Farmers & Merchants Bancorp 8-K, filed Jan 22, 2025
Farmers & Merchants Bancorp (FMCB)
8-K
2025-01-22
For: 2025-01-22
View Original
Added on
April 04, 2026
About this 8-K
Farmers & Merchants Bancorp filed this 8-K on January 22, 2025.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 22, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Zip Code) |
Registrant’s telephone number, including area code: (209 ) 367-2300
Former name or former address, if changed since last report
Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Not applicable |
Not applicable
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
| Item 2.02 |
Results of Operations and Financial Condition
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On January 22, 2025, Farmers & Merchants Bancorp issued a press release concerning financial results for the full year of 2024, a copy of which is
included as Exhibit 99 and incorporated herein by reference.
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Financial Statements and Exhibits
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(c)
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Exhibit:
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Press release concerning financial results for the full year of 2024.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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FARMERS & MERCHANTS BANCORP
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By
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/s/ Bart R. Olson
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Bart R. Olson
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Executive Vice President
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& Chief Financial Officer
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Date: January 22, 2025
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Exhibit 99
Farmers & Merchants Bancorp (FMCB)
Reports Record Fourth Quarter and Full Year 2024 Financial Results
Full Year 2024 Highlights
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Record full year net income of $88.5 million, or $121.02 per share, up from $116.61 per share from the prior year; resulting in an increase of 3.78%;
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Record fourth quarter net income of $21.8 million, or $31.11 per share; up from $21.4 million, or $28.55 per share in the fourth quarter 2023;
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Net interest margin of 4.05%; loan yield of 6.08% and cost of average total deposits of 1.35%;
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Effective management of operating expenses with an efficiency ratio of 46.24%;
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Achieved return on average assets of 1.64% and return on average equity of 15.49%;
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Total assets at year-end grew slightly to $5.37 billion from $5.31 billion;
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Loans and leases held for investment and total deposits both grew modestly during 2024; year-end balances were $3.69 billion and $4.70 billion, respectively;
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Strong liquidity position with $212.6 million in cash, $1.2 billion in investment securities of which $464.4 million are available-for-sale and a borrowing capacity of $2.1 billion with no
outstanding borrowings as of December 31, 2024;
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Strong capital position with a total risk-based capital ratio of 14.51%, common equity tier 1 ratio of 13.02%, tier 1 leverage ratio of 10.95% and a tangible common equity ratio of 10.46%; all
increases from the prior year-end;
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Credit quality remains strong with net charge-offs for the year of $0.7 million; $0.9 million of non-performing loans or leases at year-end; and a total allowance for credit losses of 2.11%.
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Farmers & Merchants Bancorp (OTCQX: FMCB) (the
“Company” or “FMCB”), the parent company of Farmers & Merchants Bank of Central California (the “Bank” or “F&M Bank”), reported full-year 2024 net income of $88.5 million, or $121.02 per diluted common share, compared to full-year 2023
net income of $88.3 million, or $116.61 per diluted common share. For the year ended December 31, 2024, return on average assets was 1.64% and return on average equity was 15.49%.
1
Ex. 99
CEO Commentary
Kent Steinwert, Farmers & Merchants Bancorp’s Chairman, President, and Chief Executive Officer, stated, “After being named the #1 performing bank in 2022 and #2
performing bank in 2023 by Bank Director Magazine, we are pleased to announce another record setting year with record net income of $88.5 million and earnings per diluted share of $121.02, up 3.78% from 2023. We are proud of our ability to grow
deposits year-over-year, without the use of brokered deposits, despite a decrease in interest rates beginning in September and continued competition in attracting deposits. We generated modest loan growth over the past year as we continued to serve
the needs of our customers while maintaining a disciplined credit culture. Our modest growth in loans was part of our strategy during 2024 as we managed our duration risk given the inverted yield curve throughout most of the year. As a result, we
focused our loan growth on variable rate loans and fixed rate loans under five years as rates on the longer end of the yield curve did not offer attractive loan pricing. The Company’s strong client base and deposit franchise allowed us to reduce
our cost of total average deposits in the second half of the year, resulting in a cost of average total deposits for the year of 1.35%. This combined with an increase in our average loan yield from 5.84% to 6.08% enabled us to achieve a net
interest margin of 4.05% for the year-ended December 31, 2024.”
