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

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2020, 2019, AND 2018

2020 SUMMARY OVERVIEW:

AmeriServ Financial, Inc.'s fourth quarter 2020 net income was $692,000, or
$0.04 per diluted common share. This represents an increase of $23,000, or 3.4%,
from the fourth quarter of 2019 when net income was $669,000, or also $0.04 per
diluted common share. For the year ended December 31, 2020, net income was
$4,598,000 or $0.27 per diluted share. This performance represented a decline of
22.9% from the full year of 2019, when net income was $6,028,000, or $0.35 per
common share.



Admittedly, this has been, and in many ways continues to be, a difficult time
for many of us, both in this nation and globally. But we believe the fundamental
strength and resolve of the average citizen of these United States has emerged
through the many challenges. The national lockdown was a shock to the fiber of
our society. However, the limited re-openings that began in mid-summer were
important. By the beginning of the fourth quarter, those commercial enterprises
who re-opened began to revive commercial loan demand. AmeriServ experienced a
growth in traditional loan products of nearly $39 million in net loans
outstanding in the fourth quarter. This quickening pace we regard as a positive
sign that recovery, while slow, has begun. We have also noticed the changed
behavior of the American consumer as the pandemic event spread across all fifty
states. All levels of government embarked on economic stimulus programs,
introducing growth in the money supply for both businesses and consumers. But
much of that stimulus funding went into debt reduction and even more to increase
the level of deposits in banks across the U.S. Americans were unsure about the
future and almost overnight, the nation of spenders became a nation of savers.
AmeriServ alone found that from December 31, 2019 to December 31, 2020, its
total deposits increased by $94 million, or approximately 10%, a record high for
AmeriServ. The banking system was more liquid than it has been in sometime as
businesses and consumers alike were concerned about an increased level of risk.



Other positive changes began occurring. The Federal Reserve reduced interest
rates and ignited a boom in home buying and residential mortgages. In 2020,
AmeriServ Financial Bank closed $142 million of residential mortgage loans as
compared with $60 million in the 12 months of 2019. This flood of new stimulus
funds also found its way into equity markets permitting AmeriServ's Wealth
Management complex to increase the market value of its clients' funds under
management or administration, by $243 million or 11%. This total closing at
$2.48 billion, was an historic record for the Wealth Management complex at
AmeriServ.



These positive developments were encouraging but we continued to be alert and
active in the interests of those businesses or consumers who were struggling.
Our commercial loan group actively supported certain borrowers in certain
industries who remained closed or restricted. AmeriServ also participated in the
Federal Payroll Protection Loan Program (PPP) in 2020 making 477 loans totaling
$68.7 million to small businesses throughout the region. AmeriServ additionally
has modified the payment terms for 19 commercial borrowers with loans totaling
$47 million in order to assist these borrowers struggling with the pandemic
event and conditions beyond their control. We monitor these borrowers
continuously, along with guidance from the Federal Reserve, our primary
regulator. Just as any knowledgeable team of money lenders would do, we have
continued to build our allowance for loan losses to protect this Company. The
PPP loans are relatively riskless because of a governmental guarantee. AmeriServ
is monitoring the payment deferral loans and reporting in detail to the full
Board of Directors monthly. Our goal is to provide reasonable assistance to all
of our struggling customers, but also to protect the safety and soundness of
this important regional franchise.



This Company continues to exceed all regulatory capital requirements. We
continue to service the payment requirements of our Trust Preferred shares and
our subordinated debt issue. Our quarterly common stock dividend remains in
effect, but we have ceased common stock repurchases based upon guidance provided
by regulatory authorities. Additionally, we are preserving capital to support
the balance sheet growth that we have experienced. Daily, we are faced with the
task of balancing risk with reward. However, the risk implicit today is not
primarily economic risk but rather the total impact of the pandemic, which
created unplanned and new economic risks. In such times, we

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naturally fall back into the time tested financial norms of the community bank
business model. This is what we believe in and is exactly what good times and
bad times have trained us to do. We are encouraged by the recent positive
developments which we reviewed herein. We do not believe the difficulties are
over. The pandemic is still with us every day. Therefore, this Board and this
Management Team must continue to be vigilant and alert. There are still too many
unknowns to be explored and mitigated.



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






                                  YEAR ENDED DECEMBER 31,
                                 2020         2019       2018

                                    (IN THOUSANDS, EXCEPT
                                 PER SHARE DATA AND RATIOS)
Net income                    $     4,598    $ 6,028    $ 7,768
Diluted earnings per share           0.27       0.35       0.43
Return on average assets             0.37 %     0.51 %     0.67 %
Return on average equity             4.52       6.02       8.08




The Company reported net income of  $4,598,000, or $0.27 per diluted common
share, in 2020. This represents a 22.9% decrease in earnings per share from the
full year of 2019 when net income totaled $6,028,000, or $0.35 per diluted
common share. The Company's return on average equity declined to 4.52% for the
2020 year from 6.02% in 2019. The resiliency of our community bank
customer-focused business model was evident in 2020 as the Company dealt with
the many unexpected challenges resulting from the COVID-19 pandemic. The Company
experienced record levels of both loans and deposits as we served as an
important financial resource to small businesses and consumers in our
marketplace. Continuing our conservative risk management posture, we prudently
built our allowance for loan losses to address increased credit risk in certain
sectors of our loan portfolio which was a primary factor causing the decline in
earnings between years. The good diversification of the Company's revenue was
evident as 31% of our total revenue in 2020 came from non-interest income
sources which included record contributions from our strong wealth management
business and active residential mortgage operation. Finally, the Company
increased tangible book value(1) per share by 6.7% during 2020.

The Company reported net income of  $6.0 million, or $0.35 per diluted common
share, for 2019. This represented an 18.6% decrease in earnings per share from
2018 when net income totaled $7.8 million, or $0.43 per diluted common share.
The decline in 2019 earnings was caused by an increased loan loss provision
primarily related to one large commercial loan and an impairment charge
recognized on a Community Reinvestment Act (CRA) related investment.

The Company reported net income of $7.8 million, or $0.43 per diluted common
share, for 2018. This represented an 139% increase in earnings per share from
2017 where net income totaled $3.3 million, or $0.18 per diluted common share.
The strong growth in earnings resulted from a favorable combination of lower
income tax expense, outstanding asset quality, and well controlled non-interest
expense.

--------------------------------------------------------------------------------

(1) See reconciliation of non-GAAP tangible book value later in this MD&A.



NET INTEREST INCOME AND MARGIN.  The Company's net interest income represents
the amount by which interest income on earning assets exceeds interest paid on
interest bearing liabilities. Net interest income is a primary source of the
Company's earnings; it is affected by interest rate fluctuations as well as
changes in the amount and mix of earning assets and interest bearing
liabilities. The following table summarizes the Company's net interest income
performance for each of the past three years:




                             YEAR ENDED DECEMBER 31,
                          2020          2019         2018

                          (IN THOUSANDS, EXCEPT RATIOS)
Interest income        $   46,882     $  49,767    $ 47,094
Interest expense           10,515        14,325      11,600
Net interest income        36,367        35,442      35,494
Net interest margin          3.19 %        3.29 %      3.31 %




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2020 NET INTEREST PERFORMANCE OVERVIEW.  The Company's net interest income for
the full year of 2020 increased by $925,000, or 2.6%, when compared to the full
year of 2019. The Company's net interest margin was 3.19% for the full year of
2020 representing a ten basis point decline from the full year of 2019. Our net
interest margin performance was challenged throughout 2020 as a result of the
low interest rate environment and the economic uncertainty and volatility caused
by the COVID-19 pandemic. As COVID-19 cases surged, government officials
recommended the implementation of certain safety measures and restrictions on
businesses and individuals. As a result, AmeriServ had to close its lobbies to
customer traffic two separate times during the year for an extended period of
time, but continued to service customers through drive up access. In spite of
these pandemic related challenges, our balance sheet experienced robust growth
in 2020 which caused the increase in net interest income despite the decline in
the net interest margin due to pressures from the low interest rate environment.
Total average earning assets increased by $62.2 million, or 5.8%, in 2020.
Specifically, total loans averaged $923 million in 2020 which is $48.1 million,
or 5.5%, higher than the 2019 full year average. Short-term investments averaged
$29 million in 2020 which is $18.3 million, or 173.2%, higher than the 2019 full
year average. Slightly offsetting the higher level of average loans and
short-term investments was a decrease in average investment securities. Total
investment securities averaged $188 million in 2020 which is $6.2 million, or
3.2%, lower than the 2019 full year average.

Total deposits, including non-interest bearing demand deposits, averaged
$1.035 billion for the full year of 2020, which was $55.2 million, or 5.6%,
higher than the $980 million average for the full year of 2019. The 2020 full
year average of short-term and FHLB borrowed funds was $69 million, which
represented an increase of  $5.6 million, or 8.8%. Overall, the Company's loan
to deposit ratio averaged 90.9% in the fourth quarter of 2020 which we believe
indicates that the Company has ample capacity to continue to grow its loan
portfolio and is well positioned to continue assisting our customers and the
community given the impact that the COVID-19 pandemic is having on the economy.

COMPONENT CHANGES IN NET INTEREST INCOME: 2020 VERSUS 2019.  Regarding the
separate components of net interest income, the Company's total interest income
in 2020 decreased by $2.9 million, or 5.8%, when compared to 2019. Total average
earning assets increased by $62.2 million, or 5.8%, in 2020 as the increased
level of average total loans and short term investments more than offset the
lower level of average total investment securities. Despite the growth in
average earning assets, interest income was unfavorably impacted by a decrease
in the earning asset yield which declined by 50 basis points from 4.61% to
4.11%. All categories within the earning asset base demonstrated an interest
income decrease between years. The average total loan portfolio yield decreased
by 51 basis points from 4.91% to 4.40% in 2020 while the average yield on total
investment securities decreased by 16 basis points from 3.36% to 3.20%.

