SECURITIES AND EXCHANGE COMMISSION






SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


Form 8-K


Current Report

Pursuant to Section 13 or 15(d) of the Securities Act of 1934


Date of Report (Date of earliest event reported) January 24, 2006


AMERISERV FINANCIAL, Inc.

(exact name of registrant as specified in its charter)


Pennsylvania        0-11204        25-1424278

(State or other     (commission    (I.R.S. Employer

jurisdiction        File Number)   Identification No.)

of Incorporation)


Main and Franklin Streets, Johnstown, Pa.  15901

(address or principal executive offices)   (Zip Code)


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


N/A

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


Check the appropriate box below if the Form 8-K filing is intended to

simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:


( ) Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)


( ) Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)


( ) Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))


( ) Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4c))
















Form 8-K


Item 2.02 Results of operation and financial condition.


AMERISERV FINANCIAL Inc. (the "Registrant") announced fourth quarter and full year results as of December 31, 2005.  For a more detailed description of the announcement see the press release attached as Exhibit #99.1.  


Exhibits

--------


Exhibit 99.1

Press release dated January 24, 2006, announcing the fourth quarter and full year results as of December 31, 2005.



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



AMERISERV FINANCIAL, Inc.


By /s/Jeffrey A. Stopko

Jeffrey A. Stopko

Senior Vice President

& CFO


Date: January 24, 2006










Exhibit 99.1


 AMERISERV FINANCIAL RETURNS TO PROFITABILITY IN THE FOURTH QUARTER OF 2005     

JOHNSTOWN, PA – AmeriServ Financial, Inc. (NASDAQ: ASRV) returned to profitability in the fourth quarter of 2005 by reporting net income of $220,000 or $0.01 per diluted share which compared favorably to the net loss of $10.9 million or ($0.64) per diluted share reported in the fourth quarter of 2004.  For the full year 2005, the Company reported a reduced net loss of $9.1 million or ($0.45) per share when compared to the net loss of $9.7 million or ($0.66) per share for the 2004 year.  The following table highlights the Company’s financial performance for both the quarters and years ended December 31, 2005 and 2004:  

   

 

Fourth Quarter 2005

Fourth

Quarter 2004

 

 Year Ended

December 31, 2005

Year Ended

December 31, 2004

Net income (loss)

$220,000

($10,941,000)

 

($9,141,000)

($9,719,000)

Diluted earnings per share

0.01

(0.64)

 

(0.45)

(0.66)


Allan R. Dennison, President and Chief Executive Officer, commented on the fourth quarter 2005 results, “All phases of our previously announced balance sheet restructuring were successfully completed by the end of 2005.  This included, within the fourth quarter, the redemption at par of $7.2 million of high coupon trust preferred securities for which the Company incurred a $210,000 charge to write-off related unamortized issuance costs.  AmeriServ began to realize the benefits of a traditional community bank balance sheet in the fourth quarter of 2005 as our net interest margin improved to 3.21%.  This represented an increase of 78 basis points over the third quarter 2005 performance and an increase of 86 basis points when compared to the 2004 fourth quarter net interest margin of 2.35%.  We will now be able to fully focus on community banking and our growing trust company in order to drive meaningful earnings improvement in 2006.  


The Company did not record a provision for loan losses in the fourth quarter of 2005 compared to a provision of $1.1 million or 0.87% of total loans in the fourth quarter of 2004.  Net charge-offs were also lower in the fourth quarter of 2005 amounting to $292,000 or 0.21% of total loans compared to net charge-offs of $1.1 million or 0.84% of total loans in the prior year fourth quarter.  For the full year 2005, the Company recorded a negative loan loss provision of $175,000 compared to a provision of $1.8 million for 2004 or a net favorable change of $1.9 million.  The overall reduced provision in 2005 resulted from a sustained improvement in asset quality.  Net charge-offs in 2005 totaled $575,000 or only 0.11% of total loans compared to net charge-offs of $3.4 million or 0.68% of total loans in 2004.  Non-performing assets have remained in a range of $3.3 to $5.0 million for the past six quarters ending the 2005 year at $4.3 million or 0.78% of total loans.    As a result of these asset quality improvements and a reduced loan loss reserve, the allowance for loan losses provided 212% coverage of non-performing assets at December 31, 2005 compared to 254% coverage at December 31, 2004.  The allowance for loan losses as a percentage of total loans amounted to 1.66% at December 31, 2005.   

