f10q0310_firstunited.htm
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
 
T           QUARTERLY REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended March 31, 2010

£           TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _______________ to ________________

Commission file number 0-14237
 
First United Corporation
(Exact name of registrant as specified in its charter)
 
Maryland    52-1380770
(State or other jurisdiction of  
incorporation or organization)
  (I. R. S. Employer Identification No.)
 
19 South Second Street, Oakland, Maryland    21550-0009
(Address of principal executive offices)     (Zip Code)
 
 (800) 470-4356
 (Registrant's telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes R  No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes £ No £ (Not Applicable)

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

Large accelerated filer £                                                                                                           Accelerated filer R
Non-accelerated filer £ (Do not check if a smaller reporting company)                           Smaller reporting company £

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  6,143,947 shares of common stock, par value $.01 per share, as of April 30, 2010.
 
 
 
 
 

 

 
INDEX TO QUARTERLY REPORT
FIRST UNITED CORPORATION

 
   
PART I.  FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements (unaudited)
3
     
 
Consolidated Statements of Financial Condition –March 31, 2010 and December 31, 2009
3
     
 
Consolidated Statements of Operations - for the three months ended March 31, 2010 and 2009
4
     
 
Consolidated Statements of Changes in Shareholders’ Equity - for the three months ended March 31, 2010 and year ended December 31, 2009
5
     
 
Consolidated Statements of Cash Flows - for the three months ended March 31, 2010 and 2009
6
     
 
Notes to Consolidated Financial Statements
7
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
24
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
36
     
Item 4.
Controls and Procedures
36
     
PART II. OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
37
     
Item 1A.
Risk Factors
37
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
37
     
Item 3.
Defaults Upon Senior Securities
37
     
Item 4.
[Removed and Reserved]
37
     
Item 5.
Other Information
37
     
Item 6.
Exhibits
37
     
SIGNATURES
38
   
EXHIBIT INDEX
39
   

 
 
 
2

 

 
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

FIRST UNITED CORPORATION
Consolidated Statements of Financial Condition
(In thousands, except per share and percentage data)
 
 
   
March 31,
2010
   
December 31, 
2009
 
   
(Unaudited)
 
Assets
     
Cash and due from banks
  $ 199,596     $ 139,169  
Interest bearing deposits in banks
    49,278       50,502  
Cash and cash equivalents     248,874       189,671  
Investment securities - available-for-sale (at fair value)
    158,862       273,784  
Investment securities – trading (at fair value)
    117,078       -  
    Total investment securities
    275,940       273,784  
Restricted Investments in Bank stock, at cost
    13,861       13,861  
Loans
    1,100,571       1,121,884  
Allowance for loan losses
    (21,886 )     (20,090 )
    Net loans
    1,078,685       1,101,794  
Premises and equipment, net     31,230       31,719  
 Goodwill and other intangible assets, net     15,221       15,241  
 Bank owned life insurance     29,636       29,386  
Deferred tax assets
    27,104       29,189  
Accrued interest receivable and other assets
    63,715       59,151  
 
               
Total Assets
  $ 1,784,266     $ 1,743,796  
                 
Liabilities and Shareholders' Equity
               
Liabilities:
               
    Non-interest bearing deposits
  $ 113,234     $ 106,976  
    Interest bearing deposits
    1,243,930       1,197,190  
         Total deposits
    1,357,164       1,304,166  
    Short-term borrowings
    41,748       47,563  
    Long-term borrowings
    263,890       270,544  
    Accrued interest payable and other liabilities
    20,800       20,342  
    Dividends payable
    63       615  
Total Liabilities
    1,683,665       1,643,230  
                 
Shareholders' Equity:
               
    Preferred stock --no par value;
               
  Authorized 2,000 shares of which 30 shares of Series A,                
  $1,000 per share  liquidation preference, 5% cumulative                
  increasing to 9% cumulative on February 15, 2014, were                
  issued and outstanding on March 31, 2010 and December                
  31, 2009 (discount of $246 and $261, respectively)
    29,754       29,739  
    Common Stock – par value $.01 per share;
               
  Authorized 25,000 shares; issued and outstanding                
        6,144 shares at March 31, 2010 and  December 31, 2009
    61       61  
    Surplus
    21,338       21,305  
    Retained earnings
    70,557       76,120  
    Accumulated other comprehensive loss
    (21,109 )     (26,659 )
Total Shareholders' Equity
    100,601       100,566  
                 
Total Liabilities and Shareholders' Equity
  $ 1,784,266     $ 1,743,796  
 
See accompanying notes to the consolidated financial statements.
 
 
3

 
 
 
FIRST UNITED CORPORATION
Consolidated Statements of Operations
(In thousands, except per share data)
 
   
Three Months Ended
March 31,
 
   
2010
   
2009
 
 
 
(Unaudited)
 
Interest income
           
Interest and fees on loans
  $ 15,854     $ 17,573  
Interest on investment securities:
               
        Taxable
    2,643       3,859  
        Exempt from federal income tax
    932       957  
       Total investment income
    3,575       4,816  
Other
    92       (16 )
Total interest income
    19,521       22,373  
Interest expense
               
Interest on deposits
    4,615       5,549  
Interest on short-term borrowings
    66       75  
Interest on long-term borrowings
    2,847       2,923  
       Total interest expense
    7,528       8,547  
Net interest income
    11,993       13,826  
Provision for loan losses
    3,555       2,049  
  Net interest income after provision for                
    loan losses
     8,438        11,777  
Other operating income
               
Service charges
    1,118       1,315  
Trust department     986       830  
Total other-than-temporary security impairment losses     (11,217 )     (3,342 )
Less: Portion of loss recognized in other                
comprehensive income (before taxes)
    3,703       2,592  
Net securities impairment losses recognized in earnings
    (7,514 )     (750 )
Net gains (losses) – trading securities
    1       (367 )
Net (losses) gains – available-for-sale securities
    (1,992 )     42  
Insurance commissions     623       723  
Debit card income     363       325  
Bank owned life insurance
    250       137  
Other
    243       335  
        Total other operating income
    (5,922 )     2,590  
Other operating expenses
               
Salaries and employee benefits     5,596       5,899  
FDIC Premiums     876       237  
Equipment     830       805  
Occupancy
    736       710  
 Data processing
    749       536  
 Other
    2,455       2,799  
         Total other operating expenses
    11,242       10,986  
 (Loss)/Income before income taxes
    (8,726 )     3,381  
 Applicable income tax (benefit) expense
    (3,615 )     1,002  
Net (Loss)/Income
    (5,111 )     2,379  
     Preferred stock dividends and discount accretion
    (390 )     (259 )
Net (Loss) Attributable to/Income Available to                
Common Shareholders
  $ (5,501 )   $ 2,120  
Basic net (loss)/income per common share   $ (.90 )   $ .35  
Diluted net (loss)/income per common share
  $ (.90 )   $ .35  
Dividends declared per common share
  $ .01     $ .20  
 Weighted average number of  common shares outstanding     6,144       6,101  
Weighted average number of diluted shares outstanding
    6,144       6,119  
 
See accompanying notes to the consolidated financial statements.
 
