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 quarterly period ended ~~September 30, 2021~~March 31, 2022

◻ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _______________ to ________________

Commission file number 0-14237

First United Corporation

(Exact name of registrant as specified in its charter)


Maryland		52-1380770
(State or other jurisdiction of incorporation or organization)		(I. R. S. Employer Identification No.)

19 South Second Street, Oakland, Maryland		21550-0009
(Address of principal executive offices)		(Zip Code)

(800) 470-4356

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock	FUNC	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 periods 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 (§232.405 of this chapter) 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, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


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 standard 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: ~~6,177,941~~6,637,979 shares of common stock, par value $.01 per share, as of ~~October 31, 2021~~April 30, 2022.

Table of Contents

INDEX TO QUARTERLY REPORT

FIRST UNITED CORPORATION


		Page
PART I. FINANCIAL INFORMATION		3
Item 1.	Financial Statements (unaudited)	3
	Consolidated ~~Statement~~Statements of Financial Condition – ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021	3
	Consolidated ~~Statement~~Statements of Operations – for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	4
	Consolidated ~~Statement~~Statements of Comprehensive Loss – for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	6
	Consolidated ~~Statement~~Statements of Changes in Shareholders’ Equity – for three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	87
	Consolidated ~~Statement~~Statements of Cash Flows – for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	98
	Notes to Consolidated Financial Statements	109
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4538
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	7155
Item 4.	Controls and Procedures	7156

PART II. OTHER INFORMATION		7257
Item 1.	Legal Proceedings	7257
Item 1A.	Risk Factors	7257
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7257
Item 3.	Defaults upon Senior Securities	7257
Item 4.	Mine Safety Disclosures	7257
Item 5.	Other Information	7257
Item 6.	Exhibits	7358
SIGNATURES		7459

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

First United Corporation and Subsidiaries

Consolidated ~~Statement~~Statements of Financial Condition

(In thousands, except share data - Unaudited)

September 30,
2021

December 31,
2020

Assets

Cash and due from banks

$
129,062

$
146,673
Interest bearing deposits in banks

5,876

2,759
Cash and cash equivalents

134,938

149,432
Investment securities – available for sale (at fair value)

235,564

226,885
Investment securities – held to maturity (fair value $71,707 at September 30, 2021 and $77,612 at December 31, 2020)

61,979

68,263
Restricted investment in bank stock, at cost

1,029

4,468
Loans held for sale

348

3,546
Loans

1,161,868

1,167,812
Unearned fees

(1,171)

(1,730)
Allowance for loan losses

(16,906)

(16,486)
Net loans

1,143,791

1,149,596
Premises and equipment, net

35,213

36,863
Goodwill

11,004

11,004
Bank owned life insurance

44,851

43,974
Deferred tax assets

7,946

7,972
Other real estate owned, net

6,663

9,386
Operating lease asset

2,331

2,408
Accrued interest receivable and other assets

22,899

19,617
Total Assets

$
1,708,556

$
1,733,414
Liabilities and Shareholders’ Equity

Liabilities:

Non-interest bearing deposits

$
491,441

$
420,427
Interest bearing deposits

953,053

1,001,939
Total deposits

1,444,494

1,422,366
Short-term borrowings

72,396

49,160
Long-term borrowings

30,929

100,929
Operating lease liability

2,854

2,958
Accrued interest payable and other liabilities

23,103

26,044
Dividends payable

993

910
Total Liabilities

1,574,769

1,602,367
Shareholders’ Equity:

Common Stock – par value $0.01 per share; Authorized 25,000,000 shares; issued and outstanding 6,617,941 shares at September 30, 2021 and 6,992,911 at December 31, 2020

66

70
Surplus

23,522

30,149
Retained earnings

138,931

129,691
Accumulated other comprehensive loss

(28,732)

(28,863)
Total Shareholders’ Equity

133,787

131,047
Total Liabilities and Shareholders’ Equity

$
1,708,556

$
1,733,414



	March 31, 2022		December 31, 2021

Assets
Cash and due from banks	$	71,211	$	109,823
Interest bearing deposits in banks		4,905		5,897
Cash and cash equivalents		76,116		115,720
Investment securities – available for sale (at fair value)		143,609		286,771
Investment securities – held to maturity (fair value $235,026 at March 31, 2022 and $65,369 at December 31, 2021)		241,656		56,259
Restricted investment in bank stock, at cost		1,026		1,029
Loans held for sale		140		67
Loans		1,181,401		1,153,687
Unearned fees		(107)		(292)
Allowance for loan losses		(15,292)		(15,955)
Net loans		1,166,002		1,137,440
Premises and equipment, net		34,001		34,697
Goodwill and other intangibles		12,000		12,052
Bank owned life insurance		45,442		45,150
Deferred tax assets		10,361		6,857
Other real estate owned, net		4,477		4,477
Right of use assets		2,161		2,247
Pension asset		1,699		4,765
Accrued interest receivable		5,075		4,821
Other assets		16,458		17,486
Total Assets	$	1,760,223	$	1,729,838
Liabilities and Shareholders’ Equity
Liabilities:
Non-interest bearing deposits	$	530,901	$	501,627
Interest bearing deposits		976,654		967,747
Total deposits		1,507,555		1,469,374
Short-term borrowings		58,902		57,699
Long-term borrowings		30,929		30,929
Operating lease liability		2,666		2,761
SERP deferred compensation		10,424		10,395
Accrued interest payable and other liabilities		11,674		15,787
Dividends payable		995		993
Total Liabilities		1,623,145		1,587,938
Shareholders’ Equity:
Common Stock – par value $0.01 per share; Authorized 25,000,000 shares; issued and outstanding 6,637,979 shares at March 31, 2022 and 6,620,955 at December 31, 2021		66		66
Surplus		23,712		23,661
Retained earnings		150,207		145,487
Accumulated other comprehensive loss		(36,907)		(27,314)
Total Shareholders’ Equity		137,078		141,900
Total Liabilities and Shareholders’ Equity	$	1,760,223	$	1,729,838

See accompanying notes to the consolidated financial statements

Table of Contents

First United Corporation and Subsidiaries

Consolidated ~~Statement~~Statements of Operations

(In thousands, except per share data)


	Three Months Ended
	March 31,
	2022		2021

	(Unaudited)
Interest income
Interest and fees on loans	$	12,432	$	12,732
Interest on investment securities
Taxable		1,406		990
Exempt from federal income tax		282		275
Total investment income		1,688		1,265
Other		27		65
Total interest income		14,147		14,062
Interest expense
Interest on deposits:
Savings		18		25
Interest-bearing transaction accounts		152		342
Other time		305		779
Total interest on Deposits		475		1,146
Interest on short-term borrowings		18		24
Interest on long-term borrowings		313		656
Total Interest Expense		806		1,826
Net Interest income		13,341		12,236
Provision/(credit) for loan losses		(419)		110
Net interest income after provision for loan losses		13,760		12,126
Other operating income
Net gains on investments, available for sale		3		—
Net gains on sale of residential mortgage loans		21		588
Net gains on disposal of fixed assets		28		—
Net gains		52		588
Other Income
Service charges on deposit accounts		465		405
Other service charges		213		211
Trust department		2,189		2,241
Debit card income		886		810
Bank owned life insurance		292		286
Brokerage commissions		220		268
Other		117		117
Total other income		4,382		4,338
Total other operating income		4,434		4,926
Other operating expenses
Salaries and employee benefits		5,968		4,988
FDIC premiums		174		183
Equipment expense		1,044		851
Occupancy expense of premises		727		725
Data processing expense		821		726
Marketing expense		106		146
Professional services		520		766
Contract labor		165		148
Telephone		114		215
Other real estate owned		95		(412)
Investor relations		96		124
Settlement expense		—		3,300
Contributions		21		23
Other		727		740
Total other operating expenses		10,578		12,523
Income before income tax expense		7,616		4,529

Table of Contents

Nine Months Ended

September 30,

2021

2020

(Unaudited)
Interest income

Interest and fees on loans

$
39,496

$
39,192
Interest on investment securities

Taxable

2,864

3,612
Exempt from federal income tax

809

809
Total investment income

3,673

4,421
Other

239

360
Total interest income

43,408

43,973
Interest expense

Interest on deposits

2,877

4,997
Interest on short-term borrowings

67

68
Interest on long-term borrowings

1,840

2,463
Total interest expense

4,784

7,528
Net interest income

38,624

36,445
Provision for loan losses

68

4,981
Net interest income after provision for loan losses

38,556

31,464
Other operating income

Net gains on investments, available for sale

154

622
Net gains on investments, held to maturity

(54)

60
Gains on sale of residential mortgage loans

996

1,480
Gains/(losses) on disposal of fixed assets

16

(151)
Net gains

1,112

2,011
Other Income

Service charges on deposit accounts

1,292

1,439
Other service charges

664

517
Trust department

6,441

5,355
Debit card income

2,623

2,052
Bank owned life insurance

877

961
Brokerage commissions

854

713
Other

835

374
Total other income

13,586

11,411
Total other operating income

14,698

13,422
Other operating expenses

Salaries and employee benefits

16,214

16,244
FDIC premiums

575

404
Equipment

2,837

2,871
Occupancy

2,102

2,200
Data processing

2,420

3,155
Marketing

408

405
Professional services

3,276

2,506
Contract labor

486

480
Line rentals

606

654
Other real estate owned

(460)

3
Investor relations

546

1,160
Settlement expense

3,300

—
FHLB prepayment penalty

2,368

—
Other

2,308

2,890
Total other operating expenses

36,986

32,972
Income before income tax expense

16,268

11,914
Provision for income tax expense

4,047

2,629
Net Income

$
12,221

$
9,285
Basic net income per share

$
1.81

$
1.32
Diluted net income per share

$
1.81

$
1.32
Weighted average number of basic shares outstanding

6,741

7,008
Weighted average number of diluted shares outstanding

6,746

7,019
Dividends declared per common share

$
0.45

$
0.39

Provision for income tax expense		1,901		1,099
Net Income	$	5,715	$	3,430
Basic net income per share	$	0.86	$	0.49
Diluted net income per share	$	0.86	$	0.49
Weighted average number of basic shares outstanding		6,628		6,996
Weighted average number of diluted shares outstanding		6,636		7,000
Dividends declared per common share	$	0.15	$	0.15

See accompanying notes to the consolidated financial statements

Table of Contents

First United Corporation and Subsidiaries

Consolidated ~~Statement~~Statements of ~~Operations~~Comprehensive Loss

(In ~~thousands, except per share data)~~thousands)

Three Months Ended

September 30,

2021

2020

(Unaudited)
Interest income

Interest and fees on loans

$
13,667

$
12,940
Interest on investment securities

Taxable

880

960
Exempt from federal income tax

266

276
Total investment income

1,146

1,236
Other

97

77
Total interest income

14,910

14,253
Interest expense

Interest on deposits

732

1,515
Interest on short-term borrowings

17

19
Interest on long-term borrowings

536

817
Total interest expense

1,285

2,351
Net interest income

13,625

11,902
Provision for loan losses

(597)

160
Net interest income after provision for loan losses

14,222

11,742
Other operating income

Net gains on investments, available for sale

—

575
Net gains on investments, held to maturity

(54)

—
Gains on sale of residential mortgage loans

136

734
Gains on disposal of fixed assets

—

(133)
Net gains

82

1,176
Other Income

Service charges on deposit accounts

475

447
Other service charges

232

195
Trust department

2,166

1,871
Debit card income

900

738
Bank owned life insurance

298

373
Brokerage commissions

229

234
Other

223

120
Total other income

4,523

3,978
Total other operating income

4,605

5,154
Other operating expenses

Salaries and employee benefits

5,719

5,378
FDIC premiums

209

201
Equipment

1,032

978
Occupancy

684

707
Data processing

819

1,130
Marketing

129

122
Professional services

615

602
Contract labor

153

180
Line rentals

123

216
Other real estate owned

150

6
Investor relations

116

54
FHLB prepayment penalty

2,368

—
Other

910

966
Total other operating expenses

13,027

10,540
Income before income tax expense

5,800

6,356
Provision for income tax expense

1,412

1,396
Net Income

$
4,388

$
4,960
Basic net income per common share

$
0.66

$
0.70
Diluted net income per common share

$
0.66

$
0.70
Weighted average number of basic shares outstanding

6,617

6,988
Weighted average number of diluted shares outstanding

6,624

6,993
Dividends declared per common share

$
0.15

$
0.13

~~See accompanying notes to the consolidated financial statements~~

~~Table of Contents~~

~~First United Corporation and Subsidiaries~~

~~Consolidated Statement of Comprehensive Income~~

~~(In thousands)~~

Nine Months Ended

September 30,

2021

2020
Comprehensive Income

(Unaudited)
Net Income

$
12,221

$
9,285
Other comprehensive income, net of tax and reclassification adjustments:

Net unrealized gains/(losses) on investments with OTTI

2,286

(1,025)
Net unrealized (losses)/gains on all other AFS securities

(3,799)

1,336
Net unrealized gains on HTM securities

110

548
Net unrealized gains/(losses) on cash flow hedges

450

(972)
Net unrealized gains on pension

919

131
Net unrealized gains on SERP

165

102
Other comprehensive income, net of tax

131

120
Comprehensive income

$
12,352

$
9,405

Three Months Ended

September 30,

2021

2020
Comprehensive Income (in thousands)

(Unaudited)
Net Income

$
4,388

$
4,960
Other comprehensive income, net of tax and reclassification adjustments:

Net unrealized gains on investments with OTTI

513

481
Net unrealized losses on all other AFS securities

(518)

(656)
Net unrealized gains on HTM securities

31

54
Net unrealized gains on cash flow hedges

79

72
Net unrealized (losses)/gains on pension

(424)

1,647
Net unrealized gains on SERP

55

34
Other comprehensive (loss)/income, net of tax

(264)

1,632
Comprehensive income

$
4,124

$
6,592



	Three Months Ended
	March 31,
	2022		2021

Comprehensive Loss	(Unaudited)
Net Income	$	5,715	$	3,430
Other comprehensive income, net of tax and reclassification adjustments:
Available for sale securities:
Unrealized holding gains on investments with OTTI	$	141	$	363
Reclassification adjustment for accretable yield realized in income		50		50
Other comprehensive income on investments with OTTI		91		313

Unrealized holding losses on all other AFS investments	$	(10,844)	$	(7,105)
Unrealized holding losses on securities transferred from available for sale to held to maturity		8,328		—
Reclassification adjustment for gains realized in income		3		—
Other comprehensive losses on all other AFS investments		(2,519)		(7,105)

Held to Maturity Securities
Unrealized holding losses on securities transferred to held to maturity	$	(8,328)	$	—
Reclassification adjustment for amortization realized in income		(94)		(61)
Other comprehensive (losses)/income on HTM investments		(8,234)		61

Cash flow hedges:
Unrealized holding gains on cash flow hedges	$	839	$	532
Reclassification adjustment for gains realized in income		—		—
Other comprehensive income on cash flow hedges		839		532

Pension plan liability:
Unrealized holding losses on pension plan liability	$	(3,620)	$	(190)
Reclassification adjustment for amortization of unrecognized loss realized in income		(279)		(372)
Other comprehensive (losses)/income on pension plan liability		(3,341)		182

SERP liability:
Unrealized holding losses on SERP liability	$	(68)	$	(75)
Reclassification adjustment for amortization of prior service costs realized in income		—		1
Other comprehensive losses on SERP liability		68		74

Other comprehensive losses before income tax		(13,096)		(5,943)
Income tax benefit related to other comprehensive income		3,503		1,608

Other comprehensive loss, net of tax		(9,593)		(4,335)
Comprehensive Loss	$	(3,878)	$	(905)

See accompanying notes to the consolidated financial statements

Table of Contents

First United Corporation and Subsidiaries

Consolidated ~~Statement~~Statements of Changes in Shareholders’ Equity

(In thousands, except per share data)


	Common Stock		Surplus		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders' Equity
Balance at January 1, 2022	$	66	$	23,661	$	145,487	$	(27,314)	$	141,900
Net income						5,715				5,715
Other comprehensive loss								(9,593)		(9,593)
Stock based compensation				(4)						(4)
Common stock issued - 15,456 shares				55						55
Common stock dividend declared - $0.15 per share						(995)				(995)
Balance at March 31, 2022	$	66	$	23,712	$	150,207	$	(36,907)	$	137,078


	Common Stock		Surplus		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders' Equity		Common Stock		Surplus		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders' Equity
Balance at January 1, 2021	$	70	$	30,149	$	129,691	$	(28,863)	$	131,047	$	70	$	30,149	$	129,691	$	(28,863)	$	131,047
Net income						3,430				3,430						3,430				3,430
Other comprehensive loss								(4,335)		(4,335)								(4,335)		(4,335)
Stock based compensation				50						50				50						50
Common stock issued - 2,956 shares				46						46				46						46
Common stock dividend declared - $0.15 per share						(1,049)				(1,049)						(1,049)				(1,049)
Balance at March 31, 2021	$	70	$	30,245	$	132,072	$	(33,198)	$	129,189	$	70	$	30,245	$	132,072	$	(33,198)	$	129,189
Net income						4,403				4,403
Other comprehensive income								4,730		4,730
Stock based compensation				296						296
Common stock issued - 3,261 shares				56						56
Common stock repurchase - 400,000 shares		(4)		(7,175)						(7,179)
Common stock dividend declared - $0.15 per share						(939)				(939)
Balance at June 30, 2021	$	66	$	23,422	$	135,536	$	(28,468)	$	130,556
Net income						4,388				4,388
Other comprehensive loss								(264)		(264)
Stock based compensation				43						43
Common stock issued - 3,337 shares				57						57
Common stock dividend declared - $0.15 per share						(993)				(993)
Balance at September 30, 2021	$	66	$	23,522	$	138,931	$	(28,732)	$	133,787

See accompanying notes to the consolidated financial statements

Table of Contents

~~First United Corporation and Subsidiaries~~

~~Consolidated Statement of Changes in Shareholders’ Equity~~

~~(In thousands, except per share data)~~

Common
Stock

Surplus

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Total
Shareholders'
Equity
Balance at January 1, 2020

$
71

$
32,359

$
119,481

$
(25,971)

$
125,940
Net income

1,755

1,755
Other comprehensive loss

(5,632)

(5,632)
Stock based compensation

98

98
Common stock issued - 2,167 shares

52

52
Stock repurchase - 145,291 shares

(1)

(2,753)

(2,754)
Common stock dividend declared - $0.13 per share

(910)

(910)
Balance at March 31, 2020

$
70

$
29,756

$
120,326

$
(31,603)

$
118,549
Net income

2,570

2,570
Other comprehensive income

4,120

4,120
Stock based compensation

71

71
Common stock issued - 3,465 shares

47

47
Common stock dividend declared - $0.13 per share

(904)

(904)
Balance at June 30, 2020

$
70

$
29,874

$
121,992

$
(27,483)

$
124,453
Net income

4,960

4,960
Other comprehensive income

1,632

1,632
Stock based compensation

52

52
Common stock issued - 4,245 shares

49

49
Common stock dividend declared -
$0.13 per share

(909)

(909)
Balance at September 30, 2020

$
70

$
29,975

$
126,043

$
(25,851)

$
130,237

~~See accompanying notes to the consolidated financial statements~~

~~Table of Contents~~

First United Corporation and Subsidiaries

Consolidated ~~Statement~~Statements of Cash Flows

(In thousands)

Nine Months Ended

September 30,

2021

2020

(Unaudited)
Operating activities

Net income

$
12,221

$
9,285
Adjustments to reconcile net income to net cash provided by operating activities:

Provision for loan losses

68

4,981
Depreciation

2,453

2,463
Stock based compensation

445

221
Gains on sales of other real estate owned

(594)

(93)
Write-(ups)\downs of other real estate owned

(160)

102
Originations of loans held for sale

(23,618)

(54,039)
Proceeds from sale of loans held for sale

27,758

52,057
Gains from sale of loans held for sale

(942)

(1,480)
(Gains)/losses on disposal of fixed assets

(16)

151
Net amortization of investment securities discounts and premiums- AFS

790

212
Net amortization of investment securities discounts and premiums- HTM

276

225
Gains on sales/calls of investment securities – AFS

(154)

(622)
Losses/(gains) on investment securities – HTM

54

(60)
Earnings on Bank owned life insurance

(877)

(961)
Amortization of deferred loan fees

(3,228)

(1,908)
Operating lease asset

77

216
Increase in accrued interest receivable and other assets

(1,638)

(2,624)
Deferred tax (benefit)/expense

(48)

—
Operating lease liability

(104)

(228)
Increase in accrued interest payable and other liabilities

(2,326)

(96)
Net cash provided by operating activities

10,437

7,802
Investing activities

Proceeds from maturities/calls of investment securities - AFS

40,045

40,572
Proceeds from maturities/calls of investment securities - HTM

12,286

43,226
Proceeds from sales of investment securities - AFS

13,687

30,831
Purchases of investment securities - AFS

(65,101)

(92,440)
Purchases of investment securities - HTM

(6,332)

(18,633)
Proceeds from sales of other real estate owned

3,477

514
Proceeds from disposal of fixed assets

39

728
Net decrease/(increase) in restricted stock

3,439

(53)
Net decrease/(increase) in loans

67,908

(139,367)
Purchases of loans

(58,943)

—
Purchases of premises and equipment

(826)

(1,322)
Net cash provided by/(used in) investing activities

9,679

(135,944)
Financing activities

Net increase in deposits

22,128

235,253
Issuance of common stock

103

148
Cash dividends on common stock

(2,898)

(2,739)
Net increase in short-term borrowings

23,236

3,861
Stock repurchase

(7,179)

(2,754)
Net decrease in long-term borrowings

(70,000)

—
Net cash (used in)/provided by financing activities

(34,610)

233,769
(Decrease)/increase in cash and cash equivalents

(14,494)

105,627
Cash and cash equivalents at beginning of the year

149,432

49,979
Cash and cash equivalents at end of period

$
134,938

$
155,606
Supplemental information

Interest paid

$
5,033

$
7,610
Taxes paid

$
4,637

$
625
Non-cash investing activities:

Transfers from loans to other real estate owned

$
—

$
183


	Three Months Ended
	March 31,
	2022		2021

	(Unaudited)
Operating activities
Net income	$	5,715	$	3,430
Adjustments to reconcile net income to net cash provided by operating activities:
Provision (credit) for loan losses		(419)		110
Depreciation		820		819
Stock based compensation		(4)		50
Gains on sales of other real estate owned		—		(491)
Write-downs of other real estate owned		—		4
Originations of loans held for sale		(963)		(12,702)
Proceeds from sale of loans held for sale		911		15,406
Gains from sale of loans held for sale		(21)		(588)
Gains on disposal of fixed assets		(28)		—
Net amortization of investment securities discounts and premiums- AFS		83		317
Net (accretion)/amortization of investment securities discounts and premiums- HTM		(165)		61
Amortization of intangible assets		52		—
Gains on sales/calls of investment securities – AFS		(3)		—
Earnings on Bank owned life insurance		(292)		(286)
Amortization of deferred loan fees		(113)		(776)
Amortization of operating lease right of use asset		86		(87)
Increase in accrued interest receivable and other assets		105		947
Deferred tax expense/(benefit)		549		(209)
Operating lease liability		(95)		77
(Decrease)/increase in accrued interest payable and other liabilities		(3,143)		1,811
Net cash provided by operating activities		3,075		7,893
Investing activities
Proceeds from maturities/calls of investment securities - AFS		5,063		20,793
Proceeds from maturities/calls of investment securities - HTM		3,260		5,176
Proceeds from sales of investment securities - AFS		1,023		—
Purchases of investment securities - AFS		(12,892)		(5,010)
Purchases of investment securities - HTM		(49,456)		(6,332)
Proceeds from sales of other real estate owned		—		2,339
Proceeds from disposal of fixed assets		30		—
Net decrease in restricted stock		3		814
Net increase in loans		(28,030)		(29,180)
Purchases of premises and equipment		(126)		(235)
Net cash used in investing activities		(81,125)		(11,635)
Financing activities
Net increase in deposits		38,181		45,897
Issuance of common stock		55		46
Cash dividends on common stock		(993)		(910)
Net increase in short-term borrowings		1,203		2,294
Net cash provided by financing activities		38,446		47,327
(Decrease)/increase in cash and cash equivalents		(39,604)		43,585
Cash and cash equivalents at beginning of the year		115,720		149,432
Cash and cash equivalents at end of period	$	76,116	$	193,017
Supplemental information
Interest paid	$	840	$	2,581
Taxes paid	$	2,568	$	88
Non-cash investing activities:
Transfers from securities available for sale to held to maturity	$	139,036	$	—

See accompanying notes to the consolidated financial statements

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FIRST UNITED CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 – Basis of Presentation

The ~~accompanying unaudited~~financial information is presented in accordance with generally accepted accounting principles and general practice for financial institutions in the United States of America (“U.S. GAAP”). In preparing financial statements, management is required to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities as of the date of financial statements. In addition, these estimates and assumptions affect revenues and expenses in the financial statements and as such, actual results could differ from those estimates.

Material estimates that are particularly susceptible to change include: (a) the allowance for loan losses and (b) fair values of available for sale debt securities based on estimates from independent valuation services or from brokers.

Transfers of Investment Securities from Available-for-Sale to Held-to-Maturity

Transfers of debt securities into the held-to-maturity category from the available-for-sale category are made at fair value at the date of transfer. The unrealized holding gain or loss at the date of transfer is retained in other comprehensive income and in the carrying value of the held-to-maturity securities. Such amounts are amortized over the remaining expected life of thesecurity.

Principles of Consolidation

The consolidated financial statements include the accounts of First United Corporation, the Bank, the OakFirst Loan Centers, First OREO Trust and ~~its consolidated subsidiaries, including First United Bank & Trust (the “Bank”),~~FUBT OREO I, LLC. All significant inter-company accounts and transactions have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, as required by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 270, ~~Interim Reporting~~, and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and footnotes required for annual financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting of normal recurring items, have been included. eliminated.

Certain prior period balances have been reclassified to conform to the current period presentation. Operating results for the three ~~and nine~~ month ~~periods~~period ended ~~September 30, 2021~~March 31, 2022 are not necessarily indicative of the results that may be expected for the full year or for any future interim period. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in First United Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

As used in these notes, the terms “the Corporation” “we”, “us”, and “our” refer to First United Corporation and, unless the context clearly requires otherwise, its consolidated subsidiaries.

The Corporation has evaluated events and transactions occurring subsequent to the statement of financial condition date of ~~September 30, 2021~~March 31, 2022 for items that should potentially be recognized or disclosed in these financial statements.

~~Note 2 – COVID-19~~

The COVID-19 pandemic has adversely impacted our business and financial results and that of many of our customers, and the ultimate impact will depend on future developments, which are highly uncertain, cannot be predicted, and are largely outside of our control, including the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic. The COVID-19 pandemic has created extensive disruptions to the global and U.S. economies and to the lives of individuals throughout the world. Governments, businesses, and the public are taking unprecedented actions to contain the spread of COVID-19 and to mitigate its effects, including closures of businesses and schools, fiscal and monetary stimulus, and legislation designed to deliver financial aid and other relief. While the scope, duration, and full effects of COVID-19 are not fully known, the pandemic and the efforts to contain it have disrupted global economic activity, adversely affected the functioning of financial markets, impacted market interest rates, increased economic and market uncertainty, and disrupted trade and supply chains.

Congress, the President, and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) have taken several actions designed to cushion the economic fallout. Most notably, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), a $2 trillion legislative package, was signed into law at the end of March 2020. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors, such as by providing funds for loans under the Paycheck Protection Program (the “PPP”) administered by the Small Business Administration (the “SBA”). Section 4013 of the CARES Act, “Temporary Relief from Troubled Debt Restructurings,” provides banks the option to temporarily suspend certain requirements under U.S. GAAP related to trouble debt restructurings (“TDRs”) for a limited period of time to account for the effects of COVID-19. Additionally, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (the “Economic Aid Act”) was enacted on December 27, 2020 and provided for a second round of PPP loans. The PPP Extension Act of 2021, which was enacted on March 30, 2021, extended the PPP application deadline to May 31, 2021 and provided the SBA with additional time to process applications through June 30, 2021. Also, the Consolidated Appropriations Act (the “CAA”) passed on December 27, 2020, which, among other things, extended the provisions of Section 4013 of the CARES Act to January 1, 2022. The Federal Reserve’s actions have included cutting the federal funds rate 150 basis points and targeting a 0 to 25 basis point rate. In addition to the general impact of the COVID-19 pandemic, certain provisions of the CARES Act as well as other legislative and regulatory relief efforts are expected to have a material impact on the Corporation’s operations.

109

Table of Contents

During the first nine months of 2021, we continued to assist our business customers with the PPP loan forgiveness process and to originate additional PPP loans through the third round of funding. We remained diligent in protecting our associates and customers from the lingering effects of the pandemic, delaying opening our lobbies until April 1, 2021. During the third quarter, we made the decision to reclose our lobbies as COVID cases increased in most of our markets and staffing was at reduced levels. Many of our sales and support employees continue to work remotely as we have adjusted to a hybrid work environment. We have continued to monitor our market areas, maintaining travel protocols and utilizing safety precautions while continuing to provide full banking services to our customers.

~~Paycheck Protection Program~~

~~The Corporation continues to actively participate in the PPP. On January 19, 2021, the SBA implemented a third round of funding for PPP loans.~~

During 2020, the Corporation originated a total of $148.5 million in PPP loans under the first and second rounds of funding, consisting of 1,174 loans with an average loan size of $162 thousand. During 2021, the Corporation originated a total of $66.1 million in PPP loans under the third round of funding, consisting of 870 loans with an average loan size of $80 thousand.

~~Net PPP origination fees recognized in the first nine months of 2021 were $3.2 million due to amortization and forgiveness, compared to $2.4 million in 2020.~~

During 2020, 290 PPP loans, totaling $34.5 million were forgiven, resulting in 885 loans with a remaining balance of $114.0 million at December 31, 2020. During the first nine months of 2021, an additional 1,384 PPP loans originated under all three rounds, with an aggregate principal balance of $150.0 million, were forgiven, resulting in 371 loans with a total remaining balance of $30.3 million at September 30, 2021.

Of the 2,046 PPP loans originated by the Corporation since the PPP’s inception, 1,675 loans, totaling $184.9 million, have been forgiven through the end of third quarter 2021, representing 86% of the number of loans originated and 82% of originated principal balances.

~~COVID Modifications~~

While the COVID-19 pandemic has had an impact on most industries, some have been more affected than others. In accordance with Section 4013 of the CARES Act and related regulatory pronouncements, we have not accounted for modifications of loans affected by the pandemic as troubled debt restructurings (“TDRs”) nor have we designated them as past due or nonaccrual.

