AmeriServ Financial (ASRV) 10-Q 2021 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2021

☐   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 0-11204

AmeriServ Financial, Inc.

(Exact name of registrant as specified in its charter)

	Pennsylvania	25-1424278
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Main & Franklin Streets, P.O. Box 430, Johnstown, PA		15907-0430
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (814) 533-5300

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

Title Of Each Class	Trading Symbol	Name of Each Exchange On Which Registered
Common Stock	ASRV	The NASDAQ Stock Market LLC

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  ⌧  No  ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ⌧  No  ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ◻	Accelerated Filer ◻	Non-accelerated Filer ⌧	Smaller Reporting Company ☒
			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.  ◻

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes  ☐  No  ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at November 1, 2021
Common Stock, par value $0.01	17,081,500

AmeriServ Financial, Inc.

INDEX

	Page No.
PART I.
FINANCIAL INFORMATION
Item 1. Financial Statements	3
Consolidated Balance Sheets (Unaudited) – September 30, 2021 and December 31, 2020	3
Consolidated Statements of Operations (Unaudited) – Three and nine months ended September 30, 2021 and 2020	4
Consolidated Statements of Comprehensive Income (Unaudited) – Three and nine months ended September 30, 2021 and 2020	5
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) – Three and nine months ended September 30, 2021 and 2020	6
Consolidated Statements of Cash Flows (Unaudited) – Nine months ended September 30, 2021 and 2020	7
Notes to Unaudited Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3. Quantitative and Qualitative Disclosure About Market Risk	61
Item 4. Controls and Procedures	62
PART II. OTHER INFORMATION	62
Item 1. Legal Proceedings	62
Item 1A. Risk Factors	62
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	62
Item 3. Defaults Upon Senior Securities	62
Item 4. Mine Safety Disclosures	62
Item 5. Other Information	62
Item 6. Exhibits	63

2

Item 1. Financial Statements

AmeriServ Financial, Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

	September 30, 2021		December 31, 2020
ASSETS
Cash and due from depository institutions	$	25,897	$	20,427
Interest bearing deposits		4,285		2,585
Short-term investments		5,795		8,492
Cash and cash equivalents		35,977		31,504
Investment securities:
Available for sale, at fair value		160,353		144,165
Held to maturity (fair value $56,070 on September 30, 2021 and $47,106 on December 31, 2020)		53,942		44,222
Loans held for sale		—		6,250
Loans		997,091		973,297
Less: Unearned income		1,062		1,202
Less: Allowance for loan losses		12,124		11,345
Net loans		983,905		960,750
Premises and equipment:
Operating lease right-of-use asset		690		758
Financing lease right-of-use asset		2,752		2,956
Other premises and equipment, net		14,092		14,336
Accrued interest income receivable		4,920		5,068
Intangible assets:
Goodwill		13,611		11,944
Core deposit intangible		166		—
Bank owned life insurance		39,161		39,033
Net deferred tax asset		346		1,572
Federal Home Loan Bank stock		3,224		4,821
Federal Reserve Bank stock		2,125		2,125
Other assets		23,622		10,209
TOTAL ASSETS	$	1,338,886	$	1,279,713
LIABILITIES
Non-interest bearing deposits	$	216,253	$	177,533
Interest bearing deposits		928,138		877,387
Total deposits		1,144,391		1,054,920
Short-term borrowings		—		24,702
Advances from Federal Home Loan Bank		43,653		64,989
Operating lease liabilities		705		776
Financing lease liabilities		2,953		3,109
Guaranteed junior subordinated deferrable interest debentures		—		12,970
Subordinated debt		26,600		7,534
Total borrowed funds		73,911		114,080
Other liabilities		6,848		6,314
TOTAL LIABILITIES		1,225,150		1,175,314
SHAREHOLDERS' EQUITY
Common stock, par value $0.01 per share; 30,000,000 shares authorized; 26,703,819 shares issued and 17,075,000 shares outstanding on September 30, 2021; 26,688,963 shares issued and 17,060,144 shares outstanding on December 31, 2020		267		267
Treasury stock at cost, 9,628,819 shares on September 30, 2021 and December 31, 2020		(83,280)		(83,280)
Capital surplus		146,038		145,969
Retained earnings		58,581		54,641
Accumulated other comprehensive loss, net		(7,870)		(13,198)
TOTAL SHAREHOLDERS' EQUITY		113,736		104,399
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,338,886	$	1,279,713

See accompanying notes to unaudited consolidated financial statements.

3

AmeriServ Financial, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three months ended				Nine months ended
	September 30,				September 30,
	2021		2020		2021		2020
INTEREST INCOME
Interest and fees on loans	$	9,830	$	9,724	$	30,440	$	30,504
Interest bearing deposits		2		4		6		11
Short-term investments		26		51		41		219
Investment securities:
Available for sale		1,133		1,122		3,392		3,464
Held to maturity		381		336		1,100		1,044
Total Interest Income		11,372		11,237		34,979		35,242
INTEREST EXPENSE
Deposits		1,189		1,727		3,897		6,054
Short-term borrowings		—		1		1		17
Advances from Federal Home Loan Bank		217		280		681		840
Financing lease liabilities		26		28		80		85
Guaranteed junior subordinated deferrable interest debentures		383		280		944		841
Subordinated debt		331		130		591		390
Total Interest Expense		2,146		2,446		6,194		8,227
Net Interest Income		9,226		8,791		28,785		27,015
Provision for loan losses		350		675		850		1,300
Net Interest Income after Provision for Loan Losses		8,876		8,116		27,935		25,715
NON-INTEREST INCOME
Wealth management fees		3,137		2,604		9,031		7,629
Service charges on deposit accounts		260		206		685		668
Net gains on loans held for sale		15		507		632		1,079
Mortgage related fees		81		161		310		432
Net realized gains on investment securities		—		—		84		—
Bank owned life insurance		221		161		771		438
Other income		702		665		1,916		1,657
Total Non-Interest Income		4,416		4,304		13,429		11,903
NON-INTEREST EXPENSE
Salaries and employee benefits		6,910		6,838		20,718		20,161
Net occupancy expense		651		608		1,980		1,885
Equipment expense		390		374		1,183		1,158
Professional fees		1,379		1,373		4,089		3,858
Supplies, postage and freight		158		150		486		551
Miscellaneous taxes and insurance		318		291		922		855
Federal deposit insurance expense		170		140		480		296
Branch acquisition costs		87		—		390		—
Other expense		1,457		1,333		4,615		3,982
Total Non-Interest Expense		11,520		11,107		34,863		32,746
PRETAX INCOME		1,772		1,313		6,501		4,872
Provision for income taxes		341		235		1,281		966
NET INCOME	$	1,431	$	1,078	$	5,220	$	3,906
PER COMMON SHARE DATA:
Basic:
Net income	$	0.08	$	0.06	$	0.31	$	0.23
Average number of shares outstanding		17,075		17,059		17,071		17,051
Diluted:
Net income	$	0.08	$	0.06	$	0.31	$	0.23
Average number of shares outstanding		17,114		17,062		17,114		17,063

See accompanying notes to unaudited consolidated financial statements.

4

AmeriServ Financial, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three months ended				Nine months ended
	September 30,				September 30,
	2021		2020		2021		2020
COMPREHENSIVE INCOME
Net income	$	1,431	$	1,078	$	5,220	$	3,906
Other comprehensive income, before tax:
Pension obligation change for defined benefit plan		2,422		—		8,190		528
Income tax effect		(509)		—		(1,720)		(111)
Unrealized holding gains (losses) on available for sale securities arising during period		(589)		143		(1,362)		2,272
Income tax effect		123		(30)		286		(476)
Reclassification adjustment for net realized gains on available for sale securities included in net income		—		—		(84)		—
Income tax effect		—		—		18		—
Other comprehensive income		1,447		113		5,328		2,213
Comprehensive income	$	2,878	$	1,191	$	10,548	$	6,119

See accompanying notes to unaudited consolidated financial statements.

5

AmeriServ Financial, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)

	Three months ended				Nine months ended
	September 30,				September 30,
	2021		2020		2021		2020
COMMON STOCK
Balance at beginning of period	$	267	$	267	$	267	$	267
New common shares issued for exercise of stock options (14,856 and 36,735 shares for the nine months ended September 30, 2021 and 2020, respectively)		—		—		—		—
Balance at end of period		267		267		267		267
TREASURY STOCK
Balance at beginning of period		(83,280)		(83,280)		(83,280)		(83,129)
Treasury stock purchased (35,962 shares for the nine months ended September 30, 2020)		—		—		—		(151)
Balance at end of period		(83,280)		(83,280)		(83,280)		(83,280)
CAPITAL SURPLUS
Balance at beginning of period		146,025		145,965		145,969		145,888
New common shares issued for exercise of stock options (14,856 and 36,735 shares for the nine months ended September 30, 2021 and 2020, respectively)		—		—		39		75
Stock option expense		13		—		30		2
Balance at end of period		146,038		145,965		146,038		145,965
RETAINED EARNINGS
Balance at beginning of period		57,577		53,723		54,641		51,759
Net income		1,431		1,078		5,220		3,906
Cash dividend declared on common stock ($0.025 per share for the three months ended September 30, 2021 and 2020 and $0.075 per share for the nine months ended September 30, 2021 and 2020)		(427)		(426)		(1,280)		(1,290)
Balance at end of period		58,581		54,375		58,581		54,375
ACCUMULATED OTHER COMPREHENSIVE LOSS, NET
Balance at beginning of period		(9,317)		(14,071)		(13,198)		(16,171)
Other comprehensive income		1,447		113		5,328		2,213
Balance at end of period		(7,870)		(13,958)		(7,870)		(13,958)
TOTAL STOCKHOLDERS’ EQUITY	$	113,736	$	103,369	$	113,736	$	103,369

See accompanying notes to unaudited consolidated financial statements.

6

AmeriServ Financial, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine months ended
	September 30,
	2021		2020
OPERATING ACTIVITIES
Net income	$	5,220	$	3,906
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for loan losses		850		1,300
Depreciation and amortization expense		1,508		1,472
Amortization expense of core deposit intangible		11		—
Amortization of fair value adjustment on acquired time deposits		(58)		—
Net amortization of investment securities		189		206
Net realized gains on investment securities — available for sale		(84)		—
Net gains on loans held for sale		(632)		(1,079)
Net amortization of deferred loan fees		(967)		(339)
Origination of mortgage loans held for sale		(10,467)		(71,330)
Sales of mortgage loans held for sale		17,349		69,690
Decrease (increase) in accrued interest receivable		148		(2,273)
Decrease in accrued interest payable		(731)		(499)
Earnings on bank-owned life insurance		(771)		(438)
Deferred income taxes		1,023		609
Stock compensation expense		30		2
Net change in operating leases		(71)		(67)
Other, net		(4,968)		(5,564)
Net cash provided by (used in) operating activities		7,579		(4,404)
INVESTING ACTIVITIES
Purchase of investment securities — available for sale		(48,951)		(23,706)
Purchase of investment securities — held to maturity		(15,272)		(6,648)
Proceeds from maturities of investment securities — available for sale		30,314		25,871
Proceeds from maturities of investment securities — held to maturity		5,490		3,883
Proceeds from sales of investment securities — available for sale		960		—
Purchase of regulatory stock		(1,245)		(6,252)
Proceeds from redemption of regulatory stock		2,842		6,084
Long-term loans originated		(232,781)		(207,028)
Principal collected on long-term loans		209,771		147,958
Purchases of premises and equipment		(834)		(1,094)
Proceeds from sale of other real estate owned		—		21
Cash acquired in branch acquisition, net		40,431		—
Proceeds from life insurance policies		645		—
Net cash used in investing activities		(8,630)		(60,911)
FINANCING ACTIVITIES
Net increase in deposit balances		47,097		81,722
Net decrease in other short-term borrowings		(24,702)		(16,518)
Principal borrowings on advances from Federal Home Loan Bank		—		34,210
Principal repayments on advances from Federal Home Loan Bank		(21,336)		(13,542)
Principal payments on financing lease liabilities		(156)		(151)
Redemption of guaranteed junior subordinated deferrable interest debentures		(13,085)		—
Subordinated debt issuance, net		26,597		—
Redemption of subordinated debt		(7,650)		—
Stock options exercised		39		75
Purchases of treasury stock		—		(151)
Common stock dividend paid		(1,280)		(1,290)
Net cash provided by financing activities		5,524		84,355
NET INCREASE IN CASH AND CASH EQUIVALENTS		4,473		19,040
CASH AND CASH EQUIVALENTS AT JANUARY 1		31,504		22,168
CASH AND CASH EQUIVALENTS AT SEPTEMBER 30	$	35,977	$	41,208

See accompanying notes to unaudited consolidated financial statements.

7

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.    Principles of Consolidation

The accompanying consolidated financial statements include the accounts of AmeriServ Financial, Inc. (the Company) and its wholly-owned subsidiaries, AmeriServ Financial Bank (the Bank) and AmeriServ Trust and Financial Services Company (the Trust Company). The Bank is a Pennsylvania state-chartered full service bank with 16 locations in Pennsylvania and 1 location in Maryland. The Trust Company offers a complete range of trust and financial services and administers assets valued at $2.6 billion and $2.5 billion that are not reported on the Company’s Consolidated Balance Sheets at September 30, 2021 and December 31, 2020, respectively.

In addition, the Parent Company is an administrative group that provides support in such areas as audit, finance, investments, loan review, general services, and marketing. Intercompany accounts and transactions have been eliminated in preparing the Consolidated Financial Statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (generally accepted accounting principles, or GAAP) requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results may differ from these estimates and the differences may be material to the Consolidated Financial Statements. The Company’s most significant estimates relate to the allowance for loan losses, intangible assets, income taxes, investment securities, pension, and the fair value of financial instruments.

On May 21, 2021, the Bank completed its acquisition from Citizen’s Neighborhood Bank (CNB), an operating division of Riverview Bank, the branch and related deposit customers in Meyersdale, Pennsylvania and the deposit customers in Somerset, Pennsylvania. The Meyersdale branch is operating under the AmeriServ name and the Somerset customers are being serviced from the full service AmeriServ office at 108 West Main Street. The related deposits totaled approximately $42 million at closing and were acquired for a 3.71% deposit premium, or $1.6 million.

2.    Basis of Preparation

The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. In the opinion of management, all adjustments consisting of normal recurring entries considered necessary for a fair presentation have been included. They are not, however, necessarily indicative of the results of consolidated operations for a full-year.

For further information, refer to the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

3.    Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. This update is effective for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company, as a smaller reporting company, continues to evaluate the impact that ASU 2016-13 will have on our consolidated financial statements. We are currently working with an industry leading third-party consultant and software provider to assist us in the implementation of ASU 2016-13. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet

8

determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements. The overall impact of the amendment will be affected by the portfolio composition and quality at the adoption date as well as economic conditions and forecasts at that time.

In January 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, March 2020, to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications to ease the financial reporting burdens of the expected market transition from LIBOR to alternative reference rates, such as Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. The amendments in this ASU are effective for all entities upon issuance through December 31, 2022. The Company has identified its LIBOR exposure across product categories and is analyzing the risks associated with the LIBOR transition. However, it is too early to predict whether a new rate index replacement and the adoption of this ASU will have a material impact on the Company’s financial statements.

4.    Revenue Recognition

ASU 2014-09, Revenue from Contracts with Customers – Topic 606, requires the Company to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers at the time the transfer of goods or services takes place. Management determined that the primary sources of revenue associated with financial instruments, including interest and fee income on loans and interest on investments, along with certain non-interest revenue sources including net realized gains (losses) on investment securities, mortgage related fees, net gains on loans held for sale, and bank owned life insurance are not within the scope of Topic 606. These sources of revenue cumulatively comprise 76.8% of the total revenue of the Company.

Non-interest income within the scope of Topic 606 are as follows:

● Wealth management fees - Wealth management fee income is primarily comprised of fees earned from the management and administration of trusts and customer investment portfolios. The Company’s performance obligation is generally satisfied over a period of time and the resulting fees are billed monthly or quarterly, based upon the month end market value of the assets under management. Payment is generally received after month end through a direct charge to customers’ accounts. Due to this delay in payment, a receivable of $825,000 has been established as of September 30, 2021 and is included in other assets on the Consolidated Balance Sheets in order to properly recognize the revenue earned but not yet received. Other performance obligations (such as delivery of account statements to customers) are generally considered immaterial to the overall transactions’ price. Commissions on transactions are recognized on a trade-date basis as the performance obligation is satisfied at the point in time in which the trade is processed. Also included within wealth management fees are commissions from the sale of mutual funds, annuities, and life insurance products. Commissions on the sale of mutual funds, annuities, and life insurance products are recognized when sold, which is when the Company has satisfied its performance obligation.

● Service charges on deposit accounts - The Company has contracts with its deposit account customers where fees are charged for certain items or services. Service charges include account analysis fees, monthly service fees, overdraft fees, and other deposit account related fees. Revenue related to account analysis fees and service fees is recognized on a monthly basis as the Company has an unconditional right to the fee consideration. Fees attributable to specific performance obligations of the Company (i.e. overdraft fees, etc.) are recognized at a defined point in time based on completion of the requested service or transaction.

● Other non-interest income - Other non-interest income consists of other recurring revenue streams such as safe deposit box rental fees, gain (loss) on sale of other real estate owned, ATM and VISA debit card fees, and other miscellaneous revenue streams. Safe deposit box rental fees are charged to the customer on an annual basis and recognized when billed. However, if the safe deposit box rental fee is prepaid (i.e. paid prior to issuance of annual bill), the revenue is recognized upon receipt of payment. The Company has determined that since rentals and renewals occur consistently over time, revenue is recognized on a basis consistent with the duration of the

9

performance obligation. Gains and losses on the sale of other real estate owned are recognized at the completion of the property sale when the buyer obtains control of the real estate and all the performance obligations of the Company have been satisfied. The Company offers ATM and VISA debit cards to deposit account holders which allows our customers to access their account electronically at ATMs and POS terminals. Fees related to ATM and VISA debit card transactions are recognized when the transactions are completed and the Company has satisfied its performance obligation.

The following presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three- and nine-month periods ending September 30, 2021 and 2020 (in thousands).

	Three months ended				Nine months ended
	September 30,				September 30,
	2021		2020		2021		2020
Non-interest income:
In-scope of Topic 606
Wealth management fees	$	3,137	$	2,604	$	9,031	$	7,629
Service charges on deposit accounts		260		206		685		668
Other		548		485		1,510		1,271
Non-interest income (in-scope of topic 606)		3,945		3,295		11,226		9,568
Non-interest income (out-of-scope of topic 606)		471		1,009		2,203		2,335
Total non-interest income	$	4,416	$	4,304	$	13,429	$	11,903

5.    Earnings Per Common Share

Basic earnings per share include only the weighted average common shares outstanding. Diluted earnings per share include the weighted average common shares outstanding and any potentially dilutive common stock equivalent shares in the calculation. Treasury shares are excluded for earnings per share purposes. For the three month periods ending September 30, 2021 and 2020, options to purchase 22,000 common shares, with an exercise price of $4.00 to $4.22, and options to purchase 189,259 common shares, with an exercise price of $2.96 to $4.22, respectively, were outstanding but were not included in the computation of diluted earnings per common share because to do so would be antidilutive. For the nine month periods ending September 30, 2021 and 2020, options to purchase 22,000 common shares, with an exercise price of $4.00 to $4.22, and options to purchase 69,759 common shares, with an exercise price of $3.20 to $4.22, respectively, were outstanding but were not included in the computation of diluted earnings per common share because to do so would be antidilutive.

	Three months ended				Nine months ended
	September 30,				September 30,
	2021		2020		2021		2020
	(In thousands, except per share data)
Numerator:
Net income	$	1,431	$	1,078	$	5,220	$	3,906
Denominator:
Weighted average common shares outstanding (basic)		17,075		17,059		17,071		17,051
Effect of stock options		39		3		43		12
Weighted average common shares outstanding (diluted)		17,114		17,062		17,114		17,063
Earnings per common share:
Basic	$	0.08	$	0.06	$	0.31	$	0.23
Diluted		0.08		0.06		0.31		0.23

6.    Consolidated Statement of Cash Flows

On a consolidated basis, cash and cash equivalents include cash and due from depository institutions, interest bearing deposits and short-term investments in both money market funds and commercial paper. The Company made $200,000 in income tax payments in the first nine months of 2021 and $315,000 in the same 2020 period. The Company made total interest payments of $6,898,000 in the first nine months of 2021 compared to $8,726,000 in the same 2020

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period. The Company had $8,000 non-cash transfers to other real estate owned (OREO) and repossessed assets in the first nine months of 2021 compared to $40,000 non-cash transfers in the same 2020 period. During the first nine months of 2021, the Company did not enter into any new lease agreements and during the same 2020 period, the Company entered into 2 new financing leases, 1 related to office equipment and the other to a branch location, and recorded a right-of-use asset and lease liability of $149,000.

In addition to the branch acquisition related information disclosed on the Consolidated Statements of Cash Flows, the following were recorded as non-cash transfers on the corresponding lines of the Consolidated Balance Sheets as of September 30, 2021 (in thousands).

