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AMERISERV FINANCIAL INC PA

For the period ended Sep 30, 2024. Filed Nov 12, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 12, 2024

ASRV$4.73-1.7%Stored close · as of Nov 9, 2026

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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) and AmeriServ Trust and Financial Services Company (the Trust Company). The Bank is a Pennsylvania state-chartered full-service bank with 15 locations in Pennsylvania and 1 location in Maryland. The Trust Company offers a complete range of trust and financial services and administers assets valued at $2.6 billion and $2.5 billion that are not reported on the Company’s Consolidated Balance Sheets at September 30, 2024 and December 31, 2023, respectively. Effective October 1, 2024, the Trust Company merged with and into the Bank. See Note 17 Subsequent Events for more information.

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. Intercompany accounts and transactions have been eliminated in preparing the Consolidated Financial Statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (generally accepted accounting principles or GAAP) requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results may differ from these estimates and the differences may be material to the Consolidated Financial Statements. The Company’s most significant estimates relate to the allowance for credit losses (related to investment securities, loans, and unfunded commitments), pension, and derivatives (interest rate swaps/hedges).

  1. 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, 2023.

  1. Revenue Recognition

Accounting Standards Codification Topic 606,Revenue from Contracts with Customers, requires the Company to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers at the time the transfer of goods or services takes place. Management determined that the primary sources of revenue associated with financial instruments, including interest and fee income on loans and interest on investments, along with certain non-interest revenue sources including net realized gains (losses) on investment securities, mortgage related fees, net gains on loans held for sale, and bank owned life insurance are not within the scope of Topic 606. These sources of revenue cumulatively comprise 81.2% of the total gross revenue of the Company.

Non-interest income within the scope of Topic 606 is as follows:

●Wealth management fees - Wealth management fee income is primarily comprised of fees earned from the management and administration of trusts and customer investment portfolios. The Company’s performance obligation is generally satisfied over a period of time and the resulting fees are billed monthly or quarterly, based upon the month end market value of the assets under management. Payment is generally received after month end through a direct charge to customers’ accounts. Due to this delay in payment, a receivable of $850,000 has been established as of September 30, 2024 and is included in other assets on the Consolidated Balance Sheets in order to properly recognize the revenue earned but not yet received. Other performance obligations (such as delivery of account statements to customers) are generally considered immaterial to the overall transactions’ price. Commissions on transactions are recognized on a trade-date basis as the performance obligation is satisfied at the point in time in which the trade is processed. Also included within wealth management fees are commissions from the sale of mutual funds, annuities, and life insurance products.

Commissions on the sale of mutual funds, annuities, and life insurance products are recognized when sold, which is when the Company has satisfied its performance obligation.

●Service charges on deposit accounts - The Company has contracts with its deposit account customers where fees are charged for certain items or services. Service charges include account analysis fees, monthly service fees, overdraft fees, and other deposit account related fees. Revenue related to account analysis fees and service fees is recognized on a monthly basis as the Company has an unconditional right to the fee consideration. Fees attributable to specific performance obligations of the Company (i.e. overdraft fees, etc.) are recognized at a defined point in time based on completion of the requested service or transaction.
●Other non-interest income - Other non-interest income consists of other recurring revenue streams such as safe deposit box rental fees, gain (loss) on sale of other real estate owned, ATM and VISA debit card fees, and other miscellaneous revenue streams. Safe deposit box rental fees are charged to the customer on an annual basis and recognized when billed. However, if the safe deposit box rental fee is prepaid (i.e. paid prior to issuance of annual bill), the revenue is recognized upon receipt of payment. The Company has determined that since rentals and renewals occur consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation. Gains and losses on the sale of other real estate owned are recognized at the completion of the property sale when the buyer obtains control of the real estate and all the performance obligations of the Company have been satisfied. The Company offers ATM and VISA debit cards to deposit account holders which allows our customers to access their account electronically at ATMs and POS terminals. Fees related to ATM and VISA debit card transactions are recognized when the transactions are completed and the Company has satisfied its performance obligation.

The following presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three- and nine-month periods ending September 30, 2024 and 2023 (in thousands).

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · Three months ended · Nine months ended
​ · September 30, · ​ · September 30,
​ · ​ · 2024 · 2023 · 2024 · 2023
Non-interest income: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
In-scope of Topic 606 · ​ · ​ · ​ · ​
Wealth management fees​$3,050​$2,845​$9,375​$8,372
Service charges on deposit accounts​304​311​890​857
Other​525​554​1,546​1,551
Non-interest income (in-scope of Topic 606)​3,879​3,710​11,811​10,780
Non-interest income (out-of-scope of Topic 606)​324​546​1,711​2,845
Total non-interest income​$4,203​$4,256​$13,522​$13,625
  1. 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. For the three-month periods ending September 30, 2024 and 2023, options to purchase 204,000 common shares, with an exercise price of $2.96 to $4.22, and options to purchase 287,500 common shares, with an exercise price of $2.96 to $4.22, respectively, were outstanding but were not included in the computation of diluted earnings per common share because to do so would be anti-dilutive. For the nine-month periods ending September 30, 2024 and 2023, options to purchase 204,000 common shares, with an exercise price of $2.96 to $4.22, and options to purchase 177,000 common shares, with an exercise price of $3.32 to $4.22, respectively, were outstanding but were not included in the computation of diluted earnings per common share because to do so would be anti-dilutive.

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended · ​ · Nine months ended
​ · ​ · September 30, · ​ · September 30,
​ · 2024 · 2023 · 2024 · 2023
​ · ​ · (In thousands, except per share data)
Numerator: · ​ · ​ · ​ · ​ · ​ · ​
Net income​$1,183​$647​$2,712​$1,975
Denominator:​​​​
Weighted average common shares outstanding (basic)​16,519​17,147​16,897​17,142
Effect of stock options​—​—​—​4
Weighted average common shares outstanding (diluted)​16,519​17,147​16,897​17,146
Earnings per common share:​​​​
Basic​$0.07​$0.04​$0.16​$0.12
Diluted​0.07​0.04​0.16​0.12
  1. 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 both money market funds and commercial paper. The Company received a $1.1 million income tax refund in the first nine months of 2024 compared to income tax payments of $500,000 in the same 2023 period. The Company made total interest payments of $23,761,000 in the first nine months of 2024 compared to $15,392,000 in the same 2023 period. The Company had non-cash transfers to other real estate owned (OREO) and repossessed assets of $1,930,000 in the first nine months of 2024 compared tono non-cash transfers in the same 2023 period. During the first nine months of 2024, the Company entered into a new operating lease related to an office location and recorded a right-of-use asset andlease liability of $1.1 million. During the first nine months of 2024, the Company entered into two new financing leases related to an office location and equipment and recorded right-of-use assets andlease liabilities of $298,000. The execution of these new leases was partially offset by the termination oftwo financing leases related to an office location and equipment which led to thewrite-off of $141,000 of right-of-use assets and lease liabilities during the first nine months of 2024. During the first nine months of 2023, the Company entered into a new financing lease related to an office location and recorded a right-of-use asset andlease liability of $147,000.

As a result of the adoption of ASC 326,Financial Instruments – Credit Losses (CECL), the Company had non-cash transactions during the first nine months of 2023 associated with the day one adjustments necessary to record the adoption. Specifically, the adoption of this accounting standard necessitated that a day one increase of $1.2 million be made to the allowance for credit losses on our loan portfolio. Furthermore, ASC 326 necessitated that the Company establish an allowance for expected credit losses for held to maturity (HTM) debt securities. Based upon the credit quality of the Company’s HTM debt securities portfolio, the day one allowance for credit losses on our HTM securities portfolio totaled $114,000. Finally, the adoption of CECL led to the recognition of a day one increase of $177,000 for the Company’s unfunded loan commitments.

  1. Investment Securities

Securities are classified at the time of purchase as investment securities held to maturity if it is management’s intent and the Company has the ability to hold the securities until maturity. These held to maturity securities are carried on the Company’s books at cost, adjusted for amortization of premium and accretion of discount which is computed using the level yield method which approximates the effective interest method. Alternatively, securities are classified as available for sale if it is management’s intent at the time of purchase to hold the securities for an indefinite period of time and/or to use the securities as part of the Company’s asset/liability management strategy. Securities classified as available for sale include securities which may be sold to effectively manage interest rate risk exposure, prepayment risk, and other factors (such as liquidity requirements). These available for sale securities are reported at fair value with unrealized aggregate appreciation/depreciation excluded from income and credited/charged to accumulated other comprehensive income (loss) within shareholders’ equity on a net of tax basis. Realized gains or losses on securities sold are computed upon the adjusted cost of the specific securities sold. Additionally, the Company holds equity securities which are comprised of mutual funds held within a rabbi trust for the executive deferred compensation plan. Such securities are reported at fair value within other assets on the Consolidated Balance Sheets. Unrealized holding gains and losses on equity securities are included in earnings.

Allowance for Credit Losses – Held to Maturity Securities

The Company measures expected credit losses on held to maturity debt securities, which are comprised of U.S. government agency and mortgage-backed securities as well as taxable municipal, corporate, and other bonds. The Company’s agency and mortgage-backed securities are issued by U.S. government entities and agencies and are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies, and have a long history ofno credit losses. As such, no allowance for credit losses has been established for these securities. The allowance for credit losses on the taxable municipal, corporate, and other bonds within the held to maturity securities portfolio is calculated using the probability of default/loss given default (PD/LGD) method. The calculation is completed on a quarterly basis using the default studies provided by an industry leading source. Additionally, based on management judgment, certain qualitative adjustments, such as the Company’s historical loss experience and/or the issuer’s credit quality, may be applied. At September 30, 2024 and December 31, 2023, the allowance for credit losses on the held to maturity securities portfolio totaled $88,000 and $37,000, respectively.

The allowance for credit losses on held to maturity debt securities is included within investment securities held to maturity on the Consolidated Balance Sheets. Changes in the allowance for credit losses are recorded within provision (recovery) for credit losses on the Consolidated Statements of Operations.

Accrued interest receivable on held to maturity debt securities totaled $439,000 and $388,000 at September 30, 2024 and December 31, 2023, respectively, and is included within accrued interest income receivable on the Consolidated Balance Sheets. This amount is excluded from the estimate of expected credit losses. Held to maturity debt securities are typically classified as non-accrual when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about the further collectability of principal or interest. When held to maturity debt securities are placed on non-accrual status, unpaid interest credited to income is reversed. The Company hadno held to maturity debt securities in non-accrual status or past due over 90 days still accruing interest at September 30, 2024 and December 31, 2023. The underlying issuers continue to make timely principal and interest payments on the securities.

Allowance for Credit Losses – Available for Sale Securities

The Company measures expected credit losses on available for sale debt securities when the Company does not intend to sell, or when it is not more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For available for sale debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this evaluation indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost, a credit loss exists and an allowance for credit losses is recorded for the credit loss, equal to the amount that the fair value is less than the amortized cost basis. At September 30, 2024 and December 31, 2023, the allowance for credit losses on the available for sale securities portfolio totaled $360,000 and $926,000, respectively.

The allowance for credit losses on available for sale debt securities is included within investment securities available for sale on the Consolidated Balance Sheets. Changes in the allowance for credit losses are recorded within provision (recovery) for credit losses on the Consolidated Statements of Operations. Losses are charged against the allowance when the Company believes the collectability of an available for sale security is in jeopardy or when either of the criteria regarding intent or requirement to sell is met.

