~~UNITED STATES~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~FORM 10-Q~~

R☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended September 30, ~~2020~~2021

£◻ 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~~Registrant’s telephone number, including area code)

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


Title of each class	~~Trading Symbols~~	Trading Symbols		Name of each exchange on which registered
Common Stock		FUNC	~~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 ☑R 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 ☑R 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 ◻
~~Large Accelerated~~Non-Accelerated filer £	~~Accelerated Filer~~ R
~~Non Accelerated filer~~ £☑	Smaller Reporting Company R☑
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 R☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~6,988,998~~6,177,941 shares of common stock, par value $.01 per share, as of October 31, ~~2020~~2021.

Table of Contents

INDEX TO QUARTERLY REPORT

FIRST UNITED CORPORATION


		Page
PART I. FINANCIAL INFORMATION		3
Item 1.	Financial Statements (unaudited)	3
	Consolidated Statement of Financial Condition – September 30, ~~2020~~2021 and December 31, ~~2019~~2020	3
	Consolidated Statement of Operations – for the ~~nine~~three and ~~three~~nine months ended September 30, ~~2020~~2021 and ~~2019~~2020	4
	Consolidated Statement of Comprehensive ~~Income~~Loss – for the ~~nine~~three and ~~three~~nine months ended September 30, ~~2020~~2021 and ~~2019~~2020	6
	Consolidated Statement of Changes in Shareholders’ Equity – for three and nine months ended ~~March 31, June 30,~~ September 30, ~~2020~~2021 and ~~2019~~2020	78
	Consolidated Statement of Cash Flows – for the nine months ended September 30, ~~2020~~2021 and ~~2019~~2020	9
	Notes to Consolidated Financial Statements	10
Item 2.	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	4045
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	6571
Item 4.	Controls and Procedures	6571

PART II. OTHER INFORMATION		6672
Item 1.	Legal Proceedings	6672
Item 1A.	Risk Factors	6672
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6772
Item 3.	Defaults upon Senior Securities	6772
Item 4.	Mine Safety Disclosures	6772
Item 5.	Other Information	6772
Item 6.	Exhibits	6773
SIGNATURES		6874

‎

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

First United Corporation and Subsidiaries

~~FIRST UNITED~~ ~~CORPORATION~~

Consolidated Statement of Financial Condition

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

September 30,
‎2020
December 31,
‎2019
(Unaudited)
Assets
Cash and due from banks
$
152,460
$
48,512
Interest bearing deposits in banks
3,146
1,467
Cash and cash equivalents
155,606
49,979
Investment securities – available for sale (at fair value)
153,161
131,305
Investment securities – held to maturity (fair value $76,370 at September 30, 2020 and $100,656 at December 31, 2019)
69,221
93,979
Restricted investment in bank stock, at cost
4,468
4,415
Loans held for sale (at fair value)
5,211
1,749
Loans
1,192,345
1,050,369
Unearned fees
(2,900)
(687)
Allowance for loan losses
(16,189)
(12,537)
Net loans
1,173,256
1,037,145
Premises and equipment, net
37,418
38,710
Goodwill
11,004
11,004
Bank owned life insurance
43,682
43,449
Deferred tax assets
7,404
7,441
Other real estate owned, net
3,787
4,127
Operating lease asset
2,445
2,661
Accrued interest receivable and other assets
19,244
16,063
Total Assets
$
1,685,907
$
1,442,027
Liabilities and Shareholders’ Equity
Liabilities:
Non-interest bearing deposits
$
419,935
$
294,649
Interest bearing deposits
957,349
847,382
Total deposits
1,377,284
1,142,031
Short-term borrowings
52,589
48,728
Long-term borrowings
100,929
100,929
Operating lease liability
3,011
3,239
Accrued interest payable and other liabilities
20,947
20,235
Dividends payable
910
925
Total Liabilities
1,555,670
1,316,087
Shareholders’ Equity:
Common Stock – par value $0.01 per share;
‎ Authorized 25,000,000 shares; issued and outstanding
‎6,988,998 shares at September 30, 2020 and 7,110,022 at December 31, 2019
70
71
Surplus
29,975
32,359
Retained earnings
126,043
119,481
Accumulated other comprehensive loss
(25,851)
(25,971)
Total Shareholders’ Equity
130,237
125,940
Total Liabilities and Shareholders’ Equity
$
1,685,907
$
1,442,027

See accompanying notes to the consolidated financial statements

‎

Table of Contents

First United Corporation and Subsidiaries

~~FIRST UNITED~~ ~~CORPORATION~~

Consolidated Statement of Operations

(In thousands, except per share data)

Nine Months Ended
September 30,
2020
2019
(Unaudited)
Interest income
Interest and fees on loans
$
39,192
$
37,215
Interest on investment securities
Taxable
3,612
4,333
Exempt from federal income tax
809
771
Total investment income
4,421
5,104
Other
360
764
Total interest income
43,973
43,083
Interest expense
Interest on deposits
4,997
5,800
Interest on short-term borrowings
68
158
Interest on long-term borrowings
2,463
2,656
Total interest expense
7,528
8,614
Net interest income
36,445
34,469
Provision for loan losses
4,981
669
Net interest income after provision for loan losses
31,464
33,800
Other operating income
Net gains
2,011
185
Service charges on deposit accounts
1,439
1,652
Other service charges
517
607
Trust department
5,355
5,345
Debit card income
2,052
1,955
Bank owned life insurance
961
1,970
Brokerage commissions
713
646
Other
374
369
Total other income
11,411
12,544
Total other operating income
13,422
12,729
Other operating expenses
Salaries and employee benefits
16,244
18,644
FDIC premiums
404
337
Equipment
2,871
2,775
Occupancy
2,200
2,112
Data processing
3,155
2,979
Marketing
405
274
Professional services
2,506
776
Contract labor
480
502
Line rentals
654
641
Other real estate owned
3
1,266
Investor relations
1,160
146
Other
2,890
3,225
Total other operating expenses
32,972
33,677
Income before income tax expense
11,914
12,852
Provision for income tax expense
2,629
2,605
Net Income
$
9,285
$
10,247
Basic net income per share
$
1.32
$
1.44
Diluted net income per share
$
1.32
$
1.44
Weighted average number of basic shares outstanding
7,008
7,098
Weighted average number of diluted shares outstanding
7,019
7,098
Dividends declared per common share
$
0.39
$
0.31


	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

See accompanying notes to the consolidated financial statements

‎

Table of Contents

~~FIRST UNITED CORPORATION~~First United Corporation and Subsidiaries

Consolidated Statement of Operations

(In thousands, except per share data)



	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

Three Months Ended
September 30,
2020
2019
(Unaudited)
Interest income
Interest and fees on loans
$
12,940
$
12,529
Interest on investment securities
Taxable
960
1,416
Exempt from federal income tax
276
249
Total investment income
1,236
1,665
Other
77
406
Total interest income
14,253
14,600
Interest expense
Interest on deposits
1,515
2,064
Interest on short-term borrowings
19
27
Interest on long-term borrowings
817
913
Total interest expense
2,351
3,004
Net interest income
11,902
11,596
Provision for loan losses
160
(13)
Net interest income after provision for loan losses
11,742
11,609
Other operating income
Net gains
1,176
89
Service charges on deposit accounts
447
578
Other service charges
195
225
Trust department
1,871
1,798
Debit card income
738
679
Bank owned life insurance
373
1,379
Brokerage commissions
234
205
Other
120
115
Total other income
3,978
4,979
Total other operating income
5,154
5,068
Other operating expenses
Salaries and employee benefits
5,378
6,280
FDIC premiums
201
43
Equipment
978
956
Occupancy
707
694
Data processing
1,130
984
Marketing
122
110
Professional services
602
254
Contract labor
180
171
Line rentals
216
226
Other real estate owned
6
337
Investor relations
54
36
Other
966
1,155
Total other operating expenses
10,540
11,246
Income before income tax expense
6,356
5,431
Provision for income tax expense
1,396
938
Net Income
$
4,960
$
4,493
Basic net income per common share
$
0.70
$
0.63
Diluted net income per common share
$
0.70
$
0.63
Weighted average number of basic shares outstanding
6,988
7,107
Weighted average number of diluted shares outstanding
6,993
7,107
Dividends declared per common share
$
0.13
$
0.13

See accompanying notes to the consolidated financial statements

Table of Contents

~~FIRST UNITED~~ ~~CORPORATION~~First United Corporation and Subsidiaries

Consolidated Statement of Comprehensive Income

(In thousands)

Nine Months Ended
September 30,
2020
2019
Comprehensive Income (in thousands)
(Unaudited)
Net Income
$
9,285
$
10,247
Other comprehensive income, net of tax and reclassification adjustments:
Net unrealized losses on investments with OTTI
(1,025)
(1,131)
Net unrealized gains on all other AFS securities
1,336
2,884
Net unrealized gains on HTM securities
548
178
Net unrealized losses on cash flow hedges
(972)
(1,040)
Net unrealized gains on pension
131
2,957
Net unrealized gains on SERP
102
62
Other comprehensive income, net of tax
120
3,910
Comprehensive income
$
9,405
$
14,157



	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
September 30,
2020
2019
Comprehensive Income (in thousands)
(Unaudited)
Net Income
$
4,960
$
4,493
Other comprehensive income/(loss), net of tax and reclassification adjustments:
Net unrealized gains/(losses) on investments with OTTI
481
(857)
Net unrealized (losses)/gains on all other AFS securities
(656)
402
Net unrealized gains on HTM securities
54
60
Net unrealized gains/(losses) on cash flow hedges
72
(239)
Net unrealized gains on pension
1,647
121
Net unrealized gains on SERP
34
20
Other comprehensive income/(loss), net of tax
1,632
(493)
Comprehensive income
$
6,592
$
4,000

See accompanying notes to the consolidated financial statements

‎

Table of Contents

~~FIRST UNITED~~ ~~CORPORATION~~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 - 145,219 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


	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
Net income						3,430				3,430
Other comprehensive loss								(4,335)		(4,335)
Stock based compensation				50						50
Common stock issued - 2,956 shares				46						46
Common stock dividend declared - $0.15 per share						(1,049)				(1,049)
Balance at March 31, 2021	$	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

~~FIRST UNITED CORPORATION~~

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

Common
‎Stock
Surplus
Retained
‎Earnings
Accumulated
‎Other
‎Comprehensive
‎Loss
Total
‎Shareholders'
‎Equity
Balance at January 1, 2019
$
71
$
31,921
$
109,477
$
(24,403)
$
117,066
Net income
3,151
3,151
Other comprehensive income
2,715
2,715
Stock based compensation
67
67
Common stock issued - 2,355 shares
39
39
Common stock dividend declared -
‎$0.09 per share
(639)
(639)
Balance at March 31, 2019
$
71
$
32,027
$
111,989
$
(21,688)
$
122,399
Net income
2,602
2,602
Other comprehensive income
1,688
1,688
Stock based compensation
67
67
Common stock issued - 2,147 shares
39
39
Common stock dividend declared -
‎$0.09 per share
(640)
(640)
Balance at June 30, 2019
$
71
$
32,133
$
113,951
$
(20,000)
$
126,155
Net income
4,493
4,493
Other comprehensive loss
(493)
(493)
Stock based compensation
66
66
Common stock issued - 1,891 shares
38
38
Common stock dividend declared -
‎$0.13 per share
(920)
(920)
Balance at September 30, 2019
$
71
$
32,237
$
117,524
$
(20,493)
$
129,339

See accompanying notes to the consolidated financial statements

‎

Table of Contents

~~FIRST UNITED~~ ~~CORPORATION~~First United Corporation and Subsidiaries

Consolidated Statement of Cash Flows

(In thousands)

Nine Months Ended
September 30,
2020
2019
(Unaudited)
Operating activities
Net income
$
9,285
$
10,247
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses
4,981
669
Depreciation
2,463
2,318
Stock compensation
221
200
Gains on sales of other real estate owned
(93)
(62)
Write-downs of other real estate owned
102
1,140
Originations of loans held for sale
(54,039)
(11,006)
Proceeds from sale of loans held for sale
52,057
11,073
Gains from sale of loans held for sale
(1,480)
(87)
Losses on disposal of fixed assets
151
4
Net amortization/(accretion) of investment securities discounts and premiums- AFS
212
(5)
Net amortization of investment securities discounts and premiums- HTM
225
53
Gains on sales/calls of investment securities – AFS
(622)
(1)
Gain on calls of investment securities – HTM
(60)
—
Bank owned life insurance
(961)
(1,970)
Amortization of deferred loan fees
(1,908)
(611)
Amortization of operating lease asset
216
206
Increase in accrued interest receivable and other assets
(2,624)
(6,652)
Deferred tax expense
—
1,481
Operating lease liability
(228)
(213)
Decrease in accrued interest payable and other liabilities
(96)
(691)
Net cash provided by operating activities
7,802
6,093
Investing activities
Proceeds from maturities/calls of investment securities - AFS
40,572
7,677
Proceeds from maturities/calls of investment securities - HTM
43,226
5,560
Proceeds from sales of investment securities - AFS
30,831
12,046
Purchases of investment securities - AFS
(92,440)
(14,744)
Purchases of investment securities - HTM
(18,633)
(8,207)
Proceeds from sales of other real estate owned
514
1,415
Proceeds from BOLI death benefit
728
2,125
Net (increase)/decrease in restricted stock
(53)
979
Net (increase)/decrease in loans
(139,367)
10,700
Purchases of premises and equipment
(1,322)
(2,830)
Net cash (used in)/provided by investing activities
(135,944)
14,721
Financing activities
Net increase in deposits
235,253
69,260
Issuance of common stock
148
116
Cash dividends on common stock
(2,739)
(2,199)
Net increase/(decrease) in short-term borrowings
3,861
(27,362)
Stock repurchase
(2,754)
—
Net cash provided by financing activities
233,769
39,815
Increase in cash and cash equivalents
105,627
60,629
Cash and cash equivalents at beginning of the year
49,979
23,541
Cash and cash equivalents at end of period
$
155,606
$
84,170
Supplemental information
Interest paid
$
7,610
$
8,550
Taxes paid
$
625
$
891
Non-cash investing activities:
Transfers from loans to other real estate owned
$
183
$
616
Recognition of operating lease right-of-use assets
$
—
$
2,730
Recognition of operating lease liabilities
$
—
$
3,317


	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

See accompanying notes to the consolidated financial statements

Table of Contents

FIRST UNITED CORPORATION

~~NoteS to Consolidated Financial Statements~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 – Basis of Presentation

The accompanying unaudited consolidated financial statements of First United Corporation and its consolidated subsidiaries, including First United Bank & Trust (the “Bank”), 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. Certain prior period balances have been reclassified to conform to the current period presentation. Operating results for the ~~nine~~three and ~~three~~nine month periods ended September 30, ~~2020~~2021 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, ~~2019.~~2020.

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, ~~2020~~2021 for items that should potentially be recognized or disclosed in these financial statements.

Note 2 – ~~Significant Event~~COVID-19

~~On March 11, 2020,~~The COVID-19 pandemic has adversely impacted our business and financial results and that of many of our customers, and the ~~World Health Organization declared a pandemic as a result~~ultimate impact will depend on future developments, which are highly uncertain, cannot be predicted, and are largely outside of our control, including the ~~global spread of the coronavirus, commonly referred to as COVID-19. The spread of the disease quickly accelerated in the United States~~scope and to date, all 50 states have reported cases. The U.S. and state governments reacted to the pandemic by issuing shelter at home orders and requiring that non-essential businesses be closed to prevent spread of the virus. The health crisis quickly turned into a financial crisis resulting in guidance and mandates regarding foreclosures and repossessions and accounting and regulatory changes designed to encourage banks to work with customers suffering detrimental financial impact.

~~As a result~~duration of the pandemic ~~effecting~~and actions taken by governmental authorities in response to the ~~states~~pandemic. The COVID-19 pandemic has created extensive disruptions to the global and ~~local~~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, ~~in which it operates,~~impacted market interest rates, increased economic and market uncertainty, and disrupted trade and supply chains.

Congress, the ~~Corporation successfully implemented its Business Continuity Plan with~~President, and the ~~goal~~Board of ~~protecting~~Governors of the ~~health, safety and financial well-being of its associates and customers. As part of its plan~~Federal Reserve System (the “Federal Reserve”) have taken several actions designed to ~~protect~~cushion the ~~financial well-being of its customers,~~economic fallout. Most notably, the ~~Corporation chose to participate and educate its customers on the government sponsored plans established to provide financial assistance to businesses.~~

~~The U.S. Government’s~~ 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”~~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”) ~~established~~administered by the Small Business Administration ~~(“SBA”~~(the “SBA”) Paycheck Protection Program (“PPP”) which provides small businesses with resources to maintain payroll, hire back employees who may have been laid off, and to cover applicable overhead expenses. We continued to provide access to the PPP and process applications until the window closed on August 8, 2020. These loans are 100% guaranteed by the SBA, have up to a two year or five year maturity, provide for a nine month deferral period, and have an interest rate of 1%. These loans may be forgiven, in whole or in part, by the SBA if the borrower meets certain conditions, including by using at least 60% of the loan proceeds for payroll costs. The SBA also established processing fees from 1% to 5%, depending on the loan amount. We anticipate receiving approximately $3.5 million in deferred loan fees.

In April 2020, the Bank established eligibility to participate in the Paycheck Protection Program Liquidity Facility (“PPPLF”) which was established by Congress and administered by the Federal Reserve Bank. This facility uses the SBA guaranteed PPP loans as collateral, offering 100% collateral coverage with no recourse to the Bank. The majority of the PPP loan disbursements have been to internal, non-interest-bearing accounts awaiting use by borrowers. During the second quarter of 2020, we did not access this facility. We will continue to monitor our liquidity position and determine appropriate timing to utilize these funds.

During the second quarter of 2020, the Bank was approved to participate in the Main Street Lending Program established by the Federal Reserve. This program supports lending to small and medium-sized businesses and non-profit organizations that were in sound financial condition before the onset of the COVID-19 pandemic.

The CARES Act, enacted on March 27, 2020, provides that, from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on which the national emergency concerning the COVID-19 pandemic declared by the President of the United States under the National Emergencies Act terminates, the Company may elect to suspend GAAP for loan modifications related to the pandemic that would otherwise be categorized as troubled debt restructurings and suspend any

~~determination of a loan modified as a result of the effects of the pandemic as being a troubled debt restructuring, including impairment for accounting purposes.~~

~~In response to the COVID-19 pandemic, the Company developed a set of guidelines to provide relief to qualified commercial, mortgage and consumer loans customers. These guidelines, as permitted by~~ Section 4013 of the CARES Act, ~~provide~~“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 ~~deferment~~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 ~~loan payments~~provisions of upthe CARES Act as well as other legislative and regulatory relief efforts are expected to ~~180 days~~have a material impact on the Corporation’s operations.

Table of Contents

During the first nine months of 2021, we continued to ~~provide relief to qualified commercial, mortgage and consumer loan customers. Initial deferrals of 90 days were granted to qualified~~assist our business customers with the ~~option~~PPP loan forgiveness process and to ~~request a second deferral for an~~originate additional ~~90 days.~~

~~Loans~~PPP loans through the third round of funding. We remained diligent in ~~active modification status declined significantly during~~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 ~~businesses started~~COVID cases increased in most of our markets and staffing was at reduced levels. Many of our sales and support employees continue to ~~open back up and begin to return~~work remotely as we have adjusted to a ~~more normal operating~~hybrid work environment. We ~~continue~~have continued to ~~have communication with~~monitor our ~~borrowers as there is still some uncertainty as~~market areas, maintaining travel protocols and utilizing safety precautions while continuing to ~~how long the pandemic will last.~~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 ~~such~~modifications of loans affected by the pandemic as ~~TDRs,~~troubled debt restructurings (“TDRs”) nor have we designated them as past due or nonaccrual. ~~The following table includes data on our consumer, residential~~

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 ~~and commercial~~ loan, ~~portfolios, including a breakdown by industry, and~~with an aggregate balance of $9.9 million. These loans are scheduled to return to contractual payment terms within the ~~percentage of the portfolio that has been modified through October 30, 2020 as a result of COVID-19. For comparative purposes, modifications reported through July 31, 2020 are included.~~next quarter.

Total Loans at 9/30/20 (*)
Active COVID Modifications at 10/30/20
Active COVID Modifications through 7/31/20
Industry Category
# of Loans (**)
Balance (000s)
Balance as % of Total Portfolio
# of Loans
Balance (000s)
Balance as % of Total Portfolio
# of Loans
Balance (000s)
Balance as % of Category
RE/Rental/Leasing - Non-Owner Occupied
90
$
124,370
11.9%
—
$
—
0.0%
25
$
53,664
44.4%
RE/Rental/Leasing - All Other
320
100,358
9.6%
2
141
0.1%
43
23,562
25.2%
Construction - Developers
20
57,977
5.6%
—
—
0.0%
1
2,975
5.2%
Accommodations
33
47,857
4.6%
6
13,519
28.2%
12
33,246
70.0%
Services
207
45,926
4.4%
—
—
0.0%
26
15,539
34.9%
Health Care/Social Assistance
60
34,048
3.3%
—
—
0.0%
16
8,564
25.9%
RE/Rental/Leasing - Multifamily
107
32,204
3.1%
—
—
0.0%
24
11,447
36.9%
RE/Rental/Leasing - Developers
39
25,840
2.5%
—
—
0.0%
3
6,773
23.3%
Manufacturing
50
25,519
2.4%
—
—
0.0%
7
10,710
41.6%
Construction - All Other
268
24,199
2.3%
5
396
1.6%
19
3,142
12.2%
Prof/Scientific/Technical
108
19,820
1.9%
—
—
0.0%
25
7,521
34.1%
Trade
109
16,890
1.6%
—
—
0.0%
5
1,405
9.1%
Transportation/Warehousing
226
15,979
1.5%
—
—
0.0%
5
235
1.6%
Food Service
32
11,110
1.1%
—
—
0.0%
—
—
0.0%
Public Administration
46
10,536
1.0%
—
—
1.9%
11
3,003
31.6%
Entertainment/Recreation
24
8,341
0.8%
1
284
3.4%
6
2,626
36.3%
Agriculture
52
4,595
0.4%
—
—
0.0%
2
508
11.0%
Energy
12
1,645
0.2%
—
—
0.0%
—
—
0.0%
Total Commercial
1,803
$
607,214
58.2%
14
$
14,340
2.4%
230
$
184,920
31.1%
Total Residential Mortgage
2,157
334,185
32.0%
16
4,508
1.2%
93
26,089
7.6%
Total Consumer
6,508
102,091
9.8%
12
403
0.5%
60
3,444
3.3%
Total Loans at September 30, 2020
10,468
$
1,043,490
100.0%
42
$
19,251
1.8%
383
$
214,453
20.6%
(*) Excluding 1,174 PPP loans totaling $148.9 million, 1.6% including PPP loans
(**) Including active loans/lines with no outstanding balance

Note 3 – 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, ~~2020,~~2021, there were RSUs relating to ~~5,070~~7,073 time-vested shares of common stock outstanding. There were 0 anti-dilutive shares at September 30, 2021 or 2020.