Acquisition of Riverview Bank Branches
Non-cash assets acquired
Loans	$	36
Other premises and equipment, net		158
Intangible assets		1,844
	$	2,038
Non-cash liabilities assumed
Non-interest bearing deposits	$	(7,372)
Interest bearing deposits		(35,060)
Other liabilities		(37)
	$	(42,469)
Cash and cash equivalents acquired	$	258

7.    Investment Securities

The cost basis and fair values of investment securities are summarized as follows:

Investment securities available for sale (AFS):

	September 30, 2021
			GROSS		GROSS
			UNREALIZED		UNREALIZED		FAIR
	COST BASIS		GAINS		LOSSES		VALUE
	(IN THOUSANDS)
U.S. Agency	$	7,536	$	127	$	(28)	$	7,635
U.S. Agency mortgage-backed securities		77,963		1,610		(813)		78,760
Municipal		19,258		1,062		(18)		20,302
Corporate bonds		52,561		1,197		(102)		53,656
Total	$	157,318	$	3,996	$	(961)	$	160,353

Investment securities held to maturity (HTM):

	September 30, 2021
			GROSS		GROSS
			UNREALIZED		UNREALIZED		FAIR
	COST BASIS		GAINS		LOSSES		VALUE
	(IN THOUSANDS)
U.S. Agency	$	2,500	$	—	$	—	$	2,500
U.S. Agency mortgage-backed securities		11,078		272		(101)		11,249
Municipal		32,856		1,973		(95)		34,734
Corporate bonds and other securities		7,508		80		(1)		7,587
Total	$	53,942	$	2,325	$	(197)	$	56,070

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Investment securities available for sale (AFS):

	December 31, 2020
			GROSS		GROSS
			UNREALIZED		UNREALIZED		FAIR
	COST BASIS		GAINS		LOSSES		VALUE
	(IN THOUSANDS)
U.S. Agency	$	2,971	$	181	$	—	$	3,152
U.S. Agency mortgage-backed securities		65,398		2,533		(18)		67,913
Municipal		19,000		1,348		—		20,348
Corporate bonds		52,315		666		(229)		52,752
Total	$	139,684	$	4,728	$	(247)	$	144,165

Investment securities held to maturity (HTM):

	December 31, 2020
			GROSS		GROSS
			UNREALIZED		UNREALIZED		FAIR
	COST BASIS		GAINS		LOSSES		VALUE
	(IN THOUSANDS)
U.S. Agency mortgage-backed securities	$	8,119	$	369	$	—	$	8,488
Municipal		30,076		2,455		(49)		32,482
Corporate bonds and other securities		6,027		113		(4)		6,136
Total	$	44,222	$	2,937	$	(53)	$	47,106

Maintaining investment quality is a primary objective of the Company’s investment policy which, subject to certain limited exceptions, prohibits the purchase of any investment security below a Moody’s Investor’s Service or Standard & Poor’s rating of “A.” At September 30, 2021, 47.6% of the portfolio was rated “AAA” as compared to 42.2% at December 31, 2020. Approximately 15.0% of the portfolio was either rated below “A” or unrated at September 30, 2021 as compared to 15.2% at December 31, 2020.

The Company sold 0 AFS securities during the third quarter of 2021. Total proceeds from the sale of AFS securities for the first nine months of 2021 were $960,000 resulting in $84,000 of gross investment security gains. The Company sold 0 AFS securities during the third quarter or first nine months of 2020.

The carrying value of securities, both available for sale and held to maturity, pledged to secure public and trust deposits was $119,809,000 at September 30, 2021 and $111,694,000 at December 31, 2020.

The following tables present information concerning investments with unrealized losses as of September 30, 2021 and December 31, 2020 (in thousands):

Total investment securities:

	September 30, 2021
	LESS THAN 12 MONTHS				12 MONTHS OR LONGER				TOTAL
	FAIR		UNREALIZED		FAIR		UNREALIZED		FAIR		UNREALIZED
	VALUE		LOSSES		VALUE		LOSSES		VALUE		LOSSES
U.S. Agency	$	5,971	$	(28)	$	—	$	—	$	5,971	$	(28)
U.S. Agency mortgage-backed securities		45,487		(909)		462		(5)		45,949		(914)
Municipal		7,053		(113)		—		—		7,053		(113)
Corporate bonds and other securities		8,451		(48)		2,445		(55)		10,896		(103)
Total	$	66,962	$	(1,098)	$	2,907	$	(60)	$	69,869	$	(1,158)

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Total investment securities:

	December 31, 2020
	LESS THAN 12 MONTHS				12 MONTHS OR LONGER				TOTAL
	FAIR		UNREALIZED		FAIR		UNREALIZED		FAIR		UNREALIZED
	VALUE		LOSSES		VALUE		LOSSES		VALUE		LOSSES
U.S. Agency mortgage-backed securities	$	6,394	$	(17)	$	123	$	(1)	$	6,517	$	(18)
Municipal		—		—		751		(49)		751		(49)
Corporate bonds and other securities		13,083		(162)		7,929		(71)		21,012		(233)
Total	$	19,477	$	(179)	$	8,803	$	(121)	$	28,280	$	(300)

The unrealized losses are primarily a result of increases in market yields from the time of purchase. In general, as market yields rise, the value of securities will decrease; as market yields fall, the fair value of securities will increase. There are 73 positions that are considered temporarily impaired at September 30, 2021. Management generally views changes in fair value caused by changes in interest rates as temporary; therefore, these securities have not been classified as other-than-temporarily impaired. Management has also concluded that based on current information we expect to continue to receive scheduled interest payments as well as the entire principal balance. Furthermore, management does not intend to sell these securities and does not believe it will be required to sell these securities before they recover in value or mature.

The interest rate environment and market yields can also have a significant impact on the yield earned on mortgage-backed securities (MBS). Prepayment speed assumptions are an important factor to consider when evaluating the returns on an MBS. Generally, as interest rates decline, borrowers have more incentive to refinance into a lower rate, so prepayments will rise. Conversely, as interest rates increase, prepayments will decline. When an MBS is purchased at a premium, the yield will decrease as prepayments increase and the yield will increase as prepayments decrease. As of September 30, 2021, the Company had low premium risk as the book value of our mortgage-backed securities purchased at a premium was only 101.1% of the par value.

Contractual maturities of securities at September 30, 2021 are shown below (in thousands). Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without prepayment penalties. The weighted average duration of the total investment securities portfolio at September 30, 2021 is 37.1 months and is higher than the duration at December 31, 2020 which was 25.4 months. The duration remains within our internally established guideline to not exceed 60 months which we believe is appropriate to maintain proper levels of liquidity, interest rate risk, market valuation sensitivity and profitability.

Total investment securities:

	September 30, 2021
	Available for sale				Held to maturity
	Cost Basis		Fair Value		Cost Basis		Fair Value
Within 1 year	$	3,150	$	3,188	$	—	$	—
After 1 year but within 5 years		34,390		35,443		12,293		12,768
After 5 years but within 10 years		44,850		46,275		23,084		24,509
After 10 years but within15 years		13,608		14,082		9,877		10,105
Over 15 years		61,320		61,365		8,688		8,688
Total	$	157,318	$	160,353	$	53,942	$	56,070

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8.    Loans

The loan portfolio of the Company consists of the following (in thousands):

	September 30, 2021		December 31, 2020
Commercial:
Commercial and industrial	$	136,891	$	151,162
Paycheck Protection Program (PPP)		29,260		58,344
Commercial loans secured by owner occupied real estate		100,028		95,486
Commercial loans secured by non-owner occupied real estate		432,529		400,751
Real estate − residential mortgage		281,711		249,989
Consumer		15,610		16,363
Loans, net of unearned income	$	996,029	$	972,095

Loan balances at September 30, 2021 and December 31, 2020 are net of unearned income of $1,062,000 and $1,202,000, respectively. The unearned income balance at September 30, 2021 includes $602,000 of unrecognized fee income from the PPP loan originations compared to $755,000 at December 31, 2020. Real estate construction loans comprised 5.9% and 7.0% of total loans, net of unearned income at September 30, 2021 and December 31, 2020, respectively.

The ongoing COVID-19 pandemic is a fluid situation and continues to evolve, impacting the way many businesses operate. The pandemic and its associated impacts on trade (including supply chains and export levels), travel, employee productivity, unemployment, and consumer spending has resulted in less economic activity and significant volatility and disruption. Certain loans within our commercial and commercial real estate portfolios have been disproportionately adversely affected by the pandemic. Due to mandatory lockdowns and travel restrictions, certain industries, such as hospitality, travel, food service and restaurants and bars, have suffered as a result of COVID-19. The following table provides information regarding our potential COVID-19 risk concentrations for commercial and commercial real estate loans by industry type at September 30, 2021 and December 31, 2020 (in thousands).

	September 30, 2021
			Paycheck		Commercial loans		Commercial loans
	Commercial		Protection		secured by owner		secured by non-owner
	and industrial		Program		occupied real estate		occupied real estate		Total
1-4 unit residential	$	1,291	$	—	$	98	$	7,266	$	8,655
Multifamily/apartments/student housing		—		—		120		76,341		76,461
Office		31,051		965		9,184		33,486		74,686
Retail		11,993		487		20,733		144,603		177,816
Industrial/manufacturing/warehouse		77,770		12,674		21,279		44,816		156,539
Hotels		197		1,764		—		42,420		44,381
Eating and drinking places		555		8,544		4,269		1,785		15,153
Amusement and recreation		109		57		7,706		19		7,891
Mixed use		—		—		3,271		61,281		64,552
Other		13,925		4,769		33,368		20,512		72,574
Total	$	136,891	$	29,260	$	100,028	$	432,529	$	698,708

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	December 31, 2020
			Paycheck		Commercial loans		Commercial loans
	Commercial		Protection		secured by owner		secured by non-owner
	and industrial		Program		occupied real estate		occupied real estate		Total
1-4 unit residential	$	1,450	$	—	$	105	$	6,139	$	7,694
Multifamily/apartments/student housing		—		—		469		66,879		67,348
Office		33,525		6,872		10,095		37,164		87,656
Retail		8,080		1,542		21,180		124,325		155,127
Industrial/manufacturing/warehouse		87,021		26,222		18,255		38,814		170,312
Hotels		329		837		—		41,779		42,945
Eating and drinking places		769		13,479		4,390		1,925		20,563
Amusement and recreation		190		46		3,307		38		3,581
Mixed use		—		—		2,411		65,585		67,996
Other		19,798		9,346		35,274		18,103		82,521
Total	$	151,162	$	58,344	$	95,486	$	400,751	$	705,743

Paycheck Protection Program

The Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was signed into law on March 27, 2020, and provides emergency economic relief to individuals and businesses impacted by the COVID-19 pandemic. The CARES Act and subsequent legislation authorized the Small Business Administration (SBA) to temporarily guarantee loans under a new 7(a) program called the Paycheck Protection Program (PPP). As a qualified SBA lender, the Company was automatically authorized to originate PPP loans.

An eligible business could apply for a PPP loan up to the lesser of: (1) 2.5 times its average monthly payroll costs; or (2) $10.0 million. PPP loans have: (a) an interest rate of 1.0%; (b) a two-year (if originated prior to June 5, 2020) or five-year (if originated after June 5, 2020) loan term to maturity; and (c) principal and interest payments deferred for six months from the date of disbursement. The SBA will guarantee 100% of the PPP loans made to eligible borrowers pursuant to standards as defined by the SBA. The entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP so long as employee and compensation levels of the business are maintained and at least 60% of the loan proceeds are used for payroll expenses, with the remaining loan proceeds being used for other qualifying expenses such as interest on mortgages, rent, and utilities.

In addition, PPP allows certain eligible borrowers that previously received a PPP loan to apply for a second draw loan with the same general loans terms described above. The maximum loan amount of a second draw PPP loan is 2.5 times, or 3.5 times for borrowers within the hospitality industry, the average monthly 2019 or 2020 payroll costs up to $2.0 million. Eligibility for a second draw PPP loan is based on the following criteria: (a) borrower previously received a first draw PPP loan and used the full amount for only authorized expenditures; (b) borrower has 300 or less employees; and (c) borrower can demonstrate at least a 25% reduction in gross receipts between comparable quarters in 2019 and 2020. The PPP loan program expired on May 31, 2021 for originating new loans.

As of September 30, 2021, the Company had 208 PPP loans outstanding totaling $29.3 million and has recorded a total of $273,000 and $1.9 million of processing fee income and interest income from PPP lending activity in the third quarter and first nine months of 2021, respectively. Also, there is approximately $602,000 of PPP processing fees that will be amortized into income over the time period that the loans remain on our balance sheet or until the PPP loan is forgiven, at which time the remaining fee will be recognized immediately as income.

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9.  Allowance for Loan Losses

The following tables summarize the rollforward of the allowance for loan losses by portfolio segment for the three and nine month periods ending September 30, 2021 and 2020 (in thousands).

	Three months ended September 30, 2021
	Balance at		Charge-				Provision		Balance at
	June 30, 2021		Offs		Recoveries		(Credit)		September 30, 2021
Commercial	$	3,534	$	0	$	35	$	(445)	$	3,124
Commercial loans secured by non-owner occupied real estate		5,535		0		13		670		6,218
Real estate-residential mortgage		1,388		0		8		61		1,457
Consumer		123		(50)		16		28		117
Allocation for general risk		1,172		0		0		36		1,208
Total	$	11,752	$	(50)	$	72	$	350	$	12,124

	Three months ended September 30, 2020
	Balance at		Charge-				Provision		Balance at
	June 30, 2020		Offs		Recoveries		(Credit)		September 30, 2020
Commercial	$	3,784	$	(111)	$	1	$	(638)	$	3,036
Commercial loans secured by non-owner occupied real estate		3,619		0		10		1,261		4,890
Real estate-residential mortgage		1,216		(19)		24		4		1,225
Consumer		119		(14)		19		(4)		120
Allocation for general risk		961		0		0		52		1,013
Total	$	9,699	$	(144)	$	54	$	675	$	10,284

	Nine months ended September 30, 2021
	Balance at		Charge-				Provision		Balance at
	December 31, 2020		Offs		Recoveries		(Credit)		September 30, 2021
Commercial	$	3,472	$	(147)	$	52	$	(253)	$	3,124
Commercial loans secured by non-owner occupied real estate		5,373		0		37		808		6,218
Real estate-residential mortgage		1,292		(17)		42		140		1,457
Consumer		115		(85)		47		40		117
Allocation for general risk		1,093		0		0		115		1,208
Total	$	11,345	$	(249)	$	178	$	850	$	12,124

	Nine months ended September 30, 2020
	Balance at		Charge-				Provision		Balance at
	December 31, 2019		Offs		Recoveries		(Credit)		September 30, 2020
Commercial	$	3,951	$	(111)	$	1	$	(805)	$	3,036
Commercial loans secured by non-owner occupied real estate		3,119		0		31		1,740		4,890
Real estate-residential mortgage		1,159		(201)		46		221		1,225
Consumer		126		(105)		44		55		120
Allocation for general risk		924		0		0		89		1,013
Total	$	9,279	$	(417)	$	122	$	1,300	$	10,284

The Company recorded a $350,000 provision expense for loan losses in the third quarter of 2021 as compared to a $675,000 provision expense recorded in the third quarter of 2020. For the first nine months of 2021, the Company recorded an $850,000 provision expense for loan losses compared to a $1.3 million provision expense recorded in the first nine months of 2020. The 2021 provision, for both time periods, reflects an improved credit quality outlook for the overall portfolio as criticized asset levels as well as delinquent loan balances have demonstrated improvement. This is a reflection of the Company’s loan officers working effectively with our customers as the economy improves and as

16

businesses return to normal operations with limited restrictions. While the provision is lower for both time periods in 2021 when compared to 2020, the provision expense did increase from the second quarter of 2021 by $250,000 due primarily to the loan growth that the Company experienced during the third quarter. As demonstrated historically, the Company continues its strategic conviction that a strong allowance for loan losses is needed, which has proven to be essential as we support certain borrowers fully recovered from the COVID-19 pandemic. Overall, we believe that non-performing assets remain well controlled, and such assets totaled $3.1 million, or 0.31% of total loans, at September 30, 2021 compared to $3.3 million, or 0.34% of total loans, at December 31, 2020. It should be noted that the 100% SBA guarantee on PPP loans minimizes the level of credit risk associated with the loans. As a result, such loans are assigned a 0% risk weight for purposes of calculating the Bank’s risk-based capital ratios. Therefore, it was deemed appropriate to not allocate any portion of the loan loss reserve for the PPP loans.

The Company experienced low net loan charge-offs of $71,000, or 0.01% of total loans, in the first nine months of 2021 which compare favorably to net loan charge-offs of $295,000, or 0.04% of total loans, in the first nine months of 2020. As a result of the provision expense sharply exceeding net loan charge-offs over the last 12 months, the balance in the allowance for loan losses increased by $1.8 million, or 17.9%, to $12.1 million at September 30, 2021. The allowance for loan losses provided 389% coverage of non-performing assets, and 1.22% of total loans, at September 30, 2021, compared to 341% coverage of non-performing assets, and 1.16% of total loans, at December 31, 2020.

The following tables summarize the loan portfolio and allowance for loan loss by the primary segments of the loan portfolio (in thousands).

	At September 30, 2021
			Commercial Loans
			Secured by
			Non-Owner		Real Estate-
			Occupied		Residential				Allocation for
	Commercial		Real Estate		Mortgage		Consumer		General Risk		Total
Loans:
Individually evaluated for impairment	$	2,200	$	6	$	0	$	0			$	2,206
Collectively evaluated for impairment		263,979		432,523		281,711		15,610				993,823
Total loans	$	266,179	$	432,529	$	281,711	$	15,610			$	996,029
Allowance for loan losses:
Specific reserve allocation	$	601	$	6	$	0	$	0	$	0	$	607
General reserve allocation		2,523		6,212		1,457		117		1,208		11,517
Total allowance for loan losses	$	3,124	$	6,218	$	1,457	$	117	$	1,208	$	12,124

	At December 31, 2020
			Commercial Loans
			Secured by
			Non-Owner		Real Estate-
			Occupied		Residential					Allocation for
	Commercial		Real Estate		Mortgage			Consumer		General Risk		Total
Loans:							��
Individually evaluated for impairment	$	847	$	8	$	0		$	0			$	855
Collectively evaluated for impairment		304,145		400,743		249,989			16,363				971,240
Total loans	$	304,992	$	400,751	$	249,989		$	16,363			$	972,095
Allowance for loan losses:
Specific reserve allocation	$	96	$	8	$	0		$	0	$	0	$	104
General reserve allocation		3,376		5,365		1,292			115		1,093		11,241
Total allowance for loan losses	$	3,472	$	5,373	$	1,292		$	115	$	1,093	$	11,345

The segments of the Company’s loan portfolio are disaggregated into classes that allows management to monitor risk and performance. The loan classes used are consistent with the internal reports evaluated by the Company’s management and Board of Directors to monitor risk and performance within various segments of its loan portfolio. The commercial loan segment includes both the commercial and industrial and the owner occupied commercial real estate loan classes while the remaining segments are not separated into classes as management monitors risk in these loans at

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the segment level. The residential mortgage loan segment is comprised of first lien amortizing residential mortgage loans and home equity loans secured by residential real estate. The consumer loan segment consists primarily of installment loans and overdraft lines of credit connected with customer deposit accounts.

Management evaluates for possible impairment any individual loan in the commercial or commercial real estate segment that is in non-accrual status or classified as a Troubled Debt Restructure (TDR). In addition, consumer and residential mortgage loans with a balance of $150,000 or more are evaluated for impairment. Loans are considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in evaluating impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Once the determination has been made that a loan is impaired, the determination of whether a specific allocation of the allowance is necessary is measured by comparing the recorded investment in the loan to the fair value of the loan using one of three methods: (a) the present value of expected future cash flows discounted at the loan’s effective interest rate; (b) the loan’s observable market price; or (c) the fair value of the collateral less selling costs for collateral dependent loans. The method is selected on a loan-by-loan basis, with management primarily utilizing either the discounted cash flows or the fair value of collateral method. The evaluation of the need and amount of a specific allocation of the allowance and whether a loan can be removed from impairment status is made on a quarterly basis. The Company’s policy for recognizing interest income on impaired loans does not differ from its overall policy for interest recognition.

The need for an updated appraisal on collateral dependent loans is determined on a case-by-case basis. The useful life of an appraisal or evaluation will vary depending upon the circumstances of the property and the economic conditions in the marketplace. A new appraisal is not required if there is an existing appraisal which, along with other information, is sufficient to determine a reasonable value for the property and to support an appropriate and adequate allowance for loan losses. At a minimum, annual documented reevaluation of the property is completed by the Bank’s internal Assigned Risk Department to support the value of the property.

When reviewing an appraisal associated with an existing real estate collateral dependent transaction, the Bank’s internal Assigned Risk Department must determine if there have been material changes to the underlying assumptions in the appraisal which affect the original estimate of value. Some of the factors that could cause material changes to reported values include:

● the passage of time;

● the volatility of the local market;

● the availability of financing;

● natural disasters;

● the inventory of competing properties;

● new improvements to, or lack of maintenance of, the subject property or competing properties upon physical inspection by the Bank;

● changes in underlying economic and market assumptions, such as material changes in current and projected vacancy, absorption rates, capitalization rates, lease terms, rental rates, sales prices, concessions, construction overruns and delays, zoning changes, etc.; and/or

● environmental contamination.

The value of the property is adjusted to appropriately reflect the above listed factors and the value is discounted to reflect the value impact of a forced or distressed sale, any outstanding senior liens, any outstanding unpaid real estate taxes, transfer taxes and closing costs that would occur with sale of the real estate. If the Assigned Risk Department personnel determine that a reasonable value cannot be derived based on available information, a new appraisal is ordered. The determination of the need for a new appraisal, versus completion of a property valuation by the Bank’s Assigned Risk Department personnel, rests with the Assigned Risk Department and not the originating account officer.

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The following tables present impaired loans by portfolio segment, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary.