Accrued interest receivable on available for sale debt securities totaled $1.1 million and $988,000 at September 30, 2024 and December 31, 2023, respectively, and is included within accrued interest income receivable on the Consolidated Balance Sheets. This amount is excluded from the estimate of expected credit losses. Available for sale debt securities are typically classified as non-accrual when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about the further collectability of principal or interest. When

available for sale debt securities are placed on non-accrual status, unpaid interest credited to income is reversed. It should be noted that the Company hadone available for sale debt security in non-accrual status at September 30, 2024 totaling $1.0 million with an associated allowance for credit losses of $360,000. This is compared toone available for sale debt security in non-accrual status at December 31, 2023 totaling $926,000 with an associated allowance for credit losses of $926,000. When these corporate securities were transferred to non-accrual status, interest income from investments was unfavorably impacted due to the reversal of previously recognized income. Specifically, unpaid interest on these securities which was reversed totaled $73,000 for the three- and nine-month periods ended September 30, 2024 and $17,000 for the nine-month period ended September 30, 2023.

The cost basis and fair values of investment securities are summarized as follows:

Investment securities available for sale (AFS):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · September 30, 2024
​ · ​ · ​ · ​ · ​ · GROSS · ​ · GROSS · ​ · ALLOWANCE · ​ · ​ · ​
​​​​​UNREALIZED​UNREALIZED​FOR CREDIT​FAIR
​ · COST BASIS · GAINS · LOSSES · ​ · LOSSES · VALUE
​ · ​ · (IN THOUSANDS)
U.S. Agency​$5,404​$—​$(547)​$—​$4,857
U.S. Agency mortgage-backed securities​103,083​307​(9,779)​​—​93,611
Municipal​9,163​4​(493)​​—​8,674
Corporate bonds​60,117​133​(2,441)​​(360)​57,449
Total​$177,767​$444​$(13,260)​$(360)​$164,591

Investment securities held to maturity (HTM):

​​​​​​​​​​​​​​​​
​ · ​ · September 30, 2024
​ · ​ · ​ · ​ · ​ · GROSS · ​ · GROSS · ​ · ​ · ​ · ​ · ALLOWANCE
​ · ​ · ​ · ​ · ​ · UNREALIZED · ​ · UNREALIZED · ​ · FAIR · ​ · FOR CREDIT
​ · COST BASIS · GAINS · LOSSES · ​ · VALUE · LOSSES
​ · ​ · (IN THOUSANDS)
U.S. Agency​$2,500​$—​$(284)​$2,216​$—
U.S. Agency mortgage-backed securities​​27,015​​187​​(1,649)​​25,553​​—
Municipal​32,521​14​(1,752)​30,783​(2)
Corporate bonds and other securities​3,415​—​(77)​3,338​(86)
Total​$65,451​$201​$(3,762)​$61,890​$(88)

Investment securities available for sale (AFS):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · December 31, 2023
​ · ​ · ​ · ​ · ​ · GROSS · ​ · GROSS · ​ · ALLOWANCE · ​ · ​ · ​
​​​​​UNREALIZED​UNREALIZED​FOR CREDIT​FAIR
​ · COST BASIS · GAINS · LOSSES · ​ · LOSSES · VALUE
​ · ​ · (IN THOUSANDS)
U.S. Agency​$6,035​$—​$(696)​$—​$5,339
U.S. Agency mortgage-backed securities​104,820​179​(11,924)​​—​93,075
Municipal​11,159​1​(800)​​—​10,360
Corporate bonds​62,004​46​(4,187)​​(926)​56,937
Total​$184,018​$226​$(17,607)​$(926)​$165,711

Investment securities held to maturity (HTM):

​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2023
​ · ​ · ​ · ​ · ​ · GROSS · ​ · GROSS · ​ · ​ · ​ · ​ · ALLOWANCE
​ · ​ · ​ · ​ · ​ · UNREALIZED · ​ · UNREALIZED · ​ · FAIR · ​ · FOR CREDIT
​ · ​ · COST BASIS · GAINS · LOSSES · ​ · VALUE · LOSSES
​ · ​ · (IN THOUSANDS)
U.S. Agency$2,500​$—​$(379)​$2,121​$—
U.S. Agency mortgage-backed securities​24,222​​49​​(2,058)​​22,213​​—
Municipal​32,787​—​(2,797)​29,990​(2)
Corporate bonds and other securities​4,470​—​(173)​4,297​(35)
Total​$63,979​$49​$(5,407)​$58,621​$(37)

The Company soldno AFS securities during the third quarter of 2024 while the proceeds from the sale of AFS securities totaled $935,000 during the first nine months of 2024 resulting in the recognition ofno gross investment security gains or losses. The Company had established an allowance for credit losses on one of the AFS securities sold during the first nine months of 2024. In accordance with ASC 326,Financial Instruments – Credit Losses, once the Company decided to sell the security (i.e. intent to sell), the security was charged down, against the allowance, to fair value therefore resulting inno gain or loss. The Company soldno AFS securities during the third quarter or first nine months of 2023.

The carrying value of securities, both available for sale and held to maturity, pledged to secure public and trust deposits was $137,120,000 at September 30, 2024 and $135,624,000 at December 31, 2023.

The interest rate environment and market yields can have a significant impact on the yield earned on mortgage-backed securities (MBS). Prepayment speed assumptions are an important factor to consider when evaluating the returns on an MBS. Generally, as interest rates decline, borrowers have more incentive to refinance into a lower rate, so prepayments will rise. Conversely, as interest rates increase, prepayments will decline. When an MBS is purchased at a premium, the yield will decrease as prepayments increase and the yield will increase as prepayments decrease. As of September 30, 2024, the Company had low premium risk as the book value of our mortgage-backed securities purchased at a premium was only 100.7% of the par value.

Contractual maturities of securities at September 30, 2024 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 weighted average duration of the total investment securities portfolio at September 30, 2024 was 43.7 months and was shorter than the duration at December 31, 2023 which was 49.4 months. The duration remains within our internally established guideline to not exceed 60 months which we believe was appropriate to maintain proper levels of liquidity, interest rate risk, market valuation sensitivity and profitability.

Total investment securities:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · September 30, 2024
​ · ​ · Available for sale · ​ · Held to maturity
​ · Cost Basis · Fair Value · Cost Basis · Fair Value
Within 1 year​$10,170​$10,135​$3,541​$3,516
After 1 year but within 5 years​31,486​30,353​14,606​14,321
After 5 years but within 10 years​37,767​35,346​19,746​18,060
Over 10 years​98,344​88,757​27,558​25,993
Total​$177,767​$164,591​$65,451​$61,890

The following table summarizes the available for sale debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded as of September 30, 2024, aggregated by security type and length of time in a continuous loss position (in thousands):

​​​​​​​​​​​​​​​​​​​
​ · ​ · September 30, 2024
​ · ​ · LESS THAN 12 MONTHS · ​ · 12 MONTHS OR LONGER · ​ · TOTAL
​ · ​ · FAIR · ​ · UNREALIZED · ​ · FAIR · ​ · UNREALIZED · ​ · FAIR · ​ · UNREALIZED
​ · VALUE · LOSSES · VALUE · LOSSES · VALUE · LOSSES
U.S. Agency​$—​$—​$4,857​$(547)​$4,857​$(547)
U.S. Agency mortgage-backed securities​​—​​—​​67,990​​(9,779)​​67,990​​(9,779)
Municipal​—​​—​​8,430​​(493)​​8,430​​(493)
Corporate bonds​2,876​​(46)​​35,849​​(2,395)​​38,725​​(2,441)
Total​$2,876​$(46)​$117,126​$(13,214)​$120,002​$(13,260)

At September 30, 2024, within the available for sale debt securities portfolio, the Company hadfour corporate bonds that have been in a gross unrealized loss position for less than 12 months with depreciation of 1.6% from its amortized cost basis. Additionally, at September 30, 2024, within the available for sale debt securities portfolio, the Company hadsix U.S. Agency,130 U.S. Agency mortgage-backed securities,26 municipal, and 74 corporate bonds that have been in a gross unrealized loss position for greater than 12 months with depreciation of 10.1% from its amortized cost basis.

These 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 decrease, the fair value of securities will increase. Management generally views changes in fair value caused by changes in interest rates as temporary; therefore, no provision for credit losses has been recorded for these securities. 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 or mature.

The following tables present the activity in the allowance for credit losses on available for sale debt securities by major security type for the three and nine months ended September 30, 2024 and 2023 (in thousands).

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended September 30, 2024
​​Balance at June 30, 2024​Charge-Offs​Recoveries​Provision (Recovery)​Balance at September 30, 2024
Corporate bonds​$360​$—​$—​$—​$360
Total​$360​$—​$—​$—​$360
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended September 30, 2023
​​Balance at June 30, 2023​Charge-Offs​Recoveries​Provision (Recovery)​Balance at September 30, 2023
Corporate bonds​$926​$—​$—​$—​$926
Total​$926​$—​$—​$—​$926
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Nine months ended September 30, 2024
​​Balance at December 31, 2023​Charge-Offs​Recoveries​Provision (Recovery)​Balance at September 30, 2024
Corporate bonds​$926​$(491)​$—​$(75)​$360
Total​$926​$(491)​$—​$(75)​$360
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Nine months ended September 30, 2023
​​Balance at December 31, 2022​Impact of Adopting ASC 326​Charge-Offs​Recoveries​Provision (Recovery)​Balance at September 30, 2023
Corporate bonds​$—​$—​$—​$—​$926​$926
Total​$—​$—​$—​$—​$926​$926

The Company did not record a provision for credit losses on available for sale debt securities during the third quarter of 2024 and 2023. For the nine months of 2024, the Company recognized a $75,000 provision for credit losses recovery on available for sale debt securities after recognizing $926,000 of provision expense in the first nine months of 2023. During 2023, the recognition of the provision expense resulted from a subordinated debt investment issued by Signature Bank which was closed by banking regulators on March 12, 2023. The security was successfully sold during the first quarter of 2024 which resulted in a charge-off of $491,000 and recognition of a provision for credit losses recovery of $435,000. This recovery was partially offset by the establishment of a $360,000 allowance for credit losses on a corporate AFS security deemed to be credit impaired.

The following tables present the activity in the allowance for credit losses on held to maturity debt securities by major security type for the three and nine months ended September 30, 2024 and 2023 (in thousands).

