UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] Annual Report pursuant
to Section 15(d) of the
Securities Exchange Act of 1934 for the fiscal year
ended December 31, 2019.
or
[ ] Transition
Report pursuant to Section 15(d) of the
Securities Exchange Act of 1934 for the transition
period from ____________ to ______________.
Commission File Number: 0-11204
Ameriserv Financial
401(k) Profit Sharing Plan
(Full title of the plan)
Ameriserv Financial, Inc.
Main and Franklin Streets
Johnstown, PA 15901
(Name of issuer
of the securities held pursuant to the plan and
the address of its principal executive office.)
Registrant's telephone number, including area code:
(814) 533-5300
Notices and communications from the Securities and
Exchange
Commission relating to this report should be forwarded to:
Ameriserv Financial, Inc.
Main and Franklin Streets
Johnstown, PA 15901
Attention: Kathleen Wallace
With a copy to:
Wesley R. Kelso, Esquire
Stevens & Lee
Suite 602
25 North Queen Street
Lancaster, PA 17603
(717) 399-6632
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Item 1. Financial Statements and Exhibits
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a.
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Financial Statements
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Page Number
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Report of Independent Registered Public Accounting Firm.
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3-4
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Statement of Net Assets Available for Benefits as
of December 31, 2019 and 2018.
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5
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Statement of Changes in Net Assets Available for
Benefits for the years ended December 31, 2019 and 2018.
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6
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Notes to Financial Statements.
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7-15
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Supplemental Schedule.
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16-17
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b.
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Exhibits
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Signatures
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18
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Consent of S. R. Snodgrass, P.C.
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19
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REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Trustees
AmeriServ Financial 401(k) Profit Sharing Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net
assets available for benefits of the AmeriServ Financial 401(k)
Profit Sharing Plan (the “Plan”) as of December 31, 2019 and 2018;
the related statement of changes in net assets available for
benefits for the years then ended; and the related notes to the
financial statements (collectively, the financial statements). In
our opinion, the financial statements present fairly, in all
material respects, the net assets available for benefits of the
Plan as of December 31, 2019 and 2018, and the changes in net
assets available for benefits for the years then ended, in
conformity with accounting principles generally accepted in the
United States of America.
Basis for Opinion
These financial statements are the responsibility of the
Plan’s management. Our responsibility is to express an opinion on
the Plan’s financial statements based on our audits. We are a
public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Plan, in accordance with U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due
to error or fraud. The Plan is not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of
the Plan’s internal control over financial reporting. Accordingly,
we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Supplemental
Information
The supplemental information in the accompanying
schedule, Schedule H, Line 4i – Schedule of Assets (Held at End of
Year) as of December 31, 2019, has been subjected to audit
procedures performed in conjunction with the audit of the Plan’s
financial statements. The supplemental information is presented for
the purpose of additional analysis and is not a required part of
the financial statements but includes supplemental information
required by the Department of Labor’s Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental information is the
responsibility of the Plan’s management. Our audit procedures
included determining whether the supplemental information
reconciles to the financial statements or the underlying accounting
and other records, as applicable, and performing procedures to test
the completeness and accuracy of the information presented in the
supplemental information. In forming our opinion on the
supplemental information in the accompanying schedule, we evaluated
whether the supplemental information, including its form and
content, is presented in conformity with the Department of Labor’s
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. In our opinion,
the supplemental information in the accompanying schedule is fairly
stated, in all material respects, in relation to the financial
statements as a whole.
We have served as the Plan’s
auditor since 2005.
/s/ S.R. Snodgrass, P.C.