	At September 30, 2021
					IMPAIRED
					LOANS WITH
	IMPAIRED LOANS WITH				NO SPECIFIC
	SPECIFIC ALLOWANCE				ALLOWANCE		TOTAL IMPAIRED LOANS
									UNPAID
	RECORDED		RELATED		RECORDED		RECORDED		PRINCIPAL
	INVESTMENT		ALLOWANCE		INVESTMENT		INVESTMENT		BALANCE
	(IN THOUSANDS)
Commercial	$	2,199	$	601	$	1	$	2,200	$	2,267
Commercial loans secured by non-owner occupied real estate		6		6		0		6		28
Total impaired loans	$	2,205	$	607	$	1	$	2,206	$	2,295

	At December 31, 2020
					IMPAIRED
					LOANS WITH
	IMPAIRED LOANS WITH				NO SPECIFIC
	SPECIFIC ALLOWANCE				ALLOWANCE		TOTAL IMPAIRED LOANS
									UNPAID
	RECORDED		RELATED		RECORDED		RECORDED		PRINCIPAL
	INVESTMENT		ALLOWANCE		INVESTMENT		INVESTMENT		BALANCE
	(IN THOUSANDS)
Commercial	$	847	$	96	$	0	$	847	$	850
Commercial loans secured by non-owner occupied real estate		8		8		0		8		30
Total impaired loans	$	855	$	104	$	0	$	855	$	880

The following table presents the average recorded investment in impaired loans and related interest income recognized for the periods indicated (in thousands).

	Three months ended				Nine months ended
	September 30,				September 30,
	2021		2020		2021		2020
Average impaired balance:
Commercial	$	2,233	$	839	$	1,972	$	832
Commercial loans secured by non-owner occupied real estate		7		8		7		8
Average investment in impaired loans	$	2,240	$	847	$	1,979	$	840
Interest income recognized:
Commercial	$	3	$	9	$	15	$	31
Commercial loans secured by non-owner occupied real estate		0		0		0		0
Interest income recognized on a cash basis on impaired loans	$	3	$	9	$	15	$	31

Management uses a nine-point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first six categories are considered not criticized. The first five “Pass” categories are aggregated, while the Pass-6, Special Mention, Substandard and Doubtful categories are disaggregated to separate pools. The criticized rating categories utilized by management generally follow bank regulatory definitions. The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification. Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans greater than 90 days past due, or for which any portion of the loan represents a specific allocation of the allowance for loan losses are placed in Substandard or Doubtful.

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To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Company has a structured loan rating process, which dictates that, at a minimum, credit reviews are mandatory for all commercial and commercial mortgage loan relationships with aggregate balances in excess of $1,000,000 within a 12-month period. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as bankruptcy, delinquency, or death occurs to raise awareness of a possible credit event. The Company’s commercial relationship managers are responsible for the timely and accurate risk rating of the loans in their portfolios at origination and on an ongoing basis. Risk ratings are assigned by the account officer, but require independent review and rating concurrence from the Company’s internal Loan Review Department. The Loan Review Department is an experienced, independent function which reports directly to the Board’s Audit Committee. The scope of commercial portfolio coverage by the Loan Review Department is defined and presented to the Audit Committee for approval on an annual basis. The approved scope of coverage for the year ending December 31, 2021 requires review of a minimum of 36% of the commercial loan portfolio.

In addition to loan monitoring by the account officer and Loan Review Department, the Company also requires presentation of all credits rated Pass-6 with aggregate balances greater than $2,000,000, all credits rated Special Mention or Substandard with aggregate balances greater than $250,000, and all credits rated Doubtful with aggregate balances greater than $100,000 on an individual basis to the Company’s Loan Loss Reserve Committee on a quarterly basis. Additionally, the Asset Quality Task Force, which is a group comprised of senior level personnel, meets monthly to monitor the status of problem loans.

The following table presents the classes of the commercial and commercial real estate loan portfolios summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard and Doubtful within the internal risk rating system.

	At September 30, 2021
			SPECIAL
	PASS		MENTION		SUBSTANDARD		DOUBTFUL		TOTAL
	(IN THOUSANDS)
Commercial and industrial	$	127,234	$	7,294	$	690	$	1,673	$	136,891
Paycheck Protection Program (PPP)		29,260		—		—		—		29,260
Commercial loans secured by owner occupied real estate		97,999		915		1,114		—		100,028
Commercial loans secured by non-owner occupied real estate		399,554		23,468		9,501		6		432,529
Total	$	654,047	$	31,677	$	11,305	$	1,679	$	698,708

	At December 31, 2020
			SPECIAL
	PASS		MENTION		SUBSTANDARD		DOUBTFUL		TOTAL
	(IN THOUSANDS)
Commercial and industrial	$	134,186	$	13,722	$	3,254	$	—	$	151,162
Paycheck Protection Program (PPP)		58,344		—		—		—		58,344
Commercial loans secured by owner occupied real estate		92,189		2,154		1,143		—		95,486
Commercial loans secured by non-owner occupied real estate		371,815		23,980		4,948		8		400,751
Total	$	656,534	$	39,856	$	9,345	$	8	$	705,743

It is generally the policy of the Bank that the outstanding balance of any residential mortgage loan that exceeds 90-days past due as to principal and/or interest is transferred to non-accrual status and an evaluation is completed to determine the fair value of the collateral less selling costs, unless the balance is minor. A charge down is recorded for any deficiency balance determined from the collateral evaluation. The remaining non-accrual balance is reported as impaired with no specific allowance. It is generally the policy of the Bank that the outstanding balance of any consumer

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loan that exceeds 90-days past due as to principal and/or interest is charged off. The following tables present the performing and non-performing outstanding balances of the residential and consumer portfolio classes.

	At September 30, 2021
			NON-
	PERFORMING		PERFORMING		TOTAL
	(IN THOUSANDS)
Real estate – residential mortgage	$	280,806	$	905	$	281,711
Consumer		15,610		0		15,610
Total	$	296,416	$	905	$	297,321

	At December 31, 2020
			NON-
	PERFORMING		PERFORMING		TOTAL
	(IN THOUSANDS)
Real estate – residential mortgage	$	247,520	$	2,469	$	249,989
Consumer		16,356		7		16,363
Total	$	263,876	$	2,476	$	266,352

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following tables present the classes of the loan portfolio summarized by the aging categories of performing loans and non-accrual loans.

	At September 30, 2021
													90 DAYS
			30 – 59		60 – 89								PAST DUE
			DAYS		DAYS		90 DAYS		TOTAL		TOTAL		AND STILL
	CURRENT		PAST DUE		PAST DUE		PAST DUE		PAST DUE		LOANS		ACCRUING
	(IN THOUSANDS)
Commercial and industrial	$	136,471	$	420	$	0	$	0	$	420	$	136,891	$	0
Paycheck Protection Program (PPP)		29,260		0		0		0		0		29,260	$	0
Commercial loans secured by owner occupied real estate		99,835		192		0		1		193		100,028		0
Commercial loans secured by non-owner occupied real estate		432,063		466		0		0		466		432,529		0
Real estate – residential mortgage		280,054		206		618		833		1,657		281,711		0
Consumer		15,557		33		20		0		53		15,610		0
Total	$	993,240	$	1,317	$	638	$	834	$	2,789	$	996,029	$	0

	At December 31, 2020
													90 DAYS
			30 – 59		60 – 89								PAST DUE
			DAYS		DAYS		90 DAYS		TOTAL		TOTAL		AND STILL
	CURRENT		PAST DUE		PAST DUE		PAST DUE		PAST DUE		LOANS		ACCRUING
	(IN THOUSANDS)
Commercial and industrial	$	148,023	$	536	$	2,603	$	0	$	3,139	$	151,162	$	0
Paycheck Protection Program (PPP)		58,344		0		0		0		0		58,344	$	0
Commercial loans secured by owner occupied real estate		95,486		0		0		0		0		95,486		0
Commercial loans secured by non-owner occupied real estate		399,850		230		671		0		901		400,751		0
Real estate – residential mortgage		246,279		776		1,178		1,756		3,710		249,989		0
Consumer		16,274		82		0		7		89		16,363		0
Total	$	964,256	$	1,624	$	4,452	$	1,763	$	7,839	$	972,095	$	0

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An allowance for loan losses (“ALL”) is maintained to support loan growth and cover charge-offs from the loan portfolio. The ALL is based on management’s continuing evaluation of the risk characteristics and credit quality of the loan portfolio, assessment of current economic conditions, diversification and size of the portfolio, adequacy of collateral, past and anticipated loss experience, and the amount of non-performing loans.

Loans that are collectively evaluated for impairment are analyzed with general allowances being made as appropriate. For general allowances, historical loss trends are used in the estimation of losses in the current portfolio. These historical loss amounts are complemented by consideration of other qualitative factors.

Management tracks the historical net charge-off activity at each risk rating grade level for the entire commercial portfolio and at the aggregate level for the consumer, residential mortgage and small business portfolios. A historical charge-off factor is calculated utilizing a rolling 12 consecutive historical quarters for the commercial portfolios. This historical charge-off factor for the consumer, residential mortgage and small business portfolios are based on a three-year historical average of actual loss experience.

The Company uses a comprehensive methodology and procedural discipline to maintain an ALL to absorb inherent losses in the loan portfolio. The Company believes this is a critical accounting policy since it involves significant estimates and judgments. The allowance consists of three elements: (1) an allowance established on specifically identified problem loans, (2) formula driven general reserves established for loan categories based upon historical loss experience and other qualitative factors which include delinquency, non-performing and TDR loans, loan trends, economic trends, concentrations of credit, trends in loan volume, experience and depth of management, examination and audit results, effects of any changes in lending policies, and trends in policy, financial information, and documentation exceptions, and (3) a general risk reserve which provides support for variance from our assessment of the previously listed qualitative factors, provides protection against credit risks resulting from other inherent risk factors contained in the Company’s loan portfolio, and recognizes the model and estimation risk associated with the specific and formula driven allowances. The qualitative factors used in the formula driven general reserves are evaluated quarterly (and revised if necessary) by the Company’s management to establish allocations which accommodate each of the listed risk factors.

“Pass” rated credits are segregated from “Criticized” and “Classified” credits for the application of qualitative factors.

Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the ALL. When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL.

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10.  Non-Performing Assets Including Troubled Debt Restructurings (TDR)

The following table presents information concerning non-performing assets including TDR (in thousands, except percentages):

	September 30, 2021			December 31, 2020
Non-accrual loans:
Commercial and industrial	$	2,199		$	16
Commercial loans secured by owner occupied real estate		1			—
Commercial loans secured by non-owner occupied real estate		6			8
Real estate – residential mortgage		905			2,469
Consumer		—			7
Total		3,111			2,500
Other real estate owned and repossessed assets:
Consumer		8			—
Total		8			—
TDR’s not in non-accrual:
Commercial and industrial		—			831
Total		—			831
Total non-performing assets including TDR	$	3,119		$	3,331
Total non-performing assets as a percent of loans, net of unearned income, and other real estate owned and repossessed assets		0.31	%		0.34	%

The Company had 0 loans past due 90 days or more for the periods presented which were accruing interest.

The following table sets forth, for the periods indicated, (1) the gross interest income that would have been recorded if non-accrual loans had been current in accordance with their original terms and had been outstanding throughout the period or since origination if held for part of the period, (2) the amount of interest income actually recorded on such loans, and (3) the net reduction in interest income attributable to such loans (in thousands).

	Three months ended				Nine months ended
	September 30,				September 30,
	2021		2020		2021		2020
Interest income due in accordance with original terms	$	35	$	22	$	96	$	60
Interest income recorded		(3)		0		(3)		0
Net reduction in interest income	$	32	$	22	$	93	$	60

Consistent with accounting and regulatory guidance, the Bank recognizes a TDR when the Bank, for economic or legal reasons related to a borrower’s financial difficulties, grants a concession to the borrower that would not normally be considered. Regardless of the form of concession granted, the Bank’s objective in offering a TDR is to increase the probability of repayment of the borrower’s loan.

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The Company had 0 loans modified as TDRs during the three-month period ended September 30, 2021. The following table details the loan modified as a TDR during the nine-month period ended September 30, 2021 (dollars in thousands).

Loans in non-accrual status	# of Loans	Current Balance		Concession Granted
Commercial and industrial	1	$	480	Subsequent modification of a TDR - Extension of maturity date with a below market interest rate

The following table details the loan modified as a TDR during the three-month period ended September 30, 2020 (dollars in thousands).

Loans in accrual status	# of Loans	Current Balance		Concession Granted
Commercial and industrial	1	$	47	Extension of maturity date with a below market interest rate

The following table details the loans modified as TDRs during the nine-month period ended September 30, 2020 (dollars in thousands).

Loans in accrual status	# of Loans	Current Balance		Concession Granted
Commercial and industrial	1	$	750	Subsequent modification of a TDR - Extension of maturity date with a below market interest rate
Commercial and industrial	1		47	Extension of maturity date with a below market interest rate

All TDRs are individually evaluated for impairment and a related allowance is recorded, as needed. The specific ALL reserve for loans modified as TDRs was $135,000 and $103,000 as of September 30, 2021 and December 31, 2020, respectively.

The Company had 0 loans that were classified as TDRs or were subsequently modified during each 12-month period prior to the current reporting periods, which begin January 1, 2020 and 2019 (nine-month periods) and July 1, 2020 and 2019 (three-month periods), respectively, and that subsequently defaulted during these reporting periods.

The Company is unaware of any additional loans which are required to either be charged-off or added to the non-performing asset totals disclosed above.

Loan Modifications Related to COVID-19

Under section 4013 of the CARES Act, loans less than 30 days past due as of December 31, 2019 will be considered current for COVID-19 modifications. A financial institution can then suspend the requirements under GAAP for loan modifications related to COVID-19 that would otherwise be categorized as a TDR, and suspend any determination of a loan modified as a result of COVID-19 as being a TDR, including the requirement to determine impairment for accounting purposes and reporting the loan as past due. Financial institutions wishing to utilize this authority must make a policy election, which applies to any COVID-19 modification made between March 1, 2020 and the earlier of either December 31, 2020 or the 60th day after the end of the COVID-19 national emergency so long as the loan was current on payments as of December 31, 2019. The suspension of TDR identification and accounting triggered by the effects of the COVID-19 pandemic was extended by the Consolidated Appropriations Act, 2021, signed into law on December 27, 2020. The period established by Section 4013 of the CARES Act was extended to the earlier of January 1, 2022 or 60

24

days after the date on which the national COVID-19 emergency terminates. Additionally, the Financial Accounting Standards Board has confirmed that short-term modifications made on a good-faith basis in response to COVID-19 to loan customers who were current prior to any relief are not TDRs.

In response to the COVID-19 pandemic, the Company remains committed to prudently working with and supporting our borrowers that have been hardest hit by the pandemic by granting them loan payment modifications. The following table presents information comparing loans which were subject to a loan modification related to COVID-19, as of September 30, 2021 and December 31, 2020. Note that the percentage of outstanding loans presented below was calculated based on loan totals excluding PPP loans. Management believes that this method more accurately reflects the concentration of COVID-19 related modifications within the loan portfolio.

	At September 30, 2021				At December 31, 2020
			% of Outstanding				% of Outstanding
	Balance		Non-PPP Loans		Balance		Non-PPP Loans
	(in thousands)				(in thousands)
CRE/Commercial	$	14,847	2.1	%	$	47,037	7.0	%
Home Equity/Consumer		46	0.1			83	0.1
Residential Mortgage		838	0.5			1,943	1.3
Total	$	15,731	1.6		$	49,063	5.3

The balance of loan modifications related to COVID-19 at September 30, 2021 represents a decrease of $33.3 million, or 67.9%, from the balance of loans modified for COVID-19 at December 31, 2020. In addition, this current level of borrowers requesting payment deferrals is down sharply from its peak level of approximately $200 million that occurred at June 30, 2020. As a result of these loan modifications, the Company has recorded $939,000 of accrued interest income that has not been received as of September 30, 2021.

Borrower requested modifications primarily consist of the deferral of principal and/or interest payments for a period of three to six months. The following table presents the composition of the types of payment relief that have been granted.

	At September 30, 2021			At December 31, 2020
	Number of Loans	Balance		Number of Loans	Balance
		(in thousands)			(in thousands)
Type of Payment Relief
Interest only payments	5	$	4,975	11	$	26,900
Complete payment deferrals	22		10,756	59		22,163
Total	27	$	15,731	70	$	49,063

Management continues to carefully monitor asset quality with a particular focus on customers that have requested payment deferrals during this difficult economic time. Deferral extension requests are considered based upon the customer’s needs and their impacted industry, borrower and guarantor capacity to service debt, and issued regulatory guidance. At September 30, 2021, the COVID-19 related modifications within the commercial real estate and commercial loan portfolios are to 5 borrowers, most of which are borrowers in the hospitality industry who were granted more than one loan payment deferral plan, with loans totaling approximately $15 million. In order to properly monitor the increased credit risk associated with the modified loans, the Asset Quality Task Force is meeting at least monthly to review these particular relationships, receiving input from the business lenders regarding their ongoing discussions with the borrowers.

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11.  Short-Term Borrowings, Advances from Federal Home Loan Bank and Subordinated Debt

Total short-term and Federal Home Loan Bank (FHLB) borrowings and advances consist of the following (in thousands, except percentages):

	At September 30, 2021
				Weighted
Type	Maturing	Amount		Average Rate
Open Repo Plus	Overnight	$	0	0	%
FHLB Advances	2021		3,000	2.94
	2022		20,888	2.03
	2023		15,568	1.59
	2024		4,197	1.19
Total FHLB advances			43,653	1.85
Total short-term and FHLB borrowings		$	43,653	1.85	%

	At December 31, 2020
				Weighted
Type	Maturing	Amount		Average Rate
Open Repo Plus	Overnight	$	24,702	0.41	%
FHLB Advances	2021		24,336	1.00
	2022		20,888	2.03
	2023		15,568	1.59
	2024		4,197	1.19
Total FHLB advances			64,989	1.48
Total short-term and FHLB borrowings		$	89,691	1.19	%

The rate on Open Repo Plus advances can change daily, while the rates on the advances are fixed until the maturity of the advance. All FHLB stock along with an interest in certain residential mortgage, commercial real estate, and commercial and industrial loans with an aggregate statutory value equal to the amount of the advances are pledged as collateral to the FHLB of Pittsburgh to support these borrowings.

Subordinated Debt:

On August 26, 2021, the Company completed a private placement of $27 million in fixed-to-floating rate subordinated notes to certain accredited investors. The notes mature September 1, 2031 and are non-callable for five years. The notes have a fixed annual interest rate of 3.75%, payable until September 1, 2026. From and including September 1, 2026, the interest rate will reset quarterly to the then-current three-month Secured Overnight Financing Rate (SOFR) plus 3.11%. This subordinated debt has been structured to qualify as tier 2 capital under the Federal Reserve’s capital guidelines. The Company used approximately $20 million of the net proceeds to retire its existing subordinated debt and trust preferred securities on September 30, 2021. The remainder of the proceeds are being utilized for general corporate purposes, including the downstream of $3.5 million as capital to the bank. The net balance of subordinated debt as of September 30, 2021 was $26.6 million. This compares to the net balance of guaranteed junior subordinated deferrable interest debentures (trust preferred securities) of $13.0 million and subordinated debt of $7.5 million as of December 31, 2020.

12.  Lease Commitments

The Company has operating and financing leases for several office locations and equipment. Several assumptions and judgments were made when applying the requirements of ASU 2016-02, Leases (Topic 842), to the Company's lease commitments, including the allocation of consideration in the contracts between lease and non-lease components, determination of the lease term, and determination of the discount rate used in calculating the present value of the lease payments.

26

Many of our leases include both lease (e.g., minimum rent payments) and non-lease components, such as common area maintenance charges, utilities, real estate taxes, and insurance. The Company has elected to account for the variable non-lease components separately from the lease component. Such variable non-lease components are reported in net occupancy expense on the Consolidated Statements of Operations when incurred. These variable non-lease components were excluded from the calculation of the present value of the remaining lease payments, therefore, they are not included in the right-of-use assets and lease liabilities reported on the Consolidated Balance Sheets. The following table presents the lease cost associated with both operating and financing leases for the three and nine month periods ending September 30, 2021 and 2020 (in thousands).

	Three months ended				Nine months ended
	September 30,				September 30,
	2021		2020		2021		2020
Lease cost
Financing lease cost:
Amortization of right-of-use asset	$	68	$	68	$	204	$	203
Interest expense		26		28		80		85
Operating lease cost		29		29		87		87
Total lease cost	$	123	$	125	$	371	$	375

Certain of the Company's leases contain options to renew the lease after the initial term. Management considers the Company's historical pattern of exercising renewal options on leases and the performance of the leased locations, when determining whether it is reasonably certain that the leases will be renewed. If management concludes that there is reasonable certainty about the renewal option, it is included in the calculation of the remaining term of each applicable lease. The discount rate utilized in calculating the present value of the remaining lease payments for each lease was the Federal Home Loan Bank of Pittsburgh advance rate corresponding to the remaining maturity of the lease. The following table presents the weighted-average remaining lease term and discount rate for the leases outstanding at September 30, 2021 and December 31, 2020.

	September 30, 2021				December 31, 2020
	Operating		Financing		Operating		Financing
Weighted-average remaining term (years)	11.1		15.6		11.4		16.0
Weighted-average discount rate	3.52	%	3.55	%	3.49	%	3.52	%

The following table presents the undiscounted cash flows due related to operating and financing leases, along with a reconciliation to the discounted amount recorded on the Consolidated Balance Sheets.

September 30, 2021
	OPERATING		FINANCING
	(IN THOUSANDS)
Undiscounted cash flows due:
Within 1 year	$	110	$	319
After 1 year but within 2 years		69		320
After 2 years but within 3 years		69		253
After 3 years but within 4 years		69		252
After 4 years but within 5 years		69		198
After 5 years		470		2,623
Total undiscounted cash flows		856		3,965
Discount on cash flows		(151)		(1,012)
Total lease liabilities	$	705	$	2,953

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December 31, 2020
	OPERATING		FINANCING
	(IN THOUSANDS)
Undiscounted cash flows due:
Within 1 year	$	120	$	316
After 1 year but within 2 years		98		320
After 2 years but within 3 years		69		309
After 3 years but within 4 years		69		249
After 4 years but within 5 years		69		248
After 5 years		520		2,760
Total undiscounted cash flows		945		4,202
Discount on cash flows		(169)		(1,093)
Total lease liabilities	$	776	$	3,109

Under Topic 842, the lessee can elect to not record on the Consolidated Balance Sheets a lease whose term is twelve months or less and does not include a purchase option that the lessee is reasonably certain to exercise. As of September 30, 2021 and December 31, 2020, the Company had no short-term leases.

