Univest Corporation of Pennsylvania

08/02/2021 | Press release | Distributed by Public on 08/02/2021 10:00

Quarterly Report (SEC Filing - 10-Q)

Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2021
or
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number: 0-7617

UNIVEST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1886144
(State or other jurisdiction of
incorporation or organization) 		(IRS Employer
Identification No.)
14 North Main Street, Souderton, Pennsylvania18964
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 721-2400
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of class Trading symbol Name of exchange on which registered
Common Stock, $5 par value UVSP The NASDAQ Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of 'large accelerated filer,' 'accelerated filer,' 'smaller reporting company,' and 'emerging growth company' in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer
☒
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Common Stock, $5 par value 29,412,731
(Title of Class) (Number of shares outstanding at July 30, 2021)


Table of Contents

UNIVEST FINANCIAL CORPORATION AND SUBSIDIARIES
INDEX
Page Number
Part I.
Financial Information:
Item 1.
Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at June 30, 2021 and December 31, 2020
2
Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2021 and 2020
3
Condensed Consolidated Statements of Comprehensive Income for the Threeand Six Months Ended June 30, 2021 and 2020
4
Condensed Consolidated Statements of Changes in Shareholders' Equity for the Three and SixMonths Ended June 30, 2021 and 2020
6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020
8
Notes to Condensed Consolidated Financial Statements
10
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
47
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
64
Item 4.
Controls and Procedures
64
Part II.
Other Information
Item 1.
Legal Proceedings
64
Item 1A.
Risk Factors
65
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
65
Item 3.
Defaults Upon Senior Securities
65
Item 4.
Mine Safety Disclosures
65
Item 5.
Other Information
65
Item 6.
Exhibits
66
Signatures
67

1
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
UNIVEST FINANCIAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Dollars in thousands, except share data) At June 30, 2021 At December 31, 2020
ASSETS
Cash and due from banks $ 50,358 $ 62,555
Interest-earning deposits with other banks 153,091 157,303
Cash and cash equivalents 203,449 219,858
Investment securities held-to-maturity (fair value $123,119 and $156,325 at June 30, 2021 and December 31, 2020, respectively)
119,692 151,257
Investment securities available-for-sale (amortized cost $274,613 and $221,254, net of allowance for credit losses of $485 and $869 at June 30, 2021 and December 31, 2020, respectively)
274,862 218,640
Investments in equity securities 2,872 3,279
Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost 25,228 28,183
Loans held for sale 27,322 37,039
Loans and leases held for investment 5,327,313 5,306,841
Less: Allowance for credit losses, loans and leases (71,355) (83,044)
Net loans and leases held for investment 5,255,958 5,223,797
Premises and equipment, net 56,067 55,636
Operating lease right-of-use assets 33,688 34,325
Goodwill 172,559 172,559
Other intangibles, net of accumulated amortization 9,396 8,866
Bank owned life insurance 117,765 117,718
Accrued interest receivable and other assets 57,447 65,339
Total assets $ 6,356,305 $ 6,336,496
LIABILITIES
Noninterest-bearing deposits $ 1,872,031 $ 1,690,663
Interest-bearing deposits 3,446,673 3,552,052
Total deposits 5,318,704 5,242,715
Short-term borrowings 25,251 17,906
Long-term debt 95,000 110,000
Subordinated notes 98,719 183,515
Operating lease liabilities 37,131 37,690
Accrued interest payable and other liabilities 41,502 52,198
Total liabilities 5,616,307 5,644,024
SHAREHOLDERS' EQUITY
Common stock, $5 par value: 48,000,000 shares authorized at June 30, 2021 and December 31, 2020; 31,556,799 shares issued at June 30, 2021 and December 31, 2020; 29,411,731 and 29,295,052 shares outstanding at June 30, 2021 and December 31, 2020, respectively
157,784 157,784
Additional paid-in capital 297,208 296,186
Retained earnings 348,579 306,899
Accumulated other comprehensive loss, net of tax benefit (19,545) (22,144)
Treasury stock, at cost; 2,145,068 and 2,261,747 shares at June 30, 2021 and December 31, 2020, respectively
(44,028) (46,253)
Total shareholders' equity 739,998 692,472
Total liabilities and shareholders' equity $ 6,356,305 $ 6,336,496
Note: See accompanying notes to the unaudited condensed consolidated financial statements.
2
Table of Contents
UNIVEST FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
(Dollars in thousands, except per share data) 2021 2020 2021 2020
Interest income
Interest and fees on loans and leases $ 50,588 $ 47,137 $ 100,251 $ 95,359
Interest and dividends on investment securities:
Taxable 1,399 2,218 2,702 4,923
Exempt from federal income taxes 48 196 135 436
Interest on deposits with other banks 46 67 102 392
Interest and dividends on other earning assets 360 362 708 889
Total interest income 52,441 49,980 103,898 101,999
Interest expense
Interest on deposits 3,159 4,372 6,559 11,778
Interest on short-term borrowings 3 122 5 228
Interest on long-term debt and subordinated notes 2,522 1,968 5,163 4,007
Total interest expense 5,684 6,462 11,727 16,013
Net interest income 46,757 43,518 92,171 85,986
(Reversal of provision) provision for credit losses (59) 23,737 (11,342) 45,580
Net interest income after provision for credit losses 46,816 19,781 103,513 40,406
Noninterest income
Trust fee income 2,157 1,924 4,191 3,814
Service charges on deposit accounts 1,314 890 2,596 2,287
Investment advisory commission and fee income 4,558 3,540 9,255 7,795
Insurance commission and fee income 3,839 4,067 8,794 8,799
Other service fee income 2,748 1,488 4,940 3,358
Bank owned life insurance income 1,620 732 2,337 1,466
Net gain on sales of investment securities 54 65 119 760
Net gain on mortgage banking activities 3,461 3,515 9,399 6,259
Other income 479 1,779 1,849 1,846
Total noninterest income 20,230 18,000 43,480 36,384
Noninterest expense
Salaries, benefits and commissions 25,396 21,700 50,176 45,536
Net occupancy 2,656 2,478 5,395 5,052
Equipment 968 923 1,914 1,918
Data processing 3,064 2,750 6,114 5,510
Professional fees 2,015 1,264 3,763 2,581
Marketing and advertising 561 535 841 937
Deposit insurance premiums 613 615 1,249 1,119
Intangible expenses 249 321 498 651
Other expense 5,764 5,374 10,876 11,433
Total noninterest expense 41,286 35,960 80,826 74,737
Income before income taxes 25,760 1,821 66,167 2,053
Income tax expense (benefit) 4,885 (264) 12,689 (870)
Net income $ 20,875 $ 2,085 $ 53,478 $ 2,923
Net income per share:
Basic $ 0.71 $ 0.07 $ 1.82 $ 0.10
Diluted 0.71 0.07 1.81 0.10
Note: See accompanying notes to the unaudited condensed consolidated financial statements.
3
Table of Contents
UNIVEST FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended June 30,
(Dollars in thousands) 2021 2020
Before
Tax
Amount 		Tax
Expense
(Benefit) 		Net of
Tax
Amount 		Before
Tax
Amount 		Tax
Expense
(Benefit) 		Net of
Tax
Amount
Income $ 25,760 $ 4,885 $ 20,875 $ 1,821 $ (264) $ 2,085
Other comprehensive income:
Net unrealized gains on available-for-sale investment securities:
Net unrealized holding gains arising during the period 788 167 621 7,169 1,504 5,665
Reversal of provision for credit losses - - - (42) (8) (34)
Less: reclassification adjustment for net gains on sales realized in net income (1) (54) (11) (43) (65) (14) (51)
Total net unrealized gains on available-for-sale investment securities 734 156 578 7,062 1,482 5,580
Net unrealized gains on interest rate swaps used in cash flow hedges:
Net unrealized holding losses arising during the period (4) (1) (3) (62) (13) (49)
Less: reclassification adjustment for net losses realized in net income (2) 76 16 60 69 14 55
Total net unrealized gains on interest rate swaps used in cash flow hedges 72 15 57 7 1 6
Defined benefit pension plans:
Amortization of net actuarial loss included in net periodic pension costs (3) 329 69 260 297 62 235
Total defined benefit pension plans 329 69 260 297 62 235
Other comprehensive income 1,135 240 895 7,366 1,545 5,821
Total comprehensive income $ 26,895 $ 5,125 $ 21,770 $ 9,187 $ 1,281 $ 7,906

(1) Included in net gain on sales of investment securities on the consolidated statements of income (before tax amount).
(2) Included in interest expense on demand deposits on the consolidated statements of income (before tax amount).
(3) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (before tax amount). See Note 8, 'Retirement Plans and Other Postretirement Benefits' for additional details.
Note: See accompanying notes to the unaudited condensed consolidated financial statements.
4
Table of Contents
Six Months Ended June 30,
(Dollars in thousands) 2021 2020
Before
Tax
Amount 		Tax
Expense
(Benefit) 		Net of
Tax
Amount 		Before
Tax
Amount 		Tax
Expense
(Benefit) 		Net of
Tax
Amount
Income $ 66,167 $ 12,689 $ 53,478 $ 2,053 $ (870) $ 2,923
Other comprehensive income (loss):
Net unrealized gains on available-for-sale investment securities:
Net unrealized holding gains arising during the period 2,982 628 2,354 2,204 462 1,742
(Reversal of provision) provision for credit losses (384) (81) (303) 555 117 438
Less: reclassification adjustment for net gains on sales realized in net income (1) (119) (25) (94) (760) (160) (600)
Total net unrealized gains on available-for-sale investment securities 2,479 522 1,957 1,999 419 1,580
Net unrealized gains (losses) on interest rate swaps used in cash flow hedges:
Net unrealized holding gains (losses) arising during the period 2 - 2 (559) (118) (441)
Less: reclassification adjustment for net losses realized in net income (2) 152 32 120 98 21 77
Total net unrealized gains (losses) on interest rate swaps used in cash flow hedges 154 32 122 (461) (97) (364)
Defined benefit pension plans:
Amortization of net actuarial loss included in net periodic pension costs (3) 658 138 520 594 124 470
Total defined benefit pension plans 658 138 520 594 124 470
Other comprehensive income 3,291 692 2,599 2,132 446 1,686
Total comprehensive income (loss) $ 69,458 $ 13,381 $ 56,077 $ 4,185 $ (424) $ 4,609

(1) Included in net gain on sales of investment securities on the consolidated statements of income (before tax amount).
(2) Included in interest expense on demand deposits on the consolidated statements of income (before tax amount).
(3) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (before tax amount). See Note 8, 'Retirement Plans and Other Postretirement Benefits' for additional details.
Note: See accompanying notes to the unaudited condensed consolidated financial statements.

5

UNIVEST FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
(Dollars in thousands, except per share data) Common
Shares
Outstanding 		Common
Stock 		Additional
Paid-in
Capital 		Retained
Earnings 		Accumulated
Other
Comprehensive
(Loss) Income 		Treasury
Stock 		Total
Three Months Ended June 30, 2021
Balance at March 31, 2021 29,379,575 $ 157,784 $ 296,177 $ 333,581 $ (20,440) $ (44,647) $ 722,455
Net income - - - 20,875 - - 20,875
Other comprehensive income, net of income tax - - - - 895 - 895
Cash dividends declared ($0.20 per share)
- - - (5,877) - - (5,877)
Stock-based compensation - - 822 - - (1) 821
Stock issued under dividend reinvestment and employee stock purchase plans 21,915 - 25 - - 580 605
Exercise of stock options 10,241 - 14 - - 210 224
Cancellation of performance-based restricted stock awards - - 170 - - (170) -
Balance at June 30, 2021 29,411,731 $ 157,784 $ 297,208 $ 348,579 $ (19,545) $ (44,028) $ 739,998
(Dollars in thousands, except per share data) Common
Shares
Outstanding 		Common
Stock 		Additional
Paid-in
Capital 		Retained
Earnings 		Accumulated
Other
Comprehensive
Loss 		Treasury
Stock 		Total
Three Months Ended June 30, 2020
Balance at March 31, 2020 29,164,782 $ 157,784 $ 295,439 $ 272,478 $ (25,628) $ (48,522) $ 651,551
Net income - - - 2,085 - - 2,085
Other comprehensive income, net of income tax - - - - 5,821 - 5,821
Cash dividends declared ($0.20 per share)
- - - (5,811) - - (5,811)
Stock-based compensation - - 651 (1) - - 650
Stock issued under dividend reinvestment and employee stock purchase plans 38,109 - (62) - - 653 591
Purchases of treasury stock (906) - - - - (14) (14)
Balance at June 30, 2020 29,201,985 $ 157,784 $ 296,028 $ 268,751 $ (19,807) $ (47,883) $ 654,873

6

(Dollars in thousands, except per share data) Common
Shares
Outstanding 		Common
Stock 		Additional
Paid-in
Capital 		Retained
Earnings 		Accumulated
Other
Comprehensive
(Loss) Income 		Treasury
Stock 		Total
Six Months Ended June 30, 2021
Balance at December 31, 2020 29,295,052 $ 157,784 $ 296,186 $ 306,899 $ (22,144) $ (46,253) $ 692,472
Net income - - - 53,478 - - 53,478
Other comprehensive income, net of income tax - - - - 2,599 - 2,599
Cash dividends declared ($0.40 per share)
- - - (11,741) - - (11,741)
Stock-based compensation - - 1,700 (56) - (1) 1,643
Stock issued under dividend reinvestment and employee stock purchase plans 45,226 - 90 (1) - 1,125 1,214
Vesting of restricted stock unit awards 42,619 - (1,126) - - 771 (355)
Exercise of stock options 46,527 - 31 - - 952 983
Cancellation of performance-based restricted stock awards (7,199) - 327 - - (327) -
Purchases of treasury stock (10,494) - - - - (295) (295)
Balance at June 30, 2021 29,411,731 $ 157,784 $ 297,208 $ 348,579 $ (19,545) $ (44,028) $ 739,998
(Dollars in thousands, except per share data) Common
Shares
Outstanding 		Common
Stock 		Additional
Paid-in
Capital 		Retained
Earnings 		Accumulated
Other
Comprehensive
Loss 		Treasury
Stock 		Total
Six Months Ended June 30, 2020
Balance at December 31, 2019 29,334,629 $ 157,784 $ 294,999 $ 288,803 $ (21,730) $ (44,734) $ 675,122
Adjustment to initially apply ASU No. 2016-13 for CECL - - - (11,284) 237 - (11,047)
Net income - - - 2,923 - - 2,923
Other comprehensive income, net of income tax - - - - 1,686 - 1,686
Cash dividends declared ($0.40 per share)
- - - (11,677) - - (11,677)
Stock-based compensation - - 1,075 (14) - - 1,061
Stock issued under dividend reinvestment and employee stock purchase plans 64,154 - (111) - - 1,274 1,163
Vesting of restricted stock unit awards 17,035 - (346) - - 346 -
Exercise of stock options 5,000 - (7) - - 101 94
Cancellation of performance-based restricted stock awards (14,777) - 418 - - (418) -
Purchases of treasury stock (204,056) - - - - (4,452) (4,452)
Balance at June 30, 2020 29,201,985 $ 157,784 $ 296,028 $ 268,751 $ (19,807) $ (47,883) $ 654,873
Note: See accompanying note to the unaudited condensed consolidated financial statements.






7

UNIVEST FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
(Dollars in thousands) 2021 2020
Cash flows from operating activities:
Net income $ 53,478 $ 2,923
Adjustments to reconcile net income to net cash provided by operating activities:
(Reversal of provision) provision for credit losses (11,342) 45,580
Depreciation of premises and equipment 2,355 2,448
Net amortization of investment securities premiums and discounts 1,499 977
Net gain on sales of investment securities (119) (760)
Net gain on mortgage banking activities (9,399) (6,259)
Bank owned life insurance income (2,337) (1,466)
Stock-based compensation 1,763 1,139
Intangible expenses 498 651
Other adjustments to reconcile net income to cash used in operating activities (2,838) (985)
Originations of loans held for sale (282,978) (186,426)
Proceeds from the sale of loans held for sale 306,944 178,995
Contributions to pension and other postretirement benefit plans (133) (136)
Increase in accrued interest receivable and other assets (1,253) (12,160)
(Decrease) increase in accrued interest payable and other liabilities (7,745) 1,062
Net cash provided by operating activities 48,393 25,583
Cash flows from investing activities:
Proceeds from sale of premises and equipment - 8
Purchases of premises and equipment (2,911) (1,688)
Proceeds from maturities, calls and principal repayments of securities held-to-maturity 39,166 32,663
Proceeds from maturities, calls and principal repayments of securities available-for-sale 28,817 30,087
Proceeds from sales of securities available-for-sale 3,115 63,565
Purchases of investment securities held-to-maturity (8,626) (43,116)
Purchases of investment securities available-for-sale (85,719) (39,003)
Proceeds from sales of money market mutual funds 4,309 6,912
Purchases of money market mutual funds (3,763) (6,529)
Net decrease in other investments 2,955 62
Net increase in loans and leases (24,701) (591,521)
Proceeds from sales of other real estate owned 7,255 -
Proceeds from bank owned life insurance 2,290 -
Net cash used in investing activities (37,813) (548,560)
Cash flows from financing activities:
Net increase in deposits 75,974 509,253
Net increase in short-term borrowings 7,345 192,100
Proceeds from issuance of long-term debt - 125,000
Repayment of long-term debt (15,000) (65,000)
Repayment of subordinated debt (85,000) -
Payment of contingent consideration on acquisitions (58) (61)
Purchases of treasury stock (650) (4,452)
Stock issued under dividend reinvestment and employee stock purchase plans 1,214 1,163
Proceeds from exercise of stock options 983 94
Cash dividends paid (11,797) (11,719)
Net cash (used in) provided by financing activities (26,989) 746,378
Net (decrease) increase in cash and cash equivalents (16,409) 223,401
Cash and cash equivalents at beginning of year 219,858 125,128
Cash and cash equivalents at end of period $ 203,449 $ 348,529
8

Six Months Ended June 30,
(Dollars in thousands) 2021 2020
Supplemental disclosures of cash flow information:
Cash paid for interest $ 12,377 $ 17,535
Cash paid for income taxes, net of refunds 15,450 7,977
Non cash transactions:
Transfer of loans to other real estate owned $ 126 $ 8,125
Transfer of loans to loans held for sale 3,959 14,416
Note: See accompanying notes to the unaudited condensed consolidated financial statements.
9

UNIVEST FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Note 1. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Univest Financial Corporation (the Corporation) and its wholly owned subsidiaries. The Corporation's direct subsidiary is Univest Bank and Trust Co. (the Bank). All significant intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations for interim financial information. The accompanying unaudited consolidated financial statements reflect all adjustments which are of a normal recurring nature and are, in the opinion of management, necessary for a fair presentation of the financial statements for the interim periods presented. Certain prior period amounts have been reclassified to conform to the current-period presentation. Operating results for the three-month or six-month periods ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ended December 31, 2021 or for any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the registrant's Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 26, 2021.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant changes include fair value measurement of investment securities available-for-sale and the calculation of the allowance for credit losses.

Accounting Pronouncements Adopted in 2021

In August 2018, the FASB issued ASU No. 2018-14, 'Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans.' The amendments in this ASU modify the disclosure requirements for employers that sponsor defined benefit plans or other postretirement plans. Disclosures removed by this ASU include the following: (1) amounts in accumulated other comprehensive income expected to be recognized in net periodic benefit costs over the next fiscal year; (2) the amount and timing of plan assets expected to be returned to the employer; and (3) the effects of a one percentage point change in assumed health care cost trend rates on the net periodic benefit costs and the benefit obligation for postretirement health care benefits. Additional disclosures required by this ASU include: (1) the weighted-average interest crediting rates used in an entity's cash balance pension plans and other similar plans and (2) explanations for reasons for significant changes in the benefit obligation or plan assets. These amendments are to be applied retrospectively. This ASU became effective on January 1, 2021 for the Corporation. The adoption of this ASU did not have a material impact on the Corporation's financial statement disclosures but will result in the elimination of certain disclosures for retirement plans and other postretirement benefits in the Form 10-K.