As of October 15, 2021, modified loans not treated as TDRs consisted of 11 commercial loans relating to real estate rental, food services and health care sectors and one mortgage loan, with an aggregate balance of $9.9 million. These loans are scheduled to return to contractual payment terms within the next quarter.

Note 32 – Earnings Per Common Share

Basic earnings per common share is derived by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period and does not include the effect of any potentially dilutive common stock equivalents. Diluted earnings per share is derived by dividing net income available to common shareholders by the weighted-average number of shares outstanding, adjusted for the dilutive effect of outstanding common stock equivalents, such as restricted stock units (“RSUs”). ~~At September 30, 2021, there were RSUs relating to 7,073 time-vested shares of common stock outstanding.~~ There were 0 anti-dilutive shares outstanding at ~~September 30, 2021~~March 31, 2022 or ~~2020.~~2021.

The following table sets forth the calculation of basic and diluted earnings per common share for the three month periods ended March 31, 2022 and 2021:


	Three months ended March 31,
	2022					2021
			Average	Per Share				Average	Per Share
(in thousands, except for per share amount)	Income		Shares	Amount		Income		Shares	Amount
Basic Earnings Per Share:

Net income	$	5,715	6,628	$	0.86	$	3,430	6,996	$	0.49

Diluted Earnings Per Share:

Restricted stock units			8					4

Net income	$	5,715	6,636	$	0.86	$	3,430	7,000	$	0.49

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Note 3 – Investments

The following table shows a comparison of amortized cost and fair values of investment securities at March 31, 2022 and December 31, 2021:



(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		OTTI in AOCL
March 31, 2022
Available for Sale:
U.S. government agencies	$	11,070	$	—	$	772	$	10,298	$	—
Residential mortgage-backed agencies		48,319		—		4,021		44,298		—
Commercial mortgage-backed agencies		38,907		—		2,674		36,233		—
Collateralized mortgage obligations		27,994		—		1,997		25,997		—
Obligations of states and political subdivisions		8,351		114		1		8,464		—
Corporate bonds		1,000		—		—		1,000		—
Collateralized debt obligations		18,616		145		1,442		17,319		(570)
Total available for sale	$	154,257	$	259	$	10,907	$	143,609	$	(570)

(in thousands)	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value		OTTI in AOCL
March 31, 2022
Held to Maturity:
U.S. treasuries	$	37,012	$	—	$	953	$	36,059	$	—
U.S. government agencies		67,527		—		4,522		63,005		—
Residential mortgage-backed agencies		29,068		14		1,324		27,758		—
Commercial mortgage-backed agencies		26,525		28		1,171		25,382		—
Collateralized mortgage obligations		58,490		—		2,967		55,523		—
Obligations of states and political subdivisions		23,034		4,519		254		27,299		—
Total held to maturity	$	241,656	$	4,561	$	11,191	$	235,026	$	—

Table of Contents

~~The following tables set forth the calculation of basic and diluted earnings per common share for the nine and three months periods ended September 30, 2021 and 2020:~~

Nine months ended September 30,

2021

2020




Average

Per Share



Average

Per Share
(in thousands, except for per share amount)

Income

Shares

Amount

Income

Shares

Amount
Basic Earnings Per Share:

Net income

$
12,221

6,741

$
1.81

$
9,285

7,008

$
1.32

Diluted Earnings Per Share:

Net income

$
12,221

6,746

$
1.81

$
9,285

7,019

$
1.32


(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		OTTI in AOCL
December 31, 2021
Available for Sale:
U.S. government agencies	$	69,602	$	66	$	2,499	$	67,169	$	—
Residential mortgage-backed agencies		49,630		—		969		48,661		—
Commercial mortgage-backed agencies		51,694		175		1,001		50,868		—
Collateralized mortgage obligations		93,018		84		3,025		90,077		—
Obligations of states and political subdivisions		12,439		371		6		12,804		—
Collateralized debt obligations		18,609		112		1,529		17,192		(660)
Total available for sale	$	294,992	$	808	$	9,029	$	286,771	$	(660)

(in thousands)	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value		OTTI in AOCL
December 31, 2021
Held to Maturity:
Residential mortgage-backed agencies	$	30,634	$	649	$	436	$	30,847	$	—
Commercial mortgage-backed agencies		5,456		145		—		5,601		—
Obligations of states and political subdivisions		20,169		8,752		—		28,921		—
Total held to maturity	$	56,259	$	9,546	$	436	$	65,369	$	—

Three months ended September 30,

2021

2020

Average

Per Share

Average

Per Share
(in thousands, except for per share amount)

Income

Shares

Amount

Income

Shares

Amount
Basic Earnings Per Share:

Net income

$
4,388

6,617

$
0.66

$
4,960

6,988

$
0.70

Diluted Earnings Per Share:

Net income

$
4,388

6,624

$
0.66

$
4,960

6,993

$
0.70

The Corporation reassessed classification of certain investments and, effective February 1, 2022, the Corporation transferred $139.0 million of callable agencies, obligation of state and political subdivisions, and collateralized mortgage obligations from available for sale to held to maturity securities. The transfer occurred at fair value. The related unrealized loss of $8.4 million included in other comprehensive loss remained in other comprehensive loss, to be amortized out of other comprehensive loss with an offsetting entry to interest income as a yield adjustment over the remaining term of the securities. NaN gain or loss was recorded at the time of transfer.

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~~Note 4 – Investments~~

The following table shows ~~a comparison of amortized cost~~the Corporation’s investment securities with gross unrealized and unrecognized losses and fair values ~~of investment securities~~ at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021, aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position:


											Less than 12 months					12 months or more
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		OTTI in AOCL		Fair Value		Unrealized Losses		Number of Investments	Fair Value		Unrealized Losses		Number of Investments
September 30, 2021
March 31, 2022
Available for Sale:
U.S. government agencies	$	55,527	$	235	$	2,028	$	53,734	$	—	$	8,661		409	2		1,637		363	1
Residential mortgage-backed agencies		30,936		21		603		30,354		—		27,175		2,023	3		17,123		1,998	2
Commercial mortgage-backed agencies		55,980		224		695		55,509		—		27,640		1,819	7		8,593		855	2
Collateralized mortgage obligations		70,766		104		1,791		69,079		—		17,359		1,157	9		8,637		840	1
Obligations of states and political subdivisions		9,402		394		—		9,796		—		2,673		1	1		—		—	—
Collateralized debt obligations		18,586		95		1,589		17,092		(715)		—		—	—		10,566		1,442	5
Total available for sale	$	241,197	$	1,073	$	6,706	$	235,564	$	(715)	$	83,508	$	5,409	22	$	46,556	$	5,498	11

											Less than 12 months					12 months or more
(in thousands)											Fair Value		Unrecognized Losses		Number of Investments	Fair Value		Unrecognized Losses		Number of Investments
March 31, 2022												��
Held to Maturity:
Residential mortgage-backed agencies	$	32,113	$	882	$	394	$	32,601	$	—
Commercial mortgage-backed agencies		9,697		335		—		10,032		—
Obligations of states and political subdivisions		20,169		8,905		—		29,074		—
Total held to maturity	$	61,979	$	10,122	$	394	$	71,707	$	—
December 31, 2020
Available for Sale:
U.S. treasuries											$	36,059		953	4	$	—	$	—	—
U.S. government agencies	$	75,856	$	899	$	322	$	76,433	$	—		63,005	$	4,522	9		—		—	—
Residential mortgage-backed agencies		22,999		—		100		22,899		—		14,874		340	29		7,791		984	3
Commercial mortgage-backed agencies		32,549		529		36		33,042		—		20,641		1,171	2		—		—	—
Collateralized mortgage obligations		70,372		266		1		70,637		—		55,523		2,967	7		—		—	—
Obligations of states and political subdivisions		10,144		470		—		10,614		—		2,611		254	1		—		—	—
Collateralized debt obligations		18,544		—		5,284		13,260		(3,839)
Total available for sale	$	230,464	$	2,164	$	5,743	$	226,885	$	(3,839)
Held to Maturity:
Residential mortgage-backed agencies	$	34,597	$	1,173	$	38	$	35,732	$	—
Commercial mortgage-backed agencies		11,716		587		—		12,303		—
Collateralized mortgage obligations		1,348		58		—		1,406		—
Obligations of states and political subdivisions		20,602		7,569		—		28,171		—
Total held to maturity	$	68,263	$	9,387	$	38	$	77,612	$	—	$	192,713	$	10,207	52	$	7,791	$	984	3

Table of Contents

The following table shows the Corporation’s investment securities with gross unrealized losses and fair values at September 30, 2021 and December 31, 2020, aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position:


	Less than 12 months					12 months or more					Less than 12 months					12 months or more
(in thousands)	Fair Value		Unrealized Losses		Number of Investments	Fair Value		Unrealized Losses		Number of Investments	Fair Value		Unrealized Losses		Number of Investments	Fair Value		Unrealized Losses		Number of Investments
September 30, 2021
December 31, 2021
Available for Sale:
U.S. government agencies	$	—	$	—	—	$	34,325	$	2,028	6	$	23,577	$	122	3	$	33,972	$	2,377	6
Residential mortgage-backed agencies		20,582		603	2		—		—	—		29,507		257	3		19,154		712	2
Commercial mortgage-backed agencies		41,647		480	5		7,725		215	1		32,177		787	4		5,211		214	1
Collateralized mortgage obligations		65,329		1,791	8		—		—	—		24,322		649	5		43,076		2,376	5
Obligations of states and political subdivisions												3,046		6	1		—		—	—
Collateralized debt obligations		—		—	—		10,397		1,589	5		—		—	—		10,468		1,529	5
Total available for sale	$	127,558	$	2,874	15	$	52,447	$	3,832	12	$	112,629	$	1,821	16	$	111,881	$	7,208	19


											Less than 12 months					12 months or more
(in thousands)											Fair Value		Unrecognized Losses		Number of Investments	Fair Value		Unrecognized Losses		Number of Investments
December 31, 2021
Held to Maturity:
Residential mortgage-backed agencies		8,500		394	3		—		—	—	$	7,395	$	291	6	$	2,782	$	145	1
Total held to maturity	$	8,500	$	394	3	$	—	$	—	—	$	7,395	$	291	6	$	2,782	$	145	1
December 31, 2020
Available for Sale:
U.S. government agencies	$	39,611	$	322	7	$	—	$	—	—
Residential mortgage-backed agencies		22,899		100	2		—		—	—
Commercial mortgage-backed agencies		16,034		36	1		—		—	—
Collateralized mortgage obligations		39,628		1	4		—		—	—
Collateralized debt obligations		—		—	—		13,260		5,284	9
Total available for sale	$	118,172	$	459	14	$	13,260	$	5,284	9
Held to Maturity:
Residential mortgage-backed agencies	$	2,973	$	38	1	$	—	$	—	—
Total held to maturity	$	2,973	$	38	1	$	—	$	—	—

Management systematically evaluates securities for impairment on a quarterly basis. Based upon application of ~~accounting guidance for subsequent measurement in ASC~~Accounting Standards Codification (“ASC”) Topic 320 ~~(ASC Section~~(Section 320-10-35), management ~~assesses~~must assess whether (a) the Corporation has the intent to sell athe security ~~being evaluated~~ and (b) it is more likely than not that the Corporation will be required to sell the security prior to ~~the~~its anticipated ~~recovery of any decline in fair value.~~recovery. If neither applies, then ~~any decline~~declines in the fair value of securities below ~~the security’s~~their cost that isare considered an other-than-temporary ~~decline is~~declines are split into two components. The first ~~component~~ is the loss attributable to declining credit quality. Credit losses are recognized in earnings as realized losses in the period in which the impairment determination is made. The second component consists of all other losses. The other losses ~~which~~ are recognized in other comprehensive ~~loss.~~income. In estimating other than temporary impairment (“OTTI”) ~~losses,~~charges, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) adverse conditions specifically related to the security, an industry, or a geographic area, (3) the historic and implied volatility of the ~~fair value of the~~ security, (4) changes in the rating of ~~the~~a security by a rating agency, (5) recoveries or additional declines in fair value subsequent to the balance sheet date, (6) failure of the issuer of the security to make scheduled interest ~~or principal~~ payments, and (7) the payment structure of the debt security and the likelihood of the issuer being able to make payments that increase in the future. ~~Management also monitors~~Due to the duration and the significant market value decline in the pooled trust preferred securities held in our portfolio, we performed more extensive testing on these securities for purposes of evaluating whether or not an OTTI has occurred.

A cash flow ~~projections for securities that are considered beneficial interests under the guidance of ASC Subtopic 325-40,~~ ~~Investments – Other – Beneficial Interests in Securitized Financial Assets~~~~, (ASC Section 325-40-35).~~

~~Management believes that the valuation of certain securities~~analysis is ~~a critical accounting policy that requires significant estimates in preparation~~performed quarterly on each of the ~~Corporation’s consolidated financial statements. Management utilizes~~collateralized debt obligation (“CDO”) investment securities. In performing the detailed cash flow analysis the Bank works with an independent third party to ~~prepare both~~estimate expected cash flows and assist with the ~~impairment valuations and fair value determinations for the Corporation’s collateralized debt obligation (“CDO”) portfolio consisting~~evaluation of ~~pooled trust preferred securities. See Note 7 for a discussion of the methodology used by management to determine the fair values of these securities. Based upon a review of credit quality and the~~OTTI. The cash flow ~~tests~~analyses performed byincluded the ~~independent third party, management determined that there were no securities that had credit-related OTTI charges during the first nine months of 2021 or 2020.~~following assumptions:

●

Default probabilities vary for each investment.

●

Recoveries of 10% for banks and 15% for insurance companies with a two-year lag on all defaults and deferrals.

●

No prepayments for 5 years and then 5% per annum for the remaining life of the investment.

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●

Our investment securities have been modeled using the above assumptions by independent third party using the forward London Inter-bank Offered Rate (“LIBOR”)

Based upon a review of credit quality and the cash flow tests performed by the independent third party, management determined that no additional credit-related OTTI was required during the first three months of 2022.

Management performs due diligence on the third-party processes and has an adequate understanding of the analysis, assumptions and methodology used by the third party to prepare the fair value determination and the OTTI evaluation. Management reviews the qualifications of the third party and believes the third party is qualified to provide the analysis and pricing determinations. Quarterly, management reviews the third party’s detailed assumptions and analyzes its projected discounted present value results for reasonableness and consistency with the trend of prior projections. Annually, management performs stress tests of the assumptions used in the third party models and performs back tests of the assumptions and prepayment projections to validate the impairment model results. As a result of its due diligence process, the fair value presented and the OTTI recognized are appropriate. A total of $3.0 million in impairment losses were realized between calendar year 2009 and calendar year 2011 on the CDO portfolio remaining at March 31, 2022. Due to the prior credit impairment, the securities in this portfolio have continued to be evaluated to determine whether any additional OTTI has occurred. Based on management’s review of the third-party evaluations, there were no material differences in the relative valuations between March 31, 2022 and December 31, 2021.

Due to the duration and market value decline in the pooled trust preferred securities held in our portfolio, we performed more extensive testing on these securities for purposes of evaluating whether or not OTTI has occurred.

The ~~Corporation believes~~market for these securities as of March 31, 2022 was not active and markets for similar securities were also not active. The inactivity was evidenced first by a significant widening of the bid-ask spread in the brokered markets in which these securities trade and then by a significant decrease in the volume of trades relative to historical levels. The new issue market is also inactive, as no new CDOs have been issued since 2007. There are currently very few market participants who are willing to effect transactions in these securities. The market values for these securities, or any securities other than those issued or guaranteed by the U.S. Department of the Treasury (the “Treasury”), are very depressed relative to historical levels. Therefore, in the current market, a low market price for a particular bond may only provide evidence of stress in the credit markets in general rather than being an indicator of credit problems with a particular issue. Given the conditions in the current debt markets and the absence of observable transactions in the secondary and new issue markets, management has determined that (a) the ~~investment securities~~few observable transactions and market quotations that are available are not reliable for the purpose of obtaining fair value at March 31, 2022, (b) an income valuation approach technique (i.e. present value) that maximizes the use of relevant unobservable inputs and minimizes the use of observable inputs will be equally or more representative of fair value than a market approach, and (c) the CDO segment is appropriately classified within Level 3 of the valuation hierarchy because management determined that significant adjustments were inrequired to determine fair value at the measurement date.

Management utilizes an ~~unrealized loss position at September 30, 2021 do not represent other-than-temporary impairment. The Corporation~~independent third party to prepare both the evaluations of OTTI and the fair value determinations for the CDO portfolio. Management does not ~~intend to sell, nor is it anticipated~~believe that there were any material differences in the ~~Corporation will be required to sell, any of its impaired investment securities at a loss.~~OTTI evaluations and pricing between December 31, 2021 and March 31, 2022.

The following ~~tables present~~table presents a cumulative roll-forward of the amount of non-cash OTTI charges related to credit losses that have been recognized in earnings for the trust preferred securities held in the CDO portfolio during the ~~nine and~~ three month periods ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ that the Corporation does not intend to sell:

Nine Months Ended

September 30,
(in thousands)

2021

2020
Balance of credit-related OTTI at January 1

$
2,244

$
2,446
Reduction for increases in cash flows expected to be collected

(151)

(151)
Balance of credit-related OTTI at September 30

$
2,093

$
2,295

Three Months Ended

September 30,
(in thousands)

2021

2020
Balance of credit-related OTTI at July 1

$
2,143

$
2,345
Reduction for increases in cash flows expected to be collected

(50)

(50)
Balance of credit-related OTTI at September 30

$
2,093

$
2,295

The amortized cost and estimated fair value of securities by contractual maturity at September 30, 2021 are shown in the following table. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.

September 30, 2021
(in thousands)

Amortized
Cost

Fair
Value
Contractual Maturity

Available for Sale:

Due after one year through five years

$
4,404

$
4,466
Due after five years through ten years

10,057

10,198
Due after ten years

69,054

65,958

83,515

80,622
Residential mortgage-backed agencies

30,936

30,354
Commercial mortgage-backed agencies

55,980

55,509
Collateralized mortgage obligations

70,766

69,079
Total available for sale

$
241,197

$
235,564
Held to Maturity:

Due after ten years

$
20,169

$
29,074
Residential mortgage-backed agencies

32,113

32,601
Commercial mortgage-backed agencies

9,697

10,032
Collateralized mortgage obligations

—

—
Total held to maturity

$
61,979

$
71,707


	Three Months Ended
	March 31,
(in thousands)	2022		2021
Balance of credit-related OTTI at January 1	$	2,043	$	2,244
Reduction for increases in cash flows expected to be collected		(50)		(50)
Balance of credit-related OTTI at March 31	$	1,993	$	2,194

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The amortized cost and estimated fair value of securities by contractual maturity at March 31, 2022 are shown in the following table. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.



	March 31, 2022
(in thousands)	Amortized Cost		Fair Value
Available for Sale:
Due after one year through five years	$	8,370	$	8,217
Due after five years through ten years		5,564		5,312
Due after ten years		25,103		23,552
		39,037		37,081
Residential mortgage-backed agencies		48,319		44,298
Commercial mortgage-backed agencies		38,907		36,233
Collateralized mortgage obligations		27,994		25,997
Total available for sale	$	154,257	$	143,609
Held to Maturity:
Due after one year through five years	$	49,512	$	48,077
Due after five years through ten years		14,319		13,553
Due after ten years	$	63,742	$	64,733
		127,573		126,363
Residential mortgage-backed agencies		29,068		27,758
Commercial mortgage-backed agencies		26,525		25,382
Collateralized mortgage obligations		58,490		55,523
Total held to maturity	$	241,656	$	235,026

Note 54 – Loans and Related Allowance for Loan Losses

The following table summarizes the primary segments of the loan portfolio at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:



(in thousands)	Commercial Real Estate		Acquisition and Development		Commercial and Industrial		Residential Mortgage		Consumer		Total		Commercial Real Estate		Acquisition and Development		Commercial and Industrial		Residential Mortgage		Consumer		Total
September 30, 2021
March 31, 2022
Individually evaluated for impairment	$	7,343	$	842	$	—	$	2,985	$	18	$	11,188	$	2,316	$	612	$	—	$	2,603	$	—	$	5,531
Collectively evaluated for impairment		364,442		131,414		195,758		402,900		56,166		1,150,680		388,820		132,419		194,914		397,101		62,616		1,175,870
Total loans	$	371,785	$	132,256	$	195,758	$	405,885	$	56,184	$	1,161,868	$	391,136	$	133,031	$	194,914	$	399,704	$	62,616	$	1,181,401
December 31, 2020
December 31, 2021
Individually evaluated for impairment	$	3,330	$	842	$	—	$	3,185	$	102	$	7,459	$	2,365	$	629	$	90	$	2,644	$	—	$	5,728
Collectively evaluated for impairment		365,846		116,119		266,745		375,985		35,658		1,160,353		371,926		127,448		180,886		402,042		65,657		1,147,959
Total loans	$	369,176	$	116,961	$	266,745	$	379,170	$	35,760	$	1,167,812	$	374,291	$	128,077	$	180,976	$	404,686	$	65,657	$	1,153,687

The commercial and industrial portfolio in the table above includes ~~$30.3~~$1.3 million and ~~$114.0~~$7.7 million of ~~PPP~~Paycheck Protection Program (“PPP”) loans at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, which are 100% guaranteed by the SBA, and 0 allowance for loan loss (“ALL”) has been assigned to them.

Table of Contents

The following table presents the classes of the loan portfolio summarized by the aggregate ~~Pass~~pass and the criticized categories of ~~Special Mention~~special mention and ~~Substandard~~substandard within the internal risk rating system at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:



(in thousands)	Pass		Special Mention		Substandard		Total		Pass		Special Mention		Substandard		Total
September 30, 2021
March 31, 2022
Commercial real estate
Non owner-occupied	$	172,977	$	13,054	$	6,209	$	192,240	$	182,504	$	6,504	$	12,387	$	201,395
All other CRE		171,556		1,407		6,582		179,545		182,968		2,330		4,443		189,741
Acquisition and development
1-4 family residential construction		20,321		—		—		20,321		27,177		—		—		27,177
All other A&D		111,496		—		439		111,935		105,258		215		381		105,854
Commercial and industrial		178,724		6,087		10,947		195,758		175,253		4,992		14,669		194,914
Residential mortgage
Residential mortgage - term		338,745		—		6,282		345,027		335,872		—		5,356		341,228
Residential mortgage - home equity		60,141		—		717		60,858		57,744		—		732		58,476
Consumer		56,056		—		128		56,184		62,457		—		159		62,616
Total	$	1,110,016	$	20,548	$	31,304	$	1,161,868	$	1,129,233	$	14,041	$	38,127	$	1,181,401
December 31, 2020
December 31, 2021
Commercial real estate
Non owner-occupied	$	178,670	$	5,526	$	6,322	$	190,518	$	173,299	$	12,987	$	6,077	$	192,363
All other CRE		166,504		5,664		6,490		178,658		174,395		2,357		5,176		181,928
Acquisition and development
1-4 family residential construction		18,920		—		—		18,920		19,924		—		—		19,924
All other A&D		97,648		17		376		98,041		107,532		218		403		108,153
Commercial and industrial		245,185		8,867		12,693		266,745		161,429		5,071		14,476		180,976
Residential mortgage
Residential mortgage - term		309,177		283		6,117		315,577		338,832		—		5,624		344,456
Residential mortgage - home equity		62,804		—		789		63,593		59,533		—		697		60,230
Consumer		35,648		3		109		35,760		65,557		—		100		65,657
Total	$	1,114,556	$	20,360	$	32,896	$	1,167,812	$	1,100,501	$	20,633	$	32,553	$	1,153,687

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due.

The increase of $6.3 million in the substandard category was related to one large relationship in the nursing care sector that was downgraded from special mention in the first quarter of 2022. This relationship continues to perform according to its contractual terms and is not considered impaired.

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The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and non-accrual loans at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


(in thousands)	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days+ Past Due		Total Past Due and Accruing		Non- Accrual		Total Loans		Current		30-59 Days Past Due		60-89 Days Past Due		90 Days+ Past Due		Total Past Due and Accruing		Non- Accrual		Total Loans
September 30, 2021
March 31, 2022
Commercial real estate
Non owner-occupied	$	187,770	$	—	$	—	$	—	$	—	$	4,470	$	192,240	$	201,395	$	—	$	—	$	—	$	—	$	—	$	201,395
All other CRE		178,880		118		—		—		118		547		179,545		189,165		503		—		—		503		73		189,741
Acquisition and development
1-4 family residential construction		20,321		—		—		—		—		—		20,321		27,177		—		—		—		—		—		27,177
All other A&D		111,540		—		—		—		—		395		111,935		105,473		—		—		—		—		381		105,854
Commercial and industrial		195,383		375		—		—		375		—		195,758		194,681		230		3		—		233		—		194,914
Residential mortgage
Residential mortgage - term		342,242		76		975		154		1,205		1,580		345,027		339,090		590		61		—		651		1,487		341,228
Residential mortgage - home equity		60,149		213		65		—		278		431		60,858		57,737		299		49		—		348		391		58,476
Consumer		55,794		304		33		35		372		18		56,184		62,159		281		139		37		457				62,616
Total	$	1,152,079	$	1,086	$	1,073	$	189	$	2,348	$	7,441	$	1,161,868	$	1,176,877	$	1,903	$	252	$	37	$	2,192	$	2,332	$	1,181,401
December 31, 2020
December 31, 2021
Commercial real estate
Non owner-occupied	$	190,510	$	—	$	—	$	—	$	—	$	8	$	190,518	$	192,363	$	—	$	—	$	—	$	—	$	—	$	192,363
All other CRE		177,360		408		—		—		408		890		178,658		181,847		—		—		—		—		81		181,928
Acquisition and development
1-4 family residential construction		18,920		—		—		—		—		—		18,920		19,924		—		—		—		—		—		19,924
All other A&D		97,660		5		—		10		15		366		98,041		107,763		—		—		—		—		390		108,153
Commercial and industrial		266,708		37		—		—		37		—		266,745		180,676		132		78		—		210		90		180,976
Residential mortgage
Residential mortgage - term		312,500		63		670		710		1,443		1,634		315,577		340,429		159		2,222		148		2,529		1,498		344,456
Residential mortgage - home equity		63,036		80		63		—		143		414		63,593		59,485		238		104		—		342		403		60,230
Consumer		35,473		230		26		4		260		27		35,760		65,208		268		29		152		449		—		65,657
Total	$	1,162,167	$	823	$	759	$	724	$	2,306	$	3,339	$	1,167,812	$	1,147,695	$	797	$	2,433	$	300	$	3,530	$	2,462	$	1,153,687

The current ~~status~~category of commercial and industrial loans includes ~~$30.3~~$1.3 million and ~~$114.0~~$7.7 million of PPP loans at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

Non-accrual loans that have been subject to partial charge-offs totaled ~~$0.5~~$0.6 million at ~~September 30, 2021~~March 31, 2022 and ~~$0.4~~$0.5 million at December 31, ~~2020.~~2021. Loans secured by 1-4 family residential real estate properties in the process of foreclosure totaled $0.2 million at ~~September 30, 2021~~both March 31, 2022 and ~~$0.4 million at~~ December 31, ~~2020. Foreclosure and repossession activities were temporarily suspended as a result of COVID-19 but resumed during the third quarter~~ 2021. Management continues to conform to federal and state mandates relative to the foreclosure processes for both Federal Backed and Non-Federal Backed mortgages. As a percentage of the loan portfolio, accruing loans past due 30 days or more decreased to ~~0.20%, including PPP loans, or 0.21% excluding PPP loans, compared to 0.20%~~0.19% at March 31, 2022 from 0.31% at December 31, ~~2020.~~2021.

1718

Table of Contents

The following table summarizes the primary segments of the ALL at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, segregated by the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment:



(in thousands)	Commercial Real Estate		Acquisition and Development		Commercial and Industrial		Residential Mortgage		Consumer		Unallocated		Total		Commercial Real Estate		Acquisition and Development		Commercial and Industrial		Residential Mortgage		Consumer		Unallocated		Total
September 30, 2021
March 31, 2022
Individually evaluated for impairment	$	187	$	—	$	—	$	16	$	2	$	—	$	205	$	—	$	—	$	—	$	35	$	—	$	—	$	35
Collectively evaluated for impairment	$	6,539	$	2,910	$	2,400	$	3,582	$	840	$	430	$	16,701	$	5,922	$	2,542	$	2,513	$	2,910	$	940	$	430	$	15,257
Total ALL	$	6,726	$	2,910	$	2,400	$	3,598	$	842	$	430	$	16,906	$	5,922	$	2,542	$	2,513	$	2,945	$	940	$	430	$	15,292
December 31, 2020
December 31, 2021
Individually evaluated for impairment	$	4	$	13	$	—	$	40	$	—	$	—	$	57	$	—	$	—	$	28	$	36	$	—	$	—	$	64
Collectively evaluated for impairment	$	5,539	$	2,326	$	2,584	$	5,110	$	370	$	500	$	16,429	$	6,032	$	2,615	$	2,432	$	3,448	$	934	$	430	$	15,891
Total ALL	$	5,543	$	2,339	$	2,584	$	5,150	$	370	$	500	$	16,486	$	6,032	$	2,615	$	2,460	$	3,484	$	934	$	430	$	15,955

The evaluation of the need and amount of a specific allocation of the ALL and whether a loan can be removed from impairment status is made on a quarterly basis.

