grepcent / static financial knowledge base

UNIVEST FINANCIAL Corp (UVSP)

CIK: 0000102212. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-02-23.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=102212. Latest filing source: 0000102212-26-000012.

Informational only - descriptive public-record data, not investment advice.

Business

Read UVSP's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read UVSP's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue328,056,000USD20252026-02-23
Net income90,757,000USD20252026-02-23
Assets8,436,897,000USD20252026-02-23

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-23. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000102212.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue296,182,000296,821,000299,225,000328,056,000
Net income19,505,00044,094,00050,543,00065,719,00046,916,00091,801,00078,120,00071,104,00075,931,00090,757,000
Diluted EPS0.841.641.722.241.603.112.642.412.583.13
Operating cash flow33,306,00068,660,00086,006,00073,148,00051,179,000102,337,000109,455,00089,741,00075,106,000101,512,000
Capital expenditures12,644,0003,961,0004,288,0003,856,0003,753,0005,878,0005,221,0006,724,0003,104,0004,585,000
Dividends paid17,024,00021,299,00023,495,00023,435,00017,536,00023,575,00024,607,00025,050,00024,842,00025,334,000
Share buybacks8,359,0003,519,0005,984,0002,045,0004,382,000295,00011,381,000462,00018,882,00034,625,000
Assets4,230,528,0004,554,862,0004,984,347,0005,380,924,0006,336,496,0007,122,421,0007,222,016,0007,780,628,0008,128,417,0008,436,897,000
Liabilities3,725,319,0003,951,488,0004,360,214,0004,705,802,0005,644,024,0006,348,627,0006,445,516,0006,941,420,0007,241,116,0007,493,579,000
Stockholders' equity505,209,000603,374,000624,133,000675,122,000692,472,000773,794,000776,500,000839,208,000887,301,000943,318,000
Free cash flow20,662,00064,699,00081,718,00069,292,00047,426,00096,459,000104,234,00083,017,00072,002,00096,927,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2016201720182019202020212022202320242025
Net margin26.38%23.96%25.38%27.67%
Return on equity3.86%7.31%8.10%9.73%6.78%11.86%10.06%8.47%8.56%9.62%
Return on assets0.46%0.97%1.01%1.22%0.74%1.29%1.08%0.91%0.93%1.08%
Liabilities / equity7.376.556.996.978.158.208.308.278.167.94

Industry Peer Context

Each number-line places UVSP against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

UVSP Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.UVSP Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -52.5%Median 21.9%Max 46.5%UVSP 27.7%

ROE peer context

UVSP ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.UVSP ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -22.0%Median 9.6%Max 17.5%UVSP 9.6%

ROA peer context

UVSP ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.UVSP ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -2.3%Median 1.1%Max 2.5%UVSP 1.1%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

UVSP FY2025 free cash flow bridge from reported figures.UVSP FY2025 free cash flow bridge from reported figures.UVSP free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$125.0M$250.0M$101.5MOperating cash flow-$4.6MCapex$96.9MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0000102212-26-000012; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0000102212-26-000012; concept PaymentsToAcquireProductiveAssets; source concepts us-gaap:PaymentsToAcquireProductiveAssets | Free cash flow: accession 0000102212-26-000012; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets

Financial Charts

UVSP revenue, last 4 periods. Source: SEC companyfacts FY2025.UVSP revenue, last 4 periods. Source: SEC companyfacts FY2025.UVSP RevenueLatest point: FY2025 = $328.1MSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$250.0M$500.0M$296.2MFY2022$296.8MFY2023$299.2MFY2024$328.1MFY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000102212-26-000012; filed 2026-02-23. Concept: Revenues. Source concepts: us-gaap:Revenues.

UVSP net income, last 5 periods. Source: SEC companyfacts FY2025.UVSP net income, last 5 periods. Source: SEC companyfacts FY2025.UVSP Net incomeLatest point: FY2025 = $90.8MSource: SEC companyfacts FY2025.Fiscal yearNet income$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000102212-26-000012; filed 2026-02-23. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

UVSP diluted eps, last 5 periods. Source: SEC companyfacts FY2025.UVSP diluted eps, last 5 periods. Source: SEC companyfacts FY2025.UVSP Diluted EPSLatest point: FY2025 = $3.13/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)$0.00/share$2.00/share$4.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000102212-26-000012; filed 2026-02-23. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

UVSP operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.UVSP operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.UVSP Operating cash flowLatest point: FY2025 = $101.5MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000102212-26-000012; filed 2026-02-23. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

UVSP capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.UVSP capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.UVSP Capital expendituresLatest point: FY2025 = $4.6MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000102212-26-000012; filed 2026-02-23. Concept: PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:PaymentsToAcquireProductiveAssets.

UVSP dividends paid, last 5 periods. Source: SEC companyfacts FY2025.UVSP dividends paid, last 5 periods. Source: SEC companyfacts FY2025.UVSP Dividends paidLatest point: FY2025 = $25.3MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000102212-26-000012; filed 2026-02-23. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.

UVSP share buybacks, last 5 periods. Source: SEC companyfacts FY2025.UVSP share buybacks, last 5 periods. Source: SEC companyfacts FY2025.UVSP Share buybacksLatest point: FY2025 = $34.6MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000102212-26-000012; filed 2026-02-23. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

UVSP assets, last 5 periods. Source: SEC companyfacts FY2025.UVSP assets, last 5 periods. Source: SEC companyfacts FY2025.UVSP AssetsLatest point: FY2025 = $8.4BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$5.0B$10.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000102212-26-000012; filed 2026-02-23. Concept: Assets. Source concepts: us-gaap:Assets.

UVSP liabilities, last 5 periods. Source: SEC companyfacts FY2025.UVSP liabilities, last 5 periods. Source: SEC companyfacts FY2025.UVSP LiabilitiesLatest point: FY2025 = $7.5BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$4.0B$8.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000102212-26-000012; filed 2026-02-23. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

UVSP stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.UVSP stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.UVSP Stockholders' equityLatest point: FY2025 = $943.3MSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$500.0M$1.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000102212-26-000012; filed 2026-02-23. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

UVSP free cash flow, last 5 periods. Source: SEC companyfacts FY2025.UVSP free cash flow, last 5 periods. Source: SEC companyfacts FY2025.UVSP Free cash flowLatest point: FY2025 = $96.9MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000102212-26-000012; filed 2026-02-23. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-07-28. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000102212.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2020-Q42020-12-310.00derived Q4 = FY annual - nine-month YTD
2021-Q12021-03-310.00reported discrete quarter
2021-Q22021-06-300.00reported discrete quarter
2021-Q32021-09-300.00reported discrete quarter
2021-Q42021-12-310.00derived Q4 = FY annual - nine-month YTD
2022-Q12022-03-310.00reported discrete quarter
2022-Q32022-09-300.71reported discrete quarter
2023-Q12023-03-310.71reported discrete quarter
2023-Q22023-06-300.57reported discrete quarter
2023-Q32023-09-3017,016,0000.58reported discrete quarter
2023-Q42023-12-3116,254,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-3120,305,0000.69reported discrete quarter
2024-Q22024-06-3018,107,0000.62reported discrete quarter
2024-Q32024-09-3018,578,0000.63reported discrete quarter
2024-Q42024-12-3118,941,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-3179,196,00022,395,0000.77reported discrete quarter
2025-Q22025-06-3081,042,00019,978,0000.69reported discrete quarter
2025-Q32025-09-3083,247,00025,639,0000.89reported discrete quarter
2025-Q42025-12-3184,571,00022,745,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-3187,453,00027,092,0000.96reported discrete quarter
2026-Q22026-06-3084,354,00022,953,0000.82reported discrete quarter

Quarterly Charts

UVSP quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q2.UVSP quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q2.UVSP Quarterly RevenueLatest point: 2026-Q2 = $84.4MSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Revenue$0.0B$125.0M$250.0M2020-Q42021-Q12021-Q22021-Q32021-Q42022-Q12025-Q12025-Q22025-Q32025-Q42026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0000102212-26-000037; filed 2026-07-28. Concept: Revenues. Source concepts: us-gaap:Revenues.

UVSP quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q2.UVSP quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q2.UVSP Quarterly Net incomeLatest point: 2026-Q2 = $23.0MSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Net income$0.0B$125.0M$250.0M2023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0000102212-26-000037; filed 2026-07-28. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

UVSP quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q2.UVSP quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q2.UVSP Quarterly Diluted EPSLatest point: 2026-Q2 = $0.82/shareSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Diluted EPS (USD/share)$0.00/share$0.75/share$1.50/share2022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0000102212-26-000037; filed 2026-07-28. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0000102212-26-000037.

Extracted from Part I Item 2 to the first post-MD&A boundary after HTML sanitization. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-07-28. Report date: 2026-06-30.

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

(All dollar amounts presented in tables are in thousands, except per share data. “BP” equates to “basis points”; "N/M" equates to “not meaningful”; “—” equates to “zero” or “doesn’t round to a reportable number”; and “N/A” equates to “not applicable.” Certain prior period amounts have been reclassified to conform to the current-year presentation.)

Forward-Looking Statements

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used or incorporated by reference in disclosure documents, the words "may," "will," "could," "should," "would," "believe," "anticipate," "plan," "estimate," "expect," "project," "target," and "goal," the negative of these terms and other similar expressions are intended to identify forward-looking statements, but are not the exclusive way to identify such statements. These forward-looking statements may include but are not limited to: statements of goals, intentions and expectations; statements regarding business plans, prospects, growth and operating strategies; statements regarding the quality, growth and composition of loan, investment and deposit portfolios; statements regarding our financial performance, financial condition and liquidity; and estimates of our risks and future credit provision and noninterest expenses. These forward-looking statements are based on our current beliefs and expectations and are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to certain risks, uncertainties and assumptions with respect to future business strategies and decisions that are subject to change, including but not limited to those set forth below:

•Operating, legal and regulatory risks;

•Economic, political and competitive forces;

•General economic conditions, either nationally or in our market areas, which are worse than expected, including as a result of employment levels and labor shortages, and the effect of a potential recession or slowed economic growth caused by supply chain disruptions or otherwise;

•Legislative, regulatory and accounting changes, including increased assessments by the Federal Deposit Insurance Corporation and changes in income tax laws and regulations;

•Monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System;

•Demand for our financial products and services in our market area;

•Major catastrophes such as earthquakes, floods or other natural or human disasters and infectious disease outbreaks, the related disruption to local, regional and global economic activity and financial markets, and the impact that any of the foregoing may have on us and our customers and other constituencies;

•Inflation or volatility in interest rates that reduce our margins and yields, the fair value of financial instruments or our level of loan originations or prepayments on loans we have made and make or the sale of loans or other assets and/or lead to higher operating costs and higher costs to retain or attract deposits;

•The imposition of tariffs or other domestic or international governmental policies, trade restrictions and any retaliatory measures impacting our borrowers and the broader economy;

•The impact of a potential federal government shutdown, debt ceiling impasses or fiscal uncertainty;

•Fluctuations in real estate values in our market area;

•A failure to maintain adequate levels of capital and liquidity to support our operations;

•The availability of capital;

•The composition and credit quality of our loan and investment portfolios;

•Changes in the level and direction of loan delinquencies, classified and criticized loans and charge-offs and changes in estimates of the adequacy of the allowance for credit losses;

•Changes in the economic assumptions or methodology utilized to calculate the allowance for credit losses;

•Our ability to access cost-effective funding;

•Changes in liquidity, including the size and composition of our deposit portfolio and the percentage of uninsured deposits in the portfolio;

•Our ability to implement our business strategies;

•Our ability to manage market risk, credit risk, interest rate risk and operational risk and the effectiveness of our risk management processes and procedures;

•Timing and amount of revenue and expenditures;

•Adverse changes in the securities markets;

•The impact of any military conflict, terrorist act or other geopolitical acts;

•Our ability to enter new markets successfully and capitalize on growth opportunities;

•Competition for loans, deposits and employees;

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•Risks associated with cybersecurity threats, data breaches, ransomware attacks, or other failures in our operational or security systems and infrastructure, including the risks arising from our dependence on third-party service providers and vendors;

•The failure to maintain current technologies and/or to successfully implement future information technology enhancements;

•Changes in investor sentiment or consumer spending, borrowing or savings behavior;

•Our ability to attract, develop and retain key employees;

•Other risks and uncertainties, including those occurring in the U.S. and international financial systems; and

•The risk that our analysis of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected or projected. These and other risk factors are more fully described in this report and in the Univest Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2025 under the section entitled "Item 1A - Risk Factors," and from time to time in other filings made by the Corporation with the SEC.

These forward-looking statements speak only as of the date of the report. The Corporation expressly disclaims any obligation to publicly release any updates or revisions to reflect any change in the Corporation’s expectations with regard to any change in events, conditions or circumstances on which any such statement is based, unless otherwise required by law.

Critical Accounting Policies

In order to prepare the Corporation’s financial statements in conformity with U.S. generally accepted accounting principles, management is required to make estimates and assumptions that affect the amounts reported in the Corporation’s financial statements. There are uncertainties inherent in making these estimates and assumptions. Certain critical accounting policies could materially affect the results of operations and financial condition of the Corporation should changes in circumstances require a change in related estimates or assumptions. The Corporation has identified the fair value measurement of investment securities available-for-sale and the calculation of the allowance for credit losses on loans and leases as critical accounting policies. For more information on these critical accounting policies, please refer to the Corporation’s 2025 Annual Report on Form 10-K.

General

The Corporation is a Pennsylvania corporation, organized in 1973, and registered as a bank holding company pursuant to the Bank Holding Company Act of 1956. The Corporation owns all of the capital stock of Univest Bank and Trust Co. and is the sole member of 1876 Double Eagle, LLC. The condensed consolidated financial statements include the accounts of the Corporation and its wholly owned subsidiaries, the Bank and 1876 Double Eagle, LLC.

The Bank is engaged in domestic banking services for individuals, businesses, municipalities and non-profit organizations. Through its wholly owned subsidiaries, the Bank provides a variety of financial services throughout its markets of operation. The Bank is the parent company of Girard Investment Services, LLC, a full-service registered introducing broker-dealer and a licensed insurance agency, Girard Advisory Services, LLC, a registered investment advisory firm, and Girard Pension Services, LLC, a registered investment advisor, which provides investment consulting and management services to municipal entities. The Bank is also the parent company of Univest Insurance, LLC, an independent insurance agency, and Univest Capital, Inc., an equipment financing business.

The Corporation earns revenues primarily from the margins and fees generated from lending and depository services as well as fee-based income from trust, insurance, mortgage banking, treasury management and investment services. The Corporation seeks to achieve adequate and reliable earnings through business growth while maintaining adequate levels of capital and liquidity and limiting exposure to credit and interest rate risk.

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Executive Overview

The Corporation’s consolidated net income, earnings per share and return on average assets and average equity were as follows:

Three Months EndedSix Months Ended
June 30,ChangeJune 30,Change
(Dollars in thousands, except per share data)20262025AmountPercent20262025AmountPercent
Net income$22,953$19,978$2,97514.9%$50,045$42,373$7,67218.1%
Net income per share:
Basic$0.83$0.69$0.1420.3$1.79$1.46$0.3322.6
Diluted0.820.690.1318.81.781.450.3322.8
Return on average assets1.13%1.00%13 BP13.01.23%1.07%16 BP15.0
Return on average equity9.67%8.82%85 BP9.610.62%9.47%115 BP12.1

The financial results for the three months ended June 30, 2026 included a pre-tax charge of $5.2 million ($4.1 million after-tax), or $0.15 diluted earnings per share, related to a valuation adjustment on an other real estate owned (OREO) property. The adjustment was recorded based on an updated appraisal which reflects the property's estimated fair value less costs to sell. The property was initially transferred to OREO during the three months ended June 30, 2022 and was listed for sale during the quarter ended June 30, 2025. The financial results for the three months ended June 30, 2026 also included tax-free bank owned life insurance (BOLI) death benefit proceeds of $708 thousand, which represented $0.03 diluted earnings per share.

The financial results for the six months ended June 30, 2026 included tax-free BOLI death benefit proceeds of $1.1 million, which represented $0.04 diluted earnings per share. In addition, the financial results for the six months ended June 30, 2026 included a $427 thousand restructuring charge ($337 thousand after-tax), or $0.01 diluted earnings per share, related to the planned closure of two underutilized facilities: a financial center and a limited purpose banking office. The financial results for the six months ended June 30, 2025 included tax-free BOLI death benefit proceeds of $1.1 million, which represented $0.04 diluted earnings per share.

Results of Operations

Net Interest Income

Net interest income is the difference between interest earned primarily on loans, leases and investment securities and interest paid on deposits, borrowings, long-term debt and subordinated notes. Net interest income is the principal source o

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-02-23. Report date: 2025-12-31.

Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations

(All dollar amounts presented in tables are in thousands, except per share data. "BP" equates to "basis points"; "N/M" equates to "not meaningful"; "—" equates to "zero" or "doesn't round to a reportable number"; and "N/A" equates to "not applicable." Certain prior period amounts have been reclassified to conform to the current-year presentation.)

The information contained in this report may contain forward-looking statements, including statements relating to the Corporation and its financial condition and results of operations that involve certain risks, uncertainties and assumptions. The Corporation's actual results may differ materially from those anticipated, expected or projected as discussed in forward-looking statements. A discussion of forward-looking statements and factors that might cause such a difference includes those discussed in Part I, "Forward-Looking Statements," Item 1A. "Risk Factors," as well as those within this Management's Discussion and Analysis ("MD&A") of Financial Condition and Results of Operations and elsewhere in this report.

Critical Accounting Policies

The discussion below outlines the Corporation's critical accounting policies. For further information regarding accounting policies, refer to Note 1, "Summary of Significant Accounting Policies" included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K.

In order to prepare the Corporation's financial statements in conformity with U.S. generally accepted accounting principles, management is required to make estimates and assumptions that affect the amounts reported in the Corporation's financial statements. There are uncertainties inherent in making these estimates and assumptions. Certain critical accounting policies could materially affect the results of operations and financial condition of the Corporation should changes in circumstances require a change in related estimates or assumptions. The Corporation has identified the fair value measurement of investment securities available-for-sale and the calculation of the allowance for credit losses on loans and leases as critical accounting policies.

Fair Value Measurement of Investment Securities Available-for-Sale: The Corporation designates its investment securities as held-to-maturity, available-for-sale or trading. Each of these designations affords different treatment on the balance sheet and statement of income for market value changes affecting securities. Should evidence emerge that indicates that management's intent or ability to manage the securities as originally asserted is not supportable, securities with the held-to-maturity or available-for-sale designations may be re-categorized, which may result in adjustments to either the balance sheet or statement of income.

Fair values for securities are determined using independent pricing services and market-participating brokers. The independent pricing service utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information for structured securities, cash flows and, when available, loan performance data. Because many fixed income securities do not trade on a daily basis, the pricing service's evaluated pricing applications apply information as applicable through processes, such as benchmarking of like securities, sector groupings, and matrix pricing, to prepare evaluations. If at any time, the pricing service determines that it does not have sufficient verifiable information to value a particular security, the Corporation will utilize valuations from another pricing service. Management has a sufficient understanding of the third-party service's valuation models, assumptions and inputs used in determining the fair value of securities to enable management to maintain an appropriate system of internal control.

Allowance for Credit Losses on Loan and Leases: The Allowance for Credit Losses ("ACL") on loans and leases uses techniques that estimate losses on pools of loans and leases that share similar risk characteristics and specifically identify losses on individual loans and leases that do not share similar risk characteristics with others. The adequacy of these allowances is sensitive to changes in current and forecasted economic conditions that may affect the ability of borrowers to make contractual payments as well as the value of the collateral securing such payments. Management utilizes a discounted cash flow ("DCF") model to calculate the present value of the expected cash flows for pools of loans and leases that share similar risk characteristics and compares the results of this calculation to the amortized cost basis to determine its allowance for credit loss balance. The key assumptions used in the model are (1) probability of default, (2) loss given default, (3) prepayment and curtailment rates, (4) recovery delay (5) reasonable and supportable economic forecasts, (6) forecast reversion period, (7) expected recoveries on charged-off loans, and (8) discount rate. Although management believes it uses the best information available to establish the ACL, future adjustments to the ACL may be necessary and the Corporation’s results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. While management believes it has established the ACL in conformity with U.S. GAAP, our regulators, in reviewing the loan portfolio, may request us to increase our ACL based on judgments different from ours. In addition, because future events affecting

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borrowers and collateral cannot be predicted without uncertainty, the existing ACL may not be adequate or increases may be necessary should the quality of any loans or leases deteriorate or if there are changes to the assumptions noted above. Any material increase in the ACL would adversely affect the Corporation’s financial condition and results of operations.

The following table indicates the economic factors utilized in the Corporation's CECL model.

Economic Factors

At December 31, 2025At December 31, 2024Description of Economic Factors
Prepayment rates11.27%11.58%Average total portfolio rate
Curtailment rates27.93%28.21%Average total portfolio rate
Recovery delay30 months31 monthsAverage across all pools
Economic forecastMoody's downside S2 weighted 42.5%, Baseline weighted 57.5%Moody's downside S2 weighted 60%, Baseline weighted 40%Moody's US Macro Forecast Narratives for December 2025 & 2024
Unemployment rates5.48%5.42%Average of 4 quarter forecast period
GDP rates1.21%1.12%Average of 4 quarter forecast period
House price index(1.90)%(1.62)%Average of 4 quarter forecast period

Sensitivity Analysis

The below table indicates the impact to the allowance for credit losses on loans and leases if the factors described below were adjusted in the Corporation's CECL model.

Increase (Decrease) ($)Adjustment Factor
Prepayment rates+/- 2,000If rates were adjusted across all pools by +/-100 basis points
Curtailment rates+/- 460If rates were adjusted across all pools by +/- 100 basis points
Recovery delay+/- 3,600If recovery delays were adjusted by +/- 3 months across all pools
Economic forecast(19,000)If Baseline forecasts were used instead of the weighted Downside/Baseline scenarios
Economic forecast28,100If S2 Downside forecasts were used instead of the weighted Downside/Baseline scenarios
Economic forecast52,000If S3 Downside forecasts were used instead of the weighted Downside/Baseline scenarios
Unemployment rates20,900If rates were increased across all pools by 100 basis points
Unemployment rates(18,600)If rates were decreased across all pools by 100 basis points
GDP rates+/- 2,200If the GDP forecast inputs were adjusted by +/- 100 basis points
House price index+/- 50If the HPI forecast inputs were adjusted by +/- 100 basis points
Reversion period650If the reversion period was increased by 2 quarters across all pools
Reversion period(775)If the reversion period was decreased by 2 quarters across all pools

Readers of the Corporation’s financial statements should be aware that the estimates and assumptions used in the Corporation’s current financial statements may need to be updated in future financial presentations for changes in circumstances, business or economic conditions in order to fairly represent the condition of the Corporation at that time.

General

The Corporation earns revenues primarily from the margins and fees generated from lending and depository services as well as fee-based income from trust, insurance, mortgage banking, treasury management and investment services. The Corporation seeks to achieve adequate and reliable earnings through business growth while maintaining adequate levels of capital and liquidity and limiting exposure to credit and interest rate risk.

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Selected Financial Data

As of or For the Years Ended December 31,
(Dollars in thousands, except per share data)20252024202320222021
Results of Operations
Interest income$430,486$412,355$371,730$252,193$209,731
Interest expense190,291201,185151,73333,89621,348
Net interest income240,195211,170219,997218,297188,383
Provision (reversal of provision) for credit losses11,6675,93310,77012,198(10,132)
Net interest income after provision for credit losses228,528205,237209,227206,099198,515
Noninterest income87,86188,05576,82477,88583,224
Noninterest expense203,039197,992197,362186,774167,409
Net income before income taxes113,35095,30088,68997,210114,330
Income taxes22,59319,36917,58519,09022,529
Net income$90,757$75,931$71,104$78,120$91,801
Financial Condition at Year End
Cash and cash equivalents$553,712$328,844$249,799$152,799$890,150
Investment securities, net of allowance for credit losses496,289493,978500,623507,562496,989
Net loans and leases held for investment6,826,6396,739,4926,481,8276,044,2265,238,093
Assets8,436,8978,128,4177,780,6287,222,0167,122,421
Deposits7,087,3136,759,2596,375,7815,913,5266,055,124
Borrowings323,278385,442465,067440,401213,980
Shareholders' equity943,318887,301839,208776,500773,794
Per Common Share Data
Average shares outstanding (in thousands)28,73529,21529,43329,39329,403
Earnings per share – basic$3.16$2.60$2.42$2.66$3.12
Earnings per share – diluted3.132.582.412.643.11
Dividends declared per share0.870.840.840.830.80
Book value (at year-end)33.5030.5528.4426.5326.23
Dividends declared to net income27.6%32.3%34.8%31.2%25.6%
Profitability Ratios
Return on average assets1.11%0.96%0.94%1.12%1.38%
Return on average equity9.908.858.8310.1312.50
Average equity to average assets11.2110.8610.6611.0911.04
Efficiency ratio61.365.766.062.460.9
Asset Quality Ratios
Nonaccrual loans and leases to loans and leases held for investment0.20%0.19%0.31%0.22%0.63%
Nonperforming loans and leases to loans and leases held for investment (1)0.200.190.320.230.63
Nonperforming assets to total assets (1)0.450.410.520.460.48
Net charge-offs to average loans and leases outstanding0.160.060.080.07
Allowance for credit losses, loans and leases to total loans and leases held for investment1.281.281.301.291.35
Allowance for credit losses, loans and leases to nonaccrual loans and leases641.53687.54415.97591.66216.57
Allowance for credit losses, loans and leases to nonperforming loans and leases (1)637.40670.55405.43555.27213.37
(1) The Corporation adopted ASU 2022-02 "Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures" effective January 1, 2023, which eliminated the category of troubled debt restructurings. Ratios at December 31, 2022 and 2021 were restated to exclude troubled debt restructured loans from nonperforming loans and nonperforming assets.

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Executive Overview

The Corporation's consolidated net income, earnings per share and return on average assets and average equity were as follows:

For the Years Ended December 31,Amount of ChangePercent Change
(Dollars in thousands, except per share data)2025202420232025 to 20242024 to 20232025 to 20242024 to 2023
Net income$90,757$75,931$71,104$14,826$4,82719.5%6.8%
Net income per share:
Basic$3.16$2.60$2.42$0.56$0.1821.57.4
Diluted3.132.582.410.550.1721.37.1
Return on average assets1.11%0.96%0.94%15 BP2 BP15.62.1
Return on average equity9.90%8.85%8.83%105 BP2 BP11.90.2

2025 Overview

The Corporation reported net income of $90.8 million, or $3.13 diluted earnings per share, for 2025 compared to net income of $75.9 million, or $2.58 diluted earnings per share, for 2024.

The financial results for the year ended December 31, 2025 included bank owned life insurance ("BOLI") death benefit claims of $2.1 million, or $0.07 diluted earnings per share.

2024 Overview

The Corporation reported net income of $75.9 million, or $2.58 diluted earnings per share, for 2024 compared to net income of $71.1 million, or $2.41 diluted earnings per share, for 2023.

The financial results for the year ended December 31, 2024 included a $3.4 million net gain ($2.7 million after-tax), or $0.09 diluted earnings per share, generated from the sale of mortgage servicing rights associated with $591.1 million of serviced loans. Additionally, the financial results for the year ended December 31, 2024 included bank owned life insurance ("BOLI") death benefit claims of $241 thousand, or $0.01 diluted earnings per share.

Results of Operations

Net Interest Income

Net interest income is the difference between interest earned primarily on loans, leases and investment securities and interest paid on deposits, borrowings, long-term debt and subordinated notes. Net interest income is the principal source of the Corporation's revenue. Table 1 presents the Corporation's average balances, tax-equivalent interest income, interest expense, tax-equivalent yields earned on average assets, cost of average liabilities, and shareholders' equity on a tax-equivalent basis for the years ended December 31, 2025, 2024 and 2023. The tax-equivalent net interest margin is tax-equivalent net interest income as a percentage of average interest-earning assets. The tax-equivalent net interest spread represents the weighted average tax-equivalent yield on interest-earning assets less the weighted average cost of interest-bearing liabilities. The effect of net interest-free funding sources represents the effect on the net interest margin of net funding provided by noninterest-earning assets, noninterest-bearing liabilities and shareholders' equity. Table 2 analyzes the changes in the tax-equivalent net interest income for the periods broken down by their rate and volume components.

2025 versus 2024

Reported net interest income for the year ended December 31, 2025 was $240.2 million, an increase of $29.0 million, or 13.7%, from the prior year. Net interest income, on a tax-equivalent basis, for the year ended December 31, 2025 was $241.9 million, an increase of $29.5 million, or 13.9%, from the prior year. An increase in tax-equivalent interest income of $18.6 million was driven by increased loan yields, and increases in the average balance of average interest-earning assets, as well as a decrease of $10.9 million in interest expense, which was largely driven by a decrease in the cost of interest-bearing deposits and a decrease in the average balance of borrowings. This was offset by an increase in the average balance of deposits. The net interest margin on a tax-equivalent basis for the year ended December 31, 2025 was 3.14% compared to 2.86% for 2024.

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2024 versus 2023

Reported net interest income for the year ended December 31, 2024 was $211.2 million, a decrease of $8.8 million, or 4.0%, from the prior year. Net interest income, on a tax-equivalent basis, for the year ended December 31, 2024 was $212.3 million, a decrease of $8.9 million, or 4.0%, from the prior year. An increase in tax-equivalent interest income of $40.6 million, driven by increases in asset yields, including loan and investment yields, and increases in the average balance of average interest-earning assets was outpaced by an increase in interest expense of $49.5 million, which was largely driven by an increase in the cost of, and the average balances of, interest-bearing deposits. The net interest margin on a tax-equivalent basis for the year ended December 31, 2024 was 2.86% compared to 3.12% for 2023. The net interest margin decrease was attributable to the increase in interest rates and the liability sensitivity of the Corporation's balance sheet.

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Table 1—Average Balances and Interest Rates—Tax-Equivalent Basis

For the Years Ended December 31,
202520242023
(Dollars in thousands)Average BalanceIncome/ ExpenseAverage RateAverage BalanceIncome/ ExpenseAverage RateAverage BalanceIncome/ ExpenseAverage Rate
Assets:
Interest-earning deposits with other banks$333,556$13,9024.17%$220,356$11,1935.08%$130,309$6,6605.11%
Obligations of states and political subdivisions*21741.841,447332.282,282622.72
Other debt and equity securities496,43515,9253.21495,60414,9093.01505,34314,2252.81
Federal Home Loan Bank, Federal Reserve Bank and other stock37,5842,8487.5838,6472,9127.5340,0922,8697.16
Total interest-earning deposits, investments and other interest-earning assets867,79232,6793.77756,05429,0473.84678,02623,8163.51
Commercial, financial and agricultural loans971,24567,8296.98972,21369,9217.19991,50567,4876.81
Real estate—commercial and construction loans3,720,892218,4735.873,587,147207,0535.773,483,576188,6445.42
Real estate—residential loans1,723,19187,1275.061,670,12682,3444.931,505,79970,3494.67
Loans to individuals15,3601,3358.6926,6462,1618.1127,0632,0117.43
Tax-exempt loans and leases228,47811,9515.23232,02010,1574.38232,5019,5974.13
Lease financings176,42012,7497.23189,05412,8456.79178,22011,0256.19
Gross loans and leases6,835,586399,4645.846,677,206384,4815.766,418,664349,1135.44
Total interest-earning assets7,703,378432,1435.617,433,260413,5285.567,096,690372,9295.25
Cash and due from banks57,25257,79958,593
Allowance for credit losses, loans and leases(87,942)(86,530)(82,474)
Premises and equipment, net46,79748,61051,921
Operating lease right-of-use asset26,93629,99031,351
Other assets425,134414,578400,977
Total assets$8,171,555$7,897,707$7,557,058
Liabilities:
Interest-bearing checking deposits$1,281,075$32,7352.56%$1,191,634$32,8572.76%$1,034,327$23,6682.29%
Money market savings1,920,60073,4243.821,801,03580,2174.451,611,16964,1533.98
Regular savings720,7184,0240.56740,4933,5290.48871,3323,2490.37
Time deposits1,485,28161,8384.161,413,58964,2664.55931,94434,9793.75
Total time and interest-bearing deposits5,407,674172,0213.185,146,751180,8693.514,448,772126,0492.83
Short-term borrowings11,112190.1713,7032491.82148,7767,0954.77
Long-term debt204,4528,7784.29253,73310,9424.31263,8779,4643.59
Subordinated notes139,5849,4736.79149,0079,1256.12148,5079,1256.14
Total borrowings355,14818,2705.14416,44320,3164.88561,16025,6844.58
Total interest-bearing liabilities5,762,822190,2913.305,563,194201,1853.625,009,932151,7333.03
Noninterest-bearing deposits1,406,9851,380,1781,646,286
Operating lease liabilities29,76533,00634,474
Accrued expenses and other liabilities55,55063,31060,699
Total liabilities7,255,1227,039,6886,751,391
Total interest-bearing liabilities and noninterest-bearing deposits ("Cost of Funds")7,169,8072.656,943,3722.906,656,2182.28
Shareholders' Equity:
Common stock157,784157,784157,784
Additional paid-in capital302,243300,644299,804
Retained earnings and other equity456,406399,591348,079
Total shareholders' equity916,433858,019805,667
Total liabilities and shareholders' equity$8,171,555$7,897,707$7,557,058
Net interest income$241,852$212,343$221,196
Net interest spread2.311.942.22
Effect of net interest-free funding sources0.830.920.90
Net interest margin3.14%2.86%3.12%
Ratio of average interest-earning assets to average interest-bearing liabilities133.67%133.61%141.65%

*Obligations of states and political subdivisions are tax-exempt earning assets.

Notes: For rate calculation purposes, average loan and lease categories include deferred fees and costs and purchase accounting adjustments.

Net interest income includes net deferred costs amortization of $2.5 million, $2.7 million and $2.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Nonaccrual loans and leases have been included in the average loan and lease balances. Loans held for sale have been included in the average loan balances.

Tax-equivalent amounts for the years ended December 31, 2025, 2024 and 2023 have been calculated using the Corporation's federal applicable rate of 21%.

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Table 2—Analysis of Changes in Net Interest Income

The rate-volume variance analysis set forth in the table below compares changes in tax-equivalent net interest income for the year ended December 31, 2025 compared to 2024 and for the year ended December 31, 2024 compared to 2023, indicated by their rate and volume components. The change in interest income/expense due to both volume and rate has been allocated proportionately.

For the Years Ended December 31, 2025 Versus 2024For the Years Ended December 31, 2024 Versus 2023
(Dollars in thousands)Volume ChangeRate ChangeTotalVolume ChangeRate ChangeTotal
Interest income:
Interest-earning deposits with other banks$4,982$(2,273)$2,709$4,572$(39)$4,533
Obligations of states and political subdivisions(24)(5)(29)(20)(9)(29)
Other debt and equity securities259911,016(285)969684
Federal Home Loan Bank, Federal Reserve Bank and other stock(82)18(64)(104)14743
Interest on deposits, investments and other interest-earning assets4,901(1,269)3,6324,1631,0685,231
Commercial, financial and agricultural loans(69)(2,023)(2,092)(1,319)3,7532,434
Real estate—commercial and construction loans7,7963,62411,4205,80412,60518,409
Real estate—residential loans2,6142,1694,7837,9434,05211,995
Loans to individuals(971)145(826)(31)181150
Tax-exempt loans and leases(157)1,9511,794(20)580560
Lease financings(894)798(96)7021,1181,820
Interest and fees on loans and leases8,3196,66414,98313,07922,28935,368
Total interest income13,2205,39518,61517,24223,35740,599
Interest expense:
Interest-bearing checking deposits2,363(2,485)(122)3,9115,2789,189
Money market savings5,076(11,869)(6,793)8,0248,04016,064
Regular savings(95)590495(549)829280
Time deposits3,196(5,624)(2,428)20,7308,55729,287
Total time and interest-bearing deposits10,540(19,388)(8,848)32,11622,70454,820
Short-term borrowings(40)(190)(230)(4,072)(2,774)(6,846)
Long-term debt(2,113)(51)(2,164)(373)1,8511,478
Subordinated notes(604)952348
Interest on borrowings(2,757)711(2,046)(4,445)(923)(5,368)
Total interest expense7,783(18,677)(10,894)27,67121,78149,452
Net interest income$5,437$24,072$29,509$(10,429)$1,576$(8,853)

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Provision for Credit Losses

The provision for credit losses for the years ended December 31, 2025, 2024 and 2023 was $11.7 million, $5.9 million and $10.8 million, respectively. Net loan and lease charge-offs for the years ended December 31, 2025, 2024, and 2023 were $11.1 million, $3.8 million and $5.4 million, respectively. The year ended December 31, 2025 included a $6.8 million net charge-off recorded on a $23.7 million commercial loan relationship. The year ended December 31, 2023 included $2.4 million in charge-offs related to two nonaccrual commercial loans to one borrower. The following table details information pertaining to the Corporation's allowance for credit losses on loans and leases as a percentage of loans and leases held for investment at the dates indicated.

At December 31,
(Dollars in thousands)202520242023
Allowance for credit losses, loans and leases$88,165$87,091$85,387
Loans and leases held for investment6,914,8046,826,5836,567,214
Allowance for credit losses, loans and leases / loans and leases held for investment1.28%1.28%1.30%

Noninterest Income

The following table presents noninterest income for the years ended December 31, 2025, 2024 and 2023:

For the Years Ended December 31,$ Change% Change
(Dollars in thousands)2025202420232025 to 20242024 to 20232025 to 20242024 to 2023
Trust fee income$8,853$8,491$7,732$362$7594.3%9.8%
Service charges on deposit accounts8,9918,0827,0489091,03411.214.7
Investment advisory commission and fee income22,79921,20818,8641,5912,3447.512.4
Insurance commission and fee income22,44322,34921,043941,3060.46.2
Other service fee income10,93814,74712,381(3,809)2,366(25.8)19.1
Bank owned life insurance income5,8493,8613,1851,98867651.521.2
Net gain on sales of investment securities18(18)18N/MN/M
Net gain on mortgage banking activities3,3625,2653,689(1,903)1,576(36.1)42.7
Other income4,6264,0342,8825921,15214.740.0
Total noninterest income$87,861$88,055$76,824$(194)$11,231(0.2)%14.6%

2025 versus 2024

Noninterest income for the year ended December 31, 2025 was $87.9 million, a decrease of $194 thousand, or 0.2%, compared to 2024.

Other service fee income decreased $3.8 million, or 25.8%, for the year ended December 31, 2025, primarily due to the net gain of $3.4 million generated from the sale of mortgage servicing rights associated with $591.1 million of serviced loans in the first quarter of 2024. Net gain on mortgage banking activities decreased $1.9 million, or 36.1%, for the year ended December 31, 2025, primarily due to decreased salable volume and lower margins.

BOLI income increased $2.0 million, or 51.5%, for the year ended December 31, 2025, primarily due to death benefit claims of $2.1 million received during the year. Investment advisory commission and fee income increased $1.6 million, or 7.5%, for the year ended December 31, 2025, primarily due to increased assets under management and supervision driven by market appreciation. Service charges on deposit accounts increased $909 thousand, or 11.2%, for the year ended December 31, 2025, primarily due to an increase of $976 thousand in treasury management fees. Other income increased $592 thousand, or 14.7%, for the year ended December 31, 2025, primarily driven by a $620 thousand increase in fees on risk participation agreements for interest rate swaps due to increased demand.

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2024 versus 2023

Noninterest income for the year ended December 31, 2024 was $88.1 million, an increase of $11.2 million, or 14.6%, compared to 2023.

Other service fee income increased $2.4 million, or 19.1%, for the year ended December 31, 2024, primarily due to the net gain of $3.4 million generated from the sale of mortgage servicing rights associated with $591.1 million of serviced loans in the first quarter of 2024, partially offset by a $966 thousand decrease in servicing fees associated with these loans. Investment advisory commission and fee income increased $2.3 million, or 12.4%, for the year ended December 31, 2024, primarily due to increased assets under management and supervision driven by new business and market appreciation. Net gain on mortgage banking activities increased $1.6 million, or 42.7%, for the year ended December 31, 2024, primarily due to increased salable volume and favorable margins. Insurance commission and fee income increased $1.3 million, or 6.2%, for the year ended December 31, 2024, primarily due to increases of $1.0 million in premiums for commercial lines and $435 thousand in contingent commission income. Service charges on deposit accounts increased $1.0 million, or 14.7%, for the year ended December 31, 2024, primarily due to an increase of $950 thousand in treasury management fees.

Other income increased $1.2 million, or 40.0%, for the year ended December 31, 2024. Gains on the sale of Small Business Administration loans increased $1.9 million due to increased sale volume, partially offset by a $605 thousand decrease in interest rate swap income due to decreased demand.

