Edgar Filing: AMERISERV FINANCIAL INC /PA/

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Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the period ended September 30, 2012

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

For the transaction period from to

Commission File Number 0-11204

AmeriServ Financial, Inc.

(Exact name of registrant as specified in its charter)


Pennsylvania		25-1424278
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Main & Franklin Streets, P.O. Box 430, Johnstown, PA		15907-0430
(Address of principal executive offices)		(Zip Code)

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

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. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

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 “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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


Class		Outstanding at November 1, 2012
Common Stock, par value $0.01		19,255,221

AmeriServ Financial, Inc.

INDEX


		Page No.

Item 1. Financial Statements
Consolidated Balance Sheets (Unaudited) - September 30, 2012 and December 31, 2011		3
Consolidated Statements of Operations (Unaudited) - Three and Nine months ended September 30, 2012 and 2011		4
Consolidated Statements of Comprehensive Income (Unaudited) - Three and Nine months ended September 30, 2012 and 2011		5
Consolidated Statements of Cash Flows (Unaudited) - Nine months ended September 30, 2012 and 2011		6
Notes to Unaudited Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		30
Item 3. Quantitative and Qualitative Disclosure About Market Risk		48
Item 4. Controls and Procedures		48
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		49
Item 1A. Risk Factors		49
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		49
Item 3. Defaults Upon Senior Securities		49
Item 4. Mine Safety Disclosures		49
Item 5. Other Information		49
Item 6. Exhibits		50

Item 1. Financial Statements

AmeriServ Financial, Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)


	September 30, 2012			December 31, 2011
ASSETS
Cash and due from depository institutions	$	19,462		$	26,938
Interest bearing deposits		10,355			1,716
Short-term investments in money market funds		3,855			6,129

Total cash and cash equivalents		33,672			34,783
Investment securities:
Available for sale		167,109			182,923
Held to maturity (fair value $14,868 on September 30, 2012 and $12,914 on December 31, 2011)		14,210			12,280
Loans held for sale		6,641			7,110
Loans		700,625			664,189
Less: Unearned income		642			452
Allowance for loan losses		12,829			14,623

Net loans		687,154			649,114
Premises and equipment, net		11,187			10,674
Accrued interest income receivable		3,403			3,216
Goodwill		12,613			12,613
Bank owned life insurance		35,996			35,351
Net deferred tax asset		10,592			12,681
Federal Home Loan Bank stock		4,808			5,891
Federal Reserve Bank stock		2,125			2,125
Prepaid federal deposit insurance		1,524			1,814
Other assets		11,247			8,501

TOTAL ASSETS	$	1,002,281		$	979,076

LIABILITIES
Non-interest bearing deposits	$	157,441		$	141,982
Interest bearing deposits		692,684			674,438

Total deposits		850,125			816,420

Short-term borrowings		—			15,765
Advances from Federal Home Loan Bank		12,000			6,000
Guaranteed junior subordinated deferrable interest debentures		13,085			13,085

Total borrowed funds		25,085			34,850

Other liabilities		14,760			15,454

TOTAL LIABILITIES		889,970			866,724

SHAREHOLDERS’ EQUITY
Preferred stock, no par value; $1,000 per share liquidation preference; 2,000,000 shares authorized; 21,000 shares issued and outstanding on September 30, 2012 and December 31, 2011		21,000			21,000
Common stock, par value $0.01 per share; 30,000,000 shares authorized; 26,398,540 shares issued and 19,255,221 outstanding on September 30, 2012; 26,397,040 shares issued and 20,921,021 outstanding on December 31, 2011		264			264
Treasury stock at cost, 7,143,319 shares on September 30, 2012 and 5,476,019 shares on December 31, 2011		(73,388	)		(69,241	)
Capital surplus		145,091			145,061
Retained earnings		22,457			18,928
Accumulated other comprehensive loss, net		(3,113	)		(3,660	)

TOTAL SHAREHOLDERS’ EQUITY		112,311			112,352

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,002,281		$	979,076

See accompanying notes to unaudited consolidated financial statements.

AmeriServ Financial, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


	Three months ended						Nine months ended
	September 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011
INTEREST INCOME
Interest and fees on loans	$	8,807		$	8,888		$	26,088		$	26,775
Interest bearing deposits		2			4			8			4
Short-term investments in money market funds		4			2			14			7
Federal funds sold		—			—			—			7
Investment securities:
Available for sale		1,108			1,499			3,597			4,527
Held to maturity		109			99			332			298

Total Interest Income		10,030			10,492			30,039			31,618

INTEREST EXPENSE
Deposits		1,587			2,038			5,017			6,438
Short-term borrowings		2			1			6			3
Advances from Federal Home Loan Bank		19			55			55			167
Guaranteed junior subordinated deferrable interest debentures		280			280			840			840

Total Interest Expense		1,888			2,374			5,918			7,448

NET INTEREST INCOME		8,142			8,118			24,121			24,170
Provision (credit) for loan losses		(200	)		(550	)		(1,325	)		(2,325	)

NET INTEREST INCOME AFTER PROVISION (CREDIT) FOR LOAN LOSSES		8,342			8,668			25,446			26,495

NON-INTEREST INCOME
Trust fees		1,533			1,570			4,858			4,743
Investment advisory fees		182			172			552			568
Net realized gains (losses) on investment securities		—			—			12			(358	)
Net gains on sale of loans		262			186			789			603
Service charges on deposit accounts		567			640			1,619			1,661
Bank owned life insurance		217			227			644			661
Other income		888			729			2,582			2,205

Total Non-Interest Income		3,649			3,524			11,056			10,083

NON-INTEREST EXPENSE
Salaries and employee benefits		6,132			5,702			18,094			16,776
Net occupancy expense		698			680			2,129			2,179
Equipment expense		395			435			1,319			1,275
Professional fees		977			983			2,837			2,874
Supplies, postage and freight		191			203			624			662
Miscellaneous taxes and insurance		363			344			1,073			1,024
Federal deposit insurance expense		104			262			347			1,184
Other expense		1,227			1,273			3,845			3,704

Total Non-Interest Expense		10,087			9,882			30,268			29,678

PRETAX INCOME		1,904			2,310			6,234			6,900
Provision for income tax expense		597			744			1,930			2,133

NET INCOME		1,307			1,566			4,304			4,767
Preferred stock dividends and accretion of preferred stock discount		251			539			776			1,119

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$	1,056		$	1,027		$	3,528		$	3,648

PER COMMON SHARE DATA:
Basic:
Net income	$	0.05		$	0.05		$	0.18		$	0.17
Average number of shares outstanding		19,275			21,208			19,844			21,208
Diluted:
Net income	$	0.05		$	0.05		$	0.18		$	0.17
Average number of shares outstanding		19,351			21,227			19,904			21,231
Cash dividends declared	$	0.00		$	0.00		$	0.00		$	0.00

See accompanying notes to unaudited consolidated financial statements.

AmeriServ Financial, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
COMPREHENSIVE INCOME
Net income	$	1,307		$	1,566		$	4,304		$	4,767

Other comprehensive income, before tax:
Pension obligation change for defined benefit plan		253			201			117			707
Income tax effect		(85	)		(69	)		(40	)		(240	)
Unrealized holding gains on available for sale securities arising during period		518			1,995			724			3,656
Income tax effect		(176	)		(679	)		(246	)		(1,245	)
Reclassification adjustment for losses (gains) on available for sale securities included in net income		—			—			(12	)		358
Income tax effect		—			—			4			(123	)

Other comprehensive income		510			1,448			547			3,113

Comprehensive income	$	1,817		$	3,014		$	4,851		$	7,880

See accompanying notes to unaudited consolidated financial statements.

AmeriServ Financial, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine months ended
	September 30, 2012			September 30, 2011
OPERATING ACTIVITIES
Net income	$	4,304		$	4,767
Adjustments to reconcile net income to net cash provided by operating activities:
Provision (credit) for loan losses		(1,325	)		(2,325	)
Depreciation expense		1,116			1,098
Net amortization of investment securities		847			463
Net realized (gains) losses on investment securities available for sale		(12	)		358
Net gains on sale of loans		(789	)		(603	)
Amortization of deferred loan fees		(134	)		(182	)
Origination of mortgage loans held for sale		(58,359	)		(39,021	)
Sales of mortgage loans held for sale		59,617			42,866
Decrease (increase) in accrued interest income receivable		(187	)		34
Decrease in accrued interest expense payable		(388	)		(928	)
Earnings on bank owned life insurance		(644	)		(661	)
Deferred income taxes		1,843			3,668
Stock based compensation expense		30			14
Decrease in prepaid Federal Deposit Insurance		290			1,120
Net (increase) decrease in other assets		(2,054	)		2,893
Net decrease in other liabilities		(202	)		(3,265	)