Table of Contents

The following tables set forth the calculation of basic and diluted earnings per common share for the nine and three ~~month~~months periods ended September 30, ~~2020~~2021 and ~~2019:~~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



	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 September 30,
2020
2019
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
$
9,285
7,008
$
1.32
$
10,247
7,098
$
1.44
Diluted Earnings Per Share:
Net income
$
9,285
7,019
$
1.32
$
10,247
7,098
$
1.44

Three months ended September 30,
2020
2019
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
$
4,960
6,988
$
0.70
$
4,493
7,107
$
0.63
Diluted Earnings Per Share:
Net income
$
4,960
6,993
$
0.70
$
4,493
7,107
$
0.63

Table of Contents

Note 4 – ~~Net Gains~~Investments

~~The following table summarizes the gain/(loss) activity for the nine and three month periods ended September 30, 2020 and 2019:~~

Nine Months Ended
Three Months Ended
September 30,
September 30,
(in thousands)
2020
2019
2020
2019
Net gains/(losses):
Available-for-sale securities:
Realized gains
$
622
$
74
$
575
$
1
Realized losses
—
(73)
—
—
Held-to-maturity securities:
Realized gains
60
—
—
—
Gains on sale of residential mortgage loans
1,480
87
734
42
Losses on disposal of fixed assets
(151)
(4)
(133)
(3)
Net gains
$
2,011
$
84
$
1,176
$
40

~~Note 5 – Investments~~

The following table shows a comparison of amortized cost and fair values of investment securities at September 30, ~~2020~~2021 and December 31, ~~2019:~~2020:



(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		OTTI in AOCL
September 30, 2021
Available for Sale:
U.S. government agencies	$	55,527	$	235	$	2,028	$	53,734	$	—
Residential mortgage-backed agencies		30,936		21		603		30,354		—
Commercial mortgage-backed agencies		55,980		224		695		55,509		—
Collateralized mortgage obligations		70,766		104		1,791		69,079		—
Obligations of states and political subdivisions		9,402		394		—		9,796		—
Collateralized debt obligations		18,586		95		1,589		17,092		(715)
Total available for sale	$	241,197	$	1,073	$	6,706	$	235,564	$	(715)
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. government agencies	$	75,856	$	899	$	322	$	76,433	$	—
Residential mortgage-backed agencies		22,999		—		100		22,899		—
Commercial mortgage-backed agencies		32,549		529		36		33,042		—
Collateralized mortgage obligations		70,372		266		1		70,637		—
Obligations of states and political subdivisions		10,144		470		—		10,614		—
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	$	—

(in thousands)
Amortized
‎Cost
Gross
‎Unrealized
‎Gains
Gross
‎Unrealized
‎Losses
Fair
‎Value
OTTI
‎in AOCL
September 30, 2020
Available for Sale:
U.S. government agencies
$
65,942
$
959
$
30
$
66,871
$
—
Residential mortgage-backed agencies
13,037
219
93
13,163
—
Commercial mortgage-backed agencies
33,566
608
14
34,160
—
Collateralized mortgage obligations
15,226
392
—
15,618
—
Obligations of states and political subdivisions
10,159
430
—
10,589
—
Collateralized debt obligations
18,525
—
5,765
12,760
(4,235)
Total available for sale
$
156,455
$
2,608
$
5,902
$
153,161
$
(4,235)
Held to Maturity:
Residential mortgage-backed agencies
$
34,868
$
1,157
$
—
$
36,025
$
—
Commercial mortgage-backed agencies
11,773
615
—
12,388
—
Collateralized mortgage obligations
1,821
98
—
1,919
—
Obligations of states and political subdivisions
20,759
5,279
—
26,038
—
Total held to maturity
$
69,221
$
7,149
$
—
$
76,370
$
—
December 31, 2019
Available for Sale:
U.S. government agencies
$
39,987
$
—
$
93
$
39,894
$
—
Residential mortgage-backed agencies
4,917
—
17
4,900
—
Commercial mortgage-backed agencies
27,634
222
92
27,764
—
Collateralized mortgage obligations
29,903
129
109
29,923
—
Obligations of states and political subdivisions
14,124
346
—
14,470
—
Collateralized debt obligations
18,443
—
4,089
14,354
(2,835)
Total available for sale
$
135,008
$
697
$
4,400
$
131,305
$
(2,835)
Held to Maturity:
U.S. government agencies
$
16,164
$
659
$
—
$
16,823
$
—
Residential mortgage-backed agencies
42,939
469
155
43,253
—
Commercial mortgage-backed agencies
15,521
344
—
15,865
—
Collateralized mortgage obligations
3,140
3
—
3,143
—
Obligations of states and political subdivisions
16,215
5,357
—
21,572
—
Total held to maturity
$
93,979
$
6,832
$
155
$
100,656
$
—

‎

~~Proceeds from sales~~Table of ~~available for sale securities and the realized gains and losses were as follows:~~Contents

Nine Months Ended
Three Months Ended
September 30,
September 30,
(in thousands)
2020
2019
2020
2019
Proceeds
$
30,831
$
12,046
$
29,751
$
6,669
Realized gains
622
74
575
1
Realized losses
—
73
—
—

The following table shows the Corporation’s investment securities with gross unrealized losses and fair values at September 30, ~~2020~~2021 and December 31, ~~2019,~~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
(in thousands)	Fair Value		Unrealized Losses		Number of Investments	Fair Value		Unrealized Losses		Number of Investments
September 30, 2021
Available for Sale:
U.S. government agencies	$	—	$	—	—	$	34,325	$	2,028	6
Residential mortgage-backed agencies		20,582		603	2		—		—	—
Commercial mortgage-backed agencies		41,647		480	5		7,725		215	1
Collateralized mortgage obligations		65,329		1,791	8		—		—	—
Collateralized debt obligations		—		—	—		10,397		1,589	5
Total available for sale	$	127,558	$	2,874	15	$	52,447	$	3,832	12
Held to Maturity:
Residential mortgage-backed agencies		8,500		394	3		—		—	—
Total held to maturity	$	8,500	$	394	3	$	—	$	—	—
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	$	—	$	—	—

Less than 12 months
12 months or more
(in thousands)
Fair
‎Value
Unrealized
‎Losses
Number of
‎Investments
Fair
‎Value
Unrealized
‎Losses
Number of
‎Investments
September 30, 2020
Available for Sale:
U.S. government agencies
$
16,420
$
30
4
$
—
$
—
—
Residential mortgage-backed agencies
8,512
93
3
—
—
Commercial mortgage-backed agencies
16,109
14
1
—
—
—
Collateralized debt obligations
—
—
—
12,760
5,765
9
Total available for sale
$
41,041
$
137
8
$
12,760
$
5,765
9
December 31, 2019
Available for Sale:
U.S. government agencies
$
24,907
$
80
3
$
14,987
$
13
3
Residential mortgage-backed agencies
4,900
17
1
—
—
—
Commercial mortgage-backed agencies
4,623
37
2
5,793
55
3
Collateralized mortgage obligations
—
—
—
35,472
109
1
Collateralized debt obligations
—
—
—
14,354
4,089
9
Total available for sale
$
34,430
$
134
6
$
70,606
$
4,266
16
Held to Maturity:
Residential mortgage-backed agencies
$
2,722
$
6
3
$
9,486
$
149
12
Total held to maturity
$
2,722
$
6
3
$
9,486
$
149
12

Management systematically evaluates securities for impairment on a quarterly basis. Based upon application of accounting guidance for subsequent measurement in ASC Topic 320 (ASC Section 320-10-35), management assesses whether (a) the Corporation has the intent to sell a security being evaluated and (b) it is more likely than not that the Corporation will be required to sell the security prior to the anticipated recovery of any decline in fair value. If neither applies, then any decline in the fair value below the security’s cost that is considered an other-than-temporary decline is 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, which are recognized in other comprehensive loss. In estimating other than temporary impairment (“OTTI”) losses, 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 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 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 is a critical accounting policy that requires significant estimates in preparation of the Corporation’s consolidated financial statements. Management utilizes an independent third party to prepare both the impairment valuations and fair value determinations for the Corporation’s collateralized debt obligation (“CDO”) portfolio consisting of pooled trust preferred securities. See Note 87 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 cash flow tests performed by the independent third party, management determined that there were no securities that had credit-related ~~non-cash~~ OTTI charges during the first nine months of ~~2020~~2021 or ~~2019.~~2020.

Table of Contents

The Corporation ~~does not believe~~believes that the investment securities that were in an unrealized loss position at September 30, ~~2020~~2021 do not represent other-than-temporary impairment. The Corporation does not intend to sell, nor is it anticipated that the Corporation ~~would~~will be required to sell, any of its impaired investment securities at a loss.

The following tables present a cumulative roll-forward of the amount of non-cash OTTI charges related to credit losses ~~which~~that have been recognized in earnings for the trust preferred securities held in the CDO portfolio ~~held and not intended to be sold for~~during the nine and three month periods ended September 30, 2021 and 2020 ~~and 2019:~~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

Nine Months Ended
September 30,
(in thousands)
2020
2019
Balance of credit-related OTTI at January 1
$
2,446
$
2,646
Reduction for increases in cash flows expected to be collected
(151)
(149)
Balance of credit-related OTTI at September 30
$
2,295
$
2,497

Three Months Ended
September 30,
(in thousands)
2020
2019
Balance of credit-related OTTI at July 1
$
2,345
$
2,547
Reduction for increases in cash flows expected to be collected
(50)
(50)
Balance of credit-related OTTI at September 30
$
2,295
$
2,497

The amortized cost and estimated fair value of securities by contractual maturity at September 30, ~~2020~~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

September 30, 2020
(in thousands)
Amortized
‎Cost
Fair
‎Value
Contractual Maturity
Available for Sale:
Due after one year through five years
$
4,434
$
4,555
Due after five years through ten years
24,821
25,745
Due after ten years
65,371
59,920
94,626
90,220
Residential mortgage-backed agencies
13,037
13,163
Commercial mortgage-backed agencies
33,566
34,160
Collateralized mortgage obligations
15,226
15,618
Total available for sale
$
156,455
$
153,161
Held to Maturity:
Due after ten years
$
20,759
$
26,038
Residential mortgage-backed agencies
34,868
36,025
Commercial mortgage-backed agencies
11,773
12,388
Collateralized mortgage obligations
1,821
1,919
Total held to maturity
$
69,221
$
76,370

Table of Contents

Note 65 – Loans and Related Allowance for Loan Losses

The following table summarizes the primary segments of the loan portfolio at September 30, ~~2020~~2021 and December 31, ~~2019:~~2020:



(in thousands)	Commercial Real Estate		Acquisition and Development		Commercial and Industrial		Residential Mortgage		Consumer		Total
September 30, 2021
Individually evaluated for impairment	$	7,343	$	842	$	—	$	2,985	$	18	$	11,188
Collectively evaluated for impairment		364,442		131,414		195,758		402,900		56,166		1,150,680
Total loans	$	371,785	$	132,256	$	195,758	$	405,885	$	56,184	$	1,161,868
December 31, 2020
Individually evaluated for impairment	$	3,330	$	842	$	—	$	3,185	$	102	$	7,459
Collectively evaluated for impairment		365,846		116,119		266,745		375,985		35,658		1,160,353
Total loans	$	369,176	$	116,961	$	266,745	$	379,170	$	35,760	$	1,167,812

(in thousands)
Commercial
‎Real Estate
Acquisition
‎and
‎Development
Commercial
‎and
‎Industrial
Residential
‎Mortgage
Consumer
Total
September 30, 2020
Individually evaluated for impairment
$
3,380
$
7,932
$
—
$
3,170
$
31
$
14,513
Collectively evaluated for impairment
$
349,892
$
119,367
$
277,723
$
395,539
$
35,311
$
1,177,832
Total loans
$
353,272
$
127,299
$
277,723
$
398,709
$
35,342
$
1,192,345
December 31, 2019
Individually evaluated for impairment
$
3,179
$
8,570
$
30
$
3,391
$
4
$
15,174
Collectively evaluated for impairment
$
332,325
$
109,320
$
122,322
$
435,033
$
36,195
$
1,035,195
Total loans
$
335,504
$
117,890
$
122,352
$
438,424
$
36,199
$
1,050,369

The ~~increase in the~~ commercial and industrial portfolio in the table above includes ~~$148.9~~$30.3 million and $114.0 million of PPP loans at September 30, 2021 and December 31, 2020, respectively, which are 100% guaranteed by the SBA, and 0 allowance for loan loss (“ALL”) has been assigned to them.

The following table presents the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention and Substandard within the internal risk rating system at September 30, ~~2020~~2021 and December 31, ~~2019:~~2020:



(in thousands)	Pass		Special Mention		Substandard		Total
September 30, 2021
Commercial real estate
Non owner-occupied	$	172,977	$	13,054	$	6,209	$	192,240
All other CRE		171,556		1,407		6,582		179,545
Acquisition and development
1-4 family residential construction		20,321		—		—		20,321
All other A&D		111,496		—		439		111,935
Commercial and industrial		178,724		6,087		10,947		195,758
Residential mortgage
Residential mortgage - term		338,745		—		6,282		345,027
Residential mortgage - home equity		60,141		—		717		60,858
Consumer		56,056		—		128		56,184
Total	$	1,110,016	$	20,548	$	31,304	$	1,161,868
December 31, 2020
Commercial real estate
Non owner-occupied	$	178,670	$	5,526	$	6,322	$	190,518
All other CRE		166,504		5,664		6,490		178,658
Acquisition and development
1-4 family residential construction		18,920		—		—		18,920
All other A&D		97,648		17		376		98,041
Commercial and industrial		245,185		8,867		12,693		266,745
Residential mortgage
Residential mortgage - term		309,177		283		6,117		315,577
Residential mortgage - home equity		62,804		—		789		63,593
Consumer		35,648		3		109		35,760
Total	$	1,114,556	$	20,360	$	32,896	$	1,167,812

(in thousands)
Pass
Special
‎Mention
Substandard
Total
September 30, 2020
Commercial real estate
Non owner-occupied
$
165,472
$
9,204
$
1,772
$
176,448
All other CRE
166,899
3,358
6,567
176,824
Acquisition and development
1-4 family residential construction
21,684
—
—
21,684
All other A&D
98,057
17
7,541
105,615
Commercial and industrial
260,294
5,005
12,424
277,723
Residential mortgage
Residential mortgage - term
328,232
287
6,157
334,676
Residential mortgage - home equity
63,100
—
933
64,033
Consumer
35,226
3
113
35,342
Total
$
1,138,964
$
17,874
$
35,507
$
1,192,345
December 31, 2019
Commercial real estate
Non owner-occupied
$
164,584
$
2,765
$
1,864
$
169,213
All other CRE
157,407
6,556
2,328
166,291
Acquisition and development
1-4 family residential construction
10,781
—
—
10,781
All other A&D
98,823
18
8,268
107,109
Commercial and industrial
116,221
2,896
3,235
122,352
Residential mortgage
Residential mortgage - term
364,150
59
5,597
369,806
Residential mortgage - home equity
67,143
139
1,336
68,618
Consumer
36,047
4
148
36,199
Total
$
1,015,156
$
12,437
$
22,776
$
1,050,369

The increase of $12.7 million in the substandard category from December 31, 2019 to September 30, 2020 was primarily due to 2 large relationships in the “All other CRE” and “Commercial and Industrial” categories. These loans are current and well collateralized and are not considered impaired. They were classified as substandard due to a reduction in cash flows and a slight deterioration in the borrower’s balance sheet. The increase in the special mention category is due to the addition of 3 hotel loans totaling $6.5 million in the non-owner occupied category as business continues to be a reduced capacity thereby reducing cash flows. The increase in the commercial and industrial category is related to 1 medical profession loan.

‎

Table of Contents

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, ~~2020~~2021 and December 31, ~~2019:~~2020:


(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
September 30, 2021
Commercial real estate
Non owner-occupied	$	187,770	$	—	$	—	$	—	$	—	$	4,470	$	192,240
All other CRE		178,880		118		—		—		118		547		179,545
Acquisition and development
1-4 family residential construction		20,321		—		—		—		—		—		20,321
All other A&D		111,540		—		—		—		—		395		111,935
Commercial and industrial		195,383		375		—		—		375		—		195,758
Residential mortgage
Residential mortgage - term		342,242		76		975		154		1,205		1,580		345,027
Residential mortgage - home equity		60,149		213		65		—		278		431		60,858
Consumer		55,794		304		33		35		372		18		56,184
Total	$	1,152,079	$	1,086	$	1,073	$	189	$	2,348	$	7,441	$	1,161,868
December 31, 2020
Commercial real estate
Non owner-occupied	$	190,510	$	—	$	—	$	—	$	—	$	8	$	190,518
All other CRE		177,360		408		—		—		408		890		178,658
Acquisition and development
1-4 family residential construction		18,920		—		—		—		—		—		18,920
All other A&D		97,660		5		—		10		15		366		98,041
Commercial and industrial		266,708		37		—		—		37		—		266,745
Residential mortgage
Residential mortgage - term		312,500		63		670		710		1,443		1,634		315,577
Residential mortgage - home equity		63,036		80		63		—		143		414		63,593
Consumer		35,473		230		26		4		260		27		35,760
Total	$	1,162,167	$	823	$	759	$	724	$	2,306	$	3,339	$	1,167,812

(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
September 30, 2020
Commercial real estate
Non owner-occupied
$
176,439
$
—
$
—
$
—
$
—
$
9
$
176,448
All other CRE
175,906
—
—
—
—
918
176,824
Acquisition and development
1-4 family residential construction
21,684
—
—
—
—
—
21,684
All other A&D
98,157
—
—
11
11
7,447
105,615
Commercial and industrial
271,012
6,711
—
—
6,711
—
277,723
Residential mortgage
Residential mortgage - term
331,474
65
951
726
1,742
1,460
334,676
Residential mortgage - home equity
63,435
43
—
76
119
479
64,033
Consumer
35,218
58
35
—
93
31
35,342
Total
$
1,173,325
$
6,877
$
986
$
813
$
8,676
$
10,344
$
1,192,345
December 31, 2019
Commercial real estate
Non owner-occupied
$
169,180
$
—
$
—
$
—
$
—
$
33
$
169,213
All other CRE
165,289
—
355
—
355
647
166,291
Acquisition and development
1-4 family residential construction
10,781
—
—
—
—
—
10,781
All other A&D
98,916
—
—
135
135
8,058
107,109
Commercial and industrial
122,050
272
—
—
272
30
122,352
Residential mortgage
Residential mortgage - term
366,882
267
967
471
1,705
1,219
369,806
Residential mortgage - home equity
67,121
288
286
65
639
858
68,618
Consumer
35,834
261
46
54
361
4
36,199
Total
$
1,036,053
$
1,088
$
1,654
$
725
$
3,467
$
10,849
$
1,050,369

The current status of commercial and industrial loans includes $30.3 million and $114.0 million of PPP loans at September 30, ~~2020 includes $148.9 million of PPP loans.~~

~~Non-accrual loans~~ ~~totaled $10.3 million at September 30, 2020, compared to $10.8 million at~~2021 and December 31, ~~2019. The decrease in non-accrual balances at September 30,~~ 2020, was primarily due to the charge-off of $1.1 million of a specific allocation attributable to the $8.3 million A&D participation loan that was added to non-accrual loans in the first quarter of 2019. The property collateralizing the loan was acquired at foreclosure in November 2020 and was added to OREO at a carrying value of $7.2 million. During the third quarter of 2020, a purchase agreement for a parcel of acreage within the development was signed with a large warehouse franchise with an anticipated closing date in December 2020. This loan is serviced by another lender. A new appraisal is in process; however, based on the sales contract price, management re-evaluated the reserve and determined that $1.1 million of the $2.4 million specific allocation be charged off and the remaining $1.3 million reversed. Due to the continued uncertainty in the market surrounding the pandemic and increases in allowance qualitative factors, the $1.3 million was re-allocated to the collectively determined portion of the allowance. We anticipate a reduction to the OREO balance of approximately $2.0 million once the sale of the parcel is consummated (anticipated in December 2020). respectively.

Non-accrual loans that have been subject to partial charge-offs totaled ~~$7.3~~$0.5 million at September 30, ~~2020~~2021 and ~~$0.2~~$0.4 million at December 31, ~~2019~~.2020. Loans secured by 1-4 family residential real estate properties in the process of foreclosure ~~were $0.3 million and $0.1~~totaled $0.2 million at September 30, ~~2020~~2021 and $0.4 million at December 31, ~~2019, respectively. All foreclosure~~2020. Foreclosure and repossession ~~activity has been~~activities were temporarily suspended as a result of ~~COVID-19. The foreclosure process on~~COVID-19 but resumed during the ~~A&D participation loan, as noted above, was imminent prior~~third quarter 2021. Management continues to conform to federal and state mandates relative to the ~~onset of the pandemic.~~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 ~~increased~~decreased to ~~0.73%~~0.20%, including PPP loans, or ~~0.83%~~0.21% excluding PPP loans, compared to ~~0.67%~~0.20% at ~~September 30, 2019. This increase is related to 1 credit totaling $6.7 million which was due to a delay in the preparation of a forbearance agreement.~~December 31, 2020.