Noninterest Expense

The following table presents noninterest expense for the years ended December 31, 2025, 2024 and 2023:

For the Years Ended December 31,$ Change% Change
(Dollars in thousands)2025202420222025 to 20242024 to 20232025 to 20242024 to 2023
Salaries, benefits and commissions$127,023$123,745$120,188$3,278$3,5572.6%3.0%
Net occupancy11,14911,02510,6861243391.13.2
Equipment4,2934,4534,132(160)321(3.6)7.8
Data processing17,42516,95616,7994691572.80.9
Professional fees7,2176,4027,141815(739)12.7(10.3)
Marketing and advertising1,6532,1732,180(520)(7)(23.9)(0.3)
Deposit insurance premiums4,5264,4324,82594(393)2.1(8.1)
Intangible expenses469694938(225)(244)(32.4)(26.0)
Restructuring charges1,519(1,519)N/MN/M
Other expense29,28428,11228,9541,172(842)4.2(2.9)
Total noninterest expense$203,039$197,992$197,362$5,047$6302.5%0.3%

2025 versus 2024

Noninterest expense for the year ended December 31, 2025 was $203.0 million, an increase of $5.0 million, or 2.5%, compared to 2024.

Salaries, benefits and commissions increased $3.3 million, or 2.6%, for the year ended December 31, 2025, primarily due to annual merit increases and an increase in incentive compensation due to increased profitability, partially offset by an increase in capitalized compensation driven by higher loan production. Other expense increased $1.2 million, or 4.2%, for the year ended December 31, 2025, primarily driven by a $1.5 million increase in loan workout fees, partially offset by decrease in retirement plan costs of $463 thousand. Professional fees increased $815 thousand, or 12.7%, for the year ended December 31, 2025, due to increases of $563 thousand of consulting fees for data integration resources and $156 thousand for legal fees.

2024 versus 2023

Noninterest expense for the year ended December 31, 2024 was $198.0 million, an increase of $630 thousand, or 0.3%, compared to 2023.

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Salaries, benefits and commissions increased $3.6 million, or 3.0%, for the year ended December 31, 2024, primarily due to an increase in incentive compensation due to increased profitability in the current year.

Professional fees decreased $739 thousand, or 10.3%, for the year ended December 31, 2024, primarily due to a decrease of $1.0 million of consulting fees due to the costs of implementing our digital initiative in the prior year. Other expense decreased $842 thousand, or 2.9%, primarily driven by decreases in retirement plan costs of $857 thousand. Additionally, the year ended December 31, 2023 included $1.5 million in restructuring charges associated with the Corporation's financial service center optimization and expense management strategies deployed in response to macroeconomic headwinds.

Tax Provision

The provision for income taxes was $22.6 million, $19.4 million and $17.6 million for the years ended December 31, 2025, 2024 and 2023, respectively, at effective rates of 19.9%, 20.3% and 19.8%, respectively. The effective tax rates reflected the benefits of tax-exempt income from investments in municipal securities and loans and leases. Excluding this impact, the effective tax rates were 21.7%, 22.1% and 21.7% for the years ended December 31, 2025, 2024 and 2023, respectively. The decrease in the effective tax rate for 2025 compared to 2024 was primarily due to the favorable impact from the proceeds of BOLI death benefits. The increase in the effective tax rate for 2024 compared to 2023 was primarily due to increases in state tax rates and the impact of stock-based compensation during the year.

Financial Condition

ASSETS

The following table presents assets at the dates indicated:

At December 31,
(Dollars in thousands)20252024$ Change% Change
Cash and cash equivalents$553,712$328,844$224,86868.4%
Investment securities, net of allowance for credit losses496,289493,9782,3110.5
Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost37,80838,980(1,172)(3.0)
Loans held for sale15,28816,653(1,365)(8.2)
Loans and leases held for investment6,914,8046,826,58388,2211.3
Allowance for credit losses, loans and leases(88,165)(87,091)(1,074)1.2
Premises and equipment, net45,55446,671(1,117)(2.4)
Operating lease right-of-use asset25,79528,531(2,736)(9.6)
Goodwill and other intangibles, net182,838183,819(981)(0.5)
Bank owned life insurance140,001139,3516500.5
Accrued interest receivable and other assets112,973112,0988750.8
Total assets$8,436,897$8,128,417$308,4803.8%

Cash and Interest-Earning Deposits

Cash and interest-earning deposits increased $224.9 million, or 68.4%, from December 31, 2024, primarily due to increased interest-earning deposits at the Federal Reserve Bank of $231.7 million due to increases in deposits outpacing loan growth, partially offset by the repayment of subordinated notes and long-term debt.

Investment Securities

Total investment securities at December 31, 2025 increased $2.3 million, or 0.5%, from December 31, 2024. Purchases of $60.3 million, which were primarily residential mortgage-backed securities, increases in the fair value of available-for-sale investment securities of $17.2 million and a reversal of provision for credit losses of $828 thousand were partially offset by maturities and pay-downs of $68.1 million, sales of $6.9 million and net amortization of purchased premiums and discounts of $1.0 million.

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Table 3—Investment Securities

The following table shows the carrying amount of investment securities, net of allowance for credit losses, at the dates indicated. Held-to-maturity, available-for-sale and equity security portfolios are combined.

At December 31,
(Dollars in thousands)202520242023
State and political subdivisions$$1,295$2,301
Residential mortgage-backed securities412,604417,492410,329
Collateralized mortgage obligations1,3681,6852,001
Corporate bonds80,30371,00082,699
Equity securities2,0142,5063,293
Total investment securities$496,289$493,978$500,623

Table 4—Investment Securities (Yields)

The following table shows the maturity distribution and weighted average yields of investment securities at amortized cost at December 31, 2025. Expected maturities may differ from contractual maturities because debt issuers may have the right to call or prepay obligations without call or prepayment penalties. Therefore, the stated yield may not be recognized in future periods. Additionally, residential mortgage-backed securities, which are collateralized by residential mortgage loans, typically prepay at a rate faster than the stated maturity. The weighted average yield is calculated by dividing income, which has not been tax effected on tax-exempt obligations, within each contractual maturity range by the outstanding amount of the related investment. Held-to-maturity and available-for-sale portfolios are combined, net of allowance for credit losses.

1 Year or lessAfter 1 Year to 5 YearsAfter 5 Years to 10 YearsAfter 10 Years
(Dollars in thousands)Amortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average Yield
Residential mortgage-backed securities$%$6442.44%$24,5432.43%$412,0232.95%
Collateralized mortgage obligations712.441,3711.57
Corporate bonds7,4822.0975,3664.09
Total held-to- maturity and available-for-sale investment securities$7,4822.09%$76,0814.08%$24,5432.43%$413,3942.95%

At December 31, 2025, the Corporation had no reportable investments in any single issuer representing more than 10% of shareholders' equity.

Loans and Leases

Gross loans and leases held for investment at December 31, 2025 increased $88.2 million, or 1.3%, from December 31, 2024. The growth in gross loans and leases held for investment was primarily due to increases in construction, commercial real estate and home equity loans, partially offset by decreases in commercial and residential mortgage loans and lease financings.

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Table 5—Loan and Lease Maturities and Sensitivity to Changes in Interest Rates

The following table presents the maturity schedule of the loan and lease portfolio at December 31, 2025. Loans with variable rates or floating interest rates include adjustable rate instruments that may have longer than one month, and in some instances, multiple years of a fixed rate interest period.

(Dollars in thousands)TotalDue in One Year or LessDue after One Year to Five YearsDue After Five Years to Fifteen YearsDue After Fifteen Years
Loans and leases with fixed predetermined interest rates:
Commercial, financial and agricultural$195,444$15,112$151,804$17,909$10,619
Real estate-commercial1,371,487264,6941,048,53747,64610,610
Real estate-construction37,97815,66615,2264,2672,819
Real estate-residential secured for business purpose183,28637,268139,3346,684
Real estate-residential secured for personal purpose56,4132,0609,90812,87431,571
Real estate-home equity secured for personal purpose5,8777467654,366
Loans to individuals9,8985,9323,558217191
Lease financings232,0669,338209,18113,547
Loans and leases with fixed predetermined interest rates$2,092,449$350,816$1,578,313$107,510$55,810
Loans and leases with variable or floating interest rates:
Commercial, financial and agricultural$831,990$725,458$79,373$27,159$
Real estate-commercial2,250,0491,355,076891,9323,041
Real estate-construction268,815174,45559,55734,803
Real estate-residential secured for business purpose370,892108,820261,821251
Real estate-residential secured for personal purpose903,19727,872200,239675,086
Real estate-home equity secured for personal purpose194,517193,821696
Loans to individuals2,8952,78968416
Loans with variable or floating interest rates$4,822,355$2,588,291$1,493,624$740,424$16
Total gross loans and leases held for investment$6,914,804$2,939,107$3,071,937$847,934$55,826

Asset Quality

The Bank's strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing prompt attention to potential problem loans and leases. Performance of the loan and lease portfolio is monitored on a regular basis by Bank management and lending officers.

Nonaccrual loans and leases are loans or leases for which it is probable that not all principal and interest payments due will be collectible in accordance with the original contractual terms. Factors considered by management in determining accrual status include payment status, borrower cash flows, collateral value and the probability of collecting scheduled principal and interest payments when due.

At December 31, 2025, nonaccrual loans and leases were $13.7 million and had a related allowance for credit losses on loans and leases of $3.0 million. At December 31, 2024, nonaccrual loans and leases were $12.7 million and had a related allowance for credit losses on loans and leases of $1.9 million. During the second quarter of 2025, a $23.7 million commercial loan relationship was placed on nonaccrual status due to, among other things, suspected fraud. Subsequent to the relationship being placed on nonaccrual status, a $7.3 million charge-off was recognized during the second quarter. During the third quarter of 2025, a $1.4 million residential property associated with this relationship was transferred to other real estate owned. During the fourth quarter, loans totaling $13.9 million associated with this relationship were paid off and a $449 thousand recovery was recognized. As of December 31, 2025, the $1.4 million residential property remains in other real estate owned and the carrying value of the asset is supported by the appraised value of real estate collateral. Individual reserves have been established based on current facts and management's judgments about the ultimate outcome of these credits, including the most recent known data available on any related underlying collateral and the borrower's cash flows. The amount of individual reserve needed for these credits could change in future periods subject to changes in facts and judgments related to these credits.

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Net loan and lease charge-offs for the year ended December 31, 2025 were $11.1 million compared to net loan and lease charge-offs of $3.8 million for the year ended December 31, 2024. Net charge-offs for the year ended December 31, 2025 included a $6.8 million net charge-off recorded on a $23.7 million commercial loan relationship.

Other real estate owned was $23.9 million at December 31, 2025, compared to $20.1 million at December 31, 2024. During the year ended December 31, 2025, two nonaccrual residential real estate loans with a total carrying value of $3.9 million were transferred to OREO. Additionally, during the year ended December 31, 2025, two residential real estate properties with a total carrying value of $226 thousand were sold. Additionally, write-downs on repossessed assets totaled $44 thousand during the year. Repossessed assets were $65 thousand at December 31, 2025, compared to $76 thousand at December 31, 2024. During the year ended December 31, 2025, repossessed assets totaling $143 thousand were acquired and repossessed assets totaling $105 thousand were sold.

Table 6—Nonaccrual and Past Due Loans and Leases; Other Real Estate Owned; Repossessed Assets; and Related Ratios

The following table details information pertaining to the Corporation's nonperforming assets at the dates indicated.

At December 31,
(Dollars in thousands)202520242023
Nonaccrual loans held for sale$$$8
Nonaccrual loans and leases held for investment13,74312,66720,519
Accruing loans and leases, 90 days or more past due89321534
Total nonperforming loans and leases$13,832$12,988$21,061
Other real estate owned23,92620,14119,032
Repossessed assets6576
Total nonperforming assets$37,823$33,205$40,093
Loans and leases held for investment$6,914,804$6,826,583$6,567,214
Allowance for credit losses, loans and leases88,16587,09185,387
Nonaccrual loans and leases with partial charge-offs1,532273814
Reserves on individually analyzed loans3,0221,9451,787
Allowance for credit losses, loans and leases / loans and leases held for investment1.28%1.28%1.30%
Nonaccrual loans and leases / loans and leases held for investment0.20%0.19%0.31%
Allowance for credit losses, loans and leases / nonaccrual loans and leases641.53%687.54%415.97%

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Table 7—Loan Portfolio Overview

The following table provides summarized detail related to outstanding commercial loan balances segmented by industry description as of December 31, 2025:

(Dollars in thousands)December 31, 2025
Industry DescriptionTotal Outstanding Balance% of Commercial Loan Portfolio
CRE - Retail$437,8647.9%
Animal Production428,8097.8
CRE - Multi-family383,6887.0
CRE - 1-4 Family Residential Investment277,6435.0
Hotels & Motels (Accommodation)259,1704.7
CRE - Office244,5344.4
CRE - Industrial / Warehouse222,6194.0
Specialty Trade Contractors209,4503.8
Nursing and Residential Care Facilities163,9383.0
Homebuilding (tract developers, remodelers)150,9062.7
Merchant Wholesalers, Durable Goods137,1242.5
Crop Production135,8182.5
Repair and Maintenance124,5702.3
Motor Vehicle and Parts Dealers116,6572.1
CRE - Mixed-Use - Commercial114,6592.1
CRE - Mixed-Use - Residential108,5172.0
Administrative and Support Services99,0831.8
Wood Product Manufacturing98,7711.8
Real Estate Lenders, Secondary Market Financing93,0661.7
Professional, Scientific, and Technical Services92,8831.7
Food Services and Drinking Places90,2111.6
Fabricated Metal Product Manufacturing79,9471.5
Merchant Wholesalers, Nondurable Goods79,9221.5
Education78,0311.4
Amusement, Gambling, and Recreation Industries76,8741.4
Religious Organizations, Advocacy Groups65,3971.2
Miniwarehouse / Self-Storage63,3711.2
Personal and Laundry Services62,0521.1
Food Manufacturing59,8041.1
Machinery Manufacturing52,5981.0
Industries with $50 million in outstandings$4,607,97683.6%
Industries with $50 million in outstandings$901,96516.4%
Total Commercial Loans$5,509,941100.0%
Consumer Loans and Lease FinancingsTotal Outstanding Balance
Real Estate-Residential Secured for Personal Purpose$959,610
Real Estate-Home Equity Secured for Personal Purpose200,394
Loans to Individuals12,793
Lease Financings232,066
Total Consumer Loans and Lease Financings$1,404,863
Total$6,914,804

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Table 8—Summary of Loan and Lease Loss Experience

The following table presents average loans and leases and loan and lease loss experience for the periods indicated.

For the Years Ended December 31,
202520242023
(Dollars in thousands)Average LoansNet Charge-offs (Recoveries)Net Charge-offs (Recoveries) to Average LoansAverage LoansNet Charge-offs (Recoveries)Net Charge-offs (Recoveries) to Average LoansAverage LoansNet Charge-offs (Recoveries)Net Charge-offs (Recoveries) to Average Loans
Commercial, financial and agricultural$1,041,998$8,4440.81%$1,035,684$2,3290.22%$1,056,025$4,5100.43%
Real estate-commercial3,520,8791,1470.033,367,837213,182,96537
Real estate-construction300,136329,2185000.15414,5672060.05
Real estate-residential secured for business purpose539,146528,631(235)(0.04)505,240(135)(0.03)
Real estate-residential secured for personal purpose990,78835960,915(134)(0.01)826,943
Real estate-home equity secured for personal purpose193,257(2)180,579(46)(0.03)175,3952
Loans to individuals15,3606754.3926,6458283.1127,0634261.57
Lease financings234,0228190.35247,6975390.22230,4663510.15
Total$6,835,586$11,1180.16%$6,677,206$3,8020.06%$6,418,664$5,3970.08%

During the year ended December 31, 2025, the Corporation recorded charge-offs of $7.3 million related to a $23.7 million commercial loan relationship. During the year ended December 31, 2024, the Corporation recorded charge-offs of $900 thousand related to five commercial loan relationships. During the year ended December 31, 2023, the Corporation recorded charge-offs of $2.4 million related to two nonaccrual commercial loans to one borrower totaling $5.9 million.

Table 9—Allowance for Credit Losses On Loans and Leases

The following table summarizes the allocation of the allowance for credit losses on loans and leases, and the percentage of loans and leases in each major loan category to total loans and leases held for investment at the dates indicated.

At December 31,
20252024
(Dollars in thousands)ACL% of ACL to Total ACL% of Loans to Total LoansACL% of ACL to Total ACL% of Loans to Total Loans
Commercial, financial and agricultural$16,98319.3%14.9%$16,07918.5%15.2%
Real estate-commercial47,16653.552.446,86753.851.7
Real estate-construction5,4756.24.44,9245.74.0
Real estate-residential secured for business purpose7,6008.68.07,4918.67.9
Real estate-residential secured for personal purpose6,3417.213.97,2228.314.6
Real estate-home equity secured for personal purpose1,6381.92.91,7062.02.7
Loans to individuals3480.40.23420.40.3
Lease financings2,6143.03.42,4602.83.6
Total$88,165100.0%100.0%$87,091100.0%100.0%

At December 31, 2025, the allowance for credit losses on individually analyzed loans was $3.0 million, or 22.9% of the balance of individually analyzed loans of $13.2 million. At December 31, 2024, the allowance for credit losses on individually analyzed loans was $1.9 million, or 16.1% of the balance of individually analyzed loans of $12.1 million.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets have been recorded on the books of the Corporation in connection with acquisitions. There was no impairment of goodwill or identifiable intangibles recorded during 2023 through 2025. There can be no assurance that future impairment assessments or tests will not result in a charge to earnings.

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LIABILITIES

The following table presents liabilities at the dates indicated:

At December 31,
(Dollars in thousands)20252024$ Change% Change
Deposits$7,087,313$6,759,259$328,0544.9%
Short-term borrowings24,41111,18113,230118.3
Long-term debt200,000225,000(25,000)(11.1)
Subordinated notes98,867149,261(50,394)(33.8)
Operating lease liabilities28,53131,485(2,954)(9.4)
Accrued interest payable and other liabilities54,45764,930(10,473)(16.1)
Total liabilities$7,493,579$7,241,116$252,4633.5%

Deposits

Total deposits increased $328.1 million, or 4.9%, from December 31, 2024, primarily due to increases in commercial, brokered and public funds deposits, partially offset by a decrease in consumer deposits. At December 31, 2025, noninterest-bearing deposits totaled $1.4 billion and represented 20.2% of total deposits, compared to $1.4 billion representing 20.9% at December 31, 2024. Unprotected deposits, which excludes insured, internal, and collateralized deposit accounts, totaled $1.6 billion and $1.5 billion at December 31, 2025 and 2024, respectively. This represented 23.2% of total deposits at December 31, 2025 compared to 22.0% at December 31, 2024.

Table 10—Deposits

The following table summarizes the average amount of deposits for the periods indicated:

For the Years Ended December 31,
(Dollars in thousands)202520242023
Noninterest-bearing deposits$1,406,985$1,380,178$1,646,286
Interest-bearing checking deposits1,281,0751,191,6341,034,327
Money market savings1,920,6001,801,0351,611,169
Regular savings720,718740,493871,332
Time deposits1,485,2811,413,589931,944
Total average deposits$6,814,659$6,526,929$6,095,058

At December 31, 2025 and 2024, the Corporation had $3.4 billion and $3.2 billion, respectively, in uninsured deposits in excess of the FDIC insurance limit of $250,000. At December 31, 2025 and 2024, the Corporation had $281.9 million and $276.0 million, respectively, in time deposits in excess of $250,000 maturing disclosed in the table below. Brokered deposits in the amount of $405.1 million and $360.0 million at December 31, 2025 and December 31, 2024, respectively, are not included in time deposits more than $250,000.

(Dollars in thousands)For the Years Ended December 31,
Maturity Period20252024
Due Three Months or Less$108,462$76,621
Due Over Three Months to Six Months81,60394,290
Due Over Six Months to Twelve Months76,95481,338
Due Over Twelve Months14,86423,734
Total$281,883$275,983

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Borrowings

Total borrowings decreased $62.2 million from December 31, 2024, primarily due to a $100.0 million redemption of previously issued subordinated notes partially offset by $50.0 million aggregate principal amount fixed-to-floating rate subordinated notes issued in the third quarter of 2025, and pay-downs of $25.0 million in long-term debt. These decreases were partially offset by an increase of $13.2 million in customer repurchase agreements.

Short-term borrowings at December 31, 2025 consisted of $24.4 million of customer repurchase agreements. Long-term debt at December 31, 2025 consisted of $200.0 million of FHLB advances and $98.9 million of subordinated notes. At December 31, 2025 and 2024, the Bank had outstanding short-term letters of credit with the FHLB totaling $1.4 billion and $1.3 billion, respectively, which were utilized to collateralize public fund deposits and other secured deposits.

Other Liabilities

Other liabilities decreased $10.5 million, or 16.1%, from December 31, 2024, primarily due to a decrease in accrued interest payable on time deposits.

SHAREHOLDERS' EQUITY

The following table presents total shareholders' equity at the dates indicated:

At December 31,
(Dollars in thousands)20252024$ Change% Change
Common stock$157,784$157,784$%
Additional paid-in capital304,021302,8291,1920.4
Retained earnings591,202525,78065,42212.4
Accumulated other comprehensive loss(25,467)(43,992)18,525(42.1)
Treasury stock(84,222)(55,100)(29,122)52.9
Total shareholders' equity$943,318$887,301$56,0176.3%

The increase in shareholders' equity at December 31, 2025 of $56.0 million from December 31, 2024 was primarily related to an increase in retained earnings of $65.4 million. Retained earnings was impacted by net income of $90.8 million, partially offset by $25.0 million in cash dividends paid during the year. Accumulated other comprehensive loss decreased by $18.5 million, which was primarily attributable to increases in the fair value of available-for-sale investment securities of $13.6 million, net of tax, and an increase in unrecognized actuarial losses related to the Corporation's pension plan of $3.9 million, net of tax. Treasury stock increased $29.1 million from December 31, 2024, related to repurchases of 1,129,217 shares at a cost of $34.6 million, offset by $5.5 million of stock issued under the dividend reinvestment plan and employee stock purchase plan, and stock-based incentive plan activity.

Discussion of Segments

The Corporation has three operating segments: Banking, Wealth Management and Insurance. Detailed segment information appears in Note 23, "Segment Reporting" included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K.

The Banking segment reported pre-tax income of $115.6 million in 2025, $96.1 million in 2024 and $90.3 million in 2023. See the section of this Management's Discussion and Analysis under the heading "Results of Operations" and "Financial Condition" for a discussion of the key items impacting the Banking Segment.

The Wealth Management segment reported pre-tax income of $8.3 million in 2025, $6.1 million in 2024 and $5.0 million in 2023, which included noninterest income of $31.9 million in 2025, $29.9 million in 2024 and $26.8 million in 2023. Noninterest expense was $23.7 million in 2025, $23.9 million in 2024 and $21.8 million in 2023. The increases in noninterest income from 2024 and 2023 were primarily due to new customer relationships and appreciation of assets under management and supervision. Noninterest expense in 2025 compared to 2024 was relatively unchanged, while the increase in noninterest expense from 2023 to 2024 was primarily due to increases in salaries and commissions. Wealth Management assets under management and supervision were $5.9 billion as of December 31, 2025, $5.2 billion as of December 31, 2024 and $4.7 billion as of December 31, 2023.

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The Insurance segment reported pre-tax income of $5.5 million in 2025, $5.7 million in 2024 and $5.1 million in 2023, which included noninterest income of $22.5 million in 2025 and 2024 and $21.5 million in 2023. Noninterest expense was $16.9 million in 2025, $16.7 million in 2024 and $16.4 million in 2023. Noninterest income in 2025 compared to 2024 was relatively unchanged, reflecting an increase in revenue from commercial lines of $672 thousand being offset by a decrease in contingent commission income of $691 thousand. The increases in noninterest expense were primarily due to increases in salaries and commissions.

Capital Adequacy

Capital guidelines assign minimum capital requirements for categories of assets depending on their assigned risks. The components of risk-based capital for the Corporation are Tier 1 and Tier 2.

At December 31, 2025, the Corporation had a Tier 1 risk-based capital ratio of 11.22% and total risk-based capital ratio of 13.86%. At December 31, 2024, the Corporation had a Tier 1 capital ratio of 10.85% and total risk-based capital ratio of 14.19%. The Corporation continues to be in the "well-capitalized" category under regulatory standards. Details on the capital ratios can be found in Note 21, "Regulatory Matters," included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K along with a discussion on dividend and other restrictions.

Asset/Liability Management

The primary functions of Asset/Liability Management are to minimize interest rate risk and to ensure adequate earnings, capital and liquidity while maintaining an appropriate balance of interest-earning assets and interest-bearing liabilities. Management's objective with regard to interest rate risk is to understand the Corporation's sensitivity to changes in interest rates and develop and implement strategies to minimize volatility while maximizing net interest income.

The Corporation uses gap analysis and earnings at risk simulation modeling to quantify exposure to interest rate risk. The Corporation uses the gap analysis to identify and monitor long-term rate exposure and uses a risk simulation model to measure short-term rate exposure. The Corporation runs various earnings simulation scenarios to quantify the impact of declining or rising interest rates on net interest income over a one-year and two-year horizon. The simulations use expected cash flows and repricing characteristics for all financial instruments at a point in time and incorporate company-developed, market-based assumptions regarding growth, pricing, and optionality such as prepayment speeds. As interest rates increase, fixed-rate assets tend to decrease in value; conversely, as interest rates decline, fixed-rate assets tend to increase in value.

Interest Rate Sensitivity

Interest rate sensitivity is a function of the repricing characteristics of the Corporation's assets and liabilities. Minimizing the balance sheet's maturity and repricing risk is a continual focus. The Corporation uses a variety of techniques to assist in identifying and evaluating the potential range of risk, including a maturity/repricing gap analysis as well as an Earnings at Risk analysis under various interest rate scenarios.

The gap analysis identifies repricing gaps in the Corporation’s balance sheet. All assets and liabilities are modeled to reflect some level of behavioral optionality, such as prepayments on loans, early call features on investments or potential pricing change and/or product change to interest-bearing deposits. The Corporation projects all noninterest-bearing deposits to be considered non-rate sensitive, while utilizing an all-encompassing deposit beta assumption that captures changes in interest expense that may occur as interest rates change or balances shift into other products. These assumptions are based upon historic behavior; however, they are inherently uncertain and thus cannot precisely predict the impact of changes in interest rates. While actual results will differ from simulated results due to customer behavioral change and/or market and regulatory influences, the following models are important tools to guide management.

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Table 11—Interest Rate Sensitivity Gap Analysis

The following table presents the Corporation's gap analysis at December 31, 2025:

(Dollars in thousands)Within Three MonthsAfter Three Months to Twelve MonthsAfter One Year to Five YearsOver Five YearsNon-Rate SensitiveTotal
Assets:
Cash and due from banks$$$$$63,579$63,579
Interest-earning deposits with other banks490,133------------490,133
Investment securities, net of allowance for credit losses70,00343,901181,185223,208(22,008)496,289
Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost------------37,80837,808
Loans held for sale11,058---------4,23015,288
Loans and leases, net of allowance for credit losses2,551,201704,9992,997,771647,660(74,992)6,826,639
Other assets------------507,161507,161
Total assets$3,122,395$748,900$3,178,956$870,868$515,778$8,436,897
Liabilities and shareholders' equity:
Noninterest-bearing deposits$ ---$ ---$ ---$ ---$1,431,974$1,431,974
Interest-bearing demand deposits3,478,924------------3,478,924
Savings deposits762,130------------762,130
Time deposits375,740584,127454,038380---1,414,285
Borrowings73,27850,000200,000------323,278
Other liabilities------------82,98882,988
Shareholders' equity------------943,318943,318
Total liabilities and shareholders' equity$4,690,072$634,127$654,038$380$2,458,280$8,436,897
Incremental gap$(1,567,677)$114,773$2,524,918$870,488$(1,942,502)
Cumulative gap$(1,567,677)$(1,452,904)$1,072,014$1,942,502
Cumulative gap as a percentage of interest-earning assets(19.7%)(18.3%)13.5%24.4%

The table above indicates that the Corporation holds a greater amount of liabilities that have the opportunity to reprice over assets in the next twelve months. This table is limited as it does not take into consideration the magnitude of the repricing change in relation to interest rate changes. Further, the estimated sensitivities are based upon a number of assumptions, including the timing and magnitude of interest rate changes, prepayments on loans receivable and securities, pricing strategies on loans receivable and deposits, and replacement of asset and liability cash flows. While the assumptions used are bank specific and based on current economic and local market conditions, there is no assurance as to the predictive nature of these conditions, including how customer preferences or competitor influences might change.

Table 12—Net Interest Income - Summary of Earnings at Risk Simulation

Management also performs a simulation of net interest income to measure interest rate exposure. The following table demonstrates the anticipated impact of an instantaneous and parallel interest rate shift, or "shock," to the yield curve on the Corporation's net interest income over the next twelve months. This simulation incorporates the same assumptions noted above and assumes a static balance sheet with no incremental growth in interest-earning assets or interest-bearing liabilities over the next twelve months.

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The changes to net interest income are shown in the below table at December 31, 2025. The results suggest the Corporation's year-end balance sheet is asset sensitive as net interest income is projected to increase in a rising rate environment. Actual results will likely be different than modeled due to numerous factors, including interest rates earned on new loans and investments as well as rates paid on new and existing deposits and new borrowings. The changes to net interest income shown below are in compliance with the Corporation's policy guidelines.

Estimated Change in Net Interest Income Over Next 12 Months
(Dollars in thousands)AmountPercent
Rate shock - Change in interest rates
+300 basis points$14,8075.47%
+200 basis points10,3823.84
+100 basis points5,8172.15
-100 basis points(7,318)(2.70)
-200 basis points(19,851)(7.34)
-300 basis points(37,532)(13.87)

The estimated sensitivities are based upon a number of assumptions, including the timing and magnitude of interest rate changes, prepayments on loans receivable and securities, pricing strategies on loans receivable and deposits, and replacement of asset and liability cash flows. While the assumptions used are bank specific and based on current economic and local market conditions, there is no assurance as to the predictive nature of these conditions, including how customer preferences or competitor influences might change.

Credit Risk

Originating loans exposes the Corporation to credit risk, which is the risk that the principal balance of a loan and any related interest will not be collected due to the inability of the borrower to repay the loan. The Corporation manages credit risk in the loan portfolio through adherence to consistent and conservative underwriting standards and policies established by the senior credit leadership and approved by the Board of Directors. Written loan policies establish underwriting standards, lending limits and other standards or limits as deemed necessary and prudent. While the Corporation has strict underwriting, review, and monitoring procedures in place, they cannot eliminate all of the risks related to these lending activities.

The Corporation's loan review department conducts ongoing, independent reviews of the lending process to ensure adherence to established policies and procedures, monitors compliance with applicable laws and regulations and provides objective measurement of the risk inherent in the loan portfolio.

The Corporation focuses on both assessing the borrower's capacity and willingness to repay and obtaining sufficient collateral. Commercial, financial and agricultural loans are generally secured by the borrower's assets and by personal guarantees. Commercial real estate, construction and residential real estate secured for business purposes loans are originated primarily within the Pennsylvania, Maryland, Delaware and New Jersey market areas at prudent loan-to-value ratios and are often additionally supported by guaranties. Management closely monitors the composition and quality of the total commercial loan portfolio to ensure that any credit concentrations by borrower or industry are identified and managed. See "Risk Factors" included herein under Item 1A for additional information on lending risk related to commercial loans.

The Corporation originates fixed-rate and adjustable-rate residential mortgage loans that are secured by the underlying 1- to 4-family residential properties for personal purposes. Credit risk exposure in this area of lending is minimized by the evaluation of the creditworthiness of the borrower, including debt-to-income ratios, credit scores and adherence to underwriting policies that emphasize conservative loan-to-value ratios of generally no more than 80%. Residential mortgage loans granted in excess of the 80% loan-to-value ratio are generally insured by private mortgage insurance.

Credit risk in the consumer loan portfolio is controlled by strict adherence to underwriting standards that consider debt-to-income levels and the creditworthiness of the borrower and, if secured, collateral values. In the home equity loan portfolio, combined loan-to-value ratios are generally limited to 80%, but may be increased to 85% for the Corporation's strongest profile borrowers. Other credit considerations and compensating factors may warrant higher combined loan-to-value ratios. These loans are included within the portfolio of loans to individuals.

The primary risks that are involved with lease financing receivables are credit underwriting and borrower industry concentrations. The Corporation has strict underwriting, review, and monitoring procedures in place to mitigate these risks.

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Risk also lies in the residual value of the underlying equipment. Residual values are subject to judgments as to the value of the underlying equipment that can be affected by changes in economic and market conditions and the financial viability of the residual guarantors and insurers. To the extent not guaranteed or assumed by a third party, or otherwise insured against, the Corporation bears the risk of ownership of the leased assets. This includes the risk that the actual value of the leased assets at the end of the lease term will be less than the residual value. The Corporation greatly reduces this risk primarily by using $1.00 buyout leases and equipment finance agreements, in which the entire cost of the leased equipment is included in the contractual payments, leaving no residual payment at the end of the lease term for the majority of the lease portfolio.

The Corporation closely monitors delinquencies as another means of maintaining asset quality. Collection efforts begin after a loan payment is missed, by attempting to contact borrowers. If collection attempts fail, the Corporation will proceed to gain control of collateral in a timely manner to minimize losses. While liquidation and recovery efforts continue, officers continue to work with the borrowers, if appropriate, to recover monies owed to the Corporation.

Liquidity

The Corporation, in its role as a financial intermediary, is exposed to certain liquidity risks. Liquidity refers to the Corporation's ability to ensure that sufficient cash flows and liquid assets are available to satisfy demand for loans, deposit withdrawals, repayment of borrowings, certificates of deposit at maturity, operating expenses and capital expenditures. The Corporation manages liquidity risk by measuring and monitoring liquidity sources and estimated funding needs on a daily basis. The Corporation has a contingency funding plan in place to address liquidity needs in the event of an institution-specific or a systemic financial crisis.

The Corporation and its subsidiaries maintain ample ability to meet the liquidity needs of its customers. Our most liquid assets, unencumbered cash and cash equivalents, were $549.2 million and $327.8 million at December 31, 2025 and December 31, 2024, respectively. Unencumbered securities classified as available-for-sale, which provide additional sources of liquidity, totaled $37.3 million and $55.4 million at December 31, 2025 and December 31, 2024, respectively. Further, the Corporation and its subsidiaries had committed borrowing capacity from the Federal Home Loan Bank, Federal Reserve Bank and a correspondent bank of $3.8 billion and $3.7 billion at December 31, 2025 and December 31, 2024, respectively, of which $2.3 billion and $2.1 billion was available as of December 31, 2025 and December 31, 2024, respectively. The Corporation and its subsidiaries also maintained uncommitted funding sources from correspondent banks of $457.0 million at December 31, 2025 and $468.0 million at December 31, 2024. Future availability under these uncommitted funding sources is subject to the prerogatives of the granting banks and may be withdrawn at will.

Sources of Funds

Non-brokered deposits continue to be the largest significant funding source for the Corporation. These deposits are primarily generated from individuals, businesses, public funds and non-profit customers located in our primary service areas. The Corporation faces increased competition for these deposits from a large array of financial market participants, including banks, credit unions, savings institutions, mutual funds, security dealers and others.

As part of its diversified funding strategy, the Corporation also utilizes a mix of short-term and long-term wholesale funding providers. Wholesale funding includes federal funds purchases from correspondent banks, secured borrowing lines from the Federal Home Loan Bank of Pittsburgh and the Federal Reserve Bank of Philadelphia, and brokered deposits and other similar sources.

Cash Requirements

The Corporation has cash requirements for various financial obligations, including contractual obligations and commitments that require cash payments. The most significant contractual obligations, in both the under and over one-year time period, are for the Bank to repay certificates of deposit and short- and long-term borrowings. Certificates of deposit due within one year of December 31, 2025 totaled $960.1 million. If these deposits do not remain with the Bank, the Bank will be required to seek other sources of funds, which may be more expensive to obtain. The Bank anticipates meeting these obligations by utilizing on-balance sheet liquidity and continuing to provide convenient depository and cash management services through its financial center network, thereby replacing these contractual obligations with similar funding sources at rates that are competitive in our market. The Bank will also use borrowings and brokered deposits to meet its obligations.

Commitments to extend credit are the Bank's most significant commitment in both the under and over one-year time periods. These commitments do not necessarily represent future cash requirements in that these commitments often expire without being drawn upon.

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Recent Accounting Pronouncements

For information regarding recent accounting pronouncements, refer to Note 1, "Summary of Significant Accounting Policies" of this Form 10-K.

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0000102212-25-000006.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2025-02-24. Report date: 2024-12-31.

Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations

(All dollar amounts presented in tables are in thousands, except per share data. "BP" equates to "basis points"; "N/M" equates to "not meaningful"; "—" equates to "zero" or "doesn't round to a reportable number"; and "N/A" equates to "not applicable." Certain prior period amounts have been reclassified to conform to the current-year presentation.)

The information contained in this report may contain forward-looking statements, including statements relating to the Corporation and its financial condition and results of operations that involve certain risks, uncertainties and assumptions. The Corporation's actual results may differ materially from those anticipated, expected or projected as discussed in forward-looking statements. A discussion of forward-looking statements and factors that might cause such a difference includes those discussed in Part I, "Forward-Looking Statements," Item 1A. "Risk Factors," as well as those within this Management's Discussion and Analysis ("MD&A") of Financial Condition and Results of Operations and elsewhere in this report.

Critical Accounting Policies

The discussion below outlines the Corporation's critical accounting policies. For further information regarding accounting policies, refer to Note 1, "Summary of Significant Accounting Policies" included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K.

In order to prepare the Corporation's financial statements in conformity with U.S. generally accepted accounting principles, management is required to make estimates and assumptions that affect the amounts reported in the Corporation's financial statements. There are uncertainties inherent in making these estimates and assumptions. Certain critical accounting policies could materially affect the results of operations and financial condition of the Corporation should changes in circumstances require a change in related estimates or assumptions. The Corporation has identified the fair value measurement of investment securities available-for-sale and the calculation of the allowance for credit losses on loans and leases as critical accounting policies.

Fair Value Measurement of Investment Securities Available-for-Sale: The Corporation designates its investment securities as held-to-maturity, available-for-sale or trading. Each of these designations affords different treatment on the balance sheet and statement of income for market value changes affecting securities. Should evidence emerge that indicates that management's intent or ability to manage the securities as originally asserted is not supportable, securities with the held-to-maturity or available-for-sale designations may be re-categorized, which may result in adjustments to either the balance sheet or statement of income.

Fair values for securities are determined using independent pricing services and market-participating brokers. The independent pricing service utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information for structured securities, cash flows and, when available, loan performance data. Because many fixed income securities do not trade on a daily basis, the pricing service's evaluated pricing applications apply information as applicable through processes, such as benchmarking of like securities, sector groupings, and matrix pricing, to prepare evaluations. If at any time, the pricing service determines that it does not have sufficient verifiable information to value a particular security, the Corporation will utilize valuations from another pricing service. Management has a sufficient understanding of the third-party service's valuation models, assumptions and inputs used in determining the fair value of securities to enable management to maintain an appropriate system of internal control.

Allowance for Credit Losses on Loan and Leases: The Allowance for Credit Losses ("ACL") on loans and leases uses techniques that estimate losses on pools of loans and leases that share similar risk characteristics and specifically identify losses on individual loans and leases that do not share similar risk characteristics with others. The adequacy of these allowances is sensitive to changes in current and forecasted economic conditions that may affect the ability of borrowers to make contractual payments as well as the value of the collateral securing such payments. Management utilizes a discounted cash flow ("DCF") model to calculate the present value of the expected cash flows for pools of loans and leases that share similar risk characteristics and compares the results of this calculation to the amortized cost basis to determine its allowance for credit loss balance. The key assumptions used in the model are (1) probability of default, (2) loss given default, (3) prepayment and curtailment rates, (4) recovery delay (5) reasonable and supportable economic forecasts, (6) forecast reversion period, (7) expected recoveries on charged-off loans, and (8) discount rate. Although management believes it uses the best information available to establish the ACL, future adjustments to the ACL may be necessary and the Corporation’s results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. While management believes it has established the ACL in conformity with GAAP, our regulators, in reviewing the loan portfolio, may request us to increase our ACL based on judgments different from ours. In addition, because future events affecting borrowers

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and collateral cannot be predicted without uncertainty, the existing ACL may not be adequate or increases may be necessary should the quality of any loans or leases deteriorate or if there are changes to the assumptions noted above. Any material increase in the ACL would adversely affect the Corporation’s financial condition and results of operations.