Net cash provided by operating activities		3,953			10,296

INVESTING ACTIVITIES
Purchases of investment securities - available for sale		(32,199	)		(73,542	)
Purchases of investment securities - held to maturity		(4,578	)		(3,991	)
Proceeds from sales of investment securities – available for sale		4,221			16,518
Proceeds from maturities of investment securities – available for sale		43,694			39,745
Proceeds from maturities of investment securities – held to maturity		2,635			1,313
Proceeds from redemption of regulatory stock		1,083			1,031
Long-term loans originated		(148,238	)		(98,583	)
Principal collected on long-term loans		116,812			113,424
Loans purchased or participated		(14,492	)		(8,500	)
Loans sold or participated		8,500			—
Sale of other real estate owned		110			797
Purchases of premises and equipment		(1,629	)		(1,081	)

Net cash used in investing activities		(24,081	)		(12,869	)

FINANCING ACTIVITIES
Net increase in deposit balances		33,705			24,803
Net decrease in other short-term borrowings		(15,765	)		(4,550	)
Principal borrowings on advances from Federal Home Loan Bank		17,000			—
Principal repayments on advances from Federal Home Loan Bank		(11,000	)		(43	)
Purchases of treasury stock		(4,147	)		—
Preferred stock dividends		(776	)		(788	)

Net cash provided by financing activities		19,017			19,422

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(1,111	)		16,849
CASH AND CASH EQUIVALENTS AT JANUARY 1		34,783			19,337

CASH AND CASH EQUIVALENTS AT SEPTEMBER 30	$	33,672		$	36,186

See accompanying notes to unaudited consolidated financial statements.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.	Principles of Consolidation

The accompanying consolidated financial statements include the accounts of AmeriServ Financial, Inc. (the Company) and its wholly-owned subsidiaries, AmeriServ Financial Bank (the Bank), AmeriServ Trust and Financial Services Company (the Trust Company), and AmeriServ Life Insurance Company (AmeriServ Life). The Bank is a Pennsylvania state-chartered full service Bank with 18 locations in Pennsylvania. The Trust Company offers a complete range of trust and financial services and administers assets valued at $1.5 billion that are not recognized on the Company’s balance sheet at September 30, 2012. AmeriServ Life is a captive insurance company that engages in underwriting as a reinsurer of credit life and disability insurance.

In addition, the Parent Company is an administrative group that provides support in such areas as audit, finance, investments, loan review, general services, and marketing. Significant intercompany accounts and transactions have been eliminated in preparing the consolidated financial statements.

2.	Basis of Preparation

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

For further information, refer to the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

3.	Accounting Policies

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendments in this Update result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs. Consequently, the amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments in this Update are to be applied prospectively. For public entities, the amendments were effective during interim and annual periods beginning after December 15, 2011. Early application by public entities was not permitted. Additional disclosures have been provided in Note 16.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. The amendments in this Update improve the comparability, clarity, consistency, and transparency of financial reporting and increase the prominence of items reported in other comprehensive income. To increase the prominence of items reported in other comprehensive income and to facilitate convergence of U.S. GAAP and IFRS, the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The amendments require that all non-owner changes in stockholders’ equity be presented either in a

single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. All entities that report items of comprehensive income, in any period presented, will be affected by the changes in this Update. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The amendments in this Update should be applied retrospectively. The Company has elected to provide the separate statement disclosure.

In September 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other Topics (Topic 350), Testing Goodwill for Impairment. The objective of this Update is to simplify how entities, both public and nonpublic, test goodwill for impairment. The amendments in the Update permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. The amendments in this Update apply to all entities, both public and nonpublic, that have goodwill reported in their financial statements and are effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011. This ASU did not have a significant impact on the Company’s financial statements.

In December 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. In order to defer only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments, the paragraphs in this Update supersede certain pending paragraphs in Update 2011-05. Entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before Update 2011-05. All other requirements in Update 2011-05 are not affected by this Update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. This ASU did not have a significant impact on the Company’s financial statements.

4.	Earnings Per Common Share

Basic earnings per share include only the weighted average common shares outstanding. Diluted earnings per share include the weighted average common shares outstanding and any potentially dilutive common stock equivalent shares in the calculation. Treasury shares are treated as retired for earnings per share purposes. Options and warrants to purchase 182,351 common shares, at exercise prices ranging from $2.75 to $5.75, and 1,478,417 common shares, at exercise prices ranging from $2.20 to $6.10, were outstanding as of September 30, 2012 and 2011, respectively, but were not included in the computation of diluted earnings per common share because to do so would be antidilutive. Dividends and accretion of discount on preferred shares are deducted from net income in the calculation of earnings per common share.


	Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
	(In thousands, except per share data)
Numerator:
Net income	$	1,307	$	1,566	$	4,304	$	4,767
Preferred stock dividends and accretion of preferred stock discount		251		539		776		1,119

Net income available to common shareholders	$	1,056	$	1,027	$	3,528	$	3,648

Denominator:
Weighted average common shares outstanding (basic)		19,275		21,208		19,844		21,208
Effect of stock options/warrants		76		19		60		23

Weighted average common shares outstanding (diluted)		19,351		21,227		19,904		21,231

Earnings per common share:
Basic	$	0.05	$	0.05	$	0.18	$	0.17
Diluted		0.05		0.05		0.18		0.17

5.	Consolidated Statement of Cash Flows

On a consolidated basis, cash and cash equivalents include cash and due from depository institutions, interest-bearing deposits, federal funds sold and short-term investments in money market funds. The Company made $122,000 in income tax payments in the first nine months of 2012 as compared to $69,000 for the first nine months of 2011. The Company made total interest payments of $6,306,000 in the first nine months of 2012 compared to $8,376,000 in the same 2011 period. The Company had non-cash transfers to other real estate owned (OREO) in the amounts of $836,000 and $58,000 in the first nine months of 2012 and 2011, respectively.

6.	Investment Securities

The cost basis and fair values of investment securities are summarized as follows (in thousands):

Investment securities available for sale (AFS):


	September 30, 2012
			Gross		Gross
	Cost		Unrealized		Unrealized			Fair
	Basis		Gains		Losses			Value
US Agency	$	6,848	$	80	$	—		$	6,928
US Agency mortgage- backed securities		145,796		7,460		(8	)		153,248
Corporate bonds		6,991		12		(70	)		6,933

Total	$	159,635	$	7,552	$	(78	)	$	167,109

Investment securities held to maturity (HTM):


	September 30, 2012
			Gross		Gross
	Cost		Unrealized		Unrealized			Fair
	Basis		Gains		Losses			Value

US Agency mortgage- backed securities	$	10,215	$	738	$	—		$	10,953
Corporate bonds and other securities		3,995		—		(80	)		3,915

Total	$	14,210	$	738	$	(80	)	$	14,868

Investment securities available for sale (AFS):


	December 31, 2011
	Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
US Agency	$	10,689	$	48	$	(28	)	$	10,709
US Agency mortgage- backed securities		165,484		6,737		(7	)		172,214

Total	$	176,173	$	6,785	$	(35	)	$	182,923

Investment securities held to maturity (HTM):


	December 31, 2011
	Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
US Agency mortgage- backed securities	$	9,280	$	643	$	—		$	9,923
Other securities		3,000		—		(9	)		2,991

Total	$	12,280	$	643	$	(9	)	$	12,914

Maintaining investment quality is a primary objective of the Company’s investment policy which, subject to certain limited exceptions, prohibits the purchase of any investment security below a Moody’s Investor’s Service or Standard & Poor’s rating of “A.” At September 30, 2012, 93.7% of the portfolio was rated “AAA” as compared to 98.4% at December 31, 2011. 1.2% of the portfolio was either rated below “A” or unrated at September 30, 2012. The Company has no exposure to subprime mortgage loans in the investment portfolio. At September 30, 2012, the Company’s consolidated investment securities portfolio had a modified duration of approximately 1.46 years. There were no sales of AFS securities in the third quarter of 2012. Total proceeds from the sale of AFS securities were $4.2 million for the first nine months of 2012. The Company had no gross investment security gains or gross investment security losses in the third quarter and $59,000 of gross investment security gains and $47,000 of gross investment security losses in the first nine months of 2012 compared to no gross investment security gains or losses in the third quarter of 2011 and $358,000 of gross investment security losses for the first nine months of 2011.

The book value of securities, both available for sale and held to maturity, pledged to secure public and trust deposits, and certain Federal Home Loan Bank borrowings was $89,663,000 at September 30, 2012 and $83,235,000 at December 31, 2011.