​​​​​​​​​​​​​​​​
​ · ​ · Three months ended September 30, 2024
​ · ​ · Balance at June 30, 2024 · ​ · Charge-Offs · ​ · Recoveries · ​ · Provision (Recovery) · ​ · Balance at September 30, 2024
U.S. Agency$—​$—$—$—$—
U.S. Agency mortgage-backed securities​​—​​—​​—​​—​​—
Municipal​​2​​—​​—​​—​​2
Corporate bonds and other securities​​98​​—​​—​​(12)​​86
Total​$100​$—​$—​$(12)​$88
​​​​​​​​​​​​​​​​
​ · ​ · Three months ended September 30, 2023
​ · ​ · Balance at June 30, 2023 · ​ · Charge-Offs · ​ · Recoveries · ​ · Provision (Recovery) · ​ · Balance at September 30, 2023
U.S. Agency$—​$—$—$—$—
U.S. Agency mortgage-backed securities​​—​​—​​—​​—​​—
Municipal​​2​​—​​—​​—​​2
Corporate bonds and other securities​​107​​—​​—​​(77)​​30
Total​$109​$—​$—​$(77)​$32
​​​​​​​​​​​​​​​​
​ · ​ · Nine months ended September 30, 2024
​ · ​ · Balance at December 31, 2023 · ​ · Charge-Offs · ​ · Recoveries · ​ · Provision (Recovery) · ​ · Balance at September 30, 2024
U.S. Agency$—​$—$—$—$—
U.S. Agency mortgage-backed securities​​—​​—​​—​​—​​—
Municipal​​2​​—​​—​​—​​2
Corporate bonds and other securities​​35​​—​​—​​51​​86
Total​$37​$—​$—​$51​$88
​​​​​​​​​​​​​​​​​​​
​ · ​ · Nine months ended September 30, 2023
​ · ​ · Balance at December 31, 2022 · ​ · Impact of Adopting ASC 326 · ​ · Charge-Offs · ​ · Recoveries · ​ · Provision (Recovery) · ​ · Balance at September 30, 2023
U.S. Agency$—​$—$—$—$—$—
U.S. Agency mortgage-backed securities​​—​​—​​—​​—​​—​​—
Municipal​​—​​3​​—​​—​​(1)​​2
Corporate bonds and other securities​​—​​111​​—​​—​​(81)​​30
Total​$—​$114​$—​$—​$(82)​$32

As stated previously, the Company’s agency and mortgage-backed securities are issued by U.S. government entities and agencies and are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies, and have a long history ofno credit losses. As such, no allowance for credit losses has been established for these securities. The allowance for credit losses on the taxable municipal, corporate, and other bonds within the held to

maturity securities portfolio is calculated using the PD/LGD method. The calculation is completed on a quarterly basis using the default studies provided by an industry leading source. Additionally, based on management judgment, certain qualitative adjustments, such as the Company’s historical loss experience and/or the issuer’s credit quality, may be applied.

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. The Company monitors the credit ratings of its debt securities on a quarterly basis. At September 30, 2024,57.2% of the total investment securities portfolio was rated AAA as compared to 55.9% at December 31, 2023. Approximately 14.5% of the total investment securities portfolio was either rated below A or unrated at September 30, 2024 as compared to 15.1% at December 31, 2023.

Specifically, the following table summarizes the amortized cost of held to maturity debt securities at September 30, 2024, aggregated by credit quality indicator (in thousands).

​​​​​​​​​​​​​
​ · ​ · September 30, 2024
​ · ​ · Credit Rating
​ · ​ · AAA/AA/A · ​ · BBB/BB/B · ​ · Unrated · ​ · Total
U.S. Agency$2,500​$—$—$2,500
U.S. Agency mortgage-backed securities​​27,015​​—​​—​​27,015
Municipal​​32,521​​—​​—​​32,521
Corporate bonds and other securities​​2,000​​—​​1,415​​3,415
Total​$64,036​$—​$1,415​$65,451
  1. Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at their outstanding unpaid principal balances, net of any deferred fees or costs and an allowance for credit losses. Interest income is accrued on the unpaid principal balance. As of September 30, 2024 and December 31, 2023, accrued interest receivable on loans totaled $4.3 million and $4.2 million, respectively, which is reported in accrued interest income receivable on the Consolidated Balance Sheets and is excluded from the estimate of credit losses. Loan origination and commitment fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the yield (interest income) over the contractual life of the loan.

The segments of the Company’s loan portfolio are disaggregated into classes that allows management to monitor risk and performance. The loan classes used are consistent with the internal reports evaluated by the Company’s management and Board of Directors to monitor risk and performance within various segments of its loan portfolio. The commercial loan segment includes both the owner occupied commercial real estate loan and the other commercial and industrial loan classes. The commercial real estate loan segment includes the non-owner occupied commercial real estate loan classes of retail, multi-family, and other. The residential mortgage loan segment is comprised of first lien amortizing residential mortgage loans while the consumer loan segment consists primarily of home equity loans secured by residential real estate, installment loans, and overdraft lines of credit associated with customer deposit accounts.

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

​​​​​​​
​ · ​ · September 30, 2024 · ​ · December 31, 2023
Commercial:​​​​​​
Commercial real estate (owner occupied) (1)​$80,511​$89,147
Other commercial and industrial​​139,758​​159,424
Commercial real estate (non-owner occupied):​​​​​
Retail (1)​​168,676​​161,961
Multi-family (1)​​123,369​​110,008
Other (1)​​241,519​​240,286
Residential mortgages (1)​179,297​​174,670
Consumer​106,508​​102,775
Loans, net of unearned income​$1,039,638​$1,038,271
(1)Real estate construction loans constituted 3.1% and 3.4% of the Company’s total loans, net of unearned income as of September 30, 2024 and December 31, 2023, respectively.

Loan balances at September 30, 2024 and December 31, 2023 are net of unearned income of $496,000 and $483,000, respectively.

8. Allowance for Credit Losses – Loans

The allowance for credit losses (ACL) is a valuation reserve established and maintained by charges against income and is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged-off against the ACL when they are deemed uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The ACL is an estimate of expected credit losses, measured over the contractual life of a loan, that considers our historical loss experience, current conditions and forecasts of future economic conditions. Determination of an appropriate ACL is inherently subjective and may have significant changes from period to period. The methodology for determining the ACL has two main components: evaluation of expected credit losses for certain groups of homogeneous loans that share similar risk characteristics and evaluation of loans that do not share risk characteristics with other loans.

The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The Company has aligned our segmentation to the quarterly Call Report. This allowed the Company to use not only our data but also peer institutions’ data to supplement loss observations in determining our qualitative adjustments. Some further sub-segmenting was performed on the commercial and industrial (C&I) and commercial real estate (CRE) portfolios based on collateral type. The Company has identified the following portfolio segments:

●C&I and CRE Owner Occupied – Real Estate
●C&I and CRE Owner Occupied – Other
●CRE Non-Owner Occupied – Retail
●CRE Non-Owner Occupied – Multi-Family
●CRE Non-Owner Occupied – Other
●Residential Mortgages
●Consumer

The Company is utilizing the static pool analysis (cohort) method for our current expected credit losses (CECL) model. The static pool analysis methodology captures loans that qualify for a segment (i.e. balance of a pool of loans with similar risk characteristics) as of a point in time to form a cohort then tracks that cohort over their remaining lives to determine their loss behavior. The remaining lifetime loss rate is then applied to current loans that qualify for the same segmentation criteria to form a remaining life expectation on current loans. Once historical cohorts are established, the loans in each individual cohort are tracked over their remaining lives for loss and recovery events. Each cohort is

evaluated individually and as a result, a loss may be counted in several different quarterly cohort periods, as long as the specific loan existed in the population of each of those cohort periods.

The following tables summarize the rollforward of the allowance for credit losses by loan portfolio segment for the three- and nine-month periods ending September 30, 2024 and 2023 (in thousands).

​​​​​​​​​​​​​​​​
​ · ​ · Three months ended September 30, 2024
​ · ​ · Balance at · ​ · Charge- · ​ · ​ · ​ · ​ · Provision · ​ · Balance at
​ · ​ · June 30, 2024 · ​ · Offs · ​ · Recoveries · ​ · (Recovery) · ​ · September 30, 2024
Commercial real estate (owner occupied)$371$—$6$55$432
Other commercial and industrial​​2,678​​(132)​​12​​(120)​​2,438
Commercial real estate (non-owner occupied) - retail​​3,519​​—​​—​​(68)​​3,451
Commercial real estate (non-owner occupied) - multi-family​​1,370​​—​​—​​53​​1,423
Other commercial real estate (non-owner occupied)​​4,665​​—​​3​​(27)​​4,641
Residential mortgages​852​—​2​(2)​852
Consumer​1,156​(72)​25​74​1,183
Total​$14,611​$(204)​$48​$(35)​$14,420
​​​​​​​​​​​​​​​​
​ · ​ · Three months ended September 30, 2023
​ · ​ · Balance at · ​ · Charge- · ​ · ​ · ​ · ​ · Provision · ​ · Balance at
​ · ​ · June 30, 2023 · ​ · Offs · ​ · Recoveries · ​ · (Recovery) · ​ · September 30, 2023
Commercial real estate (owner occupied)$1,517​$—$6$21$1,544
Other commercial and industrial​2,849​(75)​—​(30)​2,744
Commercial real estate (non-owner occupied) - retail​​1,477​​—​​—​​49​​1,526
Commercial real estate (non-owner occupied) - multi-family​​1,145​​—​​2​​28​​1,175
Other commercial real estate (non-owner occupied)​​3,087​​—​​4​​92​​3,183
Residential mortgages​1,037​(54)​9​35​1,027
Consumer​1,109​(41)​23​23​1,114
Total​$12,221​$(170)​$44​$218​$12,313
​​​​​​​​​​​​​​​​
​ · ​ · Nine months ended September 30, 2024
​ · ​ · Balance at · ​ · Charge- · ​ · ​ · ​ · ​ · Provision · ​ · Balance at
​ · ​ · December 31, 2023 · ​ · Offs · ​ · Recoveries · ​ · (Recovery) · ​ · September 30, 2024
Commercial real estate (owner occupied)$1,529​$—$18$(1,115)$432
Other commercial and industrial​​3,030​​(424)​​33​​(201)​​2,438
Commercial real estate (non-owner occupied) - retail​​3,488​​—​​—​​(37)​​3,451
Commercial real estate (non-owner occupied) - multi-family​​1,430​​—​​3​​(10)​​1,423
Other commercial real estate (non-owner occupied)​​3,428​​—​​8​​1,205​​4,641
Residential mortgages​1,021​—​5​(174)​852
Consumer​1,127​(196)​65​187​1,183
Total​$15,053​$(620)​$132​$(145)​$14,420
​​​​​​​​​​​​​​​​​​​
​ · ​ · Nine months ended September 30, 2023
​ · ​ · Balance at · ​ · Impact of Adopting · ​ · Charge- · ​ · ​ · ​ · ​ · Provision · ​ · Balance at
​ · ​ · December 31, 2022 · ​ · ASC 326 · ​ · Offs · ​ · Recoveries · ​ · (Recovery) · ​ · September 30, 2023
Commercial real estate (owner occupied)$—​$1,380$—$18$146$1,544
Other commercial and industrial​—​​2,908​(75)​2​(91)​2,744
Commercial real estate (non-owner occupied) - retail​​—​​1,432​​—​​—​​94​​1,526
Commercial real estate (non-owner occupied) - multi-family​​—​​1,226​​—​​5​​(56)​​1,175
Other commercial real estate (non-owner occupied)​​5,972​​(2,776)​​—​​11​​(24)​​3,183
Commercial (owner occupied real estate and other)​​2,653​​(2,653)​​—​​—​​—​​—
Residential mortgages​1,380​​(355)​(54)​12​44​1,027
Consumer​85​​695​(210)​104​440​1,114
Allocation for general risk​653​​(653)​—​—​—​—
Total​$10,743​$1,204​$(339)​$152​$553​$12,313

The Company recorded a $35,000 provision for credit losses recovery for loans in the third quarter of 2024 as compared to a $218,000 provision for credit losses expense in the third quarter of 2023. The provision recovery in the third quarter of 2024 primarily reflects minimal loan growth as well as improved historical loss rates since June 30, 2024. For the nine months of 2024, the Company recognized a $145,000 provision for credit losses recovery for loans after recognizing $553,000 of provision expense in the first nine months of 2023, representing a $698,000 favorable shift between years. The provision for credit losses recovery for the nine-month timeframe of 2024 was the result of a favorable adjustment to the historical loss and qualitative factors used to calculate the allowance for credit losses in accordance with CECL. The allowance for loan credit losses at September 30, 2024 is $2.1 million, or 17.1%, higher than the allowance for loan credit losses at September 30, 2023. The increase since last year’s third quarter end was due to the Company strengthening its allowance for loan credit losses during the fourth quarter of 2023.

