What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-07 compared with 2024-08-07 · 283 added, 228 removed, 1204 unchanged (30% of the section changed)

3 unchanged sentences

(In thousands, except share data - Unaudited)

September 30,

Cash and due from banks

2 unchanged sentences

Investment securities – available for sale (at fair value)

Investment securities – held to maturity, net of allowance for credit losses of $ 45 at June 30, 2024 and December 31, 2023 (fair value $ 143,030 at June 30, 2024 and $ 184,415 at December 31, 2023)

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)

Restricted investment in bank stock, at cost

26 unchanged sentences

Authorized 25,000,000 shares;

issued and outstanding 6,465,601 shares at June 30, 2024 and 6,639,888 at December 31, 2023

issued and outstanding 6,468,625 shares at September 30, 2024 and 6,639,888 at December 31, 2023

Retained earnings

6 unchanged sentences

(In thousands, except per share data)

Six Months Ended

Nine Months Ended

September 30,

Interest income

14 unchanged sentences

Credit loss expense - loans

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

Credit loss expense - debt securities held to maturity

Credit loss credit - off-balance sheet credit exposures

Total credit loss expense

19 unchanged sentences

Contract labor

Total OREO expense, net

Other real estate owned expense, net

Investor relations

13 unchanged sentences

Three Months Ended

September 30,

Interest income

14 unchanged sentences

Credit loss expense - loans

Credit loss credit - off-balance sheet credit exposures

Total credit loss expense/(credit)

Credit loss expense - debt securities held to maturity

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

Total credit loss expense

Net interest income after provision for credit losses

15 unchanged sentences

Contract labor

Total other real estate owned expenses, net

Other real estate owned expense, net

Investor relations

12 unchanged sentences

(In thousands)

Six Months Ended

Nine Months Ended

September 30,

Comprehensive Income

Other comprehensive loss, net of tax and reclassification adjustments:

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

Available for sale securities:

Unrealized holding losses on investments with credit related impairment

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

Reclassification adjustment for accretable yield realized in income

Other comprehensive loss on investments with credit related impairment

Unrealized holding losses on all other AFS investments

Other comprehensive loss on all other AFS investments

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

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

Held to Maturity Securities

3 unchanged sentences

Cash flow hedges:

Unrealized holding gains on cash flow hedges

Other comprehensive income on cash flow hedges

Unrealized holding (losses)/gains on cash flow hedges

Other comprehensive (loss)/income on cash flow hedges

Pension plan liability:

Unrealized holding gains on pension plan liability

Reclassification adjustment for amortization of unrecognized loss realized in income

Other comprehensive income on pension plan liability

Unrealized holding gains/(losses) on pension plan liability

Reclassification adjustment for amortization of unrecognized losses realized in income

Other comprehensive income/(loss) on pension plan liability

SERP liability:

Unrealized holding gains on SERP liability

Reclassification adjustment for amortization of unrealized (gain)/loss realized in income

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

Other comprehensive income/(loss) on SERP liability

Other comprehensive loss before income tax

Income tax effect related to other comprehensive loss

Other comprehensive loss, net of tax

Other comprehensive income/(loss) before income tax

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

Other comprehensive income/(loss), net of tax

Comprehensive income

4 unchanged sentences

Three Months Ended

September 30,

Comprehensive Income

Other comprehensive loss, net of tax and reclassification adjustments:

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

Available for sale securities:

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

Unrealized holding gains on investments with credit related impairment

Reclassification adjustment for accretable yield realized in income

Other comprehensive (loss)/income on investments with credit related impairment

Unrealized holding losses on all other AFS investments

Other comprehensive loss on all other AFS investments

Other comprehensive income on investments with credit related impairment

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

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

Held to Maturity Securities

Unrealized holding losses on securities transferred to held to maturity

Unrealized holding gains on HTM investments

5 unchanged sentences

Pension plan liability:

Unrealized holding losses on pension plan liability

Reclassification adjustment for amortization of unrecognized loss realized in income

Other comprehensive (loss)/income on pension plan liability

Unrealized holding gains/(losses) on pension plan liability

Reclassification adjustment for amortization of unrecognized losses realized in income

Other comprehensive income/(loss) on pension plan liability

SERP liability:

Unrealized holding losses on SERP liability

Reclassification adjustment for amortization of unrealized loss realized in income