  

The Company’s net interest income in the fourth quarter of 2005 increased by $679,000 from the prior year fourth quarter and for the full year 2005 increased by $646,000 when compared to the full year 2004.  This increase reflects the benefit of an improved net interest margin that has more than offset a sizable decline in the level of average earning assets.  The improved net interest margin has resulted from the balance sheet restructuring measures executed in both the fourth quarter of 2004 and the third quarter of 2005.  This balance sheet restructuring was facilitated by the successful private placement of $36.1 million of common stock over the past 15 months and included the prepayment of $225 million of high cost Federal Home Loan Bank (FHLB) borrowings and related interest rate hedges, and the retirement of $22.5 million of 8.45% coupon trust preferred securities.    Consequently, for the fourth quarter of 2005 the net interest margin increased by 86 basis points to 3.21% while the level of average earning assets declined by $184 million when compared to the fourth quarter of 2004.  For the full year 2005 the net interest margin increased by 48 basis points to 2.76% while the level of average earning assets declined by $153 million when compared to the full year 2004.  For both the fourth quarter and full year 2005, the decline in average assets was attributable to the sale of investment securities, the proceeds of which were used to repay the FHLB debt.  The Company’s net interest income, margin and average earning assets did benefit from increased loans in the earning asset mix as total loans outstanding averaged $525 million in 2005 a $28 million or 5.7% increase from 2004.  This loan growth was most evident in the commercial loan portfolio.  Deposits continued their recovery from the low point reached in the fourth quarter of 2004.  Total deposits averaged $700 million in 2005, a $37 million or 5.5% increase from 2004 due largely to increased deposits from the trust company’s operations.  This deposit growth also allowed the Company to further reduce FHLB borrowings as these borrowings amounted to only 7.3% of total assets at December 31, 2005 compared to 25.0% of total assets at December 31, 2004.         


The Company’s non-interest income in the fourth quarter of 2005 increased by $580,000 from the prior year fourth quarter but for the full year 2005 declined by $3.8 million when compared to 2004.  The fourth quarter 2005 improvement was due to no losses realized on investment security sales in the fourth quarter of 2005 compared to $460,000 of losses realized on investment security sales in the fourth quarter of 2004.  Also, trust fees increased by $193,000 or 14.1% due to continued successful new business development efforts.  The largest factor responsible for the full year 2005 $3.8 million decline in non-interest income was $2.5 million of losses on investment security sales associated with the third quarter balance sheet restructuring.  The Company had realized investment security gains of $816,000 in 2004 thus causing a net unfavorable change of $3.3 million.  Other income declined by $915,000 for the full year 2005 as the Company benefited from $578,000 of additional gains on the sale of other real estate owned properties in 2004.  Lower mortgage production related revenues also contributed to the decrease in other income in 2005 and a $142,000 decline in gains on loan sales into the secondary market.  These items overshadowed a $766,000 or 14.3% increase in trust fees for the full year 2005 due to continued successful new business development efforts and the full benefit of new customer fee schedules that were implemented in the fourth quarter of 2004.