The following tables present information concerning investments with unrealized losses as of September 30, 2012 and December 31, 2011 (in thousands):

Investment securities available for sale:


	September 30, 2012
	Less than 12 months					12 months or longer					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
US Agency mortgage- backed securities	$	1,024	$	(4	)	$	400	$	(4	)	$	1,424	$	(8	)
Corporate bonds		5,929		(70	)		—		—			5,929		(70	)

Total	$	6,953	$	(74	)	$	400	$	(4	)	$	7,353	$	(78	)

Investment securities held to maturity:


	September 30, 2012
	Less than 12 months					12 months or longer					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Corporate bonds and other securities	$	1,942	$	(54	)	$	1,973	$	(26	)	$	3,915	$	(80	)

Total	$	1,942	$	(54	)	$	1,973	$	(26	)	$	3,915	$	(80	)

Investment securities available for sale:


	December 31, 2011
	Less than 12 months					12 months or longer				Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
US Agency	$	3,161	$	(28	)	$	—	$	—	$	3,161	$	(28	)
US Agency mortgage- backed securities		613		(7	)		—		—		613		(7	)

Total	$	3,774	$	(35	)	$	—	$	—	$	3,774	$	(35	)

Investment securities held to maturity:


	December 31, 2011
	Less than 12 months					12 months or longer				Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Other securities	$	1,991	$	(9	)	$	—	$	—	$	1,991	$	(9	)

Total	$	1,991	$	(9	)	$	—	$	—	$	1,991	$	(9	)

The unrealized losses are primarily a result of increases in market yields from the time of purchase. In general, as market yields rise, the value of securities will decrease; as market yields fall, the fair value of securities will increase. There are 11 positions that are considered temporarily impaired at September 30, 2012. Management generally views changes in fair value caused by changes in interest rates as temporary; therefore, these securities have not been classified as other-than-temporarily impaired. Management has also concluded that based on current information we expect to continue to receive scheduled interest payments as well as the entire principal balance. Furthermore, management does not intend to sell these securities and does not believe it will be required to sell these securities before they recover in value.

Contractual maturities of securities at September 30, 2012, are shown below (in thousands). Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without prepayment penalties.

Investment securities available for sale:


	September 30, 2012
Cost Basis	US Agency		US Agency Mortgage- Backed Securities		Corporate Bonds		Total Investment Securities Available For Sale
After 1 year but within 5 years	$	6,848	$	—	$	6,991	$	13,839
After 5 years but within 10 years		—		15,661		—		15,661
After 10 years but within15 years		—		65,666		—		65,666
Over 15 years		—		64,469		—		64,469

Total	$	6,848	$	145,796	$	6,991	$	159,635


	September 30, 2012
Fair Value	US Agency		US Agency Mortgage- Backed Securities		Corporate Bonds		Total Investment Securities Available For Sale
After 1 year but within 5 years	$	6,928	$	—	$	6,933	$	13,861
After 5 years but within 10 years		—		16,562		—		16,562
After 10 years but within15 years		—		69,047		—		69,047
Over 15 years		—		67,639		—		67,639

Total	$	6,928	$	153,248	$	6,933	$	167,109

Investment securities held to maturity:


	September 30, 2012
Cost Basis	US Agency Mortgage- Backed Securities		Corporate Bonds and Other Securities		Total Investment Securities Held To Maturity
Within 1 year	$	—	$	2,000	$	2,000
After 1 year but within 5 years		—		1,000		1,000
Over 15 years		10,215		995		11,210

Total	$	10,215	$	3,995	$	14,210


	September 30, 2012
Fair Value	US Agency Mortgage- Backed Securities		Corporate Bonds and Other Securities		Total Investment Securities Held To Maturity
Within 1 year	$	—	$	1,974	$	1,974
After 1 year but within 5 years		—		961		961
Over 15 years		10,953		980		11,933

Total	$	10,953	$	3,915	$	14,868

Loans

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


	September 30, 2012		December 31, 2011
Commercial	$	107,982	$	83,124
Commercial loans secured by real estate		359,275		349,778
Real estate – mortgage		215,869		212,663
Consumer		16,857		18,172

Loans, net of unearned income	$	699,983	$	663,737

Loan balances at September 30, 2012 and December 31, 2011 are net of unearned income of $642,000 and $452,000, respectively. Real estate-construction loans comprised 2.4%, and 1.9% of total loans, net of unearned income, at September 30, 2012 and December 31, 2011, respectively. The Company has no exposure to subprime mortgage loans in the loan portfolio.

8.	Allowance for Loan Losses

The following tables summarize the rollforward of the allowance for loan losses by portfolio segment for the three month periods ending September 30, 2012 and 2011 (in thousands).


	Balance at June 30, 2012		Charge- Offs			Recoveries		Provision (Credit)			Balance at September 30, 2012
Commercial	$	2,352	$	(246	)	$	14	$	277		$	2,397
Commercial loans secured by real estate		8,378		—			8		(515	)		7,871
Real estate- mortgage		1,206		(51	)		9		57			1,221
Consumer		155		(36	)		14		17			150
Allocation for general risk		1,226		—			—		(36	)		1,190

Total	$	13,317	$	(333	)	$	45	$	(200	)	$	12,829


	Balance at June 30, 2011		Charge- Offs			Recoveries		Provision (Credit)			Balance at September 30, 2011
Commercial	$	4,554	$	—		$	292	$	(386	)	$	4,460
Commercial loans secured by real estate		9,227		(646	)		10		(99	)		8,492
Real estate- mortgage		1,294		(5	)		17		31			1,337
Consumer		193		(42	)		35		10			196
Allocation for general risk		1,690		—			—		(106	)		1,584

Total	$	16,958	$	(693	)	$	354	$	(550	)	$	16,069

The following tables summarize the rollforward of the allowance for loan losses by portfolio segment for the nine month periods ending September 30, 2012 and 2011(in thousands).


	Balance at December 31, 2011		Charge- Offs			Recoveries		Provision (Credit)			Balance at September 30, 2012
Commercial	$	2,365	$	(345	)	$	126	$	251		$	2,397
Commercial loans secured by real estate		9,400		(172	)		208		(1,565	)		7,871
Real estate- mortgage		1,270		(190	)		38		103			1,221
Consumer		174		(170	)		36		110			150
Allocation for general risk		1,414		—			—		(224	)		1,190

Total	$	14,623	$	(877	)	$	408	$	(1,325	)	$	12,829


	Balance at December 31, 2010		Charge- Offs			Recoveries		Provision (Credit)			Balance at September 30, 2011
Commercial	$	3,851	$	(942	)	$	816	$	735		$	4,460
Commercial loans secured by real estate		12,717		(1,284	)		76		(3,017	)		8,492
Real estate- mortgage		1,117		(45	)		43		222			1,337
Consumer		206		(152	)		117		25			196
Allocation for general risk		1,874		—			—		(290	)		1,584

Total	$	19,765	$	(2,423	)	$	1,052	$	(2,325	)	$	16,069

The credit provision for loan losses reflects the Company’s sustained asset quality improvements. The provision also benefited from lower historical loss factors and a decrease in certain qualitative factors to recognize the Company’s improved asset quality.

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


	At September 30, 2012
	Commercial		Commercial Loans Secured by Real Estate		Real Estate- Mortgage		Consumer		Total
Individually evaluated for impairment	$	—	$	3,576	$	—	$	—	$	3,576
Collectively evaluated for impairment		107,982		355,699		215,869		16,857		696,407

Total loans	$	107,982	$	359,275	$	215,869	$	16,857	$	699,983


	At September 30, 2012
	Commercial		Commercial Loans Secured by Real Estate		Real Estate- Mortgage		Consumer		Allocation for General Risk		Total
Specific reserve allocation	$	—	$	987	$	—	$	—	$	—	$	987
General reserve allocation		2,397		6,884		1,221		150		1,190		11,842

Total allowance for loan losses	$	2,397	$	7,871	$	1,221	$	150	$	1,190	$	12,829


	At December 31, 2011
	Commercial		Commercial Loans Secured by Real Estate		Real Estate- Mortgage		Consumer		Total
Individually evaluated for impairment	$	—	$	3,870	$	—	$	—	$	3,870
Collectively evaluated for impairment		83,124		345,908		212,663		18,172		659,867

Total loans	$	83,124	$	349,778	$	212,663	$	18,172	$	663,737


	At December 31, 2011
	Commercial		Commercial Loans Secured by Real Estate		Real Estate- Mortgage		Consumer		Allocation for General Risk		Total
Specific reserve allocation	$	—	$	968	$	—	$	—	$	—	$	968
General reserve allocation		2,365		8,432		1,270		174		1,414		13,655

Total allowance for loan losses	$	2,365	$	9,400	$	1,270	$	174	$	1,414	$	14,623

The segments of the Company’s loan portfolio are disaggregated to a level that allows management to monitor risk and performance. The loan categories used are consistent with the internal reports evaluated by the Company’s management and Board of Directors to monitor risk and performance within various segments of its loan portfolio. The overall risk profile for the commercial loan segment is driven by non-owner occupied CRE loans, which include loans secured by non-owner occupied nonfarm nonresidential properties, as the majority of the commercial portfolio is centered in these types of accounts. The residential mortgage loan segment is comprised of first lien amortizing residential mortgage loans and home equity loans. The consumer loan segment consists primarily of installment loans and overdraft lines of credit connected with customer deposit accounts.

Management evaluates for possible impairment any individual loan in the commercial segment with a loan balance in excess of $100,000 that is in nonaccrual status or classified as a Troubled Debt Restructure (TDR). Loans are considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in evaluating impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. The Company does not separately evaluate individual consumer and residential mortgage loans for impairment, unless such loans are part of a larger relationship that is impaired, or are classified as a TDR.

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

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

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

•

the passage of time;

•

the volatility of the local market;

•

the availability of financing;

•

natural disasters;

•

the inventory of competing properties;

•

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

•

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

•

environmental contamination.

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

The following tables present impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary (in thousands).


