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

 

FORM 10-Q

 

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

For the period ended June 30, 2017

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

For the transition period from            to           

Commission File Number 0-11204

AmeriServ Financial, Inc.

(Exact name of registrant as specified in its charter)

 

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

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

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes x No o

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

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

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company x
Emerging growth company o

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. o

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

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

Class		Outstanding at August 1, 2017
Common Stock, par value $0.01		18,448,828

TABLE OF CONTENTS

AmeriServ Financial, Inc.
 
INDEX

		Page No.
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Balance Sheets (Unaudited) — June 30, 2017 and December 31, 2016			1
Consolidated Statements of Operations (Unaudited) — Three and six months ended June 30, 2017 and 2016			2
Consolidated Statements of Comprehensive Income (Unaudited) — Three and six months ended June 30, 2017 and 2016			3
Consolidated Statements of Cash Flows (Unaudited) — Six months ended June 30, 2017 and 2016			4
Notes to Unaudited Consolidated Financial Statements			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			31
Item 3. Quantitative and Qualitative Disclosure About Market Risk			47
Item 4. Controls and Procedures			47
PART II.  OTHER INFORMATION
Item 1. Legal Proceedings			48
Item 1A. Risk Factors			48
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			48
Item 3. Defaults Upon Senior Securities			48
Item 4. Mine Safety Disclosures			48
Item 5. Other Information			48
Item 6. Exhibits			48

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Item 1. Financial Statements

AmeriServ Financial, Inc.
 
CONSOLIDATED BALANCE SHEETS
(In thousands except shares)
(Unaudited)

		June 30, 2017				December 31, 2016
ASSETS
Cash and due from depository institutions		$	22,077			$	25,107
Interest bearing deposits			2,749				3,066
Short-term investments in money market funds			5,640				5,900
Total cash and cash equivalents			30,466				34,073
Investment securities:
Available for sale			130,703				127,077
Held to maturity (fair value $37,715 on June 30, 2017 and $30,420 on December 31, 2016)			37,664				30,665
Loans held for sale			4,630				3,094
Loans			893,683				884,240
Less: Unearned income			437				476
Allowance for loan losses			10,391				9,932
Net loans			882,855				873,832
Premises and equipment, net			12,159				11,694
Accrued interest income receivable			3,331				3,116
Goodwill			11,944				11,944
Bank owned life insurance			37,573				37,903
Net deferred tax asset			9,791				10,655
Federal Home Loan Bank stock			4,302				3,359
Federal Reserve Bank stock			2,125				2,125
Other assets			4,419				4,243
TOTAL ASSETS		$	1,171,962			$	1,153,780
LIABILITIES
Non-interest bearing deposits		$	180,638			$	188,808
Interest bearing deposits			775,737				778,978
Total deposits			956,375				967,786
Short-term borrowings			42,101				12,754
Advances from Federal Home Loan Bank			45,042				45,542
Guaranteed junior subordinated deferrable interest debentures, net			12,916				12,908
Subordinated debt, net			7,453				7,441
Total borrowed funds			107,512				78,645
Other liabilities			11,798				11,954
TOTAL LIABILITIES			1,075,685				1,058,385
SHAREHOLDERS’ EQUITY
Common stock, par value $0.01 per share; 30,000,000 shares authorized; 26,545,403 shares issued and 18,461,628 outstanding on June 30, 2017; 26,521,291 shares issued and 18,903,472 outstanding on December 31, 2016			265				265
Treasury stock at cost, 8,083,775 shares on June 30, 2017 and 7,617,819 on December 31, 2016			(76,698	)			(74,829	)
Capital surplus			145,599				145,535
Retained earnings			38,175				36,001
Accumulated other comprehensive loss, net			(11,064	)			(11,577	)
TOTAL SHAREHOLDERS’ EQUITY			96,277				95,395
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	1,171,962			$	1,153,780

 
 
See accompanying notes to unaudited consolidated financial statements.

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AmeriServ Financial, Inc.
 