         

The Company’s non-interest expense in the fourth quarter of 2005 decreased by $13.7 million from the prior year fourth quarter and for the full year 2005 declined by $671,000 when compared to 2004.  The fourth quarter 2004 included $12.6 million of FHLB debt prepayment penalties related to the retirement of $125 million of FHLB convertible advances.  The Company incurred a similar charge of $12.3 million in the third quarter of 2005 related to the prepayment of all remaining $100 million of FHLB convertible advances and the termination of all interest rate hedges associated with this FHLB debt.  The fourth quarter of 2004 also included a $476,000 charge to write-off unamortized issuance costs related to the $15.3 million of trust preferred securities that were retired last year.  The Company’s fourth quarter 2005 expenses included a charge of $210,000 to write-off unamortized issuance costs related to the $7.2 million of trust preferred securities that were retired in the fourth quarter of 2005.  Aside from these balance sheet restructuring related costs, professional fees were up by $545,000 for the full year 2005 due to costs associated with implementing Sarbanes-Oxley Section 404.  The Company did benefit from reduced amortization of core deposit intangibles that decreased by $285,000 for the full year 2005 and a $153,000 reduction in occupancy and equipment expenses due to cost savings from closure of the Company’s Harrisburg branch office and lower property taxes.  Also, the loss from discontinued operations declined by $735,000 in the fourth quarter of 2005 and by $1.1 million for the full year 2005 as a result of the closure of the unprofitable mortgage servicing operation.  Overall, excluding all balance sheet restructuring related charges, the Company’s ongoing focus on reducing expenses resulted in lower non-interest expenses in 2005 despite the additional costs associated with implementing Sarbanes-Oxley Section 404.


The Company recognized an income tax benefit of approximately $5.9 million for both the full year 2005 and 2004 due to the pre-tax losses incurred in both years and the Company’s belief that it will generate sufficient earnings in future periods to utilize these net operating loss carryforwards.  In 2005 and 2004, the Company also lowered its income tax expense by approximately $475,000 and $700,000, respectively, due to a reduction in reserves for prior year tax contingencies as a result of the successful conclusion of an IRS examination on several open tax years.  


At December 31, 2005, ASRV had total assets of $880 million and shareholders’ equity of $85 million or $3.82 per share.  The Company’s asset leverage ratio improved to 10.24% at December 31, 2005 compared to 9.20% at December 31, 2004.  AmeriServ Financial, Inc., is the parent of AmeriServ Financial Bank and AmeriServ Trust & Financial Services in Johnstown, AmeriServ Associates of State College, and AmeriServ Life Insurance Company.


This news release may contain forward-looking statements that involve risks and uncertainties, as defined in the Private Securities Litigation Reform Act of 1995, including the risks detailed in the Company's Annual Report and Form 10-K to the Securities and Exchange Commission.  Actual results may differ materially.


Nasdaq NMS: ASRV

SUPPLEMENTAL FINANCIAL PERFORMANCE DATA

January 24, 2006

(In thousands, except per share and ratio data)

(All quarterly and 2005 data unaudited)

2005

 

1QTR

2QTR

3QTR

4QTR

YEAR

     

TO DATE

PERFORMANCE DATA FOR THE PERIOD:

     

Net income (loss)  

$833

$370

($10,564)

$220

($9,141)

      

PERFORMANCE PERCENTAGES (annualized):

     

Return on average equity

3.95%

1.75%

(49.42)%

1.03%

(10.77)%

Net interest margin

2.75

2.63

2.43

3.21

2.76

Net charge-offs as a percentage of average loans

0.05

0.06

0.11

0.21

0.11

Loan loss provision as a percentage of average loans

-

(0.21)

0.08

-

(0.03)

Efficiency ratio

94.42

96.81

362.60

96.65

143.54

      

PER COMMON SHARE:

     

Net income (loss):

     

Basic

$0.04

$0.02

($0.53)

$0.01

($0.45)

Average number of common shares outstanding

19,720,827

19,726,345

19,785,455

22,109,065

20,340,459

Diluted

0.04

0.02

(0.53)

0.01

(0.45)

Average number of common shares outstanding

19,760,049

19,764,647

19,785,455

22,123,011

20,340,459

      



2004

 

