FUNC 10-Q/A 2020 - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE<br>SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended March 31, 2020

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE<br>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 <br><br>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)

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

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock	FUNC	Nasdaq Stock Market

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

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

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

Large accelerated filer ¨	Accelerated filer x
Non-accelerated filer ¨	Smaller reporting company x
Emerging growth company ¨

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 6,966,898 shares of common stock, par value $.01 per share, as of April 30, 2020.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A to the Quarterly Report of First United Corporation on Form 10-Q for the quarter ended March 31, 2020, which was filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2020 (the “Original Report”), amends Item 2 of Part II of the Original Report so that it provides information about shares of common stock of First United Corporation purchased by the Trust Department of First United Bank & Trust on behalf of the First United Corporation noncontributory defined benefit pension plan. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by First United Corporation’s principal executive officer and principal financial officer are filed or furnished with this Amendment No. 1 as Exhibits 31.1, 31.2, and 32.1, so Item 6 of Part II of the Original Report is also amended hereby.

Except as expressly provided above, this Amendment No. 1 on Form 10-Q/A speaks as of the date of the Original Report and First United Corporation has not updated the disclosures contained in any item thereof to speak as of a later date. All information contained in this Amendment No. 1 on Form 10-Q/A is subject to updating and supplementing as provided in First United Corporation’s reports filed with the SEC subsequent to the date on which the Original Report was filed.

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INDEX TO QUARTERLY REPORT

FIRST UNITED CORPORATION

		Page
PART II. OTHER INFORMATION		4
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4
Item 6.	Exhibits	4
SIGNATURES		5

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Part II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use ofProceeds

The following table provides information about shares of common stock purchased by or on behalf of First United Corporation and its affiliates (as defined by Exchange Act Rule 10b-18) during the three-month period ended March 31, 2020:

Issuer Purchases of Equity Securities
Period	Total Number of<br><br> <br>Shares (or Units)<br><br> <br>Purchased (1)		Average Price Paid per<br><br> <br>Share (or Unit)		Total Number of Shares (or<br><br> <br>Units) Purchased as Part of<br><br> <br>Publicly Announced Plans or Programs		Maximum Number (or<br><br> <br>Approximate Dollar<br><br> <br>Value) of Shares (or Units)<br><br> <br>that May Yet Be<br><br> <br>Purchased Under<br><br> <br>the Plans or Programs
January 2020		-		-		-		650,000
February 2020		-		-		-		650,000
March 2020		242,419	$	16.67		242,419		407,581
Total		242,419	$	16.67		242,419		407,581
(1)	Of<br> the shares reported above, 145,291 shares were purchased by First United Corporation<br> in open-market transactions pursuant to First United Corporation’s stock repurchase<br> plan that was initially adopted effective April 30, 2019 (the “Repurchase Plan”).<br> The Repurchase Plan, which originally authorized the purchase of up to 354,449 shares<br> of common stock of First United Corporation, was amended in November 2019 to increase<br> the maximum number of shares to 500,000. First United Corporation publicly announced<br> both the adoption of the Repurchase Plan and its amendment. The Repurchase Plan, as amended,<br> will expire on November 20, 2020 and authorizes the purchases to be conducted through<br> open market or private transactions at such times and in such amounts per transaction<br> as the Chairman and Chief Executive Officer of First United Corporation determines to<br> be appropriate.
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(2)	The<br> remaining 97,128 shares reported above were purchased by the Trust Department of First<br> United Bank & Trust (the “Trust Department”) in open-market transactions<br> using assets in the First United Corporation noncontributory defined benefit pension<br> plan (the “Pension Plan”). On November 20, 2019, the Board of Directors of<br> First United Corporation authorized the Trust Department, which administers the Pension<br> Plan, to use up to 10% of the Pension Plan’s assets to purchase up to 150,000 shares<br> of common stock, to be held as an investment in the Pension Plan. Such authorization,<br> which was publicly announced, permits the Trust Department to purchase the shares in<br> open market transactions or privately-negotiated transactions at such times, in such<br> amounts, at such prices, and upon such other terms as are determined in the discretion<br> of the Trust Department.
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Item 6. Exhibits

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

Exhibit	Description
10.1	First United Corporation Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed on March 16, 2020)
10.2	First United Corporation Short-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Corporation’s Current Report on Form 8-K filed on March 16, 2020)
10.3	Form of Restricted Stock Unit Award Agreement (Performance-Vesting) (incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed on March 27, 2020)
10.4	Form of Restricted Stock Unit Award Agreement (Time-Vesting) (incorporated by reference to Exhibit 10.2 to the Corporation’s Current Report on Form 8-K filed on March 27, 2020)
31.1	Certifications of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)
31.2	Certifications of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)
32	Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith)
101.INS	XBRL Instance Document*****
101.SCH	XBRL Taxonomy Extension Schema*****
101.CAL	XBRL Taxonomy Extension Calculation Linkbase*****
101.DEF	XBRL Taxonomy Extension Definition Linkbase*****
101.LAB	XBRL Taxonomy Extension Label Linkbase*****
101.PRE	XBRL Taxonomy Extension Presentation Linkbase*****

* Filed with the Original Report.

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SIGNATURES

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

	FIRST UNITED CORPORATION
Date: September 4, 2020	/s/ Carissa L. Rodeheaver
	Carissa L. Rodeheaver, CPA, CFP
	Chairman of the Board, President and Chief Executive Officer
	(Principal Executive Officer)
Date: September 4, 2020	/s/ Tonya K. Sturm
	Tonya K. Sturm, Senior Vice President,
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

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Exhibit 31.1

Certifications of the Principal ExecutiveOfficer

Pursuant to Securities Exchange Act Rules13a-14 and 15d-14

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

I, Carissa L. Rodeheaver, certify that:

I have reviewed this quarterly report on Form 10-Q, as amended, of First United Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

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

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

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

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

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

Date: September 4, 2020	/s/ Carissa L. Rodeheaver
	Carissa L. Rodeheaver, CPA, CFP
	Chairman of the Board, President and
	Chief Executive Officer
	(Principal Executive Officer)

Exhibit 31.2

Certifications of the Principal FinancialOfficer

Pursuant to Securities Exchange Act Rules13a-14 and 15d-14

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

I, Tonya K. Sturm, certify that:

I have reviewed this quarterly report on Form 10-Q, as amended, of First United Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

Date: September 4, 2020	/s/ Tonya K. Sturm
	Tonya K. Sturm
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)

Exhibit 32.1

Certification of Periodic Report

Pursuant to 18 U.S.C. Section 1350

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

Pursuant to, and for purposes only of, 18 U.S.C. § 1350, each of the undersigned hereby certifies that (i) the Quarterly Report of First United Corporation on Form 10-Q, as amended, for the quarter ended March 31, 2020 filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of First United Corporation.

Date: September 4, 2020	/s/ Carissa L. Rodeheaver
	Carissa L. Rodeheaver, CPA, CFP
	Chairman of the Board, President and
	Chief Executive Officer
	(Principal Executive Officer)
Date: September 4, 2020	/s/ Tonya K. Sturm
	Tonya K. Sturm
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)