株探米国株
英語
エドガーで原本を確認する
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Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

        For quarterly period ended September 30, 2024

◻    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)

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​

​

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Maryland

    

52-1380770

(State or other jurisdiction of
incorporation or organization)

​

(I. R. S. Employer Identification No.)

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19 South Second Street, Oakland, Maryland

​

21550-0009

(Address of principal executive offices)

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(Zip Code)

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(800) 470-4356

(Registrant’s telephone number, including area code)

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

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​

​

​

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Title of each class

    

Trading Symbols

    

Name of each exchange on which registered

Common Stock

​

FUNC

​

Nasdaq Stock Market

​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑  No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑   No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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​

​

Large Accelerated filer ◻

Accelerated Filer ◻

Non-Accelerated filer ☑

Smaller Reporting Company ☑

Emerging Growth Company ◻

​

​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ◻   No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:   6,468,625 shares of common stock, par value $0.01 per share, as of October 31, 2024.

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Table of Contents

INDEX TO QUARTERLY REPORT

FIRST UNITED CORPORATION

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Page

PART I. FINANCIAL INFORMATION

3

Item 1.

Financial Statements (unaudited)

3

​

Consolidated Statements of Financial Condition – September 30, 2024 and December 31, 2023

3

​

Consolidated Statements of Operations – for the nine and three months ended September 30, 2024 and 2023

4

​

Consolidated Statements of Comprehensive Income – for the nine and three months ended September 30, 2024 and 2023

6

​

Consolidated Statements of Changes in Shareholders’ Equity – for the nine and three months ended September 30, 2024 and 2023

8

​

Consolidated Statements of Cash Flows – for the nine months ended September 30, 2024 and 2023

10

​

Notes to Consolidated Financial Statements

11

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

47

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

69

Item 4.

Controls and Procedures

69

​

​

​

PART II. OTHER INFORMATION

70

Item 1.

Legal Proceedings

70

Item 1A.

Risk Factors

70

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

70

Item 3.

Defaults upon Senior Securities

70

Item 4.

Mine Safety Disclosures

70

Item 5.

Other Information

70

Item 6.

Exhibits

70

SIGNATURES

71

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2

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

First United Corporation and Subsidiaries

Consolidated Statements of Financial Condition

(In thousands, except share data - Unaudited)

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​

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​

​

​

​

​

​

​

    

September 30,
2024

    

December 31,
2023

​

​

​

​

​

​

Assets

​

​

​

​

​

​

Cash and due from banks

​

$

61,140

​

$

48,343

Interest bearing deposits in banks

​

​

1,252

​

​

1,410

Cash and cash equivalents

​

​

62,392

​

​

49,753

Investment securities – available for sale (at fair value)

​

​

93,160

​

​

97,169

Investment securities – held to maturity, net of allowance for credit losses of $59 at September 30, 2024 and $45 at December 31, 2023 (fair value $149,348 at September 30, 2024 and $184,415 at December 31, 2023)

​

​

174,054

​

​

214,297

Restricted investment in bank stock, at cost

​

​

5,765

​

​

5,250

Loans held for sale

​

​

232

​

​

443

Loans

​

​

1,447,883

​

​

1,406,667

Unearned fees

​

​

(333)

​

​

(340)

Allowance for credit losses

​

​

(18,010)

​

​

(17,480)

Net loans

​

​

1,429,540

​

​

1,388,847

Premises and equipment, net

​

​

30,704

​

​

31,459

Goodwill and other intangibles

​

​

11,856

​

​

12,103

Bank owned life insurance

​

​

48,608

​

​

47,607

Deferred tax assets

​

​

9,357

​

​

11,133

Other real estate owned, net

​

​

2,860

​

​

4,493

Right of use assets

​

​

1,163

​

​

1,367

Pension asset

​

​

16,268

​

​

11,208

Accrued interest receivable

​

​

7,054

​

​

7,487

Other assets

​

​

23,113

​

​

23,244

Total Assets

​

$

1,916,126

​

$

1,905,860

Liabilities and Shareholders’ Equity

​

​

​

​

​

​

Liabilities:

​

​

​

​

​

​

Non-interest bearing deposits

​

$

419,437

​

$

427,670

Interest bearing deposits

​

​

1,120,958

​

​

1,123,307

Total deposits

​

​

1,540,395

​

​

1,550,977

Short-term borrowings

​

​

50,206

​

​

45,418

Long-term borrowings

​

​

120,929

​

​

110,929

Operating lease liability

​

​

1,343

​

​

1,556

SERP deferred compensation

​

​

10,022

​

​

9,777

Allowance for credit losses on off-balance sheet credit exposures

​

​

856

​

​

873

Accrued interest payable

​

​

1,854

​

​

612

Other liabilities

​

​

15,118

​

​

22,515

Dividends payable

​

​

1,424

​

​

1,330

Total Liabilities

​

​

1,742,147

​

​

1,743,987

Shareholders’ Equity:

​

​

​

​

​

​

Common Stock – par value $0.01 per share; Authorized 25,000,000 shares; issued and outstanding 6,468,625 shares at September 30, 2024 and 6,639,888 at December 31, 2023

​

​

65

​

​

66

Surplus

​

​

20,288

​

​

23,734

Retained earnings

​

​

184,239

​

​

173,900

Accumulated other comprehensive loss

​

​

(30,613)

​

​

(35,827)

Total Shareholders’ Equity

​

​

173,979

​

​

161,873

Total Liabilities and Shareholders’ Equity

​

$

1,916,126

​

$

1,905,860

​

See accompanying notes to the consolidated financial statements

3

Table of Contents

First United Corporation and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share data)

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

​

September 30,

​

    

2024

    

2023

​

​

(Unaudited)

Interest income

​

​

​

​

​

​

Interest and fees on loans

​

$

60,457

​

$

50,279

Interest on investment securities

​

​

​

​

​

​

Taxable

​

​

5,088

​

​

5,339

Exempt from federal income tax

​

​

162

​

​

661

Total investment income

​

​

5,250

​

​

6,000

Other

​

​

2,561

​

​

2,686

Total interest income

​

​

68,268

​

​

58,965

Interest expense

​

​

​

​

​

​

Interest on deposits:

​

​

​

​

​

​

Savings

​

​

138

​

​

189

Interest-bearing transaction accounts

​

​

15,109

​

​

8,912

Time deposits

​

​

3,996

​

​

3,599

Total interest on deposits

​

​

19,243

​

​

12,700

Interest on short-term borrowings

​

​

1,437

​

​

93

Interest on long-term borrowings

​

​

3,310

​

​

3,496

Total Interest Expense

​

​

23,990

​

​

16,289

Net Interest income

​

​

44,278

​

​

42,676

Credit loss expense - loans

​

​

2,407

​

​

1,170

Credit loss expense - debt securities held to maturity

​

​

14

​

​

45

Credit loss credit - off-balance sheet credit exposures

​

​

(17)

​

​

(14)

Total credit loss expense

​

​

2,404

​

​

1,201

Net interest income after provision for credit losses

​

​

41,874

​

​

41,475

Other operating income

​

​

​

​

​

​

Net gains on sales of residential mortgage loans

​

​

282

​

​

322

Net gains

​

​

282

​

​

322

Other Income

​

​

​

​

​

​

Service charges on deposit accounts

​

​

1,667

​

​

1,631

Other service charges

​

​

676

​

​

706

Trust department

​

​

6,771

​

​

6,134

Debit card income

​

​

2,931

​

​

2,981

Bank owned life insurance

​

​

1,000

​

​

936

Brokerage commissions

​

​

1,154

​

​

800

Other

​

​

288

​

​

350

Total other income

​

​

14,487

​

​

13,538

Total other operating income

​

​

14,769

​

​

13,860

Other operating expenses

​

​

​

​

​

​

Salaries and employee benefits

​

​

21,573

​

​

21,130

FDIC premiums

​

​

810

​

​

724

Equipment expense

​

​

2,185

​

​

2,245

Occupancy expense of premises

​

​

2,315

​

​

2,272

Data processing expense

​

​

4,073

​

​

4,000

Marketing expense

​

​

469

​

​

522

Professional services

​

​

1,412

​

​

1,502

Contract labor

​

​

416

​

​

446

Telephone

​

​

309

​

​

341

Other real estate owned expense, net

​

​

224

​

​

281

Investor relations

​

​

228

​

​

280

Contributions

​

​

181

​

​

217

Other

​

​

3,364

​

​

3,974

Total other operating expenses

​

​

37,559

​

​

37,934

Income before income tax expense

​

​

19,084

​

​

17,401

Provision for income tax expense

​

​

4,701

​

​

4,099

Net Income

​

$

14,383

​

$

13,302

Basic net income per share

​

$

2.20

​

$

1.99

Diluted net income per share

​

$

2.19

​

$

1.98

Weighted average number of basic shares outstanding

​

​

6,546

​

​

6,698

Weighted average number of diluted shares outstanding

​

​

6,558

​

​

6,714

Dividends declared per common share

​

$

0.62

​

$

0.60

​

See accompanying notes to the consolidated financial statements

​

4

Table of Contents

First United Corporation and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share data)

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

September 30,

​

    

2024

    

2023

​

​

(Unaudited)

Interest income

​

​

​

​

​

​

Interest and fees on loans

​

$

21,018

​

$

18,055

Interest on investment securities

​

​

​

​

​

​

Taxable

​

​

1,647

​

​

1,792

Exempt from federal income tax

​

​

56

​

​

123

Total investment income

​

​

1,703

​

​

1,915

Other

​

​

536

​

​

1,194

Total interest income

​

​

23,257

​

​

21,164

Interest expense

​

​

​

​

​

​

Interest on deposits:

​

​

​

​

​

​

Savings

​

​

45

​

​

54

Interest-bearing transaction accounts

​

​

5,397

​

​

3,784

Time deposits

​

​

1,137

​

​

1,834

Total interest on deposits

​

​

6,579

​

​

5,672

Interest on short-term borrowings

​

​

467

​

​

33

Interest on long-term borrowings

​

​

983

​

​

1,475

Total Interest Expense

​

​

8,029

​

​

7,180

Net Interest income

​

​

15,228

​

​

13,984

Credit loss expense - loans

​

​

195

​

​

322

Credit loss expense - debt securities held to maturity

​

​

14

​

​

45

Credit loss expense/(credit) - off-balance sheet credit exposures

​

​

55

​

​

(104)

Total credit loss expense

​

​

264

​

​

263

Net interest income after provision for credit losses

​

​

14,964

​

​

13,721

Other operating income

​

​

​

​

​

​

Gains on sales of residential mortgage loans

​

​

141

​

​

182

Net gains

​

​

141

​

​

182

Other Income

​

​

​

​

​

​

Service charges on deposit accounts

​

​

555

​

​

569

Other service charges

​

​

236

​

​

230

Trust department

​

​

2,328

​

​

2,139

Debit card income

​

​

1,000

​

​

995

Bank owned life insurance

​

​

340

​

​

320

Brokerage commissions

​

​

297

​

​

245

Other

​

​

156

​

​

218

Total other income

​

​

4,912

​

​

4,716

Total other operating income

​

​

5,053

​

​

4,898

Other operating expenses

​

​

​

​

​

​

Salaries and employee benefits

​

​

7,160

​

​

6,964

FDIC premiums

​

​

256

​

​

254

Equipment

​

​

627

​

​

718

Occupancy

​

​

709

​

​

745

Data processing

​

​

1,333

​

​

1,388

Marketing

​

​

151

​

​

242

Professional services

​

​

477

​

​

488

Contract labor

​

​

149

​

​

155

Telephone

​

​

97

​

​

115

Other real estate owned expense, net

​

​

124

​

​

139

Investor relations

​

​

84

​

​

74

Contributions

​

​

65

​

​

74

Other

​

​

1,082

​

​

1,429

Total other operating expenses

​

​

12,314

​

​

12,785

Income before income tax expense

​

​

7,703

​

​

5,834

Provision for income tax expense

​

​

1,932

​

​

1,321

Net Income

​

$

5,771

​

$

4,513

Basic net income per common share

​

$

0.89

​

$

0.67

Diluted net income per common share

​

$

0.89

​

$

0.67

Weighted average number of basic shares outstanding

​

​

6,468

​

​

6,714

Weighted average number of diluted shares outstanding

​

​

6,482

​

​

6,728

Dividends declared per common share

​

$

0.22

​

$

0.20

​

See accompanying notes to the consolidated financial statements

5

Table of Contents

​

First United Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(In thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

​

September 30,

​

​

2024

​

2023

Comprehensive Income

​

(Unaudited)

Net Income

​

$

14,383

​

$

13,302

Other comprehensive income/(loss), net of tax and reclassification adjustments:

​

​

​

​

​

​

Available for sale securities:

​

​

​

​

​

​

Unrealized holding gains/(losses) on investments with credit related impairment

​

$

103

​

$

(777)

Reclassification adjustment for accretable yield realized in income

​

​

152

​

​

152

Other comprehensive loss on investments with credit related impairment

​

​

(49)

​

​

(929)

​

​

​

​

​

​

​

Unrealized holding gains/(losses) on all other AFS investments

​

$

2,044

​

$

(5,065)

Other comprehensive income/(loss) on all other AFS investments

​

​

2,044

​

​

(5,065)

​

​

​

​

​

​

​

Held to Maturity Securities

​

​

​

​

​

​

Unrealized holding gains on securities transferred to held to maturity

​

$

—

​

$

—

Reclassification adjustment for amortization realized in income

​

​

(503)

​

​

(513)

Other comprehensive income on HTM investments

​

​

503

​

​

513

​

​

​

​

​

​

​

Cash flow hedges:

​

​

​

​

​

​

Unrealized holding (losses)/gains on cash flow hedges

​

$

(319)

​

$

30

Other comprehensive (loss)/income on cash flow hedges

​

​

(319)

​

​

30

​

​

​

​

​

​

​

Pension plan liability:

​

​

​

​

​

​

Unrealized holding gains/(losses) on pension plan liability

​

$

4,181

​

$

(1,250)

Reclassification adjustment for amortization of unrecognized losses realized in income

​

​

(608)

​

​

(750)

Other comprehensive income/(loss) on pension plan liability

​

​

4,789

​

​

(500)

​

​

​

​

​

​

​

SERP liability:

​

​

​

​

​

​

Unrealized holding gains on SERP liability

​

$

—

​

$

—

Reclassification adjustment for amortization of unrealized (losses)/gains realized in income

​

​

(118)

​

​

6

Other comprehensive income/(loss) on SERP liability

​

​

118

​

​

(6)

Other comprehensive income/(loss) before income tax

​

​

7,086

​

​

(5,957)

Income tax effect related to other comprehensive income/(loss)

​

​

(1,872)

​

​

1,410

​

​

​

​

​

​

​

Other comprehensive income/(loss), net of tax

​

​

5,214

​

​

(4,547)

Comprehensive income

​

$

19,597

​

$

8,755

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

See accompanying notes to the consolidated financial statements

​

6

Table of Contents

First United Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(In thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

September 30,

​

    

2024

    

2023

Comprehensive Income

​

(Unaudited)

Net Income

​

$

5,771

​

$

4,513

Other comprehensive income/(loss), net of tax and reclassification adjustments:

​

​

​

​

​

​

Available for sale securities:

​

​

​

​

​

​

Unrealized holding gains on investments with credit related impairment

​

$

740

​

$

633

Reclassification adjustment for accretable yield realized in income

​

​

51

​

​

51

Other comprehensive income on investments with credit related impairment

​

​

689

​

​

582

​

​

​

​

​

​

​

Unrealized holding gains/(losses) on all other AFS investments

​

$

3,384

​

$

(4,183)

Other comprehensive income/(loss) on all other AFS investments

​

​

3,384

​

​

(4,183)

​

​

​

​

​

​

​

Held to Maturity Securities

​

​

​

​

​

​

Unrealized holding gains on HTM investments

​

$

—

​

$

—

Reclassification adjustment for amortization realized in income

​

​

(182)

​

​

(167)

Other comprehensive income on HTM investments

​

​

182

​

​

167

​

​

​

​

​

​

​

Cash flow hedges:

​

​

​

​

​

​

Unrealized holding (losses)/gains on cash flow hedges

​

$

(323)

​

$

14

Other comprehensive (loss)/income on cash flow hedges

​

​

(323)

​

​

14

​

​

​

​

​

​

​

Pension plan liability:

​

​

​

​

​

​

Unrealized holding gains/(losses) on pension plan liability

​

$

3,229

​

$

(1,352)

Reclassification adjustment for amortization of unrecognized losses realized in income

​

​

(202)

​

​

(251)

Other comprehensive income/(loss) on pension plan liability

​

​

3,431

​

​

(1,101)

​

​

​

​

​

​

​

SERP liability:

​

​

​

​

​

​

Unrealized holding gains on SERP liability

​

$

—

​

$

—

Reclassification adjustment for amortization of unrealized (losses)/gains realized in income

​

​

(39)

​

​

2

Other comprehensive income/(loss) on SERP liability

​

​

39

​

​

(2)

​

​

​

​

​

​

​

Other comprehensive income/(loss) before income tax

​

​

7,402

​

​

(4,523)

Income tax effect related to other comprehensive income/(loss)

​

​

(1,955)

​

​

1,060

​

​

​

​

​

​

​

Other comprehensive income/(loss), net of tax

​

​

5,447

​

​

(3,463)

Comprehensive income

​

$

11,218

​

$

1,050

​

​

​

See accompanying notes to the consolidated financial statements

​

7

Table of Contents

First United Corporation and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

(In thousands, except per share data)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Common
Stock

    

Surplus

    

Retained
Earnings

    

Accumulated
Other
Comprehensive
Loss

    

Total
Shareholders'
Equity

Balance at January 1, 2024

​

$

66

​

$

23,734

​

$

173,900

​

$

(35,827)

​

$

161,873

Net income

​

​

​

​

​

​

​

​

3,698

​

​

​

​

​

3,698

Other comprehensive income

​

​

​

​

​

​

​

​

​

​

​

1,105

​

​

1,105

Stock based compensation

​

​

​

​

​

57

​

​

​

​

​

​

​

​

57

Common stock issued - 8,757 shares

​

​

​

​

​

74

​

​

​

​

​

​

​

​

74

Common stock dividend declared - $0.20 per share

​

​

​

​

​

​

​

​

(1,326)

​

​

​

​

​

(1,326)

Balance at March 31, 2024

​

$

66

​

$

23,865

​

$

176,272

​

$

(34,722)

​

$

165,481

Net income

​

​

​

​

​

​

​

​

4,914

​

​

​

​

​

4,914

Other comprehensive loss

​

​

​

​

​

​

​

​

​

​

​

(1,338)

​

​

(1,338)

Stock based compensation

​

​

​

​

​

376

​

​

​

​

​

​

​

​

376

Common stock issued - 18,756 shares

​

​

​

​

​

70

​

​

​

​

​

​

​

​

70

Common stock repurchased - 201,800 shares

​

​

(1)

​

​

(4,031)

​

​

​

​

​

​

​

​

(4,032)

Common stock dividend declared - $0.20 per share

​

​

​

​

​

​

​

​

(1,294)

​

​

​

​

​

(1,294)

Balance at June 30, 2024

​

$

65

​

$

20,280

​

$

179,892

​

$

(36,060)

​

$

164,177

Net income

​

​

​

​

​

​

​

​

5,771

​

​

​

​

​

5,771

Other comprehensive income

​

​

​

​

​

​

​

​

​

​

​

5,447

​

​

5,447

Stock based compensation

​

​

​

​

​

(63)

​

​

​

​

​

​

​

​

(63)

Common stock issued - 2,964 shares

​

​

​

​

​

71

​

​

​

​

​

​

​

​

71

Common stock dividend declared- $0.22 per share

​

​

​

​

​

​

​

​

(1,424)

​

​

​

​

​

(1,424)

Balance at September 30, 2024

​

$

65

​

$

20,288

​

$

184,239

​

$

(30,613)

​

$

173,979

​

​

See accompanying notes to the consolidated financial statements

​

8

Table of Contents

First United Corporation and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

(In thousands, except per share data)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Common
Stock

    

Surplus

    

Retained
Earnings

    

Accumulated
Other
Comprehensive
Loss

    

Total
Shareholders'
Equity

Balance at January 1, 2023

​

$

67

​

$

24,409

​

$

166,343

​

$

(39,026)

​

$

151,793

Adoption of ASC 326- Financial Instruments- Credit Losses

​

​

​

​

​

​

​

​

(2,155)

​

​

​

​

​

(2,155)

Net income

​

​

​

​

​

​

​

​

4,375

​

​

​

​

​

4,375

Other comprehensive income

​

​

​

​

​

​

​

​

​

​

​

69

​

​

69

Stock based compensation

​

​

​

​

​

56

​

​

​

​

​

​

​

​

56

Common stock issued - 22,282 shares

​

​

​

​

​

64

​

​

​

​

​

​

​

​

64

Common stock dividend declared - $0.20 per share

​

​

​

​

​

​

​

​

(1,334)

​

​

​

​

​

(1,334)

Balance at March 31, 2023

​

$

67

​

$

24,529

​

$

167,229

​

$

(38,957)

​

$

152,868

Net income

​

​

​

​

​

​

​

​

4,414

​

​

​

​

​

4,414

Other comprehensive loss

​

​

​

​

​

​

​

​

​

​

​

(1,153)

​

​

(1,153)

Stock based compensation

​

​

​

​

​

298

​

​

​

​

​

​

​

​

298

Common stock issued - 18,416 shares

​

​

​

​

​

74

​

​

​

​

​

​

​

​

74

Common stock dividend declared - $0.20 per share

​

​

​

​

​

​

​

​

(1,345)

​

​

​

​

​

(1,345)

Balance at June 30, 2023

​

$

67

​

$

24,901

​

$

170,298

​

$

(40,110)

​

$

155,156

Net income

​

​

​

​

​

​

​

​

4,513

​

​

​

​

​

4,513

Other comprehensive loss

​

​

​

​

​

​

​

​

​

​

​

(3,463)

​

​

(3,463)

Stock based compensation

​

​

​

​

​

69

​

​

​

​

​

​

​

​

69

Common stock issued - 5,046 shares

​

​

​

​

​

80

​

​

​

​

​

​

​

​

80

Common stock repurchased - 1,298 shares

​

​

​

​

​

(21)

​

​

​

​

​

​

​

​

(21)

Common stock dividend declared- $0.20 per share

​

​

​

​

​

​

​

​

(1,344)

​

​

​

​

​

(1,344)

Balance at September 30, 2023

​

$

67

​

$

25,029

​

$

173,467

​

$

(43,573)

​

$

154,990

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

See accompanying notes to the consolidated financial statements

​

​

​

9

Table of Contents

​

First United Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

​

September 30,

​

    

2024

    

2023

​

​

(Unaudited)

Operating activities

​

​

​

​

​

​

Net income

​

$

14,383

​

$

13,302

Adjustments to reconcile net income to net cash provided by operating activities:

​

​

​

​

​

​

Provision for credit losses

​

​

2,404

​

​

1,201

Depreciation

​

​

2,633

​

​

2,528

Stock based compensation

​

​

370

​

​

423

Gains on sales of other real estate owned

​

​

(132)

​

​

(36)

Write-downs of other real estate owned, net

​

​

—

​

​

(55)

Originations of loans held for sale

​

​

(7,456)

​

​

(3,627)

Proceeds from sales of loans held for sale

​

​

7,949

​

​

3,741

Gains from sales of loans held for sale

​

​

(282)

​

​

(322)

Net accretion of investment securities discounts and premiums- AFS

​

​

(66)

​

​

(32)

Net accretion of investment securities discounts and premiums- HTM

​

​

(457)

​

​

(618)

Amortization of intangible assets

​

​

247

​

​

248

Earnings on bank owned life insurance

​

​

(1,000)

​

​

(936)

Amortization of deferred loan (fees)/costs, net

​

​

(137)

​

​

40

Amortization of operating lease right of use asset

​

​

204

​

​

249

Increase in accrued interest receivable and other assets

​

​

(957)

​

​

(1,754)

Deferred tax expense/(benefit)

​

​

1,776

​

​

(97)

Operating lease liability

​

​

(213)

​

​

(282)

(Decrease)/increase in accrued interest payable and other liabilities

​

​

(6,230)

​

​

2,793

Net cash provided by operating activities

​

​

13,036

​

​

16,766

Investing activities

​

​

​

​

​

​

Proceeds from maturities/calls of investment securities - AFS

​

​

6,069

​

​

5,320

Proceeds from maturities/calls of investment securities - HTM

​

​

42,557

​

​

24,537

Purchases of investment securities - HTM

​

​

(1,871)

​

​

(3,988)

Proceeds from sales of other real estate owned

​

​

1,834

​

​

172

Net increase in restricted stock

​

​

(515)

​

​

(4,224)

Net increase in loans

​

​

(43,032)

​

​

(101,320)

Purchases of premises and equipment

​

​

(1,878)

​

​

(346)

Net cash provided by/(used in) by investing activities

​

​

3,164

​

​

(79,849)

Financing activities

​

​

​

​

​

​

Net (decrease)/increase in deposits

​

​

(10,582)

​

​

4,336

Issuance of common stock

​

​

215

​

​

218

Cash dividends paid on common stock

​

​

(3,951)

​

​

(3,878)

Net increase/(decrease) in short-term borrowings

​

​

4,788

​

​

(11,235)

Stock repurchase

​

​

(4,031)

​

​

(21)

Proceeds from long-term borrowings

​

​

90,000

​

​

80,000

Payments of long-term borrowings

​

​

(80,000)

​

​

—

Net cash (used in)/provided by financing activities

​

​

(3,561)

​

​

69,420

Increase in cash and cash equivalents

​

​

12,639

​

​

6,337

Cash and cash equivalents at beginning of the year

​

​

49,753

​

​

74,315

Cash and cash equivalents at end of period

​

$

62,392

​

$

80,652

Supplemental information

​

​

​

​

​

​

Interest paid

​

$

22,748

​

$

16,406

Taxes paid

​

$

3,243

​

$

4,821

Non-cash investing activities:

​

​

​

​

​

​

Transfers from loans to other real estate owned

​

$

69

​

$

226

​

​

See accompanying notes to the consolidated financial statements

​

​

10

Table of Contents

FIRST UNITED CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 – Basis of Presentation

The financial information is presented in accordance with generally accepted accounting principles and general practice for financial institutions in the United States of America (“GAAP”).  First United Corporation has prepared these unaudited condensed consolidated financial statements in accordance with GAAP for interim financial information, rules of the Securities and Exchange Commission that permit reduced disclosure for interim periods, and Article 8 of Regulation S-X.  Operating results for the nine- and three-month periods ended September 30, 2024 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, 2023.

In preparing financial statements, management is required to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities as of the date of financial statements.  In addition, these estimates and assumptions affect revenues and expenses in the financial statements and, as such, actual results could differ from those estimates.

Certain reclassifications have been made to prior year amounts to conform with current year classifications.  These reclassifications did not have a material impact on the Corporation’s consolidated financial condition or results of operations.  

In the opinion of management, all adjustments (all of which are of a normal recurring nature) that are necessary for a fair statement are reflected in the unaudited condensed consolidated financial statements. 

Principles of Consolidation

The consolidated financial statements include the accounts of First United Corporation, First United Bank & Trust (the “Bank”), First United Statutory Trust I, First United Statutory Trust II, OakFirst Loan Center, LLC, OakFirst Loan Center, Inc., First OREO Trust and FUBT OREO I, LLC. All significant inter-company accounts and transactions have been eliminated.

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, 2024 and through the date these consolidated financial statements were issued, for items of potential recognition or disclosure.

Newly Adopted Pronouncements in 2024

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848):  Facilitation of Reference Rate Reform on Financial Reporting.”  The amendments in ASU 2020-04 provide optional guidance for a limited period of time to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting.  The amendments provide optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from the London Interbank Offered Rate (“LIBOR”) toward new interest rate benchmarks.  Modified contracts that meet certain scope guidance are eligible for relief from these modification accounting requirements in GAAP.  The optional guidance generally allows for the modified contract to be accounted for as a continuation of the existing contract and does not require contract remeasurement at the modification date or reassessment of a previous accounting determination.  The amendments in  ASU 2020-04 are effective for all entities between March 12, 2020 and December 31, 2022.  In December 2022, FASB issued ASU No. 2022-06: “Reference Rate Reform (Topic 848):  Deferral of the Sunset Date of Topic 848.”  The amendments in ASU 2020-06 defer the sunset date for applying the reference rate reform relief by two years to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848.

​

11

Table of Contents

The Corporation had no financial instruments tied to LIBOR at September 30, 2024.   The implementation of ASU 2020-04 did not have a material impact on our financial statements.