Economic Factors

At December 31, 2024At December 31, 2023Description of Economic Factors
Prepayment rates11.58%12.62%Average total portfolio rate
Curtailment rates28.21%28.97%Average total portfolio rate
Recovery delay31 months32 monthsAverage across all pools
Economic forecastMoody's downside S2 weighted 60%, Baseline weighted 40%Moody's downside S2 weighted 70%, Baseline weighted 30%Moody's US Macro Forecast Narratives for December 2023 & 2022
Unemployment rates5.42%5.18%Average of 4 quarter forecast period
GDP rates1.12%0.76%Average of 4 quarter forecast period
House price index(1.62)%(1.72)%Average of 4 quarter forecast period

Sensitivity Analysis

The below table indicates the impact to the allowance for credit losses on loans and leases if the factors described below were adjusted in the Corporation's CECL model.

Increase (Decrease) ($)Adjustment Factor
Prepayment rates+/- 2,000If rates were adjusted across all pools by +/-100 basis points
Curtailment rates+/- 425If rates were adjusted across all pools by +/- 100 basis points
Recovery delay+/- 3,600If recovery delays were adjusted by +/- 3 months across all pools
Economic forecast(28,500)If Baseline forecasts were used instead of the weighted Downside/Baseline scenarios
Economic forecast21,800If S2 Downside forecasts were used instead of the weighted Downside/Baseline scenarios
Economic forecast49,000If S3 Downside forecasts were used instead of the weighted Downside/Baseline scenarios
Unemployment rates20,300If rates were increased across all pools by 100 basis points
Unemployment rates(17,400)If rates were decreased across all pools by 100 basis points
GDP rates+/- 2,300If the GDP forecast inputs were adjusted by +/- 100 basis points
House price index+/- 160If the HPI forecast inputs were adjusted by +/- 100 basis points
Reversion period1,100If the reversion period was increased by 2 quarters across all pools
Reversion period(1,200)If the reversion period was decreased by 2 quarters across all pools

Readers of the Corporation’s financial statements should be aware that the estimates and assumptions used in the Corporation’s current financial statements may need to be updated in future financial presentations for changes in circumstances, business or economic conditions in order to fairly represent the condition of the Corporation at that time.

General

The Corporation earns revenues primarily from the margins and fees generated from lending and depository services as well as fee-based income from trust, insurance, mortgage banking, treasury management and investment services. The Corporation seeks to achieve adequate and reliable earnings through business growth while maintaining adequate levels of capital and liquidity and limiting exposure to credit and interest rate risk.

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Selected Financial Data

As of or For the Years Ended December 31,
(Dollars in thousands, except per share data)20242023202220212020
Results of Operations
Interest income$412,355$371,730$252,193$209,731$203,945
Interest expense201,185151,73333,89621,34829,584
Net interest income211,170219,997218,297188,383174,361
Provision (reversal of provision) for credit losses5,93310,77012,198(10,132)40,794
Net interest income after provision for credit losses205,237209,227206,099198,515133,567
Noninterest income88,05576,82477,88583,22478,328
Noninterest expense197,992197,362186,774167,409154,998
Net income before income taxes95,30088,68997,210114,33056,897
Income taxes19,36917,58519,09022,5299,981
Net income$75,931$71,104$78,120$91,801$46,916
Financial Condition at Year End
Cash and cash equivalents$328,844$249,799$152,799$890,150$219,858
Investment securities, net of allowance for credit losses493,978500,623507,562496,989373,176
Net loans and leases held for investment6,739,4926,481,8276,044,2265,238,0935,223,797
Assets8,128,4177,780,6287,222,0167,122,4216,336,496
Deposits6,759,2596,375,7815,913,5266,055,1245,242,715
Borrowings385,442465,067440,401213,980311,421
Shareholders' equity887,301839,208776,500773,794692,472
Per Common Share Data
Average shares outstanding (in thousands)29,21529,43329,39329,40329,244
Earnings per share – basic$2.60$2.42$2.66$3.12$1.60
Earnings per share – diluted2.582.412.643.111.60
Dividends declared per share0.840.840.830.800.60
Book value (at year-end)30.5528.4426.5326.2323.64
Dividends declared to net income32.3%34.8%31.2%25.6%37.4%
Profitability Ratios
Return on average assets0.96%0.94%1.12%1.38%0.78%
Return on average equity8.858.8310.1312.507.02
Average equity to average assets10.8610.6611.0911.0411.12
Efficiency ratio65.766.062.460.960.6
Asset Quality Ratios
Nonaccrual loans and leases to loans and leases held for investment0.19%0.31%0.22%0.63%0.60%
Nonperforming loans and leases to loans and leases held for investment (1)0.190.320.230.630.62
Nonperforming assets to total assets (1)0.410.520.460.480.64
Net charge-offs to average loans and leases outstanding0.060.080.070.10
Allowance for credit losses, loans and leases to total loans and leases held for investment1.281.301.291.351.56
Allowance for credit losses, loans and leases to nonaccrual loans and leases687.54415.97591.66216.57262.03
Allowance for credit losses, loans and leases to nonperforming loans and leases (1)670.55405.43555.27213.37251.01
(1) The Corporation adopted ASU 2022-02 "Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures" effective January 1, 2023, which eliminated the category of troubled debt restructurings. Ratios at December 31, 2022, 2021 and 2020 were restated to exclude troubled debt restructured loans from nonperforming loans and nonperforming assets.

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Executive Overview

The Corporation's consolidated net income, earnings per share and return on average assets and average equity were as follows:

For the Years Ended December 31,Amount of ChangePercent Change
(Dollars in thousands, except per share data)2024202320222024 to 20232023 to 20222024 to 20232023 to 2022
Net income$75,931$71,104$78,120$4,827$(7,016)6.8%(9.0)%
Net income per share:
Basic$2.60$2.42$2.66$0.18$(0.24)7.4(9.0)
Diluted2.582.412.640.17(0.23)7.1(8.7)
Return on average assets0.96%0.94%1.12%2 BP(18) BP2.1(16.1)
Return on average equity8.85%8.83%10.13%2 BP(130) BP0.2(12.8)

2024 Overview

The Corporation reported net income of $75.9 million, or $2.58 diluted earnings per share, for 2024 compared to net income of $71.1 million, or $2.41 diluted earnings per share, for 2023.

The financial results for the year ended December 31, 2024 included a $3.4 million net gain ($2.7 million after-tax), or $0.09 diluted earnings per share, generated from the sale of mortgage servicing rights associated with $591.1 million of serviced loans. Additionally, the financial results for the year ended December 31, 2024 included bank owned life insurance ("BOLI") death benefit claims of $241 thousand, or $0.01 diluted earnings per share.

2023 Overview

The Corporation reported net income of $71.1 million, or $2.41 diluted earnings per share, for 2023 compared to net income of $78.1 million, or $2.64 diluted earnings per share, for 2022.

The financial results for the year ended December 31, 2023 included $1.5 million in restructuring charges, or $0.04 diluted earnings per share, associated with the Corporation's financial service center optimization and expense management strategies deployed in response to macroeconomic headwinds.

Results of Operations

Net Interest Income

Net interest income is the difference between interest earned primarily on loans, leases and investment securities and interest paid on deposits, borrowings, long-term debt and subordinated notes. Net interest income is the principal source of the Corporation's revenue. Table 1 presents the Corporation's average balances, tax-equivalent interest income, interest expense, tax-equivalent yields earned on average assets, cost of average liabilities, and shareholders' equity on a tax-equivalent basis for the years ended December 31, 2024, 2023 and 2022. The tax-equivalent net interest margin is tax-equivalent net interest income as a percentage of average interest-earning assets. The tax-equivalent net interest spread represents the weighted average tax-equivalent yield on interest-earning assets less the weighted average cost of interest-bearing liabilities. The effect of net interest-free funding sources represents the effect on the net interest margin of net funding provided by noninterest-earning assets, noninterest-bearing liabilities and shareholders' equity. Table 2 analyzes the changes in the tax-equivalent net interest income for the periods broken down by their rate and volume components.

2024 versus 2023

Reported net interest income for the year ended December 31, 2024 was $211.2 million, a decrease of $8.8 million, or 4.0%, from the prior year. Net interest income, on a tax-equivalent basis, for the year ended December 31, 2024 was $212.3 million, a decrease of $8.9 million, or 4.0%, from the prior year. An increase in interest income of $40.6 million, driven by increases in asset yields, including loan and investment yields, and increases in the average balance of average interest-earning assets was outpaced by an increase in interest expense of $49.5 million, which was largely driven by an increase in the cost of, and the average balances of, interest-bearing deposits. The net interest margin on a tax-equivalent basis for the year ended

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December 31, 2024 was 2.86% compared to 3.12% for 2023. The net interest margin decrease was attributable to the increase in interest rates and the liability sensitivity of the Corporation's balance sheet.

2023 versus 2022

Reported net interest income for the year ended December 31, 2023 was $220.0 million, an increase of $1.7 million, or 0.8%, from the prior year. Net interest income, on a tax-equivalent basis, for the year ended December 31, 2023 was $221.2 million, an increase of $1.0 million, or 0.4%, from the prior year. An increase in interest income of $118.8 million, which was driven by increases in asset yields, including loans and investments, due to the rising interest rate environment and increases in average interest-earning assets, was offset by an increase of $117.8 million in the cost of interest-bearing liabilities, due to the rising interest rate environment and increases in the average balance of higher-costing time deposits and money market savings accounts. The net interest margin on a tax-equivalent basis for the year ended December 31, 2023 was 3.12% compared to 3.38% for 2022. The net interest margin decrease was attributable to the increase in interest rates and the liability sensitivity of the Corporation's balance sheet, offset by an increase in the yield and average balance of interest-earning assets.

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Table 1—Average Balances and Interest Rates—Tax-Equivalent Basis

For the Years Ended December 31,
202420232022
(Dollars in thousands)Average BalanceIncome/ ExpenseAverage RateAverage BalanceIncome/ ExpenseAverage RateAverage BalanceIncome/ ExpenseAverage Rate
Assets:
Interest-earning deposits with other banks$220,356$11,1935.08%$130,309$6,6605.11%$325,875$1,9200.59%
U.S. government obligations1,929402.07
Obligations of states and political subdivisions*1,447332.282,282622.722,302713.08
Other debt and equity securities495,60414,9093.01505,34314,2252.81510,96111,3922.23
Federal Home Loan Bank, Federal Reserve Bank and other stock38,6472,9127.5340,0922,8697.1627,7841,6275.86
Total interest-earning deposits, investments and other interest-earning assets756,05429,0473.84678,02623,8163.51868,85115,0501.73
Commercial, financial and agricultural loans972,21369,9217.19991,50567,4876.81963,75543,8614.55
Real estate—commercial and construction loans3,587,147207,0535.773,483,576188,6445.423,060,689127,9064.18
Real estate—residential loans1,670,12682,3444.931,505,79970,3494.671,219,27547,4723.89
Loans to individuals26,6462,1618.1127,0632,0117.4326,6421,3254.97
Tax-exempt loans and leases232,02010,1574.38232,5019,5974.13236,8589,7034.10
Lease financings189,05412,8456.79178,22011,0256.19144,0468,7916.10
Gross loans and leases6,677,206384,4815.766,418,664349,1135.445,651,265239,0584.23
Total interest-earning assets7,433,260413,5285.567,096,690372,9295.256,520,116254,1083.90
Cash and due from banks57,79958,59357,196
Allowance for credit losses, loans and leases(86,530)(82,474)(72,069)
Premises and equipment, net48,61051,92151,362
Operating lease right-of-use asset29,99031,35130,443
Other assets414,578400,977369,244
Total assets$7,897,707$7,557,058$6,956,292
Liabilities:
Interest-bearing checking deposits$1,191,634$32,8572.76%$1,034,327$23,6682.29%$884,656$5,0100.57%
Money market savings1,801,03580,2174.451,611,16964,1533.981,389,22613,8351.00
Regular savings740,4933,5290.48871,3323,2490.371,056,0191,2690.12
Time deposits1,413,58964,2664.55931,94434,9793.75443,8455,3081.20
Total time and interest-bearing deposits5,146,751180,8693.514,448,772126,0492.833,773,74625,4220.67
Short-term borrowings13,7032491.82148,7767,0954.7760,4681,3892.30
Long-term debt253,73310,9424.31263,8779,4643.5995,0001,2871.35
Subordinated notes149,0079,1256.12148,5079,1256.14105,3565,7985.50
Total borrowings416,44320,3164.88561,16025,6844.58260,8248,4743.25
Total interest-bearing liabilities5,563,194201,1853.625,009,932151,7333.034,034,57033,8960.84
Noninterest-bearing deposits1,380,1781,646,2862,068,086
Operating lease liabilities33,00634,47433,508
Accrued expenses and other liabilities63,31060,69948,629
Total liabilities7,039,6886,751,3912,150,223
Total interest-bearing liabilities and noninterest-bearing deposits ("Cost of Funds")6,943,3722.906,656,2182.286,102,6560.56
Shareholders' Equity:
Common stock157,784157,784157,784
Additional paid-in capital300,644299,804299,121
Retained earnings and other equity399,591348,079314,594
Total shareholders' equity858,019805,667771,499
Total liabilities and shareholders' equity$7,897,707$7,557,058$6,956,292
Net interest income$212,343$221,196$220,212
Net interest spread1.942.223.06
Effect of net interest-free funding sources0.920.900.32
Net interest margin2.86%3.12%3.38%
Ratio of average interest-earning assets to average interest-bearing liabilities133.61%141.65%161.61%

*Obligations of states and political subdivisions are tax-exempt earning assets.

Notes: For rate calculation purposes, average loan and lease categories include deferred fees and costs and purchase accounting adjustments.

Net interest income includes net deferred costs amortization of $2.7 million, $2.1 million and $1.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Nonaccrual loans and leases have been included in the average loan and lease balances. Loans held for sale have been included in the average loan balances.

Tax-equivalent amounts for the years ended December 31, 2024, 2023 and 2022 have been calculated using the Corporation's federal applicable rate of 21%.

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Table 2—Analysis of Changes in Net Interest Income

The rate-volume variance analysis set forth in the table below compares changes in tax-equivalent net interest income for the year ended December 31, 2024 compared to 2023 and for the year ended December 31, 2023 compared to 2022, indicated by their rate and volume components. The change in interest income/expense due to both volume and rate has been allocated proportionately.

For the Years Ended December 31, 2024 Versus 2023For the Years Ended December 31, 2023 Versus 2022
(Dollars in thousands)Volume ChangeRate ChangeTotalVolume ChangeRate ChangeTotal
Interest income:
Interest-earning deposits with other banks$4,572$(39)$4,533$(1,796)$6,536$4,740
U.S. government obligations(40)(40)
Obligations of states and political subdivisions(20)(9)(29)(1)(8)(9)
Other debt and equity securities(285)969684(125)2,9582,833
Federal Home Loan Bank, Federal Reserve Bank and other stock(104)147438284141,242
Interest on deposits, investments and other interest-earning assets4,1631,0685,231(1,134)9,9008,766
Commercial, financial and agricultural loans(1,319)3,7532,4341,29522,33123,626
Real estate—commercial and construction loans5,80412,60518,40919,30041,43860,738
Real estate—residential loans7,9434,05211,99512,34410,53322,877
Loans to individuals(31)18115021665686
Tax-exempt loans and leases(20)580560(178)72(106)
Lease financings7021,1181,8202,1031312,234
Interest and fees on loans and leases13,07922,28935,36834,88575,170110,055
Total interest income17,24223,35740,59933,75185,070118,821
Interest expense:
Interest-bearing checking deposits3,9115,2789,18999017,66818,658
Money market savings8,0248,04016,0642,56047,75850,318
Regular savings(549)829280(256)2,2361,980
Time deposits20,7308,55729,28710,11819,55329,671
Total time and interest-bearing deposits32,11622,70454,82013,41287,215100,627
Short-term borrowings(4,072)(2,774)(6,846)3,2882,4185,706
Long-term debt(373)1,8511,4784,2293,9488,177
Subordinated notes2,5917363,327
Interest on borrowings(4,445)(923)(5,368)10,1087,10217,210
Total interest expense27,67121,78149,45223,52094,317117,837
Net interest income$(10,429)$1,576$(8,853)$10,231$(9,247)$984

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Provision for Credit Losses

The provision for credit losses for the years ended December 31, 2024, 2023 and 2022 was $5.9 million, $10.8 million and $12.2 million, respectively. Net loan and lease charge-offs for the years ended December 31, 2024, 2023, and 2022 were $3.8 million, $5.4 million and $3.9 million, respectively. The year ended December 31, 2023 included $2.4 million in charge-offs related to two nonaccrual commercial loans to one borrower. The following table details information pertaining to the Corporation's allowance for credit losses on loans and leases as a percentage of loans and leases held for investment at the dates indicated.

At December 31,
(Dollars in thousands)202420232022
Allowance for credit losses, loans and leases$87,091$85,387$79,004
Loans and leases held for investment6,826,5836,567,2146,123,230
Allowance for credit losses, loans and leases / loans and leases held for investment1.28%1.30%1.29%

Noninterest Income

The following table presents noninterest income for the years ended December 31, 2024, 2023 and 2022:

For the Years Ended December 31,$ Change% Change
(Dollars in thousands)2024202320222024 to 20232023 to 20222024 to 20232023 to 2022
Trust fee income$8,491$7,732$7,743$759$(11)9.8%(0.1)%
Service charges on deposit accounts8,0827,0486,1751,03487314.714.1
Investment advisory commission and fee income21,20818,86419,7482,344(884)12.4(4.5)
Insurance commission and fee income22,34921,04319,0651,3061,9786.210.4
Other service fee income14,74712,38112,4252,366(44)19.1(0.4)
Bank owned life insurance income3,8613,1853,787676(602)21.2(15.9)
Net gain on sales of investment securities183018(30)N/MN/M
Net gain on mortgage banking activities5,2653,6894,4121,576(723)42.7(16.4)
Other income4,0342,8824,5001,152(1,618)40.0(36.0)
Total noninterest income$88,055$76,824$77,885$11,231$(1,061)14.6%(1.4)%

2024 versus 2023

Noninterest income for the year ended December 31, 2024 was $88.1 million, an increase of $11.2 million, or 14.6%, compared to 2023.

Other service fee income increased $2.4 million, or 19.1%, for the year ended December 31, 2024, primarily due to the net gain of $3.4 million generated from the sale of mortgage servicing rights associated with $591.1 million of serviced loans in the first quarter of 2024, partially offset by a $966 thousand decrease in servicing fees associated with these loans. Investment advisory commission and fee income increased $2.3 million, or 12.4%, for the year ended December 31, 2024, primarily due to increased assets under management and supervision driven by new business and market appreciation. Net gain on mortgage banking activities increased $1.6 million, or 42.7%, for the year ended December 31, 2024, primarily due to increased salable volume and favorable margins. Insurance commission and fee income increased $1.3 million, or 6.2%, for the year ended December 31, 2024, primarily due to increases of $1.0 million in premiums for commercial lines and $435 thousand in contingent commission income. Service charges on deposit accounts increased $1.0 million, or 14.7%, for the year ended December 31, 2024, primarily due to an increase of $950 thousand in treasury management fees.

Other income increased $1.2 million, or 40.0%, for the year ended December 31, 2024. Gains on the sale of Small Business Administration loans increased $1.9 million due to increased sale volume, partially offset by a $605 thousand decrease in interest rate swap income due to decreased demand.

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2023 versus 2022

Noninterest income for the year ended December 31, 2023 was $76.8 million, a decrease of $1.1 million, or 1.4%, compared to 2022.

Investment advisory commission and fee income decreased $884 thousand, or 4.5%, for the year ended December 31, 2023 primarily due a $1.2 million adjustment recorded in the fourth quarter of 2022 for previously unrecorded revenue. Net gain on mortgage banking activities decreased $723 thousand, or 16.4%, for the year ended December 31, 2023, primarily due to a contraction of gain on sale margins. Bank owned life insurance income decreased $602 thousand, or 15.9%, for the year ended December 31, 2023, primarily due to death benefit claims of $965 thousand recorded during 2022. Other income decreased $1.6 million, or 36.0%, for the year ended December 31, 2023, primarily due to a $1.7 million decrease in interest rate swap income.

Insurance commission and fee income increased $2.0 million, or 10.4%, for the year ended December 31, 2023, primarily due to increases of $1.4 million in premiums for group life and health and commercial lines and $595 thousand in contingent commission income. Service charges on deposits accounts increased $873 thousand, or 14.1%, for the year ended December 31, 2023, primarily due to an increase of $962 thousand in treasury management fees.

Noninterest Expense

The following table presents noninterest expense for the years ended December 31, 2024, 2023 and 2022:

For the Years Ended December 31,$ Change% Change
(Dollars in thousands)2024202320222024 to 20232023 to 20222024 to 20232023 to 2022
Salaries, benefits and commissions$123,745$120,188$115,806$3,557$4,3823.0%3.8%
Net occupancy11,02510,68610,1933394933.24.8
Equipment4,4534,1323,9043212287.85.8
Data processing16,95616,79915,2151571,5840.910.4
Professional fees6,4027,1419,332(739)(2,191)(10.3)(23.5)
Marketing and advertising2,1732,1802,462(7)(282)(0.3)(11.5)
Deposit insurance premiums4,4324,8253,075(393)1,750(8.1)56.9
Intangible expenses6949381,293(244)(355)(26.0)(27.5)
Restructuring charges1,519184(1,519)1,335N/M725.5
Other expense28,11228,95425,310(842)3,644(2.9)14.4
Total noninterest expense$197,992$197,362$186,774$630$10,5880.3%5.7%

2024 versus 2023

Noninterest expense for the year ended December 31, 2024 was $198.0 million, an increase of $630 thousand, or 0.3%, compared to 2023.

Salaries, benefits and commissions increased $3.6 million, or 3.0%, for the year ended December 31, 2024, primarily due to an increase in incentive compensation due to increased profitability in the current year.

Professional fees decreased $739 thousand, or 10.3%, for the year ended December 31, 2024, primarily due to a decrease of $1.0 million of consulting fees due to the costs of implementing our digital initiative in the prior year. Other expense decreased $842 thousand, or 2.9%, primarily driven by decreases in retirement plan costs of $857 thousand. Additionally, the year ended December 31, 2023 included $1.5 million in restructuring charges associated with the Corporation's financial service center optimization and expense management strategies deployed in response to macroeconomic headwinds.

2023 versus 2022

Noninterest expense for the year ended December 31, 2023 was $197.4 million, an increase of $10.6 million, or 5.7%, compared to 2022.

Salaries, benefits and commissions increased $4.4 million, or 3.8%, for the year ended December 31, 2023. This increase reflects our expansion into Maryland and Western Pennsylvania, increased medical claims expense and reduced capitalized

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compensation, driven by lower loan production. These increases were partially offset by decreases due to the staff reduction that was announced during the second quarter of 2023 and a reduction in incentive compensation due to decreased profitability in the current year.

Deposit insurance premiums increased $1.8 million, or 56.9%, for the year ended December 31, 2023, primarily driven by an increased industry-wide assessment rate and an increase in our assessment base. Data processing expense increased $1.6 million, or 10.4%, for the year ended December 31, 2023, primarily due to continued investments in technology and general price increases. Restructuring charges increased $1.3 million, or 725.5%, for the year ended December 31, 2023, associated with the Corporation's financial service center optimization and expense management strategies deployed in response to macroeconomic headwinds.

Other expense increased $3.6 million, or 14.4%, primarily driven by increases in retirement plan costs of $1.6 million as a result of the current interest rate environment. Other increases included $604 thousand of loan processing and workout fees, $286 thousand in insurance expense and $193 thousand in interchange expense. Federal Home Loan Bank letter of credit fees increased $389 thousand due to increased public funds deposits and related collateral costs. Bank Shares tax expense increased $206 thousand driven by year over year growth of the Bank's Shareholders' Equity.

Professional fees decreased $2.2 million, or 23.5%, for the year ended December 31, 2023. In 2022, the Corporation incurred $3.0 million of consulting fees in support of our digital transformation initiative.

Tax Provision

The provision for income taxes was $19.4 million, $17.6 million and $19.1 million for the years ended December 31, 2024, 2023 and 2022, respectively, at effective rates of 20.3%, 19.8% and 19.6%, respectively. The effective tax rates reflected the benefits of tax-exempt income from investments in municipal securities and loans and leases. Excluding this impact, the effective tax rates were 22.1%, 21.7% and 21.3% for the years ended December 31, 2024, 2023 and 2022. The increase in the effective tax rate for 2024 compared to 2023 was primarily due to increases in state tax rates and the impact of stock-based compensation during the year.

Financial Condition

ASSETS

The following table presents assets at the dates indicated:

At December 31,
(Dollars in thousands)20242023$ Change% Change
Cash and cash equivalents$328,844$249,799$79,04531.6%
Investment securities, net of allowance for credit losses493,978500,623(6,645)(1.3)
Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost38,98040,499(1,519)(3.8)
Loans held for sale16,65311,6375,01643.1
Loans and leases held for investment6,826,5836,567,214259,3693.9
Allowance for credit losses, loans and leases(87,091)(85,387)(1,704)2.0
Premises and equipment, net46,67151,441(4,770)(9.3)
Operating lease right-of-use asset28,53131,795(3,264)(10.3)
Goodwill and other intangibles, net183,819186,460(2,641)(1.4)
Bank owned life insurance139,351131,3448,0076.1
Accrued interest receivable and other assets112,09895,20316,89517.7
Total assets$8,128,417$7,780,628$347,7894.5%

Cash and Interest-Earning Deposits

Cash and interest-earning deposits increased $79.0 million, or 31.6%, from December 31, 2023, primarily due to increased interest-earning deposits at the Federal Reserve Bank of $82.5 million due to increases in deposits outpacing loan growth, partially offset by the repayment of long-term debt.

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Investment Securities

Total investment securities at December 31, 2024 decreased $6.6 million, or 1.3%, from December 31, 2023. Maturities and pay-downs of $69.8 million, sales of $5.4 million net amortization of purchased premiums and discounts of $1.1 million, decreases in the fair value of available-for-sale investment securities of $1.0 million and a provision for credit losses of $108 thousand were partially offset by purchases of $70.7 million, which were primarily residential mortgage-backed securities.

Table 3—Investment Securities

The following table shows the carrying amount of investment securities, net of allowance for credit losses, at the dates indicated. Held-to-maturity, available-for-sale and equity security portfolios are combined.

At December 31,
(Dollars in thousands)202420232022
State and political subdivisions$1,295$2,301$2,285
Residential mortgage-backed securities417,492410,329418,115
Collateralized mortgage obligations1,6852,0012,322
Corporate bonds71,00082,69982,261
Equity securities2,5063,2932,579
Total investment securities$493,978$500,623$507,562

Table 4—Investment Securities (Yields)

The following table shows the maturity distribution and weighted average yields of investment securities at amortized cost at December 31, 2024. Expected maturities may differ from contractual maturities because debt issuers may have the right to call or prepay obligations without call or prepayment penalties. Therefore, the stated yield may not be recognized in future periods. Additionally, residential mortgage-backed securities, which are collateralized by residential mortgage loans, typically prepay at a rate faster than the stated maturity. The weighted average yield is calculated by dividing income, which has not been tax effected on tax-exempt obligations, within each contractual maturity range by the outstanding amount of the related investment. Held-to-maturity and available-for-sale portfolios are combined, net of allowance for credit losses.

1 Year or lessAfter 1 Year to 5 YearsAfter 5 Years to 10 YearsAfter 10 Years
(Dollars in thousands)Amortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average Yield
State and political subdivisions$1,3002.10%$%$%$%
Residential mortgage-backed securities202.811,4122.4621,4692.71433,9142.80
Collateralized mortgage obligations1552.621,6631.60
Corporate bonds5,9052.6810,9242.6860,0003.94
Total held-to- maturity and available-for-sale investment securities$7,2252.58%$12,4912.66%$81,4693.62%$435,5772.80%

At December 31, 2024, the Corporation had no reportable investments in any single issuer representing more than 10% of shareholders' equity.

Loans and Leases

Gross loans and leases held for investment at December 31, 2024 increased $259.4 million, or 3.9%, from December 31, 2023. The growth in gross loans and leases held for investment was primarily due to increases in commercial, commercial real estate and residential mortgage loans, partially offset by a decrease in construction loans.

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Table 5—Loan and Lease Maturities and Sensitivity to Changes in Interest Rates

The following table presents the maturity schedule of the loan and lease portfolio at December 31, 2024. Loans with variable rates or floating interest rates include adjustable rate instruments that may have longer than one month, and in some instances, multiple years of a fixed rate interest period.

(Dollars in thousands)TotalDue in One Year or LessDue after One Year to Five YearsDue After Five Years to Fifteen YearsDue After Fifteen Years
Loans and leases with fixed predetermined interest rates:
Commercial, financial and agricultural$234,856$13,005$188,592$25,983$7,276
Real estate-commercial1,442,660259,7271,109,55563,8699,509
Real estate-construction65,50915,66643,8671665,810
Real estate-residential secured for business purpose213,73543,798162,8137,124
Real estate-residential secured for personal purpose60,3361,4719,16713,93535,763
Real estate-home equity secured for personal purpose7,3257135266,086
Loans to individuals9,7235,5213,662303237
Lease financings244,6616,809223,07014,782
Loans and leases with fixed predetermined interest rates$2,278,805$346,710$1,741,252$132,248$58,595
Loans and leases with variable or floating interest rates:
Commercial, financial and agricultural$802,979$694,980$87,110$20,889$
Real estate-commercial2,087,7911,201,642874,78311,366
Real estate-construction208,974130,25623,20955,509
Real estate-residential secured for business purpose322,36065,000256,1481,212
Real estate-residential secured for personal purpose934,63626,911104,111803,614
Real estate-home equity secured for personal purpose179,511178,865646
Loans to individuals11,52711,379348331
Loans with variable or floating interest rates$4,547,778$2,309,033$1,346,041$892,673$31
Total gross loans and leases held for investment$6,826,583$2,655,743$3,087,293$1,024,921$58,626

Asset Quality

The Bank's strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing prompt attention to potential problem loans and leases. Performance of the loan and lease portfolio is monitored on a regular basis by Bank management and lending officers.

Nonaccrual loans and leases are loans or leases for which it is probable that not all principal and interest payments due will be collectible in accordance with the original contractual terms. Factors considered by management in determining accrual status include payment status, borrower cash flows, collateral value and the probability of collecting scheduled principal and interest payments when due.

At December 31, 2024, nonaccrual loans and leases were $12.7 million and had a related allowance for credit losses on loans and leases of $1.9 million. At December 31, 2023, nonaccrual loans and leases were $20.5 million and had a related allowance for credit losses on loans and leases of $1.8 million. During the year, two nonaccrual modified construction loans to one borrower totaling $6.1 million were paid-off. At December 31, 2023, these loans had an individual reserve of $1.1 million. Individual reserves have been established based on current facts and management's judgments about the ultimate outcome of these credits, including the most recent known data available on any related underlying collateral and the borrower's cash flows. The amount of the individual reserve needed for these credits could change in future periods subject to changes in facts and judgments related to these credits.

Net loan and lease charge-offs for the year ended December 31, 2024 were $3.8 million compared to net loan and lease charge-offs of $5.4 million for the year ended December 31, 2023. Net charge-offs for the year ended December 31, 2023 included $2.4 million of charge-offs recorded against two nonaccrual commercial loans to one borrower.

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Other real estate owned was $20.1 million at December 31, 2024, compared to $19.0 million at December 31, 2023. During the year ended December 31, 2024, one residential real estate property with a carrying value of $156 thousand and one commercial real estate property with a carrying value of $252 thousand were transferred to OREO. Additionally, during the year ended December 31, 2024, $824 thousand in capitalized costs were recorded related to an existing property. Repossessed assets were $76 thousand at December 31, 2024. During the year ended December 31, 2024, repossessed assets totaling $68 thousand were sold. The Corporation had no repossessed assets at December 31, 2023.

Table 6—Nonaccrual and Past Due Loans and Leases; Other Real Estate Owned; Repossessed Assets; and Related Ratios

The following table details information pertaining to the Corporation's nonperforming assets at the dates indicated.

At December 31,
(Dollars in thousands)202420232022
Nonaccrual loans held for sale$$8$
Nonaccrual loans and leases held for investment12,66720,51913,353
Accruing loans and leases, 90 days or more past due321534875
Total nonperforming loans and leases$12,988$21,061$14,228
Other real estate owned20,14119,03219,258
Repossessed assets76
Total nonperforming assets$33,205$40,093$33,486
Loans and leases held for investment$6,826,583$6,567,214$6,123,230
Allowance for credit losses, loans and leases87,09185,38779,004
Nonaccrual loans and leases with partial charge-offs273814928
Life-to-date partial charge-offs on nonaccrual loans and leases649885448
Reserves on individually analyzed loans1,9451,7872,765
Allowance for credit losses, loans and leases / loans and leases held for investment1.28%1.30%1.29%
Nonaccrual loans and leases / loans and leases held for investment0.19%0.31%0.22%
Allowance for credit losses, loans and leases / nonaccrual loans and leases687.54%415.97%591.66%

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Table 7—Loan Portfolio Overview

The following table provides summarized detail related to outstanding commercial loan balances segmented by industry description as of December 31, 2024:

(Dollars in thousands)December 31, 2024
Industry DescriptionTotal Outstanding Balance% of Commercial Loan Portfolio
CRE - Retail$463,8828.6%
Animal Production393,9027.3
CRE - Multi-family344,1696.4
CRE - Office294,3315.5
CRE - 1-4 Family Residential Investment287,6905.3
CRE - Industrial / Warehouse255,2324.7
Hotels & Motels (Accommodation)198,8153.7
Specialty Trade Contractors191,8963.6
Nursing and Residential Care Facilities176,1303.3
Education170,4873.2
Motor Vehicle and Parts Dealers147,5802.7
Merchant Wholesalers, Durable Goods138,6332.6
Repair and Maintenance132,9502.5
Homebuilding (tract developers, remodelers)129,0312.4
Crop Production111,6282.1
CRE - Mixed-Use - Residential111,5902.1
Wood Product Manufacturing98,6291.8
Food Services and Drinking Places87,7651.6
Administrative and Support Services78,6561.5
Fabricated Metal Product Manufacturing76,6111.4
Religious Organizations, Advocacy Groups74,0111.4
Real Estate Lenders, Secondary Market Financing70,7481.3
Personal and Laundry Services70,5951.3
Amusement, Gambling, and Recreation Industries68,9901.3
CRE - Mixed-Use - Commercial67,1871.2
Miniwarehouse / Self-Storage65,0181.2
Merchant Wholesalers, Nondurable Goods63,6621.2
Private Equity & Special Purpose Entities (except 52592)56,1861.0
Truck Transportation55,6791.0
Food Manufacturing50,7710.9
Industries with $50 million in outstandings$4,532,45484.3%
Industries with $50 million in outstandings$846,41015.7%
Total Commercial Loans$5,378,864100.0%
Consumer Loans and Lease FinancingsTotal Outstanding Balance
Real Estate-Residential Secured for Personal Purpose$994,972
Real Estate-Home Equity Secured for Personal Purpose186,836
Loans to Individuals21,250
Lease Financings244,661
Total Consumer Loans and Lease Financings$1,447,719
Total$6,826,583

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Table 8—Summary of Loan and Lease Loss Experience

The following table presents average loans and leases and loan and lease loss experience for the periods indicated.

For the Years Ended December 31,
202420232022
(Dollars in thousands)Average LoansNet Charge-offs (Recoveries)Net Charge-offs (Recoveries) to Average LoansAverage LoansNet Charge-offs (Recoveries)Net Charge-offs (Recoveries) to Average LoansAverage LoansNet Charge-offs (Recoveries)Net Charge-offs (Recoveries) to Average Loans
Commercial, financial and agricultural$1,035,684$2,3290.22%$1,056,025$4,5100.43%$1,034,106$3230.03%
Real estate-commercial3,367,837213,182,965372,863,5803,2760.11
Real estate-construction329,2185000.15414,5672060.05312,024
Real estate-residential secured for business purpose528,631(235)(0.04)505,240(135)(0.03)427,849(55)(0.01)
Real estate-residential secured for personal purpose960,915(134)(0.01)826,943626,102
Real estate-home equity secured for personal purpose180,579(46)(0.03)175,3952168,289(38)(0.02)
Loans to individuals26,6458283.1127,0634261.5726,6421790.67
Lease financings247,6975390.22230,4663510.15192,6732100.11
Total$6,677,206$3,8020.06%$6,418,664$5,3970.08%$5,651,265$3,8950.07%

During the year ended December 31, 2023, the Corporation recorded charge-offs of $2.4 million related to two nonaccrual commercial loans to one borrower totaling $5.9 million. During the year ended December 31, 2022, the Corporation recorded charge-offs of $3.3 million related to two commercial real estate loans totaling $5.8 million.

Table 9—Allowance for Credit Losses On Loans and Leases

The following table summarizes the allocation of the allowance for credit losses on loans and leases, and the percentage of loans and leases in each major loan category to total loans and leases held for investment at the dates indicated.

At December 31,
20242023
(Dollars in thousands)ACL% of ACL to Total ACL% of Loans to Total LoansACL% of ACL to Total ACL% of Loans to Total Loans
Commercial, financial and agricultural$16,07918.5%15.2%$13,69916.0%15.1%
Real estate-commercial46,86753.851.745,84953.750.3
Real estate-construction4,9245.74.06,5437.76.0
Real estate-residential secured for business purpose7,4918.67.98,69210.27.9
Real estate-residential secured for personal purpose7,2228.314.66,3497.413.8
Real estate-home equity secured for personal purpose1,7062.02.71,2891.52.7
Loans to individuals3420.40.33920.50.4
Lease financings2,4602.83.62,5743.03.8
Total$87,091100.0%100.0%$85,387100.0%100.0%

At December 31, 2024, the allowance for credit losses on individually analyzed loans was $1.9 million, or 16.1% of the balance of individually analyzed loans of $12.1 million. At December 31, 2023, the allowance for credit losses on individually analyzed loans was $1.8 million, or 8.6% of the balance of individually analyzed loans of $20.7 million.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets have been recorded on the books of the Corporation in connection with acquisitions. There was no impairment of goodwill or identifiable intangibles recorded during 2022 through 2024. There can be no assurance that future impairment assessments or tests will not result in a charge to earnings.

Bank Owned Life Insurance

The Bank purchases bank owned life insurance to protect itself against the loss of key employees due to death and to offset

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or finance the Corporation's future costs and obligations to employees under its benefits plans. Bank owned life insurance increased $8.0 million, or 6.1%, from December 31, 2023, primarily due to $5.7 million of policies purchased during the first quarter of 2024.

LIABILITIES

The following table presents liabilities at the dates indicated:

At December 31,
(Dollars in thousands)20242023$ Change% Change
Deposits$6,759,259$6,375,781$383,4786.0%
Short-term borrowings11,1816,3064,87577.3
Long-term debt225,000310,000(85,000)(27.4)
Subordinated notes149,261148,7615000.3
Operating lease liabilities31,48534,851(3,366)(9.7)
Accrued interest payable and other liabilities64,93065,721(791)(1.2)
Total liabilities$7,241,116$6,941,420$299,6964.3%

Deposits

Total deposits increased $383.5 million, or 6.0%, from December 31, 2023, primarily due to increases in consumer, commercial, brokered and public funds deposits. At December 31, 2024, noninterest-bearing deposits totaled $1.4 billion and represented 20.9% of total deposits, compared to $1.5 billion representing 23.0% at December 31, 2023. Unprotected deposits, which excludes insured, internal, and collateralized deposit accounts, totaled $1.5 billion at December 31, 2024 and 2023. This represented 22.0% of total deposits at December 31, 2024, down from 23.3% at December 31, 2023.

Table 10—Deposits

The following table summarizes the average amount of deposits for the periods indicated:

For the Years Ended December 31,
(Dollars in thousands)202420232022
Noninterest-bearing deposits$1,380,178$1,646,286$2,068,086
Interest-bearing checking deposits1,191,6341,034,327884,656
Money market savings1,801,0351,611,1691,389,226
Regular savings740,493871,3321,056,019
Time deposits1,413,589931,944443,845
Total average deposits$6,526,929$6,095,058$5,841,832

At December 31, 2024 and 2023, the Corporation had $3.2 billion and $3.0 billion, respectively, in uninsured deposits in excess of the FDIC insurance limit of $250,000. At December 31, 2024 and 2023, the Corporation had $276.0 million and $187.0 million, respectively, in time deposits in excess of $250,000 maturing disclosed in the table below. Brokered deposits in the amount of $360.0 million and $305.4 million at December 31, 2024 and December 31, 2023, respectively, are not included in time deposits more than $250,000.