Non-performing assets from the loan portfolio, which are discussed in detail below, decreased from $12.4 million at December 31, 2023 to $11.7 million at September 30, 2024 primarily due to a reduction in non-accrual commercial real estate and residential mortgage loans. Non-performing assets from the loan portfolio were at 1.12% of total loans as of September 30, 2024. During the first nine months of 2024, the Company experienced net loan charge-offs of $488,000, or 0.06% of total average loans, compared to net charge-offs of $187,000, or 0.03% of total average loans, in the first nine months of 2023. In summary, the allowance for credit losses on the loan portfolio provided 147% coverage of non-performing loans, and 1.39% of total loans, at September 30, 2024 compared to 122% coverage of non-performing loans, and 1.45% of total loans, at December 31, 2023.

Historical credit loss experience is the basis for the estimation of expected credit losses. The Company applies historical loss rates to pools of loans with similar risk characteristics. After consideration of the historic loss calculation, management applies qualitative adjustments to reflect the current conditions and reasonable and supportable forecasts not already captured in the historical loss information at the balance sheet date. Our reasonable and supportable forecast adjustment is based on a blend of peer and Company data as well as management judgment. Including peer data addresses the Company’s lack of loss history in some pools of loans. For periods beyond our reasonable and supportable forecast period of two years, loss expectations revert to the long-run historical mean. The qualitative adjustments for current conditions are based upon the following factors:

●changes in lending policies and procedures;
●changes in economic conditions;
●changes in the nature and volume of the portfolio;
●staff experience;
●changes in volume and severity of delinquency, non-performing loans, and classified loans;
●changes in the quality of the Company’s loan review system;
●trends in underlying collateral value;
●concentration risk; and
●external factors: competition, legal, regulatory.

These modified historical loss rates are multiplied by the outstanding principal balance of each loan to calculate a required reserve. Ultimately,47% of the third quarter of 2024 general reserve represented qualitative adjustment with 53% representing quantitative reserve.

In accordance with ASC 326,Financial Instruments - Credit Losses, the Company will evaluate individual loans for expected credit losses when those loans do not share similar risk characteristics with loans evaluated using a collective (pooled) basis. In contrast to legacy accounting standards, this criterion is broader than the impairment concept and management may evaluate loans individually even when no specific expectation of collectability is in place. Loans will not be included in both collective and individual analysis. The individual analysis will establish a specific reserve for loans in scope. It should be noted that there is a review threshold of $150,000 or more for loans being subject to individual evaluation within the consumer and residential mortgage segments.

Specific reserves are established based on the following three acceptable methods for measuring the ACL: 1) the present value of expected future cash flows discounted at the loan’s original effective interest rate; 2) the loan’s observable market price; or 3) the fair value of the collateral when the loan is collateral dependent. The method is selected on a loan-by-loan basis, with management primarily utilizing either the discounted cash flows or the fair value of collateral method. The evaluation of the need and amount of a specific allocation of the allowance is made on a quarterly basis.

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 credit losses. At a minimum, annual documented reevaluation of the property is completed by the Bank’s internal Collections and Assigned Risk Department to support the value of the property.

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

●the passage of time;
●the volatility of the local market;
●the availability of financing;
●natural disasters;
●the inventory of competing properties;
●new improvements to, or lack of maintenance of, the subject property or competing properties upon physical inspection by the Bank;
●changes in underlying economic and market assumptions, such as material changes in current and projected vacancy, absorption rates, capitalization rates, lease terms, rental rates, sales prices, concessions, construction overruns and delays, zoning changes, etc.; and/or
●environmental contamination.

The value of the property is adjusted to appropriately reflect the above listed factors and the value is discounted to reflect the value impact of a forced or distressed sale, any outstanding senior liens, any outstanding unpaid real estate taxes, transfer taxes and closing costs that would occur with sale of the real estate. If the Chief Credit Officer determines 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 Collections and Assigned Risk Department personnel, rests with the Chief Credit Officer and not the originating account officer.

The following tables summarize the loan portfolio and allowance for credit losses (in thousands).

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · At September 30, 2024
​ · Commercial real estate (owner occupied) · Other commercial and industrial · Commercial real estate (non-owner occupied) - retail · ​ · ​ · Commercial real estate (non-owner occupied) - multi-family · Other commercial real estate (non-owner occupied) · Residential mortgages · Consumer · Total
Loans: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Individually evaluated​$158​$1,477​$—​$—​$10,411​$513$11​$12,570
Collectively evaluated​80,353​138,281​168,676​​123,369​231,108​178,784​106,497​1,027,068
Total loans​$80,511​$139,758​$168,676​$123,369​$241,519​$179,297$106,508​$1,039,638
Allowance for credit losses:​​​​​​​​​​
Specific reserve allocation​$—​$277​$—​$—​$1,582​$—​$—​$1,859
General reserve allocation​432​2,161​3,451​​1,423​3,059​852​1,183​12,561
Total allowance for credit losses​$432​$2,438​$3,451​$1,423​$4,641​$852​$1,183​$14,420
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · At December 31, 2023
​ · Commercial real estate (owner occupied) · Other commercial and industrial · Commercial real estate (non-owner occupied) - retail · ​ · ​ · Commercial real estate (non-owner occupied) - multi-family · Other commercial real estate (non-owner occupied) · Residential mortgages · Consumer · Total
Loans: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Individually evaluated​$187​$1,694​$—​$—​$8,780​$173$—​$10,834
Collectively evaluated​88,960​157,730​161,961​​110,008​231,506​174,497​102,775​1,027,437
Total loans​$89,147​$159,424​$161,961​$110,008​$240,286​$174,670$102,775​$1,038,271
Allowance for credit losses:​​​​​​​​​​
Specific reserve allocation​$—​$414​$—​$—​$—​$—​$—​$414
General reserve allocation​1,529​2,616​3,488​​1,430​3,428​1,021​1,127​14,639
Total allowance for credit losses​$1,529​$3,030​$3,488​$1,430​$3,428​$1,021​$1,127​$15,053

The following tables present the amortized cost basis of collateral-dependent loans by class of loans (in thousands).

​​​​
​ · ​ · Collateral Type
September 30, 2024 · ​ · Real Estate
Commercial:​​​
Commercial real estate (owner occupied)​$158
Commercial real estate (non-owner occupied):​​
Other​​10,411
Residential mortgages​513
Consumer​11
Total​$11,093
​​​​
​ · ​ · Collateral Type
December 31, 2023 · ​ · Real Estate
Commercial:​​​
Commercial real estate (owner occupied)​$187
Commercial real estate (non-owner occupied):​​
Other​​8,780
Residential mortgages​173
Total​$9,140

Non-Performing Assets from the Loan Portfolio

Non-performing assets from the loan portfolio are comprised of (i) loans which are on a non-accrual basis, (ii) loans which are contractually past due 90 days or more as to interest or principal payments, and (iii) other real estate owned (OREO – real estate acquired through foreclosure and in-substance foreclosures) and repossessed assets.

Loans will be transferred to non-accrual status 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 the loan include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. The following table presents non-accrual loans, loans past due over 90 days still accruing interest, and OREO and repossessed assets by portfolio class (in thousands).

​​​​​​​​​​​​​​​​​​​
​ · ​ · At September 30, 2024
​ · Non-accrual with no ACL · Non-accrual with ACL · Total non-accrual · Loans past due over 90 days still accruing · ​ · OREO and repossessed assets · Total non-performing assets
Commercial real estate (owner occupied)​$158​$—​$158​$—​$—​$158
Other commercial and industrial​​—​​1,477​​1,477​​—​​263​​1,740
Commercial real estate (non-owner occupied) - retail​​—​​—​​—​​—​​—​​—
Commercial real estate (non-owner occupied) - multi-family​​—​​—​​—​​—​​—​​—
Other commercial real estate (non-owner occupied)​​6,849​​—​​6,849​​—​​1,476​​8,325
Residential mortgages​​513​​75​​588​​12​​15​​615
Consumer​​11​​724​​735​​—​​96​​831
Total​$7,531​$2,276​$9,807​$12​$1,850​$11,669
​​​​​​​​​​​​​​​​​​​
​ · ​ · At December 31, 2023
​ · Non-accrual with no ACL · Non-accrual with ACL · Total non-accrual · Loans past due over 90 days still accruing · ​ · OREO and repossessed assets · Total non-performing assets
Commercial real estate (owner occupied)​$187​$—​$187​$—​$—​$187
Other commercial and industrial​​—​​1,694​​1,694​​211​​—​​1,905
Commercial real estate (non-owner occupied) - retail​​—​​—​​—​​—​​—​​—
Commercial real estate (non-owner occupied) - multi-family​​—​​—​​—​​—​​—​​—
Other commercial real estate (non-owner occupied)​​8,780​​—​​8,780​​—​​—​​8,780
Residential mortgages​​173​​545​​718​​—​​15​​733
Consumer​​—​​788​​788​​—​​—​​788
Total​$9,140​$3,027​$12,167​$211​$15​$12,393

It should be noted that the Company has elected to exclude accrued interest receivable from the measurement of its ACL. When a loan is placed in non-accrual status, any outstanding interest is reversed against interest income.

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually to classify the loans as to credit risk.

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. Loans in the doubtful category have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. All loans greater than 90 days past due, or for which any portion of the loan represents a specific allocation of the allowance for credit losses, are typically placed in substandard or doubtful.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Company has a structured loan rating process, which dictates that, at a minimum, credit reviews are mandatory for all commercial and commercial mortgage loan relationships with aggregate balances in excess of $1,000,000 within a 12-month period. Generally, consumer and residential mortgage loans are included in the pass categories unless a specific action, such as bankruptcy, delinquency, or death occurs to raise awareness of a possible credit event. The Company’s commercial relationship managers are responsible for the timely and accurate risk rating of the loans in their portfolios at origination and on an ongoing basis. Risk ratings are assigned by the account officer, but require independent review and rating concurrence from the Company’s internal Loan Review Department. The Loan Review Department is an experienced, independent function which reports directly to the Board’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 the year ending December 31, 2024 requires review of approximately 37% 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 $2,000,000, 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 tables present 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.