 
 
 
4

 

 
FIRSTUNITED CORPORATION
Consolidated Statements of Changes in Shareholders’ Equity
(Dollars in thousands, except per share data)
 
   
 
 
 
Preferred Stock
   
 
 
 
Common Stock
   
 
 
 
 
Surplus
   
 
 
 
Retained Earnings
   
Accumulated
 Other Comprehensive Loss
   
Total Shareholders’ Equity
 
Balance at January 1, 2009
  $ -     $ 61     $ 20,520     $ 93,092     $ (40,983 )   $ 72,690  
                                                 
Comprehensive income:
                                               
   Net loss for the year
                            (11,324 )             (11,324 )
   Unrealized gain on securities
        available-for- sale, net of
        reclassifications and income
        taxes of $8,407
                                        12,422           12,422  
   Change in accumulated unrealized
        losses for pension and SERP
        obligations, net of income
        taxes of $1,311
                                        1,938           1,938  
Unrealized loss on derivatives, net of
        income taxes of $24
         Comprehensive income
                                    (36 )     (36 )    
                                              3,000  
Issuance of 43,680 shares of
       common stock under dividend
       reinvestment plan
                      488                         488  
Stock based compensation
                    (16 )                     (16 )
 
Preferred stock issued pursuant to TARP-
       30,000 shares
    29,687                                       29,687  
Preferred stock discount accretion     52                       (52             -  
Warrant issued pursuant to TARP                     313                       313  
Preferred stock dividends
                            (1,186 )             (1,186 )
Common stock dividends declared - $.70
         per share
                            (4,410 )             (4,410 )
                                                 
Balance at December 31, 2009
  $ 29,739     $ 61     $ 21,305     $ 76,120     $ (26,659 )   $ 100,566  
                                                 
Comprehensive income:
                                               
   Net loss for the quarter
                            (5,111 )             (5,111 )
   Unrealized gain on securities available-
        for-sale, net of reclassifications and
        income taxes of $3,866
                                      5,713         5,713  
   Unrealized loss on derivatives,
                                               
        net of income taxes of $111
                                    (163 )     (163 )
              Comprehensive income
                                            439  
Stock based compensation
                    33                       33  
Preferred stock discount accretion
    15                       (15 )             -  
Preferred stock dividends
                            (375 )             (375 )
Common stock dividends declared - $.01
         per share
                            (62 )             (62 )
                                                 
Balance at March 31, 2010
  $ 29,754     $ 61     $ 21,338     $ 70,557     $ (21,109 )   $ 100,601  

See accompanying notes to the consolidated financial statements.
 
 
5

 
 
 
FIRST UNITED CORPORATION
Consolidated Statements of Cash Flows
(In thousands)
   
Three Months Ended
March 31,
 
 
 
2010
   
2009
 
Operating activities
 
(Unaudited)
 
Net (loss)/income
  $ (5,111 )   $ 2,379  
Adjustments to reconcile net (loss) income to net
               
    cash provided by operating activities:
               
        Provision for loan losses
    3,555       2,049  
        Depreciation
    649       677  
        Stock compensation
    33       49  
        Amortization of intangible assets
    209       209  
        Loss on sales of foreclosed real estate
    97       78  
        Net amortization of investment securities discounts and premiums
    40       32  
        Other-than-temporary-impairment loss on securities
    7,514       750  
        Proceeds from sales of investment securities trading
    1       -  
        (Gain)/loss on trading securities
    (1 )     367  
        Loss/(gain) on investment securities- available for sale
    1,992       (42 )
        (Increase)/decrease in accrued interest receivable and other Assets
    (2,426 )     1,853  
        Deferred tax benefit
    (1,670 )     (49 )
        Increase/(decrease) in accrued interest payable andother liabilities
    518       (230 )
        Earnings on bank owned life insurance
    (250 )     (137 )
        Net cash provided by operating activities
    5,150       7,985  
                 
Investing activities
               
Proceeds from maturities of investment securities available-for-sale
    29,356       31,018  
Proceeds from sales of investment securities available-for-sale
    2,268       18,891  
Purchases of investment securities available-for-sale
    (33,748 )     (42,789 )
Proceeds from sales of foreclosed real estate
    362       264  
Net decrease in loans
    16,435       8,229  
Net decrease in FHLB stock
    -       70  
Purchases of premises and equipment
    (160 )     (844 )
Net cash provided by investing activities
    14,513       14,839  
                 
Financing activities                
Net increase in deposits
    52,998       626  
Net decrease in short-term borrowings     (5,815 )     (8,165 )
Proceeds from long-term borrowings     3,609       -  
Payments on long-term borrowings     (10,263 )     (263 )
Proceeds from issuance of preferred stock and warrants
     -       30,000  
Cash dividends paid on common stock     (614 )     (1,221 )
Proceeds from issuance of common stock
    -       125  
Preferred stock dividends paid
    (375 )     -  
Net cash provided by financing activities
    39,540       21,102  
Increase in cash and cash equivalents
    59,203       43,926  
   Cash and cash equivalents at beginning of the year
    189,671       19,305  
Cash and cash equivalents at end of period
  $ 248,874     $ 62,231  
                 
Supplemental information
               
Interest paid
  $ 7,896     $ 9,453  
Non-cash investing activities:
               
  Transfers from loans to foreclosed real estate   $ 3,119     $ 431  
  Transfers from available-for-sale securities to trading
  $ 117,078        -  

See accompanying notes to the consolidated financial statements.
 