1819

Table of Contents

The following table presents impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not required at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


	Impaired Loans with Specific Allowance				Impaired Loans with No Specific Allowance		Total Impaired Loans				Impaired Loans with Specific Allowance				Impaired Loans with No Specific Allowance		Total Impaired Loans
(in thousands)	Recorded Investment		Related Allowances		Recorded Investment		Recorded Investment (1)		Unpaid Principal Balance		Recorded Investment		Related Allowances		Recorded Investment		Recorded Investment (1)		Unpaid Principal Balance
September 30, 2021
March 31, 2022
Commercial real estate
Non owner-occupied	$	1,715	$	187	$	2,863	$	4,578	$	4,578	$	—	$	—	$	105	$	105	$	105
All other CRE		—		—		2,765		2,765		2,765		—		—		2,211		2,211		2,211
Acquisition and development
1-4 family residential construction		—		—		245		245		245		—		—		231		231		231
All other A&D		—		—		597		597		1,806		—		—		381		381		1,590
Commercial and industrial		—		—		—		—		2,214		—		—		—		—		2,214
Residential mortgage
Residential mortgage – term		261		10		2,293		2,554		2,615		328		30		1,884		2,212		2,273
Residential mortgage – home equity		46		6		385		431		450		46		5		345		391		391
Consumer		18		2		—		18		20		—		—		—		—		—
Total impaired loans	$	2,040	$	205	$	9,148	$	11,188	$	14,693	$	374	$	35	$	5,157	$	5,531	$	9,015
December 31, 2020
December 31, 2021
Commercial real estate
Non owner-occupied	$	111	$	4	$	8	$	119	$	119	$	—	$	—	$	106	$	106	$	106
All other CRE		—		—		3,211		3,211		3,211		—		—		2,259		2,259		2,259
Acquisition and development
1-4 family residential construction		—		—		266		266		266		—		—		239		239		239
All other A&D		276		13		300		576		1,724		—		—		390		390		1,599
Commercial and industrial		—		—		—		—		2,214		90		28		—		90		2,304
Residential mortgage
Residential mortgage – term		936		34		1,910		2,846		3,031		344		31		1,897		2,241		2,302
Residential mortgage – home equity		76		6		339		415		447		46		5		357		403		422
Consumer		—		—		26		26		51		—		—		—		—		—
Total impaired loans	$	1,399	$	57	$	6,060	$	7,459	$	11,063	$	480	$	64	$	5,248	$	5,728	$	9,231

(1)

Recorded investment consists of unpaid principal balance, net of charge-offs, interest payments received applied to principal and unamortized deferred loan origination fees and cost.

~~Table of Contents~~

~~The following tables present the activity~~Loans that are collectively evaluated for impairment are analyzed with general allowances being made as appropriate. For general allowances, historical loss trends are used in the ~~ALL~~estimation of losses in the current portfolio. These historical loss amounts are modified by other qualitative factors.

The classes described above, which are based on the Federal call code assigned to each loan, provide the starting point for the ~~nine~~ALL analysis. Management tracks the historical net charge-off activity (full and ~~three month periods ended September 30, 2021~~partial charge-offs, net of full and ~~2020:~~partial recoveries) at the call code level. A historical charge-off factor is calculated utilizing a defined number of consecutive historical quarters. Consumer pools currently utilize a rolling twelve quarters, while Commercial pools currently utilize a rolling eight quarters.

(in thousands)

Commercial
Real Estate

Acquisition
and
Development

Commercial
and
Industrial

Residential
Mortgage

Consumer

Unallocated

Total
ALL balance at January 1, 2021

$
5,543

$
2,339

$
2,584

$
5,150

$
370

$
500

$
16,486
Charge-offs

—

(85)

—

(141)

(266)

—

(492)
Recoveries

—

172

511

49

112

—

844
Provision

1,183

484

(695)

(1,460)

626

(70)

68
ALL balance at September 30, 2021

$
6,726

$
2,910

$
2,400

$
3,598

$
842

$
430

$
16,906
ALL balance at January 1, 2020

$
2,882

$
3,674

$
1,341

$
3,828

$
312

$
500

$
12,537
Charge-offs

—

(1,144)

(232)

(108)

(274)

—

(1,758)
Recoveries

69

29

149

66

116

—

429
Provision

2,343

(136)

926

1,621

227

—

4,981
ALL balance at September 30, 2020

$
5,294

$
2,423

$
2,184

$
5,407

$
381

$
500

$
16,189

(in thousands)

Commercial
Real Estate

Acquisition
and
Development

Commercial
and
Industrial

Residential
Mortgage

Consumer

Unallocated

Total
ALL balance at July 1, 2021

$
5,675

$
2,500

$
2,944

$
4,859

$
590

$
500

$
17,068
Charge-offs

—

(4)

—

(59)

(91)

—

(154)
Recoveries

—

62

473

20

34

—

589
Provision

1,051

352

(1,017)

(1,222)

309

(70)

(597)
ALL balance at September 30, 2021

$
6,726

$
2,910

$
2,400

$
3,598

$
842

$
430

$
16,906
ALL balance at July 1, 2020

$
4,527

$
4,498

$
1,997

$
5,106

$
386

$
500

$
17,014
Charge-offs

—

(1,113)

—

(10)

(51)

—

(1,174)
Recoveries

3

7

133

18

28

—

189
Provision

764

(969)

54

293

18

—

160
ALL balance at September 30, 2020

$
5,294

$
2,423

$
2,184

$
5,407

$
381

$
500

$
16,189

~~The ALL is based on estimates, and actual~~Management supplements the historical charge-off factor with a number of additional qualitative factors that are likely to cause estimated credit losses ~~may vary~~associated with the existing loan pools to differ from ~~current estimates. Management believes that the granularity of the homogeneous pools and the related~~ historical loss ~~ratios~~experience. The additional factors, which are evaluated quarterly and ~~other qualitative factors, as well as the consistency~~updated using information obtained from internal, regulatory, and governmental sources, are: (a) national and local economic trends and conditions; (b) levels of and trends in ~~the application~~delinquency rates and non-accrual loans; (c) trends in volumes and terms of ~~assumptions, result~~loans; (d) effects of changes in ~~an ALL that is representative~~lending policies; (e) experience, ability, and depth of ~~the risk found in the components~~lending staff; (f) value of ~~the portfolio at any given date.~~underlying collateral; and (g) concentrations of credit from a loan type, industry and/or geographic standpoint.

Table of Contents

Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process to make appropriate and timely adjustments to the ALL. When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL. Residential mortgage and consumer loans are charged off after they are 120 days contractually past due. All other loans are charged off based on an evaluation of the facts and circumstances of each individual loan. When the Bank believes that its ability to collect is solely dependent on the liquidation of the collateral, a full or partial charge-off is recorded promptly to bring the recorded investment to an amount that the Bank believes is supported by an ability to collect on the collateral. The circumstances that may impact the Bank’s decision to charge-off all or a portion of a loan include default or non-payment by the borrower, scheduled foreclosure actions, and/or prioritization of the Bank’s claim in bankruptcy. There may be circumstances where due to pending events, the Bank will place a specific allocation of the ALL on a loan for which a partial charge-off has been previously recognized. This specific allocation may be either charged-off or removed depending upon the outcome of the pending event. Full or partial charge-offs are not recovered until full principal and interest on the loan have been collected, even if a subsequent appraisal supports a higher value. In most cases, loans with partial charge-offs remain in non-accrual status. Both full and partial charge-offs reduce the recorded investment of the loan and the ALL and are considered to be charge-offs for purposes of all credit loss metrics and trends, including the historical rolling charge-off rates used in the determination of the ALL.

The following tables present the ~~average recorded investment~~activity in ~~impaired loans by class and related interest income recognized~~the ALL for the three month periods ~~indicated:~~ended March 31, 2022 and 2021:

Nine months ended

For the year ended

Nine months ended

September 30, 2021

December 31, 2020

September 30, 2020
(in thousands)

Average
investment

Interest income
recognized on
an accrual basis

Interest income
recognized on
a cash basis

Average
investment
Average
investment

Interest income
recognized on
an accrual basis

Interest income
recognized on
a cash basis
Commercial real estate

Non owner-occupied

$
3,518

$
9

$
—

$
131

$
134

$
6

$
—
All other CRE

2,984

95

—

3,203

3,201

109

—
Acquisition and development

1-4 family residential construction

256

9

—

278

282

9

—
All other A&D

599

9

—

6,709

8,243

9

1
Commercial and industrial

—

—

—

16

16

—

—
Residential mortgage

Residential mortgage – term

2,642

56

5

2,593

2,531

62

—
Residential mortgage – home equity

449

—

—

604

651

—

3
Consumer

17

—

—

20

18

—

—
Total

$
10,465

$
178

$
5

$
13,554

$
15,076

$
195

$
4



(in thousands)	Commercial Real Estate		Acquisition and Development		Commercial and Industrial		Residential Mortgage		Consumer		Unallocated		Total
ALL balance at January 1, 2022	$	6,032	$	2,615	$	2,460	$	3,484	$	934	$	430	$	15,955
Charge-offs		—		—		(48)		(9)		(246)		—		(303)
Recoveries		1		18		3		15		22		—		59
Provision		(111)		(91)		98		(545)		230		—		(419)
ALL balance at March 31, 2022	$	5,922	$	2,542	$	2,513	$	2,945	$	940	$	430	$	15,292
ALL balance at January 1, 2021	$	5,543	$	2,339	$	2,584	$	5,150	$	370	$	500	$	16,486
Charge-offs		—		(81)		—		(82)		(80)		—		(243)
Recoveries		—		101		36		17		47		—		201
Provision		(139)		64		211		(57)		31		—		110
ALL balance at March 31, 2021	$	5,404	$	2,423	$	2,831	$	5,028	$	368	$	500	$	16,554

Three months ended

Three months ended

September 30, 2021

September 30, 2020
(in thousands)

Average
investment

Interest income
recognized on
an accrual basis

Interest income
recognized on
a cash basis

Average
investment

Interest income
recognized on
an accrual basis

Interest income
recognized on
a cash basis
Commercial real estate

Non owner-occupied

$
4,631

$
3

$
—

$
127

$
3

$
—
All other CRE

2,787

26

—

3,278

36

—
Acquisition and development

1-4 family residential construction

249

3

—

276

3

—
All other A&D

602

3

—

8,158

3

—
Commercial and industrial

—

—

—

18

—

—
Residential mortgage

Residential mortgage – term

2,500

17

—

2,565

19

—
Residential mortgage – home equity

451

—

—

474

—

—
Consumer

9

—

—

33

—

—
Total

$
11,229

$
52

$
—

$
14,929

$
64

$
—

The ~~Bank modifies loan terms~~ALL is based on estimates, and actual losses may vary from current estimates. Management believes that the granularity of the homogeneous pools and the related historical loss ratios and other qualitative factors, as well as the consistency in the ~~normal course~~application of ~~business. Among other reasons, modifications might be made~~assumptions, result in an ~~effort to retain~~ALL that is representative of the ~~loan relationship, to remain competitive~~risk found in the current interest rate environment and/or to re-amortize or extend the loan’s term to better match the loan’s payment stream with the borrower’s cash flow. A modified loan is considered to be a TDR when the modification occurs in connection with a determination by the Bank that the borrower is troubled (i.e., experiencing financial difficulties). In deciding whether to modify a loan, the Bank evaluates the probability that the borrower will be in payment default on any of its debt obligations in the foreseeable future without modification. To make this determination, the Bank performs a global financial reviewcomponents of the ~~borrower and loan guarantors to assess their current abilities to meet their financial obligations.~~portfolio at any given date.

Table of Contents

~~Section 4013~~The following table presents the average recorded investment in impaired loans by class and related interest income recognized for the periods indicated:


	Three months ended						Three months ended
	March 31, 2022						March 31, 2021
(in thousands)	Average investment		Interest income recognized on an accrual basis		Interest income recognized on a cash basis		Average investment		Interest income recognized on an accrual basis		Interest income recognized on a cash basis
Commercial real estate
Non owner-occupied	$	106	$	3	$	—	$	2,406	$	3	$	—
All other CRE		2,235		23		—		3,182		35		—
Acquisition and development
1-4 family residential construction		235		4		—		263		3		—
All other A&D		386		—		—		596		3		—
Commercial and industrial		45		—		—		—		—		—
Residential mortgage
Residential mortgage – term		2,227		12		5		2,784		20		5
Residential mortgage – home equity		397		—		—		446		—		—
Consumer		—		—		—		25		—		—
Total	$	5,631	$	42	$	5	$	9,702	$	64	$	5

In the normal course of business, the Bank modifies loan terms for various reasons. These reasons may include as a retention strategy to compete in the current interest rate environment, and to re-amortize or extend a loan term to better match the loan’s payment stream with the borrower’s cash flows. A modified loan is considered to be a troubled debt restructuring (a “TDR”) when the Bank has determined that the borrower is troubled (i.e. experiencing financial difficulties) and a concession has been granted. The Bank evaluates the probability that the borrower will be in payment default on any of its debt in the foreseeable future without modification. To make this determination, the Bank performs a global financial review of the ~~CARES Act allows~~borrower and loan guarantors to assess their current ability to meet their financial ~~institutions~~obligations.

When the Bank restructures a loan to ~~suspend application of certain~~a troubled borrower, the loan terms (i.e. interest rate, payment, amortization period and/or maturity date) are modified in such a way to enable the borrower to cover the modified debt service payments based on current ~~TDRs accounting guidance under ASC 310-40~~financials and cash flow adequacy. If a borrower’s hardship is thought to be temporary, then modified terms are only offered for ~~loan modifications related to~~that time period. Where possible, the ~~COVID-19 pandemic made between March 1, 2020 and~~Bank obtains additional collateral and/or secondary payment sources at the ~~earlier of January 1, 2022 or 60 days after the end~~time of the ~~COVID-19 national emergency, provided certain criteria are met. This relief can be applied~~restructure in order to ~~loan modifications for borrowers that defer or delay~~put the ~~payment of principal or interest, or change~~Bank in the interest rate on the loan and that were not more than 30 days past due as of December 31, 2019. In April 2020, federal and state banking regulators issued the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus to provide further interpretation of when a borrower is experiencing financial difficulty, specifically indicating thatbest possible position if ~~the modification is either short-term (i.e., up to nine months) or mandated by a federal or state government in response to the COVID-19 pandemic,~~ the borrower is not ~~experiencing financial difficulty under ASC 310-40.~~able to meet the modified terms. To date, the Bank has not forgiven any principal as a restructuring concession. The ~~Corporation~~Bank will not offer modified terms if it believes that modifying the loan terms will only delay an inevitable permanent default.

All loans designated as TDRs are considered impaired loans and may be in either accruing or non-accruing status. If the loan was accruing at the time of the modification, then it continues to ~~prudently work with borrowers negatively impacted by the COVID-19 pandemic while managing credit risks and recognizing appropriate allowance for credit losses on its loan portfolio. See Note 2~~be in accruing status subsequent to the ~~financial statements included elsewhere~~modification. Non-accrual TDRs may return to accruing status when there has been sufficient payment performance for a period of at least six months. TDRs are considered to be in ~~this report~~payment default if, subsequent to modification, the loans are transferred to non-accrual status or to foreclosure. A loan may be removed from being reported as a TDR in the calendar year following the modification if the interest rate at the time of modification was consistent with the interest rate for ~~additional information.~~a loan with comparable credit risk and the loan has performed according to its modified terms for at least six months. Further, a loan that has been removed from TDR reporting status and has been subsequently re-modified at standard market terms, may be removed from impaired status as well.

The volume, type and performance of TDR activity is considered in the assessment of the local economic trend qualitative factor used in the determination of the ALL for loans that are evaluated collectively for impairment.

There were 1412 loans totaling ~~$3.8~~$3.2 million and ~~$4.0~~$3.3 million that were classified as TDRs at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. ~~The following tables present the volume and recorded investment in TDRs at the times they were modified, by class and type of modification that occurred during the periods indicated:~~

~~Table of Contents~~

During the nine month period ended September 30, 2021, there were 0 new TDRs and 3 existing TDRs that had reached their modification maturity date and was re-modified. The Bank had 0 significant commitments to lend additional funds to TDRs.

During the nine month period ended September 30, 2020, there were 0 new TDRs but 9 existing TDRs that had reached their modification maturity dates were re-modified. These modifications did not impact the ALL. During the nine months ended September 30, 2021 and 2020, there were 0 payment defaults.

~~The following tables present the volume and recorded investment in TDRs at the times they were modified, by class and type of modification that occurred during the periods indicated:~~

Temporary Rate
Modification

Extension of Maturity

Modification of Payment
and Other Terms
(in thousands)

Number of
Contracts

Recorded
Investment

Number of
Contracts

Recorded
Investment

Number of
Contracts

Recorded
Investment
Three months ended September 30, 2021

Commercial real estate

Non owner-occupied

—

$
—

—

$
—

—

$
—
All other CRE

—

—

—

—

—

—
Acquisition and development

1-4 family residential construction

—

—

—

—

—

—
All other A&D

—

—

1

202

—

—
Commercial and industrial

—

—

—

—

—

—
Residential mortgage

Residential mortgage – term

—

—

1

215

—

—
Residential mortgage – home equity

—

—

—

—

—

—
Consumer

—

—

—

—

—

—
Total

—

$
—

2

$
417

—

$
—

Temporary Rate
Modification

Extension of Maturity

Modification of Payment
and Other Terms
(in thousands)

Number of
Contracts

Recorded
Investment

Number of
Contracts

Recorded
Investment

Number of
Contracts

Recorded
Investment
Three months ended September 30, 2020

Commercial real estate

Non owner-occupied

—

$
—

—

$
—

—

$
—
All other CRE

—

—

—

—

—

—
Acquisition and development

1-4 family residential construction

—

—

—

—

—

—
All other A&D

—

—

1

213

—

—
Commercial and industrial

—

—

—

—

—

—
Residential mortgage

Residential mortgage – term

—

—

1

227

1

111
Residential mortgage – home equity

—

—

—

—

—

—
Consumer

—

—

—

—

—

—
Total

—

$
—

2

$
440

1

$
111

During the three month period ended September 30, 2021, there were 0 new TDRs and 2 existing TDRs that had reached their modification maturity dates and were re-modified. The Bank had 0 significant commitments to lend additional funds to TDR borrowers.

Table of Contents

During the three month ~~period~~periods ended ~~Sept 30, 2020,~~March 31, 2022 and 2021, there were 0 new TDRs ~~but 2~~and 0 modifications on existing TDRs, ~~that had reached their modification maturity dates~~nor were ~~re-modified. These re-modifications did not impact the ALL. During the three months ended September 30, 2021 and 2020,~~ there ~~were 0~~any payment defaults under existing TDRs. The Bank had no significant commitments to lend additional funds to TDR borrowers.

Note 65 - Other Real Estate Owned, net

The following table presents the components of other real estate owned (“OREO”) at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


(in thousands)	September 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Commercial real estate	$	900	$	945
Acquisition and development		5,763		8,441	$	4,477	$	4,477
Residential mortgage		—		—
Total OREO, net	$	6,663	$	9,386	$	4,477	$	4,477

The following table presents the activity in the OREO valuation allowance for the ~~nine and~~ three month periods ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:


	Nine Months Ended				Three Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
(in thousands)	2021		2020		2021		2020		2022		2021
Balance beginning of period	$	1,010	$	1,790	$	543	$	1,734	$	454	$	1,010
Fair value adjustment		(160)		102		—		63		—		4
Sales of OREO		(396)		(261)		(89)		(166)		—		(10)
Balance at end of period	$	454	$	1,631	$	454	$	1,631	$	454	$	1,004

The following table presents the components of OREO (income)/expenses, net, for the ~~nine and~~ three month periods ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:


	Nine Months Ended				Three Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
(in thousands)	2021		2020		2021		2020		2022		2021
(Gains)/losses on sale of real estate, net	$	(594)	$	(93)	$	2	$	(72)
Gains on sale of real estate, net									$	—	$	(491)
Fair value adjustment, net		(160)		102		—		63		—		4
Expenses, net		345		117		150		52		96		123
Rental and other income		(51)		(123)		(2)		(37)		(1)		(48)
Total OREO (income)/expense, net	$	(460)	$	3	$	150	$	6
Total OREO expenses/(income), net									$	95	$	(412)

Note 76 – Fair Value of Financial Instruments

The Corporation complies with the guidance of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements required under other accounting pronouncements. The Corporation also follows the guidance on matters relating to all financial instruments found in ASC Subtopic 825-10, Financial Instruments – Overall.

Fair value is defined as the price to sell an asset or to transfer a liability in an orderly transaction between willing market participants as of the measurement date. Fair value is best determined by values quoted through active trading markets. Active trading markets are characterized by numerous transactions of similar financial instruments between willing buyers and willing sellers. Because no active trading market exists for various types of financial instruments, many of the fair values disclosed were derived using present value discounted cash flows or other valuation techniques described below. As a result, the Corporation’s ability to actually realize these derived values cannot be assumed.

The Corporation measures fair values based on the fair value hierarchy established in ASC Paragraph 820-10-35-37. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1

2423

Table of Contents

measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of inputs that may be used to measure fair value under the hierarchy are as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets and liabilities. This level is the most reliable source of valuation.

Level 2: Quoted prices that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability. Level 2 inputs include inputs other than quoted prices that are observable for the asset or liability (for example, interest rates and yield curves at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates). It also includes inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs). Several sources are utilized for valuing these assets, including a contracted valuation service, Standard & Poor’s (“S&P”) evaluations and pricing services, and other valuation matrices.

Level 3: Prices or valuation techniques that require inputs that are both significant to the valuation assumptions and not readily observable in the market (i.e. supported with little or no market activity). Level 3 instruments are valued based on the best available data, some of which is internally developed, and consider risk premiums that a market participant would require.

The level established within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

~~Management believes that the Corporation’s valuation techniques~~ Transfers in and out of Level 1, 2 or 3 are ~~appropriate and consistent with the techniques used by other market participants. However, the use of different methodologies and assumptions could result in a different estimate of~~recorded at fair ~~values~~value at the beginning of the reporting date. The valuation techniques used by the Corporation to measure, on a recurring basis and on a non-recurring basis, the fair value of assets as of September 30, 2021 are discussed in the paragraphs that follow.period.

Investments – The investment portfolio is classified and accounted for based on the guidance of ASC Topic 320, Investments – Debt and Equity Securities.

The fair value of investments available-for-sale is determined using a market approach. ~~As of September 30,~~At March 31, 2022 and December 31, 2021, the U.S. Government agencies and treasuries, residential and commercial mortgage-backed securities, ~~collateralized mortgage obligations,~~ and ~~state and political subdivisions~~municipal bonds ~~excluding the tax increment financing (“TIF”) bonds, were~~segments are classified as Level 2 within the valuation hierarchy. Their fair values were determined based upon market-corroborated inputs and valuation matrices, which were obtained through third party data service providers or securities brokers through which ~~the Corporation has~~we have historically transacted both purchases and sales of investment securities. ~~The TIF bonds were classified as Level 3 within the valuation hierarchy as they are not openly traded.~~

The CDO segment, which consists of pooled trust preferred securities issued by banks, thrifts and insurance companies, is classified as Level 3 within the valuation hierarchy. At September 30, 2021, the Corporation owned 9 trust preferred securities with an amortized cost of $18.6 million and a fair value of $17.1 million. As of September 30, 2021, the market for these securities was not active and the markets for similar securities were also not active. Recent developments in the credit markets have had a negative impact on the market for CDOs. Specifically, as COVID-19 developed, which led to deteriorating performance of credit instruments, investors became less willing to buy a range of structured credit products. The result was massive spread-widening across a wide range of credit instruments, and for CDO bonds in particular. At present, we believe that it is not currently economically feasible to form new CDOs or restructure existing CDOs, as the market for CDO bonds has effectively disappeared. The market values for these securities or any securities other than those issued or guaranteed by the U.S. Department of the Treasury are depressed relative to historical levels. Therefore, in the current market, a low market price for a particular bond may only provide evidence of stress in the credit markets in general rather than being an indicator of credit problems with a particular issue. Given the conditions in the current debt markets and the absence of observable transactions in the secondary and new issue markets, management has determined that (a) the few observable transactions and market quotations that are available are not reliable for the purpose of obtaining fair value at September 30, 2021, (b) an income valuation approach technique (i.e. present value) that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs will be equally or more representative of fair value than a market approach, and (c) the CDO segment is appropriately classified within Level 3 of the valuation hierarchy because management determined that significant adjustments were required to determine fair value at the measurement date.

~~Table of Contents~~

Management uses an independent third party to prepare both the evaluations of OTTI as well as the fair value determinations for its CDO portfolio. Management believes that the valuations are adequately reflected at September 30, 2021.

The approach used by the third party to determine fair value involved several steps, which included detailed credit and structural evaluation of each piece of collateral in each bond, projection of default, recovery and prepayment/amortization probabilities for each piece of collateral in the bond, and discounted cash flow modeling. The discount rate methodology used by the third party combines a baseline current market yield for comparable corporate and structured credit products with adjustments based on evaluations of the differences found in structure and risks associated with actual and projected credit performance of each CDO being valued. Currently, the only active and liquid trading market that exists is for stand-alone trust preferred securities, with a limited market for highly-rated CDO securities that are more senior in the capital structure than the securities in the CDO portfolio. Therefore, adjustments to the baseline discount rate are also made to reflect the additional leverage found in structured instruments.

At September 30, 2021, these conditions had a minimal impact on the trust preferred bonds, although there has been a significant effect on several asset classes in the equity and fixed income markets related to COVID-19. Management will continue to review assumptions as they relate to the impact of COVID-19 during the remainder of the year.

Derivative financial instruments (Cash flow hedge) – The Corporation’s open derivative positions are interest rate swap agreements. Those classified as Level 2 open derivative positions are valued using externally developed pricing models based on observable market inputs provided by a third party and validated by management. The Corporation has considered counterparty credit risk in the valuation of its interest rate swap assets.

Impaired loans – ~~Fair value~~Loans included in the table below are those that are considered impaired with a specific allocation or with partial charge-offs, based upon the guidance of the ~~collateral dependent loans is~~loan impairment subsection of the Receivables Topic, ASC Section 310-10-35, under which the Corporation has measured impairment generally based on ~~the loan’s observable market price or~~ the fair value of the ~~collateral (less estimated selling costs). Collateral may be real estate and/or business assets such as equipment, inventory and/or accounts receivable. The~~loan’s collateral. Fair value consists of ~~business equipment, inventory~~the loan balance less its valuation allowance and ~~accounts receivable collateral~~ is generally determined based on ~~either~~independent third-party appraisals of the collateral or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values based upon the lowest level of input that is significant to the fair value measurements.

Equity Investment- Equity investments included in the table below are considered impaired with losses recognized on the income statement in net ~~book~~gains. Fair value of the ~~business’ financial statements or evaluations/appraisals obtained by the Bank. If necessary, these values may be discounted~~equity investment was based on ~~management’s review and analysis. Appraised and reported values may be discounted based on management’s historical experience, changes in market conditions from~~an independent third-party valuation report where the time of valuation, and/or management’s expertise and knowledge of the client and client’s business. Collateral dependent loans are reviewed and evaluated on at least a quarterly basis for additional individual reserve and adjusted accordingly,value was determined based on the ~~factors identified above~~.

revenue multiples of like kind information technology businesses. These assets are included as Level 3 fair values based upon the lowest level of input that is significant to the fair value measurements.

Other real estate owned – OREO included in the table below are considered impaired with specific write-downs. ~~OREO is adjusted to fair~~Fair value ~~upon acquisition~~of other real estate owned was based on independent third-party appraisals of the ~~real estate collateral. Subsequently, OREO is carried at~~properties. These values were determined based on the ~~lower~~sales prices of ~~carrying value or fair value. The estimated fair value for OREO~~similar properties in the approximate geographic area. These assets are included inas Level 3 fair values based upon the lowest level of input that is ~~determined by independent market based appraisals and other available market information, less costs~~significant to ~~sell, that may be reduced further based on market expectations or an executed sales agreement. If~~ the fair value of the collateral deteriorates subsequent to initial recognition, the Corporation records the OREO as a nonrecurring Level 3 adjustment. Valuation techniques are consistent with those techniques applied in prior periods.

measurements.

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For Level 3 assets and liabilities measured at fair value on a recurring and non-recurring basis as of September 30, 2021 and December 31, 2020, the significant unobservable inputs used in the fair value measurements were as follows:

(in thousands)

Fair Value at
September 30,
2021

Valuation
Technique

Significant
Unobservable
Inputs

Significant
Unobservable
Input Value
Recurring:

Investment Securities – available for sale

$
17,092

Discounted Cash Flow

Discount Rate

4.50%

Non-recurring:

Impaired Loans

$
2,002

Market Comparable Properties

Marketability Discount

10.0% - 15.0% (1) (weighted avg 10.5%)

Other Real Estate Owned

$
349

Market Comparable Properties

Marketability Discount

15.0%

(in thousands)

Fair Value at
December 31,
2020

Valuation
Technique

Significant
Unobservable
Inputs

Significant
Unobservable
Input Value
Recurring:

Investment Securities – available for sale

$
13,260

Discounted Cash Flow

Discount Rate

5.50%

Non-recurring:

Impaired Loans

$
1,465

Market Comparable Properties

Marketability Discount

10.0% - 15.0% (1) (weighted avg 12.5%)

Other Real Estate Owned

$
913

Market Comparable Properties

Marketability Discount

15.0%

~~(1)~~

~~Range would include discounts taken since appraisal and estimated values~~

~~Table of Contents~~

For assets measured at fair value on a recurring and non-recurring basis, the fair value measurements by level within the fair value hierarchy used at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 were as follows:



			Fair Value Measurements at September 30, 2021 Using							Fair Value Measurements at March 31, 2022 Using
			Quoted							Quoted
			Prices in	Significant						Prices in	Significant
	Assets/(liabilities)		Active Markets	Other		Significant		Assets/(liabilities)		Active Markets	Other		Significant
	Measured at		for Identical	Observable		Unobservable		Measured at		for Identical	Observable		Unobservable
	Fair Value		Assets	Inputs		Inputs		Fair Value		Assets	Inputs		Inputs
(in thousands)	09/30/21		(Level 1)	(Level 2)		(Level 3)		03/31/22		(Level 1)	(Level 2)		(Level 3)
Recurring:
Investment securities available-for-sale:
U.S. government agencies	$	53,734		$	53,734			$	10,298		$	10,298
Residential mortgage-backed agencies	$	30,354		$	30,354			$	44,298		$	44,298
Commercial mortgage-backed agencies	$	55,509		$	55,509			$	36,233		$	36,233
Collateralized mortgage obligations	$	69,079		$	69,079			$	25,997		$	25,997
Obligations of states and political subdivisions	$	9,796		$	9,796			$	8,464		$	8,464
Corporate bonds								$	1,000		$	1,000
Collateralized debt obligations	$	17,092				$	17,092	$	17,319				$	17,319
Financial derivatives	$	(727)		$	(727)			$	386		$	386
Non-recurring:
Impaired loans	$	2,002				$	2,002
Impaired loans, net								$	131				$	131
Equity Investment								$	590				$	590
Other real estate owned	$	349				$	349	$	—				$	—



			Fair Value Measurements at December 31, 2020 Using							Fair Value Measurements at December 31, 2021 Using
			Quoted							Quoted
			Prices in	Significant						Prices in	Significant
	Assets/(liabilities)		Active Markets	Other		Significant		Assets/(liabilities)		Active Markets	Other		Significant
	Measured at		for Identical	Observable		Unobservable		Measured at		for Identical	Observable		Unobservable
	Fair Value		Assets	Inputs		Inputs		Fair Value		Assets	Inputs		Inputs
(in thousands)	12/31/20		(Level 1)	(Level 2)		(Level 3)		12/31/21		(Level 1)	(Level 2)		(Level 3)
Recurring:
Investment securities available-for-sale:
U.S. government agencies	$	76,433		$	76,433			$	67,169		$	67,169
Residential mortgage-backed agencies	$	22,899		$	22,899			$	48,661		$	48,661
Commercial mortgage-backed agencies	$	33,042		$	33,042			$	50,868		$	50,868
Collateralized mortgage obligations	$	70,637		$	70,637			$	90,077		$	90,077
Obligations of states and political subdivisions	$	10,614		$	10,614			$	12,804		$	12,804
Collateralized debt obligations	$	13,260				$	13,260	$	17,192				$	17,192
Financial derivatives	$	(1,320)		$	(1,320)			$	(453)		$	(453)
Non-recurring:
Impaired loans	$	1,465				$	1,465
Impaired loans, net								$	408				$	408
Equity investment								$	590				$	590
Other real estate owned	$	913				$	913	$	349				$	349

~~There were 0 transfers of assets between any of~~At March 31, 2022, the fair value ~~hierarchy for~~of impaired loans with a valuation allowance or partial charge-off was $0.8 million, net of valuation allowances of $35,500 and partial charge-offs of $1.3 million. During the ~~nine~~three months ended March 31, 2022, changes to the valuation allowance or additional charge off activity was recorded on loans with a net balance of approximately $0.1 million. At December 31, 2021, the fair value of impaired loans with a valuation allowance or charge-off was $1.0 million, net of valuation allowances of $64,700 and ~~three month periods~~charge-offs of $1.3 million. During the year ended ~~September 30,~~December 31, 2021, changes to the valuation allowance or ~~2020.~~additional charge off activity was recorded on loans with a net balance of approximately $0.4 million.