In December 2019, the FASB issued ASU No. 2019-12, 'Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.'The ASU adds new guidance to simplify accounting for income taxes, changes the accounting for certain income tax transactions and makes minor improvements to the codification. This ASU became effective on January 1, 2021 for the Corporation. The adoption of this ASU did not have a material impact on the Corporation's financial statements.

Recent Accounting Pronouncements Yet to Be Adopted

In January 2020, the FASB issued ASU No. 2020-01, 'Investments-Equity Securities (Topic 321): Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.' This ASU 2020-01 clarifies the interactions between ASC 321, ASC 323 and ASC 815 and addresses accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. This ASU is effective for fiscal years beginning after December 15, 2021 or January 1, 2022 for the Corporation. The Corporation does not expect the adoption of this ASU will have a material impact on the Corporation's financial statements.
10

In March 2020, the FASB issued ASU No. 2020-04, 'Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.'The guidance allows companies to: (1) account for certain contract modifications as a continuation of the existing contract without additional analysis; (2) continue hedge accounting when certain critical terms of a hedging relationship change and assess effectiveness in ways that disregard certain potential sources of ineffectiveness; and (3) make a one-time sale and/or transfer of certain debt securities from held-to-maturity to available-for-sale or trading. This ASU is available for adoption effective immediately, or as of January 1, 2020 or any date thereafter for the Corporation, and applies prospectively to contract modifications and hedging relationships. The one-time election to sell and/or transfer debt securities classified as held-to-maturity may be made at any time after March 12, 2020. The Corporation anticipates adopting this ASU and will continue to analyze the provisions of the ASU in connection with ongoing procedures to monitor the work of the Alternative Rates Committee of the FRB and Federal Reserve Bank of New York in identifying an alternative U.S. dollar reference interest rate. It is too early to predict whether a new rate index replacement and the adoption of the ASU will have a material impact on the Corporation's financial statements.

In August 2020, the FASB issued ASU No. 2020-06, 'Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40).' This guidance simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU also simplify the guidance in ASC 815-40 by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and require entities to presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. This ASU is effective for fiscal years beginning after December 15, 2021 or January 1, 2022 for the Corporation. The Corporation does not expect the adoption of this ASU will have a material impact on the Corporation's financial statements.

In January 2021, the FASB issued ASU No. 2021-01, which refines the scope of ASU No. 2020-04, 'Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting',and clarifies some of its guidance as part of the Board's monitoring of global reference rate reform activities. The ASU permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, for computing variation margin settlements, and for calculating price alignment interest in connection with reference rate reform activities under way in global financial markets (the 'discounting transition'). This ASU is available for adoption retrospective to March 12, 2020, or prospectively from January 7, 2021, through December 31, 2022, at which time transition is expected to be complete. The Corporation will analyze the potential impact of the provisions of this ASU in connection with its ongoing evaluation of ASU No. 2020-04.





11

Note 2. Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share. For additional information on the calculation of basic and diluted earnings per share, see Note 1, 'Summary of Significant Accounting Policies - Earnings per Share' of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2020.
Three Months Ended Six Months Ended
June 30, June 30,
(Dollars and shares in thousands, except per share data) 2021 2020 2021 2020
Numerator:
Net income $ 20,875 $ 2,085 $ 53,478 $ 2,923
Net income allocated to unvested restricted stock awards - (3) (30) -
Net income allocated to common shares $ 20,875 $ 2,082 $ 53,448 $ 2,923
Denominator:
Weighted average shares outstanding 29,390 29,187 29,359 29,237
Average unvested restricted stock awards - (38) (16) (53)
Denominator for basic earnings per share-weighted-average shares outstanding
29,390 29,149 29,343 29,184
Effect of dilutive securities-employee stock options and restricted stock units 140 15 136 35
Denominator for diluted earnings per share-adjusted weighted-average shares outstanding
29,530 29,164 29,479 29,219
Basic earnings per share $ 0.71 $ 0.07 $ 1.82 $ 0.10
Diluted earnings per share $ 0.71 $ 0.07 $ 1.81 $ 0.10
Average antidilutive options and restricted stock units excluded from computation of diluted earnings per share 283 705 287 451

12

Note 3. Investment Securities

The following table shows the amortized cost, the estimated fair value and the allowance for credit losses of the held-to-maturity securities and available-for-sale securities at June 30, 2021 and December 31, 2020, by contractual maturity within each type:
At June 30, 2021
(Dollars in thousands) Amortized
Cost 		Gross
Unrealized
Gains 		Gross
Unrealized
Losses 		Allowance for Credit Losses Fair Value
Securities Held-to-Maturity
U.S. government corporations and agencies:
Within 1 year $ 5,000 $ 64 $ - $ - $ 5,064
After 1 year to 5 years 1,999 41 - - 2,040
6,999 105 - - 7,104
Residential mortgage-backed securities:
After 5 years to 10 years 5,076 212 - - 5,288
Over 10 years 107,617 3,269 (159) - 110,727
112,693 3,481 (159) - 116,015
Total $ 119,692 $ 3,586 $ (159) $ - $ 123,119
Securities Available-for-Sale
State and political subdivisions:
After 1 year to 5 years $ 3,297 $ 15 $ - $ - $ 3,312
3,297 15 - - 3,312
Residential mortgage-backed securities:
After 1 year to 5 years 243 8 - - 251
After 5 years to 10 years 1,979 80 - - 2,059
Over 10 years 173,750 1,254 (1,154) - 173,850
175,972 1,342 (1,154) - 176,160
Collateralized mortgage obligations:
After 5 years to 10 years 576 16 - - 592
Over 10 years 3,525 13 - - 3,538
4,101 29 - - 4,130
Corporate bonds:
Within 1 year 3,998 25 - - 4,023
After 1 year to 5 years 26,746 1,147 (9) (16) 27,868
After 5 years to 10 years 60,499 98 (759) (469) 59,369
91,243 1,270 (768) (485) 91,260
Total $ 274,613 $ 2,656 $ (1,922) $ (485) $ 274,862
13

At December 31, 2020
(Dollars in thousands) Amortized
Cost 		Gross
Unrealized
Gains 		Gross
Unrealized
Losses 		Allowance for Credit Losses Fair Value
Securities Held-to-Maturity
U.S. government corporations and agencies:
After 1 year to 5 years $ 6,998 $ 171 $ - $ - $ 7,169
6,998 171 - - 7,169
Residential mortgage-backed securities:
After 5 years to 10 years 6,325 253 - - 6,578
Over 10 years 137,934 4,644 - - 142,578
144,259 4,897 - - 149,156
Total $ 151,257 $ 5,068 $ - $ - $ 156,325
Securities Available-for-Sale
State and political subdivisions:
After 1 year to 5 years $ 3,560 $ 33 $ - $ - $ 3,593
After 5 years to 10 years 9,881 63 - - 9,944
13,441 96 - - 13,537
Residential mortgage-backed securities:
After 1 year to 5 years 323 10 - - 333
After 5 years to 10 years 1,664 58 - - 1,722
Over 10 years 110,018 2,153 (63) - 112,108
112,005 2,221 (63) - 114,163
Collateralized mortgage obligations:
After 5 years to 10 years 754 21 - - 775
Over 10 years 4,561 - (15) - 4,546
5,315 21 (15) - 5,321
Corporate bonds:
Within 1 year 499 2 - - 501
After 1 year to 5 years 29,498 1,440 - (16) 30,922
After 5 years to 10 years 60,496 3 (5,450) (853) 54,196
90,493 1,445 (5,450) (869) 85,619
Total $ 221,254 $ 3,783 $ (5,528) $ (869) $ 218,640

Expected maturities may differ from contractual maturities because debt issuers may have the right to call or prepay obligations without call or prepayment penalties and mortgage-backed securities typically prepay at a rate faster than contractually due.

Securities with a carrying value of $249.2 million and $249.6 million at June 30, 2021 and December 31, 2020, respectively, were pledged to secure public funds deposits and other contractual obligations. In addition, securities of $17.7 million and $32.6 million were pledged to secure credit derivatives and interest rate swaps at June 30, 2021 and December 31, 2020, respectively. See Note 11, 'Derivative Instruments and Hedging Activities' for additional information.

The following table presents information related to sales of securities available-for-sale during the six months ended June 30, 2021 and 2020:
Six Months Ended June 30,
(Dollars in thousands) 2021 2020
Securities available-for-sale:
Proceeds from sales $ 3,115 $ 63,565
Gross realized gains on sales 119 774
Gross realized losses on sales - 14
Tax expense related to net realized gains on sales 25 160

At June 30, 2021 and December 31, 2020, there were no reportable investments in any single issuer representing more than 10% of shareholders' equity.
14

The following table shows the fair value of securities that were in an unrealized loss position for which an allowance for credit losses has not been recorded at June 30, 2021 and December 31, 2020, by the length of time those securities were in a continuous loss position.
Less than
Twelve Months 		Twelve Months
or Longer 		Total
(Dollars in thousands) Fair Value Unrealized
Losses 		Fair Value Unrealized
Losses 		Fair Value Unrealized
Losses
At June 30, 2021
Securities Held-to-Maturity
Residential mortgage-backed securities $ 8,420 $ (159) $ - $ - $ 8,420 $ (159)
Total $ 8,420 $ (159) $ - $ - $ 8,420 $ (159)
Securities Available-for-Sale
Residential mortgage-backed securities $ 91,660 $ (1,154) $ - $ - $ 91,660 $ (1,154)
Corporate bonds 499 (1) - - 499 (1)
Total $ 92,159 $ (1,155) $ - $ - $ 92,159 $ (1,155)
At December 31, 2020
Securities Held-to-Maturity
Total $ - $ - $ - $ - $ - $ -
Securities Available-for-Sale
Residential mortgage-backed securities $ 13,677 $ (62) $ 31 $ (1) $ 13,708 $ (63)
Collateralized mortgage obligations 4,545 (15) - - 4,545 (15)
Total $ 18,222 $ (77) $ 31 $ (1) $ 18,253 $ (78)

At June 30, 2021, the fair value of held-to-maturity securities in an unrealized loss position for which an allowance for credit losses has not been recorded was $8.4 million, including unrealized losses of $159 thousand. These holdings were comprised of three federal agency mortgage-backed securities, which are U.S. government entities and agencies and are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies and have a long history of no credit losses. The Corporation did not recognize any credit losses on held-to-maturity debt securities for the six months ended June 30, 2021 or June 30, 2020. Accrued interest receivable on held-to-maturity debt securities totaled $347 thousand at June 30, 2021 and is included within Accrued interest receivable and other assets on the condensed consolidated balance sheet. This amount is excluded from the estimate of expected credit losses.

At June 30, 2021, the fair value of available-for-sale securities in an unrealized loss position for which an allowance for credit losses has not been recorded was $92.2 million, including unrealized losses of $1.2 million. These holdings were comprised of nineteen federal agency mortgage-backed securities, which are U.S. government entities and agencies and are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies and have a long history of no credit losses, and one investment grade corporate bond. The Corporation does not intend to sell the securities in an unrealized loss position and is unlikely to be required to sell these securities before a recovery of fair value, which may be maturity. The Corporation concluded that the decline in fair value of these securities was not indicative of a credit loss. Accrued interest receivable on available-for-sale debt securities totaled $530 thousand at June 30, 2021 and is included within Accrued interest receivable and other assets on the condensed consolidated balance sheet. This amount is excluded from the estimate of expected credit losses.

15

The table below presents a rollforward by major security type for the three and six months ended June 30, 2021 of the allowance for credit losses on securities available-for-sale.

(Dollars in thousands) Corporate Bonds
Six months ended June 30, 2021
Securities Available-for-Sale
Beginning balance $ (869)
Additions for securities for which no previous expected credit losses were recognized (19)
Change in securities for which a previous expected credit loss was recognized 403
Ending balance $ (485)
Six months ended June 30, 2020
Securities Available-for-Sale
Beginning balance $ -
Adjustment to initially apply ASU No. 2016-13 for CECL (300)
Change in securities for which a previous expected credit loss was recognized (569)
Ending balance $ (869)

At June 30, 2021, the fair value of available-for-sale securities in an unrealized loss position for which an allowance for credit losses has been recorded was $51.7 million, including unrealized losses of $299 thousand, and allowance for credit losses of $485 thousand. No additional allowance was recorded during the three months ended June 30, 2021. These holdings were comprised of eleven investment grade corporate bonds which fluctuate in value based on changes in market conditions. For these securities, fluctuations were primarily due to changes in the interest rate environment. The Corporation does not have the intent to sell these securities and it is not likely that it will be required to sell the securities before their anticipated recovery. The underlying issuers continue to make timely principal and interest payments on the securities. The reversal of the provision for credit losses of $403 thousand for the six months ended June 30, 2021 was primarily related to the improvement in fair value of six underlying securities that are tied to the 10-year swap curve which had significantly steepened during the first quarter of 2021.

The Corporation recognized a $139 thousand net gain and a $292 thousand net loss on equity securities during the six months ended June 30, 2021 and 2020, respectively, in other noninterest income. There were no sales of equity securities during the six months ended June 30, 2021 or June 30, 2020.

Note 4. Loans and Leases

Summary of Major Loan and Lease Categories

(Dollars in thousands) At June 30, 2021 At December 31, 2020
Commercial, financial and agricultural $ 920,621 $ 892,665
Paycheck Protection Program 252,849 483,773
Real estate-commercial 2,600,919 2,458,872
Real estate-construction 274,529 243,355
Real estate-residential secured for business purpose 407,664 381,446
Real estate-residential secured for personal purpose 513,330 487,600
Real estate-home equity secured for personal purpose 160,018 166,609
Loans to individuals 25,845 27,482
Lease financings 171,538 165,039
Total loans and leases held for investment, net of deferred income $ 5,327,313 $ 5,306,841
Less: Allowance for credit losses, loans and leases (71,355) (83,044)
Net loans and leases held for investment $ 5,255,958 $ 5,223,797
Imputed interest on lease financings, included in the above table $ (18,049) $ (17,670)
Net deferred fees, included in the above table (2,044) (2,903)
Overdraft deposits included in the above table 4,236 948
16

Age Analysis of Past Due Loans and Leases

The following presents, by class of loans and leases held for investment, an aging of past due loans and leases, loans and leases which are current and nonaccrual loans and leases at June 30, 2021 and December 31, 2020:
Accruing Loans and Leases
(Dollars in thousands) 30-59
Days
Past Due 		60-89
Days
Past Due 		90 Days
or more
Past Due 		Total
Past Due 		Current Total Accruing Loans and Leases Nonaccrual Loans and Leases Total Loans
and Leases
Held for
Investment
At June 30, 2021
Commercial, financial and agricultural $ 629 $ 599 $ 476 $ 1,704 $ 917,671 $ 919,375 $ 1,246 $ 920,621
Paycheck Protection Program 517 - - 517 252,332 252,849 - 252,849
Real estate-commercial real estate and construction:
Commercial real estate 7,734 - 137 7,871 2,566,784 2,574,655 26,264 2,600,919
Construction 153 - - 153 274,376 274,529 - 274,529
Real estate-residential and home equity:
Residential secured for business purpose 1,368 1,293 31 2,692 401,927 404,619 3,045 407,664
Residential secured for personal purpose 1,695 761 - 2,456 508,714 511,170 2,160 513,330
Home equity secured for personal purpose 562 - - 562 158,673 159,235 783 160,018
Loans to individuals 69 38 19 126 25,719 25,845 - 25,845
Lease financings 242 94 87 423 171,109 171,532 6 171,538
Total $ 12,969 $ 2,785 $ 750 $ 16,504 $ 5,277,305 $ 5,293,809 $ 33,504 $ 5,327,313
Accruing Loans and Leases
(Dollars in thousands) 30-59
Days
Past Due 		60-89
Days
Past Due 		90 Days
or more
Past Due 		Total
Past Due 		Current Total Accruing Loans and Leases Nonaccrual Loans and Leases Total Loans
and Leases
Held for
Investment
At December 31, 2020
Commercial, financial and agricultural $ 1,104 $ 279 $ 50 $ 1,433 $ 888,405 $ 889,838 $ 2,827 $ 892,665
Paycheck Protection Program - - - - 483,773 483,773 - 483,773
Real estate-commercial real estate and construction:
Commercial real estate 3,230 859 945 5,034 2,431,099 2,436,133 22,739 2,458,872
Construction 361 - - 361 242,994 243,355 - 243,355
Real estate-residential and home equity:
Residential secured for business purpose 3,726 603 - 4,329 374,331 378,660 2,786 381,446
Residential secured for personal purpose 6,057 80 - 6,137 479,377 485,514 2,086 487,600
Home equity secured for personal purpose 607 32 - 639 164,923 165,562 1,047 166,609
Loans to individuals 190 74 185 449 27,033 27,482 - 27,482
Lease financings 898 291 212 1,401 163,431 164,832 207 165,039
Total $ 16,173 $ 2,218 $ 1,392 $ 19,783 $ 5,255,366 $ 5,275,149 $ 31,692 $ 5,306,841

17

Nonperforming Loans and Leases

The following presents, by class of loans and leases, nonperforming loans and leases at June 30, 2021 and December 31, 2020.

At June 30, 2021 At December 31, 2020
(Dollars in thousands) Nonaccrual
Loans and
Leases* 		Accruing
Troubled
Debt
Restructured
Loans and
Lease
Modifications 		Loans and
Leases
90 Days
or more
Past Due
and
Accruing
Interest 		Total Nonperforming
Loans and
Leases 		Nonaccrual
Loans and
Leases* 		Accruing
Troubled
Debt
Restructured
Loans and
Lease
Modifications 		Loans and
Leases
90 Days
or more
Past Due
and
Accruing
Interest 		Total Nonperforming
Loans and
Leases
Loans held for sale ** $ 3,962 $ - $ - $ 3,962 $ - $ - $ - $ -
Loans and leases held for investment:
Commercial, financial and agricultural 1,246 - 476 1,722 2,827 - 50 2,877
Real estate-commercial real estate and construction:
Commercial real estate 26,264 - 137 26,401 22,739 - 945 23,684
Real estate-residential and home equity:
Residential secured for business purpose 3,045 - 31 3,076 2,786 - - 2,786
Residential secured for personal purpose 2,160 - - 2,160 2,086 - - 2,086
Home equity secured for personal purpose 783 52 - 835 1,047 53 - 1,100
Loans to individuals - - 19 19 - - 185 185
Lease financings 6 - 87 93 207 - 212 419
Total $ 37,466 $ 52 $ 750 $ 38,268 $ 31,692 $ 53 $ 1,392 $ 33,137
*Includes nonaccrual troubled debt restructured loans of $2.3 million and $14.1 million at June 30, 2021 and December 31, 2020, respectively.
**Includes two commercial real estate loans at June 30, 2021.

18

The following table presents the amortized cost basis of loans and leases held for investment on nonaccrual status and loans and leases held for investment 90 days or more past due and still accruing as of June 30, 2021 and December 31, 2020.
(Dollars in thousands) Nonaccrual With No ACL Nonaccrual With ACL Total Nonaccrual Loans 90 Days or more Past Due and Accruing Interest
At June 30, 2021
Commercial, financial and agricultural $ 887 $ 359 $ 1,246 $ 476
Real estate-commercial 26,264 - 26,264 137
Real estate-residential secured for business purpose 3,045 - 3,045 31
Real estate-residential secured for personal purpose 2,035 125 2,160 -
Real estate-home equity secured for personal purpose 783 - 783 -
Loans to individuals - - - 19
Lease financings - 6 6 87
Total $ 33,014 $ 490 $ 33,504 $ 750
At December 31, 2020
Commercial, financial and agricultural $ 2,187 $ 640 $ 2,827 $ 50
Real estate-commercial 22,739 - 22,739 945
Real estate-residential secured for business purpose 2,663 123 2,786 -
Real estate-residential secured for personal purpose 1,958 128 2,086 -
Real estate-home equity secured for personal purpose 1,047 - 1,047 -
Loans to individuals - - - 185
Lease financings - 207 207 212
Total $ 30,594 $ 1,098 $ 31,692 $ 1,392

For the six months ended June 30, 2021, $4 thousand of interest income was recognized on nonaccrual loans and leases.