13.  Accumulated Other Comprehensive Loss

The following table presents the changes in each component of accumulated other comprehensive loss, net of tax, for the three and nine months ended September 30, 2021 and 2020 (in thousands):

	Three months ended September 30, 2021						Three months ended September 30, 2020
	Net						Net
	Unrealized						Unrealized
	Gains and						Gains and
	Losses on		Defined				Losses on		Defined
	Investment		Benefit				Investment		Benefit
	Securities		Pension				Securities		Pension
	AFS(1)		Items(1)		Total(1)		AFS(1)		Items(1)		Total(1)
Beginning balance	$	2,863	$	(12,180)	$	(9,317)	$	3,398	$	(17,469)	$	(14,071)
Other comprehensive income (loss) before reclassifications		(466)		1,219		753		113		(483)		(370)
Amounts reclassified from accumulated other comprehensive loss		—		694		694		—		483		483
Net current period other comprehensive income (loss)		(466)		1,913		1,447		113		—		113
Ending balance	$	2,397	$	(10,267)	$	(7,870)	$	3,511	$	(17,469)	$	(13,958)

(1) Amounts in parentheses indicate debits on the Consolidated Balance Sheets.

	Nine months ended September 30, 2021						Nine months ended September 30, 2020
	Net						Net
	Unrealized						Unrealized
	Gains and						Gains and
	Losses on		Defined				Losses on		Defined
	Investment		Benefit				Investment		Benefit
	Securities		Pension				Securities		Pension
	AFS(1)		Items(1)		Total(1)		AFS(1)		Items(1)		Total(1)
Beginning balance	$	3,539	$	(16,737)	$	(13,198)	$	1,715	$	(17,886)	$	(16,171)
Other comprehensive income (loss) before reclassifications		(1,076)		4,140		3,064		1,796		(1,031)		765
Amounts reclassified from accumulated other comprehensive loss		(66)		2,330		2,264		—		1,448		1,448
Net current period other comprehensive income (loss)		(1,142)		6,470		5,328		1,796		417		2,213
Ending balance	$	2,397	$	(10,267)	$	(7,870)	$	3,511	$	(17,469)	$	(13,958)

(1) Amounts in parentheses indicate debits on the Consolidated Balance Sheets.

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The following table presents the amounts reclassified out of each component of accumulated other comprehensive loss for the three and nine months ended September 30, 2021 and 2020 (in thousands):

	Amount reclassified from accumulated
	other comprehensive loss(1)
	For the three		For the three
Details about accumulated other	months ended		months ended		Affected line item in the
comprehensive loss components	September 30, 2021		September 30, 2020		statement of operations
Amortization of estimated defined benefit pension plan loss(2)
	$	879	$	611	Other expense
		(185)		(128)	Provision for income taxes
	$	694	$	483
Total reclassifications for the period	$	694	$	483

(1) Amounts in parentheses indicate credits.

(2) These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost (see Note 18 for additional details).

	Amount reclassified from accumulated
	other comprehensive loss(1)
	For the nine		For the nine
Details about accumulated other	months ended		months ended		Affected line item in the
comprehensive loss components	September 30, 2021		September 30, 2020		statement of operations
Realized gains on sale of securities
	$	(84)	$	—	Net realized gains on investment securities
		18		—	Provision for income taxes
	$	(66)	$	—
Amortization of estimated defined benefit pension plan loss(2)
	$	2,949	$	1,833	Other expense
		(619)		(385)	Provision for income taxes
	$	2,330	$	1,448
Total reclassifications for the period	$	2,264	$	1,448

(1) Amounts in parentheses indicate credits.

(2) These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost (see Note 18 for additional details).

14.  Regulatory Capital

The Company is subject to various capital requirements administered by the federal banking agencies. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Failure to meet 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 Company’s consolidated financial statements. For a more detailed discussion, see the Capital Resources section of Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A).

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below) of total, common equity tier 1, and tier 1 capital to risk-weighted assets (as defined) and tier 1 capital to average assets. Additionally, under Basel III rules, the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital. As of September 30, 2021, the Bank was categorized as “well capitalized” under the regulatory framework for prompt corrective action promulgated by the Federal Reserve. The Company believes that no conditions or events have occurred that would

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change this conclusion as of such date. To be categorized as well capitalized, the Bank must maintain minimum total capital, common equity tier 1 capital, tier 1 capital, and tier 1 leverage ratios as set forth in the table.

	At September 30, 2021
											TO BE WELL
									MINIMUM		CAPITALIZED
									REQUIRED		UNDER
									FOR		PROMPT
									CAPITAL		CORRECTIVE
									ADEQUACY		ACTION
	COMPANY				BANK				PURPOSES		REGULATIONS*
	AMOUNT		RATIO		AMOUNT		RATIO		RATIO		RATIO
	(IN THOUSANDS, EXCEPT RATIOS)
Total Capital (To Risk Weighted Assets)	$	147,516	13.61	%	$	132,583	12.28	%	8.00	%	10.00	%
Tier 1 Common Equity (To Risk Weighted Assets)		107,829	9.95			119,496	11.07		4.50		6.50
Tier 1 Capital (To Risk Weighted Assets)		107,829	9.95			119,496	11.07		6.00		8.00
Tier 1 Capital (To Average Assets)		107,829	7.87			119,496	8.87		4.00		5.00

	At December 31, 2020
											TO BE WELL
									MINIMUM		CAPITALIZED
									REQUIRED		UNDER
									FOR		PROMPT
									CAPITAL		CORRECTIVE
									ADEQUACY		ACTION
	COMPANY				BANK				PURPOSES		REGULATIONS*
	AMOUNT		RATIO		AMOUNT		RATIO		RATIO		RATIO
	(IN THOUSANDS, EXCEPT RATIOS)
Total Capital (To Risk Weighted Assets)	$	135,777	12.93	%	$	125,182	11.95	%	8.00	%	10.00	%
Tier 1 Common Equity (To Risk Weighted Assets)		105,653	10.06			112,965	10.78		4.50		6.50
Tier 1 Capital (To Risk Weighted Assets)		117,556	11.20			112,965	10.78		6.00		8.00
Tier 1 Capital (To Average Assets)		117,556	9.29			112,965	9.03		4.00		5.00

*Applies to the Bank only.

It should be noted that, in addition to earnings performance positively impacting regulatory capital, the August 26, 2021 issuance of $27 million in subordinated debt resulted in the total capital ratios at both the Company and the Bank improving to a greater degree than they otherwise would have between the second and third quarter of 2021. This improvement is due to the new $27 million subordinated debt issuance being larger than the aggregate $20 million of debt instruments that it replaced. The new $27 million of subordinated debt qualifies as tier 2 capital at the Company and replaced $13.1 million of guaranteed junior subordinated debt, which qualified as tier 1 capital, and $7.65 million of subordinated debt that, similar to the new subordinated debt, qualified as tier 2 capital. As a result, the tier 1 capital ratio decreased at the Company and is now equal to the tier 1 common equity ratio. Since the new subordinated debt issuance was greater than the aggregate total of the debt instruments that it replaced, the Parent Company downstreamed $3.5 million as capital to the Bank. This new capital at the Bank qualifies as tier 1 capital and resulted in further improvement to all of its regulatory capital ratios.

15.  Derivative Hedging Instruments

The Company can use various interest rate contracts, such as interest rate swaps, caps, floors and swaptions to help manage interest rate and market valuation risk exposure, which is incurred in normal recurrent banking activities. The Company can use derivative instruments, primarily interest rate swaps, to manage interest rate risk and match the rates on certain assets by hedging the fair value of certain fixed rate debt, which converts the debt to variable rates and by hedging the cash flow variability associated with certain variable rate debt by converting the debt to fixed rates.

Interest Rate Swap Agreements

To accommodate the needs of our customers and support the Company’s asset/liability positioning, we may enter into interest rate swap agreements with customers and a large financial institution that specializes in these types of

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transactions. These arrangements involve the exchange of interest payments based on the notional amounts. The Company entered into floating rate loans and fixed rate swaps with our customers. Simultaneously, the Company entered into offsetting fixed rate swaps with this large financial institution. In connection with each swap transaction, the Company agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on the same notional amount at a fixed interest rate. At the same time, the Company agrees to pay the large financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. These transactions allow the Company’s customers to effectively convert a variable rate loan to a fixed rate. Because the Company acts as an intermediary for its customers, changes in the fair value of the underlying derivative contracts offset each other and do not significantly impact the Company’s results of operations.

These swaps are considered free-standing derivatives and are reported at fair value within other assets and other liabilities on the Consolidated Balance Sheets. Disclosures related to the fair value of the swap transactions can be found in Note 19.

The following table summarizes the interest rate swap transactions that impacted the Company’s first nine months of 2021 and 2020 performance (in thousands, except percentages).

	At September 30, 2021
							INCREASE
		AGGREGATE		WEIGHTED			(DECREASE)
		NOTIONAL		AVERAGE RATE		REPRICING	IN INTEREST
	HEDGE TYPE	AMOUNT		RECEIVED/(PAID)		FREQUENCY	EXPENSE
Swap assets	N/A	$	55,061	2.59	%	Monthly	$	(602)
Swap liabilities	N/A		(55,061)	(2.59)		Monthly		602
Net exposure			—	—				—

	At September 30, 2020
							INCREASE
		AGGREGATE		WEIGHTED			(DECREASE)
		NOTIONAL		AVERAGE RATE		REPRICING	IN INTEREST
	HEDGE TYPE	AMOUNT		RECEIVED/(PAID)		FREQUENCY	EXPENSE
Swap assets	N/A	$	36,726	3.06	%	Monthly	$	(345)
Swap liabilities	N/A		(36,726)	(3.06)		Monthly		345
Net exposure			—	—				—

Risk Participation Agreement

The Company entered into a risk participation agreement (RPA) with the lead bank of a commercial real estate loan arrangement. As a participating bank, the Company guarantees the performance on a borrower-related interest rate swap contract. The Company has no obligations under the RPA unless the borrower defaults on their swap transaction with the lead bank and the swap is a liability to the borrower. In that instance, the Company has agreed to pay the lead bank a pre-determined percentage of the swap’s value at the time of default. In exchange for providing the guarantee, the Company received an upfront fee from the lead bank.

RPAs are derivative financial instruments and are recorded at fair value. These derivatives are not designated as hedges and therefore, changes in fair value are recognized in earnings with a corresponding offset within other liabilities. Disclosures related to the fair value of the RPA can be found in Note 19. The notional amount of the risk participation agreement outstanding at September 30, 2021 was $2.6 million.

The Company monitors and controls all derivative products with a comprehensive Board of Directors approved Hedging Policy. This policy permits a total maximum notional amount outstanding of $500 million for interest rate swaps, interest rate caps/floors, and swaptions. All hedge transactions must be approved in advance by the Investment Asset/Liability Committee (ALCO) of the Board of Directors, unless otherwise approved, as per the terms, within the Board of Directors approved Hedging Policy. The Company had no caps or floors outstanding at September 30, 2021 and 2020. None of the Company's derivatives are designated as hedging instruments.

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16.  Segment Results

The financial performance of the Company is also monitored by an internal funds transfer pricing profitability measurement system which produces line of business results and key performance measures. The Company’s major business units include community banking, wealth management, and investment/parent. The reported results reflect the underlying economics of the business segments. Expenses for centrally provided services are allocated based upon the cost and estimated usage of those services. The businesses are match-funded and interest rate risk is centrally managed and accounted for within the investment/parent business segment. The key performance measure the Company focuses on for each business segment is net income contribution.

The community banking segment includes both retail and commercial banking activities. Retail banking includes the deposit-gathering branch franchise and lending to both individuals and small businesses. Lending activities include residential mortgage loans, direct consumer loans, and small business commercial loans. Commercial banking to businesses includes commercial loans, business services, and CRE loans. The wealth management segment includes the Trust Company, West Chester Capital Advisors (WCCA), our registered investment advisory firm, and Financial Services. Wealth management activities include personal trust products and services such as personal portfolio investment management, estate planning and administration, custodial services and pre-need trusts. Also, institutional trust products and services such as 401(k) plans, defined benefit and defined contribution employee benefit plans, and individual retirement accounts are included in this segment. Financial Services include the sale of mutual funds, annuities, and insurance products. The wealth management businesses also include the union collective investment funds (ERECT funds) which are designed to use union pension dollars in construction projects that utilize union labor. The investment/parent includes the net results of investment securities and borrowing activities, general corporate expenses not allocated to the business segments, interest expense on corporate debt, and centralized interest rate risk management. Inter-segment revenues were not material.

The contribution of the major business segments to the Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands):

	Three months ended				Nine months ended
	September 30, 2021				September 30, 2021
	Total revenue		Net income (loss)		Total revenue		Net income (loss)
Community banking	$	12,515	$	2,801	$	38,605	$	9,059
Wealth management		3,154		831		9,082		2,227
Investment/Parent		(2,027)		(2,201)		(5,473)		(6,066)
Total	$	13,642	$	1,431	$	42,214	$	5,220

	Three months ended				Nine months ended
	September 30, 2020				September 30, 2020
	Total revenue		Net income (loss)		Total revenue		Net income (loss)
Community banking	$	12,263	$	2,509	$	36,096	$	7,788
Wealth management		2,620		547		7,672		1,510
Investment/Parent		(1,788)		(1,978)		(4,850)		(5,392)
Total	$	13,095	$	1,078	$	38,918	$	3,906

17.  Commitments and Contingent Liabilities

The Company had various outstanding commitments to extend credit approximating $265.5 million and $213.9 million along with standby letters of credit of $13.4 million and $13.3 million as of September 30, 2021 and December 31, 2020, respectively. The Company’s exposure to credit loss in the event of nonperformance by the other party to these commitments to extend credit and standby letters of credit is represented by their contractual amounts. The Bank uses the same credit and collateral policies in making commitments and conditional obligations as for all other lending. The carrying amount of the reserves for AmeriServ obiligations related to unfunded commitments and standby letters of credit was $963,000 at September 30, 2021 and $872,000 at December 31, 2020.

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Additionally, the Company is also subject to a number of asserted and unasserted potential claims encountered in the normal course of business. In the opinion of the Company, neither the resolution of these claims nor the funding of these credit commitments will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

18.  Pension Benefits

The Company has a noncontributory defined benefit pension plan covering certain employees who work at least 1,000 hours per year. The participants have a vested interest in their accrued benefit after five full years of service. The benefits of the plan are based upon the employee’s years of service and average annual earnings for the highest five consecutive calendar years during the final ten-year period of employment. Plan assets are primarily debt securities (including U.S. Treasury and Agency securities, corporate notes and bonds), listed common stocks (including shares of AmeriServ Financial, Inc. common stock which is limited to 10% of the plan’s assets), mutual funds, and short-term cash equivalent instruments. The net periodic pension cost for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands):

	Three months ended				Nine months ended
	September 30,				September 30,
	2021		2020		2021		2020
COMPONENTS OF NET PERIODIC BENEFIT COST:
Service cost	$	429	$	419	$	1,287	$	1,257
Interest cost		221		320		664		960
Expected return on plan assets		(1,004)		(811)		(3,012)		(2,433)
Recognized net actuarial loss		610		611		1,829		1,833
Settlement charge		269		—		1,120		—
Net periodic pension cost	$	525	$	539	$	1,888	$	1,617

The service cost component of net periodic benefit cost is included in salaries and employee benefits and all other components of net periodic benefit cost are included in other expense on the Consolidated Statements of Operations.

The Company recognized a $269,000 and $1.1 million settlement charge in connection with its defined benefit pension plan in the third quarter and first nine months of 2021, respectively. A settlement charge must be recognized when the total dollar amount of lump sum distributions paid from the pension plan to retired employees exceed a threshold of expected annual service and interest costs in the current year. So far in 2021, all employees that retired have elected to take a lump sum distribution as opposed to collecting future monthly annuity payments since the value of the lump sums is elevated due to the historically low interest rates. It is anticipated that the Company will be required to recognize additional settlement charges during the fourth quarter of 2021 as more people retire. However, the amounts of these future settlement charges are difficult to estimate. It is important to note that since the retired employees have chosen to take the lump sum payments, these individuals are no longer included in the pension plan. Therefore, the Company’s normal annual pension expense is expected to continue to decline in the future.

The accrued pension liability, which had a positive (debit) balance of $17.2 million, was reclassified to other assets on the Consolidated Balance Sheets as of September 30, 2021. The balance of the accrued pension liability became a positive value as a result of the $8.0 million contribution made in 2021 and the revaluation of the obligation due to the recognition of the settlement charge.

The Company implemented a soft freeze of its defined benefit pension plan to provide that non-union employees hired on or after January 1, 2013 and union employees hired on or after January 1, 2014 are not eligible to participate in the pension plan. Instead, such employees are eligible to participate in a qualified 401(k) plan. This change was made to help reduce pension costs in future periods.

19.  Disclosures about Fair Value Measurements and Financial Instruments

The following disclosures establish a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. Financial assets and liabilities are classified in their

33

entirety based on the lowest level of input that is significant to the fair value measurement. The three broad levels defined within this hierarchy are as follows:

Level I:   Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

Level II:   Pricing inputs are other than the quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently and items that are fair-valued using other financial instruments, the parameters of which can be directly observed.

Level III:   Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

Assets and Liabilities Measured and Recorded on a Recurring Basis

Equity securities are reported at fair value utilizing Level 1 inputs. These securities are mutual funds held within a rabbi trust for the Company's executive deferred compensation plan. The mutual funds held are open-end funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value and to transact at that price.

Securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quoted market spreads, cash flows, the US Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.

The fair values of the interest rate swaps used for interest rate risk management and the risk participation agreement associated with a commercial real estate loan are based on an external derivative valuation model using data inputs from similar transactions as of the valuation date and classified Level 2.

The following table presents the assets and liabilities measured and reported on the Consolidated Balance Sheets on a recurring basis at their fair value as of September 30, 2021 and December 31, 2020, by level within the fair value hierarchy (in thousands).

	Fair Value Measurements at September 30, 2021
	TOTAL		(LEVEL 1)		(LEVEL 2)		(LEVEL 3)
Equity securities (1)	$	516	$	516	$	—	$	—
Available for sale securities:
U.S. Agency		7,635		—		7,635		—
U.S. Agency mortgage-backed securities		78,760		—		78,760		—
Municipal		20,302		—		20,302		—
Corporate bonds		53,656		—		53,656		—
Interest rate swap asset (1)		1,574		—		1,574		—
Interest rate swap liability (2)		(1,574)		—		(1,574)		—
Risk participation agreement (2)		(8)		—		(8)		—

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	Fair Value Measurements at December 31, 2020
	TOTAL		(LEVEL 1)		(LEVEL 2)		(LEVEL 3)
Equity securities (1)	$	443	$	443	$	—	$	—
Available for sale securities:
U.S. Agency		3,152		—		3,152		—
U.S. Agency mortgage-backed securities		67,913		—		67,913		—
Municipal		20,348		—		20,348		—
Corporate bonds		52,752		—		52,752		—
Interest rate swap asset (1)		3,320		—		3,320		—
Interest rate swap liability (2)		(3,320)		—		(3,320)		—

(1) Included within other assets on the Consolidated Balance Sheets.

(2) Included within other liabilities on the Consolidated Balance Sheets.

Assets Measured and Recorded on a Non-Recurring Basis

Loans considered impaired are loans for which, based on current information and events, it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans are reported at the fair value of the underlying collateral if the repayment is expected solely from the collateral. Collateral values are estimated using Level 3 inputs based on observable market data which at times are discounted using unobservable inputs. At September 30, 2021, collateral-based impaired loans with a carrying value of $7,000 were reduced by a specific valuation allowance totaling $6,000 resulting in a net fair value of $1,000. At December 31, 2020, collateral-based impaired loans with a carrying value of $266,000 were reduced by a specific valuation allowance totaling $8,000 resulting in a net fair value of $258,000.

Other real estate owned is measured at fair value based on appraisals, less estimated costs to sell at the date of foreclosure. The Bank’s internal Assigned Risk Department estimates the fair value of repossessed assets, such as vehicles and equipment, using a formula driven analysis based on automobile or other industry data, less estimated costs to sell at the time of repossession. Valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value, less cost to sell. Income and expenses from operations and changes in valuation allowance are included in the net expenses from OREO and repossessed assets.

Assets measured and recorded at fair value on a non-recurring basis are summarized below (in thousands, except range data):

	Fair Value Measurements
September 30, 2021	TOTAL		(LEVEL 1)		(LEVEL 2)		(LEVEL 3)
Impaired loans	$	1	$	—	$	—	$	1
Other real estate owned and repossessed assets		8		—		—		8

	Fair Value Measurements
December 31, 2020	TOTAL		(LEVEL 1)		(LEVEL 2)		(LEVEL 3)
Impaired loans	$	258	$	—	$	—	$	258

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	Quantitative Information About Level 3 Fair Value Measurements
			Valuation	Unobservable
September 30, 2021	Fair Value		Techniques	Input	Range (Wgtd Avg)
Impaired loans	$	1	Appraisal of	Appraisal	0% to 100% (89%)
			collateral (1)	adjustments(2)
Other real estate owned and repossessed assets		8	Appraisal of	Appraisal	30% (30%)
			collateral (1)	adjustments(2)
				Liquidation	3% (3%)
				expenses

	Quantitative Information About Level 3 Fair Value Measurements
			Valuation	Unobservable
December 31, 2020	Fair Value		Techniques	Input	Range (Wgtd Avg)
Impaired loans	$	258	Appraisal of	Appraisal	0% to 100% (3%)
			collateral (1)	adjustments(2)

(1) Fair Value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not identifiable. Also includes qualitative adjustments by management and estimated liquidation expenses.