Cranberry Township,
Pennsylvania
June 26, 2020
AMERISERV FINANCIAL 401(k) PROFIT SHARING
PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31,
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2019
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2018
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ASSETS
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Investments, at fair value:
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Common / Collective Funds
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$
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19,427,922
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$
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17,617,309
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Mutual Funds
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12,504,923
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9,432,392
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Ameriserv Financial, Inc. Common Stock
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491,782
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582,085
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Ameriserv Financial Capital Trust Preferred
Stock
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426,106
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644,562
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Money Market Funds/Cash Equivalents
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2,359,182
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1,589,574
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Total Investments, at fair value
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35,209,915
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29,865,922
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Annuity Insurance Contracts, at contract
value
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800,371
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859,755
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Total Investments
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36,010,286
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30,725,677
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Cash
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7,931
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11,189
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Notes Receivable From Participants
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565,829
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551,049
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Contribution Receivable From Employer
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26,263
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22,641
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Contribution Receivable From Participants
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52,095
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48,620
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Accrued Interest Receivable
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6,869
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6,605
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TOTAL ASSETS
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36,669,273
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31,365,781
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LIABILITIES
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-
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-
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TOTAL LIABILITIES
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-
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-
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NET ASSETS AVAILABLE FOR BENEFITS
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$
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36,669,273
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$
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31,365,781
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The
accompanying notes are an integral part of these financial
statements
AMERISERV FINANCIAL 401(k) PROFIT SHARING
PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Year Ended December 31,
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2019
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2018
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ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
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INVESTMENT INCOME:
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Net Appreciation (Depreciation) Of
Investment
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$
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5,795,588
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$
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(1,276,485)
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Interest And Dividends
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268,870
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236,437
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Total Investment Income
(Loss)
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6,064,458
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(1,040,048)
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Interest Income On Notes
Receivable From Participants
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20,696
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17,843
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CONTRIBUTIONS:
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Contributions By
Participants
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1,298,025
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1,181,501
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Contributions By Employer
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604,230
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502,639
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Rollovers
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325,557
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419,436
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Total Contributions
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2,227,812
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2,103,576
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Total Additions
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8,312,966
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1,081,371
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DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
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Benefits Paid To Participants
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3,004,694
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3,837,610
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Administrative Expenses
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4,780
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18,449
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Total Deductions
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3,009,474
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3,856,059
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Net Increase (Decrease)
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5,303,492
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(2,774,688)
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NET ASSETS AVAILABLE FOR BENEFITS:
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Beginning Of The Year
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31,365,781
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34,140,469
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End Of The Year
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$
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36,669,273
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$
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31,365,781
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The
accompanying notes are an integral part of these financial
statements
AMERISERV FINANCIAL 401(k) PROFIT SHARING
PLAN
NOTES TO FINANCIAL
STATEMENTS
NOTE
1 - DESCRIPTION OF PLAN
The following brief description of the Ameriserv
Financial 401(k) Profit Sharing Plan (the “Plan”) is provided for
general information purposes only. Participants should refer
to the Plan Document for a more comprehensive description of the
Plan’s provisions.
General
The Plan is a defined contribution plan covering
the employees of Ameriserv Financial, Inc., and its wholly owned
subsidiaries Ameriserv Financial Bank, and Ameriserv Trust and
Financial Services, (the “Companies”), including members of the
United Steelworkers of America, AFL-CIO-CLC, Local Union 2635-06
(the “Union”). Following the amendment to close the Ameriserv
Financial Inc. defined benefit pension plan to employees hired
after December 31, 2012, the Plan was amended, effective January 1,
2013. Union and non-union employees hired prior to January 1,
2013, who have attained the age of 21 and the earlier of completion
of 12 consecutive months of service with at least 500 hours of
service are eligible to participate, but are not eligible to
receive an employer discretionary contribution until achieving
1,000 hours of service. Union and non-union employees hired
and rehired after December 31, 2012, are eligible to participate
upon the completion of one hour of service. The Plan includes a 401(k) before-tax
savings feature, which permits participants to defer compensation
under Section 401(k) of the Internal Revenue Code. It is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA), as amended. The Plan is not
covered by the Pension Benefit Guaranty Corporation.
Investments
The Administrative Employee Committee for
Retirement Plans (the “Committee”) of AmeriServ Financial Bank (the
“Company”) has the responsibility to administer the AmeriServ
Financial 401(k) Profit Sharing Plan. The Committee has the
authority and responsibility to prudently and diligently select
mutual funds or other investment vehicles for participant
investment direction in the Plan. The Committee currently delegates
this responsibility to AmeriServ Trust and Financial Services to
assist the Committee in fulfilling its fiduciary obligations in the
administration of the Plan investments.
Contributions
All eligible employees may elect to contribute,
through the 401(k) feature, 1 percent to 100 percent of their base
salaries each period to the maximum amount permitted by the
Internal Revenue Code. On January 1, 2018 the plan was amended to
allow Roth deferrals as an additional employee contribution option
to all employees. Non-union employees hired or rehired after
December 31, 2012, will be provided an employer matching
contribution equal to 50% of the first 6% of deferred compensation
in addition to a nonelective contribution of 4% of their base pay
plus commissions. For non-union employees hired before December 31,
2012 the match is 50% of the first 2% of pretax 401(k)
contributions with no nonelective contributions. Fulltime salaried
union employees hired after December 31, 2013 receive a dollar for
dollar match up to 4% plus a nonelective contribution of 4% of
their total eligible compensation. All other eligible union
employees will receive a nonelective contribution of 4% based on
their total eligible compensation. Employees may elect to
have their contributions, in 5% increments, invested in one or more
of 39 mutual funds, 11 common/collective portfolios, 2 money
market/cash equivalent funds, and the Ameriserv Financial, Inc.
common or preferred stock administered by the Plan’s trustee. The
diversified mutual fund investment options include bond and
government securities funds and various U.S. and foreign stock
funds. Additionally, participants can elect to have a portion
of their portfolio invested in annuity insurance contracts, which
are restricted based on age and minimum investment thresholds.