The following table presents the amortized cost basis of collateral-dependent nonaccrual loans by class of loans and type of collateral as of June 30, 2021 and December 31, 2020.

(Dollars in thousands) Real Estate
Other (1)
None (2)
Total
At June 30, 2021
Commercial, financial and agricultural $ 352 $ 894 $ - $ 1,246
Real estate-commercial 26,264 - - 26,264
Real estate-residential secured for business purpose 3,045 - - 3,045
Real estate-residential secured for personal purpose 2,160 - - 2,160
Real estate-home equity secured for personal purpose 783 - - 783
Total $ 32,604 $ 894 $ - $ 33,498
At December 31, 2020
Commercial, financial and agricultural $ 1,351 $ 1,194 $ 282 $ 2,827
Real estate-commercial 22,739 - - 22,739
Real estate-residential secured for business purpose 2,786 - - 2,786
Real estate-residential secured for personal purpose 2,086 - - 2,086
Real estate-home equity secured for personal purpose 1,047 - - 1,047
Total $ 30,009 $ 1,194 $ 282 $ 31,485
(1) Collateral consists of business assets, including accounts receivable and personal property.
(2) Loans fully reserved given lack of collateral.

Credit Quality Indicators

The Corporation categorizes risk based on relevant information about the ability of the borrower to service their debt. Loans with a relationship balance of less than $1 million are reviewed when necessary based on their performance, primarily when such loans are delinquent. Loans with relationships greater than $1 million are reviewed at least annually. Loan relationships with a higher risk profile or classified as special mention or substandard are reviewed at least quarterly. The Corporation reviews credit quality indicators on at least an annual basis and last completed this review in conjunction with the
19

period ended December 31, 2020. The following is a description of the internal risk ratings and the likelihood of loss related to the credit quality of Commercial, financial and agricultural loans, Paycheck Protection Program loans, Real-estate commercial loans, Real-estate construction loans and Real-estate residential secured for a business purpose loans.

1.Pass-Loans considered satisfactory with no indications of deterioration
2.Special Mention-Potential weakness that deserves management's close attention
3.Substandard-Well-defined weakness or weaknesses that jeopardize the liquidation of the debt
4.Doubtful-Collection or liquidation in-full, on the basis of current existing facts, conditions and values, highly questionable and improbable

20

Based on the most recent analysis performed, the following table presents the recorded investment in loans and leases held for investment for Commercial, financial and agricultural loans, Paycheck Protection Program loans, Real-estate commercial loans, Real-estate construction loans and Real-estate residential secured for a business purpose loans by credit quality indicator at June 30, 2021 and December 31, 2020.
Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands) 2021 2020 2019 2018 2017 Prior Revolving Loans Amortized Cost Basis Total
At June 30, 2021
Commercial, Financial and Agricultural
Risk Rating
1. Pass $ 113,440 $ 117,162 $ 77,601 $ 65,416 $ 31,339 $ 58,679 $ 438,655 $ 902,292
2. Special Mention - 2,633 782 285 383 1,610 6,264 11,957
3. Substandard 125 - 34 143 15 313 5,742 6,372
Total $ 113,565 $ 119,795 $ 78,417 $ 65,844 $ 31,737 $ 60,602 $ 450,661 $ 920,621
Paycheck Protection Program
Risk Rating
1. Pass $ 165,540 $ 87,309 $ - $ - $ - $ - $ - $ 252,849
2. Special Mention - - - - - - - -
3. Substandard - - - - - - - -
Total $ 165,540 $ 87,309 $ - $ - $ - $ - $ - $ 252,849
Real Estate-Commercial
Risk Rating
1. Pass $ 408,934 $ 957,849 $ 446,367 $ 180,449 $ 245,775 $ 236,338 $ 38,710 $ 2,514,422
2. Special Mention 2,509 4,794 25,742 3,447 - 5,751 1,281 43,524
3. Substandard - 33,145 3,268 1,711 1,873 2,574 402 42,973
Total $ 411,443 $ 995,788 $ 475,377 $ 185,607 $ 247,648 $ 244,663 $ 40,393 $ 2,600,919
Real Estate-Construction
Risk Rating
1. Pass $ 85,521 $ 94,373 $ 46,937 $ 15,797 $ 199 $ 3,020 $ 7,390 $ 253,237
2. Special Mention - 20,500 - - 792 - - 21,292
3. Substandard - - - - - - - -
Total $ 85,521 $ 114,873 $ 46,937 $ 15,797 $ 991 $ 3,020 $ 7,390 $ 274,529
Real Estate-Residential Secured for Business Purpose
Risk Rating
1. Pass $ 100,638 $ 96,942 $ 57,903 $ 39,901 $ 35,781 $ 42,428 $ 27,888 $ 401,481
2. Special Mention - 361 221 185 75 1,645 - 2,487
3. Substandard - - 884 48 32 1,934 798 3,696
Total $ 100,638 $ 97,303 $ 59,008 $ 40,134 $ 35,888 $ 46,007 $ 28,686 $ 407,664
Totals By Risk Rating
1. Pass $ 874,073 $ 1,353,635 $ 628,808 $ 301,563 $ 313,094 $ 340,465 $ 512,643 $ 4,324,281
2. Special Mention 2,509 28,288 26,745 3,917 1,250 9,006 7,545 79,260
3. Substandard 125 33,145 4,186 1,902 1,920 4,821 6,942 53,041
Total $ 876,707 $ 1,415,068 $ 659,739 $ 307,382 $ 316,264 $ 354,292 $ 527,130 $ 4,456,582

21

Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands) 2020 2019 2018 2017 2016 Prior Revolving Loans Amortized Cost Basis Total
At December 31, 2020
Commercial, Financial and Agricultural
Risk Rating
1. Pass $ 162,547 $ 93,967 $ 74,722 $ 38,906 $ 17,371 $ 56,053 $ 427,336 $ 870,902
2. Special Mention 2,723 783 316 500 777 1,144 8,318 14,561
3. Substandard - 430 362 28 - 627 5,755 7,202
Total $ 165,270 $ 95,180 $ 75,400 $ 39,434 $ 18,148 $ 57,824 $ 441,409 $ 892,665
Paycheck Protection Program
Risk Rating
1. Pass $ 483,773 $ - $ - $ - $ - $ - $ - $ 483,773
2. Special Mention - - - - - - - -
3. Substandard - - - - - - - -
Total $ 483,773 $ - $ - $ - $ - $ - $ - $ 483,773
Real Estate-Commercial
Risk Rating
1. Pass $ 1,084,157 $ 481,997 $ 223,646 $ 268,236 $ 143,041 $ 157,503 $ 43,008 $ 2,401,588
2. Special Mention 6,220 10,076 3,498 - 1,250 5,870 1,247 28,161
3. Substandard 3,803 3,998 709 11,383 1,207 6,690 1,333 29,123
Total $ 1,094,180 $ 496,071 $ 227,853 $ 279,619 $ 145,498 $ 170,063 $ 45,588 $ 2,458,872
Real Estate-Construction
Risk Rating
1. Pass $ 116,840 $ 59,507 $ 39,009 $ 113 $ 2,950 $ - $ 3,711 $ 222,130
2. Special Mention 21,225 - - - - - - 21,225
3. Substandard - - - - - - - -
Total $ 138,065 $ 59,507 $ 39,009 $ 113 $ 2,950 $ - $ 3,711 $ 243,355
Real Estate-Residential Secured for Business Purpose
Risk Rating
1. Pass $ 118,925 $ 72,149 $ 52,775 $ 43,347 $ 37,768 $ 25,170 $ 25,510 $ 375,644
2. Special Mention 1,354 - 188 77 175 130 - 1,924
3. Substandard 28 991 50 64 1,065 962 718 3,878
Total $ 120,307 $ 73,140 $ 53,013 $ 43,488 $ 39,008 $ 26,262 $ 26,228 $ 381,446
Totals By Risk Rating
1. Pass $ 1,966,242 $ 707,620 $ 390,152 $ 350,602 $ 201,130 $ 238,726 $ 499,565 $ 4,354,037
2. Special Mention 31,522 10,859 4,002 577 2,202 7,144 9,565 65,871
3. Substandard 3,831 5,419 1,121 11,475 2,272 8,279 7,806 40,203
Total $ 2,001,595 $ 723,898 $ 395,275 $ 362,654 $ 205,604 $ 254,149 $ 516,936 $ 4,460,111

The Corporation had no revolving loans which were converted to term loans included within recorded investment in loans and leases held for investment at June 30, 2021 or December 31, 2020. The Corporation had no loans with a risk rating of Doubtful included within recorded investment in loans and leases held for investment at June 30, 2021 or December 31, 2020.

22

The Corporation monitors the credit risk profile by payment activity for the following classifications of loans and leases: Real-estate residential secured for personal purpose loans, Real-estate home equity secured for personal purpose loans, Loans to individuals and Lease financings. The Corporation reviews credit quality indicators on at least an annual basis and last completed this review in conjunction with the period ended December 31, 2020. Loans and leases past due 90 days or more, loans and leases on nonaccrual status and troubled debt restructured loans and lease modifications are considered nonperforming. Nonperforming loans and leases are reviewed monthly. Performing loans and leases have a nominal to moderate risk of loss. Performing loans and leases are reviewed only if the loan becomes 60 days or more past due.

Based on the most recent analysis performed, the following table presents the recorded investment in loans and leases held for investment for Real-estate residential secured for personal purpose loans, Real-estate home equity secured for personal purpose loans, Loans to individuals and Lease financings by credit quality indicator at June 30, 2021 and December 31, 2020.
Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands) 2021 2020 2019 2018 2017 Prior Revolving Loans Amortized Cost Basis Total
At June 30, 2021
Real Estate-Residential Secured for Personal Purpose
Payment Performance
1. Performing $ 130,371 $ 175,767 $ 43,250 $ 30,493 $ 31,029 $ 99,443 $ 817 $ 511,170
2. Nonperforming 106 651 - 373 - 1,030 - 2,160
Total $ 130,477 $ 176,418 $ 43,250 $ 30,866 $ 31,029 $ 100,473 $ 817 $ 513,330
Real Estate-Home Equity Secured for Personal Purpose
Payment Performance
1. Performing $ 665 $ 1,017 $ 528 $ 545 $ 963 $ 2,105 $ 153,360 $ 159,183
2. Nonperforming - - - 183 - 28 624 835
Total $ 665 $ 1,017 $ 528 $ 728 $ 963 $ 2,133 $ 153,984 $ 160,018
Loans to Individuals
Payment Performance
1. Performing $ 1,089 $ 1,150 $ 1,013 $ 670 $ 247 $ 2,123 $ 19,534 $ 25,826
2. Nonperforming - - - - - 19 - 19
Total $ 1,089 $ 1,150 $ 1,013 $ 670 $ 247 $ 2,142 $ 19,534 $ 25,845
Lease Financings
Payment Performance
1. Performing $ 38,488 $ 62,676 $ 38,257 $ 22,752 $ 7,817 $ 1,455 $ - $ 171,445
2. Nonperforming - - 20 2 10 61 - 93
Total $ 38,488 $ 62,676 $ 38,277 $ 22,754 $ 7,827 $ 1,516 $ - $ 171,538
Totals by Payment Performance
1. Performing $ 170,613 $ 240,610 $ 83,048 $ 54,460 $ 40,056 $ 105,126 $ 173,711 $ 867,624
2. Nonperforming 106 651 20 558 10 1,138 624 3,107
Total $ 170,719 $ 241,261 $ 83,068 $ 55,018 $ 40,066 $ 106,264 $ 174,335 $ 870,731
23

Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands) 2020 2019 2018 2017 2016 Prior Revolving Loans Amortized Cost Basis Total
At December 31, 2020
Real Estate-Residential Secured for Personal Purpose
Payment Performance
1. Performing $ 191,987 $ 61,880 $ 56,314 $ 50,983 $ 38,975 $ 84,138 $ 1,237 $ 485,514
2. Nonperforming 666 - 56 - - 1,364 - 2,086
Total $ 192,653 $ 61,880 $ 56,370 $ 50,983 $ 38,975 $ 85,502 $ 1,237 $ 487,600
Real Estate-Home Equity Secured for Personal Purpose
Payment Performance
1. Performing $ 1,195 $ 815 $ 829 $ 1,160 $ 518 $ 2,189 $ 158,803 $ 165,509
2. Nonperforming - - 198 - - 36 866 1,100
Total $ 1,195 $ 815 $ 1,027 $ 1,160 $ 518 $ 2,225 $ 159,669 $ 166,609
Loans to Individuals
Payment Performance
1. Performing $ 1,795 $ 1,425 $ 970 $ 441 $ 220 $ 2,266 $ 20,180 $ 27,297
2. Nonperforming - - - - - 23 162 185
Total $ 1,795 $ 1,425 $ 970 $ 441 $ 220 $ 2,289 $ 20,342 $ 27,482
Lease Financings
Payment Performance
1. Performing $ 72,173 $ 45,972 $ 30,679 $ 11,613 $ 3,616 $ 567 $ - $ 164,620
2. Nonperforming 12 182 5 205 7 8 - 419
Total $ 72,185 $ 46,154 $ 30,684 $ 11,818 $ 3,623 $ 575 $ - $ 165,039
Totals by Payment Performance
1. Performing $ 267,150 $ 110,092 $ 88,792 $ 64,197 $ 43,329 $ 89,160 $ 180,220 $ 842,940
2. Nonperforming 678 182 259 205 7 1,431 1,028 3,790
Total $ 267,828 $ 110,274 $ 89,051 $ 64,402 $ 43,336 $ 90,591 $ 181,248 $ 846,730

The Corporation had no revolving loans which were converted to term loans included within recorded investment in loans and leases held for investment at June 30, 2021 or December 31, 2020.

24

Allowance for Credit Losses on Loans and Leases and Recorded Investment in Loans and Leases

The allowance for credit losses (ACL) on loans decreased during the three and six months ended June 30, 2021 primarily due to favorable changes in economic-related assumptions, which were impacted by the ongoing recovery from the COVID-19 pandemic, partially offset by loan growth. There were no changes to the reasonable and supportable forecast period, the reversion period, or any other significant methodology changes during the three or six months ended June 30, 2021. The following presents, by portfolio segment, a summary of the activity in the allowance for credit losses, loans and leases, for the three and six months ended June 30, 2021 and 2020:
(Dollars in thousands) Beginning balance Provision (reversal of provision) for credit losses Charge-offs Recoveries Ending balance
Three Months Ended June 30, 2021
Allowance for credit losses, loans and leases:
Commercial, Financial and Agricultural $ 10,233 $ 1,689 $ (350) $ 162 $ 11,734
Paycheck Protection Program - 3 - - 3
Real Estate-Commercial 45,459 (2,347) (523) 605 43,194
Real Estate-Construction 2,799 850 - - 3,649
Real Estate-Residential Secured for Business Purpose 6,692 260 (227) 22 6,747
Real Estate-Residential Secured for Personal Purpose 3,056 (436) - - 2,620
Real Estate-Home Equity Secured for Personal Purpose 1,257 (155) - 22 1,124
Loans to Individuals 447 (145) (23) 40 319
Lease Financings 1,404 382 (18) 47 1,815
Unallocated 150 - N/A N/A 150
Total $ 71,497 $ 101 $ (1,141) $ 898 $ 71,355
Three Months Ended June 30, 2020
Allowance for credit losses, loans and leases:
Commercial, Financial and Agricultural $ 19,244 $ (2,034) $ (744) $ 270 $ 16,736
Real Estate-Commercial 34,810 18,663 (2,802) - 50,671
Real Estate-Construction 3,117 1,013 - - 4,130
Real Estate-Residential Secured for Business Purpose 5,906 2,365 (96) 5 8,180
Real Estate-Residential Secured for Personal Purpose 2,121 548 - - 2,669
Real Estate-Home Equity Secured for Personal Purpose 795 273 - 3 1,071
Loans to Individuals 600 239 (93) 25 771
Lease Financings 1,473 510 (212) 68 1,839
Unallocated 150 - N/A N/A 150
Total $ 68,216 $ 21,577 $ (3,947) $ 371 $ 86,217
N/A - Not applicable
25

(Dollars in thousands) Beginning balance Adjustment to initially apply ASU No. 2016-13 for CECL (Reversal of provision) provision for credit losses Charge-offs Recoveries Ending balance
Six Months Ended June 30, 2021
Allowance for credit losses, loans and leases:
Commercial, Financial and Agricultural $ 13,584 $ - $ (1,389) $ (688) $ 227 $ 11,734
Paycheck Protection Program - - 3 - - 3
Real Estate-Commercial 52,230 - (9,118) (523) 605 43,194
Real Estate-Construction 3,298 - 351 - - 3,649
Real Estate-Residential Secured for Business Purpose 7,317 - (419) (227) 76 6,747
Real Estate-Residential Secured for Personal Purpose 3,055 - (435) - - 2,620
Real Estate-Home Equity Secured for Personal Purpose 1,176 - (76) - 24 1,124
Loans to Individuals 533 - (203) (79) 68 319
Lease Financings 1,701 - 128 (109) 95 1,815
Unallocated 150 - - N/A N/A 150
Total $ 83,044 $ - $ (11,158) $ (1,626) $ 1,095 $ 71,355
Six Months Ended June 30, 2020
Allowance for credit losses, loans and leases:
Commercial, Financial and Agricultural $ 8,759 $ 5,284 $ 3,596 $ (1,225) $ 322 $ 16,736
Real Estate-Commercial 15,750 6,208 31,480 (2,802) 35 50,671
Real Estate-Construction 2,446 29 1,655 - - 4,130
Real Estate-Residential Secured for Business Purpose 2,622 2,502 3,147 (99) 8 8,180
Real Estate-Residential Secured for Personal Purpose 2,713 (706) 662 - - 2,669
Real Estate-Home Equity Secured for Personal Purpose 1,076 (364) 351 - 8 1,071
Loans to Individuals 470 104 286 (128) 39 771
Lease Financings 1,311 (135) 886 (364) 141 1,839
Unallocated 184 - (34) N/A N/A 150
Total $ 35,331 $ 12,922 $ 42,029 $ (4,618) $ 553 $ 86,217