Mr. Steinwert continued, “Our strategy of focusing on our client relationships, steady disciplined growth, together with an emphasis on efficiency and profitability
continues to drive our performance. Our net income and earnings per share have increased in each of the last seven years and in the last five years earnings per share have grown from $74.03 in 2020 to $121.02 in 2024, an increase of 63.5%. Our
Company remains in excellent financial condition and is well positioned to meet any challenges ahead as we have for the past 108 years.”
Earnings
Net interest income for the year ended December 31, 2024 was $206.7 million, a decrease of $8.7 million, or 4.04%, when compared with $215.4 million for the year ended
December 31, 2023 as the increase in interest expense outpaced the increase in interest income given the interest rate environment.
2
Ex. 99
The Company’s net interest margin decreased to 4.05% in 2024, but remains one of the strongest in the industry. The decrease was primarily due to an increase in
interest expense from $37.5 million to $63.4 million in 2024 as the average cost of total deposits increased from 0.80% in 2023 to 1.35% in 2024 and average total deposits increased from $4.66 billion for 2023 to $4.70 billion in 2024. The increase
in interest expense was partially offset by an increase in loan and lease interest and fee income from $204.5 million in 2023 to $223.3 million in 2024 as the average loan yield increased from 5.84% in 2023 to 6.08% in 2024 and average loan and
lease balances increased from $3.50 billion in 2023 to $3.67 billion in 2024.
Non-interest income increased $5.8 million from $14.9 million in 2023 to $20.7 million in 2024 as a result of the Company recording a reduction of $8.9 million in net
losses on the sale of investment securities as the net loss on the sale of securities in 2023 was $8.2 million compared to a $0.7 million net gain in 2024, offset by a reduction of a $4.3 million non-taxable death benefit gain on bank-owned life
insurance during 2023 which was zero in 2024.
Non-interest expense increased $0.8 million from $104.3 million in 2023 to $105.1 million in 2024 primarily from an increase in total employee compensation and
benefits of $1.9 million, an increase in professional services of $1.3 million, an increase in data processing of $0.8 million and an increase in occupancy of $0.3 million, all of which was partially offset by a decrease in other non-interest
expense of $3.5 million. The Company’s expense efficiency ratio increased to 46.24% from 45.31% in 2023 as the reduction in revenue outpaced the slight increase in operating expenses.
Balance Sheet
Total assets grew to $5.37 billion as of December 31, 2024 compared to $5.31 billion as of December 31, 2023. Total cash and cash equivalents decreased $198.1 million
from $410.6 million as of December 31, 2023 to $212.6 million as of December 31, 2024 as the Company used the cash balances to fund loan and lease growth and purchase available-for-sale securities. Total loans and leases increased $23.7 million
from $3.65 billion as of December 31, 2023 to $3.68 billion as of December 31, 2024. Total investments increased $233.7 million from $1.0 billion as of December 31, 2023 to $1.2 billion as of December 31, 2024. Total deposits at December 31, 2024
were $4.70 billion, an increase of $31.0 million or 0.67%, compared with $4.67 billion at December 31, 2023. Total demand deposits were $2.40 billion at December 31, 2024, compared with $2.42 billion for the same period a year earlier. At December 31, 2024, total demand deposits comprised 51.08% of total deposits. The Company continues to operate with no brokered deposits due to a concerted focus on growing and fostering new
customer deposit relationships.
3
Ex. 99
Credit Quality
Loans and leases held for investment grew $23.7 million, or 0.65% to $3.68 billion at December 31, 2024, compared with $3.65 billion at December 31, 2023.
Non-performing loans or leases were $0.9 million at December 31, 2024 compared to zero at December 31, 2023. Non-performing loans and leases to total loans and leases
were 0.03% at December 31, 2024 compared to zero as of December 31, 2023. Other real estate owned assets totaled $0.8 million at December 31, 2024 and were unchanged from the prior year. Non-performing assets to total assets were 0.03% at December
31, 2024, compared with 0.02% at December 31, 2023.
The Company recorded net charge-offs of $0.7 million in 2024 compared to net recoveries of $0.3 million in 2023. No provision for credit losses was recorded in 2024,
compared to a total provision of $9.4 million in 2023, comprised of $7.8 million for the provision for credit losses on loans and leases and $1.6 million for the provision for credit losses on unfunded commitments. The allowance for credit losses
on loans and leases increased by $0.3 million to $75.3 million, or 2.04% of total loans and leases at December 31, 2024 compared with $75.0 million or 2.05% as of December 31, 2023. The allowance for credit losses on loans and leases and unfunded
commitments totaled $78.0 million or 2.11% as of December 31, 2024 compared to $78.7 million or 2.15% as of December 31, 2023.
