(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 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 inherently 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;
•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 and charge-offs and
changes in estimates of the adequacy of the allowance for loans 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 revenues and expenditures;
•Adverse change in the securities markets;
•Our ability to enter new markets successfully and capitalize on growth
opportunities;
•Return on investment decisions;
•System failures or cyber-security breaches of our information technology
infrastructure and those of our third-party service providers;
•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.

In December 2019, coronavirus (COVID-19) was first reported in China. On March
11, 2020, the World Health Organization declared a worldwide pandemic. On March
12, 2020, the President of the United States declared the COVID-19 outbreak in
the United States a national emergency. The COVID-19 pandemic has caused
significant economic dislocation in the United States as many state and local
governments have ordered non-essential businesses to close and residents to
shelter in place at home. Given its ongoing and dynamic nature, it is difficult
to predict the full 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 and when and how the
economy may be reopened. As a result of the COVID-19 pandemic and the related
adverse local and national economic consequences, our forward-looking statements
are subject to the following risks, uncertainties and assumptions:

•Demand for our products and services may decline;


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•If the economy is unable to substantially reopen, and high levels of
unemployment continue for an extended period of time, loan delinquencies,
problem assets, and foreclosures may increase;
•Collateral for loans, especially real estate, may decline in value;
•Our allowance for credit losses on loans and leases may have to be increased if
borrowers experience financial difficulties;
•The net worth and liquidity of loan guarantors may decline;
•As a result of the decline in the Federal Reserve Board's target federal funds
rate to near 0%, the yield on our assets may decline to a greater extent than
the decline in our cost of interest-bearing liabilities;
•A material decrease in net income or a net loss over several quarters could
result in 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; and
•FDIC premiums may increase if the agency experience additional resolution
costs.

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, 2019
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 reserve for loan and lease losses as critical accounting policies. For more
information on these critical accounting policies, please refer to the
Corporation's 2019 Annual Report on Form 10-K. See Note 1, "Summary of
Significant Accounting Policies" for additional information on the adoption of
ASC 326, which changes the methodology under which management calculates its
reserve for loans and leases, now referred to as the allowance for credit
losses. Management considers the measurement of the allowance for credit losses
to be a critical accounting policy.

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 and
the Bank.

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

The Corporation earns 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.

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Executive Overview

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


                                                     Three Months Ended
                                                         March 31,                                             Change
(Dollars in thousands, except per share data)      2020              2019              Amount               Percent
Net income                                     $     838          $ 16,079          $ (15,241)                 (94.8  %)
Net income per share:
Basic                                          $    0.03          $   0.55          $   (0.52)                 (94.5)
Diluted                                             0.03              0.55              (0.52)                 (94.5)
Return on average assets                            0.06  %           1.30  %           (124 BP)               (95.4)
Return on average equity                            0.50  %          10.32  %           (982 BP)               (95.2)



The Corporation reported net income of $838 thousand, or $0.03 diluted earnings
per share, for the three months ended March 31, 2020, compared to net income of
$16.1 million, or $0.55 diluted earnings per share, for the three months ended
March 31, 2019.

The Corporation adopted CECL effective January 1, 2020, as discussed in Note 1.
Summary of Significant Accounting Policies. Upon adoption, the allowance for
credit losses on loans and leases increased by $12.9 million, the allowance for
credit losses on investments increased by $300 thousand, and the reserve for
unfunded commitments increased by $1.1 million, which, in the aggregate,
resulted in an after-tax retained earnings adjustment of $11.3 million.