NOTE 1 - DESCRIPTION OF PLAN (continued)
The Companies have the right to make other
discretionary contributions to the Plan. Any contribution to
be made will be on an annual basis, and such contribution is
allocated as a percentage of compensation of eligible participants
for the year. Participants who have attained age 50 before the end
of the plan year are eligible to make catch-up contributions.
Participants may also contribute amounts representing distributions
from other qualified defined benefit or defined contribution
plans.
Participant Accounts
Each participant’s account is credited with the
participant’s contribution and allocation of the company’s
contribution (if applicable) plus Plan earnings. Allocations are
based on participant earnings or account balances, as defined. The
benefit to which a participant is entitled is the benefit that can
be provided from the participant’s vested balance.
Vesting
Participants are immediately vested in their
voluntary contributions plus actual earnings thereon. Vesting
in the Companies’ contributions in the Plan is based on completion
of credited service years. A credited service year is
considered one in which the participant completed at least 1,000
hours of service. Employees become 100 percent vested after
three years of credited service.
Notes Receivable from Participants
Participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum equal to the lesser of $50,000 or
50% of their account balance. The loans are secured by the
balance in the participant’s account and bear interest rates that
are commensurate with the five year AmeriServ Financial published
home equity rate on the day the loan is requested. Principal
and interest is paid ratably through bi-weekly payroll deductions.
Interest rates on the notes receivable ranged from 2.41% to 7.25%,
while the maturity dates ranged from March 16, 2020 to December 31,
2024.
Payment of Benefits
On termination of service, a participant may
receive a lump sum amount equal to the vested value of his or her
account or elect to defer payment until a later date. The
Plan also provides for normal retirement benefits to be paid in the
form of a lump sum upon reaching age 65 or termination of
employment and has provisions for deferred, death, disability and
retirement benefits, and hardship withdrawals.
Forfeitures
Upon termination of employment of a member who was
not fully vested in his or her Employer Account, the non-vested
portion shall be forfeited in the plan year of their termination
and such forfeitures shall be used in the year of forfeiture as
described herein. Any amounts forfeited shall be applied to restore
the member’s forfeitures if, he is reemployed by the Employer or an
Affiliated Employer before he has a period of Break in Service of
five years and then, if available, used to pay reasonable
administrative expenses of the Plan. Participant forfeitures
totaled $10,510 and $4,390 during the years ended December 31, 2019
and 2018, respectively. Forfeiture balances totaling $4,402 for the
year ended December 31, 2018, which included $4,390 in
forfeitures and $12 in income, were used to offset administrative
expenses in 2019. Forfeiture balances totaling $10,510 for the year
ended December 31, 2019 was used to pay administrative expenses of
the Plan in 2020.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Accounting
The
financial statements of the Plan are prepared on the accrual basis
of accounting.
Accounting Estimates
The financial statements have been prepared in
conformity with U.S. generally accepted accounting principles.
In preparing the financial statements, management is required
to make estimates and assumptions that affect the reported amounts
of assets and liabilities and changes therein and disclosures of
contingent assets and liabilities. Actual results could
differ from those estimates.
Valuation of Investments and Income Recognition
Investments are reported at fair value. Fair value
is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market
participants at the measurement date. The Plan’s Pension
Committee determines the Plan’s valuation policies utilizing
information provided by investment advisors, custodians, and
insurance company. See Note 7 for discussion of Fair Value
Measurements.
Purchase and sales of securities are recorded on a
trade-date basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date. Net appreciation
(depreciation) includes the plan’s gains and losses on investments
bought and sold as well as held during the year.
Notes Receivable from Participants
Notes receivable from participants are measured at
their unpaid principal balance plus any accrued interest. Interest
income is recorded on the accrual basis. Delinquent
participant loans are reclassified as distributions based upon the
terms of the plan document. No allowance for credit losses
has been recorded as of December 31, 2019 or 2018. If a
participant ceases to make loan repayments and the plan
administrator deems the participant loan to be in default, the
participant loan balance is reduced and a benefit payment is
recorded.
Payment of Benefits
Benefit payments to participants are recorded upon
distribution.
Excess Contributions Payable
Amounts payable to participants for contributions
in excess of amounts allowed by the IRS are recorded as a liability
with a corresponding reduction to contributions. There were no
excess contributions payable as of December 31, 2019 and December
31, 2018.