Capital
The Company’s and Bank’s regulatory capital ratios remain strong and meet the highest possible regulatory classification of “well-capitalized”. At December 31, 2024,
the Company’s preliminary total risk-based capital ratio was 14.51%, the common equity tier 1 capital ratio was 13.02% and the tier 1 leverage capital ratio was 10.95% an increase from 13.78%, 12.30% and 10.38% as of December 31, 2023,
respectively. At December 31, 2024, the tangible common equity ratio was 10.46% an increase of 33 basis points from 10.13% at December 31, 2023. Tangible book value per share increased to $800.52 per share at December 31, 2024, up 11.64% compared
with $717.05 at December 31, 2023.
During 2024, the Company repurchased a total of 48,173 shares or approximately 6.44% of the total shares outstanding as of December 31, 2023. The Company repurchased a
total of 9,936 shares or $10.1 million under the $25.0 million share repurchase program authorized in November 2023 which was cancelled on September 10, 2024. On September 10, 2024, the Company authorized a new share repurchase program for $55.0
million and has purchased 38,237 shares or $35.1 million as of December 31, 2024, leaving approximately $19.9 million remaining under the current share repurchase program which expires on December 31, 2026.
4
Ex. 99
About Farmers & Merchants Bancorp
Farmers & Merchants Bancorp, trades on the OTCQX under the symbol FMCB, is the parent company of Farmers & Merchants Bank of Central California, also known as
F&M Bank. Founded in 1916, F&M Bank is a locally owned and operated community bank, which proudly serves California through 33 convenient locations. F&M Bank is financially strong, with $5.4 billion in assets, and is consistently
recognized as one of the nation's safest banks by national bank rating firms. The Bank has maintained a 5-Star rating from BauerFinancial for 34 consecutive years, longer than any other commercial bank in the State of California.
Farmers & Merchants Bancorp has paid dividends for 89 consecutive years and has increased dividends for 59 consecutive years. As a result, Farmers & Merchants
Bancorp is a member of a select group of only 56 publicly traded companies referred to as “Dividend Kings,” and is ranked 17th in that group based on consecutive years of dividend increases. A “Dividend King” is a stock with 50 or more
consecutive years of dividend increase.
In August 2024, Farmers & Merchants Bancorp was named by Bank Director’s Magazine as the #2 best performing bank in the nation across all asset categories in their
annual “Ranking Banking” study of the top performing banks for 2023. In August 2023, the Bank was named by Bank Director’s Magazine as the #1 best performing bank in the nation across all asset categories in their annual “Ranking Banking” study of
the top performing banks for 2022.
In April 2024, F&M Bank was ranked 6th on Forbes Magazine’s list of "America’s Best Banks" in 2023. Forbes’ annual “America’s Best Banks” list looks at
ten metrics measuring growth, credit quality, profitability, and capital for the 2023 calendar year, as well as stock performance in the 12 months through March 18, 2024.
In December 2023, F&M Bank was ranked 4th on S&P Global Market Intelligence's “Top 50 List of Best-Performing Community Banks” in the US with
assets between $3.0 billion and $10.0 billion for 2023. S&P Global Market Intelligence ranks financial institutions based on several key factors including financial returns, growth, and balance sheet risk profile.
In October, 2021, F&M Bank was named the “Best Community Bank in California” by Newsweek magazine. Newsweek’s ranking recognizes those financial institutions that
best serve their customers’ needs in each state. This recognition speaks to the superior customer service the F&M Bank team members provide to its clients.
5
Ex. 99
F&M Bank is the 15th largest bank lender to agriculture in the United States. F&M Bank operates in the mid-Central Valley of California including,
Sacramento, San Joaquin, Solano, Stanislaus, and Merced counties and the east region of the San Francisco Bay Area, including Napa, Alameda and Contra Costa counties.
F&M Bank was inducted into the National Agriculture Science Center’s “Ag Hall of Fame” at the end of 2021 for providing resources, financial advice, guidance, and
support to the agribusiness communities as well as to students in the next generation of agribusiness workforce. F&M Bank is dedicated to helping California remain the premier agricultural region in the world and will continue to work with the
next generation of farmers, ranchers, and processors. F&M Bank remains committed to servicing the needs of agribusiness in California as has been the case since its founding over 108 years ago.
F&M Bank offers a full complement of loan, deposit, equipment leasing and treasury management products to businesses, as well as a full suite of consumer banking
products. The FDIC awarded F&M Bank the highest possible rating of "Outstanding" in their last Community Reinvestment Act (“CRA”) evaluation.