Table of Contents

The following table summarizes the primary segments of the ALL at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, 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
September 30, 2021
Individually evaluated for impairment	$	187	$	—	$	—	$	16	$	2	$	—	$	205
Collectively evaluated for impairment	$	6,539	$	2,910	$	2,400	$	3,582	$	840	$	430	$	16,701
Total ALL	$	6,726	$	2,910	$	2,400	$	3,598	$	842	$	430	$	16,906
December 31, 2020
Individually evaluated for impairment	$	4	$	13	$	—	$	40	$	—	$	—	$	57
Collectively evaluated for impairment	$	5,539	$	2,326	$	2,584	$	5,110	$	370	$	500	$	16,429
Total ALL	$	5,543	$	2,339	$	2,584	$	5,150	$	370	$	500	$	16,486

(in thousands)
Commercial
‎Real Estate
Acquisition
‎and
‎Development
Commercial
‎and
‎Industrial
Residential
‎Mortgage
Consumer
Unallocated
Total
September 30, 2020
Individually evaluated
‎for impairment
$
5
$
42
$
—
$
25
$
—
$
—
$
72
Collectively evaluated
‎for impairment
$
5,289
$
2,381
$
2,184
$
5,382
$
381
$
500
$
16,117
Total ALL
$
5,294
$
2,423
$
2,184
$
5,407
$
381
$
500
$
16,189
December 31, 2019
Individually evaluated
‎for impairment
$
9
$
2,142
$
—
$
22
$
—
$
—
$
2,173
Collectively evaluated
‎for impairment
$
2,873
$
1,532
$
1,341
$
3,806
$
312
$
500
$
10,364
Total ALL
$
2,882
$
3,674
$
1,341
$
3,828
$
312
$
500
$
12,537

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.

‎

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, ~~2020~~2021 and December 31, ~~2019:~~2020:


	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
September 30, 2021
Commercial real estate
Non owner-occupied	$	1,715	$	187	$	2,863	$	4,578	$	4,578
All other CRE		—		—		2,765		2,765		2,765
Acquisition and development
1-4 family residential construction		—		—		245		245		245
All other A&D		—		—		597		597		1,806
Commercial and industrial		—		—		—		—		2,214
Residential mortgage
Residential mortgage – term		261		10		2,293		2,554		2,615
Residential mortgage – home equity		46		6		385		431		450
Consumer		18		2		—		18		20
Total impaired loans	$	2,040	$	205	$	9,148	$	11,188	$	14,693
December 31, 2020
Commercial real estate
Non owner-occupied	$	111	$	4	$	8	$	119	$	119
All other CRE		—		—		3,211		3,211		3,211
Acquisition and development
1-4 family residential construction		—		—		266		266		266
All other A&D		276		13		300		576		1,724
Commercial and industrial		—		—		—		—		2,214
Residential mortgage
Residential mortgage – term		936		34		1,910		2,846		3,031
Residential mortgage – home equity		76		6		339		415		447
Consumer		—		—		26		26		51
Total impaired loans	$	1,399	$	57	$	6,060	$	7,459	$	11,063

(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.

Impaired Loans with
‎Specific Allowance
Impaired
‎Loans with
‎No Specific
‎Allowance
Total Impaired Loans
(in thousands)
Recorded
‎Investment
Related
‎Allowances
Recorded
‎Investment
Recorded
‎Investment
Unpaid
‎Principal
‎Balance
September 30, 2020
Commercial real estate
Non owner-occupied
$
113
$
5
$
9
$
122
$
8,127
All other CRE
—
—
3,258
3,258
3,258
Acquisition and development
1-4 family residential construction
—
—
272
272
272
All other A&D
392
42
7,268
7,660
8,812
Commercial and industrial
—
—
—
—
2,214
Residential mortgage
Residential mortgage – term
744
25
1,947
2,691
2,862
Residential mortgage – home equity
—
—
479
479
493
Consumer
31
—
—
31
56
Total impaired loans
$
1,280
$
72
$
13,233
$
14,513
$
26,094
December 31, 2019
Commercial real estate
Non owner-occupied
$
116
$
9
$
33
$
149
$
8,224
All other CRE
—
—
3,030
3,030
3,030
Acquisition and development
1-4 family residential construction
—
—
291
291
291
All other A&D
8,219
2,142
60
8,279
8,340
Commercial and industrial
—
—
30
30
2,266
Residential mortgage
Residential mortgage – term
865
22
1,668
2,533
2,724
Residential mortgage – home equity
—
—
858
858
986
Consumer
—
—
4
4
4
Total impaired loans
$
9,200
$
2,173
$
5,974
$
15,174
$
25,865

‎

Table of Contents

The following tables present the activity in the ALL for the nine and three month periods ended September 30, ~~2020~~2021 and ~~2019:~~2020:



(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

(in thousands)
Commercial
‎Real Estate
Acquisition
‎and
‎Development
Commercial
‎and
‎Industrial
Residential
‎Mortgage
Consumer
Unallocated
Total
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
ALL balance at January 1, 2019
$
2,780
$
1,721
$
1,187
$
4,544
$
315
$
500
$
11,047
Charge-offs
—
(29)
(75)
(86)
(212)
—
(402)
Recoveries
67
132
77
259
122
—
657
Provision
(162)
1,556
6
(818)
87
—
669
ALL balance at September 30, 2019
$
2,685
$
3,380
$
1,195
$
3,899
$
312
$
500
$
11,971

(in thousands)
Commercial
‎Real Estate
Acquisition
‎and
‎Development
Commercial
‎and
‎Industrial
Residential
‎Mortgage
Consumer
Unallocated
Total
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
ALL balance at July 1, 2019
$
2,735
$
3,294
$
1,147
$
3,981
$
319
$
500
$
11,976
Charge-offs
—
—
(70)
—
(76)
—
(146)
Recoveries
37
21
1
64
31
—
154
Provision
(87)
65
117
(146)
38
—
(13)
ALL balance at September 30, 2019
$
2,685
$
3,380
$
1,195
$
3,899
$
312
$
500
$
11,971

The 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 application of assumptions, result in an ALL that is representative of the risk found in the components of the portfolio at any given date.

‎

Table of Contents

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


	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



	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	$	—

Nine months ended
Nine months ended
September 30, 2020
September 30, 2019
(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
$
134
$
6
$
—
$
241
$
9
$
—
All other CRE
3,201
109
—
4,644
113
68
Acquisition and development
1-4 family residential construction
282
9
—
232
10
—
All other A&D
8,243
9
1
6,062
12
—
Commercial and industrial
16
—
—
25
—
—
Residential mortgage
Residential mortgage – term
2,531
62
—
3,082
75
10
Residential mortgage – home equity
651
—
3
873
—
4
Consumer
18
—
—
12
—
—
Total
$
15,076
$
195
$
4
$
15,171
$
219
$
82

Three months ended
Three months ended
September 30, 2020
September 30, 2019
(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
$
127
$
3
$
—
$
201
$
3
$
—
All other CRE
3,278
36
—
4,773
37
68
Acquisition and development
1-4 family residential construction
276
3
—
152
1
—
All other A&D
8,158
3
—
8,085
6
—
Commercial and industrial
18
—
—
27
—
—
Residential mortgage
Residential mortgage – term
2,565
19
—
2,701
22
—
Residential mortgage – home equity
474
—
—
928
—
2
Consumer
33
—
—
7
—
—
Total
$
14,929
$
64
$
—
$
16,874
$
69
$
70

The Bank modifies loan terms in the normal course of business. Among other reasons, modifications might be made in an effort to retain the loan relationship, to remain competitive 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 ~~has determined~~ that the borrower is troubled (i.e., experiencing financial difficulties). ~~The~~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 review of the borrower and loan guarantors to assess their current ~~ability~~abilities to meet their financial obligations.

Table of Contents

Section 4013 of the CARES Act allows financial institutions to suspend application of certain current TDRs accounting guidance under ASC 310-40 for loan modifications related to the COVID-19 pandemic made between March 1, 2020 and the earlier of ~~December 31, 2020~~January 1, 2022 or 60 days after the end of the COVID-19 national emergency, provided certain criteria are met. This relief can be applied to loan modifications for borrowers that ~~were not more than 30 days past due as of December 31, 2019 and to loan modifications that~~ defer or delay the payment of principal or interest, or change the interest rate on the ~~loan.~~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 that if the modification is either short-term ~~(e.g.~~(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. The Corporation 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 to the financial statements included elsewhere in this report for additional information.

There were 14 ~~and 15~~ loans totaling ~~$4.0~~$3.8 million and ~~$4.2~~$4.0 million ~~respectively,~~ that were classified as TDRs at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, 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:



	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	—	$	—



	Temporary Rate ‎Modification			Extension of Maturity			Modification of Payment ‎and Other Terms

										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		Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
Nine months ended September 30, 2020
Commercial real estate
Non owner-occupied	—	$	—	—	$	—	—	$	—	—	$	—	—	$	—	—	$	—
All other CRE	—		—	—		—	1		2,226	—		—	—		—	1		2,226
Acquisition and development
1-4 family residential construction	—		—	—		—	—		—	—		—	—		—	—		—
All other A&D	—		—	2		430	—		—	—		—	2		430	—		—
Commercial and industrial	—		—	—		—	—		—	—		—	—		—	—		—
Residential mortgage
Residential mortgage – term	1		46	2		457	3		356	1		46	2		457	3		356
Residential mortgage – home equity	—		—	—		—	—		—	—		—	—		—	—		—
Consumer	—		—	—		—	—		—	—		—	—		—	—		—
Total	1	$	46	4	$	887	4	$	2,582	1	$	46	4	$	887	4	$	2,582

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During the nine ~~months~~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 ~~re-modifications~~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 ~~nine months~~three month period ended September 30, ~~2019,~~2021, there ~~was 1~~were 0 new ~~TDR due to a mortgage hardship~~TDRs and 2 existing TDRs that had reached their modification maturity dates and were re-modified. ~~There was no impact~~The Bank had 0 significant commitments to ~~the ALL from the new~~lend additional funds to TDR ~~or the re-modifications. During the nine months ended September 30, 2019, there were 0 payment defaults.~~borrowers.

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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
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, 2019
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
1
149
—
—
—
—
Residential mortgage – home equity
—
—
—
—
—
—
Consumer
—
—
—
—
—
—
Total
1
$
149
—
$
—
—
$
—

During the three ~~months~~month period ended ~~September~~Sept 30, 2020, there were 0 new TDRs but 32 existing TDRs that had reached their modification maturity dates were re-modified. These re-modifications did not impact the ALL. During the three months ended September 30, 2021 and 2020, there were 0 payment defaults under TDRs.

~~During the three months ended September 30, 2019, there was 1 new TDR, 0 modifications on existing TDRs and 0 payment defaults. There was no impact to the ALL from the new TDR.~~

Note 76 - Other Real Estate Owned, net

The following table presents the components of ~~OREO~~other real estate owned (“OREO”) at September 30, ~~2020~~2021 and December 31, ~~2019:~~2020:


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

(in thousands)
September 30,
‎2020
December 31,
‎2019
Commercial real estate
$
2,256
$
2,256
Acquisition and development
1,531
1,780
Residential mortgage
—
91
Total OREO, net
$
3,787
$
4,127

The following table presents the activity in the OREO valuation allowance for the nine and three month periods ended September 30, ~~2020~~2021 and ~~2019:~~2020:


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

Nine Months Ended
Three Months Ended
September 30,
September 30,
(in thousands)
2020
2019
2020
2019
Balance beginning of period
$
1,790
$
1,988
$
1,734
$
2,013
Fair value write-down
102
1,140
63
312
Sales of OREO
(261)
(1,159)
(166)
(356)
Balance at end of period
$
1,631
$
1,969
$
1,631
$
1,969

The following table presents the components of OREO (income)/expenses, net, for the nine and three month periods ended September 30, ~~2020~~2021 and ~~2019:~~2020:


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

Nine Months Ended
Three Months Ended
September 30,
September 30,
(in thousands)
2020
2019
2020
2019
Gains on real estate, net
$
(93)
$
(62)
$
(72)
$
(51)
Fair value write-down, net
102
1,140
63
312
Expenses, net
117
260
52
94
Rental and other income
(123)
(72)
(37)
(18)
Total OREO expense, net
$
3
$
1,266
$
6
$
337

Note 87 – Fair Value of Financial Instruments

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 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

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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 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 fair values at the reporting date. TheThe 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, ~~2020~~2021 are discussed in the paragraphs that follow.

Investments – The fair value of investments is determined using a market approach. As of September 30, ~~2020,~~2021, the U.S. Government agencies, residential and commercial mortgage-backed securities, collateralized mortgage obligations, and state and political subdivisions bonds, excluding the tax increment financing (“TIF”) bonds, ~~segments are~~were 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 historically transacted both purchases and sales of investment securities. The TIF bonds ~~are~~were classified as Level 3 within the valuation hierarchy as they are not openly traded.

The ~~collateralized debt obligation (“CDO”)~~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, ~~2020,~~2021, the Corporation owned 9 trust preferred securities with an amortized cost of ~~$18.5~~$18.6 million and a fair value of ~~$12.8~~$17.1 million. At As of September 30, ~~2020,~~ 2021, the market for these securities iswas not active and the markets for similar securities ~~are~~were also not active. Recent developments in the credit markets have had ana 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 ~~no longer~~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, ~~2020,~~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.

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Management ~~utilizes on~~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, ~~2020.~~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, ~~2020, there has been~~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. AManagement will continue to review of assumptions as they relate to the impact of COVID-19 ~~will be on-going through~~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 – ~~Loans included in the table below are those that are considered impaired with a specific allocation or with a partial charge-off.~~ Fair value ~~consists of the loan balance less its valuation allowance and is generally determined based on independent third-party appraisals~~ of the collateral ~~or discounted cash flows~~dependent loans is measured based ~~upon~~on the ~~expected proceeds. These assets are included as Level 3 fair values based upon the lowest level of input that is significant to~~loan’s observable market price or the fair value ~~measurements.~~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 value of business equipment, inventory and accounts receivable collateral is based on either net book value of the business’ financial statements or evaluations/appraisals obtained by the Bank. If necessary, these values may be discounted 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 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, based on the factors identified above.

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

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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, ~~2020~~2021 and December 31, ~~2019,~~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

(in thousands)
Fair Value at
‎September 30,
‎2020
Valuation
‎Technique
Significant
‎Unobservable
‎Inputs
Significant
‎Unobservable
‎Input Value
Recurring:
Investment Securities – available for sale
$
12,760
Discounted
‎Cash Flow
Discount Rate
LIBOR+ 5.50%
Non-recurring:
Impaired Loans
$
8,198
Market Comparable
‎Properties
Marketability
‎Discount
10.0% - 15.0% (1)
‎(weighted avg 14.9%)
Other Real Estate Owned
$
1,284
Market Comparable
‎Properties
Marketability
‎Discount
15.0%
(in thousands)
Fair Value at
‎December 31,
‎2019
Valuation
‎Technique
Significant
‎Unobservable
‎Inputs
Significant
‎Unobservable
‎Input Value
Recurring:
Investment Securities – available for sale
$
14,354
Discounted
‎Cash Flow
Discount
‎Rate
LIBOR+ 4.75%
Non-recurring:
Impaired Loans
$
6,995
Market Comparable
‎Properties
Marketability
‎Discount
10.0% - 15.0% (1)
‎(weighted avg 12.9%)
Other Real Estate Owned
$
2,571
Market Comparable
‎Properties
Marketability
‎Discount
10.0% - 15.0% (1)
‎(weighted avg 12.5%)

~~NOTE:~~

~~(1)Range would include discounts taken since appraisal and estimated values~~

‎

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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, ~~2020~~2021 and December 31, ~~2019 are~~2020 were as follows:



			Fair Value Measurements at September 30, 2021 Using
			Quoted
			Prices in	Significant
	Assets/(liabilities)		Active Markets	Other		Significant
	Measured at		for Identical	Observable		Unobservable
	Fair Value		Assets	Inputs		Inputs
(in thousands)	09/30/21		(Level 1)	(Level 2)		(Level 3)
Recurring:
Investment securities available-for-sale:
U.S. government agencies	$	53,734		$	53,734
Residential mortgage-backed agencies	$	30,354		$	30,354
Commercial mortgage-backed agencies	$	55,509		$	55,509
Collateralized mortgage obligations	$	69,079		$	69,079
Obligations of states and political subdivisions	$	9,796		$	9,796
Collateralized debt obligations	$	17,092				$	17,092
Financial derivatives	$	(727)		$	(727)
Non-recurring:
Impaired loans	$	2,002				$	2,002
Other real estate owned	$	349				$	349



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

Fair Value Measurements
‎at September 30, 2020 Using
Assets/(liabilities)
‎Measured at
‎Fair Value
Quoted
‎Prices in
‎Active Markets
‎for Identical
‎Assets
Significant
‎Other
‎Observable
‎Inputs
Significant
‎Unobservable
‎Inputs
(in thousands)
09/30/20
(Level 1)
(Level 2)
(Level 3)
Recurring:
Investment securities available-for-sale:
U.S. government agencies
$
66,871
$
66,871
Residential mortgage-backed agencies
$
13,163
$
13,163
Commercial mortgage-backed agencies
$
34,160
$
34,160
Collateralized mortgage obligations
$
15,618
$
15,618
Obligations of states and political subdivisions
$
10,589
$
10,589
Collateralized debt obligations
$
12,760
$
12,760
Loans held for sale
$
5,211
$
5,211
Financial derivatives
$
(1,467)
$
(1,467)
Non-recurring:
Impaired loans
$
8,198
$
8,198
Other real estate owned
$
1,284
$
1,284

Fair Value Measurements
‎at December 31, 2019 Using
Assets/(liabilities)
‎Measured at
‎Fair Value
Quoted
‎Prices in
‎Active Markets
‎for Identical
‎Assets
Significant
‎Other
‎Observable
‎Inputs
Significant
‎Unobservable
‎Inputs
(in thousands)
12/31/19
(Level 1)
(Level 2)
(Level 3)
Recurring:
Investment securities available-for-sale:
U.S. government agencies
$
39,894
$
39,894
Residential mortgage-backed agencies
$
4,900
$
4,900
Commercial mortgage-backed agencies
$
27,764
$
27,764
Collateralized mortgage obligations
$
29,923
$
29,923
Obligations of states and political subdivisions
$
14,470
$
14,470
Collateralized debt obligations
$
14,354
$
14,354
Loans held for sale
$
1,749
$
1,749
Financial derivatives
$
(133)
$
(133)
Non-recurring:
Impaired loans
$
6,995
$
6,995
Other real estate owned
$
2,571
$
2,571

There were 0 transfers of assets between any of the fair value hierarchy for the nine and three month periods ended September 30, ~~2020~~2021 or ~~2019.~~2020.

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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, ~~2020~~2021 and ~~2019:~~2020:


	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)
(in thousands)	Investment Securities 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


	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)
(in thousands)	Investment Securities Available for Sale
Beginning balance July 1, 2020	$	11,952
Total losses realized/unrealized:
Included in other comprehensive income		808
Ending balance September 30, 2020	$	12,760



	~~Fair Value Measurements~~ ‎~~Using Significant Unobservable Inputs~~ ‎~~(Level 3)~~
~~(in thousands)~~	~~Investment Securities~~ ‎~~Available for Sale~~
~~Beginning balance January 1, 2020~~	$	~~14,354~~
~~Total losses realized/unrealized:~~
~~Included in other comprehensive income~~		~~(1,594)~~
~~Ending balance September 30, 2020~~	$	~~12,760~~



	~~Fair Value Measurements~~ ‎~~Using Significant Unobservable Inputs~~ ‎~~(Level 3)~~
~~(in thousands)~~	~~Investment Securities~~ ‎~~Available for Sale~~
~~Beginning balance January 1, 2019~~	$	~~15,277~~
~~Total losses realized/unrealized:~~
~~Included in other comprehensive income~~		~~(1,810)~~
~~Ending balance September 30, 2019~~	$	~~13,467~~



	~~Fair Value Measurements~~ ‎~~Using Significant Unobservable Inputs~~ ‎~~(Level 3)~~
~~(in thousands)~~	~~Investment Securities~~ ‎~~Available for Sale~~
~~Beginning balance July 1, 2020~~	$	~~11,952~~
~~Total gains realized/unrealized:~~
~~Included in other comprehensive income~~		~~808~~
~~Ending balance September 30, 2020~~	$	~~12,760~~



	~~Fair Value Measurements~~ ‎~~Using Significant Unobservable Inputs~~ ‎~~(Level 3)~~
~~(in thousands)~~	~~Investment Securities~~ ‎~~Available for Sale~~
~~Beginning balance July 1, 2019~~	$	~~14,872~~
~~Total losses realized/unrealized:~~
~~Included in other comprehensive loss~~		~~(1,405)~~
~~Ending balance September 30, 2019~~	$	~~13,467~~

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, ~~2020 and 2019.~~2021 or 2020.

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.