​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · At September 30, 2024
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · Revolving · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Loans · ​ · Loans · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Amortized · ​ · Converted · ​ · ​ · ​
​ · ​ · Term Loans Amortized Cost Basis by Origination Year · ​ · Cost · ​ · to · ​ · ​ · ​
​ · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Basis · Term · Total
​ · ​ · (In Thousands)
Commercial real estate (owner occupied)​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$3,944​$17,674​$6,105​$8,752​$10,836​$27,617​$383​$881​$76,192
Special Mention​​—​​—​​—​​3,667​​—​​—​​—​​—​​3,667
Substandard​​47​​—​​—​​—​​—​​605​​—​​—​​652
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
Total​$3,991​$17,674​$6,105​$12,419​$10,836​$28,222​$383​$881​$80,511
Current period gross charge-offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Other commercial and industrial​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$10,278​$20,124​$22,597​$7,951​$4,878​$20,559​$48,051​$—​$134,438
Special Mention​​—​​—​​—​​1,808​​—​​473​​1,000​​—​​3,281
Substandard​​—​​—​​418​​—​​—​​1,441​​180​​—​​2,039
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
Total​$10,278​$20,124​$23,015​$9,759​$4,878​$22,473​$49,231​$—​$139,758
Current period gross charge-offs​$—​$—​$424​$—​$—​$—​$—​$—​$424
Commercial real estate (non-owner occupied) - retail​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$12,928​$39,137​$21,155​$32,227​$22,520​$39,423​$978​$—​$168,368
Special Mention​​—​​—​​308​​—​​—​​—​​—​​—​​308
Substandard​​—​​—​​—​​—​​—​​—​​—​​—​​—
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
Total​$12,928​$39,137​$21,463​$32,227​$22,520​$39,423​$978​$—​$168,676
Current period gross charge-offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Commercial real estate (non-owner occupied) - multi-family​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$17,567​$27,106​$16,515​$16,951​$11,618​$30,938​$375​$—​$121,070
Special Mention​​—​​—​​—​​—​​—​​—​​—​​—​​—
Substandard​​—​​—​​—​​—​​928​​1,371​​—​​—​​2,299
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
Total​$17,567​$27,106​$16,515​$16,951​$12,546​$32,309​$375​$—​$123,369
Current period gross charge-offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Other commercial real estate (non-owner occupied)​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$25,729​$31,043​$36,795​$43,339​$16,382​$65,932​$5,819​$—​$225,039
Special Mention​​—​​—​​—​​—​​—​​3,561​​—​​—​​3,561
Substandard​​—​​—​​625​​199​​—​​12,095​​—​​—​​12,919
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
Total​$25,729​$31,043​$37,420​$43,538​$16,382​$81,588​$5,819​$—​$241,519
Current period gross charge-offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Total by risk rating​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$70,446​$135,084​$103,167​$109,220​$66,234​$184,469​$55,606​$881​$725,107
Special Mention​​—​​—​​308​​5,475​​—​​4,034​​1,000​​—​​10,817
Substandard​​47​​—​​1,043​​199​​928​​15,512​​180​​—​​17,909
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
Total​$70,493​$135,084​$104,518​$114,894​$67,162​$204,015​$56,786​$881​$753,833
Current period gross charge-offs​$—​$—​$424​$—​$—​$—​$—​$—​$424
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · At December 31, 2023
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · Revolving · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Loans · ​ · Loans · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Amortized · ​ · Converted · ​ · ​ · ​
​ · ​ · Term Loans Amortized Cost Basis by Origination Year · ​ · Cost · ​ · to · ​ · ​ · ​
​ · 2023 · 2022 · 2021 · 2020 · 2019 · Prior · Basis · Term · Total
​ · ​ · (In Thousands)
Commercial real estate (owner occupied)​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$17,801​$6,750​$15,067​$8,415​$10,322​$26,538​$351​$—​$85,244
Special Mention​​—​​—​​464​​—​​2,252​​—​​923​​—​​3,639
Substandard​​—​​—​​—​​—​​—​​264​​—​​—​​264
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
Total​$17,801​$6,750​$15,531​$8,415​$12,574​$26,802​$1,274​$—​$89,147
Current period gross charge-offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Other commercial and industrial​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$22,662​$34,816​$12,767​$5,831​$4,912​$19,587​$56,391​$70​$157,036
Special Mention​​—​​—​​127​​—​​—​​—​​—​​—​​127
Substandard​​—​​619​​—​​—​​—​​1,578​​64​​—​​2,261
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
Total​$22,662​$35,435​$12,894​$5,831​$4,912​$21,165​$56,455​$70​$159,424
Current period gross charge-offs​$—​$75​$—​$—​$—​$405​$—​$—​$480
Commercial real estate (non-owner occupied) - retail​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$35,545​$23,368​$33,110​$23,146​$9,226​$35,102​$983​$—​$160,480
Special Mention​​—​​314​​—​​—​​—​​1,167​​—​​—​​1,481
Substandard​​—​​—​​—​​—​​—​​—​​—​​—​​—
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
Total​$35,545​$23,682​$33,110​$23,146​$9,226​$36,269​$983​$—​$161,961
Current period gross charge-offs​$—​$—​$—​$—​$—​$2,028​$—​$—​$2,028
Commercial real estate (non-owner occupied) - multi-family​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$22,620​$16,767​$16,622​$12,041​$9,638​$28,632​$1,321​$—​$107,641
Special Mention​​—​​—​​—​​—​​—​​—​​—​​—​​—
Substandard​​—​​—​​—​​966​​1,278​​123​​—​​—​​2,367
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
Total​$22,620​$16,767​$16,622​$13,007​$10,916​$28,755​$1,321​$—​$110,008
Current period gross charge-offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Other commercial real estate (non-owner occupied)​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$29,591​$36,398​$48,267​$20,168​$23,025​$54,792​$5,670​$—​$217,911
Special Mention​​—​​—​​—​​—​​—​​3,777​​—​​—​​3,777
Substandard​​—​​1,043​​—​​—​​6,243​​11,113​​—​​199​​18,598
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
Total​$29,591​$37,441​$48,267​$20,168​$29,268​$69,682​$5,670​$199​$240,286
Current period gross charge-offs​$—​$—​$—​$—​$804​$—​$—​$—​$804
Total by risk rating​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$128,219​$118,099​$125,833​$69,601​$57,123​$164,651​$64,716​$70​$728,312
Special Mention​​—​​314​​591​​—​​2,252​​4,944​​923​​—​​9,024
Substandard​​—​​1,662​​—​​966​​7,521​​13,078​​64​​199​​23,490
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
Total​$128,219​$120,075​$126,424​$70,567​$66,896​$182,673​$65,703​$269​$760,826
Current period gross charge-offs​$—​$75​$—​$—​$804​$2,433​$—​$—​$3,312

It is generally the policy of the Bank that the outstanding balance of any residential mortgage or home equity 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. It is generally the policy of the Bank that the outstanding balance of any unsecured consumer loan that exceeds 90-days past due as to principal and/or interest is charged-off. Loans past due 90 days or more and loans in non-accrual status are considered non-performing. The

following tables present the performing and non-performing outstanding balances of the residential mortgage and consumer loan portfolio classes.

​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · At September 30, 2024
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · Revolving · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Loans · ​ · Loans · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Amortized · ​ · Converted · ​ · ​ · ​
​ · ​ · Term Loans Amortized Cost Basis by Origination Year · ​ · Cost · ​ · to · ​ · ​ · ​
​ · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Basis · Term · Total
​ · ​ · (In Thousands)
Residential mortgages​​​​​​​​​​​​​​​​​​​​​​​​​​​
Performing​$11,697​$15,592​$10,618​$58,614​$42,342​$39,834​$—​$—​$178,697
Non-performing​​—​​—​​—​​—​​—​​600​​—​​—​​600
Total​$11,697​$15,592​$10,618​$58,614​$42,342​$40,434​$—​$—​$179,297
Current period gross charge-offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Consumer​​​​​​​​​​​​​​​​​​​​​​​​​​​
Performing​$8,783​$11,985​$17,657​$8,057​$2,660​$4,630​$51,343​$658​$105,773
Non-performing​​—​​31​​—​​—​​62​​380​​262​​—​​735
Total​$8,783​$12,016​$17,657​$8,057​$2,722​$5,010​$51,605​$658​$106,508
Current period gross charge-offs​$2​$2​$21​$19​$12​$140​$—​$—​$196
Total by payment performance​​​​​​​​​​​​​​​​​​​​​​​​​​
Performing​$20,480​$27,577​$28,275​$66,671​$45,002​$44,464​$51,343​$658​$284,470
Non-performing​​—​​31​​—​​—​​62​​980​​262​​—​​1,335
Total​$20,480​$27,608​$28,275​$66,671​$45,064​$45,444​$51,605​$658​$285,805
Current period gross charge-offs​$2​$2​$21​$19​$12​$140​$—​$—​$196
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · At December 31, 2023
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · Revolving · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Loans · ​ · Loans · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Amortized · ​ · Converted · ​ · ​ · ​
​ · ​ · Term Loans Amortized Cost Basis by Origination Year · ​ · Cost · ​ · to · ​ · ​ · ​
​ · 2023 · 2022 · 2021 · 2020 · 2019 · Prior · Basis · Term · Total
​ · ​ · (In Thousands)
Residential mortgages​​​​​​​​​​​​​​​​​​​​​​​​​​​
Performing​$14,576​$11,620​$61,172​$44,049​$7,092​$35,443​$—​$—​$173,952
Non-performing​​—​​—​​—​​—​​—​​718​​—​​—​​718
Total​$14,576​$11,620​$61,172​$44,049​$7,092​$36,161​$—​$—​$174,670
Current period gross charge-offs​$—​$—​$—​$—​$—​$54​$—​$—​$54
Consumer​​​​​​​​​​​​​​​​​​​​​​​​​​​
Performing​$13,890​$20,430​$9,782​$3,190​$1,169​$4,515​$48,344​$667​$101,987
Non-performing​​15​​—​​—​​73​​42​​280​​157​​221​​788
Total​$13,905​$20,430​$9,782​$3,263​$1,211​$4,795​$48,501​$888​$102,775
Current period gross charge-offs​$9​$35​$43​$7​$8​$173​$—​$—​$275
Total by payment performance​​​​​​​​​​​​​​​​​​​​​​​​​​
Performing​$28,466​$32,050​$70,954​$47,239​$8,261​$39,958​$48,344​$667​$275,939
Non-performing​​15​​—​​—​​73​​42​​998​​157​​221​​1,506
Total​$28,481​$32,050​$70,954​$47,312​$8,303​$40,956​$48,501​$888​$277,445
Current period gross charge-offs​$9​$35​$43​$7​$8​$227​$—​$—​$329

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 non-accrual loans.

​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · At September 30, 2024
​​​​​​​​​​​​​​​​​​​​​​
​​​​​30 – 59​60 – 89​​​​​​​​​​​​
​​​​​DAYS​DAYS​90+ DAYS​TOTAL​NON-​TOTAL
​CURRENTPAST DUEPAST DUEPAST DUEPAST DUEACCRUALLOANS
​​(IN THOUSANDS)
Commercial real estate (owner occupied)​$80,353​$—​$—​$—​$—​$158​$80,511
Other commercial and industrial​​137,637​​644​​—​​—​​644​​1,477​​139,758
Commercial real estate (non-owner occupied) - retail​168,676​—​​—​—​—​—​​168,676
Commercial real estate (non-owner occupied) - multi-family​123,369​—​​—​—​—​—​​123,369
Other commercial real estate (non-owner occupied)​​230,923​​185​​3,562​​—​​3,747​​6,849​​241,519
Residential mortgages​178,427​250​​20​12​282​588​​179,297
Consumer​105,025​733​​15​—​748​735​​106,508
Total​$1,024,410​$1,812​$3,597​$12​$5,421​$9,807​$1,039,638
​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · At December 31, 2023
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​​​​​30 – 59​60 – 89​​​​​​​​​​​​
​​​​​DAYS​DAYS​90+ DAYS​TOTAL​NON-​TOTAL
​CURRENTPAST DUEPAST DUEPAST DUEPAST DUEACCRUALLOANS
​​(IN THOUSANDS)
Commercial real estate (owner occupied)​$88,960​$—​$—​$—​$—​$187​$89,147
Other commercial and industrial​​156,971​​526​​22​​211​​759​​1,694​​159,424
Commercial real estate (non-owner occupied) - retail​161,961​—​​—​—​—​—​​161,961
Commercial real estate (non-owner occupied) - multi-family​110,008​—​​—​—​—​—​​110,008
Other commercial real estate (non-owner occupied)​​231,506​​—​​—​​—​​—​​8,780​​240,286
Residential mortgages​173,497​437​​18​—​455​718​​174,670
Consumer​101,383​604​​—​—​604​788​​102,775
Total​$1,024,286​$1,567​$40​$211​$1,818​$12,167​$1,038,271

Loan Modifications to Borrowers Experiencing Financial Difficulty

Occasionally, the Company modifies loans to borrowers experiencing financial difficulty as a result of our loss mitigation activities. A variety of solutions are offered to borrowers, including loan modifications that may result in principal forgiveness, interest rate reductions, term extensions, payment delays, or combinations thereof.