 
6

 
 
 
FIRST UNITED CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE QUARTER ENDED MARCH 31, 2010

Note A – Basis of Presentation

The accompanying unaudited consolidated financial statements of First United Corporation and its consolidated subsidiaries (the “Corporation”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, as required by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 270, Interim Reporting, and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all the information and footnotes required for annual financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation, consisting of normal recurring items, have been included.  Operating results for the three-month period ended March 31, 2010 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, 2009.  For purposes of comparability, certain prior period amounts have been reclassified to conform to the 2010 presentation.  Such reclassifications had no impact on net income/(loss) or equity.

The Corporation has evaluated events and transactions occurring subsequent to the statement of financial condition date of March 31, 2010 for items that should potentially be recognized or disclosed in these financial statements as prescribed by ASC Topic 855, Subsequent Events.

Note B – Earnings per Common Share

Basic earnings/(loss) per common share is derived by dividing net income/(loss) available to common shareholders by the weighted-average number of common shares outstanding during the period and does not include the effect of any potentially dilutive common stock equivalents.  Diluted earnings/(loss) per share is derived by dividing net income/(loss) available to common shareholders by the weighted-average number of shares outstanding, adjusted for the dilutive effect of outstanding common stock equivalents.  There is no dilutive effect on the earnings/(loss) per share during loss periods.

The following table sets forth the calculation of basic and diluted earnings per common share for the three-month periods ended March 31, 2010 and 2009 (in thousands, except for per share amounts):
                                             
     For the three months ended   
     March 31,  2010         March 31,  2009  
   
 
Income
   
Average Shares
   
Per
Share Amount
   
 
Income
   
Average Shares
   
Per Share Amount
 
Basic Earnings Per Share:
                                   
Net (loss)/income
  $ (5,111 )               $ 2,379              
Accumulated preferred stock dividends
    (375 )                 (250 )            
Discount accretion on preferred stock
    (15 )                 (9 )            
Net (loss) attributable to/income available
     to common shareholders
  $ (5,501 )     6,144     $ (.90 )   $ 2,120       6,101     $ .35  
                                                 
Diluted Earnings Per Share:
                                               
Net (loss) attributable to/income available
     to common shareholders
  $ (5,501 )     6,144     $ (.90 )   $ 2,120       6,101     $ .35  
Non-vested employee stock award
                                    18          
Diluted net (loss) attributable to/income
     available to common shareholders
  $ (5,501 )     6,144     $ (.90 )   $ 2,120       6,119     $ .35  
 
 
 
7

 

 
Note C – Investments

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

During the quarter ended March 31, 2010, the Corporation embarked on a restructuring of its available-for-sale investment portfolio with goals of reducing sensitivity to future increases in interest rates and reducing future negative credit exposure.  As part of this restructuring, six securities totaling $20.0 million from the available-for-sale collateralized mortgage obligation portfolio were transferred to the trading portfolio, and previously unrealized losses of $5.1 million were recognized in earnings at the time of transfer.  Further, 18 securities totaling $89.5 million from the available-for-sale U.S. government agency and residential mortgage-backed agency portfolios and 16 securities totaling $7.5 million from the available-for-sale municipal security portfolio were transferred to the trading portfolio, and previously unrealized gains of $2.9 million were recognized in earnings at the time of transfer.
 
The following table shows a comparison of amortized cost and fair values of investment securities available-for-sale at March 31, 2010 and December 31, 2009 (in thousands):
 
   
Amortized
Cost
   
Gross
Unrealized Gains
   
Gross
Unrealized
Losses
   
Fair
 Value
   
OTTI in AOCI
 
March 31, 2010
                             
U.S. government agencies
  $ 22,222     $ 154     $ 16     $ 22,360     $ -  
Residential mortgage-backed agencies
    23,587       1,429       2       25,014       -  
Collateralized mortgage obligations
    13,764       -       941       12,823       -  
Obligations of states and political subdivisions
    87,740       2,571       367       89,944       -  
Collateralized debt obligations
    36,790       -        28,069       8,721       19,404  
                                         
Totals
  $ 184,103     $ 4,154     $ 29,395     $ 158,862     $ 19,404  
December 31, 2009
                                       
U.S. government agencies
  $ 68,487     $ 274     $ 498     $ 68,263     $ -  
Residential mortgage-backed agencies
    59,640       2,946       13       62,573       -  
Collateralized mortgage obligations
    40,809       -       7,612       33,197       1,574  
Obligations of states and political subdivisions
    95,190       2,501       388       97,303       -  
Collateralized debt obligations
    44,478       -        32,030       12,448       14,127  
                                         
Totals
  $ 308,604     $ 5,721     $ 40,541     $ 273,784     $ 15,701  

The following table summarizes the activity from sales and transfers of securities for the quarters ended March 31, 2010 and 2009 (in thousands):
 
   
March 31, 2010
   
March 31, 2009
 
Sales of available-for –sale securities:
           
     Proceeds
  $ 2,268     $ 18,891  
                 
     Realized gains
  $ 262     $ 42  
     Realized losses
    -       -  
Transfers of available-for-sale securities to trading:
               
     Gains recognized in earnings
    2,852       -  
     Losses recognized in earnings
    ( 5,106 )     ---  
           Net gain (loss) recognized on available-for sale securities
    ( 1,992 )     42  
                 
Trading securities:
               
     Gross gains on sales
    1       -  
     Gross losses on sales
    -       -  
           Net gain recognized on sales
    1       -  
     Unrealized loss recognized on trading securities still held
    -       (367 )
           Net gain (loss) on trading securities
     1       (367 )
Net loss on securities activities
  $ (1,991 )   $ (325 )
                 


 
8

 

Gains and losses on the sale of securities are recorded using the specific identification method.
 
