ASRV AmeriServ Financial Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 8-K

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Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported) July 16, 2024

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AMERISERV FINANCIAL, Inc.

(exact name of registrant as specified in its charter)

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Registrant's telephone number, including area code: 814-533-5300

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N/A

(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Form 8-K

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Item 2.02 Results of operation and financial condition.

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AMERISERV FINANCIAL, Inc. (the "Registrant") announced second quarter and first six months of 2024 results through June 30, 2024.  For a more detailed description of the announcement see the press release attached as Exhibit 99.1.

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Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits:

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

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Exhibit 99.1

AMERISERV FINANCIAL REPORTS EARNINGS FOR THE SECOND QUARTER AND FIRST SIX MONTHS OF 2024

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JOHNSTOWN, PA - AmeriServ Financial, Inc. (NASDAQ: ASRV) reported a second quarter 2024 net loss of $375,000, or $0.02 per diluted common share. This earnings performance represented a $188,000 decrease from the second quarter of 2023 when the net loss totaled $187,000, or $0.01 per diluted common share. For the six-month period ended June 30, 2024, the Company reported net income of $1,529,000, or $0.09 per diluted common share. This represented a 15.1% increase in earnings from the six-month period of 2023 when net income totaled $1,328,000, or $0.08 per diluted common share. The following table details the Company’s financial performance for the three- and six-month periods ended June 30, 2024 and 2023:

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Jeffrey A. Stopko, President and Chief Executive Officer, commented on the 2024 second quarter financial results: “Our community banking business continued to benefit from diversified revenue streams, with another quarter of strong revenue and profit contribution from our wealth management business. Total non-interest income represented 35% of total revenue for the first half of 2024.  Both total average loans and deposits have grown this year, demonstrating the strength and loyalty of our customer base and helping to drive two consecutive quarters of net interest margin improvement. We believe that our balance sheet is well positioned for further quarterly net interest income growth through the remainder of 2024 and into 2025. Following our settlement with Driver Opportunity Partners in June, we do not expect to incur additional activism defense-related expenses, which amounted to $1.3 million and caused the net loss reported for the second quarter of 2024. However, our book value per share increased during the second quarter by 3.6% to $6.28, largely due to the accretive repurchase of our common stock from the activist investor.”

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All second quarter and six months of 2024 financial performance metrics within this document are compared to the second quarter and six months of 2023 unless otherwise noted.

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The Company's net interest income in the second quarter of 2024 decreased by $235,000, or 2.6%, from the prior year's second quarter and, for the first six months of 2024, decreased by $1.0 million, or 5.4%, when compared to the first six months of 2023.  The Company’s net interest margin of 2.74% for the second quarter of 2024 and 2.72% for the six months of 2024 represents a 15-basis point decrease for the quarter and a 24-basis point decline for the six months.  The decrease reflects net interest margin compression which has been prevalent in the banking industry since the Federal Reserve began tightening monetary policy to control inflation and as the U.S. Treasury yield curve continues to be inverted.  While the Company’s net interest margin percentage in both time periods of 2024 compares unfavorably to last year, it did improve for a second consecutive quarter and is 11-basis points higher than the fourth quarter of 2023.  This improvement reflects the Federal Reserve keeping interest rates stable since July 2023 along with the impact of management’s pricing of loans and deposits.  The Company’s provision for credit losses increased in the second quarter of 2024 compared to the 2023 second quarter but compares favorably to 2023 for the first six months of the year.  Total non-interest income demonstrates a significant improvement in the second quarter of 2024 compared to last year’s second quarter but is slightly lower than last year through six months.  Total non-interest expense in both 2024 time periods is modestly higher than what was experienced in 2023.  Overall, for the second quarter of 2024, non-interest income improvement was more than offset by unfavorable comparisons in all other major categories and resulted in the lower level of earnings compared to the second quarter of 2023.  Earnings improvement for the six-month period in 2024 was driven by the favorable comparison in the provision for credit losses which more than offset a lower level of net interest income.

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Total average loans in both the second quarter and first six months of 2024 are higher than the 2023 average by approximately $43.5 million, or 4.4%.  So far in 2024, new loan originations have slightly exceeded payoff activity through six months and resulted in total loan volumes, on an end of period basis, remaining relatively consistent since December 31, 2023.  Overall, total loans continue to be above the $1.0 billion threshold averaging $1.030 billion for the 2024 second quarter.  The higher interest rate environment along with the higher average total loans outstanding resulted in total loan interest income improving by $1.4 million, or 11.1%, for the second quarter of 2024, and by $2.9 million, or 11.6%, for the six months of 2024 when compared to both time periods of last year.  