N/A - Not applicable
26

The following presents, by portfolio segment, the balance in the ACL on loans and leases, disaggregated on the basis of whether the loan or lease was measured for credit loss as a pooled loan or lease or if it was individually analyzed for a reserve at June 30, 2021 and 2020:
Allowance for credit losses, loans and leases Loans and leases held for investment
(Dollars in thousands) Ending balance: individually analyzed Ending balance: pooled Total ending balance Ending balance: individually analyzed Ending balance: pooled Loans measured at fair value Total ending balance
At June 30, 2021
Commercial, Financial and Agricultural $ 333 $ 11,401 $ 11,734 $ 1,246 $ 919,375 $ - $ 920,621
Paycheck Protection Program - 3 3 - 252,849 - 252,849
Real Estate-Commercial - 43,194 43,194 26,264 2,574,537 118 2,600,919
Real Estate-Construction - 3,649 3,649 - 274,529 - 274,529
Real Estate-Residential Secured for Business Purpose - 6,747 6,747 3,045 404,619 - 407,664
Real Estate-Residential Secured for Personal Purpose 23 2,597 2,620 2,160 511,170 - 513,330
Real Estate-Home Equity Secured for Personal Purpose - 1,124 1,124 783 159,235 - 160,018
Loans to Individuals - 319 319 - 25,845 - 25,845
Lease Financings - 1,815 1,815 - 171,538 - 171,538
Unallocated N/A 150 150 N/A N/A N/A N/A
Total $ 356 $ 70,999 $ 71,355 $ 33,498 $ 5,293,697 $ 118 $ 5,327,313
At June 30, 2020
Commercial, Financial and Agricultural $ 905 $ 15,831 $ 16,736 $ 4,208 $ 818,525 $ - $ 822,733
Paycheck Protection Program $ - $ - $ - $ - $ 498,978 $ - $ 498,978
Real Estate-Commercial 19 50,652 50,671 17,568 2,204,667 255 2,222,490
Real Estate-Construction - 4,130 4,130 - 212,534 - 212,534
Real Estate-Residential Secured for Business Purpose 1 8,179 8,180 1,754 374,296 - 376,050
Real Estate-Residential Secured for Personal Purpose 210 2,459 2,669 1,268 461,244 - 462,512
Real Estate-Home Equity Secured for Personal Purpose - 1,071 1,071 977 172,064 - 173,041
Loans to Individuals - 771 771 - 29,222 - 29,222
Lease Financings - 1,839 1,839 - 154,249 - 154,249
Unallocated N/A 150 150 N/A N/A N/A N/A
Total $ 1,135 $ 85,082 $ 86,217 $ 25,775 $ 4,925,779 $ 255 $ 4,951,809
N/A - Not applicable

Troubled Debt Restructured Loans

The following presents, by class of loans, information regarding troubled debt restructurings of accruing and nonaccrual loans:
Three Months Ended June 30, 2021 Three Months Ended June 30, 2020
(Dollars in thousands) Number
of
Loans 		Pre-
Restructuring
Outstanding
Recorded
Investment 		Post-
Restructuring
Outstanding
Recorded
Investment 		Number
of
Loans 		Pre-
Restructuring
Outstanding
Recorded
Investment 		Post-
Restructuring
Outstanding
Recorded
Investment
Accruing Troubled Debt Restructured Loans:
Total - $ - $ - - $ - $ -
Nonaccrual Troubled Debt Restructured Loans:
Commercial, financial and agricultural - $ - $ - 1 $ 619 $ 619
Total - $ - $ - 1 $ 619 $ 619
27

Six Months Ended June 30, 2021 Six Months Ended June 30, 2020
(Dollars in thousands) Number
of
Loans 		Pre-
Restructuring
Outstanding
Recorded
Investment 		Post-
Restructuring
Outstanding
Recorded
Investment 		Number
of
Loans 		Pre-
Restructuring
Outstanding
Recorded
Investment 		Post-
Restructuring
Outstanding
Recorded
Investment
Accruing Troubled Debt Restructured Loans:
Total - $ - $ - - $ - $ -
Nonaccrual Troubled Debt Restructured Loans:
Commercial, financial and agricultural - $ - $ - 1 $ 619 $ 619
Total - $ - $ - 1 $ 619 $ 619

The Corporation modified certain loans and leases via principal and/or interest deferrals in accordance withSection 4013 of the CARES Act, theConsolidated Appropriations Act, 2021and the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirusand have not categorized these modifications as troubled debt restructurings. These loans and leases had a combined principal balance of approximately $54.2 million as of June 30, 2021, which represents approximately 1.1% of the loan portfolio, excluding PPP loans.

The following presents, by class of loans, information regarding the types of concessions granted on accruing and nonaccrual loans that were restructured during the three and six months ended June 30, 2021 and 2020.
Amortization Period Extension
(Dollars in thousands) No. of
Loans 		Amount
Three Months Ended June 30, 2021
Accruing Troubled Debt Restructured Loans:
Total - $ -
Nonaccrual Troubled Debt Restructured Loans:
Total - $ -
Three Months Ended June 30, 2020
Accruing Troubled Debt Restructured Loans:
Total - $ -
Nonaccrual Troubled Debt Restructured Loans:
Commercial, financial and agricultural 1 $ 619
Total 1 $ 619
Six Months Ended June 30, 2021
Accruing Troubled Debt Restructured Loans:
Total - $ -
Nonaccrual Troubled Debt Restructured Loans:
Total - $ -
Six Months Ended June 30, 2020
Accruing Troubled Debt Restructured Loans:
Total - $ -
Nonaccrual Troubled Debt Restructured Loans:
Commercial, financial and agricultural 1 $ 619
Total 1 $ 619

28

The following presents, by class of loans, information regarding accruing and nonaccrual troubled debt restructured loans, for which there were payment defaults within twelve months of the restructuring date:
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
(Dollars in thousands) Number
of Loans 		Recorded
Investment 		Number
of Loans 		Recorded
Investment 		Number
of Loans 		Recorded
Investment 		Number
of Loans 		Recorded
Investment
Accruing Troubled Debt Restructured Loans:
Total - $ - - $ - - $ - - $ -
Nonaccrual Troubled Debt Restructured Loans:
Commercial, financial and agricultural - $ - 1 $ 13 - $ - 1 $ 13
Real estate-residential secured for personal purpose 1 530 - - 1 530 - -
Total 1 $ 530 1 $ 13 1 $ 530 1 $ 13

The following presents the amount of consumer mortgages collateralized by residential real estate property that were in the process of foreclosure at June 30, 2021 and December 31, 2020:
(Dollars in thousands) At June 30, 2021 At December 31, 2020
Real estate-residential secured for personal purpose $ - $ 64
Total $ - $ 64

There was no foreclosed residential real estate property included in other real estate owned at June 30, 2021 and December 31, 2020.
Lease Financings

The Corporation, through Univest Capital, Inc., an equipment financing business and a subsidiary of the Bank, provides lease financing to customers primarily in the form of sales-type leases with fixed payment terms and $1.00 buyout clauses. A minor number of contracts are classified as either direct financing leases or operating leases. The fair value of the identified assets within sales-type and direct financing leases are equal to the carrying amount such that there is no profit or loss recorded or deferred upon lease commencement. All receivables related to the equipment financing business are recorded within lease financings.
The following presents the schedule of minimum lease payments receivable:
(Dollars in thousands) At June 30, 2021 At December 31, 2020
2021 (excluding the six months ended June 30, 2021) $ 34,230 $ 61,724
2022 58,374 49,970
2023 44,053 35,631
2024 28,539 20,821
2025 15,211 8,319
Thereafter 5,630 2,763
Total future minimum lease payments receivable 186,037 179,228
Plus: Unguaranteed residual 993 914
Plus: Initial direct costs 2,557 2,567
Less: Imputed interest (18,049) (17,670)
Lease financings $ 171,538 $ 165,039

29

Note 5. Goodwill and Other Intangible Assets

The Corporation has goodwill from acquisitions which is deemed to be an indefinite intangible asset and is not amortized. The Corporation also has core deposit and customer-related intangibles and servicing rights, which are not deemed to have an indefinite life and therefore will continue to be amortized over their useful life using the present value of projected cash flows.

Changes in the carrying amount of the Corporation's goodwill by business segment for the six months ended June 30, 2021 were as follows:
(Dollars in thousands) Banking Wealth Management Insurance Consolidated
Balance at December 31, 2020 $ 138,476 $ 15,434 $ 18,649 $ 172,559
Addition to goodwill from acquisitions - - - -
Balance at June 30, 2021 $ 138,476 $ 15,434 $ 18,649 $ 172,559

The following table reflects the components of intangible assets at the dates indicated:

At June 30, 2021 At December 31, 2020
(Dollars in thousands) Gross Carrying Amount
Accumulated Amortization(1)
Net Carrying Amount Gross Carrying Amount
Accumulated Amortization(1)
Net Carrying Amount
Amortized intangible assets:
Core deposit intangibles $ 6,788 $ 5,129 $ 1,659 $ 6,788 $ 4,787 $ 2,001
Customer related intangibles 6,017 5,713 304 7,604 7,147 457
Servicing rights 24,807 17,374 7,433 22,354 15,946 6,408
Total amortized intangible assets $ 37,612 $ 28,216 $ 9,396 $ 36,746 $ 27,880 $ 8,866
(1) Included within accumulated amortization is a valuation allowance of $1 thousand and $87 thousand on mortgage servicing rights at June 30, 2021 and December 31, 2020, respectively.

The estimated aggregate amortization expense for core deposit and customer-related intangibles for the remainder of 2021 and the succeeding fiscal years is as follows:
Year (Dollars in thousands) Amount
Remainder of 2021 $ 428
2022 666
2023 409
2024 267
2025 145
Thereafter 48
Total $ 1,963
The aggregate fair value of mortgage servicing rights was $9.7 million and $6.7 million at June 30, 2021 and December 31, 2020, respectively. The fair value of mortgage servicing rights was determined using a discount rate of 10.0% at June 30, 2021 and December 31, 2020.
Changes in the servicing rights balance are summarized as follows:
Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands) 2021 2020 2021 2020
Beginning of period $ 7,015 $ 6,440 $ 6,408 $ 6,626
Servicing rights capitalized 1,140 835 2,453 1,361
Amortization of servicing rights (722) (911) (1,514) (1,568)
Changes in valuation allowance - (283) 86 (338)
End of period $ 7,433 $ 6,081 $ 7,433 $ 6,081
Loans serviced for others $ 1,303,105 $ 1,113,819 $ 1,303,105 $ 1,113,819

30

Activity in the valuation allowance for mortgage servicing rights was as follows:
Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands) 2021 2020 2021 2020
Valuation allowance, beginning of period $ (1) $ (55) $ (87) $ -
Additions - (283) - (338)
Reductions - - 86 -
Valuation allowance, end of period $ (1) $ (338) $ (1) $ (338)

The estimated amortization expense of servicing rights for the remainder of 2021 and the succeeding fiscal years is as follows:
Year (Dollars in thousands) Amount
Remainder of 2021 $ 1,426
2022 1,167
2023 951
2024 774
2025 627
Thereafter 2,488
Total $ 7,433

Note 6. Deposits

Deposits and their respective weighted average interest rate at June 30, 2021 and December 31, 2020 consisted of the following:
At June 30, 2021 At December 31, 2020
Weighted Average Interest Rate Amount Weighted Average Interest Rate Amount
(Dollars in thousands)
Noninterest-bearing deposits - % $ 1,872,031 - % $ 1,690,663
Demand deposits 0.19 1,967,862 0.22 2,070,183
Savings deposits 0.09 986,588 0.08 918,094
Time deposits 1.19 492,223 1.30 563,775
Total 0.19 % $ 5,318,704 0.24 % $ 5,242,715
The aggregate amount of time deposits in denominations of $100 thousand or more was $248.5 million at June 30, 2021 and $296.7 million at December 31, 2020. Deposits are insured up to applicable limits by the Deposit Insurance Fund of the FDIC. Deposit insurance per account owner is currently $250 thousand. The aggregate amount of time deposits in denominations over $250 thousand was $118.0 million at June 30, 2021 and $161.6 million at December 31, 2020.

At June 30, 2021, the scheduled maturities of time deposits are as follows:
Year (Dollars in thousands) Amount
Remainder of 2021 $ 6,299
2022 134,154
2023 169,945
2024 131,662
2025 30,020
Thereafter 20,143
Total $ 492,223

31

Note 7. Borrowings

The following is a summary of borrowings by type. Short-term borrowings consist of overnight borrowings and term borrowings with an original maturity of one year or less.
At June 30, 2021 At December 31, 2020
(Dollars in thousands) Balance at End of Period Weighted Average Interest Rate at End of Period Balance at End of Period Weighted Average Interest Rate at End of Period
Short-term borrowings:
Customer repurchase agreements $ 25,251 0.05 % $ 17,906 0.05 %
Long-term debt:
FHLB advances $ 95,000 1.34 % $ 110,000 1.42 %
Subordinated notes $ 98,719 5.31 % $ 183,515 4.96 %

The Corporation, through the Bank, has a credit facility with the Federal Home Loan Bank (the FHLB) with a maximum borrowing capacity of approximately $2.3 billion. All borrowings and letters of credit from the FHLB are secured by qualifying commercial real estate and residential mortgage loans, investments and other assets. At June 30, 2021 and December 31, 2020, the Bank had outstanding short-term letters of credit with the FHLB totaling $529.1 million and $669.7 million, respectively, which were utilized to collateralize public funds deposits and other secured deposits. The maximum borrowing capacity with the FHLB changes as a function of the Bank's qualifying collateral assets as well as the FHLB's internal credit rating of the Bank. The available borrowing capacity from the FHLB totaled $1.7 billion at June 30, 2021.

The Corporation, through the Bank, holds collateral at the Federal Reserve Bank of Philadelphia to provide access to the Discount Window Lending program. The collateral, consisting of investment securities, was valued at $34.1 million and $40.7 million at June 30, 2021 and December 31, 2020, respectively. At June 30, 2021 and December 31, 2020, the Corporation had no outstanding borrowings under the Discount Window Lending program.

The Corporation has a $10.0 million committed line of credit with a correspondent bank. At June 30, 2021 and December 31, 2020, the Corporation had no outstanding borrowings under this line.

The Corporation and the Bank have $2.4 billion and $2.2 billion of committed borrowing capacity at June 30, 2021 and December 31, 2020, respectively, of which $1.7 billion and $1.5 billion was available as of June 30, 2021 and December 31, 2020, respectively. The Corporation, through the Bank, also maintained uncommitted funding sources from correspondent banks of $460.0 million at June 30, 2021 and December 31, 2020, which were fully available. Future availability under these lines is subject to the prerogatives of the granting banks and may be withdrawn at will.
Long-term advances with the FHLB mature as follows:
(Dollars in thousands) As of June 30, 2021 Weighted Average Rate
Remainder of 2021 $ - - %
2022 - -
2023 35,000 1.94
2024 60,000 0.98
2025 - -
Thereafter - -
Total $ 95,000 1.34 %

32

Note 8. Retirement Plans and Other Postretirement Benefits

Information with respect to the Retirement Plans and Other Postretirement Benefits follows:
Three Months Ended June 30,
2021 2020 2021 2020
(Dollars in thousands) Retirement Plans Other Post Retirement
Benefits
Service cost $ 131 $ 116 $ 35 $ 27
Interest cost 353 417 22 25
Expected loss on plan assets (901) (818) - -
Amortization of net actuarial loss 317 291 12 6
Net periodic benefit (income) cost $ (100) $ 6 $ 69 $ 58

Six Months Ended June 30,
2021 2020 2021 2020
(Dollars in thousands) Retirement Plans Other Post Retirement
Benefits
Service cost $ 261 $ 233 $ 71 $ 55
Interest cost 707 834 43 49
Expected loss on plan assets (1,793) (1,634) - -
Amortization of net actuarial loss 634 582 24 12
Net periodic benefit (income) cost $ (191) $ 15 $ 138 $ 116

The components of net periodic benefit cost other than the service cost component are included in other noninterest expense in the consolidated statements of income.

The Corporation previously disclosed in its financial statements for the year ended December 31, 2020 that it expected to make contributions of $156 thousand to its non-qualified retirement plans and $94 thousand to its other postretirement benefit plans in 2021. During the six months ended June 30, 2021, the Corporation contributed $78 thousand to its non-qualified retirement plans and $55 thousand to its other postretirement plans. During the six months ended June 30, 2021, $1.3 million was paid to participants from the retirement plans and $55 thousand was paid to participants from the other postretirement plans.

Note 9. Stock-Based Incentive Plan

The Corporation maintains the 2013 Long-Term Incentive Plan, which replaced the expired 2003 Long-Term Incentive Plan. In December 2018, the Corporation's Board of Directors approved an Amended and Restated Univest 2013 Long-Term Incentive Plan (the Plan) to permit the issuance of restricted stock units.

Beginning in 2019, the Corporation issued to directors and employees ('grantees') restricted stock units rather than restricted stock awards or stock options, which were issued to grantees in prior reporting periods. Restricted stock units differ from restricted stock awards in that Corporation stock is not issued to grantees at the date of the grant and the grantee does not have voting or dividend rights during the vesting period. In the following schedules, issued restricted stock units have been combined with restricted stock awards, as the determination of the value at the grant date and methodology for recording stock-based compensation expense is the same.

33

The following is a summary of the Corporation's stock option activity and related information for the six months ended June 30, 2021:
(Dollars in thousands, except per share data) Shares Under Option Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value at June 30, 2021
Outstanding at December 31, 2020 453,785 $ 25.06
Forfeited (9,500) 28.33
Exercised (46,527) 21.13
Outstanding at June 30, 2021 397,758 25.44 5.4 $ 912
Exercisable at June 30, 2021 397,758 25.44 5.4 912
The following is a summary of nonvested stock options at June 30, 2021 including changes during the six months then ended:
(Dollars in thousands, except per share data) Nonvested Stock Options Weighted Average Grant Date Fair Value
Nonvested stock options at December 31, 2020 49,771 $ 6.46
Vested (49,771) 6.46
Nonvested stock options at June 30, 2021 - -
The Corporation did not issue stock options during the six months ended June 30, 2021 or June 30, 2020.
The following is a summary of nonvested restricted stock awards and nonvested restricted stock units at June 30, 2021 including changes during the six months then ended:
(Dollars in thousands, except per share data) Nonvested Stock Awards and Units Weighted Average Grant Date Fair Value
Nonvested stock awards and units at December 31, 2020 305,704 $ 21.18
Granted 154,607 27.82
Vested (85,731) 22.68
Cancelled (10,677) 22.40
Nonvested stock units at June 30, 2021 363,903 23.61

Certain information regarding restricted stock awards and units is summarized below for the periods indicated:
Six Months Ended June 30,
(Dollars in thousands, except per share data) 2021 2020
Restricted stock units granted 154,607 179,080
Weighted average grant date fair value $ 27.82 $ 18.62
Intrinsic value of units granted $ 4,301 $ 3,335
Restricted stock awards and units vested 85,731 59,855
Weighted average grant date fair value $ 22.68 $ 27.17
Intrinsic value of awards and units vested $ 2,354 $ 1,375

The total unrecognized compensation expense and the weighted average period over which unrecognized compensation expense is expected to be recognized related to nonvested restricted stock units at June 30, 2021 is presented below:
(Dollars in thousands) Unrecognized Compensation Cost Weighted-Average Period Remaining (Years)
Restricted stock units $ 6,466 2.1
$ 6,466 2.1
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The following table presents information related to the Corporation's compensation expense related to stock incentive plans recognized for the periods indicated:
Six Months Ended June 30,
(Dollars in thousands) 2021 2020
Stock-based compensation expense:
Stock options $ 62 $ 190
Restricted stock awards and units 1,701 949
Employee stock purchase plan 48 44
Total $ 1,811 $ 1,183
Tax benefit on nonqualified stock option expense, restricted stock awards and disqualifying dispositions of incentive stock options $ 203 $ 243

Note 10. Accumulated Other Comprehensive (Loss) Income

The following table shows the components of accumulated other comprehensive (loss) income, net of taxes, for the periods presented:
(Dollars in thousands) Net Unrealized
(Losses) Gains on
Available-for-Sale
Investment
Securities 		Net Change
Related to
Derivatives Used for Cash Flow Hedges 		Net Change
Related to
Defined Benefit
Pension Plans 		Accumulated
Other
Comprehensive
(Loss) Income
Balance, December 31, 2020 $ (1,379) $ (421) $ (20,344) $ (22,144)
Other comprehensive income 1,957 122 520 2,599
Balance, June 30, 2021 $ 578 $ (299) $ (19,824) $ (19,545)
Balance, December 31, 2019 $ (3,231) $ (185) $ (18,314) $ (21,730)
Adjustment to initially apply ASU No. 2016-13 for CECL 237 - - 237
Other comprehensive income (loss) 1,580 (364) 470 1,686
Balance, June 30, 2020 $ (1,414) $ (549) $ (17,844) $ (19,807)

Note 11. Derivative Instruments and Hedging Activities

Interest Rate Swaps

The Corporation periodically uses interest rate swap agreements to modify interest rate characteristics from variable to fixed or fixed to variable in order to reduce the impact of interest rate changes on future net interest income. The Corporation's credit exposure on interest rate swaps includes fair value and any collateral that is held by a third party.