Forward-Looking Statements
This press release may contain certain forward-looking statements that are based on management's current expectations regarding the Company’s financial performance.
Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words “believe,” “expect,” “intend,” “estimate” or words of similar meaning, or future or conditional
verbs such as “will,” “would,” “should,” “could” or “may.” Forward-looking statements in this press release include, without limitation, statements regarding loan and deposit production (including any growth representations), balance sheet
management, levels of net interest margin, the ability to control costs and expenses, the competitive environment, financial and regulatory policies of the United States government, water management issues in California and general economic
conditions, inflation, recessions, natural disasters, pandemics, geopolitical risks, economic uncertainty in the United States, changes in interest rates, deposit flows, real estate values, costs or effects of acquisitions, competition, changes in
accounting principles, policies or guidelines, legislation or regulation, and other economic, competitive, governmental, regulatory and technological factors (including external fraud and cybersecurity threats) affecting the Company's operations,
pricing, products and services. These and other important factors are detailed in the Company’s Form 10-K, Form 10-Qs, and various other securities law filings made periodically by the Company, copies of which are available from the Company’s
website. The Company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this press release or to reflect the occurrence
of unanticipated events, except as required by law.
For more information about Farmers & Merchants Bancorp and F&M Bank, visit fmbonline.com.
6
Ex. 99
FINANCIAL HIGHLIGHTS
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For the Year-Ended
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(dollars in thousands, except per share amounts)
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December 31, 2024
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December 31, 2023
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Earnings and Profitability:
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Interest income
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$
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271,977
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$
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253,754
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Interest expense
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65,301
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38,369
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Net interest income
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206,676
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215,385
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Provision for credit losses
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-
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9,407
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Noninterest income
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20,700
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14,914
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Noninterest expense
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105,132
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104,339
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Income before taxes
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122,244
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116,553
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Income tax expense
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33,787
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28,239
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Net income
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$
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88,457
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$
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88,314
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Diluted earnings per share
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$
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121.02
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$
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116.61
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Return on average assets
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1.64
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%
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1.68
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%
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Return on average equity
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15.49
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%
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17.05
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%
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Loan yield
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6.08
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%
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5.84
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%
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Cost of average total deposits - core deposits
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1.35
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%
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0.80
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%
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Net interest margin - tax equivalent
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4.05
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%
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4.30
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%
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Effective tax rate
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27.64
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%
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24.23
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%
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Efficiency ratio
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46.24
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%
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45.31
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%
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Book value per share
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$
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818.91
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$
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735.00
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Balance Sheet:
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Total assets
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$
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5,370,196
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$
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5,308,928
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Cash and cash equivalents
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212,563
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410,642
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of which held at Fed
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141,505
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338,375
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Total securities
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1,233,857
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1,000,200
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of which available-for-sale
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464,414
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182,512
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of which held-to-maturity
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769,443
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817,688
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Gross loans and leases
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3,690,221
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3,665,397
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Allowance for credit losses - loans and leases
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75,283
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74,965
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Total deposits
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4,699,139
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4,668,095
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Borrowings
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-
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-
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Subordinated debentures
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10,310
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10,310
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Total shareholders' equity
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$
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573,072
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$
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549,755
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Loan-to-deposit ratio
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78.53
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%
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78.52
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%
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Percentage of checking deposits to total deposits
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51.08
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%
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51.76
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%
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Capital ratios (Bancorp) (1)
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Common equity tier 1 capital to risk-weighted assets
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13.02
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%
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12.30
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%
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Tier 1 capital to risk-weighted assets
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13.25
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%
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12.53
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%
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Risk-based capital to risk-weighted assets
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14.51
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%
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13.78
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%
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Tier 1 leverage capital ratio
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10.95
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%
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10.38
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%
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Tangible common equity ratio (2)
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10.46
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%
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10.13
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%
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(1) Capital information is preliminary for December 31, 2024
(2) Non-GAAP measurement
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(Dollars in thousands)
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December 31,
2024
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December 31,
2023
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Shareholders' equity
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$
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573,072
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$
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549,755
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Less: Intangible assets
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12,870
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13,419
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Tangible common equity
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$
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560,202
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$
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536,336
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Total assets
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$
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5,370,196
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$
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5,308,928
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Less: Intangible assets
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12,870
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13,419
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Tangible assets
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$
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5,357,326
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$
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5,295,509
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Tangible common equity ratio(1)
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10.46
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%
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10.13
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%
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(1) Tangible common equity divided by tangible assets
7