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Total investment securities averaged $256.6 million for the first half of 2024 which is $7.2 million, or 2.7%, lower than the $263.9 million average for the first half of last year.  The decrease reflects management’s strategy to allocate more cash flow from the securities portfolio to higher yielding loans while the Company controlled the amount of high cost overnight borrowed funds.  Thus, new investment security purchases were primarily used to replace cash flow from maturing securities to maintain appropriate balances for pledging purposes related to public funds deposits. The improved yields for new securities purchases along with

management’s execution of a late December 2023 investment portfolio repositioning strategy caused interest income from investments to increase by $387,000, or 8.5%, in the first six months of 2024 compared to the same time-period in 2023.  Overall, the 2024 first six-month average balance of total interest earning assets increased since last year’s six-month average by $35.9 million, or 2.9%, while total interest income increased by $3.3 million, or 11.1%, since the first six months of 2023.

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On the liability side of the balance sheet, through six months, total average deposits are $7.8 million, or 0.7%, higher compared to total average deposits in the first six months of 2023.  The increase reflects the Company’s successful business development efforts which more than offset a portion of the funds from the government stimulus programs leaving the balance sheet and greater pricing competition in the market to retain deposits because of the higher interest rates. The Company’s core deposit base continued to demonstrate the strength and stability that it has had for many years.  On June 30, 2024, total deposits grew by $12.0 million, or 1.0%, since December 31, 2023, demonstrating customer loyalty and confidence in AmeriServ Financial Bank.  In addition to its loyal core deposit base, the Company has several other sources of liquidity, including a significant unused borrowing capacity at the Federal Home Loan Bank (FHLB), overnight lines of credit at correspondent banks and access to the Federal Reserve Discount Window. The Company does not utilize brokered deposits as a funding source. The loan to deposit ratio averaged 88.5% in the second quarter of 2024, which indicates that the Company has ample capacity to continue to grow its loan portfolio and is well positioned to support our customers and our community during times of economic volatility.

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Total interest expense increased by $1.9 million, or 32.3%, for the second quarter of 2024, and by $4.3 million, or 39.7%, for the six months of 2024 when compared to both time periods of last year, due to higher deposit and borrowings interest expense.  Deposit interest expense was higher by $1.4 million, or 27.3%, for the quarter and by $3.4 million, or 36.7%, for the six months as the 2024 average volume of total interest-bearing deposits grew by $23.8 million, or 2.5%, for the quarter and by $26.3 million, or 2.7%, for the six months.  The rising national interest rates in 2023 resulted in certain deposit products, particularly public funds, which are tied to a market index, repricing upward with the move in short-term interest rates causing interest expense to increase.  Additionally, increased market competition resulted in the Company raising rates on certain shorter-term certificates of deposit to retain funds.  Another factor contributing to net interest margin compression was an unfavorable deposit mix shift as the 2024 average of non-interest bearing demand deposits declined in both time periods by approximately $18.5 million, or 9.3%, while, as mentioned above, total interest-bearing deposits increased. For interest rate risk management purposes and to offset a portion of the unfavorable impact that rising funding costs are having on net interest income, management proactively executed $70 million of interest rate hedge transactions during 2023 to fix the cost of certain deposits that are indexed and move with short-term interest rates.  Finally, the increasing trend in total deposit costs experienced since the Federal Reserve began to tighten monetary policy has slowed significantly in 2024 with the Federal Open Market Committee keeping the Fed Funds rate stable since July 2023.  This slowdown in deposit costs has contributed to the previously mentioned recent improvement in the net interest margin. Overall, total deposit cost averaged 2.18% in the first half of 2024, which is 57-basis points higher than total deposit cost of 1.61% for the first half of 2023.

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Total borrowings interest expense increased by $496,000, or 66.1%, in the second quarter of 2024 and by $911,000, or 56.5%, when compared to the first six months of 2023.  The increase primarily results from the impact that the higher interest rates had on total borrowings cost.  The Company’s utilization of overnight borrowed funds so far in 2024 has been relatively consistent with the 2023 level in both time periods while the level of advances from the Federal Home Loan Bank have increased.  Advances from the Federal Home Loan Bank averaged $49.3 million in the first half of 2024 which is $31.3 million, or 174.7%, higher than the $17.9 million average in the first half of 2023.  Management’s strategy to increase term advances to lock in lower rates than overnight borrowings due to the inversion in the yield curve has favorably impacted net interest income.