In 2014, the Corporation entered into an amortizing interest rate swap classified as a cash flow hedge with a notional amount of $20.0 million to hedge a portion of the debt financing of a pool of 10-year fixed rate loans that were originated in 2013 with balances totaling $29.1 million at time of the hedge. A brokered money market demand account with a balance exceeding the amortizing interest rate swap balance is being used for the cash flow hedge. Under the terms of the swap agreement, the Corporation pays a fixed rate of 2.10% and receives a floating rate of one-month LIBOR. The swap matures in November 2022. The Corporation performed an assessment of the hedge for effectiveness at the inception of the hedge and on a recurring basis to determine that the derivative has been and is expected to continue to be highly effective in offsetting changes in cash flows of the hedged item. At June 30, 2021, approximately $232 thousand in net deferred losses, net of tax, recorded in accumulated other comprehensive loss are expected to be reclassified into earnings during the next twelve months. This amount could differ from amounts actually recognized due to changes in interest rates, hedge de-designations, and the addition of other hedges subsequent to June 30, 2021. At June 30, 2021, the notional amount of the interest rate swap was $15.0 million and the fair value was a liability of $379 thousand.

The Corporation has an interest rate swap with a current notional amount of $114 thousand, for a 15-year fixed rate loan that is earning interest at 7.43%. The Corporation pays a fixed rate of 7.43% and receives a floating rate based on the one-month LIBOR plus 224 basis points. The swap matures in April 2022. The interest rate swap is carried at fair value in accordance with FASB ASC 815 'Derivatives and Hedging.' The loan is carried at fair value under the fair value option as permitted by FASB ASC 825 'Financial Instruments.'

35

Credit Derivatives

The Corporation has agreements with third-party financial institutions whereby the third-party financial institution enters into interest rate derivative contracts with loan customers referred to them by the Corporation. By the terms of the agreements, the third-party financial institution has recourse to the Corporation for any exposure created under each swap contract in the event the customer defaults on the swap agreement and the agreement is in a paying position to the third-party financial institution. These transactions represent credit derivatives and are a customary arrangement that allows the Corporation to provide access to interest rate swap transactions for customers without issuing the swap.

At June 30, 2021, the Corporation reported 116 variable-rate to fixed-rate interest rate swap transactions between the third-party financial institution and customers with a current notional amount of $730.9 million and remaining maturities ranging from 9 months to 10 years. At June 30, 2021, the fair value of the Corporation's interest rate swap credit derivatives was a liability of $369 thousand. At June 30, 2021, the fair value of the swaps to the customers was a net liability of $20.6 million and these swaps were in paying positions to the third-party financial institution.

The maximum potential payments by the Corporation to the third-party financial institution under these credit derivatives are not estimable as they are contingent on future interest rates and the agreement does not provide for a limitation of the maximum potential payment amount.

Mortgage Banking Derivatives

Derivative loan commitments represent agreements for delayed delivery of financial instruments in which the buyer agrees to purchase and the seller agrees to deliver, at a specified future date, a specified instrument at a specified price or yield. The Corporation's derivative loan commitments are commitments to sell loans secured by 1-to 4-family residential properties whose predominant risk characteristic is interest rate risk.

Derivatives Tables

The following table presents the notional amounts and fair values of derivatives designated as hedging instruments recorded on the condensed consolidated balance sheets at June 30, 2021 and December 31, 2020. The Corporation pledges cash or securities to cover the negative fair value of derivative instruments. Cash collateral associated with derivative instruments are not added to or netted against the fair value amounts.
Derivative Assets Derivative Liabilities
(Dollars in thousands) Notional
Amount 		Balance Sheet
Classification 		Fair
Value 		Balance Sheet
Classification 		Fair
Value
At June 30, 2021
Interest rate swap - cash flow hedge $ 15,042 $ - Other liabilities $ 379
Total $ 15,042 $ - $ 379
At December 31, 2020
Interest rate swap - cash flow hedge $ 15,465 $ - Other liabilities $ 533
Total $ 15,465 $ - $ 533
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The following table presents the notional amounts and fair values of derivatives not designated as hedging instruments recorded on the condensed consolidated balance sheets at June 30, 2021 and December 31, 2020:
Derivative Assets Derivative Liabilities
(Dollars in thousands) Notional
Amount 		Balance Sheet
Classification 		Fair
Value 		Balance Sheet
Classification 		Fair
Value
At June 30, 2021
Interest rate swap $ 114 $ - Other liabilities $ 4
Credit derivatives 730,918 - Other liabilities 369
Interest rate locks with customers 56,719 Other assets 1,662 -
Forward loan sale commitments 84,041 - Other liabilities 267
Total $ 871,792 $ 1,662 $ 640
At December 31, 2020
Interest rate swap $ 179 $ - Other liabilities $ 8
Credit derivatives 643,556 - Other liabilities 535
Interest rate locks with customers 77,246 Other assets 2,894 -
Forward loan sale commitments 112,690 - Other liabilities 752
Total $ 833,671 $ 2,894 $ 1,295

The following table presents amounts included in the consolidated statements of income for derivatives designated as hedging instruments for the periods indicated:
Statement of Income
Classification 		Three Months Ended Six Months Ended
June 30, June 30,
(Dollars in thousands) 2021 2020 2021 2020
Interest rate swap-cash flow hedge-net interest payments Interest expense $ 76 $ 69 $ 152 $ 98
Total net loss $ (76) $ (69) $ (152) $ (98)

The following table presents amounts included in the consolidated statements of income for derivatives not designated as hedging instruments for the periods indicated:
Statement of Income Classification Three Months Ended Six Months Ended
June 30, June 30,
(Dollars in thousands) 2021 2020 2021 2020
Credit derivatives Other noninterest income $ 272 $ 1,665 $ 1,379 $ 1,805
Interest rate locks with customers Net gain (loss) on mortgage banking activities 499 542 (1,231) 3,054
Forward loan sale commitments Net (loss) gain on mortgage banking activities (1,489) 304 485 (563)
Total net (loss) gain $ (718) $ 2,511 $ 633 $ 4,296

The following table presents amounts included in accumulated other comprehensive (loss) income for derivatives designated as hedging instruments at June 30, 2021 and December 31, 2020:
(Dollars in thousands) Accumulated Other
Comprehensive (Loss) Income 		At June 30, 2021 At December 31, 2020
Interest rate swap-cash flow hedge Fair value, net of taxes $ (299) $ (421)
Total $ (299) $ (421)

Note 12. Fair Value Disclosures

Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Corporation determines the fair value of financial instruments based on the fair value hierarchy. The Corporation maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Corporation. Unobservable
37

inputs are inputs that reflect the Corporation's assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances, including assumptions about risk. Three levels of inputs are used to measure fair value. A financial instrument's level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement.
Level 1: Valuations are based on quoted prices in active markets for identical assets or liabilities that the Corporation can access at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
Level 2: Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3: Valuations are based on inputs that are unobservable and significant to the overall fair value measurement. Assets and liabilities utilizing Level 3 inputs include: financial instruments whose value is determined using pricing models, discounted cash-flow methodologies, or similar techniques, as well as instruments for which the fair value calculation requires significant management judgment or estimation.
Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Investment Securities

Where quoted prices are available in an active market for identical instruments, investment securities are classified within Level 1 of the valuation hierarchy. Level 1 investment securities include U.S. Treasury securities, most equity securities and money market mutual funds. Mutual funds are registered investment companies which are valued at net asset value of shares on a market exchange at the end of each trading day. Level 2 of the valuation hierarchy includes securities issued by U.S. Government sponsored enterprises, mortgage-backed securities, collateralized mortgage obligations, corporate and municipal bonds and certain equity securities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. In cases where there is limited activity or less transparency around inputs to the valuation, investment securities are classified within Level 3 of the valuation hierarchy.

Fair values for securities are determined using independent pricing services and market-participating brokers. The Corporation's 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 flow 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.

On a quarterly basis, the Corporation reviews changes, as submitted by the pricing service, in the market value of its security portfolio. Individual changes in valuations are reviewed for consistency with general interest rate movements and any known credit concerns for specific securities. If, upon the Corporation's review or in comparing with another service, a material difference between pricing evaluations were to exist, the Corporation may submit an inquiry to the current pricing service regarding the data used to determine the valuation of a particular security. If the Corporation determines there is market information that would support a different valuation than from the current pricing service's evaluation, the Corporation may utilize and change the security's valuation. There were no material differences in valuations noted at June 30, 2021.

Loans Held for Sale

The fair value of our loans held for sale is based on estimates using Level 2 inputs. These inputs are based on pricing information obtained from wholesale mortgage banks and brokers and applied to loans with similar interest rates and maturities.

Derivative Financial Instruments

The fair values of derivative financial instruments are based upon the estimated amount the Corporation would receive or pay to terminate the contracts or agreements, taking into account current interest rates and, when appropriate, the current creditworthiness of the counterparties. Interest rate swaps and mortgage banking derivative financial instruments are classified
38

within Level 2 of the valuation hierarchy. Credit derivatives are valued based on credit worthiness of the underlying borrower which is a significant unobservable input and therefore classified in Level 3 of the valuation hierarchy.

One commercial loan associated with an interest rate swap is classified in Level 3 of the valuation hierarchy at June 30, 2021 since lending credit risk is not an observable input for this loan. The unrealized gain on the one loan was $2 thousand at June 30, 2021.

Contingent Consideration Liability

The Corporation estimates the fair value of the contingent consideration liability by using a discounted cash flow model of future contingent payments based on projected revenue related to the acquired business. The estimated fair value of the contingent consideration liability is reviewed on a quarterly basis and any valuation adjustments resulting from a change of estimated future contingent payments based on projected revenue of the acquired business affecting the contingent consideration liability will be recorded through noninterest expense. Due to the significant unobservable input related to the projected revenue, the contingent consideration liability is classified within Level 3 of the valuation hierarchy. An increase in the projected revenue may result in a higher fair value of the contingent consideration liability. Alternatively, a decrease in the projected revenue may result in a lower estimated fair value of the contingent consideration liability.
The following table presents the assets and liabilities measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020, classified using the fair value hierarchy:
At June 30, 2021
(Dollars in thousands) Level 1 Level 2 Level 3 Assets/
Liabilities at
Fair Value
Assets:
Available-for-sale securities:
State and political subdivisions $ - $ 3,312 $ - $ 3,312
Residential mortgage-backed securities - 176,159 - 176,159
Collateralized mortgage obligations - 4,130 - 4,130
Corporate bonds - 81,561 9,700 91,261
Total available-for-sale securities - 265,162 9,700 274,862
Equity securities:
Equity securities - financial services industry 956 - - 956
Money market mutual funds 1,916 - - 1,916
Total equity securities 2,872 - - 2,872
Loans* - - 118 118
Loans held for sale - 27,322 - 27,322
Interest rate locks with customers* - 1,662 - 1,662
Total assets $ 2,872 $ 294,146 $ 9,818 $ 306,836
Liabilities:
Interest rate swaps* $ - $ 383 $ - $ 383
Credit derivatives* - - 369 369
Forward loan sale commitments* - 267 - 267
Total liabilities $ - $ 650 $ 369 $ 1,019
* Such financial instruments are recorded at fair value as further described in Note 11, 'Derivative Instruments and Hedging Activities.'

The $9.7 million of corporate bonds was comprised of one investment grade bond and the Corporation utilizes a third party to estimate fair value. The value is derived from a discounted cash flow analysis which utilizes a probability of default input. The $369 thousand of credit derivatives liability represents the Credit Valuation Adjustment (CVA), which is obtained from real-time financial market data, of 116 interest rate swaps with a current notional amount of $730.9 million. The June 30, 2021 CVA assumes a zero-deal recovery percentage based on the most recent index credit curve.

39

At December 31, 2020
(Dollars in thousands) Level 1 Level 2 Level 3 Assets/
Liabilities at
Fair Value
Assets:
Available-for-sale securities:
State and political subdivisions $ - $ 13,537 $ - $ 13,537
Residential mortgage-backed securities - 114,163 - 114,163
Collateralized mortgage obligations - 5,321 - 5,321
Corporate bonds - 76,019 9,600 85,619
Total available-for-sale securities - 209,040 9,600 218,640
Equity securities:
Equity securities - financial services industry 818 - - 818
Money market mutual funds 2,461 - - 2,461
Total equity securities 3,279 - - 3,279
Loans* - - 187 187
Loans held for sale - 37,039 - 37,039
Interest rate locks with customers* - 2,894 - 2,894
Total assets $ 3,279 $ 248,973 $ 9,787 $ 262,039
Liabilities:
Contingent consideration liability $ - $ - $ 55 $ 55
Interest rate swaps* - 541 - 541
Credit derivatives* - - 535 535
Forward loan sale commitments* - 752 - 752
Total liabilities $ - $ 1,293 $ 590 $ 1,883
* Such financial instruments are recorded at fair value as further described in Note 11, 'Derivative Instruments and Hedging Activities.'
The following table includes a rollforward of corporate bonds, loans and credit derivatives for which the Corporation utilized Level 3 inputs to determine fair value on a recurring basis for the six months ended June 30, 2021 and 2020:
Six Months Ended June 30, 2021
(Dollars in thousands) Balance at
December 31,
2020 		Additions Payments received Increase (decrease) in value Balance at June 30, 2021
Corporate bonds $ 9,600 $ - $ - $ 100 $ 9,700
Loans 187 - (65) (4) 118
Credit derivatives (535) (1,213) - 1,379 (369)
Net total $ 9,252 $ (1,213) $ (65) $ 1,475 $ 9,449
Six Months Ended June 30, 2020
(Dollars in thousands) Balance at
December 31,
2019 		Additions Payments received Increase (decrease) in value Balance at June 30, 2020
Loans $ 317 $ - $ (60) $ (2) $ 255
Credit derivatives (176) (2,541) - 1,805 (912)
Net total $ 141 $ (2,541) $ (60) $ 1,803 $ (657)
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The following table presents the change in the balance of the contingent consideration liability related to acquisitions for which the Corporation utilized Level 3 inputs to determine fair value on a recurring basis for the six months ended June 30, 2021 and 2020:
Six Months Ended June 30, 2021
(Dollars in thousands) Balance at
December 31,
2020 		Contingent
Consideration
from New
Acquisition 		Payment of
Contingent
Consideration 		Adjustment
of Contingent
Consideration 		Balance at June 30, 2021
Girard Partners $ 55 $ - $ 58 $ 3 $ -
Total contingent consideration liability $ 55 $ - $ 58 $ 3 $ -
Six Months Ended June 30, 2020
(Dollars in thousands) Balance at
December 31,
2019 		Contingent
Consideration
from New
Acquisition 		Payment of
Contingent
Consideration 		Adjustment
of Contingent
Consideration 		Balance at June 30, 2020
Girard Partners $ 160 $ - $ 61 $ 10 $ 109
Total contingent consideration liability $ 160 $ - $ 61 $ 10 $ 109

The Corporation may be required to periodically measure certain assets and liabilities at fair value on a non-recurring basis in accordance with GAAP. These adjustments to fair value usually result from the application of lower of cost or market accounting or changes in the value of loans held for investment analyzed on an individual basis. The following table represents assets measured at fair value on a non-recurring basis at June 30, 2021 and December 31, 2020:
At June 30, 2021
(Dollars in thousands) Level 1 Level 2 Level 3 Assets at
Fair Value
Individually analyzed loans held for investment $ - $ - $ 33,142 $ 33,142
Other real estate owned - - 279 279
Total $ - $ - $ 33,421 $ 33,421
At December 31, 2020
(Dollars in thousands) Level 1 Level 2 Level 3 Assets at
Fair Value
Individually analyzed loans held for investment $ - $ - $ 30,900 $ 30,900
Other real estate owned - - 7,355 7,355
Total $ - $ - $ 38,255 $ 38,255
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The following table presents assets and liabilities not measured at fair value on a recurring or non-recurring basis in the Corporation's condensed consolidated balance sheets but for which the fair value is required to be disclosed at June 30, 2021 and December 31, 2020. The disclosed fair values are classified using the fair value hierarchy.
At June 30, 2021
(Dollars in thousands) Level 1 Level 2 Level 3 Fair
Value 		Carrying
Amount
Assets:
Cash and short-term interest-earning assets $ 203,449 $ - $ - $ 203,449 $ 203,449
Held-to-maturity securities - 123,119 - 123,119 119,692
Federal Home Loan Bank, Federal Reserve Bank and other stock NA NA NA NA 25,228
Net loans and leases held for investment - - 5,317,505 5,317,505 5,226,485
Servicing rights - - 9,793 9,793 7,433
Total assets $ 203,449 $ 123,119 $ 5,327,298 $ 5,653,866 $ 5,582,287
Liabilities:
Deposits:
Demand and savings deposits, non-maturity $ 4,826,481 $ - $ - $ 4,826,481 $ 4,826,481
Time deposits - 500,436 - 500,436 492,223
Total deposits 4,826,481 500,436 - 5,326,917 5,318,704
Short-term borrowings - 25,251 - 25,251 25,251
Long-term debt - 96,976 - 96,976 95,000
Subordinated notes - 106,500 - 106,500 98,719
Total liabilities $ 4,826,481 $ 729,163 $ - $ 5,555,644 $ 5,537,674
At December 31, 2020
(Dollars in thousands) Level 1 Level 2 Level 3 Fair
Value 		Carrying
Amount
Assets:
Cash and short-term interest-earning assets $ 219,858 $ - $ - $ 219,858 $ 219,858
Held-to-maturity securities - 156,325 - 156,325 151,257
Federal Home Loan Bank, Federal Reserve Bank and other stock NA NA NA NA 28,183
Net loans and leases held for investment - - 5,338,782 5,338,782 5,192,710
Servicing rights - - 6,783 6,783 6,408
Total assets $ 219,858 $ 156,325 $ 5,345,565 $ 5,721,748 $ 5,598,416
Liabilities:
Deposits:
Demand and savings deposits, non-maturity $ 4,678,940 $ - $ - $ 4,678,940 $ 4,678,940
Time deposits - 574,018 - 574,018 563,775
Total deposits 4,678,940 574,018 - 5,252,958 5,242,715
Short-term borrowings - 17,906 - 17,906 17,906
Long-term debt - 112,968 - 112,968 110,000
Subordinated notes - 190,045 - 190,045 183,515
Total liabilities $ 4,678,940 $ 894,937 $ - $ 5,573,877 $ 5,554,136

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The following valuation methods and assumptions were used by the Corporation in estimating the fair value for financial instruments measured at fair value on a non-recurring basis and financial instruments not measured at fair value on a recurring or non-recurring basis in the Corporation's condensed consolidated balance sheets but for which the fair value is required to be disclosed:

Cash and short-term interest-earning assets:The carrying amounts reported in the balance sheet for cash and due from banks, interest-earning deposits with other banks and other short-term investments is their stated value. Cash and short-term interest-earning assets are classified within Level 1 in the fair value hierarchy.

Held-to-maturity securities:Fair values for the held-to-maturity investment securities are estimated by using pricing models or quoted prices of securities with similar characteristics and are classified in Level 2 in the fair value hierarchy.

Federal Home Loan Bank, Federal Reserve Bank and other stock:It is not practical to determine the fair values of Federal Home Loan Bank, Federal Reserve Bank and other stock, due to restrictions placed on their transferability.

Loans held for sale:Loans held for sale are carried at the lower of cost or estimated fair value. The fair value of the Corporation's mortgage loans held for sale are generally determined using a pricing model based on current market information obtained from external sources, including interest rates, bids or indications provided by market participants on specific loans that are actively marketed for sale. These loans are primarily residential mortgage loans and are generally classified in Level 2 due to the observable pricing data. At June 30, 2021, loans held for sale included two nonaccrual commercial real estate loans totaling $4.0 million. The fair value of these loans was measured based on the estimated sale price of the loans and is classified within Level 1 in the fair value hierarchy.