(Dollars in thousands)For the Years Ended December 31,
Maturity Period20242023
Due Three Months or Less$76,621$40,475
Due Over Three Months to Six Months94,29030,090
Due Over Six Months to Twelve Months81,33847,709
Due Over Twelve Months23,73468,681
Total$275,983$186,955

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Borrowings

Total borrowings decreased $79.6 million from December 31, 2023, primarily due to pay-downs of $85.0 million in long-term debt, partially offset by an increase of $4.9 million in customer repurchase agreements. These borrowings were replaced with lower cost deposits during the year.

Short-term borrowings at December 31, 2024 consisted of $11.2 million of customer repurchase agreements. Long-term debt at December 31, 2024 consisted of $225.0 million of FHLB advances and $149.3 million of subordinated notes. At December 31, 2024 and 2023, the Bank had outstanding short-term letters of credit with the FHLB totaling $1.3 billion and $1.1 billion, respectively, which were utilized to collateralize public fund deposits and other secured deposits.

SHAREHOLDERS' EQUITY

The following table presents total shareholders' equity at the dates indicated:

At December 31,
(Dollars in thousands)20242023$ Change% Change
Common stock$157,784$157,784$%
Additional paid-in capital302,829301,0661,7630.6
Retained earnings525,780474,69151,08910.8
Accumulated other comprehensive loss(43,992)(50,646)6,654(13.1)
Treasury stock(55,100)(43,687)(11,413)26.1
Total shareholders' equity$887,301$839,208$48,0935.7%

The increase in shareholders' equity at December 31, 2024 of $48.1 million from December 31, 2023 was primarily related to an increase in retained earnings of $51.1 million. Retained earnings was impacted by net income of $75.9 million, partially offset by $24.6 million in cash dividends paid during the year. Accumulated other comprehensive loss decreased by $6.7 million, which was primarily attributable to an increase in unrecognized actuarial losses related to the Corporation's pension plan of $6.7 million, net of tax. Treasury stock increased by $11.4 million, related to purchases of 802,535 shares on the open market under the stock repurchase plan and buybacks of 1,158 shares related to stock-based incentive plans, at a cost of $18.9 million, offset by $7.5 million of stock issued under the dividend reinvestment plan, employee stock purchase plan, and stock-based incentive plan activity.

Discussion of Segments

The Corporation has three operating segments: Banking, Wealth Management and Insurance. Detailed segment information appears in Note 23, "Segment Reporting" included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K.

The Banking segment reported pre-tax income of $96.1 million in 2024, $90.3 million in 2023 and $93.5 million in 2022. See the section of this Management's Discussion and Analysis under the heading "Results of Operations" and "Financial Condition" for a discussion of the key items impacting the Banking Segment.

The Wealth Management segment reported pre-tax income of $6.1 million in 2024, $5.0 million in 2023 and $7.9 million in 2022. The pre-tax income increase from 2023 was primarily due to new customer relationships and appreciation of assets under management and supervision. The pre-tax income decrease in 2023 as compared to 2022 was primarily due to an increase in employee salary expense as we continued to invest in revenue producing positions, and increases in data processing expense and consulting fees. Wealth Management assets under management and supervision were $5.2 billion as of December 31, 2024, $4.7 billion as of December 31, 2023 and $4.2 billion as of December 31, 2022.

The Insurance segment reported pre-tax income of $5.7 million in 2024, $5.1 million in 2023 and $3.3 million in 2022, which included noninterest income of $22.5 million in 2024, $21.5 million in 2023 and $19.9 million in 2022. The increase in noninterest income in 2024 compared to 2023 was primarily due to increases in revenue from commercial lines of $1.0 million. The increase in noninterest income in 2023 compared to 2022 was primarily due to increases in revenue from commercial lines of $1.0 million and contingent commission income of $600 thousand.

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Capital Adequacy

Capital guidelines assign minimum capital requirements for categories of assets depending on their assigned risks. The components of risk-based capital for the Corporation are Tier 1 and Tier 2.

At December 31, 2024, the Corporation had a Tier 1 risk-based capital ratio of 10.85% and total risk-based capital ratio of 14.19%. At December 31, 2023, the Corporation had a Tier 1 capital ratio of 10.58% and total risk-based capital ratio of 13.90%. The Corporation continues to be in the "well-capitalized" category under regulatory standards. Details on the capital ratios can be found in Note 21, "Regulatory Matters," included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K along with a discussion on dividend and other restrictions.

Asset/Liability Management

The primary functions of Asset/Liability Management are to minimize interest rate risk and to ensure adequate earnings, capital and liquidity while maintaining an appropriate balance between the maturity and rate sensitivity of interest-earning assets and interest-bearing liabilities. Management's objective with regard to interest rate risk is to understand the Corporation's sensitivity to changes in interest rates and develop and implement strategies to minimize volatility while maximizing net interest income.

The Corporation uses gap analysis and earnings at risk simulation modeling to quantify exposure to interest rate risk. The Corporation uses the gap analysis to identify and monitor long-term rate exposure and uses a risk simulation model to measure short-term rate exposure. The Corporation runs various earnings simulation scenarios to quantify the impact of declining or rising interest rates on net interest income over a one-year and two-year horizon. The simulations use expected cash flows and repricing characteristics for all financial instruments at a point in time and incorporate company-developed, market-based assumptions regarding growth, pricing, and optionality such as prepayment speeds. As interest rates increase, fixed-rate assets tend to decrease in value; conversely, as interest rates decline, fixed-rate assets tend to increase in value.

Interest Rate Sensitivity

Interest rate sensitivity is a function of the repricing characteristics of the Corporation's assets and liabilities. Minimizing the balance sheet's maturity and repricing risk is a continual focus in a changing interest rate environment. The Corporation uses a variety of techniques to assist in identifying and evaluating the potential range of risk, including a maturity/repricing gap analysis as well as an Earnings at Risk analysis under various interest rate scenarios.

The gap analysis identifies repricing gaps in the Corporation’s balance sheet. All assets and liabilities are modeled to reflect some level of behavioral optionality, such as prepayments on loans, early call features on investments or potential pricing change and/or product change to interest-bearing deposits. The Corporation projects all non-interest bearing deposits to be considered non-rate sensitive, while utilizing an all-encompassing deposit beta assumption that captures changes in interest expense that may occur as interest rates change or balances shift into other products. These assumptions are based upon historic behavior; however, they are inherently uncertain and thus cannot precisely predict the impact of changes in interest rates. While actual results will differ from simulated results due to customer behavioral change and/or market and regulatory influences, the following models are important tools to guide management.

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Table 11—Interest Rate Sensitivity Gap Analysis

The following table presents the Corporation's gap analysis at December 31, 2024:

(Dollars in thousands)Within Three MonthsAfter Three Months to Twelve MonthsAfter One Year to Five YearsOver Five YearsNon-Rate SensitiveTotal
Assets:
Cash and due from banks$$$$$75,998$75,998
Interest-earning deposits with other banks252,846252,846
Investment securities, net of allowance for credit losses68,80843,688175,867244,527(38,912)493,978
Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost38,98038,980
Loans held for sale10,8425,81116,653
Loans and leases, net of allowance for credit losses2,364,911541,1573,090,062800,774(57,412)6,739,492
Other assets510,470510,470
Total assets$2,697,407$584,845$3,265,929$1,045,301$534,935$8,128,417
Liabilities and shareholders' equity:
Noninterest-bearing deposits$$$$$1,414,635$1,414,635
Interest-bearing demand deposits3,186,5973,186,597
Savings deposits704,321704,321
Time deposits292,878736,693423,3537821,453,706
Borrowings60,442125,000200,000385,442
Other liabilities96,41596,415
Shareholders' equity887,301887,301
Total liabilities and shareholders' equity$4,244,238$861,693$623,353$782$2,398,351$8,128,417
Incremental gap$(1,546,831)$(276,848)$2,642,576$1,044,519$(1,863,416)
Cumulative gap$(1,546,831)$(1,823,679)$818,897$1,863,416
Cumulative gap as a percentage of interest-earning assets(20.7%)(24.5%)11.0%25.0%

The table above indicates that the Corporation holds a greater amount of liabilities that have the opportunity to reprice over assets in the next twelve months. This table is limited as it does not take into consideration the magnitude of the repricing change in relation to interest rate changes. Further, the estimated sensitivities are based upon a number of assumptions, including the timing and magnitude of interest rate changes, prepayments on loans receivable and securities, pricing strategies on loans receivable and deposits, and replacement of asset and liability cash flows. While the assumptions used are bank specific and based on current economic and local market conditions, there is no assurance as to the predictive nature of these conditions, including how customer preferences or competitor influences might change.

Table 12—Net Interest Income - Summary of Earnings at Risk Simulation

Management also performs a simulation of net interest income to measure interest rate exposure. The following table demonstrates the anticipated impact of an instantaneous and parallel interest rate shift, or "shock," to the yield curve on the Corporation's net interest income over the next twelve months. This simulation incorporates the same assumptions noted above and assumes a static balance sheet with no incremental growth in interest-earning assets or interest-bearing liabilities over the next twelve months.

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The changes to net interest income are shown in the below table at December 31, 2024. The results suggest the Corporation's year-end balance sheet is asset sensitive as net interest income is projected to increase in a rising rate environment. Actual results will likely be different than modeled due to numerous factors, including interest rates earned on new loans and investments as well as rates paid on new and existing deposits and new borrowings. The changes to net interest income shown below are in compliance with the Corporation's policy guidelines.

Estimated Change in Net Interest Income Over Next 12 Months
(Dollars in thousands)AmountPercent
Rate shock - Change in interest rates
+300 basis points$16,1635.25%
+200 basis points8,3063.46
+100 basis points5,1632.15
-100 basis points(2,904)(1.21)
-200 basis points(8,780)(3.65)
-300 basis points(29,198)(6.92)

The estimated sensitivities are based upon a number of assumptions, including the timing and magnitude of interest rate changes, prepayments on loans receivable and securities, pricing strategies on loans receivable and deposits, and replacement of asset and liability cash flows. While the assumptions used are bank specific and based on current economic and local market conditions, there is no assurance as to the predictive nature of these conditions, including how customer preferences or competitor influences might change.

Credit Risk

Originating loans exposes the Corporation to credit risk, which is the risk that the principal balance of a loan and any related interest will not be collected due to the inability of the borrower to repay the loan. The Corporation manages credit risk in the loan portfolio through the adherence to consistent and conservative standards and policies established by the senior credit leadership and approved by the Board of Directors. Written loan policies establish underwriting standards, lending limits and other standards or limits as deemed necessary and prudent. While the Corporation has strict underwriting, review, and monitoring procedures in place, they cannot eliminate all of the risks related to these lending activities.

The Corporation's loan review department conducts ongoing, independent reviews of the lending process to ensure adherence to established policies and procedures, monitors compliance with applicable laws and regulations and provides objective measurement of the risk inherent in the loan portfolio.

The Corporation focuses on both assessing the borrower's capacity and willingness to repay and obtaining sufficient collateral. Commercial, financial and agricultural loans are generally secured by the borrower's assets and by personal guarantees. Commercial real estate, construction and residential real estate secured for business purposes loans are originated primarily within the Pennsylvania, Maryland, Delaware and New Jersey market areas at prudent loan-to-value ratios and are often additionally supported by guaranties. Management closely monitors the composition and quality of the total commercial loan portfolio to ensure that any credit concentrations by borrower or industry are identified and managed. See "Risk Factors" included herein under Item 1A for additional information on lending risk related to commercial loans.

The Corporation originates fixed-rate and adjustable-rate residential mortgage loans that are secured by the underlying 1- to 4-family residential properties for personal purposes. Credit risk exposure in this area of lending is minimized by the evaluation of the creditworthiness of the borrower, including debt-to-income ratios, credit scores and adherence to underwriting policies that emphasize conservative loan-to-value ratios of generally no more than 80%. Residential mortgage loans granted in excess of the 80% loan-to-value ratio are generally insured by private mortgage insurance.

Credit risk in the consumer loan portfolio is controlled by strict adherence to underwriting standards that consider debt-to-income levels and the creditworthiness of the borrower and, if secured, collateral values. In the home equity loan portfolio, combined loan-to-value ratios are generally limited to 80%, but may be increased to 85% for the Corporation's strongest profile borrowers. Other credit considerations and compensating factors may warrant higher combined loan-to-value ratios. These loans are included within the portfolio of loans to individuals.

The primary risks that are involved with lease financing receivables are credit underwriting and borrower industry concentrations. The Corporation has strict underwriting, review, and monitoring procedures in place to mitigate these risks.

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Risk also lies in the residual value of the underlying equipment. Residual values are subject to judgments as to the value of the underlying equipment that can be affected by changes in economic and market conditions and the financial viability of the residual guarantors and insurers. To the extent not guaranteed or assumed by a third party, or otherwise insured against, the Corporation bears the risk of ownership of the leased assets. This includes the risk that the actual value of the leased assets at the end of the lease term will be less than the residual value. The Corporation greatly reduces this risk primarily by using $1.00 buyout leases and equipment finance agreements, in which the entire cost of the leased equipment is included in the contractual payments, leaving no residual payment at the end of the lease term for the majority of the lease portfolio.

The Corporation closely monitors delinquencies as another means of maintaining asset quality. Collection efforts begin after a loan payment is missed, by attempting to contact borrowers. If collection attempts fail, the Corporation will proceed to gain control of collateral in a timely manner to minimize losses. While liquidation and recovery efforts continue, officers continue to work with the borrowers, if appropriate, to recover monies owed to the Corporation.

Liquidity

The Corporation, in its role as a financial intermediary, is exposed to certain liquidity risks. Liquidity refers to the Corporation's ability to ensure that sufficient cash flows and liquid assets are available to satisfy demand for loans, deposit withdrawals, repayment of borrowings, certificates of deposit at maturity, operating expenses and capital expenditures. The Corporation manages liquidity risk by measuring and monitoring liquidity sources and estimated funding needs on a daily basis. The Corporation has a contingency funding plan in place to address liquidity needs in the event of an institution-specific or a systemic financial crisis.

The Corporation and its subsidiaries maintain ample ability to meet the liquidity needs of its customers. Our most liquid asset, unencumbered cash and cash equivalents, were $327.8 million and $241.5 million at December 31, 2024 and December 31, 2023, respectively. Unencumbered securities classified as available-for-sale, which provide additional sources of liquidity, totaled $55.4 million and $23.3 million at December 31, 2024 and December 31, 2023, respectively. Further, the Corporation and its subsidiaries had committed borrowing capacity from the Federal Home Loan Bank and Federal Reserve Bank of $3.7 billion and $3.4 billion at December 31, 2024 and December 31, 2023, respectively, of which $2.1 billion and $1.9 billion was available as of December 31, 2024 and December 31, 2023, respectively. The Corporation and its subsidiaries also maintained uncommitted funding sources from correspondent banks of $468.0 million at December 31, 2024 and $369.0 million at December 31, 2023. Future availability under these uncommitted funding sources is subject to the prerogatives of the granting banks and may be withdrawn at will.

Sources of Funds

Core deposits continue to be the largest significant funding source for the Corporation. These deposits are primarily generated from individuals, businesses, public funds and non-profit customers located in our primary service areas. The Corporation faces increased competition for these deposits from a large array of financial market participants, including banks, credit unions, savings institutions, mutual funds, security dealers and others.

As part of its diversified funding strategy, the Corporation also utilizes a mix of short-term and long-term wholesale funding providers. Wholesale funding includes federal funds purchases from correspondent banks, secured borrowing lines from the Federal Home Loan Bank of Pittsburgh and the Federal Reserve Bank of Philadelphia, and brokered deposits and other similar sources.

Cash Requirements

The Corporation has cash requirements for various financial obligations, including contractual obligations and commitments that require cash payments. The most significant contractual obligations, in both the under and over one-year time period, are for the Bank to repay certificates of deposit and short- and long-term borrowings. The Bank anticipates meeting these obligations by utilizing on-balance sheet liquidity and continuing to provide convenient depository and cash management services through its financial center network, thereby replacing these contractual obligations with similar funding sources at rates that are competitive in our market. The Bank will also use borrowings and brokered deposits to meet its obligations.

Commitments to extend credit are the Bank's most significant commitment in both the under and over one-year time periods. These commitments do not necessarily represent future cash requirements in that these commitments often expire without being drawn upon.

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Recent Accounting Pronouncements

For information regarding recent accounting pronouncements, refer to Note 1, "Summary of Significant Accounting Policies" of this Form 10-K.

FY 2023 10-K MD&A

SEC filing source: 0000102212-24-000010.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2024-02-26. Report date: 2023-12-31.

Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations

(All dollar amounts presented in tables are in thousands, except per share data. "BP" equates to "basis points"; "N/M" equates to "not meaningful"; "—" equates to "zero" or "doesn't round to a reportable number"; and "N/A" equates to "not applicable." Certain prior period amounts have been reclassified to conform to the current-year presentation.)

The information contained in this report may contain forward-looking statements, including statements relating to the Corporation and its financial condition and results of operations that involve certain risks, uncertainties and assumptions. The Corporation's actual results may differ materially from those anticipated, expected or projected as discussed in forward-looking statements. A discussion of forward-looking statements and factors that might cause such a difference includes those discussed in Part I, "Forward-Looking Statements," Item 1A. "Risk Factors," as well as those within this Management's Discussion and Analysis ("MD&A") of Financial Condition and Results of Operations and elsewhere in this report.

Critical Accounting Policies

The discussion below outlines the Corporation's critical accounting policies. For further information regarding accounting policies, refer to Note 1, "Summary of Significant Accounting Policies" included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K.

Management, in order to prepare the Corporation's financial statements in conformity with U.S. generally accepted accounting principles, is required to make estimates and assumptions that affect the amounts reported in the Corporation's financial statements. There are uncertainties inherent in making these estimates and assumptions. Certain critical accounting policies could materially affect the results of operations and financial condition of the Corporation should changes in circumstances require a change in related estimates or assumptions. The Corporation has identified the fair value measurement of investment securities available-for-sale and the calculation of the allowance for credit losses on loans and leases as critical accounting policies.

Fair Value Measurement of Investment Securities Available-for-Sale: The Corporation designates its investment securities as held-to-maturity, available-for-sale or trading. Each of these designations affords different treatment on the balance sheet and statement of income for market value changes affecting securities. Should evidence emerge that indicates that management's intent or ability to manage the securities as originally asserted is not supportable, securities with the held-to-maturity or available-for-sale designations may be re-categorized, which may result in adjustments to either the balance sheet or statement of income.

Fair values for securities are determined using independent pricing services and market-participating brokers. The independent pricing service utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information for structured securities, cash flows and, when available, loan performance data. Because many fixed income securities do not trade on a daily basis, the pricing service's evaluated pricing applications apply information as applicable through processes, such as benchmarking of like securities, sector groupings, and matrix pricing, to prepare evaluations. If at any time, the pricing service determines that it does not have sufficient verifiable information to value a particular security, the Corporation will utilize valuations from another pricing service. Management has a sufficient understanding of the third-party service's valuation models, assumptions and inputs used in determining the fair value of securities to enable management to maintain an appropriate system of internal control.

Allowance for Credit Losses on Loan and Leases: The Allowance for Credit Losses ("ACL") on loans and leases uses techniques that estimate losses on pools of loans and leases that share similar risk characteristics and specifically identify losses on individual loans and leases that do not share similar risk characteristics with others. The adequacy of these allowances is sensitive to changes in current and forecasted economic conditions that may affect the ability of borrowers to make contractual payments as well as the value of the collateral securing such payments. Management utilizes a discounted cash flow ("DCF") model to calculate the present value of the expected cash flows for pools of loans and leases that share similar risk characteristics and compares the results of this calculation to the amortized cost basis to determine its allowance for credit loss balance. The key assumptions used in the model are (1) probability of default, (2) loss given default, (3) prepayment and curtailment rates, (4) recovery delay (5) reasonable and supportable economic forecasts, (6) forecast reversion period, (7) expected recoveries on charged-off loans, and (8) discount rate. Although management believes it uses the best information available to establish the ACL, future adjustments to the ACL may be necessary and the Corporation’s results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. While management believes it has established the ACL in conformity with GAAP, our regulators, in reviewing the loan portfolio, may request us to increase our ACL based on judgments different from ours. In addition, because future events affecting borrowers

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and collateral cannot be predicted without uncertainty, the existing ACL may not be adequate or increases may be necessary should the quality of any loans or leases deteriorate or if there are changes to the assumptions noted above. Any material increase in the ACL would adversely affect the Corporation’s financial condition and results of operations.

Economic Factors

At December 31, 2023At December 31, 2022Description of Economic Factors
Prepayment rates12.62%13.41%Average total portfolio rate
Curtailment rates28.97%28.71%Average total portfolio rate
Recovery delay32 months30 monthsAverage across all pools
Economic forecastMoody's downside S2 weighted 70%, Baseline weighted 30%Moody's downside S2 weighted 55%, Baseline weighted 45%Moody's US Macro Forecast Narratives for December 2023 & 2022
Unemployment rates5.18%4.96%Average of 4 quarter forecast period
GDP rates0.76%0.12%Average of 4 quarter forecast period
House price index(1.72)%(3.35)%Average of 4 quarter forecast period

Sensitivity Analysis

The below table indicates the impact to the allowance for credit losses on loans and leases if the factors described below were adjusted in the Corporation's CECL model.

Increase (Decrease) ($)Adjustment Factor
Prepayment rates+/- 1,900If rates were adjusted across all pools by +/-100 basis points
Curtailment rates+/- 450If rates were adjusted across all pools by +/- 100 basis points
Recovery delay+/- 3,500If recovery delays were adjusted by +/- 3 months across all pools
Economic forecast(18,800)If Baseline forecasts were used instead of the weighted Downside/Baseline scenarios
Economic forecast8,700If S2 Downside forecasts were used instead of the weighted Downside/Baseline scenarios
Economic forecast26,500If S3 Downside forecasts were used instead of the weighted Downside/Baseline scenarios
Unemployment rates14,200If rates were increased across all pools by 100 basis points
Unemployment rates(13,000)If rates were decreased across all pools by 100 basis points
GDP rates+/- 830If the GDP forecast inputs were adjusted by +/- 100 basis points
House price index+/- 170If the HPI forecast inputs were adjusted by +/- 100 basis points
Reversion period30If the reversion period was increased by 2 quarters across all pools
Reversion period(440)If the reversion period was decreased by 2 quarters across all pools

Readers of the Corporation’s financial statements should be aware that the estimates and assumptions used in the Corporation’s current financial statements may need to be updated in future financial presentations for changes in circumstances, business or economic conditions in order to fairly represent the condition of the Corporation at that time.

General

The Corporation earns revenues primarily from the margins and fees generated from lending and depository services as well as fee-based income from trust, insurance, mortgage banking, treasury management and investment services. The Corporation seeks to achieve adequate and reliable earnings through business growth while maintaining adequate levels of capital and liquidity and limiting exposure to credit and interest rate risk.

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Selected Financial Data

As of or For the Years Ended December 31,
(Dollars in thousands, except per share data)20232022202120202019
Earnings
Interest income$371,730$252,193$209,731$203,945$214,093
Interest expense151,73333,89621,34829,58444,861
Net interest income219,997218,297188,383174,361169,232
Provision (reversal of provision) for credit losses (1)10,77012,198(10,132)40,7948,511
Net interest income after provision for credit losses209,227206,099198,515133,567160,721
Noninterest income76,82477,88583,22478,32865,422
Noninterest expense197,362186,774167,409154,998146,090
Net income before income taxes88,68997,210114,33056,89780,053
Income taxes17,58519,09022,5299,98114,334
Net income$71,104$78,120$91,801$46,916$65,719
Financial Condition at Year End
Cash and cash equivalents$249,799$152,799$890,150$219,858$125,128
Investment securities, net of allowance for credit losses (2)500,623507,562496,989373,176441,599
Net loans and leases held for investment6,481,8276,044,2265,238,0935,223,7974,351,505
Assets7,780,6287,222,0167,122,4216,336,4965,380,924
Deposits6,375,7815,913,5266,055,1245,242,7154,360,075
Borrowings465,067440,401213,980311,421263,596
Shareholders' equity839,208776,500773,794692,472675,122
Per Common Share Data
Average shares outstanding (in thousands)29,43329,39329,40329,24429,300
Earnings per share – basic$2.42$2.66$3.12$1.60$2.24
Earnings per share – diluted2.412.643.111.602.24
Dividends declared per share0.840.830.800.600.80
Book value (at year-end)28.4426.5326.2323.6423.01
Dividends declared to net income34.8%31.2%25.6%37.4%35.7%
Profitability Ratios
Return on average assets0.94%1.12%1.38%0.78%1.26%
Return on average equity8.8310.1312.507.0210.07
Average equity to average assets10.6611.0911.0411.1212.49
Efficiency ratio66.062.460.960.661.4
Asset Quality Ratios
Nonaccrual loans and leases to loans and leases held for investment0.31%0.22%0.63%0.60%0.88%
Nonperforming loans and leases to loans and leases held for investment (3)0.320.230.630.620.88
Nonperforming assets to total assets (3)0.520.460.480.640.73
Net charge-offs to average loans and leases outstanding0.080.070.100.06
Allowance for credit losses, loans and leases to total loans and leases held for investment1.301.291.351.560.81
Allowance for credit losses, loans and leases to nonaccrual loans and leases415.97591.66216.57262.0391.58
Allowance for credit losses, loans and leases to nonperforming loans and leases (3)405.43555.27213.37251.0191.25
(1) The Corporation adopted CECL effective January 1, 2020. Amounts reported for 2019 were previously referred to as provision for loan and lease losses in prior filings and accounted for under legacy accounting standards.
(2) The Corporation adopted CECL effective January 1, 2020. Investment securities at December 31, 2019 did not include an allowance for credit loss.
(3) The Corporation adopted ASU 2022-02 "Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures" effective January 1, 2023, which eliminated the category of troubled debt restructurings. Ratios at December 31, 2022, 2021, 2020, and 2019 were restated to exclude troubled debt restructured loans from nonperforming loans and nonperforming assets.

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Executive Overview

The Corporation's consolidated net income, earnings per share and return on average assets and average equity were as follows:

For the Years Ended December 31,Amount of ChangePercent Change
(Dollars in thousands, except per share data)2023202220212023 to 20222022 to 20212023 to 20222022 to 2021
Net income$71,104$78,120$91,801$(7,016)$(13,681)(9.0)%(14.9)%
Net income per share:
Basic$2.42$2.66$3.12$(0.24)$(0.46)(9.0)(14.7)
Diluted2.412.643.11(0.23)(0.47)(8.7)(15.1)
Return on average assets0.94%1.12%1.38%(18) BP(26) BP(16.1)(18.8)
Return on average equity8.83%10.13%12.50%(130) BP(237) BP(12.8)(19.0)

2023 Overview

The Corporation reported net income of $71.1 million, or $2.41 diluted earnings per share, for 2023 compared to net income of $78.1 million, or $2.64 diluted earnings per share, for 2022.

The financial results for the year ended December 31, 2023 included $1.5 million in restructuring charges, or $0.04 diluted earnings per share, associated with the Corporation's financial service center optimization and expense management strategies deployed in response to macroeconomic headwinds.

2022 Overview

The Corporation reported net income of $78.1 million, or $2.64 diluted earnings per share, for 2022 compared to net income of $91.8 million, or $3.11 diluted earnings per share, for 2021.

The financial results for the year ended December 31, 2022 included bank owned life insurance ("BOLI") death benefit claims of $977 thousand, or $0.03 diluted earnings per share.

During the year ended December 31, 2022, the Corporation recorded $3.8 million in expenses, or $0.10 diluted earnings per share, related to the development of a comprehensive digital platform, which will blend our core operating systems together and allow Univest to seamlessly deliver existing products and services, digitally, across an expanded footprint.

Results of Operations

Net Interest Income

Net interest income is the difference between interest earned primarily on loans, leases and investment securities and interest paid on deposits, borrowings, long-term debt and subordinated notes. Net interest income is the principal source of the Corporation's revenue. Table 1 presents the Corporation's average balances, tax-equivalent interest income, interest expense, tax-equivalent yields earned on average assets, cost of average liabilities, and shareholders' equity on a tax-equivalent basis for the years ended December 31, 2023, 2022 and 2021. The tax-equivalent net interest margin is tax-equivalent net interest income as a percentage of average interest-earning assets. The tax-equivalent net interest spread represents the weighted average tax-equivalent yield on interest-earning assets less the weighted average cost of interest-bearing liabilities. The effect of net interest-free funding sources represents the effect on the net interest margin of net funding provided by noninterest-earning assets, noninterest-bearing liabilities and shareholders' equity. Table 2 analyzes the changes in the tax-equivalent net interest income for the periods broken down by their rate and volume components.

2023 versus 2022

Reported net interest income for the year ended December 31, 2023 was $220.0 million, an increase of $1.7 million, or 0.8%, from the prior year. Net interest income, on a tax-equivalent basis, for the year ended December 31, 2023 was $221.2 million, an increase of $1.0 million, or 0.4%, from the prior year. An increase in interest income of $118.8 million, which was driven by increases in asset yields, including loans and investments, due to the rising interest rate environment and increases in average interest-earning assets, was offset by an increase of $117.8 million in the cost of interest-bearing liabilities, due to the

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rising interest rate environment and increases in the average balance of higher-costing time deposits and money market savings accounts. The net interest margin on a tax-equivalent basis for the year ended December 31, 2023 was 3.12% compared to 3.38% for 2022. The net interest margin decrease was attributable to the increase in interest rates and the liability sensitivity of the Corporation's balance sheet, offset by an increase in the yield and average balance of interest-earning assets.

2022 versus 2021

Reported net interest income for the year ended December 31, 2022 was $218.3 million, an increase of $29.9 million, or 15.9%, from the prior year. Net interest income, on a tax-equivalent basis, for the year ended December 31, 2022 was $220.2 million, an increase of $29.7 million, or 15.6%, from the prior year. The increase in tax-equivalent net interest income was due to an increase in interest income of $42.2 million, primarily driven by increases in asset yields, including loans and investments, due to the rising interest rate environment, coupled with significant loan growth in commercial, commercial real estate and construction loans, offset by a decrease in PPP loan income of $14.2 million. These increases were offset by an increase of $12.5 million in the cost of interest-bearing deposits, due to the rising interest rate environment. The net interest margin on a tax-equivalent basis for the year ended December 31, 2022 was 3.38% compared to 3.06% for 2021. The net interest margin increase was attributable to loan growth, the rapid increase in interest rates and the asset sensitivity of the Corporation's balance sheet, offset by an increase in cost of funds.

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Table 1—Average Balances and Interest Rates—Tax-Equivalent Basis

For the Years Ended December 31,
202320222021
(Dollars in thousands)Average BalanceIncome/ ExpenseAverage RateAverage BalanceIncome/ ExpenseAverage RateAverage BalanceIncome/ ExpenseAverage Rate
Assets:
Interest-earning deposits with other banks$130,309$6,6605.11%$325,875$1,9200.59%$476,351$6610.14%
U.S. government obligations1,929402.076,9991442.06
Obligations of states and political subdivisions*2,282622.722,302713.085,7022063.61
Other debt and equity securities505,34314,2252.81510,96111,3922.23393,7625,9921.52
Federal Home Loan Bank, Federal Reserve Bank and other stock40,0922,8697.1627,7841,6275.8626,8441,4175.28
Total interest-earning deposits, investments and other interest-earning assets678,02623,8163.51868,85115,0501.73909,6588,4200.93
Commercial, financial and agricultural loans991,50567,4876.81963,75543,8614.551,121,61743,1743.85
Real estate—commercial and construction loans3,483,576188,6445.423,060,689127,9064.182,734,259101,6923.72
Real estate—residential loans1,505,79970,3494.671,219,27547,4723.891,077,95240,0453.71
Loans to individuals27,0632,0117.4326,6421,3254.9726,0621,0183.91
Municipal loans and leases*232,5019,5974.13236,8589,7034.10247,39610,1474.10
Lease financings178,22011,0256.19144,0468,7916.10115,1897,3636.39
Gross loans and leases6,418,664349,1135.445,651,265239,0584.235,322,475203,4393.82
Total interest-earning assets7,096,690372,9295.256,520,116254,1083.906,232,133211,8593.40
Cash and due from banks58,59357,19655,724
Allowance for credit losses, loans and leases(82,474)(72,069)(74,943)
Premises and equipment, net51,92151,36255,875
Operating lease right-of-use asset31,35130,44332,758
Other assets400,977369,244353,896
Total assets$7,557,058$6,956,292$6,655,443
Liabilities:
Interest-bearing checking deposits$1,034,327$23,6682.29%$884,656$5,0100.57%$850,713$2,0070.24%
Money market savings1,611,16964,1533.981,389,22613,8351.001,366,7623,5740.26
Regular savings871,3323,2490.371,056,0191,2690.12983,7521,1140.11
Time deposits931,94434,9793.75443,8455,3081.20498,6386,1781.24
Total time and interest-bearing deposits4,448,772126,0492.833,773,74625,4220.673,699,86512,8730.35
Short-term borrowings148,7767,0954.7760,4681,3892.3016,55280.05
Long-term debt263,8779,4643.5995,0001,2871.3596,5621,3181.36
Subordinated notes148,5079,1256.14105,3565,7985.50137,8967,1495.18
Total borrowings561,16025,6844.58260,8248,4743.25251,0108,4753.38
Total interest-bearing liabilities5,009,932151,7333.034,034,57033,8960.843,950,87521,3480.54
Noninterest-bearing deposits1,646,2862,068,0861,891,330
Operating lease liabilities34,47433,50836,001
Accrued expenses and other liabilities60,69948,62942,781
Total liabilities6,751,3916,184,7931,970,112
Total interest-bearing liabilities and noninterest-bearing deposits ("Cost of Funds")6,656,2182.286,102,6560.565,842,2050.37
Shareholders' Equity:
Common stock157,784157,784157,784
Additional paid-in capital299,804299,121297,189
Retained earnings and other equity348,079314,594279,483
Total shareholders' equity805,667771,499734,456
Total liabilities and shareholders' equity$7,557,058$6,956,292$6,655,443
Net interest income$221,196$220,212$190,511
Net interest spread2.223.062.86
Effect of net interest-free funding sources0.900.320.20
Net interest margin3.12%3.38%3.06%
Ratio of average interest-earning assets to average interest-bearing liabilities141.65%161.61%157.74%

*Obligations of states and political subdivisions and municipal loans and leases are tax-exempt earning assets.

Notes: For rate calculation purposes, average loan and lease categories include deferred fees and costs and purchase accounting adjustments.

Net interest income includes net deferred (costs)/fees (amortization)/accretion of $(2.1) million, $(1.8) million and $8.7 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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Nonaccrual loans and leases have been included in the average loan and lease balances. Loans held for sale have been included in the average loan balances.

Tax-equivalent amounts for the years ended December 31, 2023, 2022 and 2021 have been calculated using the Corporation's federal applicable rate of 21%.

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Table 2—Analysis of Changes in Net Interest Income

The rate-volume variance analysis set forth in the table below compares changes in tax-equivalent net interest income for the year ended December 31, 2023 compared to 2022 and for the year ended December 31, 2022 compared to 2021, indicated by their rate and volume components. The change in interest income/expense due to both volume and rate has been allocated proportionately.

For the Years Ended December 31, 2023 Versus 2022For the Years Ended December 31, 2022 Versus 2021
(Dollars in thousands)Volume ChangeRate ChangeTotalVolume ChangeRate ChangeTotal
Interest income:
Interest-earning deposits with other banks$(1,796)$6,536$4,740$(271)$1,530$1,259
U.S. government obligations(40)(40)(105)1(104)
Obligations of states and political subdivisions(1)(8)(9)(109)(26)(135)
Other debt and equity securities(125)2,9582,8332,1013,2995,400
Federal Home Loan Bank, Federal Reserve Bank and other stock8284141,24251159210
Interest on deposits, investments and other interest-earning assets(1,134)9,9008,7661,6674,9636,630
Commercial, financial and agricultural loans1,29522,33123,626(6,552)7,239687
Real estate—commercial and construction loans19,30041,43860,73812,87613,33826,214
Real estate—residential loans12,34410,53322,8775,4212,0067,427
Loans to individuals2166568624283307
Municipal loans and leases(178)72(106)(444)(444)
Lease financings2,1031312,2341,775(347)1,428
Interest and fees on loans and leases34,88575,170110,05513,10022,51935,619
Total interest income33,75185,070118,82114,76727,48242,249
Interest expense:
Interest-bearing checking deposits99017,66818,658842,9193,003
Money market savings2,56047,75850,3185910,20210,261
Regular savings(256)2,2361,9806986155
Time deposits10,11819,55329,671(673)(197)(870)
Total time and interest-bearing deposits13,41287,215100,627(461)13,01012,549
Short-term borrowings3,2882,4185,706771,3041,381
Long-term debt4,2293,9488,177(21)(10)(31)
Subordinated notes2,5917363,327(1,770)419(1,351)
Interest on borrowings10,1087,10217,210(1,714)1,713(1)
Total interest expense23,52094,317117,837(2,175)14,72312,548
Net interest income$10,231$(9,247)$984$16,942$12,759$29,701

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Provision for Credit Losses

The provision for credit losses for the years ended December 31, 2023 and 2022 was $10.8 million and $12.2 million, respectively. During 2021, there was a reversal of provision for credit losses of $10.1 million. Net loan and lease charge-offs for the years ended December 31, 2023, 2022, and 2021 were $5.4 million, $3.9 million and $213 thousand, respectively. The increase in charge-offs in 2023 was due to $2.4 million in charge-offs related to two nonaccrual commercial loans to one borrower. The following table details information pertaining to the Corporation's allowance for credit losses on loans and leases as a percentage of loans and leases held for investment at the dates indicated.

At December 31,
(Dollars in thousands)202320222021
Allowance for credit losses, loans and leases$85,387$79,004$71,924
Loans and leases held for investment6,567,2146,123,2305,310,017
Allowance for credit losses, loans and leases / loans and leases held for investment1.30%1.29%1.35%

Noninterest Income

The following table presents noninterest income for the years ended December 31, 2023, 2022 and 2021:

For the Years Ended December 31,$ Change% Change
(Dollars in thousands)2023202220212023 to 20222022 to 20212023 to 20222022 to 2021
Trust fee income$7,732$7,743$8,403$(11)$(660)(0.1)%(7.9)%
Service charges on deposit accounts7,0486,1755,50487367114.112.2
Investment advisory commission and fee income18,86419,74818,936(884)812(4.5)4.3
Insurance commission and fee income21,04319,06516,3571,9782,70810.416.6
Other service fee income12,38112,42510,275(44)2,150(0.4)20.9
Bank owned life insurance income3,1853,7873,981(602)(194)(15.9)(4.9)
Net gain on sales of investment securities30145(30)(115)N/M(79.3)
Net gain on mortgage banking activities3,6894,41215,141(723)(10,729)(16.4)(70.9)
Other income2,8824,5004,482(1,618)18(36.0)0.4
Total noninterest income$76,824$77,885$83,224$(1,061)$(5,339)(1.4)%(6.4)%

2023 versus 2022

Noninterest income for the year ended December 31, 2023 was $76.8 million, a decrease of $1.1 million, or 1.4%, compared to 2022.

Investment advisory commission and fee income decreased $884 thousand, or 4.5%, for the year ended December 31, 2023 primarily due a $1.2 million adjustment recorded in the fourth quarter of 2022 for previously unrecorded revenue. Net gain on mortgage banking activities decreased $723 thousand, or 16.4%, for the year ended December 31, 2023, primarily due to a contraction of gain on sale margins. Bank owned life insurance income decreased $602 thousand, or 15.9%, for the year ended December 31, 2023, primarily due to death benefit claims of $965 thousand recorded during 2022. Other income decreased $1.6 million, or 36.0%, for the year ended December 31, 2023, primarily due to a $1.7 million decrease in interest rate swap income.

Insurance commission and fee income increased $2.0 million, or 10.4%, for the year ended December 31, 2023, primarily due to increases of $1.4 million in premiums for group life and health and commercial lines and $595 thousand in contingent commission income. Service charge on deposits accounts increased $873 thousand, or 14.1%, for the year ended December 31, 2023, primarily due to an increase of $962 thousand in treasury management fees.

2022 versus 2021

Noninterest income for the year ended December 31, 2022 was $77.9 million, a decrease of $5.3 million, or 6.4%, compared to 2021.

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Net gain on mortgage banking activities decreased $10.7 million, or 70.9%, for the year ended December 31, 2022, primarily due to a decrease in loan sales due to the higher interest rate environment and a contraction of gain on sale margins.