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There were 0 transfers of assets between any of the fair value hierarchy for the three month periods ended March 31, 2022 or 2021.

For Level 3 assets and liabilities measured at fair value on a recurring and non-recurring basis as of March 31, 2022 and December 31, 2021, the significant unobservable inputs used in the fair value measurements were as follows:


(in thousands)	Fair Value at March 31, 2022		Valuation Technique	Significant Unobservable Inputs	Significant Unobservable Input Value
Recurring:
Investment Securities – available for sale -CDO	$	17,319	Discounted Cash Flow	Discount Rate	4.50%

Non-recurring:
Impaired Loans, net	$	131	Market Comparable Properties	Marketability Discount	10.0% - 15.0% (1) (weighted avg 0%)

Equity Investment	$	590	Market Method	Revenue Multiples	2.8x


(in thousands)	Fair Value at December 31, 2021		Valuation Technique	Significant Unobservable Inputs	Significant Unobservable Input Value
Recurring:
Investment Securities – available for sale -CDO	$	17,192	Discounted Cash Flow	Discount Rate	4.50%

Non-recurring:
Impaired Loans, net	$	408	Market Comparable Properties	Marketability Discount	10.0% - 15.0% (1) (weighted avg 13.2%)

Equity Investment	$	590	Market Method	Revenue Multiples	2.8x

Other Real Estate Owned	$	349	Market Comparable Properties	Marketability Discount	15.0%

(1)

Range would include discounts taken since appraisal and estimated values

Table of Contents

The following tables show a reconciliation of the beginning and ending balances for fair valued assets measured on a recurring basis using Level 3 significant unobservable inputs for the ~~nine and~~ three month periods ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:

Fair Value Measurements

Using Significant Unobservable Inputs

(Level 3)

Investment Securities
(in thousands)

Available for Sale
Beginning balance January 1, 2021

$
13,260
Total losses realized/unrealized:

Included in other comprehensive income

3,832
Ending balance September 30, 2021

$
17,092


			Fair Value Measurements
			Using Significant Unobservable Inputs
			(Level 3)
	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)		Investment Securities
(in thousands)	Investment Securities Available for Sale		Available for Sale
Beginning balance July 1, 2021	$	16,230
Total gains realized/unrealized:
Included in other comprehensive income		862
Ending balance September 30, 2021	$	17,092
Beginning balance January 1, 2022			$	17,192
Total losses realized/unrealized:
Included in other comprehensive loss				127
Ending balance March 31, 2022			$	17,319

Fair Value Measurements

Using Significant Unobservable Inputs

(Level 3)

Investment Securities
(in thousands)

Available for Sale
Beginning balance January 1, 2020

$
14,354
Total losses realized/unrealized:

Included in other comprehensive loss

(1,594)
Ending balance September 30, 2020

$
12,760


			Fair Value Measurements
			Using Significant Unobservable Inputs
			(Level 3)
	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)		Investment Securities
(in thousands)	Investment Securities Available for Sale		Available for Sale
Beginning balance July 1, 2020	$	11,952
Beginning balance January 1, 2021			$	13,260
Total losses realized/unrealized:
Included in other comprehensive income		808
Ending balance September 30, 2020	$	12,760
Included in other comprehensive loss				389
Ending balance March 31, 2021			$	13,649

There were 0 gains or losses included in earnings attributable to the change in realized/unrealized gains or losses related to the assets for the ~~nine and~~ three month periods ended ~~September 30, 2021~~March 31, 2022 or ~~2020.~~2021.

The disclosed fair values may vary significantly between institutions based on the estimates and assumptions used in the various valuation methodologies. The derived fair values are subjective in nature and involve uncertainties and significant judgment. Therefore, they cannot be determined with precision. Changes in the assumptions could significantly impact the derived estimates of fair value. Disclosure of non-financial assets such as buildings, as well as certain financial instruments such as leases is not required. Accordingly, the aggregate fair values presented do not represent the underlying value of the Corporation.

2927

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The following tables present fair value information about financial instruments, whether or not recognized in the Consolidated Statement of Financial Condition, for which it is practicable to estimate that value. The actual carrying amounts and estimated fair values of the Corporation’s financial instruments that are included in the Consolidated Statement of Financial Condition are as follows:


	September 30, 2021				Fair Value Measurements						March 31, 2022				Fair Value Measurements
					Quoted										Quoted
					Prices in		Significant								Prices in		Significant
					Active Markets		Other		Significant						Active Markets		Other		Significant
					for Identical		Observable		Unobservable						for Identical		Observable		Unobservable
	Carrying		Fair		Assets		Inputs		Inputs		Carrying		Fair		Assets		Inputs		Inputs
(in thousands)	Amount		Value		(Level 1)		(Level 2)		(Level 3)		Amount		Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets:
Cash and due from banks	$	129,062	$	129,062	$	129,062					$	71,211	$	71,211	$	71,211
Interest bearing deposits in banks		5,876		5,876		5,876						4,905		4,905		4,905
Investment securities - AFS		235,564		235,564			$	218,472	$	17,092		143,609		143,609			$	126,290	$	17,319
Investment securities - HTM		61,979		71,707				42,633		29,074		241,656		235,026				210,338		24,688
Restricted bank stock		1,029		N/A								1,026		N/A
Loans, net		1,143,791		1,135,878						1,135,878		1,166,002		1,132,057						1,132,057
Financial derivatives												386		386				386
Accrued interest receivable		5,034		5,034				948		4,086		5,075		5,075				989		4,086
Financial Liabilities:
Deposits - non-maturity		1,270,342		1,270,342				1,270,342				1,359,262		1,359,262				1,359,262
Deposits - time deposits		174,152		175,298				175,298				148,293		148,716				148,716
Financial derivatives		727		727				727
Short-term borrowed funds		72,396		72,396				72,396				58,902		58,902				58,902
Long-term borrowed funds		30,929		30,980				30,980				30,929		31,070				31,070
Accrued interest payable		142		142				142				103		103				103
Off balance sheet financial instruments		—		—		—


	December 31, 2020				Fair Value Measurements						December 31, 2021				Fair Value Measurements
					Quoted										Quoted
					Prices in		Significant								Prices in		Significant
					Active Markets		Other		Significant						Active Markets		Other		Significant
					for Identical		Observable		Unobservable						for Identical		Observable		Unobservable
	Carrying		Fair		Assets		Inputs		Inputs		Carrying		Fair		Assets		Inputs		Inputs
(in thousands)	Amount		Value		(Level 1)		(Level 2)		(Level 3)		Amount		Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets:
Cash and due from banks	$	146,673	$	146,673	$	146,673					$	109,823	$	109,823	$	109,823
Interest bearing deposits in banks		2,759		2,759		2,759						5,897		5,897		5,897
Investment securities - AFS		226,885		226,885			$	213,625	$	13,260		286,771		286,771			$	269,579	$	17,192
Investment securities - HTM		68,263		77,612				49,442		28,170		56,259		65,369				36,448		28,921
Restricted bank stock		4,468		N/A								1,029		1,029				1,029
Loans, net		1,149,596		1,150,186						1,150,186		1,137,440		1,122,671						1,122,671
Accrued interest receivable		6,241		6,241				907		5,334		4,821		4,821				4,821
Financial Liabilities:
Deposits - non-maturity		1,194,140		1,194,140				1,194,140				1,306,145		1,306,145				1,306,145
Deposits - time deposits		228,226		231,241				231,241				163,229		163,961				163,961
Financial derivative		1,320		1,320				1,320
Financial derivatives												453		453				453
Short-term borrowed funds		49,160		49,160				49,160				57,699		57,699				57,699
Long-term borrowed funds		100,929		104,825				104,825				30,929		31,085				31,085
Accrued interest payable		391		391				391				137		137				137
Off balance sheet financial instruments		—		—		—

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Table of Contents

Note 87 – Accumulated Other Comprehensive Loss

The following table presents the changes in each component of accumulated other comprehensive loss for the 12 months ended December 31, ~~2020,~~2021, and the three months ended March 31, ~~2021,~~ ~~the three months ended June 30, 2021, and the three months ended September 30, 2021~~:2022:


	Investment		Investment												Investment		Investment
	securities-		securities-		Investment										securities-		securities-		Investment
	with OTTI		all other		securities-		Cash Flow		Pension						with OTTI		all other		securities-		Cash Flow		Pension
(in thousands)	AFS		AFS		HTM		Hedge		Plan		SERP		Total		AFS		AFS		HTM		Hedge		Plan		SERP		Total
Accumulated OCL, net:
Balance - January 1, 2020	$	(2,542)	$	(853)	$	(899)	$	(85)	$	(20,417)	$	(1,175)	$	(25,971)
Balance - January 1, 2021															$	(3,277)	$	(25)	$	(315)	$	(954)	$	(22,630)	$	(1,662)	$	(28,863)
Other comprehensive income/(loss) before reclassifications		(587)		1,291		—		(869)		(3,262)		(625)		(4,052)		2,475		(5,611)		—		635		3,431		(521)		409
Amounts reclassified from accumulated other comprehensive loss		(148)		(463)		584		—		1,049		138		1,160		(147)		(113)		181		—		1,091		128		1,140
Balance - December 31, 2020	$	(3,277)	$	(25)	$	(315)	$	(954)	$	(22,630)	$	(1,662)	$	(28,863)
Balance - December 31, 2021															$	(949)	$	(5,749)	$	(134)	$	(319)	$	(18,108)	$	(2,055)	$	(27,314)
Other comprehensive income/(loss) before reclassifications		266		(5,202)		—		405		(139)		—		(4,670)		103		(1,843)		(6,100)		614		(2,651)		—		(9,877)
Amounts reclassified from accumulated other comprehensive loss		(37)		—		45		—		272		55		335		(37)		(2)		69		—		204		50		284
Balance - March 31, 2021	$	(3,048)	$	(5,227)	$	(270)	$	(549)	$	(22,497)	$	(1,607)	$	(33,198)
Other comprehensive income/(loss) before reclassifications		1,581		2,034		—		(34)		938		—		4,519
Amounts reclassified from accumulated other comprehensive loss		(37)		(113)		34		—		272		55		211
Balance - June 30, 2021	$	(1,504)	$	(3,306)	$	(236)	$	(583)	$	(21,287)	$	(1,552)	$	(28,468)
Other comprehensive income/(loss) before reclassifications		550		(518)		—		79		(697)		—		(586)
Amounts reclassified from accumulated other comprehensive loss		(37)		—		31		—		273		55		322
Balance - September 30, 2021	$	(991)	$	(3,824)	$	(205)	$	(504)	$	(21,711)	$	(1,497)	$	(28,732)
Balance - March 31, 2022															$	(883)	$	(7,594)	$	(6,165)	$	295	$	(20,555)	$	(2,005)	$	(36,907)

Table of Contents

The following tables present the components of other comprehensive income/(loss) for the three month periods ended March 31, 2022 and 2021:


	Before		Tax
Components of Other Comprehensive Loss	Tax		(Expense)
(in thousands)	Amount		Benefit		Net
For the three months ended March 31, 2022
Available for sale (AFS) securities with OTTI:
Unrealized holding gains	$	141	$	(38)	$	103
Less: accretable yield recognized in income		50		(13)		37
Net unrealized gains on investments with OTTI		91		(25)		66
Available for sale securities – all other:
Unrealized holding losses		(10,844)		2,901		(7,943)
Unrealized holding losses on securities transferred from available for sale to held to maturity		8,328		(2,228)		6,100
Less: gains recognized in income		3		(1)		2
Net unrealized losses on all other AFS securities		(2,519)		674		(1,845)
Held to maturity securities:
Unrealized holding losses on securities transferred to held to maturity		(8,328)		2,228		(6,100)
Less: amortization recognized in income		(94)		25		(69)
Net unrealized losses on HTM securities		(8,234)		2,203		(6,031)
Cash flow hedges:
Unrealized holding gains		839		(225)		614
Pension Plan:
Unrealized net actuarial loss		(3,620)		969		(2,651)
Less: amortization of unrecognized loss		(279)		75		(204)
Net pension plan liability adjustment		(3,341)		894		(2,447)
SERP:
Less: amortization of unrecognized loss		(68)		18		(50)
Less: amortization of prior service costs		—		—		—
Net SERP liability adjustment		68		(18)		50
Other comprehensive loss	$	(13,096)	$	3,503	$	(9,593)

Table of Contents

~~The following tables present the components of other comprehensive income/(loss) for the nine and three month periods ended September 30, 2021 and 2020:~~


	Before		Tax
Components of Other Comprehensive Loss	Tax		(Expense)
(in thousands)	Amount		Benefit		Net
For the three months ended March 31, 2021
Available for sale (AFS) securities with OTTI:
Unrealized holding gains	$	363	$	(97)	$	266
Less: accretable yield recognized in income		50		(13)		37
Net unrealized gains on investments with OTTI		313		(84)		229
Available for sale securities – all other:
Unrealized holding losses		(7,105)		1,903		(5,202)
Less: gains recognized in income		—		—		—
Net unrealized gains on all other AFS securities		(7,105)		1,903		(5,202)
Held to maturity securities:
Unrealized holding gains		—		—		—
Less: amortization recognized in income		(61)		16		(45)
Net unrealized gains on HTM securities		61		(16)		45
Cash flow hedges:
Unrealized holding gains		532		(127)		405
Pension Plan:
Unrealized net actuarial loss		(190)		51		(139)
Less: amortization of unrecognized loss		(372)		100		(272)
Net pension plan liability adjustment		182		(49)		133
SERP:
Less: amortization of unrecognized loss		(75)		19		(56)
Less: amortization of prior service costs		1		—		1
Net SERP liability adjustment		74		(19)		55
Other comprehensive loss	$	(5,943)	$	1,608	$	(4,335)

Before

Tax

Components of Other Comprehensive Income

Tax

(Expense)

(in thousands)

Amount

Benefit

Net
For the nine months ended September 30, 2021

Available for sale (AFS) securities with OTTI:

Unrealized holding gains

$
3,274

$
(877)

$
2,397
Less: accretable yield recognized in income

151

(40)

111
Net unrealized gains on investments with OTTI

3,123

(837)

2,286
Available for sale securities – all other:

Unrealized holding losses

(5,035)

1,349

(3,686)
Less: gains recognized in income

154

(41)

113
Net unrealized losses on all other AFS securities

(5,189)

1,390

(3,799)
Held to maturity securities:

Unrealized holding gains

—

—

—
Less: losses recognized in income

(54)

14

(40)
Less: amortization recognized in income

(96)

26

(70)
Net unrealized gains on HTM securities

150

(40)

110
Cash flow hedges:

Unrealized holding gains

615

(165)

450
Pension Plan:

Unrealized net actuarial gain

139

(37)

102
Less: amortization of unrecognized loss

(1,116)

299

(817)
Net pension plan liability adjustment

1,255

(336)

919
SERP:

Unrealized net actuarial loss

—

—

—
Less: amortization of unrecognized loss

(226)

��
60

(166)
Less: amortization of prior service costs

1

—

1
Net SERP liability adjustment

225

(60)

165
Other comprehensive income

$
179

$
(48)

$
131

3231

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Before

Tax

Components of Other Comprehensive Income

Tax

(Expense)

(in thousands)

Amount

Benefit

Net
For the nine months ended September 30, 2020

Available for sale (AFS) securities with OTTI:

Unrealized holding losses

$
(1,249)

$
335

$
(914)
Less: accretable yield recognized in income

151

(40)

111
Net unrealized losses on investments with OTTI

(1,400)

375

(1,025)
Available for sale securities – all other:

Unrealized holding gains

2,446

(655)

1,791
Less: gains recognized in income

622

(167)

455
Net unrealized gains on all other AFS securities

1,824

(488)

1,336
Held to maturity securities:

Unrealized holding gains

—

—

—
Less: gains recognized in income

60

(16)

44
Less: amortization recognized in income

(809)

217

(592)
Net unrealized gains on HTM securities

749

(201)

548
Cash flow hedges:

Unrealized holding losses

(1,335)

363

(972)
Pension Plan:

Unrealized net actuarial loss

(895)

240

(655)
Less: amortization of unrecognized loss

(1,074)

288

(786)
Net pension plan liability adjustment

179

(48)

131
SERP:

Unrealized net actuarial loss

—

—

—
Less: amortization of unrecognized loss

(141)

38

(103)
Less: amortization of prior service costs

2

(1)

1
Net SERP liability adjustment

139

(37)

102
Other comprehensive income

$
156

$
(36)

$
120

~~Table of Contents~~

Components of Other Comprehensive Loss
(in thousands)

Before
Tax
Amount

Tax
(Expense)
Benefit

Net
For the three months ended September 30, 2021

Available for sale (AFS) securities with OTTI:

Unrealized holding gains

$
751

$
(201)

$
550
Less: accretable yield recognized in income

50

(13)

37
Net unrealized gains on investments with OTTI

701

(188)

513
Available for sale securities – all other:

Unrealized holding losses

(708)

190

(518)
Less: gains recognized in income

—

—

—
Net unrealized gains on all other AFS securities

(708)

190

(518)
Held to maturity securities:

Unrealized holding gains

—

—

—
Less: losses recognized in income

(54)

14

(40)
Less: amortization recognized in income

12

(3)

9
Net unrealized gains on HTM securities

42

(11)

31
Cash flow hedges:

Unrealized holding gains

108

(29)

79
Pension Plan:

Unrealized net actuarial loss

(951)

254

(697)
Less: amortization of unrecognized loss

(372)

99

(273)
Net pension plan liability adjustment

(579)

155

(424)
SERP:

Less: amortization of unrecognized loss

(76)

20

(56)
Less: amortization of prior service costs

1

—

1
Net SERP liability adjustment

75

(20)

55
Other comprehensive loss

$
(361)

$
97

$
(264)

~~Table of Contents~~

Components of Other Comprehensive Income
(in thousands)

Before
Tax
Amount

Tax
(Expense)
Benefit

Net
For the three months ended September 30, 2020

Available for sale (AFS) securities with OTTI:

Unrealized holding gains

$
708

$
(190)

$
518
Less: accretable yield recognized in income

50

(13)

37
Net unrealized losses on investments with OTTI

658

(177)

481
Available for sale securities – all other:

Unrealized holding losses

(321)

86

(235)
Less: gains recognized in income

575

(154)

421
Net unrealized gains on all other AFS securities

(896)

240

(656)
Held to maturity securities:

Less: amortization recognized in income

(74)

20

(54)
Net unrealized gains on HTM securities

74

(20)

54
Cash flow hedges:

Unrealized holding gains

90

(18)

72
Pension Plan:

Unrealized net actuarial gain

1,891

(506)

1,385
Less: amortization of unrecognized loss

(358)

96

(262)
Net pension plan liability adjustment

2,249

(602)

1,647
SERP:

Less: amortization of unrecognized loss

(47)

13

(34)
Less: amortization of prior service costs

1

(1)

—
Net SERP liability adjustment

46

(12)

34
Other comprehensive income

$
2,221

$
(589)

$
1,632

~~Table of Contents~~

The following table presents the details of amounts reclassified from accumulated other comprehensive loss for the ~~nine and~~ three month periods ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:


Amounts Reclassified from	Nine Months Ended					Three Months Ended
Accumulated Other Comprehensive Loss	September 30,				Affected Line Item in the Statement	March 31,				Affected Line Item in the Statement
(in thousands)	2021		2020		Where Net Income is Presented	2022		2021		Where Net Income is Presented
Net unrealized gains on available for sale investment securities with OTTI:
Accretable yield	$	151	$	151	Interest income on taxable investment securities	$	50	$	50	Interest income on taxable investment securities
Taxes		(40)		(40)	Provision for income tax expense		(13)		(13)	Provision for income tax expense
	$	111	$	111	Net of tax	$	37	$	37	Net of tax
Net unrealized gains on available for sale investment securities - all others:
Gains recognized	$	154	$	622	Net gains	$	3	$	—	Net gains
Taxes		(41)		(167)	Provision for income tax expense		(1)		—	Provision for income tax expense
	$	113	$	455	Net of tax	$	2	$	—	Net of tax
Net unrealized losses on held to maturity securities:
Amortization	$	(96)	$	(809)	Interest income on taxable investment securities	$	(94)	$	(61)	Interest income on taxable investment securities
(Losses)/gains recognized		(54)		60	Net gains
Taxes		40		201	Provision for income tax expense		25		16	Provision for income tax expense
	$	(110)	$	(548)	Net of tax	$	(69)	$	(45)	Net of tax
Net pension plan liability adjustment:
Amortization of unrecognized loss	$	(1,116)	$	(1,074)	Other Expense	$	(279)	$	(372)	Other Expense
Taxes		299		288	Provision for income tax expense		75		100	Provision for income tax expense
	$	(817)	$	(786)	Net of tax	$	(204)	$	(272)	Net of tax
Net SERP liability adjustment:
Amortization of unrecognized loss	$	(226)	$	(141)	Other Expense	$	(68)	$	(75)	Other Expense
Amortization of prior service costs		1		2	Salaries and employee benefits		—		1	Salaries and employee benefits
Taxes		60		37	Provision for income tax expense		18		19	Provision for income tax expense
	$	(165)	$	(102)	Net of tax	$	(50)	$	(55)	Net of tax
Total reclassifications for the period	$	(868)	$	(870)	Net of tax	$	(284)	$	(335)	Net of tax

~~Table of Contents~~

Amounts Reclassified from

Three Months Ended

Accumulated Other Comprehensive Loss

September 30,

Affected Line Item in the Statement
(in thousands)

2021

2020

Where Net Income is Presented
Net unrealized gains on available for sale investment securities with OTTI:

Accretable Yield

$
50

$
50

Interest income on taxable investment securities
Taxes

(13)

(13)

Provision for income tax expense

$
37

$
37

Net of tax
Net unrealized gains on available for sale investment securities - all others:

Gains recognized

$
—

$
575

Net gains
Taxes

—

(154)

Provision for income tax expense

$
—

$
421

Net of tax
Net unrealized losses on held to maturity securities:

Amortization

$
12

$
(74)

Interest income on taxable investment securities
Losses recognized

(54)

—

Net gains
Taxes

11

20

Provision for income tax expense

$
(31)

$
(54)

Net of tax
Net pension plan liability adjustment:

Amortization of unrecognized loss

$
(372)

$
(358)

Other expense
Amortization of prior service costs

—

—

Salaries and employee benefits
Taxes

99

96

Provision for income tax expense

$
(273)

$
(262)

Net of tax
Net SERP liability adjustment:

Amortization of unrecognized loss

$
(76)

$
(47)

Other expense
Amortization of prior service costs

1

1

Salaries and employee benefits
Taxes

20

12

Provision for income tax expense

$
(55)

$
(34)

Net of tax
Total reclassifications for the period

$
(322)

$
108

Net of tax

~~Table of Contents~~

Note 98 – Employee Benefit Plans

The following tables present the components of the net periodic pension plan cost for First United Corporation’s noncontributory Defined Benefit Pension Plan (the “Pension Plan”) and the Bank’s Defined Benefit Supplemental Executive Retirement Plan (“Defined Benefit SERP”) for the periods indicated:


	Nine Months Ended				Three Months Ended				Three Months Ended
Pension Plan	September 30,				September 30,				March 31,
(in thousands)	2021		2020		2021		2020		2022		2021
Service cost	$	117	$	169	$	39	$	57	$	14	$	39
Interest cost		1,066		1,219		355		406		384		356
Expected return on assets		(2,677)		(2,661)		(892)		(887)		(952)		(893)
Amortization of net actuarial loss		1,116		1,074		372		358		279		372
Net pension credit included in employee benefits and other expense	$	(378)	$	(199)	$	(126)	$	(66)	$	(275)	$	(126)

Nine Months Ended

Three Months Ended
Defined Benefit SERP

September 30,

September 30,
(in thousands)

2021

2020

2021

2020
Service cost

$
104

$
93

$
35

$
31
Interest cost

179

201

60

67
Amortization of recognized loss

226

141

75

47
Amortization of prior service cost

(1)

(2)

—

(1)
Net Defined Benefit SERP expense included in employee benefits and other expense

$
508

$
433

$
170

$
144

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	Three Months Ended
Defined Benefit SERP	March 31,
(in thousands)	2022		2021
Service cost	$	41	$	35
Interest cost		72		60
Amortization of recognized loss		68		75
Amortization of prior service cost		—		(1)
Net Defined Benefit SERP expense included in employee benefits and other expense	$	181	$	169

The service cost component of net periodic benefit cost is included in salaries and benefits and all other components of net periodic benefit cost are included in other expense in the Consolidated Statement of Operations for the Pension Plan and the Defined Benefit SERP.

The Pension Plan is a noncontributory defined benefit pension plan that covers our employees who were hired prior to the freeze and others who were grandfathered into the plan. The benefits are based on years of service and the employees’ compensation during the last five years of employment.

Effective April 30, 2010, the Pension Plan was amended, resulting in a “soft freeze”, the effect of which prohibits new entrants into the plan and ceases crediting of additional years of service after that date. Effective January 1, 2013, the Pension Plan was amended to unfreeze it for those employees for whom the sum of their (a) ages, at their closest birthday plus (b) years of service for vesting purposes equals 80 or greater. The “soft freeze” continues to apply to all other plan participants. Pension benefits for these participants are managed through discretionary contributions to the First United Corporation 401(k) Profit Sharing Plan (the “401(k) Plan”).

The Bank established the Defined Benefit SERP in 2001 as an unfunded supplemental executive retirement plan. The Defined Benefit SERP is available only to a select group of management or highly compensated employees to provide supplemental retirement benefits in excess of limits imposed on qualified plans by federal tax law. Concurrent with the establishment of the Defined Benefit SERP, the Bank acquired Bank Owned Life Insurance (“BOLI”) policies on the senior management personnel and officers of the Bank. The benefits resulting from the favorable tax treatment accorded the earnings on the BOLI policies are intended to provide a source of funds for the future payment of the Defined Benefit SERP benefits as well as other employee benefit costs.

The benefit obligation activity for both the Pension Plan and the Defined Benefit SERP was calculated using an actuarial measurement date of January 1. Plan assets and the benefit obligations were calculated using an actuarial measurement date of December 31.

~~Table of Contents~~

The Corporation will assess the need for future annual contributions to the pension plan based upon its funded status and an evaluation of the future benefits to be provided thereunder. NaN contributions were made to the Pension Plan during the first ~~nine~~three months of ~~2021 and a contribution of $1.0 million was made during the first nine months of 2020.~~2022 or 2021. The Corporation expects to fund the annual projected benefit payments for the Defined Benefit SERP from operations.

On January 9, 2015, First United Corporation and members of management who do not participate in the Defined Benefit SERP entered into participation agreements under the Deferred Compensation Plan, each styled as a Defined Contribution SERP Agreement (the “Contribution Agreement”). Pursuant to each Contribution Agreement, First United Corporation agreed, for each Plan Year (as defined in the Deferred Compensation Plan) in which it determines that it has been Profitable (as defined in the Contribution Agreement), to make a discretionary contribution to the participant’s Employer Account in an amount equal to 15% of the participant’s base salary level for such Plan Year, with the first Plan Year being the year ending December 31, 2015. The Contribution Agreement provides that the participant will become 100% vested in the amount maintained in his or her Employer Account upon the earliest to occur of the following events: (a) Normal Retirement (as defined in the Contribution Agreement); (b) Separation from Service (as defined in the Contribution Agreement) following a Change of Control (as defined in the Deferred Compensation Plan) and subsequent Triggering Event (as defined in the Contribution Agreement); (c) Separation from Service due to a Disability (as defined in the Contribution Agreement); (d) with respect to a particular award of Employer Contribution Credits, the participant’s completion of 2 consecutive Years of Service (as defined in the Contribution Agreement) immediately following the Plan Year for which such award was made; or (e) death. Notwithstanding the foregoing, however, a participant will lose entitlement to the amount maintained in his or her Employer Account in the event employment is terminated for Cause (as

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defined in the Contribution Agreement). In addition, the Contribution Agreement conditions entitlement to the amounts held in the Employer Account on the participant (1) refraining from engaging in Competitive Employment (as defined in the Contribution Agreement) for three years following his or her Separation from Service, (2) refraining from injurious disclosure of confidential information concerning the Corporation, and (3) remaining available, at the First United Corporation’s reasonable request, to provide at least six hours of transition services per month for 12 months following his or her Separation from Service (except in the case of death or Disability), except that only item (2) will apply in the event of a Separation from Service following a Change of Control and subsequent Triggering Event.

In January 2019, the Board approved discretionary contributions to four participants totaling $123,179. The contributions had a two year vesting period that ended on December 31, 2020. In January 2020, the Board of Directors of First United Corporation approved discretionary contributions to 4 participants totaling $126,058. The Corporation recorded $47,271 of related compensation expense for the first nine months of 2021 and 2020. The Corporation recorded $15,757 for the third quarters of 2021 and 2020 related to these contributions. In January 2021, the Board of Directors approved discretionary contributions to 3 participants totaling $101,257. The Corporation recorded ~~$37,971~~$12,657 of related compensation expense for the first ~~nine~~three months of 2022 and 2021 ~~and $12,657~~related to these contributions. In January 2022, the Board of Directors approved discretionary contributions to 3 participants totaling $103,689. The Corporation recorded $12,961 of related compensation expense for the ~~third quarter~~first three months of ~~2021~~2022 related to these contributions. Each discretionary contribution has a two year vesting period.