Loans and leases held for investment: The fair values for loans and leases held for investment are estimated using discounted cash flow analyses, using a discount rate based on current interest rates at which similar loans with similar terms would be made to borrowers, adjusted as appropriate to consider credit, liquidity and marketability factors to arrive at a fair value that represents the Corporation's exit price at which these instruments would be sold or transferred. Loans and leases are classified within Level 3 in the fair value hierarchy since credit risk is not an observable input.

Individually analyzed loans and leases held for investment:For individually analyzed loans and leases, the Corporation uses a variety of techniques to measure fair value, such as using the current appraised value of the collateral, agreements of sale, discounting the contractual cash flows, and analyzing market data that the Corporation may adjust due to specific characteristics of the loan/lease or collateral. At June 30, 2021, individually analyzed loans held for investment had a carrying amount of $33.5 million with a valuation allowance of $356 thousand. At December 31, 2020, individually analyzed loans held for investment had a carrying amount of $31.5 million with a valuation allowance of $585 thousand. The Corporation had no individually analyzed leases at June 30, 2021 or December 31, 2020.

Servicing rights:The Corporation estimates the fair value of servicing rights using discounted cash flow models that calculate the present value of estimated future net servicing income. The model uses readily available prepayment speed assumptions for the interest rates of the portfolios serviced. Servicing rights are classified within Level 3 in the fair value hierarchy based upon management's assessment of the inputs. The Corporation reviews the servicing rights portfolio on a quarterly basis for impairment and the servicing rights are carried at the lower of amortized cost or estimated fair value. At June 30, 2021, servicing rights had a net carrying amount of $7.4 million, which included a valuation allowance of $1 thousand. At December 31, 2020, servicing rights had a net carrying amount of $6.5 million, which included a valuation allowance of $87 thousand.

Goodwill and other identifiable assets:Certain non-financial assets subject to measurement at fair value on a non-recurring basis include goodwill and other identifiable intangible assets. During the six months ended June 30, 2021, there were no required valuation adjustments of goodwill and other identifiable intangible assets.

Other real estate owned:Other real estate owned (OREO) represents properties that the Corporation has acquired through foreclosure by either accepting a deed in lieu of foreclosure, or by taking possession of assets that were used as loan collateral. The Corporation reports OREO at the lower of cost or fair value less cost to sell, adjusted periodically based on a current appraisal or an executed agreement of sale. Capital improvement expenses associated with the construction or repair of the property are capitalized as part of the cost of the OREO asset. Write-downs and any gain or loss upon the sale of OREO is recorded in other noninterest income. OREO is reported in other assets on the condensed consolidated balance sheet. During the six months ended June 30, 2021, three commercial real estate properties were transferred to OREO with a carrying balance of $126 thousand. At June 30, 2021 and December 31, 2020, OREO had a carrying amount of $279 thousand and $7.4 million, respectively. During the quarter, a commercial real estate property with a carrying value of $7.1 million was sold. Other real
43

estate owned is classified within Level 3 of the valuation hierarchy due to the unique characteristics of the collateral for each loan.

Deposit liabilities:The fair values for demand and savings accounts, with no stated maturities, is the amount payable on demand at the reporting date (carrying value) and are classified within Level 1 in the fair value hierarchy. The fair values for time deposits with fixed maturities are estimated by discounting the final maturity using interest rates currently offered for deposits with similar remaining maturities. Time deposits are classified within Level 2 in the fair value hierarchy.

Short-term borrowings:The fair value of short-term borrowings are estimated using current market rates for similar borrowings and are classified within Level 2 in the fair value hierarchy.

Long-term debt:The fair value of long-term debt is estimated by using discounted cash flow analysis, based on current market rates for debt with similar terms and remaining maturities. Long-term debt is classified within Level 2 in the fair value hierarchy.

Subordinated notes: The fair value of the subordinated notes are estimated by discounting the principal balance using the treasury yield curve for the term to the call date as the Corporation has the option to call the subordinated notes. The subordinated notes are classified within Level 2 in the fair value hierarchy.

Note 13. Segment Reporting

At June 30, 2021, the Corporation had three reportable business segments: Banking, Wealth Management and Insurance. The Corporation determines the segments based primarily upon product and service offerings, through the types of income generated and the regulatory environment. This is strategically how the Corporation operates and has positioned itself in the marketplace. Accordingly, significant operating decisions are based upon analysis of each of these segments. The parent holding company and intercompany eliminations are included in the 'Other' segment.
Each segment generates revenue from a variety of products and services it provides. Examples of products and services provided for each reportable segment are indicated as follows:
● The Banking segment provides financial services to individuals, businesses, municipalities and nonprofit organizations. These services include a full range of banking services such as deposit taking, loan origination and servicing, mortgage banking, other general banking services and equipment lease financing.
● The Wealth Management segment offers investment advisory, financial planning, trust and brokerage services. The Wealth Management segment serves a diverse client base of private families and individuals, municipal pension plans, retirement plans, trusts and guardianships.
● The Insurance segment includes a full-service insurance brokerage agency offering commercial property and casualty insurance, employee benefit solutions, personal insurance lines and human resources consulting.
The following table provides total assets by reportable business segment as of the dates indicated.
(Dollars in thousands) At June 30, 2021 At December 31, 2020 At June 30, 2020
Banking $ 6,249,195 $ 6,234,336 $ 6,024,054
Wealth Management 49,822 48,646 46,141
Insurance 37,929 35,906 34,574
Other 19,359 17,608 20,543
Consolidated assets $ 6,356,305 $ 6,336,496 $ 6,125,312
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The following tables provide reportable segment-specific information and reconciliations to consolidated financial information for the three and six months ended June 30, 2021 and 2020.
Three Months Ended
June 30, 2021
(Dollars in thousands) Banking Wealth Management Insurance Other Consolidated
Interest income $ 52,432 $ 1 $ - $ 8 $ 52,441
Interest expense 3,483 - - 2,201 5,684
Net interest income (expense) 48,949 1 - (2,193) 46,757
Reversal of provision for credit losses (59) - - - (59)
Noninterest income 9,433 6,756 3,990 51 20,230
Noninterest expense 33,103 4,386 3,150 647 41,286
Intersegment (revenue) expense* (323) 164 159 - -
Income (expense) before income taxes 25,661 2,207 681 (2,789) 25,760
Income tax expense (benefit) 4,905 459 139 (618) 4,885
Net income (loss) $ 20,756 $ 1,748 $ 542 $ (2,171) $ 20,875
Net capital expenditures $ 1,579 $ 7 $ 4 $ 9 $ 1,599

Three Months Ended
June 30, 2020
(Dollars in thousands) Banking Wealth Management Insurance Other Consolidated
Interest income $ 49,971 $ - $ - $ 9 $ 49,980
Interest expense 5,256 - - 1,206 6,462
Net interest income 44,715 - - (1,197) 43,518
Provision for credit losses 23,737 - - - 23,737
Noninterest income 8,284 5,504 4,209 3 18,000
Noninterest Expense 28,546 3,729 2,925 760 35,960
Intersegment (revenue) expense* (274) 146 128 - -
Income (loss) before income taxes 990 1,629 1,156 (1,954) 1,821
Income tax (benefit) expense (578) 331 242 (259) (264)
Net income (loss) $ 1,568 $ 1,298 $ 914 $ (1,695) $ 2,085
Net capital expenditures $ 1,274 $ 1 $ 6 $ 20 $ 1,301

Six Months Ended
June 30, 2021
(Dollars in thousands) Banking Wealth Management Insurance Other Consolidated
Interest income $ 103,881 $ 1 $ - $ 16 $ 103,898
Interest expense 7,233 - - 4,494 11,727
Net interest income (expense) 96,648 1 - (4,478) 92,171
Reversal of provision for credit losses (11,342) - - - (11,342)
Noninterest income 20,663 13,529 9,095 193 43,480
Noninterest expense 63,599 8,577 6,454 2,196 80,826
Intersegment (revenue) expense* (646) 328 318 - -
Income (expense) before income taxes 65,700 4,625 2,323 (6,481) 66,167
Income tax expense (benefit) 13,176 957 490 (1,934) 12,689
Net income (loss) $ 52,524 $ 3,668 $ 1,833 $ (4,547) $ 53,478
Net capital expenditures $ 2,690 $ 12 $ 13 $ 71 $ 2,786
45

Six Months Ended
June 30, 2020
(Dollars in thousands) Banking Wealth Management Insurance Other Consolidated
Interest income $ 101,975 $ 7 $ - $ 17 $ 101,999
Interest expense 13,532 - - 2,481 16,013
Net interest income 88,443 7 - (2,464) 85,986
Provision for credit losses 45,580 - - - 45,580
Noninterest income 15,836 11,691 9,096 (239) 36,384
Noninterest expense 59,793 7,907 6,121 916 74,737
Intersegment (revenue) expense* (556) 298 258 - -
(Loss) income before income taxes (538) 3,493 2,717 (3,619) 2,053
Income tax (benefit) expense (1,422) 713 577 (738) (870)
Net income (loss) $ 884 $ 2,780 $ 2,140 $ (2,881) $ 2,923
Net capital expenditures $ 1,645 $ 6 $ 9 $ 20 $ 1,680
*Includes an allocation of general and administrative expenses from both the parent holding company and the Bank. These expenses are generally allocated based upon number of employees and square footage utilized.

Note 14. Contingencies

The Corporation is periodically subject to various pending and threatened legal actions, which involve claims for monetary relief. Based upon information presently available to the Corporation, it is the Corporation's opinion that any legal and financial responsibility arising from such claims will not have a material adverse effect on the Corporation's results of operations, financial position or cash flows.

46

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'; 'NM' 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

The information contained in this report may contain forward-looking statements. When used or incorporated by reference in disclosure documents, the words 'believe' 'anticipate,' 'estimate,' 'expect,' 'project,' 'target,' 'goal' and similar expressions are intended to identify 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. These forward-looking statements may include but are not limited to: statements of our goals, intentions and expectations; statements regarding our business plans, prospects, growth and operating strategies; statements regarding the quality of our loan and investment portfolios; and estimates of our risks and future costs and benefits. These forward-looking statements are based on current beliefs and expectations of our management 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 assumptions with respect to future business strategies and decisions that are subject to change. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including but not limited to those set forth below:
•Operating, legal and regulatory risks;
•Economic, political and competitive forces impacting various lines of business;
•Legislative, regulatory and accounting changes;
•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, including the current coronavirus (COVID-19) pandemic, 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;
•Volatility in interest rates;
•Fluctuations in real estate values in our market area;
•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;
•Economic changes impacting the assumptions utilized to calculate the allowance for credit losses;
•Our ability to access cost-effective funding;
•Our ability to continue to implement our business strategies;
•Our ability to manage market risk, credit risk and operational risk;
•Timing of revenue and expenditures;
•Adverse changes in the securities markets;
•Our ability to enter new markets successfully and capitalize on growth opportunities;
•Competition for loans, deposits and employees;
•System failures or cyber-security breaches of our information technology infrastructure and those of our third-party service providers;
•The failure to maintain current technologies and to successfully implement future information technology enhancements;
•Our ability to retain key employees;
•Other risks and uncertainties, including those occurring in the U.S. and world 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.

Given the ongoing and dynamic nature of the COVID-19 pandemic, it is difficult to predict the continuing impact of the COVID-19 outbreak on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated. As a result of the COVID-19 pandemic and the related
47

adverse local and national economic consequences, our forward-looking statements are also subject to the following risks, uncertainties and assumptions:

•Demand for our products and services may decline, making it difficult to grow assets and income;
•If the economy is unable to remain open, and higher levels of unemployment exist for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charge-offs and reduced income;
•Collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;
•Our allowance for credit losses on loans and leases may increase if borrowers experience financial difficulties, which will adversely affect our net income;
•The net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;
•A sustained decline in our stock price or the occurrence of what management would deem to be a triggering event could occur, either of which could result in a goodwill or intangible impairment charge being recorded that would adversely impact our results of operations;
•A material decrease in net income or a net loss over several quarters could result in the elimination of or a decrease in the rate of our quarterly cash dividend;
•Our wealth management revenues may decline with continuing market turmoil;
•Our cyber security risks are increased as a result of an increase in the number of employees working remotely;
•We rely on third-party vendors for certain services and the unavailability of a critical service due to the COVID-19 outbreak could have an adverse effect on us;
•FDIC premiums may increase if the agency experiences additional resolution costs; and
•Litigation, regulatory enforcement and reputation risk as a result of our participation in the PPP and the risk that the Small Business Administration may not fund some or all PPP loan guaranties.

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, 2020 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 at 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.

Critical Accounting Policies

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. For more information on these critical accounting policies, please refer to the Corporation's 2020 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. The consolidated financial statements include the accounts of the Corporation, the Bank and its subsidiaries.

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
48

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 revenue primarily from the margins and fees generated from lending and depository services as well as fee-based income from trust, insurance, mortgage banking 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.

Executive Overview

The Corporation's consolidated net income, earnings per share and return on average assets and average equity were as follows:
Three Months Ended Six Months Ended
June 30, Change June 30, Change
(Dollars in thousands, except per share data) 2021 2020 Amount 2021 2020 Amount
Net income $ 20,875 $ 2,085 $ 18,790 $ 53,478 $ 2,923 $ 50,555
Net income per share:
Basic $ 0.71 $ 0.07 $ 0.64 $ 1.82 $ 0.10 $ 1.72
Diluted 0.71 0.07 0.64 1.81 0.10 1.71
Return on average assets 1.30 % 0.14 % 116 BP 1.68 % 0.10 % 158 BP
Return on average equity 11.49 % 1.27 % 1,022 BP 15.10 % 0.88 % 1,422 BP

The Corporation reported net income of $20.9 million, or $0.71 diluted earnings per share, for the three months ended June 30, 2021, compared to net income of $2.1 million, or $0.07 diluted earnings per share, for the three months ended June 30, 2020. Net income for the six months ended June 30, 2021 was $53.5 million, or $1.81 diluted earnings per share, compared to net income of $2.9 million, or $0.10 diluted earnings per share, for the six months ended June 30, 2020.

During the three months ended June 30, 2021, the Corporation recorded a reversal of provision for credit losses of $59 thousand, of which $2.8 million (after-tax benefit of $2.2 million), or $0.08 diluted earnings per share, was attributable to favorable changes in economic-related assumptions within the Corporation's CECL model partially offset by a reserve increase attributable to loan growth. During the three months ended June 30, 2020, the Corporation recorded a provision for credit losses of $23.7 million, of which $21.5 million related to loans and leases and $2.2 million related to unfunded commitments. Included within the $21.5 million in provision for credit losses was $19.9 million (after-tax charge of $15.7 million), or $0.54 diluted earnings per share, which was attributable to changes in economic-related assumptions within the Corporation's CECL model. During the six months ended June 30, 2021, the Corporation recorded a reversal of provision for credit losses of $11.3 million, of which $15.8 million (after-tax benefit of $12.5 million), or $0.42 diluted earnings per share, was attributable to favorable changes in economic-related assumptions within the Corporation's CECL model partially offset by a reserve increase attributable to loan growth. During the six months ended June 30, 2020, the Corporation recorded CECL related charges of $45.6 million, of which $40.2 million (after-tax charge of $31.8 million), or $1.09 diluted earnings per share, was attributable to economic-related assumptions within the CECL model.

On December 27, 2020, the Consolidated Appropriations Act, 2021, was signed into law, which provided new COVID-19 relief funds, additional funding under the PPP and the establishment of PPP Second Draw Loans. The Small Business Administration (SBA) announced it was taking certain steps under the PPP to further promote equitable relief for smaller businesses. Under the PPP Second Draw Loan program, we originated 1,226 PPP loans and secured funding of approximately $169.5 million for our customers as of June 30, 2021.

As of June 30, 2021, $252.8 million in PPP loan originations remain outstanding. During the second quarter of 2021, we recorded income of $4.8 million within net interest income related to these loans, of which $3.7 million was the result of forgiveness and pay downs of PPP loans totaling $282.3 million. During the six months ended June 30, 2021, we recorded income of $9.3 million within net interest income related to these loans, of which $7.1 million was the result of forgiveness and pay downs of PPP loans totaling $402.0 million. As of June 30, 2021, the Corporation had $6.4 million of net deferred fees on the balance sheet related to PPP loans, which represented approximately 35.2% of the initial deferred fee amount.

49

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 three and six months ended June 30, 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.

Three and six months ended June 30, 2021 versus 2020

Net interest income on a tax-equivalent basis for the three months ended June 30, 2021 was $47.3 million, an increase of $3.1 million, or 7.1%, compared to $44.2 million for the three months ended June 30, 2020. Net interest income on a tax-equivalent basis for the six months ended June 30, 2021 was $93.3 million, an increase of $6.0 million, or 6.8%, compared to the same period in 2020. The increase in tax-equivalent net interest income for the three and six months ended June 30, 2021 compared to the comparable periods in the prior year was primarily due to an increase in PPP loan income of $2.7 million and $7.2 million, respectively, and lower deposit costs offset by a decrease in yield on loans and investment securities.

The net interest margin, on a tax-equivalent basis, was 3.15% and 3.14% for the three and six months ended June 30, 2021, respectively, compared to 3.18% and 3.32% for the three and six months ended June 30, 2020, respectively. Excess liquidity reduced the net interest margin by approximately ten basis points for the three and six months ended June 30, 2021 compared to sixteen and twelve basis points for the three and six months ended June 30, 2020, respectively. This excess liquidity was primarily driven by strong deposit balance growth over the last fifteen months, which was partially attributable to the various stimulus initiatives associated with the COVID-19 pandemic. As PPP loans are forgiven, the associated deferred fees are recognized in earnings, thus attaining yields in excess of 2020 run rates. PPP loans had a favorable impact on net interest margin of eleven basis points for the second quarter of 2021 and an unfavorable impact of nine basis points for the six months ended June 30, 2021, compared to an unfavorable impact of nine and four basis points for the three and six months ended June 30, 2020, respectively. Excluding the impact of excess liquidity and PPP loans, the net interest margin, on a tax-equivalent basis, was 3.14% and 3.17% for the three and six months ended June 30, 2021, respectively, compared to 3.43% and 3.48% for the three and six months ended June 30, 2020, respectively.


