UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 10-K

 

(MARK ONE)
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014

OR

o		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, PENNSYLVANIA		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		Name Of Each Exchange On Which Registered
Common Stock, Par Value $0.01 Per Share		The NASDAQ Stock Market LLC
8.45% Beneficial Unsecured Securities, Series A (AmeriServ Financial Capital Trust I)		The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes þ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes þ No

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. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). þ Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer or a smaller reporting company. See definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company þ

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value was $58,827,999 as of June 30, 2014.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. There were 18,853,521 shares outstanding as of January 30, 2015.

DOCUMENTS INCORPORATED BY REFERENCE.

Portions of the proxy statement for the annual shareholders’ meeting are incorporated by reference in Parts II and III.

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FORM 10-K INDEX

		Page No.
PART I
Item 1. Business			1
Item 1A. Risk Factors			12
Item 1B. Unresolved Staff Comments			12
Item 2. Properties			12
Item 3. Legal Proceedings			12
Item 4. Mine Safety Disclosures			12
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and     Issuer Purchases of Equity Securities			13
Item 6. Selected Consolidated Financial Data			14
Item 7. Management’s Discussion and Analysis of Consolidated Financial Condition and     Results of Operations			15
Item 7A. Quantitative and Qualitative Disclosures about Market Risk			35
Item 8. Financial Statements and Supplementary Data			36
Item 9. Changes in and Disagreements With Accountants On Accounting and Financial     Disclosure			91
Item 9A. Controls and Procedures			91
Item 9B. Other Information			91
PART III
Item 10. Directors, Executive Officers, and Corporate Governance			91
Item 11. Executive Compensation			91
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related     Stockholder Matters			92
Item 13. Certain Relationships and Related Transactions, and Director Independence			92
Item 14. Principal Accountant Fees and Services			92
PART IV
Item 15. Exhibits, Financial Statement Schedules			93
Signatures			95

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PART I

ITEM 1. BUSINESS

GENERAL

AmeriServ Financial, Inc. (the Company) is a bank holding company organized under the Pennsylvania Business Corporation Law. The Company became a holding company upon acquiring all of the outstanding shares of AmeriServ Financial Bank (the Bank) in January 1983. The Company’s other wholly owned subsidiaries include AmeriServ Trust and Financial Services Company (the Trust Company), formed in October 1992, and AmeriServ Life Insurance Company (AmeriServ Life), formed in October 1987. When used in this report, “the Company” may refer to AmeriServ Financial, Inc. individually or AmeriServ Financial, Inc. and its direct and indirect subsidiaries.

The Company’s principal activities consist of owning and operating its three wholly owned subsidiary entities. At December 31, 2014, the Company had, on a consolidated basis, total assets, deposits, and shareholders’ equity of $1.089 billion, $870 million, and $114 million, respectively. The Company and its subsidiaries derive substantially all of their income from banking and bank-related services. The Company functions primarily as a coordinating and servicing unit for its subsidiary entities in general management, accounting and taxes, loan review, auditing, investment accounting, marketing and risk management.

As a bank holding company, the Company is subject to supervision and regular examination by the Federal Reserve Bank of Philadelphia and the Pennsylvania Department of Banking and Securities (the PDB). The Company is also under the jurisdiction of the Securities and Exchange Commission (the SEC) for matters relating to registered offerings and sales of its securities under the Securities Act of 1933, as amended, and the disclosure and regulatory requirements of the Securities Exchange Act of 1934, as amended. The Company’s common stock is listed on the NASDAQ Stock Market under the trading symbol “ASRV,” and the Company is subject to the NASDAQ rules applicable to listed companies.

AMERISERV FINANCIAL BANKING SUBSIDIARY

AMERISERV FINANCIAL BANK

The Bank is a state bank chartered under the Pennsylvania Banking Code of 1965, as amended (the Banking Code.) Through 17 locations in Allegheny, Cambria, Centre, Somerset, and Westmoreland counties, Pennsylvania, the Bank conducts a general banking business. It is a full-service bank offering (i) retail banking services, such as demand, savings and time deposits, checking accounts, money market accounts, secured and unsecured consumer loans, mortgage loans, safe deposit boxes, holiday club accounts, money orders, and traveler’s checks; and (ii) lending, depository and related financial services to commercial, industrial, financial, and governmental customers, such as commercial real estate mortgage loans (CRE), short and medium-term loans, revolving credit arrangements, lines of credit, inventory and accounts receivable financing, real estate-construction loans, business savings accounts, certificates of deposit, wire transfers, night depository, and lock box services. The Bank also operates 19 automated bank teller machines (ATMs) through its 24-hour banking network that is linked with NYCE, a regional ATM network, and CIRRUS, a national ATM network. West Chester Capital Advisors (WCCA), a SEC registered investment advisor, is also a subsidiary of the Bank. The Company also operates loan production offices (LPOs) in Monroeville and Altoona in Pennsylvania and Hagerstown in Maryland.

We believe that the Bank’s deposit base is such that loss of one depositor or a related group of depositors would not have a materially adverse effect on its business. The Bank’s business is not seasonal, nor does it have any risks attendant to foreign sources. A significant majority of the Bank’s customer base is located within a 150 mile radius of Johnstown, Pennsylvania, the Bank’s headquarters.

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The Bank is subject to supervision and regular examination by the Federal Reserve Bank of Philadelphia and the PDB. Various federal and state laws and regulations govern many aspects of its banking operations. The following is a summary of key data (dollars in thousands) and ratios of the Bank at December 31, 2014:

Headquarters		Johnstown, PA
Total Assets		$	1,061,080
Total Investment Securities			132,780
Total Loans and Loans Held for Sale (net of unearned income)			832,131
Total Deposits			870,081
Total Net Income			3,799
Asset Leverage Ratio			9.19	%
Return on Average Assets			0.37
Return on Average Equity			3.70
Total Full-time Equivalent Employees			245

RISK MANAGEMENT OVERVIEW:

Risk identification and management are essential elements for the successful management of the Company. In the normal course of business, the Company is subject to various types of risk, which includes credit, interest rate and market, liquidity, operational, legal/compliance, strategic/reputational and security risk. The Company controls and monitors these risks with policies, procedures, and various levels of oversight from the Company’s Board of Directors (the Board) and management. The Company has both a Management Enterprise Risk Committee and a Board Enterprise Risk Committee to help manage and monitor the Company’s risk position.

Interest rate risk is the sensitivity of net interest income and the market value of financial instruments to the magnitude, direction, and frequency of changes in interest rates. Interest rate risk results from various repricing frequencies and the maturity structure of assets and liabilities. The Company uses its asset liability management policy to control and manage interest rate risk.

Liquidity risk represents the inability to generate cash or otherwise obtain funds at reasonable rates to satisfy commitments to borrowers, as well as the obligations to depositors, debtholders and the funding of operating costs. The Company uses its asset liability management policy and contingency funding plan to control and manage liquidity risk.

Credit risk represents the possibility that a customer may not perform in accordance with contractual terms resulting in an economic loss to the organization. Credit risk results from extending credit to customers, purchasing securities, and entering into certain off-balance sheet loan funding commitments. The Company’s primary credit risk occurs in the loan portfolio. The Company uses its credit policy and disciplined approach to evaluating the adequacy of the allowance for loan losses (the ALL) to control and manage credit risk. The Company’s investment policy and hedging policy limit the amount of credit risk that may be assumed in the investment portfolio and through hedging activities. The following summarizes and describes the Company’s various loan categories and the underwriting standards applied to each:

Commercial Loans

This category includes credit extensions to commercial and industrial borrowers. Business assets, including accounts receivable, inventory and/or equipment, typically secure these credits. In appropriate instances, extensions of credit in this category are subject to collateral advance formulas. Balance sheet strength and profitability are considered when analyzing these credits, with special attention given to historical, current and prospective sources of cash flow, and the ability of the customer to sustain cash flow at acceptable levels. The Bank’s policy permits flexibility in determining acceptable debt service coverage ratios, with a minimum level of 1.1 to 1x desired. Personal guarantees are frequently required; however, as the financial strength of the borrower increases, the Bank’s ability to obtain personal guarantees decreases. In addition to economic risk, this category is impacted by the strength of the borrower’s management, industry risk and portfolio concentration risk each of which are also monitored and considered during the underwriting process.

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Commercial Loans Secured by Real Estate

This category includes various types of loans, including acquisition and construction of investment property, owner-occupied property and operating property. Maximum term, minimum cash flow coverage, leasing requirements, maximum amortization and maximum loan to value ratios are controlled by the Bank’s credit policy and follow industry guidelines and norms, and regulatory limitations. Personal guarantees are normally required during the construction phase on construction credits and are frequently obtained on mid to smaller CRE loans. In addition to economic risk, this category is subject to geographic and portfolio concentration risk, each of which are monitored and considered in underwriting.

Residential Real Estate — Mortgages

This category includes mortgages that are secured by residential property. Underwriting of loans within this category is pursuant to Freddie Mac/Fannie Mae underwriting guidelines, with the exception of Community Reinvestment Act (CRA) loans, which have more liberal standards. The major risk in this category is that a significant downward economic trend would increase unemployment and cause payment default. The Bank does not engage and has never engaged, in subprime residential mortgage lending.

Consumer Loans

This category includes consumer installment loans and revolving credit plans. Underwriting is pursuant to industry norms and guidelines. The major risk in this category is a significant economic downturn.

INVESTMENTS

The investment securities portfolio of the Company and its subsidiaries is managed primarily to provide ample liquidity to fund, for example, loan growth and secondarily for earnings in a manner that is consistent with proper bank asset/liability management and current banking practices. The objectives of portfolio management include consideration of proper liquidity levels, interest rate and market valuation sensitivity, and profitability. The investment portfolio of the Company and its subsidiaries are proactively managed in accordance with federal and state laws and regulations and in accordance with generally accepted accounting principles (GAAP).

The investment portfolio is primarily made up of AAA rated agency mortgage-backed securities and short maturity agency securities. Beginning in 2012, the Company began to add high quality corporate securities and select taxable municipal securities to the portfolio. Management strives to maintain a relatively short duration in the portfolio. All holdings must meet standards documented in the AmeriServ Financial Investment Policy.