	September 30, 2012
	Impaired Loans with Specific Allowance				Impaired Loans with no Specific Allowance		Total Impaired Loans
	Recorded Investment		Related Allowance		Recorded Investment		Recorded Investment		Unpaid Principal Balance
Commercial loans secured by real estate	$	3,076	$	987	$	500	$	3,576	$	3,764

Total impaired loans	$	3,076	$	987	$	500	$	3,576	$	3,764


	December 31, 2011
	Impaired Loans with Specific Allowance				Impaired Loans with no Specific Allowance		Total Impaired Loans
	Recorded Investment		Related Allowance		Recorded Investment		Recorded Investment		Unpaid Principal Balance
Commercial loans secured by real estate	$	2,836	$	968	$	1,034	$	3,870	$	4,844

Total impaired loans	$	2,836	$	968	$	1,034	$	3,870	$	4,844

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


	Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
Average loan balance:
Commercial	$	—	$	24	$	17	$	1,571
Commercial loans secured by real estate		3,576		4,313		3,680		5,985

Average investment in impaired loans	$	3,576	$	4,337	$	3,697	$	7,556

Interest income recognized:
Commercial	$	—	$	—	$	—	$	20
Commercial loans secured by real estate		—		—		—		153

Interest income recognized on a cash basis on impaired loans	$	—	$	—	$	—	$	173

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

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Company has a structured loan rating process, which dictates that, at a minimum, credit reviews are mandatory for all commercial and commercial mortgage loan relationships with aggregate balances in excess of $250,000 within a 12-month period. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as bankruptcy, delinquency, or death occurs to raise awareness of a possible credit event. The Company’s commercial relationship managers are responsible for the timely and accurate risk rating of the loans in their portfolios at origination and on an ongoing basis. Risk ratings are assigned by the account officer, but require independent review and rating concurrence from the Company’s internal Loan Review Department. The Loan Review Department is an experienced independent function which reports directly to the Board Audit Committee. The scope of commercial portfolio coverage by the Loan Review Department is defined and presented to the Audit Committee for approval on an annual basis. The approved scope of coverage for 2012 requires review of a minimum 55% of the commercial loan portfolio.

In addition to loan monitoring by the account officer and Loan Review Department, the Company also requires presentation of all credits rated Pass-6 with aggregate balances greater than $1,000,000, all credits rated Special Mention or Substandard with aggregate balances greater than $250,000, and all credits rated Doubtful with aggregate balances greater than $100,000 on an individual basis to the Company’s Loan Loss Reserve Committee on a quarterly basis.

The following table presents the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard and Doubtful within the internal risk rating system (in thousands).


	September 30, 2012
	Pass		Special Mention		Substandard		Doubtful		Total
Commercial	$	107,502	$	37	$	443	$	—	$	107,982
Commercial loans secured by real estate		318,252		21,040		19,630		353		359,275

Total	$	425,754	$	21,077	$	20,073	$	353	$	467,257


	December 31, 2011
	Pass		Special Mention		Substandard		Doubtful		Total
Commercial	$	80,175	$	2,186	$	763	$	—	$	83,124
Commercial loans secured by real estate		305,066		28,138		16,244		330		349,778

Total	$	385,241	$	30,324	$	17,007	$	330	$	432,902

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


	September 30, 2012
	Performing		Non-Performing
Real estate- mortgage	$	213,825	$	2,044
Consumer		16,857		—

Total	$	230,682	$	2,044


	December 31, 2011
	Performing		Non-Performing
Real estate- mortgage	$	211,458	$	1,205
Consumer		18,172		—

Total	$	229,630	$	1,205

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


	September 30, 2012
	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days Past Due		Total Past Due		Total Loans		90 Days Past Due and Still Accruing
Commercial	$	107,757	$	225	$	—	$	—	$	225	$	107,982	$	—
Commercial loans secured by real estate		357,736		579		—		960		1,539		359,275		—
Real estate- mortgage		213,402		1,779		606		82		2,467		215,869		—
Consumer		16,832		11		14		—		25		16,857		—

Total	$	695,727	$	2,594	$	620	$	1,042	$	4,256	$	699,983	$	—


	December 31, 2011
	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days Past Due		Total Past Due		Total Loans		90 Days Past Due and Still Accruing
Commercial	$	83,124	$	—	$	—	$	—	$	—	$	83,124	$	—
Commercial loans secured by real estate		347,671		650		—		1,457		2,107		349,778		—
Real estate- mortgage		209,060		2,133		629		841		3,603		212,663		—
Consumer		18,115		57		—		—		57		18,172		—

Total	$	657,970	$	2,840	$	629	$	2,298	$	5,767	$	663,737	$	—

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

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

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

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

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

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

9.	Non-performing Assets Including Troubled Debt Restructurings (TDR)

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


	September 30, 2012			December 31, 2011
Non-accrual loans
Commercial	$	—		$	—
Commercial loans secured by real estate		2,411			3,870
Real estate-mortgage		2,044			1,205

Total		4,455			5,075

Other real estate owned
Commercial loans secured by real estate		697			20
Real estate-mortgage		133			104

Total		830			124

TDR’s not in non-accrual		87			—

Total non-performing assets including TDR	$	5,372		$	5,199

Total non-performing assets as a percent of loans, net of unearned income, and other real estate owned		0.77	%		0.78	%

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

To be considered a TDR, both of the following criteria must be met:

•

the borrower must be experiencing financial difficulties; and

•

the Bank, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower that would not otherwise be considered.

Factors that indicate a borrower is experiencing financial difficulties include, but are not limited to:

•

the borrower is currently in default on their loan(s);

•

the borrower has filed for bankruptcy;

•

the borrower has insufficient cash flows to service their loan(s); and

•

the borrower is unable to obtain refinancing from other sources at a market rate similar to rates available to a non-troubled debtor.

Factors that indicate that a concession has been granted include, but are not limited to:

•

the borrower is granted an interest rate reduction to a level below market rates for debt with similar risk; or

•

the borrower is granted a material maturity date extension, or extension of the amortization plan to provide payment relief. For purposes of this policy, a material maturity date extension will generally include any maturity date extension, or the aggregate of multiple consecutive maturity date extensions, that exceed 120 days. A restructuring that results in an insignificant delay in payment, i.e. 120 days or less, is not necessarily a TDR. Insignificant payment delays occur when the amount of the

restructured payments subject to the delay is insignificant relative to the unpaid principal or collateral value, and will result in an insignificant shortfall in the originally scheduled contractual amount due, and/or the delay in timing of the restructured payment period is insignificant relative to the frequency of payments, the original maturity or the original amortization.

The determination of whether a restructured loan is a TDR requires consideration of all of the facts and circumstances surrounding the modification. No single factor is determinative of whether a restructuring is a TDR. An overall general decline in the economy or some deterioration in a borrower’s financial condition does not automatically mean that the borrower is experiencing financial difficulty. Accordingly, determination of whether a modification is a TDR involves a large degree of judgment.

Any loan modification where the borrower’s aggregate exposure is at least $250,000 and where the loan currently maintains a criticized or classified risk rating, i.e. Special Mention, Substandard or Doubtful, or where the loan will be assigned a criticized or classified rating after the modification is evaluated to determine the need for TDR classification.

The following table details the TDRs at September 30, 2012 (dollars in thousands).


Loans in accrual status	# of Loans	Current Balance	Concession Granted
Commercial loan secured by real estate	1	$87	Extension of maturity date


Loans in non-accrual status	# of Loans	Current Balance	Concession Granted
Commercial loan secured by real estate	4	$2,990	Extension of maturity date

The following table details the TDRs at December 31, 2011 (dollars in thousands).


Loans in non-accrual status	# of Loans	Current Balance	Concession Granted
Commercial loan secured by real estate	5	$2,870	Extension of maturity date

The following table details the TDRs at September 30, 2011 (dollars in thousands).


Loans in accrual status	# of Loans	Current Balance	Concession Granted
Commercial loan secured by real estate	1	$313	Extension of maturity date


Loans in non-accrual status	# of Loans	Current Balance	Concession Granted
Commercial loan secured by real estate	3	$2,129	Extension of maturity date

In all instances where loans have been modified in troubled debt restructurings the pre- and post-modified balances are the same.

Once a loan is classified as a TDR, this classification will remain until documented improvement in the financial position of the borrower supports confidence that all principal and interest will be paid according to terms. Additionally, the customer must have re-established a track record of timely payments according to the restructured contract terms for a minimum of six consecutive months prior to consideration for removing the loan from non-accrual TDR status. However, a loan will continue to be on non-accrual status until, consistent with our policy, the borrower has made a minimum of six consecutive payments in accordance with the terms of the loan.

The following table presents the recorded investment in loans that were classified as TDR’s or were subsequently modified during each 12-month period prior to the reporting periods preceding July 1, 2012, July 1, 2011, January 1, 2012 and January 1, 2011, respectively, in the table below and subsequently defaulted during these reporting periods (in thousands).


	Three months ended				Nine months ended
	September 30,				September 30,
	2012		2011		2012		2011
Recorded investment of defaults
Commercial loan secured by real estate	$	724	$	1,010	$	1,312	$	390

Total	$	724	$	1,010	$	1,312	$	390

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 is recorded at fair value minus estimated costs to sell.