Administrative Expenses
Certain administrative functions are performed by
officers and employees of the Companies. No such officer or
employee receives compensation from the Plan. Certain other
administrative expenses are paid directly by the Companies.
Such costs amounted to $120,058 and $127,030 for the years
ended December 31, 2019 and 2018, respectively.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Reclassification of Comparative Amounts
Certain comparative amounts for the prior year have
been reclassified to conform to current-year classifications.
Such classifications did not affect the net increase in plan
assets or net assets available for benefits.
NOTE
3 – NEW ACCOUNTING PRONOUNCEMENT
In
February 2017, the Financial Accounting Standards Board (FASB)
issued Accounting Standards Update (ASU) No. 2017-06, “Plan
Accounting: Defined Benefit Pension Plans (Topic 960), Defined
Contribution Pension Plans (Topic 962), Health and Welfare Benefit
Plans (Topic 965) Employee Benefit Plan Master Trust Reporting.”
This update clarifies presentation requirements and provides more
detailed disclosures for a plan’s interest in a Master Trust. The
Plan adopted the provisions of this ASU during 2019 and the
adoption did not have a material effect on the Plan's financial
statements.
NOTE
4 - PLAN TERMINATION
Although it has not expressed any intent to do so,
the Companies have the right, under the Plan, to discontinue their
contributions at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of termination of the Plan,
participants will become 100 percent vested in their accounts.
NOTE
5 - TAX STATUS
The Internal Revenue Service has determined and
informed the Companies that the Plan is designed in accordance with
applicable sections of the Internal Revenue Code (IRC) by letter
dated March 9, 2017. The plan has been amended since
receiving the opinion letter, the prototype sponsor and the Plan
administrator believe that the Plan is designed and is currently
being operated in compliance with the applicable requirements of
the IRC. The plan administrator has analyzed the tax positions
taken by the plan, and has concluded that as of December 31, 2019,
there are no uncertain positions taken or expected to be taken that
would require recognition of a liability or disclosure in the
financial statements. The plan is subject to routine audits by
taxing jurisdictions; however, there are currently no audits for
any tax periods in progress. The Plan Administrator believes
it is no longer subject to income tax examinations for years prior
to 2016.
NOTE 6 – PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments are shares of
common/collective funds that are managed by the Trustee of the
Plan. The balance of these funds is $18,150,874 and $16,388,272
representing 50% and 52% of net assets available for benefits as of
December 31, 2019 and 2018, respectively. These managed
common/collective funds do not include the publicly traded
Federated Capital Preservations Fund as a party-in-interest fund.
The Plan also invests in the Plan Sponsor’s common and preferred
stock. At December 31, 2019 and 2018, the Plan held 117,091
and 144,438 shares of AmeriServ Financial, Inc. common stock and
15,666 and 21,154 shares of AmeriServ Financial Capital Trust
preferred stock respectively. Dividends in the amount of
$11,533 and $8,101 were received on common stock for the years
ended December 31, 2019 and 2018, respectively. In addition,
dividends in the amount of $38,827 and $46,975 were received on
preferred stock for the years ended December 31, 2019 and 2018,
respectively. These transactions qualify as related party
transactions. All other transactions which may be considered
parties-in-interest transactions relate to normal Plan management
and administrative services and related payment of administrative
expenses as discussed in Note 2.
NOTE
7 - FAIR VALUE MEASUREMENTS
The Plan
provides enhanced disclosures about assets and liabilities carried
at fair value. Disclosures follow a hierarchal framework that
prioritizes the inputs to valuation techniques used to measure fair
value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities
and lowest priority to unobservable inputs. The three levels
of the fair value hierarchy are described below:
Level I:
Inputs to the valuation methodology are unadjusted
quoted prices for identical assets or liabilities in active markets
that the Plan has the ability to access.
Level II:
Inputs to the valuation methodology include quoted
prices for similar assets or liabilities in active markets; quoted
prices for identical or similar assets or liabilities in inactive
markets; inputs other than quoted prices that are observable for
the asset or liability; inputs that are derived principally from or
corroborated by observable market data by correlation or other
means. If the asset or liability has a specified
(contractual) term, the Level II input must be observable for
substantially the full term of the asset or liability.
Level III:
Inputs to the valuation methodology are
unobservable and significant to the fair value measurement.
The asset’s
or liability’s fair value measurement level within the fair value
hierarchy is based on the lowest level of any input that is
significant to the fair value measurement. Valuation
techniques used need to maximize the use of observable inputs and
minimize the use of unobservable inputs.
The following
is a description of the valuation methodologies used for assets
measured at fair value. There have been no changes in the
methodologies used for the years ending December 31, 2019 and 2018.