​

Note 2 – Accounting Statements Issued but Not Yet Adopted

In November 2023, FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280):  Improvement to Reportable Segment Disclosures.”  ASU 2023-07 expands segment disclosure requirements for public entities to require disclosure of significant segment expense and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.  ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within the fiscal years beginning after December 15, 2024.  Early adoption is permitted.  ASU 2023-07 is not expected to have a significant impact on our financial statements.

​

In December 2023, FASB issued ASU No. 2023-09, “Income Taxes (Topic 740):  Improvements to Income Tax Disclosures.”  ASU 2023-09 requires public business entities to disclose in their rate reconciliation table additional categories of information about Federal, state, and foreign income taxes and to provide more details about the reconciling items in some categories if items meet a quantitative threshold.  ASU 2023-09 also requires all entities to disclose income taxes paid, net of refunds, disaggregated by Federal, state, and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold, among other things.  ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. ASU 2023-09 is not expected to have a significant impact on our financial statements.

​

In March 2024, FASB issued ASU No. 2024-01, “Compensation- Stock Compensation (Topic 718):  Scope Application of Profits Interest and Similar Awards.”  ASU 2024-01 provides an illustrative example that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with Topic 718.   ASU 2024-01 is effective for fiscal years beginning after December 15, 2024.   ASU 2024-01 is not expected to have a significant impact on our financial statements.

​

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”). There were no anti-dilutive shares outstanding at September 30, 2024 or 2023.

​

12

Table of Contents

The following table sets forth the calculation of basic and diluted earnings per common share for the nine- and three-month periods ended September 30, 2024 and 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine months ended September 30,

​

​

2024

​

2023

​

    

​

​

    

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

​

$

14,383

​

6,546

​

$

2.20

​

$

13,302

​

6,698

​

$

1.99

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Diluted Earnings Per Share:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Restricted stock units

​

​

​

​

12

​

​

​

​

​

​

​

16

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income

​

$

14,383

​

6,558

​

$

2.19

​

$

13,302

​

6,714

​

$

1.98

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30,

​

​

2024

​

2023

​

​

​

​

​

Average

​

Per Share

​

​

​

​

Average

​

Per Share

(in thousands, except for per share amount)

​

Income

​

Shares

​

Amount

​

Income

​

Shares

​

Amount

Basic Earnings Per Share:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income

​

$

5,771

​

6,468

​

$

0.89

​

$

4,513

​

6,714

​

$

0.67

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Diluted Earnings Per Share:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Restricted stock units

​

​

​

​

14

​

​

​

​

​

​

​

14

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income

​

$

5,771

​

6,482

​

$

0.89

​

$

4,513

​

6,728

​

$

0.67

​

​

​

​

​

​

​

​

​

​

Note 4 – Investments

The following tables show a comparison of amortized cost and fair values of investment securities at September 30, 2024 and December 31, 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

    

Amortized
Cost

    

Gross
Unrealized
Gains

    

Gross
Unrealized
Losses

    

Allowance for Credit Losses

    

Estimated Fair Value

September 30, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Available for Sale:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S. government agencies

​

$

7,000

​

$

—

​

$

761

​

$

—

​

$

6,239

Residential mortgage-backed agencies

​

​

23,202

​

​

—

​

​

3,559

​

​

—

​

​

19,643

Commercial mortgage-backed agencies

​

​

35,721

​

​

—

​

​

7,368

​

​

—

​

​

28,353

Collateralized mortgage obligations

​

​

18,533

​

​

—

​

​

2,853

​

​

—

​

​

15,680

Obligations of states and political subdivisions

​

​

7,803

​

​

14

​

​

91

​

​

—

​

​

7,726

Corporate bonds

​

​

1,000

​

​

—

​

​

260

​

​

—

​

​

740

Collateralized debt obligations

​

​

18,658

​

​

—

​

​

3,879

​

​

—

​

​

14,779

Total available for sale

​

$

111,917

​

$

14

​

$

18,771

​

$

—

​

$

93,160

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

13

Table of Contents

(in thousands)

    

Amortized
Cost

    

Gross
Unrecognized
Gains

    

Gross
Unrecognized
Losses

    

Estimated Fair Value

    

Allowance for Credit Losses

September 30, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Held to Maturity:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S. government agencies

​

$

68,229

​

$

—

​

$

8,662

​

$

59,567

​

$

—

Residential mortgage-backed agencies

​

​

29,866

​

​

79

​

​

2,455

​

​

27,490

​

​

—

Commercial mortgage-backed agencies

​

​

21,177

​

​

—

​

​

5,008

​

​

16,169

​

​

—

Collateralized mortgage obligations

​

​

50,332

​

​

—

​

​

8,334

​

​

41,998

​

​

—

Obligations of states and political subdivisions

​

​

4,509

​

​

218

​

​

603

​

​

4,124

​

​

59

Total held to maturity

​

$

174,113

​

$

297

​

$

25,062

​

$

149,348

​

$

59

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

    

Amortized
Cost

    

Gross
Unrealized
Gains

    

Gross
Unrealized
Losses

    

Allowance for Credit Losses

    

Estimated Fair Value

December 31, 2023

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Available for Sale:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S. government agencies

​

$

7,000

​

$

—

​

$

966

​

$

—

​

$

6,034

Residential mortgage-backed agencies

​

​

24,781

​

​

—

​

​

4,218

​

​

—

​

​

20,563

Commercial mortgage-backed agencies

​

​

36,258

​

​

—

​

​

7,841

​

​

—

​

​

28,417

Collateralized mortgage obligations

​

​

19,725

​

​

—

​

​

3,369

​

​

—

​

​

16,356

Obligations of states and political subdivisions

​

​

10,486

​

​

15

​

​

189

​

​

—

​

​

10,312

Corporate bonds

​

​

1,000

​

​

—

​

​

222

​

​

—

​

​

778

Collateralized debt obligations

​

​

18,671

​

​

—

​

​

3,962

​

​

—

​

​

14,709

Total available for sale

​

$

117,921

​

$

15

​

$

20,767

​

$

—

​

$

97,169

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

    

Amortized
Cost

    

Gross
Unrecognized
Gains

    

Gross
Unrecognized
Losses

    

Estimated Fair Value

    

Allowance for Credit Losses

December 31, 2023

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Held to Maturity:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S. treasuries

​

$

37,462

​

$

—

​

$

243

​

$

37,219

​

$

—

U.S. government agencies

​

​

68,014

​

​

—

​

​

10,985

​

​

57,029

​

​

—

Residential mortgage-backed agencies

​

​

29,588

​

​

42

​

​

2,913

​

​

26,717

​

​

—

Commercial mortgage-backed agencies

​

​

21,413

​

​

—

​

​

5,361

​

​

16,052

​

​

—

Collateralized mortgage obligations

​

​

53,261

​

​

—

​

​

9,973

​

​

43,288

​

​

—

Obligations of states and political subdivisions

​

​

4,604

​

​

177

​

​

671

​

​

4,110

​

​

45

Total held to maturity

​

$

214,342

​

$

219

​

$

30,146

​

$

184,415

​

$

45

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

The Corporation utilizes FASB Accounting Standards Codification (“ASC”) Topic 326 to evaluate its available-for-sale (“AFS”) and held-to-maturity (“HTM”) debt security portfolio for expected credit losses. For AFS debt securities in an unrealized loss position, the Corporation first assesses whether it intends to sell, or whether it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either criteria is met, then the security’s amortized cost basis is written down to fair value through income. For AFS debt securities that do not meet the aforementioned criteria, the Corporation evaluates whether any decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, then the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security.

14

Table of Contents

If the present value of cash flows expected to be collected is less than the amortized cost basis, then a credit loss exists and an allowance for credit losses (“ACL”) is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an ACL is recognized in other comprehensive income as a non-credit-related impairment.

​

Changes in the ACL are recorded as a provision for (or reversal of) credit losses.  Losses are charged against the ACL when management believes the uncollectibility of an AFS security is confirmed or when either of the criteria regarding intent or requirement to sell is met.  Any impairment not recorded through an allowance for credit loss is recognized in other comprehensive income as a non-credit-related impairment.

​

The Corporation has made the policy election to exclude accrued interest from the amortized cost basis of AFS debt securities and report accrued interest separately in other assets in the Consolidated Balance Sheets.  AFS debt securities are placed on non-accrual status when we no longer expect to receive all contractual amounts due, which is generally at 90 days past due.  Accrued interest receivable is reversed against interest income when a security is placed on non-accrual status.  Accordingly, we do not recognize an allowance for credit loss against accrued interest receivable.

​

The Corporation separately evaluates its HTM investment securities for any credit losses.  The Corporation pools similar securities and calculates expected credit losses through an estimate based on a security’s credit rating, which is recognized as part of the ACL for HTM securities and is included in the balance of HTM securities held to maturity on the Consolidated Balance Sheets.  If the Corporation determines that a security indicates evidence of deteriorated credit quality, then the security is individually evaluated and a discounted cash flow analysis is performed and compared to the amortized cost basis.

​

The Corporation recorded ACL of approximately $59,000 as of September 30, 2024 and $45,000 as of  December 31, 2023, both related to one non-rated municipal bond in its HTM security portfolio.

​

​

15

Table of Contents

The following tables show the Corporation’s investment securities with gross unrealized and unrecognized losses and fair values at September 30, 2024 and December 31, 2023, 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, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Available for Sale:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S. government agencies

​

$

—

​

$

—

​

—

​

$

6,239

​

$

761

​

2

Residential mortgage-backed agencies

​

​

—

​

​

—

​

—

​

​

19,643

​

​

3,559

​

3

Commercial mortgage-backed agencies

​

​

—

​

​

—

​

—

​

​

28,353

​

​

7,368

​

8

Collateralized mortgage obligations

​

​

—

​

​

—

​

—

​

​

15,680

​

​

2,853

​

9

Obligations of states and political subdivisions

​

​

243

​

​

2

​

1

​

​

3,959

​

​

89

​

3

Corporate bonds

​

​

—

​

​

—

​

—

​

​

740

​

​

260

​

1

Collateralized debt obligations

​

​

—

​

​

—

​

—

​

​

14,779

​

​

3,879

​

9

Total available for sale

​

$

243

​

$

2

​

1

​

$

89,393

​

$

18,769

​

35

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Less than 12 months

​

12 months or more

(in thousands)

    

Fair
Value

    

Unrecognized
Losses

    

Number of
Investments

    

Fair
Value

    

Unrecognized
Losses

    

Number of
Investments

September 30, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Held to Maturity:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S. government agencies

​

$

—

​

$

—

​

—

​

$

59,567

​

$

8,662

​

9

Residential mortgage-backed agencies

​

​

—

​

​

—

​

—

​

​

21,549

​

​

2,455

​

35

Commercial mortgage-backed agencies

​

​

—

​

​

—

​

—

​

​

16,169

​

​

5,008

​

2

Collateralized mortgage obligations

​

​

—

​

​

—

​

—

​

​

41,998

​

​

8,334

​

8

Obligations of states and political subdivisions

​

​

—

​

​

—

​

—

​

​

2,277

​

​

603

​

1

Total held to maturity

​

$

—

​

$

—

​

—

​

$

141,560

​

$

25,062

​

55

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

16

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Less than 12 months

​

12 months or more

(in thousands)

    

Fair
Value

    

Unrealized
Losses

    

Number of
Investments

    

Fair
Value

    

Unrealized
Losses

    

Number of
Investments

December 31, 2023

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Available for Sale:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S. government agencies

​

$

—

​

$

—

​

—

​

$

6,034

​

$

966

​

2

Residential mortgage-backed agencies

​

​

—

​

​

—

​

—

​

​

20,563

​

​

4,218

​

3

Commercial mortgage-backed agencies

​

​

—

​

​

—

​

—

​

​

28,417

​

​

7,841

​

8

Collateralized mortgage obligations

​

​

—

​

​

—

​

—

​

​

16,356

​

​

3,369

​

9

Obligations of states and political subdivisions

​

​

1,445

​

​

20

​

2

​

​

6,668

​

​

169

​

3

Corporate Bonds

​

​

—

​

​

—

​

—

​

​

778

​

​

222

​

1

Collateralized debt obligations

​

​

—

​

​

—

​

—

​

​

14,709

​

​

3,962

​

9

Total available for sale

​

$

1,445

​

$

20

​

2

​

$

93,525

​

$

20,747

​

35

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Less than 12 months

​

12 months or more

(in thousands)

    

Fair
Value

    

Unrecognized
Losses

    

Number of
Investments

    

Fair
Value

    

Unrecognized
Losses

    

Number of
Investments

December 31, 2023

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Held to Maturity:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S. treasuries

​

$

—

​

$

—

​

—

​

$

37,219

​

$

243

​

4

U.S. government agencies

​

​

—

​

​

—

​

—

​

​

57,029

​

​

10,985

​

9

Residential mortgage-backed agencies

​

​

—

​

​

—

​

—

​

​

22,613

​

​

2,913

​

35

Commercial mortgage-backed agencies

​

​

—

​

​

—

​

—

​

​

16,052

​

​

5,361

​

2

Collateralized mortgage obligations

​

​

—

​

​

—

​

—

​

​

43,288

​

​

9,973

​

8

Obligations of states and political subdivisions

​

​

—

​

​

—

​

—

​

​

2,205

​

​

671

​

1

Total held to maturity

​

$

—

​

$

—

​

—

​

$

178,406

​

$

30,146

​

59

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

17

Table of Contents

The amortized cost and estimated fair value of securities by contractual maturity at September 30, 2024 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, 2024

(in thousands)

    

Amortized
Cost

    

Fair
Value

Contractual Maturity

​

​

​

​

​

​

Available for Sale:

​

​

​

​

​

​

Due in one year or less

​

$

1,270

​

$

1,270

Due after one year through five years

​

​

5,250

​

​

5,077

Due after five years through ten years

​

​

3,396

​

​

3,117

Due after ten years

​

​

24,545

​

​

20,020

​

​

​

34,461

​

​

29,484

Residential mortgage-backed agencies

​

​

23,202

​

​

19,643

Commercial mortgage-backed agencies

​

​

35,721

​

​

28,353

Collateralized mortgage obligations

​

​

18,533

​

​

15,680

Total available for sale

​

$

111,917

​

$

93,160

Held to Maturity:

​

​

​

​

​

​

Due after one year through five years

​

$

12,500

​

$

12,115

Due after five years through ten years

​

​

40,498

​

​

35,862

Due after ten years

​

​

19,740

​

​

15,714

​

​

​

72,738

​

​

63,691

Residential mortgage-backed agencies

​

​

29,866

​

​

27,490

Commercial mortgage-backed agencies

​

​

21,177

​

​

16,169

Collateralized mortgage obligations

​

​

50,332

​

​

41,998

Total held to maturity

​

$

174,113

​

$

149,348

​

​

​

At September 30, 2024 and December 31, 2023, AFS investment securities with a fair value of $76.5 and $50.5 million, respectively, and HTM investment securities with a book value of $162.8 and $141.8 million, respectively, were pledged as permitted or required to secure public deposits, for securities sold under agreements to repurchase as required or permitted by law and as collateral for borrowing capacity.

​

​

18

Table of Contents

Note 5 – Loans and Related Allowance for Credit Losses

The following table summarizes the primary segments of the loan portfolio at September 30, 2024 and December 31, 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

    

Commercial
Real Estate

    

Acquisition
and
Development

    

Commercial
and
Industrial

    

Residential
Mortgage

    

Consumer

    

Total

September 30, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Individually evaluated for impairment

​

$

599

​

$

—

​

$

4,849

​

$

1,993

​

$

—

​

$

7,441

Collectively evaluated for impairment

​

​

502,229

​

​

92,909

​

​

273,145

​

​

517,175

​

​

54,984

​

​

1,440,442

Total loans

​

$

502,828

​

$

92,909

​

$

277,994

​

$

519,168

​

$

54,984

​

$

1,447,883

December 31, 2023

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Individually evaluated for impairment

​

$

826

​

$

—

​

$

—

​

$

2,137

​

$

—

​

$

2,963

Collectively evaluated for impairment

​

​

492,877

​

​

77,060

​

​

274,604

​

​

497,734

​

​

61,429

​

​

1,403,704

Total loans

​

$

493,703

​

$

77,060

​

$

274,604

​

$

499,871

​

$

61,429

​

$

1,406,667

​

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, 2024 and December 31, 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(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, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial real estate:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-owner-occupied

​

$

293,919

​

$

1,387

​

$

—

​

$

—

​

$

1,387

​

$

—

​

$

295,306

All other CRE

​

​

205,688

​

​

832

​

​

319

​

​

—

​

​

1,151

​

​

683

​

​

207,522

Acquisition and development:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

1-4 family residential construction

​

​

15,091

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

15,091

All other A&D

​

​

77,676

​

​

—

​

​

54

​

​

—

​

​

54

​

​

88

​

​

77,818

Commercial and industrial

​

​

272,856

​

​

186

​

​

103

​

​

—

​

​

289

​

​

4,849

​

​

277,994

Residential mortgage:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Residential mortgage - term

​

​

451,358

​

​

70

​

​

825

​

​

414

​

​

1,309

​

​

2,308

​

​

454,975

Residential mortgage - home equity

​

​

63,568

​

​

267

​

​

260

​

​

13

​

​

540

​

​

85

​

​

64,193

Consumer

​

​

54,282

​

​

281

​

​

250

​

​

111

​

​

642

​

​

60

​

​

54,984

Total

​

$

1,434,438

​

$

3,023

​

$

1,811

​

$

538

​

$

5,372

​

$

8,073

​

$

1,447,883

December 31, 2023

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial real estate:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-owner-occupied

​

$

296,343

​

$

—

​

$

—

​

$

—

​

$

—

​

$

227

​

$

296,570

All other CRE

​

​

196,123

​

​

411

​

​

—

​

​

—

​

​

411

​

​

599

​

​

197,133

Acquisition and development:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

1-4 family residential construction

​

​

18,224

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

18,224

All other A&D

​

​

58,723

​

​

—

​

​

—

​

​

—

​

​

—

​

​

113

​

​

58,836

Commercial and industrial

​

​

274,465

​

​

120

​

​

19

​

​

—

​

​

139

​

​

—

​

​

274,604

Residential mortgage:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Residential mortgage - term

​

​

433,878

​

​

130

​

​

717

​

​

384

​

​

1,231

​

​

2,720

​

​

437,829

Residential mortgage - home equity

​

​

61,021

​

​

520

​

​

158

​

​

75

​

​

753

​

​

268

​

​

62,042

Consumer

​

​

60,576

​

​

463

​

​

277

​

​

84

​

​

824

​

​

29

​

​

61,429

Total

​

$

1,399,353

​

$

1,644

​

$

1,171

​

$

543

​

$

3,358

​

$

3,956

​

$

1,406,667

​

​

​

19

Table of Contents

Non-accrual loans that have been subject to partial charge-offs totaled $1.2 million at September 30, 2024 and $0.1 million at December 31, 2023.  Loans secured by 1-4 family residential real estate properties in the process of foreclosure totaled $1.6 million at September 30, 2024 and $1.8 million at December 31, 2023.  As a percentage of the loan portfolio, accruing loans past due 30 days or more was 0.37% at September 30, 2024 compared to 0.24% at December 31, 2023. 

​

The Corporation maintains an ACL at a level that management believes will be adequate to absorb expected credit losses associated with the Corporation’s financial instruments over the life of those instruments as of the balance sheet date.  The Corporation develops and documents a systematic ACL methodology based on the following portfolio segments: (i) commercial real estate; (ii) acquisition and development; (iii) commercial and industrial; (iv) residential mortgage; and (v) consumer.  The Corporation’s loan portfolio is segmented by homogeneous loan types that behave similarly to economic cycles.  The following is a discussion of the key risks by portfolio segment that management assesses in preparing the ACL.

Commercial real estate loans are secured by commercial purpose real estate, including both owner occupied properties and properties obtained for investment purposes, such as hotels, strip malls and apartments.  Operations of the individual projects as well as global cash flows of the debtors are the primary source of repayment of these loans.  The condition of the local economy is an important indicator of risk, but there are more specific risks depending on the collateral type as well as the business.

Acquisition and development loans include both commercial and consumer.  Commercial loans are made to finance construction of buildings or other structures, as well as to finance the acquisition and development of raw land for various purposes.  The risk of these loans is generally confined to the construction period.  If there are problems during such period, then the project might not be completed and, as such, might not provide sufficient cash flow on its own to service the debt or have sufficient value in a liquidation to cover the outstanding principal.  The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the type of project and the experience and resources of the developer.  Consumer loans are made for the construction of residential homes for which a binding sales contract exists and generally are for a period of time sufficient to complete construction.  Residential construction loans to individuals generally provide for the payment of interest only during the construction phase.  Credit risk for residential real estate construction loans can arise from construction delays, cost overruns, failure of the contractor to complete the project to specifications and economic conditions that could impact demand for supply of the property being constructed.

Commercial and industrial loans are made to operating companies or manufacturers for the purpose of production, operating capacity, accounts receivable, inventory or equipment financing.  Cash flow from the operations of the borrower is the primary source of repayment for these loans.  The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the industry of the borrower.  Collateral for these types of loans often do not have sufficient value in a distressed or liquidation scenario to satisfy the outstanding debt.  These loans are also made to local municipalities for various purposes including refinancing existing obligations, infrastructure up-fit and expansion, or to purchase new equipment.  The primary repayment source for local municipalities include the tax base of the municipality, specific revenue streams related to the infrastructure financed, and other business operations of the municipal authority.  The health and stability of state and local economies directly impacts each municipality’s tax basis and are important indicators of risk for this segment.  The ability of each municipality to increase taxes and fees to offset service requirements give this type of loan a very low risk profile in the continuum of the Corporation’s loan portfolio.

Residential mortgage loans are secured by first and junior liens such as home equity lines of credit and 1-4 family residential mortgages.  The primary source of repayment for these loans is the income of the borrower.  The condition of the local economy, in particular the unemployment rate, is an important indicator of risk for this segment.  The state of the local housing market can also have a significant impact on this segment because low demand and/or declining home values can limit the ability of borrowers to sell a property and satisfy debt.

Consumer loans are made to individuals and may be either secured by assets other than 1-4 family residences or unsecured. This segment includes automobile loans and unsecured loans and lines of credit. The primary source of repayment for these loans is the income and assets of the borrower. The condition of the local economy, in particular the unemployment rate, is an important indicator of risk for this segment.

20

Table of Contents

The value of the collateral, if there is any, is less likely to be a source of repayment due to less certain collateral values.

The following table summarizes the primary segments of the ACL at September 30, 2024 and December 31, 2023, 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

    

Total

September 30, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Individually evaluated
for impairment

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

Collectively evaluated
for impairment

​

​

4,907

​

​

944

​

​

4,471

​

​

6,841

​

​

847

​

​

18,010

Total ACL

​

$

4,907

​

$

944

​

$

4,471

​

$

6,841

​

$

847

​

$

18,010

December 31, 2023

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Individually evaluated
for impairment

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

Collectively evaluated
for impairment

​

​

5,120

​

​

940

​

​

3,717

​

​

6,774

​

​

929

​

​

17,480

Total ACL

​

$

5,120

​

$

940

​

$

3,717

​

$

6,774

​

$

929

​

$

17,480

​

Changes in the fair value of the types of collateral for individually evaluated loans are reported as provision for credit loss in the period of change.  The evaluation of the need and amount of a specific allocation of the ACL and whether a loan can be removed from impairment status is made on a quarterly basis.

The following tables present the amortized cost basis of collateral-dependent individually evaluated loans as of September 30, 2024 and December 31, 2023.

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 2024

(in thousands)

    

Real Estate

​

​

Other Collateral

​

Non-Accrual Loans with No Allowance

Commercial real estate

​

$

599

​

$

—

​

$

599

Commercial and industrial

​

​

—

​

​

4,849

​

​

4,849

Residential mortgage

​

​

1,993

​

​

—

​

​

1,993

Total Loans

​

$

2,592

​

$

4,849

​

$

7,441

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

(in thousands)

    

Real Estate

​

​

Other Collateral

​

Non-Accrual Loans with No Allowance

Commercial real estate

​

$

826

​

$

—

​

$

826

Residential mortgage

​

​

2,137

​

​

—

​

​

2,137

Total Loans

​

$

2,963

​

$

—

​

$

2,963

​

​

​

​

​

​

​

21

Table of Contents

The following tables present the activity in the ACL for the nine- and three-month periods ended September 30, 2024 and 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine months ended (in thousands)

    

Commercial
Real Estate

    

Acquisition
and
Development

    

Commercial
and
Industrial

    

Residential
Mortgage

    

Consumer

    

Unallocated

    

Total

Beginning balance at January 1, 2024

​

$

5,120

​

$

940

​

$

3,717

​

$

6,774

​

$

929

​

$

—

​

$

17,480

Loan charge-offs

​

​

—

​

​

—

​

​

(1,297)

​

​

(45)

​

​

(1,193)

​

​

—

​

​

(2,535)

Recoveries collected

​

​

37

​

​

48

​

​

203

​

​

68

​

​

302

​

​

—

​

​

658

Credit loss (credit)/expense

​

​

(250)

​

​

(44)

​

​

1,848

​

​

44

​

​

809

​

​

—

​

​

2,407

ACL balance at September 30, 2024

​

$

4,907

​

$

944

​

$

4,471

​

$

6,841

​

$

847

​

$

—

​

$

18,010

Beginning balance at January 1, 2023 prior to adoption of ASC 326

​

$

6,345

​

$

979

​

$

2,845

​

$

3,160

​

$

877

​

$

430

​

$

14,636

Impact of adopting ASC 326

​

​

(1,143)

​

​

(15)

​

​

1,334

​

​

2,112

​

​

208

​

​

(430)

​

​

2,066

Loan charge-offs

​

​

(87)

​

​

—

​

​

(301)

​

​

(55)

​

​

(681)

​

​

—

​

​

(1,124)

Recoveries collected

​

​

5

​

​

8

​

​

176

​

​

56

​

​

153

​

​

—

​

​

398

Credit loss (credit)/expense

​

​

(82)

​

​

93

​

​

(577)

​

​

1,369

​

​

367

​

​

—

​

​

1,170

ACL balance at September 30, 2023

​

$

5,038

​

$

1,065

​

$

3,477

​

$

6,642

​

$

924

​

$

—

​

$

17,146

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended (in thousands)

​

Commercial
Real Estate

​

Acquisition
and
Development

​

Commercial
and
Industrial

​

Residential
Mortgage

​

Consumer

​

Unallocated

​

Total

ACL balance at July 1, 2024

​

$

4,852

​

$

992

​

$

3,964

​

$

7,162

​

$

953

​

$

—

​

$

17,923

Loan charge-offs

​

​

—

​

​

—

​

​

(67)

​

​

—

​

​

(369)

​

​

—

​

​

(436)

Recoveries collected

​

​

—

​

​

42

​

​

170

​

​

41

​

​

75

​

​

—

​

​

328

Credit loss expense/(credit)

​

​

55

​

​

(90)

​

​

404

​

​

(362)

​

​

188

​

​

—

​

​

195

ACL balance at September 30, 2024

​

$

4,907

​

$

944

​

$

4,471

​

$

6,841

​

$

847

​

$

—

​

$

18,010

ACL balance at July 1, 2023

​

$

4,946

​

$

1,134

​

$

3,549

​

$

6,417

​

$

859

​

$

—

​

$

16,905

Loan charge-offs

​

​

—

​

​

—

​

​

(135)

​

​

(31)

​

​

(163)

​

​

—

​

​

(329)

Recoveries collected

​

​

—

​

​

1

​

​

167

​

​

20

​

​

60

​

​

—

​

​

248

Credit loss expense/(credit)

​

​

92

​

​

(70)

​

​

(104)

​

​

236

​

​

168

​

​

—

​

​

322

ACL balance at September 30, 2023

​

$

5,038

​

$

1,065

​

$

3,477

​

$

6,642

​

$

924

​

$

—

​

$

17,146

​

​

22

Table of Contents

The Corporation’s methodology for estimating the ACL includes:

Segmentation.  The Corporation’s loan portfolio is segmented by homogeneous loan types that behave similarly to economic cycles.

Specific Analysis.  A specific reserve analysis is applied to certain individually evaluated loans.  These loans are evaluated quarterly generally based on collateral value, observable market value or the present value of expected future cash flows.  A specific reserve is established if the fair value is less than the loan balance.  A charge-off is recognized when the loss is quantifiable.  Individually evaluated loans not specifically analyzed reside in the Quantitative Analysis.