The following table shows the Corporation’s available-for-sale securities with gross unrealized losses and fair values, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2010 and December 31, 2009 (in thousands):
 
   
March 31, 2010
 
   
Less than 12 months
   
12 months or more
 
   
Fair
Value
   
Unrealized Losses
   
Fair
Value
   
Unrealized
Losses
 
                         
U.S. government agencies
  $ 5,003     $ 16     $ -     $ -  
Residential mortgage-backed agencies
    475       2       -       -  
Collateralized mortgage obligations
    -       -       12,823       941  
Obligations of states and political subdivisions
    10,881       112       8,085       255  
Collateralized debt obligations
    -        -       8,721       28,069  
    $ 16,359     $ 130     $ 29,629     $ 29,265  
 
   
 
December 31, 2009
 
   
Less than 12 months
   
12 months or more
 
   
Fair
Value
   
Unrealized Losses
   
Fair
Value
   
Unrealized
Losses
 
                         
U.S. government agencies   $ 36,090     $ 371     $ 14,873     $ 127  
Residential mortgage-backed agencies
    589       13        -       -  
Collateralized mortgage obligations
    -       -       33,197       7,612  
Obligations of states and political subdivisions
    12,154       123       8,075       265  
Collateralized debt obligations
    -       -       12,448       32,030  
    $ 48,833     $ 507     $ 68,593     $ 40,034  
 
Management systematically evaluates securities for impairment on a quarterly basis.  Management assesses whether (a) it has the intent to sell a security being evaluated and (b) it is more likely than not that the Corporation will be required to sell the security prior to its anticipated recovery.  If neither applies, then declines in the fair values of securities below their cost that are considered other-than-temporary declines are split into two components.  The first is the loss attributable to declining credit quality.  Credit losses are recognized in earnings as realized losses in the period in which the impairment determination is made.  The second component consists of all other losses, which are recognized in other comprehensive loss.  In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) adverse conditions specifically related to the security, an industry, or a geographic area, (3) the historic and implied volatility of the fair value of the security, (4) changes in the rating of the security by a rating agency, (5) recoveries or additional declines in fair value subsequent to the balance sheet date, (6) failure of the issuer of the security to make scheduled interest or principal payments, and (7) the payment structure of the debt security and the likelihood of the issuer being able to make payments that increase in the future.  Management also monitors cash flow projections for securities that are considered beneficial interests under the guidance of ASC Subtopic 325-40, Investments – Other – Beneficial Interests in Securitized Financial Assets, (ASC Section 325-40-35).

Management believes that the valuation of certain securities is a critical accounting policy that requires significant estimates in preparation of its consolidated financial statements.  Beginning in the first quarter of 2010, management utilized an independent third party to prepare both the impairment valuations and fair value determinations for its collateralized debt obligation portfolio consisting of pooled trust preferred securities. In previous periods management performed internal impairment valuations and utilized a third party service for the portfolio pricing.  Management will continue to review the assumptions and results and does not believe that there were any material differences in the valuations between December 31, 2009 and March 31, 2010.
 
 
 
9

 

 
U.S. Government Agencies – One security has been in a small unrealized loss position for one month.  This unrealized loss is attributable to movement in interest rates compared to the premium paid at the time of purchase for call features associated with the security.   The security is of the highest investment grade and the Corporation does not intend to sell this investment and it is not more likely than not that the Corporation will be required to sell it before recovery of its amortized cost basis, which may be at maturity.  Therefore, no other-than-temporary impairment exists at March 31, 2010.

Residential Mortgage-Backed Agencies - Two residential mortgage-backed agencies have been in a small unrealized loss position for less than 12 months at March 31, 2010.  The securities are of the highest investment grade and the Corporation does not intend to sell them and it is not more likely than not that the Corporation will be required to sell them before recovery of their amortized cost bases, which may be at maturity. Therefore, no other-than-temporary impairment exists at March 31, 2010.

Collateralized Mortgage Obligations – The collateralized mortgage obligation portfolio, consisting of three securities at March 31, 2010, has been in an unrealized loss position for 12 months or more.  These securities are private label residential mortgage-backed securities and are reviewed for factors such as loan to value ratio, credit support levels, borrower FICO scores, geographic concentration, prepayment speeds, delinquencies, coverage ratios and credit ratings.  Management believes that each security continues to demonstrate collateral coverage ratios that are adequate to support the Corporation’s investment.  At the time of purchase, these securities were of the highest investment grade and were purchased all of these securities at a discount relative to their face amounts.  As of March 31, 2010, two remain at investment grade and one has been downgraded to one level below investment grade. All of these securities continue to perform as expected at the time of purchase.  The Corporation does not intend to sell these investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity.  Accordingly, management does not consider these investments to be other-than-temporarily impaired at March 31, 2010.

Obligations of State and Political Subdivisions – The unrealized losses on the Corporation’s investments in state and political subdivisions were in an unrealized loss position of $367,000 at March 31, 2010.  Ten securities have had a fair value less than amortized cost for over 12 months and 17 securities have been in an unrealized loss position for less than 12 months.  All of these investments are of investment grade as determined by the major rating agencies.  Management believes that this portfolio is well-diversified throughout the United States, and all bonds continue to perform according to their contractual terms.  The Corporation does not intend to sell these investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity.  Accordingly, management does not consider these investments to be other-than-temporarily impaired at March 31, 2010.

Collateralized Debt Obligations - The $28.1 million in unrealized losses greater than 12 months at March 31, 2010 relates to 18 pooled trust preferred securities that comprise the collateralized debt obligation (“CDO”)  portfolio.  See Note F for a discussion of the methodology used by management to determine the fair values of these securities.  Based upon a review of credit quality and the cash flow tests performed by the independent third party, management determined that there were six securities that had credit-related other-than temporary impairment (“OTTI”) for the first time during the quarter, while six other securities had add additional credit-related OTTI during the quarter and one security with previously recorded OTTI had no further impairment.  As a result of this assessment, the Corporation recorded a $7.5 million credit-related OTTI loss on these securities as of March 31, 2010.  The unrealized losses on the remaining five securities in the portfolio are primarily attributable to continued depression in market interest rates, marketability, liquidity and the current economic environment.
 
The following table presents a cumulative roll-forward of the amount of other-than-temporary impairment (“OTTI”) related to credit losses which have been recognized in earnings for debt securities held and not intended to be sold (in thousands):
 
 
 
10

 
 
   
March 31, 2010
   
March 31, 2009
 
Balance of credit-related OTTI at beginning of period
  $ 10,765     $ 2,724  
Additions for credit-related OTTI not previously recognized
    1,402       750  
Additional increases for credit-related OTTI previously
               
       recognized when there is no intent to sell and no
               
       requirement to sell before recovery of amortized cost basis
    6,112       -  
Decreases for previously recognized credit-related OTTI
               
       because there is current intent to sell
    (4,369 )     (2,724 )
                 
Balance of credit-related OTTI at end of period
  $ 13,910     $ 750  

The amortized cost and estimated fair value of available-for-sale securities by contractual maturity at March 31, 2010 are shown in the following table (in thousands).  Actual maturities will differ from contractual maturities because the issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.
 