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions.

FAIR VALUE OF FINANCIAL INSTRUMENTS

For the Company, as for most financial institutions, approximately 90% of its assets and liabilities are considered financial instruments. Many of the Company’s financial instruments, however, lack an available trading market characterized by a willing buyer and willing seller engaging in an exchange transaction. Therefore, significant estimates and present value calculations were used by the Company for the purpose of this disclosure.

Fair values have been determined by the Company using independent third party valuations that use the best available data (Level 2) and an estimation methodology (Level 3) the Company believes is suitable for each category of financial instruments. Management believes that cash and cash equivalents, bank owned life insurance, regulatory stock, accrued interest receivable and payable, deposits with no stated maturities, and short-term borrowings have fair values which approximate the recorded carrying values. The fair value measurements for all of these financial instruments are Level 1 measurements.

The estimated fair values based on US GAAP measurements and recorded carrying values at September 30, 2021 and December 31, 2020, for the remaining financial instruments not required to be measured or reported at fair value were as follows:

	September 30, 2021
	Carrying
	Value			Fair Value		(Level 1)		(Level 2)		(Level 3)
		(IN THOUSANDS)
FINANCIAL ASSETS:
Investment securities – HTM	$	53,942	$	56,070	$	—	$	53,071	$	2,999
Loans, net of allowance for loan loss and unearned income		983,905		988,679		—		—		988,679
FINANCIAL LIABILITIES:
Deposits with stated maturities		303,025		305,424		—		—		305,424
All other borrowings (1)		70,253		71,207		—		—		71,207

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	December 31, 2020
	Carrying
	Value			Fair Value		(Level 1)		(Level 2)		(Level 3)
		(IN THOUSANDS)
FINANCIAL ASSETS:
Investment securities – HTM	$	44,222	$	47,106	$	—	$	44,108	$	2,998
Loans held for sale		6,250		6,428		6,428		—		—
Loans, net of allowance for loan loss and unearned income		960,750		969,433		—		—		969,433
FINANCIAL LIABILITIES:
Deposits with stated maturities		311,064		314,845		—		—		314,845
All other borrowings(1)		85,493		90,907		—		—		90,907

(1) All other borrowings include advances from Federal Home Loan Bank, guaranteed junior subordinated deferrable interest debentures, and subordinated debt.

Changes in assumptions or estimation methodologies may have a material effect on these estimated fair values. The Company’s remaining assets and liabilities which are not considered financial instruments have not been valued differently than has been customary under historical cost accounting.

20.  Risks and Uncertainties

The impact of the ongoing COVID-19 pandemic is fluid and continues to evolve, adversely affecting many of the Company’s customers. The pandemic and its associated impacts on trade (including supply chains and export levels), travel, employee productivity, unemployment, and consumer spending has resulted in less economic activity, and significant volatility and disruption in the financial markets. The ultimate extent of the impact of the COVID-19 pandemic on the Company’s business, financial condition, and results of operations is currently uncertain and will depend on various developments and other factors, including, among others, the duration and scope of the pandemic, as well as governmental, regulatory, and private sector responses to the pandemic, including the distribution and effectiveness of COVID-19 vaccines, and the associated impacts on the economy, financial markets and our customers, employees, and vendors. While the full effects of the pandemic remain unknown, the Company is committed to supporting its customers, employees, and communities during this difficult time.

21.  Branch Aquisition

On May 21, 2021, AmeriServ Financial Bank, the Company’s wholly owned banking subsidiary, completed its previously announced acquisition from Citizen’s Neighborhood Bank (CNB), an operating division of Riverview Bank, the branch and deposit customers in Meyersdale, Pennsylvania and the deposit customers in Somerset, Pennsylvania. On this date, the Meyersdale branch continued in operation under the AmeriServ name while the Somerset branch customers were transferred to the full service AmeriServ office at 108 West Main Street. Pursuant with the terms of the purchase and assumption agreement, the related deposits, totaling approximately $42 million on the closing date, were acquired for a 3.71% deposit premium, or $1.6 million.

The acquisition was accounted for under the acquisition method of accounting as prescribed by FASB Accounting Standards Codification 805, Business Combinations, as amended. Accordingly, the acquisition’s results of operations have been included in the Company’s results of operations as of the date of acquisition. Under this method of accounting, the purchase price has been allocated to the respective assets acquired and liabilities assumed based on their estimated fair values. Management made significant estimates and exercised significant judgment in accounting for the acquisition.

In accordance with the purchase and assumption agreement, the purchase price of the real property (i.e. premise and equipment) was equal to the net book value as of the date of acquisition. The Company determined that the net book value was a reasonable proxy of fair value based on review of appraisals on record at Riverview Bank. The Company engaged a consultant to assist in the valuation of the core deposit intangible asset and fair value of certificates of deposit. Core deposits include demand deposits, interest-bearing checking, money market, and savings accounts. The core deposit intangible value assigned to the acquired deposits was determined using the income approach and represents the

37

future economic benefit of the potential cost savings from acquiring those core deposits compared to the cost of obtaining generally higher cost FHLB borrowings. Certificates of deposit (CDs) are not considered to be core deposits as they typically are less stable and generally do not have an all-in favorable funding advantage to alternative funding sources. The fair value of CDs represents the present value of the certificates’ expected contractual payments discounted by market rates for similar CDs.

The following table reflects the basis of assets acquired and liabilities assumed from Riverview Bank as of the acquisition date (in thousands).

Consideration received
Cash received			$	40,154
Fair value of assets acquired
Cash and cash equivalents	$	258
Loans		36
Premises and equipment		158
Core deposit intangible		177
Other assets		19
				648
Fair value of liabilities assumed
Deposits		(42,432)
Other liabilities		(37)
				(42,469)
Total fair value of identifiable net assets				(41,821)
Goodwill resulting from acquisition			$	1,667

The Company recorded goodwill and other intangibles associated with the acquisition of the Meyersdale and Somerset branches from Riverview Bank totaling $1.8 million. Goodwill is not amortized, but is periodically evaluated for impairment. The Company did not recognize any impairment during the nine months ended September 30, 2021. The carrying amount of the goodwill at September 30, 2021 related to the Riverview branch acquisition was $1.7 million.

Identifiable intangible assets are amortized to their estimated residual values over their expected useful lives. Such lives are also periodically reassessed to determine if any amortization period adjustments are required. During the nine months ended September 30, 2021, 0 such adjustments were recorded. The identifiable intangible assets consist of a core deposit intangible which is being amortized on an accelerated basis over a ten-year useful life. The gross carrying amount of the core deposit intangible at September 30, 2021 was $166,000 with $11,000 accumulated amortization as of that date.

The amount of revenue of the acquired business since the acquisition date, and the pro-forma results of operations, are not material to the financial statements.

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As of September 30, 2021, the current year and estimated future amortization expense for the core deposit intangible associated with the Riverview branch acquisition is as follows (in thousands):

2021	$	19
2022		30
2023		27
2024		24
2025		21
After five years		56
	$	177

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)

…..2021 THIRD QUARTER SUMMARY OVERVIEW…..AmeriServ reported third quarter 2021 net income of $1,431,000, or $0.08 per diluted common share. This represents a 32.7%, or $353,000, increase from the third quarter of 2020 when net income totaled $1,078,000, or $0.06 per share. Earnings per diluted common share totaled $0.31 for the first nine months of 2021, which represents a 34.8% increase over $0.23 earnings per diluted common share reported for the same period of 2020.

The third quarter of 2021 was a very active quarter for AmeriServ and positions the franchise well for the future. The most significant event of the quarter was the private placement of $27 million in fixed-to-floating rate subordinated notes on August 26, 2021. We utilized $20 million of the funds provided by this private placement to retire more expensive trust preferred securities and subordinated debt. This transaction alone will reduce the annual debt service requirement of AmeriServ by $500,000 beginning in the fourth quarter of 2021. But, also, this transaction permitted AmeriServ to strengthen the capital position of AmeriServ Financial Bank by $5 million. The Bank hopes to leverage this additional capital to further increase lending which should position the Bank for increased future profitability. The entire transaction was initiated and completed within the third quarter of 2021 which enables AmeriServ to begin realizing the benefit in the fourth quarter of 2021.

The timing of the transaction could not have been better. Since December 31, 2020, loans outstanding have increased by about $18 million. The economic recovery from the lockdown has been fitful but here at AmeriServ our loan pipeline has increased beyond its level prior to the pandemic lockdown. We believe that both borrowers and lenders have learned considerably during these times and these lessons learned will become a standard part of our loan underwriting process in this continuing recovery environment.

AmeriServ also continues at a record level of liquidity. Our deposit totals surpassed the billion-dollar mark during the second quarter of 2020 and ended the third quarter of 2021 well above a billion dollars for the sixth consecutive quarter since then. The combination of these events means enhanced capital, increasing loan demand, strong liquidity - a set of operating conditions that is very encouraging.

Previously, we have mentioned our prominence in the mortgage market and that, while not equal to 2020, it appears now that 2021 is probably going to be the second strongest year in the past five years. This is truly a significant element in our Banking for Life pledge.

Wealth management continues to carve out its special position in the AmeriServ array of customer services. Through the summer months, there was much chatter among the self-appointed “smart money” about the expectations for a market correction. It appears that event arrived during September and was estimated by some to be a negative 5% market correction. But for clients of AmeriServ wealth management, it only represented a decline of just 0.7% or less than 1%. The financial market recovery from that slight loss has already occurred. Therefore, if that is the end of the 2021 correction, AmeriServ’s clients are well positioned for a continuing recovery. This array of AmeriServ wealth management businesses, as of September 30, 2021, have already surpassed their net contribution to AmeriServ Financial, Inc. for the entire record year of 2020. They have stepped to the fore at a fortuitous time.

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We do appreciate the job AmeriServ associates have done, and continue to do, in the pandemic environment we are all enduring. At present, more of our staff are in their traditional locations than at any time in the last year and a half.

THREE MONTHS ENDED SEPTEMBER 30, 2021 VS. THREE MONTHS ENDED SEPTEMBER 30, 2020

…..PERFORMANCE OVERVIEW…..The following table summarizes some of the Company’s key performance indicators (in thousands, except per share and ratios).

	Three months ended			Three months ended
	September 30, 2021			September 30, 2020
Net income	$	1,431		$	1,078
Diluted earnings per share		0.08			0.06
Return on average assets (annualized)		0.41	%		0.34	%
Return on average equity (annualized)		5.07	%		4.17	%

The Company reported net income of $1,431,000, or $0.08 per diluted common share. This earnings performance represented a $353,000, or 32.7%, increase from the third quarter of 2020 when net income totaled $1,078,000, or $0.06 per diluted common share. During the third quarter of 2021, the Company continued to achieve record levels of loans. Excluding PPP loan activity, good growth in both commercial real estate loans and residential mortgage loans caused our total loan portfolio to increase by $22 million, or 2.3%, during the quarter. Our third quarter also included the successful completion of a $27 million private placement of subordinated debt. The financial benefits of utilizing the funds from our sub debt offering to retire higher cost debt will begin to be fully realized in the fourth quarter of 2021 which we expect will favorably reduce our cost of funds. As a result of these items, we believe that our net interest margin is well positioned to expand in the fourth quarter of 2021. Additionally, even with growing net interest income, the diversification of our revenue streams continues to be a strength for our Company as 32% of our third quarter revenue came from non-interest income sources, which was driven by record contributions from our wealth management businesses.

…..NET INTEREST INCOME AND MARGIN…..The Company’s net interest income represents the amount by which interest income on earning assets exceeds interest paid on interest bearing liabilities. Net interest income is a primary source of the Company’s earnings, and it is affected by interest rate fluctuations as well as changes in the amount and mix of earning assets and interest bearing liabilities. The following table compares the Company’s net interest income performance for the third quarter of 2021 to the third quarter of 2020 (in thousands, except percentages):

	Three			Three
	months ended			months ended
	September 30, 2021			September 30, 2020			Change			% Change
Interest income	$	11,372		$	11,237		$	135		1.2	%
Interest expense		2,146			2,446			(300)		(12.3)
Net interest income	$	9,226		$	8,791		$	435		4.9
Net interest margin		2.85	%		2.97	%		(0.12)	%	N/M

N/M — not meaningful

The Company’s net interest income in the third quarter of 2021 increased by $435,000, or 4.9%, from the prior year’s third quarter while the net interest margin of 2.85% was 12 basis points lower than the net interest margin of 2.97% for the third quarter of 2020. The third quarter of 2021 results were indicative of the Company’s effective execution of strategies as continued improvement in the economic environment was conducive to growth, as demonstrated by an increase in our revenues while we work to meet the challenges of the current low interest rate environment. While businesses and consumers are resuming their normal activities and more people are getting vaccinated, recent developments and the Delta variant remind us that many risks remain. The Company has proven to be resilient and will continue to adapt in this fluid environment, adjust in real time, and prioritize the well-being of our employees and the communities we serve.

The Company continued to experience significantly higher than historical levels of both total average loans and total average deposits for the third quarter of 2021 versus the same period of 2020. This growth is due to successful business

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development efforts, the impact from the government stimulus programs and the Somerset County branch acquisition. Net interest income improved due to the positive impact of commercial real estate and residential mortgage loan growth as well as the low interest rate environment favorably impacting deposit and FHLB borrowings interest expense. The combination of these two factors more than offset the unfavorable impact of net interest margin pressure from lower earning asset yields. Overall, the decrease in total interest expense combined with the slight increase in total interest income, resulted in net interest income increasing for the third quarter of 2021, compared to last year.

The average balance of total interest earning assets for the third quarter of 2021 totaled $1.3 billion, which is $112.0 million, or 9.6%, higher than the third quarter of 2020. Likewise, on the liability side of the balance sheet, total average deposits for the third quarter increased by $134.7 million, or 12.8%, since last year. As stated previously, total loans continue to be significantly higher than historical levels and averaged $989.2 million in the third quarter of 2021 which is $56.0 million, or 6.0%, higher than the $933.1 million average for the third quarter of 2020. Commercial loan pipelines returned to pre-COVID levels early this year and reached record levels during the third quarter. The growth experienced in our commercial real estate portfolio resulted in traditional loan fee income increasing by $126,000, or 61.9%, for the quarter when compared to the same time period from last year. Total PPP loans averaged $35.8 million for the quarter, decreasing by $32.2 million from last year’s third quarter average as nearly all loans from the first round of this government stimulus program have been forgiven. Further, the overall total loan portfolio volume stabilized during the third quarter in comparison to the previous quarter in 2021 as additional loan growth was offset by declining PPP loans as they complete the forgiveness process. Strong residential mortgage loan production also continued through the third quarter of 2021. The Company revised strategy in 2021 and retained a higher percentage of our residential mortgage loan production in the loan portfolio as opposed to selling into the secondary market. In the third quarter of 2021, the Company retained 100% of total residential mortgage loan production in the loan portfolio. This compares to a retention of approximately 35% in the third quarter of 2020. This strategic change allowed us to more profitably deploy a portion of the increased liquidity that we have on our balance sheet.

The Company remains committed to prudently working with and supporting our borrowers that have been hardest hit by the pandemic by granting them loan payment modifications. Borrower requested modifications primarily consist of the deferral of principal and/or interest payments for a period of three to six months. On September 30, 2021, loans totaling only $15.7 million, or 1.6% of total loans, were on a payment modification plan. These loans include five commercial borrowers primarily in the hospitality industry. This current level of borrowers requesting payment deferrals is down sharply from its peak level of approximately $200 million as of June 30, 2020. Management continues to carefully monitor asset quality with a particular focus on these customers that have requested payment deferrals. Deferral extension requests are considered based upon the customer’s needs and their impacted industry, borrower and guarantor capacity to service debt and issued regulatory guidance.

Total investment securities averaged $217.9 million for the third quarter of 2021, which is $30.1 million, or 16.0%, higher than the $187.8 million average for the third quarter of 2020. The Company continues to be selective when purchasing securities due to the low interest rate environment. However, a slightly more favorable yield curve existed earlier this year as the long end of the U.S. Treasury yield curve increased while the short end of the curve remained relatively stable. This resulted in improved yields for federal agency mortgage-backed securities and federal agency bonds, and management decided to add more of these investments to our portfolio. Similar to our change in strategy to retain more residential mortgage loan production in our loan portfolio, the steeper yield curve provided the opportunity to more profitably deploy a portion of the increased liquidity on our balance sheet into the securities portfolio as opposed to leaving these funds in low yielding federal funds sold. This redeployment of funds also resulted in securities growing between years. The Company also continued to purchase taxable municipal and corporate securities.

Similar to what is occurring across the banking industry, our liquidity position continues to be strong due to the significant influx of deposits. The challenges this increased liquidity presents are twofold. First, there is uncertainty regarding the duration that these increased funds will remain on the balance sheet which will be determined by customer behavior as economic conditions change. The second challenge is to profitably deploy this increased liquidity given the current low yields on short-term investment products. As a result, short-term investment balances averaged $71.4 million in the third quarter of 2021, which remains high by historical standards. Late in the third quarter, the Company benefitted from utilizing a significant portion of our increased liquidity to allow a $33 million, high cost, institutional deposit to mature. This resulted in total short-term investments declining to a more manageable level. However, continued diligent monitoring and management of our short-term investment position is required. Therefore, future loan

41

growth and continued prudent investment in securities are critical to achieve the best return. Overall, total interest income on both loans and investments increased by $135,000, or 1.2%, between years.

Total interest expense for the third quarter of 2021 decreased by $300,000, or 12.3%, when compared to the third quarter of 2020, due to lower levels of deposit and Federal Home Loan Bank (FHLB) borrowings interest expense. Deposit interest expense was lower by $538,000, or 31.2%, despite the previously mentioned increase in deposits that occurred reflecting new deposit inflows as well as the loyalty of the bank’s core deposit base. As mentioned previously, total deposits did decrease late in the third quarter due to the maturity of a $33 million institutional deposit that had a cost of 2.95%. Management elected to replace the maturity of this high cost, large deposit with the additional deposits obtained from the Somerset County branch acquisition. The maturity of this large deposit customer account will result in approximately $900,000 of annual interest expense savings with only $34,000 of this savings realized in the third quarter of 2021. In addition, management continued to effectively execute several deposit product pricing reductions in order to address the net interest margin challenges presented by the low interest rate environment. As a result, the Company experienced deposit cost relief. Specifically, our total deposit cost averaged 0.40% in the third quarter of 2021 compared to 0.65% in the third quarter of 2020, representing a meaningful decrease of 25 basis points. It should be noted that the Somerset County branch and deposit acquisition resulted in approximately $42 million of additional deposits coming on to our balance sheet in the middle of the second quarter. Therefore, total average deposit volumes in the third quarter of 2021 reflect the first full impact to quarterly average deposits due to the acquisition. Overall, the Company’s loan to deposit ratio averaged 83.2% in the third quarter of 2021, which we believe indicates that the Company has ample capacity to continue to grow its loan portfolio and is strongly positioned to provide the necessary assistance to our customers and our community as they recover from the COVID-19 pandemic and respond to an improving economy.

Total short-term and FHLB borrowings interest expense for the third quarter of 2021 is lower by $64,000, or 22.8%, compared to the same time frame in 2020. The current strong liquidity position has allowed the Company to paydown short-term and FHLB advances, which typically cost more than similar term deposit products. At September 30, 2021, total short-term and FHLB advances were $43.7 million, which is $36.6 million, or 45.6%, lower than the September 30, 2020 level.

The Company completed a private placement of $27 million in fixed-to-floating rate subordinated notes on August 26, 2021. The notes have a fixed annual interest rate of 3.75%, payable until September 1, 2026. From and including September 1, 2026, the interest rate will reset quarterly to the then-current three-month Secured Overnight Financing Rate (SOFR) plus 3.11%. The Company used approximately $20 million of the net proceeds to retire its existing subordinated debt and trust preferred securities that had a weighted average cost of 7.73%. This action will reduce the Company’s interest expense by approximately $500,000 annually. The remainder of the proceeds are being utilized for general corporate purposes, including the downstream of $3.5 million of capital to the bank which will support additional loan growth. The original subordinated debt and trust preferred securities that the new debt replaced did not leave the balance sheet until September 30, 2021 as per terms required to appropriately retire the existing debt. Therefore, we had one full month of the new and the old debt instruments on our balance sheet in September causing additional interest expense. The Company was also required to immediately write off the remaining portion of the unamortized issuance costs from both original debt instruments which generated $202,000 of additional borrowings interest expense in the third quarter of 2021. Therefore, in aggregate, when considering the reduced short-term and FHLB borrowings interest cost, total borrowings interest expense increased by $238,000, or 33.1%, for the third quarter.

The table that follows provides an analysis of net interest income on a tax-equivalent basis (non-GAAP) for the three month periods ended September 30, 2021 and 2020 setting forth (i) average assets, liabilities, and stockholders’ equity, (ii) interest income earned on interest earning assets and interest expense paid on interest bearing liabilities, (iii) average yields earned on interest earning assets and average rates paid on interest bearing liabilities, (iv) the Company’s interest rate spread (the difference between the average yield earned on interest earning assets and the average rate paid on interest bearing liabilities), and (v) the Company’s net interest margin (net interest income as a percentage of average total interest earning assets). For purposes of this table, loan balances include non-accrual loans, and interest income on loans includes loan fees or amortization of such fees which have been deferred, as well as interest recorded on certain non-accrual loans as cash is received. Regulatory stock is included within available for sale investment securities for this analysis. Additionally, a tax rate of 21% was used to compute tax-equivalent interest income and yields (non-GAAP). The tax equivalent adjustments to interest income on loans and municipal securities for the three months ended September 30, 2021 and 2020 was $4,000 and $5,000, respectively, which is reconciled to the

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corresponding GAAP measure at the bottom of the table. Differences between the net interest spread and margin from a GAAP basis to a tax-equivalent basis were not material.