Unrealized holding gains on SERP liability

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

Other comprehensive income/(loss) on SERP liability

Other comprehensive loss before income tax

Income tax benefit related to other comprehensive income

Other comprehensive loss, net of tax

Other comprehensive income/(loss) before income tax

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

Other comprehensive income/(loss), net of tax

Comprehensive income

14 unchanged sentences

Common stock issued - 18,756 shares

Common stock repurchase - 201,800 shares

Common stock repurchased - 201,800 shares

Common stock dividend declared - $ 0.20 per share

Balance at June 30, 2024

Other comprehensive income

Stock based compensation

Common stock issued - 2,964 shares

Common stock dividend declared- $ 0.22 per share

Balance at September 30, 2024

See accompanying notes to the consolidated financial statements

First United Corporation and Subsidiaries

15 unchanged sentences

Balance at June 30, 2023

See accompanying notes to the consolidated financial statement

Other comprehensive loss

Stock based compensation

Common stock issued - 5,046 shares

Common stock repurchased - 1,298 shares

Common stock dividend declared- $ 0.20 per share

Balance at September 30, 2023

See accompanying notes to the consolidated financial statements

First United Corporation and Subsidiaries

1 unchanged sentence

(In thousands)

Six Months Ended

Nine Months Ended

September 30,

Operating activities

2 unchanged sentences

Stock based compensation

Gain on sales of other real estate owned

Gains on sales of other real estate owned

Write-downs of other real estate owned, net

8 unchanged sentences

Amortization of operating lease right of use asset

Decrease/(increase) in accrued interest receivable and other assets

Deferred tax (benefit)/expense

Increase in accrued interest receivable and other assets

Deferred tax expense/(benefit)

Operating lease liability

4 unchanged sentences

Proceeds from maturities/calls of investment securities - HTM

Purchases of investment securities - HTM

Proceeds from sales of other real estate owned

Net decrease/(increase) in restricted stock

Net increase in restricted stock

Net increase in loans

10 unchanged sentences

Net cash (used in)/provided by financing activities

(Decrease)/increase in cash and cash equivalents

Increase in cash and cash equivalents

Cash and cash equivalents at beginning of the year

10 unchanged sentences

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 six- and three-month periods ended June 30, 2024 are not necessarily indicative of the results that may be expected for the full year or for any future interim period.

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.

8 unchanged sentences

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 June 30, 2024 and through the date these consolidated financial statements were issued, for items of potential recognition or disclosure.

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

9 unchanged sentences

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.

The Corporation has identified all known LIBOR exposures, created a plan to address the exposures, and continues to communicate with all stakeholders to transition to alternative reference rates.

The Corporation had no financial instruments tied to LIBOR at June 30, 2024.

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.

20 unchanged sentences

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 June 30, 2024 or 2023.

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

Six months ended June 30,

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

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,

(in thousands, except for per share amount)

2 unchanged sentences

Restricted stock units

Three months ended June 30,

Three months ended September 30,

(in thousands, except for per share amount)

3 unchanged sentences

Note 4 – Investments

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

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)

1 unchanged sentence

Estimated Fair Value

June 30, 2024

September 30, 2024

Available for Sale:

10 unchanged sentences

Allowance for Credit Losses

June 30, 2024

September 30, 2024

Held to Maturity:

30 unchanged sentences

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 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, 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 the decline in fair value has resulted from credit losses or other factors.

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, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security.

If the present value of

cash flows expected to be collected is less than the amortized cost basis, 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.

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.

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.

2 unchanged sentences

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 available-for-sale debt securities and report accrued interest separately in other assets in the Consolidated Balance Sheets.

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.

2 unchanged sentences

The Corporation separately evaluates its HTM investment securities for any credit losses.

The Corporation pools like 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, 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 $ 45,000 as of June 30, 2024 and December 31, 2023, related to one bond in its HTM security portfolio.

The following tables show the Corporation’s investment securities with gross unrealized and unrecognized losses and fair values at June 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:

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.

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

1 unchanged sentence

(in thousands)

June 30, 2024

September 30, 2024

Available for Sale:

10 unchanged sentences

(in thousands)

June 30, 2024

September 30, 2024

Held to Maturity:

29 unchanged sentences

Total held to maturity

The amortized cost and estimated fair value of securities by contractual maturity at June 30, 2024 are shown in the following table.

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.

June 30, 2024

September 30, 2024

(in thousands)

Contractual Maturity

Available for Sale:

15 unchanged sentences

Total held to maturity

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.