Total investment securities averaged $188 million for the full year of 2020
which is $6.2 million, or 3.2%, lower than the $194 million average in 2019. The
Company was selective in 2020 when purchasing the more typical types of
securities that have been purchased historically as the market was less
favorable for purchases, offering a lower return given the differences in the
position and shape of the U.S. Treasury yield curve from last year. To somewhat
offset the unfavorable market for the more traditional types of purchases, the
Company has been active since March of 2020 purchasing corporate securities,
particularly subordinated debt issued by other financial institutions along with
taxable municipal securities. Subordinated debt offers higher yields than the
typical types of securities in which we invest and is particularly attractive
given the current low interest rate environment and modestly positive slope of
the yield curve. Management believes it to be acceptable to increase our
investments in bank subordinated debt in a gradual and diversified manner, given
the heavily regulated nature of the industry combined with our intensive due
diligence process and adherence to our internal guidelines for these types of
investments.

Total loans reached a new record level and averaged $923 million for the full
year of 2020 which is $48.1 million, or 5.5%, higher than the 2019 full year
average. The growth between years was primarily related to AmeriServ's early
participation in the Small Business Administration's (SBA) 100% guraranteed
Paycheck Protection Program (PPP) which remained on the balance sheet from the
time of their inception through year end. During 2020, the Company processed 477
PPP loans totaling $68.7 million to assist small businesses and our community in
this difficult economy. Also, the Company recorded a total of $1.9 million of
processing fee income and interest income from PPP lending activity. The
remaining portion of PPP processing fees totals approximately $755,000 and is
being amortized into income over the time period that the loans remain on our
balance sheet or until the PPP loan is forgiven at which time the remaining fee
will be recognized immediately as income. Note that the level of PPP loans did
decrease by approximately $10 million during the fourth quarter as we work
through the forgiveness process with our customers. In late December 2020, the
Federal Government passed a new $900 billion pandemic relief bill which includes
$284.5 billion for the re-opening of the SBA Paycheck Protection Program. The
Company is participating in this new 2021 program to continue to provide
assistance to our business customers. Normal commercial lending production
improved

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during the final four months of the year with commercial loan pipelines also
improving to pre-COVID levels. Overall, on an end of period basis and excluding
total PPP loans, the total loan portfolio grew by approximately $39.1 million
since September 30, 2020. Residential mortgage loan production continued to be
exceptionally strong throughout the year and reached a record level given the
lower interest rate environment. For the full year of 2020, residential mortgage
loan production totaled $142 million and was 139% higher than the production
level of $60 million achieved for the full year of 2019. Even though total
average loans increased compared to last year and loan interest income was
enhanced by the PPP revenue, loan interest and fee income declined by $2.3
million, or 5.4%, for the full year. The lower loan interest income reflects the
challenges that this record low interest rate environment has created. New loans
are being originated at lower yields and certain loans tied to LIBOR or the
prime rate reprice downward as both of these indices have moved down with the
Federal Reserve's decision to decrease the target federal funds interest rate by
a total of 225 basis points since June of 2019.

Our liquidity position continues to be strong due to the significant influx of
deposits that resulted from the government stimulus programs and as customers
continue to be cautious and are demonstrating reduced spending activity due to
the economic uncertainty. As a result, short-term investments averaged
$29 million for the full year of 2020 which is $18.3 million, or 173.2%, higher
than the 2019 full year average. The challenge of profitably deploying this
excess liquidity resulted in management initially investing in high quality
commercial paper given their short maturities and higher rates of return.
However, as 2020 progressed, the yields on commercial paper experienced a steady
decline, once again creating pressure to find a suitable return for our excess
liquidity. This pressure was eased during the fourth quarter given the loan
growth that occurred which resulted in short term investment balances returning
to a more normal.

Total interest expense for the twelve months of 2020 decreased by $3.8 million,
or 26.6%, when compared to 2019, due to lower levels of both deposit and
borrowing interest expense. Deposit interest expense in the full year of 2020
was lower by $3.6 million, or 31.8%. Total average deposits reached a record
level, averaging $1.035 billion for the year, which is $55.2 million, or 5.6%,
higher than the 2019 full year average reflecting the benefit of government
stimulus programs and reduced consumer spending in 2020. In addition, the
Company's loyal core deposit base continues to be a source of strength for the
Company during periods of market volatility. Management continued to effectively
execute several deposit product pricing decreases given the low interest rate
environment and the downward pressure that the low interest rates are having on
the net interest margin. As a result, the Company experienced deposit cost
relief. Overall, total deposit cost, including demand deposits, averaged 0.74%
in 2020 compared to 1.14% in 2019, or a meaningful decrease of 40 basis points.

The Company experienced a $255,000, or 8.1%, decrease in the interest cost of
borrowings in the full year of 2020 when compared to the full year of 2019. The
decline is a result of the Federal Reserve's actions to decrease interest rates
and the impact that these rate decreases have on the cost of overnight borrowed
funds and the replacement of matured FHLB term advances. The total 2020 full
year average term advance borrowings balance increased by approximately $11.7
million, or 22.4%, when compared to the full year of 2019 as the Company took
advantage of the lower yield curve to prudently extend borrowings. The rate on
certain FHLB term advances is lower than the rate on overnight borrowings. As a
result, the combined growth of average FHLB term advances and total average
deposits resulted in less reliance on overnight borrowed funds, which decreased
between years by $6.1 million. Overall, the 2020 full year average of total
short-term and FHLB borrowed funds was $69.0 million, which represents an
increase of $5.6 million, or 8.8%, from 2019.

2019 NET INTEREST PERFORMANCE OVERVIEW.  The Company's net interest income for
the full year of 2019 decreased by $52,000, or 0.1%, when compared to the full
year of 2018. The Company's net interest margin was 3.29% for the full year of
2019 which represented a two basis point decline from the full year of 2018. Our
net interest margin performance was challenged throughout 2019 as the U.S.
Treasury Yield Curve shifted downward, flattened and became inverted in certain
segments, at various times during the year. The lower interest rate environment
along with a lower full year average total loan portfolio balance resulted in
the modest year over year unfavorable comparison for net interest income.
Positively impacting net interest income during 2019 was a favorable shift
experienced in the mix of total average interest bearing liabilities as the
amount of total interest bearing deposits increased and resulted in less
reliance on higher cost borrowings to fund interest earning assets. Total
average earning assets increased by $6.7 million, or 0.6%, in 2019.
Specifically, total investment securities averaged $194 million in 2019 which is
$9.5 million, or 5.1%, higher than the 2018 full year average. Total loans
averaged $875 million in 2019 which is $6.6 million, or 0.7%, lower than the
2018 full year average.

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Total average interest bearing liabilities increased by $31.5 million, or 3.6%,
as a lower level of total average FHLB borrowings was more than offset by a
higher level of interest bearing deposits. Total interest bearing deposits
averaged $828 million in 2019 and increased when compared to the 2018 average by
$42.7 million, or 5.4%. The 2019 full year average of FHLB borrowed funds was
$63.4 million, which represented a decrease of  $14.7 million, or 18.8%. Total
deposits, including non-interest bearing demand deposits, averaged $980 million
for the full year of 2019, which was $19.9 million, or 2.1%, higher than the
$960 million average for the full year of 2018. Overall, the Company's loan to
deposit ratio averaged 89.1% in the fourth quarter of 2019 which we believe
indicated that the Company had ample capacity to grow its loan portfolio.

COMPONENT CHANGES IN NET INTEREST INCOME: 2019 VERSUS 2018.  Regarding the
separate components of net interest income, the Company's total interest income
in 2019 increased by $2.7 million, or 5.7%, when compared to 2018. Total average
earning assets increased by $6.7 million, or 0.6%, in 2019 as a lower level of
total average loans were more than offset by an increased level of total
investment securities. Also contributing to the higher level of interest income
was the earning asset yield increasing by 22 basis points from 4.39% to 4.61%.
All categories within the earning asset base demonstrated an interest income
increase between years. The average total loan portfolio yield increased by 25
basis points from 4.66% to 4.91% in 2019 while the yield on total investment
securities increased by 19 basis points from 3.17% to 3.36%.

Total investment securities averaged $194 million for the full year of 2019
which was $9.5 million, or 5.1%, higher than the $185 million average in 2018.
The growth in the investment securities portfolio occurred primarily as the year
progressed during 2018 and was the result of management taking advantage of the
rising interest rate environment experienced during 2018 which provided an
attractive market for additional security purchases. Purchases primarily focused
on federal agency mortgage backed securities due to the ongoing cash flow that
these securities provide. Also, management continued its portfolio
diversification strategy through purchases of high quality corporate and taxable
municipal securities. Investment security purchase activity slowed significantly
during 2019 as the interest rate market was less favorable.

Total loans averaged $875 million for the full year of 2019 which was
$6.6 million, or 0.7%, lower than the 2018 full year average. Overall, total
loan originations in 2019 exceeded the prior year's level by $50.4 million and
also exceeded another strong level of loan payoffs during the year. However,
because of the high level of loan payoffs received late in 2018, the full year
average comparison between years was unfavorable. Loan pipelines remained strong
throughout 2019. Loan interest income increased by $1.9 million, or 4.6%,
between the full year of 2019 and the full year of 2018. The higher loan
interest income primarily reflected the Federal Reserve increasing the federal
funds interest rate in 2018. This resulted in new loans originating at higher
yields throughout 2018 and during the first half of 2019 and also caused the
upward repricing of certain loans tied to LIBOR or the prime rate as both of
these indices moved up with the federal funds rate increases in 2018. Certain
floating rate loans, however, did reprice down in the second half of 2019 as the
Federal Reserve reduced the federal funds rate by a total of 75 basis points in
the second half of 2019. Also, included in the favorable year over year loan
interest income increase was a higher level of loan fee income by $325,000, due
primarily to prepayment fees collected on certain early loan payoffs.