During the three months ended March 31, 2020, the Corporation recorded a
provision for credit losses on loans and leases of $20.4 million, a provision
for credit losses on investment securities of $597 thousand and a reserve for
unfunded commitments of $794 thousand. Included within the $21.8 million in
provision for credit losses and reserve for unfunded commitments is $20.3
million (after-tax charge of $16.1 million), or $0.55 diluted earnings per
share, of expense related to COVID-19, which was the result of economic
assumptions within the Corporation's CECL model. This charge included a
provision for credit losses on loans and leases of $19.4 million, a provision
for credit losses on investment securities of $536 thousand and a reserve for
unfunded commitments of $384 thousand. During the three months ended March 31,
2019, the Corporation recorded a provision for loan and lease losses of $2.7
million. The provision for 2019 included the impact of downgrading one $14.6
million shared national credit loan from pass to substandard.

The results for the three months ended March 31, 2020, included a $652 thousand
($515 thousand after-tax), or $0.02 diluted earnings per share, gain on the sale
of investment securities and a $656 thousand ($518 thousand after-tax), or $0.02
diluted earnings per share, charge in other expense related to the
extinguishment of long-term debt.
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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 a summary of the Corporation's average balances, tax-equivalent
interest income, interest expense, the tax-equivalent yields earned on average
assets, the cost of average liabilities, and shareholders' equity on a
tax-equivalent basis for the three months ended March 31, 2020 and 2019. The
tax-equivalent net interest margin is tax-equivalent net interest income as a
percentage of average interest-earning assets. The tax-equivalent net interest
spread represents the weighted average tax-equivalent yield on interest-earning
assets less the weighted average cost of interest-bearing liabilities. The
effect of net interest-free funding sources represents the effect on the net
interest margin of net funding provided by noninterest-earning assets,
noninterest-bearing liabilities and shareholders' equity. Table 2 analyzes the
changes in the tax-equivalent net interest income for the periods broken down by
their rate and volume components.

Three months ended March 31, 2020 versus 2019



Net interest income on a tax-equivalent basis for the three months ended March
31, 2020 was $43.1 million, an increase of $945 thousand, or 2.2%, compared to
the three months ended March 31, 2019. The increase in tax-equivalent net
interest income for the three months ended March 31, 2020 compared to the same
period in 2019 was primarily due to lower deposit and borrowing costs and growth
in loans partially offset by a decrease in yield on loans.

The net interest margin on a tax-equivalent basis for the three months ended
March 31, 2020 was 3.48%, compared to 3.75% for the three months ended March 31,
2019. During the three months ended March 31, 2020, excess liquidity reduced net
interest margin by approximately six basis points and had no impact on the three
months ended March 31, 2019. The excess liquidity was primarily driven by strong
deposit growth in the period. Purchase accounting accretion had no impact on the
net interest margin for the three months ended March 31, 2020 compared to a
favorable impact of approximately one basis point for the three months ended
March 31, 2019. Excluding purchase accounting accretion and the impact of excess
liquidity, the net interest margin, on a tax-equivalent basis, was 3.54% for the
three months ended March 31, 2020 and 3.74% for the three months ended March 31,
2019.
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Table 1-Average Balances and Interest Rates-Tax-Equivalent Basis
                                                                                       Three Months Ended March 31,
                                                                     2020                                                                                  2019
                                                Average             Income/            Average              Average             Income/            Average
(Dollars in thousands)                          Balance             Expense              Rate               Balance             Expense              Rate
Assets:

Interest-earning deposits with other banks $ 118,108 $ 325

               1.11  %       $    42,566          $    269                 2.56  %
U.S. government obligations                        7,298                37                 2.04               20,039                82                 1.66
Obligations of states and political
subdivisions                                      33,595               289                 3.46               64,167               546                 

3.45


Other debt and equity securities                 401,007             2,668                 2.68              385,990             2,631                 

2.76

Federal Home Loan Bank, Federal Reserve Bank
and other stock                                   31,450               527                 6.74               32,360               586                 

7.34


Total interest-earning deposits, investments
and other interest-earning assets                591,458             3,846                 2.62              545,122             4,114                 

3.06


Commercial, financial and agricultural loans     821,267             8,631                 4.23              811,071            10,758                 