Insurance commission and fee income increased $2.7 million, or 16.6%, for the year ended December 31, 2022, primarily due to incremental revenue attributable to the acquisition of the Paul I. Sheaffer insurance agency in the fourth quarter of 2021.

Other service fee income increased $2.2 million, or 20.9%, for the year ended December 31, 2022, from the prior year. Servicing fees increased $1.3 million for the year ended December 31, 2022, driven by reduced amortization as a result of a decrease in prepayment speeds due to the higher interest rate environment. Additionally, interchange income increased $381 thousand for the year ended December 31, 2022, due to increased customer activity.

Noninterest Expense

The following table presents noninterest expense for the years ended December 31, 2023, 2022 and 2021:

For the Years Ended December 31,$ Change% Change
(Dollars in thousands)2023202220212023 to 20222022 to 20212023 to 20222022 to 2021
Salaries, benefits and commissions$120,188$115,806$104,191$4,382$11,6153.8%11.1%
Net occupancy10,68610,19310,397493(204)4.8(2.0)
Equipment4,1323,9043,89922855.80.1
Data processing16,79915,21512,7431,5842,47210.419.4
Professional fees7,1419,3327,687(2,191)1,645(23.5)21.4
Marketing and advertising2,1802,4622,063(282)399(11.5)19.3
Deposit insurance premiums4,8253,0752,7121,75036356.913.4
Intangible expenses9381,293979(355)314(27.5)32.1
Restructuring charges1,5191841,335184725.5N/M
Other expense28,95425,31022,7383,6442,57214.411.3
Total noninterest expense$197,362$186,774$167,409$10,588$19,3655.7%11.6%

2023 versus 2022

Noninterest expense for the year ended December 31, 2023 was $197.4 million, an increase of $10.6 million, or 5.7%, compared to 2022.

Salaries, benefits and commissions increased $4.4 million, or 3.8%, for the year ended December 31, 2023. This increase reflects our expansion into Maryland and Western Pennsylvania, increased medical claims expense and reduced capitalized compensation, driven by lower loan production. These increases were partially offset by decreases due to the staff reduction that was announced during the second quarter of 2023 and a reduction in incentive compensation due to decreased profitability in the current year.

Deposit insurance premiums increased $1.8 million, or 56.9%, for the year ended December 31, 2023, primarily driven by an increased industry-wide assessment rate and an increase in our assessment base. Data processing expense increased $1.6 million, or 10.4%, for the year ended December 31, 2023, primarily due to continued investments in technology and general price increases. Restructuring charges increased $1.3 million, or 725.5%, for the year ended December 31, 2023, associated with the Corporation's financial service center optimization and expense management strategies deployed in response to macroeconomic headwinds.

Other expense increased $3.6 million, or 14.4%, primarily driven by increases in retirement plan costs of $1.6 million as a result of the current interest rate environment. Other increases included $604 thousand of loan processing and workout fees, $286 thousand in insurance expense and $193 thousand in interchange expense. Federal Home Loan Bank letter of credit fees increased $389 thousand due to increased public funds deposits and related collateral costs. Bank Shares tax expense increased $206 thousand driven by year over year growth of the Bank's Shareholders' Equity.

Professional fees decreased $2.2 million, or 23.5%, for the year ended December 31, 2023. In 2022, the Corporation incurred $3.0 million of consulting fees in support of our digital transformation initiative.

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2022 versus 2021

Noninterest expense for the year ended December 31, 2022 was $186.8 million, an increase of $19.4 million, or 11.6%, compared to 2021.

Salaries, benefits and commissions increased $11.6 million, or 11.1%, for the year ended December 31, 2022. This increase reflects the insurance acquisition in the fourth quarter of 2021, our expansion into Maryland and Western Pennsylvania and annual merit increases.

Data processing expense increased $2.5 million, or 19.4%, primarily due to continued investments in technology, general price increases, and $653 thousand in support of our digital transformation initiative, a comprehensive digital platform which will blend our core operating systems together and allow Univest to personalize experiences and seamlessly deliver existing products and services, digitally, across an expanded footprint.

Professional fees increased $1.6 million, or 21.4%, for the year ended December 31, 2022, primarily attributable to consulting fees totaling $3.0 million during 2022 in support of our digital transformation initiative. We had a $1.5 million investment in our Diversity, Equity and Inclusion training initiatives for the year ended December 31, 2021.

Other expense increased $2.6 million, or 11.3%, primarily driven by increases in travel and entertainment expenses of $907 thousand and $773 thousand of fraud losses.

Tax Provision

The provision for income taxes was $17.6 million, $19.1 million and $22.5 million for the years ended December 31, 2023, 2022 and 2021, respectively, at effective rates of 19.8%, 19.6% and 19.7%, respectively. The effective tax rates reflected the benefits of tax-exempt income from investments in municipal securities and loans and leases. Excluding this impact, the effective tax rate was 21.7% for the year ended December 31, 2023 and 21.3% for the years ended December 31, 2022 and 2021.

Financial Condition

ASSETS

The following table presents assets at the dates indicated:

At December 31,
(Dollars in thousands)20232022$ Change% Change
Cash and cash equivalents$249,799$152,799$97,00063.5%
Investment securities, net of allowance for credit losses500,623507,562(6,939)(1.4)
Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost40,49933,8416,65819.7
Loans held for sale11,6375,0376,600131.0
Loans and leases held for investment6,567,2146,123,230443,9847.3
Allowance for credit losses, loans and leases(85,387)(79,004)(6,383)8.1
Premises and equipment, net51,44150,9395021.0
Operating lease right-of-use asset31,79530,0591,7365.8
Goodwill and other intangibles, net186,460186,894(434)(0.2)
Bank owned life insurance131,344120,29711,0479.2
Accrued interest receivable and other assets95,20390,3624,8415.4
Total assets$7,780,628$7,222,016$558,6127.7%

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Cash and Interest-Earning Deposits

Cash and interest-earning deposits increased $97.0 million, or 63.5%, from December 31, 2022, primarily due to increased interest earning deposits at the Federal Reserve Bank of $112.4 million due to increases in deposits and borrowings outpacing loan fundings.

Investment Securities

Total investment securities at December 31, 2023 decreased $6.9 million, or 1.4%, from December 31, 2022. Maturities and pay-downs of $45.0 million, sales of $1.2 million, net amortization of purchased premiums and discounts of $1.2 million and calls of $500 thousand were partially offset by purchases of $33.3 million, which were primarily residential mortgage-backed securities, increases in the fair value of available-for-sale investment securities of $7.3 million, and a reversal of provision for credit losses of $409 thousand.

Table 3—Investment Securities

The following table shows the carrying amount of investment securities, net of allowance for credit losses, at the dates indicated. Held-to-maturity, available-for-sale and equity security portfolios are combined.

At December 31,
(Dollars in thousands)202320222021
U.S. government corporations and agencies$$$6,999
State and political subdivisions2,3012,2852,333
Residential mortgage-backed securities410,329418,115391,089
Collateralized mortgage obligations2,0012,3223,278
Corporate bonds82,69982,26190,291
Equity securities3,2932,5792,999
Total investment securities$500,623$507,562$496,989

Table 4—Investment Securities (Yields)

The following table shows the maturity distribution and weighted average yields of investment securities at amortized cost at December 31, 2023. Expected maturities may differ from contractual maturities because debt issuers may have the right to call or prepay obligations without call or prepayment penalties. Therefore, the stated yield may not be recognized in future periods. Additionally, residential mortgage-backed securities, which are collateralized by residential mortgage loans, typically prepay at a rate faster than the stated maturity. The weighted average yield is calculated by dividing income, which has not been tax effected on tax-exempt obligations, within each contractual maturity range by the outstanding amount of the related investment. Held-to-maturity and available-for-sale portfolios are combined, net of allowance for credit losses.

1 Year or lessAfter 1 Year to 5 YearsAfter 5 Years to 10 YearsAfter 10 Years
(Dollars in thousands)Amortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average Yield
State and political subdivisions$1,0303.02%$1,2982.10%$%$%
Residential mortgage-backed securities2,4382.4725,7002.70417,4872.46
Collateralized mortgage obligations2412.671,9601.63
Corporate bonds18,0113.6013,3392.0860,0004.17
Total held-to- maturity and available-for-sale investment securities$19,0413.57%$17,0752.14%$85,9413.73%$419,4472.45%

At December 31, 2023, the Corporation had no reportable investments in any single issuer representing more than 10% of shareholders' equity.

Loans and Leases

Gross loans and leases held for investment at December 31, 2023 increased $444.0 million, or 7.3%, from December 31, 2022. The growth in gross loans and leases held for investment was primarily due to increases in commercial real estate, residential mortgage loans and lease financings.

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Table 5—Loan and Lease Maturities and Sensitivity to Changes in Interest Rates

The following table presents the maturity schedule of the loan and lease portfolio at December 31, 2023. Loans with variable rates or floating interest rates include adjustable rate instruments that may have longer than one month, and in some instances, multiple years of a fixed rate interest period.

(Dollars in thousands)TotalDue in One Year or LessDue after One Year to Five YearsDue After Five Years to Fifteen YearsDue After Fifteen Years
Loans and leases with fixed predetermined interest rates:
Commercial, financial and agricultural$222,927$10,213$162,752$43,426$6,536
Real estate-commercial1,403,667163,2651,066,967163,6889,747
Real estate-construction88,2802,34928,83756,691403
Real estate-residential secured for business purpose223,70331,769177,84414,090
Real estate-residential secured for personal purpose61,9172,21810,75712,38636,556
Real estate-home equity secured for personal purpose8,9869236887,375
Loans to individuals9,4565,4173,417353269
Lease financings247,1837,299220,41319,471
Loans and leases with fixed predetermined interest rates$2,266,119$223,453$1,671,675$317,480$53,511
Loans and leases with variable or floating interest rates:
Commercial, financial and agricultural$766,796$658,780$73,449$34,567$
Real estate-commercial1,899,1311,060,907783,80154,423
Real estate-construction306,182143,08730,469128,4204,206
Real estate-residential secured for business purpose293,29959,901223,4619,937
Real estate-residential secured for personal purpose847,09822,52386,151738,424
Real estate-home equity secured for personal purpose170,296169,376920
Loans to individuals18,29318,0461136569
Loans with variable or floating interest rates$4,301,095$2,132,620$1,198,364$965,836$4,275
Total gross loans and leases held for investment$6,567,214$2,356,073$2,870,039$1,283,316$57,786

Asset Quality

The Bank's strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing prompt attention to potential problem loans and leases. Performance of the loan and lease portfolio is monitored on a regular basis by Bank management and lending officers.

Nonaccrual loans and leases are loans or leases for which it is probable that not all principal and interest payments due will be collectible in accordance with the original contractual terms. Factors considered by management in determining accrual status include payment status, borrower cash flows, collateral value and the probability of collecting scheduled principal and interest payments when due.

At December 31, 2023, nonaccrual loans and leases were $20.5 million and had a related allowance for credit losses on loans and leases of $1.8 million. At December 31, 2022, nonaccrual loans and leases were $13.4 million and had a related allowance for credit losses on loans and leases of $2.8 million. During the fourth quarter of 2023, a $6.1 million construction loan relationship was placed on nonaccrual status with an individual reserve of $1.1 million. Individual reserves have been established based on current facts and management's judgments about the ultimate outcome of these credits, including the most recent known data available on any related underlying collateral and the borrower's cash flows. The amount of the individual reserve needed for these credits could change in future periods subject to changes in facts and judgments related to these credits.

Net loan and lease charge-offs for the year ended December 31, 2023 were $5.4 million compared to net loan and lease charge-offs of $3.9 million for the year ended December 31, 2022. The increase in charge-offs for the year ended December 31, 2023 was primarily due to $2.4 million charge-offs recorded against two existing nonaccrual commercial loans to one borrower in the first quarter of 2023. As of December 31, 2022, the allowance for credit losses included a $2.1 million individual reserve for this relationship.

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Other real estate owned was $19.0 million at December 31, 2023, compared to $19.3 million at December 31, 2022.

Table 6—Nonaccrual and Past Due Loans and Leases; Other Real Estate Owned; and Related Ratios

The following table details information pertaining to the Corporation's nonperforming assets at the dates indicated.

At December 31,
(Dollars in thousands)202320222021
Nonaccrual loans held for sale$8$$
Nonaccrual loans and leases held for investment20,51913,35333,210
Accruing loans and leases, 90 days or more past due534875498
Total nonperforming loans and leases$21,061$14,228$33,708
Other real estate owned19,03219,258279
Total nonperforming assets$40,093$33,486$33,987
Loans and leases held for investment$6,567,214$6,123,230$5,310,017
Allowance for credit losses, loans and leases85,38779,00471,924
Allowance for credit losses, loans and leases / loans and leases held for investment1.30%1.29%1.35%
Nonaccrual loans and leases / loans and leases held for investment0.31%0.22%0.63%
Allowance for credit losses, loans and leases / nonaccrual loans and leases415.97%591.66%216.57%

The following table provides additional information on the Corporation's nonaccrual loans held for investment:

At December 31,
(Dollars in thousands)2023202220212020
Nonaccrual loans and leases$20,519$13,353$33,210$31,692
Nonaccrual loans and leases with partial charge-offs8149281,4294,227
Life-to-date partial charge-offs on nonaccrual loans and leases8854485362,377
Reserves on individually analyzed loans1,7872,76511585

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Table 7—Loan Portfolio Overview

The following table provides summarized detail related to outstanding commercial loan balances segmented by industry description as of December 31, 2023:

(Dollars in thousands)December 31, 2023
Industry DescriptionTotal Outstanding Balance% of Commercial Loan Portfolio
CRE - Retail$469,8909.0%
Animal Production361,5976.9
CRE - Multi-family320,1766.2
CRE - Office299,7185.8
CRE - 1-4 Family Residential Investment285,5595.5
CRE - Industrial / Warehouse248,6114.8
Hotels & Motels (Accommodation)190,6393.7
Specialty Trade Contractors164,7983.2
Education161,3253.1
Homebuilding (tract developers, remodelers)153,2392.9
Nursing and Residential Care Facilities150,6662.9
Motor Vehicle and Parts Dealers138,5812.7
Merchant Wholesalers, Durable Goods118,3512.3
CRE - Mixed-Use - Residential110,4582.1
Crop Production103,2852.0
Repair and Maintenance97,6821.9
Wood Product Manufacturing85,2921.6
Real Estate Lenders, Secondary Market Financing80,7551.6
Rental and Leasing Services79,7671.5
Fabricated Metal Product Manufacturing73,5451.4
CRE - Mixed-Use - Commercial72,6851.4
Religious Organizations, Advocacy Groups72,6851.4
Personal and Laundry Services72,1171.4
Administrative and Support Services70,7541.4
Amusement, Gambling, and Recreation Industries70,6861.4
Merchant Wholesalers, Nondurable Goods65,4911.3
Food Services and Drinking Places65,1431.3
Private Equity & Special Purpose Entities (except 52592)63,4471.2
Miniwarehouse / Self-Storage61,9641.2
Food Manufacturing59,6621.1
Truck Transportation53,3061.0
Industries with $50 million in outstandings$4,421,87485.0%
Industries with $50 million in outstandings$782,11115.0%
Total Commercial Loans$5,203,985100.0%
Consumer Loans and Lease FinancingsTotal Outstanding Balance
Real Estate-Residential Secured for Personal Purpose$909,015
Real Estate-Home Equity Secured for Personal Purpose179,282
Loans to Individuals27,749
Lease Financings247,183
Total Consumer Loans and Lease Financings$1,363,229
Total$6,567,214

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Table 8—Summary of Loan and Lease Loss Experience

The following table presents average loans and leases and loan and lease loss experience for the periods indicated.

For the Years Ended December 31,
202320222021
(Dollars in thousands)Average LoansNet Charge-offs (Recoveries)Net Charge-offs (Recoveries) to Average LoansAverage LoansNet Charge-offs (Recoveries)Net Charge-offs (Recoveries) to Average LoansAverage LoansNet Charge-offs (Recoveries)Net Charge-offs (Recoveries) to Average Loans
Commercial, financial and agricultural$1,056,025$4,5100.43%$1,034,106$3230.03%$1,191,166$16%
Real estate-commercial3,182,965372,863,5803,2760.112,589,585(204)(0.01)
Real estate-construction414,5672060.05312,024264,951
Real estate-residential secured for business purpose505,240(135)(0.03)427,849(55)(0.01)399,9261470.04
Real estate-residential secured for personal purpose826,943626,102521,240
Real estate-home equity secured for personal purpose175,3952168,289(38)(0.02)160,176(64)(0.04)
Loans to individuals27,0634261.5726,6421790.6726,0481350.52
Lease financings230,4663510.15192,6732100.11169,3831830.11
Total$6,418,664$5,3970.08%$5,651,265$3,8950.07%$5,322,475$213%

During the year ended December 31, 2023, the Corporation recorded charge-offs of $2.4 million related to two nonaccrual commercial loans to one borrower totaling $5.9 million. During the year ended December 31, 2022, the Corporation recorded charge-offs of $3.3 million related to two commercial real estate loans totaling $5.8 million.

Table 9—Allowance for Credit Losses On Loans and Leases

The following table summarizes the allocation of the allowance for credit losses on loans and leases, and the percentage of loans and leases in each major loan category to total loans and leases held for investment at the dates indicated.

At December 31,
20232022
(Dollars in thousands)ACL% of ACL to Total ACL% of Loans to Total LoansACL% of ACL to Total ACL% of Loans to Total Loans
Commercial, financial and agricultural$13,69916.0%15.1%$16,92021.4%17.7%
Real estate-commercial45,84953.750.341,67352.749.5
Real estate-construction6,5437.76.04,9526.36.2
Real estate-residential secured for business purpose8,69210.27.97,0548.97.8
Real estate-residential secured for personal purpose6,3497.413.83,6854.711.9
Real estate-home equity secured for personal purpose1,2891.52.71,2871.62.9
Loans to individuals3920.50.43510.40.5
Lease financings2,5743.03.83,0823.93.5
UnallocatedN/AN/A
Total$85,387100.0%100.0%$79,004100.0%100.0%

At December 31, 2023, the allowance for credit losses on individually analyzed loans was $1.8 million, or 8.6% of the balance of individually analyzed loans of $20.7 million. At December 31, 2022, the allowance for credit losses on individually analyzed loans was $2.8 million, or 20.7% of the balance of individually analyzed loans of $13.4 million.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets have been recorded on the books of the Corporation in connection with acquisitions. There was no impairment of goodwill or identifiable intangibles recorded during 2021 through 2023. There can be no assurance that future impairment assessments or tests will not result in a charge to earnings.

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Bank Owned Life Insurance

The Bank currently purchases bank owned life insurance to protect itself against the loss of key employees due to death and to offset or finance the Corporation's future costs and obligations to employees under its benefits plans. Bank owned life insurance increased $11.0 million, or 9.2%, from December 31, 2023, primarily due to $7.9 million of policies purchased during the first quarter of 2023.

LIABILITIES

The following table presents liabilities at the dates indicated:

At December 31,
(Dollars in thousands)20232022$ Change% Change
Deposits$6,375,781$5,913,526$462,2557.8%
Short-term borrowings6,306197,141(190,835)(96.8)
Long-term debt310,00095,000215,000226.3
Subordinated notes148,761148,2605010.3
Operating lease liabilities34,85133,1531,6985.1
Accrued interest payable and other liabilities65,72158,4367,28512.5
Total liabilities$6,941,420$6,445,516$495,9047.7%

Deposits

Total deposits increased $462.3 million, or 7.8%, from December 31, 2022, primarily due to increases in public fund and brokered deposits, partially offset by decreases in commercial and consumer deposits. At December 31, 2023, noninterest bearing deposits represented 23.0% of total deposits, down from 34.6% at December 31, 2022. At December 31, 2023, unprotected deposits, which excludes insured, internal, and collateralized deposit accounts, represented 23.3% of total deposits, down from 31.0% at December 31, 2022.

Table 10—Deposits

The following table summarizes the average amount of deposits for the periods indicated:

For the Years Ended December 31,
(Dollars in thousands)202320222021
Noninterest-bearing deposits$1,646,286$2,068,086$1,891,330
Interest-bearing checking deposits1,034,327884,656850,713
Money market savings1,611,1691,389,2261,366,762
Regular savings871,3321,056,019983,752
Time deposits931,944443,845498,638
Total average deposits$6,095,058$5,841,832$5,591,195

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At December 31, 2023 and 2022, the Corporation had $3.0 billion and $3.3 billion, respectively, in uninsured deposits in excess of the FDIC insurance limit of $250,000. At December 31, 2023 and 2022, the Corporation had $187.0 million and $95.0 million, respectively, in time deposits in excess of $250,000 maturing disclosed in the table below. Brokered deposits in the amount of $305.4 million and $35.3 million at December 31, 2023 and December 31, 2022, respectively, are not included in time deposits more than $250,000.

(Dollars in thousands)For the Years Ended December, 31
Maturity Period20232022
Due Three Months or Less$40,475$18,689
Due Over Three Months to Six Months30,09024,285
Due Over Six Months to Twelve Months47,70933,119
Due Over Twelve Months68,68118,899
Total$186,955$94,992

Borrowings

Total borrowings increased $24.7 million from December 31, 2022 due to increases of $215.0 million in long-term debt, partially offset by decreases of $125.0 million in short-term FHLB overnight borrowings and $60.0 million in federal funds purchased.

Short-term borrowings at December 31, 2023 included $6.3 million of customer repurchase agreements. Long-term debt at December 31, 2023 included $310.0 million of FHLB advances and $148.8 million of subordinated notes. At December 31, 2023 and 2022, the Bank had outstanding short-term letters of credit with the FHLB totaling $1.1 billion and $690.5 million, respectively, which were utilized to collateralize public fund deposits and other secured deposits.

Other Liabilities

Other liabilities increased $7.3 million, or 12.5%, from December 31, 2022, primarily due to increased accrued interest payable on certificates of deposits of $10.2 million. This increase was partially offset by a change in fair value of derivatives of $2.9 million. In May 2022, the Corporation entered into an interest rate swap classified as a cash flow hedge. At December 31, 2023 and 2022, the notional amount of the interest rate swap was $250.0 million and the fair value was a liability of $5.8 million and $8.6 million, respectively.

SHAREHOLDERS' EQUITY

The following table presents total shareholders' equity at the dates indicated:

At December 31,
(Dollars in thousands)20232022$ Change% Change
Common stock$157,784$157,784$%
Additional paid-in capital301,066300,8082580.1
Retained earnings474,691428,63746,05410.7
Accumulated other comprehensive loss(50,646)(62,104)11,458(18.4)
Treasury stock(43,687)(48,625)4,938(10.2)
Total shareholders' equity$839,208$776,500$62,7088.1%

The increase in shareholders' equity at December 31, 2023 of $62.7 million from December 31, 2022 was primarily related to an increase in retained earnings of $46.1 million. Retained earnings was impacted by net income of $71.1 million, partially offset by $24.7 million of cash dividends paid during the year. Accumulated other comprehensive loss decreased by $11.5 million, primarily attributable to increases in the fair value of available-for-sale investment securities of $5.7 million, net of tax, and a increase in the fair value of derivatives of $2.3 million, net of tax. Treasury stock decreased by $4.9 million, primarily related to $5.4 million of stock issued under the dividend reinvestment and employee stock purchase plans and stock-based incentive plan activity, partially offset by repurchases of $462 thousand under the Corporation's share repurchase program.

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Discussion of Segments

The Corporation has three operating segments: Banking, Wealth Management and Insurance. Detailed segment information appears in Note 23, "Segment Reporting" included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K.

The Banking segment reported pre-tax income of $89.1 million in 2023, $92.2 million in 2022 and $112.2 million in 2021. See the section of this Management's Discussion and Analysis under the heading "Results of Operations" and "Financial Condition" for a discussion of the key items impacting the Banking Segment.

The Wealth Management segment reported pre-tax income of $6.2 million in 2023, $9.2 million in 2022 and $9.3 million in 2021. The pre-tax income decrease from 2022 was due to a $1.2 million adjustment recorded in 2022 for previously unrecorded revenue, an increase in employee salary expense as we continue to invest in revenue producing positions, and increases in data processing expense and consulting fees. Pre-tax income was relatively flat in 2022 as compared to 2021. Wealth Management assets under management and supervision were $4.7 billion as of December 31, 2023, $4.2 billion as of December 31, 2022 and $4.9 billion as of December 31, 2021.

The Insurance segment reported pre-tax income of $5.1 million in 2023, $3.3 million in 2022 and $3.4 million in 2021, which included noninterest income of $21.5 million in 2023, $19.9 million in 2022 and $17.0 million in 2021. The increase in noninterest income in 2023 compared to 2022 was primarily due to increases in revenue from commercial lines of $1.0 million and contingent commission income of $600 thousand. The increase in noninterest income in 2022 compared to 2021 was driven by incremental revenue attributable to the insurance agency the Corporation acquired in the fourth quarter of 2021. The decrease in pre-tax income in 2022 compared to 2021 was primarily due to increases in salary expense as we continue to invest in revenue producing positions and increases in intangible expense amortization related to the previously referenced insurance agency acquisition.

Capital Adequacy

Capital guidelines assign minimum capital requirements for categories of assets depending on their assigned risks. The components of risk-based capital for the Corporation are Tier 1 and Tier 2.

At December 31, 2023, the Corporation had a Tier 1 risk-based capital ratio of 10.58% and total risk-based capital ratio of 13.90%. At December 31, 2022, the Corporation had a Tier 1 capital ratio of 10.37% and total risk-based capital ratio of 13.67%. The Corporation continues to be in the "well-capitalized" category under regulatory standards. Details on the capital ratios can be found in Note 21, "Regulatory Matters," included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K along with a discussion on dividend and other restrictions.

Asset/Liability Management

The primary functions of Asset/Liability Management are to minimize interest rate risk and to ensure adequate earnings, capital and liquidity while maintaining an appropriate balance between interest-earning assets and interest-bearing liabilities. Management's objective with regard to interest rate risk is to understand the Corporation's sensitivity to changes in interest rates and develop and implement strategies to minimize volatility while maximizing net interest income.

The Corporation uses gap analysis and earnings at risk simulation modeling to quantify exposure to interest rate risk. The Corporation uses the gap analysis to identify and monitor long-term rate exposure and uses a risk simulation model to measure short-term rate exposure. The Corporation runs various earnings simulation scenarios to quantify the impact of declining or rising interest rates on net interest income over a one-year and two-year horizon. The simulations use expected cash flows and repricing characteristics for all financial instruments at a point in time and incorporates company-developed, market-based assumptions regarding growth, pricing, and optionality such as prepayment speeds. As interest rates increase, fixed-rate assets tend to decrease in value; conversely, as interest rates decline, fixed-rate assets tend to increase in value.

Interest Rate Sensitivity

Interest rate sensitivity is a function of the repricing characteristics of the Corporation's assets and liabilities. Minimizing the balance sheet's maturity and repricing risk is a continual focus in a changing interest rate environment. The Corporation uses a variety of techniques to assist in identifying and evaluating the potential range of risk, including a maturity/repricing gap analysis as well as an Earnings at Risk analysis under various interest rate scenarios.

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The gap analysis identifies repricing gaps in the Corporation’s balance sheet. All assets and liabilities are modeled to reflect some level of behavioral optionality, such as prepayments on loans, early call features on investments or potential pricing change and/or product change to interest bearing deposits. The Corporation projects all non-interest bearing deposits to be considered non-rate sensitive, while utilizing an all encompassing deposit beta assumption that captures changes in interest expense that may occur as interest rates change or balances shift into other products. These assumptions are based upon historic behavior; however, they are inherently uncertain and thus cannot precisely predict the impact of changes in interest rates. While actual results will differ from simulated results due to customer behavioral change and/or market and regulatory influences, the following models are important tools to guide management.

Table 11—Interest Rate Sensitivity Gap Analysis

The following table presents the Corporation's gap analysis at December 31, 2023:

(Dollars in thousands)Within Three MonthsAfter Three Months to Twelve MonthsAfter One Year to Five YearsOver Five YearsNon-Rate SensitiveTotal
Assets:
Cash and due from banks$$$$$72,815$72,815
Interest-earning deposits with other banks176,984176,984
Investment securities, net of allowance for credit losses72,35748,937173,633242,794(37,098)500,623
Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost40,49940,499
Loans held for sale11,63711,637
Loans and leases, net of allowance for credit losses2,179,369505,1052,748,4851,124,237(75,369)6,481,827
Other assets496,243496,243
Total assets$2,440,347$554,042$2,922,118$1,367,031$497,090$7,780,628
Liabilities and shareholders' equity:
Noninterest-bearing deposits$$$$$1,468,320$1,468,320
Interest-bearing demand deposits2,973,7842,973,784
Savings deposits779,885779,885
Time deposits134,574381,355636,2741,5891,153,792
Borrowings66,30625,000373,761465,067
Other liabilities100,572100,572
Shareholders' equity839,208839,208
Total liabilities and shareholders' equity$3,954,549$406,355$1,010,035$1,589$2,408,100$7,780,628
Interest rate swaps$(250,000)$$$$
Incremental gap$(1,764,202)$147,687$1,912,083$1,365,442$(1,911,010)
Cumulative gap$(1,764,202)$(1,616,515)$295,568$1,661,010
Cumulative gap as a percentage of interest-earning assets(24.8%)(22.7%)4.1%23.3%

The table above indicates that the Corporation should anticipate a greater amount of liabilities repricing than assets in the next twelve months. However, this table and analysis is limited as it does not take into account the magnitude of repricing due to rate changes.

Table 12—Net Interest Income - Summary of Earnings at Risk Simulation

Management also performs a simulation of net interest income to measure interest rate exposure. The following table demonstrates the anticipated impact of an instantaneous and parallel interest rate shift, or "shock," to the yield curve on the Corporation's net interest income over the next twelve months. This simulation incorporates the same assumptions noted above and assumes a static balance sheet with no incremental growth in interest-earning assets or interest-bearing liabilities over the next twelve months.

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The changes to net interest income are shown in the below table at December 31, 2023. The results suggest the Corporation's year-end balance sheet is liability sensitive due to the current levels of deposit customer sensitivity and funding costs. Actual results will likely be different than modeled due to numerous factors, including interest rates earned on new loans and investments as well as rates paid on new and existing deposits and new borrowings. The changes to net interest income shown below are in compliance with the Corporation's policy guidelines.

Estimated Change in Net Interest Income Over Next 12 Months
(Dollars in thousands)AmountPercent
Rate shock - Change in interest rates
+300 basis points$(2,680)(1.25%)
+200 basis points(2,769)(1.29)
+100 basis points(197)(0.09)
-100 basis points(1,802)(0.84)
-200 basis points(5,195)(2.43)
-300 basis points(11,389)(5.32)

Credit Risk

Originating loans exposes the Corporation to credit risk, which is the risk that the principal balance of a loan and any related interest will not be collected due to the inability of the borrower to repay the loan. The Corporation manages credit risk in the loan portfolio through the adherence to consistent and conservative standards and policies established by the senior credit leadership and approved by the Board of Directors. Written loan policies establish underwriting standards, lending limits and other standards or limits as deemed necessary and prudent. While the Corporation has strict underwriting, review, and monitoring procedures in place, they cannot eliminate all of the risks related to these lending activities.

The Corporation's loan review department conducts ongoing, independent reviews of the lending process to ensure adherence to established policies and procedures, monitors compliance with applicable laws and regulations and provides objective measurement of the risk inherent in the loan portfolio.

The Corporation focuses on both assessing the borrower's capacity and willingness to repay and obtaining sufficient collateral. Commercial, financial and agricultural loans are generally secured by the borrower's assets and by personal guarantees. Commercial real estate, construction and residential real estate secured for business purposes loans are originated primarily within the Pennsylvania, Maryland, Delaware and New Jersey market areas at prudent loan-to-value ratios and are often supported by guaranties. Management closely monitors the composition and quality of the total commercial loan portfolio to ensure that any credit concentrations by borrower or industry are identified and managed. See "Risk Factors" included herein under Item 1A for additional information on lending risk related to commercial loans.

The Corporation originates fixed-rate and adjustable-rate residential mortgage loans that are secured by the underlying 1- to 4-family residential properties for personal purposes. Credit risk exposure in this area of lending is minimized by the evaluation of the creditworthiness of the borrower, including debt-to-income ratios, credit scores and adherence to underwriting policies that emphasize conservative loan-to-value ratios of generally no more than 80%. Residential mortgage loans granted in excess of the 80% loan-to-value ratio are generally insured by private mortgage insurance.

Credit risk in the consumer loan portfolio is controlled by strict adherence to underwriting standards that consider debt-to-income levels and the creditworthiness of the borrower and, if secured, collateral values. In the home equity loan portfolio, combined loan-to-value ratios are generally limited to 80%, but may be increased to 85% for the Corporation's strongest profile borrowers. Other credit considerations and compensating factors may warrant higher combined loan-to-value ratios. These loans are included within the portfolio of loans to individuals.

The primary risks that are involved with lease financing receivables are credit underwriting and borrower industry concentrations. The Corporation has strict underwriting, review, and monitoring procedures in place to mitigate these risks. Risk also lies in the residual value of the underlying equipment. Residual values are subject to judgments as to the value of the underlying equipment that can be affected by changes in economic and market conditions and the financial viability of the residual guarantors and insurers. To the extent not guaranteed or assumed by a third party, or otherwise insured against, the Corporation bears the risk of ownership of the leased assets. This includes the risk that the actual value of the leased assets at the end of the lease term will be less than the residual value. The Corporation greatly reduces this risk primarily by using $1.00 buyout leases and equipment finance agreements, in which the entire cost of the leased equipment is included in the contractual

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payments, leaving no residual payment at the end of the lease term for the majority of the lease portfolio.

The Corporation closely monitors delinquencies as another means of maintaining asset quality. Collection efforts begin after a loan payment is missed, by attempting to contact borrowers. If collection attempts fail, the Corporation will proceed to gain control of collateral in a timely manner to minimize losses. While liquidation and recovery efforts continue, officers continue to work with the borrowers, if appropriate, to recover monies owed to the Corporation.

Liquidity

The Corporation, in its role as a financial intermediary, is exposed to certain liquidity risks. Liquidity refers to the Corporation's ability to ensure that sufficient cash flows and liquid assets are available to satisfy demand for loans, deposit withdrawals, repayment of borrowings, certificates of deposit at maturity, operating expenses and capital expenditures. The Corporation manages liquidity risk by measuring and monitoring liquidity sources and estimated funding needs on a daily basis. The Corporation has a contingency funding plan in place to address liquidity needs in the event of an institution-specific or a systemic financial crisis.

The Corporation and its subsidiaries maintain ample ability to meet the liquidity needs of its customers. Our most liquid asset, unencumbered cash and cash equivalents, were $241.5 million at December 31, 2023. Unencumbered securities classified as available-for-sale, which provide additional sources of liquidity, totaled $23.3 million at December 31, 2023. Further, the Corporation and its subsidiaries had committed borrowing capacity from the Federal Home Loan Bank and Federal Reserve Bank of $3.4 billion at December 31, 2023, of which $1.9 billion was available. The Corporation and its subsidiaries also maintained unused uncommitted funding sources from correspondent banks of $369.0 million at December 31, 2023. Future availability under these uncommitted funding sources is subject to the prerogatives of the granting banks and may be withdrawn at will.

Sources of Funds

Core deposits continue to be the largest significant funding source for the Corporation. These deposits are primarily generated from individuals, businesses, municipalities and non-profit customers located in our primary service areas. The Corporation faces increased competition for these deposits from a large array of financial market participants, including banks, credit unions, savings institutions, mutual funds, security dealers and others.

As part of its diversified funding strategy, the Corporation also utilizes a mix of short-term and long-term wholesale funding providers. Wholesale funding includes federal funds purchases from correspondent banks, secured borrowing lines from the Federal Home Loan Bank of Pittsburgh, the Federal Reserve Bank of Philadelphia and brokered deposits and other similar sources.

Cash Requirements

The Corporation has cash requirements for various financial obligations, including contractual obligations and commitments that require cash payments. The most significant contractual obligations, in both the under and over one-year time period, are for the Bank to repay certificates of deposit and short- and long-term borrowings. The Bank anticipates meeting these obligations by utilizing on-balance sheet liquidity and continuing to provide convenient depository and cash management services through its financial center network, thereby replacing these contractual obligations with similar funding sources at rates that are competitive in our market. The Bank will also use borrowings and brokered deposits to meet its obligations.

Commitments to extend credit are the Bank's most significant commitment in both the under and over one-year time periods. These commitments do not necessarily represent future cash requirements in that these commitments often expire without being drawn upon.

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements, refer to Note 1, "Summary of Significant Accounting Policies" of this Form 10-K.

FY 2022 10-K MD&A

SEC filing source: 0000102212-23-000016.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2023-02-24. Report date: 2022-12-31.

Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations

(All dollar amounts presented in tables are in thousands, except per share data. "BP" equates to "basis points"; "N/M" equates to "not meaningful"; "—" equates to "zero" or "doesn't round to a reportable number"; and "N/A" equates to "not applicable." Certain prior period amounts have been reclassified to conform to the current-year presentation.)

The information contained in this report may contain forward-looking statements, including statements relating to the Corporation and its financial condition and results of operations that involve certain risks, uncertainties and assumptions. The Corporation's actual results may differ materially from those anticipated, expected or projected as discussed in forward-looking statements. A discussion of forward-looking statements and factors that might cause such a difference includes those discussed in Part I, "Forward-Looking Statements," Item 1A. "Risk Factors," as well as those within this Management's Discussion and Analysis (MD&A) of Financial Condition and Results of Operations and elsewhere in this report.

Critical Accounting Policies

The discussion below outlines the Corporation's critical accounting policies. For further information regarding accounting policies, refer to Note 1, "Summary of Significant Accounting Policies" included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K.

Management, in order to prepare the Corporation's financial statements in conformity with U.S. generally accepted accounting principles, is required to make estimates and assumptions that affect the amounts reported in the Corporation's financial statements. There are uncertainties inherent in making these estimates and assumptions. Certain critical accounting policies could materially affect the results of operations and financial position of the Corporation should changes in circumstances require a change in related estimates or assumptions. The Corporation has identified the fair value measurement of investment securities available-for-sale and the calculation of the allowance for credit losses on loans and leases as critical accounting policies.

Fair Value Measurement of Investment Securities Available-for-Sale: The Corporation designates its investment securities as held-to-maturity, available-for-sale or trading. Each of these designations affords different treatment on the balance sheet and statement of income for market value changes affecting securities. Should evidence emerge that indicates that management's intent or ability to manage the securities as originally asserted is not supportable, securities with the held-to-maturity or available-for-sale designations may be re-categorized so that adjustments to either the balance sheet or statement of income may be required.

Fair values for securities are determined using independent pricing services and market-participating brokers. The independent pricing service utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information for structured securities, cash flows and, when available, loan performance data. Because many fixed income securities do not trade on a daily basis, the pricing service's evaluated pricing applications apply information as applicable through processes, such as benchmarking of like securities, sector groupings, and matrix pricing, to prepare evaluations. If at any time, the pricing service determines that it does not have sufficient verifiable information to value a particular security, the Corporation will utilize valuations from another pricing service. Management has a sufficient understanding of the third party service's valuation models, assumptions and inputs used in determining the fair value of securities to enable management to maintain an appropriate system of internal control.

Allowance for Credit Losses on Loan and Leases: The Allowance for Credit Losses (ACL) on loans and leases are provided using techniques that estimate losses on pools of loans and leases that share similar risk characteristics and specifically identify losses on individual loans and leases that do not share similar risk characteristics with others. The adequacy of these allowances are sensitive to changes in current and forecasted economic conditions that may affect the ability of borrowers to make contractual payments as well as the value of the collateral securing such payments. Management utilizes a discounted cash flow (DCF) model to calculate the present value of the expected cash flows for pools of loans and leases that share similar risk characteristics and compares the results of this calculation to the amortized cost basis to determine its allowance for credit loss balance. The key assumptions used in the model are (1) probability of default, (2) loss given default, (3) prepayment and curtailment rates, (4) recovery delay (5) reasonable and supportable economic forecasts, (6) forecast reversion period, (7) expected recoveries on charged off loans, and (8) discount rate. Although management believes it uses the best information available to establish the ACL, future adjustments to the ACL may be necessary and the Corporation’s results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. While management believes it has established the ACL in conformity with GAAP, our regulators, in reviewing the loan portfolio, may request us to increase our ACL based on judgments different from ours. In addition, because future events affecting borrowers

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and collateral cannot be predicted without uncertainty, the existing ACL may not be adequate or increases may be necessary should the quality of any loans or leases deteriorate or if there are changes to the assumptions noted above. Any material increase in the ACL would adversely affect the Corporation’s financial condition and results of operations.