●Principal forgiveness includes principal and accrued interest forgiveness. When principal forgiveness is provided, the amount of forgiveness is charged-off against the ACL.
●Interest rate reductions include modifications where the interest rate is reduced and interest is deferred.
●Term extensions extend the original contractual maturity date of the loan.
●Payment delays consist of modifications where we expect to collect the contractual amounts due but result in a delay in the receipt of payments specified under the original loan terms. We generally consider payment delays to be insignificant when the delay is three months or less.

The following tables summarize the amortized cost basis of loans modified to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2024 and 2023 (in thousands).

​​​​​​​​
​ · ​ · Three and nine months ended September 30, 2024 · ​
​ · ​ · Payment Delay · ​
​ · Amortized Cost Basis · % of Total Class of Loans
Commercial real estate (owner occupied)​$158​​0.20%
Total​$158​​​​
​​​​​​​​
​​Combination - Term Extension and Payment Delay​
​Amortized Cost Basis% of Total Class of Loans
Other commercial and industrial​$154​​0.11%
Total​$154​​​​

As of September 30, 2024, the modified loans described in the table above were current as to payments.

The Company had no loans modified to borrowers experiencing financial difficulty during the three months ended September 30, 2023.

​​​​​​​​
​ · ​ · Nine months ended September 30, 2023 · ​
​ · ​ · Term Extension · ​
​ · Amortized Cost Basis · % of Total Class of Loans
Other commercial and industrial​$417​​0.29%
Total​$417​​​​
​​​​​​​​
​​Combination - Interest Rate Reduction and Term Extension​
​Amortized Cost Basis% of Total Class of Loans
Other commercial real estate (non-owner occupied)​$7,047​​3.07%
Total​$7,047​​​​

At September 30, 2024 and 2023, the Company hadno unfunded loan commitments associated with the loan modifications to borrowers experiencing financial difficulty.

The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2024 and 2023.

​​​
Three and nine months ended September 30, 2024
Payment Delay
Loan TypeFinancial Effect
Commercial real estate (owner occupied)​Provided 60 months of additional amortization period to lower borrower's monthly payment.
​​​
Combination - Term Extension and Payment Delay
Loan TypeFinancial Effect
Other commercial and industrial​During the first and second quarters of 2024, provided a maturity date extension of ninety days and modified seasonal principal and interest payments to interest only until maturity. During the third quarter of 2024, provided the same borrower an additional maturity date extension of ninety days with continued interest only payments.
​​​
Nine months ended September 30, 2023
Term Extension
Loan TypeFinancial Effect
Other commercial and industrial​During the first quarter of 2023, provided five-month expiration date extension on non-accrual line of credit under which availability was eliminated. During the second quarter of 2023, provided the same borrower with a one-year maturity date extension.
​​​
Combination - Interest Rate Reduction and Term Extension
Loan TypeFinancial Effect
Other commercial real estate (non-owner occupied)​During the second quarter, provided seven months of interest only payments at a reduced rate with the remaining portion of interest, totaling approximately $303,000, being deferred until maturity. Additionally, provided three month maturity date extension.

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The other commercial real estate (non-owner occupied) loan modified during the second quarter of 2023 was in non-accrual status and significantly past due as of September 30, 2024. The loan is secured by a mixed use (retail/office) property located within the City of Pittsburgh, but not in the downtown central business district. The loan was considered in default and the Company initiated formal foreclosure procedures on the property during the second quarter of 2024. The Company hadno loans which were modified to borrowers experiencing financial difficulty which subsequently defaulted during the three and nine months ended September 30, 2023.

  1. Short-Term Borrowings and Advances from Federal Home Loan Bank

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

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · At September 30, 2024
​ · ​ · ​ · ​ · ​ · ​ · ​ · Weighted
Type​Maturing​Amount​Average Rate
Open Repo PlusOvernight$11,7605.18%
FHLB Advances2024​2,0373.29​
​2025​8,4004.88​
​2026​17,2704.27​
​2027​15,1004.23​
​​2028​11,7454.46​
Total FHLB advances​54,5524.36​
Total short-term and FHLB borrowings​$66,3124.50%
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · At December 31, 2023
​ · ​ · ​ · ​ · ​ · ​ · ​ · Weighted
Type · ​ · Maturing · ​ · Amount · ​ · Average Rate
Open Repo PlusOvernight$40,9515.68%
FHLB Advances2024​7,9473.23​
​2025​2,0004.43​
​2026​12,9204.29​
​2027​10,9504.33​
​2028​10,7454.50​
Total FHLB advances​44,5624.17​
Total short-term and FHLB borrowings​$85,5134.89%

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, commercial real estate, and commercial and industrial 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.

  1. Accumulated Other Comprehensive Loss

The following tables present the changes in each component of accumulated other comprehensive loss, net of tax, for the three and nine months ended September 30, 2024 and 2023 (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended September 30, 2024 · ​ · Three months ended September 30, 2023
​ · Net · ​ · ​ · ​ · ​ · ​ · ​ · Net · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Unrealized · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Unrealized · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Gains and · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Gains and · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Losses on · ​ · ​ · ​ · Defined · ​ · ​ · ​ · ​ · Losses on · ​ · ​ · ​ · ​ · Defined · ​ · ​ · ​
​ · ​ · Investment · ​ · Interest · ​ · Benefit · ​ · ​ · ​ · ​ · Investment · ​ · Interest · ​ · Benefit · ​ · ​ · ​
​ · ​ · Securities · ​ · Rate · ​ · Pension · ​ · ​ · ​ · ​ · Securities · ​ · Rate · ​ · Pension · ​ · ​ · ​
​ · ​ · AFS(1) · ​ · Hedge(1) · ​ · Items(1) · ​ · Total(1) · ​ · AFS(1) · ​ · Hedge(1) · ​ · Items(1) · ​ · Total(1)
Beginning balance​$(14,090)​$349​$(3,848)​$(17,589)​$(17,049)​$261​$(7,582)​$(24,370)
Other comprehensive income (loss) before reclassifications​3,966​(724)​726​3,968​(2,700)​​443​(23)​(2,280)
Amounts reclassified from accumulated other comprehensive loss​—​(162)​27​(135)​—​​(127)​23​(104)
Net current period other comprehensive income (loss)​3,966​(886)​753​3,833​(2,700)​​316​—​(2,384)
Ending balance​$(10,124)​$(537)​$(3,095)​$(13,756)​$(19,749)​$577​$(7,582)​$(26,754)
(1)Amounts in parentheses indicate debits on the Consolidated Balance Sheets.
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Nine months ended September 30, 2024 · ​ · Nine months ended September 30, 2023
​ · Net · ​ · ​ · ​ · ​ · ​ · ​ · Net · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Unrealized · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Unrealized · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Gains and · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Gains and · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Losses on · ​ · ​ · ​ · Defined · ​ · ​ · ​ · ​ · Losses on · ​ · ​ · ​ · Defined · ​ · ​ · ​
​ · ​ · Investment · ​ · Interest · ​ · Benefit · ​ · ​ · ​ · ​ · Investment · ​ · Interest · ​ · Benefit · ​ · ​ · ​
​ · ​ · Securities · ​ · Rate · ​ · Pension · ​ · ​ · ​ · ​ · Securities · ​ · Rate · ​ · Pension · ​ · ​ · ​
​​AFS(1)​Hedge(1)​Items(1)​Total(1)​AFS(1)​Hedge(1)​Items(1)​Total(1)
Beginning balance​$(13,730)​$(352)​$(5,894)​$(19,976)​$(14,938)​$—​$(7,582)​$(22,520)
Other comprehensive income (loss) before reclassifications​3,606​292​2,475​6,373​(4,811)​798​(23)​(4,036)
Amounts reclassified from accumulated other comprehensive loss​—​(477)​324​(153)​—​(221)​23​(198)
Net current period other comprehensive income (loss)​3,606​(185)​2,799​6,220​(4,811)​577​—​(4,234)
Ending balance​$(10,124)​$(537)​$(3,095)​$(13,756)​$(19,749)​$577​$(7,582)​$(26,754)
(1)Amounts in parentheses indicate debits on the Consolidated Balance Sheets.

The following tables present the amounts reclassified out of each component of accumulated other comprehensive loss for the three and nine months ended September 30, 2024 and 2023 (in thousands):

​​​​​​​​​
​ · ​ · Amount reclassified from accumulated · ​ · ​
​ · ​ · other comprehensive loss(1) · ​ · ​
​ · ​ · For the three · ​ · For the three · ​ · ​
Details about accumulated other · ​ · months ended · ​ · months ended · ​ · Affected line item in the
comprehensive loss components · September 30, 2024 · September 30, 2023 · statement of operations
Interest rate hedge​​​​​​​​
​​$(205)​$(161)​Interest expense - Deposits
​​​43​​34​Provision for income taxes
​​$(162)​$(127)​
Amortization of estimated defined benefit pension plan loss(2)​​​​​​​​
​​$34​$29Other expense
​​(7)​(6)Provision for income taxes
​​$27​$23​
Total reclassifications for the period​$(135)​$(104)​
​​​​​​​​​
​ · ​ · Amount reclassified from accumulated · ​ · ​
​ · ​ · other comprehensive loss(1) · ​ · ​
​ · ​ · For the nine · ​ · For the nine · ​ · ​
Details about accumulated other · ​ · months ended · ​ · months ended · ​ · Affected line item in the
comprehensive loss components · September 30, 2024 · September 30, 2023 · statement of operations
Interest rate hedge​​​​​​​​
​​$(604)​$(280)​Interest expense - Deposits
​​​127​​59​Provision for income taxes
​​$(477)​$(221)​
Amortization of estimated defined benefit pension plan loss(2)​​​​​​​​
​​$410​$29Other expense
​​(86)​(6)Provision for income taxes
​​$324​$23​
Total reclassifications for the period​$(153)​$(198)​

(1) Amounts in parentheses indicate credits.

(2) These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost (see Note 15 for additional details).

  1. 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 Management's Discussion and Analysis of Financial Condition and Results of Operations (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, common equity tier 1, and tier 1 capital to risk-weighted assets (as defined) and tier 1 capital to average assets. Additionally, under Basel III rules, the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital. As of September 30, 2024, 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.