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


	Three months ended				Nine months ended
	September 30,				September 30,
	2012		2011		2012		2011
Interest income due in accordance with original terms	$	51	$	84	$	169	$	313
Interest income recorded		—		—		—		(173	)

Net reduction in interest income	$	51	$	84	$	169	$	140

10.	Federal Home Loan Bank Borrowings

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


	At September 30, 2012
				Weighted
Type	Maturing	Amount		Average Rate
Open Repo Plus	Overnight	$	—		—	%

Advances	2012		3,000		1.97
	2015		3,000		0.53
	2016		3,000		0.74
	2017		3,000		0.93

Total advances			12,000		1.04

Total FHLB borrowings		$	12,000		1.04	%


	At December 31, 2011
				Weighted
Type	Maturing	Amount		Average Rate
Open Repo Plus	Overnight	$	15,765		0.34	%

Advances	2012		6,000		1.30

Total advances			6,000		1.30

Total FHLB borrowings		$	21,765		0.60	%

The rate on Open Repo Plus advances can change daily, while the rates on the advances are fixed until the maturity of the advance.

11.	Preferred Stock

SBLF:

On August 11, 2011, pursuant to the Small Business Lending Fund (SBLF), the Company issued and sold to the US Treasury 21,000 shares of its Senior Non-Cumulative Perpetual Preferred Stock, Series E (Series E Preferred Stock) for the aggregate proceeds of $21 million. The SBLF is a voluntary program sponsored by the US Treasury that encourages small business lending by providing capital to qualified community banks at favorable rates. The interest rate on the Series E Preferred Stock had been initially set at 5% per annum and may be decreased to as low as 1% per annum if growth thresholds are met for qualified outstanding small business loans. The Company used the proceeds from the Series E Preferred Stock issued to the US Treasury to repurchase all 21,000 shares of its outstanding preferred shares previously issued to the US Treasury under the TARP Capital Purchase Program.

The Series E Preferred Stock has an aggregate liquidation preference of approximately $21 million and qualifies as Tier 1 Capital for regulatory purposes. The terms of the Series E Preferred Stock provide for the payment of non-cumulative dividends on a quarterly basis. The dividend rate, as a percentage of the liquidation amount, may fluctuate while the Series E Preferred Stock is outstanding based upon changes in the level of “qualified small business lending” (“QSBL”) by the Bank from its average level of QSBL at each of the four quarter ends leading up to June 30, 2010 (the “Baseline”) as follows:


Dividend Period Annualized		Annualized
Beginning	Ending	Dividend Rate
August 11, 2011	December 31, 2011	5.0%
January 1, 2012	December 31, 2013	1.0% to 5.0%
January 1, 2014	February 7, 2016	1.0% to 7.0%(1)
February 8, 2016	Redemption	9.0%(2)

(1)	Between January 1, 2014 and February 7, 2016, the dividend rate will be fixed at a rate in such range based upon the level of percentage change in QSBL between September 30, 2013 and the Baseline.

(2)	Beginning on February 8, 2016, the dividend rate will be fixed at nine percent (9%) per annum.

In addition to the applicable dividend rates described above, beginning on January 1, 2014 and on all dividend payment dates thereafter ending on April 1, 2016, if we fail to

increase our level of QSBL compared to the Baseline, we will be required to pay a quarterly lending incentive fee of 0.5% of the liquidation value. As of September 30, 2012, the Company had increased its QSBL to a level that permits the dividend rate to drop to 1% beginning October 1, 2012 and continuing at least through the first quarter of 2013.

As long as shares of Series E Preferred Stock remain outstanding, we may not pay dividends to our common shareholders (nor may we repurchase or redeem any shares of our common stock) during any quarter in which we fail to declare and pay dividends on the Series E Preferred Stock and for the three successive quarters following such failure. In addition, under the terms of the Series E Preferred Stock, we may only declare and pay dividends on our common stock (or repurchase shares of our common stock), if, after payment of such dividend, the dollar amount of our Tier 1 capital would be at least ninety percent (90%) of Tier 1 capital as of June 30, 2011, excluding any charge-offs and redemptions of the Series E Preferred Stock (the “Tier 1 Dividend Threshold”). The Tier 1 Dividend Threshold is subject to reduction, beginning January 1, 2014, based upon the extent by which, if at all, the QSBL at September 30, 2013 has increased over the Baseline.

We may redeem the Series E Preferred Stock at any time at our option, at a redemption price of 100% of the liquidation amount plus accrued but unpaid dividends, subject to the approval of our federal banking regulator.

12.	Regulatory Capital

The Company is subject to various capital requirements administered by the federal banking agencies. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. As of September 30, 2012, the Federal Reserve categorized the Company as Well Capitalized under the regulatory framework for prompt corrective action. The Company believes that no conditions or events have occurred that would change this conclusion. To be categorized as well capitalized, the Company must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table. Additionally, while not a regulatory capital ratio, the Company’s tangible common equity ratio was 7.95% at September 30, 2012 (in thousands, except ratios).


	At September 30, 2012
	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total Capital (To Risk Weighted Assets) Consolidated	$	121,541		16.26	%	$	59,784		8.00	%	$	74,730		10.00	%
AmeriServ Financial Bank		102,421		13.82			59,306		8.00			74,132		10.00
Tier 1 Capital (To Risk Weighted Assets) Consolidated		112,148		15.01			29,892		4.00			44,838		6.00
AmeriServ Financial Bank		93,102		12.56			29,653		4.00			44,479		6.00
Tier 1 Capital (To Average Assets) Consolidated		112,148		11.45			39,189		4.00			48,987		5.00
AmeriServ Financial Bank		93,102		9.70			38,378		4.00			47,973		5.00


	At December 31, 2011
	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total Capital (To Risk Weighted Assets) Consolidated	$	120,315		17.60	%	$	54,702		8.00	%	$	68,377		10.00	%
AmeriServ Financial Bank		101,406		14.96			54,231		8.00			67,789		10.00
Tier 1 Capital (To Risk Weighted Assets) Consolidated		111,683		16.33			27,351		4.00			41,026		6.00
AmeriServ Financial Bank		92,847		13.70			27,116		4.00			40,673		6.00
Tier 1 Capital (To Average Assets) Consolidated		111,683		11.66			38,317		4.00			47,896		5.00
AmeriServ Financial Bank		92,847		9.90			37,498		4.00			46,872		5.00

13.	Segment Results

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

Retail banking includes the deposit-gathering branch franchise and lending to both individuals and small businesses. Lending activities include residential mortgage loans, direct consumer loans, and small business commercial loans. Commercial banking to businesses includes commercial loans, and commercial real-estate loans. The trust segment contains our wealth management businesses which include the Trust Company, West Chester Capital Advisors, our registered investment advisory firm and financial services. 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. Financial services include the sale of mutual funds, annuities, and insurance products. The wealth management businesses 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 investment/parent includes the net results

of investment securities and borrowing activities, general corporate expenses not allocated to the business segments, interest expense on guaranteed junior subordinated deferrable interest debentures, and centralized interest rate risk management. Inter-segment revenues were not material.

The contribution of the major business segments to the Consolidated Results of Operations for the three and nine months ended September 30, 2012 and 2011 were as follows (in thousands):


	Three months ended September 30, 2012						Nine months ended September 30, 2012						September 30, 2012
	Total revenue			Net income (loss)			Total revenue			Net income (loss)			Total assets
Retail banking	$	6,883		$	837		$	20,283		$	2,464		$	338,267
Commercial banking		3,900			1,291			11,144			3,838			478,467
Trust		1,865			210			5,817			708			4,228
Investment/Parent		(857	)		(1,031	)		(2,067	)		(2,706	)		181,319

Total	$	11,791		$	1,307		$	35,177		$	4,304		$	1,002,281


	Three months ended September 30, 2011						Nine months ended September 30, 2011						September 30, 2011
	Total revenue			Net income (loss)			Total revenue			Net income (loss)			Total assets
Retail banking	$	6,710		$	774		$	19,447		$	1,366		$	330,441
Commercial banking		3,665			1,443			10,654			4,993			442,925
Trust		1,817			179			5,541			624			4,289
Investment/Parent		(550	)		(830	)		(1,389	)		(2,216	)		195,784

Total	$	11,642		$	1,566		$	34,253		$	4,767		$	973,439

14.	Commitments and Contingent Liabilities

The Company had various outstanding commitments to extend credit approximating $137.0 million and standby letters of credit of $11.0 million as of September 30, 2012. The Company’s exposure to credit loss in the event of nonperformance by the other party to these commitments to extend credit and standby letters of credit is represented by their contractual amounts. The Bank uses the same credit and collateral policies in making commitments and conditional obligations as for all other lending.