Common and
preferred stocks: Valued at the closing price reported on the
active market on which the individual securities are traded.
Mutual
funds: Valued at the daily closing price as reported by the
fund. Mutual funds held by the Plan are open-end mutual funds
that are registered with the Securities and Exchange Commission.
These funds are required to publish their daily net asset
value (NAV) and to transact at that price. The mutual funds
held by the Plan are deemed to be actively traded.
Common/Collective Trusts: Valued at the NAV of shares held
by the plan at year end adjusted for any cash held for liquidity
purposes and any fees imposed by the fund. The net asset value per
unit is determined by dividing the net assets by the number of
units outstanding on the day of valuation. In accordance with the
terms of the Plan of Trust, the net asset value of the fund is
determined daily. Units are issued and redeemed daily, at the daily
net asset value. Also the net investment income and realized and
unrealized gains on investments are not distributed.
Money
Market: These
investments attempt to stabilize (NAV of its shares at $1.00) by
valuing their portfolio securities using the amortized cost method.
A market-based NAV per share is calculated on a periodic basis.
The issuers do not guarantee that the NAV will always remain
at $1.00 per share. Shares can be redeemed on a same day
basis but only directly from the issuer.
NOTE 7 - FAIR VALUE MEASUREMENTS (continued)
The methods
described above may produce a fair value calculation that may not
be indicative of net realizable value or reflective of future fair
values. Furthermore, while the Plan believes its valuation
methods are appropriate and consistent with other market
participants, the use of different methodologies or assumptions to
determine the fair value of certain financial instruments could
result in a different fair value measurement at the reporting date.
The following
tables sets forth by level, within the fair value hierarchy, the
Plan’s assets at fair value as of December 31, 2019 and 2018:
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December 31, 2019
|
Level I
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Level II
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Level III
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Total
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Assets:
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Mutual Funds
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$
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12,504,923
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$
-
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$
-
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$
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12,504,923
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Common Stock Of
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AmeriServ Financial, Inc.
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491,782
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-
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-
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491,782
|
Preferred Stock Of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AmeriServ Financial Capital Trust
|
|
|
426,106
|
|
|
-
|
|
|
-
|
|
|
426,106
|
Money Market Funds/Cash
Equivalents
|
|
|
2,359,182
|
|
|
-
|
|
|
-
|
|
|
2,359,182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets In The Fair Value
Hierarchy
|
|
|
15,781,993
|
|
|
-
|
|
|
-
|
|
|
15,781,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments Measured At Net
Asset
Value (a)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
19,427,922
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments, at fair value
|
|
$
|
15,781,993
|
|
$
|
-
|
|
$
|
-
|
|
$
|
35,209,915
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 7 – FAIR VALUE MEASUREMENTS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31, 2018
|
Level I
|
|
|
Level II
|
|
|
Level III
|
|
|
Total
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds
|
|
|
$
|
9,432,392
|
|
|
$
-
|
|
|
$
-
|
|
$
|
9,432,392
|
Common Stock Of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AmeriServ Financial, Inc.
|
|
|
582,085
|
|
|
-
|
|
|
-
|
|
|
582,085
|
Preferred Stock Of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AmeriServ Financial Capital Trust
|
|
|
644,562
|
|
|
-
|
|
|
-
|
|
|
644,562
|
Money Market Funds/Cash
Equivalents
|
|
|
1,589,574
|
|
|
-
|
|
|
-
|
|
|
1,589,574
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets In The Fair Value
Hierarchy
|
|
|
12,248,613
|
|
|
-
|
|
|
-
|
|
|
12,248,613
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments Measured At Net
Asset
Value (a)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
17,617,309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments, at fair value
|
|
$
|
12,248,613
|
|
$
|
-
|
|
$
|
-
|
|
$
|
29,865,922
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Investments that were measured at net asset
value per share (or its equivalent) have not been classified in the
fair value hierarchy. These amounts are being presented in the
tables above to permit reconciliation of the fair value hierarchy
to the amounts presented in the statement of net assets available
for benefits.
Investments measured at net asset value per share
and excluded from the fair value hierarchy include
common/collective funds in the amounts of $19,427,922 and
$17,617,309 at December 31, 2019 and 2018, respectively. The
fair value of these investments is measured using the net asset
value per share practical expedient. These investments can be
redeemed for general purposes daily and without any restrictions on
the timing of the redemption. There are no unfunded commitments
associated with these investments. The primary investment objective
of these common/collective funds is to either provide capital
appreciation and income, capital appreciation and total return or
income while minimizing principal volatility. Included in the
common/collective funds at December 31, 2019 and 2018 were
$1,277,048 and $1,229,037 respectively, of investments in the
Federated Capital Preservation Fund. Plan level initiated
redemption transactions within this fund require a twelve month
redemption notice in order to withdraw at full book value. Plan
level initiated transactions with less than a twelve month
redemption notice may incur an adjustment to book value.