Economic Factors

At December 31, 2022At December 31, 2021Description of Economic Factors
Prepayment rates13.41%12.45%Average total portfolio rate
Curtailment rates28.71%27.77%Average total portfolio rate
Recovery delay30 months29 monthsAverage across all pools
Economic forecastMoody's downside S2 weighted 55%, Baseline weighted 45%Moody's downside weighted 80% S2, 20% S3Moody's US Macro Forecast Narratives for December 2022 & 2021
Unemployment rates4.96%6.29%Average of 4 quarter forecast period
GDP rates0.12%2.13%Average of 4 quarter forecast period
House price index(3.35)%3.04%Average of 4 quarter forecast period

Sensitivity Analysis

The below table indicates the impact to the allowance for credit losses on loans and leases if the factors described below were adjusted in the Corporation's CECL model.

Increase (Decrease) ($)Adjustment Factor
Prepayment rates+/- 1,900If rates were adjusted across all pools by +/-100 basis points
Curtailment rates+/- 450If rates were adjusted across all pools by +/- 100 basis points
Recovery delay+/- 2,900If recovery delays were adjusted by +/- 3 months across all pools
Economic forecast(12,600)If Baseline forecasts were used instead of the weighted Downside/Baseline scenarios
Economic forecast11,100If S2 Downside forecasts were used instead of the weighted Downside/Baseline scenarios
Economic forecast26,500If S3 Downside forecasts were used instead of the weighted Downside/Baseline scenarios
Unemployment rates11,900If rates were increased across all pools by 100 basis points
Unemployment rates(11,000)If rates were decreased across all pools by 100 basis points
GDP rates+/- 800If the GDP forecast inputs were adjusted by +/- 100 basis points
House price index+/- 140If the HPI forecast inputs were adjusted by +/- 100 basis points
Reversion period(600)If the reversion period was increased by 2 quarters across all pools
Reversion period350If the reversion period was decreased by 2 quarters across all pools

Readers of the Corporation’s financial statements should be aware that the estimates and assumptions used in the Corporation’s current financial statements may need to be updated in future financial presentations for changes in circumstances, business or economic conditions in order to fairly represent the condition of the Corporation at that time.

General

The Corporation earns revenues primarily from the margins and fees generated from the lending and depository services as well as fee-based income from trust, insurance, mortgage banking, treasury management and investment services. The Corporation seeks to achieve adequate and reliable earnings through business growth while maintaining adequate levels of capital and liquidity and limiting exposure to credit and interest rate risk.

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Selected Financial Data

For the Years Ended December 31,
(Dollars in thousands, except per share data)20222021202020192018
Earnings
Interest income$252,193$209,731$203,945$214,093$190,488
Interest expense33,89621,34829,58444,86132,426
Net interest income218,297188,383174,361169,232158,062
Provision (reversal of provision) for credit losses (1)12,198(10,132)40,7948,51120,310
Net interest income after provision for credit losses206,099198,515133,567160,721137,752
Noninterest income77,88583,22478,32865,42260,173
Noninterest expense186,774167,409154,998146,090137,239
Net income before income taxes97,210114,33056,89780,05360,686
Income taxes19,09022,5299,98114,33410,143
Net income$78,120$91,801$46,916$65,719$50,543
Financial Condition at Year End
Cash and cash equivalents$152,799$890,150$219,858$125,128$109,420
Investment securities, net of allowance for credit losses (2)507,562496,989373,176441,599473,306
Net loans and leases held for investment6,044,2265,238,0935,223,7974,351,5053,977,210
Assets7,222,0167,122,4216,336,4965,380,9244,984,347
Deposits5,913,5266,055,1245,242,7154,360,0753,885,933
Borrowings440,401213,980311,421263,596429,672
Shareholders' equity776,500773,794692,472675,122624,133
Per Common Share Data
Average shares outstanding (in thousands)29,39329,40329,24429,30029,370
Earnings per share – basic$2.66$3.12$1.60$2.24$1.72
Earnings per share – diluted2.643.111.602.241.72
Dividends declared per share0.830.800.600.800.80
Book value (at year-end)26.5326.2323.6423.0121.32
Dividends declared to net income31.2%25.6%37.4%35.7%46.5%
Profitability Ratios
Return on average assets1.12%1.38%0.78%1.26%1.07%
Return on average equity10.1312.507.0210.078.26
Average equity to average assets11.0911.0411.1212.4912.92
Efficiency ratio62.460.960.661.461.9
Asset Quality Ratios
Nonaccrual loans and leases (including nonaccrual, troubled debt restructured loans and lease modifications) to loans and leases held for investment0.22%0.63%0.60%0.88%0.65%
Nonperforming loans and leases to loans and leases held for investment0.230.640.620.880.67
Nonperforming assets to total assets0.460.480.640.730.56
Net charge-offs to average loans and leases outstanding0.070.100.060.33
Allowance for credit losses, loans and leases to total loans and leases held for investment1.291.351.560.810.73
Allowance for credit losses, loans and leases to nonaccrual loans and leases591.66216.57262.0391.58112.04
Allowance for credit losses, loans and leases to nonperforming loans and leases553.37213.05250.6191.12108.99
(1) The Corporation adopted CECL effective January 1, 2020. Amounts reported for 2018 and 2019 were previously referred to as provision for loan and lease losses in prior filings and accounted for under legacy accounting standards.
(2) The Corporation adopted CECL effective January 1, 2020. Investment securities at December 31, 2018 and 2019 did not include an allowance for credit loss.

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Executive Overview

The Corporation's consolidated net income, earnings per share and return on average assets and average equity were as follows:

For the Years Ended December 31,Amount of ChangePercent Change
(Dollars in thousands, except per share data)2022202120202022 to 20212021 to 20202022 to 20212021 to 2020
Net income$78,120$91,801$46,916$(13,681)$44,885(14.9)%95.7%
Net income per share:
Basic$2.66$3.12$1.60$(0.46)$1.52(14.7)95.0
Diluted2.643.111.60(0.47)1.51(15.1)94.4
Return on average assets1.12%1.38%0.78%(26) BP60 BP(18.8)76.9
Return on average equity10.13%12.50%7.02%(237) BP548 BP(19.0)78.1

2022 Overview

The Corporation reported net income of $78.1 million, or $2.64 diluted earnings per share, for 2022 compared to net income of $91.8 million, or $3.11 diluted earnings per share, for 2021.

During the year ended December 31, 2022, the Corporation recorded CECL related charges of $12.2 million. The financial results for the year ended December 31, 2022 also included bank owned life insurance ("BOLI") death benefit claims of $977 thousand, or $0.03 diluted earnings per share.

During the year ended December 31, 2022, the Corporation recorded $3.8 million in expenses, or $0.10 diluted earnings per share, related to the development of a comprehensive digital platform, which will blend our core operating systems together and allow Univest to seamlessly deliver existing products and services, digitally, across an expanded footprint.

2021 Overview

The Corporation reported net income of $91.8 million, or $3.11 diluted earnings per share, for 2021 compared to net income of $46.9 million, or $1.60 diluted earnings per share, for 2020.

During the year ended December 31, 2021, the Corporation reversed CECL related charges of $10.1 million, of which $17.9 million (after-tax benefit of $14.2 million), or $0.48 diluted earnings per share, was attributable to favorable changes in economic-related assumptions within the CECL model partially offset by a $7.4 million increase in reserves for loans.

The financial results for the year ended December 31, 2021 included tax-free bank owned life insurance ("BOLI") death benefit claims of $1.1 million, or $0.04 diluted earnings per share, and income of $15.0 million, or $0.40 diluted earnings per share, within net interest income related to PPP loans, of which $10.4 million was the result of recognition of associated net deferred loan fees upon forgiveness and pay downs of PPP loans totaling $630.7 million.

Results of Operations

Net Interest Income

Net interest income is the difference between interest earned primarily on loans and leases and investment securities and interest paid on deposits, borrowings, long-term debt and subordinated notes. Net interest income is the principal source of the Corporation's revenue. Table 1 presents the Corporation's average balances, tax-equivalent interest income, interest expense, tax-equivalent yields earned on average assets, cost of average liabilities, and shareholders' equity on a tax-equivalent basis for the years ended December 31, 2022, 2021 and 2020. The tax-equivalent net interest margin is tax-equivalent net interest income as a percentage of average interest-earning assets. The tax-equivalent net interest spread represents the weighted average tax-equivalent yield on interest-earning assets less the weighted average cost of interest-bearing liabilities. The effect of net interest-free funding sources represents the effect on the net interest margin of net funding provided by noninterest-earning assets, noninterest-bearing liabilities and shareholders' equity. Table 2 analyzes the changes in the tax-equivalent net interest income for the periods broken down by their rate and volume components.

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2022 versus 2021

Reported net interest income for the year ended December 31, 2022 was $218.3 million, an increase of $29.9 million, or 15.9%, from the prior year. Net interest income, on a tax-equivalent basis, for the year ended December 31, 2022 was $220.2 million, an increase of $29.7 million, or 15.6%, from the prior year. The increase in tax-equivalent net interest income was due to an increase in interest income of $42.2 million, primarily driven by increases in asset yields, including loans and investments, due to the rising interest rate environment, coupled with significant loan growth in commercial, commercial real estate and construction loans, offset by a decrease in PPP loan income of $14.2 million. These increases were offset by an increase of $12.5 million in the cost of interest-bearing deposits, due to the rising interest rate environment. The net interest margin on a tax-equivalent basis for the year ended December 31, 2022 was 3.38% compared to 3.06% for 2021. The net interest margin increase was attributable to loan growth, the rapid increase in interest rates and the asset sensitivity of the Corporation's balance sheet, offset by an increase in cost of funds.

2021 versus 2020

Reported net interest income for the year ended December 31, 2021 was $188.4 million, an increase of $14.0 million, or 8.0%, from the prior year. Net interest income, on a tax-equivalent basis, for the year ended December 31, 2021 was $190.5 million, an increase of $13.7 million, or 7.7%, from the prior year. The increase in reported and tax-equivalent net interest income was primarily due to an increase in PPP loan income of $7.0 million, an $8.2 million decrease in the cost of interest-bearing liabilities and growth in loans, primarily commercial real estate loans, partially offset by a decrease in loan yields, excluding PPP loans, and investment yields. The net interest margin on a tax-equivalent basis for the year ended December 31, 2021 was 3.06% compared to 3.16% for 2020. The net interest margin decrease was attributable to increased levels of excess liquidity in 2021 driven by strong deposit growth, primarily due to the various pandemic-related stimulus initiatives offset by the favorable impact of fully forgiven PPP loans.

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Table 1—Average Balances and Interest Rates—Tax-Equivalent Basis

For the Years Ended December 31,
202220212020
(Dollars in thousands)Average BalanceIncome/ ExpenseAverage RateAverage BalanceIncome/ ExpenseAverage RateAverage BalanceIncome/ ExpenseAverage Rate
Assets:
Interest-earning deposits with other banks$325,875$1,9200.59%$476,351$6610.14%$274,372$5740.21%
U.S. government obligations1,929402.076,9991442.067,1321452.03
Obligations of states and political subdivisions*2,302713.085,7022063.6123,0658253.58
Other debt and equity securities510,96111,3922.23393,7625,9921.52371,8147,6972.07
Federal Home Loan Bank, Federal Reserve Bank and other stock27,7841,6275.8626,8441,4175.2829,7261,7465.87
Total interest-earning deposits, investments and other interest-earning assets868,85115,0501.73909,6588,4200.93706,10910,9871.56
Commercial, financial and agricultural loans955,81643,0644.51840,13328,1423.35817,48930,6573.75
Paycheck Protection Program loans7,93979710.04281,48415,0325.34342,9208,0722.35
Real estate—commercial and construction loans3,060,689127,9064.182,734,259101,6923.722,312,99694,9624.11
Real estate—residential loans1,219,27547,4723.891,077,95240,0453.711,007,91542,0474.17
Loans to individuals26,6421,3254.9726,0621,0183.9128,7921,3324.63
Municipal loans and leases*236,8589,7034.10247,39610,1474.10283,49511,8574.18
Lease financings144,0468,7916.10115,1897,3636.3995,1946,4986.83
Gross loans and leases5,651,265239,0584.235,322,475203,4393.824,888,801195,4254.00
Total interest-earning assets6,520,116254,1083.906,232,133211,8593.405,594,910206,4123.69
Cash and due from banks57,19655,72452,000
Allowance for credit losses, loans and leases(72,069)(74,943)(73,459)
Premises and equipment, net51,36255,87555,888
Operating lease right-of-use asset30,44332,75834,277
Other assets369,244353,896343,261
Total assets$6,956,292$6,655,443$6,006,877
Liabilities:
Interest-bearing checking deposits$884,656$5,0100.57%$850,713$2,0070.24%$692,049$2,1730.31%
Money market savings1,389,22613,8351.001,366,7623,5740.261,113,0395,5510.50
Regular savings1,056,0191,2690.12983,7521,1140.11874,3662,0570.24
Time deposits443,8455,3081.20498,6386,1781.24572,1039,8351.72
Total time and interest-bearing deposits3,773,74625,4220.673,699,86512,8730.353,251,55719,6160.60
Short-term borrowings60,4681,3892.3016,55280.0586,6583270.38
Long-term debt95,0001,2871.3596,5621,3181.36189,4102,8791.52
Subordinated notes105,3565,7985.50137,8967,1495.18134,9496,7625.01
Total borrowings260,8248,4743.25251,0108,4753.38411,0179,9682.43
Total interest-bearing liabilities4,034,57033,8960.843,950,87521,3480.543,662,57429,5840.81
Noninterest-bearing deposits2,068,0861,891,3301,599,333
Operating lease liabilities33,50836,00137,557
Accrued expenses and other liabilities48,62942,78139,212
Total liabilities6,184,7935,920,9875,338,676
Shareholders' Equity:
Common stock157,784157,784157,784
Additional paid-in capital299,121297,189296,023
Retained earnings and other equity314,594279,483214,394
Total shareholders' equity771,499734,456668,201
Total liabilities and shareholders' equity$6,956,292$6,655,443$6,006,877
Net interest income$220,212$190,511$176,828
Net interest spread3.062.862.88
Effect of net interest-free funding sources0.320.200.28
Net interest margin3.38%3.06%3.16%
Ratio of average interest-earning assets to average interest-bearing liabilities161.61%157.74%152.76%

*Obligations of states and political subdivisions and municipal loans and leases are tax-exempt earning assets.

Notes: For rate calculation purposes, average loan and lease categories include deferred fees and costs and purchase accounting adjustments.

Net interest income includes net deferred (costs)/fees (amortization)/accretion of $(1.8) million, $8.7 million and $893 thousand for the years ended December 31, 2022, 2021 and 2020, respectively.

Nonaccrual loans and leases have been included in the average loan and lease balances. Loans held for sale have been included in the average loan balances.

Tax-equivalent amounts for the years ended December 31, 2022, 2021 and 2020 have been calculated using the Corporation's federal applicable rate of 21%.

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Table 2—Analysis of Changes in Net Interest Income

The rate-volume variance analysis set forth in the table below compares changes in tax-equivalent net interest income for the year ended December 31, 2022 compared to 2021 and for the year ended December 31, 2021 compared to 2020, indicated by their rate and volume components. The change in interest income/expense due to both volume and rate has been allocated proportionately.

For the Years Ended December 31, 2022 Versus 2021For the Years Ended December 31, 2021 Versus 2020
(Dollars in thousands)Volume ChangeRate ChangeTotalVolume ChangeRate ChangeTotal
Interest income:
Interest-earning deposits with other banks$(271)$1,530$1,259$324$(237)$87
U.S. government obligations(105)1(104)(3)2(1)
Obligations of states and political subdivisions(109)(26)(135)(626)7(619)
Other debt and equity securities2,1013,2995,400433(2,138)(1,705)
Federal Home Loan Bank, Federal Reserve Bank and other stock51159210(162)(167)(329)
Interest on deposits, investments and other interest-earning assets1,6674,9636,630(34)(2,533)(2,567)
Commercial, financial and agricultural loans4,24510,67714,922830(3,345)(2,515)
Paycheck Protection Program loans(21,354)7,119(14,235)(1,672)8,6326,960
Real estate—commercial and construction loans12,87613,33826,21416,286(9,556)6,730
Real estate—residential loans5,4212,0067,4272,810(4,812)(2,002)
Loans to individuals24283307(119)(195)(314)
Municipal loans and leases(444)(444)(1,486)(224)(1,710)
Lease financings1,775(347)1,4281,303(438)865
Interest and fees on loans and leases2,54333,07635,61917,952(9,938)8,014
Total interest income4,21038,03942,24917,918(12,471)5,447
Interest expense:
Interest-bearing checking deposits842,9193,003404(570)(166)
Money market savings5910,20210,2611,084(3,061)(1,977)
Regular savings6986155250(1,193)(943)
Time deposits(673)(197)(870)(1,153)(2,504)(3,657)
Total time and interest-bearing deposits(461)13,01012,549585(7,328)(6,743)
Short-term borrowings771,3041,381(154)(165)(319)
Long-term debt(21)(10)(31)(1,285)(276)(1,561)
Subordinated notes(1,770)419(1,351)152235387
Interest on borrowings(1,714)1,713(1)(1,287)(206)(1,493)
Total interest expense(2,175)14,72312,548(702)(7,534)(8,236)
Net interest income$6,385$23,316$29,701$18,620$(4,937)$13,683

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Provision for Credit Losses

The provision for credit losses for the years ended December 31, 2022 and 2020 was $12.2 million and $40.8 million, respectively. The reversal of provision for credit losses for the year ended December 31, 2021 was $10.1 million. Net loan and lease charge-offs for the years ended December 31, 2022, 2021, and 2020 were $3.9 million, $213 thousand and $4.6 million, respectively. The increase in charge-offs in 2022 was due to $3.3 million in charge-offs related to two commercial real estate loans totaling $5.8 million. See Executive Overview for additional information. The following table details information pertaining to the Corporation's allowance for credit losses on loans and leases as a percentage of loans and leases held for investment at the dates indicated.

December 31,
(Dollars in thousands)202220212020
Allowance for credit losses, loans and leases$79,004$71,924$83,044
Loans and leases held for investment6,123,2305,310,0175,306,841
Allowance for credit losses, loans and leases / loans and leases held for investment1.29%1.35%1.56%

Noninterest Income

The following table presents noninterest income for the years ended December 31, 2022, 2021 and 2020:

For the Years Ended December 31,$ Change% Change
(Dollars in thousands)2022202120202022 to 20212021 to 20202022 to 20212021 to 2020
Trust fee income$7,743$8,403$7,703$(660)$700(7.9)%9.1%
Service charges on deposit accounts6,1755,5044,84567165912.213.6
Investment advisory commission and fee income19,74818,93615,9448122,9924.318.8
Insurance commission and fee income19,06516,35716,0872,70827016.61.7
Other service fee income12,42510,2757,5432,1502,73220.936.2
Bank owned life insurance income3,7873,9812,940(194)1,041(4.9)35.4
Net gain on sales of investment securities30145871(115)(726)(79.3)(83.4)
Net gain on mortgage banking activities4,41215,14116,442(10,729)(1,301)(70.9)(7.9)
Other income4,5004,4825,95318(1,471)0.4(24.7)
Total noninterest income$77,885$83,224$78,328$(5,339)$4,896(6.4)%6.3%

2022 versus 2021

Noninterest income for the year ended December 31, 2022 was $77.9 million, a decrease of $5.3 millions, or 6.4%, compared to 2021.

Net gain on mortgage banking activities decreased $10.7 million, or 70.9%, for the year ended December 31, 2022, primarily due to a decrease in loan sales due to the higher interest rate environment and a contraction of gain on sale margins.

Insurance commission and fee income increased $2.7 million, or 16.6%, for the year ended December 31, 2022, primarily due to incremental revenue attributable to the acquisition of the Paul I. Sheaffer insurance agency in the fourth quarter of 2021.

Other service fee income increased $2.2 million, or 20.9%, for the year ended December 31, 2022, from the prior year. Servicing fees increased $1.3 million for the year ended December 31, 2022, driven by reduced amortization as a result of a decrease in prepayment speeds due to the higher interest rate environment. Additionally, interchange income increased $381 thousand for the year ended December 31, 2022, due to increased customer activity.

2021 versus 2020

Noninterest income for the year ended December 31, 2021 was $83.2 million, an increase of $4.9 million, or 6.3%, compared to 2020.

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Investment advisory commission and fee income increased $3.0 million, or 18.8%, for the year ended December 31, 2021, due to increased assets under management driven by new customer relationships and favorable market conditions. BOLI income increased $1.0 million, or 35.4%, for the year ended December 31, 2021, primarily due to proceeds from BOLI death benefits of $1.1 million.

Other service fee income increased $2.7 million, or 36.2%, for the year ended December 31, 2021, from the prior year. Interchange income increased $1.2 million for the year ended December 31, 2021, due to increased customer activity. Mortgage

servicing fees increased $1.2 million for the year ended December 31, 2021, driven by an increase in retained servicing associated with elevated mortgage volume and reduced amortization due to decreased refinance activity and lower prepayment assumptions.

Net gain on mortgage banking activities decreased $1.3 million, or 7.9%, for the year ended December 31, 2021, due to a decrease in volume and contraction of margins.

Other income decreased $1.5 million, or 24.7%, for the year ended December 31, 2021. Fees on risk participation agreements for interest rate swaps decreased $3.5 million for the year ended December 31, 2021, driven by a decrease in customer demand. Gain on sale of small business administration (SBA) loans increased $1.3 million for the year ended December 31, 2021. This increase was reflective of the Corporation's continued commitment to delivering comprehensive financial solutions to small businesses through the expansion of the SBA lending team during the first half of 2021. Other income also increased $347 thousand driven by an increase in the fair value of equity securities during the year ended December 31, 2021.

Noninterest Expense

The following table presents noninterest expense for the years ended December 31, 2022, 2021 and 2020:

For the Years Ended December 31,$ Change% Change
(Dollars in thousands)2022202120202022 to 20212021 to 20202022 to 20212021 to 2020
Salaries, benefits and commissions$115,806$104,191$93,208$11,615$10,98311.1%11.8%
Net occupancy10,19310,39710,358(204)39(2.0)0.4
Equipment3,9043,8993,8415580.11.5
Data processing15,21512,74311,3332,4721,41019.412.4
Professional fees9,3327,6875,3381,6452,34921.444.0
Marketing and advertising2,4622,0631,9753998819.34.5
Deposit insurance premiums3,0752,7122,59136312113.44.7
Intangible expenses1,2939791,216314(237)32.1(19.5)
Restructuring charges1841,439184(1,439)N/MN/M
Other expense25,31022,73823,6992,572(961)11.3(4.1)
Total noninterest expense$186,774$167,409$154,998$19,365$12,41111.6%8.0%

2022 versus 2021

Noninterest expense for the year ended December 31, 2022 was $186.8 million, an increase of $19.4 million, or 11.6%, compared to 2021.

Salaries, benefits and commissions increased $11.6 million, or 11.1%, for the year ended December 31, 2022. This increase reflects the insurance acquisition in the fourth quarter of 2021, our expansion into Maryland and Western Pennsylvania and annual merit increases.

Data processing expense increased $2.5 million, or 19.4%, primarily due to continued investments in technology, general price increases, and $653 thousand in support of our digital transformation initiative, a comprehensive digital platform which will blend our core operating systems together and allow Univest to personalize experiences and seamlessly deliver existing products and services, digitally, across an expanded footprint.

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Professional fees increased $1.6 million, or 21.4%, for the year ended December 31, 2022, primarily attributable to consulting fees totaling $3.0 million during 2022 in support of our digital transformation initiative. We had a $1.5 million investment in our Diversity, Equity and Inclusion training initiatives for the year ended December 31, 2021.

Other expense increased $2.6 million, or 11.3%, primarily driven by increases in travel and entertainment expenses of $907 thousand and $773 thousand of fraud losses.

2021 versus 2020

Noninterest expense for the year ended December 31, 2021 was $167.4 million, an increase of $12.4 million, or 8.0%, compared to 2020.

Salaries, benefits and commissions increased $11.0 million, or 11.8%, for the year ended December 31, 2021. The increase reflects our continued investment in revenue producing staff across all business lines and annual merit increases. Variable incentive compensation expenses increased $3.6 million from the prior year due to increased profitability. Additionally, the Corporation modified the vesting criteria for performance-based restricted stock grants in 2020 to better reflect the operating environment, which resulted in a benefit of $928 thousand in salaries, benefits and commissions in the fourth quarter of 2020.

Professional fees increased $2.3 million, or 44.0%, for the year ended December 31, 2021, primarily attributable to consulting fees totaling $1.5 million during 2021 in support of our Diversity, Equity and Inclusion program, training initiatives and treasury management product enhancements. Data processing expense increased $1.4 million, or 12.4%, primarily due to continued investments in our end-to-end loan origination solution for loans below $1.0 million, customer relationship management software, internal infrastructure improvements and outsourced data processing solutions.

Restructuring charges decreased $1.4 million for the year ended December 31, 2021. These charges related to the Corporation's financial center optimization plan announced in 2020. Other expense decreased $961 thousand, or 4.1%, primarily driven by extinguishment of long-term debt expense of $1.8 million for the year ended December 31, 2020, offset primarily by increases in interchange expense driven by increased customer activity.

Tax Provision

The provision for income taxes was $19.1 million, $22.5 million and $10.0 million for the years ended December 31, 2022, 2021 and 2020, respectively, at effective rates of 19.6%, 19.7% and 17.5%, respectively. The effective tax rates reflect the benefits of tax-exempt income from investments in municipal securities and loans and leases. Excluding this impact, the effective tax rate was 21.3% for the years ended December 31, 2022, 2021, and 2020.

Financial Condition

ASSETS

The following table presents assets at the dates indicated:

At December 31,
(Dollars in thousands)20222021$ Change% Change
Cash and cash equivalents$152,799$890,150$(737,351)(82.8)%
Investment securities, net of allowance for credit losses507,562496,98910,5732.1
Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost33,84128,1865,65520.1
Loans held for sale5,03721,600(16,563)(76.7)
Loans and leases held for investment6,123,2305,310,017813,21315.3
Allowance for credit losses, loans and leases(79,004)(71,924)(7,080)9.8
Premises and equipment, net50,93956,882(5,943)(10.4)
Operating lease right-of-use asset30,05930,407(348)(1.1)
Goodwill and other intangibles, net186,894187,358(464)(0.2)
Bank owned life insurance120,297118,6991,5981.3
Accrued interest receivable and other assets90,36254,05736,30567.2
Total assets$7,222,016$7,122,421$99,5951.4%

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Cash and Interest-Earning Deposits

Cash and interest-earning deposits decreased $737.4 million, or 82.8%, from December 31, 2021, primarily due to decreased interest earning deposits at the Federal Reserve Bank of $780.9 million as such funds were used to fund loan growth and deposit outflows.

Investment Securities

Total investment securities at December 31, 2022 increased $10.6 million, or 2.1%, from December 31, 2021. Purchases of $130.8 million, primarily residential mortgage-backed securities, were partially offset by maturities and pay-downs of $63.6 million, decreases in the fair value of available-for-sale investment securities of $49.2 million, sales of $5.5 million, net amortization of purchased premiums and discounts of $1.5 million and a provision for credit losses of $211 thousand.

Table 3—Investment Securities

The following table shows the carrying amount of investment securities, net of allowance for credit losses, at the dates indicated. Held-to-maturity, available-for-sale and equity security portfolios are combined.

At December 31,
(Dollars in thousands)202220212020
U.S. government corporations and agencies$$6,999$6,998
State and political subdivisions2,2852,33313,537
Residential mortgage-backed securities418,115391,089258,422
Collateralized mortgage obligations2,3223,2785,321
Corporate bonds82,26190,29185,619
Equity securities2,5792,9993,279
Total investment securities$507,562$496,989$373,176

Table 4—Investment Securities (Yields)

The following table shows the maturity distribution and weighted average yields of investment securities at amortized cost at December 31, 2022. Expected maturities may differ from contractual maturities because debt issuers may have the right to call or prepay obligations without call or prepayment penalties. Therefore, the stated yield may not be recognized in future periods. Additionally, residential mortgage-backed securities, which are collateralized by residential mortgage loans, typically prepay at a rate faster than the stated maturity. The weighted average yield is calculated by dividing income, which has not been tax effected on tax-exempt obligations, within each contractual maturity range by the outstanding amount of the related investment. Held-to-maturity and available-for-sale portfolios are combined, net of allowance for credit losses.

1 Year or lessAfter 1 Year to 5 YearsAfter 5 Years to 10 YearsAfter 10 Years
(Dollars in thousands)Amortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average Yield
State and political subdivisions$%$2,3272.51%$%$%
Residential mortgage-backed securities2,5182.3016,4752.50441,2582.26
Collateralized mortgage obligations3242.702,2571.54
Corporate bonds1,0004.6730,6792.6760,0003.60
Total held-to- maturity and available-for-sale investment securities$1,0004.67%$35,5242.63%$76,7993.36%$443,5152.26%

At December 31, 2022, the Corporation had no reportable investments in any single issuer representing more than 10% of shareholders' equity.

Loans and Leases

Gross loans and leases held for investment at December 31, 2022 increased $813.2 million, or 15.3%, from December 31, 2021. Gross loans and leases held for investment, excluding the $29.6 million decrease in PPP loans, increased $842.8 million, or 16.0%, from December 31, 2021. The growth in gross loans and leases held for investment, excluding PPP loans, was primarily due to increases in commercial, commercial real estate, construction, residential mortgage loans and lease financings.

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Table 5—Loan and Lease Maturities and Sensitivity to Changes in Interest Rates

The following table presents the maturity schedule of the loan and lease portfolio at December 31, 2022. Loans with variable rates or floating interest rates include adjustable rate instruments that may have longer than one month, and in some instances, multiple years of a fixed rate interest period.

(Dollars in thousands)TotalDue in One Year or LessDue after One Year to Five YearsDue After Five Years to Fifteen YearsDue After Fifteen Years
Loans and leases with fixed predetermined interest rates:
Commercial, financial and agricultural$268,820$18,243$203,773$42,902$3,902
Paycheck Protection Program2,1472,147
Real estate-commercial1,379,182112,4341,027,024229,7399,985
Real estate-construction54,9312,52626,91525,159331
Real estate-residential secured for business purpose230,85328,565178,07824,210
Real estate-residential secured for personal purpose62,8642,44611,81612,78935,813
Real estate-home equity secured for personal purpose7,8901,0728365,93349
Loans to individuals9,0094,7593,372585293
Lease financings211,3158,431187,43115,453
Loans and leases with fixed predetermined interest rates$2,227,011$178,476$1,641,392$356,770$50,373
Loans and leases with variable or floating interest rates:
Commercial, financial and agricultural$817,961$723,741$73,554$20,666$
Real estate-commercial1,648,773900,749672,71574,1211,188
Real estate-construction326,880205,88341,40858,26621,323
Real estate-residential secured for business purpose247,40164,381167,56815,452
Real estate-residential secured for personal purpose667,53124,84958,612584,070
Real estate-home equity secured for personal purpose168,809167,6981,111
Loans to individuals18,86418,5835276
Loans with variable or floating interest rates$3,896,219$2,105,884$1,014,973$752,851$22,511
Total gross loans and leases held for investment$6,123,230$2,284,360$2,656,365$1,109,621$72,884

Asset Quality

The Bank's strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing prompt attention to potential problem loans and leases. Performance of the loan and lease portfolio is monitored on a regular basis by Bank management and lending officers.

Nonaccrual loans and leases and accruing troubled debt restructured loans are loans or leases for which it is probable that not all principal and interest payments due will be collectible in accordance with the original contractual terms. Factors considered by management in determining accrual status include payment status, borrower cash flows, collateral value and the probability of collecting scheduled principal and interest payments when due.

At December 31, 2022, nonaccrual loans and leases and accruing troubled debt restructured loans were $13.4 million and had a related allowance for credit losses on loans and leases of $2.8 million. At December 31, 2021, nonaccrual loans and leases and accruing troubled debt restructured loans were $33.3 million and had a related allowance for credit losses on loans and leases of $11 thousand. During the second quarter, a nonaccrual commercial real estate loan was transferred to other real estate owned with an initial carrying value of $18.3 million. Individual reserves have been established based on current facts and management's judgments about the ultimate outcome of these credits, including the most recent known data available on any related underlying collateral and the borrower's cash flows. The amount of the individual reserve needed for these credits could change in future periods subject to changes in facts and judgments related to these credits.

Net loan and lease charge-offs for the year ended December 31, 2022 were $3.9 million compared to net loan and lease charge-offs of $213 thousand for the year ended December 31, 2021.

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Other real estate owned was $19.3 million at December 31, 2022, compared to $279 thousand at December 31, 2021 due to the transfer of a nonaccrual commercial real estate loan to other real estate owned noted above.

Table 6—Nonaccrual and Past Due Loans and Leases; Troubled Debt Restructured Loans and Lease Modifications; Other Real Estate Owned; and Related Ratios

The following table details information pertaining to the Corporation's nonperforming assets at the dates indicated.

At December 31,
(Dollars in thousands)202220212020
Nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications*$13,353$33,210$31,692
Accruing troubled debt restructured loans and lease modifications not included in the above495153
Accruing loans and leases, 90 days or more past due8754981,392
Total nonperforming loans and leases$14,277$33,759$33,137
Other real estate owned19,2582797,355
Total nonperforming assets$33,535$34,038$40,492
* Nonaccrual troubled debt restructured loans and lease modifications included in nonaccrual loans and leases in the above table$767$758$14,069
Loans and leases held for investment$6,123,230$5,310,017$5,306,841
Allowance for credit losses, loans and leases79,00471,92483,044
Allowance for credit losses, loans and leases / loans and leases held for investment1.29%1.35%1.56%
Nonaccrual loans and leases (including nonaccrual troubled debt restructured loans and lease modifications) / loans and leases held for investment0.22%0.63%0.60%
Allowance for credit losses, loans and leases / nonaccrual loans and leases591.66%216.57%262.03%

The following table provides additional information on the Corporation's nonaccrual loans held for investment:

At December 31,
(Dollars in thousands)2022202120202019
Total nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications$13,353$33,210$31,692$38,578
Nonaccrual loans and leases with partial charge-offs9281,4294,2271,966
Life-to-date partial charge-offs on nonaccrual loans and leases4485362,3771,320
Specific reserves on individually analyzed loans2,765115852,108

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Table 7—Loan Concentration

The following table provides summarized detail related to outstanding commercial loan balances, excluding PPP loans, segmented by industry description as of December 31, 2022:

(Dollars in thousands)December 31, 2022
Industry DescriptionTotal Outstanding Balance (excl PPP)% of Commercial Loan Portfolio
CRE - Retail$440,1128.8%
Animal Production340,8776.9
CRE - Office292,7405.9
CRE - Multi-family277,1575.6
CRE - 1-4 Family Residential Investment266,4235.3
Hotels & Motels (Accommodation)191,7353.9
CRE - Industrial / Warehouse174,3573.5
Nursing and Residential Care Facilities169,4433.4
Education163,3103.3
Specialty Trade Contractors153,4223.1
Homebuilding (tract developers, remodelers)149,9353.0
Merchant Wholesalers, Durable Goods136,7072.7
Motor Vehicle and Parts Dealers122,2912.5
Credit Intermediation and Other Related Activities114,1242.3
CRE - Mixed-Use - Residential109,8122.2
Crop Production91,5971.8
Administrative and Support Services79,6001.6
CRE - Mixed-Use - Commercial77,7901.6
Religious Organizations, Advocacy Groups74,9801.5
Wood Product Manufacturing74,9131.5
Rental and Leasing Services74,1581.5
Food Manufacturing73,7551.5
Food Services and Drinking Places68,0561.4
Merchant Wholesalers, Nondurable Goods63,5391.3
Personal and Laundry Services59,7961.2
Repair and Maintenance56,8701.1
Fabricated Metal Product Manufacturing55,5461.1
Miniwarehouse / Self-Storage55,5431.1
Amusement, Gambling, and Recreation Industries55,2481.1
Private Equity & Special Purpose Entities53,8181.1
Truck Transportation50,1821.0
Industries with $50 million in outstandings$4,167,83683.8%
Industries with $50 million in outstandings$806,96516.2%
Total Commercial Loans$4,974,801100.0%
Consumer Loans and Lease FinancingsTotal Outstanding Balance
Real Estate-Residential Secured for Personal Purpose$730,395
Real Estate-Home Equity Secured for Personal Purpose176,699
Loans to Individuals27,873
Lease Financings211,315
Total Consumer Loans and Lease Financings$1,146,282
Total$6,121,083

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Table 8—Summary of Loan and Lease Loss Experience

The following table presents average loans and leases and loan and lease loss experience for the periods indicated.

For the Years Ended December 31,
202220212020
(Dollars in thousands)Average LoansNet Charge-offs (Recoveries)Net Charge-offs (Recoveries) to Average LoansAverage LoansNet Charge-offs (Recoveries)Net Charge-offs (Recoveries) to Average LoansAverage LoansNet Charge-offs (Recoveries)Net Charge-offs (Recoveries) to Average Loans
Commercial, financial and agricultural$1,026,167$3230.03%$909,682$16%$906,823$1,1390.13%
Paycheck Protection Program7,939281,484342,920
Real estate-commercial2,863,5803,2760.112,589,585(204)(0.01)2,210,6102,8180.13
Real estate-construction312,024264,951230,764
Real estate-residential secured for business purpose427,849(55)(0.01)399,9261470.04377,1921130.03
Real estate-residential secured for personal purpose626,102521,240464,9671810.04
Real estate-home equity secured for personal purpose168,289(38)(0.02)160,176(64)(0.04)172,905(15)(0.01)
Loans to individuals26,6421790.6726,0481350.5228,7921870.65
Lease financings192,6732100.11169,3831830.11153,8282250.15
Total$5,651,265$3,8950.07%$5,322,475$213%$4,888,801$4,6480.10%

During the year ended December 31, 2022, the Corporation recorded charge-offs of $3.3 million related to two commercial real estate loans totaling $5.8 million. During the second quarter of 2020, the Corporation recorded a charge-off of $2.7 million related to one commercial real estate loan totaling $11.7 million.

Table 9—Allowance for Credit Losses On Loans and Leases

The following table summarizes the allocation of the allowance for credit losses on loans and leases, and the percentage of loans and leases in each major loan category to total loans and leases held for investment at the dates indicated.

At December 31,
20222021
(Dollars in thousands)ACL% of ACL to Total ACL% of Loans to Total LoansACL% of ACL to Total ACL% of Loans to Total Loans
Commercial, financial and agricultural$16,91621.4%17.7%$13,53618.8%18.0%
Paycheck Protection Program420.6
Real estate-commercial41,67352.749.541,09557.151.2
Real estate-construction4,9526.36.24,5756.45.3
Real estate-residential secured for business purpose7,0548.97.86,4829.07.7
Real estate-residential secured for personal purpose3,6854.711.92,4033.310.2
Real estate-home equity secured for personal purpose1,2871.62.91,0281.43.0
Loans to individuals3510.40.53630.50.5
Lease financings3,0823.93.52,2903.23.5
UnallocatedN/A1500.2N/A
Total$79,004100.0%100.0%$71,924100.0%100.0%

At December 31, 2022, the allowance for credit losses on individually analyzed loans was $2.8 million, or 20.7% of the balance of individually analyzed loans of $13.4 million. At December 31, 2021, the allowance for credit losses on individually analyzed loans was $11 thousand, or 0.03% of the balance of individually analyzed loans of $33.1 million.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets have been recorded on the books of the Corporation in connection with acquisitions. There was no impairment of goodwill or identifiable intangibles recorded during 2020 through 2022. There can be no assurance that future impairment assessments or tests will not result in a charge to earnings.

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LIABILITIES

The following table presents liabilities at the dates indicated:

At December 31,
(Dollars in thousands)20222021$ Change% Change
Deposits$5,913,526$6,055,124$(141,598)(2.3)%
Short-term borrowings197,14120,106177,035880.5
Long-term debt95,00095,000
Subordinated notes148,26098,87449,38649.9
Operating lease liabilities33,15333,453(300)(0.9)
Accrued interest payable and other liabilities58,43646,07012,36626.8
Total liabilities$6,445,516$6,348,627$96,8891.5%

Deposits

Total deposits decreased $141.6 million, or 2.3%, from December 31, 2021, primarily due to decreases in commercial, consumer and public fund deposits partially offset by an increase in brokered deposits. The decrease in deposits was primarily driven by our customers effectively deploying excess liquidity related to pandemic linked stimulus funds.