Note 109 - Equity Compensation Plan Information

At the 2018 Annual Meeting of Shareholders, First United Corporation’s shareholders approved the First United Corporation 2018 Equity Compensation Plan (the “Equity Plan”) which authorizes the issuance of up to 325,000 shares of common stock to employees, directors and qualifying consultants pursuant to stock options, stock appreciation rights, stock awards, dividend equivalents, and other stock-based awards.

The Corporation complies with the provisions of ASC Topic 718, Compensation-Stock Compensation, in measuring and disclosing stock compensation cost. The measurement objective in ASC Paragraph 718-10-30-6 requires public companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The cost is recognized in expense over the period in which an employee is required to provide service in exchange for the award (the vesting period).

Pursuant to First United Corporation’s director compensation policy, each director receives an annual retainer of 1,000 shares of First United Corporation common stock, plus $10,000 to be paid, at the director’s election, in cash or additional shares of common stock. In ~~June 2020,~~January 2021, a total of ~~13,160~~1,202 fully vested shares ~~of common stock~~ were issued to 2 new directors, which had a grant date fair market value of ~~$14.52 per share. In July 2020, a total of 916 fully vested shares of common stock were issued to a new director, which had a grant date fair market value of $11.22~~$16.66 per share. In May 2021, a total of 12,726 fully vested shares of common stock were issued to directors, which had a grant date fair value of $18.50 per share. Director stock compensation expense was ~~$191,717~~

~~Table of Contents~~

~~for the nine months ended September 30, 2021 and $158,795 for the nine months ended September 30, 2020.~~ ~~Director stock compensation expense was $58,857~~$58,858 for the three months ended ~~September 30, 2021~~March 31, 2022 and ~~$52,114~~$70,216 for the three months ended ~~September 30, 2020.~~March 31, 2021.

Restricted Stock Units

On March 26, 2020, pursuant to the Corporation’s Long Term Incentive Plan (the "LTIP"), which is a sub-plan of the Equity Plan, the Compensation Committee of First United Corporation’s Board of Directors (the "Committee") granted ~~RSUs~~restricted stock units (“RSUs”) to the Corporation’s principal executive officer, its principal financial officer, and certain of its other executive officers. An RSU contemplates the issuance of shares of common stock of First United Corporation if and when the RSU vests.

The RSUs granted to each of the foregoing officers consist of (a) a performance vesting award for a three year performance period ~~ending December 31, 2021,~~and (b) ~~a performance vesting award for a three year performance period ending December 31, 2022, and (c)~~ a time-vesting award that will vest ratably over a three year ~~period beginning on March 26, 2021.~~period. Target performance levels were set based on the annual budget which supports the Corporation’s long-term objective of achieving high performance as compared to peers. Threshold performance is the minimum level of acceptable performance as defined by the Committee and maximum performance represented a level potentially achievable under ideal circumstances. Achievement of the threshold performance level would result in each executive participant earning a payout at 50% of his or her respective target award opportunity. Achievement of the target performance level would result in the executive participant earning the target award and achievement at or above the maximum performance level would result in the executive participant earning 150% of the target opportunity. Actual results for any goal that falls between performance levels would be interpolated to calculate a proportionate award. For the performance period ending December 31, 2021, the RSUs’ performance goal is based on earnings per share for the year ending December 31, 2021. For the performance period ending December 31, 2022, the ~~RSUs’~~RSUs performance goals are based on earnings per share for the year ending December 31, 2022 and growth in tangible book value per share during the performance period. ~~The threshold, target~~For the performance period ending

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December 31, 2023, the RSUs performance goals are based on earnings per share for the year ending December 31, 2023 and ~~maximum~~growth in tangible book value per share during the performance ~~levels for these grants will be disclosed pursuant to Item 402 of Regulation S-K following the conclusion of the applicable performance~~ period.

To receive any shares under an RSU, a grantee must be employed by the Corporation or one of its subsidiaries on the applicable vesting date, except that a grantee whose employment terminates prior to such vesting date due to death, disability or retirement will be entitled to a pro-rated portion of the shares subject to the RSUs, assuming that, in the case of performance-vesting RSUs, the performance goals had been met at their "target" levels.

In the first quarter of 2020, RSUs were granted relating to ~~19,934~~9,791 performance vesting shares (target level) for 2019 LTIP plan for the performance period ending December 31, 2021 and 10,143 performance vesting shares and 5,070 time vesting shares (target level) ~~were granted,~~for 2020 LTIP plan for the performance period ending December 31, 2022, which had a grant date fair market value of $12.54 per share of common stock underlying each RSU. The 2020 plan has a performance period for the performance-vesting RSUs of three years ending December 31, 2022 and the time-vesting RSUs will vest ratably over a three year period that began on March 26, 2021. On March 26, 2021, 1,690 of the 5,070 time vesting shares were issued to participants. ~~Stock compensation expense was $78,381 and $93,727 for~~On March 26, 2022, 1,688 shares of the ~~first nine months of 2021 and 2020, respectively.~~3,380 remaining time vesting shares were issued to participants. Stock compensation expense was $26,127 ~~and $31,243~~ for both of the three month periods ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021. Unrecognized compensation expense at ~~September 30, 2021~~March 31, 2022 related to unvested RSUs was ~~$110,173.~~$63,584.

In May 2021, RSUs relating to 7,389 performance vesting shares and 3,693 time vesting shares (target level) for plan year 2021 were granted, which had a grant date fair market value of $17.93 per share of common stock underlying each RSU. The performance period for the performance-vesting RSUs is the three year period ending December 31, 2023. The time-vesting RSUs will vest ratably over a three year period beginning on May 5, 2022. Stock compensation expense was ~~$27,619 for the nine month periods ended September 30, 2021. Stock compensation expense was~~ $16,571 for the three months ended ~~September 30, 2021.~~March 31, 2022. Unrecognized compensation expense as of ~~September 30, 2021~~March 31, 2022 related to unvested units was ~~$171,235.~~$138,093.

In March 2022, RSUs relating to 8,096 performance vesting shares and 6,238 time vesting shares (target level) for plan year 2022 were granted, which had a grant date fair market value of $21.88 per share of common stock underlying each RSU. The performance period for the performance-vesting RSUs is the three year period ending December 31, 2024. The time-vesting RSUs will vest ratably over a three year period beginning on March 9, 2023. Unrecognized compensation expense as of March 31, 2022 related to unvested units was $313,743.

Note 1110 – Derivative Financial Instruments

As a part of managing interest rate risk, the ~~Bank~~Corporation entered into interest rate swap agreements to modify the re-pricing characteristics of certain interest-bearing liabilities. The Corporation has designated ~~these~~its interest rate swap agreements as cash flow hedges under the guidance of ASC Subtopic 815-30, Derivatives and Hedging – Cash Flow Hedges. Cash flow hedges have the effective portion of changes in the fair value of the derivative, net of taxes, recorded in net accumulated other comprehensive ~~loss.~~income.

The fair value of the interest rate swap contracts was $0.4 million and $(0.5) million at March 31, 2022 and December 31, 2021, respectively.

For the three months ended March 31, 2022, the Corporation recorded an increase in the value of the derivatives of $0.8 million and the related deferred tax of $0.2 million in net accumulated other comprehensive loss to reflect the effective portion of cash flow hedges. ASC Subtopic 815-30 requires the net accumulated other comprehensive loss to be reclassified to earnings if the hedge becomes ineffective or is terminated. There was no hedge ineffectiveness recorded for the three months ended March 31, 2022. The Corporation does not expect any material losses relating to these hedges to be reclassified into earnings within the next 12 months.

4035

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In March 2016, the Corporation entered into 4 interest rate swap contracts totaling $30.0 million notional amount, hedging future cash flows associated with floating rate trust preferred debt. These contracts included a three year $5.0 million contract that matured on September 17, 2019, a five year $5.0 million contract that matured on March 17, 2021, a seven year $5.0 million contract that matures on March 17, 2023 and a 10 year $15.0 million contract that matures on March 17, 2026. As of September 30, 2021, $20.0 million notional amount remains.

~~The fair value of the interest rate swap contracts was $(727) thousand and $(1.3) million at September 30, 2021 and December 31, 2020, respectively.~~

For the nine months ended September 30, 2021, the Corporation recorded an increase in the value of the derivatives of $594 thousand and the related deferred tax of $62 thousand in net accumulated other comprehensive loss to reflect the effective portion of cash flow hedges. ASC Subtopic 815-30 requires the net accumulated other comprehensive loss to be reclassified to earnings if the hedge becomes ineffective or is terminated. There was 0 hedge ineffectiveness recorded for the six months ended September 30, 2021. The Corporation does not expect any material losses relating to these hedges to be reclassified into earnings within the next 12 months.

Interest rate swap agreements are entered into with counterparties that meet established credit standards and the Corporation believes that the credit risk inherent in these contracts is not significant as of ~~September 30, 2021.~~March 31, 2022.

The table below discloses the impact of derivative financial instruments on the Corporation’s Consolidated Financial Statements for the ~~nine and~~ three month periods ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.

Derivative in Cash Flow Hedging Relationships

Amount of gain or

(loss) recognized in

Amount of gain or

income or derivative

Amount of gain or

income or derivative

Amount of gain or

(loss) reclassified from

(ineffective portion

Amount of gain or

(loss) reclassified from

(ineffective portion

(loss) recognized in

accumulated OCI into

and amount excluded

(loss) recognized in

accumulated OCI into

and amount excluded

OCI on derivative

income (effective

from effectiveness

OCI on derivative

income (effective

from effectiveness

(in thousands)

(effective portion)

portion) (a)

testing) (b)

(effective portion)

portion) (a)

testing) (b)

Interest rate contracts:

Nine months ended:

September 30, 2021

450

—

September 30, 2020

(972)

—

Three months ended:

September 30, 2021

—

September 30, 2020

—

March 31, 2022

614

—

March 31, 2021

405

—

Notes:

(a)

Reported as interest expense

(b)

Reported as other income

Note 1211 – Revenue Recognition

ASC Topic ~~606-~~ ~~Revenue from Contracts with Customers~~,606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. ASC Topic 606 ~~does apply~~is applicable to noninterest revenue streams such as wealth management, including trust and brokerage services, service charges on deposit accounts, interchange fee income – debit card income and gains/losses on OREO sales. Noninterest revenue streams ~~that are within the scope~~in-scope of ASC Topic 606 are discussed below.

Wealth Management – Trust and Brokerage

Trust and asset management income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Corporation’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to customers’ accounts. Optional services such as real estate

~~Table of Contents~~

sales and tax return preparation services are also available to existing trust and asset management customers. The Corporation’s performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered.

Service Charges on Deposit Accounts

Service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, check orders, and other deposit account related fees. The Corporation’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the Corporation’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.

~~Interchange Fees – Debit and Credit Card Income~~Other Service Charges

Fees, exchange, and other service charges are primarily comprised of ~~debit and credit card income,~~ ATM fees, ~~merchant services income,~~loan servicing fees and other service charges. ~~Debit and credit card income is primarily comprised of interchange fees earned whenever the Corporation’s debit cards are processed through card payment networks such as Visa.~~ ATM fees are primarily generated when a ~~Corporation~~Bank cardholder uses a ~~non-Corporation~~non-Bank ATM or a ~~non-Corporation~~non-Bank cardholder uses a ~~Corporation~~Bank ATM. ~~Merchant services income mainly represents~~Loan servicing fees ~~charged~~are comprised of fees earned on servicing of loan portfolios sold to ~~merchants to process their debit and credit card transactions, in addition to account management fees.~~the secondary market. Other service

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charges include revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. The Corporation’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion.

Interchange Fees – Debit and Credit Card Income

Debit and credit card income is primarily comprised of interchange fees earned whenever the Corporation’s debit cards are processed through card payment networks such as Visa. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. Payment is typically received immediately or in the following month.

The following presents noninterest income, segregated by revenue streams that are within and outside the scope of ASC Topic 606, for the ~~nine and~~ three month periods ended ~~September 30, 2021~~March 31, 2022 and ~~September 30, 2020:~~March 31, 2021:


	Nine Months Ended				Three Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
(in thousands)	2021		2020		2021		2020		2022		2021
Noninterest income
In-scope of Topic 606:
Service charges on deposit accounts	$	1,292	$	1,439	$	475	$	447	$	465	$	405
Other service charges		664		517		232		195		213		211
Trust department		6,441		5,355		2,166		1,871		2,189		2,241
Debit card income		2,623		2,052		900		738		886		810
Brokerage commissions		854		713		229		234		220		268
Noninterest income (in-scope of Topic 606)		11,874		10,076		4,002		3,485		3,973		3,935
Noninterest income (out-of-scope of Topic 606)		1,712		1,335		521		493		409		403
Total Noninterest Income	$	13,586	$	11,411	$	4,523	$	3,978	$	4,382	$	4,338

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Note 1312 – Regulatory Capital Requirements

The following table presents our capital ratios for the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022.


	September 30, 2021		December 31, 2020		Required for Capital Adequacy Purposes		Required to be Well Capitalized		March 31, 2022		December 31, 2021		Required for Capital Adequacy Purposes		Required to be Well Capitalized
Total Capital (to risk-weighted assets)
Consolidated	15.51	%	16.08	%	8.00	%	10.00	%
First United Bank & Trust	14.64	%	15.50	%	8.00	%	10.00	%	14.77	%	14.97	%	8.00	%	10.00	%
Tier 1 Capital (to risk-weighted assets)
Consolidated	14.26	%	14.83	%	6.00	%	8.00	%
First United Bank & Trust	13.39	%	14.25	%	6.00	%	8.00	%	13.59	%	13.72	%	6.00	%	8.00	%
Common Equity Tier 1 Capital (to risk-weighted assets)
Consolidated	12.15	%	12.61	%	4.50	%	6.50	%
First United Bank & Trust	13.39	%	14.25	%	4.50	%	6.50	%	13.59	%	13.72	%	4.50	%	6.50	%
Tier 1 Capital (to average assets)
Consolidated	10.33	%	10.36	%	4.00	%	5.00	%
First United Bank & Trust	9.59	%	9.81	%	4.00	%	5.00	%	10.14	%	10.00	%	4.00	%	5.00	%

As of ~~September 30, 2021,~~March 31, 2022, the Bank ~~and the Corporation were~~was considered “well capitalized” under the regulatory framework for prompt corrective action. The ratios at the Bank and Consolidated levels were negatively impacted primarily due to the increased funding from the Bank to the holding company related to the settlement expenses and the stock repurchase program. The decrease at the Corporation level is related to the stock repurchase of 400,000 shares of common stock and the reduction to capital.

First United Corporation’s stock repurchase plan was initially adopted effective January 27, 2021, which authorized the repurchase of up to 400,000 shares of common stock of First United Corporation. The plan authorizes the repurchases to be conducted through open market or private transactions at such times and in such amounts per transaction as the Chairman and Chief Executive Officer of First United Corporation determines to be appropriate.

On April 16, 2021, First United Corporation entered into a Stock Purchase Agreement with Driver Opportunity Partners I LP (“Driver Partners”) under which, pursuant to the foregoing stock repurchase program. First United Corporation agreed to repurchase 360,737 shares of its common stock held by Driver Partners at a purchase price of $18.00 per share.

~~Note 14 – Assets and Liabilities Subject to Enforceable Master Netting Arrangements~~

~~Interest Rate Swap Agreements~~

The Corporation has entered into interest rate swap agreements to modify the re-pricing characteristics of certain interest-bearing liabilities as a part of managing interest rate risk. The swap agreements have been designated as cash flow hedges, and accordingly, the fair value of the interest rate swap contracts is reported in Other Assets or Other Liabilities on the Consolidated Statement of Financial Condition. The swap agreements were entered into with a third-party financial institution. The Corporation is party to master netting arrangements with its financial institution counterparty; however, the Corporation does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, in the form of cash and investment securities, are pledged by the Corporation as the counterparty with net liability positions in accordance with contract thresholds. See Note 12 to the Consolidated Financial Statements for more information.

~~Securities Sold Under Agreements to Repurchase (“Repurchase Agreements”)~~

The Bank enters into agreements under which it sells interests in U.S. government agency securities to certain customers subject to an obligation to repurchase, and on the part of the customers to resell, such interests. Under these arrangements, the Bank may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the

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~~Bank to repurchase the assets. As a result, these repurchase agreements are accounted for as collateralized financing arrangements (i.e., secured borrowings) and~~Note 13 – Recent Accounting Pronouncements

Recently issued but not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability in the Consolidated Statement of Financial Condition, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. There is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities. In addition, as the Bank does not enter into reverse repurchase agreements, there is no such offsetting to be done with the repurchase agreements. The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Bank be in default (i.e. fails to repurchase the U.S. securities on the maturity date of the agreement). The investment security collateral, maintained at 102% of the borrowing, is held by a third party financial institution in the counterparty’s custodial account.

~~The following table presents the assets and liabilities subject to an enforceable master netting arrangement or repurchase agreements at September 30, 2021 and December 31, 2020.~~yet effective Accounting Pronouncements

Net Amounts

Gross Amounts

Gross

Gross

of (Assets)/

Not Offset in the

Amounts of

Amounts

Liabilities

Statement of Condition

Recognized

Offset in the

Presented in

Cash

(Assets)/

Statement of

the Statement

Financial

Collateral

Net
(in thousands)

Liabilities

Condition

of Condition

Instruments

Pledged

Amount
September 30, 2021

Interest Rate Swap Agreements

$
727

$
—

$
727

$
(727)

$
2,000

$
—
Repurchase Agreements

$
72,396

$
—

$
72,396

$
(72,396)

$
—

$
—
December 31, 2020

Interest Rate Swap Agreements

$
1,320

$
—

$
1,320

$
(1,320)

$
—

$
—
Repurchase Agreements

$
49,160

$
—

$
49,160

$
(49,160)

$
—

$
—

~~Note 15 – Adoption of New Accounting Standards and Effects of New Accounting Pronouncements~~

In June 2016, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchases financial assets with credit deterioration since their origination. The new model referred to as current expected credit losses (“CECL”) model, will apply to: (a) financial assets subject to credit losses and measured at amortized cost; and (b) certain off-balance sheet credit exposures. This includes loans, held to maturity debt securities, loan commitments, financial guarantees and net investments in leases as well as reinsurance and trade receivables. The estimate of expected credit losses should consider historical information, current information, and supportable forecasts, including estimates of prepayments. ASU 2016-13 was originally effective for SEC filers for annual periods beginning after December 15, 2019, and interim periods within those annual periods. In November 2019, the FASB approved a delay of the required implementation date of ASU No. 2016-13 for smaller reporting companies, as defined by the Securities and Exchange Commission, including the Corporation, resulting in a required implementation date for the Corporation of January 1, 2023.

Management has formed a focus group consisting of multiple members from areas, including credit, finance, loan servicing, reporting, and information systems. The Corporation is completing its data and model validation analyses, with parallel processing of our existing allowance for loan losses model with the CECL model to follow. The Corporation is currently evaluating the provisions of ASU No. 2016-13 to determine the potential impact the new standard will have on the financial condition or results of operations.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848).” The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendment only applies to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. The ASU is effective as of March 12, 2020 through December 31, 2022. The Corporation is in the process of evaluating the impact of this standard on the loan portfolio, investment portfolio, long term debt and interest rate swaps, but believes that its adoption will not have a material impact on the Corporation’s financial condition or results of operations.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.~~Table~~ASU 2022-02 made certain targeted amendments specific to troubled debt restructurings (TDRs) by creditors and vintage disclosure related to gross write-offs. Upon adoption, the Corporation will be required to apply the loan and refinancing and restructuring guidance to determine whether a modification results in a new loan or a continuation of ~~Contents~~an existing loan, rather than applying the recognition and measurement guidance for TDRs.The ASU also requires companies to disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within scope of Subtopic 326-20.ASU 2022-02 is effective March 31, 2023, for entities that have adopted ASU 2016-13, otherwise effective date is the same as ASU 2016-13. The Corporation’s current plan is to adopt ASU 2016-13 January 1, 2023 and will simultaneously implement ASU 2022-02.

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

INTRODUCTION

The following discussion and analysis is intended as a review of material changes in and significant factors affecting the financial condition and results of operations of First United Corporation and its consolidated subsidiaries for the periods indicated. This discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and the notes thereto contained in Item 1 of Part I of this report, as well as the audited consolidated financial statements and related notes included in First United Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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Unless the context clearly suggests otherwise, references in this report to “us”, “we”, “our”, and “the Corporation” are to First United Corporation and its consolidated subsidiaries.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not represent historical facts, but are statements about management’s beliefs, plans and objectives about the future, as well as its assumptions and judgments concerning such beliefs, plans and objectives. These statements are evidenced by terms such as "anticipate," "estimate," "should," "expect," "believe," "intend," and similar expressions. Although these statements reflect management’s good faith beliefs and projections, they are not guarantees of future performance and they may not prove true. The beliefs, plans and objectives on which forward-looking statements are based involve risks and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. For a discussion of these risks and uncertainties, see the section of the periodic reports that First United Corporation files with the Securities and Exchange Commission entitled "Risk Factors"~~, including the risk factor set forth in First United Corporation’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2020 entitled,~~ “The outbreak of the recent coronavirus (‘COVID-19’), or an outbreak of another highly infectious or contagious disease, could adversely affect the Corporation’s business, financial condition and results of operations.” and any updates thereto that might be contained in subsequent reports filed by First United Corporation. The risks and uncertainties associated with the COVID-19 pandemic and its impact on the Corporation will depend on, among other things, the length of time that the pandemic continues; the duration of the potential imposition of further restrictions on travel in the future; the effect of the pandemic on the global, national, and local economies and on the businesses of our borrowers and their ability to make payments on their obligations; the remedial actions and stimulus measures adopted by federal, state, and local governments; and the inability of employees to work due to illness, quarantine, or government mandates..

FIRST UNITED CORPORATION

First United Corporation is a Maryland corporation chartered in 1985 and a ~~bank~~financial holding company registered with the Board of Governors of the Federal Reserve System (the “FRB”) under the Bank Holding Company Act of 1956, as amended. The Corporation’s primary business is serving as the parent company of First United Bank & Trust, a Maryland trust company (the “Bank”), First United Statutory Trust I (“Trust I”) and First United Statutory Trust II (“Trust II” and together with Trust I, the “Trusts”), both Connecticut statutory business trusts. The Trusts were formed for the purpose of selling trust preferred securities that qualified as Tier 1 capital. The Bank has two consumer finance company subsidiaries - OakFirst Loan Center, Inc., a West Virginia corporation, and OakFirst Loan Center, LLC, a Maryland limited liability company - and two subsidiaries that it uses to hold real estate acquired through foreclosure or by deed in lieu of foreclosure - First OREO Trust, a Maryland statutory trust, and FUBT OREO I, LLC, a Maryland limited liability company. In addition, the Bank owns 99.9% of the limited partnership interests in Liberty Mews Limited Partnership, a Maryland limited partnership formed for the purpose of acquiring, developing and operating low-income housing units in Garrett County, Maryland, and a 99.9% non-voting membership interest in MCC FUBT Fund, LC, an Ohio limited liability company formed for the purpose of acquiring, developing and operating low-income housing units in Allegany County, Maryland.

At ~~September 30, 2021,~~March 31, 2022, the Corporation’s total assets were ~~$1.7~~$1.8 billion, net loans were ~~$1.1~~$1.2 billion, and deposits were ~~$1.4~~$1.5 billion. Shareholders’ equity at ~~September 30, 2021~~March 31, 2022 was ~~$133.8~~$137.1 million.

~~Table of Contents~~

The Corporation maintains an Internet site at www.mybank.com on which it makes available, free of charge, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to the foregoing as soon as reasonably practicable after these reports are electronically filed with, or furnished to, the SEC.

~~COVID-19~~

Congress, the President, and the FRB have taken several actions designed to cushion the economic fallout. Most notably, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), a $2 trillion legislative package, was signed into law at the end of March 2020. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors, such as by providing funds for loans under the Paycheck Protection Program (the “PPP”) administered by the Small Business Administration (the “SBA”). Section 4013 of the CARES Act, “Temporary Relief from Troubled Debt Restructurings,” provides banks the option to temporarily suspend certain requirements under U.S. GAAP related to trouble debt restructurings (“TDRs”) for a limited period of time to account for the effects of COVID-19. Additionally, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (the “Economic Aid Act”) was enacted on December 27, 2020 and provided for a second round of PPP loans. The PPP Extension Act of 2021, which was enacted on March 30, 2021, extended the PPP application deadline to May 31, 2021 and provided the SBA with additional time to process applications through June 30, 2021. Also, the Consolidated Appropriations Act (the “CAA”) passed on December 27, 2020, which, among other things, extended the provisions of Section 4013 of the CARES Act to January 1, 2022. The Federal Reserve’s actions have included cutting the federal funds rate 150 basis points and targeting a 0 to 25 basis point rate. In addition to the general impact of the COVID-19 pandemic, certain provisions of the CARES Act as well as other legislative and regulatory relief efforts are expected to have a material impact on the Corporation’s operations.

~~The Corporation continues to actively participate in the PPP. On January 19, 2021, the SBA implemented a third round of funding for PPP loans.~~

~~Net PPP origination fees recognized in the first nine months of 2021 were $3.2 million due to amortization and forgiveness, compared to $2.4 million in 2020.~~

During 2020, 290 PPP loans, totaling $34.5 million were forgiven, resulting in 885 loans with a remaining balance of $114.0 million at December 31, 2020. During the first nine months of 2021, an additional 1,384 PPP loans originated under all three rounds, with an aggregate principal balance of $150.0 million, were forgiven, resulting in 371 PPP loans with a total remaining balance of $30.3 million at September 30, 2021.

~~Table of Contents~~

~~COVID Modifications~~

As of October 15, 2021, modified loans not treated as TDRs consisted of eleven commercial loans relating to real estate rental, food services and health care sectors and one mortgage loan, with an aggregate balance of $9.9 million. These loans are scheduled to return to contractual payment terms within the next quarter.

~~Liquidity Sources~~

Management has reviewed its Liquidity Contingency Funding Plan in preparation of funding needs as it relates to the COVID-19 pandemic. As of September 30, 2021, the Corporation had approximately $130.0 million in unsecured lines of credit with its correspondent banks, $1.0 million with the Federal Reserve Discount Window, and approximately $189.0 million of secured borrowings with the Federal Home Loan Bank of Atlanta (“FHLB”). Additionally, the Corporation has access to the brokered certificates of deposit market.

The Corporation was eligible to access the FRB’s Paycheck Protection Program Liquidity Facility (“PPPLF”), a source providing funding using PPP loans as collateral at 100% value. The Corporation did not use this program, which expired on July 31, 2021.

~~Capital~~

~~The Corporation’s and the Bank’s capital ratios are strong, and both institutions are considered to be well-capitalized by applicable regulatory measures.~~

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SELECTED FINANCIAL DATA

The following table sets forth certain selected financial data for the ~~nine~~three month periods ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ and is qualified in its entirety by the detailed information and unaudited financial statements, including the notes thereto, included elsewhere in this quarterly report.

As of the nine months ended

September 30,

2021

2020

Per Share Data

Basic net income per common share (1) - as reported

$
1.81

$
1.32

Basic net income per common share (1) - non-GAAP

2.45

1.32

Diluted net income per common share (1) - as reported

$
1.81

$
1.32

Diluted net income per common share (1) - non-GAAP

2.45

1.32

Basic book value per common share (1) - as reported

$
20.22

$
18.63

Diluted book value per common share (1) - as reported

$
20.19

$
18.62

Significant Ratios:

Return on Average Assets (a) (1) - as reported

0.92
%

0.79
%
Settlement and FHLB expenses, net of income tax

0.33
%

—

Adjusted Return on Average Assets (a) (1) (non-GAAP)

1.25
%

0.79
%

Return on Average Equity (a) (1) - as reported

12.45
%

9.87
%
Settlement and FHLB expenses, net of income tax

4.43
%

—

Adjusted Return on Average Equity (a) (1) (non-GAAP)

16.88
%

9.87
%

Average Equity to Average Assets

10.70
%

10.61
%

Capital Ratios:

Consolidated Total Capital (to risk weighted assets)

15.51
%

16.14
%
Consolidated Tier 1 Capital (to risk weighted assets)

14.26
%

14.89
%
Consolidated Common Equity Tier 1 Capital (to risk weighted assets)

12.15
%

12.59
%
Consolidated Tier 1 Capital (to average assets)

10.33
%

10.37
%

(1) See reconciliation of this non-GAAP financial measure provided elsewhere herein associated with settlement expenses incurred during the first quarter of 2021 and prepayment penalties incurred during the third quarter of 2021.


	As of the three months ended
	March 31,
	2022			2021
Per Share Data
Basic net income per common share (1) - as reported	$	0.86		$	0.49
Basic net income per common share (1) - non-GAAP	$	0.86		$	0.86
Diluted net income per common share (1) - as reported	$	0.86		$	0.49
Diluted net income per common share (1) - non-GAAP	$	0.86		$	0.86
Basic book value per common share - as reported	$	20.22		$	18.46
Diluted book value per common share - as reported	$	20.19		$	18.45


Significant Ratios:

Return on Average Assets (a) (1) - as reported		1.31	%		0.79	%
Settlement expenses, net of income tax		—			0.59	%
Adjusted Return on Average Assets (a) (1) (non-GAAP)		1.31	%		1.38	%

Return on Average Equity (a) (1) - as reported		16.49	%		10.58	%
Settlement expenses, net of income tax		—			5.41	%
Income tax effect of adjustment		—			2.49	%
Adjusted Return on Average Equity (a) (1) (non-GAAP)		16.49	%		18.48	%

Average Equity to Average Assets		7.94	%		7.45	%

Capital Ratios:

Consolidated Total Capital (to risk weighted assets)		15.67	%		16.24	%
Consolidated Tier 1 Capital (to risk weighted assets)		14.52	%		14.99	%
Consolidated Common Equity Tier 1 Capital (to risk weighted assets)		12.42	%		12.76	%
Consolidated Tier 1 Capital (to average assets)		10.94	%		10.22	%


(1) See reconciliation of this non-GAAP financial measure provided elsewhere herein associated with settlement expenses incurred during the first quarter of 2021.