Total interest expense for the twelve months of 2019 increased by $2.7 million,
or 23.5%, when compared to 2018, due to higher levels of deposit interest
expense which more than offset a slight decrease in borrowings interest expense.
Deposit interest expense in 2019 was higher by $2.7 million, or 32.5%, for the
full the year which reflected the higher level of total average interest bearing
deposits and certain indexed money market accounts repricing upward due to the
impact of the Federal Reserve increasing interest rates during 2018. The full
year average cost of total interest bearing deposits increased between years by
28 basis points from 1.07% in 2018 to 1.35% in 2019. Even though total average
interest bearing deposit cost increased for the full year of 2019, the Company
did experience deposit pricing relief during the third and fourth quarters of
2019 because of the Federal Reserve easing interest rates late in July,
September and October of 2019. Specifically, the Company's cost of interest
bearing deposits declined by 10 basis points between the third and fourth
quarters of 2019. However, the Company continued to experience competitive
market pressure to retain existing deposit customers and attract new customer
deposits. Customer product preference changed as well in 2019 resulting in
movement of funds from non-interest bearing demand deposit accounts and lower
yielding money market accounts into higher yielding certificates of deposits.
Overall, total deposits grew during the year and averaged $980 million for the
full year of 2019, which was $19.9 million, or 2.1%, higher than the 2018 full
year average.

The Company experienced a $21,000, or 0.7%, decrease in the interest cost of
borrowings for the full year of 2019. The decline was a result of the lower
total average borrowings balance between years combined with the impact from the
Federal Reserve's action to decrease interest rates three times in 2019 and the
immediate impact that those rate decreases

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had on the cost of overnight borrowed funds and the replacement of matured FHLB
term advances. The total full year average term advance borrowings balance
increased by approximately $7.3 million, or 16.3%, when compared to the full
year 2018. This increase was due to the inversion demonstrated by the U.S.
Treasury Yield Curve in 2019 and resulted in certain term advances costing less
than overnight borrowed funds. Overall, the 2019 full year average of FHLB
borrowed funds was $63.4 million, which represented a decrease of
$14.7 million, or 18.8%, due to the increase in total average deposits.

The table that follows provides an analysis of net interest income on a
tax-equivalent basis setting forth (i) average assets, liabilities, and
stockholders' equity, (ii) interest income earned on interest earning assets and
interest expense paid on interest bearing liabilities, (iii) average yields
earned on interest earning assets and average rates paid on interest bearing
liabilities, (iv) interest rate spread (the difference between the average yield
earned on interest earning assets and the average rate paid on interest bearing
liabilities), and (v) net interest margin (net interest income as a percentage
of average total interest earning assets). For purposes of this table, loan
balances include non-accrual loans, and interest income on loans includes loan
fees or amortization of such fees which have been deferred, as well as interest
recorded on certain non-accrual loans as cash is received. Regulatory stock is
included within available for sale investment securities for this analysis.
Additionally, a tax rate of 21% was used to compute tax-equivalent interest
income and yields (non-GAAP). The tax equivalent adjustments to interest income
on loans and municipal securities for the years ended December 31, 2020, 2019,
and 2018 was 24,000, 24,000, and 21,000, respectively, which is reconciled to
the corresponding GAAP measure at the bottom of the table. Differences between
the net interest spread and margin from a GAAP basis to a tax-equivalent basis
were not material.


                                                                             YEAR ENDED DECEMBER 31,
                                                2020                                   2019                                   2018
                                                INTEREST                                INTEREST                               INTEREST
                                  AVERAGE        INCOME/      YIELD/      AVERAGE       INCOME/      YIELD/      AVERAGE       INCOME/      YIELD/
                                  BALANCE        EXPENSE       RATE       BALANCE       EXPENSE       RATE       BALANCE       EXPENSE       RATE

                                                                        (IN THOUSANDS, EXCEPT PERCENTAGES)
Interest earning assets:
Loans, net of unearned
income                          $   923,269    $    40,652      4.40 %  $   875,198    $   42,957      4.91 %  $   881,767    $   41,049      4.66 %
Deposits with banks                   3,137             15      0.46          1,018            24      2.32          1,023            20      1.90
Short-term investments               28,831            231      0.80         10,552           293      2.77          6,725           201      3.00
Investment securities:
Available for sale                  145,788          4,591      3.15        153,458         5,090      3.32        145,162         4,527      3.12
Held to maturity                     41,994          1,417      3.37       

40,553 1,427 3.52 39,388 1,318 3.35 Total investment securities 187,782 6,008 3.20 194,011 6,517 3.36 184,550 5,845 3.17 TOTAL INTEREST EARNING ASSETS/ INTEREST INCOME

           1,143,019         46,906      4.11      1,080,779        49,791      4.61      1,074,065        47,115      4.39
Non-interest earning assets:
Cash and due from banks              18,091                                  20,239                                 23,067
Premises and equipment               18,439                                  17,928                                 12,480
Other assets                         70,867                                  64,083                                 62,040
Allowance for loan losses           (9,732)                                 (8,404)                                (9,866)
TOTAL ASSETS                    $ 1,240,684                             $ 1,174,625                            $ 1,161,786
Interest bearing
liabilities:
Interest bearing deposits:
Interest bearing demand         $   175,088    $       483      0.28 %  $  

170,326    $    1,595      0.94 %  $   138,572    $    1,134      0.82 %
Savings                             104,442            148      0.14         96,783           162      0.17         98,035           163      0.17
Money market                        234,771          1,031      0.44        234,387         2,525      1.08        249,618         2,183      0.87
Other time                          345,228          5,972      1.73        326,867         6,907      2.11        299,391         4,963      1.66
Total interest bearing
deposits                            859,529          7,634      0.89        

828,363 11,189 1.35 785,616 8,443 1.07 Federal funds purchased and other short-term borrowings

           4,947             29      0.58         11,088           288      2.59         33,126           720      2.17
Advances from Federal Home
Loan Bank                            64,046          1,099      1.72         52,309         1,090      2.09         44,974           797      1.77
Guaranteed junior
subordinated deferrable
interest debentures                  13,085          1,121      8.57         13,085         1,121      8.57         13,085         1,120      8.57
Subordinated debt                     7,650            520      6.80          7,650           520      6.80          7,650           520      6.80
Lease liabilities                     3,949            112      2.84          3,444           117      3.40              -             -         -
TOTAL INTEREST BEARING
LIABILITIES/INTEREST EXPENSE        953,206         10,515      1.10        915,939        14,325      1.56        884,451        11,600      1.31
Non-interest bearing
liabilities:
Demand deposits                     175,336                                 151,292                                174,108
Other liabilities                    10,340                                   7,271                                  7,077
Stockholders' equity                101,802                                 100,123                                 96,150
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY            $ 1,240,684                             $ 1,174,625                            $ 1,161,786
Interest rate spread                                            3.01                                   3.05                                   3.08
Net interest income/net
interest margin                                     36,391      3.19 %                     35,466      3.29 %                     35,515      3.31 %
Tax-equivalent adjustment                             (24)                                   (24)                                   (21)
Net interest income                            $    36,367                             $   35,442                             $   35,494

Net interest income may also be analyzed by segregating the volume and rate components of interest income and interest expense. The table below sets forth an analysis of volume and rate changes in net interest income on a tax-


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equivalent basis. For purposes of this table, changes in interest income and
interest expense are allocated to volume and rate categories based upon the
respective percentage changes in average balances and average rates. Changes in
net interest income that could not be specifically identified as either a rate
or volume change were allocated proportionately to changes in volume and changes
in rate.




                                              2020 vs. 2019                       2019 vs. 2018
                                           INCREASE (DECREASE)                 INCREASE (DECREASE)
                                            DUE TO CHANGE IN:                   DUE TO CHANGE IN:
                                    AVERAGE                               AVERAGE
                                     VOLUME       RATE         TOTAL       VOLUME      RATE       TOTAL

                                                               (IN THOUSANDS)
INTEREST EARNED ON:
Loans, net of unearned income       $  2,587    $ (4,892)    $ (2,305)    $  (308)    $ 2,216    $ 1,908
Deposits with banks                     (15)            6          (9)           -          4          4
Short-term investments                 (105)           43         (62)         106       (14)         92
Investment securities:
Available for sale                     (246)        (253)        (499)         265        298        563
Held to maturity                          50         (60)         (10)          40         69        109
Total investment securities            (196)        (313)        (509)         305        367        672
Total interest income                  2,271      (5,156)      (2,885)         103      2,573      2,676
INTEREST PAID ON:
Interest bearing demand deposits          46      (1,158)      (1,112)         281        180        461
Savings deposits                          11         (25)         (14)         (1)          -        (1)
Money market                               4      (1,498)      (1,494)       (116)        458        342
Other time deposits                      424      (1,359)        (935)         492      1,452      1,944
Federal funds purchased and
other short-term borrowings            (108)        (151)        (259)       (609)        177      (432)
Advances from Federal Home Loan
Bank                                      43         (34)            9         139        154        293
Guaranteed junior subordinated
deferrable interest debentures             -            -            -           -          1          1
Lease liabilities                        (6)            1          (5)         117          -        117
Total interest expense                   414      (4,224)      (3,810)         303      2,422      2,725
Change in net interest income       $  1,857    $   (932)    $     925    $  (200)    $   151    $  (49)




LOAN QUALITY.  The Company's written lending policies require underwriting, loan
documentation, and credit analysis standards to be met prior to funding any
loan. After the loan has been approved and funded, continued periodic credit
review is required. The Company's policy is to individually review, as
circumstances warrant, each of its commercial and commercial mortgage loans to
determine if a loan is impaired. At a minimum, credit reviews are mandatory for
all commercial and commercial mortgage loan relationships with aggregate
balances in excess of  $1,000,000 within a 12-month period. The Company has also
identified three pools of small dollar value homogeneous loans which are
evaluated collectively for impairment. These separate pools are for small
business relationships with aggregate balances of  $250,000 or less, residential
mortgage loans and consumer loans. Individual loans within these pools are
reviewed and removed from the pool if factors such as significant delinquency in
payments of 90 days or more,

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bankruptcy, or other negative economic concerns indicate impairment. The following table sets forth information concerning the Company's loan delinquency and other non-performing assets.