5.38


Real estate-commercial and construction
loans                                          2,139,369            23,917                 4.50            1,822,276            21,559                 4.80
Real estate-residential loans                    991,550            11,052                 4.48              938,299            11,412                 4.93
Loans to individuals                              30,016               407                 5.45               32,524               518                 6.46
Municipal loans and leases                       317,006             3,265                 4.14              332,299             3,221                 3.93
Lease financings                                  89,376             1,554                 6.99               80,893             1,435                 7.19
Gross loans and leases                         4,388,584            48,826                 4.47            4,017,362            48,903                 4.94
Total interest-earning assets                  4,980,042            52,672                 4.25            4,562,484            53,017                 4.71
Cash and due from banks                           50,891                                                      44,714
Reserve for credit losses, loans and leases      (44,372)                                                    (30,111)
Premises and equipment, net                       56,399                                                      59,179
Operating lease right-of-use assets               34,545                                                      37,129
Other assets                                     332,056                                                     330,858
Total assets                                 $ 5,409,561                                                 $ 5,004,253
Liabilities:
Interest-bearing checking deposits           $   584,391          $    796                 0.55          $   478,927          $    714                 0.60
Money market savings                           1,057,336             2,903                 1.10              918,487             3,748                 1.65
Regular savings                                  816,760               792                 0.39              789,033               814                 0.42
Time deposits                                    602,903             2,915                 1.94              655,303             2,927                 1.81
Total time and interest-bearing deposits       3,061,390             7,406                 0.97            2,841,750             8,203                 1.17
Short-term borrowings                             40,126               106                 1.06              117,664               638                 2.20
Long-term debt                                   169,205               764                 1.82              145,299               739                 2.06
Subordinated notes                                94,847             1,275                 5.41               94,603             1,261                 5.41
Total borrowings                                 304,178             2,145                 2.84              357,566             2,638                 2.99
Total interest-bearing liabilities             3,365,568             9,551                 1.14            3,199,316            10,841                 1.37
Noninterest-bearing deposits                   1,288,594                                                   1,089,449
Operating lease liabilities                       37,766                                                      40,090
Accrued expenses and other liabilities            44,173                                                      43,824
Total liabilities                              4,736,101                                                   4,372,679
Shareholders' Equity:
Common stock                                     157,784                                                     157,784
Additional paid-in capital                       295,318                                                     292,746
Retained earnings and other equity               220,358                                                     181,044
Total shareholders' equity                       673,460                                                     631,574
Total liabilities and shareholders' equity   $ 5,409,561                                                 $ 5,004,253
Net interest income                                               $ 43,121                                                    $ 42,176
Net interest spread                                                                        3.11                                                        3.34
Effect of net interest-free funding sources                                                0.37                                                        0.41
Net interest margin                                                                        3.48  %                                                     3.75  %
Ratio of average interest-earning assets to
average interest-bearing liabilities              147.97  %                                                   142.61  %


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 March 31, 2020 and 2019 have been calculated using
the Corporation's federal applicable rate of 21%.
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Table 2-Analysis of Changes in Net Interest Income