Quantitative Analysis.  The Corporation elected to use discounted cash flows.  Economic forecasts include but are not limited to unemployment, the Consumer Price Index, the Housing Affordability Index, and Gross State Product.  These forecasts are assumed to revert to the long term average and are utilized in the model to estimate the probability of default and the loss given default is the estimated loss rate, which varies over time.  The estimated loss rate is applied within the appropriate periods in the cash flow model to determine the net present value.  Net present value is also impacted by assumption related to the duration between default and recovery.  The reserve is based on the difference between the summation of the principal balances taking amortized costs into consideration and the summation of the net present values.

Qualitative Analysis.  Based on management’s review and analysis of internal, external and model risks, management may adjust the model output.  Management reviews the peaks and troughs of the model’s calibrations, taking into account economic forecasts to develop guardrails that serve as the basis for determining the reasonableness of the model’s output and makes adjustments as necessary.  This process challenges unexpected variability resulting from outputs beyond the model’s calibrations that appear to be unreasonable.  Management also enhances the calculation through the use of Moody’s economic forecast data in its calculation. Additionally, management may adjust the economic forecast if it is incompatible with known market conditions based on management’s experience and perspective.

The ACL 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 ACL that is representative of the risk found in the components of the portfolio at any given date.

Credit Quality Indicators:

The Corporation’s portfolio grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all.  The Corporation’s internal credit risk grading system is based on debt service coverage, collateral values and other subjective factors.  Mortgage and consumer loans are defaulted to pass grade until a loan migrates to past due status.  

The Corporation has a loan review policy and annual scope report that details the level of loan review for loans in a given year.  The annual loan review provides the Credit Risk Committee with an independent analysis of the following:  (i) credit quality of the loan portfolio; (ii) compliance with loan policy; (iii) adequacy of documentation in credit files; and (iv) validity of risk ratings.  

The Corporation’s internally assigned grades are as follows:

Pass-  The Corporation uses six grades of pass, including its watch rating.  Generally, a pass rating indicates that the loan is currently performing and is of high quality.

Special Mention- Assets with potential weaknesses that warrant management’s close attention and if left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date.

Substandard- Assets that are inadequately protected by the current sound worth and paying capacity of the obligor or by the collateral pledged, if any. Assets so classified have a well-defined weakness, or weaknesses that jeopardize the liquidation of the debt.

23

Table of Contents

Such assets are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful- Assets with all weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable.

Loss- Assets considered of such little value that its continuance on the books is not warranted.  This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical to defer writing off this basically worthless asset even though partial recovery may be affected in the future.

The ability of borrowers to repay commercial loans is dependent upon the success of their business and general economic conditions.  Due to the greater potential for loss within our commercial portfolio, we monitor the commercial loan portfolio through an internal risk rating system.  Loan risk ratings are assigned based upon the creditworthiness of the borrower and are reviewed on an ongoing basis according to our internal policies.  Loans rated special mention or substandard have potential or well-defined weaknesses not generally found in high quality, performing loans, and require attention from management to limit loss.

​

24

Table of Contents

The following tables present loan balances by year of origination and internally assigned risk rating for our portfolio segments for the periods presented:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

    

2024

    

2023

    

2022

    

2021

    

2020

    

2019 and Prior

    

Revolving

    

Total Portfolio Loans

September 30, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial real estate:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-owner-occupied

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

22,535

​

$

23,649

​

$

66,797

​

$

29,249

​

$

52,446

​

$

95,151

​

$

2,053

​

$

291,880

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

719

​

​

—

​

​

—

​

​

719

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

2,707

​

​

—

​

​

2,707

Total non-owner occupied

​

​

22,535

​

​

23,649

​

​

66,797

​

​

29,249

​

​

53,165

​

​

97,858

​

​

2,053

​

​

295,306

Current period gross charge-offs

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

All other CRE

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

​

18,646

​

​

31,208

​

​

30,295

​

​

23,605

​

​

17,114

​

​

74,405

​

​

5,999

​

​

201,272

Special Mention

​

​

997

​

​

—

​

​

—

​

​

1,431

​

​

200

​

​

—

​

​

—

​

​

2,628

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

3,549

​

​

73

​

​

3,622

Total all other CRE

​

​

19,643

​

​

31,208

​

​

30,295

​

​

25,036

​

​

17,314

​

​

77,954

​

​

6,072

​

​

207,522

Current period gross charge-offs

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Acquisition and development:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

1-4 family residential construction

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

​

6,248

​

​

8,373

​

​

—

​

​

—

​

​

—

​

​

—

​

​

470

​

​

15,091

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total acquisition and development

​

​

6,248

​

​

8,373

​

​

—

​

​

—

​

​

—

​

​

—

​

​

470

​

​

15,091

Current period gross charge-offs

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

All other A&D

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

​

13,552

​

​

26,093

​

​

16,925

​

​

1,882

​

​

1,840

​

​

9,526

​

​

7,912

​

​

77,730

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

88

​

​

—

​

​

88

Total all other A&D

​

​

13,552

​

​

26,093

​

​

16,925

​

​

1,882

​

​

1,840

​

​

9,614

​

​

7,912

​

​

77,818

Current period gross charge-offs

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Commercial and industrial:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

​

22,943

​

​

43,695

​

​

71,895

​

​

19,146

​

​

7,354

​

​

15,291

​

​

72,952

​

​

253,276

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

1,911

​

​

—

​

​

9,152

​

​

11,063

Substandard

​

​

128

​

​

—

​

​

3,993

​

​

886

​

​

6,573

​

​

728

​

​

1,347

​

​

13,655

Total commercial and industrial

​

​

23,071

​

​

43,695

​

​

75,888

​

​

20,032

​

​

15,838

​

​

16,019

​

​

83,451

​

​

277,994

Current period gross charge-offs

​

​

465

​

​

—

​

​

124

​

​

651

​

​

41

​

​

16

​

​

—

​

​

1,297

Residential mortgage:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Residential mortgage - term

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

​

25,180

​

​

65,885

​

​

95,883

​

​

81,319

​

​

36,602

​

​

141,984

​

​

2,121

​

​

448,974

Special Mention

​

​

—

​

​

—

​

​

—

​

​

39

​

​

—

​

​

—

​

​

—

​

​

39

Substandard

​

​

—

​

​

—

​

​

61

​

​

1,062

​

​

15

​

​

4,770

​

​

54

​

​

5,962

Total residential mortgage - term

​

​

25,180

​

​

65,885

​

​

95,944

​

​

82,420

​

​

36,617

​

​

146,754

​

​

2,175

​

​

454,975

Current period gross charge-offs

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

30

​

​

—

​

​

30

Residential mortgage - home equity

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

​

174

​

​

849

​

​

4,067

​

​

1,288

​

​

374

​

​

644

​

​

56,172

​

​

63,568

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

34

​

​

13

​

​

578

​

​

625

Total residential mortgage - home equity

​

​

174

​

​

849

​

​

4,067

​

​

1,288

​

​

408

​

​

657

​

​

56,750

​

​

64,193

Current period gross charge-offs

​

​

—

​

​

—

​

​

15

​

​

—

​

​

—

​

​

—

​

​

—

​

​

15

Consumer:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

​

9,307

​

​

12,389

​

​

7,324

​

​

4,146

​

​

1,287

​

​

17,495

​

​

2,790

​

​

54,738

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

158

​

​

6

​

​

44

​

​

25

​

​

3

​

​

10

​

​

246

Total consumer

​

​

9,307

​

​

12,547

​

​

7,330

​

​

4,190

​

​

1,312

​

​

17,498

​

​

2,800

​

​

54,984

Current period gross charge-offs

​

​

154

​

​

251

​

​

78

​

​

227

​

​

14

​

​

469

​

​

—

​

​

1,193

Total Portfolio Loans

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

​

118,585

​

​

212,141

​

​

293,186

​

​

160,635

​

​

117,017

​

​

354,496

​

​

150,469

​

​

1,406,529

Special Mention

​

​

997

​

​

—

​

​

—

​

​

1,470

​

​

2,830

​

​

—

​

​

9,152

​

​

14,449

Substandard

​

​

128

​

​

158

​

​

4,060

​

​

1,992

​

​

6,647

​

​

11,858

​

​

2,062

​

​

26,905

Total Portfolio Loans

​

$

119,710

​

$

212,299

​

$

297,246

​

$

164,097

​

$

126,494

​

$

366,354

​

$

161,683

​

$

1,447,883

Current YTD Period:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current period gross charge-offs

​

$

619

​

$

251

​

$

217

​

$

878

​

$

55

​

$

515

​

$

—

​

$

2,535

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

25

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

    

2023

    

2022

    

2021

    

2020

    

2019

    

2018 and Prior

    

Revolving

    

Total Portfolio Loans

December 31, 2023

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial real estate:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-owner-occupied

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

23,511

​

$

65,878

​

$

30,332

​

$

54,270

​

$

40,575

​

$

65,134

​

$

1,138

​

$

280,838

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

4,331

​

​

—

​

​

4,331

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

11,401

​

​

—

​

​

11,401

Total non-owner occupied

​

​

23,511

​

​

65,878

​

​

30,332

​

​

54,270

​

​

40,575

​

​

80,866

​

​

1,138

​

​

296,570

Current period gross charge-offs

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

87

​

​

—

​

​

87

All other CRE

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

​

30,130

​

​

27,379

​

​

27,042

​

​

20,691

​

​

22,879

​

​

60,054

​

​

4,495

​

​

192,670

Special Mention

​

​

—

​

​

—

​

​

—

​

​

644

​

​

—

​

​

—

​

​

—

​

​

644

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

1,847

​

​

1,372

​

​

600

​

​

3,819

Total all other CRE

​

​

30,130

​

​

27,379

​

​

27,042

​

​

21,335

​

​

24,726

​

​

61,426

​

​

5,095

​

​

197,133

Current period gross charge-offs

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Acquisition and development:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

1-4 family residential construction

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

​

13,745

​

​

3,446

​

​

—

​

​

—

​

​

—

​

​

—

​

​

1,033

​

​

18,224

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total acquisition and development

​

​

13,745

​

​

3,446

​

​

—

​

​

—

​

​

—

​

​

—

​

​

1,033

​

​

18,224

Current period gross charge-offs

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

All other A&D

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

​

12,184

​

​

25,099

​

​

2,966

​

​

3,046

​

​

1,301

​

​

9,946

​

​

4,181

​

​

58,723

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

113

​

​

—

​

​

113

Total all other A&D

​

​

12,184

​

​

25,099

​

​

2,966

​

​

3,046

​

​

1,301

​

​

10,059

​

​

4,181

​

​

58,836

Current period gross charge-offs

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Commercial and industrial:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

​

52,004

​

​

66,559

​

​

24,387

​

​

11,753

​

​

8,872

​

​

10,052

​

​

78,992

​

​

252,619

Special Mention

​

​

558

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

558

Substandard

​

​

—

​

​

9,352

​

​

1,854

​

​

6,806

​

​

98

​

​

837

​

​

2,480

​

​

21,427

Total commercial and industrial

​

​

52,562

​

​

75,911

​

​

26,241

​

​

18,559

​

​

8,970

​

​

10,889

​

​

81,472

​

​

274,604

Current period gross charge-offs

​

​

100

​

​

103

​

​

35

​

​

166

​

​

—

​

​

19

​

​

—

​

​

423

Residential mortgage:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Residential mortgage - term

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

​

51,625

​

​

94,723

​

​

88,835

​

​

38,228

​

​

25,375

​

​

130,402

​

​

1,577

​

​

430,765

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

138

​

​

929

​

​

17

​

​

98

​

​

5,825

​

​

57

​

​

7,064

Total residential mortgage - term

​

​

51,625

​

​

94,861

​

​

89,764

​

​

38,245

​

​

25,473

​

​

136,227

​

​

1,634

​

​

437,829

Current period gross charge-offs

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

13

​

​

—

​

​

13

Residential mortgage - home equity

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

​

1,127

​

​

4,657

​

​

864

​

​

475

​

​

286

​

​

489

​

​

53,467

​

​

61,365

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

38

​

​

—

​

​

16

​

​

623

​

​

677

Total residential mortgage - home equity

​

​

1,127

​

​

4,657

​

​

864

​

​

513

​

​

286

​

​

505

​

​

54,090

​

​

62,042

Current period gross charge-offs

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

42

​

​

—

​

​

42

Consumer:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

​

18,299

​

​

10,616

​

​

6,361

​

​

2,206

​

​

510

​

​

20,365

​

​

2,873

​

​

61,230

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

14

​

​

35

​

​

113

​

​

23

​

​

6

​

​

2

​

​

6

​

​

199

Total consumer

​

​

18,313

​

​

10,651

​

​

6,474

​

​

2,229

​

​

516

​

​

20,367

​

​

2,879

​

​

61,429

Current period gross charge-offs

​

​

236

​

​

223

​

​

74

​

​

8

​

​

4

​

​

329

​

​

—

​

​

874

Total Portfolio Loans

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

​

202,625

​

​

298,357

​

​

180,787

​

​

130,669

​

​

99,798

​

​

296,442

​

​

147,756

​

​

1,356,434

Special Mention

​

​

558

​

​

—

​

​

—

​

​

644

​

​

—

​

​

4,331

​

​

—

​

​

5,533

Substandard

​

​

14

​

​

9,525

​

​

2,896

​

​

6,884

​

​

2,049

​

​

19,566

​

​

3,766

​

​

44,700

Total Portfolio Loans

​

$

203,197

​

$

307,882

​

$

183,683

​

$

138,197

​

$

101,847

​

$

320,339

​

$

151,522

​

$

1,406,667

Current YTD Period:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current period gross charge-offs

​

$

336

​

$

326

​

$

109

​

$

174

​

$

4

​

$

490

​

$

—

​

$

1,439

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

26

Table of Contents

The following tables present loan balances by year of origination segregated by performing and non-performing loans for the periods presented:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

    

2024

    

2023

    

2022

    

2021

    

2020

    

2019 and Prior

    

Revolving

    

Total Portfolio Loans

September 30, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial real estate:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-owner-occupied

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

$

22,535

​

$

23,649

​

$

66,797

​

$

29,249

​

$

53,165

​

$

97,858

​

$

2,053

​

$

295,306

Nonperforming

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total non-owner occupied

​

​

22,535

​

​

23,649

​

​

66,797

​

​

29,249

​

​

53,165

​

​

97,858

​

​

2,053

​

​

295,306

All other CRE

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

​

19,643

​

​

31,208

​

​

30,295

​

​

25,036

​

​

17,314

​

​

77,271

​

​

6,072

​

​

206,839

Nonperforming

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

683

​

​

—

​

​

683

Total all other CRE

​

​

19,643

​

​

31,208

​

​

30,295

​

​

25,036

​

​

17,314

​

​

77,954

​

​

6,072

​

​

207,522

Acquisition and development:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

1-4 family residential construction

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

​

6,248

​

​

8,373

​

​

—

​

​

—

​

​

—

​

​

—

​

​

470

​

​

15,091

Nonperforming

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total acquisition and development

​

​

6,248

​

​

8,373

​

​

—

​

​

—

​

​

—

​

​

—

​

​

470

​

​

15,091

All other A&D

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

​

13,552

​

​

26,093

​

​

16,925

​

​

1,882

​

​

1,840

​

​

9,526

​

​

7,912

​

​

77,730

Nonperforming

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

88

​

​

—

​

​

88

Total all other A&D

​

​

13,552

​

​

26,093

​

​

16,925

​

​

1,882

​

​

1,840

​

​

9,614

​

​

7,912

​

​

77,818

Commercial and industrial:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

​

23,071

​

​

43,695

​

​

71,895

​

​

19,176

​

​

15,838

​

​

16,019

​

​

83,451

​

​

273,145

Nonperforming

​

​

—

​

​

—

​

​

3,993

​

​

856

​

​

—

​

​

—

​

​

—

​

​

4,849

Total commercial and industrial

​

​

23,071

​

​

43,695

​

​

75,888

​

​

20,032

​

​

15,838

​

​

16,019

​

​

83,451

​

​

277,994

Residential mortgage:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Residential mortgage - term

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

​

25,180

​

​

65,885

​

​

95,944

​

​

82,140

​

​

36,464

​

​

144,494

​

​

2,146

​

​

452,253

Nonperforming

​

​

—

​

​

—

​

​

—

​

​

280

​

​

153

​

​

2,260

​

​

29

​

​

2,722

Total residential mortgage - term

​

​

25,180

​

​

65,885

​

​

95,944

​

​

82,420

​

​

36,617

​

​

146,754

​

​

2,175

​

​

454,975

Residential mortgage - home equity

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

​

174

​

​

849

​

​

4,067

​

​

1,288

​

​

374

​

​

644

​

​

56,699

​

​

64,095

Nonperforming

​

​

—

​

​

—

​

​

—

​

​

—

​

​

34

​

​

13

​

​

51

​

​

98

Total residential mortgage - home equity

​

​

174

​

​

849

​

​

4,067

​

​

1,288

​

​

408

​

​

657

​

​

56,750

​

​

64,193

Consumer:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

​

9,307

​

​

12,464

​

​

7,324

​

​

4,190

​

​

1,310

​

​

17,418

​

​

2,800

​

​

54,813

Nonperforming

​

​

—

​

​

83

​

​

6

​

​

—

​

​

2

​

​

80

​

​

—

​

​

171

Total consumer

​

​

9,307

​

​

12,547

​

​

7,330

​

​

4,190

​

​

1,312

​

​

17,498

​

​

2,800

​

​

54,984

Total Portfolio Loans

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

​

119,710

​

​

212,216

​

​

293,247

​

​

162,961

​

​

126,305

​

​

363,230

​

​

161,603

​

​

1,439,272

Nonperforming

​

​

—

​

​

83

​

​

3,999

​

​

1,136

​

​

189

​

​

3,124

​

​

80

​

​

8,611

Total Portfolio Loans

​

$

119,710

​

$

212,299

​

$

297,246

​

$

164,097

​

$

126,494

​

$

366,354

​

$

161,683

​

$

1,447,883

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

27

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

    

2023

    

2022

    

2021

    

2020

    

2019

    

2018 and Prior

    

Revolving

    

Total Portfolio Loans

December 31, 2023

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial real estate:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-owner-occupied

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

$

23,511

​

$

65,878

​

$

30,332

​

$

54,270

​

$

40,575

​

$

80,639

​

$

1,138

​

$

296,343

Nonperforming

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

227

​

​

—

​

​

227

Total non-owner occupied

​

​

23,511

​

​

65,878

​

​

30,332

​

​

54,270

​

​

40,575

​

​

80,866

​

​

1,138

​

​

296,570

All other CRE

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

​

30,130

​

​

27,379

​

​

27,042

​

​

21,335

​

​

24,726

​

​

60,827

​

​

5,095

​

​

196,534

Nonperforming

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

599

​

​

—

​

​

599

Total all other CRE

​

​

30,130

​

​

27,379

​

​

27,042

​

​

21,335

​

​

24,726

​

​

61,426

​

​

5,095

​

​

197,133

Acquisition and development:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

1-4 family residential construction

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

​

13,745

​

​

3,446

​

​

—

​

​

—

​

​

—

​

​

—

​

​

1,033

​

​

18,224

Nonperforming

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total acquisition and development

​

​

13,745

​

​

3,446

​

​

—

​

​

—

​

​

—

​

​

—

​

​

1,033

​

​

18,224

All other A&D

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

​

12,184

​

​

25,099

​

​

2,966

​

​

3,046

​

​

1,301

​

​

9,946

​

​

4,181

​

​

58,723

Nonperforming

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

113

​

​

—

​

​

113

Total all other A&D

​

​

12,184

​

​

25,099

​

​

2,966

​

​

3,046

​

​

1,301

​

​

10,059

​

​

4,181

​

​

58,836

Commercial and industrial:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

​

52,562

​

​

75,911

​

​

26,241

​

​

18,559

​

​

8,970

​

​

10,889

​

​

81,472

​

​

274,604

Nonperforming

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total commercial and industrial

​

​

52,562

​

​

75,911

​

​

26,241

​

​

18,559

​

​

8,970

​

​

10,889

​

​

81,472

​

​

274,604

Residential mortgage:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Residential mortgage - term

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

​

51,625

​

​

94,722

​

​

89,629

​

​

38,245

​

​

25,375

​

​

133,526

​

​

1,603

​

​

434,725

Nonperforming

​

​

—

​

​

139

​

​

135

​

​

—

​

​

98

​

​

2,701

​

​

31

​

​

3,104

Total residential mortgage - term

​

​

51,625

​

​

94,861

​

​

89,764

​

​

38,245

​

​

25,473

​

​

136,227

​

​

1,634

​

​

437,829

Residential mortgage - home equity

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

​

1,127

​

​

4,657

​

​

864

​

​

475

​

​

286

​

​

488

​

​

53,802

​

​

61,699

Nonperforming

​

​

—

​

​

—

​

​

—

​

​

38

​

​

—

​

​

17

​

​

288

​

​

343

Total residential mortgage - home equity

​

​

1,127

​

​

4,657

​

​

864

​

​

513

​

​

286

​

​

505

​

​

54,090

​

​

62,042

Consumer:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

​

18,304

​

​

10,616

​

​

6,405

​

​

2,229

​

​

516

​

​

20,367

​

​

2,879

​

​

61,316

Nonperforming

​

​

9

​

​

35

​

​

69

​

​

—

​

​

—

​

​

—

​

​

—

​

​

113

Total consumer

​

​

18,313

​

​

10,651

​

​

6,474

​

​

2,229

​

​

516

​

​

20,367

​

​

2,879

​

​

61,429

Total Portfolio Loans

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

​

203,188

​

​

307,708

​

​

183,479

​

​

138,159

​

​

101,749

​

​

316,682

​

​

151,203

​

​

1,402,168

Nonperforming

​

​

9

​

​

174

​

​

204

​

​

38

​

​

98

​

​

3,657

​

​

319

​

​

4,499

Total Portfolio Loans

​

$

203,197

​

$

307,882

​

$

183,683

​

$

138,197

​

$

101,847

​

$

320,339

​

$

151,522

​

$

1,406,667

​

​

Loan Modifications for Borrowers Experiencing Financial Difficulty

​

The Corporation evaluates all loan modifications according to the accounting guidance in ASU 2022-02 to determine if the modification results in a new loan or a continuation of the existing loan. Loan modifications to borrowers experiencing financial difficulties that result in a direct change in the timing or amount of contractual cash flows include situations where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, or combinations of the listed modifications.

28

Table of Contents

Therefore, the disclosures related to loan restructurings are for modifications which have a direct impact on cash flows.

​

The Corporation may offer various types of modifications when restructuring a loan.  Commercial and industrial loans modified in a loan restructuring often involve temporary interest-only payments, term extensions, and converting credit lines to term loans.  Additional collateral, a co-borrower, or a guarantor is often requested.

​

Commercial mortgage and construction loans modified in a loan restructuring often involve reducing the interest rate for the remaining term of the loan, extending the maturity date at an interest rate lower than the current market rate for new debt with similar risk, or substituting or adding a new borrower or guarantor.  Construction loans modified in a loan restructuring may also involve extending the interest-only payment period.

​

Loans modified in a loan restructuring for the Corporation may have the financial effect of increasing the specific allowance associated with the loan.  An allowance for loans that have been modified in a loan restructuring is measured based on the present value of expected cash flows discounted at the loan’s effective interest rate or the estimated fair value of the collateral, less any selling costs, if the loan is collateral dependent.  Management exercises significant judgment in developing these estimates.

​

Commercial and consumer loans modified in a loan restructuring are closely monitored for delinquency as an early indicator of possible future default.  If loans modified in a loan restructuring subsequently default, the Corporation evaluates the loan for possible further loss.  The allowance may be increased, adjustments may be made in the allocation of the allowance, or partial charge-offs may be taken to further write-down the carrying value of the loan.

​

The following tables present the amortized cost basis as of September 30, 2024 and the financial effect of loans modified to borrowers experiencing financial difficulty during the nine- and three-month periods ended September 30, 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

​

Term Extension

Percentage of Total Loan Type

Weighted Average Term and Principal Payment Extension

Nine months ended September 30, 2024

​

​

​

​

​

Owner-occupied commercial real estate

​

$

888

0.43%

12 months

Commercial and industrial

​

​

127

0.05%

60 months

Total

​

$

1,015

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

​

Term Extension

Percentage of Total Loan Type

Weighted Average Term and Principal Payment Extension

Three months ended September 30, 2024

​

​

​

​

​

Commercial and industrial

​

$

127

0.05%

60 months

Total

​

$

127

​

​

​

​

​

​

​

​

​

There were no loan modifications made to borrowers experiencing financial difficulty during the nine- or three-month periods ended September 30, 2023.

​

The Corporation monitors loan payments on performing and non-performing loans on an ongoing basis to determine if a loan is considered to have a payment default.  The loans that were modified in the nine- and three-month periods ended September 30, 2024 have made all contractual payments.

​

If a modified loan with an outstanding balance of  $0.1 million or greater subsequently defaults and goes on non-accrual status, then the Corporation individually evaluates the loan when performing its CECL estimate to calculate the ACL.  Upon determination that a modified loan (or a portion of a modified loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is charged off.  Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the ACL is adjusted by the same amount.

29

Table of Contents

​

Note 6 – Fair Value of Financial Instruments

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

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

The Corporation measures fair values based on the fair value hierarchy established in ASC Paragraph 820-10-35-37. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 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 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. Transfers in and out of Level 1, 2 or 3 are recorded at fair value at the beginning of the reporting period.

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

The fair value of investments is determined using a market approach.  As of September 30, 2024, the U.S. Government agencies and treasuries, residential and commercial mortgage-backed securities, collateralized mortgage obligations, and state and political subdivisions bonds, excluding tax increment financing (“TIF”) bonds, 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 and collateralized debt obligation (“CDO”) portfolio, which consists of pooled trust preferred securities issued by banks, thrifts, and insurance companies, are classified as Level 3 within the valuation hierarchy.  The CDO fair values are determined by a third party using a discounted cash flow model.

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

30

Table of Contents

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.

Nonrecurring Basis  –

Individually Evaluated Loans- Individual loans with borrowers experiencing financial difficulty and with a remaining principal balance of $0.1 million or more are evaluated for potential specific reserves and adjusted, if a shortfall exists, to fair value less costs to sell.  Fair value is measured based on the value of the underlying collateral securing the loan if repayment is expected solely from the sale of operation of the collateral or present value of estimated future cash flows discounted at the loan’s contractual interest rate if the loan is not determined to be collateral dependent.  

Fair value for individually evaluated loans is determined using several methods.  Generally, the fair value of real estate is determined based on appraisals by qualified licensed appraisals.  These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach.  Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available.  These routine adjustments are made to adjust the value of a specific property relative to comparable properties for variations in qualities such as location, size, and income production capacity relative to the subject property of the appraisal.  

Subsequent to the initial impairment date, existing individually evaluated loans are reevaluated quarterly for additional impairment and adjustments to fair value less costs to sell are made, where appropriate.  For individually evaluated loans, the first state of our impairment analysis involves inspection of the property in question to affirm the condition has not deteriorated since the previous impairment analysis date.  Management also engages in conversations with local real estate professionals and market participants to determine the likely marketing time and value range for the property.  The second state involves an assessment of current trends in the regional market.  After thorough consideration of these factors, management will order a new appraisal.

For non-individually evaluated loans, the fair value is determined by updating the present value of estimated future cash flows using the loan’s existing rate to reflect the payment schedule for the remaining life of the loan.

Equity Investment- Equity investments included in the table below are considered impaired with losses recognized on the income statement in net gains.  Fair value of the equity investment was based on an independent third party valuation report where the value was determined based on the revenue multiples of like kind information technology businesses.  These assets are included as Level 3 fair values based upon the lowest level of input that is significant to the fair value measurements.

Other real estate owned – Other real estate owned included in the table below are considered impaired with specific write-downs. Fair value of other real estate owned was based on independent third party appraisals of the properties. These values were determined based on the 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 the fair value measurements.

​

31

Table of Contents

For assets measured at fair value on a recurring and non-recurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2024 and December 31, 2023 were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements
at September 30, 2024 Using

​

​

​

​

Quoted

​

​

​

​

​

​

​

​

​

Prices in

​

Significant

​

​

​

​

​

Assets

​

Active Markets

​

Other

​

Significant

​

​

Measured at

​

for Identical

​

Observable

​

Unobservable

​

​

Fair Value

​

Assets

​

Inputs

​

Inputs

(in thousands)

    

09/30/24

    

(Level 1)

    

(Level 2)

    

(Level 3)

Recurring:

​

​

​

​

​

​

​

​

​

​

​

​

Investment securities available-for-sale:

​

​

​

​

​

​

​

​

​

​

​

​

U.S. government agencies

​

$

6,239

​

​

​

​

$

6,239

​

​

​

Residential mortgage-backed agencies

​

$

19,643

​

​

​

​

$

19,643

​

​

​

Commercial mortgage-backed agencies

​

$

28,353

​

​

​

​

$

28,353

​

​

​

Collateralized mortgage obligations

​

$

15,680

​

​

​

​

$

15,680

​

​

​

Obligations of states and political subdivisions

​

$

7,726

​

​

​

​

$

7,726

​

​

​

Corporate bonds

​

$

740

​

​

​

​

$

740

​

​

​

Collateralized debt obligations

​

$

14,779

​

​

​

​

​

​

​

$

14,779

Financial derivatives

​

$

438

​

​

​

​

$

438

​

​

​

Non-recurring:

​

​

​

​

​

​

​

​

​

​

​

​

Individually evaluated loans, net

​

$

1,111

​

​

​

​

​

​

​

$

1,111

Equity investment

​

$

3,569

​

​

​

​

​

​

​

$

3,569

Other real estate owned

​

$

2,698

​

​

​

​

​

​

​

$

2,698

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements
at December 31, 2023 Using

​

​

​

​

Quoted

​

​

​

​

​

​

​

​

Prices in

​

Significant

​

​

​

​

Assets/(liabilities)

​

Active Markets

​

Other

​

Significant

​

​

Measured at

​

for Identical

​

Observable

​

Unobservable

​

​

Fair Value

​

Assets

​

Inputs

​

Inputs

(in thousands)

    

12/31/23

    

(Level 1)

    

(Level 2)

    

(Level 3)

Recurring:

​

​

​

​

​

​

​

​

​

​

​

​

Investment securities available-for-sale:

​

​

​

​

​

​

​

​

​

​

​

​

U.S. government agencies

​

$

6,034

​

​

​

​

$

6,034

​

​

​

Residential mortgage-backed agencies

​

$

20,563

​

​

​

​

$

20,563

​

​

​

Commercial mortgage-backed agencies

​

$

28,417

​

​

​

​

$

28,417

​

​

​

Collateralized mortgage obligations

​

$

16,356

​

​

​

​

$

16,356

​

​

​

Obligations of states and political subdivisions

​

$

10,312

​

​

​

​

$

10,312

​

​

​

Corporate bonds

​

$

778

​

​

​

​

​

778

​

​

​

Collateralized debt obligations

​

$

14,709

​

​

​

​

​

​

​

$

14,709

Financial derivatives

​

$

756

​

​

​

​

$

756

​

​

​

Non-recurring:

​

​

​

​

​

​

​

​

​

​

​

​

Individually evaluated loans, net

​

$

—

​

​

​

​

​

​

​

$

—

Equity investment

​

$

3,087

​

​

​

​

​

​

​

$

3,087

Other real estate owned

​

$

4,443

​

​

​

​

​

​

​

$

4,443

​

Individually evaluated loans had a net carrying amount of $7.4 million and $3.0 million with no valuation allowance at September 30, 2024 or December 31, 2023, respectively.  Individually evaluated loans recorded at fair value at September 30, 2024 totalled $1.1 million which was inclusive of $0.5 million in partial charge-offs.  No individually evaluated loans were recorded at fair value at December 31, 2023.

​

32

Table of Contents

There were no transfers of assets between any of the fair value hierarchy for the nine-month periods ended September 30, 2024 or 2023.

For Level 3 assets and liabilities measured at fair value on a recurring and non-recurring basis as of September 30, 2024 and December 31, 2023, the significant unobservable inputs used in the fair value measurements were as follows:

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

    

Fair Value at
September 30,
2024

    

Valuation
Technique

    

Significant
Unobservable
Inputs

    

Significant
Unobservable
Input Value

Recurring:

​

​

​

​

​

​

​

​

​

Investment securities – available for sale -CDO

​

$

14,779

​

Discounted Cash Flow

​

Discount Margin

​

Range of high 300 to low 500

​

​

​

​

​

​

​

​

​

​

Non-recurring:

​

​

​

​

​

​

​

​

​

Individually evaluated loans, net

​

$

1,111

​

Market Comparable Properties

​

Marketability Discount

​

N/A

​

​

​

​

​

​

​

​

​

​

Equity investment

​

$

3,569

​

Market Method

​

Revenue Multiples

​

2.8x

​

​

​

​

​

​

​

​

​

​

Other real estate owned

​

$

2,698

​

Market Comparable Properties

​

Marketability Discount

​

5.0% to 15.0% (weighted avg 5.9%)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

    

Fair Value at
December 31,
2023

    

Valuation
Technique

    

Significant
Unobservable
Inputs

    

Significant
Unobservable
Input Value

Recurring:

​

​

​

​

​

​

​

​

​

Investment securities – available for sale -CDO

​

$

14,709

​

Discounted Cash Flow

​

Discount Margin

​

Range of low to mid 500 and low to mid 600

​

​

​

​

​

​

​

​

​

​

Non-recurring:

​

​

​

​

​

​

​

​

​

Equity investment

​

$

3,087

​

Market Method

​

Revenue Multiples

​

2.8x

​

​

​

​

​

​

​

​

​

​

Other real estate owned

​

$

4,443

​

Market Comparable Properties

​

Marketability Discount

​

5.0% to 15.0% (weighted avg 5.9%)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

33

Table of Contents

The following tables show a reconciliation of the beginning and ending balances for fair valued assets measured on a recurring basis using Level 3 significant unobservable inputs for the nine- and three-month periods ended September 30, 2024 and 2023:

​

​

​

​

​

​

​

Fair Value Measurements

​

​

Using Significant Unobservable Inputs

​

​

(Level 3)

​

​

Investment Securities

(in thousands)

    

Available for Sale

Beginning balance January 1, 2024

​

$

14,709

Total gains realized/unrealized:

​

​

​

Included in other comprehensive income

​

​

70

Ending balance September 30, 2024

​

$

14,779

​

​

​

​

​

​

​

Fair Value Measurements

​

​

Using Significant Unobservable Inputs

​

​

(Level 3)

​

​

Investment Securities

(in thousands)

    

Available for Sale

Beginning balance January 1, 2023

​

$

15,871

Total losses realized/unrealized:

​

​

​

Included in other comprehensive loss

​

​

(1,087)

Ending balance September 30, 2023

​

$

14,784

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements
Using Significant Unobservable Inputs
(Level 3)

(in thousands)

​

 Investment Securities
Available for Sale

Beginning balance July 1, 2024

​

$

13,975

Total gains realized/unrealized:

​

​

​

Included in other comprehensive income

​

​

804

Ending balance September 30, 2024

​

$

14,779

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements
Using Significant Unobservable Inputs
(Level 3)

(in thousands)

​

 Investment Securities
Available for Sale

Beginning balance July 1, 2023

​

$

14,105

Total gains realized/unrealized:

​

​

​

Included in other comprehensive loss

​

​

679

Ending balance September 30, 2023

​

$

14,784

​

There were no gains or losses included in earnings attributable to the change in realized/unrealized gains or losses related to the assets for the nine- or three-month periods ended September 30, 2024 or 2023.

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.

34

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, 2024

​

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

​

$

61,140

​

$

61,140

​

$

61,140

​

​

​

​

​

​

Interest bearing deposits in banks

​

​

1,252

​

​

1,252

​

​

1,252

​

​

​

​

​

​

Investment securities - AFS

​

​

93,160

​

​

93,160

​

​

​

​

$

78,381

​

$

14,779

Investment securities - HTM

​

​

174,054

​

​

149,348

​

​

​

​

​

147,501

​

​

1,847

Restricted bank stock

​

​

5,765

​

​

N/A

​

​

​

​

​

​

​

​

​

Loans, net

​

​

1,429,540

​

​

1,370,031

​

​

​

​

​

​

​

​

1,370,031

Financial derivatives

​

​

438

​

​

438

​

​

​

​

​

438

​

​

​

Accrued interest receivable

​

​

7,054

​

​

7,054

​

​

​

​

​

710

​

​

6,344

Financial Liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Deposits - non-maturity

​

​

1,398,567

​

​

1,398,567

​

​

​

​

​

1,398,567

​

​

​

Deposits - time deposits

​

​

141,828

​

​

140,400

​

​

​

​

​

140,400

​

​

​

Short-term borrowed funds

​

​

50,206

​

​

50,206

​

​

​

​

​

50,206

​

​

​

Long-term borrowed funds

​

​

120,929

​

​

120,915

​

​

​

​

​

120,915

​

​

​

Accrued interest payable

​

​

1,854

​

​

1,854

​

​

​

​

​

1,854

​

​

​

​

​

35

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

​

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

​

$

48,343

​

$

48,343

​

$

48,343

​

​

​

​

​

​

Interest bearing deposits in banks

​

​

1,410

​

​

1,410

​

​

1,410

​

​

​

​

​

​

Investment securities - AFS

​

​

97,169

​

​

97,169

​

​

​

​

$

82,460

​

$

14,709

Investment securities - HTM

​

​

214,297

​

​

184,415

​

​

​

​

​

182,510

​

​

1,905

Restricted bank stock

​

​

5,250

​

​

N/A

​

​

​

​

​

​

​

​

​

Loans, net

​

​

1,388,847

​

​

1,319,456

​

​

​

​

​

​

​

​

1,319,456

Financial derivative

​

​

778

​

​

778

​

​

​

​

​

778

​

​

​

Accrued interest receivable

​

​

7,487

​

​

7,487

​

​

​

​

​

828

​

​

6,659

Financial Liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Deposits - non-maturity

​

​

1,355,444

​

​

1,355,444

​

​

​

​

​

1,355,444

​

​

​

Deposits - time deposits

​

​

195,533

​

​

193,337

​

​

​

​

​

193,337

​

​

​

Short-term borrowed funds

​

​

45,418

​

​

45,418

​

​

​

​

​

45,418

​

​

​

Long-term borrowed funds

​

​

110,929

​

​

110,809

​

​

​

​

​

110,809

​

​

​

Accrued interest payable

​

​

612

​

​

612

​

​

​

​

​

612

​

​

​

​

36

Table of Contents

Note 7 – Accumulated Other Comprehensive Loss

The following table presents the changes in each component of accumulated other comprehensive loss for the three-month periods ended September 30, 2024, June 30, 2024, March 31, 2024, September 30, 2023, June 30, 2023 and March 31,2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Investment

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

securities-

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

with credit

​

Investment

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

related

​

securities-

​

Investment

​

​

​

​

​

​

​

​

​

​

​

​

​

​

impairment

​

all other

​

securities-

​

Cash Flow

​

Pension

​

​

​

​

​

​

(in thousands)

    

AFS

    

AFS

    

HTM

    

Hedge

    

Plan

    

SERP

    

Total

Accumulated OCL, net:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance - January 1, 2024

​

​

(2,482)

​

​

(13,217)

​

​

(5,201)

​

​

569

​

​

(14,263)

​

​

(1,233)

​

​

(35,827)

Other comprehensive income/(loss) before reclassifications

​

​

155

​

​

(459)

​

​

—

​

​

54

​

​

1,096

​

​

—

​

​

846

Amounts reclassified from accumulated other comprehensive income

​

​

(37)

​

​

—

​

​

118

​

​

—

​

​

149

​

​

29

​

​

259

Balance - March 31, 2024

​

$

(2,364)

​

$

(13,676)

​

$

(5,083)

​

$

623

​

$

(13,018)

​

$

(1,204)

​

$

(34,722)

Other comprehensive (loss)/income before reclassifications

​

​

(620)

​

​

(528)

​

​

—

​

​

(51)

​

​

(396)

​

​

—

​

​

(1,595)

Amounts reclassified from accumulated other comprehensive income

​

​

(40)

​

​

—

​

​

118

​

​

—

​

​

150

​

​

29

​

​

257

Balance - June 30, 2024

​

$

(3,024)

​

$

(14,204)

​

$

(4,965)

​

$

572

​

$

(13,264)

​

$

(1,175)

​

$

(36,060)

Other comprehensive income/(loss)before reclassifications

​

​

544

​

​

2,491

​

​

—

​

​

(238)

​

​

2,377

​

​

—

​

​

5,174

Amounts reclassified from accumulated other comprehensive income

​

​

(38)

​

​

—

​

​

134

​

​

—

​

​

148

​

​

29

​

​

273

Balance - September 30, 2024

​

$

(2,518)

​

$

(11,713)

​

$

(4,831)

​

$

334

​

$

(10,739)

​

$

(1,146)

​

$

(30,613)

​

​

Investment

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

securities-

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

with credit

​

Investment

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

related

​

securities-

​

Investment

​

​

​

​

​

​

​

​

​

​

​

​

​

​

impairment

​

all other

​

securities-

​

Cash Flow

​

Pension

​

​

​

​

​

​

(in thousands)

    

AFS

    

AFS

    

HTM

    

Hedge

    

Plan

    

SERP

    

Total

Balance - January 1, 2023

​

$

(1,711)

​

$

(16,380)

​

$

(5,703)

​

$

797

​

$

(16,603)

​

$

574

​

$

(39,026)

Other comprehensive (loss)/income before reclassifications

​

​

(1,180)

​

​

985

​

​

—

​

​

(138)

​

​

123

​

​

—

​

​

(210)

Amounts reclassified from accumulated other comprehensive income

​

​

(37)

​

​

—

​

​

133

​

​

—

​

​

184

​

​

(1)

​

​

279

Balance - March 31, 2023

​

$

(2,928)

​

$

(15,395)

​

$

(5,570)

​

$

659

​

$

(16,296)

​

$

573

​

$

(38,957)

Other comprehensive income/(loss) before reclassifications

​

​

111

​

​

(1,654)

​

​

—

​

​

150

​

​

(42)

​

​

—

​

​

(1,435)

Amounts reclassified from accumulated other comprehensive loss

​

​

(40)

​

​

—

​

​

129

​

​

—

​

​

195

​

​

(2)

​

​

282

Balance - June 30, 2023

​

$

(2,857)

​

$

(17,049)

​

$

(5,441)

​

$

809

​

$

(16,143)

​

$

571

​

$

(40,110)

Other comprehensive
  income/(loss) before
  reclassifications

​

​

475

​

​

(3,201)

​

​

—

​

​

11

​

​

(1,033)

​

​

—

​

​

(3,748)

Amounts reclassified from
  accumulated other
  comprehensive loss

​

​

(38)

​

​

—

​

​

130

​

​

—

​

​

194

​

​

(1)

​

​

285

Balance - September 30, 2023

​

$

(2,420)

​

$

(20,250)

​

$

(5,311)

​

$

820

​

$

(16,982)

​

$

570

​

$

(43,573)

​

​

​

37

Table of Contents

​

The following tables present the components of other comprehensive income/(loss) for the nine- and three-month periods ended September 30, 2024 and 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

Before

​

Tax

​

​

Components of Other Comprehensive Income

​

Tax

​

(Expense)

​

​

(in thousands)

    

Amount

    

Benefit

    

Net

For the nine months ended September 30, 2024

​

​

​

​

​

​

​

​

​

Available for sale (AFS) securities with credit related impairment:

​

​

​

​

​

​

​

​

​

Unrealized holding gains

​

$

103

​

$

(24)

​

$

79

Less: accretable yield recognized in income

​

​

152

​

​

(37)

​

​

115

Net unrealized loss on investments with credit related impairment

​

​

(49)

​

​

13

​

​

(36)

Available for sale securities – all other:

​

​

​

​

​

​

​

​

​

Unrealized holding gains

​

​

2,044

​

​

(540)

​

​

1,504

Held to maturity securities:

​

​

​

​

​

​

​

​

​

Unrealized holding gains on securities transferred to held to maturity

​

​

—

​

​

—

​

​

—

Less: amortization recognized in income

​

​

(503)

​

​

133

​

​

(370)

Net unrealized gains on HTM securities

​

​

503

​

​

(133)

​

​

370

Cash flow hedges:

​

​

​

​

​

​

​

​

​

Unrealized holding losses

​

​

(319)

​

​

84

​

​

(235)

Pension Plan:

​

​

​

​

​

​

​

​

​

Unrealized net actuarial gains

​

​

4,181

​

​

(1,104)

​

​

3,077

Less: amortization of unrecognized losses

​

​

(608)

​

​

161

​

​

(447)

Net pension plan liability adjustment

​

​

4,789

​

​

(1,265)

​

​

3,524

SERP:

​

​

​

​

​

​

​

​

​

Unrealized net actuarial gain

​

​

—

​

​

—

​

​

—

Less: amortization of unrecognized losses

​

​

(118)

​

​

31

​

​

(87)

Net SERP liability adjustment

​

​

118

​

​

(31)

​

​

87

Other comprehensive income

​

$

7,086

​

$

(1,872)

​

$

5,214

​

​

​

38

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

Before

​

Tax

​

​

Components of Other Comprehensive Loss

​

Tax

​

(Expense)

​

​

(in thousands)

    

Amount

    

Benefit

    

Net

For the nine months ended September 30, 2023

​

​

​

​

​

​

​

​

​

Available for sale (AFS) securities with credit related impairment:

​

​

​

​

​

​

​

​

​

Unrealized holding losses

​

$

(777)

​

$

183

​

$

(594)

Less: accretable yield recognized in income

​

​

152

​

​

(37)

​

​

115

Net unrealized losses on investments with credit related impairment

​

​

(929)

​

​

220

​

​

(709)

​

​

​

​

​

​

​

​

​

​

Available for sale securities – all other:

​

​

​

​

​

​

​

​

​

Unrealized holding losses

​

​

(5,065)

​

​

1,195

​

​

(3,870)

Held to maturity securities:

​

​

​

​

​

​

​

​

​

Unrealized holding gains on securities transferred to held to maturity

​

​

—

​

​

—

​

​

—

Less: amortization recognized in income

​

​

(513)

​

​

121

​

​

(392)

Net unrealized gains on HTM securities

​

​

513

​

​

(121)

​

​

392

Cash flow hedges:

​

​

​

​

​

​

​

​

​

Unrealized holding gains

​

​

30

​

​

(7)

​

​

23

Pension Plan:

​

​

​

​

​

​

​

​

​

Unrealized net actuarial losses

​

​

(1,250)

​

​

298

​

​

(952)

Less: amortization of unrecognized losses

​

​

(750)

​

​

177

​

​

(573)

Net pension plan liability adjustment

​

​

(500)

​

​

121

​

​

(379)

SERP:

​

​

​

​

​

​

​

​

​

Unrealized net actuarial gains

​

​

—

​

​

—

​

​

—

Less: amortization of unrecognized gains

​

​

6

​

​

(2)

​

​

4

Net SERP liability adjustment

​

​

(6)

​

​

2

​

​

(4)

Other comprehensive loss

​

$

(5,957)

​

$

1,410

​

$

(4,547)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Components of Other Comprehensive Income
(in thousands)

​

Before
Tax
Amount

​

Tax
(Expense)
Benefit

​

Net

For the three months ended September 30, 2024

​

​

​

​

​

​

​

​

​

Available for sale (AFS) securities with credit related impairment:

​

​

​

​

​

​

​

​

​

Unrealized holding gains

​

$

740

​

$

(196)

​

$

544

Less: accretable yield recognized in income

​

​

51

​

​

(13)

​

​

38

Net unrealized losses on investments with credit related impairment

​

​

689

​

​

(183)

​

​

506

Available for sale securities – all other:

​

​

​

​

​

​

​

​

​

Unrealized holding gains

​

​

3,384

​

​

(893)

​

​

2,491

Held to maturity securities:

​

​

​

​

​

​

​

​

​

Unrealized holding gains

​

​

—

​

​

—

​

​

—

Less: amortization recognized in income

​

​

(182)

​

​

48

​

​

(134)

Net unrealized gains on HTM securities

​

​

182

​

​

(48)

​

​

134

Cash flow hedges:

​

​

​

​

​

​

​

​

​

Unrealized holding losses

​

​

(323)

​

​

85

​

​

(238)

Pension Plan:

​

​

​

​

​

​

​

​

​

Unrealized net actuarial gains

​

​

3,229

​

​

(852)

​

​

2,377

Less: amortization of unrecognized loss

​

​

(202)

​

​

54

​

​

(148)

Net pension plan liability adjustment

​

​

3,431

​

​

(906)

​

​

2,525

SERP:

​

​

​

​

​

​

​

​

​

Unrealized net actuarial loss

​

​

—

​

​

—

​

​

—

Less: amortization of unrecognized losses

​

​

(39)

​

​

10

​

​

(29)

Net SERP liability adjustment

​

​

39

​

​

(10)

​

​

29

Other comprehensive income

​

$

7,402

​

$

(1,955)

​

$

5,447

​

39

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Components of Other Comprehensive Loss
(in thousands)

​

Before
Tax
Amount

​

Tax
(Expense)
Benefit

​

Net

For the three months ended September 30, 2023

​

​

​

​

​

​

​

​

​

Available for sale (AFS) securities with credit related impairment:

​

​

​

​

​

​

​

​

​

Unrealized holding gains

​

$

633

​

$

(158)

​

$

475

Less: accretable yield recognized in income

​

​

51

​

​

(13)

​

​

38

unrealized losses on investments with credit related impairment

​

​

582

​

​

(145)

​

​

437

Available for sale securities – all other:

​

​

​

​

​

​

​

​

​

Unrealized holding losses

​

​

(4,183)

​

​

982

​

​

(3,201)

Held to maturity securities:

​

​

​

​

​

​

​

​

​

Unrealized holding gains

​

​

—

​

​

—

​

​

—

Less: amortization recognized in income

​

​

(167)

​

​

37

​

​

(130)

Net unrealized gains on HTM securities

​

​

167

​

​

(37)

​

​

130

Cash flow hedges:

​

​

​

​

​

​

​

​

​

Unrealized holding gains

​

​

14

​

​

(3)

​

​

11

Pension Plan:

​

​

​

​

​

​

​

​

​

Unrealized net actuarial loss

​

​

(1,352)

​

​

319

​

​

(1,033)

Less: amortization of unrecognized loss

​

​

(251)

​

​

57

​

​

(194)

Net pension plan liability adjustment

​

​

(1,101)

​

​

262

​

​

(839)

SERP:

​

​

​

​

​

​

​

​

​

Unrealized net actuarial loss

​

​

—

​

​

—

​

​

—

Less: amortization of unrecognized gains

​

​

2

​

​

(1)

​

​

1

Net SERP liability adjustment

​

​

(2)

​

​

1

​

​

(1)

Other comprehensive loss

​

$

(4,523)

​

$

1,060

​

$

(3,463)

​

The following table presents the details of amounts reclassified from accumulated other comprehensive income/(loss) for the nine- and three-month periods ended September 30, 2024 and 2023:

​

​

​

​

​

​

​

​

​

​

Amounts Reclassified from

​

Nine Months Ended

​

​

Accumulated Other Comprehensive Income/(Loss)

​

September 30,

​

Affected Line Item in the Statement

(in thousands)

    

2024

    

2023

    

Where Net Income is Presented

Net unrealized gains on available for sale investment securities with credit related impairment:

​

​

​

​

​

​

​

​

Accretable yield

​

$

152

​

$

152

​

Interest income on taxable investment securities

Taxes

​

​

(37)

​

​

(37)

​

Credit for income tax expense

​

​

$

115

​

$

115

​

Net of tax

Net unrealized losses on held to maturity securities:

​

​

​

​

​

​

​

​

Amortization

​

$

(503)

​

$

(513)

​

Interest income on taxable investment securities

Taxes

​

​

133

​

​

121

​

Provision for income tax expense

​

​

$

(370)

​

$

(392)

​

Net of tax

Net pension plan liability adjustment:

​

​

​

​

​

​

​

​

Amortization of unrecognized losses

​

$

(608)

​

$

(750)

​

Other Expense

Taxes

​

​

161

​

​

177

​

Provision for income tax expense

​

​

$

(447)

​

$

(573)

​

Net of tax

Net SERP liability adjustment:

​

​

​

​

​

​

​

​

Amortization of unrecognized (losses)/gains

​

$

(118)

​

$

6

​

Other Expense

Taxes

​

​

31

​

​

(2)

​

Provision/(credit) for income tax expense

​

​

$

(87)

​

$

4

​

Net of tax

Total reclassifications for the period

​

$

(789)

​

$

(846)

​

Net of tax

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

40

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amounts Reclassified from

​

Three Months Ended

​

​

Accumulated Other Comprehensive Income/(Loss)

​

September 30,

​

Affected Line Item in the Statement

(in thousands)

​

2024

​

2023

​

Where Net Income is Presented

Net unrealized gains on available for sale investment securities with credit related impairment:

​

​

​

​

​

​

​

​

Accretable yield

​

$

51

​

$

51

​

Interest income on taxable investment securities

Taxes

​

​

(13)

​

​

(13)

​

Credit for income tax expense

​

​

$

38

​

$

38

​

Net of tax

Net unrealized losses on held to maturity securities:

​

​

​

​

​

​

​

​

Amortization

​

$

(182)

​

$

(167)

​

Interest income on taxable investment securities

Taxes

​

​

48

​

​

37

​

Provision for income tax expense

​

​

$

(134)

​

$

(130)

​

Net of tax

Net pension plan liability adjustment:

​

​

​

​

​

​

​

​

Amortization of unrecognized losses

​

$

(202)

​

$

(251)

​

Other expense

Taxes

​

​

54

​

​

57

​

Provision for income tax expense

​

​

$

(148)

​

$

(194)

​

Net of tax

Net SERP liability adjustment:

​

​

​

​

​

​

​

​

Amortization of unrecognized (losses)/gains

​

$

(39)

​

$

2

​

Other expense

Taxes

​

​

10

​

​

(1)

​

Provision/(credit) for income tax expense

​

​

$

(29)

​

$

1

​

Net of tax

Total reclassifications for the period

​

$

(273)

​

$

(285)

​

Net of tax

​

​

​

​

​

​

​

​

​

​

​

​

​

Note 8 - Equity Compensation Plan Information

​

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

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

Pursuant to First United Corporation’s director compensation policy, each director receives an annual retainer of 1,000 shares of First United Corporation common stock, plus $15,000 to be paid, at the director’s election, in cash or additional shares of common stock.   In May 2024, a total of 14,325 fully vested shares of common stock were issued to directors, which had a grant date fair value of $21.94 per share.  In May 2023, a total of 16,931 fully vested shares of common stock were issued to directors, which had a grant date fair value of $13.23 per share.  In January 2023, a total of 333 fully vested shares of common stock were issued to a new director, which had a grant date fair value of $19.36 per share.  In October 2023, a total of 852 fully vested  shares of common stock were issued  to a new director  which had a grant date  fair value of $16.26  per  share.    Director stock compensation was $213,536 and $194,001 for the nine-month periods ended September 30, 2024 and 2023, respectively. Director stock compensation expense was $78,573 and $56,000 for the three-month periods ended September 30, 2024 and 2023, respectively.  

Employee stock compensation expense was $8,240 and $12,092 for the nine-month periods ended September 30, 2024 and 2023, respectively.  Employee stock compensation expense was $2,483 and $4,892 for the three-month periods ended September 30, 2024 and 2023, respectively.

41

Table of Contents

Restricted Stock Units

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

The RSUs granted to each of the foregoing officers consist of (i) a performance vesting award for a three year performance period and (ii) a time-vesting award that will vest ratably over a three year period. Target performance levels were set based on the annual budget which supports the Corporation’s long-term objective of achieving high performance as compared to peers. Threshold performance is the minimum level of acceptable performance as defined by the Compensation Committee and maximum performance represented a level potentially achievable under ideal circumstances. Achievement of all threshold performance levels would result in each executive participant earning a payout at 50% of his or her respective target award opportunity. Achievement of all target performance levels would result in the executive participant earning the target award.  Achievement at or above all maximum performance levels would result in the executive participant earning 150% of the target opportunity. Actual results for any goal that falls between performance levels would be interpolated to calculate a proportionate award.

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

In May 2021, RSUs relating to 7,389 performance vesting shares and 3,693 time vesting shares (target level) for plan year 2021 were granted, which had a grant date fair market value of $17.93 per share of common stock underlying each RSU.  The performance period for the performance-vesting RSUs was the three-year period ended December 31, 2023.  On March 9, 2024, it was determined that 7,389 performance-vesting RSUs failed to vest.  The time-vesting RSUs will vest ratably over a three year period that began on May 5, 2022. On May 5, 2022, 1,230 shares of the 3,693 time-vesting RSUs were issued to participants.  On May 5, 2023, 1,230 additional shares of the 3,693 time-vesting RSUs were issued to participants.  On May 5, 2024, the remaining 1,233 shares of the 3,693 time-vesting RSUs were issued to participants.  Stock compensation expense was $7,365 and $49,714 for the nine-month periods ended September 30, 2024 and 2023, respectively.  Stock compensation expense was $0 and $16,571 for the three-month periods ended September 30, 2024 and 2023, respectively.  All compensation expense related to the 2021 LTIP plans was recognized as of September 30, 2024.

In March 2022, RSUs relating to 8,096 performance vesting shares and 6,238 time vesting shares (target level) for plan year 2022 were granted, which had a grant date fair market value of $21.88 per share of common stock underlying each RSU.  The performance period for the performance-vesting RSUs is the three-year period ending December 31, 2024.  The time-vesting RSUs will vest ratably over a three year period that began on March 9, 2023.  On March 9, 2023, 2,079 shares of the 6,238 time-vesting RSUs were issued to participants. On March 9, 2024, 2,079 additional shares of the 6,238 time-vesting RSUs were issued to participants.  In the third quarter of 2024, it was projected that the performance metric will fail to vest; and, the stock compensation expense was adjusted accordingly.  Net stock compensation (credit)/expense was ($69,228) and $78,436 for the nine-month periods ended September 30, 2024 and 2023, respectively.  Net stock compensation (credit)/expense was ($121,518) and $26,145 for the three-month periods ended September 30, 2024 and 2023, respectively. Unrecognized compensation expense as of September 30, 2024 related to unvested RSUs was $22,758.

In March 2023, RSUs relating to 10,214 performance vesting shares and 7,920 time vesting shares (target level) for plan year 2023 were granted, which had a grant date fair market value of $18.25 per share of common stock underlying each RSU.  The performance period for the performance-vesting RSUs is the three-year period ending December 31, 2025.  The time-vesting RSUs will vest ratably over a three year period that began on March 15, 2024.  On March 15, 2024, 2,639 shares of the 7,920 time-vesting RSUs were issued to participants.  Stock compensation expense was $82,755 and $55,170 for the nine-month periods ended September 30, 2024 and 2023, respectively.  Stock compensation expense was $27,585 for both of the three-month periods ended September 30, 2024 and 2023.  Unrecognized compensation expense as of September 30, 2024 related to unvested RSUs was $165,509.

42

Table of Contents

In May 2024, RSUs relating to 8,593 performance vesting shares and 6,662 time vesting shares (target level) for plan year 2024 were granted, which had a grant date fair market value of $22.26 per share of common stock underlying each RSU.  The performance period for the performance-vesting RSUs is the three-year period ending December 31, 2026.  The time-vesting RSUs will vest ratably over a three-year period that began on May 20, 2025.  Stock compensation expense was $37,752 for the nine-month period ended September 30, 2024.  Stock compensation expense was $28,314 for the three-month period ended September 30, 2024. Unrecognized compensation expense as of September 30, 2024 related to unvested RSUs was $302,016.

Note 9– Derivative Financial Instruments

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

In March 2016, the Corporation entered into four interest rate swap contracts totaling $30.0 million notional amount, hedging future cash flows associated with floating rate trust preferred debt. As of September 30, 2024, $15.0 million notional amount remains.   The interest rate swap creates an effective fixed interest rate of 4.6550% on the $15.0 million notional amount of the Corporation’s junior subordination debt until the interest rate swap’s maturity in March 2026.  The fair value of the interest rate swap contracts was $0.4 million and $0.8 million at September 30, 2024 and December 31, 2023, respectively.

For the nine- and three-month periods ended September 30, 2024, the Corporation recorded decreases in the value of the derivatives of $319,000 and $323,000, respectively, and the related deferred tax benefits of $84,000 and $85,000, respectively, in net accumulated other comprehensive income to reflect the effective portion of cash flow hedges.  This compares to an increases of $30,000 and $14,000, respectively, and related deferred taxes of $7,000 and $3,000, respectively, for the nine-and three-months ended September 30, 2023.  ASC Subtopic 815-30 requires the net accumulated other comprehensive income/(loss) to be reclassified to earnings if the hedge becomes ineffective or is terminated. There was no hedge ineffectiveness recorded for any of the nine-month periods or three-month periods ended September 30, 2024 or 2023. 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, 2024.

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, 2024 and 2023.

​

​

​

​

​

​

​

​

​

​

​

Derivative in Cash Flow Hedging Relationships

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of gain or

​

​

​

​

​

​

​

​

(loss) recognized in

​

​

Amount of gain or

​

Amount of gain or

​

income or derivative

​

​

(loss) recognized in

​

(loss) reclassified from

​

(ineffective portion

​

​

OCI on derivative

​

accumulated OCI into

​

and amount excluded

​

​

(effective portion),

​

income (effective

​

from effectiveness

(in thousands)

    

net of tax

    

portion) (a)

    

testing) (b)

Interest rate contracts:

​

​

​

​

​

​

​

​

​

Nine months ended:

​

​

​

​

​

​

​

​

​

September 30, 2024

​

$

(235)

​

$

—

​

$

—

September 30, 2023

​

​

23

​

​

—

​

​

—

Three months ended:

​

​

​

​

​

​

​

​

​

September 30, 2024

​

$

(238)

​

$

—

​

$

—

September 30, 2023

​

​

11

​

​

—

​

​

—

​

Notes:

(a) Reported as interest expense
(b) Reported as other income

43

Table of Contents

​

Note 10 – Regulatory Capital Requirements

The following table presents the Bank’s capital ratios as of September 30, 2024 and December 31, 2023.

​

​

​

​

​

​

​

​

​

​

​

​

    

September 30,
2024

    

December 31,
2023

    

Required for
Capital
Adequacy
Purposes

    

Required
to be Well
Capitalized

 

Total Capital (to risk-weighted assets)

​

14.53

%  

14.05

%  

8.00

%  

10.00

%

Tier 1 Capital (to risk-weighted assets)

​

13.28

%  

12.81

%  

6.00

%  

8.00

%

Common Equity Tier 1 Capital (to risk-weighted assets)

​

13.28

%  

12.81

%  

4.50

%  

6.50

%

Tier 1 Capital (to average assets)

​

10.68

%  

9.92

%  

4.00

%  

5.00

%

​

As of September 30, 2024 and December 31, 2023, the Bank was considered “well capitalized” under the regulatory framework for prompt corrective action.  

​

Note 11 – Deposits

The following table summarizes deposits at September 30, 2024 and December 31, 2023.

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

    

September 30, 2024

    

December 31, 2023

​

​

​

Balance

​

Percent

​

​

Balance

​

Percent

Non-Interest-bearing deposits:

​

$

419,437

    

27%

​

$

427,670

​

28%

Interest-bearing deposits:

​

​

​

​

​

​

​

​

​

​

Demand

​

​

382,453

​

25%

​

​

350,860

​

22%

Money market-retail

​

​

420,200

​

27%

​

​

385,649

​

25%

Money market- brokered

​

​

1

​

0%

​

​

—

​

—

Savings deposits

​

​

176,476

​

12%

​

​

191,265

​

12%

Time deposits- retail

​

​

141,828

​

9%

​

​

165,533

​

11%

Time deposits- brokered

​

​

—

​

—

​

​

30,000

​

2%

Total Deposits

​

$

1,540,395

​

100%

​

$

1,550,977

​

100%

​

​

Note 12 – Borrowed Funds

The following is a summary of borrowings at September 30, 2024 and December 31, 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

​

September 30,
2024

​

December 31,
2023

Short-term borrowings:

​

​

​

​

​

​

Securities sold under agreements to repurchase:

​

​

​

​

​

​

Outstanding at end of period

​

$

21,206

​

$

45,418

Weighted average interest rate at end of period

​

​

0.24%

​

​

0.27%

Maximum amount outstanding as of any month end

​

$

44,415

​

$

59,777

Average amount outstanding

​

$

33,290

​

$

50,498

Approximate weighted average rate during the period

​

​

0.26%

​

​

0.24%

Overnight borrowings, weighted average interest rate of 5.00% at September 30, 2024

​

$

29,000

​

$

—

Long-term borrowings:

​

​

​

​

​

​

FHLB advances, bearing fixed interest rate ranging from 3.84% to 4.04% at September 30, 2024 and rates ranging from 4.53% to 4.69% at December 31, 2023.

​

$

90,000

​

$

80,000

Junior subordinated debt, bearing variable interest rate of 7.95% at September 30, 2024 and 8.39% at December 31, 2023

​

​

30,929

​

​

30,929

Total borrowings outstanding

​

$

171,135

​

$

156,347

44

Table of Contents

​

Short-term borrowings increased  by $4.8 million when compared to December 31, 2023, which were comprised of $29.0 million in overnight borrowings from the Federal Reserve offset by a shift of approximately $22.0 million in overnight investment sweep balances into FDIC insured accounts due to management’s strategy to release pledging of investment securities for municipalities to provide additional liquidity.  Overnight borrowings outstanding at September 30, 2024 are secured by AFS and HTM investment securities.

​

At September 30, 2024, the repurchase agreements were secured by $32.5 million in investment securities issued by government related agencies.  A minimum of 102% of fair value is pledged against account balances.

​

Long-term borrowings increased by $10.0 million when compared to December 31, 2023.  Maturities of Federal Home Loan Bank (“FHLB”) advances of $40.0 million in March and $40.0 million in September were fully repaid.  During the third quarter and after the Federal Reserve announced that it would reduce rates by 50 basis points, the Bank borrowed $90.0 million in three new FHLB advances with maturities of 12- and 18-months and a weighted average rate of 3.89%.  All outstanding FHLB advances at September 30, 2024 and December 31, 2023 are secured by certain eligible residential real estate and commercial real estate loans as permitted by FHLB.

​

The following table presents contractual maturities of long-term borrowings outstanding at September 30, 2024 and December 31 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 2024

​

December 31, 2023

(in thousands)

​

Fixed Rate

​

Floating Rate

​

Total

​

Fixed Rate

​

Floating Rate

​

Total

Due in 2024

​

$

—

​

$

—

​

$

—

​

$

80,000

​

$

—

​

$

80,000

Due in 2025

​

​

25,000

​

​

—

​

​

25,000

​

​

—

​

​

—

​

​

—

Due in 2026

​

​

65,000

​

​

—

​

​

65,000

​

​

—

​

​

—

​

​

—

Thereafter

​

​

—

​

​

30,929

​

​

30,929

​

​

—

​

​

30,929

​

​

30,929

Total long-term debt

​

$

90,000

​

$

30,929

​

$

120,929

​

$

80,000

​

$

30,929

​

$

110,929

​

​

​

Note 13 – Segment Reporting

Currently, the Corporation conducts business in two operating segments:  (i) Community Banking; and (ii) Trust and Investment Services.  The accounting policies of the segments are the same as those described in the summary of significant accounting policies provided earlier in this report.

Business activity for the operating segments are as follows:

Community Banking:  The Community Banking segment is conducted through the Bank and involves delivering a broad range of financial products and services, including various loan and deposit products, to consumer, business, and not-for-profit customers.  Parent company income and assets are included in the Community Banking segment, as the majority of parent company functions are related to this segment.  Major revenue sources include net interest income, gains on sales of mortgage loans, and service charges on deposit accounts.  Expenses include personnel, occupancy, marketing, equipment, and other expenses.  Non-cash charges other than depreciation of fixed assets were immaterial for the nine- and three-month periods ended September 30, 2024 and 2023.

Trust and Investment Services:  The Trust and Investment Services segment is conducted through the Bank and offers corporate trustee services, trust and estate administration, IRA administration and custody services.  Revenues for this segment is generated from administration, service and custody fees, as well as management fees that are derived from Assets Under Management.  Expenses include personnel, occupancy, marketing, equipment, and other expenses.   Non-cash charges associated with amortization of intangibles were approximately $156,000 for both of the nine-month periods ended September 30, 2024 and 2023 and $52,000 for both of the three-month periods ended September 30, 2024 and 2023.

​

45

Table of Contents

Information for the operating segments for the nine- and three-month periods ended September 30, 2024 and 2023 are presented in the following tables:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

​

​

​

September 30,
2024

​

​

​

​

​

​

​

Trust and

​

​

​

​

​

​

​

Community

​

​

Investment

​

​

​

(in thousands)

​

​

​

Banking

​

​

Services

​

​

Total

Interest income

​

​

$

68,268

​

$

-

​

$

68,268

Interest expense

​

​

​

23,990

​

​

-

​

​

23,990

Credit loss expense

​

​

​

2,404

​

​

-

​

​

2,404

Non-interest income

​

​

​

6,844

​

​

7,925

​

​

14,769

Non-interest expense

​

​

​

33,663

​

​

3,896

​

​

37,559

Income before income taxes and intercompany fees

​

​

​

15,055

​

​

4,029

​

​

19,084

Intercompany management fee income (expense)

​

​

​

9

​

​

(9)

​

​

-

Income before income taxes

​

​

​

15,064

​

​

4,020

​

​

19,084

Income tax expense

​

​

​

3,857

​

​

844

​

​

4,701

Net income

​

​

$

11,207

​

$

3,176

​

$

14,383

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

​

​

​

September 30, 2023

​

​

​

​

​

​

​

Trust and

​

​

​

​

​

​

​

Community

​

​

Investment

​

​

​

(in thousands)

​

​

​

Banking

​

​

Services

​

​

Total

Interest income

​

​

$

58,965

​

$

-

​

$

58,965

Interest expense

​

​

​

16,289

​

​

-

​

​

16,289

Credit loss expense

​

​

​

1,201

​

​

-

​

​

1,201

Non-interest income

​

​

​

6,927

​

​

6,933

​

​

13,860

Non-interest expense

​

​

​

34,070

​

​

3,864

​

​

37,934

Income before income taxes and intercompany fees

​

​

​

14,332

​

​

3,069

​

​

17,401

Intercompany management fee income (expense)

​

​

​

9

​

​

(9)

​

​

-

Income before income taxes

​

​

​

14,341

​

​

3,060

​

​

17,401

Income tax expense

​

​

​

3,456

​

​

643

​

​

4,099

Net income

​

​

$

10,885

​

$

2,417

​

$

13,302

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

​

​

September 30,
2024

​

​

​

​

​

​

​

Trust and

​

​

​

​

​

​

​

Community

​

​

Investment

​

​

​

(in thousands)

​

​

​

Banking

​

​

Services

​

​

Total

Interest income

​

​

$

23,257

​

$

-

​

$

23,257

Interest expense

​

​

​

8,029

​

​

-

​

​

8,029

Credit loss expense

​

​

​

264

​

​

-

​

​

264

Non-interest income

​

​

​

2,428

​

​

2,625

​

​

5,053

Non-interest expense

​

​

​

11,048

​

​

1,266

​

​

12,314

Income before income taxes and intercompany fees

​

​

​

6,344

​

​

1,359

​

​

7,703

Intercompany management fee income (expense)

​

​

​

3

​

​

(3)

​

​

-

Income before income taxes

​

​

​

6,347

​

​

1,356

​

​

7,703

Income tax expense

​

​

​

1,647

​

​

285

​

​

1,932

Net income

​

​

$

4,700

​

$

1,071

​

$

5,771

46

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

​

​

September 30, 2023

​

​

​

​

​

​

​

Trust and

​

​

​

​

​

​

​

Community

​

​

Investment

​

​

​

(in thousands)

​

​

​

Banking

​

​

Services

​

​

Total

Interest income

​

​

$

21,164

​

$

-

​

$

21,164

Interest expense

​

​

​

7,180

​

​

-

​

​

7,180

Credit loss credit

​

​

​

263

​

​

-

​

​

263

Non-interest income

​

​

​

2,515

​

​

2,383

​

​

4,898

Non-interest expense

​

​

​

11,507

​

​

1,278

​

​

12,785

Income before income taxes and intercompany fees

​

​

​

4,729

​

​

1,105

​

​

5,834

Intercompany management fee income (expense)

​

​

​

3

​

​

(3)

​

​

-

Income before income taxes

​

​

​

4,732

​

​

1,102

​

​

5,834

Income tax expense

​

​

​

1,090

​

​

231

​

​

1,321

Net income

​

​

$

3,642

​

$

871

​

$

4,513

​

Total non-fiduciary assets of the trust and investment services segment were $0.6 million (including $0.5 million in intangible assets) at September 30, 2024 and $0.7 million (including $0.6 million in intangible assets) at December 31, 2023.  All other assets (including goodwill of $11.0 million at both September 30, 2024 and December 31, 2023 and other intangible assets of $0.4 million and $0.5 million at September 30, 2024 and December 31, 2023, respectively) were held by the community banking segment.

​

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

INTRODUCTION

The following discussion and analysis is intended as a review of material changes in and significant factors affecting the financial condition and results of operations of First United Corporation and its consolidated subsidiaries for the periods indicated. This discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and the notes thereto contained in Item 1 of Part I of this report, as well as the audited consolidated financial statements and related notes included in First United Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023.

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

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not represent historical facts, but are statements about management’s beliefs, plans and objectives about the future, as well as its assumptions and judgments concerning such beliefs, plans and objectives. These statements are evidenced by terms such as "anticipate," "estimate," "should," “will”, "expect," "believe," "intend," and similar expressions. Although these statements reflect management’s good faith beliefs and projections, they are not guarantees of future performance and they may not prove true. The beliefs, plans and objectives on which forward-looking statements are based involve risks and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. For a discussion of these risks and uncertainties, see the section of the periodic reports that First United Corporation files with the Securities and Exchange Commission entitled "Risk Factors".

FIRST UNITED CORPORATION

First United Corporation is a Maryland corporation chartered in 1985 and a financial holding company registered with the Board of Governors of the Federal Reserve System (the “FRB”) under the Bank Holding Company Act of 1956, as amended, that elected financial holding company status in 2021.

47

Table of Contents

The Corporation’s primary business is serving as the parent company of First United Bank & Trust, a Maryland trust company (the “Bank”), First United Statutory Trust I (“Trust I”) and First United Statutory Trust II (“Trust II” and together with Trust I, “the Trusts”), both Connecticut statutory business trusts. The Trusts were formed for the purpose of selling trust preferred securities that qualified as Tier 1 capital. The Bank has two consumer finance company subsidiaries- OakFirst Loan Center, Inc., a West Virginia corporation, and OakFirst Loan Center, LLC, a Maryland limited liability company – and two subsidiaries that it uses to hold real estate acquired through foreclosure or by deed in lieu of foreclosure – First OREO Trust, a Maryland statutory trust, and FUBT OREO I, LLC, a Maryland limited liability company. In addition, the Bank owns 99.9% of the limited partnership interests in Liberty Mews Limited Partnership, a Maryland limited partnership formed for the purpose of acquiring, developing and operating low-income housing units in Garrett County, Maryland, and a 99.9% non-voting membership interest in MCC FUBT Fund, LLC, 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, 2024, the Corporation’s total assets were $1.9 billion, net loans were $1.4 billion, and deposits were $1.5 billion. Shareholders’ equity at September 30, 2024 was $174.0 million.

We maintain an Internet site at www.mybank.com on which we make available, free of charge, First United Corporation’s 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.

48

Table of Contents

SELECTED FINANCIAL DATA

The following table sets forth certain selected financial data for the nine-month periods ended September 30, 2024 and 2023 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,

​

​

    

2024

    

2023

 

Per Share Data

​

​

​

​

​

​

​

Basic net income per common share

​

$

2.20

​

$

1.99

​

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

​

$

2.26

​

$

1.99

​

Diluted net income per common share

​

$

2.19

​

$

1.98

​

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

​

$

2.25

​

$

1.98

​

Basic book value per common share

​

$

26.90

​

$

23.08

​

Diluted book value per common share

​

$

26.84

​

$

23.03

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Significant Ratios:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Return on Average Assets

​

​

0.99

%

​

0.93

%

Accelerated depreciation expense, net of tax

​

​

0.02

%

​

—

%

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

​

​

1.01

%

​

0.93

%

​

​

​

​

​

​

​

​

Return on Average Equity

​

​

11.52

%

​

11.44

%

Accelerated depreciation expense, net of tax

​

​

0.26

%

​

—

%

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

​

​

11.78

%

​

11.44

%

​

​

​

​

​

​

​

​

Average Equity to Average Assets

​

​

8.58

%

​

8.14

%

​

​

​

​

​

​

​

​

Bank Capital Ratios:

​

​

​

​

​

​

​

Consolidated Total Capital (to risk weighted assets)

​

​

14.53

%

​

14.12

%

Consolidated Tier 1 Capital (to risk weighted assets)

​

​

13.28

%

​

9.81

%

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

​

​

13.28

%

​

12.60

%

Consolidated Tier 1 Capital (to average assets)

​

​

10.68

%

​

9.81

%

(1) See reconciliation of this non-GAAP financial measure provided elsewhere herein.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

RESULTS OF OPERATIONS

Overview

Consolidated net income was $5.8 million for the third quarter of 2024.  This compares to $4.5 million for the third quarter of 2023 and $4.9 million for the second quarter of 2024.  Basic and diluted net income was $0.89 per share for the third quarter of 2024, compared to basic and diluted net income of $0.67 per share for the third quarter of 2023 and $0.75 per share for the second quarter of 2024.

​

The $1.3 million increase in quarterly net income year over year was primarily driven by a $1.2 million increase in net interest income. The increase in net interest income was related to the $3.0 million increase in interest on loans due to new loans being booked at higher rates and the repricing of adjustable-rate loans. This increase was partially offset by the $0.9 million increase in interest paid on deposits due to continued competitive pricing pressures. An increase of $0.4 million in interest expense on short-term borrowings related to the Bank Term Funding Program (“ BTFP”) was offset by the $0.5 million reduction in interest expense on long-term borrowings related to the repayment of $80.0 million of Federal Home Loan Bank (“FHLB”) advances in the first nine months of 2024.

49

Table of Contents

Comparing the third quarter of 2024 to the same period in 2023, other activity was a $0.2 million increase in wealth management income due to improving market conditions and growth of new relationships and a decrease in operating expenses of $0.5 million driven by reductions in check fraud related expenses, occupancy and equipment, data processing, and marketing expenses, partially offset by increased salaries and benefits. The provision for income tax was up $0.6 million when comparing the two quarters due to increased net income before tax.

​

Year-to-date net income for the first nine months of 2024 was $14.4 million compared to $13.3 million for the same period in 2023.   The increased net income was driven by a year-over-year increase of $1.6 million in net interest income driven by a $9.3 million increase in interest income primarily related to increased interest and fees on loans, partially offset by a $7.7 million increase in interest expense due to continued pricing pressure on deposits and our use of the BTFP.  The increase in net interest income was partially offset by a $1.2 million increase in provision for credit losses driven by an increase in net charge-offs of $1.2 million, which was primarily due to a $1.1 million charge-off in the commercial and industrial portfolio related to one non-accrual credit where collateral was sold through a liquidation auction at depressed prices.  Operating income increased $0.9 million, primarily as the result of increased wealth management income.  Operating expenses decreased by $0.4 million and was driven by reductions in professional services, and pension benefits expense, a $0.5 million reduction in check fraud expense, and a reduction in other miscellaneous expenses, partially offset by a $0.4 million increase in salaries and benefits.

​

Other operating income, including net gains, for the third quarter of 2024 increased by $0.2 million when compared to the same period of 2023.  The increase was driven by an increase of $0.2 million in trust and brokerage income due to improving market conditions, increased annuity sales and growth in new and existing customer relationships.  Gains on sales of mortgages declined slightly when comparing the third quarter of 2024 to the same period of 2023 primarily due to reduced activity in the elevated interest rate environment.  Service charge income and debit card income remained stable.

​

Other operating income for the nine months ended September 30, 2024 increased by $0.9 million when compared to the same period of 2023.  This increase was primarily due to the $1.0 million increase in trust and brokerage income that resulted from improving market conditions, increased annuity sales and growth in new and existing customer relationships.  Service charge and debit card income were both stable when comparing the first nine months of 2024 to the same period of 2023.

​

Operating expenses decreased by $0.5 million in the third quarter of 2024 when compared to the third quarter of 2023.  The decrease was related to a $0.2 million decrease in occupancy, equipment and data processing expenses, a $0.3 million decrease in check fraud related expenses, and decreases in other miscellaneous expenses such as marketing, contributions, net other real estate owned (“OREO”) expenses, and pension benefit expenses.  These decreases were partially offset by a $0.2 million increase in salaries and benefits related to increased executive and employee incentive accruals, 401(k) plan expense and wellness costs offset by overall reduced salaries and wages.

​

For the nine months ended September 30, 2024, non-interest expenses decreased by $0.4 million when compared to the nine months ended September 30, 2023.  The decrease was primarily attributable to a $0.5 million decrease in check fraud expenses and decreases in professional services, equipment, net OREO expense, line rentals, pension benefit expenses, and other miscellaneous expenses such as marketing, contributions, contract labor, and investor relations.  These decreases were partially offset by increased occupancy, data processing expenses and salaries and benefits related to increased incentives, 401K expense, wellness expense and loan origination costs, offset by reductions in life and health insurance costs.

​

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 an 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.

​

50

Table of Contents

The tables below summarize net interest income for the nine- and three-month periods ended September 30, 2024 and 2023.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-GAAP

GAAP

​

​

​

​

Nine Months Ended

Nine Months Ended

​

​

​

​

September 30,

September 30,

​

(in thousands)

    

​

2024

    

2023

    

2024

    

2023

    

Interest income

​

$

68,444

​

$

59,531

​

$

68,268

​

$

58,965

​

Interest expense

​

​

23,990

​

​

16,289

​

​

23,990

​

​

16,289

​

Net interest income

​

$

44,454

​

$

43,242

​

$

44,278

​

$

42,676

​

Net interest margin %

​

​

3.34

%

​

3.30

%

​

3.32

%

​

3.26

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

Three Months Ended

​

​

​

​

September 30,

September 30,

​

(in thousands)

​

​

2024

​

​

2023

​

​

2024

​

​

2023

​

Interest income

​

$

23,318

​

$

21,276

​

$

23,257

​

$

21,164

​

Interest expense

​

​

8,029

​

​

7,180

​

​

8,029

​

​

7,180

​

Net interest income

​

$

15,289

​

$

14,096

​

$

15,228

​

$

13,984

​

Net interest margin %

​

​

3.46

%

​

3.12

%

​

3.45

%

​

3.09

%

​

​

51

Table of Contents

The following tables set forth the average balances, net interest income and expense, and average yields and rates of our interest-earning assets and interest-bearing liabilities for the nine- and three-month periods ended September 30, 2024 and 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

​

​

September 30,

​

​

​

2024

​

2023

​

​

​

Average

​

​

​

Average

​

Average

​

​

​

Average

​

(in thousands)

    

Balance

    

Interest

    

Yield/Rate

    

Balance

    

Interest

    

Yield/Rate

 

Assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans

​

$

1,418,964

​

$

60,506

​

5.70

%

$

1,320,674

​

$

50,323

​

5.09

%

Investment Securities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Taxable

​

​

288,977

​

​

5,088

​

2.35

%

​

337,014

​

​

5,339

​

2.12

%

Non taxable

​

​

7,800

​

​

289

​

4.95

%

​

21,963

​

​

1,183

​

7.20

%

Total

​

​

296,777

​

​

5,377

​

2.42

%

​

358,977

​

​

6,522

​

2.43

%

Federal funds sold

​

​

54,624

​

​

2,246

​

5.49

%

​

66,708

​

​

2,502

​

5.01

%

Interest-bearing deposits with other banks

​

​

1,628

​

​

75

​

6.15

%

​

2,827

​

​

70

​

3.31

%

Other interest earning assets

​

​

4,161

​

​

240

​

7.70

%

​

3,643

​

​

114

​

4.18

%

Total earning assets

​

​

1,776,154

​

​

68,444

​

5.15

%

​

1,752,829

​

​

59,531

​

4.54

%

Allowance for loan losses

​

​

(18,020)

​

​

​

​

​

​

​

(16,311)

​

​

​

​

​

​

Non-earning assets

​

​

185,660

​

​

​

​

​

​

​

174,411

​

​

​

​

​

​

Total Assets

​

$

1,943,794

​

​

​

​

​

​

$

1,910,929

​

​

​

​

​

​

Liabilities and Shareholders’ Equity

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest-bearing demand deposits

​

$

362,102

​

$

4,541

​

1.68

%

$

358,883

​

$

3,375

​

1.26

%

Interest-bearing money markets - retail

​

​

402,314

​

​

10,567

​

3.51

%

​

324,583

​

​

5,537

​

2.28

%

Interest-bearing money markets - brokered

​

​

37

​

​

1

​

3.61

%

​

—

​

​

—

​

—

%

Savings deposits

​

​

183,096

​

​

138

​

0.10

%

​

227,179

​

​

189

​

0.11

%

Time deposits - retail

​

​

148,458

​

​

3,155

​

2.84

%

​

134,732

​

​

1,750

​

1.74

%

Time deposits - brokered

​

​

20,967

​

​

841

​

5.36

%

​

46,918

​

​

1,849

​

5.27

%

Short-term borrowings

​

​

70,755

​

​

1,437

​

2.71

%

​

51,780

​

​

93

​

0.24

%

Long-term borrowings

​

​

82,571

​

​

3,310

​

5.35

%

​

89,394

​

​

3,496

​

5.23

%

Total interest-bearing liabilities

​

​

1,270,300

​

​

23,990

​

2.52

%

​

1,233,469

​

​

16,289

​

1.77

%

Non-interest-bearing deposits

​

​

473,610

​

​

​

​

​

​

​

490,891

​

​

​

​

​

​

Other liabilities

​

​

33,134

​

​

​

​

​

​

​

31,108

​

​

​

​

​

​

Shareholders’ Equity

​

​

166,750

​

​

​

​

​

​

​

155,461

​

​

​

​

​

​

Total Liabilities and Shareholders’ Equity

​

$

1,943,794

​

​

​

​

​

​

$

1,910,929

​

​

​

​

​

​

Net interest income and spread

​

​

​

​

$

44,454

​

2.63

%

​

​

​

$

43,242

​

2.77

%

Net interest margin

​

​

​

​

​

​

​

3.34

%

​

​

​

​

​

​

3.30

%

​

(1) The above table reflects the average rates earned or paid stated on an FTE basis assuming a 21% tax rate for 2024 and 2023. Non-GAAP interest income on a fully taxable equivalent for the nine-month periods ended September 30, 2024 and 2023 was $176 and $566, 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.

​

52

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

​

September 30,

​

​

​

2024

​

2023

​

(dollars in thousands)

​

Average
Balance

​

Interest

​

Average
Yield/Rate

​

Average
Balance

​

Interest

​

Average
Yield/Rate

​

Assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans

​

$

1,433,508

​

$

21,035

​

5.84

%

$

1,363,821

​

$

18,071

​

5.26

%

Investment Securities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Taxable

​

​

276,343

​

​

1,647

​

2.37

%

​

333,468

​

​

1,792

​

2.13

%

Non taxable

​

​

7,795

​

​

100

​

5.10

%

​

13,826

​

​

219

​

6.28

%

Total

​

​

284,138

​

​

1,747

​

2.44

%

​

347,294

​

​

2,011

​

2.30

%

Federal funds sold

​

​

33,372

​

​

451

​

5.38

%

​

75,404

​

​

1,093

​

5.75

%

Interest-bearing deposits with other banks

​

​

2,179

​

​

26

​

4.75

%

​

1,812

​

​

25

​

5.47

%

Other interest earning assets

​

​

3,987

​

​

59

​

5.89

%

​

4,771

​

​

76

​

6.32

%

Total earning assets

​

​

1,757,184

​

​

23,318

​

5.28

%

​

1,793,102

​

​

21,276

​

4.71

%

Allowance for loan losses

​

​

(18,197)

​

​

​

​

​

​

​

(17,110)

​

​

​

​

​

​

Non-earning assets

​

​

173,875

​

​

​

​

​

​

​

178,115

​

​

​

​

​

​

Total Assets

​

$

1,912,862

​

​

​

​

​

​

$

1,954,107

​

​

​

​

​

​

Liabilities and Shareholders’ Equity

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest-bearing demand deposits

​

$

370,040

​

$

1,604

​

1.72

%

$

368,409

​

$

1,354

​

1.46

%

Interest-bearing money markets - retail

​

​

422,393

​

​

3,793

​

3.57

%

​

325,810

​

​

2,430

​

2.96

%

Interest-bearing money markets - brokered

​

​

1

​

​

—

​

0.10

%

​

—

​

​

—

​

—

​

Savings deposits

​

​

176,799

​

​

44

​

0.10

%

​

209,070

​

​

54

​

0.10

%

Time deposits - retail

​

​

141,354

​

​

1,021

​

2.87

%

​

154,503

​

​

918

​

2.36

%

Time deposits - brokered

​

​

8,641

​

​

117

​

5.39

%

​

68,850

​

​

916

​

5.28

%

Short-term borrowings

​

​

57,553

​

​

467

​

3.23

%

​

49,190

​

​

33

​

0.27

%

Long-term borrowings

​

​

73,864

​

​

983

​

5.29

%

​

110,929

​

​

1,475

​

5.28

%

Total interest-bearing liabilities

​

​

1,250,645

​

​

8,029

​

2.55

%

​

1,286,761

​

​

7,180

​

2.21

%

Non-interest-bearing deposits

​

​

459,309

​

​

​

​

​

​

​

478,673

​

​

​

​

​

​

Other liabilities

​

​

32,155

​

​

​

​

​

​

​

32,327

​

​

​

​

​

​

Shareholders’ Equity

​

​

170,753

​

​

​

​

​

​

​

156,346

​

​

​

​

​

​

Total Liabilities and Shareholders’ Equity

​

$

1,912,862

​

​

​

​

​

​

$

1,954,107

​

​

​

​

​

​

Net interest income and spread

​

​

​

​

$

15,289

​

2.73

%

​

​

​

$

14,096

​

2.50

%

Net interest margin

​

​

​

​

​

​

​

3.46

%

​

​

​

​

​

​

3.12

%

​

(1) The above table reflects the average rates earned or paid stated on an FTE basis assuming a 21% tax rate for 2024 and 2023. Non-GAAP interest income on a fully taxable equivalent for the three-month periods ended September 30, 2024 and 2023 was $61 and $112, 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.

​

53

Table of Contents

Net interest income, on a non-GAAP, fully tax equivalent (“ FTE”) basis, increased by $1.2 million for the third quarter of 2024 when compared to the third quarter of 2023.  This increase was driven by a $2.0 million increase in interest income.   Interest income on loans increased by $3.0 million due to the increase in average balances of $69.7 million and a 58 basis point increase in the overall yield on the loan portfolio as new loans were booked at higher rates as well as adjustable-rate loans repricing in correlation to the elevated rate environment.   Investment income decreased by $0.3 million due to a decrease of $63.2 million in average balances related to the balance sheet restructuring of our investment portfolio in the fourth quarter of 2023 and the maturity of $37.5 million in U.S. Treasury bonds in the first four months of 2024.  The overall yield on the investment portfolio increased by 14 basis points primarily driven by the increased rate on the trust preferred portfolio and the maturity and sale of lower rate investments.   Average cash balances declined by $42.0 million as cash from the investment portfolio and on balance sheet liquidity was shifted to fund higher yielding loans.  Interest expense increased by $0.8 million year over year due to an increase of 34 basis points on interest paid on deposit accounts.   The average deposit balances decreased by $7.4 million when compared to the third quarter of 2023 due primarily to the decrease of $13.1 million in retail time deposits, a $60.2 million decrease in brokered time deposits and a $32.3 million decrease in savings accounts, which was mostly offset by an increase of $96.6 million in money market accounts and a slight increase of $1.6 million in interest-bearing demand deposits.  

​

Comparing the nine months ended September 30, 2024 to the nine months ended September 30, 2023, net interest income, on a non-GAAP, FTE basis, increased by $1.2 million.  Interest income increased by $8.9 million.   Average loan balances increased by $98.3 million and the overall yield increased by 61 basis points in correlation with the elevated rate environment as new loans were booked at higher rates as well as the repricing of adjustable-rate loans.  Interest expense on deposits increased by $6.5 million while the average deposit balances increased by $24.7 million, driven by increases of $77.7 million in money market balances and $13.7 million in retail time deposits, partially offset by decreases in savings balances of $44.1 million and brokered time deposits of $26.0 million.  Interest expense on short-term borrowings increased by $1.3 million due to the Bank’s utilization of the BTFP program since January 2024.  The increased interest expense resulted in an overall increase of 75 basis points on the cost of interest-bearing liabilities.  The net interest margin for the nine months ended September 30, 2024 was 3.34% compared to 3.30% for the nine months ended September 30, 2023.

​

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, 2024 and 2023:

​

​

​

​

​

​

​

​

​

​

​

​

For the nine months ended September 30, 2024

​

​

compared to the nine months ended September 30, 2023

(in thousands and tax equivalent basis)

    

Volume

    

Rate

    

Net

Interest Income:

​

​

​

​

​

​

​

​

​

Loans

​

$

3,752

​

$

6,431

​

$

10,183

Taxable Investments

​

​

(764)

​

​

513

​

​

(251)

Non-taxable Investments

​

​

(765)

​

​

(129)

​

​

(894)

Federal funds sold

​

​

(454)

​

​

198

​

​

(256)

Interest-bearing deposits

​

​

(30)

​

​

35

​

​

5

Other interest earning assets

​

​

16

​

​

110

​

​

126

Total interest income

​

​

1,755

​

​

7,158

​

​

8,913

Interest Expense:

​

​

​

​

​

​

​

​

​

Interest-bearing demand deposits

​

​

30

​

​

1,136

​

​

1,166

Interest-bearing money markets- retail

​

​

1,329

​

​

3,701

​

​

5,030

Interest-bearing money markets- brokered

​

​

1

​

​

0

​

​

1

Savings deposits

​

​

(36)

​

​

(15)

​

​

(51)

Time deposits - retail

​

​

179

​

​

1,226

​

​

1,405

Time deposits - brokered

​

​

(1,026)

​

​

18

​

​

(1,008)

Short-term borrowings

​

​

34

​

​

1,310

​

​

1,344

Long-term borrowings

​

​

(268)

​

​

82

​

​

(186)

Total interest expense

​

​

243

​

​

7,458

​

​

7,701

Net interest income

​

$

1,512

​

$

(300)

​

$

1,212
(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.

54

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three months ended September 30, 2024 compared to the Three months ended September 30, 2023

(in thousands and tax equivalent basis)

​

Volume

​

Rate

​

Net

Interest Income:

​

​

​

​

​

​

​

​

​

Loans

​

$

916

​

$

2,048

​

$

2,964

Taxable Investments

​

​

(304)

​

​

159

​

​

(145)

Non-taxable Investments

​

​

(95)

​

​

(24)

​

​

(119)

Federal funds sold

​

​

(604)

​

​

(38)

​

​

(642)

Interest-bearing deposits

​

​

5

​

​

(4)

​

​

1

Other interest earning assets

​

​

(12)

​

​

(5)

​

​

(17)

Total interest income

​

​

(94)

​

​

2,136

​

​

2,042

Interest Expense:

​

​

​

​

​

​

​

​

​

Interest-bearing demand deposits

​

​

6

​

​

244

​

​

250

Interest-bearing money markets- retail

​

​

715

​

​

648

​

​

1,363

Interest-bearing money markets- brokered

​

​

0

​

​

0

​

​

0

Savings deposits

​

​

(8)

​

​

(2)

​

​

(10)

Time deposits - retail

​

​

(77)

​

​

180

​

​

103

Time deposits - brokered

​

​

(795)

​

​

(4)

​

​

(799)

Short-term borrowings

​

​

6

​

​

428

​

​

434

Long-term borrowings

​

​

(489)

​

​

(3)

​

​

(492)

Total interest expense

​

​

(642)

​

​

1,491

​

​

849

Net interest income

​

$

548

​

$

645

​

$

1,193
(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 Credit Losses

Specific allocations have been made for 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 estimated allowance for credit losses (“ACL”) have been adjusted based on the current economic environment and the characteristics of the loan portfolio.  For the first nine months of 2024 and 2023, net provision expense was $2.4 million and $1.2 million, respectively.  For both of the third quarters ended September 30, 2024 and 2023, net provision expense was $0.3 million.  The increased provision expense recorded in 2024 was primarily related to an increases of $1.2 in net charge-offs, which was primarily due to a $1.1 million charge-off related to one non-accrual commercial and industrial loan relationship and was partially offset by improving qualitative risk factors of our loan portfolio.

​

Other Income

The composition of other operating income for the nine- and three-month periods ended September 30, 2024 and 2023 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)

    

2024

    

2023

    

2024

    

2023

Service charges on deposit accounts

​

$

1,667

    

11%

​

$

1,631

    

12%

​

$

555

    

11%

​

$

569

    

12%

Other service charges

​

​

676

​

5%

​

​

706

​

5%

​

​

236

​

5%

​

​

230

​

5%

Trust department

​

​

6,771

​

47%

​

​

6,134

​

45%

​

​

2,328

​

48%

​

​

2,139

​

45%

Debit card income

​

​

2,931

​

20%

​

​

2,981

​

22%

​

​

1,000

​

20%

​

​

995

​

21%

Bank owned life insurance

​

​

1,000

​

7%

​

​

936

​

7%

​

​

340

​

7%

​

​

320

​

7%

Brokerage commissions

​

​

1,154

​

8%

​

​

800

​

6%

​

​

297

​

6%

​

​

245

​

5%

Other income

​

​

288

​

2%

​

​

350

​

3%

​

​

156

​

3%

​

​

218

​

5%

​

​

$

14,487

​

100%

​

$

13,538

​

100%

​

$

4,912

​

100%

​

$

4,716

​

100%

​

55

Table of Contents

Other Operating Expenses

The composition of other operating expenses for the nine- and three-month periods ended September 30, 2024 and 2023 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)

    

2024

    

2023

    

2024

    

2023

Salaries and employee benefits

​

$

21,573

    

57%

​

$

21,130

    

56%

​

$

7,160

    

58%

​

$

6,964

    

53%

FDIC premiums

​

​

810

​

2%

​

​

724

​

2%

​

​

256

​

2%

​

​

254

​

2%

Equipment

​

​

2,185

​

6%

​

​

2,245

​

6%

​

​

627

​

5%

​

​

718

​

6%

Occupancy expense of premises

​

​

2,315

​

6%

​

​

2,272

​

6%

​

​

709

​

6%

​

​

745

​

6%

Data processing expense

​

​

4,073

​

11%

​

​

4,000

​

10%

​

​

1,333

​

10%

​

​

1,388

​

11%

Marketing expense

​

​

469

​

1%

​

​

522

​

1%

​

​

151

​

1%

​

​

242

​

2%

Professional services

​

​

1,412

​

3%

​

​

1,502

​

4%

​

​

477

​

4%

​

​

488

​

4%

Contract labor

​

​

416

​

1%

​

​

446

​

1%

​

​

149

​

1%

​

​

155

​

1%

Telephone

​

​

309

​

1%

​

​

341

​

1%

​

​

97

​

1%

​

​

115

​

1%

Other real estate owned

​

​

224

​

1%

​

​

281

​

1%

​

​

124

​

1%

​

​

139

​

1%

Investor relations

​

​

228

​

1%

​

​

280

​

1%

​

​

84

​

1%

​

​

74

​

1%

Contributions

​

​

181

​

1%

​

​

217

​

1%

​

​

65

​

1%

​

​

74

​

1%

Other

​

​

3,364

​

9%

​

​

3,974

​

10%

​

​

1,082

​

9%

​

​

1,429

​

11%

​

​

$

37,559

​

100%

​

$

37,934

​

100%

​

$

12,314

​

100%

​

$

12,785

​

100%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Provision for Income Taxes

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

The effective income tax rates as a percentage of income for the nine month periods ended September 30, 2024 and September 30, 2023 were 24.6% and 23.6%, respectively.  

​

Non-GAAP Financial Measures

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

​

56

Table of Contents

The following table presents a reconciliation of net income and diluted earnings per share (as reported) to adjusted net income and adjusted diluted earnings per share:

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30,

​

Nine months ended September 30,

​

2024

​

2023

​

2024

​

2023

(in thousands, except for per share amount)

​

​

​

​

​

​

​

​

​

​

​

Net income - as reported

$

5,771

​

$

4,513

​

$

14,383

​

$

13,302

Adjustments:

​

​

​

​

​

​

​

​

​

​

​

Accelerated depreciation expenses

​

—

​

​

—

​

​

562

​

​

—

Income tax effect of adjustments

​

—

​

​

—

​

​

(137)

​

​

—

Adjusted net income (non-GAAP)

$

5,771

​

$

4,513

​

$

14,808

​

$

13,302

​

​

​

​

​

​

​

​

​

​

​

​

Diluted earnings per share - as reported

$

0.89

​

$

0.67

​

$

2.19

​

$

1.99

Adjustments:

​

​

​

​

​

​

​

​

​

​

​

Accelerated depreciation expenses

​

—

​

​

—

​

​

0.08

​

​

—

Income tax effect of adjustments

​

—

​

​

—

​

​

(0.02)

​

​

—

Adjusted diluted earnings per share (non-GAAP)

$

0.89

​

$

0.67

​

$

2.25

​

$

1.99

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Significant Ratios:

Nine months ended September 30,

​

​

​

​

​

​

​

​

2024

​

​

2023

​

​

​

​

​

​

Return on Average Assets - as reported

​

0.99%

​

​

0.93%

​

​

​

​

​

​

Accelerated depreciation expenses

​

0.03%

​

​

—

​

​

​

​

​

​

Income tax effect of adjustments

​

(0.01%)

​

​

—

​

​

​

​

​

​

Adjusted Return on Average Assets (non-GAAP)

​

1.01%

​

​

0.93%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Return on Average Equity - as reported

​

11.52%

​

​

11.44%

​

​

​

​

​

​

Accelerated depreciation expenses

​

0.34%

​

​

—

​

​

​

​

​

​

Income tax effect of adjustments

​

(0.08%)

​

​

—

​

​

​

​

​

​

Adjusted Return on Average Equity (non-GAAP)

​

11.78%

​

​

11.44%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

FINANCIAL CONDITION

Balance Sheet Overview

Total assets at September 30, 2024 were $1.9 billion, representing a $10.3 million increase since December 31, 2023.  During the first nine months of 2024, cash and interest-bearing deposits in other banks increased by $12.6 million.  The investment portfolio decreased by $44.3 million due to the maturities of $37.5 million of U.S. Treasury bonds during the year and normal principal amortization of our mortgage-backed securities (“MBS”) portfolio.  Cash from the investment maturities was shifted to gross loans, which increased by $41.2 million and other real estate OREO decreased by $1.6 million due to sales of properties.  Pension assets increased by $5.1 million due to increased market values.  Deferred tax assets decreased by $1.8 million due to the increased fair values of available for sale securities and pension assets when compared to December 31, 2023.

​

Total liabilities at September 30, 2024 were $1.7 billion, representing a $1.8 million decrease since December 31, 2023. Total deposits decreased by $10.6 million when compared to December 31, 2023 related to decreases in savings deposits of $14.8 million, non-interest-bearing demand deposits of $8.2 million, and retail time deposits of $23.7 million and the repayment of $30.0 million in brokered certificates of deposits, partially offset by increases in interest-bearing demand deposits of $31.6 million and money markets of $34.6 million. Short-term borrowings increased by $4.8 million since December 31, 2023, which were comprised of $29.0 million in overnight borrowings from the Federal Reserve offset by a shift of approximately $22.0 million in overnight investment sweep balances to FDIC insured accounts as a result of management’s strategy to release pledging of investment securities for municipalities to provide additional liquidity. Long-term borrowings increased by $10.0 million in the first nine months of 2024 when compared to December 31, 2023.

57

Table of Contents

Maturities of FHLB advances of $40.0 million in March and $40.0 million in September were fully repaid. During the third quarter of 2024 and after the Federal Reserve announced that it would reduce rates by 50 basis points, management made the strategic decision to reduce funding costs and borrowed $90.0 million in three new FHLB advances with maturities of 12 and 18-months and a weighted average rate of 3.89%. $41.1 million was utilized to prepay the principal and accrued interest of the BTFP borrowings at a rate of 4.87% that was scheduled to mature in January of 2025 and approximately $30.0 million was utilized to repay overnight borrowings related to the repayment of the September $40.0 million maturity. The remainder is currently held in overnight cash investments.

​

Loan Portfolio

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

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

    

September 30, 2024

    

December 31, 2023

Commercial real estate

​

$

502,828

    

35%

​

$

493,703

    

35%

Acquisition and development

​

​

92,909

​

6%

​

​

77,060

​

5%

Commercial and industrial

​

​

277,994

​

19%

​

​

274,604

​

20%

Residential mortgage

​

​

519,168

​

36%

​

​

499,871

​

36%

Consumer

​

​

54,984

​

4%

​

​

61,429

​

4%

Total Loans

​

$

1,447,883

​

100%

​

$

1,406,667

​

100%

​

​

Outstanding loans of $1.4 billion at September 30, 2024 reflected growth of $24.9 million since June 30, 2024 and $41.2 million for the first nine months of 2024.  Since December 31, 2023, commercial real estate loans increased by $9.1 million, acquisition and development loans increased by $15.8 million, commercial and industrial loans increased by $3.4 million, residential mortgage loans increased $19.3 million, and consumer loans decreased by $6.5 million.

​

New commercial loan production for the three months ended September 30, 2024 was approximately $52.1 million.  The pipeline of commercial loans at September 30, 2024 was $19.5 million.  At September 30, 2024, unfunded, committed commercial construction loans totaled approximately $8.3 million.  Commercial amortization and payoffs were approximately $92.8 million through September 30, 2024, due primarily to pay-offs of short-term commercial loans as well as normal amortizations of the commercial loan portfolio.

​

New consumer mortgage loan production for the third quarter of 2024 was approximately $19.9 million, with most of this production comprised of mortgages to be held on balance sheet.  The pipeline of in-house, portfolio loans as of September 30, 2024 was $12.8 million.  The residential mortgage production level increased in the third quarter of 2024 due to the seasonality of this line of business, particularly construction lending.  Unfunded commitments related to residential construction loans totaled $11.9 million at September 30, 2024.  

​

Non-accrual loans totaled $8.1 million at September 30, 2024 compared to $4.0 million at December 31, 2023.  The increase in non-accrual balances at September 30, 2024 was related to two commercial and industrial loan relationships totaling $12.1 million that were moved to non-accrual during the first quarter of 2024.  Subsequent to being moved to non-accrual, one of the borrowers sold a piece of collateral to reduce outstanding balances by approximately $5.5 million.  The Bank also recognized approximately $1.1 million in net charge-offs and $3.0 million in principal reductions on the other commercial and industrial credit from the liquidation of collateral at depressed prices.

​

​

58

Table of Contents

The following table presents loans in our commercial real estate portfolio by industry type at September 30, 2024.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

​

Non-owner-occupied

​

Owner-occupied

​

Multi-family

​

Total

Accommodations and food services

​

$

76,135

​

$

4,595

​

$

—

​

$

80,730

Administration and support, waste management, and remediation services

​

​

—

​

​

1,424

​

​

—

​

​

1,424

Agriculture, forestry, fishing and hunting

​

​

—

​

​

2,087

​

​

—

​

​

2,087

Arts, entertainment and recreation

​

​

—

​

​

4,491

​

​

—

​

​

4,491

Construction

​

​

2,052

​

​

5,823

​

​

7

​

​

7,882

Educational services

​

​

—

​

​

895

​

​

—

​

​

895

Finance and insurance

​

​

—

​

​

107

​

​

—

​

​

107

Health care and social assistance

​

​

6,522

​

​

11,279

​

​

—

​

​

17,801

Management of companies and enterprises

​

​

—

​

​

-

​

​

—

​

​

-

Manufacturing

​

​

—

​

​

13,008

​

​

—

​

​

13,008

Other services (except public services)

​

​

2,229

​

​

17,442

​

​

311

​

​

19,982

Professional, scientific and technical services

​

​

—

​

​

2,312

​

​

—

​

​

2,312

Public administration

​

​

1,461

​

​

992

​

​

—

​

​

2,453

Commercial rental properties

​

​

180,649

​

​

85,182

​

​

—

​

​

265,831

Residential rental properties

​

​

192

​

​

131

​

​

28,289

​

​

28,612

Student rental properties

​

​

—

​

​

—

​

​

2,661

​

​

2,661

Mixed use rental properties

​

​

1,449

​

​

534

​

​

17,769

​

​

19,752

Storage units

​

​

20,569

​

​

—

​

​

—

​

​

20,569

Real estate rental and leasing- other

​

​

4,042

​

​

3,191

​

​

406

​

​

7,639

Retail trade

​

​

6

​

​

3,182

​

​

—

​

​

3,188

Transportation and warehousing

​

​

—

​

​

466

​

​

—

​

​

466

Wholesale trade

​

​

—

​

​

938

​

​

—

​

​

938

Total

​

$

295,306

​

$

158,079

​

$

49,443

​

$

502,828

​

​

Our loan portfolio does not consist of any loans secured by office buildings located in major metropolitan areas or that are over four stories or any retail properties rented to major big box retail tenants.  There have been no significant changes in our commercial real estate concentrations since December 31, 2023.

​

59

Table of Contents

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.

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

    

September 30,
2024

    

% of
Applicable
Portfolio

    

December 31,
2023

    

% of
Applicable
Portfolio

Non-accrual loans:

​

​

​

​

​

​

​

​

​

​

Commercial real estate

​

$

683

​

0.14%

​

$

826

​

0.17%

Acquisition and development

​

​

88

​

0.09%

​

​

113

​

0.15%

Commercial and industrial

​

​

4,849

​

1.74%

​

​

—

​

0.00%

Residential mortgage

​

​

2,393

​

0.46%

​

​

2,988

​

0.60%

Consumer

​

​

60

​

0.11%

​

​

29

​

0.05%

Total non-accrual loans

​

$

8,073

​

0.56%

​

$

3,956

​

0.28%

Accruing Loans Past Due 90 days or more:

​

​

​

​

​

​

​

​

​

​

Residential mortgage

​

​

427

​

​

​

​

459

​

​

Consumer

​

​

111

​

​

​

​

84

​

​

Total loans past due 90 days or more

​

$

538

​

​

​

$

543

​

​

Total non-accrual and accruing loans past due 90 days or more

​

$

8,611

​

​

​

$

4,499

​

​

​

​

​

​

​

​

​

​

​

​

​

Other real estate owned

​

$

2,860

​

​

​

$

4,493

​

​

Total Non-performing assets

​

$

11,471

​

​

​

$

8,992

​

​

Individually evaluated loans without a valuation allowance

​

$

7,442

​

​

​

$

2,963

​

​

Individually evaluated loans with a valuation allowance

​

​

—

​

​

​

​

—

​

​

Total individually evaluated loans

​

$

7,442

​

​

​

$

2,963

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-accrual loans to total loans (as %)

​

​

0.56%

​

​

​

​

0.28%

​

​

Non-performing loans to total loans (as %)

​

​

0.59%

​

​

​

​

0.32%

​

​

Non-performing assets to total assets (as %)

​

​

0.60%

​

​

​

​

0.47%

​

​

Allowance for credit losses to non-accrual loans (as %)

​

​

223.09%

​

​

​

​

441.86%

​

​

Allowance for credit losses to non-performing assets (as %)

​

​

157.00%

​

​

​

​

194.40%

​

​

​

​

60

Table of Contents

​

Allowance for Credit Losses

The ACL represents an amount that, in management’s judgment, is adequate to absorb expected credit losses over the life of outstanding loans as of the balance sheet date based on the evaluation of current risk characteristics of the loan portfolio, past events, current conditions, reasonable and supportable forecasts of future economic conditions and prepayment experience.  The ACL is measured and recorded upon the initial recognition of a financial asset.  The ACL is reduced by charge-offs, net of recoveries of previous losses, and is increased by a provision or decreased by a provision for credit losses, which is recorded as a current period operating expense.

Determination of an appropriate ACL is inherently complex and requires the use of subjective estimates.  The reasonableness of the ACL is reviewed quarterly by management.  

Management believes it uses relevant information available to make determination about the ACL and that it has established the existing allowance in accordance with GAAP.  However, the determination of the ACL requires significant judgment, and estimates of expected credit losses in the loan portfolio can vary from the amounts actually observed.  While management uses available information to recognize expected credit losses, future additions to the ACL may be necessary based on changes in the loans comprising the portfolio, changes in the current and forecasted economic conditions, changes to the interest rate environment which may directly impact prepayment and curtailment rate assumptions, and changes in the financial condition of borrowers.

The ACL “base case” model is derived from various economic forecasts provided by widely recognized sources.  Management evaluates the variability of market conditions by examining the peak and trough of economic cycles.  These peaks and troughs are used to stress the base case model to develop a range of potential outcomes.  Management then determines the appropriate reserve through an evaluation of these various outcomes relative to current economic conditions and known risks in the portfolio.   Management enhances its calculation with the use of Moody’s economic forecast data to provide additional support to substantiate its ACL.

The following table presents a summary of the activity in the ACL for the nine-month periods ended September 30, 2024 and 2023:

​

​

​

​

​

​

​

​

(in thousands)

    

2024

    

2023

 

Balance, January 1

​

$

17,480

​

$

14,636

​

Impact of CECL Adoption

​

​

—

​

​

2,066

​

Charge-offs:

​

​

​

​

​

​

​

Commercial real estate

​

​

—

​

​

(87)

​

Commercial and industrial

​

​

(1,297)

​

​

(301)

​

Residential mortgage

​

​

(45)

​

​

(55)

​

Consumer

​

​

(1,193)

​

​

(681)

​

Total charge-offs

​

​

(2,535)

​

​

(1,124)

​

Recoveries:

​

​

​

​

​

​

​

Commercial real estate

​

​

37

​

​

5

​

Acquisition and development

​

​

48

​

​

8

​

Commercial and industrial

​

​

203

​

​

176

​

Residential mortgage

​

​

68

​

​

56

​

Consumer

​

​

302

​

​

153

​

Total recoveries

​

​

658

​

​

398

​

Net losses

​

​

(1,877)

​

​

(726)

​

Credit loss expense

​

​

2,407

​

​

1,170

​

Balance at end of period

​

$

18,010

​

$

17,146

​

​

​

​

​

​

​

​

​

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

​

​

1.24

%  

​

1.24

%

​

61

Table of Contents

​

​

​

​

​

​

​

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

​

​

​

​

​

​

​

​

​

2024

​

2023

Commercial real estate

​

​

0.01%

​

​

(0.02)%

Acquisition and development

​

​

0.08%

​

​

0.01%

Commercial and industrial

​

​

(0.53)%

​

​

(0.07)%

Residential mortgage

​

​

0.01%

​

​

0.00%

Consumer

​

​

(2.04)%

​

​

(1.15)%

Total

​

​

(0.18)%

​

​

(0.10)%

​

Investment Securities

At September 30, 2024, the total amortized cost basis of the available-for-sale investment portfolio was $111.9 million compared to a fair value of $93.2 million. Unrealized gains and losses on available-for-sale securities are reflected in accumulated other comprehensive loss, a component of shareholders’ equity. The amortized cost basis of the held to maturity portfolio was $174.1 million compared to a fair value of $149.3 million.

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 2024

​

December 31, 2023

​

​

Amortized

​

Fair Value

​

FV as % 

​

Amortized

​

Fair Value

​

FV as % 

(in thousands)

    

Cost

    

(FV)

    

of Total

    

Cost

    

(FV)

    

of Total

Available for Sale Securities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S. government agencies

​

$

7,000

​

$

6,239

​

7%

​

$

7,000

​

$

6,034

​

6%

Residential mortgage-backed agencies

​

​

23,202

​

​

19,643

​

21%

​

​

24,781

​

​

20,563

​

21%

Commercial mortgage-backed agencies

​

​

35,721

​

​

28,353

​

30%

​

​

36,258

​

​

28,417

​

29%

Collateralized mortgage obligations

​

​

18,533

​

​

15,680

​

17%

​

​

19,725

​

​

16,356

​

17%

Obligations of state and political subdivisions

​

​

7,803

​

​

7,726

​

8%

​

​

10,486

​

​

10,312

​

11%

Corporate bonds

​

​

1,000

​

​

740

​

1%

​

​

1,000

​

​

778

​

1%

Collateralized debt obligations

​

​

18,658

​

​

14,779

​

16%

​

​

18,671

​

​

14,709

​

15%

Total available for sale

​

$

111,917

​

$

93,160

​

100%

​

$

117,921

​

$

97,169

​

100%

Held to Maturity Securities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S. treasuries

​

$

—

​

$

—

​

0%

​

$

37,462

​

$

37,219

​

20%

U.S. government agencies

​

​

68,229

​

​

59,567

​

40%

​

​

68,014

​

​

57,029

​

31%

Residential mortgage-backed agencies

​

​

29,866

​

​

27,490

​

18%

​

​

29,588

​

​

26,717

​

14%

Commercial mortgage-backed agencies

​

​

21,177

​

​

16,169

​

11%

​

​

21,413

​

​

16,052

​

9%

Collateralized mortgage obligations

​

​

50,332

​

​

41,998

​

28%

​

​

53,261

​

​

43,288

​

24%

Obligations of state and political subdivisions

​

​

4,509

​

​

4,124

​

3%

​

​

4,604

​

​

4,110

​

2%

Total held to maturity

​

$

174,113

​

$

149,348

​

100%

​

$

214,342

​

$

184,415

​

100%

​

Total fair value of investment securities available for sale decreased by $4.0 million since December 31, 2023 due primarily to principal paydowns of the portfolio.  At September 30, 2024, the securities classified as available-for-sale included a net unrealized loss of $18.8 million, which represents the difference between the fair value and amortized cost of securities in the portfolio.

Total amortized cost of securities held to maturity decreased by $40.2 million since December 31, 2023 due primarily to the maturity of $37.5 million in U.S. Treasury bonds and $2.7 million in other principal paydowns of the portfolio.  Proceeds from the maturities and principal paydowns were utilized for the repayment of FHLB advances.

As discussed in Note 6 to the consolidated financial statements presented elsewhere in this report, the Corporation measures fair market values based on the fair value hierarchy established in ASC Topic 820, Fair Value Measurements and Disclosures. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Level 3 prices or valuation techniques require inputs that are both significant to the valuation assumptions and are not readily observable in the market (i.e. supported with little or no market activity).

62

Table of Contents

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 $78.4 million of the available-for-sale portfolio was valued using Level 2 pricing and had net unrealized losses of $14.9 million at September 30, 2024. The remaining $14.8 million of the available-for-sale securities represents the entire collateralized debt obligation portfolio, which was valued using significant unobservable inputs (Level 3 assets). The $3.9 million in net unrealized losses associated with this portfolio relates to nine pooled trust preferred securities that comprise the collateralized debt obligation portfolio.

Deposits

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

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

    

September 30, 2024

    

December 31, 2023

​

​

​

Balance

​

Percent

​

​

Balance

​

Percent

Non-interest-bearing demand deposits

​

$

419,437

    

27%

​

$

427,670

​

27%

Interest-bearing deposits:

​

​

​

​

​

​

​

​

​

​

Demand

​

​

382,453

​

25%

​

​

350,860

​

23%

Money market- retail

​

​

420,200

​

27%

​

​

385,649

​

25%

Money market- brokered

​

​

1

​

0%

​

​

—

​

—

Savings deposits

​

​

176,476

​

12%

​

​

191,265

​

12%

Time deposits- retail

​

​

141,828

​

9%

​

​

165,533

​

11%

Time deposits- brokered

​

​

—

​

—

​

​

30,000

​

2%

Total Deposits

​

$

1,540,395

​

100%

​

$

1,550,977

​

100%

​

Total deposits at September 30, 2024 decreased by $10.6 million when compared to December 31, 2023. Non-interest-bearing deposits decreased by $8.2 million.  Interest-bearing demand deposits increased by $31.6 million year-to-date, primarily related to the shift of approximately $22.0 million in overnight investment sweep balances into FDIC insured accounts due to management’s strategy to release pledging of investment securities for municipalities to provide additional liquidity as well as seasonal fluctuations in municipal deposit balances compared to December 2023.  Money market accounts increased by $34.6 million due primarily to the expansion of current relationships and new relationships during the first nine months.  Traditional savings accounts decreased by $14.8 million and time deposits decreased by $53.7 million.  The decrease in time deposits was due to a decrease of $23.7 million in retail CDs primarily related to maturities of a nine-month special CD promotion in 2023 and the maturity and repayment of $30.0 million in brokered CDs during the year.  The Bank has worked closely with customers as these CDs mature to transition them to other deposit and wealth management products offered by the Bank.

​

​

The following table summarizes the percentage of deposits that are insured by deposit insurance or otherwise fully collateralized by securities compared to uninsured deposits as of September 30, 2024 and December 31, 2023.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 2024

​

​

December 31, 2023

(in thousands)

​

​

Balance

​

Percent

​

​

Balance

​

Percent

Insured deposits

​

$

1,181,065

​

77%

​

$

1,175,812

​

76%

Uninsured and fully collateralized deposits

​

​

73,263

​

5%

​

​

76,569

​

5%

Uninsured and uncollateralized deposits

​

​

286,067

​

18%

​

​

298,596

​

19%

​

​

$

1,540,395

​

100%

​

$

1,550,977

​

100%

​

​

​

63

Table of Contents

The following table summarizes the percentage of deposit balances from retail customers compared to business customers as of September 30, 2024 and December 31, 2023.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 2024

​

​

December 31, 2023

(in thousands)

​

​

Balance

​

Percent

​

​

Balance

​

Percent

Retail deposits

​

$

764,128

​

50%

​

$

748,295

​

48%

Business deposits

​

​

776,267

​

50%

​

​

802,682

​

52%

​

​

$

1,540,395

​

100%

​

$

1,550,977

​

100%

​

Borrowed Funds

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

​

​

​

​

​

​

​

(in thousands)

    

September 30,
2024

    

December 31,
2023

Overnight borrowings from Federal Reserve Discount Window

​

$

29,000

​

$

—

Securities sold under agreements to repurchase

​

$

21,206

​

$

45,418

Total short-term borrowings

​

​

50,206

​

​

45,418

FHLB advances

​

​

90,000

​

​

80,000

Junior subordinated debt

​

​

30,929

​

​

30,929

Total long-term borrowings

​

$

120,929

​

$

110,929

​

Short-term borrowings increased by $4.8 million when compared to December 31, 2023, which were comprised of $29.0 million in overnight borrowings from the Federal Reserve, offset by a shift of approximately $22.0 million in overnight investment sweep balances into FDIC insured accounts due to management’s strategy to release pledging of investment securities for municipalities to provide additional liquidity.  Long-term borrowings increased by $10.0 million in the first nine months of 2024 when compared to December 31, 2023.  Maturities of FHLB advances of $40.0 million in March and $40.0 million in September were fully repaid.  During the third quarter of 2024 and after the Federal Reserve announced that it would reduce rates by 50 basis points, management made the strategic decision to reduce funding costs and borrowed $90.0 million in three new FHLB advances with maturities of 12 and 18 months and a weighted average rate of 3.89%.  $41.1 million was utilized to prepay the principal and accrued interest of the BTFP borrowing at a rate of 4.87% that was scheduled to mature in January of 2025 and approximately $30.0 million was utilized to repay overnight borrowings related to the repayment of the September $40.0 million maturity.   The remainder is currently held in overnight cash investments.

​

Liquidity Management

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

● Reliability and stability of core deposits;
● Cash flow structure and pledging status of investments; and
● Potential for unexpected loan demand.

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

It is our policy to manage our affairs so that liquidity needs are fully satisfied through normal Bank operations. That is, the Bank will manage its liquidity to minimize the need to make unplanned sales of assets or to borrow funds under emergency conditions. The Bank will use funding sources where the interest cost is relatively insensitive to market changes in the short run (periods of one year or less) to satisfy operating cash needs. The remaining normal funding will come from interest-sensitive liabilities, either deposits or borrowed funds.

64

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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:

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 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, and commercial real estate loans.
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.

​

The following table presents sources of liquidity available to the Corporation as of September 30, 2024.

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

​

​

Total Availability

​

​

Amount Used

​

​

Net Availability

Internal Sources

​

​

​

​

​

​

​

​

​

Excess cash

​

$

40,486

​

$

-

​

$

40,486

Unpledged securities

​

​

31,876

​

​

-

​

​

31,876

External Sources

​

​

​

​

​

​

​

​

​

Federal Reserve (discount window)

​

​

83,998

​

​

29,000

​

​

54,998

Correspondent unsecured lines of credit

​

​

140,000

​

​

-

​

​

140,000

FHLB

​

​

251,006

​

​

92,914

​

​

158,092

​

​

$

587,366

​

$

161,914

​

$

425,452

​

​

​

​

​

​

​

​

​

​

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.

​

Due to the market disruption and uncertainties, management implemented the Liquidity Contingency Plan in the first quarter and 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.

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, 2024, we were asset sensitive.

65

Table of Contents

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.

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

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

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

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

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

​

66

Table of Contents

Based on the simulation analysis performed at September 30, 2024 and December 31, 2023, management estimated the following changes in net interest income, assuming the indicated rate changes:

​

​

​

​

​

​

​

(in thousands)

    

September 30,
2024

​

December 31,
2023

+400 basis points

​

$

4,826

​

$

4,464

+300 basis points

​

$

4,856

​

$

3,353

+200 basis points

​

$

4,097

​

$

2,255

+100 basis points

​

$

2,392

​

$

1,155

-100 basis points

​

$

(2,481)

​

$

(1,280)

-200 basis points

​

$

(4,984)

​

$

(3,102)

-300 basis points

​

$

(7,730)

​

$

(5,249)

-400 basis points

​

$

(10,148)

​

$

(8,086)

​

​

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, 2023. Our NII simulation analysis as of December 31, 2023 is included in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2023 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”.

In addition to operational requirements, the Bank is subject to risk-based capital regulations, which were adopted and are monitored by federal banking regulators. These regulations are used to evaluate capital adequacy and require an analysis of an institution’s asset risk profile and off-balance sheet exposures, such as unused loan commitments and stand-by letters of credit.  

​

67

Table of Contents

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

​

​

​

​

​

​

​

​

​

​

​

    

September 30,
2024

    

December 31,
2023

    

Required for
Capital
Adequacy
Purposes

    

Required
to be Well
Capitalized

 

Total Capital (to risk-weighted assets)

​

14.53

%  

14.05

%  

8.00

%  

10.00

%

Tier 1 Capital (to risk-weighted assets)

​

13.28

%  

12.81

%  

6.00

%  

8.00

%

Common Equity Tier 1 Capital (to risk-weighted assets)

​

13.28

%  

12.81

%  

4.50

%  

6.50

%

Tier 1 Capital (to average assets)

​

10.68

%  

9.92

%  

4.00

%  

5.00

%

​

As of both September 30, 2024 and December 31, 2023, the Bank was considered “well capitalized” under the regulatory framework for prompt corrective action.  

​

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, 2024 to December 31, 2023, short-term borrowings increased by $4.8 million as the Bank borrowed $29.0 million in overnight borrowings from the Federal Reserve, which was partially offset by a decrease of $24.2 million in other short-term borrowings due primarily to the shift of approximately $22.0 million in overnight investment sweep balances into the ICS product to release pledging of investment securities for municipalities to increase available liquidity.

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,
2024

    

December 31,
2023

Residential mortgage - home equity

​

$

72,460

​

$

72,080

Residential mortgage - construction

​

​

11,869

​

​

17,684

Commercial

​

​

150,454

​

​

160,196

Consumer - personal credit lines

​

​

4,271

​

​

4,186

Standby letters of credit

​

​

11,354

​

​

11,037

Total

​

$

250,408

​

$

265,183

​

The decrease of $14.8 million in commitments at September 30, 2024 when compared to December 31, 2023 was due to businesses and consumers utilizing construction funding.  These balances shifted to loans outstanding.

For the nine-month periods ended September 30, 2024 and 2023, net credit loss expense for off-balance sheet exposures was a credit of approximately $17,000 and a credit of approximately $14,000, respectively.  For the third quarter of 2024 and 2023, net credit loss for off-balance sheet exposures was an expense of approximately $55,000 and a credit of approximately $104,000, respectively.

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Table of Contents

Item 3. Quantitative and Qualitative Disclosures about Market Risk

First United Corporation is a “smaller reporting company” as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, accordingly, is not required to include the information required by this item.

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 Exchange Act with the Securities and Exchange Commission (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, 2024 was carried out under the supervision and with the participation of management, including the PEO and the PFO. Based on that evaluation, management, including the PEO and the PFO, has concluded that our disclosure controls and procedures are, in fact, effective at the reasonable assurance level.

During the nine months ended September 30, 2024, 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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Table of Contents

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

The risks and uncertainties to which our financial condition and operations are subject are discussed in detail in Item 1A of Part I of First United Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023. Management does not believe that any material changes in our risk factors have occurred since they were last disclosed.

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

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

During the three months ended September 30, 2024, none of First United Corporation’s directors or officers informed First United Corporation of their adoption, modification, or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of the SEC’s Regulation S-K.

Item 6. Exhibits

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

​

​

​

Exhibit

    

Description

3.2

​

Bylaws of First United Corporation, as restated on September 25, 2024 (filed herewith)

31.1

​

Certifications of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

31.2

​

Certifications of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

32

​

Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith)

101.INS

​

Inline XBRL Instance Document (filed herewith)

101.SCH

​

Inline XBRL Taxonomy Extension Schema (filed herewith)

101.CAL

​

Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)

101.DEF

​

Inline XBRL Taxonomy Extension Definition Linkbase (filed herewith)

101.LAB

​

Inline XBRL Taxonomy Extension Label Linkbase (filed herewith)

101.PRE

​

Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)

104

​

The cover page of First United Corporation’s Quarterly Report on Form 10Q for the quarter ended September 30, 2024 formatted in Inline XBRL, included within the Exhibit 101 attachments (filed herewith).

​

​

​

​

​

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Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

​

​

​

​

​

FIRST UNITED CORPORATION

​

​

​

​

Date: November 7, 2024

/s/ Carissa L. Rodeheaver

​

Carissa L. Rodeheaver, CPA

​

Chairman of the Board, President and Chief Executive Officer

​

(Principal Executive Officer)

​

​

​

​

Date: November 7, 2024

/s/ Tonya K. Sturm

​

Tonya K. Sturm, Senior Vice President,

​

Chief Financial Officer

​

(Principal Financial Officer and Principal Accounting Officer)

​

​

​

​

​

71

EX-3.2 2 func-20240930xex3d2.htm EX-3.2

Exhibit 3.2

​

FIRST UNITED CORPORATION

RESTATED BYLAWS

As adopted and effective on September 25, 2024

​

ARTICLE I

Stockholders

​

SECTION 1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on a date and at a time and a place set by the Board of Directors for the purpose of electing directors to succeed those whose terms shall have expired as of the date of such annual meeting and for the transaction of such other corporate business as may properly come before the meeting.

​

SECTION 2. Special Meetings. Special meetings of the stockholders may be called at any time for any purpose or purposes by the Chairman or the President, or by a majority of the Board of Directors, and shall be called by the Chairman, the President, or the Secretary upon the request in writing of holders of a majority of all the shares outstanding and entitled to vote on the business to be transacted at such meeting. Such request shall state the purpose or purposes of the meeting. The person to whom such request was made shall provide an estimate of the cost of the mailing and, upon payment of such cost, the notice of the meeting shall be mailed by the Corporation. If the person to whom such request in writing is made shall fail to issue a call for such meeting within ten (10) days after receipt of such request, then a majority of the Board of Directors or the stockholders owning of record a majority in amount of the stock of the Corporation, issued, outstanding and entitled to vote, may do so by giving ten (10) days’ prior written notice of the time, place and object of the meeting in the manner set forth in Article 1, Section 4 hereof. Business transacted at all special meetings of stockholders shall be confined to the purpose or purposes stated in the notice of the meeting,

​

SECTION 3. Place of Holding Meetings. All meetings of stockholders shall be held at the principal office of the Corporation or elsewhere in the United States as designated by the Board of Directors.

​

SECTION 4. Notice of Meetings. Written notice of each meeting of the stockholders shall be mailed, postage pre-paid by the Secretary, to each stockholder entitled to vote thereat at his post office address, as it appears upon the books of the Corporation, at least ten (10) days but not more than ninety (90) days before, the meeting. Each such notice shall state the place, day, and hour at which the meeting is to be held and, in the case of any special meeting, shall state briefly the purpose or purposes thereof.

​

SECTION 5. Quorum. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote thereat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend.

​

​

​

At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.

​

SECTION 6. Conduct of Meetings. Meetings of stockholders shall be presided over by the Chairman of the Board, or by a chairman to be elected by the Board of Directors prior to the meeting. The Secretary of the Corporation, or if he is not present, any Assistant Secretary shall act as Secretary of such meetings; in the absence of the Secretary and any Assistant Secretary, the presiding officer may appoint a person to act as Secretary of the meeting.

​

SECTION 7. Voting. At all meetings of stockholders, every stockholder entitled to vote thereat shall have one (1) vote for each share of voting stock standing in his name on the books of the Corporation on the date for the determination of stockholders entitled to vote at such meeting. Such vote may be either in person or by proxy appointed by an instrument in writing subscribed by such stockholder or his duly authorized attorney, bearing a date not more than dated, but need not be sealed, witnessed or acknowledged. All elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law, in the Corporation’s charter, or by these Bylaws. If the chairman of the meeting shall so determine, a vote by ballot may be taken upon any election or matter, and the vote shall be so taken upon request of the holders of a majority of the shares entitled to vote on such election or matter. In either of such events, the proxies and ballots shall be received and be taken in charge and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by the judge. Such judge shall be appointed by the Board of Directors prior to the meeting.

​

ARTICLE II

Board of Directors

​

SECTION 1. General Powers. The property and business of the Corporation shall be managed by the Board of Directors of the Corporation.

​

SECTION 2. Number of Directors; Qualifications. The number of directors shall be three (3) or such other number, but not less than three (3) nor more than twenty-five (25), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Except for the Chairman of the Board if he or she is concurrently serving as the Chief Executive Officer and/or the President, no person shall be eligible for election to the Board of Directors at any meeting of stockholders if such person is or will be 75 years of age or older at any time during the calendar year in which such meeting is to be held.

​

SECTION 3. Election and Term of Office. The Board of Directors shall be divided into classes as described in the Articles of Incorporation. Each director shall hold office until the expiration of the term for which the Director is elected, except as otherwise stated in these Bylaws, and thereafter until his or her successor has been elected and qualifies. Election of directors need not be by written ballot, unless required by these Bylaws. Except as otherwise provided in these Bylaws or permitted by Maryland law, directors of the Corporation shall be elected by the stockholders.

​

- 2 -

If at any meeting of stockholders directors of more than one class are to be elected, each class of directors shall be elected in a separate election. In elections for directors, if a quorum is present, directors shall be elected by a “majority of votes cast” (as defined herein), unless the election is contested, in which case directors shall be elected by a plurality of the votes cast. An election shall be contested if, as determined by the Board of Directors, the number of nominees exceeds the number of directors to be elected. For the purpose of this SECTION 3, a “majority of votes cast” means that the number of shares voted “for” a director exceeds the number of votes cast “against” that director (which shall include any votes that are “withheld” for that director). Any incumbent director who is nominated for election and fails to receive the required vote for reelection shall promptly deliver to the Board of Directors an irrevocable offer to resign from the Board of Directors. The Board of Directors will consider such director’s offer to resign, taking into consideration any such factors that the Board of Directors deems relevant in deciding whether to accept such director’s resignation, including any recommendation of its Nominating and Corporate Governance Committee. Any director whose offer to resign is under consideration may not participate in any deliberation or vote of the Board of Directors (or committee thereof) regarding such offer, but may participate in the deliberation or vote of any other business transacted by the Board of Directors (or committee thereof). Within ninety (90) days after the date of certification of the election results, the Board of Directors will determine whether to accept or reject such director’s offer to resign. Notwithstanding the foregoing, in the event that no nominee for director receives the vote required pursuant to this SECTION 3, any and all directors may participate in the Board of Directors’ deliberation and vote regarding the directors’ offers to resign.

​

SECTION 4.  Nomination of Directors.

​

(a)Nominations of persons for election to the Board of Directors may be made:  (i) by or at the direction of the Board of Directors; (ii) by any person who both (A) has complied with the notice procedures set forth in SECTION 4(b) and, at the time of giving the notice required by SECTION 4(b), is the record owner of any outstanding capital securities of the Corporation and (B) is entitled to vote such capital securities for the election of directors at the meeting at which directors are to be elected; and (iii) by any stockholder or group of stockholders pursuant to SECTION 14 of Article II of these Bylaws.

(b)To assure that stockholders and the Corporation have a reasonable opportunity to consider nominations to be brought before a meeting of stockholders and to allow for full information to be distributed to stockholders, a stockholder properly may bring nominations before a meeting of stockholders pursuant to SECTION 4(a)(ii) only if the stockholder notifies the Corporation, in writing, of the stockholder’s intention to make the nomination at such meeting not less than 150 days nor more than 180 days prior to the date of such meeting, which, for purposes of this SECTION 4(b), shall be deemed to be on the same date as the annual meeting of stockholders for the preceding year. Such written notice shall be delivered or mailed to the Chairman of the Board or the President of the Corporation and contain the following information to the extent known by the notifying stockholder: (i) the name and address of each proposed nominee; (ii) the principal occupation of each proposed nominee; (iii) the number of shares of capital stock of the Corporation owned by each proposed nominee; (iv) the name and residence address of the notifying stockholder; (v) the number of shares of capital stock of the Corporation owned by the notifying stockholder; (vi) the consent in writing of the proposed nominee as to the proposed nominee’s name being placed in nomination for director; and (vii) all information relating to such proposed nominee that would be required to be disclosed by Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, assuming such provisions would be applicable to the solicitation of proxies for such proposed nominee.

​

- 3 -

A nomination pursuant to SECTION 4(a)(ii) that is not made in accordance with this SECTION 4(b) shall be disregarded and, upon the meeting chairman’s instructions, the judge of elections shall disregard all votes cast for each nominee.

SECTION 5. Filling Vacancies. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired term of a director whose place shall be vacant until the election of his successor or until he shall be removed prior thereto by an affirmative vote of the holders of the holders of a majority of the stock. Similarly and in the event of the number of directors being increased as provided in these Bylaws, the additional directors so provided for shall be elected by the directors already in office, and shall hold office until the next annual meeting of stockholders and thereafter until his or their successors shall be elected. A director of the Corporation may only be removed during the director’s term of office for cause, which means criminal conviction of a felony, unsound mind, adjudication of bankruptcy, or conduct prejudicial to the interest of the Corporation, by the affirmative vote of a majority of the entire Board of Directors of the Corporation ( exclusive of the director being considered for removal) or by the affirmative vote of a majority of the outstanding capital stock of the Corporation entitled to vote for the election of directors. Stockholders shall not have the right to remove directors without such cause. Any attempt or special meeting of stockholders to remove a director for cause shall be permitted only after notice to the director describing the specific charges constituting cause thereunder, and a hearing at which the director has a full opportunity to refute the charges.

​

SECTION 6. Place of Meeting. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of Maryland General Corporations Law.

​

SECTION 7. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held at the next regularly scheduled meeting of the Board following the annual stockholders’ meeting at which a Board of Directors is elected. Any business may be transacted at regular meetings of the Board.

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SECTION 8. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman or the President, and must be called by the Chairman, the President or the Secretary upon written request of a majority of the Board of Directors, by mailing the same at least two (2) days prior to the meeting, or by personal delivery, facsimile transmission, telegraphing or telephoning the same on the day before the meeting, to each director; but such notice may be waived by any other director.

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Unless otherwise limited in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director shall be present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting.

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SECTION 9. Quorum. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors except as may be otherwise specifically provided by law or by the Corporation’s Articles of Incorporation or by these Bylaws.

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SECTION 10. Compensation of Directors. Directors shall be entitled to receive from the Corporation reimbursement of the expenses incurred in attending any regular or special meeting of the Board. The Board of Directors, by resolution of the Board, may provide for compensation to be paid to directors for their services, and may set a fixed sum for attendance at each regular or special meeting of the Board and of any committee of the Board on which directors serve. Such reimbursement and compensation shall be payable whether or not an adjournment be had because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor; provided, however, that directors who are employees of the Corporation shall not be entitled to any additional compensation for their services as directors.

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SECTION 11. Executive Committee. The Board of Directors may appoint from among its members, by resolution passed by a majority of the whole Board, an Executive Committee, to consist of two or more of the directors of the Corporation. Except to the extent specified by resolution of the Board, the Executive Committee shall have and may exercise the powers of the Board of Directors, and may authorize the seal of the Corporation to be affixed to all papers which may require it. The Executive Committee shall be responsible for reviewing and recommending changes to the Corporation’s insurance pro-gram, overseeing compliance with the Corporation’s Bylaws and Articles of Incorporation, supervising the Corporation’s CEO, recommending to the Board a compensation policy for the CEO and other executive officers of the Corporation and its subsidiaries, recommending changes to the CEO’s compensation package based on performance reviews, monitoring the performance of the Corporation and its subsidiaries, recommending changes to the Corporation’s and subsidiaries’ personnel policies, serving as a director nomination committee, and shall function with the authority of the full Board between meetings of the Board. The Executive Committee shall consist of the Chairman of the Board, the President, and such other directors as may be deter-mined by the Board. The Executive Committee shall meet at such time as may be fixed by the Committee or upon call of the Chairman of the Board. A majority of members of the Executive Committee shall have and exercise the authority of the Board of Directors in the interval between the meetings of the Board of Directors as permitted by applicable law.