                                                              AT DECEMBER 31,
                                                         2020        2019       2018

                                                               (IN THOUSANDS,
                                                             EXCEPT PERCENTAGES)
Total accruing loans past due 30 to 89 days            $  5,504    $  2,956    $ 4,752
Total non-accrual loans                                   2,500       1,487 

1,221


Total non-performing assets including TDRs (1)            3,331       2,339 

1,378


Loan delinquency as a percentage of total loans,
net of unearned income                                     0.56 %      0.33 %     0.55 %
Non-accrual loans as a percentage of total loans,
net of unearned income                                     0.26        0.17 

0.14


Non-performing assets as a percentage of total
loans, net of unearned income, and other real
estate owned                                               0.34        0.26 

0.16


Non-performing assets as a percentage of total
assets                                                     0.26        0.20 

0.12


Total classified loans (loans rated substandard or
doubtful) (2)                                          $ 11,829    $ 16,338    $ 4,302

--------------------------------------------------------------------------------

Non-performing assets are comprised of (i) loans that are on a non-accrual (1) basis, (ii) loans that are contractually past due 90 days or more as to

interest and principal payments, (iii) performing loans classified as

troubled debt restructuring and (iv) other real estate owned.

(2) Total includes residential real estate and consumer loans that are considered


    non-performing.




Overall, the Company continues to maintain good asset quality. The continued
successful ongoing problem credit resolution efforts of the Company is
demonstrated in the table above as levels of non-accrual loans, non-performing
assets, and loan delinquency are well below 1% of total loans. Accruing loan
delinquency increased $2.5 million since the prior year-end and now totals $5.5
million. This increase is the result of several commercial and commercial real
estate loan borrowers demonstrating delinquency during the fourth quarter of
2020. Slightly offsetting this increase in commercial loan delinquency during
the fourth quarter was a decrease in residential mortgage loan delinquency. In
addition, the Company experienced an increase in non-accrual loans due,
primarily, to higher non-accrual residential mortgage loans which also led to an
increase in non-performing assets in 2020. The Company did experience a decrease
in classified loans during 2020 due to the upgrade of certain commercial loans
from substandard.

In 2020, the Company, as suggested by the Federal Reserve, granted loan payment
modifications to customers experiencing difficulty during this tough economic
time. Requested modifications primarily consist of the deferral of principal
and/or interest payments for a period of three to six months and maturity date
extensions. Initially, the balance of loan modifications related to COVID-19
that were granted to our customers totaled $200 million. At December 31, 2020,
loans totaling approximately $49.1 million, or 5.3% of total loans, were on a
payment modification plan, most of which are borrowers who were granted a second
loan payment deferral. Included within this total were 19 commercial borrowers
with loans totaling $47 million. Management is carefully monitoring asset
quality with a particular focus on customers that have requested these payment
deferrals. As we reached the end of the initial deferral time periods, deferral
extension requests were considered based upon the customer's needs and their
impacted industry, borrower and guarantor capacity to service debt as well as
issued regulatory guidance. See the disclosures regarding COVID-19 related
modifications within the Non-Performing Assets Including Troubled Debt
Restructurings footnote.

We also continue to closely monitor the loan portfolio given the number of
relatively large-sized commercial and commercial real estate loans within the
portfolio. As of December 31, 2020, the 25 largest credits represented 22.6% of
total loans outstanding, which represents a decrease from December 31, 2019 when
it was 24.3%.

ALLOWANCE AND PROVISION FOR LOAN LOSSES.  As described in more detail in the
Critical Accounting Policies and Estimates section of this MD&A, the Company
uses a comprehensive methodology and procedural discipline to maintain an ALL to
absorb inherent losses in the loan portfolio. The Company believes this is a

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critical accounting policy since it involves significant estimates and
judgments. The following table sets forth changes in the ALL and certain ratios
for the periods ended.




                                                     YEAR ENDED DECEMBER 31,
                                     2020         2019         2018         2017         2016

                                           (IN THOUSANDS, EXCEPT RATIOS AND PERCENTAGES)
Balance at beginning of year       $   9,279    $   8,671    $  10,214    $   9,932    $   9,921
Charge-offs:
Commercial                             (111)          (9)        (574)        (311)      (3,662)
Commercial loans secured by
non-owner occupied real estate             -         (63)            -        (132)         (82)
Real estate - residential
mortgage                               (233)         (98)        (380)        (313)        (208)
Consumer                               (143)        (262)        (251)        (172)        (344)
Total charge-offs                      (487)        (432)      (1,205)        (928)      (4,296)
Recoveries:
Commercial                                 4           22           31           27          169
Commercial loans secured by
non-owner occupied real estate            44           48           51           56           58
Real estate - residential
mortgage                                  62          118          119          207          100
Consumer                                  68           52           61          120           30
Total recoveries                         178          240          262          410          357
Net charge-offs                        (309)        (192)        (943)        (518)      (3,939)
Provision (credit) for loan
losses                                 2,375          800        (600)          800        3,950
Balance at end of year             $  11,345    $   9,279    $   8,671    $  10,214    $   9,932
Loans and loans held for sale,
net of unearned income:
Average for the year               $ 923,269    $ 875,198    $ 881,767    $ 893,849    $ 887,679
At December 31,                      978,345      887,574      863,129      892,758      886,858
As a percent of average loans:
Net charge-offs                         0.03 %       0.02 %       0.11 %       0.06 %       0.44 %
Provision (credit) for loan
losses                                  0.26         0.09       (0.07)         0.09         0.44
Allowance as a percent of each
of the following:
Total loans, net of unearned
income                                  1.16         1.05         1.00         1.14         1.12
Total accruing delinquent loans
(past due 30 to 89 days)              206.12       313.90       182.47       124.90       302.99
Total non-accrual loans               453.80       624.01       710.16       338.66       619.59
Total non-performing assets           340.59       396.71       629.25       336.65       611.58
Allowance as a multiple of net
charge-offs                           36.72x       48.33x        9.20x       19.72x        2.52x




For 2020, the Company recorded a $2,375,000 provision expense for loan losses
compared to an $800,000 provision expense in 2019. The Company continues to
build the allowance for loan losses given the overall economic climate and the
uncertainty that exists because of the COVID-19 pandemic. The 2020 provision
reflects management strengthening certain qualitative factors within the
allowance for loan losses calculation and downgrades of loan relationships that
are reflective of the industries that have been especially negatively impacted
from the pandemic and are demonstrating a slow pace of recovery. Earlier in
2020, several loans from the hotel industry were downgraded. Additionally during
the fourth quarter, the downgrade of a hospitality related credit and a large
transportation related credit, as well as the loan growth experienced also
resulted in the provision increasing. The recovery efforts of many of these
borrowers experiencing a downgrade stalled during the fourth quarter due to the
rise in COVID cases which caused additional safety measures and restrictions to
be put in place on their businesses. While these borrowers will need additional
time to recover, we remain encouraged by their efforts to work through the
pandemic and signs of improvement in their operations. The Company experienced
net loan charge-offs of $309,000, or 0.03% of total loans, in 2020 compared to
net loan charge-offs of  $192,000, or 0.02% of total loans, in 2019. As a result
of the provision expense sharply exceeding net loan charge-offs, the balance in
the allowance for loan losses increased by over $2 million in 2020.
Nonperforming assets totaled $3.3 million, or 0.34% of total loans, at
December 31, 2020. Management is carefully monitoring asset quality with a
particular focus on loan customers that have requested a second payment deferral
during this difficult economic time. The Asset Quality Task Force is meeting at
least monthly to review these particular

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relationships, receiving input from the business lenders regarding their ongoing
discussions with the borrowers. In summary, the allowance for loan losses
provided 341% coverage of non-performing assets, and 1.16% of total loans, at
December 31, 2020, compared to 397% coverage of non-performing assets, and 1.05%
of total loans, at December 31, 2019. Note that the reserve coverage to total
loans, excluding PPP loans, is 1.23% (non-GAAP) at December 31, 2020.

Management believes that this non-GAAP measure provides a greater understanding
of ongoing operations and enhances comparability of results of operations with
prior periods. The Company believes that investors may use this non-GAAP measure
to analyze the Company's financial condition without impact of unusual items or
events that may obscure trends in the Company's underlying financial condition.
This non-GAAP data should be considered in addition to results prepared in
accordance with GAAP, and is not a substitute for, or superior to, GAAP results.
Limitations associated with non-GAAP financial measures include the risks that
persons might disagree as to the appropriateness of items included in these
measures and that different companies might calculate these measures
differently. The following table sets forth the calculation of the Company's
allowance for loan loss reserve coverage to total loans (GAAP) and the reserve
coverage to total loans, excluding PPP loans (non-GAAP), at December 31, 2020
(in thousands, except percentages).


                                                               DECEMBER 31,
                                                                   2020
     Allowance for loan losses                                $        

11,345


     Total loans, net of unearned income(1)                           

978,345


     Reserve coverage                                                    

1.16 %

Reserve coverage to total loans, excluding PPP loans:


     Allowance for loan losses                                $        

11,345


     Total loans, net of unearned income(1)                           978,345
     PPP loans                                                       (58,344)
                                                                      920,001
     Non-GAAP reserve coverage                                           

1.23 %

(1) Includes loans and loans held for sale





For 2019, the Company recorded an $800,000 provision expense for loan losses
compared to a $600,000 provision recovery in 2018 which resulted in a net
unfavorable shift of  $1.4 million between years. The rating downgrade of a
$6.5 million performing commercial loan to substandard as a result of the
unexpected death of a borrower caused a $675,000 increase in fourth quarter 2019
provision expense. This rating action was prudent due to the inherent
uncertainties associated with a large estate liquidation. The Company
experienced net loan charge-offs of only $192,000, or 0.02% of total loans, in
2019 compared to net loan charge-offs of  $943,000, or 0.11% of total loans, in
2018. Overall, nonperforming assets totaled $2.3 million, or only 0.26% of total
loans, at December 31, 2019. In summary, the allowance for loan losses provided
397% coverage of non-performing assets, and 1.05% of total loans, at
December 31, 2019, compared to 629% coverage of non-performing assets, and 1.00%
of total loans, at December 31, 2018.