Table of Contents

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
					Quoted
					Prices in		Significant
					Active Markets		Other		Significant
					for Identical		Observable		Unobservable
	Carrying		Fair		Assets		Inputs		Inputs
(in thousands)	Amount		Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets:
Cash and due from banks	$	129,062	$	129,062	$	129,062
Interest bearing deposits in banks		5,876		5,876		5,876
Investment securities - AFS		235,564		235,564			$	218,472	$	17,092
Investment securities - HTM		61,979		71,707				42,633		29,074
Restricted bank stock		1,029		N/A
Loans, net		1,143,791		1,135,878						1,135,878
Accrued interest receivable		5,034		5,034				948		4,086
Financial Liabilities:
Deposits - non-maturity		1,270,342		1,270,342				1,270,342
Deposits - time deposits		174,152		175,298				175,298
Financial derivatives		727		727				727
Short-term borrowed funds		72,396		72,396				72,396
Long-term borrowed funds		30,929		30,980				30,980
Accrued interest payable		142		142				142
Off balance sheet financial instruments		—		—		—


	December 31, 2020				Fair Value Measurements
					Quoted
					Prices in		Significant
					Active Markets		Other		Significant
					for Identical		Observable		Unobservable
	Carrying		Fair		Assets		Inputs		Inputs
(in thousands)	Amount		Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets:
Cash and due from banks	$	146,673	$	146,673	$	146,673
Interest bearing deposits in banks		2,759		2,759		2,759
Investment securities - AFS		226,885		226,885			$	213,625	$	13,260
Investment securities - HTM		68,263		77,612				49,442		28,170
Restricted bank stock		4,468		N/A
Loans, net		1,149,596		1,150,186						1,150,186
Accrued interest receivable		6,241		6,241				907		5,334
Financial Liabilities:
Deposits - non-maturity		1,194,140		1,194,140				1,194,140
Deposits - time deposits		228,226		231,241				231,241
Financial derivative		1,320		1,320				1,320
Short-term borrowed funds		49,160		49,160				49,160
Long-term borrowed funds		100,929		104,825				104,825
Accrued interest payable		391		391				391
Off balance sheet financial instruments		—		—		—

September 30, 2020
Fair Value Measurements
Carrying
Fair
Quoted
‎Prices in
‎Active Markets
‎for Identical
‎Assets
Significant
‎Other
‎Observable
‎Inputs
Significant
‎Unobservable
‎Inputs
(in thousands)
Amount
Value
(Level 1)
(Level 2)
(Level 3)
Financial Assets:
Cash and due from banks
$
152,460
$
152,460
$
152,460
Interest bearing deposits in banks
3,146
3,146
3,146
Investment securities - AFS
153,161
153,161
$
140,401
$
12,760
Investment securities - HTM
69,221
76,370
50,332
26,038
Restricted bank stock
4,468
4,468
4,468
Loans, net
1,173,256
1,175,465
1,175,465
Loans held for sale
5,211
5,211
5,211
Accrued interest receivable
6,320
6,320
6,320
Financial Liabilities:
Deposits - non-maturity
1,141,596
1,141,596
1,141,596
Deposits - time deposits
235,688
239,136
239,136
Financial derivatives
1,467
1,467
1,467
Short-term borrowed funds
52,589
52,589
52,589
Long-term borrowed funds
100,929
103,338
103,338
Accrued interest payable
417
417
417

December 31, 2019
Fair Value Measurements
Carrying
Fair
Quoted
‎Prices in
‎Active Markets
‎for Identical
‎Assets
Significant
‎Other
‎Observable
‎Inputs
Significant
‎Unobservable
‎Inputs
(in thousands)
Amount
Value
(Level 1)
(Level 2)
(Level 3)
Financial Assets:
Cash and due from banks
$
48,512
$
48,512
$
48,512
Interest bearing deposits in banks
1,467
1,467
1,467
Investment securities - AFS
131,305
131,305
$
116,951
$
14,354
Investment securities - HTM
93,979
100,656
79,084
21,572
Restricted bank stock
4,415
4,415
4,415
Loans, net
1,038,894
1,037,032
1,037,032
Loans held for sale
1,749
1,749
1,749
Accrued interest receivable
4,116
4,116
4,116
Financial Liabilities:
Deposits - non-maturity
888,141
888,141
888,141
Deposits - time deposits
253,890
256,227
256,227
Financial derivative
133
133
133
Short-term borrowed funds
48,728
48,728
48,728
Long-term borrowed funds
100,929
100,848
100,848
Accrued interest payable
499
499
499

‎

Table of Contents

Note 98 – 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, ~~2019,~~2020, the three months ended March 31, 2021, the three months ended June 30, 2021, and the three months ended September 30, ~~2020:~~2021:


	Investment		Investment
	securities-		securities-		Investment
	with OTTI		all other		securities-		Cash Flow		Pension
(in thousands)	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)
Other comprehensive income/(loss) before reclassifications		(587)		1,291		—		(869)		(3,262)		(625)		(4,052)
Amounts reclassified from accumulated other comprehensive loss		(148)		(463)		584		—		1,049		138		1,160
Balance - December 31, 2020	$	(3,277)	$	(25)	$	(315)	$	(954)	$	(22,630)	$	(1,662)	$	(28,863)
Other comprehensive income/(loss) before reclassifications		266		(5,202)		—		405		(139)		—		(4,670)
Amounts reclassified from accumulated other comprehensive loss		(37)		—		45		—		272		55		335
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)

(in thousands)
Investment
‎securities-
‎with OTTI
‎AFS
Investment
‎securities-
‎all other
‎AFS
Investment
‎securities-
‎HTM
Cash Flow
‎Hedge
Pension
‎Plan
SERP
Total
Accumulated OCL, net:
Balance – January 1, 2019
$
(1,899)
$
(3,601)
$
(1,131)
$
773
$
(18,017)
$
(528)
$
(24,403)
Other comprehensive
‎  income/(loss) before
‎  reclassifications
(497)
2,748
—
(858)
(3,189)
(730)
(2,526)
Amounts reclassified from
‎  accumulated other
‎  comprehensive loss
(146)
—
232
—
789
83
958
Balance – December 31, 2019
$
(2,542)
$
(853)
$
(899)
$
(85)
$
(20,417)
$
(1,175)
$
(25,971)
Other comprehensive
‎  income/(loss) before
‎  reclassifications
(1,188)
1,384
—
(963)
(5,177)
—
(5,944)
Amounts reclassified from
‎  accumulated other
‎  comprehensive loss
(37)
—
53
—
262
34
312
Balance - March 31, 2020
$
(3,767)
$
531
$
(846)
$
(1,048)
$
(25,332)
$
(1,141)
$
(31,603)
Other comprehensive
‎  income/(loss) before
‎  reclassifications
(244)
642
—
(81)
3,137
—
3,454
Amounts reclassified from
‎  accumulated other
‎  comprehensive loss
(37)
(34)
441
—
262
34
666
Balance - June 30, 2020
$
(4,048)
$
1,139
$
(405)
$
(1,129)
$
(21,933)
$
(1,107)
$
(27,483)
Other comprehensive
‎  income/(loss) before
‎  reclassifications
518
(235)
—
72
1,385
—
1,740
Amounts reclassified from
‎  accumulated other
‎  comprehensive loss
(37)
(421)
54
—
262
34
(108)
Balance - September 30, 2020
$
(3,567)
$
483
$
(351)
$
(1,057)
$
(20,286)
$
(1,073)
$
(25,851)

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 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

~~September 30, 2020 and 2019:~~

Table of Contents


	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

Components of Other Comprehensive Income
‎(in thousands)
Before
‎Tax
‎Amount
Tax
‎(Expense)
‎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

Components of Other Comprehensive Income
‎(in thousands)
Before
‎Tax
‎Amount
Tax
‎(Expense)
‎Benefit
Net
For the nine months ended September 30, 2019
Available for sale (AFS) securities with OTTI:
Unrealized holding losses
$
(1,401)
$
380
$
(1,021)
Less: accretable yield recognized in income
149
(39)
110
Net unrealized losses on investments with OTTI
(1,550)
419
(1,131)
Available for sale securities – all other:
Unrealized holding gains
3,957
(1,072)
2,885
Less: gains recognized in income
1
—
1
Net unrealized gains on all other AFS securities
3,956
(1,072)
2,884
Held to maturity securities:
Unrealized holding gains
—
—
—
Less: amortization recognized in income
(243)
65
(178)
Net unrealized gains on HTM securities
243
(65)
178
Cash flow hedges:
Unrealized holding losses
(1,427)
387
(1,040)
Pension Plan:
Unrealized net actuarial gain
3,250
(881)
2,369
Less: amortization of unrecognized loss
(807)
219
(588)
Net pension plan liability adjustment
4,057
(1,100)
2,957
SERP:
Unrealized net actuarial loss
—
—
—
Less: amortization of unrecognized loss
(87)
23
(64)
Less: amortization of prior service costs
2
—
2
Net SERP liability adjustment
85
(23)
62
Other comprehensive income
$
5,364
$
(1,454)
$
3,910

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

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 gains 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 losses on all other AFS securities
(896)
240
(656)
Held to maturity securities:
Unrealized holding gains
—
—
—
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:
Unrealized net actuarial loss
—
—
—
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

Components of Other Comprehensive Loss
‎(in thousands)
Before
‎Tax
‎Amount
Tax
‎(Expense)
‎Benefit
Net
For the three months ended September 30, 2019
Available for sale (AFS) securities with OTTI:
Unrealized holding losses
$
(1,126)
$
306
$
(820)
Less: accretable yield recognized in income
50
(13)
37
Net unrealized losses on investments with OTTI
(1,176)
319
(857)
Available for sale securities – all other:
Unrealized holding gains
552
(149)
403
Less: gains recognized in income
1
—
1
Net unrealized gains on all other AFS securities
551
(149)
402
Held to maturity securities:
Unrealized holding gains
—
—
—
Less: amortization recognized in income
(82)
22
(60)
Net unrealized gains on HTM securities
82
(22)
60
Cash flow hedges:
Unrealized holding losses
(329)
90
(239)
Pension Plan:
Unrealized net actuarial loss
(103)
28
(75)
Less: amortization of unrecognized loss
(269)
73
(196)
Net pension plan liability adjustment
166
(45)
121
SERP:
Less: amortization of unrecognized loss
(29)
8
(21)
Less: amortization of prior service costs
1
—
1
Net SERP liability adjustment
28
(8)
20
Other comprehensive loss
$
(678)
$
185
$
(493)

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, ~~2020~~2021 and ~~2019:~~2020:


Amounts Reclassified from	Nine 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	$	151	$	151	Interest income on taxable investment securities
Taxes		(40)		(40)	Provision for income tax expense
	$	111	$	111	Net of tax
Net unrealized gains on available for sale investment securities - all others:
Gains recognized	$	154	$	622	Net gains
Taxes		(41)		(167)	Provision for income tax expense
	$	113	$	455	Net of tax
Net unrealized losses on held to maturity securities:
Amortization	$	(96)	$	(809)	Interest income on taxable investment securities
(Losses)/gains recognized		(54)		60	Net gains
Taxes		40		201	Provision for income tax expense
	$	(110)	$	(548)	Net of tax
Net pension plan liability adjustment:
Amortization of unrecognized loss	$	(1,116)	$	(1,074)	Other Expense
Taxes		299		288	Provision for income tax expense
	$	(817)	$	(786)	Net of tax
Net SERP liability adjustment:
Amortization of unrecognized loss	$	(226)	$	(141)	Other Expense
Amortization of prior service costs		1		2	Salaries and employee benefits
Taxes		60		37	Provision for income tax expense
	$	(165)	$	(102)	Net of tax
Total reclassifications for the period	$	(868)	$	(870)	Net of tax

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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

Amounts Reclassified from
Nine Months Ended
Accumulated Other Comprehensive Loss
September 30,
Affected Line Item in the Statement
(in thousands)
2020
2019
Where Net Income is Presented
Net unrealized gains on available for sale investment securities with OTTI:
Accretable yield
151
149
Interest income on taxable investment securities
Taxes
(40)
(39)
Provision for income tax expense
$
111
$
110
Net of tax
Net unrealized gains on available for sale investment securities - all others:
Gains on sales
$
622
$
1
Net gains
Taxes
(167)
—
Provision for income tax expense
$
455
$
1
Net of tax
Net unrealized losses on held to maturity securities:
Amortization
$
(809)
$
(243)
Interest income on taxable investment securities
Gains on calls
60
—
Net gains
Taxes
201
65
Provision for income tax expense
$
(548)
$
(178)
Net of tax
Net pension plan liability adjustment:
Amortization of unrecognized loss
$
(1,074)
$
(807)
Other Expense
Taxes
288
219
Provision for income tax expense
$
(786)
$
(588)
Net of tax
Net SERP liability adjustment:
Amortization of unrecognized loss
$
(141)
$
(87)
Other Expense
Amortization of prior service costs
2
2
Salaries and employee benefits
Taxes
37
23
Provision for income tax expense
$
(102)
$
(62)
Net of tax
Total reclassifications for the period
$
(870)
$
(717)
Net of tax

Amounts Reclassified from
Three Months Ended
Accumulated Other Comprehensive Loss
September 30,
Affected Line Item in the Statement
(in thousands)
2020
2019
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 on sales
$
575
$
1
Net gains
Taxes
(154)
—
Provision for income tax expense
$
421
$
1
Net of tax
Net unrealized losses on held to maturity securities:
Amortization
$
(74)
$
(82)
Interest income on taxable investment securities
Taxes
20
22
Provision for income tax expense
$
(54)
$
(60)
Net of tax
Net pension plan liability adjustment:
Amortization of unrecognized loss
$
(358)
$
(269)
Other expense
Taxes
96
73
Provision for income tax expense
$
(262)
$
(196)
Net of tax
Net SERP liability adjustment:
Amortization of unrecognized loss
$
(47)
$
(29)
Other expense
Amortization of prior service costs
1
1
Salaries and employee benefits
Taxes
12
8
Provision for income tax expense
$
(34)
$
(20)
Net of tax
Total reclassifications for the period
$
108
$
(238)
Net of tax

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~~Note 10 – Borrowed Funds~~

~~The following is a summary of short-term borrowings with original maturities of less than one year:~~

(Dollars in thousands)
Nine Months
‎Ended
‎September 30, 2020
Year Ended
‎December 31, 2019
Securities sold under agreements to repurchase:
Outstanding at end of period
$
52,589
$
48,728
Weighted average interest rate at end of period
0.18%
0.23%
Maximum amount outstanding as of any month end
$
52,589
$
50,345
Average amount outstanding
$
43,895
$
39,778
Approximate weighted average rate during the period
0.21%
0.28%

At September 30, 2020, the repurchase agreements were secured by $75.8 million in investment securities issued by government related agencies. A minimum of 102% of fair value is pledged against account balances.

~~At September 30, 2020, the long-term advances from the Federal Home Loan Bank of Atlanta (“FHLB”) were secured by $209.0 million in loans.~~

Note 119 – 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
Pension Plan	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Service cost	$	117	$	169	$	39	$	57
Interest cost		1,066		1,219		355		406
Expected return on assets		(2,677)		(2,661)		(892)		(887)
Amortization of net actuarial loss		1,116		1,074		372		358
Net pension credit included in employee benefits and other expense	$	(378)	$	(199)	$	(126)	$	(66)


	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

Pension Plan
Nine Months Ended
Three Months Ended
September 30,
September 30,
(in thousands)
2020
2019
2020
2019
Service cost
$
169
$
199
$
57
$
66
Interest cost
1,219
1,311
406
437
Expected return on assets
(2,661)
(2,292)
(887)
(764)
Amortization of net actuarial loss
1,074
807
358
269
Net pension (credit)/expense included in employee benefits
‎ and other expense
$
(199)
$
25
$
(66)
$
8

Defined Benefit SERP
Nine Months Ended
Three Months Ended
September 30,
September 30,
(in thousands)
2020
2019
2020
2019
Service cost
$
93
$
71
$
31
$
24
Interest cost
201
247
67
82
Amortization of recognized loss
141
87
47
29
Amortization of prior service cost
(2)
(2)
(1)
(1)
Net Defined Benefit SERP expense included in
‎ employee benefits and other expense
$
433
$
403
$
144
$
134

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 ~~Corporation’s~~ Pension Plan and the Defined Benefit ~~SERP plans.~~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.

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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. ANaN contributions were made to the Pension Plan during the first nine months of 2021 and a contribution of $1.0 million was made ~~to the Pension Plan~~ during the first nine months of 2020. 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 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 ~~2018,~~2019, the Board approved discretionary contributions to four participants totaling ~~$119,252.~~$123,179. The contributions ~~vested~~had a two year vesting period that ended on December 31, ~~2019.~~2020. In January ~~2019,~~2020, the Board of Directors of First United Corporation approved discretionary contributions to ~~four~~4 participants totaling ~~$123,179.~~$126,058. The Corporation recorded ~~$36,020 and $44,719~~$47,271 of related compensation expense for the first nine months of ~~2020~~2021 and ~~2019, respectively,~~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 ~~$12,007 and $14,906~~$37,971 of related compensation expense for the third quarters of 2020 and 2019, respectively, related to these contributions. In January 2020, the Board approved discretionary contributions to four participants totaling $126,058. The Corporation recorded $47,272 of related compensation for the first nine months of ~~2020~~2021 and ~~$15,757~~$12,657 for the third quarter of ~~2020~~2021 related to these contributions. Each ~~of the above annual contributions~~discretionary contribution has a two year vesting period.

Note 1210 - 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).

~~Stock based awards were made to non employee directors in June 2020 pursuant~~Pursuant to First United Corporation’s director compensation ~~policy. Each~~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, a total of 13,160 fully vested shares of common stock were issued to 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 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

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for the nine months ended September 30, 2021 and $158,795 for the nine months ended September 30, ~~2020 and $200,594~~2020. Director stock compensation expense was $58,857 for the ~~nine~~three months ended September 30, ~~2019. Director stock compensation expense was~~2021 and $52,114 for the three months ended September 30, ~~2020 and $66,893 for the three months ended September 30, 2019.~~2020.

Restricted Stock Units

On March 26, 2020, pursuant to the ~~recently adopted~~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") ~~of the Corporation~~ granted ~~restricted stock units (“RSU”)~~RSUs to the ~~Corporation's~~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 ~~the~~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~~three year performance period ending December 31, 2021, (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~~three year period beginning on March 26, 2021. ~~Under~~Target performance levels were set based on the annual budget which supports the Corporation’s long-term objective of achieving high performance ~~vesting RSUs,~~as compared to peers. Threshold performance is the ~~officers will receive 50%~~minimum level of acceptable performance as defined by the ~~target number of shares if at least one~~Committee and maximum performance represented a level potentially achievable under ideal circumstances. Achievement of the threshold performance ~~levels is met, 100%~~level would result in each executive participant earning a payout at 50% of ~~the~~his or her respective target ~~number of shares if at least one~~award opportunity. Achievement of the target performance ~~levels is met,~~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 ~~number of shares if at least one of the maximum~~opportunity. Actual results for any goal that falls between performance levels ~~is met. Actual vesting amounts will~~would be ~~pro-rated between threshold and target levels and target and maximum levels~~interpolated to ~~reward incremental improvement.~~calculate a proportionate award. For the performance period ending December 31, 2021, the ~~RSUs'~~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 and maximum 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 aan 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 relating to ~~25,004~~19,934 performance vesting shares ~~of common stock~~and 5,070 time vesting shares (target level) were granted, which had a grant date fair market value of $12.54 per share of common stock underlying each RSU. 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 the first nine months of 2021 and 2020, respectively. Stock compensation expense was $26,127 and $31,243 for the ~~third quarter~~three month periods ended September 30, 2021 and 2020. Unrecognized compensation expense at September 30, 2021 related to unvested RSUs was $110,173.

In May 2021, RSUs relating to 7,389 performance vesting shares and 3,693 time vesting shares (target level) were granted, which had a grant date fair market value of ~~2020. Compensation~~$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. Unrecognized compensation expense as of September 30, 2021 related to unvested units was ~~$219,797.~~$171,235.

Note 1311 – Derivative Financial Instruments

As a part of managing interest rate risk, the Bank entered into interest rate swap agreements to modify the re-pricing characteristics of certain interest-bearing liabilities. The Corporation has designated these 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.

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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 ~~include~~included a three year $5.0 million contract that matured on September 17, 2019, a five year $5.0 million contract that ~~matures~~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 ~~$(1.5)~~$(727) thousand and $(1.3) million ~~and $(133) thousand~~ at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

For the nine months ended September 30, ~~2020,~~2021, the Corporation recorded ~~a decrease~~an increase in the value of the derivatives of ~~$1.3 million~~$594 thousand and the related deferred tax of ~~$363~~$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 ~~nine~~six months ended September 30, ~~2020.~~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, ~~2020.~~2021.

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, ~~2020~~2021 and ~~2019.~~2020.


Derivative in Cash Flow Hedging Relationships
					Amount of gain or
					(loss) recognized in
			Amount of gain or		income or derivative
	Amount of gain or		(loss) reclassified from		(ineffective portion
	(loss) recognized in		accumulated OCI into		and amount excluded
	OCI on derivative		income (effective		from effectiveness
(in thousands)	(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	$	79	$	—	$	—
September 30, 2020		72		—		—

Notes:

(a)

Reported as interest expense

(b)

Reported as other income

Note 12 – Revenue Recognition

ASC Topic 606- Revenue from Contracts with Customers, does not apply to revenue associated with financial instruments, including revenue from loans and securities. ASC Topic 606 does apply 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 of ASC Topic 606 are discussed below.

Wealth Management

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

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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

Fees, exchange, and other service charges are primarily comprised of debit and credit card income, ATM fees, merchant services income, 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 cardholder uses a non-Corporation ATM or a non-Corporation cardholder uses a Corporation ATM. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. Other service 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. 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 and September 30, 2020:


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



~~Derivative in Cash Flow Hedging Relationships~~
~~(in thousands)~~	~~Amount of gain or (loss) recognized in OCI on derivative (effective portion)~~		~~Amount of gain or (loss) reclassified from accumulated OCI into income (effective portion) (a)~~		~~Amount of gain or (loss) recognized in income or derivative (ineffective portion and amount excluded from effectiveness testing) (b)~~
~~Interest rate contracts:~~
~~Nine months ended:~~
~~September 30, 2020~~	$	~~(972)~~	$	—	$	—
~~September 30, 2019~~		~~(1,040)~~		—		—
~~Three months ended:~~
~~September 30, 2020~~	$	72	$	—	$	—
~~September 30, 2019~~		~~(239)~~		—		—

~~Notes:~~

~~(a) Reported as interest expense~~

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Note 13 – Regulatory Capital Requirements

The following table presents our capital ratios for the nine months ended September 30, 2021.

~~(b) Reported~~


	September 30, 2021		December 31, 2020		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	%
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	%
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	%
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	%

As of September 30, 2021, the Bank and the Corporation were 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 ~~other income~~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 1312 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 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, ~~2020~~2021 and December 31, ~~2019.~~2020.


					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)	$	—	$	—

Gross Amounts
‎Not Offset in the
‎Statement of Condition
(in thousands)
Gross
‎Amounts of
‎Recognized
‎(Assets)/
‎Liabilities
Gross
‎Amounts
‎Offset in the
‎Statement of
‎Condition
Net Amounts
‎of (Assets)/
‎Liabilities
‎Presented in
‎the Statement
‎of Condition
Financial
‎Instruments
Cash
‎Collateral
‎Pledged
Net
‎Amount
September 30, 2020
Interest Rate Swap Agreements
$
1,467
$
—
$
1,467
$
(1,467)
$
2,000
$
—
Repurchase Agreements
$
52,589
$
—
$
52,589
$
(52,589)
$
—
$
—
December 31, 2019
Interest Rate Swap Agreements
$
133
$
—
$
133
$
(133)
$
—
$
—
Repurchase Agreements
$
48,728
$
—
$
48,728
$
(48,728)
$
—
$
—

~~Note 15 - Goodwill~~

~~Accounting Standards Codification (“ASC”) Topic 350,~~ ~~Intangibles – Goodwill and Other~~ ~~provides guidance with respect to goodwill. Under this guidance, g~~oodwill is not amortized but shall be tested at least annually for impairment at a level of accounting referred to as a reporting unit. The Corporation is considered the sole reporting unit. Goodwill of a reporting unit shall be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Impairment of goodwill is the condition that exists when the carrying amount of a reporting unit that includes goodwill exceeds its fair value. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit.