Three months ended September 30 (In thousands, except percentages)

	2021						2020
			Interest						Interest
	Average		Income/		Yield/		Average		Income/		Yield/
	Balance		Expense		Rate		Balance		Expense		Rate
Interest earning assets:
Loans and loans held for sale, net of unearned income	$	989,164	$	9,834	3.91	%	$	933,139	$	9,729	4.10	%
Short-term investments and bank deposits		71,361		28	0.15			45,553		55	0.47
Investment securities – AFS		164,835		1,133	2.75			145,489		1,122	3.07
Investment securities – HTM		53,100		381	2.87			42,270		336	3.17
Total investment securities		217,935		1,514	2.78			187,759		1,458	3.10
Total interest earning assets/interest income		1,278,460		11,376	3.52			1,166,451		11,242	3.81
Non-interest earning assets:
Cash and due from banks		20,806						18,512
Premises and equipment		17,678						18,352
Other assets		82,919						72,247
Allowance for loan losses		(11,907)						(9,792)
TOTAL ASSETS	$	1,387,956					$	1,265,770
Interest bearing liabilities:
Interest bearing deposits:
Interest bearing demand	$	220,594	$	63	0.11	%	$	177,242	$	64	0.16	%
Savings		131,184		49	0.14			107,824		36	0.13
Money markets		281,427		169	0.24			237,758		191	0.32
Time deposits		334,635		908	1.08			345,923		1,436	1.67
Total interest bearing deposits		967,840		1,189	0.49			868,747		1,727	0.79
Short-term borrowings		—		—	—			1,429		1	0.24
Advances from Federal Home Loan Bank		45,867		217	1.89			73,857		280	1.52
Guaranteed junior subordinated deferrable interest debentures		12,794		383	11.98			13,085		280	8.57
Subordinated debt		18,017		331	7.34			7,650		130	6.80
Lease liabilities		3,695		26	2.86			3,911		28	2.85
Total interest bearing liabilities/interest expense		1,048,213		2,146	0.81			968,679		2,446	1.01
Non-interest bearing liabilities:
Demand deposits		220,745						185,108
Other liabilities		6,970						9,170
Shareholders’ equity		112,028						102,813
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,387,956					$	1,265,770
Interest rate spread					2.71						2.80
Net interest income/ Net interest margin (non-GAAP)				9,230	2.85	%				8,796	2.97	%
Tax-equivalent adjustment				(4)						(5)
Net Interest Income (GAAP)			$	9,226					$	8,791

…..PROVISION FOR LOAN LOSSES…..The Company recorded a $350,000 provision expense for loan losses in the third quarter of 2021 as compared to a $675,000 provision expense in the third quarter of 2020. The 2021

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provision reflects an improved credit quality outlook for the overall portfolio as criticized asset levels as well as delinquent loan balances have demonstrated improvement this year. This is a reflection of the Company’s loan officers working effectively with our customers as the economy improves and as businesses return to normal operations with limited restrictions. While the provision is lower for the third quarter of 2021 when compared to the third quarter of 2020, the provision expense did increase from the second quarter of 2021 by $250,000 due primarily to the loan growth that the Company experienced during the third quarter. As demonstrated historically, the Company continues its strategic conviction that a strong allowance for loan losses is needed, which has proven to be essential as we support certain borrowers fully recovered from the COVID-19 pandemic. Overall, we believe that non-performing assets remain well controlled and totaled $3.1 million, or 0.31% of total loans, at September 30, 2021 compared to $3.3 million, or 0.34% of total loans, at December 31, 2020. The Company experienced net loan recoveries of $22,000, or 0.01% of total loans, in the third quarter of 2021 which compares favorably to net loan charge-offs of $91,000, or 0.04% of total loans, in the third quarter of 2020. Since the end of the third quarter of 2020, the balance of the allowance for loan losses increased by $1.8 million, or 17.9%, to $12.1 million at September 30, 2021. Management continues to carefully monitor asset quality with a particular focus on loan customers that have requested an additional payment deferral. The Asset Quality Task Force is meeting at least monthly to review these particular relationships, receiving input from the business lenders regarding their ongoing discussions with the borrowers. In summary, the allowance for loan losses provided 389% coverage of non-performing assets, and 1.22% of total loans, at September 30, 2021, compared to 341% coverage of non-performing assets, and 1.16% of total loans, at December 31, 2020. The reserve coverage of total loans, excluding PPP loans (non-GAAP), was 1.25% at September 30, 2021. The Small Business Administration guarantees 100% of the PPP loans made to eligible borrowers which minimizes the level of credit risk associated with these loans. See the reconciliation of the non-GAAP measure of the reserve coverage of total loans, excluding PPP loans, within the Allowance for Loan Losses Section of the MD&A.

…..NON-INTEREST INCOME….. Non-interest income for the third quarter of 2021 totaled $4.4 million and increased by $112,000, or 2.6%, from the third quarter of 2020 performance. Factors contributing to the higher level of non-interest income for the quarter included:

● a $533,000, or 20.5%, increase in wealth management fees as the entire wealth management group has performed exceptionally well through the pandemic, actively working for clients to increase the value of their holdings in the financial markets and adding new business. The fair market value of wealth management assets remained relatively consistent since the second quarter of 2021 and totaled $2.6 billion and improved from the early pandemic fair market value low point at March 31, 2020, exceeding by $612.7 million, or 30.9%;

● a $492,000, or 97.0%, decrease in net gains on loans held for sale due to the Company’s revised strategy to retain a higher percentage of our residential mortgage loan production in the loan portfolio as opposed to selling into the secondary market;

● an $80,000, or 49.7%, decrease in mortgage related fees due to a lower level of residential mortgage loan production;

● a $60,000, or 37.3%, increase in revenue from bank owned life insurance as a result of a financial floor taking hold which caused increased earnings and a higher rate of return on certain policies; and

● a $37,000, or 5.6%, increase in other income primarily due to higher interchange fee income that resulted from increased usage of debit cards as the pandemic caused consumers to increase online purchases and many businesses to implement contactless services by not accepting cash due to health safety concerns. Another indication that consumers are becoming more active and increasing their spending habits is service charges on deposit accounts comparing favoraby by $54,000, or 26.2%.

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…..NON-INTEREST EXPENSE….. Non-interest expense for the third quarter of 2021 totaled $11.5 million and increased by $413,000, or 3.7%, from the prior year’s third quarter. Factors contributing to the higher level of non-interest expense for the quarter included:

● a $124,000, or 9.3%, increase in other expense primarily due to the recognition of a $269,000 settlement charge in connection with the Company’s defined benefit pension plan, which is described in Note 18, Pension Benefits;

● the Company recognized costs for the branch acquisition totaling $87,000 for the third quarter of 2021;

● a $72,000, or 1.1%, increase in salaries and employee benefits expense. Factors causing the increase included greater incentive compensation primarily due to commissions earned as a result of strong performance in the wealth management businesses and continued good residential mortgage loan production. Also contributing to the higher salaries and employee benefits expense was increased health care costs; and

● a $30,000, or 21.4%, increase in FDIC deposit insurance expense due to an increase in the asset assessment base.

…..INCOME TAX EXPENSE…..The Company recorded an income tax expense of $341,000, or an effective tax rate of 19.2%, in the third quarter of 2021. This compares to an income tax expense of $235,000, or an effective tax rate of 17.9%, for the third quarter of 2020. The lower effective tax rate in the third quarter of 2020 reflected a modest income tax credit recognized to correct an over accrual of income tax expense that occurred earlier that year.

NINE MONTHS ENDED SEPTEMBER 30, 2021 VS. NINE MONTHS ENDED SEPTEMBER 30, 2020

…..PERFORMANCE OVERVIEW…..The following table summarizes some of the Company’s key performance indicators (in thousands, except per share and ratios).

	Nine months ended			Nine months ended
	September 30, 2021			September 30, 2020
Net income	$	5,220		$	3,906
Diluted earnings per share		0.31			0.23
Return on average assets (annualized)		0.52	%		0.43	%
Return on average equity (annualized)		6.48			5.15

For the nine-month period ended September 30, 2021, the Company reported net income of $5,220,000, or $0.31 per diluted common share. This earnings performance was a $1.3 million, or 33.6%, improvement from the nine-month period of 2020 when net income totaled $3,906,000, or $0.23 per diluted common share. The earnings per share performance for the nine-month period of 2021 increased 34.8% when compared to the nine-month period of 2020. Overall, the increase to net interest income, a growing level of non-interest income, and a reduced loan loss provision more than offset a higher level of non-interest expense resulting in an improved earnings performance for the first nine months of 2021.

…..NET INTEREST INCOME AND MARGIN….. The following table compares the Company’s net interest income performance for the first nine months of 2021 to the first nine months of 2020 (in thousands, except percentages):

	Nine months ended			Nine months ended
	September 30, 2021			September 30, 2020			Change			% Change
Interest income	$	34,979		$	35,242		$	(263)		(0.7)	%
Interest expense		6,194			8,227			(2,033)		(24.7)
Net interest income	$	28,785		$	27,015		$	1,770		6.6
Net interest margin		3.07	%		3.16	%		(0.09)	%	N/M

N/M — not meaningful

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The Company’s net interest income in the first nine months of 2021 increased by $1.8 million, or 6.6%, when compared to the first nine months of 2020. The Company’s net interest margin of 3.07% for the first nine months of 2021 declined by nine basis points from the prior year’s first nine-month time period. Total average earning assets increased in the first nine months of 2021 by $115.9 million, or 10.3%, due to growth in total loans, short-term investments and investment securities. Both non-interest and interest bearing deposits increased resulting in less reliance on higher cost borrowed funds. Overall, total interest expense decreased significantly more than the decrease in total interest income, resulting in net interest income increasing for the year-to-date time period of 2021, compared to last year.

Total loans averaged $987.5 million in the first nine months of 2021 which was $79.9 million, or 8.8%, higher than the 2020 first nine-month average. The economic recovery has been evident in our lending activity as we continued to experience loan growth throughout the first nine months of 2021. The growth experienced in our commercial real estate portfolio resulted in traditional loan fee income increasing by $306,000, or 46.3%, for the nine months when compared to the same time period from last year. Although reduced from its peak in 2020, strong residential mortgage loan production continued throughout 2021. Residential mortgage loan production totaled $76.2 million in the first nine months of 2021 which declined by 22.5% from the production level of $98.3 million achieved in the first nine months of 2020. Despite the decline between years, thus far, this is the second highest level of residential mortgage loan production in the past five years. The Company did revise strategy in 2021 and is retaining a higher percentage of our residential mortgage loan production in the loan portfolio as opposed to selling into the secondary market. In the first nine months of 2021, the Company retained approximately 78% of total residential mortgage loan production in the loan portfolio. This compares to a retention of approximately 30% in the first nine months of 2020. This strategic change allowed us to more profitably deploy a portion of the increased liquidity that we have on our balance sheet. Additionally, loan volumes were positively impacted by the second round of PPP loans, which was announced in late December 2020 as part of the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act and implemented during the middle of January 2021. The Company processed 264 PPP loans totaling $32.3 million from the second round of this program which ended in May 2021. Also, the Company recorded a total of $1.9 million of processing fee income and interest income from PPP lending activity through nine months of 2021, which is $529,000, or 37.7%, higher than the 2020 level. Note that the level of PPP fee income in the third quarter of 2021 decreased significantly when compared to the second quarter of 2021 by $431,000 as nearly all loans from the first round of the program completed the forgiveness process during the second quarter. The remaining PPP loans on the balance sheet from the second round are just beginning the forgiveness process. We anticipate that the majority of the unamortized fees associated with these loans will be recognized as income during the fourth quarter of 2021. Finally, on an end of period basis, excluding total PPP loans, the total loan portfolio grew by approximately $85.9 million, or 9.7%. since the end of the third quarter of 2020.

Total investment securities averaged $206.9 million for the first nine months of 2021, which is $20.0 million, or 10.7%, higher than the $186.9 million average for the first nine months of last year. The Company continues to be selective in 2021 when purchasing securities due to the low interest rate environment. However, a slightly more favorable yield curve existed earlier this year as the long end of the U.S. Treasury yield curve increased while the short end of the curve remained relatively stable. This resulted in improved yields for federal agency mortgage-backed securities and federal agency bonds, and management decided to add more of these investments to our portfolio. Similar to our change in strategy to retain more residential mortgage loan production in our loan portfolio, the steeper yield curve provided the opportunity to more profitably deploy a portion of the increased liquidity on our balance sheet into the securities portfolio as opposed to leaving these funds in low yielding federal funds sold. This redeployment of funds also resulted in securities growing between years. The Company also continued to purchase taxable municipal and corporate securities.

During the first quarter of 2021, the President signed into law another round of economic stimulus as part of the American Rescue Plan Act of 2021. The stimulus checks delivered to most Americans and the financial assistance provided to municipalities and school districts as part of this program, along with our successful business development efforts, contributed to total deposits increasing significantly between years and reaching record levels. Deposit balances were also positively impacted in the second quarter of 2021 by the Somerset County branch acquitision, which provided approximately $42 million of additional deposits. As a result of this robust deposit growth, the Company’s liquidity position continues to be strong. Therefore, the challenge exists to profitably deploy this increased liquidity given the current low yields on short-term investment products. The significant influx of deposits onto the balance sheet resulted in short-term investment balances averaging $50.9 million for the first nine months of 2021, which remains high by

46

historical standards. Late in the third quarter, the Company benefitted from utilizing a significant portion of our increased liquidity to allow a $33 million, high cost, institutional deposit to mature. This resulted in total short-term investments declining to a more manageable level. Overall, for the nine months of 2021, total interest income on both loans and investments decreased by $263,000, or 0.7%, between years despite the increased volumes.

Total interest expense for the first nine months of 2021 decreased by $2.0 million, or 24.7%, when compared to 2020, due to lower levels of both deposit and FHLB borrowings interest expense. Through nine months, deposit interest expense in 2021 is lower by $2.2 million, or 35.6%, despite the previously mentioned increase in the level of deposits. The deposit growth reflects the new deposit inflows as well as the loyalty of the bank’s core deposit base providing a strong foundation from which these new deposits can build. As mentioned previously, total deposits did decrease late in the third quarter due to the maturity of the $33 million institutional deposit that had a cost of 2.95%. Management elected to replace the maturity of this high cost, large deposit with the additional deposits obtained from the Somerset County branch and deposit acquisition. The maturity of this large deposit customer account will result in approximately $900,000 of annual interest expense savings with only $34,000 of this savings realized in the third quarter of 2021. In addition, management continues to effectively execute several deposit product pricing reductions to address the net interest margin challenges presented by the low interest rate environment. As a result, the Company experienced deposit cost relief. Specifically, our total deposit cost averaged 0.45% in the first nine months of 2021 compared to 0.79% in the first nine months of 2020, representing a meaningful decrease of 34 basis points.

Total short-term and FHLB borrowings interest expense for the nine months of 2021 is lower by $175,000, or 20.4%, compared to the same time frame in 2020. The current strong liquidity position has allowed the Company to paydown short-term and FHLB advances, which typically cost more than similar term deposit products. In the first nine months of 2021, total average short-term borrowings and advances from FHLB were $52.2 million, a decrease of $13.7 million, or 20.8%, from the same period during 2020. As described in detail on page 42, the Company completed a private placement of $27 million in fixed-to-floating rate subordinated notes on August 26, 2021. Therefore, in aggregate, when considering the reduced short-term and FHLB borrowings interest cost, total borrowings interest expense increased by $124,000, or 5.7%, for the nine months.

The table that follows provides an analysis of net interest income on a tax-equivalent basis (non-GAAP) for the nine month periods ended September 30, 2021 and 2020. For a detailed discussion of the components and assumptions included in the table, see the paragraph before the quarterly table on page 42. The tax equivalent adjustments to interest income on loans and municipal securities for the nine months ended September 30, 2021 and 2020 was $14,000 and $18,000, respectively, which is reconciled to the corresponding GAAP measure at the bottom of the table. Differences between the net interest spread and margin from a GAAP basis to a tax-equivalent basis were not material.

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Nine months ended September 30 (In thousands, except percentages)

	2021						2020
			Interest						Interest
	Average		Income/		Yield/		Average		Income/		Yield/
	Balance		Expense		Rate		Balance		Expense		Rate
Interest earning assets:
Loans and loans held for sale, net of unearned income	$	987,523	$	30,454	4.08	%	$	907,593	$	30,522	4.44	%
Short-term investments and bank deposits		50,857		47	0.12			34,842		230	0.87
Investment securities – AFS		157,679		3,392	2.87			145,211		3,464	3.18
Investment securities – HTM		49,226		1,100	2.98			41,734		1,044	3.34
Total investment securities		206,905		4,492	2.89			186,945		4,508	3.22
Total interest earning assets/interest income		1,245,285		34,993	3.73			1,129,380		35,260	4.13
Non-interest earning assets:
Cash and due from banks		18,882						18,395
Premises and equipment		17,822						18,497
Other assets		76,147						70,380
Allowance for loan losses		(11,788)						(9,494)
TOTAL ASSETS	$	1,346,348					$	1,227,158
Interest bearing liabilities:
Interest bearing deposits:
Interest bearing demand	$	210,179	$	182	0.12	%	$	172,365	$	424	0.33	%
Savings		124,120		130	0.14			102,498		111	0.15
Money markets		269,509		511	0.25			232,819		867	0.50
Time deposits		337,726		3,074	1.21			344,729		4,652	1.81
Total interest bearing deposits		941,534		3,897	0.55			852,411		6,054	0.95
Short-term borrowings		437		1	0.38			2,860		17	0.80
Advances from Federal Home Loan Bank		51,717		681	1.75			62,979		840	1.79
Guaranteed junior subordinated deferrable interest debentures		12,988		944	9.69			13,085		841	8.57
Subordinated debt		11,106		591	7.09			7,650		390	6.80
Lease liabilities		3,767		80	2.85			3,960		85	2.85
Total interest bearing liabilities/interest expense		1,021,549		6,194	0.81			942,945		8,227	1.16
Non-interest bearing liabilities:
Demand deposits		210,758						171,767
Other liabilities		6,385						11,192
Shareholders’ equity		107,656						101,254
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,346,348					$	1,227,158
Interest rate spread					2.92						2.97
Net interest income/ Net interest margin (non-GAAP)				28,799	3.07	%				27,033	3.16	%
Tax-equivalent adjustment				(14)						(18)
Net Interest Income (GAAP)			$	28,785					$	27,015

…..PROVISION FOR LOAN LOSSES…..For the first nine months of 2021, the Company recorded an $850,000 provision expense for loan losses compared to a $1.3 million provision expense recorded in the first nine months of 2020. The 2021 provision reflects an improved credit quality outlook for the overall portfolio as criticized asset levels as well as delinquent loan balances have demonstrated improvement. Overall, we believe that non-performing assets remain well controlled, totaling $3.1 million, or 0.31% of total loans, at September 30, 2021. The Company experienced low net loan charge-offs of $71,000, or 0.01% of total loans, in the first nine months of 2021 which compare favorably

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to net loan charge-offs of $295,000, or 0.04% of total loans, for the first nine months of 2020. Since the end of the third quarter of 2020, the balance of the allowance for loan losses increased by $1.8 million, or 17.9%, to $12.1 million at September 30, 2021. Management continues to carefully monitor asset quality with a particular focus on loan customers that have requested payment deferral. The Asset Quality Task Force is meeting at least monthly to review these particular relationships, receiving input from the business lenders regarding their ongoing discussions with the borrowers.

…..NON-INTEREST INCOME….. Non-interest income for the first nine months of 2021 totaled $13.4 million and increased by $1.5 million, or 12.8%, from the first nine months of 2020 performance. Factors contributing to the higher level of non-interest income for the nine-month period included:

● a $1.4 million, or 18.4%, increase in wealth management fees as the entire wealth management group has performed exceptionally well through the pandemic, actively working for clients to increase the value of their holdings in the financial markets and adding new business;

● a $447,000, or 41.4%, decrease in net gains on loans held for sale due to the Company’s revised strategy to retain a higher percentage of our residential mortgage loan production in the loan portfolio as opposed to selling into the secondary market;

● a $333,000, or 76.0%, increase in bank owned life insurance income due to the receipt of a $159,000 death claim early in the year as well as 2021 income being positively impacted by a financial floor taking hold which caused increased earnings and a higher rate of return on certain policies;

● a $259,000, or 15.6%, increase in other income primarily due to higher interchange fee income that resulted from increased usage of debit cards as the pandemic caused consumers to increase online purchases and many businesses to implement contactless services by not accepting cash due to health safety concerns;

● a $122,000, or 28.2%, decrease in mortgage related fees due to the lower level of residential mortgage loan production; and

● the Company recognized an $84,000 gain on investment security sales in 2021 as compared to last year when no securities were sold.

…..NON-INTEREST EXPENSE….. Non-interest expense for the first nine months of 2021 totaled $34.9 million and increased by $2.1 million, or 6.5%, from the prior year’s first nine months. Factors contributing to the higher level of non-interest expense for the nine-month period included:

● a $633,000, or 15.9%, increase in other expense primarily due to the recognition of a $1.1 million settlement charge in connection with the Company’s defined benefit pension plan, which is described in Note 18, Pension Benefits. Also contributing to the higher level of other expense was the Company recognizing $92,000 of expense associated with the unfunded commitment reserve so far in 2021 which represents a $244,000 unfavorable shift from 2020;

● a $557,000, or 2.8%, increase in salaries and employee benefits expense. Factors causing the increase included greater incentive compensation primarily due to commissions earned as a result of strong performance in the wealth management businesses and continued good residential mortgage loan production. Also contributing to the higher salaries and employee benefits expense was increased health care costs and employee merit salary increases;

● the Company recognized costs for the branch acquisition totaling $390,000 for the nine-month period of 2021;

● a $231,000, or 6.0%, increase in professional fees resulted from an increased level of outside professional services related costs and increased fees due to the PPP lending activity;

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● a $184,000, or 62.2%, increase in FDIC deposit insurance expense due to an increase in the asset assessment base and the benefit of the Small Bank Assessment Credit being fully utilized in the first quarter of 2020; and

● a $65,000, or 11.8%, decrease in supplies, postage, and freight expense as the majority of the personal protective equipment to protect our employees and customers during the pandemic was purchased last year.