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Table 1-Average Balances and Interest Rates-Tax-Equivalent Basis
Three Months Ended June 30,
2021 2020
(Dollars in thousands) Average
Balance 		Income/
Expense 		Average
Rate 		Average
Balance 		Income/
Expense 		Average
Rate
Assets:
Interest-earning deposits with other banks $ 215,349 $ 46 0.09 % $ 313,668 $ 67 0.09 %
U.S. government obligations 6,999 35 2.01 7,236 36 2.00
Obligations of states and political subdivisions 6,070 58 3.83 26,546 240 3.64
Other debt and equity securities 372,625 1,364 1.47 378,175 2,182 2.32
Federal Home Loan Bank, Federal Reserve Bank and other stock 25,872 360 5.58 28,977 362 5.02
Total interest-earning deposits, investments and other interest-earning assets 626,915 1,863 1.19 754,602 2,887 1.54
Commercial, financial and agricultural loans 826,464 6,910 3.35 816,976 7,330 3.61
Paycheck Protection Program loans 408,928 4,778 4.69 370,669 2,128 2.31
Real estate-commercial and construction loans 2,701,137 24,931 3.70 2,232,827 23,110 4.16
Real estate-residential loans 1,065,065 9,836 3.70 1,004,671 10,270 4.11
Loans to individuals 25,284 251 3.98 29,079 327 4.52
Municipal loans and leases 251,311 2,598 4.15 291,433 2,977 4.11
Lease financings 110,921 1,819 6.58 91,203 1,592 7.02
Gross loans and leases 5,389,110 51,123 3.80 4,836,858 47,734 3.97
Total interest-earning assets 6,016,025 52,986 3.53 5,591,460 50,621 3.64
Cash and due from banks 52,948 46,970
Allowance for credit losses, loans and leases (73,052) (69,292)
Premises and equipment, net 55,903 55,750
Operating lease right-of-use assets 33,992 34,419
Other assets 357,813 341,483
Total assets $ 6,443,629 $ 6,000,790
Liabilities:
Interest-bearing checking deposits $ 786,931 $ 487 0.25 $ 617,927 $ 372 0.24
Money market savings 1,219,375 831 0.27 1,063,463 853 0.32
Regular savings 978,807 282 0.12 872,422 475 0.22
Time deposits 485,060 1,559 1.29 577,462 2,672 1.86
Total time and interest-bearing deposits 3,470,173 3,159 0.37 3,131,274 4,372 0.56
Short-term borrowings 19,109 3 0.06 161,365 122 0.30
Long-term debt 95,000 321 1.36 210,040 762 1.46
Subordinated notes 172,016 2,201 5.13 94,890 1,206 5.11
Total borrowings 286,125 2,525 3.54 466,295 2,090 1.80
Total interest-bearing liabilities 3,756,298 5,684 0.61 3,597,569 6,462 0.72
Noninterest-bearing deposits 1,880,916 1,663,395
Operating lease liabilities 37,426 37,680
Accrued expenses and other liabilities 40,239 41,196
Total liabilities 5,714,879 5,339,840
Shareholders' Equity:
Common stock 157,784 157,784
Additional paid-in capital 296,599 295,681
Retained earnings and other equity 274,367 207,485
Total shareholders' equity 728,750 660,950
Total liabilities and shareholders' equity $ 6,443,629 $ 6,000,790
Net interest income $ 47,302 $ 44,159
Net interest spread 2.92 2.92
Effect of net interest-free funding sources 0.23 0.26
Net interest margin 3.15 % 3.18 %
Ratio of average interest-earning assets to average interest-bearing liabilities 160.16 % 155.42 %
Notes: For rate calculation purposes, average loan and lease categories include deferred fees and costs and purchase accounting adjustments. 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 three months ended June 30, 2021 and 2020 have been calculated using the Corporation's federal applicable rate of 21%.
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Six Months Ended June 30,
2021 2020
(Dollars in thousands) Average
Balance 		Income/
Expense 		Average
Rate 		Average
Balance 		Income/
Expense 		Average
Rate
Assets:
Interest-earning deposits with other banks $ 226,387 $ 102 0.09 % $ 215,888 $ 392 0.37 %
U.S. government obligations 6,999 71 2.05 7,267 73 2.02
Obligations of states and political subdivisions 8,792 163 3.74 30,070 529 3.54
Other debt and equity securities 364,272 2,631 1.46 389,591 4,850 2.50
Federal Home Loan Bank, Federal Reserve Bank and other stock 26,119 708 5.47 30,214 889 5.92
Total interest-earning deposits, investments and other interest-earning assets 632,569 3,675 1.17 673,030 6,733 2.01
Commercial, financial and agricultural loans 804,458 13,708 3.44 819,121 15,961 3.92
Paycheck Protection Program loans 457,663 9,302 4.10 185,334 2,128 2.31
Real estate-commercial and construction loans 2,661,778 49,389 3.74 2,186,098 47,027 4.33
Real estate-residential loans 1,051,110 19,709 3.78 998,111 21,322 4.30
Loans to individuals 25,862 516 4.02 29,548 734 5.00
Municipal loans and leases 248,490 5,128 4.16 304,219 6,242 4.13
Lease financings 108,317 3,556 6.62 90,289 3,146 7.01
Gross loans and leases 5,357,678 101,308 3.81 4,612,720 96,560 4.21
Total interest-earning assets 5,990,247 104,983 3.53 5,285,750 103,293 3.93
Cash and due from banks 54,123 48,931
Allowance for credit losses, loans and leases (78,125) (56,832)
Premises and equipment, net 55,865 56,074
Operating lease right-of-use assets 34,013 34,482
Other assets 357,589 336,122
Total assets $ 6,413,712 $ 5,704,527
Liabilities:
Interest-bearing checking deposits $ 802,350 $ 977 0.25 $ 601,159 $ 1,168 0.39
Money market savings 1,231,457 1,684 0.28 1,060,399 3,756 0.71
Regular savings 969,073 580 0.12 844,591 1,267 0.30
Time deposits 505,318 3,318 1.32 590,183 5,587 1.90
Total time and interest-bearing deposits 3,508,198 6,559 0.38 3,096,332 11,778 0.76
Short-term borrowings 18,506 5 0.05 100,745 228 0.46
Long-term debt 98,149 669 1.37 189,623 1,526 1.62
Subordinated notes 177,647 4,494 5.10 94,868 2,481 5.26
Total borrowings 294,302 5,168 3.54 385,236 4,235 2.21
Total interest-bearing liabilities 3,802,500 11,727 0.62 3,481,568 16,013 0.92
Noninterest-bearing deposits 1,815,572 1,475,994
Operating lease liabilities 37,419 37,724
Accrued expenses and other liabilities 43,897 42,036
Total liabilities 5,699,388 5,037,322
Shareholders' Equity:
Common stock 157,784 157,784
Additional paid-in capital 296,369 295,500
Retained earnings and other equity 260,171 213,921
Total shareholders' equity 714,324 667,205
Total liabilities and shareholders' equity $ 6,413,712 $ 5,704,527
Net interest income $ 93,256 $ 87,280
Net interest spread 2.91 3.01
Effect of net interest-free funding sources 0.23 0.31
Net interest margin 3.14 % 3.32 %
Ratio of average interest-earning assets to average interest-bearing liabilities 157.53 % 151.82 %
Notes: For rate calculation purposes, average loan and lease categories include deferred fees and costs and purchase accounting adjustments. 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 six months ended June 30, 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 periods indicated by their rate and volume components. The change in interest income/expense due to both volume and rate has been allocated proportionately.
Three Months Ended Six Months Ended
June 30, 2021 Versus 2020 June 30, 2021 Versus 2020
(Dollars in thousands) Volume
Change 		Rate
Change 		Total Volume
Change 		Rate
Change 		Total
Interest income:
Interest-earning deposits with other banks $ (21) $ - $ (21) $ 19 $ (309) $ (290)
U.S. government obligations (1) - (1) (3) 1 (2)
Obligations of states and political subdivisions (194) 12 (182) (394) 28 (366)
Other debt and equity securities (31) (787) (818) (299) (1,920) (2,219)
Federal Home Loan Bank, Federal Reserve Bank and other stock (40) 38 (2) (116) (65) (181)
Interest on deposits, investments and other earning assets (287) (737) (1,024) (793) (2,265) (3,058)
Commercial, financial and agricultural loans 88 (508) (420) (287) (1,966) (2,253)
Paycheck Protection Program loans 242 2,408 2,650 4,692 2,482 7,174
Real estate-commercial and construction loans 4,541 (2,720) 1,821 9,331 (6,969) 2,362
Real estate-residential loans 608 (1,042) (434) 1,081 (2,694) (1,613)
Loans to individuals (40) (36) (76) (84) (134) (218)
Municipal loans and leases (408) 29 (379) (1,158) 44 (1,114)
Lease financings 331 (104) 227 594 (184) 410
Interest and fees on loans and leases 5,362 (1,973) 3,389 14,169 (9,421) 4,748
Total interest income 5,075 (2,710) 2,365 13,376 (11,686) 1,690
Interest expense:
Interest-bearing checking deposits 100 15 115 311 (502) (191)
Money market savings 117 (139) (22) 517 (2,589) (2,072)
Regular savings 51 (244) (193) 162 (849) (687)
Time deposits (382) (731) (1,113) (725) (1,544) (2,269)
Total time and interest-bearing deposits (114) (1,099) (1,213) 265 (5,484) (5,219)
Short-term borrowings (62) (57) (119) (107) (116) (223)
Long-term debt (392) (49) (441) (649) (208) (857)
Subordinated notes 990 5 995 2,090 (77) 2,013
Interest on borrowings 536 (101) 435 1,334 (401) 933
Total interest expense 422 (1,200) (778) 1,599 (5,885) (4,286)
Net interest income $ 4,653 $ (1,510) $ 3,143 $ 11,777 $ (5,801) $ 5,976

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Provision for Credit Losses

The reversal of the provision for credit losses for the three months ended June 30, 2021 was $59 thousand, of which $2.8 million (after-tax benefit of $2.2 million) was attributable to favorable changes in economic-related assumptions within the Corporation's CECL model, partially offset by a reserve increase attributable to loan growth. The provision for credit losses for the three months ended June 30, 2020 was $23.7 million, of which $21.5 million related to loans and leases and $2.2 million related to unfunded commitments. Included within the $21.5 million in provision for credit losses was $19.9 million (after-tax charge of $15.7 million) which was attributable to changes in economic-related assumptions within the Corporation's CECL model.

The reversal of the provision for credit losses for the six months ended June 30, 2021 was $11.3 million, of which $15.8 million (after-tax benefit of $12.5 million) was attributable to favorable changes in economic-related assumptions within the Corporation's CECL model, partially offset by a reserve increase attributable to loan growth. The provision for credit losses for the six months June 30, 2020 was $45.6 million, of which $40.2 million (after-tax charge of $31.8 million) was attributable to economic-related assumptions within the Corporation's CECL model.

Noninterest Income

The following table presents noninterest income for the three and six months ended June 30, 2021 and 2020:
Three Months Ended Six Months Ended
June 30, Change June 30, Change
(Dollars in thousands) 2021 2020 Amount Percent 2021 2020 Amount Percent
Trust fee income $ 2,157 $ 1,924 $ 233 12.1 % $ 4,191 $ 3,814 $ 377 9.9 %
Service charges on deposit accounts 1,314 890 424 47.6 2,596 2,287 309 13.5
Investment advisory commission and fee income 4,558 3,540 1,018 28.8 9,255 7,795 1,460 18.7
Insurance commission and fee income 3,839 4,067 (228) (5.6) 8,794 8,799 (5) (0.1)
Other service fee income 2,748 1,488 1,260 84.7 4,940 3,358 1,582 47.1
Bank owned life insurance income 1,620 732 888 121.3 2,337 1,466 871 59.4
Net gain on sales of investment securities 54 65 (11) (16.9) 119 760 (641) (84.3)
Net gain on mortgage banking activities 3,461 3,515 (54) (1.5) 9,399 6,259 3,140 50.2
Other income 479 1,779 (1,300) (73.1) 1,849 1,846 3 0.2
Total noninterest income $ 20,230 $ 18,000 $ 2,230 12.4 % $ 43,480 $ 36,384 $ 7,096 19.5 %
Three and six months ended June 30, 2021 versus 2020

Noninterest income for the three months ended June 30, 2021 was $20.2 million, an increase of $2.2 million, or 12.4%, from the three months ended June 30, 2020. Noninterest income for the six months ended June 30, 2021 was $43.5 million, an increase of $7.1 million, or 19.5%, from the six months ended June 30, 2020.

The net gain on mortgage banking activities decreased $54 thousand, or 1.5%, for the three months ended June 30, 2021 and increased $3.1 million, or 50.2%, for the six months ended June 30, 2021 from the comparable periods in the prior year. The increase for the six months ended June 30, 2021 was due to an increase in volume and an expansion of margins. Investment advisory commission and fee income increased $1.0 million, or 28.8%, for the three months ended June 30, 2021 and $1.5 million, or 18.7%, for the six months ended June 30, 2021 from the comparable periods in the prior year, due to increased assets under management driven by favorable market conditions and new customer relationships. BOLI income increased $888 thousand, or 121.3%, for the three months end June 30, 2021 and $871 thousand, or 59.4%, for the six months ended June 30, 2021, primarily due to tax-free proceeds from BOLI death benefit claims of $893 thousand.

Other service fee income increased $1.3 million, or 84.7%, for the three months ended June 30, 2021 and $1.6 million, or 47.1%, for the six months ended June 30, 2021 compared to the comparable periods in the prior year. Mortgage servicing fees increased $599 thousand for the three months ended June 30, 2021 and $692 thousand for the six months ended June 30, 2021 driven by an increase in retained servicing associated with elevated mortgage volume over the past fifteen months. Interchange fee income increased $494 thousand for the three months ended June 30, 2021 and $672 thousand for the six months ended
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June 30, 2021 due to increased customer activity as the markets we operate in continue to re-open. Other income decreased $1.3 million for the three months ended June 30, 2021 due to a decrease of $1.4 million in fees on risk participation agreements for interest rate swaps driven by a decrease in customer demand.

Noninterest Expense

The following table presents noninterest expense for the three and six months ended June 30, 2021 and 2020:
Three Months Ended Six Months Ended
June 30, Change June 30, Change
(Dollars in thousands) 2021 2020 Amount Percent 2021 2020 Amount Percent
Salaries, benefits and commissions $ 25,396 $ 21,700 $ 3,696 17.0 % $ 50,176 $ 45,536 $ 4,640 10.2 %
Net occupancy 2,656 2,478 178 7.2 5,395 5,052 343 6.8
Equipment 968 923 45 4.9 1,914 1,918 (4) (0.2)
Data processing 3,064 2,750 314 11.4 6,114 5,510 604 11.0
Professional fees 2,015 1,264 751 59.4 3,763 2,581 1,182 45.8
Marketing and advertising 561 535 26 4.9 841 937 (96) (10.2)
Deposit insurance premiums 613 615 (2) (0.3) 1,249 1,119 130 11.6
Intangible expenses 249 321 (72) (22.4) 498 651 (153) (23.5)
Other expense 5,764 5,374 390 7.3 10,876 11,433 (557) (4.9)
Total noninterest expense $ 41,286 $ 35,960 $ 5,326 14.8 % $ 80,826 $ 74,737 $ 6,089 8.1 %
Three and six months ended June 30, 2021 versus 2020

Noninterest expense for the three months ended June 30, 2021 was $41.3 million, an increase of $5.3 million, or 14.8%, from the three months ended June 30, 2020. Noninterest expense for the six months ended June 30, 2021 was $80.8 million, an increase of $6.1 million, or 8.1%, from the six months ended June 30, 2020.

Salaries, benefits and commissions increased $3.7 million, or 17.0%, for the three months ended June 30, 2021 and $4.6 million, or 10.2%, for the six months ended June 30, 2021 from the comparable periods in the prior year. These increases reflect our continued investment in staff to support revenue generation across all business lines and annual merit increases. Variable compensation expenses increased $1.0 million and $1.7 million for the three and six months ended June 30, 2021, respectively, from the comparable periods in the prior year, due to increased profitability, specifically in our mortgage banking and wealth management lines of business. Additionally, capitalized compensation related to PPP origination activity was $1.2 million and $664 thousand lower in the three and six months ended June 30, 2021, respectively, from the comparable periods in the prior year.

Data processing expenses increased $314 thousand, or 11.4%, for the three months ended June 30, 2021 and $604 thousand, or 11.0%, for the six months ended June 30, 2021, 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. Professional fees increased $751 thousand, or 59.4%, for the three months ended June 30, 2021 and $1.2 million, or 45.8%, for the six months ended June 30, 2021, primarily attributable to increased consultant fees in support of our Diversity, Equity and Inclusion, training initiatives and treasury management product enhancements.

Other expense increased $390 thousand, or 7.3%, for the three months ended June 30, 2021, primarily attributable to an increase in interchange fee expense and travel and entertainment expenses, which are beginning to normalize as the markets we operate in continue to re-open. Other expense decreased $557 thousand, or 4.9%, for the six months ended June 30, 2021 primarily due to a $656 thousand charge related to the extinguishment of long-term debt that occurred in the first quarter of 2020.

Tax Provision

The Corporation recognized a tax expense of $4.9 million for the three months ended June 30, 2021 compared to a tax benefit of $264 thousand for the three months ended June 30, 2020, resulting in an effective rate of 19.0% and (14.5)%, respectively. The Corporation recognized a tax expense of $12.7 million for the six months ended June 30, 2021 compared to a
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tax benefit of $870 thousand for the six months ended June 30, 2020, resulting in an effective rate of 19.2% and (42.4)%, respectively. The effective tax rates for the three and six months ended June 30, 2021 and 2020 reflects the level of pre-tax income and the benefits of tax-exempt income from investments in municipal securities and loans and leases. The calculation of the effective tax rate for income taxes for the quarter ended June 30, 2020 was based on the actual effective tax rate for the year-to-date period, given the uncertainty of the impact of COVID-19 at the time, and its potential impact on the Corporation's estimate of the annual effective tax rate.

Financial Condition

Assets

The following table presents assets at the dates indicated:
At June 30, 2021 At December 31, 2020 Change
(Dollars in thousands) Amount Percent
Cash and interest-earning deposits $ 203,449 $ 219,858 $ (16,409) (7.5 %)
Investment securities, net of allowance for credit losses 397,426 373,176 24,250 6.5
Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost 25,228 28,183 (2,955) (10.5)
Loans held for sale 27,322 37,039 (9,717) (26.2)
Loans and leases held for investment 5,327,313 5,306,841 20,472 0.4
Allowance for credit losses, loans and leases (71,355) (83,044) 11,689 14.1
Premises and equipment, net 56,067 55,636 431 0.8
Operating lease right-of-use assets 33,688 34,325 (637) (1.9)
Goodwill and other intangibles, net 181,955 181,425 530 0.3
Bank owned life insurance 117,765 117,718 47 -
Accrued interest receivable and other assets 57,447 65,339 (7,892) (12.1)
Total assets $ 6,356,305 $ 6,336,496 $ 19,809 0.3 %
Cash and Interest-Earning Deposits

Cash and interest-earning deposits decreased $16.4 million, or 7.5%, from December 31, 2020, primarily due to decreased interest earning deposits at the Federal Reserve Bank of $9.9 million as the Corporation used excess liquidity to fund net asset growth.

Investment Securities

Total investments securities at June 30, 2021 increased $24.3 million, or 6.5%, from December 31, 2020. Purchases of $98.1 million, increases in the fair value of available-for-sale investment securities of $2.5 million and a reversal of provision for credit losses of $384 thousand were partially offset by maturities and pay-downs of $57.8 million, sales of $7.4 million, calls of $10.2 million and net amortization of purchased premiums and discounts of $1.6 million.

Loans and Leases

Gross loans and leases held for investment increased $20.5 million, or 0.4%, from December 31, 2020. The growth in gross loans and leases held for investment was due to increases in commercial, commercial real estate and residential real estate loans of $246.5 million, offset by PPP loan decreases of $230.9 million.

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
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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.

Nonperforming assets were $38.5 million at June 30, 2021 and $40.5 million at December 31, 2020. At June 30, 2021 nonaccrual loans and leases and accruing troubled debt restructured loans were $37.5 million and had a related allowance for credit losses on loans and leases of $356 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 judgements 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.

Net loan and lease charge-offs for the three months ended June 30, 2021 were $243 thousand compared to $3.6 million for the same period in the prior year. Net loan and lease charge-offs for the six months ended June 30, 2021 were $531 thousand compared to $4.1 million for the same period in the prior year.

Other real estate owned was $279 thousand and $7.4 million at June 30, 2021 and December 31, 2020, respectively. The decrease of $7.1 million was related to the sale of a commercial real estate property which was transferred to other real estate owned in the second quarter of 2020.