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




                                                                         AT DECEMBER 31,
                                2020                   2019                   2018                    2017                   2016
                                    PERCENT                PERCENT                PERCENT                 PERCENT                PERCENT
                                    OF LOANS               OF LOANS               OF LOANS                OF LOANS               OF LOANS
                                    IN EACH                IN EACH                IN EACH                 IN EACH                IN EACH
                                    CATEGORY               CATEGORY               CATEGORY                CATEGORY               CATEGORY
                                    TO TOTAL               TO TOTAL               TO TOTAL                TO TOTAL               TO TOTAL
                         AMOUNT      LOANS      AMOUNT      LOANS      AMOUNT      LOANS       AMOUNT      LOANS      AMOUNT      LOANS

                                                               (IN THOUSANDS, EXCEPT PERCENTAGES)
Commercial              $  3,472        31.4 %  $ 3,951        30.1 %  $ 3,057        29.0 %  $  4,298        28.0 %  $ 4,041        29.8 %
Commercial loans
secured by non-owner
occupied real estate       5,373        41.2      3,119        41.2      3,389        41.4       3,666        42.0      3,584        40.2
Real
estate - residential
mortgage                   1,292        25.7      1,159        26.6      1,235        27.6       1,102        27.8      1,169        27.8
Consumer                     115         1.7        126         2.1        127         2.0         128         2.2        151         2.2
Allocation to
general risk               1,093           -        924           -       

863           -       1,020           -        987           -
Total                   $ 11,345       100.0 %  $ 9,279       100.0 %  $ 8,671       100.0 %  $ 10,214       100.0 %  $ 9,932       100.0 %




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Even though residential real estate mortgage loans comprise 25.7% of the
Company's total loan portfolio, only $1.3 million, or 11.4%, of the total ALL is
allocated against this loan category. The residential real estate mortgage loan
allocation is based upon the Company's three-year historical average of actual
loan charge-offs experienced in that category and other qualitative factors. The
disproportionately higher allocations for commercial loans and commercial loans
secured by non-owner occupied real estate reflect the increased credit risk
associated with those types of lending, the Company's historical loss experience
in these categories, and other qualitative factors.

Based on the Company's current ALL methodology and the related assessment of the
inherent risk factors contained within the Company's loan portfolio, we believe
that the ALL is adequate at December 31, 2020 to cover losses within the
Company's loan portfolio.

NON-INTEREST INCOME. Non-interest income for 2020 totaled $16.3 million, an increase of $1.5 million, or 10.2%, from 2019. Factors contributing to this higher level of non-interest income in 2020 included:

a $658,000, or 76.1%, increase in income from residential mortgage loan sales

? into the secondary market due to the strong level of residential mortgage loan

production. The higher level of residential mortgage loan production also

resulted in mortgage related fees increasing by $257,000, or 85.1%;

the Company recognized a $500,000 impairment charge on a Community Reinvestment

? Act (CRA) related investment in 2019 and there was no charge in 2020 since the

full investment was written off last year;

a $482,000, or 5.0%, increase in wealth management fees. In addition to an

improved level of fee income from the financial services business unit, the

entire wealth management division has been resilient and performed well in

? spite of the major market value decline that occurred in late March. The market

value of wealth management assets recovered and improved from the pre-pandemic

valuation, exceeding the March 31, 2020 market value by 25% and also exceeding

the market value as of December 31, 2019 by 11%;

a $368,000, or 29.0%, decrease in service charges on deposit accounts as

? consumer spending activity-based fees such as deposit service charges, which

include overdraft fees, decreased significantly with the shutdown of the

economy and has been slow to improve given the pace of the economic recovery;

a $261,000, or 50.1%, increase in revenue from bank owned life insurance due to

? the receipt of a $91,000 death claim and a financial floor taking hold which

caused increased earnings and a higher rate of return on certain policies; and

? no investment security sale activity occurred in 2020 after the Company

recognized a $118,000 net realized gain on investment securities in 2019.

Non-interest income for 2019 totaled $14.8 million, an increase of $549,000, or 3.9%, from 2018. Factors contributing to this higher level of non-interest income in 2019 included:

the Company recognized a $500,000 impairment charge on other investments

related to a Community Reinvestment Act (CRA) investment. The Small Business

? Administration (SBA) provided formal notice that the managing company of this

particular fund was placed into receivership which caused us to write off the

full investment;

net gains on loans held for sale increased by $376,000, or 76.9%, between years

due to increased residential mortgage loan sales in the secondary market as the

lower interest rate environment in the second half of 2019 resulted in a

? greater level of residential mortgage loan production. In addition to increased

residential mortgage originations, the full year favorable comparison in 2019

was also due to the sale of the guaranteed portion of a SBA guaranteed loan


   that resulted in a $197,000 gain;


   the Company recognized a net realized gain on investment securities of

$118,000 in 2019 compared to a $439,000 net loss in 2018 as the opportunity

? existed to capture gains on certain securities that demonstrated higher than

typical market appreciation in the low interest rate environment. The 2018 net


   loss resulted from the Company repositioning a portion of the investment
   portfolio for stronger future returns;


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? a $149,000, or 10.5%, decrease in revenue from deposit service charges was due

primarily to a reduced level of overdraft fee income;

? a $106,000, or 54.1%, increase in mortgage related fees was due to the higher

level of residential mortgage loan production;

a $103,000, or 4.4%, increase in other income was due to higher letter of

? credit fees and increased revenue from check supply sales as a result of a

favorable vendor contract renegotiation; and

a $71,000, or 0.7%, increase in wealth management fees was primarily due to the

? Company benefitting from a continuing increase in market values for assets

under management as well as management's effective execution of managing client

accounts.

NON-INTEREST EXPENSE. Non-interest expense for 2020 totaled $44.5 million, which represents a $2.6 million, or 6.3%, increase from 2019. Factors contributing to the higher non-interest expense in 2020 included:

a $2.0 million, or 7.7%, increase in salaries & benefits expense was due to

increased incentive compensation, total salaries, pension expense, and health

care costs. A $645,000, or 57.9%, increase in incentive compensation was

primarily due to commissions earned as a result of increased residential

mortgage loan production. Total salaries are higher by $625,000, 3.5%, for the

? year primarily due to separation costs related to the elimination of a

management position and annual merit increases. Pension expense increased by

$506,000, or 30.4%, as a result of the unfavorable impact that the lower

interest rate environment has on the discount rates that are used to revalue


   the defined benefit pension obligation each year. In addition, there was a
   $424,000, or 13.9%, increase in health care costs;

FDIC deposit insurance expense increased by $381,000 and returned to a more

? normal level after the benefit from the application of the Small Bank

Assessment Credit regulation expired earlier this year;

a $334,000, or 6.8%, increase in professional fees resulted from higher

appraisal fees due to the significantly higher level of residential mortgage

? loan production, higher legal fees related to PPP loan processing, personnel

related matters and an increased level of outside professional services related


   costs; and


   a $215,000, or 3.8%, decrease in other expense due to reduced outside

processing fees and telephone costs as well as a lower level of meals and

? travel costs that relates to travel restrictions from the pandemic. In

addition, the favorable comparison for other expense also resulted from a

reduction recognized for the unfunded commitment reserve.

Non-interest expense for 2019 totaled $41.8 million, which represents a $942,000, or 2.3%, increase from 2018. Factors contributing to the higher non-interest expense in 2019 included:

a $1.1 million, or 4.4%, increase in salaries & benefits expense was due to

annual merit increases, the addition of several employees to address management

? succession planning as well as our expansion into the Hagerstown, Maryland

market. Increased pension and health care costs also contributed to the higher

employee costs between years;

a $457,000, or 82.0%, reduction in FDIC insurance expense. As part of the

? application of the Small Bank Assessment Credit regulation, the FDIC awarded

community banks under $10 billion in assets an assessment credit because the

banking industry reserve ratio exceeded its 1.38% target;

a $397,000, or 7.6%, increase in other expense was due to additional expense

? for the unfunded commitment reserve as a result of increased loan approvals in

2019, as well as, an increased investment in technology as evidenced by higher

website costs and additional telecommunications expense; and

? a $154,000, or 3.1%, decrease in professional fees was due to lower legal fees

and other professional fees.




INCOME TAX EXPENSE.  The Company recorded an income tax expense of  $1.2
million, or an effective tax rate of 20.9%, in 2020, compared to income tax
expense of  $1.6 million, or a 20.7% effective tax rate, in 2019, and compared
to income tax expense of  $1.7 million, or a 17.8% effective tax rate, in 2018.
The higher effective tax rate in

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2020 reflects the recognition of additional income tax expense due to the
write-off of a deferred tax asset that will not be realized due to the
dissolution of the Company's small life insurance subsidiary. Due to the
enactment of the Tax Cuts and Jobs Act late in the fourth quarter of 2017, the
Company was able to achieve a greater income tax benefit in the third quarter of
2018 by making a one-time additional contribution to the defined benefit pension
plan resulting in a lower effective tax rate for that year. The Company's
deferred tax asset was $1.6 million at December 31, 2020.

SEGMENT RESULTS.  The community banking segment reported a net income
contribution of $10.1 million in 2020 which decreased from the $10.9 million
contribution in 2019 and also decreased from the $11.1 million contribution in
2018. The primary driver for the lower level of net income in 2020 was the
Company recording an $2,375,000 provision expense for loan losses compared to an
$800,000 provision in 2019. This is discussed previously in the "Allowance and
Provision for Loan Losses" section within this document. The downward shift in
the U.S. Treasury yield curve between years along with the Federal Reserve's
actions to decrease the fed funds rate three times in the second half of 2019
and by 150 basis points in March of 2020 negatively impacted the Company's
earning asset margin performance. As a result, total loan interest income
decreased between years. Partially offsetting the unfavorable impact that the
lower interest rate environment had on loan interest income was the additional
processing fee income and interest income that the Company recorded from PPP
lending activity, which totaled $1,873,000 for 2020. The exceptionally stronger
level of residential mortgage loan activity in 2020 resulted in this segment
recognizing a higher gain on the sale of residential mortgage loans in the
secondary market and a corresponding greater level of mortgage related fee
income. Also favorably impacting net income was this segment experiencing
deposit cost relief as total deposit interest expense decreased between years
due to management's action to lower pricing of several deposit products, given
the declining interest rate environment. The decrease to total deposit interest
expense occurred even though total deposits reached record levels which is
described previously in the MD&A. Net income from this segment was also
favorably impacted by a higher level of revenue from bank owned life insurance
due to the receipt of a death claim received late in the year and a financial
floor taking hold which caused increased earnings from a higher rate of return
on certain policies. Finally, and unfavorably impacting net income were
increases to total employee costs, a higher level of FDIC insurance expense and
increased professional fees.