   
March 31, 2010
   
December 31, 2009
 
 
Contractual Maturity
 
Amortized
Cost
   
Fair
Value
   
Amortized
Cost
   
Fair
Value
 
Due in one year or less
  $ -     $ -     $ -     $ -  
Due after one year through five years
    7,699       8,188       14,095       14,294  
Due after five years through ten years
    19,284       19,645       26,687       27,367  
Due after ten years
    119,769       93,192       167,373       136,353  
      146,752       121,025       208,155       178,014  
Residential mortgage-backed agencies
    23,587       25,014       59,640       62,573  
Collateralized mortgage obligations
    13,764       12,823       40,809       33,197  
    $ 184,103     $ 158,862     $ 308,604     $ 273,784  
 
Note D – Cash and Cash Equivalents

Cash and due from banks, which represents vault cash in the retail offices and invested cash balances at the Federal Reserve, is carried at fair value.

   
March 31,
2010
   
December 31, 2009
 
             
Cash and due from banks, weighted average interest rate of .10% (at March 31, 2010)
  $ 199,596     $ 139,169  

Interest bearing deposits in banks, which represent funds invested at a correspondent bank, are carried at fair value and, as of March 31, 2010 and December 31, 2009, consisted of daily funds invested at the Federal Home Loan Bank (“FHLB”) of Atlanta and First Tennessee Bank (“FTN”).

   
March 31,
2010
   
December 31, 2009
 
             
FHLB daily investments, interest rate of 0.01% (at March 31, 2010)
  $ 48,437     $ 49,727  
FTN daily investments, interest rate of 0.16% (at March 31, 2010)      700       700  
FTN Fed Funds sold, interest rate of 0.25% (at March 31, 2010)      141       75  
                                                                                                                                                                
Note E - Restricted Investment in Bank Stock

Restricted stock, which represents required investments in the common stock of the FHLB of Atlanta and Atlantic Central Bankers Bank, is carried at cost and is considered a long-term investment.

A dividend of $9,400 was posted during the first quarter of 2010 relating to the fourth quarter of 2009.   The Corporation did not accrue any dividends for the first quarter of 2010.

Management has evaluated the restricted stock for impairment and believes that no impairment charge is necessary as of March 31, 2010.
 
 
 
11

 

 
Note F – Fair Value of Financial Instruments

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

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

The Corporation measures fair values based on the fair value hierarchy established in ASC Paragraph 820-10-35-37.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of inputs that may be used to measure fair value under the hierarchy are as follows:

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

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

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

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

The Corporation believes that its valuation techniques are appropriate and consistent with other market participants.  However, the use of different methodologies and assumptions could result in a different estimate of fair values at the reporting date.  The following valuation techniques were used to measure the fair value of assets in the table below which are measured on a recurring and non-recurring basis as of March 31, 2010.

Investments held for trading – The fair value of investments held for trading is determined using a market approach and are classified as Level 2 within the valuation hierarchy.  As of March 31, 2010, trading securities include U.S. Government Agencies and residential mortgage-backed securities, private label residential mortgage-backed securities and municipal bonds.  Their fair values were determined based upon market-corroborated inputs and valuation matrices which were obtained through third party data service providers or securities brokers through which the Corporation has historically transacted both purchases and sales of investment securities.

Investments available for sale – The fair value of investments available-for-sale is determined using a market approach.  As of March 31, 2010, the U.S. Government agencies and residential mortgage-backed securities, private label residential mortgage-backed securities and municipal bonds segments are classified as Level 2 within the valuation hierarchy.  Their fair values were determined based upon market-corroborated inputs and valuation matrices which were obtained through third party data service providers or securities brokers through which the Corporation has historically transacted both purchases and sales of investment securities.
 
 
12

 

 
The CDO segment, which consists of pooled trust preferred securities issued by banks, thrifts and insurance companies, is classified as Level 3 within the valuation hierarchy. At March 31, 2010, the Bank owned 18 pooled trust preferred securities with an amortized cost of $36.8 million and a fair value of $8.7 million. The market for these securities at March 31, 2010 is not active and markets for similar securities are also not active.  The inactivity was evidenced first by a significant widening of the bid-ask spread in the brokered markets in which these securities trade and then by a significant decrease in the volume of trades relative to historical levels.  The new issue market is also inactive as no new CDOs have been issued since 2007.  There are currently very few market participants who are willing to transact for these securities.  The market values for these securities or any securities other than those issued or guaranteed by the U.S. Department of the Treasury (the “Treasury”), are very depressed relative to historical levels.  Therefore, in the current market, a low market price for a particular bond may only provide evidence of stress in the credit markets in general rather than being an indicator of credit problems with a particular issue.  Given the conditions in the current debt markets and the absence of observable transactions in the secondary and new issue markets, management has determined that 1) the few observable transactions and market quotations that are available are not reliable for the purpose of obtaining fair value at March 31, 2010, 2) an income valuation approach technique (i.e. present value) that maximizes the use of relevant observable inputs and minimizes the use of observable inputs will be equally or more representative of fair value than a market approach, and 3) the CDO segment is appropriately classified within Level 3 of the valuation hierarchy because management determined that significant adjustments were required to determine fair value at the measurement date.

Beginning in the first quarter of 2010, management utilized an independent third party to prepare both the evaluations of other than temporary impairment as well as the fair value determinations for its collateralized debt obligation portfolio. In previous periods management performed internal impairment valuations and utilized a third party service for the portfolio pricing.  Management believes the change will provide a more consistent approach going forward and does not believe that there were any material differences in the impairment evaluations and pricing between December 31, 2009 and March 31, 2010.

The approach of the third party utilized in the first quarter of 2010 to determine fair value involved several steps; including detailed credit and structural evaluation of each piece of collateral in each bond, default, recovery and prepayment/amortization probabilities for each piece of collateral in the bond, and discounted cash flow modeling.  The discount rate methodology used by the third party combines a baseline current market yield for comparable corporate and structured credit products with adjustments based on evaluations of the differences found in structure and risks associated with actual and projected credit performance of each CDO being valued.  Currently the only active and liquid trading market that exists is for stand-alone trust preferred securities; therefore adjustments to the baseline discount rate are also made to reflect the additional leverage found in structured instruments.

Previously, the Corporation obtained fair values for these securities from Moody’s Analytics and from S&P.  Information such as performance of the underlying collateral, deferral/default rates, cash flow projections, related relevant trades, models, inquiries of trading firms who are prominent in the trust preferred securities market, actual market activity, clearing levels where bonds are likely to trade, current market sentiment and other analytical tools were utilized by the third-parties in determining individual security valuations in accordance with proper accounting guidance.

In determining the fair values of the CDOs with no intent to sell at December 31, 2009, Moody’s Analytics utilized an income valuation approach (present value technique) which maximizes the use of observable inputs and minimizes the use of unobservable inputs.  This approach is more indicative of fair value than the market approach that has been used historically, and involves several steps.  The credit quality of the collateral was estimated using the average probability of default values for each underlying issuer, adjusted for credit ratings.  The default probabilities also considered the potential for correlation among issuers within the same industry, such as banks with other banks.  The loss given default was assumed to be 95%, allowing for a 5% recovery of collateral.  Management elected to utilize the option assuming that there were no defaults or deferrals for a two-year time period for those banks who have publicly announced participation in the Treasury’s Capital Purchase Program (the “CPP”). The cash flows for the securities were forecast for the underlying collateral and applied to each tranche in the structure to determine the resulting distribution among the securities.  These expected cash flows were then discounted to calculate the present value of the security.  The effective discount rate utilized by Moody’s Analytics for the various securities in the present value calculation was the three-month LIBOR plus 200 basis points (a risk free rate plus a premium for illiquidity).  The resulting prices are highly dependent upon the credit quality of the collateral, the relative position of the tranche in the capital structure of the security and the prepayment assumptions.   Moody’s Analytics modeled the calculations in several thousand scenarios using a Monte Carlo engine and the average price was used for valuation purposes.

S&P is another independent third party whose pricing methodology is based upon inquiries of trading firms who are prominent in the trust preferred market.  Information such as actual market activity, clearing levels where bonds are likely to trade and current market sentiment are considered in valuations.  S&P structures their approach to pricing on the premise that the market now trades on dollar price versus yield or discount margin.  This pricing methodology is more market driven, considering distressed sales, and is more indicative of the pricing likely to be achieved should the securities be sold in the short term. Management utilized this approach in determining the fair values of the CDOs for which the Corporation had intent to sell at December 31, 2009.  These securities were sold in the first quarter of 2010.
 
 
 
13

 

 
Derivative Financial Instruments – The Corporation’s open derivative positions are interest rate swaps that are classified as Level 3 within the valuation hierarchy. Open derivative positions are valued using externally developed pricing models based on observable market inputs provided by a third party and validated by management.   The Corporation has considered counterparty credit risk in the valuation of its interest rate swap assets.

Impaired loans – Loans included in the table below are those that are considered impaired under the guidance of the loan impairment subsection of the Receivables Topic, ASC Section 310-10-35, under which the Corporation has measured impairment generally based on the fair value of the loan’s collateral.  Fair value consists of the loan balance less its valuation allowance and is generally determined based on independent third-party appraisals of the collateral or discounted cash flows based upon the expected proceeds.  These assets are included as Level 3 fair values based upon the lowest level of input that is significant to the fair value measurements.

Foreclosed real estate – Fair value of foreclosed assets was based on independent third-party appraisals of the properties.  These values were determined based on the sales prices of similar properties in the approximate geographic area.  These assets are included as Level 3 fair values based upon the lowest level of input that is significant to the fair value measurements.

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 March 31, 2010 and December 31, 2009 are as follows:
 
         
Fair Value Measurements at
March 31, 2010 Using
(Dollars in Thousands)
 
 
 
 
 
Description
 
Assets Measured at Fair Value 03/31/10
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
 (Level 2)
   
Significant Unobservable Inputs
 (Level 3)
 
Recurring:
                       
Investment securities – trading:
                       
   U.S. government agencies
  $ 56,538             $ 56,538        
   Residential mortgage-backed agencies
  $ 32,973             $ 32,973        
   Collateralized mortgage obligations
  $ 20,067             $ 20,067        
   Obligations of states and political subdivisions
  $ 7,500             $ 7,500        
Investment securities available-for-sale:
                             
   U.S. government agencies
  $ 22,360             $ 22,360        
   Residential mortgage-backed agencies
  $ 25,014             $ 25,014        
   Collateralized mortgage obligations
  $ 12,823             $ 12,823        
   Obligations of states and political subdivisions
  $ 89,944             $ 89,944    
 
 
   Collateralized debt obligations
  $ 8,721                     $ 8,721  
Financial Derivative
  $ (334 )                   $ (334 )
Non-recurring:                                
Impaired loans¹
  $ 14,402                     $ 14,402  
Foreclosed real estate
  $ 403                     $ 403  
 
¹ The impaired loans fair value consists of impaired loans net of the $6,955 valuation allowance.
 
 
 
 
14

 
 
 
         
Fair Value Measurements at
December 31, 2009 Using
(Dollars in Thousands)
 
Description
 
 
Assets Measured at Fair Value 12/31/09
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
 (Level 2)
   
Significant Unobservable Inputs
 (Level 3)
 
Recurring:                        
Investment securities- trading   $ -                      
Investment securities available-for-sale:
                           
    U.S. government agencies
  $ 68,263             $ 68,263    
 
 
    Residential mortgage-backed agencies
  $ 62,573             $ 62,573    
 
 
    Collateralized mortgage obligations
  $ 33,197             $ 33,197        
    Obligations of states and political Subdivisions
  $ 97,303             $ 97,303        
    Collateralized debt obligations   $ 12,448                     $ 12,448  
Financial Derivative
  $ (60 )                   $ (60 )
Non-recurring:                                
Impaired loans¹
  $ 21,053                     $ 21,053  
Foreclosed real estate
  $ 40                     $ 40  
 
¹ The impaired loans fair value consists of impaired loans net of the $7,624 valuation allowance.
 

There were no transfers of assets between Level 1 and Level 2 of the fair value hierarchy for the three months ended March 31, 2010 or March 31, 2009.