…..INCOME TAX EXPENSE…..The Company recorded an income tax expense of $1.3 million, or an effective tax rate of 19.7%, in the first nine months of 2021. This compares to an income tax expense of $966,000, or an effective tax rate of 19.8%, for the first nine months of 2020. Overall, the increased income tax expense in 2021 is a result of the Company’s improved profitability this year.

…..SEGMENT RESULTS.…..The community banking segment reported a net income contribution of $2,801,000 in the third quarter of 2021 and $9,059,000 for the nine months of 2021 which was higher by $292,000 from the third quarter of last year and by $1,271,000 from the net income contribution for the nine months of 2020. The improvement between years in both time periods is due to a higher level of total revenue and a reduced loan loss provision which more than offset an increased level of non-interest expense. Net interest income improved between years as the reduction to total interest expense more than offset the reduction to total interest income. This segment is being favorably impacted by commercial real estate loan growth which correspondingly resulted in loan charge income increasing in both time periods. Also, loan growth was positively impacted by the Company retaining more residential mortgage loans in the portfolio as opposed to selling in the secondary market. This growth more than offset payoff activity and maturities in the commercial & industrial loan portfolio. Additionally, PPP processing fee income and interest income totaled $273,000 for the quarter and $1,935,000 for the nine months, which was lower by $108,000 for the quarter but higher by $529,000 for the nine months. Overall, total loan interest income increased by $106,000 for the quarter but decreased by $64,000 for the nine month time period. Favorably impacting net interest income was this segment experiencing deposit cost relief as total deposit interest expense decreased in both time periods between years due to management’s action to lower pricing of several deposit products, given the low interest rate environment. The decrease to total deposit interest expense occurred even though total deposits reached another record level which is described previously in the MD&A. This segment will be favorably impacted in the future by management electing to replace the maturity of a high cost, large institutional deposit with the additional deposits obtained from the Somerset County branch acquisition. The maturity of this large deposit customer account will result in approximately $900,000 of annual interest expense savings. This interest expense savings will be evident in the fourth quarter of 2021. The Company recorded a $350,000 provision expense for loan losses for the third quarter of 2021 compared to a $675,000 provision in the third quarter of 2020 and an $850,000 provision expense for the first nine months of 2021 compared to a $1,300,000 provision expense in 2020. This was discussed previously in the Provision for Loan Losses sections within this document. Non-interest income was favorably impacted by a higher level of other income for the nine months due to higher levels of interchange income and revenue from bank owned life insurance (BOLI). Note that the Company electing to retain the majority of residential mortgage loans production in the loan portfolio resulted in a decrease to loan sale gains. Non-interest expense compares unfavorably for both the quarterly comparison and the nine months due to the Company recognizing a settlement charge on its defined benefit pension plan, which was discussed in Note 18, Pension Benefits. The other significant increase to non-interest expense between years for both time periods was additional expense recognized for the Somerset County branch acquisition. Finally, non-interest expense was unfavorably impacted by higher professional fees, FDIC insurance expense and occupancy costs.

The wealth management segment’s net income contribution was $831,000 in the third quarter and $2,227,000 for the first nine months of 2021 which was $284,000 higher than the third quarter of 2020 and $717,000 higher for the nine-month time period. The increase is due to wealth management fees increasing as the entire wealth management group has performed exceptionally well through the pandemic, actively working with clients to increase the value of their holdings in the financial markets and adding new business. Slightly offsetting this favorable performance were higher levels of professional fees and total employee costs. Overall, the fair market value of trust assets under administration totaled $2.6 billion at September 30, 2021, an improvement from the early pandemic fair market value low point at March 31, 2020, exceeding by $612.7 million, or 30.9%.

The investment/parent segment reported a net loss of $2,201,000 in the third quarter of 2021 which is a greater loss by $223,000 than the third quarter of 2020 and a net loss of $6,066,000 in the first nine months of 2021 which is a greater loss by $674,000. The increased loss in both time periods was due to the Company completing the private

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placement of $27 million in subordinated notes on August 26, 2021 which required additional expenses to be recognized during the third quarter of 2021. The original subordinated debt and trust preferred securities that the new debt replaced did not leave the balance sheet until September 30, 2021 as per terms required to appropriately retire the existing debt. Therefore, there was one full month of the new and the old debt instruments being on our balance sheet in September causing additional interest expense. The Company was also required to immediately write off the remaining portion of the unamortized issuance costs from both original debt instruments which generated $202,000 of additional borrowings interest expense in the third quarter of 2021. Sightly offsetting these higher costs was an increase in interest income from the securities portfolio due to a higher volume of securities. As a result of the increased level of liquidity on the Company’s balance sheet, management elected to more profitably deploy these funds into the securities portfolio as opposed to leaving them in low yielding federal funds sold. Finally, and also favorably impacting this segment was the recognition of an $84,000 security sale gain in 2021 after no gain was recognized last year.

…..BALANCE SHEET…..The Company’s total consolidated assets were $1.34 billion at September 30, 2021, which increased by $59.2 million, or 4.6%, from the December 31, 2020 asset level. This change was related, primarily, to increased levels of cash and cash equivalents, investment securities, and loans. Specifically, cash and cash equivalents increased $4.5 million, or 14.2%, as the Company experienced a significant influx of deposits resulting from the government stimulus programs and financial assistance provided to municipalities and school districts. Our liquidity position was also positively impacted by the Somerset County branch and deposit acquisition completed in May 2021, which provided approximately $42 million of additional deposits. These deposit increases were partially offset by the maturity of a $33 million institutional deposit late in the third quarter of 2021. Total investment securities increased $25.9 million, or 13.8%, as the steepening of the U.S. Treasury yield curve in the latter part of the first quarter improved the yield for federal agency mortgage-backed securities and federal agency bonds, making these types of securities more attractive for purchase. The Company also continued to purchase corporate and taxable municipal securities. In addition, loans, net of unearned fees, and loans held for sale increased by $17.7 million, or 1.8%, as a result of the Company’s participation in the PPP and higher levels of commercial real estate and residential mortgage loan production. Finally, other assets increased $13.4 million, or 131.4%, as a result of a reclassification of the accrued pension liability, which had a positive balance of $17.2 million as of September 30, 2021, from other liabilities to other assets. The balance of the accrued pension liability became a positive value as a result of the $8.0 million contribution made in 2021 and the revaluation of the obligation due to the recognition of the settlement charge.

Total deposits increased by $89.5 million, or 8.5%, in the first nine months of 2021. As previously mentioned, this robust growth is the result of the government stimulus programs and the Somerset County branch acquisition which were partially offset by the maturity of a large institutional deposit. As of September 30, 2021, the 25 largest depositors represented 19.3% of total deposits, which is a decrease from December 31, 2020 when it was 21.1%. Total borrowings have decreased by $40.2 million, or 35.2%, since year-end 2020. The decrease was driven, primarily, by a lower level of both short-term borrowings and FHLB term advances. Specifically, at September 30, 2021, the Company had no short-term borrowings outstanding as compared to $24.7 million at December 31, 2020. In addition, FHLB term advances decreased by $21.3 million, or 32.8%, and totaled $43.7 million at September 30, 2021. The current strong liquidity position has allowed the Company to paydown short-term borrowings and FHLB advances. However, the Company continues to utilize the FHLB term advances to help manage interest rate risk. Partially offsetting the decrease in short-term and FHLB borrowings was the previously mentioned subordinated debt transaction. The Company completed a private placement of $27 million in fixed-to-floating rate subordinated notes on August 26, 2021 and used approximately $20 million of the net proceeds to retire its existing subordinated debt and trust preferred securities.

The Company’s total shareholders’ equity increased by $9.3 million, or 8.9%, over the first nine months of 2021 due to the retention of earnings more than offsetting our common stock dividend payments to shareholders. Additionally, the recording of the settlement charge in connection with the defined benefit pension plan and the revaluation of the pension obligation had a positive impact on accumulated other comprehensive loss.

The Company continues to be considered well capitalized for regulatory purposes with a total capital ratio of 13.61%, and a common equity tier 1 capital ratio of 9.95% at September 30, 2021. See the discussion of the Basel III capital requirements under the Capital Resources section below. As of September 30, 2021, the Company’s book value per common share was $6.66 and its tangible book value per common share (non-GAAP) was $5.85. When compared to December 31, 2020, book value per common share improved by $0.54 per common share and tangible book value per

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common share improved by $0.43 per common share. The tangible common equity to tangible assets ratio (non-GAAP) was 7.54% at September 30, 2021 and increased by 25 basis points when compared to December 31, 2020.

The tangible common equity ratio and tangible book value per share are considered to be non-GAAP measures and are calculated by dividing tangible equity by tangible assets or shares outstanding. The Company believes that these non-GAAP financial measures provide information to investors that is useful in understanding its financial condition.  This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results.  Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in these measures, and, because not all companies use the same calculation of tangible common equity and tangible assets, this presentation may not be comparable to other similarly titled measures calculated by other companies. The following table sets forth the calculation of the Company’s tangible common equity ratio and tangible book value per share at September 30, 2021 and December 31, 2020 (in thousands, except share and ratio data):

	September 30,			December 31,
	2021			2020
Total shareholders’ equity	$	113,736		$	104,399
Less: Intangible assets		13,777			11,944
Tangible common equity		99,959			92,455
Total assets		1,338,886			1,279,713
Less: Intangible assets		13,777			11,944
Tangible assets		1,325,109			1,267,769
Tangible common equity ratio (non-GAAP)		7.54	%		7.29	%
Total shares outstanding		17,075,000			17,060,144
Tangible book value per share (non-GAAP)	$	5.85		$	5.42

…..LOAN QUALITY…..The following table sets forth information concerning the Company’s loan delinquency, non-performing assets, and classified assets (in thousands, except percentages):

	September 30,			December 31,			September 30,
	2021			2020			2020
Total accruing loan delinquency (past due 30 to 89 days)	$	1,882		$	5,504		$	2,534
Total non-accrual loans		3,111			2,500			1,724
Total non-performing assets including TDRs*		3,119			3,331			2,603
Accruing loan delinquency, as a percentage of total loans, net of unearned income		0.19	%		0.56	%		0.27	%
Non-accrual loans, as a percentage of total loans, net of unearned income		0.31			0.26			0.18
Non-performing assets, as a percentage of total loans, net of unearned income, and other real estate owned and repossessed assets*		0.31			0.34			0.27
Non-performing assets as a percentage of total assets*		0.23			0.26			0.21
As a percent of average loans, net of unearned income:
Annualized net charge-offs		0.01			0.03			0.04
Annualized provision for loan losses		0.12			0.26			0.19
Total classified loans (loans rated substandard or doubtful)**	$	13,889		$	11,829		$	7,619

* Non-performing assets are comprised of (i) loans that are on a non-accrual basis, (ii) loans that are contractually past due 90 days or more as to interest and principal payments, (iii) performing loans classified as a troubled debt restructuring and (iv) other real estate owned and repossessed assets.

** Total classified loans include non-performing residential mortgage and consumer loans.

Overall, the Company continued to maintain good asset quality in the first nine months of 2021 as evidenced by low levels of non-accrual loans, non-performing assets, and loan delinquency levels that continue to be below 1% of total loans. The increase in non-accrual loans is the result of three commercial loan relationships, two of which were previously designated as a troubled debt restructure (TDR), being transferred into non-accrual status during the first half

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of 2021, which was partially offset by a decrease in non-accrual residential mortgage loans. The increase in classified loans is the result of the risk rating downgrade of two substantial commercial real estate loan relationships during the third quarter of 2021. Additionally, the Company experienced a substantial decrease in accruing loan delinquency primarily attributable to the curing of commercial and residential mortgage account delinquency during the period.

The Company remains committed to prudently working with and supporting our borrowers that have been hardest hit by the pandemic by granting them loan payment modifications. Management continues to carefully monitor asset quality with a particular focus on customers that have requested payment deferrals. The Asset Quality Task Force meets at least monthly to review these particular relationships, receiving input from the business lenders regarding their ongoing discussions with the borrowers. Deferral extension requests are considered based upon the customer’s needs and their impacted industry, borrower and guarantor capacity to service debt and issued regulatory guidance. See the disclosures regarding COVID-19 related modifications within the Non-Performing Assets Including Troubled Debt Restructurings (TDR) footnote.

We also continue to closely monitor the loan portfolio given the number of relatively large-sized commercial and commercial real estate loans within the portfolio. As of September 30, 2021, the 25 largest credits represented 21.5% of total loans outstanding, which represents a decrease from the third quarter of 2020 when it was 23.2%.

…..ALLOWANCE FOR LOAN LOSSES…..The following table sets forth the allowance for loan losses and certain ratios for the periods ended (in thousands, except percentages):

	September 30,			December 31,			September 30,
	2021			2020			2020
Allowance for loan losses	$	12,124		$	11,345		$	10,284
Allowance for loan losses as
a percentage of each of the following:
total loans, net of unearned income		1.22	%		1.16	%		1.08	%
total accruing delinquent loans
(past due 30 to 89 days)		644.21			206.12			405.84
total non-accrual loans		389.71			453.80			596.52
total non-performing assets		388.71			340.59			395.08

The Company recorded an $850,000 provision expense for loan losses in the first nine months of 2021 compared to a $1.3 million provision expense in the first nine months of 2020. As demonstrated historically, the Company continues its strategic conviction that a strong allowance for loan losses is needed, which has proven to be essential as we support certain borrowers fully recover from the COVID-19 pandemic. The 2021 provision reflects an improved credit quality outlook for the overall portfolio as criticized asset levels as well as delinquent loan balances have demonstrated improvement. This is a reflection of the Company’s loan officers working effectively with our customers as the economy improves and as businesses return to normal operations with limited restrictions. As a result of the provision expense sharply exceeding net loan charge-offs over the last 12 months, the balance in the allowance for loan losses increased by $1.8 million, or 17.9%, to $12.1 million at September 30, 2021. The Company’s asset quality continues to remain strong as evidenced by low levels of net loan charge-offs and non-performing assets. Note that the reserve coverage to total loans, excluding PPP loans, is 1.25% (non-GAAP) at September 30, 2021.

Management believes that this non-GAAP measure provides a greater understanding of ongoing operations and enhances comparability of results of operations with prior periods. The Company believes that investors may use this non-GAAP measure to analyze the Company’s financial condition without the impact of unusual items or events that may obscure trends in the Company’s underlying financial condition.  This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in these measures and that different companies might calculate these measures differently.

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The following table sets forth the calculation of the Company’s allowance for loan loss reserve coverage to total loans (GAAP) and the reserve coverage to total loans, excluding PPP loans (non-GAAP), at September 30, 2021 (in thousands, except percentages).

	SEPTEMBER 30,
	2021
Allowance for loan losses	$	12,124
Total loans, net of unearned income		996,029
Reserve coverage		1.22	%
Reserve coverage to total loans, excluding PPP loans:
Allowance for loan losses	$	12,124
Total loans, net of unearned income		996,029
PPP loans		(29,260)
		966,769
Non-GAAP reserve coverage		1.25	%

…..LIQUIDITY…..The Company’s liquidity position continues to be strong due to effective business development efforts as well as the significant influx of deposits that resulted from the government stimulus programs. Also, deposit levels were positively impacted in the second quarter of 2021 by the Somerset County branch acquisition. In addition, the Company’s loyal core deposit base continues to prove to be a source of strength for the Company during periods of market volatility. As a result, the Company continued to experience significantly higher than historical levels of total average deposits for both the quarter and year-to-date time periods in 2021 versus 2020. Total deposits reached another record level, averaging $1.189 billion for the third quarter of 2021. Total deposits did decrease late in the third quarter of 2021 due to the maturity of a $33 million institutional deposit that had a cost of 2.95%, which is mentioned previously in this document. The core deposit base is adequate to fund the Company’s operations. Cash flow from maturities, prepayments and amortization of securities is used to help fund loan growth. Average short-term investments grew during the third quarter of 2021 and continue to be higher than they have been historically which presents the challenge of profitably deploying this excess liquidity given the current low yields on short term investment products. An additional challenge is the uncertainty regarding the duration that these excess funds will remain on the balance sheet which will be determined by customer behavior as the economic conditions change. Note that the late third quarter maturity of the $33 million, high cost, institutional deposit resulted in total short-term investments declining to a more manageable level. On an end of period basis, at September 30, 2021, total interest bearing deposits and short-term investments decreased by $1.0 million since December 31, 2020. In addition to the commercial real estate loan growth experienced during the year and greater level of residential mortgage loans being retained in the portfolio, a portion of this increased liquidity was invested in additional securities to more profitably deploy the increased liquidity. We strive to operate our loan to deposit ratio in a range of 80% to 100%. The Company’s loan to deposit ratio averaged 83.2% in the third quarter of 2021. The Company has ample capacity to continue to grow its loan portfolio and is strongly positioned to provide the necessary assistance to our customers and our community as they continue their recovery from the COVID-19 pandemic and respond to an improving economy. We are also well positioned to service our existing loan pipeline and grow our loan to deposit ratio while remaining within our guideline parameters.

Liquidity can also be analyzed by utilizing the Consolidated Statements of Cash Flows. Cash and cash equivalents increased by $4.5 million from December 31, 2020, to $36.0 million at September 30, 2021, due to $7.6 million of cash provided by operating activities and $5.5 million of cash provided by financing activities which more than offset $8.6 million of cash used in investing activities. Within financing activities, the Company redeemed the $13.1 million of guaranteed junior subordinated debt and the original $7.65 million of subordinated debt. These debt instruments were replaced in the third quarter of 2021 with the issuance of $26.6 million of subordinated debt which is presented net of issuance costs that totaled $400,000. Also within financing activities, deposits increased by $47.1 million while total short-term and FHLB borrowings decreased by $46.0 million. Within investing activities, cash advanced for new loans originated totaled $232.8 million and was $23.0 million higher than the $209.8 million of cash received from loan principal payments. Within operating activities, $10.5 million of mortgage loans held for sale were originated while $17.3 million of mortgage loans were sold into the secondary market.

The holding company had $8.8 million of cash, short-term investments, and investment securities at September 30, 2021, which represents a $3.3 million increase from the holding company’s cash position since the end of the second quarter of 2021. This increase is the net result of the new sub debt issuance replacing the existing debt instruments as

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well as the downstream of $3.5 million of capital to the bank. Additionally, dividend payments from our subsidiaries also provide ongoing cash to the holding company. At September 30, 2021, our subsidiary Bank had $11.9 million of cash available for immediate dividends to the holding company under applicable regulatory formulas. Management follows a policy that limits dividend payments from the Trust Company to 75% of annual net income. Overall, we believe that the holding company has sufficient liquidity to meet its subordinated debt interest payments, and its current dividend payout level with respect to its common stock.

Financial institutions must maintain liquidity to meet day-to-day requirements of depositors and borrowers, take advantage of market opportunities, and provide a cushion against unforeseen needs. Liquidity needs can be met by either reducing assets or increasing liabilities. Sources of asset liquidity are provided by short-term investments, interest bearing deposits with banks, and federal funds sold. These assets totaled $36.0 million and $31.5 million at September 30, 2021 and December 31, 2020, respectively. Maturing and repaying loans, as well as the monthly cash flow associated with mortgage-backed securities and security maturities are other significant sources of asset liquidity for the Company.

Liability liquidity can be met by attracting deposits with competitive rates, using repurchase agreements, buying federal funds, or utilizing the facilities of the Federal Reserve or the FHLB systems. The Company utilizes a variety of these methods of liability liquidity. Additionally, the Company’s subsidiary bank is a member of the FHLB, which provides the opportunity to obtain short- to longer-term advances based upon the Company’s investment in certain residential mortgage, commercial real estate, and commercial and industrial loans. At September 30, 2021, the Company had $344 million of overnight borrowing availability at the FHLB, $33 million of short-term borrowing availability at the Federal Reserve Bank and $35 million of unsecured federal funds lines with correspondent banks. The Company believes it has ample liquidity available to fund outstanding loan commitments if they were fully drawn upon.

…..CAPITAL RESOURCES…..The Bank meaningfully exceeds all regulatory capital ratios for each of the periods presented and is considered well capitalized. The Company’s common equity tier 1 capital ratio was 9.95%, the tier 1 capital ratio was 9.95%, and the total capital ratio was 13.61% at September 30, 2021. The Company’s tier 1 leverage ratio was 7.87% at September 30, 2021. Total regulatory capital was favorably impacted by the August 26, 2021 issuance of $27 million of subordinated debt as described in Note 14, Regulatory Capital. We anticipate that we will maintain our strong capital ratios throughout the remainder of 2021. There is a particular emphasis on ensuring that the subsidiary bank has appropriate levels of capital to support its non-owner occupied commercial real estate loan concentration, which stood at 352% of regulatory capital at September 30, 2021. It should be noted that this ratio improved from 364% at June 30, 2021. This improvement occurred even though total non-owner occupied commercial real estate loans grew between quarters. The decrease in this ratio is a direct result of the Parent Company downstreaming $3.5 million of capital to the Bank. The greater level of capital at the Bank creates additional capacity for future non-owner occupied commercial real estate loan growth. Additionally, while we work through the COVID-19 pandemic, our focus is on preserving capital to support customer lending and allow the Company to take advantage of opportunities that should result from the continued improvement in the economy. We currently believe that we have sufficient capital and earnings power to continue to pay our common stock cash dividend at its current rate of $0.025 per quarter. At September 30, 2021, the Company had approximately 17.1 million common shares outstanding.