The rate-volume variance analysis set forth in the table below compares changes
in tax-equivalent net interest income for the 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
                                                                                      March 31, 2020 Versus 2019
                                                                              Volume              Rate
(Dollars in thousands)                                                        Change             Change             Total
Interest income:
Interest-earning deposits with other banks                                 $     274           $   (218)         $     56
U.S. government obligations                                                      (61)                16               (45)
Obligations of states and political subdivisions                                (259)                 2              (257)
Other debt and equity securities                                                 109                (72)               37
Federal Home Loan Bank, Federal Reserve Bank and other stock                     (15)               (44)              (59)
Interest on deposits, investments and other earning assets                        48               (316)             (268)
Commercial, financial and agricultural loans                                     138             (2,265)           (2,127)
Real estate-commercial and construction loans                                  3,726             (1,368)            2,358
Real estate-residential loans                                                    664             (1,024)             (360)
Loans to individuals                                                             (37)               (74)             (111)
Municipal loans and leases                                                      (139)               183                44
Lease financings                                                                 158                (39)              119
Interest and fees on loans and leases                                          4,510             (4,587)              (77)
Total interest income                                                          4,558             (4,903)             (345)
Interest expense:
Interest-bearing checking deposits                                               145                (63)               82
Money market savings                                                             517             (1,362)             (845)
Regular savings                                                                   31                (53)              (22)
Time deposits                                                                   (229)               217               (12)
Interest on time and interest-bearing deposits                                   464             (1,261)             (797)
Short-term borrowings                                                           (299)              (233)             (532)
Long-term debt                                                                   116                (91)               25
Subordinated notes                                                                14                  -                14
Interest on borrowings                                                          (169)              (324)             (493)
Total interest expense                                                           295             (1,585)           (1,290)
Net interest income                                                        $   4,263           $ (3,318)         $    945



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Interest Income

Three months ended March 31, 2020 versus 2019



Interest income on a tax-equivalent basis for the three months ended March 31,
2020 was $52.7 million, a decrease of $345 thousand, or 0.7%, from the same
period in 2019. The slight decrease in interest income for the three months
ended March 31, 2020 was primarily due to the Federal Reserve interest rate
reductions of 75 basis in the third and fourth quarter of 2019 and 150 basis
points in the first quarter of 2020, offset by increases of $371.2 million in
average gross loans and leases held for investment. Purchase accounting
accretion had no impact on the rate on interest-earning assets for the three
months ended March 31, 2020, compared to a favorable impact of one basis point
for the three months ended March 31, 2019.

Interest Expense

Three months ended March 31, 2020 versus 2019



Interest expense for the three months ended March 31, 2020 was $9.6 million, a
decrease of $1.3 million, or 11.9%, from the same period in 2019. Interest
expense on average interest-bearing deposits decreased $797 thousand, or 9.7%,
for the three months ended March 31, 2020 primarily due to the Federal Reserve
interest rate decreases in 2019 and 2020, offset by the growth in average
interest-bearing deposits of $219.6 million, or 7.7%. Additionally, interest
expense on borrowings decreased $492 thousand, or 18.7%, for the three months
ended March 31, 2020 from the same period in 2019, due to a decrease of $77.5
million, or 65.9%, in the average balance of short-term borrowings.

Provision for Credit Losses



The provision for credit losses for the three months ended March 31, 2020 was
$21.0 million compared to $2.7 million for the same period in the prior year.
Net loan and lease charge-offs for the three months ended March 31, 2020 were
$489 thousand compared to $447 thousand for the same period in the prior year.
Refer to the Executive Overview for discussion of the drivers of provision
expense for the three months ended March 31, 2020 and 2019.

Noninterest Income



The following table presents noninterest income for the three months ended March
31, 2020 and 2019:
                                                    Three Months Ended
                                                        March 31,                               Change
(Dollars in thousands)                             2020           2019          Amount       Percent
Trust fee income                                $  1,890       $  1,887       $     3          0.2  %
Service charges on deposit accounts                1,397          1,435           (38)        (2.6)
Investment advisory commission and fee income      4,255          3,789           466         12.3
Insurance commission and fee income                4,732          5,144          (412)        (8.0)
Other service fee income                           1,870          2,267          (397)       (17.5)
Bank owned life insurance income                     734            952          (218)       (22.9)
Net gain on sales of investment securities           695              1           694          N/M
Net gain on mortgage banking activities            2,744            483         2,261          N/M

Other income                                          67            339          (272)       (80.2)
Total noninterest income                        $ 18,384       $ 16,297       $ 2,087         12.8  %

Three months ended March 31, 2020 versus 2019



Noninterest income for the three months ended March 31, 2020 was $18.4 million,
an increase of $2.1 million, or 12.8%, from the three months ended March 31,
2019.