Table 10—Deposits

The following table summarizes the average amount of deposits for the periods indicated:

For the Years Ended December 31,
(Dollars in thousands)202220212020
Noninterest-bearing deposits$2,068,086$1,891,330$1,599,333
Interest-bearing checking deposits884,656850,713692,049
Money market savings1,389,2261,366,7621,113,039
Regular savings1,056,019983,752874,366
Time deposits443,845498,638572,103
Total average deposits$5,841,832$5,591,195$4,850,890

At December 31, 2022 and 2021, the Corporation had $3.3 billion and $3.4 billion, respectively, in uninsured deposits in excess of the FDIC insurance limit of $250,000. At December 31, 2022 and 2021, the Corporation had $95.0 million and $119.9 million, respectively, in time deposits in excess of $250,000 maturing disclosed in the table below. Brokered deposits in the amount of $35.3 million at December 31, 2022 are not included in time deposits more than $250,000. There were no brokered time deposits at December 31, 2021.

(Dollars in thousands)For the Years Ended December, 31
Maturity Period20222021
Due Three Months or Less$18,689$14,405
Due Over Three Months to Six Months24,28534,270
Due Over Six Months to Twelve Months33,11936,296
Due Over Twelve Months18,89934,924
Total$94,992$119,895

Borrowings

Total borrowings increased $226.4 million from December 31, 2021 due to an increase of $125.0 million in short-term FHLB overnight borrowings, $60.0 million in federal funds purchased and $50.0 million in fixed-to-floating rate subordinated notes issued by the Corporation in the fourth quarter of 2022.

Short-term borrowings at December 31, 2022 included $125.0 million in short-term FHLB overnight borrowings, $60.0 million in federal funds purchased and $12.1 million of customer repurchase agreements. Long-term debt at December 31, 2022

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included $95.0 million of FHLB advances and $148.3 million of subordinated notes. At December 31, 2022 and 2021, the Bank had outstanding short-term letters of credit with the FHLB totaling $690.5 million and $831.8 million, respectively, which were utilized to collateralize public fund deposits.

Other Liabilities

Other liabilities increased $12.4 million, or 26.8%, from December 31, 2021, primarily due to change in fair value of derivatives of $8.4 million. In May 2022, the Corporation entered into an interest rate swap classified as a cash flow hedge. At December 31, 2022, the notional amount of the interest rate swap was $250.0 million and the fair value was a liability of $8.6 million.

SHAREHOLDERS' EQUITY

The following table presents total shareholders' equity at the dates indicated:

At December 31,
(Dollars in thousands)20222021$ Change% Change
Common stock$157,784$157,784$%
Additional paid-in capital300,808299,1811,6270.5
Retained earnings428,637375,12453,51314.3
Accumulated other comprehensive (loss) income(62,104)(16,353)(45,751)279.8
Treasury stock(48,625)(41,942)(6,683)15.9
Total shareholders' equity$776,500$773,794$2,7060.3%

The increase in shareholders' equity at December 31, 2022 of $2.7 million from December 31, 2021 was primarily related to an increase in retained earnings of $53.5 million. Retained earnings was impacted by net income of $78.1 million, partially offset by $24.4 million of cash dividends paid during the year. Accumulated other comprehensive loss increased by $45.8 million, primarily attributable to decreases in the fair value of available-for-sale investment securities of $38.8 million, net of tax and a decrease in the fair value of derivatives of $6.8 million, net of tax. Treasury stock increased by $6.7 million, primarily related to purchases of $11.4 million under the Corporation's share repurchase program, offset by $4.7 million of stock issued under the dividend reinvestment and employee stock purchase plans and stock-based incentive plan activity.

Discussion of Segments

The Corporation has three operating segments: Banking, Wealth Management and Insurance. Detailed segment information appears in Note 23, "Segment Reporting" included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K.

The Banking segment reported pre-tax income of $93.4 million in 2022, $112.3 million in 2021 and $53.3 million in 2020. See the section of this MD&A under the heading "Results of Operations" and "Financial Condition" for a discussion of the key items impacting the Banking Segment.

The Wealth Management segment reported pre-tax income of $8.0 million in 2022, $9.2 million in 2021 and $7.3 million in 2020, which included noninterest income of $27.7 million in 2022, $27.5 million in 2021 and $23.8 million in 2020. The pre-tax income decreased from 2021 primarily due to an increase in interest expense of $1.1 million on trust deposits as a result of the current interest rate environment. Noninterest income increased slightly from 2021 primarily driven by new client relationships offset by the impact of decreased assets under management and supervision driven by unfavorable market conditions. Noninterest income increased in 2021 from 2020 due to increased assets under management and supervision driven by favorable market conditions and new client relationships. Wealth Management assets under management and supervision were $4.2 billion as of December 31, 2022, $4.9 billion as of December 31, 2021 and $4.1 billion as of December 31, 2020.

The Insurance segment reported pre-tax income of $3.3 million in 2022, $3.4 million in 2021 and $4.1 million in 2020, which included noninterest income of $19.9 million in 2022, $17.0 million in 2021 and $16.7 million in 2020. The increase in noninterest income in 2022 compared to 2021 was driven by incremental revenue attributable to the insurance agency the Corporation acquired in the fourth quarter of 2021. The decrease in pre-tax income in 2022 compared to 2021 was primarily due to increases in salary expense as we continue to invest in revenue producing positions and increases in intangible expense amortization related to the previously referenced insurance agency acquisition. The decrease in pre-tax income in 2021 compared to 2020 was primarily due to increases in salary expense as we continue to invest in revenue producing positions.

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Capital Adequacy

Capital guidelines assign minimum capital requirements for categories of assets depending on their assigned risks. The components of risk-based capital for the Corporation are Tier 1 and Tier 2.

At December 31, 2022, the Corporation had a Tier 1 risk-based capital ratio of 10.37% and total risk-based capital ratio of 13.67%. At December 31, 2021, the Corporation had a Tier 1 capital ratio of 11.08% and total risk-based capital ratio of 13.77%. The Corporation continues to be in the "well-capitalized" category under regulatory standards. Details on the capital ratios can be found in Note 21, "Regulatory Matters," included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K along with a discussion on dividend and other restrictions.

Asset/Liability Management

The primary functions of Asset/Liability Management are to ensure adequate earnings, capital and liquidity while maintaining an appropriate balance between interest-earning assets and interest-bearing liabilities. Management's objective with regard to interest rate risk is to understand the Corporation's sensitivity to changes in interest rates and develop and implement strategies to minimize volatility while maximizing net interest income.

The Corporation uses gap analysis and earnings at risk simulation modeling to quantify exposure to interest rate risk. The Corporation uses the gap analysis to identify and monitor long-term rate exposure and uses a simulation model to measure short-term rate exposure. The Corporation runs various earnings simulation scenarios to quantify the impact of declining or rising interest rates on net interest income over a one-year and two-year horizon. The simulation uses expected cash flows and repricing characteristics for all financial instruments at a point in time and incorporates company-developed, market-based assumptions regarding growth, pricing, and optionality such as prepayment speeds. As interest rates increase, fixed-rate assets tend to decrease in value; conversely, as interest rates decline, fixed-rate assets tend to increase in value.

Interest Rate Sensitivity

Interest rate sensitivity is a function of the repricing characteristics of the Corporation's assets and liabilities. Minimizing the balance sheet's maturity and repricing risk is a continual focus in a changing interest rate environment. The Corporation uses a variety of techniques to assist in identifying the potential range of risk, including a maturity/repricing gap analysis as well as an Earnings at Risk analysis under various interest rate scenarios.

The gap analysis identifies interest rate risk by identifying repricing gaps in the Corporation’s balance sheet. All assets and liabilities are modeled to reflect some level of behavioral optionality, such as prepayments on loans, early call features on investments or potential pricing change and/or product change to interest bearing deposits. The Corporation projects all non-interest bearing deposits to be considered non-rate sensitive. These assumptions are based upon historic behavior; however, they are inherently uncertain and thus cannot precisely predict the impact of changes in interest rates. While actual results will differ from simulated results due to customer behavioral change and/or market and regulatory influences, the following models are important tools to guide management.

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Table 11—Interest Rate Sensitivity Gap Analysis

The following table presents the Corporation's gap analysis at December 31, 2022:

(Dollars in thousands)Within Three MonthsAfter Three Months to Twelve MonthsAfter One Year to Five YearsOver Five YearsNon-Rate SensitiveTotal
Assets:
Cash and due from banks$$$$$84,176$84,176
Interest-earning deposits with other banks68,62368,623
Investment securities, net of allowance for credit losses72,36234,447184,377260,443(44,067)507,562
Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost33,84133,841
Loans held for sale5,0375,037
Loans and leases, net of allowance for credit losses2,176,013381,7662,557,9581,019,940(91,451)6,044,226
Other assets478,551478,551
Total assets$2,322,035$416,213$2,742,335$1,280,383$461,050$7,222,016
Liabilities and shareholders' equity:
Noninterest-bearing deposits$$$$$2,047,263$2,047,263
Interest-bearing demand deposits2,321,7482,321,748
Savings deposits1,025,4311,025,431
Time deposits80,072226,409209,0443,559519,084
Borrowings220,40110,000210,000440,401
Other liabilities91,58991,589
Shareholders' equity776,500776,500
Total liabilities and shareholders' equity$3,647,652$236,409$419,044$3,559$2,915,352$7,222,016
Interest rate swaps$(250,000)$$$$
Incremental gap$(1,575,617)$179,804$2,323,291$1,276,824$(2,454,302)
Cumulative gap$(1,575,617)$(1,395,813)$927,478$2,204,302
Cumulative gap as a percentage of interest-earning assets(23.3%)(20.7%)13.7%32.7%

The table above indicates that the Corporation should anticipate a greater amount of liabilities repricing than assets in the next twelve months. However, this table and analysis is limited as it does not take into account the magnitude of repricing due to rate changes.

Table 12—Net Interest Income - Summary of Earnings at Risk Simulation

Management also performs a simulation of net interest income to measure interest rate exposure. The following table demonstrates the anticipated impact of an instantaneous and parallel interest rate shift, or "shock," to the yield curve on the Corporation's net interest income over the next twelve months. This simulation incorporates the same assumptions noted above and assumes a static balance sheet with no incremental growth in interest-earning assets or interest-bearing liabilities over the next twelve months.

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The changes to net interest income are shown in the below table at December 31, 2022. The results suggest the Corporation's year-end balance sheet is slightly asset sensitive as net interest income is projected to increase in a rising rate environment. Actual results will likely be different than modeled due to numerous factors, including interest rates earned on new loans and investments as well as rates paid on new and existing deposits and new borrowings. The changes to net interest income shown below are in compliance with the Corporation's policy guidelines.

Estimated Change in Net Interest Income Over Next 12 Months
(Dollars in thousands)AmountPercent
Rate shock - Change in interest rates
+200 basis points$7,9303.16%
+100 basis points1,3090.52
-100 basis points(13,560)(5.40)
-200 basis points(24,347)(9.70)

Credit Risk

Originating loans exposes the Corporation to credit risk, which is the risk that the principal balance of a loan and any related interest will not be collected due to the inability of the borrower to repay the loan. The Corporation manages credit risk in the loan portfolio through adherence to consistent standards, guidelines and limitations established by the Board of Directors. Written loan policies establish underwriting standards, lending limits and other standards or limits as deemed necessary and prudent. While the Corporation has strict underwriting, review, and monitoring procedures in place, these procedures cannot eliminate all of the risks related to these lending activities.

The Corporation's loan review department conducts ongoing, independent reviews of the lending process to ensure adherence to established policies and procedures, monitors compliance with applicable laws and regulations and provides objective measurement of the risk inherent in the loan portfolio.

The Corporation focuses on both assessing the borrower's capacity and willingness to repay and obtaining sufficient collateral. Commercial, financial and agricultural loans are generally secured by the borrower's assets and by personal guarantees. Commercial real estate, construction and residential real estate secured for business purposes loans are originated primarily within the Pennsylvania, Maryland, Delaware and New Jersey market areas at prudent loan-to-value ratios and are often supported by a guarantee of the borrowers. Management closely monitors the composition and quality of the total commercial loan portfolio to ensure that any credit concentrations by borrower or industry are identified and managed. See "Risk Factors" included herein under Item 1A for additional information on lending risk related to commercial loans.

The Corporation originates fixed-rate and adjustable-rate residential mortgage loans that are secured by the underlying 1- to 4-family residential properties for personal purposes. Credit risk exposure in this area of lending is minimized by the evaluation of the creditworthiness of the borrower, including debt-to-income ratios, credit scores and adherence to underwriting policies that emphasize conservative loan-to-value ratios of generally no more than 80%. Residential mortgage loans granted in excess of the 80% loan-to-value ratio are generally insured by private mortgage insurance.

Credit risk in the consumer loan portfolio is controlled by strict adherence to underwriting standards that consider debt-to-income levels and the creditworthiness of the borrower and, if secured, collateral values. In the home equity loan portfolio, combined loan-to-value ratios are generally limited to 80%, but may be increased to 85% for the Corporation's strongest profile borrowers. Other credit considerations and compensating factors may warrant higher combined loan-to-value ratios. These loans are included within the portfolio of loans to individuals.

The primary risks that are involved with lease financing receivables are credit underwriting and borrower industry concentrations. The Corporation has strict underwriting, review, and monitoring procedures in place to mitigate these risks. Risk also lies in the residual value of the underlying equipment. Residual values are subject to judgments as to the value of the underlying equipment that can be affected by changes in economic and market conditions and the financial viability of the residual guarantors and insurers. To the extent not guaranteed or assumed by a third party, or otherwise insured against, the Corporation bears the risk of ownership of the leased assets. This includes the risk that the actual value of the leased assets at the end of the lease term will be less than the residual value. The Corporation greatly reduces this risk primarily by using $1.00 buyout leases and equipment finance agreements, in which the entire cost of the leased equipment is included in the contractual payments, leaving no residual payment at the end of the lease term for the majority of the lease portfolio.

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The Corporation closely monitors delinquencies as another means of maintaining asset quality. Collection efforts begin after a loan payment is missed, by attempting to contact all borrowers. If collection attempts fail, the Corporation will proceed to gain control of all collateral in a timely manner in order to minimize losses. While liquidation and recovery efforts continue, officers continue to work with the borrowers, if appropriate, to recover all monies owed to the Corporation.

Liquidity

The Corporation, in its role as a financial intermediary, is exposed to certain liquidity risks. Liquidity refers to the Corporation's ability to ensure that sufficient cash flows and liquid assets are available to satisfy demand for loans, deposit withdrawals, repayment of borrowings, certificates of deposit at maturity, operating expenses and capital expenditures. The Corporation manages liquidity risk by measuring and monitoring liquidity sources and estimated funding needs on a daily basis. The Corporation has a contingency funding plan in place to address liquidity needs in the event of an institution-specific or a systemic financial crisis.

Sources of Funds

Core deposits continue to be the largest significant funding source for the Corporation. These deposits are primarily generated from individuals, businesses, municipalities and non-profit customers located in our primary service areas. The Corporation faces increased competition for these deposits from a large array of financial market participants, including banks, credit unions, savings institutions, mutual funds, security dealers and others.

As part of its diversified funding strategy, the Corporation also utilizes a mix of short-term and long-term wholesale funding providers. Wholesale funding includes federal funds purchases from correspondent banks, secured borrowing lines from the Federal Home Loan Bank of Pittsburgh, the Federal Reserve Bank of Philadelphia and, at times, brokered deposits and other similar sources.

Cash Requirements

The Corporation has cash requirements for various financial obligations, including contractual obligations and commitments that require cash payments. The most significant contractual obligations, in both the under and over one-year time period, are for the Bank to repay certificates of deposit and long-term borrowings. The Bank anticipates meeting these obligations by utilizing on-balance sheet liquidity and continuing to provide convenient depository and cash management services through its financial center network, thereby replacing these contractual obligations with similar fund sources at rates that are competitive in our market. The Bank will also use borrowings and brokered deposits to meet its obligations.

Commitments to extend credit are the Bank's most significant commitment in both the under and over one-year time periods. These commitments do not necessarily represent future cash requirements in that these commitments often expire without being drawn upon.

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements, refer to Note 1, "Summary of Significant Accounting Policies" of this Form 10-K.

FY 2021 10-K MD&A

SEC filing source: 0000102212-22-000009.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2022-02-25. Report date: 2021-12-31.

Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations

(All dollar amounts presented in tables are in thousands, except per share data. "BP" equates to "basis points"; "N/M" equates to "not meaningful"; "—" equates to "zero" or "doesn't round to a reportable number"; and "N/A" equates to "not applicable." Certain prior period amounts have been reclassified to conform to the current-year presentation.)

The information contained in this report may contain forward-looking statements, including statements relating to the Corporation and its financial condition and results of operations that involve certain risks, uncertainties and assumptions. The Corporation's actual results may differ materially from those anticipated, expected or projected as discussed in forward-looking statements. A discussion of forward-looking statements and factors that might cause such a difference includes those discussed in Part I, "Forward-Looking Statements," Item 1A. "Risk Factors," as well as those within this Management's Discussion and Analysis (MD&A) of Financial Condition and Results of Operations and elsewhere in this report.

Critical Accounting Policies

The discussion below outlines the Corporation's critical accounting policies. For further information regarding accounting policies, refer to Note 1, "Summary of Significant Accounting Policies" included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K.

Management, in order to prepare the Corporation's financial statements in conformity with U.S. generally accepted accounting principles, is required to make estimates and assumptions that affect the amounts reported in the Corporation's financial statements. There are uncertainties inherent in making these estimates and assumptions. Certain critical accounting policies could materially affect the results of operations and financial position of the Corporation should changes in circumstances require a change in related estimates or assumptions. The Corporation has identified the fair value measurement of investment securities available-for-sale and the calculation of the allowance for credit losses on loans and leases, as critical accounting policies.

Fair Value Measurement of Investment Securities Available-for-Sale: The Corporation designates its investment securities as held-to-maturity, available-for-sale or trading. Each of these designations affords different treatment on the balance sheet and statement of income for market value changes affecting securities. Should evidence emerge that indicates that management's intent or ability to manage the securities as originally asserted is not supportable, securities in the held-to-maturity or available-for-sale designations may be re-categorized so that adjustments to either the balance sheet or statement of income may be required.

Fair values for securities are determined using independent pricing services and market-participating brokers. The independent pricing service utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information for structured securities, cash flows and, when available, loan performance data. Because many fixed income securities do not trade on a daily basis, the pricing service's evaluated pricing applications apply information as applicable through processes, such as benchmarking of like securities, sector groupings, and matrix pricing, to prepare evaluations. If at any time, the pricing service determines that it does have not sufficient verifiable information to value a particular security, the Corporation will utilize valuations from another pricing service. Management has a sufficient understanding of the third party service's valuation models, assumptions and inputs used in determining the fair value of securities to enable management to maintain an appropriate system of internal control.

Allowance for Credit Losses on Loan and Leases: The Allowance for Credit Losses (ACL) on loans and leases are provided using techniques that estimate losses on pools of loans and leases that share similar risk characteristics, specifically identify losses on individual loans and leases that do not share similar risk characteristics with others, and estimate the amount of unallocated allowance necessary to account for losses that may be present in the loan and lease portfolio but not yet currently identifiable. The adequacy of these allowances are sensitive to changes in current and forecasted economic conditions that may affect the ability of borrowers to make contractual payments as well as the value of the collateral securing such payments. Management utilizes a discounted cash flow (DCF) model to calculate the present value of the expected cash flows for pools of loans and leases that share similar risk characteristics and compares the results of this calculation to the amortized cost basis to determine its allowance for credit loss balance. The key assumptions used in the model are (1) probability of default, (2) loss given default, (3) prepayment and curtailment rates, (4) recovery delay (5) reasonable and supportable economic forecasts, (6) forecast reversion period, (7) expected recoveries on charged off loans, and (8) discount rate. Although management believes it uses the best information available to establish the ACL, future adjustments to the ACL may be necessary and the Corporation’s results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. While management believes it has established the ACL in conformity with GAAP, our regulators, in reviewing

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the loan portfolio, may request us to increase our ACL based on judgments different from ours. In addition, because future events affecting borrowers and collateral cannot be predicted without uncertainty, the existing ACL may not be adequate or increases may be necessary should the quality of any loans or leases deteriorate as a result of the factors discussed above. Any material increase in the ACL would adversely affect the Corporation’s financial condition and results of operations.

Quantitative Attribution Analysis

(Dollars in thousands)Allowance for credit losses on loans and leases
December 31, 2020$83,044
Recoveries2,800
Charge-offs(3,013)
Provision attributed to economic conditions(18,339)
Provision attributed to other impacts7,432
December 31, 2021$71,924

Economic Factors

At December 31, 2021At December 31, 2020Description of Economic Factors
Prepayment rates12.45%11.14%Average total portfolio rate
Curtailment rates27.77%27.18%Average total portfolio rate
Recovery delay29 months28 monthsAverage across all pools
Economic forecastMoody's downside weighted 80% S2, 20% S3Moody's downside S2Moody's US Macro Forecast Narratives for December 2021
Unemployment rates6.29%7.70%Average of 4 quarter forecast period
GDP rates2.13%2.29%Average of 4 quarter forecast period
House price index3.04%(0.16)%Average of 4 quarter forecast period
Retail salesN/A5.50%Average of 4 quarter forecast period

Sensitivity Analysis

The below table indicates the impact to the allowance for credit losses on loans and leases if the factors described below were adjusted in the Corporation's CECL model.

Increase (Decrease)Adjustment Factor
Prepayment rates+/- 1,700If rates were adjusted across all pools by +/-100 basis points
Curtailment rates+/- 400If rates were adjusted across all pools by +/- 100 basis points
Recovery delay+/- 2,200If recovery delays were adjusted by +/- 3 months across all pools
Economic forecast(27,577)If Baseline forecasts were used instead of the weighted Downside scenarios
Economic forecast(6,000)If S2 Downside forecasts were used instead of the S2 Downside weighted 80% & S3 Downside weighted 20%
Economic forecast26,381If S3 Downside forecasts were used instead of the S2 Downside weighted 80% & S3 Downside weighted 20%
Unemployment rates10,643If rates were increased across all pools by 100 basis points
Unemployment rates(9,871)If rates were decreased across all pools by 100 basis points
GDP rates+/- 2,700If the GDP forecast inputs were adjusted by +/- 100 basis points
House price index+/- 100If the HPI forecast inputs were adjusted by +/- 100 basis points
Reversion period95If the reversion period was increased by 2 quarters across all pools
Reversion period(771)If the reversion period was decreased by 2 quarters across all pools

Readers of the Corporation’s financial statements should be aware that the estimates and assumptions used in the Corporation’s current financial statements may need to be updated in future financial presentations for changes in circumstances, business or economic conditions in order to fairly represent the condition of the Corporation at that time.

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General

The Corporation earns revenues primarily from the margins and fees generated from the lending and depository services as well as fee-based income from trust, insurance, mortgage banking, treasury management and investment services. The Corporation seeks to achieve adequate and reliable earnings through business growth while maintaining adequate levels of capital and liquidity and limiting exposure to credit and interest rate risk.

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Selected Financial Data

For the Years Ended December 31,
(Dollars in thousands, except per share data)20212020201920182017
Earnings
Interest income$209,731$203,945$214,093$190,488$163,015
Interest expense21,34829,58444,86132,42619,839
Net interest income188,383174,361169,232158,062143,176
(Reversal of provision) provision for credit losses (1)(10,132)40,7948,51120,3109,892
Net interest income after provision for credit losses198,515133,567160,721137,752133,284
Noninterest income83,22478,32865,42260,17359,240
Noninterest expense167,409154,998146,090137,239130,713
Net income before income taxes114,33056,89780,05360,68661,811
Income taxes22,5299,98114,33410,14317,717
Net income$91,801$46,916$65,719$50,543$44,094
Financial Condition at Year End
Cash and cash equivalents$890,150$219,858$125,128$109,420$75,409
Investment securities, net of allowance for credit losses496,989373,176441,599473,306454,082
Net loans and leases held for investment5,238,0935,223,7974,351,5053,977,2103,598,512
Assets7,122,4216,336,4965,380,9244,984,3474,554,862
Deposits6,055,1245,242,7154,360,0753,885,9333,554,919
Borrowings213,980311,421263,596429,672355,590
Shareholders' equity773,794692,472675,122624,133603,374
Per Common Share Data
Average shares outstanding (in thousands)29,40329,24429,30029,37026,862
Earnings per share – basic$3.12$1.60$2.24$1.72$1.64
Earnings per share – diluted3.111.602.241.721.64
Dividends declared per share0.800.600.800.800.80
Book value (at year-end)26.2323.6423.0121.3220.57
Dividends declared to net income25.6%37.4%35.7%46.5%49.6%
Profitability Ratios
Return on average assets1.38%0.78%1.26%1.07%1.01%
Return on average equity12.507.0210.078.268.37
Average equity to average assets11.0411.1212.4912.9212.10
Efficiency ratio60.960.661.461.962.2
Asset Quality Ratios
Nonaccrual loans and leases (including nonaccrual, troubled debt restructured loans and lease modifications) to loans and leases held for investment0.63%0.60%0.88%0.65%0.40%
Nonperforming loans and leases to loans and leases held for investment0.640.620.880.670.74
Nonperforming assets to total assets0.480.640.730.560.63
Net charge-offs to average loans and leases outstanding0.100.060.330.17
Allowance for credit losses, loans and leases, to total loans and leases held for investment1.351.560.810.730.60
Allowance for credit losses, loans and leases, to nonaccrual loans and leases216.57262.0391.58112.04148.48
Allowance for credit losses, loans and leases, to nonperforming loans and leases213.05250.6191.12108.9980.69
(1) The Corporation adopted CECL effective January 1, 2020. Amounts reported for 2017-2019 were previously referred to as provision for loan and lease losses in prior filings and accounted for under legacy accounting standards.

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Executive Overview

The Corporation's consolidated net income, earnings per share and return on average assets and average equity were as follows:

For the Years Ended December 31,Amount of ChangePercent Change
(Dollars in thousands, except per share data)2021202020192021 to 20202020 to 20192021 to 20202020 to 2019
Net income$91,801$46,916$65,719$44,885$(18,803)95.7%(28.6%)
Net income per share:
Basic$3.12$1.60$2.24$1.52$(0.64)95.0(28.6)
Diluted3.111.602.241.51(0.64)94.4(28.6)
Return on average assets1.38%0.78%1.26%60 BP(48 BP)76.9(38.1)
Return on average equity12.50%7.02%10.07%548 BP(305 BP)78.1(30.3)

2021 Overview

The Corporation reported net income of $91.8 million, or $3.11 diluted earnings per share, for 2021 compared to net income of $46.9 million, or $1.60 diluted earnings per share, for 2020.

During the year ended December 31, 2021, the Corporation reversed CECL related charges of $10.1 million, of which $17.9 million (after-tax benefit of $14.2 million), or $0.48 diluted earnings per share, was attributable to favorable changes in economic-related assumptions within the CECL model partially offset by a $7.4 million increase in reserves for loans.

The financial results for the year ended December 31, 2021 included tax-free bank owned life insurance ("BOLI") death benefit claims of $1.1 million, or $0.04 diluted earnings per share, and income of $15.0 million, or $0.40 diluted earnings per share, within net interest income related to PPP loans, of which $10.4 million was the result of recognition of associated net deferred loan fees upon forgiveness and pay downs of PPP loans totaling $630.7 million.

2020 Overview

The Corporation reported net income of $46.9 million, or $1.60 diluted earnings per share, for 2020 compared to net income of $65.7 million, or $2.24 diluted earnings per share, for 2019.

The Corporation adopted CECL effective January 1, 2020. Upon adoption, the allowance for credit losses on loans and leases increased by $12.9 million, the allowance for credit losses on investments increased by $300 thousand and the reserve for unfunded commitments increased by $1.1 million, which, in the aggregate, resulted in an after-tax retained earnings adjustment of $11.3 million. In conjunction with this adoption, management adjusted certain Financial Statement line item titles to reflect the new accounting standard. Prior period amounts, which are accounted for under previous accounting standards, are presented on the same line item throughout the remainder of this document.

During the year ended December 31, 2020, the Corporation recorded CECL related charges of $40.8 million, of which $27.4 million (after-tax charge of $21.6 million), or $0.74 diluted earnings per share, was attributable to changes in economic related assumptions within the CECL model, primarily related to the effects of the COVID-19 pandemic.

The financial results for the year ended December 31, 2020 included a $1.4 million ($1.1 million after-tax), or $0.04 diluted earnings per share, restructuring charge associated with the Corporation's financial service center optimization plan announced during the third quarter of 2020 in which the Bank announced its plan to close or relocate eight, or 20%, of its financial centers. The financial results for the year ended December 31, 2020 also included a charge of $1.8 million ($1.4 million after-tax), or $0.05 diluted earnings per share, in other expense related to the extinguishment of long-term debt and a $652 thousand, or $0.02 diluted earnings per share, gain on sale of investment securities. During the fourth quarter of 2020, the Corporation modified the vesting criteria for outstanding performance-based restricted stock grants to better reflect the current operating environment. As a result of these modifications, a benefit of $928 thousand ($733 thousand after-tax), or $0.03 diluted earnings per share, was recognized in salaries, benefits and commissions for the year ended December 31, 2020.

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Acquisitions

Paul I. Sheaffer Insurance Agency

On December 1, 2021, Univest Insurance, LLC., the Bank's insurance subsidiary, completed the acquisition of certain assets of the Paul I. Sheaffer Insurance Agency (Sheaffer), a full-service firm providing insurance solutions to businesses and individuals in Central Pennsylvania.

The Corporation paid $3.8 million in cash at closing with additional contingent consideration to be paid in annual installments over the three-year period ending November 30, 2024, based on the achievement of certain levels of EBITDA (earnings before interest, taxes, depreciation and amortization). The potential aggregate cash payments that could result from the contingent consideration arrangement range from $0 to a maximum of $1.9 million over the next three years. As a result of the acquisition, the Corporation recorded goodwill of $3.0 million (inclusive of the contingent consideration) and customer-related intangibles of $2.5 million.

Results of Operations

Net Interest Income

Net interest income is the difference between interest earned on loans and leases and investment securities and interest paid on deposits and borrowings. Net interest income is the principal source of the Corporation's revenue. Table 1 presents the Corporation's average balances, tax-equivalent interest income, interest expense, tax-equivalent yields earned on average assets, cost of average liabilities, and shareholders' equity on a tax-equivalent basis for the years ended December 31, 2021, 2020 and 2019. The tax-equivalent net interest margin is tax-equivalent net interest income as a percentage of average interest-earning assets. The tax-equivalent net interest spread represents the weighted average tax-equivalent yield on interest-earning assets less the weighted average cost of interest-bearing liabilities. The effect of net interest-free funding sources represents the effect on the net interest margin of net funding provided by noninterest-earning assets, noninterest-bearing liabilities and shareholders' equity. Table 2 analyzes the changes in the tax-equivalent net interest income for the periods broken down by their rate and volume components.

2021 versus 2020

Reported net interest income for the year ended December 31, 2021 was $188.4 million, an increase of $14.0 million, or 8.0%, from the prior year. Net interest income, on a tax-equivalent basis, for the year ended December 31, 2021 was $190.5 million, an increase of $13.7 million, or 7.7%, from the prior year. The increase in reported and tax-equivalent net interest income was primarily due to an increase in PPP loan income of $7.0 million, an $8.2 million decrease in the cost of interest-bearing liabilities and growth in loans, primarily commercial real estate loans, partially offset by a decrease in loan yields, excluding PPP loans, and investment yields. The net interest margin on a tax-equivalent basis for the year ended December 31, 2021 was 3.06% compared to 3.16% for 2020. The net interest margin decrease was attributable to increased levels of excess liquidity in 2021 driven by strong deposit growth, primarily due to the various pandemic-related stimulus initiatives offset by the favorable impact of fully forgiven PPP loans.

2020 versus 2019

Reported net interest income for the year ended December 31, 2020 was $174.4 million, an increase of $5.1 million, or 3.0%, from the prior year. Net interest income, on a tax-equivalent basis, for the year ended December 31, 2020 was $176.8 million, an increase of $5.0 million, or 2.9%, from the prior year. The increase in reported and tax-equivalent net interest income was primarily due to lower deposit costs and growth in loans partially offset by a decrease in loan and investment yields. The net interest margin on a tax-equivalent basis for the year ended December 31, 2020 was 3.16% compared to 3.59% for 2019. The net interest margin decrease was attributable to Federal Reserve interest rate reductions of 75 basis points in the third and fourth quarters of 2019 and 150 basis points in the first quarter of 2020, increased levels of excess liquidity in 2020 driven by strong deposit balance growth and lower-yielding PPP loans, which were originated primarily during the second quarter of 2020.

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Table 1—Average Balances and Interest Rates—Tax-Equivalent Basis

For the Years Ended December 31,
202120202019
(Dollars in thousands)Average BalanceIncome/ ExpenseAverage RateAverage BalanceIncome/ ExpenseAverage RateAverage BalanceIncome/ ExpenseAverage Rate
Assets:
Interest-earning deposits with other banks$476,351$6610.14%$274,372$5740.21%$141,774$2,8762.03%
U.S. government obligations6,9991442.067,1321452.0314,6652541.73
Obligations of states and political subdivisions*5,7022063.6123,0658253.5850,3601,6933.36
Other debt and equity securities393,7625,9921.52371,8147,6972.07396,81610,4062.62
Federal Home Loan Bank, Federal Reserve Bank and other stock26,8441,4175.2829,7261,7465.8731,4462,1546.85
Total interest-earning deposits, investments and other interest-earning assets909,6588,4200.93706,10910,9871.56635,06117,3832.74
Commercial, financial and agricultural loans840,13328,1423.35817,48930,6573.75815,47240,4964.97
Paycheck Protection Program loans281,48415,0325.34342,9208,0722.35
Real estate—commercial and construction loans2,734,259101,6923.722,312,99694,9624.111,936,07391,6344.73
Real estate—residential loans1,077,95240,0453.711,007,91542,0474.17950,74346,0314.84
Loans to individuals26,0621,0183.9128,7921,3324.6331,9121,9766.19
Municipal loans and leases*247,39610,1474.10283,49511,8574.18331,83113,2624.00
Lease financings115,1897,3636.3995,1946,4986.8382,5885,9047.15
Gross loans and leases5,322,475203,4393.824,888,801195,4254.004,148,619199,3034.80
Total interest-earning assets6,232,133211,8593.405,594,910206,4123.694,783,680216,6864.53
Cash and due from banks55,72452,00048,877
Allowance for credit losses, loans and leases(74,943)(73,459)(32,389)
Premises and equipment, net55,87555,88858,237
Operating lease right-of-use asset32,75834,27735,712
Other assets353,896343,261330,466
Total assets$6,655,443$6,006,877$5,224,583
Liabilities:
Interest-bearing checking deposits$850,7132,0070.24$692,0492,1730.31$500,2952,7900.56
Money market savings1,366,7623,5740.261,113,0395,5510.50995,40315,8431.59
Regular savings983,7521,1140.11874,3662,0570.24802,8653,6600.46
Time deposits498,6386,1781.24572,1039,8351.72677,19913,2761.96
Total time and interest-bearing deposits3,699,86512,8730.353,251,55719,6160.602,975,76235,5691.20
Short-term borrowings16,55280.0586,6583270.3856,8821,0121.78
Long-term debt96,5621,3181.36189,4102,8791.52156,3663,2362.07
Subordinated notes137,8967,1495.18134,9496,7625.0194,6955,0445.33
Total borrowings251,0108,4753.38411,0179,9682.43307,9439,2923.02
Total interest-bearing liabilities3,950,87521,3480.543,662,57429,5840.813,283,70544,8611.37
Noninterest-bearing deposits1,891,3301,599,3331,210,577
Operating lease liabilities36,00137,55738,791
Accrued expenses and other liabilities42,78139,21239,057
Total liabilities5,920,9875,338,6764,572,130
Shareholders' Equity:
Common stock157,784157,784157,784
Additional paid-in capital297,189296,023293,784
Retained earnings and other equity279,483214,394200,885
Total shareholders' equity734,456668,201652,453
Total liabilities and shareholders' equity$6,655,443$6,006,877$5,224,583
Net interest income$190,511$176,828$171,825
Net interest spread2.862.883.16
Effect of net interest-free funding sources0.200.280.43
Net interest margin3.06%3.16%3.59%
Ratio of average interest-earning assets to average interest-bearing liabilities157.74%152.76%145.68%

*Obligations of states and political subdivisions and municipal loans and leases are tax-exempt earning assets.

Notes: For rate calculation purposes, average loan and lease categories include deferred fees and costs and purchase accounting adjustments.

Net interest income includes net deferred fees (costs) of $8.7 million, $893 thousand and ($2.7) million for the years ended December 31, 2021, 2020 and 2019, respectively.

Nonaccrual loans and leases have been included in the average loan and lease balances. Loans held for sale have been included in the average loan balances.

Tax-equivalent amounts for the years ended December 31, 2021, 2020 and 2019 have been calculated using the Corporation's federal applicable rate of 21%.

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Table 2—Analysis of Changes in Net Interest Income

The rate-volume variance analysis set forth in the table below compares changes in tax-equivalent net interest income for the year ended December 31, 2021 compared to 2020 and for the year ended December 31, 2020 compared to 2019, indicated by their rate and volume components. The change in interest income/expense due to both volume and rate has been allocated proportionately.

For the Years Ended December 31, 2021 Versus 2020For the Years Ended December 31, 2020 Versus 2019
(Dollars in thousands)Volume ChangeRate ChangeTotalVolume ChangeRate ChangeTotal
Interest income:
Interest-earning deposits with other banks$324$(237)$87$1,459$(3,761)$(2,302)
U.S. government obligations(3)2(1)(147)38(109)
Obligations of states and political subdivisions(626)7(619)(972)104(868)
Other debt and equity securities433(2,138)(1,705)(625)(2,084)(2,709)
Federal Home Loan Bank, Federal Reserve Bank and other stock(162)(167)(329)(113)(295)(408)
Interest on deposits, investments and other interest-earning assets(34)(2,533)(2,567)(398)(5,998)(6,396)
Commercial, financial and agricultural loans830(3,345)(2,515)100(9,939)(9,839)
Paycheck Protection Program loans(1,672)8,6326,9608,0728,072
Real estate—commercial and construction loans16,286(9,556)6,73016,336(13,008)3,328
Real estate—residential loans2,810(4,812)(2,002)2,652(6,636)(3,984)
Loans to individuals(119)(195)(314)(180)(464)(644)
Municipal loans and leases(1,486)(224)(1,710)(1,986)581(1,405)
Lease financings1,303(438)865868(274)594
Interest and fees on loans and leases17,952(9,938)8,01425,862(29,740)(3,878)
Total interest income17,918(12,471)5,44725,464(35,738)(10,274)
Interest expense:
Interest-bearing checking deposits404(570)(166)871(1,488)(617)
Money market savings1,084(3,061)(1,977)1,677(11,969)(10,292)
Regular savings250(1,193)(943)303(1,906)(1,603)
Time deposits(1,153)(2,504)(3,657)(1,924)(1,517)(3,441)
Total time and interest-bearing deposits585(7,328)(6,743)927(16,880)(15,953)
Short-term borrowings(154)(165)(319)363(1,048)(685)
Long-term debt(1,285)(276)(1,561)604(961)(357)
Subordinated notes1522353872,036(318)1,718
Interest on borrowings(1,287)(206)(1,493)3,003(2,327)676
Total interest expense(702)(7,534)(8,236)3,930(19,207)(15,277)
Net interest income$18,620$(4,937)$13,683$21,534$(16,531)$5,003

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Interest Income

2021 versus 2020

Interest income on a tax-equivalent basis for the year ended December 31, 2021 was $211.9 million, an increase of $5.4 million, or 2.6%, from 2020. The increase in interest income was primarily due to an increase in PPP loan income of $7.0 million, offset by a decrease in loan yields, excluding PPP loans, and investment yields.

2020 versus 2019

Interest income on a tax-equivalent basis for the year ended December 31, 2020 was $206.4 million, a decrease of $10.3 million, or 4.7%, from 2019. The decrease in interest income attributable to rate changes of $35.7 million was primarily due to the Federal Reserve interest rate reductions of 75 basis points in the third and fourth quarters of 2019 and 150 basis points in the first quarter of 2020 and its impact on loan and investment yields. This decrease was offset by an increase of $17.4 million attributable to volume changes, excluding PPP loans, which was due to increases in average gross loans and leases held for investment, of $397.3 million, excluding PPP loans, and was offset by $8.1 million in income from PPP loans.

Interest Expense

2021 versus 2020

Interest expense for the year ended December 31, 2021 was $21.3 million, a decrease of $8.2 million, or 27.8%, from 2020. The decrease in interest expense was primarily due to $6.7 million decrease in the cost of interest-bearing deposits, due to the current rate environment, and a $1.5 million decrease in interest expense on long-term FHLB advances.