An entity may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If, after assessing the totality of events or circumstances qualitatively, an entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the entity shall perform a quantitative goodwill impairment test. However, if, after assessing the totality of events or circumstances qualitatively, an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary.

~~Management notes that t~~he emergence of COVID-19 as a global pandemic during the first nine months of 2020 has resulted in significant deterioration in general economic conditions and has caused a deterioration in the environment in which the Corporation operates. This uncertainty has resulted in a significant decreases in the market prices for the stock of institutions in the financial services industry, including the Corporation. Based on the totality of the circumstances and the impact of the economic conditions on the stock price, the events more likely than not reduce the fair value of a reporting unit below its carrying amount, including goodwill. As such, a quantitative analysis of the fair value of the Corporation as of September 30, 2020 was performed.

We utilized an independent third party in our analysis which considered both income and market approaches. The income approach used a discounted cash flow analysis based on a five-year forecast of results, including potential cost synergies a buyer would consider. The market approaches took into account the fair value of comparable companies (public guideline companies) as well as the Corporation’s current stock price adjusted for a control premium. We assigned weightings of 50% to the income approach, 40% to the public guideline companies’ result and 10% to the Corporation’s stock price with control premium result. The results indicated the Corporation’s fair value exceeded its carrying value by approximately 3% and 0 impairment was recognized.

The assumptions used in the impairment test of goodwill are susceptible to change based on changes in economic conditions and other factors, including our stock price. Any change in the assumptions which we utilize to determine the carrying value of goodwill could adversely impact our results of operations.

Note 1615 – Adoption of New Accounting Standards and Effects of New Accounting Pronouncements

In June 2016, the 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.

~~In August 2018,~~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 ~~FASB issued~~CECL model to follow. The Corporation is currently evaluating the provisions of ASU ~~2018-13,~~ ~~“Fair Value Measurement (Topic 820)”~~ - ~~Changes~~No. 2016-13 to determine the ~~Disclosure Requirements for Fair Value Measurement. This ASU modifies~~potential impact the ~~disclosure requirements~~new standard will have on ~~fair value measurements by requiring that Level 3 fair value disclosures include~~ the range and weighted average of significant unobservable inputs used to develop those fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 became effective for the Corporation on January 1, 2020 and did not have a significant impact on its 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.

‎

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

INTRODUCTION

~~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, ~~2019.~~2020.

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~~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~~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, ~~2019~~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 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.

~~(Trust I and Trust II, the “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, ~~2020,~~2021, the Corporation’s total assets were $1.7 billion, net loans were ~~$1.2~~$1.1 billion, and deposits were $1.4 billion. Shareholders’ equity at September 30, ~~2020~~2021 was ~~$130.2~~$133.8 million.

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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

~~ESTIMATES AND CRITICAL ACCOUNTING POLICIES~~

~~This discussion~~The COVID-19 pandemic has adversely impacted our business and ~~analysis~~financial results and that of many of our ~~financial condition~~customers, and ~~results~~the ultimate impact will depend on future developments, which are highly uncertain, cannot be predicted, and are largely outside of ~~operations is based upon~~ our ~~consolidated financial~~ ~~statements, which have been prepared in accordance with accounting principles generally accepted in~~control, including the ~~United States of America. The preparation of these financial statements requires management to make estimates~~scope and ~~judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. (See Note 1~~duration of the ~~Notes to Consolidated Financial Statements included~~pandemic and actions taken by governmental authorities in Item 8 of Part II of First United Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019). On an on-going basis, management evaluates estimates, including those related to loan losses and potential impairment of goodwill, other-than-temporary impairment (“OTTI”) of investment securities, income taxes, fair value of investments and pension plan assumptions. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under ~~the~~ circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.

~~Management does not believe that any material changes in our critical accounting policies have occurred since December 31, 2019.~~

~~Allowance for Loan Losses~~

~~One of our most important accounting policies is that related~~response to the ~~monitoring of the loan portfolio. A variety of estimates impact~~ the carrying value of the loan portfolio, including the calculation of the allowance for loan losses (the “ALL”), the valuation of underlying collateral, the timing of loan charge-offs and the placement of loans on non-accrual status.pandemic. The ~~ALL is established and maintained at a level that~~ ~~management~~ believes is adequate to cover losses resulting from the inability of borrowers to make required payment on loans. Estimates for loan losses are arrived at by analyzing risks associated with specific loans and the loan portfolio, current and historical trends in delinquencies and charge-offs, and changes in the size and composition of the loan portfolio. The analysis also requires consideration of the economic climate and outlook, including the economic conditions specific to Western Maryland and Northeastern West Virginia, changes in lending rates, political conditions, and legislation impacting the banking industry. Because the calculation of the ALL relies on management’s estimates and judgments relating to inherently uncertain events, actual results may differ from management’s estimates.

~~Goodwill~~

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles - Goodwill and Other, provides guidance on the accounting and reporting of goodwill subsequent to its acquisition. The $11.0 million recorded as goodwill at September 30, 2020 is primarily relatedCOVID-19 pandemic has created extensive disruptions to the ~~2003 acquisition of certain branches.~~

Goodwill is not amortized but shall be tested at least annually for impairment at a level of accounting referred to as a reporting unit. The Corporation is considered the sole reporting unit. Goodwill of a reporting unit shall be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Impairment of goodwill is the condition that exists when the carrying amount of a reporting unit that includes goodwill exceeds its fair value. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. An entity may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If, after assessing the totality of events or circumstances qualitatively, an entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the entity shall perform the quantitative goodwill impairment test. However, if, after assessing the totality of events or circumstances qualitatively, an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary.

~~The Corporation performs its annual goodwill assessment each December. However, management notes that the emergence of COVID-19 as a~~ global ~~pandemic during the first nine months of 2020 has resulted in significant deterioration in the general economic conditions~~ and has caused a deterioration in the environment in which the Corporation operates. The reduction in interest rates and the resultant impact to margin, the impact of full and partial closures on business clients leading to loss of jobs for consumers and reduced cash flow for businesses, the execution of Paycheck Protection Program (“PPP”) loans and modifications, and the inflow of deposits as customers flock to safety are all signs indicative of the economic and industry stress. While the Corporation’s core income has remained strong year to date due to PPP fees, mortgage banking and steady net interest income, the provision expense has increased as the risk inherent in the loan portfolio has been recognized through changing qualitative factors. The full impact to earnings in the banking industryU.S. economies and to the ~~Corporation specifically, remains uncertain as there~~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 ~~been a multitude~~disrupted global economic activity, adversely affected the functioning of ~~government plans implemented during~~financial markets, impacted market interest rates, increased economic and market uncertainty, and disrupted trade and supply chains.

Congress, the ~~second quarter of 2020 aimed at providing financial assistance~~President, and the FRB have taken several actions designed to businesses. However, the stock price for the Corporation has been negatively impacted, as has been the case with stock prices of the Corporation’s peers. Based on the totality of the circumstances and

~~the impact of~~cushion the economic ~~conditions on~~fallout. Most notably, the stock price, management concluded that it is more likely than not that the fair value of a reporting unit is less than its carrying amount and engaged an independent third party to perform the quantitative analysis of comparing the fair value of the Corporation to its carrying value, including goodwill.

The quantitative assessment of goodwill was performed utilizing a discounted cash flow analysis (“income approach”) and estimates of selected market information (“market approach”). The income approach measures the fair value of an interest in a business by discounting expected future cash flows to present value. One market approach takes into consideration the fair values of comparable companies operating in similar lines of business that are potentially subject to similar economic and environmental factors and could be considered reasonable investment alternatives. The second market approach considered the Corporation’s current stock price adjusted for a control premium. The results of the income approach were weighted at 50% while the results of the market approaches were weighted 40% and 10%, respectively. The results of the quantitative impairment analysis indicated that the Corporation’s fair value exceeded the carrying value by approximately 3%.

~~Accounting for Income Taxes~~

~~We account for income taxes in accordance with ASC Topic 740,~~ ~~Income Taxes~~. Under this guidance, deferred taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates that will apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Increases or decreases in the value of deferred tax assets and liabilities due to a change in tax rates are recognized as income or expense, respectively, in the period that includes the date on which the change becomes effective.

Management regularly reviews the carrying amount of the Corporation’s net deferred tax assets to determine if the establishment of a valuation allowance is necessary. If management determines, based on the available evidence, that it is more likely than not that all or a portion of our net deferred tax assets will not be realized in future periods, then a deferred tax valuation allowance will be established. Consideration is given to various positive and negative factors that could affect the realization of the deferred tax assets. In evaluating this available evidence, management considers, among other things, historical performance, expectations of future earnings, the ability to carry back losses to recoup taxes previously paid, length of statutory carry forward periods, experience with utilization of operating loss and tax credit carry forwards not expiring, tax planning strategies and timing of reversals of temporary differences. Significant judgment is required in assessing future earnings trends and the timing of reversals of temporary differences. Management’s evaluation is based on current tax laws as well as management’s expectations of future performance.

Management expects that our adherence to the required accounting guidance may result in increased volatility in quarterly and annual effective income tax rates because of changes in judgment or measurement including changes in actual and forecasted income before taxes, tax laws and regulations, and tax planning strategies.

~~Other-Than-Temporary Impairment of Investment Securities~~

~~Management systematically evaluates securities for impairment on a quarterly basis. Based upon application of accounting guidance for subsequent measurement in ASC Topic 320,~~ ~~Investments – Debt and EquitySecurities~~ ~~(Section 320-10-35),~~ management assesses whether (a) the Corporation has the intent to sell a security being evaluated and (b) it is more likely than not that the Corporation will be required to sell the security prior to the anticipated recovery of any decline in fair value. If neither applies, then any decline in the fair value below the security’s cost that is considered an other-than-temporary decline is 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, which are recognized in other comprehensive loss. In estimating OTTI losses, 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 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 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). This process is described more fully in the Investment Securities section of the Financial Condition section located elsewhere in this MD&A.~~

~~Fair Value of Investments~~

~~We have determined the fair value of our investment securities in accordance with the requirements 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 measures the fair market values of its investments based on the fair value hierarchy established in Topic 820. The determination of fair value of investments and other assets is discussed further in Note 8 to the consolidated financial statements presented elsewhere in this report.

~~Pension Plan Assumptions~~

~~Our pension plan costs are calculated using actuarial concepts, as discussed within the requirements of ASC Topic 715,~~ ~~Compensation – Retirement Benefits.~~ Pension expense and the determination of our projected pension liability are based upon two critical assumptions: (a) the discount rate; and (b) the expected return on plan assets. We evaluate each of these critical assumptions annually. Other assumptions impact the determination of pension expense and the projected liability including the primary employee demographics, such as retirement patterns, employee turnover, mortality rates, and estimated employer compensation increases. These factors, along with the critical assumptions, are carefully reviewed by management each year in consultation with our pension plan consultants and actuaries. Further information about our pension plan assumptions, the plan’s funded status, and other plan information is included in Note 11 to the consolidated financial statements presented elsewhere in this report.

~~Response to COVID-19~~

~~Protecting the health, safety, and financial well-being of our associates and customers was and continues to be our goal as we quickly adapted to COVID-19.~~

~~The following actions were implemented from our well-designed and tested Business Continuity Plan:~~

~~Notified our shareholders and customers in early March as to our enhanced measures to protect our associates and customers~~

~~Suspended all business travel, reduced all face to face meetings with outside vendors and customers, and requested all associates postpone personal travel outside of their market areas~~

o~~Implemented self-quarantine measures for associates who travel outside the market areas~~

~~Implemented plans in mid-March for all eligible associates to work remotely via our Virtual Private Network (“VPN”); utilized Skype and Microsoft teams for internal communication~~

o~~Continue to have approximately 80% of the workforce working remotely~~

~~Implemented a Pandemic Pay Policy for associates who are unable to work for COVID-19 related reasons, including those who need to care for family members and school children~~

~~Increased cleaning and disinfecting services in all physical locations~~

~~On March 19, communicated the closure of our branch lobbies and promoted the use of drive up facilities as well as our robust digital banking platform~~

~~During the month of October, we reopened our community office lobbies while maintaining proper safety controls.~~

~~Regular and up-to-date communication:~~

o~~Weekly COVID-19 update calls with internal Pandemic Team~~

o~~Weekly emails to all associates with international, national and state specific updates~~

o~~Weekly Teams meetings with all associates to ensure continued interaction for those associates still working remotely~~

o~~Regularly updated website with helpful links to keep our customers well-informed at www.mybank.com~~

~~Relieved the financial pressure for customers:~~

o~~Waived certificates of deposit early withdrawal penalties and overdraft fees, on a case by case basis, for non-sufficient funds~~

o~~Temporarily waived positive pay/Treasury Management fees for new customer signup for fraud prevention~~

o~~Implemented loan modifications and deferral programs for eligible consumer and commercial loan customers experiencing hardships;~~ ~~See Note 2 for more details~~

o~~Temporarily suspended repossession and foreclosure activity~~

o~~Continued frequent communication with associates and borrowers, keeping them apprised of changing regulations regarding PPP loan forgiveness~~

~~Paycheck Protection Program~~

~~The U.S. Government’s~~ 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”~~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”) ~~established~~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 (“~~SBA”~~TDRs”) ~~Paycheck Protection Program (“PPP”~~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 ~~provides small businesses~~was enacted on March 30, 2021, extended the PPP application deadline to May 31, 2021 and provided the SBA with ~~resources~~additional time to ~~maintain payroll, hire back~~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.

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 ~~who may~~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.

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.

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Of the 2,046 PPP loans originated by the Corporation since the PPP’s inception, 1,675 loans, totaling $184.9 million, have been ~~laid off,~~forgiven through the end of third quarter 2021, representing 86% of the number of loans originated and ~~to cover applicable overhead expenses. We acted expeditiously to prepare our~~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.

associates so they could guide our customers on the proper procedures necessary to enable them to take advantage of this program. We developed an SBA PPP specific information site within our website that provided detailed information, links and materials for eligible customers to access. Internally, we reallocated resources to review, process and data enter customer applications, working tirelessly over extended hours to provide access to as many local business owners as possible. As of ~~September 30, 2020, we have funded 1,174~~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, ~~applications for approximately $148.9~~with an aggregate balance of $9.9 million. These loans are ~~100% guaranteed by~~scheduled to return to contractual payment terms within the SBA, have up to a two or five year maturity, provide for a nine month deferral period, and have an interest rate of 1%. These loans may be forgiven, in whole or in part, by the SBA if the borrower meets certain conditions, including by using at least 60% of the loan proceeds for payroll costs. The SBA also established processing fees from 1% to 5%, depending on the loan amount. We anticipate recognizing approximately $3.5 million in deferred loan fees.next quarter.

In April 2020, the Bank established eligibility to participate in the Paycheck Protection Program Liquidity Facility (“PPPLF”) which was established by Congress and administered by the Federal Reserve Bank. This facility uses the SBA guaranteed PPP loans as collateral, offering 100% collateral coverage with no recourse to the Bank. The Bank’s board of directors and management team believe that it is prudent to maintain our existing liquidity facilities available for our contingency funding plan given the current economic conditions. The majority of the PPP loan disbursements have been to internal, non-interest-bearing accounts awaiting use by borrowers. As a result, we have not yet accessed the PPPLF, but are prepared to utilize the fund if and when management determines the timing is appropriate.

During the third quarter of 2020, the Bank implemented forgiveness processes to assist our borrowers with applications. Communication with the associates and borrowers was a focus as we helped them through this process. As of October 26, 2020, 51 loans, or 4.4%, of total PPP loans, have been approved by SBA, 123 loans, or 10.5%, of total PPP loans, have been submitted and pending SBA validation, and an additional 76 loans, or 6.5% of total PPP loans, are under review at the Bank.

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, ~~2020,~~2021, the Corporation had approximately ~~$145.0~~$130.0 million in unsecured lines of credit with its correspondent banks, ~~$1.1~~$1.0 million with the Federal Reserve Discount Window, and approximately ~~$137.5~~$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.

~~As noted above, the~~The Corporation iswas eligible to access the ~~PPPLF when it is deemed appropriate.~~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

~~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 month periods ended September 30, ~~2020~~2021 and ~~2019~~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 or for the nine months ended
September 30,
2020
2019
Per Share Data
Basic net income per common share
$
1.32
$
1.44
Diluted net income per common share
$
1.32
$
1.44
Basic book value per common share
$
18.63
$
18.20
Diluted book value per common share
$
18.62
$
18.20
Significant Ratios
Return on Average Assets (a)
0.79%
0.97%
Return on Average Equity (a)
9.87%
10.96%
Average Equity to Average Assets
10.61%
8.82%

Note: ^(a)Annualized

~~Note:~~ ^(a) ~~Annualized~~

RESULTS OF OPERATIONS

Overview

~~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 million for the nine months ended September 30, ~~2020 compared to $10.2 million for the nine months ended September 30, 2019.~~2020. Basic and diluted net income per share for the first nine months of ~~2020~~2021 were both ~~$1.32,~~$1.81, a 37.1% increase when compared to basic and diluted net income per share of ~~$1.44~~$1.32 for the same period of ~~2019, an 8.3% decrease.~~ 2020.

The ~~decrease~~increase in earnings for the first nine months of 2021 was ~~primarily due~~attributable to ~~an increase in the provision for loan losses of $4.3 million, offset by~~ an increase in net interest income of ~~$2.0~~$2.2 million, reduced provision expense of $4.9 million and an increase ~~of $0.7 million~~ in other operating income, including gains on sales of mortgage loans and ~~a decrease~~securities’ of $1.3 million. These changes were partially offset by an increase in other operating expenses of ~~$0.7~~$4.0 million, inclusive of the $3.3 million in litigation settlement expenses and the $2.4 million FHLB prepayment penalty.

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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 as 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 ~~for~~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 ~~health crisis and its impact on our borrowers.~~ ~~Of the $5.0~~pandemic. Net recoveries of $0.4 million expense for the first nine months, $4.4 million was related to qualitative factor adjustments and $0.6 million was related to loan growth and the change in mix at higher reserve factors. The net interest margin, on a FTE basis, declinedwere recorded for the nine months ended September 30, ~~2020 to 3.43%~~2021, compared to ~~3.67%~~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, ~~2019.~~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 provision~~Consolidated net income was $4.4 million for ~~loan losses was~~the third quarter of 2021 compared to $5.0 million for the ~~nine month period ended September 30, 2020~~third quarter of 2020. Basic and ~~$0.7 million~~diluted net income per share for the ~~nine month period ended September 30, 2019. The increase in provision expense~~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 ~~first nine months~~third quarter of ~~2020~~2020. The decline in earnings in the third quarter of 2021 was due to an increase in net interest income, a credit to provision expense, and increased wealth management income, offset by increased non-interest expenses, including the ~~uncertainty~~prepayment penalty of ~~the economic environment related to the COVID-19 health crisis. Of the $5.0~~$2.4 million expense for the nine months ended September 30, 2020, $4.4 million is related to qualitative factor adjustments and $0.6 million is related to loan growth and a change in mix of loans at higher reserve factors.on FHLB borrowings.

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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 ~~$62.8 million.~~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 ~~nine months ended September 30, 2020~~third quarter of 2021 was ~~3.43%~~3.38%, compared to ~~3.67%~~3.12% for the ~~nine months ended September 30, 2019. The impact~~third quarter of 2020. Excluding the average ~~balances~~balance of PPP loans of ~~approximately $91.0~~$48.5 million ~~offset by the $1.5 million of~~and interest and fees ~~related to these loans, had a negative impact on~~of $1.4 million, the margin of approximately 9 basis points. The margin was also negatively impacted by the 2.25% drop in the Fed Funds rate since August of 2019, which resulted in loan production and loans repricing at lower rates. The foregoing factors resulted in a decrease of approximately 16 basis points in the loan yield when compared to the nine months ended September 30, 2019.

~~Comparing the nine months ended September 30, 2020 to the same period of 2019, the increase in~~net interest income was due to a $2.0 million increase in interest and fees on loans. Excess cash balances attributable to deposit growth were invested at the lower Fed Funds rate, which negatively impacted interest incomemargin for the ~~nine months ended September 30, 2020. The increase in interest and fees on loans~~third quarter of 2021 was due primarily to an increase in average balances of $136.6 million, primarily driven by the PPP loans but offset by the declining yield. The rate earned on the loan portfolio decreased by 37 basis points as a result of the significant decline in the rate environment over the past year and the high volume of PPP loans at the low 1.00% interest rate as noted above. Additionally, the average balance of the investment portfolio decreased by $9.3 million due primarily to calls and sales of securities. The rate earned on investments decreased by 26 basis points due to the calls as well as the reduced rate on the adjustable rate trust preferred collateralized debt obligations (“CDO”) portfolio.

3.12%.

Interest expense on our interest-bearing liabilities decreased $1.1 million during the nine months ended September 30, 2020 when compared to 2019 due to continued rate reductions on our deposit products in response to the declining rate environment, particularly our money market products. The average balance of money market accounts increased $51.1 million during the first nine months of 2020 when compared to the same period of 2019, while the rate on these accounts decreased by 34 basis points. We continue to monitor the rate environment in our markets and have been able to proactively reduce rates on our deposit products to mitigate the reduced interest income on our loan portfolio. Average growth of $93.9 million in our non-interest bearing accounts benefited our overall cost of deposits. Deposit growth was attributable to PPP funding and organic deposit growth in low cost core deposits with existing customers as well as new relationship customers through the first nine months of 2020.