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · At September 30, 2024
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · TO BE WELL
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · MINIMUM · ​ · CAPITALIZED
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · REQUIRED · ​ · UNDER
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · FOR · ​ · PROMPT
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · CAPITAL · ​ · CORRECTIVE
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ADEQUACY · ​ · ACTION
​ · ​ · COMPANY · ​ · BANK · ​ · PURPOSES · ​ · REGULATIONS*
​ · AMOUNT · RATIO · AMOUNT · RATIO · RATIO · RATIO · ​
​ · (IN THOUSANDS, EXCEPT RATIOS) · ​
Total Capital (To Risk Weighted Assets)​$149,35412.87%$136,01711.76%8.00%10.00%
Common Equity Tier 1 Capital (To Risk Weighted Assets)​108,2459.33​121,54810.514.506.50​
Tier 1 Capital (To Risk Weighted Assets)​108,2459.33​121,54810.516.008.00​
Tier 1 Capital (To Average Assets)​108,2457.75​121,5488.774.005.00​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · At December 31, 2023
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · TO BE WELL
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · MINIMUM · ​ · CAPITALIZED
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · REQUIRED · ​ · UNDER
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · FOR · ​ · PROMPT
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · CAPITAL · ​ · CORRECTIVE
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ADEQUACY · ​ · ACTION
​ · ​ · COMPANY · ​ · BANK · ​ · PURPOSES · ​ · REGULATIONS*
​ · AMOUNT · RATIO · AMOUNT · RATIO · RATIO · RATIO · ​
​ · (IN THOUSANDS, EXCEPT RATIOS) · ​
Total Capital (To Risk Weighted Assets)​$149,59613.03%$135,19611.82%8.00%10.00%
Common Equity Tier 1 Capital (To Risk Weighted Assets)​108,5419.46​120,87410.574.506.50​
Tier 1 Capital (To Risk Weighted Assets)​108,5419.46​120,87410.576.008.00​
Tier 1 Capital (To Average Assets)​108,5417.80​120,8748.784.005.00​

*Applies to the Bank only.

  1. Derivative Hedging Instruments

The Company can use various interest rate contracts, such as interest rate swaps, caps, floors and swaptions to help manage interest rate and market valuation risk exposure, which is incurred in normal recurrent banking activities.

Interest Rate Swap Agreements

The Company can use derivative instruments, primarily interest rate swaps, to manage interest rate risk and match the rates on certain assets by hedging the fair value of certain fixed rate debt, which converts the debt to variable rates and by hedging the cash flow variability associated with certain variable rate debt by converting the debt to fixed rates.

To accommodate the needs of our customers and support the Company’s asset/liability positioning, we may enter into interest rate swap agreements with customers and a large financial institution that specializes in these types of transactions. These arrangements involve the exchange of interest payments based on the notional amounts. The Company entered into floating rate loans and fixed rate swaps with our customers. Simultaneously, the Company entered into offsetting fixed rate swaps with this large financial institution. In connection with each swap transaction, the Company agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on the same notional amount at a fixed interest rate. At the same time, the Company agrees to pay the large financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. These transactions allow the Company’s customers to effectively convert a variable rate loan to a fixed rate. Because the Company acts as an intermediary for its customers, changes in the fair value of the underlying derivative contracts offset each other and do not significantly impact the Company’s results of operations.

These swaps are considered free-standing derivatives and are reported at fair value within other assets and other liabilities on the Consolidated Balance Sheets. Disclosures related to the fair value of the swap transactions can be found in Note 16.

The following table summarizes the interest rate swap transactions that impacted the Company’s first nine months of 2024 and 2023 performance (in thousands, except percentages).

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · At September 30, 2024
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · INCREASE
​ · ​ · ​ · ​ · AGGREGATE · ​ · WEIGHTED · ​ · ​ · ​ · (DECREASE)
​ · ​ · ​ · ​ · NOTIONAL · ​ · AVERAGE RATE · ​ · REPRICING · ​ · IN INTEREST
​ · ​ · HEDGE TYPE · ​ · AMOUNT · ​ · RECEIVED/(PAID) · ​ · FREQUENCY · ​ · INCOME
Swap assetsN/A$67,1357.67%Monthly$1,573
Swap liabilitiesN/A​(67,135)(7.67)Monthly​(1,573)
Net exposure​​$——%​$—
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · At September 30, 2023
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · INCREASE
​ · ​ · ​ · ​ · AGGREGATE · ​ · WEIGHTED · ​ · ​ · ​ · (DECREASE)
​ · ​ · ​ · ​ · NOTIONAL · ​ · AVERAGE RATE · ​ · REPRICING · ​ · IN INTEREST
​ · ​ · HEDGE TYPE · ​ · AMOUNT · ​ · RECEIVED/(PAID) · ​ · FREQUENCY · ​ · INCOME
Swap assetsN/A$64,5647.39%Monthly$1,514
Swap liabilitiesN/A​(64,564)(7.39)Monthly​(1,514)
Net exposure​​$——%​$—

Risk Participation Agreements

The Company has entered into risk participation agreements (RPAs) with the lead bank of certain commercial real estate loan arrangements. As a participating bank, the Company guarantees the performance on borrower-related interest rate swap contracts. The Company has no obligations under the RPAs unless the borrower defaults on their swap transaction with the lead bank and the swap is a liability to the borrower. In that instance, the Company has agreed to

pay the lead bank a pre-determined percentage of the swap’s value at the time of default. In exchange for providing the guarantee, the Company receives an upfront fee from the lead bank.

RPAs are derivative financial instruments and are recorded at fair value. These derivatives are not designated as hedges and therefore, changes in fair value are recognized in earnings with a corresponding offset within other liabilities. Disclosures related to the fair value of the RPAs can be found in Note 16. The notional amount of the risk participation agreements outstanding at September 30, 2024 and December 31, 2023 was $4.9 million and $6.8 million, respectively.

Interest Rate Hedges

The Company has entered into interest rate swaps with a total notional value of $70 million and $60 million as of September 30, 2024 and 2023, respectively, in order to hedge the interest rate risk associated with certain floating-rate time deposit accounts. The hedge transactions allow the Company to add stability to interest expense and manage its exposure to interest rate movements. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed payments.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is reported in accumulated other comprehensive loss (within Shareholders’ Equity), net of tax, with a corresponding offset within other assets or other liabilities. Disclosures related to the fair value of the interest rate hedges can be found in Note 16. Amounts recorded in accumulated other comprehensive loss for the effective portion of changes in the fair value are subsequently reclassified to earnings when the hedged transaction affects earnings. The ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the effectiveness of the hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. The Company did not recognize any hedge ineffectiveness in earnings during the periods ended September 30, 2024 and 2023.

Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on certain of the Company’s variable rate time deposit accounts. During the three months ended September 30, 2024 and 2023, the Company had $205,000 and $161,000 of gains, respectively, which resulted in a decrease in interest expense. During the nine months ended September 30, 2024 and 2023, the Company had $604,000 and $280,000 of gains, respectively, which resulted in a decrease in interest expense. In the twelve months that follow September 30, 2024, the Company estimates that approximately $463,000 will be reclassified as a decrease to interest expense. This reclassified amount could differ from amounts actually recognized due to changes in interest rates. As of September 30, 2024, the maximum remaining length of time over which forecasted transactions are hedged is approximatelytwo and a quarter years with all hedge transactions terminating by December 2026.

The following table summarizes the effect of the effective portion of the Company’s cash flow hedge accounting on accumulated other comprehensive loss for the three and nine months ended September 30, 2024 and 2023 (in thousands).

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended September 30, 2024
Derivatives in Cash Flow Hedging Relationships · ​ · Amount Recognized in Other Comprehensive Income (Loss) on Derivative · ​ · Location on Consolidated Statements of Operations of Reclassification from Accumulated Other Comprehensive Loss · ​ · Amount Reclassified from Accumulated Other Comprehensive Loss
Interest rate hedge​$(1,122)Interest expense - Deposits$(205)
Total​$(1,122)​​$(205)
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended September 30, 2023
Derivatives in Cash Flow Hedging Relationships · ​ · Amount Recognized in Other Comprehensive Income (Loss) on Derivative · ​ · Location on Consolidated Statements of Operations of Reclassification from Accumulated Other Comprehensive Loss · ​ · Amount Reclassified from Accumulated Other Comprehensive Loss
Interest rate hedge​$400Interest expense - Deposits$(161)
Total​$400​​$(161)
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Nine months ended September 30, 2024
Derivatives in Cash Flow Hedging Relationships · ​ · Amount Recognized in Other Comprehensive Income (Loss) on Derivative · ​ · Location on Consolidated Statements of Operations of Reclassification from Accumulated Other Comprehensive Loss · ​ · Amount Reclassified from Accumulated Other Comprehensive Loss
Interest rate hedge​$(235)Interest expense - Deposits$(604)
Total​$(235)​​$(604)
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Nine months ended September 30, 2023
Derivatives in Cash Flow Hedging Relationships · ​ · Amount Recognized in Other Comprehensive Income (Loss) on Derivative · ​ · Location on Consolidated Statements of Operations of Reclassification from Accumulated Other Comprehensive Loss · ​ · Amount Reclassified from Accumulated Other Comprehensive Loss
Interest rate hedge​$733Interest expense - Deposits$(280)
Total​$733​​$(280)

The Company monitors and controls all derivative products with a comprehensive Board of Directors approved Hedging Policy. This policy permits a total maximum notional amount outstanding of $500 million for interest rate swaps, interest rate caps/floors, and swaptions. All hedge transactions must be approved in advance by the Investment Asset/Liability Committee (ALCO) of the Board of Directors, unless otherwise approved, as per the terms, within the Board of Directors approved Hedging Policy. The Company had no caps or floors outstanding at September 30, 2024 and 2023.

  1. Segment Results

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

The community banking segment includes both retail and commercial banking activities. Retail banking includes the deposit-gathering branch franchise and lending to both individuals and small businesses. Lending activities include residential mortgage loans, direct consumer loans, and small business commercial loans. Commercial banking to businesses includes commercial loans, business services, and CRE loans. The wealth management segment includes the Trust Company, West Chester Capital Advisors (WCCA), our registered investment advisory firm, and Financial Services. Wealth management activities include personal trust products and services such as personal portfolio investment management, estate planning and administration, custodial services and pre-need trusts. Also, institutional trust products and services such as 401(k) plans, defined benefit and defined contribution employee benefit plans, and individual retirement accounts are included in this segment. Financial Services include the sale of mutual funds, annuities, and insurance products. The wealth management business also includes the union collective investment funds (ERECT funds) which are designed to use union pension dollars in construction projects that utilize union labor. The investment/parent includes the net results of investment securities and borrowing activities, general corporate expenses not allocated to the business segments, interest expense on corporate debt, and centralized interest rate risk management. Inter-segment revenues were not material.

The contribution of the major business segments to the Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended · ​ · Nine months ended
​ · ​ · September 30, 2024 · ​ · September 30, 2024
​​Total revenue​Net income (loss)​Total revenue​Net income (loss)
Community banking$14,344$4,499$43,261$13,484
Wealth management​3,049​673​9,373​2,132
Investment/Parent​(4,303)​(3,989)​(12,603)​(12,904)
Total​$13,090​$1,183​$40,031​$2,712
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended · ​ · Nine months ended
​ · ​ · September 30, 2023 · ​ · September 30, 2023
​​Total revenue​Net income (loss)​Total revenue​Net income (loss)
Community banking$14,285$4,340$41,314$12,165
Wealth management​2,845​487​8,383​907
Investment/Parent​(4,075)​(4,180)​(8,641)​(11,097)
Total​$13,055​$647​$41,056​$1,975
  1. Commitments and Contingent Liabilities

The Company had various outstanding commitments to extend credit approximating $250.1 million and $236.6 million along with standby letters of credit of $8.9 million and $8.2 million as of September 30, 2024 and December 31, 2023, respectively. The Company’s exposure to credit loss in the event of nonperformance by the other party to these commitments to extend credit and standby letters of credit is represented by their contractual amounts. The Bank uses the same credit and collateral policies in making commitments and conditional obligations as for all other lending.