Investment securities classified as held to maturity are carried at amortized cost while investment securities classified as available for sale are reported at fair market value. The following table sets forth the cost basis and fair value of the Company’s investment portfolio as of the periods indicated:

Investment securities available for sale at:

		AT DECEMBER 31,
		2014				2013				2012
		(IN THOUSANDS)
U.S. Agency		$	5,931			$	6,926			$	5,848
Corporate bonds			15,497				11,992				7,992
U.S. Agency mortgage-backed securities			102,888				121,480				131,425
Total cost basis of investment securities available for sale		$	124,316			$	140,398			$	145,265
Total fair value of investment securities available for sale		$	127,110			$	141,978			$	151,538

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Investment securities held to maturity at:

		AT DECEMBER 31,
		2014				2013				2012
		(IN THOUSANDS)
Taxable municipal		$	3,364			$	1,521			$	410
U.S. Agency mortgage-backed securities			12,481				12,671				9,318
Corporate bonds and other securities			3,995				3,995				3,995
Total cost basis of investment securities held to maturity		$	19,840			$	18,187			$	13,723
Total fair value of investment securities held to maturity		$	20,213			$	17,788			$	14,266

DEPOSITS AND OTHER SOURCES OF FUNDS

Deposits

The Bank has a stable core deposit base made up of traditional commercial bank products that exhibits little fluctuation, other than jumbo certificates of deposits (CDs), which demonstrate some seasonality. The Company also utilizes certain Trust Company specialty deposits related to the ERECT Fund as a funding source which serve as an alternative to wholesale borrowings and can exhibit some limited degree of volatility.

The following table sets forth the average balance of the Company’s deposits and average rates paid thereon for the past three calendar years:

		AT DECEMBER 31,
		2014								2013								2012
		(IN THOUSANDS, EXCEPT PERCENTAGES)
Demand:
Non-interest bearing		$	155,365				—%			$	158,169				—	%		$	147,887				—	%
Interest bearing			97,641				0.20				75,126				0.18				60,810				0.19
Savings			89,554				0.16				87,819				0.16				85,112				0.21
Money market			228,150				0.33				212,735				0.35				211,744				0.42
Other time			300,915				1.26				312,741				1.33				327,557				1.62
Total deposits		$	871,625				0.68	%		$	846,590				0.75	%		$	833,110				0.95	%

Loans

The loan portfolio of the Company consisted of the following:

		AT DECEMBER 31,
		2014				2013				2012				2011				2010
		(IN THOUSANDS)
Commercial		$	139,158			$	120,120			$	102,864			$	83,124			$	78,322
Commercial loans secured by real estate(1)			410,851				412,254				383,934				350,224				370,375
Real estate-mortgage(1)			258,616				235,689				217,584				212,669				203,323
Consumer			19,009				15,864				17,420				18,172				19,233
Total loans			827,634				783,927				721,802				664,189				671,253
Less: Unearned income			554				581				637				452				477
Total loans, net of unearned income		$	827,080			$	783,346			$	721,165			$	663,737			$	670,776

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Secondary Market Activities

The Residential Lending department of the Company continues to originate one-to-four family mortgage loans for customers, the majority of which are sold to outside investors in the secondary market and some of which are retained for the Bank’s portfolio. Mortgages sold on the secondary market are sold to investors on a “flow” basis; mortgages are priced and delivered on a “best efforts” pricing basis, with servicing released to the investor. Fannie Mae/Freddie Mac guidelines are used in underwriting all mortgages with the exception of a limited amount of CRA loans. Mortgages with longer terms, such as 20-year, 30-year, FHA, and VA loans, are usually sold. The remaining production of the department includes construction, adjustable rate mortgages, quality non-salable loans, and bi-weekly mortgages. These loans are usually kept in the Bank’s portfolios. New portfolio production is predominately adjustable rate mortgages.

Non-performing Assets

The following table presents information concerning non-performing assets:

		AT DECEMBER 31,
		2014				2013				2012				2011				2010
		(IN THOUSANDS, EXCEPT PERCENTAGES)
Non-accrual loans:
Commercial		$	—			$	—			$	—			$	—			$	3,679
Commercial loans secured by real estate			778				1,632				4,623				3,870				6,731
Real estate-mortgage			1,417				1,239				1,191				1,205				1,879
Total			2,195				2,871				5,814				5,075				12,289
Other real estate owned:
Commercial loans secured by real estate			384				344				1,101				20				436
Real estate-mortgage			128				673				127				104				302
Total			512				1,017				1,228				124				738
Total restructured loans not in non-accrual (TDR)			210				221				182				—				1,337
Total non-performing assets including TDR		$	2,917			$	4,109			$	7,224			$	5,199			$	14,364
Total non-performing assets as a percent of loans, net of unearned income, and other real estate owned			0.35	%			0.52	%			1.00	%			0.78	%			2.14	%

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. Other real estate owned (OREO) is measured at fair value based on appraisals, less cost to sell at the date of foreclosure. The Company had no loans past due 90 days or more, still accruing, for the periods presented.

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.

		YEAR ENDED DECEMBER 31,
		2014				2013				2012				2011				2010
		(IN THOUSANDS)
Interest income due in accordance with original terms		$	136			$	178			$	231			$	376			$	1,086
Interest income recorded			—				—				—				(167	)			(458	)
Net reduction in interest income		$	136			$	178			$	231			$	209			$	628

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AMERISERV FINANCIAL NON-BANKING SUBSIDIARIES

AMERISERV TRUST AND FINANCIAL SERVICES COMPANY

AmeriServ Trust and Financial Services Company is a trust company organized under Pennsylvania law in October 1992. Its staff of approximately 44 professionals administers assets valued at approximately $1.8 billion that are not recognized on the Company’s balance sheet at December 31, 2014. The Trust Company focuses on wealth management. Wealth management includes 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. This segment also includes financial services which include the sale of mutual funds, annuities, and insurance products. The wealth management business also includes the union collective investment funds, namely the ERECT and BUILD funds which are designed to use union pension dollars in construction projects that utilize union labor. The BUILD fund is in the process of liquidation. At December 31, 2014, the Trust Company had total assets of $4.6 million and total stockholder’s equity of $4.2 million. In 2014, the Trust Company contributed earnings to the corporation as its gross revenue amounted to $7.9 million and the net income contribution was $1.2 million. The Trust Company is subject to regulation and supervision by the Federal Reserve Bank of Philadelphia and the PDB.

AMERISERV LIFE

AmeriServ Life is a captive insurance company organized under the laws of the State of Arizona. AmeriServ Life engages in underwriting as reinsurer of credit life and disability insurance within the Company’s market area. Operations of AmeriServ Life are conducted in each office of the Company’s banking subsidiary. AmeriServ Life is subject to supervision and regulation by the Arizona Department of Insurance, the Pennsylvania Insurance Department, and the Board of Governors of the Federal Reserve System (the Federal Reserve). At December 31, 2014, AmeriServ Life had total assets of $400,000.

MONETARY POLICIES

Commercial banks are affected by policies of various regulatory authorities including the Federal Reserve. An important function of the Federal Reserve is to regulate the national supply of bank credit. Among the instruments of monetary policy used by the Federal Reserve are: open market operations in U.S. Government securities, changes in the federal funds rate and discount rate on member bank borrowings, and changes in reserve requirements on bank deposits. These means are used in varying combinations to influence overall growth of bank loans, investments, and deposits, and may also affect interest rate charges on loans or interest paid for deposits. The monetary policies of the Federal Reserve have had, and will continue to have, a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future.

COMPETITION

Our subsidiaries face strong competition from other commercial banks, savings banks, credit unions, savings and loan associations, and other financial or investment service institutions for business in the communities they serve. Several of these institutions are affiliated with major banking and financial institutions which are substantially larger and have greater financial resources than the Bank and the Trust Company. As the financial services industry continues to consolidate, the scope of potential competition affecting our subsidiaries will also increase. Brokerage houses, consumer finance companies, insurance companies, and pension trusts are important competitors for various types of financial services. In addition, personal and corporate trust investment counseling services are offered by insurance companies, other firms, and individuals.

MARKET AREA & ECONOMY

In January 2015, the Federal Open Market Committee (the Committee) characterized economic activity as “expanding at a solid pace.” There has been continued improvement in labor market conditions as the Federal Reserve noted strong job gains and a lower unemployment rate. Underutilization of labor resources continues to diminish. Household spending is rising moderately as recent declines in energy prices have boosted household purchasing power. Business fixed investment is advancing, while the recovery in the

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housing sector remains slow. Inflation has declined further below the Committee’s longer-run objective, largely reflecting declines in energy prices. Market-based measures of inflation compensation have declined substantially in recent months; survey-based measures of longer-term inflation expectations have remained stable.

Consistent with its statutory mandate, the Committee seeks to foster maximum employment and price stability. The Committee expects that, with appropriate policy accommodation, economic activity will expand at a moderate pace, with labor market indicators continuing to move toward levels the Committee judges consistent with its dual mandate. The Committee continues to see the risks to the outlook for economic activity and the labor market as nearly balanced. Inflation is anticipated to decline further in the near term, but the Committee expects inflation to rise gradually toward 2 percent over the medium term as the labor market improves further and the transitory effects of lower energy prices and other factors dissipate. The Committee continues to monitor inflation developments closely.

To support continued progress toward maximum employment and price stability, the Committee reaffirmed its view that the current 0 to ¼ percent target range for the federal funds rate remains appropriate. In determining how long to maintain this target range, the Committee will assess progress — both realized and expected — toward its objectives of maximum employment and two percent inflation. This assessment will take into account a wide range of information, including measures of labor market conditions, indicators of inflation pressures and inflation expectations, and readings on financial and international developments. Based on its current assessment, the Committee judges that it can be patient in beginning to normalize the stance of monetary policy. However, if incoming information indicates faster progress toward the Committee’s employment and inflation objectives than the Committee now expects, then increases in the target range for the federal funds rate are likely to occur sooner than currently anticipated. Conversely, if progress proves slower than expected, then increases in the target range are likely to occur later than currently anticipated.

The Committee is maintaining its existing policy of reinvesting principal payments from its holdings of agency debt and agency mortgage-backed securities in agency mortgage-backed securities and of rolling over maturing Treasury securities at auction. This policy, by keeping the Committee’s holdings of longer-term securities at sizable levels, should help maintain accommodative financial conditions.

The outlook for 2015 is that the economy should grow with GDP predicted to be slightly above 3.0%. Consumers will drive economic growth with the availability of more jobs and low energy prices, which puts more money into their pockets for spending on other goods and services. According to Kiplinger’s, spending in the fourth quarter of 2014 grew at the fastest pace in more than eight years and, with the unemployment rate dropping, consumer confidence is at a seven year high. Increased consumer spending should result in businesses investing in new production capacity. Housing is in a recovery mode with builders expected to increase the pace of new home construction in 2015. Conversely, the strong dollar and sluggish global economic expansion will hinder sales abroad while some U.S. manufacturers will also lose sales as U.S. consumers will opt for cheaper imported products, especially autos and other durable goods.

The job market should continue to be strong in 2015 and keep incomes and consumption fueling healthy economic growth. The unemployment rate is projected to decline further in 2015 to about 5.3%. A strong job market is likely to entice more people back into the labor force which will slow the pace of the falling unemployment rate.

The expectation for business spending is to match the 5% gain obtained in 2014. The dollar’s soaring value and the steep decline in oil prices makes it hard to sell capital goods overseas because they cost more for foreigners to buy. At the same time, demand for energy related equipment at home is declining. Business sentiment, however, is strong, particularly among smaller companies. The housing market is expected to experience more expansion in 2015, with income and employment rising, demand for housing should increase.

The economy in Cambria and Somerset counties, Pennsylvania at the end of 2014 produced seasonally adjusted unemployment rates of 5.9% and 5.8%, respectively, as compared to national and state rates of 5.6% and 4.8%. Johnstown, Pennsylvania, where the Company is headquartered, continues to have a cost of living that is lower than the national average. On an annual average basis, the 2014 job level for the Johnstown Metropolitan Statistical Area of 58,100 increased by a very modest 100 over the previous year. Annual growth

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in the overall job market is well short of anticipated improvement. This documents the fact that the local economy continues to face a long hard climb back from the recession. The jobless rate in Johnstown MSA averaged 5.2% in 2014. Unemployment in the Johnstown labor market area has recently experienced substantial declines in comparison to previous periods. However this is a function of the declining number of labor force participants who have dropped out of the labor force.

Economic conditions are stronger in the State College market and have demonstrated the same improvement experienced in the national economy. The community is a college town, dominated economically and demographically by the presence of the University Park campus of the Pennsylvania State University. The unemployment rate for State College MSA averaged 4.2% in 2014, which represents a 1.4% improvement over 2013 and remains the lowest of all regions in the Commonwealth. Seasonally adjusted average total nonfarm jobs for the MSA increased by 800 since 2013. A large percentage of the population in State College falls into the 18 to 34 year old age group, while potential customers in the Cambria/Somerset markets tend to be over 50 years of age.

The Company also has loan production offices in Altoona in Blair county, Pennsylvania, and Hagerstown in Washington county, Maryland. Hagerstown and Washington county, Maryland offers a rare combination of business advantages providing a major crossroads location that is convenient to the entire East Coast at the intersection of I-81 and I-70. It has a workforce of over 400,000 with strengths in manufacturing and technology. It also offers an affordable cost of doing business and living within an hour of the Washington, D.C./Baltimore regions. There are also plenty of facilities and land slated for industrial/commercial development. Hagerstown has become a choice location for manufacturers, financial services, and distribution companies. The Hagerstown, MD-Martinsburg, WV MSA unemployment rate improved from a 7.1% average in 2013 to a 6.5% average in 2014.

Altoona is the business center of Blair County, Pennsylvania with a strong retail, government and manufacturing base. The top field of employment in Altoona and the metro area is healthcare. Its location along I-99 draws from a large trade area over a wide geographic area that extends to State College and Johnstown. It serves as the headquarters for Sheetz Corporation which ranks on Forbes list of the top privately owned companies. In addition to being located adjacent to I-99 and a major highway system, Altoona also has easy access to rail and air transportation. The unemployment rate in the Altoona MSA decreased from a 6.7% average in 2013 to a 5.2% average in 2014.

EMPLOYEES

The Company employed 336 people as of December 31, 2014 in full- and part-time positions. Approximately 164 non-supervisory employees of the Company are represented by the United Steelworkers, AFL-CIO-CLC, Local Union 2635-06. The Company is under a four year labor contract with the United Steelworkers Local that will expire on October 15, 2017. The contract calls for annual wage increases of 3.0%. Additionally, effective January 1, 2014, the Company implemented a soft freeze of its defined benefit pension plan for union employees. A soft freeze means that all existing union employees as of December 31, 2013 currently participating will remain in the defined benefit pension plan but any new union employees hired after January 1, 2014 will no longer be part of the defined benefit plan but instead will be offered retirement benefits under an enhanced 401(k) program. The Company has not experienced a work stoppage since 1979. The Company is one of an estimated ten union-represented banks nationwide.

INDUSTRY REGULATION

The banking and trust industry, and the operation of bank holding companies, is highly regulated by federal and state law, and by numerous regulations adopted by the federal banking agencies and state banking agencies. Bank regulation affects all aspects of conducting business as a bank, including such major items as minimum capital requirements, limits on types and amounts of investments, loans and other assets, as well as borrowings and other liabilities, and numerous restrictions or requirements on the loan terms and other products made available to customers, particularly consumers. Federal deposit insurance from the Federal Deposit Insurance Corporation (the FDIC) is required for all banks in the United States, and maintaining FDIC insurance requires observation of the various rules of the FDIC, as well as payment of deposit premiums. New branches, or acquisitions or mergers, are required to be pre-approved by the responsible agency, which in the case of the Company and the Bank is the Federal Reserve and the PDB. The Bank

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provides detailed financial information to its regulators, including a quarterly call report that is filed pursuant to detailed prescribed instructions to ensure that all U.S. banks report the same way. The U.S. banking laws and regulations are frequently updated and amended, especially in response to crises in the financial industry, such as the global financial crisis of 2008, which resulted in the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in 2010 (the Dodd-Frank Act), a statute affecting many facets of the financial industry.

While it is impractical to discuss all laws and regulations that regularly affect the business of the Company and its subsidiaries, set forth below is an overview of some of the major provisions and statutes that apply.

CAPITAL REQUIREMENTS

One of the most significant regulatory requirements for banking institutions is minimal capital, imposed as a ratio of capital to assets. The Federal Deposit Insurance Act, as amended (the FDIA), identifies five capital categories for insured depository institutions: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. It requires U.S. federal bank regulatory agencies to implement systems for “prompt corrective action” for insured depository institutions that do not meet minimum capital requirements based on these categories. The FDICIA imposes progressively more restrictive constraints on operations, management and capital distributions, depending on the category in which an institution is classified. Unless a bank is well capitalized, it is subject to restrictions on its ability to utilize brokered deposits and on other aspects of its operations. Generally, a bank is prohibited from paying any dividend or making any capital distribution or paying any management fee to its holding company if the bank would thereafter be undercapitalized.

As of December 31, 2014, the Company believes that its bank subsidiary was well capitalized, based on the prompt corrective action guidelines described above. As discussed below, however, the capital requirements for all banks are being increased under the Dodd-Frank Act. Specifically, on July 2, 2013, the Federal Reserve approved final rules that substantially amend the regulatory risk-based capital rules applicable to the Company and the Bank. The final rules implement the “Basel III” regulatory capital reforms, as well as certain changes required by the Dodd-Frank Act. The July 2013 final rules generally implement higher minimum capital requirements, add a new common equity tier 1 capital requirement, and establish criteria that instruments must meet to be considered common equity tier 1 capital, additional tier 1 capital or tier 2 capital. The new minimum capital to risk-adjusted assets requirements are a common equity tier 1 capital ratio of 4.5% (6.5% to be considered “well capitalized”) and a tier 1 capital ratio of 6.0%, increased from 4.0% (and increased from 6.0% to 8.0% to be considered “well capitalized”); the total capital ratio remains at 8.0% under the new rules (10.0% to be considered “well capitalized”). Under the new rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity tier 1 capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets. The new minimum capital requirements are effective on January 1, 2015. The capital contribution buffer requirements phase in over a three-year period beginning January 1, 2016. The Company is continuing to review the impact of these new rules and currently expects that its capital position will be more than adequate to meet the revised regulatory capital requirements.

DIVIDEND RESTRICTIONS

The primary source of cash to pay dividends, if any, to the Company’s shareholders and to meet the Company’s obligations is dividends paid to the Company by the Bank and the Trust Company. Dividend payments by the Bank to the Company are subject to the laws of the Commonwealth of Pennsylvania, the Banking Code, the FDIA and the regulation of the PDB and of the Federal Reserve. Under the Banking Act and the FDIA, a bank may not pay any dividends if, after paying such dividends, it would be undercapitalized under applicable capital requirements. In addition to these explicit limitations, the federal regulatory agencies are authorized to prohibit a banking subsidiary or bank holding company from engaging in unsafe or unsound banking practices. Depending upon the circumstances, the agencies could take the position that paying a dividend would constitute an unsafe or unsound banking practice.

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It is the policy of the Federal Reserve that bank holding companies should pay cash dividends on common stock only out of income available from the immediately preceding year and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition. The policy provides that bank holding companies should not maintain a level of cash dividend that undermines the bank holding company’s ability to serve as a source of strength to its banking subsidiary. A bank holding company may not pay dividends when it is insolvent.

The terms of our Company’s Senior Non-Cumulative Perpetual Preferred Stock (the SBLF Preferred Stock) impose limits on the ability of the Company to pay dividends and repurchase shares of common stock. Under the terms of the SBLF Preferred Stock, no repurchases may be effected, and no dividends may be declared or paid on preferred shares ranking pari passu with the SBLF Preferred Stock, junior preferred shares, or other junior securities (including the common stock) during the current quarter and for the next three quarters following the failure to declare and pay dividends on the SBLF Preferred Stock, except that, in any such quarter in which the dividend is paid, dividend payments on shares ranking pari passu may be paid to the extent necessary to avoid any resulting material covenant breach.

Under the terms of the SBLF Preferred Stock, the Company may only declare and pay a dividend on the common stock or other stock junior to the SBLF Preferred Stock, or repurchase shares of any such class or series of stock, if, after payment of such dividend, the dollar amount of the Company’s Tier 1 Capital would be at least 90% of the Tier 1 Capital as of June 30, 2011, excluding any subsequent net charge-offs and any redemption of shares of the SBLF Preferred Stock (the “Tier 1 Dividend Threshold”). Beginning on the first day of the eleventh dividend period ending on June 20, 2014, the amount of the Tier 1 Dividend Threshold will be reduced by 10% for each one percent increase in qualified small business lending from the baseline level through the ninth dividend period ending on September 30, 2013.

The Company resumed paying quarterly cash dividends to common shareholders in 2013. For more information regarding quarterly cash dividends, see Part II, Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities below.

SARBANES-OXLEY ACT OF 2002

The Sarbanes-Oxley Act of 2002 is not a banking law, but contains important requirements for public companies in the area of financial disclosure and corporate governance. In accordance with Section 302(a) of the Sarbanes-Oxley Act, written certifications by the Company’s principal executive officer and principal financial officer are required. These certifications attest, among other things, that the Company’s quarterly and annual reports filed with the SEC do not contain any untrue statement of a material fact. In response to the Sarbanes-Oxley Act of 2002, the Company adopted a series of procedures to further strengthen its corporate governance practices. The Company also requires signed certifications from managers who are responsible for internal controls throughout the Company as to the integrity of the information they prepare. These procedures supplement the Company’s Code of Conduct Policy and other procedures that were previously in place. In 2005, the Company implemented and has since maintained a program designed to comply with Section 404 of the Sarbanes-Oxley Act. This program included the identification of key processes and accounts, documentation of the design of control effectiveness over process and entity level controls, and testing of the effectiveness of key controls.

PRIVACY PROVISIONS

Federal banking regulators adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about customers to non-affiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to non-affiliated third parties. The privacy provisions affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. The Company believes it is in compliance with the various provisions.

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USA PATRIOT ACT

A major focus of governmental policy on financial institutions in recent years has been aimed at combating money laundering and terrorist financing. The USA Patriot Act substantially broadened the scope of United States anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States. The United States Treasury Department has issued and, in some cases, proposed a number of regulations that apply various requirements of the USA Patriot Act to financial institutions. These regulations impose obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identity of their customers. Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the Company.

DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT

On July 21, 2010, the President signed into law the Dodd-Frank Act. This law significantly changed the previous bank regulatory structure and affects the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies.

The Dodd-Frank Act requires various federal agencies to adopt a broad range of new rules and regulations, and to prepare various studies and reports for Congress. The federal agencies are given significant discretion in drafting such rules and regulations. The due date for many of such regulations is still in the future; consequently, many of the details and much of the impact of the Dodd-Frank Act may not be known for years.

Many provisions of the Dodd-Frank Act are already in effect. For example, effective July 21, 2011, a provision of the Dodd-Frank Act eliminates the federal prohibitions on paying interest on demand deposits, thus allowing businesses to have interest bearing checking accounts. Depending on competitive responses, this significant change to prior law could have an adverse impact on the Company’s interest expense.

The Dodd-Frank Act also broadened the base for FDIC insurance assessments. Assessments will now be based on the average consolidated total assets less tangible equity capital of a financial institution. The Dodd-Frank Act also permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor.

Bank and thrift holding companies with assets of less than $15 billion as of December 31, 2009, such as the Company, will be permitted to include trust preferred securities that were issued before May 19, 2010, such as the Company’s 8.45% Trust Preferred Securities, as Tier 1 capital; however, trust preferred securities issued by a bank or thrift holding company (other than those with assets of less than $500 million) after May 19, 2010, will no longer count as Tier 1 capital. Such trust preferred securities still will be entitled to be treated as Tier 2 capital.

The Dodd-Frank Act also required publicly traded companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments. The legislation also directed the Federal Reserve to promulgate rules prohibiting excessive compensation paid to bank holding company executives, regardless of whether the company is publicly traded.

The Dodd-Frank Act created the Consumer Financial Protection Bureau (the CFPB), a new independent regulatory agency with broad powers to supervise and enforce consumer protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets such as the Company will continue to be examined for compliance with the consumer laws by their primary bank regulators. The Dodd-Frank Act also weakens the federal preemption rules that have been applicable for national banks and federal savings associations and gives state attorney generals the ability to enforce federal consumer protection laws.

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It is difficult to predict at this time what the total impact the Dodd-Frank Act will have on community banks as it continues to be subject to intensive rulemaking and public comment, which has not yet been completed with respect to the application of certain key aspects of the Dodd-Frank Act. However, it is expected that, at a minimum, it will continue to increase our capital requirements, our operating and compliance costs, and could increase our interest expense.

AVAILABLE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. These filings are available to the public on the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s public reference room, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

Our Internet address is http://www.ameriserv.com. We make available free of charge on http://www. ameriserv.com our annual, quarterly and current reports, and amendments to those reports, as soon as reasonably practical after we electronically file such material with, or furnish it to, the SEC.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS

The Company has no unresolved staff comments from the SEC for the reporting periods presented.

ITEM 2. PROPERTIES

The principal offices of the Company and the Bank occupy the five-story AmeriServ Financial building at the corner of Main and Franklin Streets in Johnstown plus twelve floors of the building adjacent thereto. The Company occupies the main office and its subsidiary entities have 13 other locations which are owned. Eight additional locations are leased with terms expiring from January 1, 2015 to August 31, 2030.

ITEM 3. LEGAL PROCEEDINGS

The Company is subject to a number of asserted and unasserted potential legal claims encountered in the normal course of business. In the opinion of both management and legal counsel, there is no present basis to conclude that the resolution of these claims will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

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PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

COMMON STOCK

As of January 30, 2015, the Company had 3,545 shareholders of record for its common stock. The Company’s common stock is traded on the NASDAQ Global Market System under the symbol “ASRV.” The following table sets forth the actual high and low closing prices and the cash dividends declared per share for the periods indicated:

		PRICES								CASH DIVIDENDS DECLARED
		HIGH				LOW
Year ended December 31, 2014:
First Quarter		$	3.91			$	3.00			$	0.01
Second Quarter			3.88				3.40				0.01
Third Quarter			3.52				3.14				0.01
Fourth Quarter			3.31				3.02				0.01
Year ended December 31, 2013
First Quarter		$	3.23			$	2.90			$	0.00
Second Quarter			3.17				2.74				0.01
Third Quarter			3.29				2.97				0.01
Fourth Quarter			3.26				2.99				0.01

The declaration of cash dividends on the Company's common stock is at the discretion of the Board, and any decision to declare a dividend is based on a number of factors, including, but not limited to, earnings, prospects, financial condition, regulatory capital levels, applicable covenants under any credit agreements and other contractual restrictions, Pennsylvania law, federal and Pennsylvania bank regulatory law, and other factors deemed relevant. Additionally, the Company’s previously announced common stock repurchase programs have been completed.

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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

SELECTED FIVE-YEAR CONSOLIDATED FINANCIAL DATA

		AT OR FOR THE YEAR ENDED DECEMBER 31,
		2014				2013				2012				2011				2010
		(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)
SUMMARY OF INCOME STATEMENT DATA:
Total interest income		$	40,441			$	39,343			$	39,917			$	41,964			$	44,831
Total interest expense			6,397				6,482				7,714				9,681				12,489
Net interest income			34,044				32,861				32,203				32,283				32,342
Provision (credit) for loan losses			375				(1,100	)			(775	)			(3,575	)			5,250
Net interest income after provision (credit) for loan losses			33,669				33,961				32,978				35,858				27,092
Total non-interest income			14,323				15,744				14,943				13,569				13,967
Total non-interest expense			43,371				42,223				40,641				40,037				39,697
Income before income taxes			4,621				7,482				7,280				9,390				1,362
Provision for income taxes			1,598				2,289				2,241				2,853				80
Net income		$	3,023			$	5,193			$	5,039			$	6,537			$	1,282
Net income available to common shareholders		$	2,813			$	4,984			$	4,211			$	5,152			$	121
PER COMMON SHARE DATA:
Basic earnings per share		$	0.15			$	0.26			$	0.21			$	0.24			$	0.01
Diluted earnings per share			0.15				0.26				0.21				0.24				0.01
Cash dividends declared			0.04				0.03				0.00				0.00				0.00
Book value at period end			4.97				4.91				4.67				4.37				4.07
BALANCE SHEET AND OTHER DATA:
Total assets		$	1,089,263			$	1,056,036			$	1,000,991			$	979,076			$	948,974
Loans and loans held for sale, net of unearned income			832,131				786,748				731,741				670,847				678,181
Allowance for loan losses			9,623				10,104				12,571				14,623				19,765
Investment securities available for sale			127,110				141,978				151,538				182,923				164,811
Investment securities held to maturity			19,840				18,187				13,723				12,280				7,824
Deposits			869,881				854,522				835,734				816,420				801,216
Total borrowed funds			93,965				79,640				41,745				34,850				27,385
Stockholders’ equity			114,407				113,307				110,468				112,352				107,058
Full-time equivalent employees			314				352				350				347				348
SELECTED FINANCIAL RATIOS:
Return on average assets			0.29	%			0.51	%			0.51	%			0.68	%			0.13	%
Return on average total equity			2.61				4.69				4.51				5.90				1.19
Loans and loans held for sale, net of unearned income, as a percent of deposits, at period end			95.66				92.07				87.56				82.17				84.64
Ratio of average total equity to average assets			10.92				10.86				11.36				11.49				11.25
Common stock cash dividends as a percent of net income available to common shareholders			26.73				11.36				—				—				—
Interest rate spread			3.36				3.39				3.43				3.47				3.51
Net interest margin			3.52				3.56				3.65				3.72				3.79
Allowance for loan losses as a percentage of loans, net of unearned income, at period end			1.16				1.29				1.74				2.20				2.95
Non-performing assets as a percentage of loans and other real estate owned, at period end			0.35				0.52				1.00				0.78				2.14
Net charge-offs as a percentage of average loans			0.14				0.18				0.19				0.24				0.74
Ratio of earnings to fixed charges and preferred dividends:(1)
Excluding interest on deposits			3.30X				5.13X				3.80X				4.11X				1.49X
Including interest on deposits			1.67				2.07				1.80				1.83				1.10
Cumulative one year interest rate sensitivity gap ratio, at period end			1.13				1.09				1.30				1.29				1.13

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

The following discussion and analysis of financial condition and results of operations of the Company should be read in conjunction with the consolidated financial statements of the Company including the related notes thereto, included elsewhere herein.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2014, 2013, AND 2012

2014 SUMMARY OVERVIEW:

On January 20, 2015, the Company reported its financial performance for the fourth quarter of 2014 and consequently for the full year of 2014. Net income available to shareholders was $749,000 or $0.04 per share for the fourth quarter of 2014. This was $0.05 per share less than the fourth quarter of 2013, but $0.02 per share more than the third quarter of 2014. Net income for the full year was $3,023,000, or $0.15 per share, which represents a decline from $0.26 per share in 2013.

We have previously emphasized the Company’s determination to become a significant competitor in every market where the company has a presence. Loans outstanding increased in 2014 by $45 million to a new company year-end record high of $832 million. Meanwhile deposits also closed 2014 at the highest year-end total on record of $870 million. However, it is a fact that such progress has been achieved at the price of increased expense levels. The Board and management determined that 2014 would be the year to take action on this increase in expenses. These actions have included:

The goal of these actions is to permit the Company to continue growing the business but to avoid expense increases so as to increase earnings per share and shareholder return.

Finally in 2014, the Company put behind us a costly litigation process that was previously disclosed in our regulatory filings earlier this year. This litigation concerned our registered investment advisory subsidiary, WCCA, and resulted in a $669,000 impairment charge related to Goodwill on the balance sheet.

We believe the sum of these can result in 2014 being a foundation year for the next decade. The Company has strong capital, a substantial and growing tangible book value, along with the previously mentioned success in the market place. It is also gratifying to tell you that the Trust Company has now completed four consecutive years of double digit net income increases.

We should mention that early 2015 did bring a new challenge; Glenn L. Wilson voluntarily resigned on January 9, 2015 to join a small bank close to his long-term home in Maryland. Glenn served as President and Chief Executive Officer since November 1, 2009. Jeffrey A. Stopko, our former Chief Financial Officer, is now leading an Interim Management Team.

It is enough to say that we expect another bumpy year in the U.S. and regional economies. Just when the Marcellus Shale began to promise job gains for Pennsylvania, the global price of oil has experienced a sudden and dramatic decline. Our answer to these larger issues of the national and global economy remains the same. The Company will maintain strong capital, deep liquidity and a conservative balance sheet. As we enter the seventh year of Washington’s Easy Money program, the Federal Reserve speaks of new directions. Therefore this would not seem to be the time for anything but the most basic banking and wealth management programs and careful watching of the markets. As a result of this situation, we will focus our energies on successfully executing our business plans in order to improve earnings per share and the resulting return to the common shareholder in 2015.

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PERFORMANCE OVERVIEW... The following table summarizes some of the Company’s key profitability performance indicators for each of the past three years.

		YEAR ENDED DECEMBER 31,
		2014				2013				2012
		(IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)
Net income		$	3,023			$	5,193			$	5,039
Net income available to common shareholders			2,813				4,984				4,211
Diluted earnings per share			0.15				0.26				0.21
Return on average assets			0.29	%			0.51	%			0.51	%
Return on average equity			2.61				4.69				4.51

The Company reported net income available to common shareholders of $2.8 million or $0.15 per diluted common share for 2014. This represented a 42.3% decrease in earnings per share from 2013 where net income available to common shareholders totaled $5.0 million or $0.26 per diluted share. Factors contributing to this reduction in earnings were a $1.5 million unfavorable swing in the provision for loan losses, a $1.4 million reduction in non-interest revenue, and a $1.1 million increase in non-interest expense. The non-interest expense increase included a $669,000 goodwill impairment charge and a $376,000 fourth quarter pension charge related to 25 employees who elected to participate in an early retirement incentive program. These negative items were partially offset by a $1.2 million increase in net interest income due to continued growth of our loan portfolio while maintaining excellent asset quality.

The Company reported net income available to common shareholders of $5.0 million or $0.26 per diluted common share for 2013. This represented a 23.8% increase in earnings per share from 2012 where net income available to common shareholders totalled $4.2 million or $0.21 per diluted share. Growth in total revenue, improved asset quality, and effective capital management caused the increase in earnings per share in 2013. Specifically, a $658,000 increase in net interest income resulted from continued strong growth of our loan portfolio, as total loans grew by $55 million, or 7.5%. Material loan growth occurred in loan categories that qualify for the SBLF through the Company’s loan production offices. As a result of this growth in SBLF qualified loans, the Company locked in the lowest preferred dividend rate available under the program of 1% until the first quarter of 2016. This lower rate saved the Company $619,000 in preferred stock dividend payments in 2013 and was a key factor contributing to the earnings per share growth. Additionally, the calculation of earnings per share benefitted from a 713,000 or 3.6% reduction in average shares outstanding due to the success of the Company’s common stock repurchase program that was completed in the second quarter of 2013. There was also $325,000 more earnings benefit from negative loan loss provisions in 2013 due to the Company’s improved asset quality. These positive items were partially offset by a $1.6 million or 3.9% increase in non-interest expense and slightly higher income tax expense.

The Company reported net income available to common shareholders of $4.2 million or $0.21 per diluted common share for 2012. This represented a 12.5% decline in earnings per share from 2011 where net income available to common shareholders totalled $5.2 million or $0.24 per diluted share. The largest factor causing the reduction in net income available to common shareholders was the provision for loan losses. The Company recorded a negative provision of $775,000 but this was at a lesser level than the $3,575,000 negative provision for 2011. Non-interest income increased by $1.4 million or 10.1% largely due to increased revenue from residential mortgage banking activities and the Trust Company’s wealth management businesses. Continued focus on expense control helped contain the increase in non-interest expense to $604,000 or 1.5%.

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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; 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 summarizes the Company’s net interest income performance for each of the past three years:

		YEAR ENDED DECEMBER 31,
		2014				2013				2012
		(IN THOUSANDS, EXCEPT RATIOS)
Interest income		$	40,441			$	39,343			$	39,917
Interest expense			6,397				6,482				7,714
Net interest income			34,044				32,861				32,203
Net interest margin			3.52	%			3.56	%			3.65	%

2014 NET INTEREST PERFORMANCE OVERVIEW... The Company’s net interest income for the full year 2014 increased by $1,183,000, or 3.6%, when compared to the full year 2013. The Company’s net interest margin of 3.52% for the full year 2014 was four basis points lower than the net interest margin of 3.56% for the full year 2013. The Company has been able to mitigate this net interest margin pressure and to increase net interest income by both growing its earning assets and reducing its cost of funds. Specifically, the earning asset growth has occurred in the loan portfolio as total loans averaged a record $805 million for the full year 2014 which is $58 million, or 7.8%, higher than the $746 million average for the 2013 year. This loan growth reflects the successful results of the Company’s more intensive sales calling efforts, with an emphasis on generating commercial loans and owner occupied CRE loans, which qualify as SBLF loans. Interest income in 2014 has also benefitted from reduced premium amortization on mortgage backed securities due to slower mortgage prepayment speeds. Overall, total interest income has increased by $1,098,000 in 2014. Additionally, the increase in loans caused the Company’s loan to deposit ratio to average 92.3% in 2014 compared to 88.2% in 2013.

Total interest expense for the 2014 year declined by $85,000 from the full year 2013 due to the Company’s proactive efforts to reduce deposit costs. Even with this reduction in deposit costs, the Company still experienced growth in deposits which reflects the loyalty of our core deposit base and ongoing efforts to cross sell new loan customers into deposit products. Specifically, total deposits averaged a record level of $872 million for the full year 2014 which is $25 million, or 3.0%, higher than the $847 million average for the full year 2013. This decreased interest expense for deposits has been partially offset by a $190,000 increase in the interest cost for borrowings as the Company has utilized more Federal Home Loan Bank (FHLB) term advances to extend borrowings and provide protection against rising interest rates.

Overall, the Company expects that it will need to continue to grow earning assets to achieve net interest income growth in 2015 as little net interest margin improvement is expected given the ongoing challenges of the exceptionally low interest rate environment. Solid commercial loan pipelines suggest that the Company should be able to again grow the loan portfolio in 2015 although we expect pricing pressures on new commercial loans to continue to be intense.

COMPONENT CHANGES IN NET INTEREST INCOME: 2014 VERSUS 2013... Regarding the separate components of net interest income, the Company's total interest income in 2014 increased by $1.1 million when compared to 2013. This increase was due to a $44.1 million increase in average earning assets due to an increase in average loans partially offset by a nine basis point decline in the earning asset yield from 4.27% to 4.18%. Within the earning asset base, the yield on the total loan portfolio decreased by 19 basis points from 4.71% to 4.52% as new loans typically have yields that are below the rate on the maturing instruments that they are replacing. However, the yield on total investment securities increased by 10 basis points from 2.50% to 2.60% due primarily to a reduction in premium amortization on mortgage backed securities due to a slowdown in mortgage prepayment speeds in 2014. Investment securities interest revenue declined by $122,000 in 2014 due to an $11 million decrease in the average investment securities portfolio as the Company has utilized cash flow from securities to help fund the previously mentioned loan growth.

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The Company's total interest expense for 2014 decreased by $85,000, or 1.3%, when compared to 2013. This decrease in interest expense was due to a lower cost of funds as the cost of interest bearing liabilities declined by six basis points to 0.82%. Management’s decision to further reduce interest rates paid on all deposit categories has not had a negative impact on deposit growth and reflects the loyalty of the bank’s core deposit base. This decrease in funding costs occurred in spite of a $43.4 million increase in the volume of average interest bearing liabilities. The Company has utilized term advances from the FHLB, with maturities ranging between three and five years, to help fund its earning asset growth and manage interest rate risk. The average balance of FHLB term advances has increased by $15 million while the average cost of these advances has increased by only 17 basis points to 1.01%. Overall, total FHLB borrowings averaged $52 million or 4.9% of total assets during 2014.

2013 NET INTEREST PERFORMANCE OVERVIEW... The Company’s net interest income in 2013 increased by 658,000, or 2.0%, when compared to 2012. The Company’s 2013 net interest margin of 3.56% was nine basis points lower than the net interest margin of 3.65% for 2012. The lower net interest margin demonstrates the impact of the Federal Reserve low interest rate policies which have pressured interest revenue. The Company has been able to overcome this net interest margin pressure and increase net interest income by reducing its cost of funds and growing its earning assets, particularly loans. Specifically, these efforts resulted in total loans averaging $746 million in 2013, which was $58 million or 8.4% higher than the $689 million average for 2012. This loan growth reflects the successful results of the Company’s more intensive sales calling efforts with an emphasis on generating commercial loans and owner occupied CRE loans which qualify as SBLF loans, particularly through its loan production offices. Overall, the increase in loans caused the Company’s loan to deposit ratio to average 88.2% in 2013 compared to 82.7% in 2012.

Total interest expense for 2013 declined by $1.2 million from 2012 due to the Company’s proactive efforts to reduce deposit costs. Even with this reduction in deposit costs, the Company still experienced growth in deposits which reflects the loyalty of its core deposit base and its ongoing efforts to cross sell new loan customers into deposit products. Specifically, total deposits averaged $847 million in 2013, which is $14 million or 1.6% higher than the $833 million average in 2012.

COMPONENT CHANGES IN NET INTEREST INCOME: 2013 VERSUS 2012... Regarding the separate components of net interest income, the Company's total interest income in 2013 decreased by $574,000 when compared to 2012. This decrease was due to a 25 basis point decline in the earning asset yield from 4.52% to 4.27%, partially offset by additional interest income from a $38.3 million increase in average earning assets due to an increase in average loans. Within the earning asset base, the yield on the total loan portfolio decreased by 35 basis points from 5.06% to 4.71%, while the yield on total investment securities dropped by 22 basis points from 2.72% to 2.50%. This earning asset yield drop reflects the fact that new investment securities and loans typically have yields that are below the rate on the maturing instruments that they are replacing. Investment securities interest revenue also declined by $865,000 in 2013 due to an $18 million decrease in the average investment securities portfolio as the Company has utilized cash flow from securities to help fund the previously mentioned loan growth.

The Company's total interest expense for 2013 decreased by $1.2 million, or 16.0%, when compared to 2012. This decrease in interest expense was due to a lower cost of funds as the cost of interest bearing liabilities declined by 21 basis points to 0.88%. Management’s decision to further reduce interest rates paid on all deposit categories has not had a negative impact on deposit growth and reflects the loyalty of the bank’s core deposit base. This decrease in funding costs occurred in spite of a $28.3 million increase in the volume of interest bearing liabilities. The Company has utilized term advances from the FHLB, with maturities ranging between three and five years, to help fund its earning asset growth and manage interest rate risk over the past year. The average balance of FHLB term advances has increased by $13 million while the average cost of these advances declined by 60 basis points to 0.84%. Overall, total FHLB borrowings averaged $36 million or 3.5% of total assets during 2013.

The table that follows provides an analysis of net interest income on a tax-equivalent basis 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) interest rate spread (the difference between the average

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yield earned on interest earning assets and the average rate paid on interest bearing liabilities), and (v) net interest margin (net interest income as a percentage of average total interest earning assets). For purposes of these tables 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 approximately 34% is used to compute tax-equivalent yields.

		YEAR ENDED DECEMBER 31,
		2014												2013												2012
		AVERAGE BALANCE				INTEREST INCOME/ EXPENSE				YIELD/ RATE				AVERAGE BALANCE				INTEREST INCOME/ EXPENSE				YIELD/ RATE				AVERAGE BALANCE				INTEREST INCOME/ EXPENSE				YIELD/ RATE
		(IN THOUSANDS, EXCEPT PERCENTAGES)
Interest earning assets:
Loans, net of unearned income		$	804,721			$	36,366				4.52	%		$	746,490			$	35,145				4.71	%		$	688,736			$	34,842				5.06	%
Deposits with banks			7,227				5				0.07				8,027				6				0.08				9,634				10				0.18
Federal funds sold			—				—				—				79				—				0.05				—				—				—
Short-term investment in money market funds			1,243				7				0.49				3,260				8				0.24				2,889				18				0.61
Investment securities:
Available for sale			137,839				3,528				2.56				150,621				3,701				2.46				172,947				4,634				2.68
Held to maturity			19,399				559				2.88				17,900				508				2.84				13,828				440				3.18
Total investment securities			157,238				4,087				2.60				168,521				4,209				2.50				186,775				5,074				2.72
TOTAL INTEREST EARNING ASSETS/INTEREST INCOME			970,429				40,465				4.18				926,377				39,368				4.27				888,034				39,944				4.52
Non-interest earning assets:
Cash and due from banks			16,919												16,795												17,136
Premises and equipment			13,282												12,839												11,055
Other assets			69,423												75,360												81,796
Allowance for loan losses			(9,951	)											(11,434	)											(13,500	)
TOTAL ASSETS		$	1,060,102											$	1,019,937											$	984,521
Interest bearing liabilities:
Interest bearing deposits:
Interest bearing demand		$	97,641			$	191				0.20	%		$	75,126			$	138				0.18	%		$	60,810			$	116				0.19	%
Savings			89,554				144				0.16				87,819				139				0.16				85,112				181				0.21
Money market			228,150				761				0.33				212,735				736				0.35				211,744				895				0.42
Other time			300,915				3,793				1.26				312,741				4,151				1.33				327,557				5,310				1.62
Total interest bearing deposits			716,260				4,889				0.68				688,421				5,164				0.75				685,223				6,502				0.95
Federal funds purchased and other short-term borrowings			18,783				55				0.29				17,973				46				0.26				5,342				11				0.21
Advances from Federal Home Loan Bank			32,885				333				1.01				18,170				152				0.84				5,661				81				1.44
Guaranteed junior subordinated deferrable interest debentures			13,085				1,120				8.57				13,085				1,120				8.57				13,085				1,120				8.57
TOTAL INTEREST BEARING LIABILITIES/INTEREST EXPENSE			781,013				6,397				0.82				737,649				6,482				0.88				709,311				7,714				1.09
Non-interest bearing liabilities:
Demand deposits			155,365												158,169												147,887
Other liabilities			7,969												13,378												15,517
Stockholders’ equity			115,755												110,741												111,806
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	1,060,102											$	1,019,937											$	984,521
Interest rate spread											3.36												3.39												3.43
Net interest income/net interest margin							34,068				3.52	%							32,886				3.56	%							32,230				3.65	%
Tax-equivalent adjustment							(24	)											(25	)											(27	)
Net interest income						$	34,044											$	32,861											$	32,203

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Net interest income may also be analyzed by segregating the volume and rate components of interest income and interest expense. The table below sets forth an analysis of volume and rate changes in net interest income on a tax-equivalent basis. For purposes of this table, changes in interest income and interest expense are allocated to volume and rate categories based upon the respective percentage changes in average balances and average rates. Changes in net interest income that could not be specifically identified as either a rate or volume change were allocated proportionately to changes in volume and changes in rate.

		2014 vs. 2013												2013 vs. 2012
		INCREASE (DECREASE) DUE TO CHANGE IN:												INCREASE (DECREASE) DUE TO CHANGE IN:
		AVERAGE VOLUME				RATE				TOTAL				AVERAGE VOLUME				RATE				TOTAL
		(IN THOUSANDS)
INTEREST EARNED ON:
Loans, net of unearned income		$	3,853			$	(2,632	)		$	1,221			$	1,730			$	(1,427	)		$	303
Deposits with banks			—				(1	)			(1	)			(1	)			(3	)			(4	)
Short-term investments in money market funds			(1	)			—				(1	)			3				(13	)			(10	)
Investment securities:
Available for sale			(332	)			159				(173	)			(570	)			(363	)			(933	)
Held to maturity			44				7				51				107				(39	)			68
Total investment securities			(288	)			166				(122	)			(463	)			(402	)			(865	)
Total interest income			3,564				(2,467	)			1,097				1,269				(1,845	)			(576	)
INTEREST PAID ON:
Interest bearing demand deposits			39				14				53				28				(6	)			22
Savings deposits			5				—				5				6				(48	)			(42	)
Money market			118				(93	)			25				5				(164	)			(159	)
Other time deposits			(150	)			(208	)			(358	)			(234	)			(925	)			(1,159	)
Federal funds purchased and other short-term borrowings			3				6				9				36				(1	)			35
Advances from Federal Home Loan Bank			145				36				181				87				(16	)			71
Total interest expense			160				(245	)			(85	)			(72	)			(1,160	)			(1,232	)
Change in net interest income		$	3,404			$	(2,222	)		$	1,182			$	1,341			$	(685	)		$	656

LOAN QUALITY... The Company’s written lending policies require underwriting, loan documentation, and credit analysis standards to be met prior to funding any loan. After the loan has been approved and funded, continued periodic credit review is required. The Company’s policy is to individually review, as circumstances warrant, each of its commercial and commercial mortgage loans to determine if a loan is impaired. At a minimum, credit reviews are mandatory for all commercial and commercial mortgage loan relationships with aggregate balances in excess of $250,000 within a 12-month period. The Company has also identified three pools of small dollar value homogeneous loans which are evaluated collectively for impairment. These separate pools are for small business relationships with aggregate balances of $250,000 or less, residential mortgage loans and consumer loans. Individual loans within these pools are reviewed and removed from the pool if factors such as significant delinquency in payments of 90 days or more, bankruptcy, or other negative economic concerns indicate impairment. The following table sets forth information concerning the Company’s loan delinquency and other non-performing assets.

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		AT DECEMBER 31,
		2014				2013				2012
		(IN THOUSANDS, EXCEPT PERCENTAGES)
Total accruing loans past due 30 to 89 days		$	2,643			$	3,264			$	3,456
Total non-accrual loans			2,196				2,871				5,814
Total non-performing assets including TDRs(1)			2,917				4,109				7,224
Loan delinquency as a percentage of total loans, net of unearned income			0.32	%			0.42	%			0.48	%
Non-accrual loans as a percentage of total loans, net of unearned income			0.27				0.37				0.81
Non-performing assets as a percentage of total loans, net of unearned income, and other real estate owned			0.35				0.52				1.00
Non-performing assets as a percentage of total assets			0.27				0.39				0.72
Total classified loans (loans rated substandard or doubtful)		$	11,229			$	11,779			$	22,717

As a result of successful ongoing problem credit resolution efforts, the Company realized further asset quality improvements in 2014. Each of the metrics in the above table demonstrated improvement in 2014 as particularly evidenced by reduced levels of non-accrual loans, non-performing assets, classified loans and low loan delinquency levels that continue to be well below 1% of total loans. We continue to closely monitor the loan portfolio given the uneven recovery in the economy and the number of relatively large-sized commercial and CRE loans within the portfolio. As of December 31, 2014, the 25 largest credits represented 26.6% of total loans outstanding.

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ALLOWANCE AND PROVISION FOR LOAN LOSSES... As described in more detail in the Critical Accounting Policies and Estimates section of this MD&A, 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 following table sets forth changes in the ALL and certain ratios for the periods ended.

		YEAR ENDED DECEMBER 31,
		2014				2013				2012				2011				2010
		(IN THOUSANDS, EXCEPT RATIOS AND PERCENTAGES)
Balance at beginning of year		$	10,104			$	12,571			$	14,623			$	19,765			$	19,685
Charge-offs:
Commercial			(172	)			(50	)			(345	)			(953	)			(835	)
Commercial loans secured by real estate			(708	)			(1,777	)			(796	)			(1,700	)			(4,221	)
Real estate-mortgage			(322	)			(139	)			(420	)			(85	)			(293	)
Consumer			(121	)			(154	)			(200	)			(203	)			(282	)
Total charge-offs			(1,323	)			(2,120	)			(1,761	)			(2,941	)			(5,631	)
Recoveries:
Commercial			141				80				138				831				226
Commercial loans secured by real estate			231				481				245				331				48
Real estate-mortgage			71				122				54				53				42
Consumer			24				70				47				159				145
Total recoveries			467				753				484				1,374				461
Net charge-offs			(856	)			(1,367	)			(1,277	)			(1,567	)			(5,170	)
Provision (credit) for loan losses			375				(1,100	)			(775	)			(3,575	)			5,250
Balance at end of year		$	9,623			$	10,104			$	12,571			$	14,623			$	19,765
Loans and loans held for sale, net of unearned income:
Average for the year		$	804,721			$	746,490			$	688,736			$	662,746			$	701,502
At December 31			832,131				786,748				731,741				670,847				678,181
As a percent of average loans:
Net charge-offs			0.11	%			0.18	%			0.19	%			0.24	%			0.74	%
Provision (credit) for loan losses			0.05				(0.15	)			(0.11	)			(0.54	)			0.75
Allowance as a percent of each of the following:
Total loans, net of unearned income			1.16				1.29				1.74				2.20				2.95
Total accruing delinquent loans (past due 30 to 89 days)			364.09				309.56				363.74				440.58				708.17
Total non-accrual loans			438.21				351.93				216.22				288.14				160.83
Total non-performing assets			329.89				245.90				174.02				281.27				137.60
Allowance as a multiple of net charge-offs			11.24x				7.39x				9.84x				9.33x				3.82x

For 2014, the Company recorded a $375,000 provision for loan losses compared to a $1.1 million negative provision for the 2013 year. This represents an unfavorable swing of $1.5 million between years and is a significant factor contributing to the lower earnings in 2014. The positive provision in 2014 was needed to partially cover net loan charge-offs and support the continuing growth of the loan portfolio. In 2014 actual credit losses realized through net charge-offs totaled $856,000, or 0.11% of average total loans, which represents a decrease from the 2013 year when net charge-offs totaled $1.4 million, or 0.18% of average total loans. Overall, for the 2014 year, the Company continued to maintain outstanding asset quality. At December 31, 2014, non-performing assets totaled $2.9 million, or only 0.35% of total loans, which represents

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the first time that our non-performing assets have been under $3 million since 2007. In summary, the ALL provided a strong 400% coverage of non-performing loans, and 1.16% of total loans, at December 31, 2014, compared to 327% coverage of non-performing loans, and 1.29% of total loans, at December 31, 2013. The Company presently expects that it will have greater positive loan loss provisions in 2015 to support the expected growth of the loan portfolio.

The Company recorded for the 2013 year a negative loan loss provision of $1.1 million compared to a $775,000 negative provision for the 2012 year. There was $325,000 more earnings benefit from negative loan loss provisions in 2013. The 2013 negative provision primarily resulted from the release of reserves due to the fourth quarter pay-off of a large classified loan and a continued reduction in the level of criticized loans and non-performing assets. At December 31, 2013, non-performing assets totaled $4.1 million or 0.52% of total loans which is $3.1 million lower than they were at the end of 2012. Net loan charge-offs for 2013 totaled $1.4 million or 0.18% of average total loans which is comparable with 2012 when net charge-offs totaled $1.3 million or 0.19% of average total loans.

The following schedule sets forth the allocation of the ALL among various loan categories. This allocation is determined by using the consistent quarterly procedural discipline that was previously discussed. The entire ALL is available to absorb future loan losses in any loan category.

AT DECEMBER 31,
		2014								2013								2012								2011								2010
		AMOUNT				PERCENT OF LOANS IN EACH CATEGORY TO TOTAL LOANS				AMOUNT				PERCENT OF LOANS IN EACH CATEGORY TO TOTAL LOANS				AMOUNT				PERCENT OF LOANS IN EACH CATEGORY TO TOTAL LOANS				AMOUNT				PERCENT OF LOANS IN EACH CATEGORY TO TOTAL LOANS				AMOUNT				PERCENT OF LOANS IN EACH CATEGORY TO TOTAL LOANS
(IN THOUSANDS, EXCEPT PERCENTAGES)
Commercial		$	3,262				16.8	%		$	2,844				15.3	%		$	2,596				14.3	%		$	2,365				12.5	%		$	3,851				11.5	%
Commercial loans secured by real estate			3,902				49.6				4,885				52.6				7,796				53.2				9,400				52.8				12,717				54.6
Real estate-mortgage			1,310				31.3				1,260				30.1				1,269				30.2				1,270				32.0				1,117				31.1
Consumer			190				2.3				136				2.0				150				2.3				174				2.7				206				2.8
Allocation to general risk			959				—				979				—				760				—				1,414				—				1,874				—
Total		$	9,623				100.0	%		$	10,104				100.0	%		$	12,571				100.0	%		$	14,623				100.0	%		$	19,765				100.0	%

Even though residential real estate-mortgage loans comprise 31.3% of the Company’s total loan portfolio, only $1.3 million or 13.6% of the total ALL is allocated against this loan category. The residential real estate-mortgage loan allocation is based upon the Company’s three-year historical average of actual loan charge-offs experienced in that category and other qualitative factors. The disproportionately higher allocations for commercial loans and commercial loans secured by real estate reflect the increased credit risk associated with this type of lending, the Company’s historical loss experience in these categories, and other qualitative factors. The large decline in the part of the allowance allocated to commercial loans secured by real estate reflects the continued asset quality improvements in this sector.

Based on the Company’s ALL methodology and the related assessment of the inherent risk factors contained within the Company’s loan portfolio, we believe that the ALL is adequate at December 31, 2014 to cover losses within the Company’s loan portfolio.

NON-INTEREST INCOME... Non-interest income for 2014 totalled $14.3 million, a decrease of $1.4 million, or 9.0%, from 2013. Factors contributing to this lower level of non-interest income in 2014 included:

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Non-interest income for 2013 totalled $15.7 million, an increase of $801,000, or 5.4%, from 2012. Factors contributing to this higher level of non-interest income in 2013 included:

NON-INTEREST EXPENSE... Non-interest expense for 2014 totalled $43.4 million, a $1.1 million, or 2.7%, increase from 2013. Factors contributing to the higher non-interest expense in 2014 included:

Non-interest expense for 2013 totalled $42.2 million, a $1.6 million, or 3.9%, increase from 2012. Factors contributing to the higher non-interest expense in 2013 included:

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INCOME TAX EXPENSE... The Company recorded income tax expense of $1.6 million or an effective tax rate of 34.6% for 2014 compared to income tax expense of $2.3 million or an effective tax rate of 30.6% for 2013. The higher effective tax rate in 2014 was primarily due to the non-deductibility of the goodwill impairment charge for tax purposes. The income tax expense recorded in 2012 was $2.2 million or an effective tax rate of 30.8% which was comparable with 2013. BOLI is the Company’s largest source of tax-free earnings. The Company’s deferred tax asset was $9.6 million at December 31, 2014 and relates primarily to net operating loss carryforwards and the ALL.

SEGMENT RESULTS... Retail banking’s net income contribution was $2.2 million in 2014 compared to $2.8 million in 2013 and $3.2 million in 2012. This decline in earnings in 2014 was due primarily to lower non-interest income resulting from the previously discussed decrease in residential mortgage banking related revenues, lower deposit service charges and reduced revenue from BOLI in 2014. Net interest income was also down modestly in this segment reflecting the ongoing net interest margin pressure from the continued low interest rate environment which causes the funding benefit for deposits provided by this segment to be lower. These negative items were partially offset by reduced non-interest expense due largely to lower personnel costs. The reduced earnings in 2013 was due largely to lower net interest income resulting from the previously discussed net interest margin pressure, modestly lower non-interest income and higher non-interest expense. The decline in non-interest income reflects decreased residential mortgage banking related revenues resulting from the reduced mortgage production in the second half of the year. The increase in non-interest expense was largely due to a $170,000 increase in FDIC deposit insurance expense in 2013.

The commercial banking segment reported net income of $4.2 million in 2014 compared to net income of $5.0 million in 2013 and $4.7 million in 2012. The reduced net income contribution was due to a net unfavorable swing of $1.3 million in the provision for loan losses from a negative provision of $1.0 million in 2013 to a positive provision of $318,000 in 2014. Non-interest expense also increased in this segment due higher salaries and employee benefit costs as we have increased staffing levels within this segment to generate and support the solid commercial loan growth that we have achieved. These negative items were partially offset by higher net interest income as a result of the previously discussed strong growth in commercial and CRE loans over the past year. Continued improvements in asset quality resulted in a negative provision for loan losses in 2013. Overall, there has been $393,000 additional earnings benefit from negative loan loss provisions in this segment in 2013. This segment also benefitted from a $1.2 million increase in net interest income due to growth in commercial loans in 2013. These positive items were partially offset by a $1.2 million increase in non-interest expense due to higher personnel costs, the costs associated with all three new loan production offices being operational for the entire year and a $238,000 increase in the reserve for unfunded commitments due to increased loan approval activity.

The trust segment’s net income contribution was $564,000 in 2014 compared to $1.2 million in 2013 and $945,000 in 2012. The 2014 year was negatively impacted by the previously discussed $669,000 goodwill impairment charge at WCCA due to the loss of certain clients and a reduction in the projected earnings capacity of WCCA. Non-interest revenue for this segment was also negatively impacted by client attrition at WCCA and lower financial services revenue due to fewer production personnel in 2014. However, non-interest expense in this segment (excluding the goodwill impairment charge) was also down due to reduced personnel cost at WCCA which has helped mitigate a significant portion of the revenue decline. The higher net income contribution in 2013 was due to $607,000 more revenue from increased assets under management which reflects both successful new business development efforts and market appreciation of existing assets given the strong equity market performance in 2013. This more than offset higher non-interest expense from increased personnel costs and professional fees. Overall, the fair market value of trust assets under administration totaled $1.784 billion at December 31, 2014, an increase of $115.6 million, or 6.9%, from the December 31, 2013 total of $1.669 billion.

The investment/parent segment reported a net loss of $3.9 million in 2014 which was comparable with the net loss of $3.8 million in 2013 and $3.7 million in 2012. Overall this segment has felt the most earnings pressure from the continued low interest rate environment and declining investment security balances which have been utilized to help fund loan growth. Additionally, all of the interest expense is allocated to this

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segment. The Company did generate investment security gains of $177,000 in 2014 and $204,000 in 2013 from the sale of certain rapidly prepaying mortgage backed securities which had a favorable impact on earnings in this segment.

For greater discussion on the future strategic direction of the Company’s key business segments, see “Management’s Discussion and Analysis — Forward Looking Statements.”

BALANCE SHEET... The Company's total consolidated assets of $1.089 billion at December 31, 2014 grew by $33 million or 3.2% from the $1.056 billion level at December 31, 2013. This asset growth was due primarily to a $43.7 million or 5.6% increase in total loans in 2014. This loan growth reflects the successful results of the Company’s more intensive sales calling efforts with an emphasis on generating commercial loans and owner occupied CRE loans particularly through its loan production offices. This loan increase was partially offset by a $13.2 million decrease in investment securities as the Company utilized this item to help fund the loan growth.

The Company also funded the previously mentioned asset growth with a combination of both increased deposits ($15 million) and FHLB advances ($17 million). The FHLB term advances, with maturities between 3 and 5 years, now total $42 million as the Company has utilized these advances to help manage interest rate risk in a rising rate environment. Other liabilities increased by $2.4 million due to an increase in the Company’s pension liability. Total stockholders’ equity increased by $1.1 million since year-end 2013 mainly due to increased retained earnings as the Company’s net income available to common shareholders more than exceeded funds used for common stock cash dividend payments. The Company continues to be considered well capitalized for regulatory purposes with a risk based capital ratio of 14.80% and an asset leverage ratio of 11.34% at December 31, 2014. The Company’s book value per common share was $4.97, its tangible book value per common share was $4.33 and its tangible common equity to tangible assets ratio was 7.56% at December 31, 2014.

LIQUIDITY... The Company’s liquidity position has been strong during the last several years. Our core retail deposit base has grown over the past three years and has been adequate to fund the Company’s operations. Cash flow from maturities, prepayments and amortization of securities was also used to help fund loan growth over the past two years. We strive to operate our loan to deposit ratio in a range of 85% to 100%. At December 31, 2014, the Company’s loan to deposit ratio was 95.7%. We are optimistic that we can further increase the loan to deposit ratio in 2015 given current commercial loan pipelines, the continued development of our three existing loan production offices, and the opening of a new loan production office in Harrisonburg Virginia in 2015.

Liquidity can also be analyzed by utilizing the Consolidated Statement of Cash Flows. Cash and cash equivalents increased by $2.8 million from December 31, 2013, to December 31, 2014, due to $28.7 million of cash provided by financing activities and $5.0 of cash provided by operating activities. This was partially offset by $30.9 million of cash used in investing activities. Within investing activities, cash advanced for new loan fundings and purchases totalled $182.7 million and was $41.4 million higher than the $141.3 million of cash received from loan principal payments and sales. Within financing activities, deposits increased by $15.4 million, which was used to help fund the overall loan growth experienced in 2014. Total FHLB borrowings increased as advances, both short-term and long term, exceeded pay downs by $14 million and was also utilized to fund earning asset growth.

The holding company had a total of $17.6 million of cash, short-term investments, and investment securities at December 31, 2014. Additionally, dividend payments from our subsidiaries can also provide ongoing cash to the holding company. At December 31, 2014, our subsidiary Bank had $514,000 of cash available for immediate dividends to the holding company under applicable regulatory formulas. As such, the holding company has strong liquidity to meet its trust preferred debt service requirements, its SBLF preferred stock dividends, and its common stock dividends, which in total should approximate $2 million over the next twelve months.

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

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short-term investment securities, time deposits with banks, federal funds sold, and short-term investments in money market funds. These assets totaled $33 million and $30 million at December 31, 2014 and 2013, 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 assets secured by one- to four-family residential real estate. At December 31, 2014, the Company had $347 million of overnight borrowing availability at the FHLB, $40 million of short-term borrowing availability at the Federal Reserve Bank and $39 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 Company meaningfully exceeds all regulatory capital ratios for each of the periods presented and is considered well capitalized. The asset leverage ratio was 11.34% and the risk based capital ratio was 14.80% at December 31, 2014. We anticipate that we will maintain our strong capital ratios throughout 2015. Capital generated from earnings will be utilized to pay the SBLF preferred dividend, common stock cash dividend and will also support anticipated balance sheet growth. Our common dividend payout ratio for the full year 2014 was 26.7%. Even after satisfying these obligations, we believe that we will still be able to build the holding company’s cash position in 2015 which currently stands at $17.6 million. We are presently planning to utilize a meaningful part of this cash to redeem a portion of the SBLF preferred stock in the first quarter of 2016 when the interest rate is scheduled to increase from 1% to 9%.

On July 2, 2013, the Federal Reserve approved final rules that substantially amend the regulatory risk-based capital rules applicable to the Company and the Bank. The final rules implement the “Basel III” regulatory capital reforms, as well as certain changes required by the Dodd-Frank Act. The July 2013 final rules generally implement higher minimum capital requirements, add a new common equity tier 1 capital requirement, and establish criteria that instruments must meet to be considered common equity tier 1 capital, additional tier 1 capital or tier 2 capital. The new minimum capital to risk-adjusted assets requirements are a common equity tier 1 capital ratio of 4.5% (6.5% to be considered “well capitalized”) and a tier 1 capital ratio of 6.0%, increased from 4.0% (and increased from 6.0% to 8.0% to be considered “well capitalized”); the total capital ratio remains at 8.0% under the new rules (10.0% to be considered “well capitalized”). Under the new rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity tier 1 capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets. The new minimum capital requirements are effective for the Company and the Bank on January 1, 2015. The capital contribution buffer requirements phase in over a three-year period beginning January 1, 2016.

The July 2013 final rules include three significant changes from the proposals initially made by federal banking regulators in September 2012: (i) the final rules do not change the current risk weighting for residential mortgage exposures; (ii) the final rules permit institutions, other than certain large institutions, to elect to continue to treat certain components of accumulated other comprehensive income as permitted under the current general risk-based capital rules, and not reflect unrealized gains and losses on available-for-sale securities in common equity tier 1 calculations; and (iii) the final rules permit institutions with less than $15.0 billion in assets to grandfather certain non-qualifying capital instruments (including trust preferred securities) issued prior to May 19, 2009 into tier 1 capital.

The Company is continuing to review the impact of these new rules and currently expects that its capital position will be more than adequate to meet the revised regulatory capital requirements.

INTEREST RATE SENSITIVITY... Asset/liability management involves managing the risks associated with changing interest rates and the resulting impact on the Company’s net interest income, net income and capital. The management and measurement of interest rate risk at the Company is performed by using the following tools: 1) simulation modeling, which analyzes the impact of interest rate changes on net interest

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income, net income and capital levels over specific future time periods. The simulation modeling forecasts earnings under a variety of scenarios that incorporate changes in the absolute level of interest rates, the shape of the yield curve, prepayments and changes in the volumes and rates of various loan and deposit categories. The simulation modeling incorporates assumptions about reinvestment and the repricing characteristics of certain assets and liabilities without stated contractual maturities; 2) market value of portfolio equity sensitivity analysis, and 3) static GAP analysis, which analyzes the extent to which interest rate sensitive assets and interest rate sensitive liabilities are matched at specific points in time. The overall interest rate risk position and strategies are reviewed by senior management and the Company’s Board on an ongoing basis.

The following table presents a summary of the Company’s static GAP positions at December 31, 2014:

INTEREST SENSITIVITY PERIOD		3 MONTHS OR LESS				OVER 3 MONTHS THROUGH 6 MONTHS				OVER 6 MONTHS THROUGH 1 YEAR				OVER 1 YEAR				TOTAL
		(IN THOUSANDS, EXCEPT RATIOS AND PERCENTAGES)
RATE SENSITIVE ASSETS:
Loans and loans held for sale		$	226,727			$	56,024			$	90,390			$	458,990			$	832,131
Investment securities			25,969				7,658				15,389				97,934				146,950
Short-term assets			9,092				—				—				—				9,092
Regulatory stock			4,048				—				—				2,125				6,173
Bank owned life insurance			—				—				37,417				—				37,417
Total rate sensitive assets		$	265,836			$	63,682			$	143,196			$	559,049			$	1,031,763
RATE SENSITIVE LIABILITIES:
Deposits:
Non-interest bearing deposits		$	—			$	—			$	—			$	167,551			$	167,551
NOW			—				—				—				89,676				89,676
Money market			179,827				—				—				41,551				221,378
Other savings			22,504				—				—				67,516				90,020
Certificates of deposit of $100,000 or more			4,483				23,171				13,927				8,948				50,529
Other time deposits			68,273				31,312				30,505				120,637				250,727
Total deposits			275,087				54,483				44,432				495,879				869,881
Borrowings			38,880				—				4,000				51,085				93,965
Total rate sensitive liabilities		$	313,967			$	54,483			$	48,432			$	546,964			$	963,846
INTEREST SENSITIVITY GAP:
Interval			(48,131	)			9,199				94,764				12,085				—
Cumulative		$	(48,131	)		$	(38,932	)		$	55,832			$	67,917			$	67,917
Period GAP ratio			0.85X				1.17X				2.96X				1.02X
Cumulative GAP ratio			0.85				0.89				1.13				1.07
Ratio of cumulative GAP to total assets			(4.42	)%			(3.57	)%			5.13	%			6.24	%

When December 31, 2014 is compared to December 31, 2013, the Company’s cumulative GAP ratio through one year indicates that the Company’s balance sheet is still asset sensitive with some improvement noted between years. We continue to see loan customer preference for fixed rate loans given the overall low level of interest rates. Also, we have extended some term advances with the FHLB to help manage our interest rate risk position. Overall, the absolute low level of short interest rates makes this table more difficult to analyze since there is little room for certain deposit liabilities to reprice downward further.

Management places primary emphasis on simulation modeling to manage and measure interest rate risk. The Company’s asset/liability management policy seeks to limit net interest income variability over the first twelve months of the forecast period to +/-7.5%, which include interest rate movements of 200 basis points. Additionally, the Company also uses market value sensitivity measures to further evaluate the balance sheet

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exposure to changes in interest rates. The Company monitors the trends in market value of portfolio equity sensitivity analysis on a quarterly basis.

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.

INTEREST RATE SCENARIO		VARIABILITY OF NET INTEREST INCOME				CHANGE IN MARKET VALUE OF PORTFOLIO EQUITY
200 bp increase			0.8	%			9.2	%
100 bp increase			0.6				6.3
100 bp decrease			(3.8	)			(14.4	)

The Company believes that its overall interest rate risk position is well controlled. The variability of net interest income is modestly positive in the upward rate shocks due to the Company’s short duration investment securities portfolio and scheduled repricing of loans tied to LIBOR or prime. Also, the Company expects that it will not have to reprice its core deposit accounts up as quickly when interest rates rise. 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 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.

Within the investment portfolio at December 31, 2014, 86% of the portfolio is classified as available for sale and 14% as held to maturity. The available for sale classification provides management with greater flexibility to manage the securities portfolio to better achieve overall balance sheet rate sensitivity goals and provide liquidity if needed. The mark to market of the available for sale securities does inject more volatility in the book value of equity, but has no impact on regulatory capital. There are 38 securities that are temporarily impaired at December 31, 2014. The Company reviews its securities quarterly and has asserted that at December 31, 2014, the impaired value of securities represents temporary declines due to movements in interest rates and the Company does have the ability and intent to hold those securities to maturity or to allow a market recovery. Furthermore, it is the Company’s intent to manage its long-term interest rate risk by continuing to sell newly originated fixed-rate 30-year mortgage loans into the secondary market (excluding construction and any jumbo loans). The Company also sells 15-year fixed-rate mortgage loans into the secondary market as well, depending on market conditions. For the year 2014, 59% of all residential mortgage loan production was sold into the secondary market.

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The amount of loans outstanding by category as of December 31, 2014, which are due in (i) one year or less, (ii) more than one year through five years, and (iii) over five years, are shown in the following table. Loan balances are also categorized according to their sensitivity to changes in interest rates.

		ONE YEAR OR LESS				MORE THAN ONE YEAR THROUGH FIVE YEARS				OVER FIVE YEARS				TOTAL LOANS
		(IN THOUSANDS, EXCEPT RATIOS)
Commercial		$	41,663			$	42,388			$	55,075			$	139,126
Commercial loans secured by real estate			46,254				145,941				218,134				410,329
Real estate-mortgage			46,570				85,850				131,247				263,667
Consumer			6,272				8,654				4,083				19,009
Total		$	140,759			$	282,833			$	408,539			$	832,131
Loans with fixed-rate		$	82,788			$	149,392			$	227,768			$	459,948
Loans with floating-rate			57,971				133,441				180,771				372,183
Total		$	140,759			$	282,833			$	408,539			$	832,131
Percent composition of maturity			16.9	%			34.0	%			49.1	%			100.0	%
Fixed-rate loans as a percentage of total loans															55.3	%
Floating-rate loans as a percentage of total loans															44.7	%