Other operating income, including gains, increased $0.7 million for the nine months ended September 30, 2020 when compared to 2019. The increase was primarily attributable to the $1.8 million increase in net gains offset by a $1.0 million decline in Bank Owned Life Insurance (“BOLI”) income due to the receipt of $1.1 million death benefits in the third quarter of 2019. Service charge income, primarily NSF income, decreased as the consumer and business overdraft activity decreased in the first nine months quarter of 2020 due to reduced consumer spending as well as the receipt of stimulus and PPP funding. The increase in net gains was a result of increased fees on the sale of loans related to the high volume of mortgage refinancing activity due to historically low rates, as well as gains on the sale of investments. As prepayment speeds on investments held for sale were elevated due to the low rate environment and the investments were prepaying at par, we made the decision to capture $0.6 million in gains on the sale of these investments. Trust and brokerage income remained stable, impacted by market volatility early in the year which impacted fees that are directly related to the value of assets under management. Debit card income was stable for the nine months ended September 30, 2020 when compared to the same period of 2019 despite reduced consumer spending.

Other operating expenses decreased $0.7 million for the nine months ended September 30, 2020 when compared to the same period of 2019. Salaries and benefits decreased $2.4 million, primarily due to the $1.7 million salary expense offset related to loan originations, primarily related to PPP loans, as well as reduced headcount resulting from the voluntary separation program implemented in the fourth quarter of 2019 and reduced life and health insurance costs. These reductions offset the annual merit increases awarded to our associates in April 2020. Federal Deposit Insurance Corporation premiums increased slightly due to credits received on quarterly assessments in 2019. Equipment, occupancy and technology expenses increased $0.4 million when compared to the nine months ended September 30, 2019 due to final branch modernizations placed into service in the fourth quarter of 2019 and the first quarter of 2020. Professional services increased $1.7 million as a result of increased legal and professional expenses due to costs related to the 2020 annual meeting of shareholders (the “2020 Meeting”) and related proxy contest. Investor relations expenses increased $1.0 million, which also related to the 2020 Meeting and related proxy contest. OREO expenses decreased $1.3 million due to valuation allowance write-downs in 2019. Increased marketing, consulting, fraud expenses and Visa processing fees were offset by reductions in schools and seminars, contributions, dues and licenses, office supplies, mileage, contract labor, business related meals and other employee benefits expenses, ~~most of which were related to limited operations as a result of the pandemic and management’s continued focus on cost savings and efficiencies.~~

~~Consolidated net income was $5.0 million~~ for the third quarter of 2020 compared to $4.5 million for the third quarter of 2019. Basic and diluted net income per common share for the third quarter of 2020 were both $0.70, compared to basic and diluted net income per common share of $0.63 for the third quarter of 2019. Net interest income increased slightly by $0.3 million when comparing the third quarter of 2020 to the third quarter of 2019. The increase in net interest income was due to the decrease in interest expense of $0.7 million, offset by a decrease in interest income of $0.3 million when comparing the third quarters of 2020 and 2019. ~~Other operating income for the third quarter of 2020~~2021 decreased by approximately ~~$1.0~~$0.6 million when compared to the same period of ~~2019.~~2020. Service charge income ~~particularly non-sufficient funds (“NSF”) income, declined as a result of significantly reduced overdraft activity~~remained stable during the third quarter of ~~2020~~2021 when compared to the third quarter of ~~2019.~~ 2020. Trust and brokerage income increased ~~slightly~~$0.3 million due to increased production and market values on assets under management. ~~These increases were offset by the reduction in BOLI income due to the receipt of $1.1 million in death benefits in the third quarter of 2019.~~ Net gains ~~increased~~decreased $1.1 million when comparing the third quarter of ~~2020~~2021 to the third quarter of ~~2019. As prepayment speeds were elevated~~2020. This decrease was due to the low rate environment and investments were prepaying at par, we made the decision to capture $0.6 million in gains on the sale of investments. Higher levels of gains of approximately $0.7 million on the sale of mortgage loans to the secondary market, related to the high volumeslowing of refinancing activity ~~at historically low rates, continued~~in the mortgage portfolio, which resulted in less gains on sales as well as no sales activity in the investment portfolio during the third quarter of ~~2020. Other operating expenses~~2021. Bank Owned Life Insurance (“BOLI”) income decreased by ~~$0.7~~$0.1 million when comparing the third quarter of ~~2020~~2021 to the third quarter of ~~2019.~~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. This ~~decrease~~increase was driven by ~~the decrease~~an increase in salaries and benefits of $0.3 million related to ~~reduced due~~a reduction in deferred loan origination costs in 2021 (primarily related to ~~reduced headcount, reduced health insurance costs~~PPP activities) and the ~~salary costs associated~~$2.4 million prepayment penalties incurred in connection with ~~loan originations. Other miscellaneous expenses, such as contributions, office supplies, travel and lodging, schools and seminars, mileage and business-related meals, declined as~~the prepayment of the FHLB advances. As noted above, the prepayment was a ~~result~~strategic decision to use $70.0 million of ~~limitations imposed due to the pandemic. These decreases were offset by an increase in data processing fees and increased legal expenses. The net interest margin~~cash for the ~~third quarter~~purpose of ~~2020 and~~reducing the ~~third quarter~~cost of ~~2019, on an FTE basis, was 3.12% and 3.62%, respectively. The reduced margin was attributable to lower loan yields and increased cash levels.~~

~~The provision for loan losses was $0.2 million~~funds for the ~~third quarter~~remainder of ~~2020~~2021 and $(13) thousand for the third quarter of 2019. Specific allocations have been made for impaired loans where management has determined that the collateral supporting the loans is not adequate to cover the loan balance,future years. Occupancy, equipment and ~~the qualitative factors affecting the ALL have been adjusted based on the current economic~~

~~environment and the characteristics of the loan portfolio. During the third quarter of 2020, factor adjustments~~technology service expenses were ~~offset by a re-allocation of a $1.3 million specific on an adversely classified, non-accrual loan. See Note 6 for further discussion.~~

~~Net interest income, on an FTE basis, increased $0.3 million (2.7%)~~stable during the third quarter of 2020 over the same period in 2019 as a result of a decrease in interest expense of approximately $0.7 million (21.7%), offset by a $0.3 million (2.2%) decrease in interest income. The net interest margin for the third quarter of 2020 was 3.12%, compared to 3.62% for the third quarter of 2019. As noted above, the participation in the PPP loan program and the reduced rate environment negatively impacted our margin during the third quarter.

Comparing the third quarter of 2020 to the same period of 2019, the decrease in interest income was primarily due to a $0.4 million increase in interest and fees on loans, offset by a $0.7 million decrease in investment and other interest income. The increase in interest and fees on loans was due to an increase in average balances of $213.1 million. The increase in average balances was attributable to PPP loans of approximately $145.0 million and new loans booked during the third quarter, all at lower rates. This increased activity, combined with existing loans repricing at lower rates contributed to the decrease of 75 basis points in the rate earned on the portfolio. During the third quarter, we continued to see pricing pressure in all markets as borrowers sought to take advantage of the reduced rate environment. Excess cash balances related to deposit growth, invested at the lower Fed funds rate, also negatively impacted interest income. Higher cash balances were maintained to preserve liquidity due to economic uncertainties.

Interest expense on our interest-bearing liabilities decreased by $0.7 million during the third quarter of 2020 when compared to the same period of 2019, due primarily to reductions in rates on the deposit portfolio and certificates of deposit rolling over at lower rates.

Other operating income, including gains, for the third quarter of 2020 increased by approximately $0.1 million when compared to the same period of 2019. Service charge income, particularly NSF income, declined as a result of significantly reduced overdraft activity during the third quarter of 20202021 when compared to the third quarter of ~~2019. Trust~~2020. Investor relations and ~~brokerage income increased slightly due to increased production and market values on assets under management. These increases~~professional services costs were ~~offset by the reduction in BOLI income due to the receipt of $1.1 million in death benefits in~~also stable during the third quarter of ~~2019. Net gains increased $1.1 million~~2021 when ~~comparing the third quarter of 2020~~compared to the third quarter of 2019. As prepayment speeds were elevated due to the low rate environment and investments were prepaying at par, we made the decision to capture $0.6 million in gains on the sale of investments. Higher levels of gains of approximately $0.7 million on the sale of mortgage loans to the secondary market, related to the high volume of refinancing activity at historically low rates, continued during the third quarter of 2020.

Other operating expenses decreased $0.7 million when comparing the third quarter of 2020 to the third quarter of 2019. Salaries and benefits decreased $0.9 million due to reduced headcount associated with the voluntary separation program introduced in the fourth quarter of 2019, reduced health insurance costs and the salary expense offset associated with the origination of loans during the third quarter. Equipment, occupancy and data processing expenses increased by $0.2 million. Legal and professional expenses increased by $0.3 million when comparing the third quarter of 2020 to the same time period of 2019 and was attributable to the recent litigation. OREO expenses decreased by $0.3 million when comparing the third quarter of 2020 to the third quarter of 2019 due to valuation allowance write-downs on properties in the third quarter of 2019. Other miscellaneous expenses, such as ~~marketing, consulting, miscellaneous, trust department expenses increased slightly but were offset by decreases in contributions, personnel related expenses, postage, travel and lodging, mileage,~~Visa processing fees, contract labor, schools and seminars, dues and ~~business-related meals. Most~~licenses, in-house training, trust department expense, debit card expense and other personnel related expenses, declined. The decreases were offset by increases in marketing, contributions and consulting expenses.

The effective income tax rates as a percentage of income for the ~~expense reductions are~~nine-month periods ended September 30, 2021 and 2020 were 24.9% and 22.1%, respectively. The increase in the tax rate for the first nine months of 2021 was primarily due to the reduction in tax exempt income as well as the reduction in tax credits related to ~~limited operations~~the expiration of a low-income housing tax credit in June 2021. A new 2021 investment in low-income housing is expected to provide tax benefits in 2022 and beyond.

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 ~~result~~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 ~~the pandemic~~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 ~~management’s continued focus on cost savings~~basic and ~~efficiencies.~~diluted earnings per share (as reported) to adjusted net income and adjusted basic and diluted earnings per share excluding settlement and prepayment penalty expense:


	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

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.

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The ~~table~~tables below summarizes net interest income for the nine and three ~~months~~month periods ended September 30, ~~2020~~2021 and ~~2019.~~2020.


	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
Nine Months Ended
Nine Months Ended
(dollars in thousands)
2020
2019
2020
2019
Interest income
$
43,973
$
43,083
$
44,651
$
43,732
Interest expense
7,528
8,614
7,528
8,614
Net interest income
$
36,445
$
34,469
$
37,123
$
35,118
Net interest margin %
3.37%
3.59%
3.43%
3.67%
Three Months Ended
Three Months Ended
(dollars in thousands)
2020
2019
2020
2019
Interest income
$
14,253
$
14,600
$
14,481
$
14,810
Interest expense
2,351
3,004
2,351
3,004
Net interest income
$
11,902
$
11,596
$
12,130
$
11,806
Net interest margin %
3.06%
3.55%
3.12%
3.62%

Table of Contents

The following ~~table sets~~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 and 2020:


	Nine Months Ended
	September 30,
	2021						2020
	Average				Average		Average				Average
(dollars in thousands)	Balance		Interest		Yield/Rate		Balance		Interest		Yield/Rate
Assets
Loans	$	1,179,205	$	39,562	4.49	%	$	1,136,473	$	39,231	4.61	%
Investment Securities:
Taxable		267,899		2,864	1.43	%		197,186		3,612	2.45	%
Non taxable		25,487		1,448	7.60	%		26,335		1,448	7.34	%
Total		293,386		4,312	1.96	%		223,521		5,060	3.02	%
Federal funds sold		156,504		128	0.11	%		79,228		182	0.31	%
Interest-bearing deposits with other banks		3,419		1	0.06	%		889		9	1.37	%
Other interest earning assets		3,622		110	4.07	%		4,451		169	5.06	%
Total earning assets		1,636,136		44,113	3.60	%		1,444,562		44,651	4.13	%
Allowance for loan losses		(16,924)						(15,049)
Non-earning assets		154,464						146,213
Total Assets	$	1,773,676					$	1,575,726
Liabilities and Shareholders’ Equity
Interest-bearing demand deposits	$	211,005	$	460	0.29	%	$	177,848	$	531	0.40	%
Interest-bearing money markets		340,322		367	0.14	%		305,714		1,207	0.53	%
Savings deposits		218,605		63	0.04	%		172,735		136	0.10	%
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	%
Short-term borrowings		55,151		67	0.16	%		43,895		68	0.21	%
Long-term borrowings		92,980		1,840	2.65	%		100,929		2,463	3.26	%
Total interest-bearing liabilities		1,127,035		4,784	0.57	%		1,042,168		7,528	0.96	%
Non-interest-bearing deposits		488,870						362,547
Other liabilities		26,850						45,572
Shareholders’ Equity		130,921						125,439
Total Liabilities and Shareholders’ Equity	$	1,773,676					$	1,575,726
Net interest income and spread			$	39,329	3.03	%			$	37,123	3.17	%
Net interest margin					3.21	%					3.43	%

(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 $705 and $678, 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 ~~2019:~~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 interest income was driven by a slight increase in interest and fees on loans offset by reduced income on the investment portfolio. While the average balance of the investment portfolio increased 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.

The decrease in interest expense of $2.7 million, despite an increase in average interest-bearing liabilities of $84.9 million, was a direct result of a reduction in the cost of deposits of 27 basis points, a 5 basis point decrease in the cost of our short-term borrowings and a 61 basis point decrease in the cost of long-term borrowings. The decrease in the rate on long-term borrowings was primarily due to the restructuring 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 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.

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	%

Nine Months Ended
September 30,
2020
2019
(dollars in thousands)
Average
‎Balance
Interest
Average
‎Yield/Rate
Average
‎Balance
Interest
Average
‎Yield/Rate
Assets
Loans
$
1,136,473
$
39,231
4.61%
$
999,851
$
37,255
4.98%
Investment Securities:
Taxable
197,186
3,612
2.45%
207,261
4,333
2.79%
Non taxable
26,335
1,448
7.34%
25,540
1,380
7.22%
Total
223,521
5,060
3.02%
232,801
5,713
3.28%
Federal funds sold
79,228
182
0.31%
40,977
522
1.70%
Interest-bearing deposits with other banks
889
9
1.37%
1,111
16
1.92%
Other interest earning assets
4,451
169
5.06%
4,511
226
6.70%
Total earning assets
1,444,562
44,651
4.13%
1,279,251
43,732
4.57%
Allowance for loan losses
(15,049)
(11,835)
Non-earning assets
146,213
145,426
Total Assets
$
1,575,726
$
1,412,842
Liabilities and Shareholders’ Equity
Interest-bearing demand deposits
$
177,848
$
531
0.40%
$
160,975
$
466
0.39%
Interest-bearing money markets
305,714
1,207
0.53%
254,638
1,666
0.87%
Savings deposits
172,735
136
0.10%
161,148
225
0.19%
Time deposits:
Less than $100k
111,757
1,310
1.57%
106,006
1,066
1.34%
$100k or more
129,290
1,813
1.87%
154,457
2,377
2.06%
Short-term borrowings
43,895
68
0.21%
41,195
158
0.51%
Long-term borrowings
100,929
2,463
3.26%
100,929
2,656
3.52%
Total interest-bearing liabilities
1,042,168
7,528
0.96%
979,348
8,614
1.18%
Non-interest-bearing deposits
362,547
268,637
Other liabilities
45,572
40,212
Shareholders’ Equity
125,439
124,645
Total Liabilities and Shareholders’ Equity
$
1,575,726
$
1,412,842
Net interest income and spread
$
37,123
3.17%
$
35,118
3.39%
Net interest margin
3.43%
3.67%

~~Note:~~

(1)The above table reflects the average rates earned or paid stated on an FTE basis assuming a 21% tax rate for ~~2020~~2021 and ~~2019.~~2020. Non-GAAP interest income on a fully taxable equivalent was ~~$679~~$232 and ~~$649,~~$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.

Net interest income, on a non-GAAP, FTE basis, increased ~~$2.0~~by $1.7 million ~~(5.7%~~(14.2%) ~~during~~for the ~~nine months ended September 30, 2020~~third quarter 2021 when compared to the ~~nine months ended September 30, 2019 due to a $0.9 million (2.1%)~~third quarter of 2020. This increase ~~in interest income. Interest expense decreased $1.1 million comparing the same time period, despite~~resulted from an increase in average balances of $62.8 million. The net interest margin for the nine months ended September 30, 2020 was 3.43%, compared to 3.67% for the nine months ended September 30, 2019. The impact of average balances of PPP loans of approximately $91.0 million offset by the $1.5 million of interest and fees related to these loans, had a negative impact on the margin of approximately 9 basis points. The margin was also negatively impacted by the 2.25% drop in the Fed Funds rate since August of 2019 which resulted in loan production and loans repricing at lower rates. This resulted in a decrease of approximately 16 basis points in the loan yield compared to the nine months ended September 30, 2019.

~~Comparing the nine months ended September 30, 2020 to the same period of 2019, the~~ increase in interest income ~~was due to a $2.0~~of $0.7 million ~~increase in interest~~ and fees on loans. Excess cash balances attributable to deposit growth were invested at the lower Fed Funds rate which negatively impacted interest income for the nine months ended September 30, 2020. The increase in interest and fees on loans was due primarily to an increase in average balances of $136.6 million primarily driven by the PPP loans offset by the declining yield. The rate earned on the loan portfolio decreased by 37 basis points as a result of the significant decline in the rate environment over the past year and the high volume of PPP loans at the low 1.00% rate as noted above. Additionally, the average balance of the investment portfolio decreased by $9.3 million due primarily to calls and sales of securities. The rate earned on investments decreased by 26 basis points due to the calls as well as the reduced rate on the adjustable rate trust preferred CDO portfolio.

Interest expense on our interest-bearing liabilities decreased $1.1 million during the nine months ended September 30, 2020 when compared to the same period of 2019 due to continued rate reductions on our deposit products in response to the declining rate environment, particularly our money market products. The average balance of money market accounts increased $51.1 million during the nine months ended 2020 when compared to same period of 2019 while the rate on these accounts decreased by 34 basis points. We continue to monitor the rate environment in our markets and have been able to proactively reduce rates on our deposit products to mitigate the reduced interest income on our loan portfolio. Average growth of $93.9 million in our non-interest bearing accounts benefits our overall cost of deposits. Deposit growth was attributable to PPP funding and organic deposit growth in low cost core deposits with existing customers as well as new relationship customers through the first nine months of 2020.

Three Months Ended
September 30,
2020
2019
(dollars in thousands)
Average
‎Balance
Interest
Average
‎Yield/Rate
Average
‎Balance
Interest
Average
‎Yield/Rate
Assets
Loans
$
1,198,888
$
12,950
4.30%
$
985,767
$
12,543
5.05%
Investment Securities:
Taxable
194,722
960
1.96%
208,418
1,416
2.70%
Non taxable
27,049
494
7.26%
24,575
445
7.18%
Total
221,771
1,454
2.61%
232,993
1,861
3.17%
Federal funds sold
119,039
28
0.09%
71,230
332
1.85%
Interest-bearing deposits with other banks
1,157
2
0.73%
1,103
7
2.52%
Other interest earning assets
4,468
47
4.15%
4,415
67
6.02%
Total earning assets
1,545,323
14,481
3.73%
1,295,508
14,810
4.54%
Allowance for loan losses
(17,252)
(12,302)
Non-earning assets
153,846
150,789
Total Assets
$
1,681,917
$
1,433,995
Liabilities and Shareholders’ Equity
Interest-bearing demand deposits
$
195,363
$
190
0.39%
$
160,309
$
172
0.43%
Interest-bearing money markets
332,012
330
0.40%
256,551
581
0.90%
Savings deposits
182,733
35
0.08%
162,088
77
0.19%
Time deposits:
Less than $100k
111,647
435
1.55%
109,493
402
1.46%
$100k or more
121,986
525
1.71%
159,390
832
2.07%
Short-term borrowings
45,719
19
0.17%
37,910
27
0.28%
Long-term borrowings
100,929
817
3.22%
100,929
913
3.59%
Total interest-bearing liabilities
1,090,389
2,351
0.86%
986,670
3,004
1.21%
Non-interest-bearing deposits
407,334
274,538
Other liabilities
56,091
43,957
Shareholders’ Equity
128,103
128,830
Total Liabilities and Shareholders’ Equity
$
1,681,917
$
1,433,995
Net interest income and spread
$
12,130
2.87%
$
11,806
3.33%
Net interest margin
3.12%
3.62%

~~Note:~~

~~(1)~~The above table reflects the average rates earned or paid stated on an FTE basis assuming a 21% tax rate for 2020 and 2019. Non-GAAP interest income on a fully taxable equivalent was $229 and $210, 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 an FTE basis, increased $0.3 million (2.7%) during the third quarter of 2020 over the same period in 2019 driven by~~ a decrease in interest expense of ~~approximately $0.7 million (21.7%) offset by a $0.3 million (2.2%) decrease~~$1.1 million.

The increase in interest ~~income.~~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 ~~2020~~2021 was ~~3.12%~~3.38%, compared to ~~3.62%~~3.12% for the third quarter of ~~2019. As noted above,~~2020. Excluding the ~~participation in~~average balance of PPP loans of $48.5 million and interest and fees of $1.4 million, the ~~PPP loan program and the reduced rate environment negatively impacted our~~net interest margin ~~during the third quarter.~~

~~Comparing~~for the third quarter of ~~2020 to~~2021 was 3.12%.

Table of Contents

Participation in the ~~same period~~PPP, with an average outstanding loan balance of 2019, the increase in interest income was primarily due to a $0.4 million increase in interest and fees on loans. The increase in interest and fees on loans was due to an increase in average balances of $213.1 million. The increase in average balances is attributable to PPP loans of approximately $145.0$48.5 million and ~~new loans booked during~~an interest rate of 1.0%, negatively impacted the ~~third quarter, all at lower rates. This activity, combined with existing loans repricing at lower rates, contributed to the decrease of 75 basis points in the rate earned on the portfolio. During~~margin for the third quarter of ~~2020, we continued to see pricing pressure in all markets as borrowers sought to take advantage~~2021 by 6 basis points. However, deferred fees of the reduced rate environment. Excess cash balances related to deposit growth, invested at the lower Fed funds rate, also negatively impacted interest income. Higher cash balances were maintained to preserve liquidity due to economic uncertainties.

~~Interest expense on our interest-bearing liabilities decreased by $0.7~~approximately $1.3 million recognized during the third quarter of ~~2020 when compared~~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 ~~same period~~restructuring of ~~2019, due primarily~~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 ~~reductions in~~ rates on all deposit products in the ~~deposit portfolio and certificates~~third quarter.