The net gain on mortgage banking activities increased $2.3 million, or 468.1%,
for the three months ended March 31, 2020, primarily due to an increase in
mortgage volume and an expansion of margins. Net gain on sales of investment
securities increased $694 thousand for the quarter primarily due to a $652
thousand gain on the sale of $58.3 million of agency backed mortgage backed
securities. Investment advisory commission and fee income increased $466
thousand, or 12.3%, for the three
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months ended March 31, 2020, primarily due to new customer relationships and
appreciation of assets under management, as a majority of investment advisory
fees are billed based on the prior quarter-end assets under management balance.

Insurance commission and fee income decreased $412 thousand, or 8.0%, for the
three months ended March 31, 2020, primarily due to a decrease in contingent
commission income of $389 thousand, which was $1.1 million for the three months
ended March 31, 2020, compared to $1.5 million for the quarter ended March 31,
2019. Other service fee income decreased $397 thousand, or 17.5%, for the three
months ended March 31, 2020, primarily due to an increase of $331 thousand of
mortgage servicing rights amortization. The increase in amortization for the
three months ended March 31, 2020, was primarily driven by the decline in
interest rates and their impact on prepayment activity. BOLI income decreased
$218 thousand, or 22.9%, for the three months ended March 31, 2020, primarily
due to an increase in value of our non-qualified annuity portfolio of $26
thousand in the three months ended March 31, 2020, compared to an increase of
$249 thousand for the three months ended March 31, 2019. During the first
quarter of 2019, in order to reduce future volatility, the Corporation
transferred the funds invested within the non-qualified annuity portfolio to a
stable fund investment strategy. Other income decreased $272 thousand, or 80.2%,
for the three months ended March 31, 2020, primarily driven by a loss in the
value of equity securities measured at fair value of $268 thousand for the three
months ended March 31, 2020 compared to a gain of $4 thousand for the quarter
ended March 31, 2019.

Noninterest Expense

The following table presents noninterest expense for the three months ended
March 31, 2020 and 2019:
                                         Three Months Ended
                                             March 31,                               Change
(Dollars in thousands)                  2020           2019          Amount       Percent

Salaries, benefits and commissions $ 23,836 $ 21,546 $ 2,290

       10.6  %
Net occupancy                           2,574          2,611           (37)        (1.4)
Equipment                                 995            990             5          0.5
Data processing                         2,760          2,514           246          9.8
Professional fees                       1,317          1,264            53          4.2
Marketing and advertising                 402            540          (138)       (25.6)
Deposit insurance premiums                504            452            52         11.5
Intangible expenses                       330            426           (96)       (22.5)

Other expense                           6,853          5,214         1,639         31.4
Total noninterest expense            $ 39,571       $ 35,557       $ 4,014         11.3  %

Three months ended March 31, 2020 versus 2019



Noninterest expense for the three months ended March 31, 2020 was $39.6 million,
an increase of $4.0 million, or 11.3%, from the three months ended March 31,
2019.

Salaries, benefits and commissions increased $2.3 million, or 10.6%, for the
three months ended March 31, 2020, primarily attributable to additional staff
hired, primarily during 2019, to support revenue generation across all business
lines, expansion of our commercial lending groups in the first and second
quarter of 2019, annual merit increases and increased variable compensation due
to strong mortgage banking activity. Data processing expense increased $246
thousand, or 9.8%, for the three months ended March 31, 2020, primarily due to
continued investments in customer relationship management software and internal
infrastructure improvements as well as outsourced data processing solutions.
Other expense increased $1.6 million, or 31.4%, for the three months ended March
31, 2020, primarily due to a one-time $656 thousand charge related to the
extinguishment of long-term debt and an increase of $794 thousand in the reserve
for unfunded commitments, which resulted from the adoption of CECL.