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

15.	Pension Benefits

The Company has a noncontributory defined benefit pension plan covering all employees who work at least 1,000 hours per year. The participants shall have a vested interest in their accrued benefit after five full years of service. The benefits of the plan are based upon the employee’s years of service and average annual earnings for the highest five consecutive calendar years during the final ten year period of employment. Plan assets are primarily debt securities (including US Treasury and Agency securities, corporate notes and bonds), listed common stocks (including shares of AmeriServ Financial, Inc. common stock which is limited to 10% of the plan’s assets), mutual funds, and short-term cash equivalent instruments. The net periodic pension cost for the three and nine months ended September 30, 2012 and 2011 were as follows (in thousands):


	Three months ended						Nine months ended
	September 30,						September 30,
	2012			2011			2012			2011
Components of net periodic benefit cost
Service cost	$	373		$	303		$	1,119		$	909
Interest cost		299			301			897			903
Expected return on plan assets		(406	)		(393	)		(1,218	)		(1,179	)
Amortization of prior year service cost		(5	)		2			(15	)		6
Amortization of transition asset		(4	)		(4	)		(12	)		(12	)
Recognized net actuarial loss		262			203			786			609

Net periodic pension cost	$	519		$	412		$	1,557		$	1,236

16.	Disclosures About Fair Value Measurements

The following disclosures establish a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. The three broad levels defined within this hierarchy are as follows:

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

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

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

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

The fair value of the swap asset and liability is based on an external derivative valuation model using data inputs as of the valuation date and classified Level 2.

The following tables present the assets reported on the consolidated balance sheets at their fair value as of September 30, 2012 and December 31, 2011, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Assets and Liability Measured on a Recurring Basis

Assets and liability measured at fair value on a recurring basis are summarized below (in thousands):


	Fair Value Measurements at September 30, 2012 Using
	Total		(Level 1)		(Level 2)		(Level 3)
US Agency securities	$	6,928	$	—	$	6,928	$	—
US Agency mortgage-backed securities		153,248		—		153,248		—
Corporate bonds		6,933		—		6,933		—
Fair value of swap asset		220		—		220		—
Fair value of swap liability		220		—		220		—


	Fair Value Measurements at December 31, 2011 Using
	Total		(Level 1)		(Level 2)		(Level 3)
US Agency securities	$	10,709	$	—	$	10,709	$	—
US Agency mortgage-backed securities		172,214		—		172,214		—
Fair value of swap asset		346		—		346		—
Fair value of swap liability		346		—		346		—

Loans considered impaired are loans for which, based on current information and events, it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. As detailed in the allowance for loan loss footnote, impaired loans are reported at fair value of the underlying collateral if the repayment is expected solely from the collateral. Collateral values are estimated using Level 3 inputs based on observable market data which at times are discounted. At September 30, 2012, impaired loans with a carrying value of $3.6 million were reduced by a specific valuation allowance totaling $987,000 resulting in a net fair value of $2.6 million. At December 31, 2011, impaired loans with a carrying value of $3.9 million were reduced by a specific valuation allowance totaling $968,000 resulting in a net fair value of $2.9 million.

Other real estate owned (OREO) is measured at fair value based on appraisals, less cost to sell at the date of foreclosure. Valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value, less cost to sell. Income and expenses from operations and changes in valuation allowance are included in the net expenses from OREO.

Assets Measured on a Non-recurring Basis

Assets measured at fair value on a non-recurring basis are summarized below (in thousands):


	Fair Value Measurements at September 30, 2012 Using
	Total		(Level 1)		(Level 2)		(Level 3)
Impaired loans	$	2,589	$	—	$	—	$	2,589
Other real estate owned		830		—		—		830


	Fair Value Measurements at December 31, 2011 Using
	Total		(Level 1)		(Level 2)		(Level 3)
Impaired loans	$	2,902	$	—	$	—	$	2,902
Other real estate owned		124		—		—		124


	Quantitative Information About Level 3 Fair Value Measurements
September 30, 2012	Fair Value Estimate		Valuation Techniques	Unobservable Input	Range
Impaired loans	$	2,589	Appraisal of collateral(1)	Appraisal adjustments(2)	1% to -35%
				Liquidation expenses(2)	1% to -15%
Other real estate owned		830	Appraisal of collateral (1), (3)		1% to -20%

(1)	Fair Value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not identifiable.

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

(3)	Includes qualitative adjustments by management and estimated liquidation expenses.

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

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

Fair values have been determined by the Company using independent third party valuations that use the best available data (Level 2) and an estimation methodology (Level 3) the Company believes is suitable for each category of financial instruments. Management believes that cash, cash equivalents, and loans and deposits with floating interest rates have estimated fair values which approximate the recorded book balances. The estimation methodologies used, the estimated fair values based on US GAAP measurements, and recorded book balances at September 30, 2012 and December 31, 2011, were as follows (in thousands):


	September 30, 2012
	Carrying Value		Fair Value		(Level 1)		(Level 2)		(Level 3)
FINANCIAL ASSETS:
Cash and cash equivalents	$	33,672	$	33,672	$	33,672	$	—	$	—
Investment securities		181,319		181,977		—		179,042		2,935
Regulatory stock		6,993		6,993		6,993		—		—
Loans held for sale		6,641		6,737		6,737		—		—
Loans, net of allowance for loan loss and unearned income		687,154		694,997		—		—		694,997
Accrued income receivable		3,403		3,403		3,403		—		—
Bank owned life insurance		35,996		35,996		35,996		—		—
Fair value swap asset		220		220		—		220		—

FINANCIAL LIABILITIES:
Deposits with no stated maturities	$	523,119	$	523,119	$	523,119	$	—	$	—
Deposits with stated maturities		327,006		332,449		—		—		332,449
All other borrowings		25,085		29,692		—		—		29,692
Accrued interest payable		2,135		2,135		2,135		—		—
Fair value swap liability		220		220		—		220		—


	December 31, 2011
	Carrying Value		Fair Value
FINANCIAL ASSETS:
Cash and cash equivalents	$	34,783	$	34,783
Investment securities		195,203		195,837
Regulatory stock		8,016		8,016
Loans held for sale		7,110		7,195
Loans, net of allowance for loan loss and unearned income		649,114		655,357
Accrued income receivable		3,216		3,216
Bank owned life insurance		35,351		35,351
Fair value swap asset		346		346

FINANCIAL LIABILITIES:
Deposits with no stated maturities	$	482,859	$	482,859
Deposits with stated maturities		333,561		338,683
Short-term borrowings		15,765		15,765
All other borrowings		19,085		23,606
Accrued interest payable		2,523		2,523
Fair value swap liability		346		346

The fair value of cash and cash equivalents, regulatory stock, accrued income receivable, short-term borrowings, and accrued interest payable are equal to the current carrying value.

The fair value of investment securities is equal to the available quoted market price for similar securities. The fair value measurements consider observable data that may include dealer quoted market spreads, cash flows, the US Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. The Level 3 security is valued by discounted cash flows using the US Treasury rate for the remaining term of the security.

Loans held for sale are priced individually at market rates on the day that the loan is locked for commitment with an investor. All loans in the held for sale account conform to Fannie Mae underwriting guidelines, with the specific intent of the loan being purchased by an investor at the predetermined rate structure. Loans in the held for sale account have specific delivery dates that must be executed to protect the pricing commitment (typically a 30, 45, or 60 day lock period).

The net loan portfolio has been valued using a present value discounted cash flow. The discount rate used in these calculations is based upon the treasury yield curve adjusted for non-interest operating costs, credit loss, current market prices and assumed prepayment risk.

The fair value of bank owned life insurance is based upon the cash surrender value of the underlying policies and matches the book value.

Deposits with stated maturities have been valued using a present value discounted cash flow with a discount rate approximating current market for similar assets and liabilities. Deposits with no stated maturities have an estimated fair value equal to both the amount payable on demand and the recorded book balance.

The fair value of all other borrowings is based on the discounted value of contractual cash flows. The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities.

The fair values of the swaps used for interest rate risk management represents the amount the Company would have expected to receive or pay to terminate such agreements.

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

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

…..2012 THIRD QUARTER SUMMARY OVERVIEW….. AmeriServ Financial, Inc. reported net income available to common shareholders of $1,056,000 or $0.05 per share for the third quarter of 2012. These earnings reflect stability with the $0.05 per share reported during the third quarter of 2011. There was a lower negative provision from AmeriServ’s strong loan loss reserve in the third quarter of 2012. As the asset quality of AmeriServ’s loan portfolio improves, a smaller loan loss reserve is acceptable to management and the Board of Directors. This good news about loan quality was accompanied by other positive events in the AmeriServ third quarter.

The Company continues to increase its loans even during this period of weakness in the economy. Net loans increased by $16 million in the third quarter, for a sixth consecutive positive quarter, and are now $62 million over the recession created low point which occurred in the first quarter of 2011. These gains reflect the hard work of AmeriServ’s Commercial Relationship Officers. During the last year this group of professionals has averaged 414 calls per month on commercial clients throughout the area. AmeriServ is out calling on business loan customers every day and this strong loan growth is the result.