Table of ~~deposit rolling over at lower rates due to rate empowerments expiring.~~ 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, ~~2020~~2021 and ~~2019:~~2020:


	For the Nine months ended September 30, 2021
	compared to the Nine months ended September 30, 2020
(in thousands and tax equivalent basis)	Volume		Rate		Net
Interest Income:
Loans	$	1,477	$	(1,146)	$	331
Taxable Investments		1,299		(2,047)		(748)
Non-taxable Investments		(47)		47		0
Federal funds sold		180		(234)		(54)
Interest-bearing deposits		26		(34)		(8)
Other interest earning assets		(31)		(28)		(59)
Total interest income		2,904		(3,442)		(538)
Interest Expense:
Interest-bearing demand deposits		99		(170)		(71)
Interest-bearing money markets		138		(978)		(840)
Savings deposits		34		(107)		(73)
Time deposits less than $100K		(129)		(202)		(331)
Time deposits $100K or more		(296)		(509)		(805)
Short-term borrowings		18		(19)		(1)
Long-term borrowings		(194)		(429)		(623)
Total interest expense		(330)		(2,414)		(2,744)
Net interest income	$	3,234	$	(1,028)	$	2,206



	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.

For the Nine months ended September 30, 2020 compared to the Nine months ended September 30, 2019
(in thousands and tax equivalent basis)
Volume
Rate
Net
Interest Income:
Loans
$
5,105
$
(3,129)
$
1,976
Taxable Investments
(211)
(510)
(721)
Non-taxable Investments
43
25
68
Federal funds sold
489
(829)
(340)
Interest-bearing deposits
(3)
(4)
(7)
Other interest earning assets
(3)
(54)
(57)
Total interest income
5,420
(4,501)
919
Interest Expense:
Interest-bearing demand deposits
49
16
65
Interest-bearing money markets
335
(794)
(459)
Savings deposits
16
(105)
(89)
Time deposits less than $100K
58
186
244
Time deposits $100K or more
(388)
(176)
(564)
Short-term borrowings
10
(100)
(90)
Long-term borrowings
—
(193)
(193)
Total interest expense
80
(1,166)
(1,086)
Net interest income
$
5,340
$
(3,335)
$
2,005

‎

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For the Three months ended September 30, 2020 compared to the Three months ended September 30, 2019
(in thousands and tax equivalent basis)
Volume
Rate
Net
Interest Income:
Loans
$
2,690
$
(2,283)
$
407
Taxable Investments
(92)
(364)
(456)
Non-taxable Investments
44
5
49
Federal funds sold
221
(525)
(304)
Interest-bearing deposits
0
(5)
(5)
Other interest earning assets
1
(21)
(20)
Total interest income
2,864
(3,193)
(329)
Interest Expense:
Interest-bearing demand deposits
37
(19)
18
Interest-bearing money markets
169
(420)
(251)
Savings deposits
10
(52)
(42)
Time deposits less than $100K
8
25
33
Time deposits $100K or more
(194)
(113)
(307)
Short-term borrowings
6
(14)
(8)
Long-term borrowings
—
(96)
(96)
Total interest expense
36
(689)
(653)
Net interest income
$
2,828
$
(2,504)
$
324

~~Note:~~

~~(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.~~

Provision for Loan Losses

The provision for loan losses was $0.1 million for the nine months ended September 30, 2021 and $5.0 million for the nine ~~month period~~months ended September 30, ~~2020 and $0.7 million for the nine month period ended September 30, 2019.~~2020. The ~~increase in~~higher provision expense ~~for~~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 ~~health crisis and its impact on our borrowers. Of the $5.0~~pandemic. Net recoveries of $0.4 million ~~expense~~were recorded for the nine months ended September 30, ~~2020, $4.4 million is related~~2021, compared to ~~qualitative factor adjustments and $0.6 million is related to loan growth as well as the change in mix within the portfolio at higher reserve factors.~~

~~The provision for loan losses was $0.2~~net charge offs of $1.3 million for the ~~third quarter~~same period of 2020. The ratio of the ALL to loans outstanding, including PPP loan balances, was 1.46% at September 30, 2021 compared to 1.36% at September 30, 2020 and ~~$(13) thousand for the third quarter~~1.41% at December 31, 2020. The ALL to loans outstanding, excluding PPP loan balances of ~~2019.~~$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. Specific allocations have been made for impaired loans where management has determined that the collateral supporting the loans is not adequate to cover the loan balance, and the qualitative factors affecting the ALL have been adjusted based on the current economic environment and the characteristics of the loan portfolio. ~~During the third quarter of 2020, factor adjustments were offset by a re-allocation of a $1.3 million specific on an adversely classified, non-accrual loan. See Note 6 for further details.~~

Other Income

~~Other Operating Income~~

The ~~following table shows the major components~~composition of other operating income for the nine and three month periods ended September 30, 2021 and 2020 ~~and 2019, exclusive of net gains:~~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%

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Income as % of
‎Total Other Operating Income, exclusive of net gains
Income as % of
‎Total Other Operating Income, exclusive of net gains
Nine Months Ended
Three Months Ended
September 30,
September 30,
(in thousands)
2020
2019
2020
2019
Service charges on deposit accounts
$
1,439
13%
$
1,652
14%
$
447
11%
$
578
13%
Other service charges
517
5%
607
6%
195
5%
225
6%
Trust department
5,355
47%
5,345
46%
1,871
47%
1,798
47%
Debit card income
2,052
18%
1,955
17%
738
19%
679
18%
Bank owned life insurance
961
8%
1,970
8%
373
9%
1,379
8%
Brokerage commissions
713
6%
646
6%
234
6%
205
5%
Other income
374
3%
369
3%
120
3%
115
3%
$
11,411
100%
$
12,544
100%
$
3,978
100%
$
4,979
100%

Other Operating Expenses

The composition of other operating expenses for the nine and three month periods ended September 30, ~~2020~~2021 and ~~2019~~2020 is illustrated in the following table:


	Expense as % of						Expense as % of
	Total Other Operating Expenses						Total Other Operating Expenses
	Nine Months Ended						Three Months Ended
	September 30,						September 30,
(in thousands)	2021			2020			2021			2020
Salaries and employee benefits	$	16,214	44%	$	16,244	49%	$	5,719	44%	$	5,378	51%
FDIC premiums		575	2%		404	1%		209	2%		201	2%
Equipment		2,837	8%		2,871	9%		1,032	8%		978	9%
Occupancy		2,102	6%		2,200	7%		684	5%		707	7%
Data processing		2,420	6%		3,155	10%		819	6%		1,130	11%
Marketing		408	1%		405	1%		129	1%		122	1%
Professional services		3,276	9%		2,506	8%		615	5%		602	6%
Contract labor		486	1%		480	1%		153	1%		180	2%
Line rentals		606	2%		654	2%		123	1%		216	2%
Other real estate owned		(460)	(1)%		3	0%		150	1%		6	0%
Investor relations		546	1%		1,160	3%		116	1%		54	0%
Settlement expense		3,300	9%		—	0%		—	0%		—	0%
FHLB prepayment penalty		2,368	6%		—	0%		2,368	18%		—	0%
Other		2,308	6%		2,890	9%		910	7%		966	9%
	$	36,986	100%	$	32,972	100%	$	13,027	100%	$	10,540	100%

Expense as % of
‎Total Other Operating Expenses
Expense as % of
‎Total Other Operating Expenses
Nine Months Ended
Three Months Ended
September 30,
September 30,
(in thousands)
2020
2019
2020
2019
Salaries and employee benefits
$
16,244
49%
$
18,644
56%
$
5,378
51%
$
6,280
55%
FDIC premiums
404
1%
337
1%
201
2%
43
0%
Equipment
2,871
9%
2,775
8%
978
9%
956
9%
Occupancy
2,200
7%
2,112
6%
707
7%
694
6%
Data processing
3,155
10%
2,979
9%
1,130
11%
984
9%
Marketing
405
1%
274
1%
122
1%
110
1%
Professional services
2,506
8%
776
2%
602
6%
254
2%
Contract labor
480
1%
502
1%
180
2%
171
2%
Line rentals
654
2%
641
2%
216
2%
226
2%
Other real estate owned
3
0%
1,266
4%
6
0%
337
3%
Investor relations
1,160
3%
146
0%
54
0%
36
0%
Other
2,890
9%
3,225
11%
966
9%
1,155
10%
$
32,972
100%
$
33,677
100%
$
10,540
100%
$
11,246
100%

Provision for Income Taxes

In reporting interim financial information, income tax provisions should be determined under the procedures set forth in ~~ASC~~Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 740, I~~ncome~~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 ~~from 20.3% at September 30, 2019~~ primarily due to a reduction ofin tax exempt income ~~related to BOLI~~and the reduction in low income ~~during~~housing tax credits that expired in June 2021. A new investment in a low income housing tax credit will reduce the ~~first nine months of 2020.~~

effective tax rate beginning in 2022 and future years.

FINANCIAL CONDITION

Balance Sheet Overview

Total assets at September 30, ~~2020 increased by $243.9 million~~2021 decreased to $1.7 billion, ~~from~~representing a $24.9 million decrease since December 31, ~~2019.~~2020. During the first nine months of ~~2020,~~2021, cash and interest-bearing deposits in other banks ~~increased~~decreased by ~~$105.6~~$14.5 million, the investment portfolio ~~decreased~~increased by ~~$2.9~~$2.4 million and gross loans ~~increased~~decreased by ~~$142.0 million, offset by the increase to the ALL of $3.7~~$5.9 million. The ~~increase~~decrease in cash was due primarily to the strategic decision to deploy $39.0 million of cash to purchase a pool of mortgage loans for the purpose of offsetting mortgage portfolio balances that have been declining due to continued ~~deposit growth, consisting~~refinancing activity. Management also used $70.0 million to prepay FHLB advances. Although the Bank recorded $2.4 million in penalties in connection with the FHLP prepayments, management anticipates that the resulting reduction in interest expense for the remainder of ~~both core deposit growth~~2021 and ~~deposits related~~in future years will offset the penalty and have a significant impact on the cost of funds. OREO balances decreased $2.7 million due to the ~~PPP loans, cash flow from calls on the investment portfolio,~~sale of a parcel of real estate

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securing a large commercial participation loan ~~payoffs~~ 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 ~~well as continued refinances~~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 ~~mortgage portfolio.~~ ~~OREO balances declined~~Treasury Management product, offset by the prepayment of $70.0 million in FHLB long-term borrowings. Total shareholders’ equity increased slightly ~~due to minimal activity in this portfolio~~ during the first nine months of 2020. Total liabilities increased by $239.6 million. This increase was attributable to the strong deposit growth of $235.3 million, inclusive of the remaining deposit balances related to the PPP loans at September 30, 2020. The deposit growth, excluding the PPP deposits, during the first nine months of 2020 was due to increased relationship balances2021, as ~~we continued to grow core relationships and customers favored insured products given the volatile economic environment.~~ Our Treasury Management overnight investment sweep increased by $3.9 million as we saw growth in existing municipality accounts during the third quarter of 2020. Total shareholders’ equity increased by $4.3 million in the first nine months of 2020, primarily due to the increase in earnings attributable to year-to-date net income of $12.2 million was offset by ~~common stock dividends of $2.7 million and~~ the ~~decline in surplus related to the stock~~ repurchase of ~~$2.7~~$7.2 million ~~during the first quarter~~(400,000 shares) of ~~2020.~~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
Commercial real estate	$	371,785	32%	$	369,176	32%
Acquisition and development		132,256	11%		116,961	10%
Commercial and industrial		195,758	17%		266,745	23%
Residential mortgage		405,885	35%		379,170	32%
Consumer		56,184	5%		35,760	3%
Total Loans	$	1,161,868	100%	$	1,167,812	100%

(dollars in thousands)
September 30, 2020
December 31, 2019
Commercial real estate
$
353,272
30%
$
335,504
31%
Acquisition and development
127,299
11%
117,890
12%
Commercial and industrial
277,723
23%
122,352
11%
Residential mortgage
398,709
33%
438,424
43%
Consumer
35,342
3%
36,199
3%
Total Loans
$
1,192,345
100%
$
1,050,369
100%

Outstanding loans ~~increased to~~of $1.2 billion at September 30, ~~2020 when compared to December 31, 2019. The $142.0~~2021 reflected a decline of $5.9 million during the first nine months of ~~growth~~2021, which was primarily attributable to growth in our mortgage loan portfolio due to the ~~participation in the SBA PPP~~purchase of a $39.0 million loan ~~program and core commercial loan growth,~~pool, offset by a decline ~~in our~~of portfolio balances. This loan pool consisted of individual adjustable and fixed rate residential mortgage loans. Core commercial loan ~~portfolio.~~growth was offset by PPP loan forgiveness. Commercial real estate (“CRE”) loans increased by ~~$17.8~~$2.6 million, ~~due to expansion of several new customer relationships as well as an increase in small business loans. Acquisition~~acquisition and development (“A&D”) loans increased by ~~$9.4~~$15.3 million ~~as new production offset amortization~~ and ~~payoffs. Commercial~~commercial and industrial (“C&I”) loans ~~increased~~decreased by ~~$155.4~~$71.0 million, ~~including $148.9 million of PPP loans. The~~as growth in ~~the commercial portfolios~~core portfolio loans of $12.7 million was offset by ~~a decline in residential~~PPP loan forgiveness. Residential mortgage loans increased $26.7 million due to the purchase of ~~$39.7 million as~~a pool of 1-4 family residential loans, offset by the continued refinancing ~~activity continued during the third quarter.~~activity. Given the current low interest rate environment, ~~management has elected~~customers appear to ~~utilize~~be seeking longer-term, fixed-rate loans and we continued to use the secondary market rather than ~~portfolio~~hold these ~~longer term,~~longer-term fixed rate mortgage loans ~~at this time.~~in the portfolio. The consumer loan portfolio ~~declined slightly~~increased by ~~$0.9~~$20.4 million ~~during~~due to the ~~first nine months~~purchase of ~~2020.~~a pool of consumer loans in the second quarter of 2021 as an effort to deploy excess cash into higher yielding, short-term assets.

Commercial loan production for the first nine months of ~~2020~~2021 was approximately ~~$101.6 million. Commercial construction funding continues to ramp up as projects are entering their larger draw periods, which should result in increased outstanding balances~~.$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. At ~~quarter end,~~September 30, 2021, unfunded, committed commercial construction ~~equaled $43.7~~loans totaled approximately $26.6 million. Commercial amortization and payoffs were approximately ~~$40.4~~$117.3 million through September 30, ~~2020.~~ 2021, exclusive of PPP.

Consumer mortgage loan production ~~continued at a record pace with production of~~was approximately ~~$101.8~~$89.6 million ~~for the first nine months of 2020.~~through September 30, 2021. The production and pipeline mix of in-house, portfolio loans and investor loans ~~have continued to even out during the third quarter. The consumer mortgage pipeline~~ remained ~~robust~~strong as of September 30, ~~2020 at $36.9~~2021, with those loans totaling $20.0 million, consisting of ~~$16.4~~$16.0 million in portfolio loans and ~~$20.5~~$4.0 million in investor loans. At the end of the second quarter of 2021, management implemented special promotions for residential mortgage products to shift production towards portfolio loans and utilize excess cash balances.

Non-accrual loans totaled $7.4 million at September 30, 2021 compared to $3.3 million at December 31, 2020. The increase in the non-accrual balance at September 30, 2021 was due to the movement of two hospitality loans, totaling approximately $4.0 million, to non-accrual status during 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.

‎

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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
Non-accrual loans:
Commercial real estate	$	5,017	1.35%	$	898	0.24%
Acquisition and development		395	0.30%		366	0.31%
Residential mortgage		2,011	0.50%		2,048	0.54%
Consumer		18	0.03%		27	0.08%
Total non-accrual loans	$	7,441	0.64%	$	3,339	0.29%
Accruing Loans Past Due 90 days or more:
Acquisition and development		—			10
Residential mortgage		154			710
Consumer		35			4
Total loans past due 90 days or more	$	189		$	724
Total non-accrual and accruing loans past due 90 days or more	$	7,630		$	4,063
Restructured Loans (TDRs):
Performing	$	3,475		$	3,657
Non-accrual (included above)		284			301
Total TDRs	$	3,759		$	3,958
Other real estate owned	$	6,663		$	9,386
Impaired loans without a valuation allowance	$	9,148		$	6,060
Impaired loans with a valuation allowance		2,040			1,399
Total impaired loans	$	11,188		$	7,459
Valuation allowance related to impaired loans	$	205		$	57

(dollars in thousands)
September 30,
‎2020
% of
‎Applicable
‎Portfolio
December 31,
‎2019
% of
‎Applicable
‎Portfolio
Non-accrual loans:
Commercial real estate
$
927
0.26%
$
680
0.20%
Acquisition and development
7,447
5.85%
8,058
6.80%
Commercial and industrial
—
0.00%
30
0.00%
Residential mortgage
1,939
0.49%
2,077
0.50%
Consumer
31
0.09%
4
0.00%
Total non-accrual loans
$
10,344
0.87%
$
10,849
1.03%
Accruing Loans Past Due 90 days or more:
Acquisition and development
11
135
Residential mortgage
802
536
Consumer
—
54
Total loans past due 90 days or more
$
813
$
725
Total non-accrual and accruing loans past due
‎ 90 days or more
$
11,157
$
11,574
Restructured Loans (TDRs):
Performing
$
3,700
$
3,842
Non-accrual (included above)
308
324
Total TDRs
$
4,008
$
4,166
Other real estate owned
$
3,787
$
4,127
Impaired loans without a valuation allowance
$
13,233
$
5,974
Impaired loans with a valuation allowance
1,280
9,200
Total impaired loans
$
14,513
$
15,174
Valuation allowance related to impaired loans
$
72
$
2,174

Performing loans considered to be impaired (including performing troubled debt restructurings, or TDRs), as defined and identified by management, amounted to ~~$4.0~~$7.6 million at September 30, ~~2020~~2021 and ~~$4.6~~$4.1 million at December 31, ~~2019.~~2020. 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. ~~The decrease in valuation allowance related to impaired loans is due to the charge off of $1.1 million and re-allocation of $1.3 million of specific on the A&D loan. See Note 6 for further details.~~

Loans that have been modified in reliance on Section 4013 of the ~~U.S. Government’s Coronavirus Aid, Relief, and Economic Security~~CARES Act and the guidance issued thereunder are not treated as TDRs. Information about these loans can be found in Notes 2 and 65 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, ~~2020~~2021 and December 31, ~~2019:~~2020:


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

September 30, 2020
December 31, 2019
(dollars in thousands)
Number of
‎Contracts
Recorded
‎Investment
Number of
‎Contracts
Recorded
‎Investment
Performing
Commercial real estate
Non owner-occupied
2
$
226
2
$
235
All other CRE
1
2,226
1
2,265
Acquisition and development
1-4 family residential construction
1
272
1
291
All other A&D
1
213
1
220
Commercial and industrial
—
—
—
—
Residential mortgage
Residential mortgage – term
7
763
8
831
Residential mortgage – home equity
—
—
—
—
Consumer
—
—
—
—
Total performing
12
$
3,700
13
$
3,842
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
308
2
324
Residential mortgage – home equity
—
—
—
—
Consumer
—
—
—
—
Total non-accrual
2
308
2
324
Total TDRs
14
$
4,008
15
$
4,166

The level of TDRs ~~decreased~~was $3.8 million at September 30, 2021 compared to $4.0 million at ~~September 30, 2020 when compared to $4.2 million at~~ December 31, ~~2019,~~2020, with a slight reduction due to payments made during the first nine ~~months.~~months of 2021. There were no new TDRs during the first nine months of ~~2020.~~2021.

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.

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The following table presents a summary 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)	%

(dollars in thousands)
2020
2019
Balance, January 1
$
12,537
$
11,047
Charge-offs:
Acquisition and development
(1,144)
(29)
Commercial and industrial
(232)
(75)
Residential mortgage
(108)
(86)
Consumer
(274)
(212)
Total charge-offs
(1,758)
(402)
Recoveries:
Commercial real estate
69
67
Acquisition and development
29
132
Commercial and industrial
149
77
Residential mortgage
66
259
Consumer
116
122
Total recoveries
429
657
Net credit (charge-offs)/recoveries
(1,329)
255
Provision for loan losses
4,981
669
Balance at end of period
$
16,189
$
11,971
Allowance for loan losses to gross loans outstanding (as %)
1.36%
1.20%
Net credit (charge-offs)/recoveries to average loans outstanding during the period, annualized (as %)
(0.16)%
0.03%

The ALL ~~was $16.2~~increased to $16.9 million at September 30, ~~2020~~2021 compared to ~~$12.5~~$16.5 million at December 31, ~~2019, an increase of 29.1% that resulted primarily from adjustments to qualitative factors associated with the negative trend in the economic outlook directly related to COVID-19.~~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 ~~and $0.7~~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, ~~2019. Net charge-offs~~2021, compared to net charge offs of $1.3 million ~~were recorded~~ for the ~~first nine months~~same period of 2020, compared to net recoveries of $0.3 million for 2019. COVID-19 related factor adjustments of $6.3 million were offset by a re-allocation of $1.3 million on an adversely classified, non-accrual loan as discussed in Note 6. Absent the COVID-19 related qualitative factor adjustments for the nine months of 2020, the provision expense would have been approximately $0.6 million that was primarily attributable to non-PPP growth in the portfolio.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 ~~compared to 1.20%~~and 1.41% at ~~September 30, 2019 and 1.43% at June 30,~~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.~~2020 and December 31, 2020, non-GAAP.