1QTR

2QTR

3QTR

4QTR

YEAR

     

TO DATE

PERFORMANCE DATA FOR THE PERIOD:

     

Net income (loss)  

$226

$254

$742

($10,941)

($9,719)

      

PERFORMANCE PERCENTAGES (annualized):

     

Return on average equity

1.21%

1.41%

4.21%

(54.13)%

(13.04)%

Net interest margin

2.39

2.25

2.15

2.35

2.28

Net charge-offs as a percentage of average loans

0.48

0.48

0.92

0.84

0.68

Loan loss provision as a percentage of average loans

0.31

0.21

-

0.87

0.35

Efficiency ratio

93.83

94.80

96.89

295.04

138.03

      

PER COMMON SHARE:

     

Net income (loss):

     

Basic

$0.02

$0.02

$0.05

($0.64)

($0.66)

Average number of common shares outstanding

13,962,010

13,969,211

13,975,838

17,208,353

14,783,297

Diluted

0.02

0.02

0.05

(0.64)

(0.66)

Average number of common shares outstanding

14,025,836

14,023,577

14,009,952

17,208,353

14,783,297

      





AMERISERV FINANCIAL, INC.

(In thousands, except per share, statistical, and ratio data)

(All quarterly and 2005 data unaudited)


2005

 

1QTR

2QTR

3QTR

4QTR

 

PERFORMANCE DATA AT PERIOD END

     

Assets

$996,450

$996,786

$901,194

$880,176

 

Investment securities

381,124

385,398

253,082

231,924

 

Loans

527,344

522,437

544,900

550,602

 

Allowance for loan losses

9,856

9,480

9,435

9,143

 

Goodwill and core deposit intangibles

12,896

12,680

12,464

12,247

 

Mortgage servicing rights

-

-

-

-

 

Deposits

725,369

691,740

698,297

712,655

 

Stockholders’ equity

83,720

86,267

85,022

84,474

 

Trust assets – fair market value (B)

1,465,028

1,487,496

1,600,968

1,606,978

 

Non-performing assets

3,819

3,334

3,323

4,316

 

Asset leverage ratio

9.77%

9.92%

9.90%

10.24%

 

PER COMMON SHARE:

     

Book value (A)

$4.24

$4.37

$3.85

$3.82

 

Market value

5.61

5.35

4.35

4.38

 

Market price to book value

132.35%

122.36%

113.07%

114.65%

 
      

STATISTICAL DATA AT PERIOD END:

     

Full-time equivalent employees

394

383

384

378

 

Branch locations

22

22

22

22

 

Common shares outstanding

19,722,884

19,729,678

22,105,786

22,112,273

 


2004

 

1QTR

2QTR

3QTR

4QTR

PERFORMANCE DATA AT PERIOD END

    

Assets

$1,099,564

$1,178,406

$1,088,849

$1,009,976

Investment securities

504,980

581,553

488,617

401,019

Loans

503,404

500,522

506,551

521,416

Allowance for loan losses

11,379

10,932

9,827

9,893

Goodwill and core deposit intangibles

13,905

13,547

13,329

13,112

Mortgage servicing rights

1,493

1,642

1,395

-

Deposits

656,348

670,941

659,176

644,391

Stockholders’ equity

77,721

67,213

73,471

85,219

Trust assets – fair market value (B)

1,256,064

1,246,458

1,228,126

1,309,362

Non-performing assets

13,482

10,155

5,047

3,894

Asset leverage ratio

7.75%

7.71%

7.85%

9.20%

PER COMMON SHARE:

    

Book value

$5.57

$4.81

$5.26

$4.32

Market value

6.10

5.55

5.00

5.17

Market price to book value

109.52%

115.50%

95.13%

119.62%

     

STATISTICAL DATA AT PERIOD END:

    

Full-time equivalent employees

415

412

409

406

Branch locations

23

23

23

23

Common shares outstanding

13,965,737

13,972,424

13,978,726

19,717,841


    NOTES:

        (A) Other comprehensive income had a negative impact of $0.18 on book value per share at December 31, 2005.