As previously mentioned, in August 2011, the US Treasury had approved AmeriServ as a Small Business Lending Fund participant. Treasury provided AmeriServ with an additional $21 million of capital in exchange for an issuance of 5% Series E Preferred Stock to encourage small business lending. But the Treasury also made a promise to AmeriServ. The premise behind the Small Business Lending Fund was that if AmeriServ increased its loans to small businesses by at least $21 million the Treasury would reduce the dividend rate on the Treasury held Series E Preferred Stock from 5% to 1%. AmeriServ reached that goal in the second quarter of 2012 and maintained it through the third quarter of 2012; therefore, beginning on October 1, 2012, the reduced dividend rate of 1% became effective for the fourth quarter and will be maintained to the extent this growth in small business lending is maintained over our baseline measure. This will reduce the dividend payment from approximately $250,000 in a quarter to $52,000 in a quarter, as long as AmeriServ meets the Treasury goals for the Company. This innovative program is helping small businesses receive loans while it is also helping AmeriServ increase its earnings per share.

Concurrently, AmeriServ deposits remain strong totaling now $49 million higher than at the recession period low of the fourth quarter of 2010. We are pleased that both businesses and consumers appreciate the strength of AmeriServ and choose to entrust their monies to us. A continuing high spot in the third quarter of 2012 is AmeriServ’s mortgage origination team. Thus far, during 2012, AmeriServ has originated $81 million of residential mortgages to families throughout the region. This record represents a 46% increase over the first nine months of 2011, which was in itself a very strong year. It is a real pleasure for us to help our neighbors in this way. The majority of these new mortgages are sold immediately to the U.S. government sponsored mortgage secondary market.

Not to be outdone by the AmeriServ Financial Bank, the AmeriServ Trust and Financial Services Company finished the third quarter with a net income contribution 18.1% ahead of the same period of 2011. This Company has been remade almost from top to bottom by the new leadership which came to AmeriServ in March 2010. The Trust Company operates six different business lines, each bringing fiduciary and wealth management services to individuals and companies. Management has reviewed and strengthened its infrastructure with the latest in technologies so as to offer flexibility to clients who trust their retirement savings or their bequests to the next generation to AmeriServ. We believe that this Trust Company has a bright future as it begins to stress the premier products of its several business lines in their particular markets.

AmeriServ is also moving rapidly in the new world of mobile banking. A new generation is asking banks to step out from old ways into the new technology. Therefore AmeriServ has a designated team designing and implementing banking for a virtual environment. This advance must be managed with care so as to protect every customer’s privacy and to ensure the complete safety of a customer’s funds. Still, it is this type of innovation that keeps the AmeriServ banking system dynamic. It is our aim to provide the best of the new technology in a way that pleases existing customers and attracts new customers.

It is obvious that these are challenging times. The economy of the nation and the region is better than some, but not as good as others. Therefore it is necessary to be on the alert for signs of economic troubles. The global economy has many challenges, the U.S. fiscal situation faces a year-end deadline on deficit reduction and Europe’s troubles fill the news daily. In such times, AmeriServ’s Board of Directors and management will continue to maintain a conservative balance sheet highlighted by strong capital, deep liquidity, good asset quality and careful expense management. But we will not sit idle; we will continue to stress customer service, new products and good old fashioned common sense. We believe strongly in community banking. It is our purpose to support our communities with fairly priced loans, with easy to use banking services and with rewarding wealth management counsel. We will not venture into financial gimmickry or into risky endeavors beyond our abilities. The basics of the Company are strong and the common stock price has increased by 52% in 2012 after gaining 23% in 2011. It is our intent to stay the course to continue to reward shareholders. The stock repurchase program contributed to an 8.8% growth in tangible book value per share since the end of 2011. These are the positive signs that reflect financial strength and increased investor confidence.

THREE MONTHS ENDED SEPTEMBER 30, 2012 VS. THREE MONTHS ENDED SEPTEMBER 30, 2011

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


	Three months ended			Three months ended
	September 30, 2012			September 30, 2011
Net income	$	1,307		$	1,566
Net income available to common shareholders		1,056			1,027
Diluted earnings per share		0.05			0.05
Return on average assets (annualized)		0.52	%		0.64	%
Return on average equity (annualized)		4.66	%		5.52	%

The Company reported its 10th consecutive profitable quarter in the third quarter of 2012 by reporting net income of $1,307,000. This represents a decrease of $259,000 from the third quarter 2011. Third quarter 2012 net income available to common shareholders was $1,056,000 or $0.05 per diluted common share which was consistent with the financial results reported for the third quarter of 2011. The improvements in asset quality continued to result in a credit provision for loan losses in the third quarter of 2012, but at a lesser level than in the third quarter of 2011. Third quarter 2012 net income was also positively impacted by modestly higher net interest income, increased non-interest income and reduced income tax expense. These positive items were partially offset by higher non-interest expense.

Diluted earnings per share in the third quarter of 2012 were negatively impacted by the preferred stock dividend related to the US Treasury SBLF program which amounted to $251,000 and reduced the amount of net income available to common shareholders. This amount, however, was less than the preferred stock dividend and accelerated preferred stock discount accretion related to the former TARP CPP preferred stock that totaled $539,000 in the third quarter of 2011. As previously mentioned, the Company has been successful in growing commercial loans in categories that qualify for the SBLF. As such, the dividend rate that AmeriServ currently pays on the SBLF preferred stock will drop from 5% to 1% - the lowest rate available under the SBLF program. This lower preferred dividend rate will increase quarterly net income available to common shareholders by approximately $200,000 beginning in the fourth quarter of 2012 and continuing at a minimum through the first quarter of 2013.

…..NET INTEREST INCOME AND MARGIN….. The Company’s net interest income represents the amount by which interest income on average earning assets exceeds interest paid on average interest bearing liabilities. Net interest income is a primary source of the Company’s earnings, and it is affected by interest rate fluctuations as well as changes in the amount and mix of average earning assets and average interest bearing liabilities. The following table compares the Company’s net interest income performance for the third quarter of 2012 to the third quarter of 2011 (in thousands, except percentages):


	Three months ended September 30, 2012			Three months ended September 30, 2011			$ Change			% Change
Interest income	$	10,030		$	10,492		$	(462	)		(4.4	)%
Interest expense		1,888			2,374			(486	)		(20.5	)

Net interest income	$	8,142		$	8,118		$	24			0.3

Net interest margin		3.59	%		3.68	%		(0.09	)		N/M

N/M - not meaningful

The Company’s net interest income in the third quarter of 2012 increased modestly by $24,000, or 0.3%, when compared to the third quarter of 2011. The third quarter 2012 net interest margin of 3.59% was nine basis point lower than the 3.68% margin for last year’s third quarter. The decreased net interest margin reflects the challenges of a flatter yield curve which has pressured interest revenue in 2012. The Company has been able to overcome this net interest margin pressure and keep net interest income relatively constant by reducing its cost of funds and growing its earning assets, particularly loans. Specifically, total loans outstanding have increased for six consecutive quarters and now are $39.2 million, or 5.9%, higher than they were at September 30, 2011. 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 commercial real estate loans which qualify as SBLF loans, particularly through its new loan production offices. Strong commercial loan pipelines suggest that the Company should be able to continue to grow the loan portfolio during the fourth quarter of 2012.

Despite this growth in loans, total interest revenue dropped by $462,000 between years and reflects the lower interest rate environment and flatter yield curve. Interest revenue has also been negatively impacted by increased premium amortization on mortgage backed securities due to faster mortgage prepayment speeds. However, careful management of funding costs has allowed the Company to mitigate this drop in interest revenue during the past year. Specifically, interest expense in the third quarter of 2012 declined by $486,000 from the same prior year quarter due to the Company’s proactive efforts to reduce deposit and borrowing costs. Even with this reduction in deposit costs, the Company still experienced solid growth in deposits which increased by $22.8 million or 2.8% over the past 12 months.

The table that follows provides an analysis of net interest income on a tax-equivalent basis for the three month periods ended September 30, 2012 and September 30, 2011 setting forth (i) average assets, liabilities, and stockholders’ equity, (ii) interest income earned on interest earning assets and interest expense paid on interest bearing liabilities, (iii) average yields earned on interest earning assets and average rates paid on interest bearing liabilities, (iv) the Company’s interest rate spread (the difference between the average yield earned on interest earning assets and the average rate paid on interest bearing liabilities), and (v) the Company’s net interest margin (net interest income as a percentage of average total interest earning assets). For purposes of these tables, loan balances do 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. Additionally, a tax rate of 34% is used to compute tax-equivalent yields.