The following tables show a reconciliation of the beginning and ending balances for fair valued assets measured using Level 3 significant unobservable inputs for the three months ended March 31, 2010 and the year ended December 31, 2009:

   
Fair Value Measurements Using Significant
Unobservable Inputs
(Level 3)
(Dollars in Thousands)
 
   
Investment
Securities
Available for Sale
   
Investment Securities –
Trading
   
Cash Flow
Hedge
 
Beginning balance January 1, 2010
  $ 12,448     $ -     $ (60 )
Total gains/(losses) realized/unrealized:
                       
Included in earnings (or changes in net assets)
    (7,514 )     1       -  
Included in other comprehensive loss
    3,989       -       (274 )
                         
Purchases, issuances, and settlements
                       
Transfers from Available for Sale to Trading
    -       -       -  
Transfers in and/or out of Level 3
    -       -       -  
Sales
    (202 )     (1 )      -  
Ending balance March 31, 2010
  $ 8,721     $ -     $ (334 )
                         
The amount of total gains or losses for the period included in earnings attributable to the change in realized/unrealized gains or losses related to assets still held at the reporting date
  $ (7,514 )   $     -     $     -  


 
15

 


   
 
 
Fair Value Measurements Using Significant
Unobservable Inputs
(Level 3)
(Dollars in Thousands)
 
   
Investment
Securities
Available for Sale
   
Investment Securities –
Trading
   
Cash Flow
Hedge
 
Beginning balance January 1, 2009
  $ 24,266     $ -     $ -  
Total gains/(losses) realized/unrealized:
                       
Included in earnings (or changes in net assets)
    (26,522 )     (443 )     -  
Included in other comprehensive loss
    15,147       -       -  
                         
Purchases, issuances, and settlements
    -       -       (60 )
Transfers from Available for Sale to Trading
    (443 )     443       -  
Transfers in and/or out of Level 3
    -       -       -  
Sales
     -        -        -  
Ending balance December 31, 2009
  $ 12,448     $ -     $ (60 )
                         
The amount of total gains or losses for the period included in earnings attributable to the change in realized/unrealized gains or losses related to assets still held at the reporting date
  $ (26,522 )   $ (443 )   $     -  

Gains and losses (realized and unrealized) included in earnings for the periods above are reported in the Consolidated Statements of Operations in Other Operating Income.

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

The following methods and assumptions were used by the Corporation in estimating its fair value disclosures for financial instruments:

Cash and due from banks:  The carrying amounts as reported in the statement of financial condition for cash and due from banks approximate their fair values.

Interest bearing deposits in banks:  The carrying amount of interest bearing deposits approximates their fair values.

Restricted Bank stock:  The carrying value of stock issued by the FHLB of Atlanta and Atlantic Central Bankers Bank approximates fair value based on the redemption provisions of the stock.

Loans (excluding impaired loans with specific loss allowances):  For variable rate loans and leases that reprice frequently or “in one year or less,” and with no significant change in credit risk, fair values are based on carrying values.  Fair values for fixed rate loans and leases and loans and leases that do not reprice frequently are estimated using a discounted cash flow calculation that applies current market interest rates being offered on the various loan products.

Deposits:  The fair values disclosed for demand deposits (e.g., interest and non-interest checking, savings, and certain types of money market accounts, etc.) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts).  Fair values for fixed rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on the various certificates of deposit to the cash flow stream.
 
 
 
16

 

 
Borrowed funds: The fair value of the Corporation’s FHLB borrowings and junior subordinated debt is calculated based on the discounted value of contractual cash flows, using rates currently existing for borrowings with similar remaining maturities.  The carrying amounts of federal funds purchased and securities sold under agreements to repurchase approximate their fair values.

Accrued Interest:  The carrying amount of accrued interest receivable and payable approximates their fair values.

Off-Balance-Sheet Financial Instruments:  In the normal course of business, the Corporation’s trust company subsidiary, First United Bank & Trust (the “Bank”), makes commitments to extend credit and issues standby letters of credit.  The Bank expects most of these commitments to expire without being drawn upon; therefore, the commitment amounts do not necessarily represent future cash requirements.  Due to the uncertainty of cash flows and difficulty in the predicting the timing of such cash flows, fair values were not estimated for these instruments.
 
The following table presents fair value information about financial instruments, whether or not recognized in the statement of financial condition, for which it is practicable to estimate that value. The actual carrying amounts and estimated fair values of the Corporation’s financial instruments that are included in the statement of financial condition are as follows (in thousands):

                                                                                                                                                                                                
     March 31,   2010        December 31,  2009  
   
Carrying
Amount
   
Fair
Value
   
Carrying
Amount
   
Fair
Value
 
Financial Assets:
                       
Cash and due from banks
  $ 199,596     $ 199,596     $ 139,169     $ 139,169  
Interest bearing deposits in banks
    49,278       49,278       50,502       50,502  
Investment securities (AFS and trading)
    275,940       275,940       273,784       273,784  
Restricted Bank stock
    13,861       13,861       13,861       13,861  
Loans, net
    1,078,685       1,060,487       1,101,794       1,093,241  
Accrued interest receivable
    6,251       6,251       6,103       6,103  
                                 
                                 
Financial Liabilities:
                               
Deposits
    1,357,164       1,306,330       1,304,166       1,251,465  
Borrowed funds
    305,638       313,093       318,107       325,090  
Accrued interest payable
    2,493       2,493       2,861       2,861  
Financial derivative
    334       334       60       60  
Off balance sheet financial instruments
    -       -       -       -  

Note G – Comprehensive Income/(Loss)

Unrealized gains and losses on investment securities available-for-sale and on pension obligations are included in accumulated other comprehensive loss.  Other comprehensive income/(loss) (“OCI”) consists of the changes in unrealized gains (losses) on investment securities available-for-sale and pension obligations. Total comprehensive income/(loss), which consists of net income/(loss) plus the changes in other comprehensive income/(loss), was $0.4 million and ($4.5) million for the three months ended March 31, 2010 and 2009, respectively.
 