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

		Three months ended June 30,								Six months ended June 30,
		2017				2016				2017				2016
INTEREST INCOME
Interest and fees on loans		$	9,778			$	9,409			$	19,334			$	18,874
Interest bearing deposits			3				2				5				9
Short-term investments in money market funds			27				13				51				23
Investment securities:
Available for sale			945				778				1,846				1,545
Held to maturity			298				187				563				360
Total Interest Income			11,051				10,389				21,799				20,811
INTEREST EXPENSE
Deposits			1,504				1,330				2,940				2,584
Short-term borrowings			67				5				86				47
Advances from Federal Home Loan Bank			171				159				333				318
Guaranteed junior subordinated deferrable interest debentures			280				280				560				560
Subordinated debt			130				129				260				258
Total Interest Expense			2,152				1,903				4,179				3,767
NET INTEREST INCOME			8,899				8,486				17,620				17,044
Provision for loan losses			325				250				550				3,350
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES			8,574				8,236				17,070				13,694
NON-INTEREST INCOME
Trust and investment advisory fees			2,081				2,124				4,247				4,199
Service charges on deposit accounts			385				404				759				819
Net gains on sale of loans			186				185				300				292
Mortgage related fees			83				98				158				161
Net realized gains on investment securities			32				60				59				117
Bank owned life insurance			310				169				451				336
Other income			678				702				1,343				1,255
Total Non-Interest Income			3,755				3,742				7,317				7,179
NON-INTEREST EXPENSE
Salaries and employee benefits			5,979				5,868				11,989				12,034
Net occupancy expense			639				690				1,313				1,427
Equipment expense			434				409				853				845
Professional fees			1,415				1,192				2,615				2,657
Supplies, postage and freight			161				154				355				349
Miscellaneous taxes and insurance			311				288				605				579
Federal deposit insurance expense			152				188				312				367
Other expense			1,226				1,250				2,360				2,492
Total Non-Interest Expense			10,317				10,039				20,402				20,750
PRETAX INCOME			2,012				1,939				3,985				123
Provision for income tax expense			623				577				1,248				28
NET INCOME			1,389				1,362				2,737				95
Preferred stock dividends			—				—				—				15
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS		$	1,389			$	1,362			$	2,737			$	80
PER COMMON SHARE DATA:
Basic:
Net income		$	0.07			$	0.07			$	0.15			$	0.00
Average number of shares outstanding			18,580				18,897				18,696				18,890
Diluted:
Net income		$	0.07			$	0.07			$	0.15			$	0.00
Average number of shares outstanding			18,699				18,948				18,808				18,943
Cash dividends declared		$	0.015			$	0.01			$	0.03			$	0.02

 
 
See accompanying notes to unaudited consolidated financial statements.

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AmeriServ Financial, Inc.
 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)

		Three Months Ended June 30,								Six Months Ended June 30,
		2017				2016				2017				2016
COMPREHENSIVE INCOME
Net income		$	1,389			$	1,362			$	2,737			$	95
Other comprehensive income, before tax:
Pension obligation change for defined benefit plan			398				263				474				767
Income tax effect			(136	)			(89	)			(162	)			(260	)
Unrealized holding gains on available for sale securities arising during period			270				493				362				1,608
Income tax effect			(92	)			(168 )				(122	)			(548	)
Reclassification adjustment for gains on available for sale securities included in net income			(32	)			(60	)			(59	)			(117	)
Income tax effect			11				20				20				40
Other comprehensive income			419				459				513				1,490
Comprehensive income		$	1,808			$	1,821			$	3,250			$	1,585

 
 
See accompanying notes to unaudited consolidated financial statements.

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AmeriServ Financial, Inc.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

		Six months ended June 30,
		2017				2016
OPERATING ACTIVITIES
Net income		$	2,737			$	95
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Provision for loan losses			550				3,350
Depreciation expense			862				892
Net amortization of investment securities			238				203
Net realized gains on investment securities available for sale			(59	)			(117	)
Net gains on loans held for sale			(300	)			(292	)
Amortization of deferred loan fees			(85	)			(130	)
Origination of mortgage loans held for sale			(22,687	)			(20,215	)
Sales of mortgage loans held for sale			21,451				20,370
Increase in accrued interest income receivable			(215	)			(229	)
Decrease in accrued interest payable			(148	)			(180	)
Earnings on bank owned life insurance			(284	)			(336	)
Deferred income taxes			613				(420	)
Amortization of deferred issuance costs			20				20
Stock based compensation expense			64				65
Other, net			235				1,326
Net cash provided by operating activities			2,992				4,402
INVESTING ACTIVITIES
Purchases of investment securities – available for sale			(22,816	)			(18,894	)
Purchases of investment securities – held to maturity			(7,790	)			(4,708	)
Proceeds from sales of investment securities – available for sale			7,206				7,422
Proceeds from maturities of investment securities – available for sale			12,165				12,057
Proceeds from maturities of investment securities – held to maturity			736				661
Purchases of regulatory stock			(8,581	)			(7,608	)
Proceeds from redemption of regulatory stock			7,638				8,499
Long-term loans originated			(81,477	)			(108,221	)
Principal collected on long-term loans			76,107				79,447
Loans purchased or participated			(4,138	)			(4,948	)
Loans sold or participated			—				18,900
Proceeds from sale of other real estate owned			60				47
Proceeds from life insurance policies			614				—
Purchases of premises and equipment			(1,327	)			(663	)
Net cash used in investing activities			(21,603	)			(18,009	)
FINANCING ACTIVITIES
Net (decrease) increase in deposit balances			(11,411	)			37,637
Net increase (decrease) in other short-term borrowings			29,347				(26,173	)
Principal borrowings on advances from Federal Home Loan Bank			4,500				3,042
Principal repayments on advances from Federal Home Loan Bank			(5,000	)			(1,000	)
Preferred stock redemption			—				(21,000	)
Purchase of treasury stock			(1,869	)			—
Common stock dividends			(563	)			(376	)
Preferred stock dividends			—				(15	)
Net cash provided by (used in) financing activities			15,004				(7,885	)
NET DECREASE IN CASH AND CASH EQUIVALENTS			(3,607	)			(21,492	)
CASH AND CASH EQUIVALENTS AT JANUARY 1			34,073				48,510
CASH AND CASH EQUIVALENTS AT JUNE 30		$	30,466			$	27,018

 
 
See accompanying notes to unaudited consolidated financial statements.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Principles of Consolidation

The accompanying consolidated financial statements include the accounts of AmeriServ Financial, Inc. (the Company) and its wholly-owned subsidiaries, AmeriServ Financial Bank (the Bank), AmeriServ Trust and Financial Services Company (the Trust Company), and AmeriServ Life Insurance Company (AmeriServ Life). The Bank is a Pennsylvania state-chartered full service bank with 16 locations in Pennsylvania. The Trust Company offers a complete range of trust and financial services and administers assets valued at $2.1 billion that are not reported on the Company’s consolidated balance sheet at June 30, 2017. AmeriServ Life is a captive insurance company that engages in underwriting as a reinsurer of credit life and disability insurance.

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

2. Basis of Preparation

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

For further information, refer to the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

3. Recent Accounting Pronouncements

In January 2016, the FASB issued ASU 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This Update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. All entities that are not public business entities may adopt the amendments in this Update earlier as of the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. A short-term lease is defined as one in which (a) the lease term is 12 months or less and (b) there is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently assessing the practical measures it may elect at adoption, but does not anticipate the amendment will have a significant impact to the financial statements. Based on the Company’s preliminary analysis of its current portfolio, the Company expects to recognize a right of use asset and a lease liability for its operating leases commitments. The Company also anticipates additional disclosures to be provided at adoption.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

3. Recent Accounting Pronouncements  – (continued)

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the impact that the Update will have on our consolidated financial statements. The overall impact of the amendment will be affected by the portfolio composition and quality at the adoption date as well as economic conditions and forecasts at that time.

In January 2017, the FASB issued ASU No. 2017-03 “Accounting Changes and Error Corrections (Topic 250) and Investments — Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings.” ASU 2017-03 provides amendments that add paragraph 250-10-S99-6 which includes the text of “SEC Staff Announcement: Disclosure of the Impact That Recently Issued Accounting Standards Will Have on the Financial Statements of a Registrant When Such Standards Are Adopted in a Future Period (in accordance with Staff Accounting Bulletin (SAB) Topic 11.M). This announcement applies to ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606); ASU No. 2016-02, Leases (Topic 842); and ASU 2016-03, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and subsequent amendments. The Company has enhanced its disclosures regarding the impact that recently issued accounting standards adopted in a future period will have on its accounting and disclosures in this footnote.

In March 2017, the FASB issued ASU 2017-07, Compensation — Retirement Benefits (Topic 715). The amendments in this Update require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost as defined in paragraphs 715-30-35-4 and 715-60-35-9 are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. This Update is not expected to have a significant impact on the Company’s financial statements.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

3. Recent Accounting Pronouncements  – (continued)

In March 2017, the FASB issued ASU 2017-08, Receivables — Nonrefundable Fees and Other Costs (Subtopic 310-20). The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity should apply the amendments in this Update on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. This Update is not expected to have a significant impact on the Company’s financial statements.

4. Earnings Per Common Share

Basic earnings per share include only the weighted average common shares outstanding. Diluted earnings per share include the weighted average common shares outstanding and any potentially dilutive common stock equivalent shares in the calculation. Treasury shares are excluded for earnings per share purposes. The Company had 10,000 options to purchase common shares with an exercise price of $4.00 per share, were outstanding at June 30, 2017, but were excluded from the computation of diluted earnings per common share because to do so would be antidilutive. For the 2016 period, options to purchase 140,527 common shares, at exercise prices ranging from $3.18 to $4.60, were outstanding but were not included in the computation of diluted earnings per common share because to do so would be antidilutive. Dividends on preferred shares are deducted from net income in the calculation of earnings per common share.

		Three months ended June 30,								Six months ended June 30,
		2017				2016				2017				2016
		(In thousands, except per share data)
Numerator:
Net income		$	1,389			$	1,362			$	2,737			$	95
Preferred stock dividends			—				—				—				(15	)
Net income available to common shareholders		$	1,389			$	1,362			$	2,737			$	80
Denominator:
Weighted average common shares outstanding (basic)			18,580				18,897				18,696				18,890
Effect of stock options			119				51				112				53
Weighted average common shares outstanding (diluted)			18,699				18,948				18,808				18,943
Earnings per common share:
Basic		$	0.07			$	0.07			$	0.15			$	0.00
Diluted			0.07				0.07				0.15				0.00

5. Consolidated Statement of Cash Flows

On a consolidated basis, cash and cash equivalents include cash and due from depository institutions, interest-bearing deposits and short-term investments in money market funds. The Company made $630,000 in income tax payments in the first six months of 2017 and $445,000 in the same 2016 period. The Company made total interest payments of $4,328,000 in the first six months of 2017 compared to $3,947,000 in the same 2016 period. The Company had $20,000 non-cash transfers to other real estate owned (OREO) in the first six months of 2017 compared to $40,000 non-cash transfers in the same 2016 period.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

6. Investment Securities

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

Investment securities available for sale (AFS):

		June 30, 2017
		Cost Basis				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
US Agency		$	4,431			$	3			$	(29	)		$	4,405
US Agency mortgage-backed securities			83,818				950				(464	)			84,304
Taxable municipal			7,006				27				(183	)			6,850
Corporate bonds			35,402				309				(567	)			35,144
Total		$	130,657			$	1,289			$	(1,243	)		$	130,703

Investment securities held to maturity (HTM):

		June 30, 2017
		Cost Basis				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
US Agency mortgage-backed securities		$	10,410			$	189			$	(32	)		$	10,567
Taxable municipal			21,209				188				(245	)			21,152
Corporate bonds and other securities			6,045				21				(70	)			5,996
Total		$	37,664			$	398			$	(347	)		$	37,715

Investment securities available for sale (AFS):

		December 31, 2016
		Cost Basis				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
US Agency		$	400			$	—			$	(2	)		$	398
US Agency mortgage-backed securities			88,738				1,132				(686	)			89,184
Taxable municipal			3,793				3				(174	)			3,622
Corporate bonds			34,403				194				(724	)			33,873
Total		$	127,334			$	1,329			$	(1,586	)		$	127,077

Investment securities held to maturity (HTM):

		December 31, 2016
		Cost Basis				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
US Agency mortgage-backed securities		$	11,177			$	180			$	(79	)		$	11,278
Taxable municipal			13,441				70				(348	)			13,163
Corporate bonds and other securities			6,047				15				(83	)			5,979
Total		$	30,665			$	265			$	(510	)		$	30,420

Maintaining investment quality is a primary objective of the Company’s investment policy which, subject to certain limited exceptions, prohibits the purchase of any investment security below a Moody’s Investor’s Service or Standard & Poor’s rating of “A.” At June 30, 2017, 59.2% of the portfolio was rated “AAA” as compared to 63.5% at December 31, 2016. Approximately 11.9% of the portfolio was either rated below “A” or unrated at June 30, 2017 as compared to 10.1% at December 31, 2016.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

6. Investment Securities  – (continued)

The Company sold $1.6 million AFS securities in the second quarter of 2017 resulting in $32,000 of gross investment security gains and sold $7.2 million AFS securities in the first half of 2017 resulting in $59,000 of gross investment security gains. The Company sold $3.2 million AFS securities in the second quarter of 2016 resulting in $60,000 of gross investment security gains and sold $7.4 million AFS securities in the first half of 2016 resulting in $123,000 of gross investment security gains and $6,000 of gross investment security losses.

The book value of securities, both available for sale and held to maturity, pledged to secure public and trust deposits, and certain Federal Home Loan Bank borrowings was $111,849,000 at June 30, 2017 and $104,953,000 at December 31, 2016.

The following tables present information concerning investments with unrealized losses as of June 30, 2017 and December 31, 2016 (in thousands):

Total investment securities:

		June 30, 2017
		Less than 12 months								12 months or longer								Total
		Fair Value				Unrealized Losses				Fair Value				Unrealized Losses				Fair Value				Unrealized Losses
US Agency		$	2,391			$	(29	)		$	—			$	—			$	2,391			$	(29	)
US Agency mortgage-backed securities			49,070				(439	)			1,405				(57	)			50,475				(496	)
Taxable municipal			14,320				(428	)			—				—				14,320				(428	)
Corporate bonds and other securities			14,491				(341	)			9,203				(296	)			23,694				(637	)
Total		$	80,272			$	(1,237	)		$	10,608			$	(353	)		$	90,880			$	(1,590	)

Total investment securities:

		December 31, 2016
		Less than 12 months								12 months or longer								Total
		Fair Value				Unrealized Losses				Fair Value				Unrealized Losses				Fair Value				Unrealized Losses
US Agency		$	398			$	(2	)		$	—			$	—			$	398			$	(2	)
US Agency mortgage-backed securities			49,918				(703	)			1,576				(62	)			51,494				(765	)
Taxable municipal			13,301				(522	)			—				—				13,301				(522	)
Corporate bonds and other securities			20,380				(570	)			6,762				(237	)			27,142				(807	)
Total		$	83,997			$	(1,797	)		$	8,338			$	(299	)		$	92,335			$	(2,096	)

The unrealized losses are primarily a result of increases in market yields from the time of purchase. In general, as market yields rise, the value of securities will decrease; as market yields fall, the fair value of securities will increase. There are 106 positions that are considered temporarily impaired at June 30, 2017. 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.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

6. Investment Securities  – (continued)

Contractual maturities of securities at June 30, 2017 are shown below (in thousands). Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without prepayment penalties. The duration of the total investment securities portfolio at June 30, 2017 is 42.3 months and is higher than the duration at December 31, 2016 which was 41.2 months. The duration remains within our internal established guideline range of 24 to 60 months which we believe is appropriate to maintain proper levels of liquidity, interest rate risk, market valuation sensitivity and profitability.

Total investment securities:

		June 30, 2017
		Available for sale								Held to maturity
		Cost Basis				Fair Value				Cost Basis				Fair Value
Within 1 year		$	2,400			$	2,389			$	1,000			$	988
After 1 year but within 5 years			10,989				10,970				2,400				2,356
After 5 years but within 10 years			45,140				45,299				13,130				13,174
After 10 years but within 15 years			30,319				30,157				14,981				14,930
Over 15 years			41,809				41,888				6,153				6,267
Total		$	130,657			$	130,703			$	37,664			$	37,715

7. Loans

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

		June 30, 2017				December 31, 2016
Commercial		$	162,576			$	171,529
Commercial loans secured by real estate			464,909				446,598
Real estate – mortgage			246,771				245,765
Consumer			18,990				19,872
Loans, net of unearned income		$	893,246			$	883,764

Loan balances at June 30, 2017 and December 31, 2016 are net of unearned income of $437,000 and $476,000, respectively. Real estate-construction loans comprised 3.3% and 4.7% of total loans, net of unearned income at June 30, 2017 and December 31, 2016, respectively.

8. Allowance for Loan Losses

The following tables summarize the rollforward of the allowance for loan losses by portfolio segment for the three and six month periods ending June 30, 2017 and 2016 (in thousands).

		Three months ended June 30, 2017
		Balance at March 31, 2017				Charge-Offs				Recoveries				Provision (Credit)				Balance at June 30, 2017
Commercial		$	4,024			$	—			$	6			$	(205	)		$	3,825
Commercial loans secured by real estate			3,747				—				3				737				4,487
Real estate – mortgage			1,167				(60	)			27				17				1,151
Consumer			149				(33	)			43				(21	)			138
Allocation for general risk			993				—				—				(203	)			790
Total		$	10,080			$	(93	)		$	79			$	325			$	10,391

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8. Allowance for Loan Losses  – (continued)

		Three months ended June 30, 2016
		Balance at March 31, 2016				Charge-Offs				Recoveries				Provision (Credit)				Balance at June 30, 2016
Commercial		$	3,567			$	(14	)		$	4			$	765			$	4,322
Commercial loans secured by real estate			3,706				—				8				(440	)			3,274
Real estate – mortgage			1,157				(8	)			20				(94	)			1,075
Consumer			145				(40	)			6				24				135
Allocation for general risk			945				—				—				(5	)			940
Total		$	9,520			$	(62	)		$	38			$	250			$	9,746

		Six months ended June 30, 2017
		Balance at December 31, 2016				Charge-Offs				Recoveries				Provision (Credit)				Balance at June 30, 2017
Commercial		$	4,041			$	—			$	13			$	(229	)		$	3,825
Commercial loans secured by real estate			3,584				(14	)			5				912				4,487
Real estate – mortgage			1,169				(154	)			93				43				1,151
Consumer			151				(96	)			62				21				138
Allocation for general risk			987				—				—				(197	)			790
Total		$	9,932			$	(264	)		$	173			$	550			$	10,391

		Six months ended June 30, 2016
		Balance at December 31, 2015				Charge-Offs				Recoveries				Provision (Credit)				Balance at June 30, 2016
Commercial		$	4,244			$	(3,353	)		$	11			$	3,420			$	4,322
Commercial loans secured by real estate			3,449				—				36				(211	)			3,274
Real estate – mortgage			1,173				(46	)			62				(114	)			1,075
Consumer			151				(245	)			10				219				135
Allocation for general risk			904				—				—				36				940
Total		$	9,921			$	(3,644	)		$	119			$	3,350			$	9,746

The provision expense, charge-offs and recoveries were at more typical levels in the first half of 2017. The increased allocation to the commercial loans secured by real estate (CRE) in both the second quarter and first six months of 2017 reflect the downgrade in risk rating of two larger dollar ($4 to $7 million) CRE credits by management due to delinquency issues (see further discussion in the loan quality section of the MD&A). The substantially higher than typical provision and net loan charge-offs in the first three months 2016 for the commercial portfolio was necessary to resolve the Company’s only meaningful direct loan exposure to the energy industry. These loans were related to a single borrower in the fracking industry who had filed for bankruptcy protection in the fourth quarter of 2015. With the bankruptcy changing from Chapter 11 (reorganization) to Chapter 7 (liquidation) late in the first quarter of 2016, the Company concluded that its previously established reserves on these non-accrual loans were not sufficient to cover the discounted collateral values that resulted from the liquidation process.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

8. Allowance for Loan Losses  – (continued)

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

		At June 30, 2017
		Commercial				Commercial Loans Secured by Real Estate				Real Estate- Mortgage				Consumer				Allocation for General Risk				Total
Loans:
Individually evaluated for impairment		$	1,145			$	166			$	—			$	—							$	1,311
Collectively evaluated for impairment			161,431				464,743				246,771				18,990								891,935
Total loans		$	162,576			$	464,909			$	246,771			$	18,990							$	893,246
Allowance for loan losses:
Specific reserve allocation		$	467			$	30			$	—			$	—			$	—			$	497
General reserve allocation			3,358				4,457				1,151				138				790				9,894
Total allowance for loan losses		$	3,825			$	4,487			$	1,151			$	138			$	790			$	10,391

		At December 31, 2016
		Commercial				Commercial Loans Secured by Real Estate				Real Estate- Mortgage				Consumer				Allocation for General Risk				Total
Loans:
Individually evaluated for impairment		$	496			$	178			$	—			$	—							$	674
Collectively evaluated for impairment			171,033				446,420				245,765				19,872								883,090
Total loans		$	171,529			$	446,598			$	245,765			$	19,872							$	883,764
Allowance for loan losses:
Specific reserve allocation		$	496			$	31			$	—			$	—			$	—			$	527
General reserve allocation			3,545				3,553				1,169				151				987				9,405
Total allowance for loan losses		$	4,041			$	3,584			$	1,169			$	151			$	987			$	9,932

The segments of the Company’s loan portfolio are disaggregated to a level that allows management to monitor risk and performance. The loan segments used are consistent with the internal reports evaluated by the Company’s management and Board of Directors to monitor risk and performance within various segments of its loan portfolio and therefore, no further disaggregation into classes is necessary. The overall risk profile for the commercial loan segment is effected by non-owner occupied commercial real estate (CRE) loans, which include loans secured by non-owner occupied nonfarm nonresidential properties, as a meaningful portion of the commercial portfolio is centered in these types of accounts. The residential mortgage loan segment is comprised of first lien amortizing residential mortgage loans and home equity loans secured by residential real estate. The consumer loan segment consists primarily of installment loans and overdraft lines of credit connected with customer deposit accounts.

Management evaluates for possible impairment any individual loan in the commercial or commercial real estate segment with a loan balance in excess of $100,000 that is in nonaccrual status or classified as a Troubled Debt Restructure (TDR). Loans are considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in evaluating impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the

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8. Allowance for Loan Losses  – (continued)

circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. The Company does not separately evaluate individual consumer and residential mortgage loans for impairment, unless such loans are part of a larger relationship that is impaired, or are classified as a TDR.

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

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

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

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

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8. Allowance for Loan Losses  – (continued)

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

		June 30, 2017
		Impaired Loans with Specific Allowance								Impaired Loans with no Specific Allowance				Total Impaired Loans
		Recorded Investment				Related Allowance				Recorded Investment				Recorded Investment				Unpaid Principal Balance
Commercial		$	566			$	467			$	579			$	1,145			$	1,180
Commercial loans secured by real estate			151				30				15				166				200
Total impaired loans		$	717			$	497			$	594			$	1,311			$	1,380

		December 31, 2016
		Impaired Loans with Specific Allowance								Impaired Loans with no Specific Allowance				Total Impaired Loans
		Recorded Investment				Related Allowance				Recorded Investment				Recorded Investment				Unpaid Principal Balance
Commercial		$	496			$	496			$	—			$	496			$	517
Commercial loans secured by real estate			162				31				16				178				209
Total impaired loans		$	658			$	527			$	16			$	674			$	726

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

		Three months ended June 30,								Six months ended June 30,
		2017				2016				2017				2016
Average loan balance:
Commercial		$	815			$	1,020			$	602			$	1,103
Commercial loans secured by real estate			170				352				278				523
Average investment in impaired loans		$	985			$	1,372			$	880			$	1,626
Interest income recognized:
Commercial		$	10			$	4			$	13			$	8
Commercial loans secured by real estate			—				3				2				8
Interest income recognized on a cash basis on impaired loans		$	10			$	7			$	15			$	16

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

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8. Allowance for Loan Losses  – (continued)

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Company has a structured loan rating process, which dictates that, at a minimum, credit reviews are mandatory for all commercial and commercial mortgage loan relationships with aggregate balances in excess of $250,000 within a 12-month period. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as bankruptcy, delinquency, or death occurs to raise awareness of a possible credit event. The Company’s commercial relationship managers are responsible for the timely and accurate risk rating of the loans in their portfolios at origination and on an ongoing basis. Risk ratings are assigned by the account officer, but require independent review from the Company’s internal Loan Review Department. The Loan Review Department is an experienced independent function which reports directly to the Board’s Audit Committee. The scope of commercial portfolio coverage by the Loan Review Department is defined and presented to the Audit Committee for approval on an annual basis. The approved scope of coverage for 2017 requires review of a minimum range of 50% to 55% of the commercial loan portfolio.

In addition to loan monitoring by the account officer and Loan Review Department, the Company also requires presentation of all credits rated Pass-6 with aggregate balances greater than $1,000,000, all credits rated Special Mention or Substandard with aggregate balances greater than $250,000, and all credits rated Doubtful with aggregate balances greater than $100,000 on an individual basis to the Company’s Loan Loss Reserve Committee on a quarterly basis. Additionally, the Asset Quality Task Force, which is a group comprised of senior level personnel, meets monthly to monitor the status of problem loans.

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

		June 30, 2017
		Pass				Special Mention				Substandard				Doubtful				Total
Commercial		$	159,567			$	230			$	2,312			$	467			$	162,576
Commercial loans secured by real estate			444,012				14,829				6,053				15				464,909
Total		$	603,579			$	15,059			$	8,365			$	482			$	627,485

		December 31, 2016
		Pass				Special Mention				Substandard				Doubtful				Total
Commercial		$	168,116			$	1,087			$	1,830			$	496			$	171,529
Commercial loans secured by real estate			436,318				7,497				2,767				16				446,598
Total		$	604,434			$	8,584			$	4,597			$	512			$	618,127

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

		June 30, 2017
		Performing				Non-Performing
Real estate – mortgage		$	245,728			$	1,043
Consumer			18,982				8
Total		$	264,710			$	1,051

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8. Allowance for Loan Losses  – (continued)

		December 31, 2016
		Performing				Non-Performing
Real estate – mortgage		$	244,836			$	929
Consumer			19,872				—
Total		$	264,708			$	929

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

		June 30, 2017
		Current				30 – 59 Days Past Due				60 – 89 Days Past Due				90 Days Past Due				Total Past Due				Total Loans				90 Days Past Due and Still Accruing
Commercial		$	161,408			$	1,168			$	—			$	—			$	1,168			$	162,576			$	—
Commercial loans secured by real estate			455,037				4,438				5,282				152				9,872				464,909				—
Real estate – mortgage			242,582				2,771				769				649				4,189				246,771				—
Consumer			18,921				41				20				8				69				18,990				—
Total		$	877,948			$	8,418			$	6,071			$	809			$	15,298			$	893,246			$	—

		December 31, 2016
		Current				30 – 59 Days Past Due				60 – 89 Days Past Due				90 Days Past Due				Total Past Due				Total Loans				90 Days Past Due and Still Accruing
Commercial		$	171,292			$	237			$	—			$	—			$	237			$	171,529			$	—
Commercial loans secured by real estate			446,477				121				—				—				121				446,598				—
Real estate – mortgage			241,802				2,856				610				497				3,963				245,765				—
Consumer			19,795				50				27				—				77				19,872				—
Total		$	879,366			$	3,264			$	637			$	497			$	4,398			$	883,764			$	—

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

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

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

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8. Allowance for Loan Losses  – (continued)

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

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

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

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

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

		June 30, 2017				December 31, 2016
Non-accrual loans
Commercial		$	467			$	496
Commercial loans secured by real estate			166				178
Real estate – mortgage			1,043				929
Consumer			8				—
Total			1,684				1,603
Other real estate owned
Real estate – mortgage			—				21
Total			—				21
TDR’s not in non-accrual			678				—
Total non-performing assets including TDR		$	2,362			$	1,624
Total non-performing assets as a percent of loans, net of unearned income, and other real estate owned			0.26	%			0.18	%

The Company had no loans past due 90 days or more for the periods presented which were accruing interest.

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

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

		Three months ended June 30,								Six months ended June 30,
		2017				2016				2017				2016
Interest income due in accordance with original terms		$	17			$	20			$	33			$	79
Interest income recorded			—				—				—				—
Net reduction in interest income		$	17			$	20			$	33			$	79

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

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

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

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

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

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

The following table details the loans modified as TDRs during the three and six month periods ended June 30, 2017 (dollars in thousands).

Loans in non-accrual status

# of Loans

Current Balance

Concession Granted

Commercial loan

2

$

678

Extension of maturity date with interest only period

The Company had no loans modified as TDRs during the three and six month periods ending June 30, 2016.

In all instances where loans have been modified in troubled debt restructurings the pre-and post-modified balances are the same. The specific ALL reserve for loans modified as TDR’s was $467,000 and $523,000 as of June 30, 2017 and 2016, respectively. All TDR’s are individually evaluated for impairment and a related allowance is recorded, as needed.

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

The Company had no loans that were classified as TDR’s or were subsequently modified during each 12-month period prior to the current reporting periods, which begin January 1, 2017 and 2016 (six month periods) and April 1, 2017 and 2016 (three month periods), respectively, and that subsequently defaulted during these reporting periods.

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

Foreclosed assets acquired in settlement of loans carried at fair value less estimated costs to sell are included in the other assets on the Consolidated Balance Sheet. As of June 30, 2017 and December 31, 2016, a total of $-0-and $21,000, respectively of residential real estate foreclosed assets were included in other assets. As of June 30, 2017, the Company had initiated formal foreclosure procedures on $312,000 of consumer residential mortgages.

10. Federal Home Loan Bank Borrowings

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

		At June 30, 2017
Type		Maturing				Amount				Weighted Average Rate
Open Repo Plus			Overnight			$	42,101				0.95	%
Advances			2017				7,000				1.13
			2018				12,000				1.48
			2019				12,500				1.51
			2020				12,542				1.67
			2021 and over				1,000				1.60
Total advances							45,042				1.45
Total FHLB borrowings						$	87,143				1.21	%

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

10. Federal Home Loan Bank Borrowings  – (continued)

		At December 31, 2016
Type		Maturing				Amount				Weighted Average Rate
Open Repo Plus			Overnight			$	12,754				0.74	%
Advances			2017				12,000				1.06
			2018				12,000				1.48
			2019				12,500				1.51
			2020				8,042				1.59
			2021 and over				1,000				1.60
Total advances							45,542				1.37
Total FHLB borrowings						$	58,296				1.23	%

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

11. Preferred Stock

On August 11, 2011, pursuant to the Small Business Lending Fund (SBLF), the Company issued and sold to the US Treasury 21,000 shares of its Senior Non-Cumulative Perpetual Preferred Stock, Series E (Series E Preferred Stock) for the aggregate proceeds of $21 million. The SBLF was a voluntary program sponsored by the US Treasury that encouraged small business lending by providing capital to qualified community banks at favorable rates. The Company used the proceeds from the Series E Preferred Stock issued to the US Treasury to repurchase all 21,000 shares of its outstanding preferred shares previously issued to the US Treasury under the Capital Purchase Program.

On January 27, 2016, the Company redeemed the Series E Preferred Stock, at a redemption price of 100% of the liquidation amount plus accrued but unpaid dividends, after receiving approval from its federal banking regulator and the US Treasury.

12. Accumulated Other Comprehensive Loss

The following table presents the changes in each component of accumulated other comprehensive loss, net of tax, for the three and six months ended June 30, 2017 and 2016 (in thousands):

		Three months ended June 30, 2017												Three months ended June 30, 2016
		Net Unrealized Gains and (Losses) on Investment Securities AFS(1)				Defined Benefit Pension Items(1)				Total(1)				Net Unrealized Gains and (Losses) on Investment Securities AFS(1)				Defined Benefit Pension Items(1)				Total(1)
Beginning balance		$	(127	)		$	(11,356	)		$	(11,483	)		$	1,506			$	(8,030	)		$	(6,524	)
Other comprehensive income before reclassifications			178				262				440				325				174				499
Amounts reclassified from accumulated other comprehensive loss			(21	)			—				(21	)			(40	)			—				(40	)
Net current period other comprehensive income			157				262				419				285				174				459
Ending balance		$	30			$	(11,094	)		$	(11,064	)		$	1,791			$	(7,856	)		$	(6,065	)

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

12. Accumulated Other Comprehensive Loss  – (continued)

		Six months ended June 30, 2017												Six months ended June 30, 2016
		Net Unrealized Gains and (Losses) on Investment Securities AFS(1)				Defined Benefit Pension Items(1)				Total(1)				Net Unrealized Gains and (Losses) on Investment Securities AFS(1)				Defined Benefit Pension Items(1)				Total(1)
Beginning balance		$	(171	)		$	(11,406	)		$	(11,577	)		$	808			$	(8,363	)		$	(7,555	)
Other comprehensive income before reclassifications			240				312				552				1,060				507				1,567
Amounts reclassified from accumulated other comprehensive loss			(39	)			—				(39	)			(77	)			—				(77	)
Net current period other comprehensive income			201				312				513				983				507				1,490
Ending balance		$	30			$	(11,094	)		$	(11,064	)		$	1,791			$	(7,856	)		$	(6,065	)

The following table presents the amounts reclassified out of each component of accumulated other comprehensive loss for the three and six months ended June 30, 2017 and 2016 (in thousands):

		Amount reclassified from accumulated other comprehensive loss(1)
Details about accumulated other comprehensive loss components		For the three months ended June 30, 2017				For the three months ended June 30, 2016				Affected line item in the consolidated statement of operations
Realized (gains) and losses on sale of securities
		$	(32	)		$	(60	)			Net realized gains on investment securities
			11				20				Provision for income tax expense
		$	(21	)		$	(40	)			Net of tax
Total reclassifications for the period		$	(21	)		$	(40	)			Net income

		Amount reclassified from accumulated other comprehensive loss(1)
Details about accumulated other comprehensive loss components		For the six months ended June 30, 2017				For the six months ended June 30, 2016				Affected line item in the consolidated statement of operations
Realized (gains) and losses on sale of securities
		$	(59	)		$	(117	)			Net realized gains on investment securities
			20				40				Provision for income tax expense
		$	(39	)		$	(77	)			Net of tax
Total reclassifications for the period		$	(39	)		$	(77	)			Net income

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

13. Regulatory Capital

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

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital to risk-weighted assets, Tier 1 capital to average assets, and common equity Tier I capital (as defined in the regulations) to risk-weighted assets (RWA) (as defined). Additionally under Basel III rules, the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital. As of June 30, 2017, the Bank was categorized as “Well Capitalized” under the regulatory framework for prompt corrective action promulgated by the Federal Reserve. The Company believes that no conditions or events have occurred that would change this conclusion as of such date. To be categorized as Well Capitalized, the Bank must maintain minimum Total Capital, Common Equity Tier 1 Capital, Tier 1 Capital, and Tier 1 leverage ratios as set forth in the table. Additionally, while not a regulatory capital ratio, the Company’s tangible common equity ratio was 7.27% at June 30, 2017 (in thousands, except ratios).

		AT JUNE 30, 2017
		COMPANY								BANK								MINIMUM REQUIRED FOR CAPITAL ADEQUACY PURPOSES				TO BE WELL CAPITALIZED UNDER PROMPT CORRECTIVE ACTION REGULATIONS*
		AMOUNT				RATIO				AMOUNT				RATIO				RATIO				RATIO
		(IN THOUSANDS, EXCEPT RATIOS)
Total Capital (To Risk Weighted Assets)		$	125,923				13.13	%		$	109,174				11.45	%			9.25	%			10.00	%
Tier 1 Common Equity (To Risk Weighted Assets)			95,397				9.94				97,949				10.27				5.75				6.50
Tier 1 Capital (To Risk Weighted Assets)			107,245				11.18				97,949				10.27				7.25				8.00
Tier 1 Capital (To Average Assets)			107,245				9.24				97,949				8.57				4.00				5.00