First United (FUNC)

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First United (FUNC) - 2022 Q3 - Quarterly Report
2022-11-09 16:00
Table of Contents 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, 2022 ◻ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _______________ to ________________ Commission file number 0-14237 First United Corporation (Exact name of registrant as specified in its charter) Maryland 52-1380770 (State or ot ...
First United (FUNC) - 2022 Q2 - Quarterly Report
2022-08-10 16:00
Table of Contents 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 June 30, 2022 ◻ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _______________ to ________________ Commission file number 0-14237 First United Corporation (Exact name of registrant as specified in its charter) Maryland 52-1380770 (State or other j ...
First United (FUNC) - 2022 Q2 - Earnings Call Presentation
2022-07-27 06:48
. FIRST UNITED CORPORATION INVESTOR PRESENTATION Second Quarter 2022 Forward looking statements This presentation 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 "anticipat ...
First United (FUNC) - 2022 Q1 - Quarterly Report
2022-05-08 16:00
[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the company's unaudited financial statements, management's analysis, market risk disclosures, and internal controls for the quarter [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for the three months ended March 31, 2022, and 2021, including detailed notes [Consolidated Statements of Financial Condition](index=4&type=section&id=Consolidated%20Statements%20of%20Financial%20Condition) Total assets increased to $1.76 billion, driven by net loans and investment securities, while liabilities rose due to deposits Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $76,116 | $115,720 | | Net loans | $1,166,002 | $1,137,440 | | Total investment securities | $385,265 | $343,030 | | **Total Assets** | **$1,760,223** | **$1,729,838** | | **Liabilities & Equity** | | | | Total deposits | $1,507,555 | $1,469,374 | | **Total Liabilities** | **$1,623,145** | **$1,587,938** | | **Total Shareholders' Equity** | **$137,078** | **$141,900** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) Net income significantly increased to $5.7 million in Q1 2022, driven by higher net interest income and a credit for loan losses Q1 2022 vs. Q1 2021 Performance (in thousands, except per share data) | Metric | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Net Interest Income | $13,341 | $12,236 | | Provision/(credit) for loan losses | ($419) | $110 | | Total other operating income | $4,434 | $4,926 | | Total other operating expenses | $10,578 | $12,523 | | **Net Income** | **$5,715** | **$3,430** | | **Diluted EPS** | **$0.86** | **$0.49** | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Detailed explanations of accounting policies, including securities transfers, loan loss allowance, fair value, regulatory capital, and CECL adoption - Effective February 1, 2022, the Corporation transferred **$139.0 million** of securities from available-for-sale to held-to-maturity at fair value to mitigate the impact of rising interest rates. The related unrealized loss of **$8.4 million** was retained in accumulated other comprehensive loss (AOCL) and will be amortized over the securities' remaining life[29](index=29&type=chunk) - The allowance for loan losses (ALL) decreased from **$16.0 million** at year-end 2021 to **$15.3 million** at March 31, 2022. The company recorded a credit provision for loan losses of **$419,000** for the quarter[48](index=48&type=chunk)[56](index=56&type=chunk) - The company will adopt the Current Expected Credit Losses (CECL) model on January 1, 2023, which will change the methodology for estimating credit losses on financial instruments. The potential impact is currently under evaluation[124](index=124&type=chunk)[125](index=125&type=chunk) Bank Regulatory Capital Ratios (March 31, 2022) | Ratio | Actual | Required for Adequacy | Required to be Well Capitalized | | :--- | :--- | :--- | :--- | | Total Capital (to risk-weighted assets) | 14.77% | 8.00% | 10.00% | | Tier 1 Capital (to risk-weighted assets) | 13.59% | 6.00% | 8.00% | | Common Equity Tier 1 Capital | 13.59% | 4.50% | 6.50% | | Tier 1 Capital (to average assets) | 10.14% | 4.00% | 5.00% | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance, highlighting increased Q1 2022 net income, portfolio growth, and stable credit quality [Results of Operations](index=46&type=section&id=Results%20of%20Operations) Q1 2022 net income rose to $5.7 million, primarily due to the absence of a prior-year litigation settlement and increased net interest income - The primary driver for the increase in earnings was the absence of a **$3.3 million** litigation settlement expense that was recorded in the first quarter of 2021[137](index=137&type=chunk) Net Interest Income and Margin (FTE, non-GAAP) | Metric | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Net Interest Income | $13,582 thousand | $12,475 thousand | | Net Interest Margin | 3.40% | 3.11% | [Financial Condition](index=52&type=section&id=Financial%20Condition) Total assets grew to $1.8 billion, driven by loan and investment portfolio increases, funded by deposit growth, while equity declined due to AOCI - Management strategically deployed excess cash by purchasing approximately **$50.0 million** in short-term treasury bonds early in the first quarter of 2022[157](index=157&type=chunk) Loan Portfolio Composition (in thousands) | Loan Type | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Commercial real estate | $391,136 | $374,291 | | Acquisition and development | $133,031 | $128,077 | | Commercial and industrial | $194,914 | $180,976 | | Residential mortgage | $399,704 | $404,686 | | Consumer | $62,616 | $65,657 | | **Total Loans** | **$1,181,401** | **$1,153,687** | [Risk Elements and Credit Quality](index=55&type=section&id=Risk%20Elements%20and%20Credit%20Quality) Credit quality remained stable, with non-performing assets decreasing and the allowance for loan losses deemed adequate Key Credit Quality Metrics | Metric | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Non-accrual loans to total loans | 0.20% | 0.21% | | Non-performing assets to total assets | 0.39% | 0.42% | | Allowance for loan losses to non-accrual loans | 655.75% | 648.05% | [Liquidity, Market Risk, and Capital Resources](index=61&type=section&id=Liquidity,%20Market%20Risk,%20and%20Capital%20Resources) The company maintains adequate liquidity, is asset-sensitive to rising interest rates, and remains well-capitalized above regulatory requirements - As of March 31, 2022, the company was **asset sensitive**, with a simulation analysis showing that a **100 basis point increase** in interest rates would increase net interest income by an estimated **$970,000** over the next year[189](index=189&type=chunk)[195](index=195&type=chunk) - The Bank had **$130.0 million** available through unsecured lines of credit and approximately **$187.5 million** available through the FHLB at quarter-end[198](index=198&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=65&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section refers to prior disclosures on market risk, emphasizing the company's interest rate risk management and asset-sensitive position - The information regarding market risk is incorporated by reference from the 'Market Risk and Interest Sensitivity' section in the MD&A[204](index=204&type=chunk) [Controls and Procedures](index=66&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2022, with no material changes to internal controls - Based on an evaluation as of March 31, 2022, the company's Principal Executive Officer and Principal Financial Officer concluded that disclosure controls and procedures are **effective at the reasonable assurance level**[206](index=206&type=chunk) - No changes in internal control over financial reporting occurred during the first quarter of 2022 that have materially affected, or are reasonably likely to materially affect, internal controls[207](index=207&type=chunk) [PART II. OTHER INFORMATION](index=67&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, and a list of exhibits filed with the report [Legal Proceedings](index=67&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings during the period - There are no legal proceedings to report for the quarter[210](index=210&type=chunk) [Risk Factors](index=67&type=section&id=Item%201A.%20Risk%20Factors) No material changes in risk factors have occurred since the prior year's Annual Report on Form 10-K - Management does not believe any material changes in risk factors have occurred since the last disclosure in the 2021 Form 10-K[211](index=211&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=67&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - None reported[212](index=212&type=chunk) [Exhibits](index=68&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the quarterly report, including officer certifications and Inline XBRL data files - Exhibits filed include certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[218](index=218&type=chunk)
First United (FUNC) - 2021 Q4 - Annual Report
2022-03-24 16:00
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____to _____ Commission file number 0-14237 First United Corporation (Exact name of registrant as specified in its charter) Indicate by check mark whether th ...
First United (FUNC) - 2021 Q3 - Quarterly Report
2021-11-08 16:00
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 2021 ◻ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _______________ to ________________ Commission file number 0-14237 First United Corporation (Exact name of registrant as specified in its charter) | Maryland | 52-1380770 | | --- ...
First United (FUNC) - 2021 Q2 - Quarterly Report
2021-08-11 16:00
Table of Contents 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 June 30, 2021 ◻ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _______________ to ________________ Commission file number 0-14237 First United Corporation (Exact name of registrant as specified in its charter) | Maryland | 52-1380770 | | --- | --- ...
First United (FUNC) - 2021 Q1 - Quarterly Report
2021-05-13 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2021 £ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _______________ to ________________ Commission file number 0-14237 First United Corporation (Exact name of registrant as specified in its charter) Maryland 52-1380770 (State or other jurisdiction of in ...
First United (FUNC) - 2020 Q4 - Annual Report
2021-03-24 16:00
Part I [Business Overview](index=4&type=section&id=Item%201.%20Business) First United Corporation is a well-capitalized bank holding company operating in Maryland and West Virginia, providing comprehensive banking and wealth management services under extensive regulation Financial Position as of December 31, 2020 | Metric | Value (USD) | | :--- | :--- | | Total Assets | $1.7 billion | | Net Loans | $1.1 billion | | Deposits | $1.4 billion | | Shareholders' Equity | $131.0 million | - The Bank operates **25 banking offices** and **32 ATMs** across several counties in Maryland and West Virginia, offering a complete range of retail and commercial banking services[15](index=15&type=chunk) - The Bank's Trust Department supervised approximately **$1.0 billion in assets** as of December 31, 2020, an increase from $902.2 million at the end of 2019[28](index=28&type=chunk) Deposit Market Share in Key Counties (as of June 30, 2020) | County | Market Share | Rank | | :--- | :--- | :--- | | Garrett County, MD | 64.39% | 1 | | Mineral County, WV | 39.21% | 1 | | Allegany County, MD | 25.75% | 3 | | Berkeley County, WV | 8.84% | 5 | | Washington County, MD | 4.61% | 6 | | Monongalia County, WV | 3.45% | 8 | | Frederick County, MD | 3.23% | 10 | - As of December 31, 2020, the Corporation and the Bank were classified as **"well capitalized"** under regulatory standards[61](index=61&type=chunk) [Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from the COVID-19 pandemic, geographic concentration, intense competition, extensive regulation, cybersecurity threats, and ongoing litigation with an activist shareholder - The COVID-19 pandemic poses significant risks, including increased credit risk due to business shutdowns, operational risks from remote work arrangements, and market risk from interest rate volatility[90](index=90&type=chunk)[91](index=91&type=chunk)[95](index=95&type=chunk) - The business is geographically concentrated in Western Maryland and Northeastern West Virginia, with a significant portion of its loan portfolio secured by real estate, increasing its vulnerability to local economic declines[107](index=107&type=chunk) - The company faces significant expenses and potential damages from litigation initiated by an activist shareholder, Driver Opportunity Fund I LP, related to the 2020 annual meeting[138](index=138&type=chunk) - Ongoing proxy contests with activist shareholders are identified as a risk that can be costly, time-consuming, disrupt operations, and divert management's attention[157](index=157&type=chunk)[163](index=163&type=chunk) - The company's heavy reliance on computer systems and the internet exposes it to cybersecurity risks, including attacks that could disrupt business, compromise confidential data, and result in significant financial and reputational damage[128](index=128&type=chunk)[132](index=132&type=chunk)[135](index=135&type=chunk) [Unresolved Staff Comments](index=24&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[159](index=159&type=chunk) [Properties](index=24&type=section&id=Item%202.%20Properties) The Corporation owns its headquarters and operations center in Oakland, Maryland, with 19 owned and six leased banking offices incurring $0.4 million in 2020 rent expense - The Corporation owns its headquarters and operations center in Oakland, Maryland. It owns **19 of its banking offices** and leases **six**, with a total rent expense of **$0.4 million** in 2020[160](index=160&type=chunk) [Legal Proceedings](index=24&type=section&id=Item%203.%20Legal%20Proceedings) The Corporation is vigorously defending itself against a September 2020 lawsuit filed by an activist shareholder alleging fiduciary duty breaches related to the 2020 proxy contest - On September 4, 2020, the Driver Shareholder filed a lawsuit against the Corporation and its directors alleging various torts related to the 2020 proxy contest[161](index=161&type=chunk)[162](index=162&type=chunk) - The shareholder seeks unspecified damages and requests the court to vacate the 2020 director election results and order a new meeting[162](index=162&type=chunk) - In January 2021, a district court dismissed six of the nine claims, though the shareholder has filed motions to reconsider and amend the complaint. The Corporation is vigorously defending the litigation[164](index=164&type=chunk)[165](index=165&type=chunk) [Mine Safety Disclosures](index=25&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Corporation - Not applicable[166](index=166&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=26&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The Corporation's common stock trades on NASDAQ under "FUNC", with cash dividends reinstated in 2018 and no issuer repurchases in Q4 2020 - The Corporation's common stock trades on the NASDAQ Global Select Market under the symbol **"FUNC"**. As of February 28, 2021, there were **1,240 shareholders** of record[168](index=168&type=chunk) - Cash dividends were suspended in November 2010 but this suspension was lifted in 2018. Payment of dividends is at the discretion of the board[169](index=169&type=chunk) - No shares of common stock were repurchased by the Corporation during the three-month period ended December 31, 2020[171](index=171&type=chunk) [Selected Financial Data](index=27&type=section&id=Item%206.%20Selected%20Financial%20Data) The five-year financial summary highlights consistent growth in assets, loans, and deposits, with net income and diluted EPS increasing in 2020, alongside resumed and growing dividends Selected Financial Data (2019 vs. 2020) | Metric (in thousands, except per share data) | 2020 | 2019 | | :--- | :--- | :--- | | Total Assets | $1,733,414 | $1,442,027 | | Net Loans | $1,149,596 | $1,037,145 | | Deposits | $1,422,366 | $1,142,031 | | Net Interest Income | $48,546 | $46,391 | | Net Income | $13,841 | $13,129 | | Diluted EPS | $1.97 | $1.85 | | Dividends Paid per Share | $0.52 | $0.40 | | Return on Average Assets | 0.86% | 0.93% | | Return on Average Equity | 10.89% | 10.44% | [Management's Discussion and Analysis of Financial Condition & Results of Operations](index=28&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20%26%20Results%20of%20Operations) In 2020, net income increased due to higher net interest income and mortgage gains, despite increased loan loss provisions, driven by significant asset and deposit growth, PPP loan participation, and improved credit quality 2020 vs. 2019 Performance Summary | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Net Income | $13.8 million | $13.1 million | | Diluted EPS | $1.97 | $1.85 | | Net Interest Income | $48.5 million | $46.4 million | | Provision for Loan Losses | $5.4 million | $1.3 million | | Net Interest Margin (FTE) | 3.34% | 3.68% | - The increase in the provision for loan losses was primarily driven by a **$5.9 million** adjustment to qualitative factors reflecting economic uncertainty related to the COVID-19 pandemic[178](index=178&type=chunk) - Loan growth of **$117.4 million** was mainly attributable to participation in the Paycheck Protection Program (PPP), with **$114.0 million** in PPP loans remaining on the balance sheet at year-end[182](index=182&type=chunk) - Total deposits increased by **$280.3 million**, with non-interest-bearing deposits growing by **$125.8 million**, driven by PPP loan proceeds and organic growth[185](index=185&type=chunk) - Other operating expenses decreased by **$1.5 million**, despite a **$2.7 million** increase in professional services and a **$1.0 million** increase in investor relations expenses, both related to the 2020 proxy contest[180](index=180&type=chunk)[181](index=181&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=53&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section incorporates market risk and interest sensitivity disclosures by reference from Item 7, Management's Discussion and Analysis - This section incorporates by reference the information from the "Market Risk and Interest Sensitivity" section in Item 7[329](index=329&type=chunk) [Financial Statements and Supplementary Data](index=53&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the Corporation's audited consolidated financial statements for 2020 and 2019, with an unqualified auditor's opinion from Baker Tilly US, LLP, highlighting critical audit matters related to loan loss allowance and goodwill impairment - The independent registered public accounting firm, Baker Tilly US, LLP, issued an **unqualified opinion** on the consolidated financial statements[331](index=331&type=chunk) - The auditor identified two Critical Audit Matters: the qualitative factor component of the Allowance for Loan Losses and the Goodwill Impairment Evaluation, both of which involve significant management judgment and estimation[336](index=336&type=chunk)[338](index=338&type=chunk) Consolidated Financial Highlights (Year-End) | Metric (in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | **Assets** | | | | Total Assets | $1,733,414 | $1,442,027 | | Net Loans | $1,149,596 | $1,037,145 | | **Liabilities & Equity** | | | | Total Deposits | $1,422,366 | $1,142,031 | | Total Shareholders' Equity | $131,047 | $125,940 | | **Operations** | | | | Net Interest Income | $48,546 | $46,391 | | Net Income | $13,841 | $13,129 | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=113&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes or disagreements with its accountants regarding accounting principles or financial disclosure - None[597](index=597&type=chunk) [Controls and Procedures](index=113&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the Corporation's disclosure controls and procedures, along with internal control over financial reporting, were effective as of December 31, 2020 - Management, including the PEO and PFO, concluded that the Corporation's disclosure controls and procedures were **effective** at a reasonable assurance level as of December 31, 2020[599](index=599&type=chunk) - Management's assessment, based on the COSO 2013 framework, concluded that the Corporation's internal control over financial reporting was **effective** as of December 31, 2020[605](index=605&type=chunk) [Other Information](index=115&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[607](index=607&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=115&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2021 Proxy Statement - The information required by this item is incorporated by reference from the Corporation's 2021 Proxy Statement[610](index=610&type=chunk) [Executive Compensation](index=115&type=section&id=Item%2011.%20Executive%20Compensation) Information on executive and director compensation is incorporated by reference from the 2021 Proxy Statement - The information required by this item is incorporated by reference from the 2021 Proxy Statement[610](index=610&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=115&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details equity compensation plans and incorporates security ownership information by reference from the 2021 Proxy Statement, with 248,059 securities available for future issuance - As of December 31, 2020, **248,059 securities** were available for future issuance under the company's shareholder-approved equity compensation plans[611](index=611&type=chunk) - Information regarding security ownership of beneficial owners and management is incorporated by reference from the 2021 Proxy Statement[613](index=613&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=116&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on certain relationships, related party transactions, and director independence is incorporated by reference from the Proxy Statement - The information required by this item is incorporated by reference from the 2019 Proxy Statement[616](index=616&type=chunk) [Principal Accountant Fees and Services](index=116&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on principal accountant fees and services is incorporated by reference from the 2021 Proxy Statement - The information required by this item is incorporated by reference from the 2021 Proxy Statement[617](index=617&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=117&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists financial statements from Item 8 and provides an index of exhibits, including corporate governance documents, material contracts, and required certifications - This section lists the financial statements filed with the report and provides an index of exhibits, including corporate governance documents, material contracts, and required certifications[620](index=620&type=chunk)[621](index=621&type=chunk)
First United (FUNC) - 2020 Q3 - Quarterly Report
2020-11-10 21:54
PART I [Item 1. Financial Statements (unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) First United Corporation's unaudited consolidated financial statements detail its financial position, operational results, and cash flow activities, reflecting COVID-19 impacts [Consolidated Statement of Financial Condition](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Condition) Total assets increased to $1.69 billion, driven by higher cash and net loans, while liabilities grew to $1.56 billion due to increased deposits Consolidated Statement of Financial Condition (in thousands) | | September 30, 2020 (Unaudited) | December 31, 2019 | | :--- | :--- | :--- | | **Total Assets** | **$1,685,907** | **$1,442,027** | | Cash and cash equivalents | $155,606 | $49,979 | | Net loans | $1,173,256 | $1,037,145 | | **Total Liabilities** | **$1,555,670** | **$1,316,087** | | Total deposits | $1,377,284 | $1,142,031 | | **Total Shareholders' Equity** | **$130,237** | **$125,940** | [Consolidated Statement of Operations](index=4&type=section&id=Consolidated%20Statement%20of%20Operations) Nine-month net income decreased to $9.3 million due to higher loan loss provisions, while third-quarter net income increased to $5.0 million from higher net gains and lower expenses Nine Months Ended September 30 (in thousands, except per share data) | Metric | 2020 (Unaudited) | 2019 | | :--- | :--- | :--- | | Net Interest Income | $36,445 | $34,469 | | Provision for loan losses | $4,981 | $669 | | Net Income | $9,285 | $10,247 | | Diluted net income per share | $1.32 | $1.44 | Three Months Ended September 30 (in thousands, except per share data) | Metric | 2020 (Unaudited) | 2019 | | :--- | :--- | :--- | | Net Interest Income | $11,902 | $11,596 | | Provision for loan losses | $160 | $(13) | | Net Income | $4,960 | $4,493 | | Diluted net income per share | $0.70 | $0.63 | [Consolidated Statement of Cash Flows](index=9&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) Cash and cash equivalents increased by $105.6 million, driven by financing activities from deposits, partially offset by cash used in investing activities for loans Cash Flow Summary for Nine Months Ended September 30 (in thousands) | Activity | 2020 (Unaudited) | 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $7,802 | $6,093 | | Net cash (used in)/provided by investing activities | $(135,944) | $14,721 | | Net cash provided by financing activities | $233,769 | $39,815 | | **Increase in cash and cash equivalents** | **$105,627** | **$60,629** | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes provide detailed disclosures on accounting policies and financial statement items, covering COVID-19 impacts, PPP, loan modifications, portfolio composition, and impairment testing - In response to the COVID-19 pandemic, the company implemented loan modification programs. As of October 30, 2020, active modifications totaled **$19.3 million** (1.8% of the total portfolio), a significant decrease from **$214.5 million** (20.6% of the portfolio) as of July 31, 2020[33](index=33&type=chunk)[34](index=34&type=chunk)[35](index=35&type=chunk) - The company participated in the Small Business Administration (SBA) Paycheck Protection Program (PPP), providing loans that are 100% guaranteed by the SBA. The company anticipates receiving approximately **$3.5 million** in deferred loan fees from this program[27](index=27&type=chunk) - Due to the economic impact of COVID-19, a quantitative goodwill impairment test was performed as of September 30, 2020. The analysis, which used income and market approaches, indicated the Corporation's fair value exceeded its carrying value by approximately **3%**, and therefore no impairment was recognized[121](index=121&type=chunk)[122](index=122&type=chunk) - The company has adopted ASU 2018-13 regarding fair value measurement disclosures and is evaluating the impact of ASU 2020-04 on reference rate reform. The implementation of the new credit loss standard (CECL) has been delayed for the company until **January 1, 2023**[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition and results, highlighting decreased nine-month earnings due to higher loan loss provisions, pandemic response, and trends in income, expenses, portfolios, liquidity, and capital [Overview of Results of Operations](index=45&type=section&id=Overview%20of%20Results%20of%20Operations) Nine-month net income decreased by 8.3% to $9.3 million, primarily due to a $4.3 million increase in loan loss provisions, despite growth in net interest income Selected Financial Ratios (Annualized) | | For the nine months ended September 30, | | :--- | :--- | :--- | | | **2020** | **2019** | | Return on Average Assets | 0.79% | 0.97% | | Return on Average Equity | 9.87% | 10.96% | - The primary driver for the decrease in nine-month earnings was a **$4.3 million** increase in the provision for loan losses, which was a direct result of the economic uncertainty related to the COVID-19 health crisis[163](index=163&type=chunk) [Response to COVID-19](index=43&type=section&id=Response%20to%20COVID-19) The company implemented its Business Continuity Plan in response to COVID-19, funding 1,174 PPP loans totaling $148.9 million and offering customer relief programs - As of September 30, 2020, the company had funded **1,174 PPP loans** for approximately **$148.9 million** and anticipates recognizing approximately **$3.5 million** in related deferred loan fees[153](index=153&type=chunk) - The company implemented several measures to support customers, including waiving certain fees, offering loan modifications and deferrals, and temporarily suspending repossession and foreclosure activities[152](index=152&type=chunk) [Financial Condition](index=54&type=section&id=Financial%20Condition) Total assets grew by $243.9 million to $1.7 billion, driven by increased loans and cash, funded by a $235.3 million surge in deposits, while the allowance for loan losses increased Loan Portfolio Composition (in thousands) | Loan Type | September 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Commercial real estate | $353,272 | $335,504 | | Acquisition and development | $127,299 | $117,890 | | Commercial and industrial | $277,723 | $122,352 | | Residential mortgage | $398,709 | $438,424 | | Consumer | $35,342 | $36,199 | | **Total Loans** | **$1,192,345** | **$1,050,369** | - The Allowance for Loan Losses (ALL) increased to **$16.2 million** at September 30, 2020, from **$12.5 million** at year-end 2019. The ratio of ALL to total loans was **1.36%** (or **1.55%** excluding PPP loans)[213](index=213&type=chunk) - Total deposits increased by **$235.3 million**, with significant growth in non-interest-bearing deposits (+$125.3 million), money market accounts (+$65.1 million), and savings accounts (+$25.5 million)[230](index=230&type=chunk) [Liquidity and Capital Resources](index=61&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with access to various credit lines and robust capital levels, remaining well-capitalized under regulatory standards Regulatory Capital Ratios | Ratio | September 30, 2020 | Required for Capital Adequacy | Required to be Well Capitalized | | :--- | :--- | :--- | :--- | | Total Capital (to risk-weighted assets) | 16.14% | 8.00% | 10.00% | | Tier 1 Capital (to risk-weighted assets) | 14.89% | 6.00% | 8.00% | | Common Equity Tier 1 Capital | 12.59% | 4.50% | 6.50% | | Tier 1 Capital (to average assets) | 10.37% | 4.00% | 5.00% | - The company has multiple sources of liquidity, including unsecured Fed Funds lines of credit, secured advances with the FHLB, the Fed Discount Window, brokered deposits, and the Federal Reserve PPPLF[236](index=236&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=65&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is interest rate fluctuation, managed through sensitivity analysis, with a simulated +100 basis point rate shock estimated to increase net interest income by $2.0 million - The company is asset sensitive, meaning its assets are expected to reprice faster than its liabilities in a changing rate environment[238](index=238&type=chunk) Estimated Change in Net Interest Income from Rate Shocks (in thousands) | Rate Change | September 30, 2020 | | :--- | :--- | | +400 basis points | $7,719 | | +200 basis points | $4,097 | | +100 basis points | $2,043 | | -100 basis points | $(1,841) | [Controls and Procedures](index=65&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2020, with no material changes in internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level as of **September 30, 2020**[257](index=257&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended **September 30, 2020**, that materially affected, or are reasonably likely to materially affect, internal controls[258](index=258&type=chunk) PART II [Legal Proceedings](index=66&type=section&id=Item%201.%20Legal%20Proceedings) The Corporation is involved in ongoing litigation with activist investor Driver Opportunity Partners I LP, concerning a countersuit alleging breach of fiduciary duty and other claims related to the 2020 proxy contest - Driver Opportunity Partners I LP filed a lawsuit against the Corporation and its directors alleging breaches of fiduciary duties, abuse of process, defamation, and other claims related to the **2020** annual meeting and proxy contest[261](index=261&type=chunk)[262](index=262&type=chunk) - The Corporation believes Driver's claims lack merit and intends to defend the lawsuit vigorously, though it anticipates incurring significant legal expenses[263](index=263&type=chunk) [Risk Factors](index=66&type=section&id=Item%201A.%20Risk%20Factors) Ongoing litigation with Driver Opportunity Partners I LP presents a new material risk, potentially leading to significant defense costs, damages, reputational harm, and adverse business impacts - The company faces a new risk of significant expenses and potential damages arising from the litigation with Driver, which could materially and adversely affect its business, results of operations, and financial condition[265](index=265&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=67&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q3 2020, the Trust Department purchased **34,096** shares of common stock at an average price of **$11.41** per share for the pension plan Issuer Purchases of Equity Securities (Q3 2020) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | July 2020 | — | — | | August 2020 | 4,031 | $11.40 | | September 2020 | 30,065 | $11.41 | | **Total** | **34,096** | **$11.41** | [Other Items (Items 3, 4, 5, 6)](index=67&type=section&id=Other%20Items) The company reported no defaults on senior securities, no mine safety disclosures, and no other material information, with Item 6 providing an exhibit index - There were no defaults upon senior securities, no mine safety disclosures, and no other information to report for the period[268](index=268&type=chunk)[269](index=269&type=chunk)[270](index=270&type=chunk)