The wealth management segment's net income contribution was $2.0 million in 2020
compared to $1.9 million in 2019 and $1.8 million in 2018. The increase is due
to wealth management fees increasing in both time periods as this segment was
positively impacted by management's effective execution of managing client
accounts. The entire wealth management segment has been resilient and performed
well in spite of the volatility of the markets and a major market value decline
that occurred in late March. The wealth management segment also benefitted from
a lower level of meals & travel related expenses due to travel restrictions from
the pandemic. Slightly offsetting these favorable items were higher levels of
professional fees, incentive compensation and equipment costs. Overall, the fair
market value of trust assets under administration totaled $2.481 billion at
December 31, 2020, an increase of $243 million, or 10.9%, from the December 31,
2019 total of $2.238 billion.

The investment/parent segment reported a net loss of  $7.5 million in 2020,
which was greater than the net loss of  $6.8 million in 2019 and $5.1 million in
2018. The increased loss was due to securities interest income decreasing by a
higher amount than the decrease to total short term FHLB borrowings interest
expense. Also, short-term investment interest income decreased in 2020 even
though the Company experienced exceptionally strong growth in its liquidity
position between years from the significant influx of deposits that resulted
from the government stimulus programs. The yields on commercial paper decreased
significantly during the second half of 2020 and resulted in reduced interest
income. The greater net loss at the segment also results from higher employee
costs and greater miscellaneous expenses. Finally, and favorably impacting this
segment, there were no security sale gains or losses recognized during 2020
after this segment recognized a net loss of $382,000 in 2019 due to an
impairment charge on a CRA investment which more than offset net security sale
gain income.

For greater discussion on the future strategic direction of the Company's key
business segments, see "Management's Discussion and Analysis - Forward Looking
Statements." For a more detailed analysis of the segment results, see Note 23.

BALANCE SHEET.  The Company's total consolidated assets of  $1.280 billion at
December 31, 2020 increased by $108.5 million, or 9.3%, from the $1.171 billion
level at December 31, 2019. The increase to total consolidated assets was due
primarily to a $90.8 million, or 10.2%, increase in total loans, a $6.7 million,
or 3.7%, increase in investment securities, and a $9.3 million, or 42.1%,
increase in cash balances. Overall, our loan portfolio benefitted from the
increasing commercial loan production that began late in the third quarter and
continued throughout the fourth quarter. We also continued to experience strong
residential mortgage loan production. This commercial and residential mortgage

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loan growth combined with AmeriServ's participation in the Small Business
Administration's (SBA) 100% guaranteed Paycheck Protection Program (PPP)
resulted in a higher level of loans. The Company was selective in 2020 when
purchasing the more typical types of securities that have been purchased
historically as the market was less favorable for purchases. To somewhat offset
the unfavorable market for the more traditional types of purchases, the Company
has been active since March purchasing corporate securities, particularly
subordinated debt issued by other financial institutions along with taxable
municipal securities. Our liquidity position continues to be strong due to the
significant influx of deposits that resulted from the government stimulus
programs and as customers continue to be cautious and are demonstrating reduced
spending activity due to the economic uncertainty.

The Company's deposits at period end reached a record level and increased by
$94.4 million, or 9.8%, reflecting the benefit of government stimulus programs
and reduced consumer spending in 2020. Total short-term and FHLB borrowings
increased $13.6 million, or 17.9%. Specifically, total FHLB term advances
increased by $11.3 million, or 21.1%, and totaled $65.0 million. The Company has
utilized these term advances to help manage interest rate risk and take
advantage of the lower yield curve to prudently extend borrowings. During 2020,
the rate on certain FHLB term advances was lower than the rate on overnight
borrowed funds.

Total stockholders' equity increased by $5.8 million, or 5.9%, since year-end
2019. Capital was increased during 2020 by the Company's $4.6 million of net
income, the $1.8 million positive impact experienced due to the improved market
value of the available for sale investment securities portfolio, and the $1.1
million positive impact from the annual revaluation of the Company's pension
obligation. Slightly offsetting these increases, was the $1.7 million common
stock cash dividend and $151,000 of common stock repurchases. The Company
returned approximately 41% of our 2020 earnings to our shareholders through the
accretive common stock repurchases and quarterly common stock cash dividend. The
Company continues to be considered well capitalized for regulatory purposes with
a risk based capital ratio of 12.93% and an asset leverage ratio of 9.29% at
December 31, 2020. The Company's book value per common share was $6.12, its
tangible book value per common share (non-GAAP) was $5.42 and its tangible
common equity to tangible assets ratio (non-GAAP) was 7.29% at December 31,
2020.

The tangible common equity ratio and tangible book value per share are
considered to be non-GAAP measures and are calculated by dividing tangible
equity by tangible assets or shares outstanding. The Company believes that these
non-GAAP financial measures provide information to investors that is useful in
understanding its financial condition. This non-GAAP data should be considered
in addition to results prepared in accordance with GAAP, and is not a substitute
for, or superior to, GAAP results. Limitations associated with non-GAAP
financial measures include the risks that persons might disagree as to the
appropriateness of items included in these measures, and, because not all
companies use the same calculation of tangible common equity and tangible
assets, this presentation may not be comparable to other similarly titled
measures calculated by other companies. The following table sets forth the
calculation of the Company's tangible common equity ratio and tangible book
value per share at December 31, 2020, 2019, and 2018 (in thousands, except share
and ratio data):




                                                              AT DECEMBER 31,
                                                    2020            2019            2018
Total shareholders' equity                      $    104,399    $     98,614    $     97,977
Less: Goodwill                                        11,944          11,944          11,944
Tangible equity                                       92,455          86,670          86,033
Total assets                                       1,279,713       1,171,184       1,160,680
Less: Goodwill                                        11,944          11,944          11,944
Tangible assets                                    1,267,769       1,159,240       1,148,736
Tangible common equity ratio (non-GAAP)                 7.29 %          7.48 %          7.49 %
Total shares outstanding                          17,060,144      

17,057,871 17,619,303 Tangible book value per share (non-GAAP) $ 5.42 $ 5.08 $ 4.88






LIQUIDITY.  The Company's liquidity position continues to be exceptionally
strong due to the significant influx of deposits that resulted from the
government stimulus programs and as customers continue to be cautious and are
demonstrating reduced spending activity due to the economic uncertainty. As a
result total deposits on December 31, 2020 reached a record level at 1.055
billion. In addition, the Company's loyal core deposit base continues to prove
to be a source of strength for the Company during periods of market volatility.
The core deposit base is adequate to fund the Company's operations. Cash flow
from maturities, prepayments and amortization of securities is used to help fund
loan growth. Average short-term investments were higher than they have been
historically which presented the challenge of profitably deploying this excess
liquidity given a steady decline in yields on short term investment products as
2020

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progressed. The pressure to find a suitable return on these excess liquid funds
eased during the fourth quarter given the loan growth that occurred. Due to the
loan growth, short term investment balances returned to a more normal, lower
level in the fourth quarter of 2020. We strive to operate our loan to deposit
ratio in a range of 80% to 100%. At December 31, 2020, the Company's loan to
deposit ratio was 92.7%. Given current commercial loan pipelines, which are now
at pre-pandemic levels, we are optimistic that we can grow our loan to deposit
ratio and remain within our guideline parameters. Also, we are positioned well
to support our local economy and provide the necessary assistance to our
community partners during this period of pandemic.

Liquidity can also be analyzed by utilizing the Consolidated Statements of Cash
Flows. Cash and cash equivalents increased by $9.3 million from December 31,
2019, to $31.5 million at December 31, 2020, due to $106.0 million of cash
provided by financing activities which more than offset $95.3 million of cash
used in investing activities and $1.4 million of cash used in operating
activities. Within financing activities, deposits increased by $94.4 million
while total FHLB borrowings also increased as term advances increased by $11.3
million and short-term borrowings increased by $2.3 million. Within investing
activities, cash advanced for new loans originated totaled $301.2 million and
was $89.0 million higher than the $212.2 million of cash received from loan
principal payments. Within operating activities, $87.1 million of mortgage loans
held for sale were originated while $87.3 million of mortgage loans were sold
into the secondary market.

The holding company had $5.9 million of cash, short-term investments, and
investment securities at December 31, 2020. Additionally, dividend payments from
our subsidiaries also provide ongoing cash to the holding company. At December
31, 2020, our subsidiary Bank had $12.6 million of cash available for immediate
dividends to the holding company under applicable regulatory formulas.
Management follows a policy that dividend payments from the Trust Company
approximate 75% of annual net income. Overall, we believe that the holding
company has good liquidity to meet its trust preferred debt service
requirements, its subordinated debt interest payments, and its common stock
dividend.

Financial institutions must maintain liquidity to meet day-to-day requirements
of depositors and borrowers, take advantage of market opportunities, and provide
a cushion against unforeseen needs. Liquidity needs can be met by either
reducing assets or increasing liabilities. Sources of asset liquidity are
provided by short-term investments, time deposits with banks, and federal funds
sold. These assets totaled $31.5 million and $22.2 million at December 31, 2020
and December 31, 2019, respectively. Maturing and repaying loans, as well as the
monthly cash flow associated with mortgage-backed securities and security
maturities are other significant sources of asset liquidity for the Company.

Liability liquidity can be met by attracting deposits with competitive rates,
using repurchase agreements, buying federal funds, or utilizing the facilities
of the Federal Reserve or the FHLB systems. The Company utilizes a variety of
these methods of liability liquidity. Additionally, the Company's subsidiary
bank is a member of the FHLB, which provides the opportunity to obtain short- to
longer-term advances based upon the Company's investment in certain residential
mortgage, commercial real estate, and commercial and industrial loans. At
December 31, 2020, the Company had $329 million of overnight borrowing
availability at the FHLB, $30 million of short-term borrowing availability at
the Federal Reserve Bank and $35 million of unsecured federal funds lines with
correspondent banks. The Company believes it has ample liquidity available to
fund outstanding loan commitments if they were fully drawn upon.

CAPITAL RESOURCES.  The Company meaningfully exceeds all regulatory capital
ratios for each of the periods presented and is considered well capitalized. The
Company's common equity tier 1 capital ratio was 10.06%, the tier 1 capital
ratio was 11.20%, and the total capital ratio was 12.93% at December 31, 2020.
The Company's tier 1 leverage ratio was 9.29% at December 31, 2020. We
anticipate that we will maintain our strong capital ratios throughout 2021.

Capital generated from earnings will be utilized to pay the common stock cash
dividend and will support controlled balance sheet growth. Our common dividend
payout ratio for the full year 2020 was 37.0%. Total Parent Company cash was
$5.9 million at December 31, 2020. There is a particular emphasis on ensuring
that the subsidiary bank has appropriate levels of capital to support its
non-owner occupied commercial real estate loan concentration, which stood at
348% of regulatory capital at December 31, 2020. While we work through the
COVID-19 pandemic, our focus is on preserving capital to support customer
lending and managing heightened credit risk due to the downturn in the economy.
Additionally, we currently believe that we have sufficient capital and earnings
power to continue to pay our common stock cash dividend at its current rate of
$0.025 per quarter.

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

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






                                                                   MINIMUM CAPITAL RATIO
                                                     MINIMUM           PLUS CAPITAL
                                                  CAPITAL RATIO     CONSERVATION BUFFER
Common equity tier 1 capital to risk-weighted
assets                                                      4.5 %                    7.0 %
Tier 1 capital to risk-weighted assets                      6.0             

8.5


Total capital to risk-weighted assets                       8.0             

10.5


Tier 1 capital to total average consolidated
assets                                                      4.0




In the first quarter of 2020, the Company completed the common stock repurchase
program, which it had announced on April 16, 2019, where it bought back 526,000
shares, or 3%, of its common stock over a 12-month period at a total cost of
$2.23 million. Specifically, during the first three months of 2020, the Company
was able to repurchase 35,962 shares of its common stock and return $151,000 of
capital to its shareholders through this program. Evaluation of a new common
stock buyback program is on hold. At December 31, 2020, the Company had
approximately 17.1 million common shares outstanding.

INTEREST RATE SENSITIVITY.  Asset/liability management involves managing the
risks associated with changing interest rates and the resulting impact on the
Company's net interest income, net income and capital. The management and
measurement of interest rate risk at the Company is performed by using the
following tools: 1) simulation modeling, which analyzes the impact of interest
rate changes on net interest income, net income and capital levels over specific
future time periods. The simulation modeling forecasts earnings under a variety
of scenarios that incorporate changes in the absolute level of interest rates,
the shape of the yield curve, prepayments and changes in the volumes and rates
of various loan and deposit categories. The simulation modeling incorporates
assumptions about reinvestment and the repricing characteristics of certain
assets and liabilities without stated contractual maturities; 2) market value of
portfolio equity sensitivity analysis; and 3) static GAP analysis, which
analyzes the extent to which interest rate sensitive assets and interest rate
sensitive liabilities are matched at specific points in time. The overall
interest rate risk position and strategies are reviewed by senior management and
the Company's Board of Directors on an ongoing basis.

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The following table presents a summary of the Company's static GAP positions at
December 31, 2020:




                                                     OVER         OVER
                                                   3 MONTHS     6 MONTHS
                                   3 MONTHS OR      THROUGH       THROUGH       OVER
INTEREST SENSITIVITY PERIOD           LESS         6 MONTHS      1 YEAR        1 YEAR          TOTAL

                                              (IN THOUSANDS, EXCEPT RATIOS AND PERCENTAGES)
RATE SENSITIVE ASSETS:
Loans and loans held for sale     $     364,560    $  76,976    $ 121,841    $   414,968    $   978,345
Investment securities                    52,860       10,962       18,489        106,076        188,387
Short-term assets                        11,077            -            -              -         11,077
Regulatory stock                          4,821            -            -          2,125          6,946
Bank owned life insurance                     -            -       39,208              -         39,208
Total rate sensitive assets       $     433,318    $  87,938    $ 179,538    $   523,169    $ 1,223,963
RATE SENSITIVE LIABILITIES:
Deposits:
Non-interest bearing demand
deposits                          $           -    $       -    $       -    $   177,533    $   177,533
Interest bearing demand
deposits                                 63,153          950        1,901        134,965        200,969
Savings                                     482          482          964        110,425        112,353
Money market                             56,874        5,491       10,982        146,572        219,919
Certificates of deposit of
$100,000 or more                         16,919        8,139       20,588          3,285         48,931
Other time deposits                     117,587       25,440       36,101        116,087        295,215
Total deposits                          255,015       40,502       70,536        688,867      1,054,920
Borrowings                               34,617        4,075       10,646         64,742        114,080
Total rate sensitive
liabilities                       $     289,632    $  44,577    $  81,182    $   753,609    $ 1,169,000
INTEREST SENSITIVITY GAP:
Interval                                143,686       43,361       98,356      (230,440)              -
Cumulative                        $     143,686    $ 187,047    $ 285,403    $    54,963    $    54,963
Period GAP ratio                          1.50X        1.97X        2.21X          0.69X
Cumulative GAP ratio                       1.50         1.56         1.69           1.05
Ratio of cumulative GAP to
total assets                              11.23 %      14.62 %      22.30 %         4.29 %




When December 31, 2020 is compared to December 31, 2019, the Company's
cumulative GAP ratio through one year indicates that the Company's balance sheet
is still asset sensitive and the level of asset sensitivity increased
between years. We continue to see loan customer preference for fixed rate loans
given the low overall level of interest rates. As a result of the government
stimulus programs and the impact that the pandemic had on consumer spending
activity, both loans and deposits increased to record levels in 2020. The growth
experienced in the loan portfolio and short term investments was funded by the
increase in total deposits and also a modestly higher level of overnight short
term borrowings. Overnight borrowings are immediately impacted by changes to
national interest rates. We continue to have a relatively consistent level of
term advances with the FHLB to help manage our interest rate risk position. The
balance of FHLB term advance borrowings at December 31, 2020 is $11.3 million
higher than the December 31, 2019 balance as the Company took advantage of the
lower yield curve to prudently extend borrowings. The rate on certain FHLB term
advances is lower than the rate on overnight borrowings.

Management places primary emphasis on simulation modeling to manage and measure
interest rate risk. The Company's asset/liability management policy seeks to
limit net interest income variability over the first twelve months of the
forecast period to -5.0% and -7.5%, which include interest rate movements of 100
and 200 basis points, respectively. Additionally, the Company also uses market
value sensitivity measures to further evaluate the balance sheet exposure to
changes in interest rates. The Company monitors the trends in market value of
portfolio equity sensitivity analysis on a quarterly basis.

The following table presents an analysis of the sensitivity inherent in the
Company's net interest income and market value of portfolio equity. The interest
rate scenarios in the table compare the Company's base forecast, which was
prepared using a flat interest rate scenario, to scenarios that reflect
immediate interest rate changes of 100 and 200 basis points. Note that we
suspended the 200 basis point downward rate shock since it has little value due
to the absolute low

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level of interest rates. Each rate scenario contains unique prepayment and repricing assumptions that are applied to the Company's existing balance sheet that was developed under the flat interest rate scenario.






                                     VARIABILITY OF       CHANGE IN
                                      NET INTEREST     MARKET VALUE OF
           INTEREST RATE SCENARIO        INCOME        PORTFOLIO EQUITY
           200 bp increase                      6.8 %              62.3 %
           100 bp increase                      3.9                35.4
           100 bp decrease                    (1.7)              (27.3)




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

Within the investment portfolio at December 31, 2020, 76.0% of the portfolio is
classified as available for sale and 24.0% as held to maturity. The available
for sale classification provides management with greater flexibility to manage
the securities portfolio to better achieve overall balance sheet rate
sensitivity goals and provide liquidity if needed. The mark to market of the
available for sale securities does inject more volatility in the book value of
equity, but has no impact on regulatory capital. There are 41 securities that
are temporarily impaired at December 31, 2020. The Company reviews its
securities quarterly and has asserted that at December 31, 2020, the impaired
value of securities represents temporary declines due to movements in interest
rates and the Company does have the ability and intent to hold those securities
to maturity or to allow a market recovery. Furthermore, it is the Company's
intent to manage its long-term interest rate risk by continuing to sell a
portion of newly originated fixed-rate 30-year mortgage loans into the secondary
market (excluding construction and any jumbo loans). The Company also sells
15-year fixed-rate mortgage loans into the secondary market as well, depending
on market conditions. For the year 2020, 60% of all residential mortgage loan
production was sold into the secondary market.

The amount of loans outstanding by category as of December 31, 2020, which are
due in (i) one year or less, (ii) more than one year through five years, and
(iii) over five years, are shown in the following table. Loan balances are also
categorized according to their sensitivity to changes in interest rates.