2020 versus 2019

Interest expense for the year ended December 31, 2020 was $29.6 million, a decrease of $15.3 million, or 34.1%, from 2019. The decrease in interest expense was primarily due to the Federal Reserve interest rate decreases in 2019 and 2020 and a $105.1 million decrease in the average balance of time deposits, partially offset by growth of 12.7% in average interest-bearing liabilities during the year ended December 31, 2020, primarily due to the issuance of $100.0 million of subordinated notes in August 2020.

Provision for Credit Losses

The reversal of provision for credit losses for the year ended December 31, 2021 was $10.1 million and the provision for credit losses for the years ended December 31, 2020 and 2019, was $40.8 million, and $8.5 million, respectively. Net loan and lease charge-offs for the years ended December 31, 2021, 2020, and 2019 were $213 thousand, $4.6 million and $2.6 million, respectively. See Executive Overview for additional information.

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Noninterest Income

The following table presents noninterest income for the years ended December 31, 2021, 2020 and 2019:

For the Years Ended December 31,$ Change% Change
(Dollars in thousands)2021202020192021 to 20202020 to 20192021 to 20202020 to 2019
Trust fee income$8,403$7,703$7,826$700$(123)9.1%(1.6%)
Service charges on deposit accounts5,5044,8455,946659(1,101)13.6(18.5)
Investment advisory commission and fee income18,93615,94415,9402,992418.8
Insurance commission and fee income16,35716,08716,571270(484)1.7(2.9)
Other service fee income10,2757,5439,3412,732(1,798)36.2(19.2)
Bank owned life insurance income3,9812,9403,1791,041(239)35.4(7.5)
Net gain on sales of investment securities14587154(726)817(83.4)N/M
Net gain on mortgage banking activities15,14116,4423,946(1,301)12,496(7.9)316.7
Other income4,4825,9532,619(1,471)3,334(24.7)127.3
Total noninterest income$83,224$78,328$65,422$4,896$12,9066.3%19.7%

2021 versus 2020

Noninterest income for the year ended December 31, 2021 was $83.2 million, an increase of $4.9 million, or 6.3%, compared to 2020.

Investment advisory commission and fee income increased $3.0 million, or 18.8%, for the year ended December 31, 2021, due to increased assets under management driven by new customer relationships and favorable market conditions. BOLI income increased $1.0 million, or 35.4%, for the year ended December 31, 2021, primarily due to proceeds from BOLI death benefits of $1.1 million.

Other service fee income increased $2.7 million, or 36.2%, for the year ended December 31, 2021, from the prior year. Interchange income increased $1.2 million for the year ended December 31, 2021, due to increased customer activity. Mortgage servicing fees increased $1.2 million for the year ended December 31, 2021, driven by an increase in retained servicing associated with elevated mortgage volume and reduced amortization due to decreased refinance activity and lower prepayment assumptions.

Net gain on mortgage banking activities decreased $1.3 million, or 7.9%, for the year ended December 31, 2021, due to a decrease in volume and contraction of margins.

Other income decreased $1.5 million, or 24.7%, for the year ended December 31, 2021. Fees on risk participation agreements for interest rate swaps decreased $3.5 million for the year ended December 31, 2021, driven by a decrease in customer demand. Gain on sale of small business administration (SBA) loans increased $1.3 million for the year ended December 31, 2021. This increase was reflective of the Corporation's continued commitment to delivering comprehensive financial solutions to small businesses through the expansion of the SBA lending team during the first half of 2021. Other income also increased $347 thousand driven by an increase in the fair value of equity securities during the year ended December 31, 2021.

2020 versus 2019

Noninterest income for the year ended December 31, 2020 was $78.3 million, an increase of $12.9 million, or 19.7%, compared to 2019. Net gain on mortgage banking activities increased $12.5 million, or 316.7%, for the year ended December 31, 2020, due to an increase in volume and expansion of margins.

Other income increased $3.3 million, or 127.3%, for the year ended December 31, 2020. Fees on risk participation agreements for interest rate swaps increased $4.4 million for the year ended December 31, 2020, driven by increased customer activity due to the current rate environment. Gain on sale of small business administration (SBA) loans decreased $482 thousand for the year ended December 31, 2020 from the prior year due to decreased SBA loan sale activity. Equity securities measured at fair value decreased $266 thousand for the year ended December 31, 2020 from the prior year.

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Service charges on deposit accounts decreased $1.1 million, or 18.5%, for the year ended December 31, 2020 from the prior year due to the waiving of certain deposit service charges for customers in response to COVID-19 during the second quarter of 2020 and reduced customer activity in the third and fourth quarters of 2020.

Other service fee income decreased $1.8 million, or 19.2%, for the year ended December 31, 2020 from the prior year. Mortgage servicing right amortization increased $1.4 million for the year ended December 31, 2020 from the prior year driven by the decline in interest rates and their impact on prepayment activity. Interchange income decreased $308 thousand for the year ended December 31, 2020 from the prior year due to decreased customer transaction activity.

Noninterest Expense

The following table presents noninterest expense for the years ended December 31, 2021, 2020 and 2019:

For the Years Ended December 31,$ Change% Change
(Dollars in thousands)2021202020192021 to 20202020 to 20192021 to 20202020 to 2019
Salaries, benefits and commissions$104,191$93,208$88,289$10,983$4,91911.8%5.6%
Net occupancy10,39710,35810,221391370.41.3
Equipment3,8993,8414,17058(329)1.5(7.9)
Data processing12,74311,33310,4501,41088312.48.4
Professional fees7,6875,3385,5632,349(225)44.0(4.0)
Marketing and advertising2,0631,9752,59488(619)4.5(23.9)
Deposit insurance premiums2,7122,5917801211,8114.7232.2
Intangible expenses9791,2161,595(237)(379)(19.5)(23.8)
Restructuring charges1,439(1,439)1,439N/MN/M
Other expense22,73823,69922,428(961)1,271(4.1)5.7
Total noninterest expense$167,409$154,998$146,090$12,411$8,9088.0%6.1%

2021 versus 2020

Noninterest expense for the year ended December 31, 2021 was $167.4 million, an increase of $12.4 million, or 8.0%, compared to 2020.

Salaries, benefits and commissions increased $11.0 million, or 11.8%, for the year ended December 31, 2021. The increase reflects our continued investment in revenue producing staff across all business lines and annual merit increases. Variable incentive compensation expenses increased $3.6 million from the prior year due to increased profitability. Additionally, the Corporation modified the vesting criteria for performance-based restricted stock grants in 2020 to better reflect the operating environment, which resulted in a benefit of $928 thousand in salaries, benefits and commissions in the fourth quarter of 2020.

Professional fees increased $2.3 million, or 44.0%, for the year ended December 31, 2021, primarily attributable to consulting fees totaling $1.5 million during 2021 in support of our Diversity, Equity and Inclusion program, training initiatives and treasury management product enhancements. Data processing expense increased $1.4 million, or 12.4%, primarily due to continued investments in our end-to-end loan origination solution for loans below $1.0 million, customer relationship management software, internal infrastructure improvements and outsourced data processing solutions.

Restructuring charges decreased $1.4 million for the year ended December 31, 2021. These charges related to the Corporation's financial center optimization plan announced in 2020. Other expense decreased $961 thousand, or 4.1%, primarily driven by extinguishment of long-term debt expense of $1.8 million for the year ended December 31, 2020, offset primarily by increases in interchange expense driven by increased customer activity.

2020 versus 2019

Noninterest expense for the year ended December 31, 2020 was $155.0 million, an increase of $8.9 million, or 6.1%, compared to 2019. Salaries, benefits and commissions increased $4.9 million, or 5.6%, for the year ended December 31, 2020. The increases were attributable to additional staff hired, primarily during 2019 as noted below, to support revenue generation across all business lines, expansion of our commercial lending groups in the first and second quarters of 2019, annual merit increases and increased variable compensation due to strong mortgage banking activity. These increases in salaries, benefits and

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commissions were offset by the $928 thousand benefit recorded in connection with the modification of the metric issued to evaluate previously issued performance-based restricted stock, $1.3 million of incremental capitalized compensation related to the origination of PPP loans and a $994 thousand reduction in self-insured medical expenses.

Deposit insurance premiums increased $1.8 million, or 232.2%, for the year ended December 31, 2020 primarily due to an FDIC small bank assessment credit of $1.1 million, of which $988 thousand was recognized during the third quarter of 2019 and $114 thousand was recognized during the fourth quarter of 2019, and an increased assessment base for 2020 due to asset growth. Restructuring charges increased $1.4 million for the year ended December 31, 2020 due to the impact of the financial service center optimization plan discussed in the Executive Overview. Other expense increased $1.3 million, or 5.7%, for the year ended December 31, 2020 primarily due to charges from the extinguishment of long-term debt.

Tax Provision

The provision for income taxes was $22.5 million, $10.0 million and $14.3 million for the years ended December 31, 2021, 2020 and 2019, respectively, at effective rates of 19.7%, 17.5% and 17.9%, respectively. The effective tax rates reflect the benefits of tax-exempt income from investments in municipal securities and loans and leases. Excluding this impact, the effective tax rate was 21.2%, 21.3% and 21.1% for the years ended December 31, 2021, 2020, and 2019, respectively.

Financial Condition

ASSETS

The following table presents assets at the dates indicated:

At December 31,
(Dollars in thousands)20212020$ Change% Change
Cash and cash equivalents$890,150$219,858$670,292304.9%
Investment securities, net of allowance for credit losses496,989373,176123,81333.2
Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost28,18628,1833
Loans held for sale21,60037,039(15,439)(41.7)
Loans and leases held for investment5,310,0175,306,8413,1760.1
Allowance for credit losses, loans and leases(71,924)(83,044)11,120(13.4)
Premises and equipment, net56,88255,6361,2462.2
Operating lease right-of-use asset30,40734,325(3,918)(11.4)
Goodwill and other intangibles, net187,358181,4255,9333.3
Bank owned life insurance118,699117,7189810.8
Accrued interest receivable and other assets54,05765,339(11,282)(17.3)
Total assets$7,122,421$6,336,496$785,92512.4%

Cash and Interest-Earning Deposits

Cash and interest-earning deposits increased $670.3 million, or 304.9%, from December 31, 2020, primarily due to increased interest earning deposits at the Federal Reserve Bank of $678.9 million, resulting from excess cash on hand due to deposit growth exceeding the growth in loans and securities.

Investment Securities

Total investment securities at December 31, 2021 increased $123.8 million, or 33.2%, from December 31, 2020, primarily driven by purchases of $253.1 million, primarily of residential mortgage-backed securities, offset by $127.0 million in maturities and pay-downs, sales, and calls, and net amortization of purchased premiums and discounts of $2.8 million.

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Table 3—Investment Securities

The following table shows the carrying amount of investment securities, net of allowance for credit losses, at the dates indicated. Held-to-maturity, available-for-sale and equity security portfolios are combined.

At December 31,
(Dollars in thousands)202120202019
U.S. government corporations and agencies$6,999$6,998$7,297
State and political subdivisions2,33313,53734,595
Residential mortgage-backed securities391,089258,422303,515
Collateralized mortgage obligations3,2785,3212,361
Corporate bonds90,29185,61991,208
Equity securities2,9993,2792,623
Total investment securities$496,989$373,176$441,599

Table 4—Investment Securities (Yields)

The following table shows the maturity distribution and weighted average yields of investment securities at amortized cost at December 31, 2021. Expected maturities may differ from contractual maturities because debt issuers may have the right to call or prepay obligations without call or prepayment penalties. Therefore, the stated yield may not be recognized in future periods. Additionally, residential mortgage-backed securities, which are collateralized by residential mortgage loans, typically prepay at a rate faster than the stated maturity. The weighted average yield is calculated by dividing income, which has not been tax effected on tax-exempt obligations, within each contractual maturity range by the outstanding amount of the related investment. Held-to-maturity and available-for-sale portfolios are combined, net of allowance for credit losses.

1 Year or lessAfter 1 Year to 5 YearsAfter 5 Years to 10 YearsAfter 10 Years
(Dollars in thousands)Amortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average Yield
U.S. government corporations and agencies$6,9992.05%$%$%$%
State and political subdivisions2,3262.51
Residential mortgage-backed securities314.791532.067,4942.42384,9291.69
Collateralized mortgage obligations4812.772,8130.56
Corporate bonds2,5001.0028,7312.2660,0001.49
Total held-to- maturity and available-for-sale investment securities$9,5301.79%$31,2102.28%$67,9751.60%$387,7421.68%

At December 31, 2021, the Corporation had no reportable investments in any single issuer representing more than 10% of shareholders' equity.

Loans and Leases

Gross loans and leases held for investment at December 31, 2021 increased $3.2 million, or 0.1%, from December 31, 2020. Gross loans and leases held for investment, excluding the $452.0 million decrease in PPP loans, increased $455.2 million, or 9.4% from December 31, 2020. The growth in gross loans and leases held for investment, excluding PPP loans, was primarily due to increases in commercial, construction, commercial real estate loans, and residential mortgage loans and lease financings.

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Table 5—Loan and Lease Portfolio

The following table presents the composition of the loan and lease portfolio at the dates indicated:

At December 31,
(Dollars in thousands)202120202019
Commercial, financial and agricultural$956,396$892,665$947,029
Paycheck Protection Program31,748483,773
Real estate-commercial2,718,5352,458,8722,040,441
Real estate-construction283,918243,355232,595
Real estate-residential secured for business purpose409,900381,446373,973
Real estate-residential secured for personal purpose540,566487,600439,059
Real estate-home equity secured for personal purpose158,909166,609174,435
Loans to individuals25,50427,48229,883
Lease financings184,541165,039149,421
Total loans and leases held for investment, net of deferred income$5,310,017$5,306,841$4,386,836

Table 6—Loan and Lease Maturities and Sensitivity to Changes in Interest Rates

The following table presents the maturity schedule of the loan and lease portfolio at December 31, 2021. Loans with variable rates or floating interest rates include adjustable rate instruments that may have longer than one month, and in some instances, multiple years of a fixed rate interest period.

(Dollars in thousands)TotalDue in One Year or LessDue after One Year to Five YearsDue After Five Years to Fifteen YearsDue After Fifteen Years
Commercial, financial and agricultural$255,346$49,028$165,505$29,248$11,565
Paycheck Protection Program31,74886530,883
Real estate-commercial1,274,460117,681958,164198,440175
Real estate-construction50,4876,73631,4372,31410,000
Real estate-residential secured for business purpose247,16838,134185,12523,909
Real estate-residential secured for personal purpose61,84766215,15814,43731,590
Real estate-home equity secured for personal purpose6,3271,4348463,99651
Loans to individuals9,3224,4833,3201,243276
Lease financings184,54159,386122,5262,629
Loans and leases with fixed predetermined interest rates$2,121,246$278,409$1,512,964$276,216$53,657
Commercial, financial and agricultural$701,050$623,965$54,625$22,460$
Real estate-commercial1,444,075930,424474,47037,9431,238
Real estate-construction233,431184,94822,81825,665
Real estate-residential secured for business purpose162,73260,88193,3578,494
Real estate-residential secured for personal purpose478,71927,37558,440392,904
Real estate-home equity secured for personal purpose152,582151,1511,431
Loans to individuals16,18215,8574321
Loans with variable or floating interest rates$3,188,771$1,994,601$705,145$487,787$1,238
Total gross loans and leases held for investment$5,310,017$2,273,010$2,218,109$764,003$54,895

Asset Quality

The Bank's strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing prompt attention to potential problem loans and leases. Performance of the loan and lease portfolio is monitored on a regular basis by Bank management and lending officers.

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Nonaccrual loans and leases and accruing troubled debt restructured loans are loans or leases for which it is probable that not all principal and interest payments due will be collectible in accordance with the original contractual terms. Factors considered by management in determining accrual status include payment status, borrower cash flows, collateral value and the probability of collecting scheduled principal and interest payments when due.

At December 31, 2021, nonaccrual loans and leases and accruing troubled debt restructured loans were $33.3 million and had a related allowance for credit losses on loans and leases of $11 thousand. At December 31, 2020, nonaccrual loans and leases and accruing troubled debt restructured loans were $31.7 million and had a related allowance for credit losses on loans and leases of $585 thousand. Individual reserves have been established based on current facts and management's judgments about the ultimate outcome of these credits, including the most recent known data available on any related underlying collateral and the borrower's cash flows. The amount of the individual reserve needed for these credits could change in future periods subject to changes in facts and judgments related to these credits.

Other real estate owned was $279 thousand at December 31, 2021, compared to $7.4 million at December 31, 2020. The decrease of $7.1 million was related to the sale of a commercial real estate property in the second quarter of 2021 which was transferred to other real estate owned in the second quarter of 2020.

Table 7—Nonaccrual and Past Due Loans and Leases; Troubled Debt Restructured Loans and Lease Modifications; and Related Ratios

The following table details information pertaining to the Corporation's nonperforming assets at the dates indicated.

At December 31,
(Dollars in thousands)202120202019
Nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications*$33,210$31,692$38,578
Accruing troubled debt restructured loans and lease modifications not included in the above515354
Accruing loans and leases, 90 days or more past due4981,392143
Total nonperforming loans and leases$33,759$33,137$38,775
Other real estate owned2797,355516
Total nonperforming assets$34,038$40,492$39,291
* Nonaccrual troubled debt restructured loans and lease modifications included in nonaccrual loans and leases in the above table$758$14,069$13,817
Loans and leases held for investment$5,310,017$5,306,841$4,386,836
Allowance for credit losses, loans and leases71,92483,04435,331
Allowance for credit losses, loans and leases / loans and leases held for investment1.35%1.56%0.81%
Nonaccrual loans and leases (including nonaccrual troubled debt restructured loans and lease modifications) / loans and leases held for investment0.63%0.60%0.88%
Allowance for credit losses, loans and leases / nonaccrual loans and leases216.57%262.03%91.58%

The following table provides additional information on the Corporation's nonaccrual loans held for investment:

At December 31,
(Dollars in thousands)2021202020192018
Total nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications$33,210$31,692$38,578$26,208
Nonaccrual loans and leases with partial charge-offs1,4294,2271,9662,210
Life-to-date partial charge-offs on nonaccrual loans and leases5362,3771,3201,320
Specific reserves on individually analyzed loans115852,1081,415

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The Corporation modified certain loans and leases via principal and/or interest deferrals in accordance with Section 4013 of the CARES Act, the Consolidated Appropriations Act, 2021 and the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus, which permitted such modifications not to be categorized as troubled debt restructurings. As of December 31, 2021, there were nine loan and lease modifications outstanding with principal balances totaling $6.2 million, which represented approximately 0.1% of the loan portfolio, excluding PPP loans. As of December 31, 2020, there were 72 loan modifications outstanding with principal balances totaling $68.0 million, which represented approximately 1.4% of the loan portfolio, excluding PPP loans. See Table 8 below for a breakdown of these loans by industry description.

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Table 8—Loan Concentration

The following table provides summarized detail related to outstanding commercial loan balances, excluding PPP loans, segmented by industry description, and certain loan modifications segmented by industry description for commercial loans and segmented by loan category for other loan types as of December 31, 2021:

(Dollars in thousands)As of December 31, 2021
Industry DescriptionTotal Outstanding Balance (excl PPP)% of Commercial Loan Portfolio$ Balance of Modified Loans (1)Modified Loans as a % of Portfolio (excl PPP) (1)
CRE - Retail$350,3738.0%$%
Animal Production304,4877.0
CRE - 1-4 Family Residential Investment255,3975.8
CRE - Office235,0785.4
CRE - Multi-family222,4885.1
Nursing and Residential Care Facilities169,7083.9
Hotels & Motels (Accommodation)169,3973.91,4370.8
CRE - Industrial / Warehouse169,3293.9
Education162,7763.7
Specialty Trade Contractors130,4183.0
CRE - Mixed-Use - Residential121,0192.83,4052.8
Merchant Wholesalers, Durable Goods110,6752.5
CRE - Medical Office106,3482.4
Homebuilding (tract developers, remodelers)93,4692.1
Real Estate Lenders, Secondary Market Financing87,3892.0
Crop Production81,7041.9
Motor Vehicle and Parts Dealers78,2921.8
Food Manufacturing75,5871.7
Wood Product Manufacturing70,7691.6
Rental and Leasing Services69,0481.6
Administrative and Support Services66,5291.5
Personal and Laundry Services62,0511.4
Food Services and Drinking Places59,6361.4
Fabricated Metal Product Manufacturing58,9241.3
Merchant Wholesalers, Nondurable Goods57,1141.3
Repair and Maintenance53,8201.2
Miniwarehouse / Self-Storage51,9871.2
Religious Organizations, Advocacy Groups50,4321.2
Industries with $50 million in outstandings$3,524,24480.7%$4,8420.1%
Industries with $50 million in outstandings$844,50519.3%$9810.1%
Total Commercial Loans$4,368,749100.0%$5,8230.1%
Consumer Loans and Lease FinancingsTotal Outstanding Balance$ Balance of Modified Loans (1)Modified Loans as a % of Portfolio (1)
Real Estate-Residential Secured for Personal Purpose$540,566$3380.1%
Real Estate-Home Equity Secured for Personal Purpose158,909
Loans to Individuals25,504140.1
Lease Financings184,54133
Total Consumer Loans and Lease Financings$909,520$385%
Total$5,278,269$6,2080.1%

(1) Loan modifications referenced above were made in accordance with Section 4013 of the CARES Act, the Consolidated Appropriations Act, 2021 and the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus and therefore were not classified as TDRs as of December 31, 2021.

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Table 9—Summary of Loan and Lease Loss Experience

The following table presents average loans and leases and loan and lease loss experience for the periods indicated.

For the Years Ended December 31,
202120202019
(Dollars in thousands)Average LoansNet Charge-offs (Recoveries)Net Charge-offs (Recoveries) to Average LoansAverage LoansNet Charge-offs (Recoveries)Net Charge-offs (Recoveries) to Average LoansAverage LoansNet Charge-offs (Recoveries)Net Charge-offs (Recoveries) to Average Loans
Commercial, financial and agricultural$909,682$16%$906,823$1,1390.13%$929,175$1,5980.17%
Paycheck Protection Program281,484342,920
Real estate-commercial2,589,585(204)(0.01)2,210,6102,8180.131,861,6263090.02
Real estate-construction264,951230,764226,185
Real estate-residential secured for business purpose399,9261470.04377,1921130.03364,25410
Real estate-residential secured for personal purpose521,240464,9671810.04415,6611190.03
Real estate-home equity secured for personal purpose160,176(64)(0.04)172,905(15)(0.01)178,865720.04
Loans to individuals26,0481350.5228,7921870.6531,9122600.81
Lease financings169,3831830.11153,8282250.15140,9411830.13
Total$5,322,475$213%$4,888,801$4,6480.10%$4,148,619$2,5510.06%

During the second quarter of 2020, the Corporation recorded a charge-off of $2.7 million related to one commercial real-estate loan borrower.

Table 10—Allowance for Credit Losses On Loans and Leases

The following table summarizes the allocation of the allowance for credit losses on loans and leases, and the percentage of loans and leases in each major loan category to total loans and leases held for investment at the dates indicated.

At December 31,
20212020
(Dollars in thousands)ACL% of ACL to Total ACL% of Loans to Total LoansACL% of ACL to Total ACL% of Loans to Total Loans
Commercial, financial and agricultural$13,53618.8%18.0%$13,58416.4%16.8%
Paycheck Protection Program20.69.1
Real estate-commercial41,09557.151.252,23062.946.4
Real estate-construction4,5756.45.33,2984.04.6
Real estate-residential secured for business purpose6,4829.07.77,3178.87.2
Real estate-residential secured for personal purpose2,4033.310.23,0553.79.2
Real estate-home equity secured for personal purpose1,0281.43.01,1761.43.1
Loans to individuals3630.50.55330.60.5
Lease financings2,2903.23.51,7012.03.1
Unallocated1500.2N/A1500.2N/A
Total$71,924100.0%100.0%$83,044100.0%100.0%

At December 31, 2021, the allowance for credit losses on individually analyzed loans was $11 thousand, or 0.03% of the balance of individually analyzed loans of $33.1 million. At December 31, 2020, the allowance for credit losses on individually analyzed loans was $585 thousand, or 1.9% of the balance of individually analyzed loans of $31.5 million.

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Goodwill and Other Intangible Assets

Goodwill and other intangible assets have been recorded on the books of the Corporation in connection with acquisitions. The increase in goodwill of $3.0 million was related to the Sheaffer acquisition. Other intangible assets increased $3.0 million, primarily due to an increase of $2.5 million in customer-related intangibles related to the Sheaffer acquisition. There was no impairment of goodwill or identifiable intangibles recorded during 2019 through 2021. There can be no assurance that future impairment assessments or tests will not result in a charge to earnings.

LIABILITIES

The following table presents liabilities at the dates indicated:

At December 31,
(Dollars in thousands)20212020$ Change% Change
Deposits$6,055,1245,242,715$812,40915.5%
Short-term borrowings20,10617,9062,20012.3
Long-term debt95,000110,000(15,000)(13.6)
Subordinated notes98,874183,515(84,641)(46.1)
Operating lease liabilities33,45337,690(4,237)(11.2)
Accrued interest payable and other liabilities46,07052,198(6,128)(11.7)
Total liabilities$6,348,627$5,644,024$704,60312.5%

Deposits

Total deposits increased $812.4 million, or 15.5%, from December 31, 2020, primarily due to increases in commercial, consumer and public fund deposits offset by a decrease in brokered deposits.

Table 11—Deposits

The following table summarizes the average amount of deposits for the periods indicated:

For the Years Ended December 31,
(Dollars in thousands)202120202019
Noninterest-bearing deposits$1,891,330$1,599,333$1,210,577
Interest-bearing checking deposits850,713692,049500,295
Money market savings1,366,7621,113,039995,403
Regular savings983,752874,366802,865
Time deposits498,638572,103677,199
Total average deposits$5,591,195$4,850,890$4,186,339

At December 31, 2021 and 2020, the Corporation had $3.4 billion and $2.9 billion, respectively, in uninsured deposits in excess of the FDIC insurance limit of $250,000. At December 31, 2021 and 2020, the Corporation had $119.9 million and $161.6 million, respectively, in time deposits in excess of $250,000 maturing disclosed in the table below. Brokered deposits in the amount of $15.0 million at December 31, 2020 are not included in time deposits more than $250,000. There were no brokered time deposits at December 31, 2021.

(Dollars in thousands)For the Years Ended December, 31
Maturity Period20212020
Due Three Months or Less$14,405$76,641
Due Over Three Months to Six Months34,27027,798
Due Over Six Months to Twelve Months36,29629,612
Due Over Twelve Months34,92427,544
Total$119,895$161,595

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Borrowings

Total borrowings decreased $97.4 million from December 31, 2020 due to $85.0 million of redemptions of subordinated notes, which issued in 2015 and 2016, and a decrease of $15.0 million in long-term FHLB advances.

Short-term borrowings at December 31, 2021 included $20.1 million of customer repurchase agreements on an overnight basis. Long-term debt at December 31, 2021 included $95.0 million of FHLB advances and $98.9 million of subordinated notes. At December 31, 2021 and 2020, the Bank had outstanding short-term letters of credit with the FHLB totaling $831.8 million and $669.7 million, respectively, which were utilized to collateralize public fund deposits.

SHAREHOLDERS' EQUITY

The following table presents total shareholders' equity at the dates indicated:

At December 31,
(Dollars in thousands)20212020$ Change% Change
Common stock157,784157,784$%
Additional paid-in capital299,181296,1862,9951.0
Retained earnings375,124306,89968,22522.2
Accumulated other comprehensive loss(16,353)(22,144)5,791(26.2)
Treasury stock(41,942)(46,253)4,311(9.3)
Total shareholders' equity$773,794$692,472$81,32211.7%

The increase in shareholder's equity at December 31, 2021 of $81.3 million from December 31, 2020 was primarily related to an increase in retained earnings of $68.2 million. Retained earnings was impacted by net income of $91.8 million, partially offset by $23.5 million of cash dividends paid during the year. Accumulated other comprehensive loss decreased by $5.8 million, primarily due to unrealized gains of $5.4 million related to the defined benefit pension plans. Treasury stock decreased by $4.3 million, primarily related to $2.2 million of stock issued under dividend reinvestment and employee stock purchase plans and $1.9 million of stock options exercised.

Discussion of Segments

The Corporation has three operating segments: Banking, Wealth Management and Insurance. Detailed segment information appears in Note 23, "Segment Reporting" included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K.

The Banking segment reported pre-tax income of $113.1 million in 2021, $53.2 million in 2020 and $74.4 million in 2019. See the section of this MD&A under the heading ""Results of Operations" and "Financial Condition" for a discussion of the key items impacting the Banking Segment.

The Wealth Management segment reported pre-tax income of $8.5 million in 2021 and $7.5 million in 2020 and 2019, which included noninterest income of $27.5 million in 2021, $23.8 million in 2020 and $23.9 million in 2019. The pre-tax income and noninterest income increased from 2020 primarily due to increased assets under management and supervision driven by favorable market conditions and new client relationships. Noninterest income decreased slightly in 2020 from 2019 primarily due to decreased asset values driven by volatile market performance throughout 2020. Wealth Management assets under management and supervision were $4.9 billion as of December 31, 2021, $4.1 billion as of December 31, 2020 and $3.8 billion as of December 31, 2019.

The Insurance segment reported pre-tax income of $3.4 million in 2021, $4.1 million in 2020 and $4.3 million in 2019, which included noninterest income of $17.0 million in 2021, $16.7 million in 2020 and $17.3 million in 2019. The decrease in pre-tax income in 2021 compared to 2020 was primarily due to increases in salary expense as we continue to invest in revenue producing positions. The increase in noninterest income in 2021 compared to 2020 was primarily due to an increase in premiums for commercial lines, which was $7.7 million and $7.2 million at December 31, 2021 and 2020, respectively, offset by a decrease in contingent commission income, which was $1.2 million and $1.4 million for the years ended December 31, 2021 and 2020, respectively. The decreases in pre-tax income and noninterest income in 2020 compared to 2019 was primarily due to a decrease in contingent commission income, which was $1.4 million and $1.8 million for the years ended December 31, 2020 and 2019, respectively.

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Capital Adequacy

Capital guidelines assign minimum capital requirements for categories of assets depending on their assigned risks. The components of risk-based capital for the Corporation are Tier 1 and Tier 2.

At December 31, 2021, the Corporation had a Tier 1 risk-based capital ratio of 11.08% and total risk-based capital ratio of 13.77%. At December 31, 2020, the Corporation had a Tier 1 capital ratio of 10.76% and total risk-based capital ratio of 15.31%. The Corporation continues to be in the "well-capitalized" category under regulatory standards. Details on the capital ratios can be found in Note 21, "Regulatory Matters," included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K along with a discussion on dividend and other restrictions.

Asset/Liability Management

The primary functions of Asset/Liability Management are to assure adequate earnings, capital and liquidity while maintaining an appropriate balance between interest-earning assets and interest-bearing liabilities. Management's objective with regard to interest rate risk is to understand the Corporation's sensitivity to changes in interest rates and develop and implement strategies to minimize volatility while maximizing net interest income.

The Corporation uses gap analysis and earnings at risk simulation modeling to quantify exposure to interest rate risk. The Corporation uses the gap analysis to identify and monitor long-term rate exposure and uses a simulation model to measure short-term rate exposure. The Corporation runs various earnings simulation scenarios to quantify the impact of declining or rising interest rates on net interest income over a one-year and two-year horizon. The simulation uses expected cash flows and repricing characteristics for all financial instruments at a point in time and incorporates company-developed, market-based assumptions regarding growth, pricing, and optionality such as prepayment speeds. As interest rates increase, fixed-rate assets tend to decrease in value; conversely, as interest rates decline, fixed-rate assets tend to increase in value.

Interest Rate Sensitivity

Interest rate sensitivity is a function of the repricing characteristics of the Corporation's assets and liabilities. Minimizing the balance sheet's maturity and repricing risk is a continual focus in a changing interest rate environment. The Corporation uses a variety of techniques to assist in identifying the potential range of risk, including a maturity/repricing gap analysis as well as an Earnings at Risk analysis under various interest rate scenarios.

The gap analysis identifies interest rate risk by identifying repricing gaps in the Corporation’s balance sheet. All assets and liabilities are modeled to reflect some level of behavioral optionality, such as prepayments on loans, early call features on investments or potential pricing change and/or product change to interest bearing deposits. The Corporation projects all non-interest bearing deposits to be considered non-rate sensitive. These assumptions are based upon historic behavior; however, they are inherently uncertain and thus cannot precisely predict the impact of changes in interest rates. While actual results will differ from simulated results due to customer behavioral change and/or market and regulatory influences, the following models are important tools to guide management.

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Table 12—Interest Rate Sensitivity Gap Analysis

The following table presents the Corporation's gap analysis at December 31, 2021:

(Dollars in thousands)Within Three MonthsAfter Three Months to Twelve MonthsAfter One Year to Five YearsOver Five YearsNon-Rate SensitiveTotal
Assets:
Cash and due from banks$$$$$49,202$49,202
Interest-earning deposits with other banks840,948840,948
Investment securities, net of allowance for credit losses81,97544,714181,606183,1395,555496,989
Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost28,18628,186
Loans held for sale21,60021,600
Loans and leases, net of allowance for credit losses3,265,225295,9421,366,562382,288(71,924)5,238,093
Other assets447,403447,403
Total assets$4,209,748$340,656$1,548,168$565,427$458,422$7,122,421
Liabilities and shareholders' equity:
Noninterest-bearing deposits$$$$$2,065,423$2,065,423
Interest-bearing demand deposits2,493,6042,493,604
Savings deposits1,011,9311,011,931
Time deposits69,175183,010218,81713,164484,166
Borrowings20,106193,874213,980
Other liabilities79,52379,523
Shareholders' equity773,794773,794
Total liabilities and shareholders' equity$3,594,816$183,010$412,691$13,164$2,918,740$7,122,421
Interest rate swaps$15,644$$$$
Incremental gap$630,576$157,646$1,135,477$552,263$(2,460,318)
Cumulative gap$630,576$788,222$1,923,699$2,475,962
Cumulative gap as a percentage of interest-earning assets9.4%11.8%28.7%37.0%

The table above indicates that the Corporation should anticipate a greater amount of assets repricing than liabilities in the next twelve months. However, this table and analysis is limited as it does not take into account the magnitude of repricing due to rate changes.

Table 13—Net Interest Income - Summary of Earnings at Risk Simulation

Management also performs a simulation of net interest income to measure interest rate exposure. The following table demonstrates the anticipated impact of an instantaneous and parallel interest rate shift, or "shock," to the yield curve on the Corporation's net interest income over the next twelve months. This simulation incorporates the same assumptions noted above and assumes a static balance sheet with no incremental growth in interest-earning assets or interest-bearing liabilities over the next twelve months.

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The changes to net interest income are shown in the below table at December 31, 2021. The results suggest the Corporation's year-end balance sheet is asset sensitive as net interest income is projected to increase in a rising rate environment. The Corporation acknowledges that the excess liquidity at year end is materially elevated and significantly adds to the increased asset sensitivity modelled within the rising rate scenarios. Actual results will likely be different than modeled due to changes in excess liquidity and other numerous factors, including interest rates earned on new loans and investments as well as rates paid on new and existing deposits and new borrowings. The changes to net interest income shown below are in compliance with the Corporation's policy guidelines.

Estimated Change in Net Interest Income Over Next 12 Months
(Dollars in thousands)AmountPercent
Rate shock - Change in interest rates
+300 basis points$56,47831.51%
+200 basis points38,93221.72
+100 basis points20,50611.44
-100 basis points(4,259)(2.38)

Credit Risk

Originating loans exposes the Corporation to credit risk, which is the risk that the principal balance of a loan and any related interest will not be collected due to the inability of the borrower to repay the loan. The Corporation manages credit risk in the loan portfolio through adherence to consistent standards, guidelines and limitations established by the Board of Directors. Written loan policies establish underwriting standards, lending limits and other standards or limits as deemed necessary and prudent. While the Corporation has strict underwriting, review, and monitoring procedures in place, these procedures cannot eliminate all of the risks related to these lending activities.

The Corporation's loan review department conducts ongoing, independent reviews of the lending process to ensure adherence to established policies and procedures, monitors compliance with applicable laws and regulations and provides objective measurement of the risk inherent in the loan portfolio.

The Corporation focuses on both assessing the borrower's capacity and willingness to repay and obtaining sufficient collateral. Commercial, financial and agricultural loans are generally secured by the borrower's assets and by personal guarantees. Commercial real estate, construction and residential real estate secured for business purposes loans are originated primarily within the Pennsylvania, Maryland, Delaware and New Jersey market areas at prudent loan-to-value ratios and are often supported by a guarantee of the borrowers. Management closely monitors the composition and quality of the total commercial loan portfolio to ensure that any credit concentrations by borrower or industry are identified and managed. See "Risk Factors" included herein under Item 1A for additional information on lending risk related to commercial loans.

The Corporation originates fixed-rate and adjustable-rate residential mortgage loans that are secured by the underlying 1- to 4-family residential properties for personal purposes. Credit risk exposure in this area of lending is minimized by the evaluation of the creditworthiness of the borrower, including debt-to-equity ratios, credit scores and adherence to underwriting policies that emphasize conservative loan-to-value ratios of generally no more than 80%. Residential mortgage loans granted in excess of the 80% loan-to-value ratio are generally insured by private mortgage insurance.

Credit risk in the consumer loan portfolio is controlled by strict adherence to underwriting standards that consider debt-to-income levels and the creditworthiness of the borrower and, if secured, collateral values. In the home equity loan portfolio, combined loan-to-value ratios are generally limited to 80%, but may be increased to 85% for the Corporation's strongest profile borrowers. Other credit considerations and compensating factors may warrant higher combined loan-to-value ratios. These loans are included within the portfolio of loans to individuals.

The primary risks that are involved with lease financing receivables are credit underwriting and borrower industry concentrations. The Corporation has strict underwriting, review, and monitoring procedures in place to mitigate these risks. Risk also lies in the residual value of the underlying equipment. Residual values are subject to judgments as to the value of the underlying equipment that can be affected by changes in economic and market conditions and the financial viability of the residual guarantors and insurers. To the extent not guaranteed or assumed by a third party, or otherwise insured against, the Corporation bears the risk of ownership of the leased assets. This includes the risk that the actual value of the leased assets at the end of the lease term will be less than the residual value. The Corporation greatly reduces this risk primarily by using $1.00 buyout leases and equipment finance agreements, in which the entire cost of the leased equipment is included in the contractual

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payments, leaving no residual payment at the end of the lease term for the majority of the lease portfolio.

The Corporation closely monitors delinquencies as another means of maintaining asset quality. Collection efforts begin after a loan payment is missed, by attempting to contact all borrowers. If collection attempts fail, the Corporation will proceed to gain control of all collateral in a timely manner in order to minimize losses. While liquidation and recovery efforts continue, officers continue to work with the borrowers, if appropriate, to recover all monies owed to the Corporation.

Liquidity

The Corporation, in its role as a financial intermediary, is exposed to certain liquidity risks. Liquidity refers to the Corporation's ability to ensure that sufficient cash flows and liquid assets are available to satisfy demand for loans, deposit withdrawals, repayment of borrowings, certificates of deposit at maturity, operating expense and capital expenditures. The Corporation manages liquidity risk by measuring and monitoring liquidity sources and estimated funding needs on a daily basis. The Corporation has a contingency funding plan in place to address liquidity needs in the event of an institution-specific or a systemic financial crisis.

Sources of Funds

Core deposits continue to be the largest significant funding source for the Corporation. These deposits are primarily generated from individuals, businesses, municipalities and non-profit customers located in our primary service areas. The Corporation faces increased competition for these deposits from a large array of financial market participants, including banks, credit unions, savings institutions, mutual funds, security dealers and others.

As part of its diversified funding strategy, the Corporation also utilizes a mix of short-term and long-term wholesale funding providers. Wholesale funding includes federal funds purchases from correspondent banks, secured borrowing lines from the Federal Home Loan Bank of Pittsburgh, the Federal Reserve Bank of Philadelphia and, at times, brokered deposits and other similar sources.

Cash Requirements

The Corporation has cash requirements for various financial obligations, including contractual obligations and commitments that require cash payments. The most significant contractual obligation, in both the under and over one-year time period, is for the Bank to repay certificates of deposit and long-term borrowings. The Bank anticipates meeting these obligations by utilizing on-balance sheet liquidity and continuing to provide convenient depository and cash management services through its financial center network, thereby replacing these contractual obligations with similar fund sources at rates that are competitive in our market. The Bank will also use borrowings and brokered deposits to meet its obligations.

Commitments to extend credit are the Bank's most significant commitment in both the under and over one-year time periods. These commitments do not necessarily represent future cash requirements in that these commitments often expire without being drawn upon.

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements, refer to Note 1, "Summary of Significant Accounting Policies" of this Form 10-K.