        (B)  Not recognized on the balance sheet.

    

AMERISERV FINANCIAL, INC.

CONSOLIDATED STATEMENT OF INCOME

(In thousands)

(All quarterly and 2005 data unaudited)

2005

     

YEAR

 

INTEREST INCOME

1QTR

2QTR

3QTR

4QTR

TO DATE

 

Interest and fees on loans

$7,954

$8,105

$8,200

$8,688

$32,947

 

Total investment portfolio

3,737

3,607

3,273

2,301

12,918

 

Total Interest Income

11,691

11,712

11,473

10,989

45,865

 
       

INTEREST EXPENSE

      

Deposits

2,845

3,188

3,290

3,662

12,985

 

All other funding sources

2,551

2,533

2,725

959

8,768

 

Total Interest Expense

5,396

5,721

6,015

4,621

21,753

 
       

NET INTEREST INCOME

6,295

5,991

5,458

6,368

24,112

 

Provision for loan losses

-

(275)

100

-

(175)

 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES


6,295


6,266


5,358


6,368


24,287

 
       

NON-INTEREST INCOME

      

Trust fees

1,472

1,506

1,586

1,565

6,129

 

Net realized gains (losses)on investment securities

    available for sale


78


-


(2,577)


-


(2,499)

 

Net realized gains on loans held for sale

72

83

27

27

209

 

Service charges on deposit accounts

584

704

723

689

2,700

 

Bank owned life insurance

250

254

256

257

1,017

 

Other income

692

633

643

685

2,653

 

Total Non-interest Income

3,148

3,180

658

3,223

10,209

 
       

NON-INTEREST EXPENSE

      

Salaries and employee benefits

4,751

4,680

4,804

4,827

19,062

 

Net occupancy expense

668

592

649

683

2,552

 

Equipment expense

639

622

620

628

2,509

 

Professional fees

823

938

1,483

998

4,242

 

FDIC deposit insurance expense

71

69

76

73

289

 

Amortization of core deposit intangibles

216

216

216

217

865

 

Prepayment penalties

-

-

12,287

-

12,287

 

Other expenses

1,775

1,789

2,143

1,867

7,614

 

Total Non-interest Expense

8,943

8,906

22,278

9,293

49,420

 
       

INCOME (LOSS) BEFORE INCOME TAXES

500

540

(16,262)

298

(14,924)

 

Provision  (benefit) for income taxes

(398)

96

(5,689)

89

(5,902)

 

INCOME (LOSS) FROM CONTINUING OPERATIONS


$898


$444


($10,573)


$209


($9,022)

 

INCOME (LOSS) FROM DISCONTINUED OPERATIONS


(65)


(74)


9


11


(119)

 

NET INCOME (LOSS)

$833

$370

($10,564)

$220

($9,141)

 
       



2004

     

YEAR

 

INTEREST INCOME

1QTR

2QTR

3QTR

4QTR

TO DATE

 

Interest and fees on loans

$7,691

$7,679

$7,346

$7,581

$30,297

 

Total investment portfolio

5,228

4,943

5,352

4,284

19,807

 

Total Interest Income

12,919

12,622

12,698

11,865

50,104

 
       

INTEREST EXPENSE

      

Deposits

2,543

2,529

2,628

2,636

10,336

 

All other funding sources

4,164

4,180

4,418

3,540

16,302

 

Total Interest Expense

6,707

6,709

7,046

6,176

26,638

 
       

NET INTEREST INCOME

6,212

5,913

5,652

5,689

23,466

 

Provision for loan losses

384

259

-

1,115

1,758

 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES


5,828


5,654


5,652


4,574


21,708

 
       

NON-INTEREST INCOME

      

Trust fees

1,267

1,347

1,377

1,372

5,363

 