NOTE
8 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial instruments are defined as cash, evidence
of ownership interest in an entity, or a contract which creates an
obligation or right to receive or deliver cash or another financial
instrument from/to a second entity on potentially favorable or
unfavorable terms. Fair value is defined as the amount at
which a financial instrument could be exchanged in a current
transaction between willing parties other than in a forced
liquidation or sale. If a quoted market price is available
for a financial instrument, the estimated fair value would be
calculated based upon the market price per trading unit of the
instrument.
Investments in mutual funds, money market funds,
annuities, notes receivable from participants, common/collective
funds, AmeriServ Financial, Inc. common stock and AmeriServ
Financial Capital Trust preferred stock, contributions receivable,
accrued interest receivable, cash and cash equivalents and excess
contributions payable would be considered financial instruments. At
December 31, 2019 and 2018, the carrying amounts of these
financial instruments approximate fair value.
NOTE 9 – RISKS AND UNCERTAINTIES
The Plan invests in various investment securities.
Investment securities are exposed to various risks such as
interest rate, market, and credit risks. Due to the level of
risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could
materially affect participants’ account balances and the amounts
reported in the Statement of Net Assets Available for Benefits.
NOTE 10–
FULLY BENEFIT-RESPONSIVE INVESTMENT CONTRACT
The plan
allows for participants to invest in individual fully
benefit-responsive investment contracts with a variety of insurance
companies. The guaranteed investment contract issuers are
contractually obligated to repay the principal and a specified
interest rate that is guaranteed to the Plan. The crediting rate is
based on a formula established by the contract issuer and generally
has a minimum and a maximum rate. The guaranteed investment
contract does not permit the insurance company to terminate the
agreement prior to the scheduled maturity date.
Management
believes that these contracts meet the fully benefit-responsive
investment contract criteria and therefore are reported at contract
value. Contract value is the relevant measure for fully
benefit-responsive investment contracts because this is the amount
received by participants if they were to initiate permitted
transactions under the terms of the Plan. Contract value represents
contributions made under the contract, plus earnings, less
participant withdrawals, and administrative expenses. Participants
may ordinarily direct the withdrawal or transfer of all or a
portion of their investment at contract value.
The Plan's
ability to receive amounts due is dependent on the issuer's ability
to meet its financial obligations. The issuer's ability to meet its
contractual obligations may be affected by future economic and
regulatory developments.
Certain
events might limit the ability of the Plan to transact at contract
value with the issuer. Such events include (1) amendments to the
Plan documents (including complete or partial Plan termination or
merger with another plan), (2) changes to the Plan's prohibition on
competing investment options or deletion of equity wash provisions,
(3) bankruptcy of the Plan sponsor or other Plan sponsor events
(for example, divestitures or spin-offs of a subsidiary) that cause
a significant withdrawal from the Plan, (4) the failure of the
trust to qualify
NOTE 10 – FULLY BENEFIT-RESPONSIVE INVESTMENT
CONTRACT (continued)
for exemption
from federal income taxes or any required prohibited transaction
exemption under ERISA, or (5) premature termination of the
contract. No events are probable of occurring that might limit the
ability of the Plan to transact at contract value with the contract
issuers and that also would limit the ability of the plan to
transact at contract value with the participants.
In addition,
certain events allow the issuer to terminate the contract with the
Plan and settle at an amount different from contract value. Such
events include (1) an uncured violation of the Plan's investment
guidelines, (2) a breach of material obligation under the contract,
(3) a material misrepresentation, (4) a material amendment to the
agreement without the consent of the issuer.
NOTE 11 –
SUBSEQUENT EVENTS
On March 11,
2020, the World Health Organization declared the outbreak of
COVID-19 as a pandemic. The rapidly developing pandemic has
generated significant uncertainty in the global economy and
volatility in financial markets. The COVID-19 pandemic has affected
and may continue to affect the market price of AmeriServ Financial
Inc. common stock and other Plan assets. Due to the ongoing
economic uncertainty and volatility caused by COVID-19, the
resulting financial impact to the Plan cannot be reasonably
estimated.