Note 5 – Loans and Related Allowance for Credit Losses

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

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

(in thousands)

June 30, 2024

September 30, 2024

Individually evaluated for impairment

3 unchanged sentences

Collectively evaluated for impairment

The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and non-accrual loans at June 30, 2024 and December 31, 2023:

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)

June 30, 2024

September 30, 2024

Commercial real estate:

19 unchanged sentences

Residential mortgage - home equity

Non-accrual loans that have been subject to partial charge-offs totaled $ 1.1 million at June 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 $ 1.5 million at June 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 0.26 % at June 30, 2024 compared to 0.24 % at December 31, 2023 and 0.18 % as of June 30, 2023.

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.

12 unchanged sentences

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.

While the risk of these loans is generally confined to the construction period, if there are problems, the project may not be completed, and as such, may 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 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.

20 unchanged sentences

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 June 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:

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)

June 30, 2024

September 30, 2024

Individually evaluated

9 unchanged sentences

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 June 30, 2024 and December 31, 2023.

June 30, 2024

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)

10 unchanged sentences

Residential mortgage

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

Six months ended (in thousands)

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)

Beginning balance at January 1, 2024

2 unchanged sentences

Credit loss (credit)/expense

ACL balance at June 30, 2024

ACL balance at September 30, 2024

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

3 unchanged sentences

Credit loss (credit)/expense

ACL balance at June 30, 2023

ACL balance at September 30, 2023

Three months ended (in thousands)

ACL balance at April 1, 2024

ACL balance at July 1, 2024

Loan charge-offs

Recoveries collected

Credit loss (credit)/expense

ACL balance at June 30, 2024

ACL balance at April 1, 2023

Credit loss expense/(credit)

ACL balance at September 30, 2024

ACL balance at July 1, 2023

Loan charge-offs

1 unchanged sentence

Credit loss expense/(credit)

ACL balance at June 30, 2023

ACL balance at September 30, 2023

The Corporation’s methodology for estimating the ACL includes:

46 unchanged sentences

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.

The following tabls present loan balances by year of origination and internally assigned risk rating for our portfolio segments as of dates presented:

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)

1 unchanged sentence

Total Portfolio Loans

June 30, 2024

September 30, 2024

Commercial real estate:

85 unchanged sentences

Total Portfolio Loans

June 30, 2024

September 30, 2024

Commercial real estate:

60 unchanged sentences

Total Portfolio Loans

Loan Modfications for Borrowers Experiencing Financial Difficulty

The Company 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 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

1 unchanged sentence

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

The Company may offer various types of modifications when restructuring a loan.

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.

Additonal collateral, a co-borrower, or a guarantor is often requested.

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 Company may have the financial effect of increasing the specific allowance associated with the loan.

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.

1 unchanged sentence

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 Company evaluates the loan for possible further loss.

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 June 30, 2024 and the financial effect of loans modified to borrowers experiencing financial difficulty during the six- and three-months ended June 30, 2024:

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)

2 unchanged sentences

Weighted Average Term and Principal Payment Extension

Six months ended June 30, 2024

Nine months ended September 30, 2024

Owner-occupied commercial real estate

Commercial and industrial

(in thousands)

2 unchanged sentences

Weighted Average Term and Principal Payment Extension

Three months ended June 30, 2024

Owner-occupied commercial real estate

There were no loan modifications made to borrowers experiencing financial difficulty during the six- or three-month period ending June 30, 2023.

The Company 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.

As of June 30, 2024, the loan that was modified in the second quarter has made all contractual payments.

If a modified loan over $ 0.1 million subsequently defaults and goes on non-accrual status, the Company individually evaluates the loan when performing its CECL estimate to calculate the ACL.

Three months ended September 30, 2024

Commercial and industrial

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.

24 unchanged sentences

The fair value of investments is determined using a market approach.

As of June 30, 2024, the U.S.

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.

3 unchanged sentences

Derivative financial instruments (Cash flow hedge) – The Corporation’s open derivative positions are interest rate swap agreements.

Those classified as Level 2 open derivative positions are valued using externally developed pricing models based on observable market inputs provided by a third party and validated by management.

Those classified as Level 2 open derivative positions are valued using externally developed pricing models based on

observable market inputs provided by a third party and validated by management.

The Corporation has considered counterparty credit risk in the valuation of its interest rate swap assets.

20 unchanged sentences

These assets are included as Level 3 fair values based upon the lowest level of input that is significant to the fair value measurements.