Note: ^(a)Annualized

RESULTS OF OPERATIONS

Overview

Consolidated net income ~~for the nine months ended September 30, 2021~~ was ~~$12.2 million, inclusive of litigation settlement expenses of $3.3 million and FHLB prepayment penalties of $2.4 million, compared to $9.3~~$5.7 million for the ~~nine months ended September 30, 2020.~~first quarter of 2022 compared to $3.4 million for the first quarter of 2021. Basic and diluted net income per share for the first ~~nine months~~quarter of ~~2021~~2022 were both ~~$1.81, a 37.1% increase when~~$0.86, compared to basic and diluted net income per share of ~~$1.32~~$0.49 for the ~~same period~~first quarter of ~~2020.~~

2021. The increase in earnings for the first ~~nine months~~quarter of ~~2021~~2022 was ~~attributable to an increase in net interest income~~primarily driven by the reduction of $2.2 million, reduced provision expense of $4.9 million and an increase in other operating income, including gains on sales of mortgage loans and securities’ of $1.3 million. These changes were partially offset by an increase in other operating expenses of $4.0 million, inclusive of the $3.3 million in ~~litigation settlement expenses and the $2.4 million FHLB prepayment penalty.~~

~~Table of Contents~~

Net interest income, on a non-GAAP, FTE basis, increased by $2.2 million (5.9%) during the nine months ended September 30, 2021 when compared to the nine months ended September 30, 2020 driven by a $2.7 million (36.5%) decrease in interest expense, partially offset by a decrease in interest income of $0.5 million. The decrease in interest expense resulted from proactive efforts to reduce the cost of funds by further reductions to rates on deposit accounts throughout 2021, the runoff of balances in the time deposits of $100,000 or more, including brokered deposits, and the expiration of empowered rates on money market accounts. The prepayment of the FHLB advances in the third quarter should significantly reduce interest expense in the fourth quarter and future years. The net interest margin, on an FTE basis, declined to 3.21% for the nine months ended September 30, 2021 compared to 3.43% for the same period of 2020. Excluding the average balance of PPP loans of $100.6 million and interest and fees of $4.0 million, the net interest margin for the nine months ended September 2021 was 3.07%.

Other operating income, including net gains on sales of mortgage loans and sales of investment securities, increased $1.3 million for the nine months ended September 30, 2021 when compared to the nine months ended September 30, 2020. Gains on the sale of mortgage loans to the secondary market decreased $0.5 million due to refinancing activity occurring at a slower pace than the pace experienced in 2020. Trust and brokerage income increased $1.2 million year-over-year due to growth in new client relationships and assets under management. Debit card income increased $0.6 million for the nine months ended September 30, 2021 when compared to the same period of 2020 due to growth in deposit relationships and increased customer usage of our electronic services. Other income increased $0.5 million, due primarily to the receipt of insurance proceeds related to litigation claims recorded in the first quarter of 2021. Service charge income remained stable when comparing the first nine months of 2021 to the same time period of 2020.

~~Other operating expenses increased $4.0 million for the nine months ended September 30, 2021 when compared to the same period of 2020. This increase was driven by $3.3 million of~~ litigation settlement expenses recorded in the first quarter of ~~2021 and a $2.4 million penalty on the prepayment of $70.0 million FHLB advances in the third quarter of~~ 2021. Salaries and benefits remained stable when compared to the first nine months of 2020, as increases in salaries, incentive pay and stock compensation were offset by decreases in pension and life and health insurance costs, a $0.3 million offset in salary expense from deferred loan origination costs primarily attributable to PPP loans and $0.1 million of reduced executive equity compensation due to a timing difference in long-term incentive grants. Federal Deposit Insurance Corporation premiums increased slightly by $0.2 million due to credits received on quarterly assessments in 2020. Equipment, occupancy and technology expenses decreased $0.9 million when compared to the first nine months of 2020 asAdditionally, we began to realize cost savings from our core processor related to a new contract negotiated in the fourth quarter of 2020. Other real estate owned (“OREO”) expenses were a net credit in the first nine months of 2021 due to $0.8 million in gains attributable to the sale of OREO properties. Professional services increased $0.8 million as a result of increased legal and professional fees related to shareholder litigation early in 2021, partially offset by decreased investor relations expenses.

The provision for loan losses was $0.1 million for the nine months ended September 30, 2021 and $5.0 million for the nine months ended September 30, 2020. The higher provision expense recorded in the first nine months of 2020 was driven by an increase in the qualitative factors reflecting the uncertainty of the economic environment related to the COVID-19 pandemic. Net recoveries of $0.4 million were recorded for the nine months ended September 30, 2021, compared to net charge offs of $1.3 million for the same period of 2020. The ratio of the ALL to loans outstanding, including PPP loan balances, was 1.46% at September 30, 2021 compared to 1.36% at September 30, 2020 and 1.41% at December 31, 2020. The ALL to loans outstanding, excluding PPP loan balances of $30.3 million and $148.9 million, was 1.49% at September 30, 2021 and 1.55% at September 30, 2020 and December 31, 2020, non-GAAP.

Consolidated net income was $4.4 million for the third quarter of 2021 compared to $5.0 million for the third quarter of 2020. Basic and diluted net income per share for the third quarter of 2021 were both $0.66, a 5.7% decrease when compared to basic and diluted net income per share of $0.70 for the third quarter of 2020. The decline in earnings in the third quarter of 2021 was due toexperienced an increase in net interest income, a credit to provision expense, stable non-interest income and ~~increased wealth management income, offset by increased non-interest expenses, including the prepayment penalty of $2.4 million on FHLB borrowings.~~

Net interest income, on a non-GAAP, FTE basis, increased by $1.7 million (14.2%) for the third quarter 2021 when compared to the third quarter of 2020. This increase resulted from an increase in interest income of $0.7 million and a decrease in interest expense of $1.1 million. The increase in interest income on loans was a result of increased interest on consumer loans related to the purchase of a loan pool in the second quarter as well as an increase in the unearnedreduced professional fees, ~~related to the PPP forgiveness during~~marketing

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expenses and telephone related expenses offset by increases to salaries and employee benefits and other real estate owned (“OREO”) expenses.

Net interest income, on a non-GAAP, fully tax equivalent (“FTE”) basis, increased by $1.1 million (8.9%) for the ~~quarter.~~first quarter 2022 when compared to the first quarter of 2021. This increase was driven by stable interest income and a 56% decrease in interest expense of $1.0 million. Interest income on loans decreased $0.3 million due to a decrease in average loan balances of $33.9 million and a reduction of unearned fees, primarily related to Paycheck Protection Program (“PPP”) loan forgiveness during 2021. Investment income increased $0.4 million due to an increase in average balances related to the deployment of excess cash balances to purchase investment securities late in the fourth quarter of 2021 and early in the first quarter of 2022. The reduction of interest expense resulted from the ~~further reduction~~lowering of deposit rates ~~early in the third quarter and~~throughout 2021, the declining balances in the higher cost CD ~~portfolio. The~~portfolio and the prepayment of the ~~FHLB~~Federal Home Loan Bank (“FHLB”) advances ~~should positively impact interest expense for the remainder of 2021 and future years. The weighted rate on the $70.0 million FHLB long-term borrowings was 1.90%.~~in 2021. The net interest margin for the ~~third~~first quarter of ~~2021~~2022 was ~~3.38%~~3.40%, compared to ~~3.12%~~3.11% for the ~~third~~first quarter of ~~2020. Excluding the average balance of PPP loans of $48.5 million and interest and fees of $1.4 million, the net interest margin for the third quarter of 2021 was 3.12%.~~2021.

Other operating income, including gains, for the ~~third~~first quarter of ~~2021~~2022 decreased by approximately ~~$0.6~~$0.5 million when compared to the same period of ~~2020. Service~~2021. An increase of $0.1 million in service charge and debit card income ~~remained stable during the third quarter~~was offset by a decline of ~~2021 when compared to the third quarter of 2020. Trust~~$0.1 million in trust and brokerage income ~~increased $0.3 million~~ due to ~~increased production and~~the decline in the market ~~values on~~value of assets under ~~management.~~management during the first quarter of 2022, which was driven by the volatile stock market and the increase in interest rates during the quarter. Net gains decreased ~~$1.1~~$0.5 million when comparing the ~~third~~first quarter of ~~2021~~2022 to the ~~third~~first quarter of ~~2020.~~2021. This decrease was due to the slowing of ~~refinancing~~refinance activity in the mortgage portfolio, which resulted in ~~less~~fewer gains on sales ~~as well as no sales activity~~in 2022.

Non-GAAP, core operating expenses, exclusive of the $3.3 million in litigation settlement expense recorded in the ~~investment portfolio during the third~~first quarter of ~~2021. Bank Owned Life Insurance (“BOLI”) income decreased~~2021, increased by ~~$0.1~~$1.4 million when comparing the ~~third~~first quarter of ~~2021~~2022 to the ~~third~~first quarter of ~~2020 due to the receipt of policy proceeds in the third quarter of 2020.~~

~~Other operating expenses increased by $2.5 million when comparing the third quarter of 2021 to the third quarter of 2020.~~2021. This increase was driven by an increase in salaries and benefits of ~~$0.3~~$0.9 million related in part to a reduction in deferred loan origination costs in 2021 (primarily related to PPP activities) and increased incentive pay, offset by a decline in life and health insurance related to reduced claims. OREO expenses increased by $0.5 million due to an expense credit in the $2.4 million prepayment penalties incurred in connection with the prepayment of the FHLB advances. As noted above, the prepayment was a strategic decision to use $70.0 million of cash for the purpose of reducing the cost of funds for the remainder of 2021 and future years. Occupancy, equipment and technology service expenses were stable during the thirdfirst quarter of 2021 ~~when compared~~related to ~~the third quarter~~gains on sales of ~~2020. Investor relations~~properties. Equipment and ~~professional services costs were also stable during the third quarter of 2021 when compared to the third quarter of 2020. Other miscellaneous expenses, such as Visa~~data processing fees ~~contract labor, schools and seminars, dues and licenses, in-house training, trust department expense, debit card expense and other personnel related expenses, declined. The decreases~~also increased $0.3 million quarter over quarter. These increases were offset by ~~increases~~a decrease of $0.2 million in ~~marketing, contributions~~professional services and ~~consulting~~$0.1 million in telephone related expenses.

The provision for loan losses was a credit of $0.4 million for the quarter ended March 31, 2022 and an expense of $0.1 million for the quarter ended March 31, 2021. The credit to provision expense recorded in the first quarter of 2022 was attributable to reductions in the qualitative factors, particularly related to the continued payment performance of previously modified loans that began performing in accordance with their original payment terms. Net charge-offs of $0.2 million were recorded for the quarter ended March 31, 2022, compared to net charge offs of $42,000 for the same period of 2021. The ratio of the ALL to loans outstanding, including PPP loan balances, was 1.29% at March 31, 2022 compared to 1.38% at December 31, 2021. The ratio of ALL to loans outstanding, excluding PPP loan balances of $1.3 million and $7.7 million, respectively was 1.30% at March 31, 2022 and 1.39% at December 31, 2021, non-GAAP.

The effective income tax rates as a percentage of income for the ~~nine-month~~three month periods ended ~~September 30,~~March 31, 2022 and 2021 were 25.0% and ~~2020 were 24.9% and 22.1%~~24.3%, respectively. The slight increase in the tax rate for the ~~first nine months of 2021~~2022 period was primarily due to the reduction in tax exempt income as well as the reduction in tax credits related to the expiration of a low-income housing tax credit in June 2021. A new 2021 investment in a low-income housing tax credit is expected to provide tax benefits later in 2022 and ~~beyond.~~future years.

Non-GAAP Financial Measures

The Corporation believes that certain non-GAAP financial measures are meaningful because they reflect adjustments commonly made by management, investors, regulators and analysts to evaluate performance trends and the adequacy of common equity. This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for performance and financial condition measures determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.

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The following table presents a reconciliation of net income and basic and diluted earnings per share (as reported) to adjusted net income and adjusted basic and diluted earnings per ~~share excluding settlement and prepayment penalty expense:~~share:

Nine months ended September 30,

2021

2020
(in thousands, except for per share amount)

Net income - as reported

$
12,221

$
9,285
Adjustments:

Settlement expense

3,300

—
FHLB penalty

2,368

—
Income tax effect of adjustment

(1,313)

—
Adjusted net income (non-GAAP)

$
16,576

$
9,285

Basic and Diluted earnings per share - as reported

$
1.81

$
1.32
Adjustments:

Settlement expense

0.47

—
FHLB penalty

0.35

Income tax effect of adjustment

(0.18)

—
Adjusted basic and diluted earnings per share (non-GAAP)

$
2.45

$
1.32

~~The following table presents a reconciliation of basic and diluted book value per share (as reported) to adjusted basic and diluted book value per share excluding settlement expense:~~

Nine months ended September 30,

2021

2020
(in thousands, except for per share amount)

Basic book value per share

Equity

133,787

130,237
Outstanding shares

6,618

6,984
Basic book value per share

$
20.22

$
18.63

Diluted book value per share

Equity

133,787

130,237
Outstanding shares

6,625

6,989
Diluted book value per share

$
20.19

$
18.62


	Three months ended March 31,
	2022		2021
(in thousands, except for per share amount)
Net income - as reported	$	5,715	$	3,430
Adjustments:
Settlement expense		—		3,300
Income tax effect of adjustment		—		(735)
Adjusted net income (non-GAAP)	$	5,715	$	5,995

Basic and Diluted earnings per share - as reported	$	0.86	$	0.49
Adjustments:
Settlement expense		—		0.47
Income tax effect of adjustment		—		(0.10)
Adjusted basic and diluted earnings per share (non-GAAP)	$	0.86	$	0.86

Significant Ratios:

Return on Average Assets (1) - as reported		1.31%		0.79%
Settlement expenses, net of income tax effect		—		0.59%
Adjusted Return on Average Assets (1) (non-GAAP)		1.31%		1.38%

Return on Average Equity (1) - as reported		16.49%		10.58%
Settlement expenses, net of income tax effect		—		7.90%
Adjusted Return on Average Equity (1) (non-GAAP)		16.49%		18.48%

Net Interest Income

Net interest income is our largest source of operating revenue. Net interest income is the difference between the interest that we earn on our interest-earning assets and the interest expense we incur on our interest-bearing liabilities. For analytical and discussion purposes, net interest income is adjusted to a FTE basis to facilitate performance comparisons between taxable and tax-exempt assets by increasing tax-exempt income by an amount equal to the federal income taxes that would have been paid if this income were taxable at the statutorily applicable rate. This is a non-GAAP disclosure and management believes it is not materially different than the corresponding GAAP disclosure.

~~Table of Contents~~

The tables below summarizes net interest income for the ~~nine and~~ three month periods ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.

GAAP

Non-GAAP - FTE

Nine Months Ended

Nine Months Ended

September 30,

September 30,

(dollars in thousands)

2021

2020

2021

2020

Interest income

$
43,408

$
43,973

$
44,113

$
44,651

Interest expense

4,784

7,528

4,784

7,528

Net interest income

$
38,624

$
36,445

$
39,329

$
37,123

Net interest margin %

3.16
%

3.37
%

3.21
%

3.43
%

Three Months Ended

Three Months Ended

September 30,

September 30,

(dollars in thousands)

2021

2020

2021

2020

Interest income

$
14,910

$
14,253

$
15,142

$
14,481

Interest expense

1,285

2,351

1,285

2,351

Net interest income

$
13,625

$
11,902

$
13,857

$
12,130

Net interest margin %

3.32
%

3.06
%

3.38
%

3.12
%


	GAAP						Non-GAAP - FTE
	Three Months Ended						Three Months Ended
	March 31,						March 31,
(dollars in thousands)	2022			2021			2022			2021
Interest income	$	14,147		$	14,062		$	14,388		$	14,301
Interest expense		806			1,826			806			1,826
Net interest income	$	13,341		$	12,236		$	13,582		$	12,475
Net interest margin %		3.34	%		3.05	%		3.40	%		3.11	%

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The following tables set forth the average balances, net interest income and expense, and average yields and rates of our interest-earning assets and interest-bearing liabilities for the ~~nine and~~ three month periods ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:


	Nine Months Ended												Three Months Ended
	September 30,												March 31,
	2021						2020						2022						2021
	Average				Average		Average				Average		Average				Average		Average				Average
(dollars in thousands)	Balance		Interest		Yield/Rate		Balance		Interest		Yield/Rate		Balance		Interest		Yield/Rate		Balance		Interest		Yield/Rate
Assets
Loans	$	1,179,205	$	39,562	4.49	%	$	1,136,473	$	39,231	4.61	%	$	1,168,803	$	12,450	4.32	%	$	1,202,677	$	12,754	4.30	%
Investment Securities:
Taxable		267,899		2,864	1.43	%		197,186		3,612	2.45	%		363,155		1,406	1.57	%		255,853		990	1.57	%
Non taxable		25,487		1,448	7.60	%		26,335		1,448	7.34	%		28,022		505	7.31	%		26,075		492	7.65	%
Total		293,386		4,312	1.96	%		223,521		5,060	3.02	%		391,177		1,911	1.98	%		281,928		1,482	2.13	%
Federal funds sold		156,504		128	0.11	%		79,228		182	0.31	%		53,321		18	0.14	%		135,458		24	0.07	%
Interest-bearing deposits with other banks		3,419		1	0.06	%		889		9	1.37	%		5,255		1	0.08	%		2,668		1	0.15	%
Other interest earning assets		3,622		110	4.07	%		4,451		169	5.06	%		1,029		8	3.15	%		4,459		40	3.64	%
Total earning assets		1,636,136		44,113	3.60	%		1,444,562		44,651	4.13	%		1,619,585		14,388	3.60	%		1,627,190		14,301	3.56	%
Allowance for loan losses		(16,924)						(15,049)						(15,900)						(16,404)
Non-earning assets		154,464						146,213						165,549						154,347
Total Assets	$	1,773,676					$	1,575,726					$	1,769,234					$	1,765,133
Liabilities and Shareholders’ Equity
Interest-bearing demand deposits	$	211,005	$	460	0.29	%	$	177,848	$	531	0.40	%	$	284,799	$	89	0.13	%	$	202,530	$	172	0.34	%
Interest-bearing money markets		340,322		367	0.14	%		305,714		1,207	0.53	%		295,923		63	0.09	%		358,038		170	0.19	%
Savings deposits		218,605		63	0.04	%		172,735		136	0.10	%		243,919		18	0.03	%		202,968		25	0.05	%
Time deposits:
Less than $100k		100,777		979	1.30	%		111,757		1,310	1.57	%
$100k or more		108,195		1,008	1.25	%		129,290		1,813	1.87	%
Time deposits														154,811		305	0.80	%		227,548		779	1.39	%
Short-term borrowings		55,151		67	0.16	%		43,895		68	0.21	%		59,555		18	0.12	%		50,301		24	0.19	%
Long-term borrowings		92,980		1,840	2.65	%		100,929		2,463	3.26	%		30,929		313	4.10	%		100,929		656	2.64	%
Total interest-bearing liabilities		1,127,035		4,784	0.57	%		1,042,168		7,528	0.96	%		1,069,936		806	0.31	%		1,142,314		1,826	0.65	%
Non-interest-bearing deposits		488,870						362,547						530,672						465,476
Other liabilities		26,850						45,572						28,109						25,802
Shareholders’ Equity		130,921						125,439						140,517						131,541
Total Liabilities and Shareholders’ Equity	$	1,773,676					$	1,575,726					$	1,769,234					$	1,765,133
Net interest income and spread			$	39,329	3.03	%			$	37,123	3.17	%			$	13,582	3.29	%			$	12,475	2.91	%
Net interest margin					3.21	%					3.43	%					3.40	%					3.11	%

(1)

The above table reflects the average rates earned or paid stated on an FTE basis assuming a 21% tax rate for ~~2021~~2022 and ~~2020.~~2021. Non-GAAP interest income on a fully taxable equivalent was ~~$705~~$241 and ~~$678,~~$239, respectively.

(2)

Net interest margin is calculated as net interest income divided by average earning assets.

(3)

The average yields on investments are based on amortized cost.

Net interest income, on a non-GAAP, FTE basis, increased by $2.2 million (5.9%) during the nine months ended September 30, 2021 when compared to the nine months ended September 30, 2020 driven by a $2.7 million (36.5%) decrease in interest expense, partially offset by a decrease in interest income of $0.5 million. The decrease in interest expense resulted from proactive efforts to reduce the cost of funds by further reductions to rates on deposit accounts throughout 2021, the runoff of balances in the time deposits of $100,000 or more, including brokered deposits, and the expiration of empowered rates on money market accounts. The prepayment of the FHLB advances in the third quarter should significantly reduce interest expense in the fourth quarter and future years. The net interest margin, on an FTE basis, declined to 3.21% for the nine months ended September 30, 2021 compared to 3.43% for the same period of 2020. Excluding the average balances of PPP loans of $100.6 million and interest and fees of $4.0 million, the net interest margin for the nine months ended September 2021 was 3.07%.

~~Table of Contents~~

~~The decrease in~~stable interest income was driven by a ~~slight increase~~reduction in interest and fees on loans related to reduced fees and average balances of $33.9 million, primarily PPP loans. This decline was offset by ~~reduced~~increased interest income on the investment ~~portfolio. While the average balance of the investment~~ portfolio ~~increased~~driven by $69.9 million, bonds at higher yielding rates were called and replaced with lower yielding investments, resulting in a decrease in average yield on the investment portfolio of 106 basis points. The increase in the average balance of investments is due to a strategic decision in December 2020 to invest $70.0 million of excess cash into the investment portfolio. Significantly higher cash levels invested at an ~~average yield on Fed Funds of 0.11% for the first nine months of 2021, compared to 0.31% for the first nine months of 2020, also negatively impacted the margin for the first nine months of 2021. The~~ increase in average balance of loans of $42.7 million, driven by PPP loans and the purchase of a $20.0 million consumer loan pool during the second quarter of 2021, offset the declining yield in the portfolio. Interest and fees on loans increased slightly when comparing the first nine months of 2021 to the first nine months of 2020. The average balances of PPP loans of approximately $100.6 million generated $3.2 million of interest and fees but had a negative impact on the margin. The average loan yield was also negatively impacted by the low-rate environment, which resulted in loan production and loans repricing at lower rates. These factors resulted in a decrease of approximately 12 basis points in average loan yield when compared to the nine months ended September 30, 2020.$109.2 million.

The decrease in interest expense ~~of $2.7 million, despite an increase~~was driven by further reductions in ~~average interest-bearing liabilities of $84.9 million, was a direct result of a reduction in~~deposit rates during 2021 and reducing the cost of interest-bearing deposits ofby 27 basis points ~~a 5 basis point decrease in the cost of our short-term borrowings~~ and a ~~61 basis point decrease~~decline in ~~the cost~~average balances of ~~long-term borrowings.~~$11.6 million. The ~~decrease in the rate on long-term borrowings was primarily due to the restructuring~~prepayment of three long-term Federal Home Loan Bank advances late in the fourth quarter of 2020 that resulted in a reduced weighted average rate of 80 basis points on the $70.0 million portfolio. The rate on the long-term borrowings will be reduced further as the $70.0 million of FHLB advances ~~were repaid late~~ in 2021 also contributed to the third quarter of 2021. These advances had a weighted rate of 1.90%. The average balance on our interest-bearing money market accounts increased $34.6 million, while the rate on these accounts decreased by 39 basis points. Average growth of $126.3 million in our non-interest-bearing accounts benefited our overall cost of deposits.reduced interest expense.

~~Table of Contents~~

Three Months Ended

September 30,

2021

2020

(dollars in thousands)

Average
Balance

Interest

Average
Yield/Rate

Average
Balance

Interest

Average
Yield/Rate

Assets

Loans

$
1,162,374

$
13,689

4.67
%
$
1,198,888

$
12,950

4.30
%
Investment Securities:

Taxable

274,648

880

1.27
%

194,722

960

1.96
%
Non taxable

25,073

476

7.54
%

27,049

494

7.26
%
Total

299,721

1,356

1.79
%

221,771

1,454

2.61
%
Federal funds sold

159,444

65

0.16
%

119,039

28

0.09
%
Interest-bearing deposits with other banks

4,283

—

—
%

1,157

2

0.73
%
Other interest earning assets

2,772

32

4.64
%

4,468

47

4.15
%
Total earning assets

1,628,594

15,142

3.69
%

1,545,323

14,481

3.73
%
Allowance for loan losses

(17,597)

(17,252)

Non-earning assets

157,806

153,846

Total Assets

$
1,768,803

$
1,681,917

Liabilities and Shareholders’ Equity

Interest-bearing demand deposits

$
215,085

$
113

0.21
%
$
195,363

$
190

0.39
%
Interest-bearing money markets

332,889

79

0.09
%

332,012

330

0.40
%
Savings deposits

230,925

17

0.03
%

182,733

35

0.08
%
Time deposits:

Less than $100k

89,723

253

1.12
%

111,647

435

1.55
%
$100k or more

94,770

270

1.13
%

121,986

525

1.71
%
Short-term borrowings

63,968

17

0.11
%

45,719

19

0.17
%
Long-term borrowings

77,342

536

2.75
%

100,929

817

3.22
%
Total interest-bearing liabilities

1,104,702

1,285

0.46
%

1,090,389

2,351

0.86
%
Non-interest-bearing deposits

503,006

407,334

Other liabilities

27,143

56,091

Shareholders’ Equity

133,952

128,103

Total Liabilities and Shareholders’ Equity

$
1,768,803

$
1,681,917

Net interest income and spread

$
13,857

3.23
%

$
12,130

2.87
%
Net interest margin

3.38
%

3.12
%

(1)The above table reflects the average rates earned or paid stated on an FTE basis assuming a 21% tax rate for 2021 and 2020. Non-GAAP interest income on a fully taxable equivalent was $232 and $228, respectively.

~~(2)Net interest margin is calculated as net interest income divided by average earning assets.~~

~~(3)The average yields on investments are based on amortized cost.~~

The increase in interest income on loans was a result of increased interest on consumer loans related to the purchase of a loan pool in the second quarter as well as an increase in the unearned fees related to the PPP forgiveness during the quarter. The reduction of interest expense resulted from the further reduction of deposit rates early in the third quarter and the declining balances in the higher cost CD portfolio. The prepayment of the FHLB advances should positively impact interest expense for the remainder of 2021 and future years. The weighted rate on the $70.0 million FHLB long-term borrowings was 1.90%. The net interest margin for the third quarter of 2021 was 3.38%, compared to 3.12% for the third quarter of 2020. Excluding the average balance of PPP loans of $48.5 million and interest and fees of $1.4 million, the net interest margin for the third quarter of 2021 was 3.12%.

~~Table of Contents~~

Participation in the PPP, with an average outstanding loan balance of $48.5 million and an interest rate of 1.0%, negatively impacted the margin for the third quarter of 2021 by 6 basis points. However, deferred fees of approximately $1.3 million recognized during the third quarter of 2021 positively impacted the margin by 32 basis points, with a net positive impact of 26 basis points. Continued elevated cash levels have also negatively impacted the margin.

The decrease in interest expense of $1.1 million, despite an increase in average interest-bearing liabilities of $14.3 million, was a direct result of a reduction in the cost of deposits of 25 basis points, a 6 basis point decrease in the cost of our short-term borrowings and a 47 basis point decrease in the cost of long-term borrowings. The decrease in the rate on long-term borrowings is primarily due to the restructuring of three long-term FHLB advances late in the fourth quarter of 2020 that resulted in a reduced weighted average rate of 80 basis points on the $70.0 million portfolio. The rate on the long-term borrowings will be reduced further as the $70.0 million of FHLB advances were repaid late in the third quarter of 2021. These advances had a weighted rate of 1.90%. The average balance on our interest-bearing money market accounts remained stable, while the rate on these accounts decreased by 31 basis points. Average growth of $95.7 million in our non-interest-bearing accounts benefited our overall cost of deposits as well as the overall reduction to rates on all deposit products in the third quarter.