Following
this declaration, the U.S. Federal government passed the
“Coronavirus Aid, Relief, and Economic Security (CARES) Act” on
March 27, 2020. The CARES Act allows eligible plan participants to
request penalty-free distributions of up to $100,000 before
December 31, 2020 for qualifying reasons associated with the
COVID-19 pandemic, permits increasing the limit for plan loans,
permits suspension of loan payments due for up to one year, and
permits individuals to stop receiving 2020 required minimum
distributions. The Plan has implemented these changes.
|
|
|
|
|
|
|
| |
AMERISERV
FINANCIAL 401(k) PROFIT SHARING PLAN
|
SCHEDULE H,
LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
|
EMPLOYER
IDENTIFICATION NUMBER 25-0851535
|
PLAN NUMBER –
002
|
DECEMBER 31,
2019
|
|
|
|
|
|
|
|
(a)
|
(b) Identity of issue, borrower, lessor,
|
(c) Description of investment
|
|
(d) Cost
|
|
(e) Current
|
|
or similar party
|
including
maturity date,
|
|
|
|
Value
|
|
|
rate of
interest, collateral,
|
|
|
|
|
|
|
|
par or maturity
value
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
*
|
AmeriServ Financial, Inc.
|
AmeriServ Financial, Inc.
|
|
N/R
|
$
|
491,782
|
|
|
|
|
|
|
|
|
Total Common Stock
|
|
|
|
|
491,782
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
|
|
|
|
*
|
AmeriServ Financial, Inc.
|
AmeriServ Financial Capital Trust
|
N/R
|
|
426,106
|
|
|
|
|
|
|
|
|
Total Preferred Stock
|
|
|
|
|
426,106
|
|
|
|
|
|
|
|
|
Mutual Funds
|
|
|
|
Oppenheimer
|
Int. Small Mid
|
|
N/R
|
|
259,259
|
|
Calvert
|
Calvert Social
Equity
|
|
N/R
|
|
210,513
|
|
Blackrock
|
Blackrock Mid cap
|
|
N/R
|
|
80,101
|
|
Dodge & Cox
|
Balanced Fund
|
|
N/R
|
|
167,152
|
|
Federated
|
Inst’l High-Yield Bond
Fd
|
|
N/R
|
|
48,462
|
|
Fidelity
|
Intl Small Cap Opp
Fd
|
|
N/R
|
|
239
|
|
Fidelity
|
Sel Softward & Comp
#28
|
|
N/R
|
|
557,733
|
|
Fidelity
|
Low-Priced Stock
Fund
|
|
N/R
|
|
580,054
|
|
Fidelity
|
Add Growth- Oppz
|
|
N/R
|
|
383,923
|
|
John Hancock III
|
Disc Value Mid Cap
|
|
N/R
|
|
60,533
|
|
Loomis Sayles
|
Bond Fund
|
|
N/R
|
|
59,551
|
|
Natixis Loomis
Sayles
|
Limited Term
|
|
N/R
|
|
166,065
|
|
Oakmark
|
Investor Fund
|
|
N/R
|
|
492,768
|
|
Oakmark
|
International Fund
|
|
N/R
|
|
163,915
|
|
Oppenheimer
|
Global Opp - I
|
|
N/R
|
|
171,523
|
|
Pimco
|
GNMA Fund – Inst
|
|
N/R
|
|
72,564
|
|
Pimco
|
Income Instl Fd
#1821
|
|
N/R
|
|
113,861
|
|
Pimco
|
Total Return Fund
#35
|
|
N/R
|
|
116,507
|
|
Primecap
|
Odyssey Aggr Grwth
Fd
|
|
N/R
|
|
1,313,770
|
|
T. Rowe Price
|
Capital
Appreciation
|
|
N/R
|
|
2,049,284
|
|
T. Rowe Price
|
Financial Services
|
|
N/R
|
|
133,965
|
|
T. Rowe Price
|
Health Sciences Fd
#114
|
|
N/R
|
|
832,188
|
|
T. Rowe Price
|
Retire 2020
|
|
N/R
|
|
62,220
|
|
T. Rowe Price
|
Retire 2030
|
|
N/R
|
|
123,999
|
|
T. Rowe Price
|
Retire 2035
|
|
N/R
|
|
248,663
|
|
T. Rowe Price
|
Retire 2040
|
|
N/R
|
|
158,685
|
|
T. Rowe Price
|
Retire 2045
|
|
N/R
|
|
64,776
|
|
|
|
|
|
|
|
|
| |
SCHEDULE H,
LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
|
EMPLOYER
IDENTIFICATION NUMBER 25-0851535
|
PLAN NUMBER –
002
|
DECEMBER 31,
2019 (continued)
|
|
|
|
|
|
|
|
(a)
|
(b) Identity of issue, borrower, lessor,
|
(c) Description of investment
|
|
(d) Cost
|
|
(e) Current
|
|
or
similar party