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


	2012									2011
	Average Balance			Interest Income/ Expense			Yield/ Rate			Average Balance			Interest Income/ Expense			Yield/ Rate
Interest earning assets:
Loans and loans held for sale, net of unearned income	$	701,104		$	8,814			4.95	%	$	663,230		$	8,895			5.28	%
Interest bearing deposits		5,265			2			0.17			9,861			4			0.16
Short-term investment in money market funds		4,717			4			0.25			3,547			2			0.24
Federal funds sold		—			—			—			—			—			—
Investment securities – AFS		173,094			1,108			2.56			189,481			1,499			3.16
Investment securities – HTM		14,380			109			3.03			9,747			99			4.06

Total investment securities		187,474			1,217			2.60			199,228			1,598			3.21

Total interest earning assets/interest income		898,560			10,037			4.43			875,866			10,499			4.77
Non-interest earning assets:
Cash and due from banks		17,090									16,228
Premises and equipment		11,019									10,535
Other assets		81,526									79,342
Allowance for loan losses		(13,167	)								(17,032	)

TOTAL ASSETS	$	995,028								$	964,939

Interest bearing liabilities:
Interest bearing deposits:
Interest bearing demand	$	63,321		$	30			0.19	%	$	59,099		$	35			0.24	%
Savings		86,373			42			0.19			83,280			64			0.30
Money markets		216,644			220			0.40			193,921			272			0.56
Other time		328,410			1,295			1.57			346,639			1,667			1.91

Total interest bearing deposits		694,748			1,587			0.91			682,939			2,038			1.18
Short-term borrowings:
Other short-term borrowings		3,808			2			0.25			227			1			0.64
Advances from Federal Home Loan Bank		4,417			19			1.65			9,715			55			2.29

Guaranteed junior subordinated deferrable interest debentures		13,085			280			8.57			13,085			280			8.57

Total interest bearing liabilities/interest expense		716,058			1,888			1.05			705,966			2,374			1.34
Non-interest bearing liabilities:
Demand deposits		150,844									134,767
Other liabilities		16,467									11,634
Shareholders’ equity		111,659									112,572

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	995,028								$	964,939

Interest rate spread								3.38									3.43
Net interest income/ Net interest margin					8,149			3.58	%					8,125			3.68	%
Tax-equivalent adjustment					(7	)								(7	)

Net Interest Income				$	8,142								$	8,118

…..PROVISION FOR LOAN LOSSES..... Sustained improvements in asset quality evidenced by low levels of non-performing assets, net charge-offs, and classified loans allowed the Company to again reverse a portion of the allowance for loan losses into earnings in the third quarter of 2012 while still maintaining strong coverage ratios. At September 30, 2012, non-performing assets totaled $5.4 million or 0.77% of total loans. This represents the fifth consecutive quarter where non-performing assets have been near the $5 million level. Criticized and classified loans also

dropped by $11 million or 20.7% during the past 12 months. Actual credit losses realized through net charge-offs have also declined in 2012. For the third quarter of 2012, net charge-offs totaled $288,000 or 0.16% of total loans which represents a decrease from the third quarter of 2011 when net charge-offs totaled $339,000 or 0.20% of total loans. As a result of this sustained asset quality improvement, the Company recorded a negative provision for loan losses of $200,000 in the third quarter of 2012 compared to a negative provision of $550,000 in the third quarter of 2011. When determining the provision for loan losses, the Company considers a number of factors some of which include periodic credit reviews, non-performing asset, loan delinquency and charge-off trends, concentrations of credit, loan volume trends and broader local and national economic trends. In summary, the allowance for loan losses provided 282% coverage of non-performing loans at September 30, 2012, compared to 288% of non-performing loans at December 31, 2011.

.....NON-INTEREST INCOME..... Non-interest income for the third quarter of 2012 totaled $3.6 million and increased $125,000, or 3.5%, from the third quarter 2011 performance. Factors contributing to this higher level of non-interest income in 2012 included:

a $76,000 increase in gains realized on residential mortgage loan sales into the secondary market due to increased mortgage loan production in the third quarter of 2012. The lower long term interest rate environment, resulting from the Federal Reserve’s interest rate policies, has contributed to increased mortgage purchase and refinance activity in 2012.

a $159,000 increase in other income again reflecting higher revenue from residential mortgage banking activities such as underwriting and documentation preparation fees. Also, a $79,000 increase in revenue from financial services (annuity and mutual funds sales) was another item contributing to the higher level of other income in the third quarter of 2012.

a $73,000 decrease in deposit service charges due to fewer customer overdraft fees reflecting regulatory changes in this area.

.....NON-INTEREST EXPENSE..... Non-interest expense for the third quarter of 2012 totaled $10.1 million and increased by $205,000, or 2.1%, from the prior year’s third quarter. Factors contributing to the higher non-interest expense in 2012 included:

a $430,000 increase in salaries and employee benefits expense due to higher salaries expense, incentive compensation and pension expense in the third quarter of 2012. The 2012 personnel expenses also reflect the staffing costs associated with new loan production offices in Altoona and Harrisburg, Pennsylvania, and Hagerstown, Maryland.

a $158,000 decrease in FDIC deposit insurance expense due to a change in the calculation methodology which took effect in the second half of 2011 and the Company’s improved risk profile resulting primarily from better asset quality.

NINE MONTHS ENDED SEPTEMBER 30, 2012 VS. NINE MONTHS ENDED SEPTEMBER 30, 2011

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


	Nine months ended September 30, 2012			Nine months ended September 30, 2011
Net income	$	4,304		$	4,767
Net income available to common shareholders		3,528			3,648
Diluted earnings per share		0.18			0.17
Return on average assets (annualized)		0.59	%		0.66	%
Return on average equity (annualized)		5.15	%		5.81	%

For the nine month period ended September 30, 2012, the Company reported net income of $4,304,000 and net income available to common shareholders of $3,528,000 or $0.18 per diluted common share. While net income available to common shareholders was down by $120,000 or 3.3%, diluted earnings per share increased by $0.01 or 5.9% due to the success of the Company’s common stock repurchase program. Specifically, during the first nine months of 2012, the Company repurchased 1,667,000 shares or 8.0% of its outstanding common stock at an average price of $2.49 in conjunction with the terms of its previously announced common stock repurchase program. The improvements in asset quality continued to result in a credit provision for loan losses in the first nine months of 2012, but at a lesser level than in the first nine months of 2011. The Company’s 2012 net income was also negatively impacted by a modest reduction in net interest income and a controlled 2.0% increase in non-interest expense. These negative items were partially offset by sharply higher non-interest income and reduced income tax expense in the first nine months of 2012.

.....NET INTEREST INCOME AND MARGIN.....The following table compares the Company’s net interest income performance for the first nine months of 2012 to the first nine months of 2011 (in thousands, except percentages):


	Nine months ended September 30, 2012			Nine months ended September 30, 2011			$ Change			% Change
Interest income	$	30,039		$	31,618		$	(1,579	)		(5.0	)%
Interest expense		5,918			7,448			(1,530	)		(20.5	)

Net interest income	$	24,121		$	24,170		$	(49	)		(0.2	)

Net interest margin		3.63	%		3.70	%		(0.07	)		N/M

N/M - not meaningful

The Company’s net interest income in the first nine months of 2012 decreased modestly by $49,000 or 0.2%, when compared to the first nine months of 2011. The first nine months 2012 net interest margin of 3.63% was down seven basis points when compared to the 3.70% net interest margin for last year’s first nine months. The decreased net interest income and net interest margin in 2012 reflects the challenges of a lower interest rate environment and flatter yield curve which has caused interest revenue to decrease to a greater extent than interest expense. The Company currently expects this net interest margin pressure to persist in the fourth quarter of 2012 and into 2013 given the Federal Reserve announcement of the Quantitative Easing 3 Program. Additionally, in September 2012, the Federal Reserve announced that it anticipates that exceptionally low interest rates will be maintained at least through mid-2015.

…..COMPONENT CHANGES IN NET INTEREST INCOME..… Regarding the separate components of net interest income, the Company’s total interest income for the first nine months of 2012 decreased by $1.6 million or 5.0% when compared to the same 2011 period. This decrease was due to a 32 basis point decline in the earning asset yield to 4.53%. Within the earning asset base, the yield on the total loan portfolio decreased by 31 basis points to 5.08% while the yield on total investment securities dropped by 49 basis points to 2.75%. In the current interest rate environment, new investment securities and loans that are being booked typically have yields that are below the rate on the maturing instruments that they are replacing. Despite a $21 million or 3.1% increase in total average loans, total loan interest revenue dropped by $692,000 between years and reflects the impact of this lower interest rate environment. Investment securities interest revenue has also been negatively impacted by increased premium amortization on mortgage backed securities of $336,000 due to faster mortgage prepayment speeds.

The Company’s total interest expense for the first nine months of 2012 decreased by $1.5 million or 20.5% when compared to the same 2011 period. This decrease in interest expense was due to a lower cost of funds as the cost of interest bearing liabilities declined by 29 basis points to 1.12%. Management’s decision to further reduce interest rates paid on all deposit categories has not had a negative impact on deposit growth as consumers and businesses have sought the safety and liquidity provided by well capitalized banks like AmeriServ Financial. Even with this reduction in deposit costs, the Company still experienced solid growth in deposits which increased by $22.8 million or 2.8% over the past 12 months. The Company continues to maintain strong liquidity as evidenced by a loan to deposit ratio of 83.1% at September 30, 2012.

The table that follows provides an analysis of net interest income on a tax-equivalent basis for the nine month periods ended September 30, 2012 and September 30, 2011. For a detailed discussion of the components and assumptions included in the table, see the paragraph before the quarterly table on page 33.

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

2012

2011

Average
Balance

Interest
Income/
Expense

Yield/
Rate

Average
Balance

Interest
Income/
Expense

Yield/
Rate

Interest earning assets:

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company