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SECTION 12. Audit Committee. The Board of Directors shall appoint from among its members, by resolution passed by a majority of the whole Board, an Audit Committee, to consist of two or more of the directors of the Corporation, none of whom shall be officers or employees of the Corporation and each of whom shall be independent of management of the Corporation.

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The duties of this committee shall be to review annually of the affairs of the Corporation and to report to the Board of Directors on its review, including whether adequate internal audit controls and procedures are being maintained, and make recommendations to the Board of Directors regarding changes in the manner of doing business, all as shall be deemed advisable. The Audit Committee shall also recommend to the Board of Directors on the selection of the firm of independent certified public accountants to audit the books and records of the Corporation. The Audit Committee shall review significant audit and accounting principles, policies and practices, meet with the Corporation’s auditors to review the Corporation’s internal auditing functions, meet with the Corporation’s independent auditors to review the results of the annual examination, and review the recommendations of the auditors.

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SECTION 13. Other Committees. The Board of Directors from time to time establish other committees of the Board to consist of two or more of the directors of the Corporation, and, by resolution passed by a majority of the whole Board, provide for such committees to have and to exercise such powers and authority and to perform such duties as may be assigned to it by the Board. Such committee or committees shall have such names as may be assigned to them by the Board. The members of any such committees shall be appointed by the Chairman of the Board and approved by the Board.

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SECTION 14.  Proxy Access.

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(a)Whenever the Board of Directors solicits proxies with respect to the election of directors at an annual meeting of stockholders, subject to this SECTION 14, the Corporation shall include in its proxy materials for such annual meeting the name, together with the Required Information (as defined below), of any person nominated for election (the “Stockholder Nominee”) to the Board of Directors by a stockholder or group of no more than 20 stockholders (provided that, for this purpose, any two or more funds will count as one stockholder if such funds are (i) under common management and investment control, (ii) under common management and funded primarily by the same employer, or (iii) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940) that satisfies the requirements of this SECTION 14 (such stockholder or group of stockholders, the “Eligible Stockholder”) and expressly elects at the time of providing the notice required by this SECTION 14 (the “Notice of Proxy Access Nomination”) to have its Stockholder Nominee included in the corporation’s proxy materials pursuant to this SECTION 14. As used in this SECTION 14, the phrase “Required Information” means (x) information provided to the Chairman of the Board or the President of the Corporation by the Eligible Stockholder concerning the Stockholder Nominee and the Eligible Stockholder that is required to be disclosed in the Corporation’s proxy materials under the Exchange Act and (y) if the Eligible Stockholder so elects, a written statement, not to exceed 500 words, in support of its Stockholder Nominee’s candidacy. Notwithstanding anything to the contrary contained in this SECTION 14, the Corporation may solicit against, and include in the proxy materials the Corporation’s own statement relating to any Eligible Stockholder or any Stockholder Nominee, and omit from its proxy materials any information relating to any Eligible Stockholder or any Stockholder Nominee that (A) is untrue in any material respect, (B) omits a material fact necessary in order to make the information, in light of the circumstances, not misleading, or (C) would violate any applicable law or regulation.

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(i)If the Eligible Stockholder consists of a group of stockholders, any and all requirements and obligations for an individual Eligible Stockholder set forth in this SECTION 14, including the Minimum Holding Period (as defined in SECTION 14(b)(ii) below), applies to each member of such group; provided, however, that the Required Ownership Percentage (as defined in SECTION 14(b)(ii) below) shall apply to the ownership of the group in the aggregate.  No stockholder may join more than one group of stockholders per annual meeting.

(ii)The Notice of Proxy Access Nomination will be timely only if it is received by the Chairman of the Board or President of the Corporation not less than 150 days nor more than 180 days prior to the date of the subject annual meeting of stockholders, which, for purposes of this SECTION 14(a)(ii), shall be deemed to be on the same date as the annual meeting of stockholders for the preceding year (such 150th day, the “Final Proxy Access Nomination Date”); provided, however, that, subject to the last sentence of this SECTION 14(a)(ii), if the subject annual meeting is convened more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, then the Notice of Proxy Access Nomination must be received by the secretary of the Corporation not later than the close of business on the later of (x) the 90th day before such annual meeting or (y) the 10th day following the day on which public announcement of the date of such meeting is first made, and the “Final Proxy Access Nomination Date” shall be the later of such dates.  In no event shall an adjournment or postponement of an annual meeting of stockholders for which notice has been given commence a new time period for the giving of a Notice of Proxy Access Nomination.

(iii)The maximum number of Stockholder Nominees nominated by all Eligible Stockholders that will be included in the Corporation’s proxy materials with respect to an annual meeting of stockholders shall not exceed the greater of (x) three and (y) 25% of the total number of directors in office as of the Final Proxy Access Nomination Date (rounded down to the nearest whole number) (the “Proxy Access Nominee Maximum”). If the Board of Directors resolves to reduce the size of the Board of Directors after the Final Proxy Access Nomination Date but before the date of the subject annual meeting, then the maximum number of Stockholder Nominees included in the Corporation’s proxy materials shall be calculated based on the number of directors in office as so reduced. The following persons shall not be counted as a Stockholder Nominee for purposes of determining whether the Proxy Access Nominee Maximum has been reached:

(A)any person serving on the Board of Directors as of the Final Proxy Access Nomination Date who (x) will be included as a management nominee for the Board of Directors in the Corporation’s proxy materials for the annual meeting to which the Proxy Access Nominee Maximum determination relates and (y) was included in the Corporation’s proxy materials as a Stockholder Nominee pursuant to this SECTION 14 for either of the two preceding annual meetings; or

(B)any individual nominated by an Eligible Stockholder for inclusion in the Corporation’s proxy materials pursuant to this SECTION 14 and: (x) who the Board of Directors decides to nominate as a nominee of the Board of Directors; or (y) whose nomination is subsequently withdrawn (whether before or after the Final Proxy Access Nomination Date).

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(iv)Any Eligible Stockholder submitting more than one Stockholder Nominee for inclusion in the corporation’s proxy materials pursuant to this SECTION 14 shall rank such Stockholder Nominees based on the order that the Eligible Stockholder desires such Stockholder Nominees to be selected for inclusion in the Corporation’s proxy materials if the total number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this SECTION 14 exceeds the Proxy Access Nominee Maximum.  If the number of Stockholder Nominees submitted by Eligible Stockholders exceeds the Proxy Access Nominee Maximum, then the highest-ranking Stockholder Nominee who meets the requirements of this SECTION 14 from each Eligible Stockholder will be selected for inclusion in the Corporation’s proxy materials until the Proxy Access Nominee Maximum is reached. Selection will be in order of the amount (from largest to smallest) of voting shares of the Corporation’s capital stock that each Eligible Stockholder disclosed as owned in its respective Notice of Proxy Access Nomination. If the Proxy Access Nominee Maximum is not reached after the highest-ranking Stockholder Nominee who meets the requirements of this SECTION 14 from each Eligible Stockholder has been selected, then this process will continue as many times as necessary, following the same order each time, until the Proxy Access Nominee Maximum is reached.

(b)For purposes of this SECTION 14, an Eligible Stockholder shall be deemed to “own” only those outstanding shares of capital stock of the Corporation as to which the stockholder possesses both (x) the full voting and investment rights pertaining to such shares and (y) the full economic interest in (including the opportunity for profit from and risk of loss on) such shares, provided that the number of shares calculated in accordance with foregoing clauses (x) and (y) shall not include any shares:  (1) sold by such stockholder or any of its affiliates in any transaction that has not been settled or closed, including any short sale; (2) borrowed by such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell; or (3) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of the capital stock of the Corporation, in any such case which instrument or agreement has, or is intended to have, or if exercised by either party would have, the purpose or effect of reducing in any manner, to any extent or at any time in the future, such stockholder’s or its affiliates’ full right to vote or direct the voting of any such shares or hedging, offsetting or altering to any degree any gain or loss realized or realizable from maintaining the full economic ownership of such shares by such stockholder or its affiliates.

(i)For this purpose, a stockholder shall “own” shares held in the name of a nominee or other intermediary so long as the stockholder (x) retains the right to instruct how the shares are voted with respect to the election of directors and the right to direct the disposition thereof and (y) possesses the full economic interest in the shares, in each case subject to the limitations in SECTION 14(b) above. A stockholder’s ownership of shares shall be deemed to continue during any period in which the stockholder has (1) delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement which is revocable at any time by the stockholder or (2) loaned such shares provided that the stockholder has the power to recall such loaned shares on five business days’ notice.

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For purposes of this SECTION 14, the term “affiliate” or “affiliates” shall have the meaning ascribed thereto by Rule 12b-2 under the Exchange Act.

(ii)To make a nomination pursuant to this SECTION 14, an Eligible Stockholder (x) must have owned 3% or more (the “Required Ownership Percentage”) of the Corporation’s outstanding common stock (the “Required Shares”) continuously for three years or more (the “Minimum Holding Period”) as of both the date the Notice of Proxy Access Nomination is received by the secretary of the corporation in accordance with this SECTION 14 and the record date for determining the stockholders entitled to vote at the annual meeting of stockholders and (y) must continue to own the Required Shares through the date of such annual meeting.

(iii)To make a nomination pursuant to this SECTION 14, within the time period specified for delivering the Notice of Proxy Access Nomination, an Eligible Stockholder must provide the following information in writing to the Chairman of the Board or President of the Corporation:

(A)the number of shares it is deemed to own for the purposes of this SECTION 14;

(B)written statement(s), from a person and in a form acceptable for purposes of a stockholder proposal under Rule 14a-8(b)(2) under the Exchange Act, verifying that, as of a date within seven calendar days prior to the date the Notice of Proxy Access Nomination is received by the Chairman of the Board or President of the Corporation, the Eligible Stockholder owns, and has owned continuously for the Minimum Holding Period, the Required Shares;

(C)the Eligible Stockholder’s agreement to provide, within five business days after the record date for the annual meeting, written statement(s), from a person and in a form acceptable for purposes of a stockholder proposal under Rule 14a-8(b)(2) under the Exchange Act, verifying the Eligible Stockholder’s continuous ownership of the Required Shares through the record date;

(D)a copy of the Schedule 14N that has been filed with the Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act;

(E)the information, representations and agreements that are the same as those that would be required to be set forth in a stockholder’s notice of nomination pursuant to SECTION 4(a)(ii) of this Article II;

(F)a representation that the Eligible Stockholder:

(1)acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at the Corporation, and does not presently have such intent;

(2)will maintain ownership of the Required Shares through the date of the subject annual meeting; (3)has not nominated and will not nominate for election any individual as a director at the annual meeting, other than its Stockholder Nominee(s) pursuant to this SECTION 14;

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(4)has not engaged and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation,” within the meaning of Rule 14a-1(l) under the Exchange Act, in support of the election of any individual as a director at the annual meeting other than its Stockholder Nominee(s) or a nominee of the Board of Directors;

(5)agrees to comply with all applicable laws and regulations with respect to any solicitation in connection with the annual meeting or applicable to the filing and use, if any, of soliciting material;

(6)will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects and that do not or will not omit to state a material fact necessary in order to make the communications, in light of the circumstances under which they were made, not misleading; and

(7)an undertaking that the Eligible Stockholder agrees to:  (x) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder’s communications with the stockholders of the Corporation or out of the information that the Eligible Stockholder provided to the Corporation, in each case in connection with the Eligible Stockholder’s use of this SECTION 14 or efforts to elect its Stockholder Nominee(s); (y) indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Stockholder pursuant to this SECTION 14; and (z) in the case of a nomination by a group of stockholders that together is an Eligible Stockholder, the designation by all group members of one group member that is authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including withdrawal of the nomination.

(c)To be eligible for nomination pursuant to this SECTION 14, within the time period specified for delivering the Notice of Proxy Access Nomination, a Stockholder Nominee must deliver to the Chairman of the Board or President of the Corporation:

(i)a consent of such Stockholder Nominee to being named in the proxy materials as a nominee and to serving as a director if elected;

(ii)the information required with respect to such Stockholder Nominee if he were a person nominated for election or reelection as a director pursuant to SECTION 4(a)(ii) of this Article II;

(iii)a written representation and agreement that such Stockholder Nominee (x) will submit all questionnaires required by the Corporation of its directors and director nominees; and (y) will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects and that do not or will not omit to state a material fact necessary in order to make the communications, in light of the circumstances under which they were made, not misleading;

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(iv)such additional information requested by the Corporation as necessary to permit the Board of Directors to determine if such Stockholder Nominee is independent under the listing standards of each principal U.S. exchange upon which the capital stock of the Corporation is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Corporation’s directors; and

(v)If any information or communications provided by the Eligible Stockholder or the Stockholder Nominee to the Corporation or its stockholders (x) ceases to be true and correct in all material respects or (y) requires disclosure of a new material fact to make the information or communications, in light of the circumstances under which they were made, not misleading, each Eligible Stockholder or Stockholder Nominee, as the case may be, shall promptly notify the Chairman of the Board or President of the Corporation of any defect in such previously provided information and of the information that is required to correct any such defect.

(d)The Corporation shall not be required to include, pursuant to this SECTION 14, a Stockholder Nominee in its proxy materials for an upcoming annual meeting of stockholders:

(i)for which the Chairman of the Board or President of the Corporation receives a notice that a stockholder has nominated a person for election to the Board of Directors pursuant to the advance notice requirements for stockholder nominees for director set forth in SECTION 4 of this Article II;

(ii)if the Eligible Stockholder who has nominated such Stockholder Nominee has engaged in or is currently engaged in, or has been or is a “participant” in another person’s, “solicitation,” within the meaning of Rule 14a-1(l) under the Exchange Act, in support of the election of any individual as a director at the upcoming annual meeting other than its Stockholder Nominee(s) or a nominee of the Board of Directors;

(iii)if the Stockholder Nominee is or becomes a party to any compensatory, payment, reimbursement, indemnification or other financial agreement, arrangement or understanding with any individual or entity other than the Corporation or a wholly owned subsidiary of the Corporation, or has received or will receive any such compensation, reimbursement, indemnification or other payment from any individual or entity other than the Corporation or a wholly owned subsidiary of the Corporation, in each case in connection with candidacy or service as a director of the Corporation (other than agreements providing only for indemnification and/or reimbursement of out-of-pocket expenses in connection with candidacy as a director) unless the amount(s) of compensation, source(s) of compensation, payment criteria, form and timing of compensation, and all other material terms and conditions with respect to such compensatory, payment, reimbursement, indemnification or other financial agreements, arrangements or understandings are fully and accurately disclosed in the Schedule 14N referred to in SECTION 14(b)(iii)(D) above; (iv)who is not independent under the listing standards of any principal U.S. exchange upon which the Corporation’s capital stock is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing independence of the Corporation’s directors;

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(v)whose election as a director would cause the Corporation to be in violation of these Bylaws, the Corporation’s charter, the rules and listing or governance standards of any principal U.S. exchange upon which the Corporation’s capital stock is listed, or any applicable state or federal law, rule or regulation;

(vi)who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914;

(vii)who is subject to an event for which disclosure would be required in the proxy statement for the upcoming annual meeting by Item 401(f) of Regulation S-K promulgated by the Securities and Exchange Commission;

(viii)who is subject to any disqualification event specified in Rule 506(d) under the Securities Act of 1933, as amended;

(ix)if such Stockholder Nominee, or the Eligible Stockholder that nominated such Stockholder Nominee, has provided information to the Corporation or its stockholders with respect to such nomination that was untrue in any material respect or that omitted to state a material fact necessary to make the information, in light of the circumstances under which it was provided, not misleading; or

(x)if such Stockholder Nominee, or the Eligible Stockholder that nominated such Stockholder Nominee, fails to comply with his, her or its obligations pursuant to these Bylaws, including, but not limited to, this SECTION 14.

(e)Notwithstanding anything to the contrary set forth in this SECTION 14, the Board of Directors or the chairman of the annual meeting may declare the nomination of a Stockholder Nominee by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, if:

(i)Such Stockholder Nominee and/or such Eligible Stockholder has breached his, her or its obligations under this SECTION 14; or

(ii)such Eligible Stockholder (or a qualified representative thereof) does not appear at the subject annual meeting to present such nomination pursuant to this SECTION 14.

(f)Any Stockholder Nominee who is included in the Corporation’s proxy materials for a particular annual meeting of stockholders but either (x) withdraws from or becomes ineligible or unavailable for election at the annual meeting or (y) does not receive the affirmative vote of at least 25% of the shares represented in person or by proxy at such meeting and entitled to vote in the election of directors will be ineligible to be a Stockholder Nominee pursuant to this SECTION 14 for the next three annual meetings.

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For the avoidance of doubt, this SECTION 14(f) shall not prevent any stockholder from nominating any person to the Board of Directors pursuant to and in accordance with SECTION 4(a)(ii) of this Article II.

ARTICLE III

Officers

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SECTION 1. Election and Tenure. The officers of the Corporation shall be the Chairman of the Board, a President, one or more Vice-Presidents (if so elected by the Board of Directors), a Secretary and a Treasurer, and such other officers as the Board of Directors from time to time may consider necessary for the proper conduct of the business of the Corporation. The officers shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders. The Chairman of the Board and the President shall be directors and the other officers may, but need not be, directors. any two or more of the above offices, except those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these Bylaws to be executed, acknowledged or verified by any two or more offices. Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, all officers and agents of the Corporation shall be subject to removal at any time by the affirmative vote of a majority of the whole board of Directors, and all officers, agents, and employees, other than officers appointed by the Board of Directors, shall hold office at the discretion of the Board of Directors and/or of the officers appointing them.

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SECTION 2. Powers and Duties of the Chairman of the Board. The Chairman of the Board shall be the chief executive officer of the Corporation and shall have general charge and control of all its business affairs and properties. He shall preside at all meetings of the stockholders and the Board of Directors, except as provided in Article 1 section 6. the Chairman of the Board shall have all general powers conferred by these Bylaws or by law, including the power to sign, execute and deliver in the name and on behalf of the Corporation all authorized bonds, contracts and other obligations of the Corporation. He shall the general powers and duties of supervision and management usually vested in the chief executive officer. The Chairman shall be ex-officio a member of all the standing committees, except any audit or examining committee. He shall do and perform such other duties as may, from time to time, be assigned to him by the Board of Directors.

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SECTION 3. Powers and Duties of the President. The President shall supervise the carrying out of the policies adopted or approved by the Board of Directors. He shall have general executive powers as well as specific powers and duties as may be conferred upon or assigned to him by the Board of Directors. In the case of the absence or disability of the Chairman, the duties of that offices shall be performed by the President.

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SECTION 4. Powers and Duties of the Vice President. The Board of Directors may elect one or more Vice Presidents. Any Vice President 9 unless otherwise provided by resolution of the Board of Directors) may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation. Each Vice President shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors, by the Chairman, or by the President. In case of the absence or disability of the President, the duties of that office shall be performed by any Vice President.

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Any Vice President may, in the discretion of the Board of Directors, be designated as “ executive,” “senior,” or by departmental or functional classification.

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SECTION 5. Powers and Duties of the Secretary. the Secretary shall give , or cause to be given, notice of all meetings of stockholders and directors and all other notices required by law or by these Bylaws, and in case of hi absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the Chairman, or by the directors or stockholders upon whose written requisition the meeting is called as provided in these Bylaws. The Secretary shall record all the proceeding of the meetings of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors, the Chairman or the President, and attest the same. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Directors, the Chairman and the President.

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SECTION 6. Powers and Duties of Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation, and he shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. He shall render to the Chairman, the President and the Board of Directors, whenever any of them so requests, an account of all his transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation in case of his death, resignation, retirement or removal from office of all books, papers, vouchers, moneys and other properties of whatever kind in his possession or under his control belonging to the Corporation. The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Directors, the Chairman and the President.

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SECTION 7. Powers and Duties of Other Assistant Officers. Each assistant officer shall assist in the performance of the duties of the officer to whom he is assistant and shall perform such duties in the absence of the officer. He shall perform such additional duties as the Board of Directors, the Chairman, the President, or the officer to whom he is assistant may from time to time assign him. Such officers may be given such functional titles as the Board of Directors shall from time to time determine.

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ARTICLE IV

Capital Stock

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SECTION 1. Stock Certificates. The certificates for shares of the stock of the Corporation shall be of such form not inconsistent with the Certificate of Incorporation, or its amendments, as shall be approved by the Board of Directors. All certificates shall contain the manual or facsimile signature of the Chairman or the President and the Secretary or an Assistant Secretary, and shall contain the seal of the Corporation. All certificates for each class of stock shall be consecutively numbered. The name of the person owning the shares issued and the address of the holder shall be entered in the Corporation’s books.

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All certificates surrendered to the Corporation for transfer shall be canceled and, subject to SECTION 3 of this ARTICLE IV, no new certificates representing the same number of shares shall be issued until the former certificate or certificates for the same number of shares shall have been so surrendered, and canceled, unless a certificate of stock be lost or destroyed, in which event another may be issued in its stead upon proof of such loss or destruction, provided that the Corporation may require, in its discretion, the giving of a bond of indemnity satisfactory to the Corporation. Both such proof and such bond shall be in a form approved by the general counsel of the Corporation and by the Transfer Agent of the Corporation and by the Registrar of the stock.

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SECTION 2. Transfer of Shares. Subject to SECTION 3 of this ARTICLE IV, shares of the capital stock of the Corporation shall be transferred on the books of the Corporation only by the holder thereof in person or by his attorney upon, surrender and cancellation of certificates for a like number of shares as hereinbefore provided.

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SECTION 3. Uncertificated Stock. Notwithstanding any other provision of these By-laws, the Board of Directors may adopt a system of issuance, recordation and transfer of shares of stock of the Corporation by electronic or other means not involving any issuance of certificates, including provisions for notice to purchasers in substitution for any required statements on certificates, and as may be required by applicable corporate securities laws, which system has been approved by the United States Securities and Exchange Commission. Any system so adopted shall not become effective as to issued and outstanding certificated shares until the certificates therefor have been surrendered to the Corporation.

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SECTION 4. Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share in the name of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Maryland.

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SECTION 5. Closing Transfer Books. The Board of Directors may fix the period, not exceeding twenty (20) days, during which time the books of the Corporation shall be closed against transfers of stock, or, in lieu thereof, the directors may fix a date not less than ten (10) days nor more than ninety (90) days preceding the date of any meeting of stockholders or any dividend payment date or any date for the allotment of rights, as a record date for the determination of the stockholders entitled to notice of and to vote at such meeting or to receive such dividends or rights as the case may be; and only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights as the case may be.

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ARTICLE V

Bank Accounts and Loans

​

SECTION 1. Bank Accounts.

​

- 15 -

Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be designated by the Board of Directors and such officers or agents as from time to time authorized by the Board of Directors may withdraw any or all of the funds of the Corporation so deposited in any bank or trust or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Corporation, and made or signed by such officers or agents; and each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Directors until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by such bank or trust company. There shall from time to time be certified to the banks or trust companies in which funds of the Corporation are deposited, the signature of the officers or agents of the Corporation so authorized to draw against the same. In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as hereinabove provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the Chairman, the President or a Vice President and counter-signed by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer of the Corporation.

​

SECTION 2. Loans. Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to effect loans, advances or other forms of credit at any time or times for the Corporation from such banks, trust companies, institutions, corporations, firms or persons as the Board of Directors shall from time to time designate, and as security for the repayment of such loans, advances, or other forms of credit to assign, transfer, endorse, and deliver, either originally or in addition or substitution, any or all stock, bonds, rights, and interests of any kind in or to stocks or bonds, certificates of such rights or interests, deposits, accounts, documents covering merchandise, bills and accounts receivable and other commercial paper and evidences or debt at any time held by the Corporation; and for such loans, advances, or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the Corporation on such terms, and with such provisions as to the security or sale or disposition thereof as such officers or agents shall deem proper; and also to sell to, or discount or rediscount with, such banks, trust companies, institutions, corporations, firms or persons any and all commercial paper, bills receivable, acceptances and other instruments and evidences of debt at any time held by the Corporation, and to that end to endorse, transfer and deliver the same. There shall from time to time be certified to each bank, trust company, institution, corporation, firm or person so designated the signature of the officers or agents so authorized; and each bank, trust company, institution, corporation, firm or person is authorized to rely upon such certification until written notice of the revocation by the Board of Directors of the authority of such officers or agents shall be delivered to such bank, trust company, institution, corporation, firm or person.

​

ARTICLE VI

Miscellaneous Provisions

​

SECTION 1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January of each year.

​

​

- 16 -

SECTION 2. Notices. Whenever, under the provisions of these Bylaws, notice is required to be given to the Corporation or to any director, officer or stockholder, unless otherwise provided in these Bylaws, such notice shall be deemed duly given if in writing, and personally delivered, or sent by telefax, or telegram, or by mail, by depositing the same in the U. S. mails, postage postpaid, addressed to the Corporation at its principal executive office, and to each director, officer or stockholder to whom such notice is given at his or her address as it appears on the books of the Corporation, or in default of any other address, to such director, officer or stockholder at the general post office in the City of Oakland, Maryland. Such notice shall be deemed to be given at the time the same is so personally delivered, telefaxed, telegraphed or so mailed. Any person may waive any notice required to be given under these Bylaws.

​

SECTION 3. Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the Chairman, the President and the Vice President, or either of them, shall have full power and authority on behalf of the Corporation to attend and to vote and to grant proxies to be used at any meetings of stockholders of any corporation in which the Corporation may hold stock.

​

ARTICLE VII

Amendment of Bylaws

​

These Bylaws may be repealed, altered, amended, or rescinded, and new bylaws may be adopted, by (a) the Board of Directors and/or (b) the stockholders of the Corporation at a meeting thereof duly called and held in accordance with the provisions of these Bylaws and applicable law, upon the affirmative vote of at least two-thirds of all votes entitled to be cast at such meeting.

​

ARTICLE VIII

Indemnification

​

SECTION 1. Interpretation.  As used in this Article VIII, any word or words that are defined in Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland (the “Indemnification Section”), as amended from time to time, shall have the same meaning as provided in the Indemnification Section.

​

SECTION 2. Indemnification of Directors and Officers. The Corporation shall indemnify and advance expenses to a director or officer of the Corporation in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section. Notwithstanding the foregoing, the Corporation shall be required to indemnify a director or officer in connection with a proceeding commenced by such director or officer against the Corporation or its directors or officers only if the proceeding was authorized by the Board of Directors.

​

SECTION 3. Indemnification of Other Agents and Employees. With respect to an employee or agent, other than a director or officer of the Corporation, the Corporation may, as determined by and in the discretion of the Board of Directors of the Corporation, indemnify and advance expenses to such employees or agents in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.

​

END OF BYLAWS

- 17 -
EX-31.1 3 func-20240930xex31d1.htm EX-31.1

Exhibit 31.1

​

Certifications of the Principal Executive Officer

Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

​

I, Carissa L. Rodeheaver, certify that:

​

1.

I have reviewed this quarterly report on Form 10-Q of First United Corporation;

​

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

​

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

​

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

​

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

​

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

​

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

​

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

​

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

​

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

​

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

​

Date: November 7, 2024

/s/ Carissa L. Rodeheaver

​

Carissa L. Rodeheaver, CPA

​

Chairman of the Board, President and Chief Executive Officer

​

(Principal Executive Officer)

​
EX-31.2 4 func-20240930xex31d2.htm EX-31.2

Exhibit 31.2

​

Certifications of the Principal Financial Officer

Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

​

I, Tonya K. Sturm, certify that:

​

1.

I have reviewed this quarterly report on Form 10-Q of First United Corporation;

​

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

​

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

​

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

​

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

​

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

​

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

​

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

​

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

​

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

​

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

​

Date: November 7, 2024

/s/ Tonya K. Sturm

​

Tonya K. Sturm, Senior Vice President,

​

Chief Financial Officer

​

(Principal Financial Officer)

​
EX-32 5 func-20240930xex32.htm EX-32

Exhibit 32

​

Certification of Periodic Report

Pursuant to 18 U.S.C. § Section 1350

As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

​

Pursuant to, and for purposes only of, 18 U.S.C. § 1350, each of the undersigned hereby certifies that (i) the Quarterly Report of First United Corporation on Form 10-Q for the quarter ended September 30, 2024 filed with the  Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of First United Corporation.

​

Date: November 7, 2024

/s/ Carissa L. Rodeheaver

​

Carissa L. Rodeheaver, CPA

​

Chairman of the Board, President and Chief Executive Officer

​

(Principal Executive Officer)

​

​

​

​

Date: November 7, 2024

/s/ Tonya K. Sturm

​

Tonya K. Sturm, Senior Vice President,

​

Chief Financial Officer

​

(Principal Financial Officer)

​