Net realized gains (losses) on investment securities

     available for sale


937


111


228


(460)


816

 

Net realized gains on loans held for sale

40

115

108

88

351

 

Service charges on deposit accounts

730

716

692

668

2,806

 

Bank owned life insurance

275

276

279

278

1,108

 

Other income

690

796

1,385

697

3,568

 

Total Non-interest Income

3,939

3,361

4,069

2,643

14,012

 
       

NON-INTEREST EXPENSE

      

Salaries and employee benefits

4,710

4,605

4,706

4,992

19,013

 

Net occupancy expense

712

653

620

651

2,636

 

Equipment expense

648

630

611

689

2,578

 

Professional fees

796

827

1,091

983

3,697

 

FDIC deposit insurance expense

72

71

72

72

287

 

Amortization of core deposit intangibles

358

358

218

216

1,150

 

Prepayment penalties

-

-

-

12,637

12,637

 

Other expenses

1,888

1,693

1,726

2,786

8,093

 

Total Non-interest Expense

9,184

8,837

9,044

23,026

50,091

 
       

INCOME (LOSS) BEFORE INCOME TAXES

583

178

677

(15,809)

(14,371)

 

Provision (benefit) for income taxes

126

(55)

(324)

(5,592)

(5,845)

 

INCOME (LOSS) FROM CONTINUING

OPERATIONS


$457


$233


$1,001


($10,217)


($8,526)

 

INCOME (LOSS) FROM DISCONTINUED

OPERATIONS


(231)


21


(259)


(724)


(1,193)

 

NET INCOME (LOSS)

$226

$254

$742

($10,941)

($9,719)

 
       







AMERISERV FINANCIAL, INC.

Nasdaq NMS: ASRV

Average Balance Sheet Data (In thousands)

(All quarterly and 2005 data unaudited)


    Note:  2004 data appears before 2005.


2004

2005

  

TWELVE

 

TWELVE

 

4QTR

MONTHS

4QTR

MONTHS

Interest earning assets:

    

Loans and loans held for sale, net of unearned income

$505,933

$496,912

$540,325

$525,401

Deposits with banks

11,608

6,276

816

770

Federal funds sold

-

68

-

-

Total investment securities

453,232

527,958

246,096

351,955

     

Total interest earning assets

970,773

1,031,214

787,237

878,126

     

Non-interest earning assets:

    

Cash and due from banks

21,817

21,793

21,235

21,449

Premises and equipment

10,052

10,493

8,949

9,365

Assets of discontinued operations

2,320

2,891

821

1,135

Other assets

58,528

61,952

66,040

63,401

Allowance for loan losses

(9,444)

(10,674)

(9,311)

(9,613)

     

Total assets

$1,054,046

$1,117,669

$874,971

$963,863

     

Interest bearing liabilities:

    

Interest bearing deposits:

    

Interest bearing demand

$54,769

$53,502

$55,244

$54,695

Savings

100,054

104,187

91,324

96,819

Money market

119,997

120,280

166,168

156,932

Other time

275,718

279,458

288,108

284,951

Total interest bearing deposits

550,538

557,427

600,844

593,397

Borrowings:

    

Federal funds purchased, securities sold under agreements to repurchase, and other short-term borrowings



123,393



128,017



55,316



78,152

Advanced from Federal Home Loan Bank

154,875

208,444

993

73,924

Guaranteed junior subordinated deferrable interest debentures


32,667


34,842


16,525


19,345

Total interest bearing liabilities

861,473

928,730

673,678

764,818

     

Non-interest bearing liabilities:

    

Demand deposits

105,538

106,249

110,876

107,018

Liabilities of discontinued operations

649

498

222

379

Other liabilities

5,983

7,635

5,974

6,780

Stockholders’ equity

80,403

74,557

84,221

84,868

Total liabilities and stockholders’ equity

$1,054,046

$1,117,669

$874,971

$963,863