The Company estimates expected credit losses over the contractual period in which it is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancelable. The allowance for credit losses on off-balance sheet credit exposures is adjusted through the provision (recovery) for credit losses line on the Consolidated Statements of Operations. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The Company recorded a provision for credit losses recovery on unfunded commitments for the three and nine months ended September 30, 2024 of $4,000 while a provision for credit losses expense of $48,000 and $14,000 was recorded for the three and nine months ended September 30, 2023, respectively. The carrying amount of the allowance for credit losses for the Company’s obligations related to unfunded commitments and standby letters of credit, which is reported in other liabilities on the Consolidated Balance Sheets, was $936,000 at September 30, 2024 compared to $940,000 at December 31, 2023.

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

  1. Pension Benefits

The Company has a noncontributory defined benefit pension plan covering certain employees who work at least 1,000 hours per year. The participants have a vested interest in their accrued benefit after five full years of service. The benefits of the plan are based upon the employee’s years of service and average annual earnings for the highest five consecutive calendar years during the finalten-year period of employment. Plan assets are primarily debt securities (including U.S. Treasury and Agency securities and corporate bonds), listed common stocks (including shares of AmeriServ Financial, Inc. common stock which is limited to 10% of the plan’s assets), mutual funds, and short-term

cash equivalent instruments. The net periodic pension cost for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended · ​ · Nine months ended
​ · September 30, · ​ · September 30,
​ · ​ · 2024 · 2023 · 2024 · 2023
COMPONENTS OF NET PERIODIC BENEFIT COST: · ​ · ​ · ​ · ​ · ​ · ​
Service cost​$211​$327​$628​$841
Interest cost​369​514​1,173​1,384
Expected return on plan assets​(1,051)​(1,124)​(3,119)​(3,192)
Amortization of net loss​—​29​—​29
Settlement charge​34​—​410​—
Net periodic pension benefit​$(437)​$(254)​$(908)​$(938)

The service cost component of net periodic benefit cost is included in salaries and employee benefits and all other components of net periodic benefit cost are included in other expense on the Consolidated Statements of Operations.

The Company recognized a $34,000 and $410,000 settlement charge in connection with its defined benefit pension plan in the third quarter and first nine months of 2024, respectively, whileno such charge was recognized in the same periods of 2023. 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 lump sum payments, these individuals are no longer included in the pension plan. Therefore, the Company’s basic annual pension expense is expected to be lower in the future. This was evident in 2023 and so far in 2024 as the Company has recognized a net periodic pension benefit in both years.

The accrued pension obligation, which had a positive (debit) balance of $29.1 million and $24.7 million, was reclassified to other assets on the Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, respectively. The balance of the accrued pension obligation continues to be a positive value as a result of Company contributions to the plan and the revaluation of the obligation.

The Company implemented a soft freeze of its defined benefit pension plan to provide that non-union employees hired on or after January 1, 2013 and union employees hired on or after January 1, 2014 are not eligible to participate in the pension plan. Instead, such employees are eligible to participate in a qualified 401(k) plan. This change was made to help reduce pension costs in future periods.

  1. Disclosures about Fair Value Measurements and Financial Instruments

The following disclosures establish a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The three broad levels defined within this hierarchy are as follows:

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

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

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

Assets and Liabilities Measured and Recorded on a Recurring Basis

Equity securities are reported at fair value utilizing Level 1 inputs. These securities are mutual funds held within a rabbi trust for the Company's executive deferred compensation plan. The mutual funds held are open-end funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value and to transact at that price.

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

The fair values of the simultaneous interest rate swaps, the interest rate hedge used for interest rate risk management, and the risk participation agreements associated with certain commercial real estate loans are based on an external derivative valuation model using data inputs from similar transactions as of the valuation date and classified Level 2.

The following table presents the assets and liabilities measured and reported on the Consolidated Balance Sheets on a recurring basis at their fair value as of September 30, 2024 and December 31, 2023, by level within the fair value hierarchy (in thousands).

​​​​​​​​​​​​​
​ · ​ · Fair Value Measurements at September 30, 2024
​ · TOTAL · (LEVEL 1) · (LEVEL 2) · (LEVEL 3)
Equity securities (1)​$346​$346​$—​$—
Available for sale securities:​​​​​​​​​​​​
U.S. Agency​4,857​—​4,857​—
U.S. Agency mortgage-backed securities​​93,611​​—​​93,611​​—
Municipal​8,674​—​8,674​—
Corporate bonds​57,449​—​57,449​—
Interest rate swap asset (1)​2,727​—​2,727​—
Interest rate swap liability (2)​(2,787)​—​(2,787)​—
Interest rate hedge (2)​(679)​—​(679)​—
Risk participation agreement (2)​(422)​—​(422)​—
​​​​​​​​​​​​​
​ · ​ · Fair Value Measurements at December 31, 2023
​ · TOTAL · (LEVEL 1) · (LEVEL 2) · (LEVEL 3)
Equity securities (1)​$499​$499​$—​$—
Available for sale securities:​​​​​​​​​​​​
U.S. Agency​5,339​—​5,339​—
U.S. Agency mortgage-backed securities​​93,075​​—​​93,075​​—
Municipal​10,360​—​10,360​—
Corporate bonds​56,937​—​56,937​—
Interest rate swap asset (1)​4,582​—​4,582​—
Interest rate swap liability (2)​(4,665)​—​(4,665)​—
Interest rate hedge (2)​​(446)​​—​​(446)​​—
Risk participation agreement (2)​(410)​—​(410)​—
(1)Included within other assets on the Consolidated Balance Sheets.
(2)Included within other liabilities on the Consolidated Balance Sheets.

Assets Measured and Recorded on a Non-Recurring Basis

The Company evaluates individual loans for expected credit losses when those loans do not share similar risk characteristics with loans evaluated using a collective (pooled) basis. Individually evaluated loans are reported at the fair

value of the underlying collateral if the repayment is expected solely from the collateral. Collateral values are estimated using Level 3 inputs based on observable market data which at times are discounted using unobservable inputs. At September 30, 2024, individually evaluated loans using the collateral method with a carrying value of $3.6 million were reduced by a specific valuation allowance totaling $1.6 million resulting in a net fair value of $2.0 million. At December 31, 2023, the Company hadno individually evaluated loans using the collateral method which were carried at fair value.

Other real estate owned is measured at fair value based on appraisals, less estimated costs to sell at the date of foreclosure. The Bank’s internal Collections and Assigned Risk Department estimates the fair value of repossessed assets, such as vehicles and equipment, using a formula driven analysis based on automobile or other industry data, less estimated costs to sell at the time of repossession. Valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value, less costs to sell. Income and expenses from operations and changes in valuation allowance are included in the net expenses from OREO and repossessed assets.

Assets measured and recorded at fair value on a non-recurring basis are summarized below (in thousands, except range data):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Fair Value Measurements
September 30, 2024 · ​ · TOTAL · ​ · (LEVEL 1) · (LEVEL 2) · (LEVEL 3)
Individually evaluated loans​$1,980​$—​$—​$1,980
Other real estate owned and repossessed assets​1,850​—​—​1,850
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Fair Value Measurements
December 31, 2023 · TOTAL · (LEVEL 1) · (LEVEL 2) · (LEVEL 3)
Other real estate owned and repossessed assets​$15​$—​$—​$15
​​​​​​​​​​​
​ · ​ · Quantitative Information About Level 3 Fair Value Measurements
​ · ​ · ​ · ​ · Valuation · ​ · Unobservable · ​ · ​ · ​
September 30, 2024 · Fair Value · Techniques · Input · Range (Wgtd Avg)
Individually evaluated loans​$1,980Appraisal of collateral (1)Appraisal adjustments (2)10% (10%)​
Other real estate owned and repossessed assets​1,850Appraisal of collateral (1)Appraisal adjustments (2)18% to 76% (26%)​
​​​​​​​Liquidation expenses​0% to 33% (4%)​
​​​​​​​​​​​
​ · ​ · Quantitative Information About Level 3 Fair Value Measurements
​ · ​ · ​ · ​ · Valuation · ​ · Unobservable · ​ · ​ · ​
December 31, 2023 · Fair Value · Techniques · Input · Range (Wgtd Avg)
Other real estate owned and repossessed assets$15Appraisal of collateral (1)Appraisal adjustments (2)63% (63%)​
​​​​​​​Liquidation expenses​33% (33%)​
(1)Fair Value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not identifiable. Also includes qualitative adjustments by management and estimated liquidation expenses.
(2)Appraisals may be adjusted by management for qualitative factors such as economic conditions.

Fair Value of Financial Instruments

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

Fair values have been determined by the Company using independent third party valuations that use the best available data (Level 2) and an estimation methodology (Level 3) the Company believes is suitable for each category of financial instruments. Management believes that cash and cash equivalents, bank owned life insurance, regulatory stock, accrued interest receivable and payable, deposits with no stated maturities, and short-term borrowings have fair values

which approximate the recorded carrying values. The fair value measurements for all of these financial instruments are Level 1 measurements.

The estimated fair values based on U.S. GAAP measurements and recorded carrying values at September 30, 2024 and December 31, 2023 for the remaining financial instruments not required to be reported at fair value were as follows:

​​​​​​​​​​​​​​​​
​ · ​ · September 30, 2024
​ · Carrying · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Value · ​ · ​ · Fair Value · ​ · ​ · (Level 1) · ​ · ​ · (Level 2) · ​ · ​ · (Level 3)
​ · ​ · ​ · (In Thousands)
FINANCIAL ASSETS: · ​ · ​ · ​ · ​ · ​
Investment securities – HTM​$65,451​$61,890​$—​$60,959​$931
Loans held for sale​783​​803​​803​—​—
Loans, net of allowance for credit losses and unearned income​1,025,218​​972,404​​—​—​972,404
FINANCIAL LIABILITIES:​​​​​
Deposits with stated maturities​​337,468​​337,198​​—​​—​​337,198
All other borrowings (1)​81,268​80,878​—​—​80,878
​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2023
​ · Carrying · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Value · ​ · Fair Value · ​ · (Level 1) · ​ · (Level 2) · ​ · (Level 3)
​​​(In Thousands)
FINANCIAL ASSETS:​​​​​​​​​​​​​​​
Investment securities – HTM​$63,979​$58,621​$—​$56,769​$1,852
Loans held for sale​130​​132​​132​—​—
Loans, net of allowance for credit losses and unearned income​1,023,218​​950,402​​—​—​950,402
FINANCIAL LIABILITIES:​​​​​
Deposits with stated maturities​​322,477​​321,660​​—​​—​​321,660
All other borrowings (1)​71,247​70,061​—​—​70,061
(1)All other borrowings include advances from Federal Home Loan Bank and subordinated debt.

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

17. Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the unaudited consolidated balance sheet date up to the date that the unaudited consolidated financial statements were issued. Based upon this review, one subsequent event was identified that requires disclosure.

Effective October 1, 2024, thetwo wholly owned subsidiaries of the Company, AmeriServ Financial Bank (the Bank) and AmeriServ Trust and Financial Services Company (the Trust Company), completed a merger. Specifically, the Trust Company merged with and into the Bank. The former Trust Company now functions as a division of the Bank with all property, obligations, and capital being transferred to the Bank. Assets and capital totaling $6.5 million were transferred from the former Trust Company to the Bank as a result of the merger which will favorably impact the Bank’s regulatory capital ratios in future periods. A new division of the Bank relating to the Trust Company’s operations, named AmeriServ Wealth and Capital Management, was formed on such date. On the same day, West Chester Capital Advisors, the SEC-registered investment advisor subsidiary of the Bank, changed its name to AmeriServ Wealth Advisors.

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