The Basel III capital standards establish the minimum capital levels in addition to the well capitalized requirements under the federal banking regulations prompt corrective action. The capital rules also impose a 2.5% capital conservation buffer (“CCB”) on top of the three minimum risk-weighted asset ratios. Banking institutions that fail to meet the effective minimum ratios once the CCB is taken into account will be subject to constraints on capital distributions, including dividends and share repurchases, and certain discretionary executive compensation. The severity of the constraints depends on the amount of the shortfall and the institution’s “eligible retained income” (four quarter trailing net income, net of distributions and tax effects not reflected in net income). The Company and the Bank meet all capital requirements, including the CCB, and continue to be committed to maintaining strong capital levels that exceed regulatory requirements while also supporting balance sheet growth and providing a return to our shareholders.

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Under the Basel III capital standards, the minimum capital ratios are:

			MINIMUM CAPITAL RATIO
	MINIMUM		PLUS CAPITAL
	CAPITAL RATIO		CONSERVATION BUFFER
Common equity tier 1 capital to risk-weighted assets	4.5	%	7.0	%
Tier 1 capital to risk-weighted assets	6.0		8.5
Total capital to risk-weighted assets	8.0		10.5
Tier 1 capital to total average consolidated assets	4.0

…..INTEREST RATE SENSITIVITY…..The following table presents an analysis of the sensitivity inherent in the Company’s net interest income and market value of portfolio equity. The interest rate scenarios in the table compare the Company’s base forecast, which was prepared using a flat interest rate scenario, to scenarios that reflect immediate interest rate changes of 100 and 200 basis points. Note that we suspended the 200 basis point downward rate shock since it has little value due to the absolute low level of interest rates. Each rate scenario contains unique prepayment and repricing assumptions that are applied to the Company’s existing balance sheet that was developed under the flat interest rate scenario.

	VARIABILITY OF		CHANGE IN
	NET INTEREST		MARKET VALUE OF
INTEREST RATE SCENARIO	INCOME		PORTFOLIO EQUITY
200 bp increase	5.6	%	35.8	%
100 bp increase	3.0		20.8
100 bp decrease	(3.1)		(1.7)

The Company believes that its overall interest rate risk position is well controlled. The variability of net interest income is positive in the upward rate shocks due to the Company’s short duration investment securities portfolio and the scheduled repricing of loans tied to an index, such as LIBOR or prime. Also, the Company will continue its disciplined approach to price its core deposit accounts in a controlled but competitive manner. The variability of net interest income is negative in the 100 basis point downward rate scenario as the Company has more exposure to assets repricing downward to a greater extent than liabilities due to the absolute low level of interest rates with the fed funds rate currently at a targeted range of 0% to 0.25%. The market value of portfolio equity increases in the upward rate shocks due to the improved value of the Company’s core deposit base. Negative variability of market value of portfolio equity occurs in the downward rate shock due to a reduced value for core deposits.

…..OFF BALANCE SHEET ARRANGEMENTS…..The Company incurs off-balance sheet risks in the normal course of business in order to meet the financing needs of its customers. These risks derive from commitments to extend credit and standby letters of credit. Such commitments and standby letters of credit involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated financial statements. The Company had various outstanding commitments to extend credit approximating $265.5 million and standby letters of credit of $13.4 million as of September 30, 2021. The Company’s exposure to credit loss in the event of nonperformance by the other party to these commitments to extend credit and standby letters of credit is represented by their contractual amounts. The Company uses the same credit and collateral policies in making commitments and conditional obligations as for all other lending.

…..REGULATORY UPDATE…..The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted into law on March 27, 2020. Federal, state, and local governments have adopted various statutes, rules, regulations, orders, and guidelines in order to address the COVID-19 pandemic and the adverse economic effects of this pandemic on individuals, families, businesses, and governments. Financial institutions, including the Company, are affected by many of these measures, including measures that are broadly applicable to businesses operating in the communities where the Company does business. These measures included “stay-at-home orders” that allowed only essential businesses to operate. Financial services firms are generally regarded as “essential businesses” under these orders, but financial services firms, like other essential businesses, are required to operate in a manner that seeks to protect the health and safety of their customers and employees.

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In addition, the federal banking agencies along with state bank regulators issued an interagency statement on March 22, 2020, addressing loan modifications that are made by financial institutions for borrowers affected by the COVID-19 crisis. The agencies stated that short-term loan modifications made on a good faith basis in response to COVID-19 for borrowers who were current prior to any relief do not need to be categorized as TDRs and that financial institutions are not expected to designate loans with deferrals granted due to COVID-19 as past due because of the deferral.

The CARES Act contains a number of provisions that affect banking organizations. The CARES Act provides funding for various programs under which the federal government will lend to, guarantee loans to, or make investments in, businesses. Banking organizations are expected to play a role in some of these programs, and when they do so, they will be subject to certain requirements. One of these programs is the Paycheck Protection Program (PPP), a program administered by the Small Business Administration (the SBA) to provide loans to small businesses for payroll and other basic expenses during the COVID-19 crisis. The loans can be made by SBA-certified lenders and are 100% guaranteed by the SBA. The loans are eligible to be forgiven if certain conditions are satisfied, in which event the SBA will make payment to the lender for the forgiven amounts. The Bank has participated in the PPP as a lender. In accordance with the CARES Act, a PPP loan will be assigned a risk weight of zero percent under the federal banking agencies’ risk-based capital rules.

The CARES Act also authorizes temporary changes to certain provisions applicable to banking organizations. Among other changes, Section 4013 of the CARES Act gives financial institutions the right to elect to suspend GAAP principles and regulatory determinations for loan modifications relating to COVID-19 that would otherwise be categorized as TDRs from March 1, 2020, through the earlier of December 31, 2020, or 60 days after the COVID-19 national emergency ends. On April 7, 2020, the federal banking agencies, in consultation with state bank regulators, issued an interagency statement clarifying the interaction between (i) their earlier statement discussing whether loan modifications relating to COVID-19 need to be treated as TDRs and (ii) the CARES Act provision on this subject. In this interagency statement, the agencies also said that when exercising supervisory and enforcement responsibility with respect to consumer protection requirements, they will take into account the unique circumstances impacting borrowers and institutions resulting from the COVID-19 emergency and that they do not expect to take a consumer compliance public enforcement action against an institution, provided that the circumstances were related to this emergency and the institution made good faith efforts to support borrowers and comply with the consumer protection requirements and addressed any needed corrective action. The suspension of TDR identification and accounting triggered by the effects of the COVID-19 pandemic was extended by the Consolidated Appropriations Act, 2021, signed into law on December 27, 2020. The period established by Section 4013 of the CARES Act was extended to the earlier of January 1, 2022 or 60 days after the date on which the national COVID-19 emergency terminates.

Additionally, on March 15, 2020, the Federal Reserve reduced the target range for the federal funds rate to 0% to 0.25% and announced that it would increase its holdings of U.S. Treasury securities and agency mortgage-backed securities and begin purchasing agency commercial mortgage-backed securities. The Federal Reserve has also encouraged depository institutions to borrow from the discount window and has lowered the primary credit rate for such borrowing by 150 basis points while extending the term of such loans up to 90 days. Reserve requirements have been reduced to zero as of March 26, 2020.

…..CRITICAL ACCOUNTING POLICIES AND ESTIMATES…..The accounting and reporting policies of the Company are in accordance with Generally Accepted Accounting Principles (GAAP) and conform to general practices within the banking industry. Accounting and reporting policies for the pension liability, allowance for loan losses, intangible assets, income taxes, and investment securities are deemed critical because they involve the use of estimates and require significant management judgments. Application of assumptions different than those used by the Company could result in material changes in the Company’s financial position or results of operation.

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ACCOUNT — Pension liability

BALANCE SHEET REFERENCE — Other assets

INCOME STATEMENT REFERENCE — Salaries and employee benefits and Other expense

DESCRIPTION

Pension costs and liabilities are dependent on assumptions used in calculating such amounts. These assumptions include discount rates, benefits earned, interest costs, expected return on plan assets, mortality rates, and other factors. In accordance with GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense and the recorded obligation of future periods. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the Company’s pension obligations and future expense. Additionally, pension expense can also be impacted by settlement accounting charges if the amount of employees selected lump sum distributions exceed the total amount of service and interest component costs of the net periodic pension cost in a particular year. Our pension benefits are described further in Note 18 of the Notes to Unaudited Consolidated Financial Statements.

ACCOUNT — Allowance for Loan Losses

BALANCE SHEET REFERENCE — Allowance for loan losses

INCOME STATEMENT REFERENCE — Provision for loan losses

DESCRIPTION

The allowance for loan losses is calculated with the objective of maintaining reserve levels believed by management to be sufficient to absorb estimated probable credit losses. Management’s determination of the adequacy of the allowance is based on periodic evaluations of the credit portfolio and other relevant factors. However, this quarterly evaluation is inherently subjective as it requires material estimates, including, among others, likelihood of customer default, loss given default, exposure at default, the amounts and timing of expected future cash flows on impaired loans, value of collateral, estimated losses on consumer loans and residential mortgages, and general amounts for historical loss experience. This process also considers economic conditions, uncertainties in estimating losses and inherent risks in the various credit portfolios. All of these factors may be susceptible to significant change. Also, the allocation of the allowance for credit losses to specific loan pools is based on historical loss trends and management’s judgment concerning those trends.

Commercial and commercial real estate loans are the largest category of credits and the most sensitive to changes in assumptions and judgments underlying the determination of the allowance for loan losses. Approximately $9.3 million, or 77%, of the total allowance for loan losses at September 30, 2021 has been allocated to these two loan categories. This allocation also considers other relevant factors such as actual versus estimated losses, economic trends, delinquencies, levels of non-performing and troubled debt restructured (TDR) loans, concentrations of credit, trends in loan volume, experience and depth of management, examination and audit results, effects of any changes in lending policies and trends in policy, financial information and documentation exceptions. To the extent actual outcomes differ from management estimates, additional provision for loan losses may be required that would adversely impact earnings in future periods.

ACCOUNT — Intangible assets

BALANCE SHEET REFERENCE — Intangible assets

INCOME STATEMENT REFERENCE — Goodwill impairment and Other expense

DESCRIPTION

The Company considers our accounting policies related to goodwill and core deposit intangible to be critical because the assumptions or judgment used in determining the fair value of assets and liabilities acquired in acquisitions are subjective and complex. As a result, changes in these assumptions or judgment could have a significant impact on our financial condition or results of operations.

The fair value of acquired assets and liabilities, including the resulting goodwill and core deposit intangible, was based either on quoted market prices or provided by other third party sources, when available. When third party information was not available, estimates were made in good faith by management primarily through the use of internal cash flow modeling techniques. The assumptions that were used in the cash flow modeling were subjective and are

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susceptible to significant changes. The Company routinely utilizes the services of an independent third party that is regarded within the banking industry as an expert in valuing core deposits to monitor the ongoing value and changes in the Company’s core deposit base. These core deposit valuation updates are based upon specific data provided from statistical analysis of the Company’s own deposit behavior to estimate the duration of these non-maturity deposits combined with market interest rates and other economic factors.

Goodwill arising from business combinations represents the value attributable to unidentifiable intangible elements in the business acquired. The Company’s goodwill relates to value inherent in the banking and wealth management businesses, and the value is dependent upon the Company’s ability to provide quality, cost-effective services in the face of free competition from other market participants on a regional basis. This ability relies upon continuing investments in processing systems, the development of value-added service features and the ease of use of the Company’s services. As such, goodwill value is supported ultimately by revenue that is driven by the volume of business transacted and the loyalty of the Company’s deposit and customer base over a longer time frame. The quality and value of a Company’s assets is also an important factor to consider when performing goodwill impairment testing. A decline in earnings as a result of a lack of growth or the inability to deliver cost-effective value added services over sustained periods can lead to the impairment of goodwill.

Goodwill, which has an indefinite useful life, is tested for impairment at least annually and written down and charged to results of operations only in periods in which the recorded value is more than the estimated fair value. The core deposit intangible, which is a wasting asset, is amortized and reported in other expense for a period of ten years using the sum of the years digits amortization method.

ACCOUNT — Income Taxes

BALANCE SHEET REFERENCE — Net deferred tax asset

INCOME STATEMENT REFERENCE — Provision for income taxes

DESCRIPTION

The provision for income taxes is the sum of income taxes both currently payable and deferred. The changes in deferred tax assets and liabilities are determined based upon the changes in differences between the basis of assets and liabilities for financial reporting purposes and the basis of assets and liabilities as measured by the enacted tax rates that management estimates will be in effect when the differences reverse. This income tax review is completed on a quarterly basis.

In relation to recording the provision for income taxes, management must estimate the future tax rates applicable to the reversal of tax differences, make certain assumptions regarding whether tax differences are permanent or temporary and the related timing of the expected reversal. Also, estimates are made as to whether taxable operating income in future periods will be sufficient to fully recognize any gross deferred tax assets. If recovery is not likely, we must increase our provision for taxes by recording a valuation allowance against the deferred tax assets that we estimate will not ultimately be recoverable. Alternatively, we may make estimates about the potential usage of deferred tax assets that decrease our valuation allowances. As of September 30, 2021, we believe that all of the deferred tax assets recorded on our balance sheet will ultimately be recovered and that no valuation allowances were needed.

In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.

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ACCOUNT — Investment Securities

BALANCE SHEET REFERENCE — Investment securities

INCOME STATEMENT REFERENCE — Net realized gains on investment securities

DESCRIPTION

Available-for-sale and held-to-maturity securities are reviewed quarterly for possible other-than-temporary impairment. The review includes an analysis of the facts and circumstances of each individual investment such as the severity of loss, the length of time the fair value has been below cost, the expectation for that security’s performance, the creditworthiness of the issuer and the Company’s intent and ability to hold the security to recovery. A decline in value that is considered to be other-than-temporary is recorded as a loss within non-interest income in the Consolidated Statements of Operations. At September 30, 2021, the unrealized losses in the available-for-sale security portfolio were comprised of securities issued by government agencies or government sponsored agencies and certain high quality corporate and taxable municipal securities. The Company believes the unrealized losses are primarily a result of increases in market yields from the time of purchase. In general, as market yields rise, the value of securities will decrease; as market yields fall, the fair value of securities will increase. Management generally views changes in fair value caused by changes in interest rates as temporary; therefore, these securities have not been classified as other-than-temporarily impaired. Management has also concluded that based on current information we expect to continue to receive scheduled interest payments as well as the entire principal balance. Furthermore, management does not intend to sell these securities and does not believe it will be required to sell these securities before they recover in value.

…..FORWARD LOOKING STATEMENT…..

THE STRATEGIC FOCUS:

AmeriServ Financial is committed to increasing shareholder value by striving for consistently improving financial performance; providing our customers with products and exceptional service for every step in their lifetime financial journey; cultivating an employee atmosphere rooted in trust, empowerment and growth; and serving our communities through employee involvement and a philanthropic spirit. We will strive to provide our shareholders with consistently improved financial performance; the products, services and know-how needed to forge lasting banking for life customer relationships; a work environment that challenges and rewards staff; and the manpower and financial resources needed to make a difference in the communities we serve. Our strategic initiatives will focus on these four key constituencies:

● Shareholders — We strive to increase earnings per share; identifying and managing revenue growth and expense control and reduction; and managing risk. Our goal is to increase value for AmeriServ shareholders by growing earnings per share and narrowing the financial performance gap between AmeriServ and its peer banks. We try to return earnings to shareholders through a combination of dividends and share repurchases subject to maintaining sufficient capital to support balance sheet growth and economic uncertainty. We strive to educate our employee base as to the meaning/ importance of earnings per share as a performance measure. We will develop a value added combination for increasing revenue and controlling expenses that is rooted in developing and offering high-quality financial products and services; an existing branch network; electronic banking capabilities with 24/7 convenience; and providing truly exceptional customer service. We will explore branch consolidation opportunities and further leverage union affiliated revenue streams, prudently manage the Company’s risk profile to improve asset yields and increase profitability and continue to identify and implement technological opportunities and advancements to drive efficiency for the holding company and its affiliates.

● Customers — The Company expects to provide exceptional customer service, identifying opportunities to enhance the Banking for Life philosophy by providing products and services to meet the financial needs in every step through a customer’s life cycle, and further defining the role technology plays in anticipating and satisfying customer needs. We anticipate providing leading banking systems and solutions to improve and enhance customers’ Banking for Life experience. We will provide customers with a comprehensive offering of financial solutions including retail and business banking, home mortgages and wealth management at one location. We have upgraded and modernized select branches to be more inviting and technologically savvy to

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meet the needs of the next generation of AmeriServ customers without abandoning the needs of our existing demographic.

● Staff — We are committed to developing high-performing employees, establishing and maintaining a culture of trust and effectively and efficiently managing staff attrition. We will employ a work force succession plan to manage anticipated staff attrition while identifying and grooming high performing staff members to assume positions with greater responsibility within the organization. We will employ technological systems and solutions to provide staff with the tools they need to perform more efficiently and effectively.

● Communities — We will continue to promote and encourage employee community involvement and leadership while fostering a positive corporate image. This will be accomplished by demonstrating our commitment to the communities we serve through assistance in providing affordable housing programs for low-to-moderate-income families; donations to qualified charities; and the time and talent contributions of AmeriServ staff to a wide-range of charitable and civic organizations.

This Form 10-Q contains various forward-looking statements and includes assumptions concerning the Company’s beliefs, plans, objectives, goals, expectations, anticipations, estimates, intentions, operations, future results, and prospects, including statements that include the words “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “plan” or similar expressions. These forward-looking statements are based upon current expectations, are subject to risk and uncertainties and are applicable only as of the dates of such statements. Forward-looking statements involve risks, uncertainties and assumptions. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. You should not put undue reliance on any forward-looking statements. These statements speak only as of the date of this Form 10-Q, even if subsequently made available on our website or otherwise, and we undertake no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this Form 10-Q. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company provides the following cautionary statement identifying important factors (some of which are beyond the Company’s control) which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions.

Such factors include the following: (i) the effect of changing regional and national economic conditions; (ii) the effects of trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve; (iii) significant changes in interest rates and prepayment speeds; (iv) inflation, stock and bond market, and monetary fluctuations; (v) credit risks of commercial, real estate, consumer, and other lending activities; (vi) changes in federal and state banking and financial services laws and regulations; (vii) the presence in the Company’s market area of competitors with greater financial resources than the Company; (viii) the timely development of competitive new products and services by the Company and the acceptance of those products and services by customers and regulators (when required); (ix) the willingness of customers to substitute competitors’ products and services for those of the Company and vice versa; (x) changes in consumer spending and savings habits; (xi) unanticipated regulatory or judicial proceedings; (xii) potential risks and uncertainties also include those relating to the duration of the COVID-19 outbreak and its variants, and actions that may be taken by governmental authorities to contain the outbreak or to treat its impact, including the distribution and effectiveness of COVID-19 vaccines; and (xiii) other external developments which could materially impact the Company’s operational and financial performance.

The foregoing list of important factors is not exclusive, and neither such list nor any forward-looking statement takes into account the impact that any future acquisition may have on the Company and on any such forward-looking statement.

Item 3…..QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK…..

The Company manages market risk, which for the Company is primarily interest rate risk, through its asset liability management process and committee, see further discussion in Interest Rate Sensitivity section of the MD&A.

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Item 4…..CONTROLS AND PROCEDURES…..

(a) Evaluation of Disclosure Controls and Procedures. The Company’s management carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and the operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2021, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer along with the Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of September 30, 2021, are effective.

(b) Changes in Internal Controls. There have been no changes in AmeriServ Financial Inc.’s internal controls over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II   Other Information

Item 1.   Legal Proceedings

There are no material proceedings to which the Company or any of our subsidiaries are a party or by which, to the Company’s knowledge, we, or any of our subsidiaries, are threatened. All legal proceedings presently pending or threatened against the Company or our subsidiaries involve routine litigation incidental to our business or that of the subsidiary involved and are not material in respect to the amount in controversy.

Item 1A. Risk Factors

Not Applicable

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.   Defaults Upon Senior Securities

None

Item 4.   Mine Safety Disclosures

Not applicable

Item 5.   Other Information

None

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Item 6.   Exhibits

3.1	Amended and Restated Articles of Incorporation as amended through August 11, 2011 (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-8 (File No. 333-176869) filed on September 16, 2011).
3.2	Bylaws, as amended and restated on April 2, 2020 (Incorporated by reference to Exhibit 3.1 to the Current report on Form 8-K filed on April 6, 2020).
4.1	Form of 3.75% Fixed-to-Floating Rate Subordinated Note due 2031 of AmeriServ Financial, Inc. (Incorporated by reference to Exhibit A to Exhibit 10.1 to the Current Report on Form 8-K filed on August 30, 2021).
10.1	Form of Subordinated Note Purchase Agreement, dated as of August 26, 2021, by and between AmeriServ Financial, Inc. and several purchasers (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 30, 2021).
15.1	Report of S.R. Snodgrass, P.C. regarding unaudited interim financial statement information.
15.2	Awareness Letter of S.R. Snodgrass, P.C.
31.1	Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
101	The following information from AMERISERV FINANCIAL, INC.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statements of Changes in Stockholders’ Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited), and (vi) Notes to the Unaudited Consolidated Financial Statements.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AmeriServ Financial, Inc.
	Registrant
Date: November 8, 2021	/s/ Jeffrey A. Stopko
	Jeffrey A. Stopko
	President and Chief Executive Officer
Date: November 8, 2021	/s/ Michael D. Lynch
	Michael D. Lynch
	Executive Vice President and Chief Financial Officer

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