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 June 30, 2024 and December 31, 2023 were as follows:

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 June 30, 2024 Using

at September 30, 2024 Using

Active Markets

33 unchanged sentences

Other real estate owned

Individually evaluated loans had a net carrying amount of $ 8.8 million and $ 3.0 million with no valuation allowance at June 30, 2024 or December 31, 2023.

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

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

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.

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,

Investment securities – available for sale -CDO

1 unchanged sentence

Discount Margin

Range of mid 400 to high 400

Range of high 300 to low 500

Non-recurring:

19 unchanged sentences

Revenue Multiples

Other Real Estate

Other real estate owned

Market Comparable Properties

2 unchanged sentences

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

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 six- and three-month periods ended June 30, 2024 and 2023:

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

4 unchanged sentences

Beginning balance January 1, 2024

Total losses realized/unrealized:

Included in other comprehensive loss

Ending balance June 30, 2024

Total gains realized/unrealized:

Included in other comprehensive income

Ending balance September 30, 2024

Fair Value Measurements

6 unchanged sentences

Included in other comprehensive loss

Ending balance June 30, 2023

Ending balance September 30, 2023

Fair Value Measurements

3 unchanged sentences

Available for Sale

Beginning balance April 1, 2024

Total losses realized/unrealized:

Included in other comprehensive loss

Ending balance June 30, 2024

Beginning balance July 1, 2024

Total gains realized/unrealized:

Included in other comprehensive income

Ending balance September 30, 2024

Fair Value Measurements

3 unchanged sentences

Available for Sale

Beginning balance April 1, 2023

Total losses realized/unrealized:

Beginning balance July 1, 2023

Total gains realized/unrealized:

Included in other comprehensive loss

Ending balance June 30, 2023

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 six- or three-month periods ended June 30, 2024 or 2023.

Ending balance September 30, 2023

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.

6 unchanged sentences

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:

June 30, 2024

September 30, 2024

Fair Value Measurements

36 unchanged sentences

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 June 30 2024, March 31, June 30, 2023 and March 31,2023:

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:

(in thousands)

7 unchanged sentences

Balance - June 30, 2024

Accumulated OCL, net:

Other comprehensive income/(loss)before reclassifications

Amounts reclassified from accumulated other comprehensive income

Balance - September 30, 2024

(in thousands)

Balance - January 1, 2023

5 unchanged sentences

Balance - June 30, 2023

The following tables present the components of other comprehensive loss for the six- and three-month periods ended June 30, 2024 and 2023:

Components of Other Comprehensive Loss

Other comprehensive

income/(loss) before

reclassifications

Amounts reclassified from

accumulated other

comprehensive loss

Balance - September 30, 2023

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

Components of Other Comprehensive Income

(in thousands)

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

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

Unrealized holding losses

Unrealized holding gains

accretable yield recognized in income

Net unrealized losses on investments with credit related impairment

Net unrealized loss on investments with credit related impairment

Available for sale securities – all other:

Unrealized holding losses

Unrealized holding gains

Held to maturity securities:

3 unchanged sentences

Cash flow hedges:

Unrealized holding gains

Unrealized holding losses

Pension Plan:

Unrealized net actuarial gain

amortization of unrecognized loss

Unrealized net actuarial gains

amortization of unrecognized losses

Net pension plan liability adjustment

Unrealized net actuarial gain

amortization of unrecognized loss

amortization of unrecognized losses

Net SERP liability adjustment

Other comprehensive loss

Components of Other Comprehensive Income

Other comprehensive income

Components of Other Comprehensive Loss

(in thousands)

For the six months ended June 30, 2023

For the nine months ended September 30, 2023

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

9 unchanged sentences

Cash flow hedges:

Unrealized holding gain

Unrealized holding gains

Pension Plan:

Unrealized net actuarial gain

amortization of unrecognized loss

Unrealized net actuarial losses

amortization of unrecognized losses

Net pension plan liability adjustment

Unrealized net actuarial gain

amortization of unrecognized gain

Unrealized net actuarial gains

amortization of unrecognized gains

Net SERP liability adjustment

Other comprehensive loss

Components of Other Comprehensive Loss

Components of Other Comprehensive Income

(in thousands)

For the three months ended June 30, 2024

For the three months ended September 30, 2024

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

Unrealized holding losses

Unrealized holding gains

accretable yield recognized in income

1 unchanged sentence

Available for sale securities – all other:

Unrealized holding losses

Unrealized holding gains

Held to maturity securities:

5 unchanged sentences

Pension Plan:

Unrealized net actuarial loss

Unrealized net actuarial gains

amortization of unrecognized loss

1 unchanged sentence

Unrealized net actuarial loss

amortization of unrecognized loss

amortization of unrecognized losses

Net SERP liability adjustment

Other comprehensive loss

Other comprehensive income

Components of Other Comprehensive Loss

(in thousands)

For the three months ended June 30, 2023

For the three months ended September 30, 2023

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

15 unchanged sentences

Unrealized net actuarial loss

amortization of unrecognized loss

amortization of unrecognized gains

Net SERP liability adjustment

Other comprehensive loss

The following table presents the details of amounts reclassified from accumulated other comprehensive loss for the six- and three-month periods ended June 30, 2024 and 2023:

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

Six Months Ended

Accumulated Other Comprehensive Loss

Nine Months Ended

Accumulated Other Comprehensive Income/(Loss)

September 30,

Affected Line Item in the Statement

4 unchanged sentences

Interest income on taxable investment securities

Provision for income tax expense

Credit for income tax expense

Net unrealized losses on held to maturity securities:

2 unchanged sentences

Net pension plan liability adjustment:

Amortization of unrecognized loss

Amortization of unrecognized losses

Other Expense

1 unchanged sentence

Net SERP liability adjustment:

Amortization of unrecognized (loss)/gain

Amortization of unrecognized (losses)/gains

Other Expense

Provision for income tax expense

Provision/(credit) for income tax expense

Total reclassifications for the period

1 unchanged sentence

Three Months Ended

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Income/(Loss)

September 30,

Affected Line Item in the Statement

4 unchanged sentences

Interest income on taxable investment securities

Provision for income tax expense

Credit for income tax expense

Net unrealized losses on held to maturity securities:

2 unchanged sentences

Net pension plan liability adjustment:

Amortization of unrecognized loss

Amortization of unrecognized losses

Other expense

1 unchanged sentence

Net SERP liability adjustment:

Amortization of unrecognized loss

Amortization of unrecognized (losses)/gains

Other expense

Provision for income tax expense

Provision/(credit) for income tax expense

Total reclassifications for the period

9 unchanged sentences

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 $ 134,964 and $ 138,001 for the six-month periods ending June 30, 2024 and 2023, respectively.

Director stock compensation expense was $ 73,027 and $ 62,500 for the three-month periods ended June 30, 2024 and 2023, respectively.

Employee stock compensation expense was $ 5,757 and $ 7,104 for the six-month periods ended June 30, 2024 and 2023, respectively.

Employee stock compensation expense was $ 699 and $ 4,272 for the three-month periods ended June 30, 2024 and 2023, respectively.

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.

Restricted Stock Units

12 unchanged sentences

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 beginning on May 5, 2022.

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.

1 unchanged sentence

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 $ 33,142 for the six-month periods ended June 30, 2024 and 2023, respectively.

Stock compensation expense was $ 1,841 and $ 16,571 for the three-month periods ended June 30, 2024 and 2023, respectively.

All compensation expense related to the 2021 LTIP plans was recognized as of June 30, 2024.

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 beginning on March 9, 2023.

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.

Stock compensation expense was $ 55,290 for each of the six-month periods ended June 30, 2024 and 2023.

Stock compensation expense was $ 26,145 for both of the three-month periods ended June 30, 2024 and 2023.

Unrecognized compensation expense as of June 30, 2024 related to unvested RSUs was $ 78,436 .

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 beginning on March 15, 2024.

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 $ 55,170 and $ 27,585 for the six-month periods ended June 30, 2024 and 2023, respectively.

Stock compensation expense was $ 27,585 for both of the three-month periods ended June 30, 2024 and 2023.

Unrecognized compensation expense as of June 30, 2024 related to unvested RSUs was $ 193,094 .

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 .

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 ended December 31, 2026.

The time-vesting RSUs will vest ratably over a three year period beginning on May 20, 2025.

Stock compensation expense was $ 9,438 for the six- and

three-month periods ended June 30, 2024.

Unrecognized compensation expense as of June 30, 2024 related to unvested RSUs was $ 330,330 .

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

3 unchanged sentences

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 June 30, 2024, $ 15.0 million notional amount remains.