5643

Table of Contents

The following table sets forth an analysis of volume and rate changes in interest income and interest expense for our average interest-earning assets and average interest-bearing liabilities for the ~~nine and~~ three month periods ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:


	For the Nine months ended September 30, 2021						For the Three months ended March 31, 2022
	compared to the Nine months ended September 30, 2020						compared to the three months ended March 31, 2021
(in thousands and tax equivalent basis)	Volume		Rate		Net		Volume		Rate		Net
Interest Income:
Loans	$	1,477	$	(1,146)	$	331	$	(364)	$	60	$	(304)
Taxable Investments		1,299		(2,047)		(748)		422		(6)		416
Non-taxable Investments		(47)		47		0		37		(24)		13
Federal funds sold		180		(234)		(54)		(15)		9		(6)
Interest-bearing deposits		26		(34)		(8)		1		(1)		0
Other interest earning assets		(31)		(28)		(59)		(31)		(1)		(32)
Total interest income		2,904		(3,442)		(538)		50		37		87
Interest Expense:
Interest-bearing demand deposits		99		(170)		(71)		70		(153)		(83)
Interest-bearing money markets		138		(978)		(840)		(30)		(77)		(107)
Savings deposits		34		(107)		(73)		6		(13)		(7)
Time deposits less than $100K		(129)		(202)		(331)
Time deposits $100K or more		(296)		(509)		(805)
Time deposits								(253)		(221)		(474)
Short-term borrowings		18		(19)		(1)		5		(11)		(6)
Long-term borrowings		(194)		(429)		(623)		(461)		118		(343)
Total interest expense		(330)		(2,414)		(2,744)		(663)		(357)		(1,020)
Net interest income	$	3,234	$	(1,028)	$	2,206	$	713	$	394	$	1,107

For the Three months ended September 30, 2021 compared to the Three months ended September 30, 2020
(in thousands and tax equivalent basis)

Volume

Rate

Net
Interest Income:

Loans

$
(393)

$
1,132

$
739
Taxable Investments

392

(472)

(80)
Non-taxable Investments

(36)

18

(18)
Federal funds sold

9

28

37
Interest-bearing deposits

6

(8)

(2)
Other interest earning assets

(18)

3

(15)
Total interest income

(40)

701

661
Interest Expense:

Interest-bearing demand deposits

19

(96)

(77)
Interest-bearing money markets

1

(252)

(251)
Savings deposits

10

(28)

(18)
Time deposits less than $100K

(85)

(97)

(182)
Time deposits $100K or more

(116)

(139)

(255)
Short-term borrowings

8

(10)

(2)
Long-term borrowings

(190)

(91)

(281)
Total interest expense

(353)

(713)

(1,066)
Net interest income

$
313

$
1,414

$
1,727

(1)

The change in interest income/expense due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

~~Table of Contents~~

Provision for Loan Losses

Other Income

The composition of other operating income for the ~~nine and~~ three month periods ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ is illustrated in the following table:

Income as % of

Income as % of

Total Other Income

Total Other Income

Nine Months Ended

Three Months Ended

September 30,

September 30,
(in thousands)

2021

2020

2021

2020
Service charges on deposit accounts

$
1,292

10%

$
1,439

13%

$
475

10%

$
447

11%
Other service charges

664

5%

517

5%

232

5%

195

5%
Trust department

6,441

47%

5,355

47%

2,166

48%

1,871

47%
Debit card income

2,623

19%

2,052

18%

900

20%

738

19%
Bank owned life insurance

877

7%

961

8%

298

7%

373

9%
Brokerage commissions

854

6%

713

6%

229

5%

234

6%
Other income

835

6%

374

3%

223

5%

120

3%

$
13,586

100%

$
11,411

100%

$
4,523

100%

$
3,978

100%


	Income as % of
	Total Other Income
	Three Months Ended
	March 31,
(in thousands)	2022			2021
Service charges on deposit accounts	$	465	10%	$	405	9%
Other service charges		213	5%		211	5%
Trust department		2,189	50%		2,241	52%
Debit card income		886	20%		810	19%
Bank owned life insurance		292	7%		286	7%
Brokerage commissions		220	5%		268	6%
Other income		117	3%		117	2%
	$	4,382	100%	$	4,338	100%

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Other Operating Expenses

The composition of other operating expenses for the ~~nine and~~ three month periods ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ is illustrated in the following table:


	Expense as % of						Expense as % of						Expense as % of
	Total Other Operating Expenses						Total Other Operating Expenses						Total Other Operating Expenses
	Nine Months Ended						Three Months Ended						Three Months Ended
	September 30,						September 30,						March 31,
(in thousands)	2021			2020			2021			2020			2022			2021
Salaries and employee benefits	$	16,214	44%	$	16,244	49%	$	5,719	44%	$	5,378	51%	$	5,968	56%	$	4,988	40%
FDIC premiums		575	2%		404	1%		209	2%		201	2%		174	2%		183	1%
Equipment		2,837	8%		2,871	9%		1,032	8%		978	9%		1,044	10%		851	7%
Occupancy		2,102	6%		2,200	7%		684	5%		707	7%		727	7%		725	6%
Data processing		2,420	6%		3,155	10%		819	6%		1,130	11%		821	8%		726	6%
Marketing		408	1%		405	1%		129	1%		122	1%		106	1%		146	1%
Professional services		3,276	9%		2,506	8%		615	5%		602	6%		520	5%		766	6%
Contract labor		486	1%		480	1%		153	1%		180	2%		165	1%		148	1%
Line rentals		606	2%		654	2%		123	1%		216	2%
Telephone														114	1%		215	2%
Other real estate owned		(460)	(1)%		3	0%		150	1%		6	0%		95	1%		(412)	(3)%
Investor relations		546	1%		1,160	3%		116	1%		54	0%		96	1%		124	1%
Settlement expense		3,300	9%		—	0%		—	0%		—	0%		—	0%		3,300	26%
FHLB prepayment penalty		2,368	6%		—	0%		2,368	18%		—	0%
Contributions														21	0%		23	0%
Other		2,308	6%		2,890	9%		910	7%		966	9%		727	7%		740	6%
	$	36,986	100%	$	32,972	100%	$	13,027	100%	$	10,540	100%	$	10,578	100%	$	12,523	100%

Provision for Income Taxes

In reporting interim financial information, income tax provisions should be determined under the procedures set forth in Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 740, Income Taxes (Section 740-270-30). This guidance provides that at the end of each interim period, an entity should make its best estimate of the effective tax rate expected to be applicable for the full fiscal year. The rate so determined should be used in providing for income taxes on a current year-to-date basis. The effective tax rate should reflect anticipated investment tax credits, capital gains rates, and other available tax planning alternatives. In arriving at this effective tax rate, however, no effect should be included for the tax related to significant, unusual or extraordinary items that will be separately reported or reported net of their related tax effect in reports for the interim period or for the fiscal year.

The effective income tax rate as a percentage of income increased to 24.9% at September 30, 2021 from 22.1% at September 30, 2020 primarily due to a reduction in tax exempt income and the reduction in low income housing tax credits that expired in June 2021. A new investment in a low income housing tax credit will reduce the effective tax rate beginning in 2022 and future years.

FINANCIAL CONDITION

Balance Sheet Overview

Total assets at ~~September 30, 2021 decreased~~March 31, 2022 increased to ~~$1.7~~$1.8 billion, representing a ~~$24.9~~$30.5 million ~~decrease~~increase since December 31, ~~2020.~~2021. During the first ~~nine months~~quarter of ~~2021,~~2022, cash and interest-bearing deposits in other banks decreased by ~~$14.5~~$39.6 million, the investment portfolio increased by ~~$2.4~~$42.2 million and gross loans ~~decreased~~increased by ~~$5.9~~$27.7 million. ~~The decrease in cash was due primarily to the~~Management made a strategic decision to deploy ~~$39.0 million~~excess cash balances early in the first quarter of cash to purchase a pool of mortgage loans for the purpose of offsetting mortgage portfolio balances that have been declining due to continued refinancing activity. Management also used $70.0 million to prepay FHLB advances. Although the Bank recorded $2.42022 by purchasing approximately $50.0 million in penalties in connection with the FHLP prepayments, management anticipates that the resulting reduction in interest expense for the remainder of 2021 and in future years will offset the penalty and have a significant impact on the cost of funds.short-term treasury bonds. OREO balances ~~decreased $2.7 million due~~remained stable during the first quarter although there continues to ~~the sale of a parcel~~be interest in parcels of real estate that previously secured a large commercial participation loan. We anticipate further reductions to OREO balances during 2022 as we consummate additional sale contracts.

Total liabilities increased by $35.3 million when compared to liabilities at December 31, 2021. The increase in the first quarter of 2022 was attributable to core relationship deposit growth of $38.2 million. Balances in short-term borrowings related to our Treasury Management product increased slightly by $1.2 million. Total shareholders’ equity decreased by $4.8 million during the quarter, as net income of $5.7 million was offset by the payment of $1.0 million in dividends and the decline of $9.6 million in accumulated other comprehensive loss related to declining market values of our investment portfolio and pension plan assets.

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securing a large commercial participation loan in the first quarter of 2021 and the additional sales of undeveloped lots. We anticipate further reduction to OREO balances over the next quarter as we consummate additional sales contracts.

Total liabilities decreased by $27.6 million when compared to liabilities at December 31, 2020. The decrease in the first nine months of 2021 was attributable to deposit growth of $22.1 million due to stimulus programs and to growth in core relationships, increased balances in short-term borrowings related to our Treasury Management product, offset by the prepayment of $70.0 million in FHLB long-term borrowings. Total shareholders’ equity increased slightly during the first nine months of 2021, as net income of $12.2 million was offset by the repurchase of $7.2 million (400,000 shares) of First United Corporation common stock.

Loan Portfolio

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


(dollars in thousands)	September 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
Commercial real estate	$	371,785	32%	$	369,176	32%	$	391,136	33%	$	374,291	32%
Acquisition and development		132,256	11%		116,961	10%		133,031	11%		128,077	11%
Commercial and industrial		195,758	17%		266,745	23%
Commercial and industrial *								194,914	17%		180,976	16%
Residential mortgage		405,885	35%		379,170	32%		399,704	34%		404,686	35%
Consumer		56,184	5%		35,760	3%		62,616	5%		65,657	6%
Total Loans	$	1,161,868	100%	$	1,167,812	100%	$	1,181,401	100%	$	1,153,687	100%

*Includes $1.3 million of PPP loans at March 31, 2022 and $7.7 million at December 31, 2021

Outstanding loans of $1.2 billion at ~~September 30, 2021~~March 31, 2022 reflected ~~a decline~~an increase of ~~$5.9~~$27.7 million during the first ~~nine months~~quarter of 2021, which was primarily attributable to growth in our mortgage loan portfolio due to the purchase of a $39.0 million loan pool, offset by a decline of portfolio balances. This loan pool consisted of individual adjustable and fixed rate residential mortgage loans.2022. Core commercial loan growth was offset slightly by PPP loan forgiveness. Commercial real estate (“(:CRE”) loans increased by ~~$2.6~~$16.8 million, acquisition and development (“A&D”) loans increased by ~~$15.3~~$5.0 million and commercial and industrial ~~(“C&I”)~~ loans ~~decreased~~increased by ~~$71.0~~$14.0 million, as growth in core portfolio loans of ~~$12.7~~$20.4 million was offset by $6.4 million of PPP loan forgiveness. Residential mortgage loans ~~increased $26.7~~decreased $5.0 million ~~due~~resulting from amortization of the portfolio as well as paydowns and payoffs. The refinancing activity continued to slow in the first quarter and much of the production of residential mortgage loans was booked to the purchase of a pool of 1-4 family residential loans, offset by the continued refinancing activity. Given the current low interest rate environment, customers appear to be seeking longer-term, fixed-rate loans and we continued to use the secondary market rather than hold these longer-term fixed rate mortgage loans in thein-house portfolio. The consumer loan portfolio ~~increased~~decreased by ~~$20.4 million due to the purchase of a pool of consumer loans in the second quarter of 2021 as an effort to deploy excess cash into higher yielding, short-term assets.~~ $3.0 million.

Commercial loan production for the ~~first nine~~three months ~~of 2021~~ended March 31, 2022 was approximately $~~147.9 million, with $46.7 million originated during the third quarter, exclusive of PPP loan production. PPP loan production was approximately $66.1 million for the first nine months of 2021.~~68.1 million. At ~~September 30, 2021,~~March 31, 2022, unfunded, committed commercial construction loans totaled approximately ~~$26.6~~$25.6 million. Commercial amortization and payoffs were approximately ~~$117.3~~$45.1 million through ~~September 30, 2021,~~March 31, 2022, exclusive of ~~PPP.~~PPP loans.

Consumer mortgage loan production for the first quarter of 2022 was approximately ~~$89.6~~$20.5 million ~~through September 30, 2021.~~with the vast majority of this production being comprised of in-house mortgages. The production and pipeline mix of in-house, portfolio loans and investor loans ~~remained strong~~ as of ~~September 30, 2021, with those loans totaling $20.0 million, consisting~~March 31, 2022 consisted of ~~$16.0~~$13.4 million in portfolio loans and ~~$4.0~~$1.0 million in investor loans. AtProduction levels have slowed for residential mortgages as compared to the ~~end of the second~~first quarter of 2021 ~~management implemented special promotions for residential mortgage products to shift production towards portfolio loans~~based on the long-term interest rate increases that have occurred during the fourth quarter of 2021 and ~~utilize excess cash balances.~~into the first quarter of 2022.

Non-accrual loans totaled ~~$7.4~~$2.3 million at ~~September 30, 2021~~March 31, 2022 compared to ~~$3.3~~$2.5 million at December 31, ~~2020.~~2021. The ~~increase~~slight decrease in ~~the~~ non-accrual ~~balance~~balances at ~~September 30, 2021~~March 31, 2022 was ~~due~~primarily related to ~~the movement~~$0.1 million of ~~two hospitality loans, totaling approximately $4.0 million, to non-accrual status during~~one commercial and industrial loan that paid off in the first quarter of 2021. These loans suffered reduced cash flows due to the impact of the COVID-19 pandemic, received modifications and were classified as substandard at December 31, 2020. These loans have returned to their contractual payment terms but will remain on non-accrual status until they pay full contractual payments for six months.2022.

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Risk Elements of Loan Portfolio

The following table presents the risk elements of our loan portfolio at the dates indicated. Management is not aware of any potential problem loans other than those listed in this table or discussed below.


(dollars in thousands)	September 30, 2021		% of Applicable Portfolio	December 31, 2020		% of Applicable Portfolio	March 31, 2022		% of Applicable Portfolio	December 31, 2021		% of Applicable Portfolio
Non-accrual loans:
Commercial real estate	$	5,017	1.35%	$	898	0.24%	$	73	0.02%	$	81	0.02%
Acquisition and development		395	0.30%		366	0.31%		381	0.29%		390	0.30%
Commercial and industrial								—	0.00%		90	0.05%
Residential mortgage		2,011	0.50%		2,048	0.54%		1,878	0.47%		1,901	0.47%
Consumer		18	0.03%		27	0.08%
Total non-accrual loans	$	7,441	0.64%	$	3,339	0.29%	$	2,332	0.20%	$	2,462	0.21%
Accruing Loans Past Due 90 days or more:
Acquisition and development		—			10
Residential mortgage		154			710		$	—		$	148
Consumer		35			4			37			152
Total loans past due 90 days or more	$	189		$	724		$	37		$	300
Total non-accrual and accruing loans past due 90 days or more	$	7,630		$	4,063		$	2,369		$	2,762
Restructured Loans (TDRs):
Performing	$	3,475		$	3,657		$	2,934		$	2,997
Non-accrual (included above)		284			301			294			300
Total TDRs	$	3,759		$	3,958		$	3,228		$	3,297
Other real estate owned	$	6,663		$	9,386		$	4,477		$	4,477
Total Non-performing assets							$	6,846		$	7,239
Impaired loans without a valuation allowance	$	9,148		$	6,060			5,157			5,248
Impaired loans with a valuation allowance		2,040			1,399			374			480
Total impaired loans	$	11,188		$	7,459		$	5,531		$	5,728
Valuation allowance related to impaired loans	$	205		$	57		$	35		$	64

Non-accrual loans to total loans (as %)								0.20%			0.21%
Non-performing loans to total loans (as %)								0.20%			0.24%
Non-performing assets to total assets (as %)								0.39%			0.42%
Allowance for loan losses to non-accrual loans (as %)								655.75%			648.05%
Allowance for loan losses to non-performing assets (as %)								223.37%			220.40%

Performing loans considered to be impaired (including performing troubled debt restructurings, or TDRs), as defined and identified by management, amounted to ~~$7.6~~$2.9 million at ~~September 30, 2021~~March 31, 2022 and ~~$4.1~~$3.0 million at December 31, ~~2020.~~2021. Loans are identified as impaired when, based on current information and events, management determines that we will be unable to collect all amounts due according to contractual terms. These loans consist primarily of A&D loans and CRE loans. The fair values are generally determined based upon independent third-party appraisals of the collateral or discounted cash flows based upon the expected proceeds. Specific allocations have been made where management believes there is insufficient collateral to repay the loan balance if liquidated and there is no secondary source of repayment available.

Loans that have been modified in reliance on Section 4013 of the CARES Act and the guidance issued thereunder are not treated as TDRs. Information about these loans can be found in Notes 2 and 5 to the consolidated financial statements presented in Item 1 of Part I of this report.

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The following table presents the details of impaired loans that are TDRs by class at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


	September 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
	Number of	Recorded		Number of	Recorded		Number of	Recorded		Number of	Recorded
(dollars in thousands)	Contracts	Investment		Contracts	Investment		Contracts	Investment		Contracts	Investment
Performing
Commercial real estate
Non owner-occupied	2	$	215	2	$	224	1	$	105	1	$	106
All other CRE	1		2,110	1		2,208	2		2,138	2		2,178
Acquisition and development
1-4 family residential construction	1		245	1		266	1		231	1		239
All other A&D	1		202	1		210	—		—	—		—
Commercial and industrial	—		—	—		—	—		—	—		—
Residential mortgage
Residential mortgage – term	7		703	7		749	6		460	6		474
Residential mortgage – home equity	—		—	—		—	—		—	—		—
Consumer	—		—	—		—	—		—	—		—
Total performing	12	$	3,475	12	$	3,657	10	$	2,934	10	$	2,997
Non-accrual
Commercial real estate
Non owner-occupied	—	$	—	—	$	—	—	$	—	—	$	—
All other CRE	—		—	—		—	—		—	—		—
Acquisition and development
1-4 family residential construction	—		—	—		—	—		—	—		—
All other A&D	—		—	—		—	—		—	—		—
Commercial and industrial	—		—	—		—	—		—	—		—
Residential mortgage
Residential mortgage – term	2		284	2		301	2		294	2		300
Residential mortgage – home equity	—		—	—		—	—		—	—		—
Consumer	—		—	—		—	—		—	—		—
Total non-accrual	2		284	2		301	2		294	2		300
Total TDRs	14	$	3,759	14	$	3,958	12	$	3,228	12	$	3,297

The level of TDRs was ~~$3.8~~$3.2 million at ~~September 30, 2021~~March 31, 2022 compared to ~~$4.0~~$3.3 million at December 31, ~~2020,~~2021, with a slight reduction due to payments made during the first ~~nine~~three months of ~~2021.~~2022. There were no new TDRs during the first ~~nine~~three months of ~~2021.~~2022.

Allowance and Provision for Loan Losses

The ALL is maintained to absorb probable incurred credit losses from the loan portfolio. The ALL is based on management’s continuing evaluation of the quality of the loan portfolio, assessment of current economic conditions, diversification and size of the portfolio, adequacy of collateral, past and anticipated loss experience, and the amount of non-performing loans.

The ALL is also based on estimates, and actual losses will vary from current estimates. These estimates are reviewed quarterly, and as adjustments, either positive or negative, become necessary, a corresponding increase or decrease is made in the ALL. The methodology used to determine the adequacy of the ALL is consistent with prior years. An estimate for probable losses related to unfunded lending commitments, such as letters of credit and binding but unfunded loan commitments is also prepared. This estimate is computed in a manner similar to the methodology described above, adjusted for the probability of actually funding the commitment. The ALL decreased to $15.3 million at March 31, 2022 compared to $16.0 million at December 31, 2021.

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The ~~following table presents a summary~~ratio of ~~the activity in the ALL for the nine months ended September 30:~~

(dollars in thousands)

2021

2020

Balance, January 1

$
16,486

$
12,537

Charge-offs:

Acquisition and development

(85)

(1,144)

Commercial and industrial

—

(232)

Residential mortgage

(141)

(108)

Consumer

(266)

(274)

Total charge-offs

(492)

(1,758)

Recoveries:

Commercial real estate

—

69

Acquisition and development

172

29

Commercial and industrial

511

149

Residential mortgage

49

66

Consumer

112

116

Total recoveries

844

429

Net recoveries/(credit charge-offs)

352

(1,329)

Provision for loan losses

68

4,981

Balance at end of period

$
16,906

$
16,189

Allowance for loan losses to gross loans outstanding (as %)

1.46
%

1.36
%
Net recoveries/(credit charge-offs) to average loans outstanding during the period, annualized (as %)

0.04
%

(0.16)
%

The ALL increased to $16.9 million at September 30, 2021 compared to $16.5 million at December 31, 2020. The provision for loan losses was $0.1 million for the nine months ended September 30, 2021 and $5.0 million for the nine months ended September 30, 2020. The higher provision expense recorded in the first nine months of 2020 was driven by an increase in the qualitative factors reflecting the uncertainty of the economic environment related to the COVID-19 pandemic. Net recoveries of $0.4 million were recorded for the nine months ended September 30, 2021, compared to net charge offs of $1.3 million for the same period of 2020. The ratio of the ALL to loans outstanding, including PPP loan balances, was 1.46% at September 30, 2021 compared to 1.36% at September 30, 2020 and 1.41% at December 31, 2020. The ALL to loans outstanding, excluding PPP loan balances of $30.3 million and $148.9 million, was 1.49% at September 30, 2021 and 1.55% at September 30, 2020 and December 31, 2020, non-GAAP.

~~The ratio of net recoveries~~ to average loans for the ~~nine months~~quarter ended ~~September 30, 2021~~March 31, 2022 was an annualized ~~0.04%~~0.08%, compared to net charge offs to average loans of ~~0.16%~~0.01% for ~~the nine months ended September 30, 2020.~~2021. The CRE portfolio did not have any charge offs or recoveries in the first nine months of 2021, compared to an annualized net recovery rate of 0.03% as of September 30, 2020. The A&D loans had an annualized net recovery rate of 0.01% as of September 30, 2021, compared to a net charge-off rate of 1.21% as of September 30, 2020. The decrease is related to a $1.10 million charge offdecline was primarily driven by increased charge-offs on a non-accrual loan in 2020, which subsequently moved to OREO. The C&I portfolio had net recoveries to average loans of 0.06% as of September 30, 2021, compared to net charge-offs of 0.06% as of September 30, 2020. The residential mortgage ratios were a net charge-off rate of 0.01% as of September 30, 2021 and 2020. The consumer loan ratios were net charge-off rates of 0.02% and 0.59% as of September 30, 2021 and September 30, 2020, respectively.our portfolio. Our special assets team continues to aggressively collect on charged-off loans.

~~Management believes that the~~The ALL at ~~September 30, 2021 was~~March 31, 2022 is adequate to provide for probable credit losses inherent in our loan portfolio. Amounts that will be recorded for the provision for loan losses in future periods will depend upon trends in the loan balances, including the composition of the loan portfolio, changes in loan quality and loss experience trends, potential recoveries on previously charged-off loans and changes in other qualitative factors. Management also applies interest rate risk, collateral value and debt service sensitivity analyses to the Commercial real estate loan portfolio and obtains new appraisals on specific loans under defined parameters to assist in the determination of the periodic provision for loan losses.

~~Table~~The following table presents a summary of ~~Contents~~the activity in the ALL for the three months ended March 31:


(dollars in thousands)	2022			2021
Balance, January 1	$	15,955		$	16,486
Charge-offs:
Acquisition and development		—			(81)
Commercial and industrial		(48)			—
Residential mortgage		(9)			(82)
Consumer		(246)			(80)
Total charge-offs		(303)			(243)
Recoveries:
Commercial real estate		1			—
Acquisition and development		18			101
Commercial and industrial		3			36
Residential mortgage		15			17
Consumer		22			47
Total recoveries		59			201
Net recoveries/(losses)		(244)			(42)
Provision/(credit) for loan losses		(419)			110
Balance at end of period	$	15,292		$	16,554

Allowance for loan losses to gross loans outstanding (as %)		1.29	%		1.38	%


Net (Charge-offs)/Recoveries as a % of Average Applicable Portfolio

	2022		2021
Commercial real estate		0.00%		0.00%
Acquisition and development		0.06%		0.07%
Commercial and industrial		(0.10)%		0.05%
Residential mortgage		0.01%		(0.07)%
Consumer		(1.42)%		(0.37)%

Investment Securities

At ~~September 30, 2021,~~March 31, 2022, the total amortized cost basis of the available-for-sale investment portfolio was ~~$241.2~~$154.3 million, compared to a fair value of ~~$235.6~~$143.6 million. Unrealized gains and losses on securities available-for-sale are reflected in accumulated other comprehensive loss, a component of shareholders’ equity. The amortized cost basis of the held to maturity portfolio was ~~$62.0~~$241.7 million, compared to a fair value of ~~$71.7~~$235.0 million.

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The following table presents the composition of our securities portfolio at amortized cost and fair values at the dates indicated:


	September 30, 2021					December 31, 2020					March 31, 2022					December 31, 2021
	Amortized		Fair Value		FV as %	Amortized		Fair Value		FV as %	Amortized		Fair Value		FV as %	Amortized		Fair Value		FV as %
(dollars in thousands)	Cost		(FV)		of Total	Cost		(FV)		of Total	Cost		(FV)		of Total	Cost		(FV)		of Total
Securities Available-for-Sale:
Securities Available for Sale:
U.S. government agencies	$	55,527	$	53,734	23%	$	75,856	$	76,433	34%	$	11,070	$	10,298	7%	$	69,602	$	67,169	23%
Residential mortgage-backed agencies		30,936		30,354	13%		22,999		22,899	10%		48,319		44,298	31%		49,630		48,661	17%
Commercial mortgage-backed agencies		55,980		55,509	24%		32,549		33,042	14%		38,907		36,233	25%		51,694		50,868	19%
Collateralized mortgage obligations		70,766		69,079	29%		70,372		70,637	31%		27,994		25,997	18%		93,018		90,077	31%
Obligations of state and political subdivisions		9,402		9,796	4%		10,144		10,614	5%		8,351		8,464	6%		12,439		12,804	4%
Corporate bonds												1,000		1,000	1%		—		—	—
Collateralized debt obligations		18,586		17,092	7%		18,544		13,260	6%		18,616		17,319	12%		18,609		17,192	6%
Total available for sale	$	241,197	$	235,564	100%	$	230,464	$	226,885	100%	$	154,257	$	143,609	100%	$	294,992	$	286,771	100%
Securities Held to Maturity:
U.S. treasuries											$	37,012	$	36,059	15%	$	—	$	—	—
U.S. government agencies												67,527		63,005	27%		—		—	—
Residential mortgage-backed agencies	$	32,113	$	32,601	45%	$	34,597	$	35,732	46%		29,068		27,758	12%		30,634		30,847	47%
Commercial mortgage-backed agencies		9,697		10,032	14%		11,716		12,303	16%		26,525		25,382	11%		5,456		5,601	9%
Collateralized mortgage obligations		—		—	0%		1,348		1,406	2%		58,490		55,523	24%		—		—	—
Obligations of state and political subdivisions		20,169		29,074	41%		20,602		28,171	36%		23,034		27,299	11%		20,169		28,921	44%
Total held to maturity	$	61,979	$	71,707	100%	$	68,263	$	77,612	100%	$	241,656	$	235,026	100%	$	56,259	$	65,369	100%

Total fair value of investment securities ~~available-for-sale increased~~available for sale decreased by ~~$8.7~~$143.2 million since December 31, ~~2020.~~2021 due to the transfer of investments from available-for-sale to held to maturity in the first quarter 2022. At ~~September 30, 2021,~~March 31, 2022, the securities classified as available-for-sale included a net unrealized loss of ~~$5.6~~$10.6 million, which represents the difference between the fair value and amortized cost of securities in the portfolio.

The Corporation reassessed classification of certain investments and effective February 1, 2022, the Corporation transferred $139.0 million of callable agencies, obligation of state and political subdivisions, and collateralized mortgage obligations from available for sale to held to maturity securities. The transfer occurred at fair value. The related unrealized loss of $8.4 million included in other comprehensive loss remained in other comprehensive loss, to be amortized out of other comprehensive loss with an offsetting entry to interest income as a yield adjustment over the remaining term of the securities. No gain or loss was recorded at the time of transfer. The transfer of these securities was completed in an effort to mitigate further decline in fair market value in a rising rate environment. Management’s assessment of the portfolio included lower yielding bonds and the risk of extension in an up 300 basis point shock.

As discussed in Note 76 to the consolidated financial statements presented elsewhere in this report, the Corporation measures fair market values based on the fair value hierarchy established in ASC Topic 820, Fair Value Measurements and Disclosures. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Level 3 prices or valuation techniques require inputs that are both significant to the valuation assumptions and are not readily observable in the market (i.e. supported with little or no market activity). These Level 3 instruments are valued based on both observable and unobservable inputs derived from the best available data, some of which is internally developed, and considers risk premiums that a market participant would require.

Approximately ~~$218.5~~$126.3 million of the available-for-sale portfolio was valued using Level 2 pricing and had net unrealized losses of ~~$4.1~~$9.3 million at ~~September 30, 2021.~~March 31, 2022. The remaining ~~$17.1~~$17.3 million of the securities available-for-sale represents the entire collateralized debt obligation (“CDO”) portfolio, which was valued using significant unobservable inputs (Level 3 assets). The ~~$1.5~~$1.3 million in net unrealized losses associated with this portfolio relates to nine pooled trust preferred securities that comprise the CDO portfolio. Net unrealized losses of ~~$0.7~~$0.6 million represent non-credit related OTTI charges on seven of the securities, while ~~$0.8~~$0.7 million of unrealized losses relates to two securities which have had no credit related OTTI.

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The following table provides a summary of the trust preferred securities in the CDO portfolio and the credit status of these securities as of ~~September 30, 2021:~~March 31, 2022:


Level 3 Investment Securities Available for Sale	Level 3 Investment Securities Available for Sale															Level 3 Investment Securities Available for Sale
(dollars in thousands)	(dollars in thousands)															(dollars in thousands)
Investment Description	Investment Description			First United Level 3 Investments						Security Credit Status						Investment Description			First United Level 3 Investments						Security Credit Status
											Deferrals/			Collateral	Number of											Deferrals/			Collateral	Number of
											Defaults			Support	Performing											Defaults			Support	Performing
					Fair		Unrealized		Lower		as % of			as % of	Issuers/					Fair		Unrealized		Lower		as % of			as % of	Issuers/
			Amortized		Market		Gain/		Credit	Original	Original	Performing	Collateral	Performing	Total			Amortized		Market		Gain/		Credit	Original	Original	Performing	Collateral	Performing	Total
Deal		Class	Cost		Value		(Loss)		Rating	Collateral	Collateral	Collateral	Support	Collateral	Issuers		Class	Cost		Value		(Loss)		Rating	Collateral	Collateral	Collateral	Support	Collateral	Issuers
Preferred Term Security XVIII*		C	$	1,894	$	1,522	$	(372)	C	676,565	14.82%	268,049	21,124	7.88%	40 / 56		C	$	1,894	$	1,547	$	(347)	C	676,565	14.82%	267,395	22,044	8.24%	40 / 56
Preferred Term Security XVIII		C		2,717		2,283		(434)	C	676,565	14.82%	268,049	21,124	7.88%	40 / 56		C		2,717		2,320		(397)	C	676,565	14.82%	267,395	22,044	8.24%	40 / 56
Preferred Term Security XIX*		C		1,842		1,860		18	C	700,535	6.57%	412,787	30,381	7.36%	47 / 52		C		1,843		1,876		33	C	700,535	6.57%	407,420	32,950	8.09%	45 / 51
Preferred Term Security XIX*		C		1,102		1,116		14	C	700,535	6.57%	412,787	30,381	7.36%	47 / 52		C		1,103		1,125		22	C	700,535	6.57%	407,420	32,950	8.09%	45 / 51
Preferred Term Security XIX*		C		2,554		2,604		50	C	700,535	6.57%	412,787	30,381	7.36%	47 / 52		C		2,557		2,626		69	C	700,535	6.57%	407,420	32,950	8.09%	45 / 51
Preferred Term Security XIX*		C		1,103		1,116		13	C	700,535	6.57%	412,787	30,381	7.36%	47 / 52		C		1,105		1,126		21	C	700,535	6.57%	407,420	32,950	8.09%	45 / 51
Preferred Term Security XXII*		C-1		1,599		1,491		(108)	C	1,386,600	9.59%	624,548	82,765	13.25%	58 / 72		C-1		1,610		1,519		(91)	C	1,386,600	10.13%	624,548	76,881	12.31%	58 / 71
Preferred Term Security XXII*		C-1		3,997		3,728		(269)	C	1,386,600	9.59%	624,548	82,765	13.25%	58 / 72		C-1		4,023		3,796		(227)	C	1,386,600	10.13%	624,548	76,881	12.31%	58 / 71
Preferred Term Security XXIII		C-1		1,778		1,372		(406)	C	1,467,000	12.95%	658,365	76,775	11.66%	70 / 82		C-1		1,764		1,384		(380)	C	1,467,000	14.52%	605,955	81,169	13.40%	69 / 83

Total Level 3 Securities Available for Sale			$	18,586	$	17,092	$	(1,494)										$	18,616	$	17,319	$	(1,297)

*Security has been deemed other-than-temporarily impaired and loss has been recognized in accordance with ASC Section 320-10-35.

The terms of the debentures underlying trust preferred securities allow the issuer of the debentures to defer interest payments for up to 20 quarters, and, in such case, the terms of the related trust preferred securities allow their issuers to defer dividend payments for up to 20 quarters. Some of the issuers of the trust preferred securities in our investment portfolio have defaulted and/or deferred payments ranging from ~~6.57%~~8.09% to ~~14.82%~~13.40% of the total collateral balances underlying the securities. The securities were designed to include structural features that provide investors with credit enhancement or support to provide default protection by subordinated tranches. These features include over-collateralization of the notes or subordination, excess interest or spread which will redirect funds in situations where collateral is insufficient, and a specified order of principal payments. There are securities in our portfolio that are under-collateralized, which does represent additional stress on our tranche. However, in these cases, the terms of the securities require excess interest to be redirected from subordinate tranches as credit support, which provides additional support to our investment.

Management systematically evaluates securities for impairment on a quarterly basis. Based upon application of ASC Topic 320 (Section 320-10-35), management must assess whether (a) the Corporation has the intent to sell the security and (b) it is more likely than not that the Corporation will be required to sell the security prior to its anticipated recovery. If neither applies, then declines in the fair value of securities below their cost that are considered other-than-temporary declines are split into two components. The first is the loss attributable to declining credit quality. Credit losses are recognized in earnings as realized losses in the period in which the impairment determination is made. The second component consists of all other losses. The other losses are recognized in other comprehensive income. In estimating OTTI charges, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) adverse conditions specifically related to the security, an industry, or a geographic area, (3) the historic and implied volatility of the security, (4) changes in the rating of a security by a rating agency, (5) recoveries or additional declines in fair value subsequent to the balance sheet date, (6) failure of the issuer of the security to make scheduled interest payments, and (7) the payment structure of the debt security and the likelihood of the issuer being able to make payments that increase in the future. Due to the duration and the significant market value decline in the pooled trust preferred securities held in our portfolio, we performed more extensive testing on these securities for purposes of evaluating whether or not an OTTI has occurred.

The market for these securities as of September 30, 2021 was not active and markets for similar securities were also not active. The inactivity was evidenced first by a significant widening of the bid-ask spread in the brokered markets in which these securities trade and then by a significant decrease in the volume of trades relative to historical levels. The new issue market is also inactive, as no new CDOs have been issued since 2007. There are currently very few market participants who are willing to effect transactions in these securities. The market values for these securities, or any securities other than those issued or guaranteed by the U.S. Department of the Treasury (the “Treasury”), are very depressed relative to historical levels. Therefore, in the current market, a low market price for a particular bond may only provide evidence of stress in the credit markets in general rather than being an indicator of credit problems with a particular issue. Given the conditions in the current debt markets and the absence of observable transactions in the secondary and new issue markets, management has determined that (a) the few observable transactions and market quotations that are available are not reliable for the purpose of obtaining fair value at September 30, 2021, (b) an income valuation

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approach technique (i.e. present value) that maximizes the use of relevant unobservable inputs and minimizes the use of observable inputs will be equally or more representative of fair value than a market approach, and (c) the CDO segment is appropriately classified within Level 3 of the valuation hierarchy because management determined that significant adjustments were required to determine fair value at the measurement date.

Management uses an independent third party to prepare both the evaluations of OTTI and the fair value determinations for the CDO portfolio. Management does not believe that there were any material differences in the OTTI evaluations and pricing between December 31, 2020 and September 30, 2021.

Based upon a review of credit quality and the cash flow tests performed by the independent third party, management determined that no securities had credit-related OTTI during the first nine months of 2021. Additionally, there has been no change in the performing collateral, no decline in the percentage of deferrals/defaults to original collateral, and increases in collateral support for each of the positions held by the Corporation.

Deposits

The following table presents the composition of our deposits at the dates indicated:

(dollars in thousands)

September 30, 2021

December 31, 2020
Non-interest bearing demand deposits:





Retail

$
491,441

34%

$
420,427

30%
Interest-bearing deposits:

Demand

212,385

15%

201,571

14%
Money Market:

Retail

333,113

23%

376,096

26%
Savings deposits

233,403

16%

196,046

14%
Time deposits less than $100,000:

Retail

74,166

5%

88,728

6%
Time deposits $100,000 or more:

Retail

99,986

7%

139,498

10%
Total Deposits

$
1,444,494

100%

$
1,422,366

100%


(dollars in thousands)	March 31, 2022			December 31, 2021

Non-interest-bearing demand deposits	$	530,901	35%	$	501,627	34%

Interest-bearing deposits:
Demand		284,582	19%		228,175	16%
Money Market		292,401	19%		339,748	23%
Savings deposits		251,378	17%		236,595	16%
Time deposits		148,293	10%		163,229	11%
Total Deposits	$	1,507,555	100%	$	1,469,374	100%

Total deposits at ~~September 30, 2021~~March 31, 2022 increased by ~~$22.1~~$38.2 million when compared to deposits at December 31, ~~2020.~~2021. During the first ~~nine months~~quarter of ~~2021,~~2022, non-interest-bearing deposits increased by ~~$71.0~~$29.3 million, driven by retail ~~and~~ commercial account ~~growth partially attributable to government stimulus programs.~~growth. Traditional savings accounts increased by ~~$37.4~~$14.8 million as we continued to see significant growth in our Prime Saver product, and total demand deposits increased by ~~$10.8~~$56.4 million. Total money market accounts decreased by ~~$43.0~~$47.3 million ~~due primarily~~as some of our municipal accounts are shifting balances to management’s decision to sweep approximately $70.0 million of wealth management money market funds off balance sheet in the first quarter of 2021. These funds can be readily shifted back to in-house money market accounts should liquidity needs arise in the future.state offered account products paying higher rates. Time deposits decreased by ~~$54.1~~$14.9 million ~~primarily in time deposits over $100,000, due to repayment of a $10.0 million brokered CD in May 2021 and~~ as we continued to ~~reduce pricing on single-service relationships and municipal bids.~~hold rates low due to our higher cash balances.

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Borrowed Funds

The following table presents the composition of our borrowings at the dates indicated:


(in thousands)	September 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Securities sold under agreements to repurchase	$	72,396	$	49,160	$	58,902	$	57,699
Total short-term borrowings		72,396		49,160		58,902		57,699
FHLB advances	$	—	$	70,000
Junior subordinated debt		30,929		30,929		30,929		30,929
Total long-term borrowings	$	30,929	$	100,929	$	30,929	$	30,929

Total short-term borrowings increased by ~~$23.2~~$1.2 million during the first ~~nine~~three months of ~~2021.~~2022. This increase was due to increased cash balances from ~~our~~ existing Treasury Management accounts. ~~Long-term borrowings decreased $70.0 million as management made the strategic decision to deploy excess cash and prepay the FHLB advances during the third quarter.~~

Liquidity Management

Liquidity is a financial institution’s capability to meet customer demands for deposit withdrawals while funding all credit-worthy loans. The factors that determine the institution’s liquidity are:

●

Reliability and stability of core deposits;

●

Cash flow structure and pledging status of investments; and

●

Potential for unexpected loan demand.

We actively manage our liquidity position through regular meetings of a sub-committee of executive management, known as the Treasury Team, which looks forward 12 months at 30-day intervals. The measurement is based upon the projection of funds sold or purchased position, along with ratios and trends developed to measure dependence on purchased funds and core growth. Monthly reviews by management and quarterly reviews by the Asset and Liability Committee under prescribed policies and procedures are designed to ensure that we will maintain adequate levels of available funds.

It is our policy to manage our affairs so that liquidity needs are fully satisfied through normal Bank operations. That is, the Bank will manage its liquidity to minimize the need to make unplanned sales of assets or to borrow funds under emergency conditions. The Bank will use funding sources where the interest cost is relatively insensitive to market changes in the short run (periods of one year or less) to satisfy operating cash needs. The remaining normal funding will come from interest-sensitive liabilities, either deposits or borrowed funds. When the marginal cost of needed wholesale funding is lower than the cost of raising this funding in the retail markets, the Corporation may supplement retail funding with external funding sources such as:

Unsecured Fed Funds lines of credit with upstream correspondent banks (M&T Bank, Pacific Coast Banker’s Bank, PNC Financial Services, Atlantic Community Bankers Bank, Community Bankers Bank and Zions National Bank).

Secured advances with the FHLB, which are collateralized by eligible one to four family residential mortgage loans, home equity lines of credit, commercial real estate loans, various securities and pledged cash.

Secured line of credit with the Fed Discount Window for use in borrowing funds up to 90 days, using municipal securities as collateral.

Brokered deposits, including CDs and money market funds, provide a method to generate deposits quickly. These deposits are strictly rate driven but often provide the most cost-effective means of funding growth.

One Way Buy CDARS/ICS funding – a form of brokered deposits that has become a viable supplement to brokered deposits obtained directly.

~~Federal Reserve PPPLF – provides funding and uses SBA PPP loans as collateral at 100% value. This program expired on July 31, 2021.~~

Management believes that we have adequate liquidity available to respond to current and anticipated liquidity demands and is not aware of any trends or demands, commitments, events or uncertainties that are likely to materially affect our ability to maintain liquidity at satisfactory levels.

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Market Risk and Interest Sensitivity

Our primary market risk is interest rate fluctuation. Interest rate risk results primarily from the traditional banking activities that we engage in, such as gathering deposits and extending loans. Many factors, including economic and financial conditions, movements in interest rates and consumer preferences affect the difference between the interest earned on our assets and the interest paid on our liabilities. Interest rate sensitivity refers to the degree that earnings will be impacted by changes in the prevailing level of interest rates. Interest rate risk arises from mismatches in the repricing or maturity characteristics between interest-bearing assets and liabilities. Management seeks to minimize fluctuating net interest margins, and to enhance consistent growth of net interest income through periods of changing interest rates. Management uses interest sensitivity gap analysis and simulation models to measure and manage these risks. The interest rate sensitivity gap analysis assigns each interest-earning asset and interest-bearing liability to a time frame reflecting its next repricing or maturity date. The differences between total interest-sensitive assets and liabilities at each time interval represent the interest sensitivity gap for that interval. A positive gap generally indicates that rising interest rates during a given interval will increase net interest income, as more assets than liabilities will reprice. A negative gap position would benefit us during a period of declining interest rates.

At ~~September 30, 2021,~~March 31, 2022, we were asset sensitive.

Our interest rate risk management goals are:

●

Ensure that the Board of Directors and senior management will provide effective oversight and ensure that risks are adequately identified, measured, monitored and controlled;

●

Enable dynamic measurement and management of interest rate risk;

●

Select strategies that optimize our ability to meet our long-range financial goals while maintaining interest rate risk within policy limits established by the Board of Directors;

●

Use both income and market value oriented techniques to select strategies that optimize the relationship between risk and return; and

●

Establish interest rate risk exposure limits for fluctuation in net interest income (“NII”), net income and economic value of equity.

~~In order to~~To manage interest sensitivity risk, management formulates guidelines regarding asset generation and pricing, funding sources and pricing, and off-balance sheet commitments. These guidelines are based on management’s outlook regarding future interest rate movements, the state of the regional and national economy, and other financial and business risk factors. Management uses computer simulations to measure the effect on net interest income of various interest rate scenarios. Key assumptions used in the computer simulations include cash flows and maturities of interest rate sensitive assets and liabilities, changes in asset volumes and pricing, and management’s capital plans. This modeling reflects interest rate changes and the related impact on net interest income over specified periods.

We evaluate the effect of a change in interest rates of +/-100 basis points to +/-400 basis points on both NII and Net Portfolio Value (“NPV”) / Economic Value of Equity (“EVE”). We concentrate on NII rather than net income as long as NII remains the significant contributor to net income.

NII modeling allows management to view how changes in interest rates will affect the spread between the yield paid on assets and the cost of deposits and borrowed funds. Unlike traditional Gap modeling, NII modeling takes into account the different degree to which installments in the same repricing period will adjust to a change in interest rates. It also allows the use of different assumptions in a falling versus a rising rate environment. The period considered by the NII modeling is the next eight quarters.

NPV / EVE modeling focuses on the change in the market value of equity. NPV / EVE is defined as the market value of assets less the market value of liabilities plus/minus the market value of any off-balance sheet positions. By effectively looking at the present value of all future cash flows on or off the balance sheet, NPV / EVE modeling takes a longer-term view of interest rate risk. This complements the shorter-term view of the NII modeling.

Measures of NII at risk produced by simulation analysis are indicators of an institution’s short-term performance in alternative rate environments. These measures are typically based upon a relatively brief period, usually one year. They do not necessarily indicate the long-term prospects or economic value of the institution.

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Based on the simulation analysis performed at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, management estimated the following changes in net interest income, assuming the indicated rate changes:


(Dollars in thousands)	September 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
+400 basis points	$	3,598	$	5,124	$	3,381	$	4,072
+300 basis points	$	2,896	$	4,067	$	3,640	$	3,233
+200 basis points	$	2,097	$	2,897	$	1,847	$	2,315
+100 basis points	$	1,022	$	1,527	$	970	$	1,160
-100 basis points	$	(2,952)	$	(2,174)	$	(3,497)	$	(3,110)

This estimate is based on assumptions that may be affected by unforeseeable changes in the general interest rate environment and any number of unforeseeable factors. Rates on different assets and liabilities within a single maturity category adjust to changes in interest rates to varying degrees and over varying periods of time. The relationships between lending rates and rates paid on purchased funds are not constant over time. Management can respond to current or anticipated market conditions by lengthening or shortening the Bank’s sensitivity through loan repricings or changing its funding mix. The rate of growth in interest-free sources of funds will influence the level of interest-sensitive funding sources. In addition, the absolute level of interest rates will affect the volume of earning assets and funding sources. As a result of these limitations, the interest-sensitive gap is only one factor to be considered in estimating the net interest margin.

Management believes that no material changes in our market risks, our procedures used to evaluate and mitigate those risks, or our actual or simulated sensitivity positions have occurred since December 31, ~~2020.~~2021. Our NII simulation analysis as of December 31, ~~2020~~2021 is included in Item 7 of Part II Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 under the heading “Market Risk and Interest Sensitivity.

Impact of Inflation – Our assets and liabilities are primarily monetary in nature, and as such, future changes in prices do not affect the obligations to pay or receive fixed and determinable amounts of money. During inflationary periods, monetary assets lose value in terms of purchasing power and monetary liabilities have corresponding purchasing power gains. The concept of purchasing power is not an adequate indicator of the impact of inflation on financial institutions because it does not incorporate changes in our earnings.

Capital Resources

We require capital to fund loans, satisfy our obligations under the Bank’s letters of credit, meet the deposit withdrawal demands of the Bank’s customers, and satisfy our other monetary obligations. To the extent that deposits are not adequate to fund our capital requirements, we can rely on the funding sources identified above under the heading “Liquidity Management”. At ~~September 30, 2021,~~March 31, 2022, the Bank had $130.0 million available through unsecured lines of credit with correspondent banks, ~~$1.0 million available through a secured line of credit with the Fed Discount Window~~ and approximately ~~$189.0~~$187.5 million available through the FHLB. Management is not aware of any demands, commitments, events or uncertainties that are likely to materially affect our ability to meet our future capital requirements.

In addition to operational requirements, the Bank ~~and First United Corporation are~~is subject to risk-based capital regulations, which were adopted and are monitored by federal banking regulators. These regulations are used to evaluate capital adequacy and require an analysis of an institution’s asset risk profile and off-balance sheet exposures, such as unused loan commitments and stand-by letters of credit. Based on capital ratios at ~~September 30, 2021, both~~March 31, 2022, the Bank ~~and First United Corporation are~~was considered to be well-capitalized.

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The following table presents ~~our~~the Bank’s capital ratios as of the dates indicated:


	September 30, 2021		December 31, 2020		Required for Capital Adequacy Purposes		Required to be Well Capitalized		March 31, 2022		December 31, 2021		Required for Capital Adequacy Purposes		Required to be Well Capitalized
Total Capital (to risk-weighted assets)
Consolidated	15.51	%	16.08	%	8.00	%	10.00	%
First United Bank & Trust	14.64	%	15.50	%	8.00	%	10.00	%	14.77	%	14.97	%	8.00	%	10.00	%
Tier 1 Capital (to risk-weighted assets)
Consolidated	14.26	%	14.83	%	6.00	%	8.00	%
First United Bank & Trust	13.39	%	14.25	%	6.00	%	8.00	%	13.59	%	13.72	%	6.00	%	8.00	%
Common Equity Tier 1 Capital (to risk-weighted assets)
Consolidated	12.15	%	12.61	%	4.50	%	6.50	%
First United Bank & Trust	13.39	%	14.25	%	4.50	%	6.50	%	13.59	%	13.72	%	4.50	%	6.50	%
Tier 1 Capital (to average assets)
Consolidated	10.33	%	10.36	%	4.00	%	5.00	%
First United Bank & Trust	9.59	%	9.81	%	4.00	%	5.00	%	10.14	%	10.00	%	4.00	%	5.00	%

The minimum capital level requirements applicable to the Company and the Bank are: (1) a common equity Tier 1 capital ratio of 4.5%; (2) a Tier 1 capital ratio of 6%; (3) a total capital ratio of 8%; and (4) a Tier 1 leverage ratio of 4%. The rules also establish a “capital conservation buffer” of 2.5% above the regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital. An institution would be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses to executive officers if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.

Contractual Obligations, Commitments and Off-Balance Sheet Arrangements

Contractual Obligations

The Corporation enters into contractual obligations in the normal course of business. Among these obligations are FHLB advances and junior subordinated debentures, operating lease agreements for banking and subsidiaries’ offices and for data processing and telecommunications equipment. Comparing ~~September 30, 2021~~March 31, 2022 to December 31, ~~2020,~~2021, short-term borrowings increased by ~~$23.2~~$1.2 million during the first ~~nine~~three months of ~~2021.~~2022. This increase was due to increased cash balances from ~~our~~ existing Treasury Management accounts. ~~Long-term borrowings decreased $70.0 million as management made the strategic decision to deploy excess cash and prepay the FHLB advances during the third quarter.~~

Commitments

Loan commitments are made to accommodate the financial needs of our customers. Letters of credit commit us to make payments on behalf of customers when certain specified future events occur. The credit risks inherent in loan commitments and letters of credit are essentially the same as those involved in extending loans to customers, and these arrangements are subject to our normal credit policies. We are not a party to any other off-balance sheet arrangements.

Commitments to extend credit in the form of consumer, commercial and business at the dates indicated were as follows:


(in thousands)	September 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Residential Mortgage - home equity	$	64,316	$	59,615	$	68,078	$	66,874
Residential Mortgage - construction		21,210		12,220		20,498		18,657
Commercial		139,233		125,294		129,141		136,897
Consumer - personal credit lines		4,654		4,314		4,494		4,551
Standby letters of credit		16,731		17,675		15,643		15,711
Total	$	246,144	$	219,118	$	237,854	$	242,690

~~Table~~The decrease of ~~Contents~~

~~The increase of $27.0~~$4.8 million in commitments at ~~September 30, 2021~~March 31, 2022 when compared to December 31, ~~2020~~2021 was due to ~~continued demand for consumer~~utilization of funds and ~~commercial construction funding during~~balances moving to outstanding balances in the ~~first nine months of 2021. Management will continue to monitor these balances.~~loan portfolio.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The information required by this item is included in Item 2 of Part I of this report under the caption “Market Risk and Interest Sensitivity” and in Item 7 of Part II of First United Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 under the heading “Market Risk and Interest Sensitivity” both of which are incorporated in this Item 3 by reference.

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Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 with the SEC, such as this Quarterly Report, is recorded, processed, summarized and reported within the periods specified in those rules and forms, and that such information is accumulated and communicated to our management, including First United Corporation’s principal executive officer (“PEO”) and its principal financial officer (“PFO”), as appropriate, to allow for timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

An evaluation of the effectiveness of these disclosure controls as of ~~September 30, 2021~~March 31, 2022 was carried out under the supervision and with the participation of management, including the PEO and the PFO. Based on that evaluation, management, including the PEO and the PFO, has concluded that our disclosure controls and procedures are, in fact, effective at the reasonable assurance level.

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

The risks and uncertainties to which our financial condition and operations are subject are discussed in detail in Item 1A of Part I of First United Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. Management does not believe that any material changes in our risk factors have occurred since they were last disclosed except as follows.

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

None.

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

The exhibits filed or furnished with this quarterly report are listed in the following Exhibit Index.


Exhibit		Description
10.1		Appendix A to the First United Corporation Short-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to First United Corporation’s Current Report on Form 8-K filed on March 15, 2022)*
10.2		Appendix A to the First United Corporation Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to First United Corporation’s Current Report on Form 8-K filed on March 15, 2022)
31.1		Certifications of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)
31.2		Certifications of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)
32		Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith)
101.INS		Inline XBRL Instance Document (filed herewith)
101.SCH		Inline XBRL Taxonomy Extension Schema (filed herewith)
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase (filed herewith)
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase (filed herewith)
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)
104		The cover page of First United Corporation’s Quarterly Report on Form 10Q for the quarter ended ~~September 30, 2021~~March 31, 2022 formatted in Inline XBRL, included within the Exhibit 101 attachments (filed herewith).

* Portions of the exhibit have been omitted pursuant to Item 601(b)(10)(vi) of Regulation S-K.

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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.


	FIRST UNITED CORPORATION


Date: ~~November~~May 9, ~~2021~~2022	/s/ Carissa L. Rodeheaver
	Carissa L. Rodeheaver, CPA
	Chairman of the Board, President and Chief Executive Officer
	(Principal Executive Officer)


Date: ~~November~~May 9, ~~2021~~2022	/s/ Tonya K. Sturm
	Tonya K. Sturm, Senior Vice President,
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

7459


	Nine months ended September 30,
	2021					2020
			Average	Per Share				Average	Per Share
(in thousands, except for per share amount)	Income		Shares	Amount		Income		Shares	Amount
Basic Earnings Per Share:

Net income	$	12,221	6,741	$	1.81	$	9,285	7,008	$	1.32

Diluted Earnings Per Share:

Net income	$	12,221	6,746	$	1.81	$	9,285	7,019	$	1.32



	Three months ended September 30,
	2021					2020
			Average	Per Share				Average	Per Share
(in thousands, except for per share amount)	Income		Shares	Amount		Income		Shares	Amount
Basic Earnings Per Share:

Net income	$	4,388	6,617	$	0.66	$	4,960	6,988	$	0.70

Diluted Earnings Per Share:

Net income	$	4,388	6,624	$	0.66	$	4,960	6,993	$	0.70


	Nine months ended						For the year ended		Nine months ended
	September 30, 2021						December 31, 2020		September 30, 2020
(in thousands)	Average investment		Interest income recognized on an accrual basis		Interest income recognized on a cash basis			Average investment	Average investment		Interest income recognized on an accrual basis		Interest income recognized on a cash basis
Commercial real estate
Non owner-occupied	$	3,518	$	9	$	—	$	131	$	134	$	6	$	—
All other CRE		2,984		95		—		3,203		3,201		109		—
Acquisition and development
1-4 family residential construction		256		9		—		278		282		9		—
All other A&D		599		9		—		6,709		8,243		9		1
Commercial and industrial		—		—		—		16		16		—		—
Residential mortgage
Residential mortgage – term		2,642		56		5		2,593		2,531		62		—
Residential mortgage – home equity		449		—		—		604		651		—		3
Consumer		17		—		—		20		18		—		—
Total	$	10,465	$	178	$	5	$	13,554	$	15,076	$	195	$	4



	Temporary Rate Modification			Extension of Maturity			Modification of Payment and Other Terms
(in thousands)	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
Nine months ended September 30, 2021
Commercial real estate
Non owner-occupied	—	$	—	1	$	109	—	$	—
All other CRE	—		—	—		—	—		—
Acquisition and development
1-4 family residential construction	—		—	—		—	—		—
All other A&D	—		—	1		202	—		—
Commercial and industrial	—		—	—		—	—		—
Residential mortgage
Residential mortgage – term	—		—	1		215	—		—
Residential mortgage – home equity	—		—	—		—	—		—
Consumer	—		—	—		—	—		—
Total	—	$	—	3	$	526	—	$	—


(in thousands)	Fair Value at September 30, 2021		Valuation Technique	Significant Unobservable Inputs	Significant Unobservable Input Value
Recurring:
Investment Securities – available for sale	$	17,092	Discounted Cash Flow	Discount Rate	4.50%

Non-recurring:
Impaired Loans	$	2,002	Market Comparable Properties	Marketability Discount	10.0% - 15.0% (1) (weighted avg 10.5%)

Other Real Estate Owned	$	349	Market Comparable Properties	Marketability Discount	15.0%


(in thousands)	Fair Value at December 31, 2020		Valuation Technique	Significant Unobservable Inputs	Significant Unobservable Input Value
Recurring:
Investment Securities – available for sale	$	13,260	Discounted Cash Flow	Discount Rate	5.50%

Non-recurring:
Impaired Loans	$	1,465	Market Comparable Properties	Marketability Discount	10.0% - 15.0% (1) (weighted avg 12.5%)

Other Real Estate Owned	$	913	Market Comparable Properties	Marketability Discount	15.0%


	Before		Tax
Components of Other Comprehensive Income	Tax		(Expense)
(in thousands)	Amount		Benefit		Net
For the nine months ended September 30, 2021
Available for sale (AFS) securities with OTTI:
Unrealized holding gains	$	3,274	$	(877)	$	2,397
Less: accretable yield recognized in income		151		(40)		111
Net unrealized gains on investments with OTTI		3,123		(837)		2,286
Available for sale securities – all other:
Unrealized holding losses		(5,035)		1,349		(3,686)
Less: gains recognized in income		154		(41)		113
Net unrealized losses on all other AFS securities		(5,189)		1,390		(3,799)
Held to maturity securities:
Unrealized holding gains		—		—		—
Less: losses recognized in income		(54)		14		(40)
Less: amortization recognized in income		(96)		26		(70)
Net unrealized gains on HTM securities		150		(40)		110
Cash flow hedges:
Unrealized holding gains		615		(165)		450
Pension Plan:
Unrealized net actuarial gain		139		(37)		102
Less: amortization of unrecognized loss		(1,116)		299		(817)
Net pension plan liability adjustment		1,255		(336)		919
SERP:
Unrealized net actuarial loss		—		—		—
Less: amortization of unrecognized loss		(226)	��	60		(166)
Less: amortization of prior service costs		1		—		1
Net SERP liability adjustment		225		(60)		165
Other comprehensive income	$	179	$	(48)	$	131



Components of Other Comprehensive Loss (in thousands)	Before Tax Amount		Tax (Expense) Benefit		Net
For the three months ended September 30, 2021
Available for sale (AFS) securities with OTTI:
Unrealized holding gains	$	751	$	(201)	$	550
Less: accretable yield recognized in income		50		(13)		37
Net unrealized gains on investments with OTTI		701		(188)		513
Available for sale securities – all other:
Unrealized holding losses		(708)		190		(518)
Less: gains recognized in income		—		—		—
Net unrealized gains on all other AFS securities		(708)		190		(518)
Held to maturity securities:
Unrealized holding gains		—		—		—
Less: losses recognized in income		(54)		14		(40)
Less: amortization recognized in income		12		(3)		9
Net unrealized gains on HTM securities		42		(11)		31
Cash flow hedges:
Unrealized holding gains		108		(29)		79
Pension Plan:
Unrealized net actuarial loss		(951)		254		(697)
Less: amortization of unrecognized loss		(372)		99		(273)
Net pension plan liability adjustment		(579)		155		(424)
SERP:
Less: amortization of unrecognized loss		(76)		20		(56)
Less: amortization of prior service costs		1		—		1
Net SERP liability adjustment		75		(20)		55
Other comprehensive loss	$	(361)	$	97	$	(264)


					Net Amounts		Gross Amounts
	Gross		Gross		of (Assets)/		Not Offset in the
	Amounts of		Amounts		Liabilities		Statement of Condition
	Recognized		Offset in the		Presented in				Cash
	(Assets)/		Statement of		the Statement		Financial		Collateral		Net
(in thousands)	Liabilities		Condition		of Condition		Instruments		Pledged		Amount
September 30, 2021
Interest Rate Swap Agreements	$	727	$	—	$	727	$	(727)	$	2,000	$	—
Repurchase Agreements	$	72,396	$	—	$	72,396	$	(72,396)	$	—	$	—
December 31, 2020
Interest Rate Swap Agreements	$	1,320	$	—	$	1,320	$	(1,320)	$	—	$	—
Repurchase Agreements	$	49,160	$	—	$	49,160	$	(49,160)	$	—	$	—


	As of the nine months ended
	September 30,
	2021			2020
Per Share Data
Basic net income per common share (1) - as reported	$	1.81		$	1.32
Basic net income per common share (1) - non-GAAP		2.45			1.32
Diluted net income per common share (1) - as reported	$	1.81		$	1.32
Diluted net income per common share (1) - non-GAAP		2.45			1.32
Basic book value per common share (1) - as reported	$	20.22		$	18.63
Diluted book value per common share (1) - as reported	$	20.19		$	18.62

Significant Ratios:

Return on Average Assets (a) (1) - as reported		0.92	%		0.79	%
Settlement and FHLB expenses, net of income tax		0.33	%		—
Adjusted Return on Average Assets (a) (1) (non-GAAP)		1.25	%		0.79	%

Return on Average Equity (a) (1) - as reported		12.45	%		9.87	%
Settlement and FHLB expenses, net of income tax		4.43	%		—
Adjusted Return on Average Equity (a) (1) (non-GAAP)		16.88	%		9.87	%

Average Equity to Average Assets		10.70	%		10.61	%

Capital Ratios:

Consolidated Total Capital (to risk weighted assets)		15.51	%		16.14	%
Consolidated Tier 1 Capital (to risk weighted assets)		14.26	%		14.89	%
Consolidated Common Equity Tier 1 Capital (to risk weighted assets)		12.15	%		12.59	%
Consolidated Tier 1 Capital (to average assets)		10.33	%		10.37	%