|
including
maturity date,
|
|
|
|
Value
|
|
|
rate of
interest, collateral,
|
|
|
|
|
|
|
|
par or maturity
value
|
|
|
|
|
|
|
|
|
|
|
|
|
T. Rowe Price
|
Retire 2050
|
|
N/R
|
|
21,384
|
|
T. Rowe Price
|
Retire 2055
|
|
N/R
|
|
2,935
|
|
T. Rowe Price
|
Retire 2060
|
|
N/R
|
|
15,646
|
|
T. Rowe Price
|
Intl Discovery - I
|
|
N/R
|
|
8,972
|
|
TIAA Cref
|
Real Estate Securities
Fd
|
|
N/R
|
|
115,770
|
|
Vanguard
|
Equity Income
|
|
N/R
|
|
352,998
|
|
Vanguard
|
Small Cap Index-Sig
|
|
N/R
|
|
108,386
|
|
Vanguard
|
Institutional Index
|
|
N/R
|
|
2,576,124
|
|
Vanguard
|
Mid Cap
|
|
N/R
|
|
123,279
|
|
Vanguard
|
Total Bond Market
Index
|
|
N/R
|
|
86,741
|
|
Vanguard
|
Emerging Markets
Index
|
|
N/R
|
|
59,576
|
|
Virtus Kar
|
Sm Cap Growth
|
|
N/R
|
|
340,839
|
|
|
|
|
|
|
|
Total Mutual Funds
|
|
|
|
|
12,504,923
|
|
|
|
|
|
|
|
|
Common / Collective Funds
|
|
|
|
|
|
*
|
Pathroad Tactical Balance Growth &
Income
|
|
N/R
|
|
6,849,052
|
*
|
Pathroad Tactical Capital Appreciation &
Income
|
|
N/R
|
|
6,196,720
|
*
|
Pathroad Conservative Fixed Income
|
|
N/R
|
|
95,383
|
*
|
Pathroad Tactical Conservative Growth &
Income
|
|
N/R
|
|
1,320,706
|
*
|
Pathroad Tactical Intermediate-Term Fixed
Income
|
|
N/R
|
|
179,685
|
*
|
Pathroad Tactical Long-Term Equity
|
|
N/R
|
|
2,766,927
|
*
|
Pathroad Strategic Balanced Growth &
Income
|
|
N/R
|
|
70,209
|
*
|
Pathroad Strategic Conservative Growth &
Income
|
|
N/R
|
|
553,427
|
*
|
Pathroad Strategic Capital Appreciation &
Income
|
|
N/R
|
|
4,515
|
*
|
Pathroad Strategic Long-Term Equity
|
|
N/R
|
|
114,250
|
|
Federated Capital Preservation
|
|
N/R
|
|
1,277,048
|
|
|
|
|
|
|
|
|
Total
Common/Collective Funds
|
|
|
|
19,427,922
|
|
|
|
|
|
|
|
|
Money Market Funds
|
|
|
|
|
|
Goldman Sachs Financial Square Gov’t Fund
|
|
N/R
|
|
1,886,880
|
|
Goldman Sachs Financial Treasury
Obligations
|
|
N/R
|
|
472,302
|
|
|
|
|
|
|
|
|
Total Money Market
Funds
|
|
|
2,359,182
|
|
Annuity Insurance Contracts
|
N/R
|
|
800,371
|
|
|
|
|
*
Participant Loans
|
|
|
-
|
|
565,829
|
|
|
Interest rates ranging from
2.41% to 7.25%
Maturity dates ranging from
3/16/20 to 12/31/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
* Party-in-Interest
|
|
|
$
36,576,115
|
|
|
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Trustees of the AmeriServ Financial
401(k) Profit Sharing Plan have duly caused this annual report to
be signed on its behalf by the undersigned thereunto duly
authorized.
Dated: June 26, 2020
Ameriserv Financial 401(k) Profit Sharing Plan
AmeriServ
Trust and Financial Services Company, as Trustee
By
/s/ Kathleen Wallace
Kathleen Wallace, Senior Vice President
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Trustees of
AmeriServ Financial 401(k) Profit Sharing Plan
Johnstown, Pennsylvania
We consent to the incorporation by reference in the
Registration Statement Nos. 333-67600 and 333-176869 on Forms S-8
of AmeriServ Financial, Inc. of our report dated June 26, 2020,
relating to our audits of the financial statements and supplemental
schedule, which appears in this Annual Report on Form 11-K of the
AmeriServ Financial 401(k) Profit Sharing Plan for the year ended
December 31, 2019.
/s/ S.R. Snodgrass, P.C.
Cranberry
Township, Pennsylvania
June 26, 2020