The ratio of net ~~charge offs~~recoveries to average loans for the nine months ended September 30, ~~2020~~2021 was an annualized ~~0.16%~~0.04%, compared to net ~~recoveries~~charge offs to average loans of ~~0.03%~~0.16% for the nine months ended September 30, ~~2019.~~2020. 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 ~~.03%~~0.01% as of ~~both~~ September 30, ~~2020, and September 30, 2019. The A&D loans had an annualized~~2021, compared to a net charge-off rate of 1.21% as of September 30, ~~2020, compared to a net recovery rate of 0.12% as of September 30, 2019. This increase~~2020. The decrease is related to ~~the~~a $1.10 million charge off ~~of $1.1 million~~ on ~~the adversely classified~~a non-accrual ~~participation~~ loan ~~as mentioned above.~~in 2020, which subsequently moved to OREO. The C&I portfolio had net ~~charge-offs~~recoveries to average loans of 0.06% as of September 30, ~~2020,~~2021, compared to net ~~recoveries~~charge-offs of ~~$2 thousand~~0.06% as of September 30, ~~2019.~~2020. The residential mortgage ratios were a net charge-off rate of 0.01% as of September 30, ~~2020, compared to a net recovery rate of 0.05% as of September 30, 2019,~~2021 and ~~the~~2020. The consumer loan ratios were net charge-off rates of ~~0.59%~~0.02% and ~~0.34%~~0.59% as of September 30, ~~2020~~2021 and September 30, ~~2019,~~2020, respectively. Our special assets team continues to aggressively collect on charged-off loans.

Management believes that the ALL at September 30, ~~2020 is~~2021 was 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.

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Investment Securities

At September 30, ~~2020,~~2021, the total amortized cost basis of the available-for-sale investment portfolio was ~~$156.5~~$241.2 million, compared to a fair value of ~~$153.2~~$235.6 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 ~~$69.2~~$62.0 million, compared to a fair value of ~~$76.4~~$71.7 million.

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
	Amortized		Fair Value		FV as %	Amortized		Fair Value		FV as %
(dollars in thousands)	Cost		(FV)		of Total	Cost		(FV)		of Total
Securities Available-for-Sale:
U.S. government agencies	$	55,527	$	53,734	23%	$	75,856	$	76,433	34%
Residential mortgage-backed agencies		30,936		30,354	13%		22,999		22,899	10%
Commercial mortgage-backed agencies		55,980		55,509	24%		32,549		33,042	14%
Collateralized mortgage obligations		70,766		69,079	29%		70,372		70,637	31%
Obligations of state and political subdivisions		9,402		9,796	4%		10,144		10,614	5%
Collateralized debt obligations		18,586		17,092	7%		18,544		13,260	6%
Total available for sale	$	241,197	$	235,564	100%	$	230,464	$	226,885	100%
Securities Held to Maturity:
Residential mortgage-backed agencies	$	32,113	$	32,601	45%	$	34,597	$	35,732	46%
Commercial mortgage-backed agencies		9,697		10,032	14%		11,716		12,303	16%
Collateralized mortgage obligations		—		—	0%		1,348		1,406	2%
Obligations of state and political subdivisions		20,169		29,074	41%		20,602		28,171	36%
Total held to maturity	$	61,979	$	71,707	100%	$	68,263	$	77,612	100%

September 30, 2020
December 31, 2019
Amortized
Fair Value
FV as %
Amortized
Fair Value
FV as %
(dollars in thousands)
Cost
(FV)
of Total
Cost
(FV)
of Total
Securities Available-for-Sale:
U.S. government agencies
$
65,942
$
66,871
44%
$
39,987
$
39,894
30%
Residential mortgage-backed agencies
13,037
13,163
9%
4,917
4,900
4%
Commercial mortgage-backed agencies
33,566
34,160
22%
27,634
27,764
21%
Collateralized mortgage obligations
15,226
15,618
10%
29,903
29,923
23%
Obligations of state and political subdivisions
10,159
10,589
7%
14,124
14,470
11%
Collateralized debt obligations
18,525
12,760
8%
18,443
14,354
11%
Total available for sale
$
156,455
$
153,161
100%
$
135,008
$
131,305
100%
Securities Held to Maturity:
U.S. government agencies
$
—
$
—
—
$
16,164
$
16,823
17%
Residential mortgage-backed agencies
34,868
36,025
47%
42,939
43,253
43%
Commercial mortgage-backed agencies
11,773
12,388
16%
15,521
15,865
16%
Collateralized mortgage obligations
1,821
1,919
3%
3,140
3,143
3%
Obligations of state and political subdivisions
20,759
26,038
34%
16,215
21,572
21%
Total held to maturity
$
69,221
$
76,370
100%
$
93,979
$
100,656
100%

Total fair value of investment securities available-for-sale increased by ~~$21.9~~$8.7 million since December 31, ~~2019.~~2020. At September 30, ~~2020,~~2021, the securities classified as available-for-sale included a net unrealized loss of ~~$3.3~~$5.6 million, which represents the difference between the fair value and amortized cost of securities in the portfolio. ~~This unrealized loss at September 30, 2020 is related to the CDO portfolio. All other available securities were at an unrealized gain position.~~

As discussed in Note 87 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 p~~rices~~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 ~~$140.4~~$218.5 million of the available-for-sale portfolio was valued using Level 2 pricing and had net unrealized ~~gains~~losses of ~~$2.5~~$4.1 million at September 30, ~~2020.~~2021. The remaining ~~$12.8~~$17.1 million of the securities available-for-sale represents the entire ~~CDO~~collateralized debt obligation (“CDO”) portfolio, which was valued using significant unobservable inputs (Level 3 assets). The ~~$5.8~~$1.5 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 ~~$4.3~~$0.7 million represent non-credit related OTTI charges on seven of the securities, while ~~$1.5~~$0.8 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, ~~2020:~~2021:


Level 3 Investment Securities Available for Sale
(dollars in thousands)
Investment Description			First United Level 3 Investments						Security Credit Status
										Deferrals/			Collateral	Number of
										Defaults			Support	Performing
				Fair		Unrealized		Lower		as % of			as % of	Issuers/
		Amortized		Market		Gain/		Credit	Original	Original	Performing	Collateral	Performing	Total
Deal	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
Preferred Term Security XVIII	C		2,717		2,283		(434)	C	676,565	14.82%	268,049	21,124	7.88%	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
Preferred Term Security XIX*	C		1,102		1,116		14	C	700,535	6.57%	412,787	30,381	7.36%	47 / 52
Preferred Term Security XIX*	C		2,554		2,604		50	C	700,535	6.57%	412,787	30,381	7.36%	47 / 52
Preferred Term Security XIX*	C		1,103		1,116		13	C	700,535	6.57%	412,787	30,381	7.36%	47 / 52
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
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
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

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

Level 3 Investment Securities Available for Sale
(dollars in thousands)
Investment Description
First United Level 3 Investments
Security Credit Status
Deal
Class
Amortized
‎Cost
Fair
‎Market
‎Value
Unrealized
‎Gain/
‎(Loss)
Lower
‎Credit
‎Rating
Original
‎Collateral
Deferrals/
‎Defaults
‎as % of
‎Original
‎Collateral
Performing
‎Collateral
Collateral
‎Support
Collateral
‎Support
‎as % of
‎Performing
‎Collateral
Number of
‎Performing
‎Issuers/
‎Total
‎Issuers
Preferred Term Security XVIII*
C
$
1,894
$
1,139
$
(755)
C
676,565
14.83%
268,437
19,130
7.13%
40 / 56
Preferred Term Security XVIII
C
2,717
1,708
(1,009)
C
676,565
14.83%
268,437
19,130
7.13%
40 / 56
Preferred Term Security XIX*
C
1,845
1,399
(446)
C
505,062
5.14%
469,062
33,181
7.07%
50 / 55
Preferred Term Security XIX*
C
1,100
840
(260)
C
505,062
5.14%
469,062
33,181
7.07%
50 / 55
Preferred Term Security XIX*
C
2,541
1,959
(582)
C
505,062
5.14%
469,062
33,181
7.07%
50 / 55
Preferred Term Security XIX*
C
1,101
840
(261)
C
505,062
5.14%
469,062
33,181
7.07%
50 / 55
Preferred Term Security XXII*
C-1
1,578
1,098
(480)
C
807,548
10.31%
664,548
69,263
10.42%
59 / 73
Preferred Term Security XXII*
C-1
3,945
2,747
(1,198)
C
807,548
10.31%
664,548
69,263
10.42%
59 / 73
Preferred Term Security XXIII
C-1
1,804
1,030
(774)
C
895,365
14.52%
682,365
67,917
9.95%
71 / 85
Total Level 3 Securities Available for Sale
$
18,525
$
12,760
$
(5,765)

*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 ~~5.14%~~6.57% to ~~14.83%~~14.82% 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, ~~2020 is~~2021 was not active and markets for similar securities ~~are~~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, ~~2020,~~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 ~~utilizes on~~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, ~~2019~~2020 and September 30, ~~2020.~~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 ~~2020.~~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

~~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)
September 30, 2020
December 31, 2019
Non-interest bearing demand deposits:
Retail
$
419,935
31%
$
294,649
26%
Interest-bearing deposits:
Demand
197,177
14%
159,567
14%
Money Market:
Retail
340,095
25%
275,007
24%
Savings deposits
184,389
13%
158,918
14%
Time deposits less than $100,000:
Retail
91,255
7%
96,198
8%
Time deposits $100,000 or more:
Retail
144,433
10%
147,692
13%
Brokered
—
0%
10,000
1%
Total Deposits
$
1,377,284
100%
$
1,142,031
100%

Total deposits at September 30, ~~2020~~2021 increased by ~~$235.3~~$22.1 million when compared to deposits at December 31, ~~2019.~~2020. During the first nine months of ~~2020,~~2021, non-interest-bearing deposits increased by ~~$125.3 million. This growth was~~$71.0 million, driven by ~~our~~ retail and commercial ~~markets as well as deposits from PPP loans.~~account growth partially attributable to government stimulus programs. Traditional savings accounts increased by ~~$25.5~~$37.4 million as we ~~continue~~continued to see significant growth in our Prime Saver ~~product. Total~~product, and total demand deposits increased by ~~$37.6 million and total~~$10.8 million. Total money market accounts ~~increased~~decreased by ~~$65.1~~$43.0 million due primarily to ~~growth~~management’s decision to sweep approximately $70.0 million of wealth management money market funds off balance sheet in ~~our variable rate Value Money Market account.~~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. Time deposits ~~less than $100,000~~ decreased by ~~$4.9~~$54.1 million, ~~and time deposits greater than $100,000 decreased by $13.3 million. The decline~~primarily in time deposits ~~greater than~~over $100,000, ~~was~~ due to ~~a local municipality utilizing a maturing certificate of deposit for cash needs during this unprecedented economic environment as well as our~~ repayment of ~~the full outstanding balance of~~a $10.0 million ~~in a~~ brokered CD ~~that matured~~ in May ~~2020.~~2021 and as we continued to reduce pricing on single-service relationships and municipal bids.

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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
Securities sold under agreements to repurchase	$	72,396	$	49,160
Total short-term borrowings		72,396		49,160
FHLB advances	$	—	$	70,000
Junior subordinated debt		30,929		30,929
Total long-term borrowings	$	30,929	$	100,929

(in thousands)
September 30,
‎2020
December 31,
‎2019
Securities sold under agreements to repurchase
$
52,589
$
48,728
Total short-term borrowings
52,589
48,728
FHLB advances
$
70,000
$
70,000
Junior subordinated debt
30,929
30,929
Total long-term borrowings
$
100,929
$
100,929

Total short-term borrowings increased by ~~$3.9~~$23.2 million during the first nine months of ~~2020.~~2021. This increase iswas due to ~~the increase in our Treasury Management overnight investment sweep as we saw growth in~~increased cash balances from our existing ~~municipality~~ accounts. Long-term borrowings ~~remained constant~~decreased $70.0 million as management made the strategic decision to deploy excess cash and prepay the FHLB advances during the ~~first nine months of 2020.~~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.

~~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.

1.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, SunTrust and Zions National Bank).

2.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.

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

4.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.

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

6.~~Federal Reserve PPPLF – provides funding and uses SBA PPP loans as collateral at 100% value~~

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.

~~Please refer to the section~~Table of ~~this Item 2 entitled “~~Contents~~Response to COVID-19”~~ ~~for more details on our primary sources of liquidity.~~

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, ~~2020,~~2021, 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.

~~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 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 rateswill 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, ~~2020~~2021 and December 31, ~~2019,~~2020, management estimated the following changes in net interest income, assuming the indicated rate changes:


(Dollars in thousands)	September 30, 2021		December 31, 2020
+400 basis points	$	3,598	$	5,124
+300 basis points	$	2,896	$	4,067
+200 basis points	$	2,097	$	2,897
+100 basis points	$	1,022	$	1,527
-100 basis points	$	(2,952)	$	(2,174)

(Dollars in thousands)
September 30,
‎2020
December 31,
‎2019
+400 basis points
$
7,719
$
1,500
+300 basis points
$
5,978
$
1,381
+200 basis points
$
4,097
$
1,075
+100 basis points
$
2,043
$
645
-100 basis points
$
(1,841)
$
(2,477)

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, ~~2019.~~2020. Our NII simulation analysis as of December 31, ~~2019~~2020 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, ~~2019~~2020 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, ~~2020,~~2021, the Bank had ~~$145.0~~$130.0 million available through unsecured lines of credit with correspondent banks, ~~$1.1~~$1.0 million available through a secured line of credit with the Fed Discount Window and approximately ~~$137.5~~$189.0 million available through the ~~FHLB~~. 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 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, ~~2020,~~2021, both the Bank and First United Corporation are considered to be well-capitalized.

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The following table presents our capital ratios as of the dates indicated:


	September 30, 2021		December 31, 2020		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	%
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	%
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	%
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	%

September 30,
‎2020
December 31,
‎2019
Required for
‎Capital
‎Adequacy
‎Purposes
Required
‎to be Well
‎Capitalized
Total Capital (to risk-weighted assets)
Consolidated
16.14%
16.29%
8.00%
10.00%
First United Bank & Trust
15.36%
15.60%
8.00%
10.00%
Tier 1 Capital (to risk-weighted assets)
Consolidated
14.89%
15.17%
6.00%
8.00%
First United Bank & Trust
14.11%
14.44%
6.00%
8.00%
Common Equity Tier 1 Capital (to risk-weighted assets)
Consolidated
12.59%
12.79%
4.50%
6.50%
First United Bank & Trust
14.11%
14.44%
4.50%
6.50%
Tier 1 Capital (to average assets)
Consolidated
10.37%
11.77%
4.00%
5.00%
First United Bank & Trust
9.64%
10.99%
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, ~~2020~~2021 to December 31, ~~2019,~~2020, short-term borrowings increased ~~$3.9~~by $23.2 million ~~primarily~~during the first nine months of 2021. This increase was due to ~~the increase in our Treasury Management overnight investment sweep accounts as we saw growth in~~increased cash balances from our existing ~~municipality~~ 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

~~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
Residential Mortgage - home equity	$	64,316	$	59,615
Residential Mortgage - construction		21,210		12,220
Commercial		139,233		125,294
Consumer - personal credit lines		4,654		4,314
Standby letters of credit		16,731		17,675
Total	$	246,144	$	219,118

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(in thousands)
September 30,
‎2020
December 31,
‎2019
Residential Mortgage - home equity
$
57,294
$
53,827
Residential Mortgage - construction
10,919
4,995
Commercial
123,192
85,089
Consumer - personal credit lines
4,266
3,903
Standby letters of credit
11,690
9,112
Total
$
207,361
$
156,926

The increase of ~~$50.4~~$27.0 million in commitments at September 30, ~~2020~~2021 when compared to December 31, ~~2019~~2020 was due to ~~increased~~continued demand for consumer and commercial construction funding during the first nine months of ~~2020.~~2021. Management will continue to monitor these ~~balances as the COVID-19 pandemic has slowed the underlying projects and disbursements of funds.~~
‎balances.

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, ~~2019~~2020 under the heading “Market Risk and Interest Sensitivity” both of which are incorporated in this Item 3 by reference.

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, ~~2020~~2021 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 ~~quarter~~nine months ended September 30, ~~2020,~~2021, 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.

On September 4, 2020, Driver Opportunity Partners I LP (“Driver”) filed a lawsuit against the Corporation, all of its current directors, and former directors Robert W. Kurtz and Elaine L. McDonald (the individuals being collectively referred to as the “Director Defendants”) in the United States District Court for the District of Maryland and styled ~~Driver Opportunity Partners I LP v. First United Corp., et al.~~, No. 1:20-cv-2575 RDB (the “Driver Litigation”). Driver’s complaint follows a lawsuit filed by the Corporation in May 2020 against Driver and affiliated persons seeking a declaration that Driver’s acquisition of approximately 5.1% of the Corporation’s outstanding common stock during 2019 violated Maryland law, rendering those shares ineligible to be voted for five years, including at the 2020 Meeting. In connection with the 2020 Meeting, Driver ran a proxy contest seeking to replace three of the Corporation’s directors with nominees of its own. The declaratory relief action, now pending in the same court, is captioned ~~First United Corp. v. Driver Opportunity Partners I LP, et al., No. 1:20-cv-2592-RDB.~~

For its complaint, Driver alleges that certain acts and omissions of the Corporation and/or the Director Defendants in connection with the 2020 Meeting and/or in response to Driver’s proxy contest (i) constituted breaches of fiduciary duties allegedly owed to Driver by the Director Defendants, (ii) constituted abuses of process by the Corporation, (iii) constituted malicious prosecution of Driver by the Corporation, (iv) defamed Driver, (v) tortuously interfered with Driver’s economic relations, (vi) constituted unfair competition, and (vii) resulted in the Defendant Directors being unjustly enriched. Driver seeks unspecified compensatory and punitive damages and asks the court to vacate the results of director election at the 2020 Meeting and order a new meeting of shareholders for the purpose of electing directors.

The Corporation and the Director Defendants believe that Driver’s claims lack merit and intend to defend the lawsuit vigorously. The Company maintains insurance coverages that it believes will cover portions of the legal expenses associated with the Driver Litigation and any damages that might be awarded to Driver. The Corporation has certain obligations both to indemnify and to advance defense expenses to each of the Director Defendants to the fullest extent permissible under Maryland law, and the Corporation intends to honor those obligations. It is not possible at this time for the Corporation to assess the likelihood of success of any of its and the Defendant Directors’ defenses or, thus, the outcome of the litigation, or the amount of legal fees that it and the Director Defendants will incur in defending the Driver Litigation.

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, ~~2019.~~2020. Management does not believe that any material changes in our risk factors have occurred since they were last disclosed except as follows.

~~Risks Relating to First United Corporation and its Affiliates~~

~~First United Corporation will likely incur significant expenses and faces the possibility of damages in connection with recent litigation.~~

As discussed in in Item 1 of Part II of this report, the Corporation, its directors, and two former directors have been sued by Driver. The Driver Litigation will likely be time consuming and involve significant defense and other costs. We cannot predict what expenses that we might incur in connection with the Driver Litigation. The Driver Litigation, if decided adversely to us, could result in significant monetary damages and reputational harm and require us to incur significant expenses related to holding a new meeting of shareholders, if the court were to order such a meeting as part of the relief granted. Subject to certain conditions imposed by Maryland law, our bylaws require us to indemnify and advance expenses to each of the current and former directors who are parties to the Driver Litigation. Further, our insurance policies might not cover all expenses and/or claims that have been or might be brought against us and the individual defendants, and insurance coverage might not continue to be available to us at a reasonable cost. As a result, we are exposed to the possibility of substantial uninsured liabilities in connection with the Driver Litigation, including pursuant to our indemnification obligations, which could materially and adversely affect our business, prospects, results of operations and financial condition.

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

None.

The following table provides information about shares of common stock purchased by or on behalf of First United Corporation and its affiliates (as defined by Exchange Act Rule 10b-18) during the three-month period ended September 30, 2020:

Issuer Purchases of Equity Securities
Period
Total Number of Shares (or Units) Purchased (1)
Average Price Paid per Share (or Unit)
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
July 2020
—
—
—
367,581
August 2020
4,031
11.40
4,031
513,550
September 2020
30,065
$
11.41
30,065
483,485
Total
34,096
$
11.41
34,096
483,485

~~(1)~~The shares were purchased by the Trust Department of First United Bank & Trust (the “Trust Department”) in open-market transactions using assets in the First United Corporation noncontributory defined benefit pension plan (the “Pension Plan”). On November 20, 2019, the Board of Directors of First United Corporation authorized the Trust Department, which administers the Pension Plan, to use up to 10% of the Pension Plan’s assets to purchase up to 150,000 shares of common stock, to be held as an investment in the Pension Plan. Such authorization, which was publicly announced, permits the Trust Department to purchase the shares in open market transactions or privately-negotiated transactions at such times, in such amounts, at such prices, and upon such other terms as are determined in the discretion of the Trust Department. On August 26, 2020, the Board of Directors of First United Corporation authorized the Trust Department to purchase up to an additional 150,000 shares of common stock, to be held as an investment in the Pension Plan. In addition to the foregoing, the Board of Directors of the Corporation authorized, on April 30, 2020, the Corporation to purchase up to an aggregate of 354,449 shares of its common stock over a 12 month period. On November 20, 2019, the Board voted to increase the number of shares that may be purchased to 500,000 shares and to extend the term of the repurchase program through November 20, 2020. All of these authorizations were publicly announced.

Item 3. Defaults upon Senior Securities

None.

~~None.~~

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

~~None.~~Table of Contents

Item 6. Exhibits

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


Exhibit		Description
			~~Description~~
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	~~101.INS~~		Inline XBRL Instance Document (filed herewith)
101.SCH	~~101.SCH~~		Inline XBRL Taxonomy Extension Schema (filed herewith)
101.CAL	~~101.CAL~~		Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)
101.DEF	~~101.DEF~~		Inline XBRL Taxonomy Extension Definition Linkbase (filed herewith)
101.LAB	~~101.LAB~~		Inline XBRL Taxonomy Extension Label Linkbase (filed herewith)
101.PRE	~~101.PRE~~		Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)
104	~~104~~		The cover page of First United Corporation’s Quarterly Report on Form 10Q for the quarter ended September 30, ~~2020,~~2021 formatted in Inline XBRL, included within the Exhibit 101 attachments (filed herewith).

‎

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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
	~~FIRST UNITED CORPORATION~~

Date: November 9, 2021
~~Date: November 10, 2020~~	/s/ Carissa L. Rodeheaver
	Carissa L. Rodeheaver, CPA ~~CFP~~
	Chairman of the Board, President and Chief Executive Officer
	(Principal Executive Officer)

	~~(Principal Executive Officer)~~
Date: November 9, 2021

~~Date: November 10, 2020~~	/s/ Tonya K. Sturm
	Tonya K. Sturm, Senior Vice President,
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

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