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Tax Provision

The provision for income taxes for the three months ended March 31, 2020 and
2019 was $(606) thousand and $3.5 million, at an effective rate of (261.2)% and
17.9%, respectively. The negative effective tax rate for the three months ended
March 31, 2020 reflects 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 three months ended March 31, 2020 is based on the
actual effective tax rate for the year-to-date period, given the uncertainty of
the impact of COVID-19 and its potential impact on the Corporation's estimate of
the annual effective tax rate. The Corporation's effective income tax rates for
the three months ended March 31, 2019 was favorably impacted by discrete tax
benefits. Excluding these items, the effective tax rate was 18.2% for the three
months ended March 31, 2019.

Financial Condition

Assets

The following table presents assets at the dates indicated:


                                                                      At December 31,                   Change
(Dollars in thousands)                      At March 31, 2020              2019                                                Amount       Percent

Cash and interest-earning deposits $ 182,902 $ 125,128 $ 57,774

               46.2  %
Investment securities, net of allowance
for credit losses                                    423,521               441,599           (18,078)              (4.1)
Federal Home Loan Bank, Federal Reserve
Bank and other stock, at cost                         28,465                28,254               211                0.7
Loans held for sale                                   11,417                 5,504             5,913                N/M
Loans and leases held for investment               4,448,825             4,386,836            61,989                1.4
Reserve for credit losses, loans and
leases                                               (68,216)              (35,331)          (32,885)             (93.1)
Premises and equipment, net                           55,789                56,676              (887)              (1.6)
Operating lease right-of-use assets                   34,679                34,418               261                0.8
Goodwill and other intangibles, net                  182,332               182,843              (511)              (0.3)
Bank owned life insurance                            115,512               114,778               734                0.6

Accrued interest receivable and other
assets                                                49,542                40,219             9,323               23.2
Total assets                               $       5,464,768          $  5,380,924          $ 83,844                1.6  %

Cash and Interest-Earning Deposits

Cash and interest-earning deposits increased $57.8 million, or 46.2%, from December 31, 2019, primarily due to increased interest-earning deposits at the Federal Reserve Bank of $56.8 million.

Investment Securities



Total investments securities at March 31, 2020 decreased $18.1 million from
December 31, 2019. Sales of $67.0 million, maturities and pay-downs of $18.4
million, calls of $6.9 million, decreases in the fair value of
available-for-sale investment securities of $4.8 million, provision for credit
losses of $897 thousand and net amortization of purchased premiums and discounts
of $446 thousand were partially offset by purchases of $80.0 million. The
decrease in the fair value of available-for-sale investment securities was
primarily recorded on the variable rate corporate bond portfolio which was
negatively impacted by the sudden decrease in interest rates and the yield
curve.

Loans and Leases



Gross loans and leases held for investment grew $62.0 million, or 1.4%, from
December 31, 2019. The growth in loans was primarily in commercial real estate
and residential real estate loans.

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Asset Quality

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

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

At March 31, 2020, nonaccrual loans and leases and accruing troubled debt
restructured loans were $36.7 million. The related allowance for credit losses
on loans and leases was $2.5 million. At December 31, 2019, loans that were
considered to be impaired was $38.4 million. The related reserve for loan losses
was $2.1 million. Individual reserves have been established based on current
facts and management's judgements about the ultimate outcome of these credits.
During the first quarter of 2020, three residential real estate loans totaling
$710 thousand and two home equity loans totaling $741 thousand were returned to
accruing status as these loans have maintained a period of repayment performance
in accordance with the Corporation's policy. The amount of the individual
reserve needed for these credits could change in future periods subject to
changes in facts and judgments related to these credits.

Other real estate owned was $516 thousand at March 31, 2020 and December 31, 2019.