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The Company recorded a $434,000 provision for credit losses in the second quarter of 2024 after recording a $43,000 provision for credit losses in the second quarter of 2023 which caused an increase in expense of $391,000.  For the first six months of 2024, the Company recognized a $123,000 provision for credit losses recovery after recognizing $1.2 million of provision expense in the first six months of 2023, resulting in a net favorable change of $1.3 million.  The increased provision in the second quarter of 2024 primarily reflects a $244,000 additional contribution to the reserve for a corporate AFS security that was established in the first quarter of 2024.  The remainder of the increase to the provision in the second quarter of 2024 includes $183,000 of expense added to the provision for credit losses in the loan portfolio due to $12.7 million of loan growth experienced since March 31, 2024. The provision for credit losses net recovery for the six-month timeframe reflects first quarter 2024 recoveries recognized in both the loan and securities portfolios which was described in the Company’s first quarter 2024 press release.

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Non-performing assets increased from $12.2 million at March 31, 2024 to $12.8 million at June 30, 2024 primarily due to one commercial real estate loan that is over 90 days past due.  Non-performing assets are at 1.23% of total loans.  The Company recognized net loan charge-offs of $332,000, or 0.06% of total average loans, in the first six months of 2024 compared to net loan charge-offs of $61,000, or 0.01% of total average loans, in the first six months of 2023.  The allowance for loan credit losses at June 30, 2024 is $2.4 million, or 19.6%, higher than the allowance for loan credit losses at June 30, 2023.  The increase since last year’s second quarter end is due to the Company strengthening its allowance for loan credit losses during the fourth quarter of 2023.  Overall, the Company continues to maintain solid coverage of both total loans and non-performing assets as the allowance for loan credit losses provided 114% coverage of non-performing assets and 1.41% of total loans at June 30, 2024.    

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Total non-interest income in the second quarter of 2024 increased by $510,000, or 13.2%, from the prior year's second quarter but declined by $50,000, or 0.5%, in the first half of 2024 when compared to the first half of 2023.  The slight decrease for the six-month period is primarily attributed to the Company recognizing a $1.7 million gain in the first quarter of 2023 from AmeriServ Financial Bank selling all 7,859 shares of the Class B common stock of Visa Inc.  There was no such gain this year.  Wealth management fees improved by $270,000, or 9.7%, for the quarter and by $798,000, or 14.4%, for the six months due in part to a strong performance from our Financial Services division that resulted from new business growth.  Also, the increase in wealth management fees reflects the improving market conditions particularly for equity securities as major market indexes continue their ascent to record highs in 2024.  Overall, the fair market value of wealth management assets totaled $2.6 billion at June 30, 2024 and increased by $133.8 million, or 5.5%, since June 30, 2023.  Other income is $194,000, or 40.5%, higher for the second quarter and $749,000, or 80.0%, higher for the first six months of 2024 due to a favorable adjustment to the fair market value of an interest rate swap related risk participation agreement as well as the recognition of a positive credit valuation adjustment to the market value of the interest rate swap contracts that the Company executed to accommodate the needs of certain borrowers while managing our interest rate risk position.  These favorable adjustments totaled $422,000 for the six-month period and were impacted by the increase in interest rates since year-end 2023. Also favorably impacting other income was the Company recognizing a $250,000 signing bonus in the first quarter of 2024 that resulted from successful negotiations related to the renewal of an expiring contract with Visa. Finally, bank owned life insurance revenue (BOLI) increased by $96,000, or 20.0%, for the six months due to the receipt of a death claim.    

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Total non-interest expense in the second quarter of 2024 increased by $120,000, or 0.9%, when compared to the second quarter of 2023 and increased slightly by $21,000, or 0.1%, during the first half of 2024 when compared to the first half of 2023.  Salaries and employee benefits expense decreased by $678,000, or 4.5%, for the six months of 2024 due to the net impact of certain items within this broad category. Total salaries cost was down by $593,000, or 5.6%, after the Company incurred additional salary expense in 2023 related to a strategy to consolidate certain executive level positions in the wealth management business.  This is part of our previously announced earnings improvement program and was designed to lower future employee costs, which is occurring in 2024.  Also, total health care cost was $422,000, or 22.0%, lower compared to last year and reflects management’s effective negotiations with our current health care provider that resulted in not having to recognize any premium costs in January 2024.  These favorable items were partially offset by an increased level of incentive compensation by $383,000, or 78.5%, which corresponds to the strong performance of our wealth management division.  Other expenses are $494,000, or 22.0%, higher for the six months of 2024 when compared to the first six months of 2023.  The Company was required to recognize a settlement charge in connection with its defined benefit pension plan in the second quarter of 2024. The amount of the 2024 charge was $376,000.  A settlement charge must be recognized when the total dollar amount of lump sum distributions paid from the pension plan to retired employees exceeds a threshold of expected annual service and interest costs in the current year.  It is important to note that since the retired employees have chosen to take the lump sum payments, these individuals are no longer included in the pension plan.  Therefore, the Company’s normal annual pension expense will continue to be lower in the future.  This was evident in 2023 and so far in 2024 as the Company has recognized a pension credit in both years.   FDIC insurance increased by $205,000, or 68.3%, due to an increase in both the asset assessment base as well as the assessment rate.  Data processing and IT expenses increased by $143,000, or 6.6%, in the first six months of 2024 due to additional expenses related to monitoring our computing and network environment.  