 
 
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The following tables present the accumulated other comprehensive loss for the 12 months ended December 31, 2009 and the three months ended March 31, 2010 and the components included:

   
Investment securities with OTTI
   
Investment securities – all other
   
Cash Flow Hedges
   
Pension Plan
   
 
SERP
   
 
Total
 
                                     
Accumulated OCI, net:
                                   
Balance – December 31, 2008
  $ -     $ (33,190 )   $ -     $ (7,386 )   $ (407 )   $ (40,983 )
                                                 
   Net gain/(loss) during period
    (9,364 )     21,786       (36 )     2,335       (397 )     14,324  
Balance – December 31, 2009
    (9,364 )     (11,404 )     (36 )     (5,051 )     (804 )     (26,659 )
                                                 
   Net gain/(loss) during period
    (2,208 )     7,921       (163 )     -       -       5,550  
Balance – March 31, 2010
  $ (11,572 )   $ (3,483 )   $ (199 )   $ (5,051 )   $ (804 )   $ (21,109 )
                                                 
 
Components of OCI
     
   
Pre-Tax
   
Taxes
   
Net
 
Year ended December 31, 2009:
                 
Available for sale (AFS) securities with OTTI:
                 
    Securities with OTTI charges during the period
  $ (42,394 )   $ 17,110     $ (25,284 )
    Less: OTTI charges recognized in income
     (26,693 )      10,773       (15,920 )
    Net unrealized losses on investments with OTTI
     (15,701 )      6,337        (9,364 )
Available for sale securities – all other:
                       
    Unrealized holding losses during the period
    (5,733 )     2,313       (3,420 )
    Less: reclassification adjustment for gains recognized in income
    131       (53 )     78  
    Less: securities with OTTI charges during the period
     (42,394 )      17,110       (25,284 )
    Net unrealized gains on all other AFS securities
     36,530        (14,744 )      21,786  
          Net unrealized  gains on AFS investment securities
    20,829       (8,407 )     12,422  
Unrealized losses on cash flow hedges
    (60 )      24       (36 )
Defined benefit plans liability adjustment
     3,249        (1,311 )      1,938  
    $ 24,018     $ (9,694 )   $ 14,324  
Quarter ended March 31, 2010:
                       
Available for sale (AFS) securities with OTTI:
                       
    Securities with OTTI charges during the period
  $ (11,217 )   $ 4,528     $ (6,689 )
    Less: OTTI charges recognized in income
    (7,514 )      3,033       (4,481 )
    Net unrealized losses on investments with OTTI
    (3,703 )      1,495       (2,208 )
Available for sale securities – all other:
                       
    Unrealized holding gains during the period
    73       (29 )     44  
    Less: reclassification adjustment for losses recognized in income
    (1,992 )     804       (1,188 )
    Less: securities with OTTI charges during the period
    (11,217 )      4,528       (6,689 )
    Net unrealized gains on all other AFS securities
     13,282       (5,361 )      7,921  
         Net unrealized gains on AFS investment securities
    9,579       (3,866 )     5,713  
                         
Unrealized losses on cash flow hedges
    (274 )     111       (163 )
Defined benefit plans liability adjustment
     -        -        -  
    $ 9,305     $ (3,755 )   $ 5,550  

Note H – Junior Subordinated Debentures

In March 2004, First United Corporation’s two Connecticut statutory trusts, First United Statutory Trust I and First United Statutory Trust II, issued preferred securities with an aggregate liquidation amount of $30.9 million to third-party investors and issued common equity with an aggregate liquidation amount of $.9 million to First United Corporation.  These trusts used the proceeds of these offerings to purchase an equal amount of junior subordinated debentures of First United Corporation, as follows:
 
 
 
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$20.6 million—floating rate payable quarterly based on floating rate based on three-month LIBOR plus 275 basis points (3.00% at March 31, 2010), maturing in 2034, redeemable five years after issuance at First United Corporation’s option.

$10.3 million--floating rate payable quarterly based on three-month LIBOR plus 275 basis points (3.00% at March 31, 2010) maturing in 2034, redeemable five years after issuance at First United Corporation’s option.

In December 2004, First United Corporation issued $5.0 million of junior subordinated debentures.  The debentures have a fixed rate of 5.88% for the first five years, payable quarterly, and convert to a floating rate in March 2010 based on the three month LIBOR plus 185 basis points.  The debentures mature in 2014, but are redeemable five years after issuance at First United Corporation’s option.

In December 2009, First United Corporation’s Delaware statutory trust, First United Statutory Trust III (“Trust III”),  issued 9.875% fixed-rate preferred securities with an aggregate liquidation amount of approximately $7.2 million to private investors and issued common securities to First United Corporation with an aggregate liquidation amount of approximately $.2 million.  Trust III used the proceeds of the offering to purchase approximately $7.2 million of 9.875% fixed-rate junior subordinated debentures of First United Corporation.  Interest on the debentures is payable quarterly, and the debentures mature in 2040 but are redeemable five years after issuance at First United Corporation’s option.

In January 2010, Trust III issued an additional $3.5 million of 9.875% fixed-rate preferred securities to private investors and issued common securities to First United Corporation with an aggregate liquidation amount of $.1 million.  Trust III used the proceeds of the offering to purchase $3.6 million of 9.875% fixed-rate junior subordinated debentures of First United Corporation.  Interest on the debentures is payable quarterly, and the debentures mature in 2040 but are redeemable five years after issuance at First United Corporation’s option.

The debentures issued to the foregoing trusts represent the sole assets of those trusts, and payments of the debentures by First United Corporation are the only sources of cash flow for the trusts.  First United Corporation has the right to defer interest on all of the foregoing debentures for up to 20 quarterly periods, in which case distributions on the preferred securities will also be deferred.  Should this occur, First United Corporation may not pay dividends or distributions on, or repurchase, redeem or acquire any shares of its capital stock.  As of March 31, 2010, First United Corporation has not deferred any payments.
 
Note I – Borrowed Funds
 
The following is a summary of short-term borrowings with original maturities of less than one year (dollars in thousands):

   
March 31,
2010
   
December 31,
2009
 
Securities sold under agreements to repurchase, with weighted average interest rate at end of period of 0.66%.
       41,748          47,563  
    $ 41,748     $ 47,563  

At March 31, 2010, the repurchase agreements were secured by $42.0 million in available for sale agency securities.

The following is a summary of long-term borrowings with original maturities exceeding one year (dollars in thousands):

FHLB advances, bearing interest at rates ranging from 2.46% to 4.98% at March 31, 2010
  $ 217,160     $ 227,423  
Junior subordinated debt, bearing interest at rates ranging from 2.11% to 9.88% at March 31, 2010
     46,730        43,121  
    $ 263,890     $ 270,544  

At March 31, 2010, the long-term FHLB advances are secured by $138.8 million in loans, $46.0 million in cash, and $33.9 million in securities.
 
 
19

 
 
The contractual maturities of all long-term borrowings are as follows (in thousands):

   
March 31 December 31
 
   
2010
   
2009
 
   
 
 
Due in 2010
  $ 21,000     $ 31,000  
Due in 2011
    51,000       51,000  
Due in 2012
    44,000       44,250  
Due in 2013     -       -  
Due in 2014
    5,000       -  
Thereafter
    142,890       144,294  
Total long-term debt
  $ 263,890     $