                                                            MORE
                                                          THAN ONE
                                              ONE           YEAR
                                            YEAR OR       THROUGH       OVER FIVE       TOTAL
                                              LESS       FIVE YEARS       YEARS         LOANS

                                                       (IN THOUSANDS, EXCEPT RATIOS)
Commercial and industrial                   $ 30,456    $    147,223    $   31,827    $ 209,506
Commercial loans secured by owner
occupied real estate                           1,687          18,866        74,933       95,486
Commercial loans secured by non-owner
occupied real estate                          38,319         123,198       239,234      400,751
Real estate - residential mortgage            15,948          39,644       200,647      256,239
Consumer                                       5,816           4,207         6,340       16,363
Total                                       $ 92,226    $    333,138    $  552,981    $ 978,345
Loans with fixed-rate                       $ 50,339    $    249,623    $  278,013    $ 577,975
Loans with floating-rate                      41,887          83,515       274,968      400,370
Total                                       $ 92,226    $    333,138    $  552,981    $ 978,345
Percent composition of maturity                  9.4 %          34.1 %        56.5 %      100.0 %
Fixed-rate loans as a percentage of
total loans                                                                                59.1 %
Floating-rate loans as a percentage of
total loans                                                                                40.9 %




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The loan maturity information is based upon original loan terms and is not adjusted for principal paydowns and rollovers. In the ordinary course of business, loans maturing within one year may be renewed, in whole or in part, as to principal amount at interest rates prevailing at the date of renewal.



OFF BALANCE SHEET ARRANGEMENTS.   The Company incurs off-balance sheet risks in
the normal course of business in order to meet the financing needs of its
customers. These risks derive from commitments to extend credit and standby
letters of credit. Such commitments and standby letters of credit involve, to
varying degrees, elements of credit risk in excess of the amount recognized in
the consolidated financial statements. The Company's exposure to credit loss in
the event of nonperformance by the other party to these commitments to extend
credit and standby letters of credit is represented by their contractual
amounts. The Company uses the same credit and collateral policies in making
commitments and conditional obligations as for all other lending. The Company
had various outstanding commitments to extend credit approximating
$213.9 million and standby letters of credit of  $13.3 million as of
December 31, 2020. The Company can also use various interest rate contracts,
such as interest rate swaps, caps, floors and swaptions to help manage interest
rate and market valuation risk exposure, which is incurred in normal recurrent
banking activities. As of December 31, 2020, the Company had $93.5 million in
the notional amount of interest rate swaps outstanding, with a fair value of
$3.3 million.

As of December 31, 2020 and 2019, municipal deposit letters of credit issued by
the Federal Home Loan Bank of Pittsburgh on behalf of AmeriServ Financial Bank
naming applicable municipalities as beneficiaries totaled $61.3 million and
$41.5 million, respectively. The letters of credit serve as collateral, in place
of pledged securities, for municipal deposits maintained at AmeriServ Financial
Bank.

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

ACCOUNT - Pension liability

BALANCE SHEET REFERENCE - Other liabilities

INCOME STATEMENT REFERENCE - Salaries and employee benefits and Other expense

DESCRIPTION



Pension costs and liabilities are dependent on assumptions used in calculating
such amounts. These assumptions include discount rates, benefits earned,
interest costs, expected return on plan assets, mortality rates, and other
factors. In accordance with GAAP, actual results that differ from the
assumptions are accumulated and amortized over future periods and, therefore,
generally affect recognized expense and the recorded obligation of future
periods. While management believes that the assumptions used are appropriate,
differences in actual experience or changes in assumptions may affect the
Company's pension obligations and future expense. Additionally, pension expense
can also be impacted by settlement accounting charges if the amount of employees
selected lump sum distributions exceed the total amount of service and interest
component costs of the net periodic pension cost in a particular year. Our
pension benefits are described further in Note 17 of the Notes to Consolidated
Financial Statements.

ACCOUNT - Allowance for loan losses

BALANCE SHEET REFERENCE - Allowance for loan losses

INCOME STATEMENT REFERENCE - Provision (credit) for loan losses

DESCRIPTION



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

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allowance for credit losses to specific loan pools is based on historical loss trends and management's judgment concerning those trends.



Commercial and commercial real estate loans are the largest category of credits
and the most sensitive to changes in assumptions and judgments underlying the
determination of the allowance for loan losses. Approximately $8.8 million, or
78%, of the total allowance for loan losses at December 31, 2020 has been
allocated to these two loan categories. This allocation also considers other
relevant factors such as actual versus estimated losses, economic trends,
delinquencies, levels of non-performing and troubled debt restructured (TDR)
loans, concentrations of credit, trends in loan volume, experience and depth of
management, examination and audit results, effects of any changes in lending
policies and trends in policy, financial information and documentation
exceptions. To the extent actual outcomes differ from management estimates,
additional provision for loan losses may be required that would adversely impact
earnings in future periods.

ACCOUNT - Goodwill

BALANCE SHEET REFERENCE - Goodwill

INCOME STATEMENT REFERENCE - Goodwill impairment

DESCRIPTION



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

The fair value of acquired assets and liabilities, including the resulting
goodwill, was based either on quoted market prices or provided by other third
party sources, when available. When third party information was not available,
estimates were made in good faith by management primarily through the use of
internal cash flow modeling techniques. The assumptions that were used in the
cash flow modeling were subjective and are susceptible to significant changes.
The Company routinely utilizes the services of an independent third party that
is regarded within the banking industry as an expert in valuing core deposits to
monitor the ongoing value and changes in the Company's core deposit base. These
core deposit valuation updates are based upon specific data provided from
statistical analysis of the Company's own deposit behavior to estimate the
duration of these non-maturity deposits combined with market interest rates and
other economic factors.

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

Goodwill which has an indefinite useful life is tested for impairment at least
annually and written down and charged to results of operations only in periods
in which the recorded value is more than the estimated fair value.

ACCOUNT - Income Taxes

BALANCE SHEET REFERENCE - Net deferred tax asset

INCOME STATEMENT REFERENCE - Provision for income taxes

DESCRIPTION



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

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In relation to recording the provision for income taxes, management must
estimate the future tax rates applicable to the reversal of tax differences,
make certain assumptions regarding whether tax differences are permanent or
temporary and the related timing of the expected reversal. Also, estimates are
made as to whether taxable operating income in future periods will be sufficient
to fully recognize any gross deferred tax assets. If recovery is not likely, we
must increase our provision for taxes by recording a valuation allowance against
the deferred tax assets that we estimate will not ultimately be recoverable.
Alternatively, we may make estimates about the potential usage of deferred tax
assets that decrease our valuation allowances. As of December 31, 2020, we
believe that all of the deferred tax assets recorded on our balance sheet will
ultimately be recovered and that no valuation allowances were needed.

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

ACCOUNT - Investment Securities

BALANCE SHEET REFERENCE - Investment securities

INCOME STATEMENT REFERENCE - Net realized gains (losses) on investment securities

DESCRIPTION



Available-for-sale and held-to-maturity securities are reviewed quarterly for
possible other-than-temporary impairment. The review includes an analysis of the
facts and circumstances of each individual investment such as the severity of
loss, the length of time the fair value has been below cost, the expectation for
that security's performance, the creditworthiness of the issuer and the
Company's intent and ability to hold the security to recovery. A decline in
value that is considered to be other-than-temporary is recorded as a loss within
non-interest income in the Consolidated Statements of Operations. At
December 31, 2020, the unrealized losses in the available-for-sale security
portfolio were comprised of securities issued by government agencies or
government sponsored agencies and certain high quality corporate and taxable
municipal securities. The Company believes the unrealized losses are primarily a
result of increases in market yields from the time of purchase. In general, as
market yields rise, the value of securities will decrease; as market yields
fall, the fair value of securities will increase. Management generally views
changes in fair value caused by changes in interest rates as temporary;
therefore, these securities have not been classified as other-than-temporarily
impaired. Management has also concluded that based on current information we
expect to continue to receive scheduled interest payments as well as the entire
principal balance. Furthermore, management does not intend to sell these
securities and does not believe it will be required to sell these securities
before they recover in value.

FORWARD LOOKING STATEMENTS

THE STRATEGIC FOCUS:

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

Shareholders - We strive to increase earnings per share; identifying and

managing revenue growth and expense control and reduction; and managing risk.

Our goal is to increase value for AmeriServ shareholders by growing earnings

per share and narrowing the financial performance gap between AmeriServ and its

peer banks. We try to return earnings to shareholders through a combination of

dividends and share repurchases subject to maintaining sufficient capital to

support balance sheet growth and economic uncertainty. We strive to educate our

? employee base as to the meaning/importance of earnings per share as a

performance measure. We will develop a value added combination for increasing

revenue and controlling expenses that is rooted in developing and offering

high-quality financial products and services; an existing branch network;

electronic banking capabilities with 24/7 convenience; and providing truly

exceptional customer service. We will explore branch consolidation

opportunities and further leverage union affiliated revenue streams, prudently


   manage the


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Company's risk profile to improve asset yields and increase profitability and

continue to identify and implement technological opportunities and advancements


  to drive efficiency for the holding company and its affiliates.


   Customers - The Company expects to provide exceptional customer service,
   identifying opportunities to enhance the Banking for Life philosophy by

providing products and services to meet the financial needs in every step

through a customer's life cycle, and further defining the role technology plays

in anticipating and satisfying customer needs. We anticipate providing leading

? banking systems and solutions to improve and enhance customers' Banking for

Life experience. We will provide customers with a comprehensive offering of

financial solutions including retail and business banking, home mortgages and

wealth management at one location. We have upgraded and modernized select

branches to be more inviting and technologically savvy to meet the needs of the

next generation of AmeriServ customers without abandoning the needs of our

existing demographic.

Staff - We are committed to developing high-performing employees, establishing

and maintaining a culture of trust and effectively and efficiently managing

staff attrition. We will employ a work force succession plan to manage

? anticipated staff attrition while identifying and grooming high performing

staff members to assume positions with greater responsibility within the

organization. We will employ technological systems and solutions to provide

staff with the tools they need to perform more efficiently and effectively.

Communities - We will continue to promote and encourage employee community

involvement and leadership while fostering a positive corporate image. This

will be accomplished by demonstrating our commitment to the communities we

? serve through assistance in providing affordable housing programs for

low-to-moderate-income families; donations to qualified charities; and the time

and talent contributions of AmeriServ staff to a wide-range of charitable and

civic organizations.




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

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

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



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