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Professional fees in both 2024 and 2023 were impacted by litigation and responses to the actions of an activist investor. These activist related costs amounted to $1.3 million for the second quarter of 2024 and $1.5 million for the first six months of 2024 compared to activist costs of $1.1 million for the second quarter of 2023 and $1.7 million for the first six months of 2023. As a result of a Cooperation and Settlement Agreement reached with activist investor Driver Opportunity Partners (Driver), which was described in a Current Report on Form 8-K filed on June 14, 2024, the Company anticipates that it will not incur any further activist related costs in the second half of 2024.

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The Company recorded an income tax benefit of $109,000 in the second quarter of 2024 and income tax expense of $374,000, or an effective tax rate of 19.7%, in the first six months of 2024, which compares to an income tax benefit of $61,000, in the second quarter of 2023 and income tax expense of $311,000, or an effective tax rate of 19.0%, for the first six months of 2023.

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The Company had total assets of $1.4 billion, shareholders' equity of $103.7 million, a book value of $6.28 per common share and a tangible book value(1) of $5.45 per common share on June 30, 2024.  Book value per common share increased by $0.22, or 3.6%, and tangible book value per common share increased by $0.19, or 3.6% since March 31, 2024, due largely to the Company’s repurchase of 628,003 shares of common stock from Driver at a price of $2.38 in accordance with a Stock Purchase Agreement that is also described in the June 14, 2024, 8-K filing. Since these Driver shares were acquired at a price below tangible book value, the stock repurchase was accretive to AmeriServ shareholders. The Company continued to maintain strong capital ratios that exceed the regulatory defined well capitalized status as of June 30, 2024.

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Forward-Looking Statements

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This press release contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. Such statements are not historical facts and include expressions about management's confidence and

strategies and management's current views and expectations about new and existing programs and products, relationships, opportunities, technology, market conditions, dividend program, and future payment obligations. These statements may be identified by such forward-looking terminology as "continuing," "expect," "look," "believe," "anticipate," "may," "will," "should," "projects," "strategy," or similar statements. Actual results may differ materially from such forward-looking statements, and no reliance should be placed on any forward-looking statement. Factors that may cause results to differ materially from such forward-looking statements include, but are not limited to, unanticipated changes in the financial markets, the level of inflation, and the direction of interest rates; volatility in earnings due to certain financial assets and liabilities held at fair value; competition levels; loan and investment prepayments differing from our assumptions; insufficient allowance for credit losses; a higher level of loan charge-offs and delinquencies than anticipated; material adverse changes in our operations or earnings; a decline in the economy in our market areas; changes in relationships with major customers; changes in effective income tax rates; higher or lower cash flow levels than anticipated; inability to hire or retain qualified employees; a decline in the levels of deposits or loss of alternate funding sources; a decrease in loan origination volume or an inability to close loans currently in the pipeline; changes in laws and regulations; adoption, interpretation and implementation of accounting pronouncements; ability to successfully execute the Earnings Improvement Program and achieve the anticipated benefits in the amounts and at times estimated; operational risks, including the risk of fraud by employees, customers or outsiders; unanticipated effects to our banking platform; and the inability to successfully implement or expand new lines of business or new products and services.  These forward-looking statements involve risks and uncertainties that could cause AmeriServ's results to differ materially from management's current expectations. Such risks and uncertainties are detailed in AmeriServ's filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2023. Forward-looking statements are based on the beliefs and assumptions of AmeriServ's management and on currently available information. The statements in this press release are made as of the date of this press release, even if subsequently made available by AmeriServ on its website or otherwise. AmeriServ undertakes no responsibility to publicly update or revise any forward-looking statement.

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AMERISERV FINANCIAL, INC.

NASDAQ: ASRV

SUPPLEMENTAL FINANCIAL PERFORMANCE DATA

June 30, 2024

(Dollars in thousands, except per share and ratio data)

(Unaudited)

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2024

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2023

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AMERISERV FINANCIAL, INC.

NASDAQ: ASRV

--CONTINUED--

(Dollars in thousands, except per share, statistical, and ratio data)

(Unaudited)

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2024

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2023

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NOTES:

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AMERISERV FINANCIAL, INC.

NASDAQ: ASRV

CONSOLIDATED STATEMENT OF INCOME

(Dollars in thousands)

(Unaudited)

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2024

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2023