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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 March 

31, 2020 At December 31, 2019 Nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications*:



Commercial, financial and agricultural                          $          3,934          $             3,442
Real estate-commercial                                                    28,827                       27,928
Real estate-construction                                                       -                          257
Real estate-residential                                                    3,370                        6,445

Lease financings                                                             495                          506

Total nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications*

                 36,626                       38,578

Accruing troubled debt restructured loans and lease modifications not included in the above

                                       54                           54

Accruing loans and leases 90 days or more past due: Commercial, financial and agricultural


   -                           20
Real estate-commercial                                                       722                            -

Real estate-residential                                                      826                            -
Loans to individuals                                                          63                           74
Lease financings                                                             166                           49
Total accruing loans and leases, 90 days or more past due                  1,777                          143
Total nonperforming loans and leases                                      38,457                       38,775
Other real estate owned                                                      516                          516
Total nonperforming assets                                      $         38,973          $            39,291

Nonaccrual loans and leases (including nonaccrual troubled debt restructured loans and lease modifications) / loans and leases held for investment

                                                         0.82  %                      0.88  %

Nonperforming loans and leases / loans and leases held for investment

                                                                  0.86  %                      0.88  %
Nonperforming assets / total assets                                         0.71  %                      0.73  %

Allowance for credit losses, loans and leases                   $         68,216          $            35,331

Allowance for credit losses, loans and leases / loans and leases held for investment

                                                  1.53  %                      0.81  %

Allowance for credit losses, loans and leases / nonaccrual loans and leases held for investment

                                      186.25  %                     91.58  %

Allowance for credit losses, loans and leases / nonperforming loans and leases held for investment

                                      177.38  %                     91.12  %

* Nonaccrual troubled debt restructured loans and lease
modifications included in nonaccrual loans and leases in the
above table                                                     $         13,680          $            13,817



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The following table provides additional information on the Corporation's
nonaccrual loans held for investment:
(Dollars in thousands)                                       At March 31, 

2020 At December 31, 2019 Total nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications $ 36,626 $

            38,578
Nonaccrual loans and leases with partial charge-offs                   2,830                        1,966

Life-to-date partial charge-offs on nonaccrual loans and leases

                                                                 1,532                        1,320
Specific reserves on individually analyzed loans                       2,535                        2,108


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 $982 thousand and $725 thousand for the three months ended
March 31, 2020 and 2019, respectively. See Note 5 to the Condensed Unaudited
Consolidated Financial Statements, "Goodwill and Other Intangible Assets," for a
summary of intangible assets at March 31, 2020 and December 31, 2019.

The Corporation also has goodwill with a net carrying value of $172.6 million at
March 31, 2020 and December 31, 2019, which is deemed to be an indefinite
intangible asset and is not amortized. The Corporation completes a goodwill
impairment analysis at least 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 three months ended March 31, 2020 and 2019. There can be no assurance
that future impairment assessments or tests will not result in a charge to
earnings.

Liabilities

The following table presents liabilities at the dates indicated:


                                                            At December 31,                   Change
(Dollars in thousands)            At March 31, 2020              2019                                                   Amount       Percent
Deposits                         $       4,407,303          $  4,360,075          $  47,228               1.1  %
Short-term borrowings                       18,415                18,680               (265)             (1.4)
Long-term debt                             210,069               150,098             59,971              40.0
Subordinated notes                          94,879                94,818                 61               0.1
Operating lease liabilities                 37,919                37,617                302               0.8
Accrued interest payable and
other liabilities                           44,632                44,514                118               0.3
Total liabilities                $       4,813,217          $  4,705,802          $ 107,415               2.3  %



Deposits

Total deposits increased $47.2 million, or 1.1%, from December 31, 2019, primarily due to increases in commercial and consumer deposits partially offset by a seasonal decrease in public funds deposits.

Borrowings

Total borrowings increased $59.8 million, or 22.7%, from December 31, 2019, primarily due to an increase in long-term borrowings of $60.0 to fund future loan growth.



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 $2.4 million and
$420 thousand at March 31, 2020 and December 31, 2019, respectively. The
increase of $1.9 million relates to the implementation of ASU 2016-03.
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