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Table 3-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.
(Dollars in thousands) At June 30, 2021 At December 31, 2020
Nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications*:
Loans held for sale $ 3,962 $ -
Loans held for investment:
Commercial, financial and agricultural 1,246 2,827
Real estate-commercial 26,264 22,739
Real estate-residential 5,988 5,919
Lease financings 6 207
Total nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications* 37,466 31,692
Accruing troubled debt restructured loans and lease modifications not included in the above 52 53
Accruing loans and leases 90 days or more past due:
Commercial, financial and agricultural 476 50
Real estate-commercial 137 945
Real estate-residential 31 -
Loans to individuals 19 185
Lease financings 87 212
Total accruing loans and leases, 90 days or more past due 750 1,392
Total nonperforming loans and leases 38,268 33,137
Other real estate owned 279 7,355
Total nonperforming assets $ 38,547 $ 40,492
Nonaccrual loans and leases (including nonaccrual troubled debt restructured loans and lease modifications) / loans and leases held for investment and nonaccrual loans held for sale 0.70 % 0.60 %
Nonperforming loans and leases / loans and leases held for investment and nonaccrual loans held for sale 0.72 % 0.62 %
Nonperforming assets / total assets 0.61 % 0.64 %
Allowance for credit losses, loans and leases $ 71,355 $ 83,044
Allowance for credit losses, loans and leases / loans and leases held for investment 1.34 % 1.56 %
Allowance for credit losses, loans and leases / nonaccrual loans and leases held for investment 212.97 % 262.03 %
Allowance for credit losses, loans and leases / nonperforming loans and leases held for investment 208.00 % 250.61 %
* Nonaccrual troubled debt restructured loans and lease modifications included in nonaccrual loans and leases in the above table $ 2,268 $ 14,069

The following table provides additional information on the Corporation's nonaccrual loans held for investment:
(Dollars in thousands) At June 30, 2021 At December 31, 2020
Total nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications $ 33,504 $ 31,692
Nonaccrual loans and leases with partial charge-offs 2,994 4,227
Life-to-date partial charge-offs on nonaccrual loans and leases 2,099 2,377
Specific reserves on individually analyzed loans 356 585
The Corporation modified certain loans and leases via principal and/or interest deferrals in accordance withSection 4013 of theCARES Act, theConsolidated Appropriations Act, 2021and the Interagency Statement on Loan Modifications and
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Reporting for Financial Institutions Working with Customers Affected by the Coronavirusand have not categorized these modifications as troubled debt restructurings. As of June 30, 2021, there were approximately 34 loan and lease modifications outstanding with principal balances totaling $54.2 million. As of December 31, 2020, there were approximately 72 loan modifications outstanding with principal balances totaling $68.0 million.

Table 4-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 June 30, 2021:
(Dollars in thousands) As of June 30, 2021
Industry Description Total Outstanding Balance (excl PPP) % of Commercial Loan Portfolio $ Balance of Modified Loans (1) Modified Loans as a % of Portfolio (excl PPP) (1)
CRE - Retail $ 365,096 8.7 % $ - - %
Animal Production 281,368 6.7 - -
CRE - 1-4 Family Residential Investment 250,694 6.0 605 0.2
CRE - Office 249,692 5.9 - -
CRE - Industrial / Warehouse 217,874 5.2 - -
CRE - Multi-family 206,766 4.9 - -
Hotels & Motels (Accommodation) 170,730 4.1 26,036 15.2
Nursing and Residential Care Facilities 158,292 3.8 - -
Education 152,983 3.6 - -
CRE - Mixed-Use - Residential 122,489 2.9 3,268 2.7
Specialty Trade Contractors 121,303 2.9 36 -
Real Estate Lenders, Secondary Market Financing 103,796 2.5 - -
CRE - Medical Office 96,075 2.3 - -
Homebuilding (tract developers, remodelers) 89,915 2.1 - -
Private Equity & Special Purpose Entities 87,111 2.1 - -
Merchant Wholesalers, Durable Goods 78,944 1.9 - -
Crop Production 72,558 1.7 - -
Motor Vehicle and Parts Dealers 67,371 1.6 - -
Rental and Leasing Services 63,142 1.5 - -
Wood Product Manufacturing 63,095 1.5 - -
Fabricated Metal Product Manufacturing 59,398 1.4 - -
Merchant Wholesalers, Nondurable Goods 53,783 1.3 - -
Food Services and Drinking Places 51,356 1.2 3,233 6.3
Administrative and Support Services 50,296 1.1 101 0.2
Industries with >$50 million in outstandings $ 3,234,127 76.9 % $ 33,279 1.0 %
Industries with <$50 million in outstandings $ 969,606 23.1 % $ 18,272 1.9 %
Total Commercial Loans $ 4,203,733 100.0 % $ 51,551 1.2 %
Consumer Loans and Lease Financings Total Outstanding Balance $ Balance of Modified Loans (1) Modified Loans as a % of Portfolio (excl PPP) (1)
Real Estate-Residential Secured for Personal Purpose $ 513,330 $ 2,429 0.5 %
Real Estate-Home Equity Secured for Personal Purpose 160,018 - -
Loans to Individuals 25,845 - -
Lease Financings 171,538 215 0.1
Total Consumer Loans and Lease Financings $ 870,731 $ 2,644 0.3 %
Total $ 5,074,464 $ 54,195 1.1 %
(1) Loan modifications referenced above were made in accordance with Section 4013 of the CARES Act, the Consolidated Appropriations Act, 2021and theInteragency 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 June 30, 2021.










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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 Corporation has core deposit and customer-related intangibles and servicing rights, which are not deemed to have an indefinite life and therefore will continue to be amortized over their useful life using the present value of projected cash flows. The amortization of intangible assets was $969 thousand and $1.2 million for the three months ended June 30, 2021 and 2020, respectively. The amortization of intangible assets was $2.0 million and $2.2 million for the six months ended June 30, 2021 and 2020, respectively. See Note 5 to the Condensed Unaudited Consolidated Financial Statements, 'Goodwill and Other Intangible Assets,' for a summary of intangible assets at June 30, 2021 and December 31, 2020.

The Corporation also has goodwill with a net carrying value of $172.6 million at June 30, 2021 and December 31, 2020, which is deemed to be an indefinite intangible asset and is not amortized. The Corporation completes a goodwill impairment analysis on an annual basis, or more often if events and circumstances indicate that there may be impairment. The Corporation also completes an impairment test for other identifiable intangible assets on an annual basis or more often if events and circumstances indicate there may be impairment. There was no impairment of goodwill or identifiable intangibles during the six months ended June 30, 2021 and 2020. 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:
(Dollars in thousands) At June 30, 2021 At December 31, 2020 Change
Amount Percent
Deposits $ 5,318,704 $ 5,242,715 $ 75,989 1.4 %
Short-term borrowings 25,251 17,906 7,345 41.0
Long-term debt 95,000 110,000 (15,000) (13.6)
Subordinated notes 98,719 183,515 (84,796) (46.2)
Operating lease liabilities 37,131 37,690 (559) (1.5)
Accrued interest payable and other liabilities 41,502 52,198 (10,696) (20.5)
Total liabilities $ 5,616,307 $ 5,644,024 $ (27,717) (0.5 %)

Deposits

Total deposits increased $76.0 million, or 1.4%, from December 31, 2020, primarily due to increases in commercial and consumer deposits offset by a decrease in brokered deposits and a seasonal decrease in public funds deposits.

Borrowings

Total borrowings decreased $92.5 million, or 29.7%, from December 31, 2020. Long-term debt decreased $15.0 million primarily due to maturities of FHLB advances and subordinated notes decreased $84.8 million primarily due to a $85.0 million redemption of the previously issued 2016 and 2015 subordinated notes during the year. These decreases were partially offset by an $7.3 million increase in short-term customer repurchase agreements.

Other Liabilities

The Corporation maintains a reserve in other liabilities for off-balance sheet credit exposures that currently are unfunded in categories with historical loss experience. The reserve for these off-balance sheet credits was $2.3 million and $2.4 million at June 30, 2021 and December 31, 2020, respectively.
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Shareholders' Equity

The following table presents total shareholders' equity at the dates indicated:
(Dollars in thousands) At June 30, 2021 At December 31, 2020 Change
Amount Percent
Common stock $ 157,784 $ 157,784 $ - - %
Additional paid-in capital 297,208 296,186 1,022 0.3
Retained earnings 348,579 306,899 41,680 13.6
Accumulated other comprehensive loss (19,545) (22,144) 2,599 (11.7)
Treasury stock (44,028) (46,253) 2,225 (4.8)
Total shareholders' equity $ 739,998 $ 692,472 $ 47,526 6.9 %

Total shareholders' equity increased $47.5 million, or 6.9%, from December 31, 2020. Retained earnings at June 30, 2021 increased by $41.7 million primarily due to net income of $53.5 million offset by $11.7 million of cash dividends paid for the six months ended June 30, 2021. Accumulated other comprehensive loss decreased by $2.6 million, primarily attributable to increases in the fair value of available-for-sale investment securities of $2.0 million, net of tax. Treasury stock decreased $2.2 million from December 31, 2020 primarily due to stock issued under 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 13, 'Segment Reporting' included in the Notes to the Condensed Unaudited Consolidated Financial Statements under Item 1 of this Quarterly Report on Form 10-Q.

The Banking segment reported pre-tax income of $25.7 million and $990 thousand for the three months ended June 30, 2021 and 2020, respectively, and pre-tax income of $65.7 million and a pre-tax loss of $538 thousand for the six months ended June 30, 2021 and 2020, respectively. See the section of this MD&A under the headings 'Net Interest Income' and 'Provision for Credit Losses' for a discussion of key items impacting the Banking Segment.

The Wealth Management segment reported pre-tax income of $2.2 million and $1.6 million for the three months ended June 30, 2021 and 2020, respectively and $4.6 million and $3.5 million for the six months ended June 30, 2021 and 2020, respectively. Noninterest income was $6.8 million and $5.5 million for the three months ended June 30, 2021 and 2020, respectively, and $13.5 and $11.7 million for the six months ended June 30, 2021 and 2020, respectively. The increase in pre-tax income and noninterest income for the three and six months ended June 30, 2021 compared to the three and six months ended June 30, 2020 was primarily due to increased assets under management and supervision driven by favorable market conditions and new customer relationships. Assets under management and supervision were $4.5 billion as of June 30, 2021, $4.2 billion as of March 31, 2021, $4.1 billion as of December 31, 2020, $3.6 billion as of June 30, 2020 and $3.3 billion as of March 31, 2020. The increase in assets under management and supervision of $406.2 million for the period from December 31, 2020 to June 30, 2021 and $899.5 million for the period from June 30, 2020 to June 30, 2021 was primarily due to the general improvement in the equity markets and new customer relationships.

The Insurance segment reported pre-tax income of $681 thousand and $1.2 million for the three months ended June 30, 2021 and 2020, respectively, and $2.3 million and $2.7 million for the six months ended June 30, 2021 and 2020, respectively. Noninterest income was $4.0 million and $4.2 million for the three months ended June 30, 2021 and 2020, respectively, and $9.1 million for the six months ended June 30, 2021 and 2020. The decrease in pre-tax income for the three and six months ended June 30, 2021 was primarily due to increases in salary expense. The decrease in noninterest income for the three months ended June 30, 2021 was primarily due to a decrease in contingent commission income, which was $16 thousand and $175 thousand for the three months ended June 30, 2021 and 2020, respectively.

Capital Adequacy

Quantitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum capital amounts and ratios as set forth in the following table. To comply with the regulatory definition of well capitalized, a depository institution must maintain minimum capital amounts and ratios as set forth in the following table.

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Under current rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity Tier 1 capital above its minimum risk-based capital requirements in an amount greater than 2.50% of total risk-weighted assets. The Corporation's and Bank's intent is to maintain capital levels in excess of the capital conservation buffer, which requires Tier 1 Capital to Risk Weighted Assets to exceed 8.50% and Total Capital to Risk Weighted Assets to exceed 10.50%. The Corporation and the Bank were in compliance with these requirements at June 30, 2021.
Table 5-Regulatory Capital

The Corporation's and Bank's actual and required capital ratios as of June 30, 2021 and December 31, 2020 under regulatory capital rules were as follows.
Actual For Capital Adequacy
Purposes 		To Be Well-Capitalized
Under Prompt
Corrective Action
Provisions
(Dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
At June 30, 2021
Total Capital (to Risk-Weighted Assets):
Corporation $ 759,245 13.82 % $ 439,659 8.00 % $ 549,574 10.00 %
Bank 642,897 11.74 438,125 8.00 547,656 10.00
Tier 1 Capital (to Risk-Weighted Assets):
Corporation 606,573 11.04 329,744 6.00 439,659 8.00
Bank 588,944 10.75 328,594 6.00 438,125 8.00
Tier 1 Common Capital (to Risk-Weighted Assets):
Corporation 606,573 11.04 247,308 4.50 357,223 6.50
Bank 588,944 10.75 246,445 4.50 355,977 6.50
Tier 1 Capital (to Average Assets):
Corporation 606,573 9.64 251,624 4.00 314,530 5.00
Bank 588,944 9.39 250,876 4.00 313,595 5.00
At December 31, 2020
Total Capital (to Risk-Weighted Assets):
Corporation $ 801,368 15.31 % $ 418,811 8.00 % $ 523,513 10.00 %
Bank 632,183 12.12 417,416 8.00 521,769 10.00
Tier 1 Capital (to Risk-Weighted Assets):
Corporation 563,491 10.76 314,108 6.00 418,811 8.00
Bank 569,821 10.92 313,062 6.00 417,416 8.00
Tier 1 Common Capital (to Risk-Weighted Assets):
Corporation 563,491 10.76 235,581 4.50 340,284 6.50
Bank 569,821 10.92 234,796 4.50 339,150 6.50
Tier 1 Capital (to Average Assets):
Corporation 563,491 9.08 248,224 4.00 310,280 5.00
Bank 569,821 9.21 247,494 4.00 309,368 5.00
At June 30, 2021 and December 31, 2020, management believes that the Corporation and the Bank continued to meet all capital adequacy requirements to which they are subject. At June 30, 2021, the Bank was categorized as 'well capitalized' under the regulatory framework for prompt corrective action. There are no conditions or events since that management believes have changed the Bank's category.

In December 2018, the Federal Reserve announced that a banking organization that experiences a reduction in retained earnings due to the CECL adoption as of the beginning of the fiscal year in which CECL was adopted may elect to phase in the regulatory capital impact of adopting CECL. Transitional amounts are calculated for the following items: retained earnings, temporary difference deferred tax assets and credit loss allowances eligible for inclusion in regulatory capital. When calculating regulatory capital ratios, 25% of the transitional amounts are phased in during the first year. An additional 25% of the
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transitional amounts are phased in over each of the next two years and at the beginning of the fourth year, the day-one effects of CECL are completely reflected in regulatory capital.
Additionally, in March 2020, the Office of the Comptroller of the Currency, the U.S. Department of the Treasury, the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation announced the 2020 CECL interim final rule (IFR) designed to allow eligible firms to better focus on supporting lending to creditworthy households and businesses in light of recent strains on the U.S. economy as a result of the coronavirus (COVID-19). The 2020 CECL IFR allows corporations that adopted CECL before December 31, 2020 to defer 100 percent of the day one transitional amounts described above through December 31, 2021 for regulatory capital purposes. Additionally, the 2020 CECL IFR allows electing firms to defer through December 31, 2021 the approximate portion of the post day-one allowance attributable to CECL relative to the incurred loss methodology. This is calculated by applying a 25% scaling factor to the CECL provision.
The Corporation adopted the transition guidance and the 2020 CECL IFR relief and applied these effects to regulatory capital.

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 that banks hold tend to decrease in value; conversely, as interest rates decline, fixed-rate assets that banks hold tend to increase in value.

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 and 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 continuing to provide convenient depository and cash management services through its financial center network,
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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 to the Condensed Consolidated Financial Statements, 'Summary of Significant Accounting Policies.'

Recent Regulatory and Legislative Developments

Coronavirus Response and Relief Supplemental Appropriations Act, 2021

On December 27, 2020, the Coronavirus Response and Relief Supplemental Appropriations Act, 2021 ('CRRSA Act') was signed into law, which contains provisions that could directly impact financial institutions including: (1) extending until January 1, 2022 when insured depository institutions and depository institution holding companies have to comply with the current expected credit losses (CECL) accounting standard; and (2) extending until January 1, 2022 the authority granted to banks under the CARES Act to elect to temporarily suspend the requirements under U.S. GAAP applicable to troubled debt restructurings for loan modifications related to the COVID-19 pandemic for any loan that was not more than 30 days past due as of December 31, 2019. The CRRSA Act directs financial regulators to support community development financial institutions and minority depository institutions and directs Congress to re-appropriate $429 billion in unobligated CARES Act funds. The PPP, which was originally established under the CARES Act, was also extended under the CRRSA Act.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

No material changes in the Corporation's market risk occurred during the current period. A detailed discussion of market risk is provided in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2020.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management is responsible for the disclosure controls and procedures of the Corporation. Disclosure controls and procedures are controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods required by the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be so disclosed by an issuer is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Corporation's management, including the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer), of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures. Based on that evaluation, the Corporation's Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of June 30, 2021.

Changes in Internal Control over Financial Reporting

There were no changes in the Corporation's internal control over financial reporting (as defined in Rule 13a-15(f)) during the quarter ended June 30, 2021 that materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.

PART II. OTHER INFORMATION
Item 1. Legal Proceedings

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The Corporation is periodically subject to various pending and threatened legal actions, which involve claims for monetary relief. Based upon information presently available to the Corporation, it is the Corporation's opinion that any legal and financial responsibility arising from such claims will not have a material adverse effect on the Corporation's results of operations, financial position or cash flows.

Item 1A. Risk Factors

There have been no material changes in risk factors applicable to the Corporation from those disclosed in 'Risk Factors' in Item 1A of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information on repurchases by the Corporation of its common stock under the Corporation's Board approved program.
ISSUER PURCHASES OF EQUITY SECURITIES
Period Total Number
of Shares
Purchased 		Average
Price Paid
per Share 		Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs 		Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs
April 1 - 30, 2021 - $ - - 679,174
May 1 - 31, 2021 - - - 679,174
June 1 - 30, 2021 - - - 679,174
Total - $ - -

1.On May 27, 2015, the Corporation's Board of Directors approved the repurchase of 1,000,000 shares, or approximately 5% of the Corporation's common stock outstanding as of May 27, 2015. The stock repurchase plan does not include normal treasury activity such as purchases to fund the dividend reinvestment, employee stock purchase and equity compensation plans. The program has no scheduled expiration date and the Board of Directors has the right to suspend or discontinue the program at any time.

In addition to the repurchases disclosed above, participants in the Corporation's stock-based incentive plans may have shares withheld to cover income taxes upon the vesting of restricted stock awards and may use a stock swap to exercise stock options. Shares withheld to cover income taxes upon the vesting of restricted stock awards and stock swaps to exercise stock options are repurchased pursuant to the terms of the applicable plan and not under the Corporation's share repurchase program. Shares repurchased pursuant to these plans during the three months ended June 30, 2021 were as follows:

Period Total Number of Shares Purchased Average Price Paid per Share
April 1 - 30, 2021 - $ -
May 1 - 31, 2021 - -
June 1 - 30, 2021 - -
Total - $ -

Item 3. Defaults Upon Senior Securities
None.

Item 4. Mine Safety Disclosures
Not Applicable.

Item 5. Other Information
None.
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Item 6. Exhibits
a. Exhibits
Exhibit 3.1
Exhibit 3.2
Exhibit 31.1
Certification of Jeffrey M. Schweitzer, President and Chief Executive Officer of the Corporation, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2
Certification of Brian J. Richardson, Executive Vice President and Chief Financial Officer of the Corporation, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1
Certification of Jeffrey M. Schweitzer, President and Chief Executive Officer of the Corporation, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2
Certification of Brian J. Richardson, Executive Vice President and Chief Financial Officer of the Corporation, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101
The following financial statements from the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Changes in Shareholders' Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Unaudited Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
Exhibit 104
The cover page from the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Univest Financial Corporation
(Registrant)
Date: August 2, 2021 /s/ Jeffrey M. Schweitzer
Jeffrey M. Schweitzer
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 2, 2021 /s/ Brian J. Richardson
Brian J. Richardson
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

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