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 $ 0.8 million at June 30, 2024 and December 31, 2023.

For the six- and three-month periods ended June 30, 2024, the Corporation recorded an increase in the value of the derivatives of $ 4,000 and the related deferred tax of $ 1 thousand and a decrease of $ 69,000 and the related deferred tax benefit of $ 18,000 , respectively, in net accumulated other comprehensive loss to reflect the effective portion of cash flow hedges.

This compares to an increase of $ 16,000 and the related deferred tax of $ 4,000 and an increase of $ 204,000 and related deferred tax of $ 54,000 for the six- and three-months ended June 30, 2023, respectively.

ASC Subtopic 815-30 requires the net accumulated other comprehensive loss to be reclassified to earnings if the hedge becomes ineffective or is terminated.

There was no hedge ineffectiveness recorded for any of the the six-month periods or three-month periods ended June 30, 2024 or 2023.

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 June 30, 2024.

The table below discloses the impact of derivative financial instruments on the Corporation’s Consolidated Financial Statements for the six- and three-month periods ended June 30, 2024 and 2023.

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

15 unchanged sentences

Interest rate contracts:

Six months ended:

June 30, 2024

June 30, 2023

Nine months ended:

September 30, 2024

September 30, 2023

Three months ended:

June 30, 2024

June 30, 2023

September 30, 2024

September 30, 2023

(a) Reported as interest expense

1 unchanged sentence

Note 10 – Regulatory Capital Requirements

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

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

September 30,

Total Capital (to risk-weighted assets)

2 unchanged sentences

Tier 1 Capital (to average assets)

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

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 June 30, 2024 and December 31, 2023.

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

(in thousands)

June 30, 2024

September 30, 2024

December 31, 2023

1 unchanged sentence

Interest-bearing deposits:

Money market-retail

Money market- brokered

Savings deposits

3 unchanged sentences

Note 12 – Borrowed Funds

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

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

(in thousands)

September 30,

Short-term borrowings:

5 unchanged sentences

Approximate weighted average rate during the period

Bank Term Funding Program, fixed rate of 4.87 % at June 30, 2024

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

Long-term borrowings:

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

Junior subordinated debt, bearing variable interest rate of 8.35 % at June 30, 2024 and 8.39 % at December 31, 2023

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.

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

Total borrowings outstanding

Short-term borrowings increased by $ 17.1 million, as the Bank borrowed $ 40.0 million from the Bank Term Funding Program of the Board of Governors of the Federal Reserve System in January 2024, which was partially offset by a decrease of approximately $ 22.0 million in other short-term borrowings to the ICS deposit product as a result of management’s strategy to release pledging of investment securities for municipalities to increase available liquidity.

At June 30, 2024, the repurchase agreements were secured by $ 34.2 million in investment securities issued by government related agencies.

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 decreased by $ 40.0 million as a $ 40.0 million advance from the Federal Home Loan Bank matured in March 2024 and was fully repaid.

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)

Floating Rate

Total long-term debt

Note 13 – Segment Reporting

9 unchanged sentences

Expenses include personnel, occupancy, marketing, equipment, and other expenses.

Non-cash charges other than depreciation of fixed assets were immaterial for the six- and three-month periods ended June 30, 2024 and 2023.

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 :

2 unchanged sentences

Expenses include personnel, occupancy, marketing, equipment, and other expenses.

Non-cash charges associated with amortization of intangibles were approximately $ 104,000 for both of the six-month periods ended June 30, 2024 and 2023 and $ 52,000 for both of the three-month periods ended June 30, 2024 and 2023.

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

Six Months Ended

June 30, 2024

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.

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,

(in thousands)

8 unchanged sentences

Income tax expense

Six Months Ended

June 30, 2023

Nine Months Ended

September 30, 2023

(in thousands)

9 unchanged sentences

Three Months Ended

June 30, 2024

September 30,

(in thousands)

9 unchanged sentences

Three Months Ended

June 30, 2023

September 30, 2023

(in thousands)

8 unchanged sentences

Income tax expense

Total non-fiduciary assets of the trust and investment services segment were $ 0.7 million (including $ 0.6 million in intangible assets) at both June 30, 2024 and December 31, 2023.

All other assets (including goodwill of $ 11.0 million at June 30, 2024 and December 31, 2023 and other intangible assets of $ 0.4 million and $ 0.5 million at June 30, 2024 and December 31, 2023, respectively) were held by the community banking segment.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements