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UNITED BANKSHARES INC/WV - Quarter Report: 2020 March (Form 10-Q)

Table of Contents
FORM
10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the quarterly period ended
March 31, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the transition period from
                    
to
                    
Commission File Number:    
002-86947
United Bankshares, Inc.
(Exact name of registrant as specified in its charter)
     
West Virginia
 
55-0641179
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
300 United Center
500 Virginia Street, East
 
Charleston, West Virginia
 
25301
(Address of principal executive offices)
 
Zip Code
 
 
 
Registrant’s telephone number, including area code: (304)
424-8716
Securities registered pursuant to Section 12(b) of the Act:
         
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, par value $2.50 per share
 
UBSI
 
NASDAQ Global Select 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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    
Yes
 
 
 
 
 
 
No
 
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
    Yes
 
 
 
 
 
 
No
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
             
Large accelerated filer
 
 
Accelerated filer
 
             
Non-accelerated filer
 
 
Smaller reporting company
 
             
 
 
Emerging growth company
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards 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 Act).    Yes
 
 
 
 
 
 
No
 
 
As of
April 
30
, 2020
, the registrant had
101,723,600
shares of common stock, $2.50 par value per share, outstanding.

Table of Contents
UNITED BANKSHARES, INC. AND SUBSIDIARIES
FORM
10-Q
TABLE OF CONTENTS
             
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
Item 1.
 
 
 
3
 
 
 
 
 
 
 
 
4
 
 
 
 
 
 
 
 
5
 
 
 
 
 
 
 
 
6
 
 
 
 
 
 
 
 
7
 
 
 
 
 
 
 
 
8
 
 
 
 
 
 
 
 
9
 
 
 
 
 
 
 
 
Item 2.
 
 
 
52
 
 
 
 
 
 
 
 
Item 3.
 
 
 
74
 
 
 
 
 
 
 
 
Item 4.
 
 
 
77
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 1.
 
 
 
78
 
 
 
 
 
 
 
 
Item 1A.
 
 
 
78
 
 
 
 
 
 
 
 
Item 2.
 
 
 
79
 
 
 
 
 
 
 
 
Item 3.
 
 
 
80
 
 
 
 
 
 
 
 
Item 4.
 
 
 
80
 
 
 
 
 
 
 
 
Item 5.
 
 
 
80
 
 
 
 
 
 
 
 
Item 6.
 
 
 
80
 
 
 
 
 
 
 
 
81
 
 
2

Table of Contents
PART I - FINANCIAL INFORMATION
Item 1.
FINANCIAL STATEMENTS (UNAUDITED)
 
 
 
The March 31, 2020 and December 31, 2019, consolidated balance sheets of United Bankshares, Inc. and Subsidiaries (“United” or the “Company”), consolidated statements of income and comprehensive income for the three months ended March 31, 2020 and 2019, the related consolidated statement of changes in shareholders’ equity for the three months ended March 31, 2020 and 2019, the related condensed consolidated statements of cash flows for the three months ended March 31, 2020 and 2019, and the notes to consolidated financial statements appear on the following pages.
3

Table of Contents
CONSOLIDATED BALANCE SHEETS
UNITED BANKSHARES, INC. AND SUBSIDIARIES
(Dollars in thousands, except par value)
                 
 
March 31
 
 
December 31
 
 
2020
 
 
2019
 
 
(Unaudited)
 
 
(Note 1)
 
Assets
 
 
 
 
 
 
Cash and due from banks
  $
248,238
    $
185,238
 
Interest-bearing deposits with other banks
   
1,087,772
     
651,435
 
Federal funds sold
   
823
     
820
 
                 
Total cash and cash equivalents
   
1,336,833
     
837,493
 
Securities available for sale at estimated fair value (amortized cost-$2,384,221 at March 31, 2020 and $2,426,924 at December 31, 2019, allowance for credit losses of $0 at March 31, 2020)
   
2,417,521
     
2,437,296
 
Securities held to maturity, net of allowance for credit losses of $10 at March 31, 2020 (estimated fair value-$1,223 at March 31, 2020 and $1,447 at December 31, 2019)
   
1,226
     
1,446
 
Equity securities at estimated fair value
   
9,013
     
8,894
 
Other investment securities
   
245,655
     
222,161
 
Loans held for sale (at fair value-$495,932 at March 31, 2020 and
$384,375 at December 31, 2019)
   
503,514
     
387,514
 
Loans
   
13,856,283
     
13,713,548
 
Less: Unearned income
   
(725
)    
(1,419
)
                 
Loans net of unearned income
   
13,855,558
     
13,712,129
 
Less: Allowance for loan losses
   
(154,923
)    
(77,057
)
                 
Net loans
   
13,700,635
     
13,635,072
 
Bank premises and equipment
   
96,169
     
96,644
 
Operating lease
right-of-use
assets
   
57,280
     
57,783
 
Goodwill
   
1,478,014
     
1,478,014
 
Accrued interest receivable
   
49,076
     
58,085
 
Other assets
   
475,717
     
441,922
 
                 
TOTAL ASSETS
  $
20,370,653
    $
19,662,324
 
                 
Liabilities
 
 
 
 
 
 
Deposits:
   
     
 
Noninterest-bearing
  $
4,837,538
    $
4,621,362
 
Interest-bearing
   
9,176,630
     
9,231,059
 
                 
Total deposits
   
14,014,168
     
13,852,421
 
Borrowings:
   
     
 
Securities sold under agreements to repurchase
   
124,561
     
124,654
 
Federal Home Loan Bank borrowings
   
2,326,282
     
1,851,865
 
Other long-term borrowings
   
236,479
     
236,164
 
Reserve for lending-related commitments
   
7,742
     
1,733
 
Operating lease liabilities
   
60,887
     
61,342
 
Accrued expenses and other liabilities
   
256,832
     
170,312
 
                 
TOTAL LIABILITIES
   
17,026,951
     
16,298,491
 
                 
Shareholders’ Equity
 
 
 
 
 
 
Preferred stock, $1.00 par value;
Authorized-50,000,000
shares, none issued
   
0
     
0
 
Common stock, $2.50 par value;
Authorized-200,000,000
shares;
issued-105,684,479
and 105,494,290 at March 31, 2020 and December 31, 2019, respectively, including 3,960,879 and 3,940,619 shares in treasury at March 31, 2020 and December 31, 2019, respectively
   
264,211
     
263,736
 
Surplus
   
2,141,266
     
2,140,175
 
Retained earnings
   
1,092,827
     
1,132,579
 
Accumulated other comprehensive loss
   
(16,171
)    
(34,869
)
Treasury stock, at cost
   
(138,431
)    
(137,788
)
                 
TOTAL SHAREHOLDERS’ EQUITY
   
3,343,702
     
3,363,833
 
                 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $
20,370,653
    $
19,662,324
 
                 
 
 
See notes to consolidated unaudited financial statements.
4

Table of Contents
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
UNITED BANKSHARES, INC. AND SUBSIDIARIES
(Dollars in thousands, except per share data)
 
Three Months Ended
 
 
March 31
 
 
2020
 
 
2019
 
Interest income
 
 
 
 
 
 
Interest and fees on loans
  $
158,854
    $
164,871
 
Interest on federal funds sold and other short-term investments
   
3,965
     
5,837
 
Interest and dividends on securities:
   
     
 
Taxable
   
16,969
     
17,363
 
Tax-exempt
   
694
     
1,026
 
                 
Total interest income
   
180,482
     
189,097
 
                 
Interest expense
 
 
 
 
 
 
Interest on deposits
   
27,477
     
32,638
 
Interest on short-term borrowings
   
458
     
691
 
Interest on long-term borrowings
   
11,029
     
11,600
 
                 
Total interest expense
   
38,964
     
44,929
 
                 
Net interest income
   
141,518
     
144,168
 
Provision for credit losses
   
27,119
     
4,996
 
                 
Net interest income after provision for credit losses
   
114,399
     
139,172
 
                 
Other income
 
 
 
 
 
 
Fees from trust services
   
3,483
     
3,264
 
Fees from brokerage services
   
2,916
     
2,524
 
Fees from deposit services
   
7,957
     
8,053
 
Bankcard fees and merchant discounts
   
993
     
1,156
 
Other service charges, commissions, and fees
   
518
     
521
 
Income from bank-owned life insurance
   
2,388
     
1,827
 
Income from mortgage banking activities
   
17,631
     
13,681
 
Net investment securities gains (losses)
   
196
     
(159
)
Other income
   
724
     
356
 
                 
Total other income
   
36,806
     
31,223
 
                 
Other expense
 
 
 
 
 
 
Employee compensation
   
44,541
     
38,949
 
Employee benefits
   
10,786
     
9,431
 
Net occupancy expense
   
9,062
     
8,751
 
Other real estate owned (OREO) expense
   
906
     
1,416
 
Equipment expense
   
3,845
     
3,315
 
Data processing expense
   
5,506
     
5,162
 
Bankcard processing expense
   
477
     
480
 
FDIC insurance expense
   
2,400
     
3,300
 
Other expense
   
23,610
     
18,621
 
                 
Total other expense
   
101,133
     
89,425
 
                 
Income before income taxes
   
50,072
     
80,970
 
Income taxes
   
9,889
     
17,328
 
                 
Net income
  $
40,183
    $
  
63,642
 
                 
Earnings per common share:
 
 
 
 
 
 
Basic
 
$
0.40
 
 
$
0.62
 
 
 
 
 
 
 
 
 
 
Diluted
 
$
0.40
 
 
$
0.62
 
 
 
 
 
 
 
 
 
 
Average outstanding shares:
 
 
 
 
 
 
Basic
 
 
101,295,073
 
 
 
101,894,786
 
Diluted
 
 
101,399,181
 
 
 
102,162,704
 
 
See notes to consolidated unaudited financial statements
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Table of Contents
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
UNITED BANKSHARES, INC. AND SUBSIDIARIES
(Dollars in thousands)
                 
 
Three Months Ended
 
 
March 31
 
 
2020
 
 
2019
 
Net income
  $
40,183
    $
63,642
 
Change in net unrealized gain (loss) on available for sale (AFS) securities, net of tax
   
17,586
     
16,789
 
Change in defined benefit pension plan, net of tax
   
1,112
     
910
 
                 
Comprehensive income, net of tax
  $
58,881
    $
81,341
 
                 
 
 
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Table of Contents
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
UNITED BANKSHARES, INC. AND SUBSIDIARIES
(Dollars in thousands, except per share data)
 
Three Months Ended March 31, 2020
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
Common Stock
   
 
 
 
 
Other
 
 
 
 
Total
 
 
 
 
Par
 
 
 
 
Retained
 
 
Comprehensive
 
 
Treasury
 
 
Shareholders’
 
 
Shares
 
 
Value
 
 
Surplus
 
 
Earnings
 
 
Income (Loss)
 
 
Stock
 
 
Equity
 
Balance at January 1, 2020
   
105,494,290
    $
263,736
    $
2,140,175
    $
1,132,579
    $
(34,869
)   $
(137,788
)   $
3,363,833
 
Cumulative effect of adopting Accounting Standard Update
2016-13
   
0
     
0
     
0
     
(44,331
)    
0
     
0
     
(44,331
)
Comprehensive income:
   
     
     
     
     
     
     
 
Net income
   
0
     
0
     
0
     
40,183
     
0
     
0
     
40,183
 
Other comprehensive income, net of tax
   
0
     
0
     
0
     
0
     
18,698
     
0
     
18,698
 
                                                         
Total comprehensive income, net of tax
   
     
     
     
     
     
     
58,881
 
Stock based compensation expense
   
0
     
0
     
1,253
     
0
     
0
     
0
     
1,253
 
Purchase of treasury stock
(
19,314 shares)
   
0
     
0
     
0
     
0
     
0
     
(608
)    
(608
)
Cash dividends ($0.35 per share)
   
0
     
0
     
0
     
(35,604
)    
0
     
0
     
(35,604
)
Grant of restricted stock
(
175,495 shares)
   
175,495
     
439
     
(439
)    
0
     
0
     
0
     
0
 
Forfeiture of restricted stock
(
946 shares)
   
0
     
0
     
35
     
0
     
0
     
(35
)    
0
 
Common stock options exercised
(
14,694 shares)
   
14,694
     
36
     
242
     
0
     
0
     
0
     
278
 
                                                         
Balance at March 31, 2020
   
105,684,479
    $
264,211
    $
2,141,266
    $
1,092,827
    $
(16,171
)   $
(138,431
)   $
3,343,702
 
                                                         
 
Three Months Ended March 31, 2019
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
Common Stock
   
 
 
 
 
Other
 
 
 
 
Total
 
 
 
 
Par
 
 
 
 
Retained
 
 
Comprehensive
 
 
Treasury
 
 
Shareholders’
 
 
Shares
 
 
Value
 
 
Surplus
 
 
Earnings
 
 
Income (Loss)
 
 
Stock
 
 
Equity
 
Balance at January 1, 2019
   
105,239,121
    $
263,098
    $
2,134,462
    $
1,013,037
    $
(57,019
)   $
(101,954
)   $
3,251,624
 
Cumulative effect of adopting Accounting Standard Update
2016-02
   
0
     
0
     
0
     
(1,049
)    
0
     
0
     
(1,049
)
Reclass due to adopting Accounting
Standard Update
2017-12
   
0
     
0
     
0
     
0
     
50
     
0
     
50
 
Comprehensive income:
   
     
     
     
     
     
     
 
Net income
   
0
     
0
     
0
     
63,642
     
0
     
0
     
63,642
 
Other comprehensive income, net of tax
   
0
     
0
     
0
     
0
     
17,699
     
0
     
17,699
 
                                                         
Total comprehensive income, net of tax
   
     
     
     
     
     
     
81,341
 
Stock based compensation expense
   
0
     
0
     
1,113
     
0
     
0
     
0
     
1,113
 
Purchase of treasury stock
(
365,702 shares)
   
0
     
0
     
0
     
0
     
0
     
(12,072
)    
(12,072
)
Cash dividends ($0.34 per share)
   
0
     
     
     
(34,759
)    
0
     
0
     
(34,759
)
Grant of restricted stock
(
126,427 shares)
   
126,427
     
316
     
(316
)    
0
     
0
     
0
     
0
 
Common stock options exercised
(
33,816 shares)
   
33,816
     
84
     
559
     
0
     
0
     
0
     
643
 
                                                         
Balance at March 31, 2019
   
105,399,364
    $
263,498
    $
2,135,818
    $
1,040,871
    $
(39,270
)   $
(114,026
)   $
3,286,891
 
                                                         
See notes to consolidated unaudited financial statements
7

Table of Contents
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
UNITED BANKSHARES, INC. AND SUBSIDIARIES
(Dollars in thousands)
                 
 
Three Months Ended
 
 
March 31
 
 
2020
 
 
2019
 
NET CASH PROVIDED BY OPERATING ACTIVITIES
  $
21,476
    $
93,247
 
                 
INVESTING ACTIVITIES
 
 
 
 
 
 
Proceeds from maturities and calls of securities held to maturity
   
210
     
0
 
Proceeds from sales of securities available for sale
   
3,665
     
133,783
 
Proceeds from maturities and calls of securities available for sale
   
129,261
     
62,548
 
Purchases of securities available for sale
   
(91,118
)    
(211,217
)
Proceeds from sales of equity securities
   
195
     
439
 
Purchases of equity securities
   
(293
)    
(437
)
Proceeds from sales and redemptions of other investment securities
   
17,000
     
27,766
 
Purchases of other investment securities
   
(42,499
)    
(40,934
)
Redemption of bank-owned life insurance policies
   
1,186
     
2,147
 
Purchases of bank premises and equipment
   
(2,008
)    
(1,754
)
Proceeds from sales of bank premises and equipment
   
0
     
251
 
Proceeds from the sales of OREO properties
   
2,573
     
1,057
 
Net change in loans
   
(140,529
)    
(149,572
)
                 
NET CASH USED IN INVESTING ACTIVITIES
   
(122,357
)    
(175,923
)
                 
                 
FINANCING ACTIVITIES
 
 
 
 
 
 
Cash dividends paid
   
(36,247
)    
(34,974
)
Acquisition of treasury stock
   
(608
)    
(12,072
)
Proceeds from exercise of stock options
   
281
     
643
 
Repayment of long-term Federal Home Loan Bank borrowings
   
(150,000
)    
(960,000
)
Proceeds from issuance of long-term Federal Home Loan Bank borrowings
   
400,000
     
1,300,000
 
Changes in:
   
     
 
Deposits
   
161,888
     
164,846
 
Federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings
   
224,907
     
(223,506
)
                 
NET CASH PROVIDED BY FINANCING ACTIVITIES
   
600,221
     
234,937
 
                 
                 
Increase in cash and cash equivalents
   
499,340
     
152,261
 
                 
Cash and cash equivalents at beginning of year
   
837,493
     
1,020,396
 
                 
                 
Cash and cash equivalents at end of period
  $
1,336,833
    $
1,172,657
 
                 
Supplemental information
   
     
 
Noncash investing activities:
   
     
 
Transfers of loans to OREO
  $
3,560
    $
2,822
 
Transfer of held to maturity debt securities to available for sale debt securities
   
0
     
11,544
 
 
 
See notes to consolidated unaudited financial statements
.
8

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
UNITED BANKSHARES, INC. AND SUBSIDIARIES
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated interim financial statements of United Bankshares, Inc. and Subsidiaries (“United” or “the Company”) have been prepared in accordance with accounting principles for interim financial information generally accepted in the United States (GAAP) and with the instructions for Form
10-Q
and Article 10 of Regulation
S-X.
Accordingly, the financial statements do not contain all of the information and footnotes required by accounting principles generally accepted in the United States. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The financial statements presented as of March 31, 2020 and 2019 and for the three-month periods then ended have not been audited. The consolidated balance sheet as of December 31, 2019 has been extracted from the audited financial statements included in United’s 2019 Annual Report to Shareholders. The Notes to Consolidated Financial Statements appearing in United’s 2019 Annual Report on Form
10-K,
which includes descriptions of significant accounting policies, should be read in conjunction with these interim financial statements. Please refer to Notes 3, 5 and 6 in these Notes to Consolidated Financial Statements for updated accounting policies for investment securities, troubled debt restructurings (TDRs), acquired loans and the allowance for credit losses. In the opinion of management, any adjustments necessary for a fair presentation of financial position and results of operations for the interim periods have been made. Such adjustments are of a normal and recurring nature.
The accompanying consolidated interim financial statements include the accounts of United and its wholly owned subsidiaries. United operates in two business segments: community banking and mortgage banking. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. Information is presented in these notes to the
unaudited
consolidated interim financial statements with dollars expressed in thousands, except per share or unless otherwise noted.
New Accounting Standards
In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.
 2020-04,
Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides “optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued.” ASU No.
 2020-04
is effective for public business entities on March 12, 2020 through December 31, 2022. United is implementing a transition plan to identify and modify its loans and other financial instruments with attributes that are either directly or indirectly influenced by LIBOR. The Company is assessing ASU No.
 2020-04
and its impact on the Company’s transition away from LIBOR for its loan and other financial instruments.
In February 2020, FASB issued ASU No.
 2020-03,
Codification Improvements to Financial Instruments. This update makes narrow-scope changes that are intended to improve the board’s standards for financial instruments accounting, including the credit losses standard issued in 2016, as part of FASB’s ongoing project to improve and clarify its Accounting Standards Codification and avoid unintended application. ASU No.
 2020-03
was effective for public business entities upon issuance of this final update in March 2020. ASU No.
 2020-03
is not expected to have a material impact on the Company’s financial condition or results of operations.
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In January 2020, the FASB issued ASU No.
 2020-01,
Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The new guidance addresses accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. ASU No.
 2020-01
is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2020; early adoption is permitted. ASU No.
 2020-01
is not expected to have a material impact on the Company’s financial condition or results of operations.
In November 2019, the FASB issued ASU No.
 2019-08,
Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements—Share-Based Consideration Payable to a Customer. ASU No.
 2019-08
requires companies to measure and classify (on the balance sheet) share-based payments to customers by applying the guidance in Topic 718, Compensation—Stock Compensation. As a result, the amount recorded as a reduction in revenue would be measured based on the grant-date fair value of the share-based payment. The amendments in this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2019. ASU No.
 2019-08
was adopted by United on January 1, 2020. The adoption did not have a material impact on the Company’s financial condition or results of operations.
In April 2019, the Financial Accounting Standards Board (FASB) issued ASU No.
 2019-04
“Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.” The amendments clarify the scope of the credit losses standard and address issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments. The amendments also address partial-term fair valued hedges, fair value hedge basis adjustments. The amendments to the credit losses and hedging standards have the same effective dates as those standards, unless an entity has already adopted the standards. The amendments to recognition and measurement guidance are effective for fiscal years beginning after December 15, 2019; early adoption is permitted. ASU No.
 2019-04
was adopted by United on January 1, 2020. The adoption did not have a material impact on the Company’s financial condition or results of operations.
In August 2018, the FASB issued ASU No.
 2018-14
“Compensation – Retirement Benefits—Defined Benefits – General (Topic
715-20):
Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans.” This update amends ASC Topic 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other post retirement plans. The ASU’s changes related to disclosures are part of the FASB’s disclosure framework project, which the FASB launched in 2014 to improve effectiveness of disclosures in notes to financial statements. ASU No.
 2018-14
is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2020; early adoption is permitted. ASU No.
 2018-14
is not expected to have a material impact on the Company’s financial condition or results of operations.
In August 2018, the FASB issued ASU No.
 2018-13
“Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” This amendment changes the fair value measurement disclosure requirements of ASC Topic 820 and is the result of a broader disclosure project called FASB Concepts Statement, Conceptual Framework for Financial Reporting – Chapter 8: Notes to Financial Statements, which was finalized in August 2018. ASU No.
 2018-13
is effective for all entities for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2019; early adoption is permitted for any eliminated or modified disclosure upon issuance of this ASU. ASU No.
 2018-13
was adopted by United on January 1, 2020 and did not have a material impact on the Company’s financial condition or results of operations.
In August 2017, the FASB issued ASU No.
 2017-12,
“Targeting Improvement to Accounting for Hedging Activities.” This ASU amends ASC 815 and its objectives are to improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities and reduce the complexity and simplify the application of hedge accounting by preparers. This ASU makes certain targeted improvements to simplify the application of the hedge accounting, including to derivative instruments as well as allow a
one-time
election to reclassify fixed-rate, prepayable debt securities from a held to maturity classification to an available for sale
 
10

Table of Contents
classification. ASU No.
 2017-12
is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. United adopted the standard on January 1, 2019 using the modified retrospective approach. As part of this adoption, the Company made a
one-time
election to transfer eligible HTM securities to the AFS category in order to optimize the investment portfolio management for capital and risk management considerations. The Company transferred HTM securities with a carrying amount of $11,544, which resulted in a decrease of $1,098 to AOCI.
In January 2017, the FASB issued ASU No.
 2017-04,
“Intangibles – Goodwill and Other (Topic 350).” ASU
2017-04
eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. ASU
2017-04
was adopted by United on January 1, 2020. The adoption of ASU
2017-04
did not have a material impact on the Company’s financial condition or results of operations.
In June 2016, the FASB issued ASU No.
 2016-13,
“Financial Instruments – Credit Losses.” ASU No.
 2016-13
changes the impairment model for most financial assets and certain other instruments that aren’t measured at fair value through net income. The standard replaces the “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost and require
s
entities to record allowances for available for sale debt securities rather than reduce the carrying amount under the current other-than-temporary impairment (OTTI) model. ASU No.
 2016-13
also simplifies the accounting model for purchased credit-impaired debt securities and loans. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. United engaged a third-party service provider to assist with the implementation of the new accounting standard. ASU No.
 2016-13
was adopted by United on January 1, 2020 using a modified retrospective approach. At the January 1, 2020 date of adoption, based on forecasts of macroeconomic conditions and exposures at that time, the aggregate impact to United was a net increase to the allowance for credit losses of $57,442 and a decrease to retained earnings of $44,331, with the difference being an adjustment to deferred tax assets. United has elected to
phase-in
the impact to retained earnings using a five-year transition provision, allowed by the Federal Reserve Board and other federal banking agencies in response to the coronavirus
(COVID-19)
pandemic, to delay for two years the full impact of ASU No.
 2016-13
on regulatory capital, followed by a three-year transition period. The adoption of ASU No.
 2016-13
had an insignificant impact on the Company’s held to maturity and available for sale securities portfolios.
In February 2016, the FASB issued ASU No.
 2016-02,
“Leases (Topic 842)”. ASU No.
 2016-02
includes a lessee accounting model that recognizes two types of leases, finance leases and operating leases, while lessor accounting will remain largely unchanged from the current GAAP. ASU No.
 2016-02
requires, amongst other things, that a lessee recognize on the balance sheet a
right-of-use
asset and a lease liability for leases with terms of more than twelve months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or operating lease. In July 2018, the FASB issued ASU No.
 2018-11
“Leases (Topic 842), Targeted Improvements.” This update creates an additional transition method, and a lessor practical expedient to not separate lease and
non-lease
components if specified criteria are met. The new transition method allows companies to use the effective date of the new leases standard as the date of initial application transition. Companies that elect this transition option will not adjust their comparative period financial information for the effect of ASC Topic 842, nor will they make the new required lease disclosure for periods before the effective date. In addition, these companies will carry forward their ASC Topic 840 disclosures for comparative periods. The practical expedient permits lessors to make an accounting policy election by class of underlying asset to not separate lease and
non-lease
components if specified criteria are met. In July 2018, the FASB issued ASU No.
 2018-10
“Codification Improvements to ASC Topic 842, Leases.” This update includes narrow amendments to clarify how to apply certain aspects of the new leases standard. The amendments address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. ASU
2018-10
does not make any substantive changes to the core provisions or principals of the new leases standard. United adopted
 
11

Table of Contents
the standard using the modified retrospective transition method on January 1, 2019. The Company evaluated and elected the package of practical expedients, which allows for existing leases to be accounted for consistent with current guidance, with the exception of the balance sheet recognition for lessees. The Company has also elected the practical expedient on not separating lease and nonlease components and instead treating them as a single lease component. Adoption of the standard resulted in the recognition of additional net lease assets and lease liabilities of $67,040 and $70,692, respectively, as of January 1, 2019. Of the difference between these two amounts, $1,049 was recorded as an adjustment to retained earnings.
2. MERGERS AND ACQUISITIONS
On May 1, 2020 (Acquisition Date), United completed its acquisition of Carolina Financial Corporation (Carolina Financial), a Delaware corporation headquartered in Charleston, South Carolina. Carolina Financial was merged with and into United (the Merger), pursuant to the terms of the Agreement and Plan of Merger, dated November 17, 2019, by and between United and Carolina Financial (the Merger Agreement). Upon completion of the Merger, Carolina Financial ceased to exist and United survived and continues to exist as a West Virginia corporation.
Under the terms of the Merger Agreement, each outstanding share of common stock of Carolina Financial, par value $1.00 per share (other than shares held by United or its subsidiaries, in each case except for shares held by them in a fiduciary capacity or in satisfaction of a debt previously contracted) were converted into the right to receive 1.13 shares of United common stock, par value $2.50 per share (United Common Stock). Also under the terms of the Merger Agreement, as of the effective time of the Merger, each outstanding Carolina Financial stock option, whether vested or unvested as of the date of the
Merger
Agreement, at such option holder’s election, (i) vested and converted into an option to acquire United common stock adjusted based on the 1.13 exchange ratio, or (ii) was entitled to receive cash consideration equal to the difference between (a) the option’s exercise price and (b) 
$28.99
,
the volume weighted average trading price of the Carolina Financial common stock on NASDAQ for the twenty full trading days ending on the second trading day immediately preceding the closing date (the CFC Closing Price) multiplied by the number of shares of Carolina Financial common stock subject to such stock option. Also, at the effective time of the Merger, each restricted stock grant, restricted stock unit grant or any other award of a share of Carolina Financial common stock subject to vesting, repurchase or other lapse restriction under a Carolina Financial stock plan (other than a stock option) (each, a Stock Award) that was outstanding immediately prior to the effective time of the Merger, fully vested in accordance with the terms of the Carolina Financial stock plan and at the election of the holder (i) converted into the right to receive shares of United common stock based on the 1.13 exchange ratio or (ii) converted into cash in an amount equal to the CFC Closing Price multiplied by the shares of Carolina Financial common stock subject to the Stock Award.
Immediately following the Merger, CresCom Bank, a wholly-owned subsidiary of Carolina Financial, merged with and into United Bank, a wholly-owned subsidiary of United (the Bank Merger). United Bank survived the Bank Merger and continues to exist as a Virginia banking corporation. The merger was accounted for under the acquisition method of accounting. The results of operations of Carolina Financial were not reflected in United’s results of operations for the first quarter of 2020, but will be included in the consolidated results of operations from the Acquisition Date.
The acquisition of Carolina Financial affords United the opportunity to expand its existing footprint in North Carolina and South Carolina. The
M
erger resulted in a combined company with more than 200 locations in some of the best banking markets in the United States. As of March 31, 2020, Carolina Financial had $4,801,787 in total assets, $3,188,962 in gross loans and $3,570,446 in deposits. Carolina Financial has banking locations in North Carolina and South Carolina. CresCom Bank owns and operates Crescent Mortgage Company, which is based in Atlanta, Georgia.
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Table of Contents
3. INVESTMENT SECURITIES
Securities Available for Sale
Securities held for indefinite periods of time are classified as available for sale and carried at estimated fair value. The amortized cost, estimated fair values, and allowance for credit losses of securities available for sale are summarized as follows.
                                         
 
March 31, 2020
 
 
 
 
Gross
 
 
Gross
 
 
Allowance
 
 
Estimated
 
 
Amortized
 
 
Unrealized
 
 
Unrealized
 
 
For Credit
 
 
Fair
 
 
Cost
 
 
Gains
 
 
Losses
 
 
Losses
 
 
Value
 
U.S. Treasury securities and obligations of U.S. Government corporations and agencies
  $
52,844
    $
1,169
    $
0
    $
0
    $
54,013
 
State and political subdivisions
   
313,164
     
6,786
     
2,145
     
0
     
317,805
 
Residential mortgage-backed securities
   
     
     
     
     
 
Agency
   
781,617
     
32,051
     
69
     
0
     
813,599
 
Non-agency
   
0
     
0
     
0
     
0
     
0
 
Commercial mortgage-backed securities
   
     
     
     
     
 
Agency
   
589,288
     
26,052
     
245
     
0
     
615,095
 
Asset-backed securities
   
283,501
     
0
     
21,565
     
0
     
261,936
 
Trust preferred collateralized debt obligations
   
6,047
     
0
     
1,863
     
0
     
4,184
 
Single issue trust preferred securities
   
18,203
     
167
     
2,686
     
0
     
15,684
 
Other corporate securities
   
339,557
     
1,781
     
6,133
     
0
     
335,205
 
                                         
Total
  $
2,384,221
    $
  68,006
    $
  34,706
    $
0
    $
2,417,521
 
                                         
 
 
 
 
 
 
 
 
 
                                         
 
December 31, 2019
 
 
 
 
Gross
 
 
Gross
 
 
Estimated
 
 
Cumulative
 
 
Amortized
 
 
Unrealized
 
 
Unrealized
 
 
Fair
 
 
OTTI in
 
 
Cost
 
 
Gains
 
 
Losses
 
 
Value
 
 
AOCI
(1)
 
U.S. Treasury securities and obligations of U.S. Government corporations and agencies
  $
58,127
    $
555
    $
6
    $
58,676
    $
  0
 
State and political subdivisions
   
272,014
     
3,644
     
3,296
     
272,362
     
0
 
Residential mortgage-backed securities
   
     
     
     
     
 
Agency
   
826,857
     
10,923
     
1,246
     
836,534
     
0
 
Non-agency
   
3,429
     
404
     
0
     
3,833
     
86
 
Commercial mortgage-backed securities
   
     
     
     
     
 
Agency
   
609,461
     
8,319
     
2,807
     
614,973
     
0
 
Asset-backed securities
   
284,390
     
0
     
8,251
     
276,139
     
0
 
Trust preferred collateralized debt obligations
   
6,045
     
0
     
1,342
     
4,703
     
842
 
Single issue trust preferred securities
   
18,196
     
170
     
1,592
     
16,774
     
0
 
Other corporate securities
   
348,405
     
4,897
     
0
     
353,302
     
0
 
                                         
Total
  $
2,426,924
    $
  28,912
    $
  18,540
    $
2,437,296
    $
  928
 
                                         
 
 
 
 
 
 
 
 
 
(1)
Non-credit
related other-than-temporary impairment in accumulated other comprehensive income. Amounts are
before-tax.
 
 
 
 
 
 
 
 
 
United has made a policy election to exclude accrued interest from the amortized cost basis of
available-for-sale
debt securities and report accrued interest separately in “Accrued interest receivable” in the consolidated balance sheets.
Available-for-sale
debt securities are placed on
non-accrual
status when we no longer expect to receive all contractual amounts due, which is generally at 90 days past due. Accrued interest receivable is reversed against interest income
 
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Table of Contents
when a security is placed on
non-accrual
status.
 
Accordingly, we do not recognize an allowance for credit loss against accrued interest receivable. The table above excludes accrued interest receivable of $9,550 and $9,890 at March 31, 2020 and December 31, 2019, respectively, that is recorded in “Accrued interest receivable.”
The following is a summary of securities available for sale which were in an unrealized loss position at March 31, 2020 and December 31, 2019.
                                                   
 
Less than 12 months
   
12 months or longer
   
Total
 
 
Fair
 
 
Unrealized
 
 
Fair
 
 
Unrealized
 
 
Fair
 
 
Unrealized
 
 
Value
 
 
Losses
 
 
Value
 
 
Losses
 
 
Value
 
 
Losses
 
March 31, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. Government corporations and agencies
  $  
0
    $
0
    $
0
    $
0
    $
0
    $
0
 
State and political subdivisions
     
72,140
     
2,141
     
384
     
4
     
72,524
     
2,145
 
Residential mortgage-backed securities
     
     
     
     
     
     
 
Agency
     
4,350
     
69
     
0
     
0
     
4,350
     
69
 
Non-agency
     
0
     
0
     
0
     
0
     
0
     
0
 
Commercial mortgage-backed securities
     
     
     
     
     
     
 
Agency
     
33,183
     
233
     
9,602
     
12
     
42,785
     
245
 
Asset-backed securities
     
16,708
     
1,112
     
245,228
     
20,453
     
261,936
     
21,565
 
Trust preferred collateralized debt obligations
     
2,434
     
1,113
     
1,750
     
750
     
4,184
     
1,863
 
Single issue trust preferred securities
     
0
     
0
     
12,471
     
2,686
     
12,471
     
2,686
 
Other corporate securities
     
204,878
     
6,133
     
0
     
0
     
204,878
     
6,133
 
                                                   
Total
  $
 
  333,693
    $
  10,801
    $
269,435
    $
23,905
    $
603,128
    $
34,706
 
                                                   
 
 
 
 
 
 
 
 
 
                                                 
 
Less than 12 months
   
12 months or longer
   
Total
 
 
Fair
 
 
Unrealized
 
 
Fair
 
 
Unrealized
 
 
Fair
 
 
Unrealized
 
 
Value
 
 
Losses
 
 
Value
 
 
Losses
 
 
Value
 
 
Losses
 
December 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. Government corporations and agencies
  $
1,415
    $
6
    $
0
    $
0
    $
1,415
    $
6
 
State and political subdivisions
   
144,307
     
3,291
     
885
     
5
     
145,192
     
3,296
 
Residential mortgage-backed securities
   
     
     
     
     
     
 
Agency
   
108,072
     
502
     
71,736
     
744
     
179,808
     
1,246
 
Non-agency
   
0
     
0
     
0
     
0
     
0
     
0
 
Commercial mortgage-backed securities
   
     
     
     
     
     
 
Agency
   
173,039
     
2,676
     
45,251
     
131
     
218,290
     
2,807
 
Asset-backed securities
   
135,174
     
3,252
     
140,965
     
4,999
     
276,139
     
8,251
 
Trust preferred collateralized debt obligations
   
2,703
     
842
     
2,000
     
500
     
4,703
     
1,342
 
Single issue trust preferred securities
   
0
     
0
     
13,562
     
1,592
     
13,562
     
1,592
 
Other corporate securities
   
0
     
0
     
0
     
0
     
0
     
0
 
                                                 
Total
  $
564,710
    $
  10,569
    $
274,399
    $
  7,971
    $
839,109
    $
18,540
 
                                                 
 
 
 
 
 
 
The following table shows the proceeds from maturities, sales and calls of available for sale securities and the gross realized gains and losses on sales and calls of those securities that have been included in earnings as a result of any sales and calls. Gains or losses on sales and calls of available for sale securities were recognized by the specific identification method. The realized losses relate to sales of securities within a rabbi trust for the payment of benefits under a deferred compensation plan for certain key officers and its subsidiaries
.
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Table of Contents
                 
 
Three Months Ended
March 31
 
 
2020
 
 
2019
 
Proceeds from sales and calls
  $
132,926
    $
196,331
 
Gross realized gains
   
253
     
15
 
Gross realized losses
   
79
     
364
 
 
 
 
At March 31, 2020, gross unrealized losses on available for sale securities were $34,706 on 133 securities of a total portfolio of 637 available for sale securities. Securities with the most significant gross unrealized losses at March 31, 2020 consisted primarily of asset-backed securities, corporate securities, and single issue trust preferred securities. The asset-backed securities are backed by Federal Family Education Loan Program (FFELP) student loan collateral which includes a minimum of a 97% government repayment guaranty, as well as additional credit support and subordination in excess of the government guaranteed portion. The corporate securities mainly consist of debt issuances of corporations representing a variety of industries, including financial
institutions. The single issue trust preferred securities relate to securities of financial institutions.
In determining whether or not a security is impaired, management considered the severity of the loss in conjunction with United’s positive intent and the more likely than not ability to hold these securities to recovery of their cost basis or maturity.
State and political subdivisions
United’s state and political subdivisions portfolio relates to securities issued by various municipalities located throughout the United States. The total amortized cost of available for sale state and political subdivision securities was $313,164 at March 31, 2020. As of March 31, 2020, approximately 66% of the portfolio was supported by the general obligation of the issuing municipality, which allows for the securities to be repaid by any means available to the municipality. The majority of the portfolio was rated AA or higher, and no securities within the portfolio were rated below investment grade as of March 31, 2020. In addition to monitoring the credit ratings of these securities, management also evaluates the financial performance of the underlying issuers on an ongoing basis. Based upon management’s analysis and judgment, it was determined that none of the state and political subdivision securities were impaired at March 31, 2020.
Agency mortgage-backed securities
United’s agency mortgage-backed securities portfolio relates to securities issued by Fannie Mae, Freddie Mac, and Ginnie Mae. The total amortized cost of available for sale agency mortgage-backed securities was $1,370,905 at March 31, 2020. Of the $1,370,905 amount, $589,288 was related to agency commercial mortgage-backed securities and $781,617 was related to agency residential mortgage-backed securities. Each of the agency mortgage-backed securities provides a guarantee of full and timely payments of principal and interest by the issuing agency. Based upon management’s analysis and judgment, it was determined that none of the agency mortgage-backed securities were impaired at March 31, 2020.
Single issue trust preferred securities
The majority of United’s single issue trust preferred portfolio consists of obligations from large cap banks (i.e. banks with market capitalization in excess of $10 billion). All single issue trust preferred securities are currently receiving interest payments. The amortized cost of available for sale single issue trust preferred securities as of March 31, 2020 consisted of $11,489 in investment grade bonds, $977 in split rated bonds, and $5,737 in unrated bonds. Management reviews each issuer’s current and projected earnings trends, asset quality, capitalization levels, and other key factors. Upon completing the review for the first quarter of 2020, it was determined that none of the single issue trust preferred securities were impaired.
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Table of Contents
Trust preferred collateralized debt obligations (Trup Cdos)
The total amortized cost balance of United’s Trup Cdo portfolio was $6,047 as of March 31, 2020. For any securities in an unrealized loss position, the Company first assesses its intentions regarding any sale of securities as well as the likelihood that it would be required to sell prior to recovery of the amortized cost. As of March 31, 2020, the Company has determined that it does not intend to sell any Trup Cdo and that it is not more likely than not that the Company will be required to sell such securities before recovery of their amortized cost.
To determine a net realizable value and assess whether impairment existed, management performed detailed cash flow analysis to determine whether, in management’s judgment, it was more likely that United would not recover the entire amortized cost basis of the security. Based on this review, management does not believe any individual security with an unrealized loss as of March 31, 2020 is impaired.
Corporate securities
As of March 31, 2020, United’s Corporate securities portfolio had a total amortized cost balance of $339,557. The majority of the portfolio consisted of debt issuances of corporations representing a variety of industries, including financial institutions. Of the $339,557, 90% was investment grade rated and 10% was unrated. For corporate securities, management has evaluated the near-term prospects of the investment in relation to the severity of any
unre
alized loss
. Based upon management’s analysis and judgment, it was determined that none of the other corporate securities were impaired at March 31, 2020.
The amortized cost and estimated fair value of securities available for sale at March 31, 2020 and December 31, 2019 by contractual maturity are shown as follows. Expected maturities may differ from contractual maturities because the issuers may have the right to call or prepay obligations without penalties.
                                 
 
March 31, 2020
   
December 31, 2019
 
 
 
 
Estimated
 
 
 
 
Estimated
 
 
Amortized
 
 
Fair
 
 
Amortized
 
 
Fair
 
 
Cost
 
 
Value
 
 
Cost
 
 
Value
 
Due in one year or less
  $
122,497
    $
123,365
    $
92,422
    $
92,473
 
Due after one year through five years
   
504,918
     
510,917
     
583,715
     
592,850
 
Due after five years through ten years
   
563,239
     
583,625
     
564,922
     
568,241
 
Due after ten years
   
1,193,567
     
1,199,614
     
1,185,865
     
1,183,732
 
                                 
Total
  $
2,384,221
    $
2,417,521
    $
2,426,924
    $
2,437,296
 
                                 
 
 
 
 
 
Equity securities at fair value
Equity securities consist mainly of equity securities of financial institutions and mutual funds within a rabbi trust for the payment of benefits under a deferred compensation plan for certain key officers of United and its subsidiaries. The fair value of United’s equity securities was $9,013 at March 31, 2020 and $8,894 at December 31, 2019.
                 
 
Three Months Ended
March 31, 2020
 
 
Three Months Ended
March 31, 2019
 
Net gains (losses) recognized during the period
  $
22
    $
  189
 
Net gains (losses) recognized during the period on equity securities sold
   
6
     
132
 
Unrealized gains recognized during the period on equity securities still held at period end
   
71
     
58
 
Unrealized losses recognized during the period on equity securities still held at period end
   
(55
)    
(1
)
 
 
 
 
 
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Table of Contents
Other investment securities
During the first quarter of 2020, United evaluated all of its cost method investments to determine if certain events or changes in circumstances during the first quarter of 2020 had a significant adverse effect on the fair value of any of its cost method securities. United determined that there was no individual security that experienced an adverse event during the first quarter. There were no other events or changes in circumstances during the first quarter which would have an adverse effect on the fair value of its cost method securities.
The carrying value of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes as required or permitted by law, approximated $2,098,167 and $1,540,717 at March 31, 2020 and December 31, 2019, respectively.
4. LOANS
Major classes of loans are as follows:
 
March 31,
2020
 
 
December 31,
2019
 
Commercial, financial and agricultural:
   
     
 
Owner-occupied commercial real estate
  $
1,182,994
    $
1,201,652
 
Nonowner-occupied commercial real estate
   
4,070,729
     
3,965,960
 
Other commercial loans
   
2,505,552
     
2,285,037
 
                 
Total commercial, financial & agricultural
   
7,759,275
     
7,452,649
 
Residential real estate
   
3,668,356
     
3,686,401
 
Construction & land development
   
1,236,169
     
1,408,205
 
Consumer:
   
     
 
Bankcard
   
9,083
     
10,074
 
Other consumer
   
1,183,400
     
1,156,219
 
                 
Total gross loans
  $
13,856,283
    $
13,713,548
 
                 
The table above does not include loans held for sale of $503,514 and $387,514 at March 31, 2020 and December 31, 2019, respectively. Loans held for sale consist of single-family residential real estate loans originated for sale in the secondary market.
United’s subsidiary bank has made loans to the directors and officers of United and its subsidiaries, and to their affiliates. The aggregate dollar amount of these loans was $39,404 and $38,558 at March 31, 2020 and December 31, 2019, respectively.
5. CREDIT QUALITY
Management monitors the credit quality of its loans on an ongoing basis. Measurement of delinquency and past due status are based on the contractual terms of each loan. United considers a loan to be past due when it is 30 days or more past its contractual payment due date.
 
For all loan classes, past due loans are reviewed on a monthly basis to identify loans for nonaccrual status. Generally, when collection in full of the principal and interest is jeopardized, the loan is placed on nonaccrual status. The accrual of interest income on commercial and most consumer loans generally is discontinued when a loan becomes 90 to 120 days past due as to principal or interest. However, regardless of delinquency status, if a loan is fully secured and in the process of collection and resolution of collection is expected in the near term (generally less than 90 days), then the loan will not be placed on nonaccrual status. When interest accruals are discontinued, unpaid interest recognized in income in the current year is reversed, and unpaid interest accrued in prior years is charged to the allowance for credit losses. United’s method of income recognition for loans that are classified as nonaccrual is to recognize interest income on a cash basis or apply the cash receipt to principal when the ultimate collectibility of principal is in doubt. Nonaccrual loans will not normally be returned to accrual status unless all past due principal and interest has been paid and the borrower has evidenced their ability to meet the contractual provisions of the note.
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Table of Contents
A loan is categorized as a troubled debt restructuring (TDR) if a concession is granted and there is deterioration in the financial condition of the borrower. TDRs can take the form of a reduction of the stated interest rate, splitting a loan into separate loans with market terms on one loan and concessionary terms on the other loan, receipts of assets from a debtor in partial or full satisfaction of a loan, the extension of the maturity date or dates at a stated interest rate lower than the current market rate for new debt with similar risk, the reduction of the face amount or maturity amount of the debt as stated in the instrument or other agreement, the reduction of accrued interest or any other concessionary type of renegotiated debt. Under United’s current loan policy, a loan is not recognized as a TDR until it becomes probable that the loan will be a TDR. In response to the coronavirus
(COVID-19)
pandemic and its economic impact on our customers, United has implemented a short-term modification program that complies with the Coronavirus Aid, Relief, and Economic Security (CARES) Act to provide temporary payment relief to those borrowers directly impacted by
COVID-19
who were not more than 30 days past due as of December 31, 2019. This program allows for a deferral of payments for 90 days, which we may extend for an additional 90 days, for a maximum of 180 days. As provided for under the CARES Act, these loan modifications are exempt by law from classification as a TDR as defined by GAAP, from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on which the national emergency concerning the
COVID-19
outbreak declared by President Trump terminates.
As of March 31, 2020, United had TDRs of $61,470 as compared to
 
$
58,369
as of December 31, 2019. Of the $
61,470
aggregate balance of TDRs at March 31, 2020, $
51,775
was on
nonaccrual
and $
1,143
was
30-89
days past due. Of the $
58,369
aggregate balance of TDRs at December 31, 2019, $
48,387
was on
nonaccrual
and $
902
was
30-89
days past due. All these amounts are included in the appropriate categories in the “Age Analysis of Past Due Loans” table on a subsequent page. As of March 31, 2020, there were commitments to lend additional funds of $
162
to a debtor owing receivables whose terms have been modified in TDRs. During the first three months of 2020, $
73
was advanced to this debtor under a loan that had been previously modified. At March 31, 2020, United had restructured loans in the amount of $
9,054
that were modified by a reduction in the interest rate, $
1,727
that were modified by a combination of a reduction in the interest rate and the principal and $
50,689
that were modified by a change in terms.
The following table sets forth United’s troubled debt restructurings that were restructured during the three months ended March 31, 2020 and 2019, segregated by class of loans.
 
Troubled Debt Restructurings
 
 
For the Three Months Ended
 
 
March 31, 2020
   
March 31, 2019
 
 
Number of
Contracts
 
 
Pre-

Modification
Outstanding
Recorded
Investment
 
 
Post-
Modification
Outstanding
Recorded
Investment
 
 
Number of
Contracts
 
 
Pre-

Modification
Outstanding
Recorded
Investment
 
 
Post-
Modification
Outstanding
Recorded
Investment
 
Commercial real estate:
   
     
     
     
     
     
 
Owner-occupied
   
3
    $
7,951
    $
7,827
     
0
    $
0
    $
0
 
Nonowner-occupied
   
0
     
0
     
0
     
0
     
0
     
0
 
Other commercial
   
4
     
498
     
392
     
1
     
265
     
265
 
Residential real estate
   
0
     
0
     
0
     
1
     
413
     
409
 
Construction & land
development
   
3
     
2,045
     
2,032
     
0
     
0
     
0
 
Consumer:
   
     
     
     
     
     
 
Bankcard
   
0
     
0
     
0
     
0
     
0
     
0
 
Other consumer
   
0
     
0
     
0
     
0
     
0
     
0
 
                                                 
Total
   
10
    $
  10,494
    $
  10,251
     
2
    $
  678
    $
  674
 
                                                 
 
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Table of Contents
During the first quarter of 2020, $7,409 of restructured loans were modified by a reduction in the interest rate and $2,842 of restructured loans were modified by a change in terms. During the first quarter of 2019, $265 of restructured loans were modified by a reduction in the interest rate and $409 of restructured loans were modified by a change in terms. In some instances, the post-modification balance on the restructured loans is larger than the
pre-modification
balance due to the advancement of monies for items such as delinquent taxes on real estate property. The loans were evaluated individually for allocation within United’s allowance for loan losses. The modifications had an immaterial impact on the financial condition and results of operations for United.
No loans restructured during the twelve-month periods ended March 31, 2020 and 2019 subsequently defaulted, resulting in
 
a principal
charge-off
during the first quarters of 2020 and 2019.
The following table sets forth United’s age analysis of its past due loans, segregated by class of loans:
 
Age Analysis of Past Due Loans
As of March 31, 2020
 
 
30-89

Days
Past Due
 
 
90 Days or
more Past
Due
 
 
Total Past
Due
 
 
Current &
Other
 
 
Total
Financing
Receivables
 
 
90 Days or
More Past
Due
& Accruing
 
Commercial real estate:
   
     
     
     
     
     
 
Owner-occupied
  $
20,258
    $
  21,284
    $
  41,542
    $
  1,141,452
    $
  1,182,994
    $
  957
 
Nonowner-occupied
   
5,209
     
16,249
     
21,458
     
4,049,271
     
4,070,729
     
592
 
Other commercial
   
8,433
     
43,515
     
51,948
     
2,453,604
     
2,505,552
     
175
 
Residential real estate
   
32,769
     
22,130
     
54,899
     
3,613,457
     
3,668,356
     
3,883
 
Construction & land development
   
4,297
     
17,924
     
22,221
     
1,213,948
     
1,236,169
     
0
 
Consumer:
   
     
     
     
     
     
 
Bankcard
   
415
     
157
     
572
     
8,511
     
9,083
     
158
 
Other consumer
   
12,327
     
1,603
     
13,930
     
1,169,470
     
1,183,400
     
1,286
 
                                                 
Total
  $
83,708
    $
122,862
    $
206,570
    $
13,649,713
    $
13,856,283
    $
7,051
 
                                                 
Age Analysis of Past Due Loans
As of December 31, 2019
 
   
30-89

Days
Past Due
 
 
90 Days or
more Past
Due
 
 
Total Past
Due
 
 
Current &
Other (1)
 
 
Total
Financing
Receivables
 
 
90 Days or
More Past
Due &
Accruing
 
Commercial real estate:
   
     
     
     
     
     
 
Owner-occupied
  $
8,878
    $
11,209
    $
20,087
    $
1,181,565
    $
1,201,652
    $
544
 
Nonowner-occupied
   
6,318
     
16,129
     
22,447
     
3,943,513
     
3,965,960
     
471
 
Other commercial
   
5,238
     
51,541
     
56,779
     
2,228,258
     
2,285,037
     
668
 
Residential real estate
   
31,727
     
24,343
     
56,070
     
3,630,331
     
3,686,401
     
6,256
 
Construction & land development
   
2,219
     
16,043
     
18,262
     
1,389,943
     
1,408,205
     
0
 
Consumer:
   
     
     
     
     
     
 
Bankcard
   
445
     
218
     
663
     
9,411
     
10,074
     
218
 
Other consumer
   
10,991
     
1,607
     
12,598
     
1,143,621
     
1,156,219
     
1,337
 
                                                 
Total
  $
65,816
    $
121,090
    $
186,906
    $
13,526,642
    $
13,713,548
    $
9,494
 
                                                 
(1) Other includes loans with a recorded investment of $96,004 acquired and accounted for under ASC Topic
310-30
“Loans and Debt Securities Acquired with Deteriorated Credit Quality”.
 
19

Table of Contents
The following table sets forth United’s nonaccrual loans, segregated by class of loans:
 
At March 31, 2020
   
At December 31,
2019
 
 
Interest Income
Recognized
 
   
Nonaccruals
 
 
With No
Related
Allowance
for Credit
Losses
 
 
90 Days or
More Past
Due &
Accruing
 
 
Nonaccruals
 
 
For The Three
Months Ended
March 31, 2020
 
Commercial Real Estate:
   
     
     
     
     
 
Owner-occupied
  $
20,327
    $
16,318
    $
957
    $
10,665
    $
0
 
Nonowner-occupied
   
15,657
     
5,815
     
592
     
15,658
     
0
 
Other Commercial
   
43,341
     
22,992
     
175
     
50,873
     
0
 
Residential Real Estate
   
18,246
     
13,326
     
3,883
     
18,087
     
0
 
Construction
   
17,924
     
17,924
     
0
     
16,043
     
0
 
Consumer:
   
     
     
     
     
 
Bankcard
   
0
     
0
     
158
     
0
     
0
 
Other consumer
   
316
     
316
     
1,286
     
270
     
0
 
                                         
T
otal
  $
115,811
    $
76,691
    $
7,051
    $
111,596
    $
0
 
                                         
For the adoption of ASU
2016-13,
United elected the practical expedient to measure expected credit losses on collateral dependent loans based on the difference between the loan’s amortized cost and the collateral’s fair value, adjusted for selling costs. The following table presents the amortized cost basis of collateral-dependent loans in which repayment is expected to be derived substantially through the operation or sale of the collateral and where the borrower is experiencing financial difficulty, by class of loans as of March 31, 2020:
                                                 
 
Collateral Dependent Loans
 
 
At March 31, 2020
 
 
Residential
Property
 
 
Business
Assets
 
 
Land
 
 
Commercial
Property
 
 
Other
 
 
Total
 
Commercial real estate:
   
     
     
     
     
     
 
Owner-occupied
  $
1,589
    $
84
    $
0
    $
18,195
    $
27,622
    $
47,490
 
Nonowner-occupied
   
11,542
     
0
     
3,013
     
9,461
     
12,619
     
36,635
 
Other commercial
   
5,569
     
42,928
     
0
     
0
     
2,250
     
50,747
 
Residential real estate
   
24,376
     
278
     
256
     
0
     
819
     
25,729
 
Construction & land development
   
10,193
     
0
     
21,145
     
0
     
740
     
32,078
 
Consumer:
   
     
     
     
     
     
 
Bankcard
   
0
     
0
     
0
     
0
     
0
     
0
 
Other consumer
   
0
     
0
     
0
     
0
     
0
     
0
 
                                                 
Total
  $
53,269
    $
47,886
    $
24,414
    $
27,656
    $
44,529
    $
192,679
 
                                                 
 
 
 
 
 
 
 
 
United categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt: current financial information, historical payment experience, credit documentation, underlying collateral (if any), public information and current economic trends, among other factors.
United uses the following definitions for risk ratings:
  Pass
 
 
 
 
 
 
 
 
  Special Mention
 
 
 
 
 
 
 
 
  Substandard
 
 
 
 
 
 
 
 
  Doubtful
 
 
 
 
20

Table of Contents
For United’s loans with a corporate credit exposure, United analyzes loans individually to classify the loans as to credit risk. Review and analysis of criticized (special mention-rated loans in the amount of $1,000 or greater) and classified (substandard-rated and worse in the amount of $500 and greater) loans is completed once per quarter. Review of notes with committed exposure of $2,000 or greater is completed at least annually. For loans with a consumer credit exposure, United internally assigns a grade based upon an individual loan’s delinquency status. United reviews and updates, as necessary, these grades on a quarterly basis.
Special mention loans, with a corporate credit exposure, have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loans or in the Company’s credit position at some future date. Borrowers may be experiencing adverse operating trends (declining revenues or margins) or an ill proportioned balance sheet (e.g., increasing inventory without an increase in sales, high leverage, tight liquidity). Adverse economic or market conditions, such as interest rate increases or the entry of a new competitor, may also support a special mention rating. Nonfinancial reasons for rating a credit exposure special mention include management problems, pending litigation, an ineffective loan agreement or other material structural weakness, and any other significant deviation from prudent lending practices. For loans with a consumer credit exposure, loans that are past due
30
-89 days are generally considered special mention.
A substandard loan with a corporate credit exposure is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt by the borrower. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. They require more intensive supervision by management. Substandard loans are generally characterized by current or expected unprofitable
 
operations, inadequate debt service coverage, inadequate liquidity, or marginal capitalization. Repayment may depend on collateral or other credit risk
mitigants
. For some substandard loans, the likelihood of full collection of interest and principal may be in doubt and thus, placed on
nonaccrual
. For loans with a consumer credit exposure, loans that are 90 days or more past due or that have been placed on
nonaccrual
are considered substandard.
A loan with corporate credit exposure is classified as doubtful if it has all the weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection in full, on the basis of currently existing facts, conditions, and values, highly questionable. A doubtful loan has a high probability of total or substantial loss, but because of specific pending events that may strengthen the loan, its classification as loss is deferred. Doubtful borrowers are usually in default, lack adequate liquidity or capital, and lack the resources necessary to remain an operating entity. Pending events can include mergers, acquisitions, liquidations, capital injections, the perfection of liens on additional collateral, the valuation of collateral, and refinancing. Generally, there are not any loans with a consumer credit exposure that are classified as doubtful. Usually, they are
charged-off
prior to such a classification.
Based on the most recent analysis performed, the risk category of loans by class of loans is as follows:
 
                                                                         
Commercial Real Estate – Owner-occupied
 
 
 
 
Revolving
loans
converted to
term loans
 
 
 
 
   
Term Loans
   
Revolving loans
amortized cost
basis
 
Total
 
 
 
Origination Year
   
As of March 31, 2020
 
2020
 
 
2019
 
 
2018
 
 
2017
 
 
2016
 
 
Prior
 
Internal Risk Grade:
   
     
     
     
     
     
     
     
     
 
Pass
  $
24,114
    $
107,630
    $
92,116
    $
160,376
    $
248,977
    $
457,412
    $
20,634
    $
0
    $
1,111,259
 
Special Mention
   
0
     
0
     
1,630
     
0
     
0
     
13,301
     
0
     
541
     
15,472
 
Substandard
   
0
     
0
     
0
     
1,937
     
4,411
     
48,403
     
1,013
     
147
     
55,911
 
Doubtful
   
0
     
0
     
0
     
0
     
0
     
352
     
0
     
0
     
352
 
                                                                         
Total
  $
24,114
    $
107,630
    $
93,746
    $
162,313
    $
253,388
    $
519,468
    $
21,647
    $
688
    $
1,182,994
 
                                                                         
Current-period charge-offs
   
0
     
0
     
0
     
0
     
0
     
(179
)    
0
     
0
     
(179
)
Current-period recoveries
   
0
     
0
     
0
     
0
     
0
     
66
     
0
     
0
     
66
 
                                                                         
Current-period net charge-offs
  $
0
    $
0
    $
0
    $
0
    $
0
    $
(113
)   $
0
    $
0
    $
(113
)
                                                                         
 
 
 
 
21

Table of Contents
                                                                         
Commercial Real Estate – Nonowner-occupied
 
 
 
 
Revolving
loans
converted to
term loans
 
 
 
 
   
Term Loans
   
Revolving loans
amortized cost
basis
 
Total
 
 
 
Origination Year
   
As of March 31, 2020
 
2020
 
 
2019
 
 
2018
 
 
2017
 
 
2016
 
 
Prior
 
Internal Risk Grade:
   
     
     
     
     
     
     
     
     
 
Pass
  $
175,412
    $
526,289
    $
504,087
    $
474,727
    $
454,319
    $
1,718,979
    $
119,023
    $
2,125
    $
3,974,961
 
Special Mention
   
0
     
354
     
0
     
593
     
7,873
     
30,104
     
0
     
195
     
39,119
 
Substandard
   
73
     
287
     
2,318
     
2,233
     
3,724
     
48,014
     
0
     
0
     
56,649
 
Doubtful
   
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
 
                                                                         
Total
  $
175,485
    $
526,930
    $
506,405
    $
477,553
    $
465,916
    $
1,797,097
    $
119,023
    $
2,320
    $
4,070,729
 
                                                                         
Current-period charge-offs
   
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
 
Current-period recoveries
   
0
     
0
     
0
     
0
     
0
     
585
     
0
     
0
     
585
 
                                                                         
Current-period net charge-offs
  $
0
    $
0
    $
0
    $
0
    $
0
    $
585
    $
0
    $
0
    $
585
 
                                                                         
 
 
 
 
 
 
 
 
                                                                         
Other commercial
 
 
 
 
Revolving
loans
converted to
term loans
 
 
 
 
   
Term Loans
   
Revolving loans
amortized cost
basis
 
Total
 
 
 
Origination Year
   
As of March 31, 2020
 
2020
 
 
2019
 
 
2018
 
 
2017
 
 
2016
 
 
Prior
 
Internal Risk Grade:
   
     
     
     
     
     
     
     
     
 
Pass
  $
80,015
    $
426,277
    $
153,721
    $
115,704
    $
141,051
    $
315,257
    $
1,120,009
    $
3,155
    $
2,355,189
 
Special Mention
   
0
     
207
     
178
     
562
     
223
     
20,268
     
45,814
     
447
     
67,699
 
Substandard
   
0
     
883
     
238
     
473
     
12,359
     
51,763
     
16,324
     
398
     
82,438
 
Doubtful
   
0
     
0
     
0
     
0
     
0
     
226
     
0
     
0
     
226
 
                                                                         
Total
  $
80,015
    $
427,367
    $
154,137
    $
116,739
    $
153,633
    $
387,514
    $
1,182,147
    $
4,000
    $
2,505,552
 
                                                                         
Current-period charge-offs
   
0
     
0
     
(783
)    
0
     
(6
)    
(4,899
)    
0
     
0
     
(5,688
)
Current-period recoveries
   
0
     
42
     
2
     
2
     
21
     
248
     
0
     
0
     
315
 
                                                                         
Current-period net charge-offs
  $
0
    $
42
    $
(781
)   $
2
    $
15
    $
(4,651
)   $
0
    $
0
    $
(5,373
)
                                                                         
 
 
 
 
 
                                                                         
Residential Real Estate
   
 
 
Revolving
loans
converted to
term loans
 
   
 
   
Term Loans
   
Revolving loans
amortized cost
basis
 
Total
 
   
Origination Year
   
As of March 31, 2020
 
2020
 
 
2019
 
 
2018
 
 
2017
 
 
2016
 
 
Prior
 
Internal Risk Grade:
   
     
     
     
     
     
     
     
     
 
Pass
  $
139,674
    $
651,932
    $
844,180
    $
306,882
    $
285,593
    $
984,456
    $
410,625
    $
4,334
    $
3,627,676
 
Special Mention
   
0
     
0
     
0
     
950
     
2,364
     
6,255
     
316
     
0
     
9,885
 
Substandard
   
0
     
226
     
444
     
1,350
     
5,676
     
22,159
     
568
     
239
     
30,662
 
Doubtful
   
0
     
0
     
0
     
0
     
0
     
133
     
0
     
0
     
133
 
                                                                         
Total
  $
139,674
    $
652,158
    $
844,624
    $
309,182
    $
293,633
    $
1,013,003
    $
411,509
    $
4,573
    $
3,668,356
 
                                                                         
Current-period charge-offs
   
0
     
0
     
0
     
0
     
(1
)    
(366
)    
0
     
0
     
(367
)
Current-period recoveries
   
0
     
0
     
0
     
100
     
0
     
42
     
0
     
0
     
142
 
                                                                         
Current-period net charge-offs
  $
0
    $
0
    $
0
    $
100
    $
(1
)   $
(324
)   $
0
    $
0
    $
(225
)
                                                                         
 
 
 
 
 
 
 
 
 
 
                                                                         
Construction and Land Development
 
 
 
 
Revolving
loans
converted to
term loans
 
 
 
 
   
Term Loans
   
Revolving loans
amortized cost
basis
 
Total
 
   
Origination Year
   
As of March 31, 2020
 
2020
 
 
2019
 
 
2018
 
 
2017
 
 
2016
 
 
Prior
 
Internal Risk Grade:
   
     
     
     
     
     
     
     
     
 
Pass
  $
31,492
    $
427,055
    $
322,610
    $
152,800
    $
114,928
    $
 
 
 
 
 
 
48,210
    $
77,474
    $
145
    $
1,174,714
 
Special Mention
   
0
     
0
     
0
     
0
     
0
     
2,057
     
985
     
0
     
3,042
 
Substandard
   
0
     
1,010
     
980
     
0
     
0
     
32,001
     
24,422
     
0
     
58,413
 
Doubtful
   
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
 
                                                                         
Total
  $
31,492
    $
428,065
    $
323,590
    $
152,800
    $
114,982
    $
82,268
    $
102,881
    $
145
    $
1,236,169
 
                                                                         
Current-period charge-offs
   
0
     
0
     
0
     
0
     
0
     
(1,744
)    
0
     
0
     
(1,744
)
Current-period recoveries
   
0
     
0
     
0
     
0
     
0
     
844
     
0
     
0
     
844
 
                                                                         
Current-period net charge-offs
  $
0
    $
0
    $
0
    $
0
    $
0
    $
(900
)   $
0
    $
0
    $
(900
)
                                                                         
 
 
 
 
 
22

Table of Contents
Bankcard
 
 
 
 
Revolving
loans
converted to
term loans
 
 
 
 
   
Term Loans
   
Revolving loans
amortized cost
basis
 
Total
 
   
Origination Year
   
As of March 31, 2020
 
2020
 
 
2019
 
 
2018
 
 
2017
 
 
2016
 
 
Prior
 
Internal Risk Grade:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pass
 
$
           
0
 
 
$
           
0
 
 
$
           
0
 
 
$
           
0
 
 
$
           
0
 
 
$
           
0
 
 
$
8,511
 
 
$
0
 
 
$
         
8,511
 
Special Mention
 
 
0
 
 
 
0
 
 
 
0
 
 
 
0
 
 
 
0
 
 
 
0
 
 
 
414
 
 
 
0
 
 
 
414
 
Substandard
   
0
     
0
     
0
     
0
     
0
     
0
     
158
     
0
     
158
 
Doubtful
   
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
 
                                                                         
Total
  $
0
    $
0
    $
0
    $
0
    $
0
    $
0
    $
9,083
    $
0
    $
9,083
 
                                                                         
Current-period charge-offs
   
0
     
0
     
0
     
0
     
0
     
0
     
(46
)    
0
     
(46
)
Current-period recoveries
   
0
     
0
     
0
     
0
     
0
     
0
     
6
     
0
     
6
 
                                                                         
Current-period net charge-offs
  $
0
    $
0
    $
0
    $
0
    $
0
    $
0
    $
(40
)   $
0
    $
(40
)
                                                                         
 
 
 
 
 
 
 
 
 
 
Other Consumer
 
 
 
 
Revolving
loans
converted to
term loans
 
 
 
 
   
Term Loans
   
Revolving loans
amortized cost
basis
 
Total
 
   
Origination Year
   
As of March 31, 2020
 
2020
 
 
2019
 
 
2018
 
 
2017
 
 
2016
 
 
Prior
 
Internal Risk Grade:
   
     
     
     
     
     
     
     
     
 
Pass
  $
116,421
    $
532,691
    $
325,071
    $
120,377
    $
65,888
    $
18,452
    $
4,488
    $
0
    $
 
 
 
1,183,388
 
Special Mention
   
0
     
0
     
0
     
0
     
0
     
0
     
4
     
0
     
4
 
Substandard
   
0
     
0
     
0
     
0
     
0
     
0
     
8
     
0
     
8
 
Doubtful
   
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
 
                                                                         
Total
  $
116,421
    $
532,691
    $
325,071
    $
120,377
    $
65,888
    $
18,452
    $
4,500
    $
0
    $
1,183,400
 
                                                                         
Current-period charge-offs
   
0
     
(175
)    
(278
)    
(141
)    
(93
)    
(50
)    
0
     
0
     
(737
)
Current-period recoveries
   
0
     
9
     
23
     
7
     
10
     
66
     
0
     
0
     
115
 
                                                                         
Current-period net charge-offs
  $
0
    $
(166
)   $
(255
)   $
(134
)   $
(83
)   $
16
    $
0
    $
0
    $
(622
)
                                                                         
 
 
 
 
The following tables set forth United’s credit quality indicators information, by class of loans, as of December 31, 2019:
Credit Quality Indicators
Corporate Credit Exposure
                                 
   
As of December 31, 2019
 
 
Commercial Real Estate
   
Other
Commercial
 
 
Construction &
Land
Development
 
 
Owner-
occupied
 
 
Nonowner-
occupied
 
Grade:
   
     
     
     
 
Pass
  $
1,136,589
    $
3,850,886
    $
2,136,266
    $
1,334,950
 
Special mention
   
14,449
     
44,134
     
75,511
     
4,614
 
Substandard
   
50,346
     
70,940
     
72,451
     
68,641
 
Doubtful
   
268
     
0
     
809
     
0
 
                                 
Total
  $
1,201,652
    $
3,965,960
    $
2,285,037
    $
1,408,205
 
                                 
 
 
 
 
 
 
 
 
 
 
Credit Quality Indicators
Consumer Credit Exposure
                         
As of December 31, 2019
 
 
Residential
Real Estate
 
 
Bankcard
 
 
Other
Consumer
 
Grade:
   
     
     
 
Pass
  $
3,645,654
    $
9,411
    $
1,143,608
 
Special mention
   
12,038
     
445
     
10,993
 
Substandard
   
28,572
     
218
     
1,618
 
Doubtful
   
137
     
0
     
0
 
                         
Total
  $
3,686,401
    $
10,074
    $
1,156,219
 
                         
 
 
 
 
 
 
23

Table of Contents
At March 31, 2020 and December 31, 2019, other real estate
owned (OREO) included
in other assets in the Consolidated Balance Sheets was $15,849 and $15,515, respectively. OREO consists of real estate acquired in foreclosure or other settlement of loans. Such assets are carried at the lower of the investment in the assets or the fair value of the assets less estimated selling costs. Any adjustment to the fair value at the date of transfer is charged against the allowance for loan losses. Any subsequent valuation adjustments as well as any costs relating to operating, holding or disposing of the property are recorded in other expense in the period incurred. At March 31, 2020 and December 31, 2019, the recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process was $1,164 and $890, respectively.
6. ALLOWANCE FOR CREDIT LOSSES
United adopted the CECL methodology for measuring credit losses as of January 1, 2020. All disclosures as of and for the three months ended March 31, 2020 are presented in accordance with ASC 326. The Company did not recast comparative financial periods and has presented those disclosures under previously applicable GAAP.
The allowance for loan losses is an estimate of the expected credit losses on financial assets measured at amortized cost to present the net amount expected to be collected as of the balance sheet date. Such allowance is based on the credit losses expected to arise over the life of the asset (contractual term). Assets are charged off when United determines that such financial assets are deemed uncollectible or based on regulatory requirements, whichever is earlier. Charge-offs are recognized as a deduction from the allowance for credit losses. Expected recoveries of amounts previously
charged-off,
not to exceed the aggregate of the amount previously
charged-off,
are included in determining the necessary reserve at the balance sheet date.
United made a policy election to present the accrued interest receivable balance separately in its consolidated balance sheets from the amortized cost of a loan. Accrued interest receivable was $39,202 and $48,130 at March 31, 2020 and December 31, 2019, respectively, related to loans are included separately in “Accrued interest receivable” in the consolidated balance sheets. United also elected not to measure an allowance for loan losses for accrued interest receivables. For all classes of loans receivable, the accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past due, unless the loan is well secured and in the process of collection. Interest received on nonaccrual loans, generally is either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal.
The following table represents the accrued interest receivable as of March 31, 2020 and the accrued interest receivables written off by reversing interest income as of March 31, 2020:
                 
 
Accrued Interest
Receivable
 
 
Accrued Interest
Receivables Written
Off by Reversing
Interest Income
 
 
At March 31, 2020
 
 
For the Three Months
Ended March 31, 2020
 
Commercial Real Estate:
 
 
 
 
 
 
Owner-occupied
 
$
2,899
 
 
$
17
 
Nonowner-occupied
 
 
10,890
 
 
 
7
 
Other Commercial
 
 
6,027
 
 
 
12
 
Residential Real Estate
 
 
11,400
 
 
 
70
 
Construction
 
 
5,654
 
 
 
0
 
Consumer:
 
 
 
 
 
 
Bankcard
 
 
0
 
 
 
0
 
Other consumer
 
 
2,332
 
 
 
40
 
 
 
 
 
 
 
 
 
 
Total
 
$
39,202
 
 
$
146
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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United estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level or term as well as for changes in environmental conditions, such as changes in unemployment rates, property values or other relevant factors. A reversion to historical loss data occurs via a straight-line method during the year following the
one-year
reasonable and supportable forecast period.
United pools its loans based on similar risk characteristics in estimating expected credit losses. United has identified the following portfolio segments and measures the allowance for credit losses using the following methods:
 
Method: Probability of Default/Loss Given Default
 
Commercial Real Estate Owner-Occupied
 
Commercial Real Estate Nonowner-Occupied
 
Commercial Other
 
Method: Cohort
 
Residential Real Estate
 
Construction & Land Development
 
Consumer
 
Bankcard
Risk characteristics of commercial real estate owner-occupied loans and commercial other loans are similar in that they are normally dependent upon the borrower’s internal cash flow from operations to service debt. Commercial real estate nonowner-occupied loans differ in that cash flow to service debt is normally dependent on external income from third parties for use of the real estate such as rents, leases and room rates. Residential real estate loans are dependent upon individual borrowers who are affected by changes in general economic conditions, demand for housing and resulting residential real estate valuation. Construction and land development loans are impacted mainly by demand whether for new residential housing or for retail, industrial, office and other types of commercial construction within a given area. Consumer loan pool risk characteristics are influenced by general, regional and local economic conditions.
Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. When management determines that foreclosure is probable or when the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.
Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a troubled debt restructuring will be executed with an individual borrower or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancelable by United.
For past loans acquired through the completion of a transfer, including loans acquired in a business combination, that had evidence of deterioration of credit quality since origination (PCI) and accounted for under ASC Topic 310, an entity did not have to reassess whether any loans previously accounted for as PCI meet the definition of purchased credit deteriorated (PCD) loans upon adoption of ASC Topic 326. Any changes in the allowance for credit losses for these loans were accounted for as an adjustment to the loan’s amortized cost basis and not as a cumulative-effect adjustment to United’s beginning retained earnings.
Non-PCI
loans will now be classified as
non-PCD
loans with the
25

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adoption of ASC Topic 326. In accordance with ASC Topic 326 guidance, United calculated a PCD rate adjustment for all PCD loans at adoption. Such adjustment created a deferred fee balance for any excess amount not deemed to be credit-related between the PCD recorded balance at the adoption date and the contractual principal and interest balances outstanding.
For allowance for credit losses under ASC Topic 326 calculation purposes, all acquired loans will be included in their relevant pool and subject to legacy loss rates for that applicable pool unless they meet the criteria for specific review.
For loans acquired after the adoption of ASC Topic 326, United will likely take several factors into consideration when determining if loans meet the definition of PCD. ASC Topic 326 lists some, but not all, factors for consideration in the bifurcation of PCD versus
non-PCD
assets:
 
Financial assets that are delinquent as of the acquisition date
 
Financial assets that have been downgraded since origination
 
Financial assets that have been placed on nonaccrual status
 
Financial assets for which, after origination, credit spreads have widened beyond the threshold specified in its policy
United maintains an allowance for loan losses and a reserve for lending-related commitments such as unfunded loan commitments and letters of credit. United estimates expected credit losses over the contractual period in which United is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by United. The reserve for lending-related commitments on
off-balance
sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. Methodology is based on a loss rate approach that starts with the probability of funding based on historical experience. Similar to methodology discussed above related to the loans receivable portfolio, adjustments are made to the historical losses for current conditions and reasonable and supportable forecast. The reserve for lending-related commitments of $7,742 and $1,733 at March 31, 2020 and December 31, 2019, respectively, is separately classified on the balance sheet and is included in other liabilities. The combined allowance for loan losses and reserve for lending-related commitments is considered the allowance for credit losses.
For the three months ended March 31, 2020 the allowance for credit losses increased significantly from the year ended December 31, 2019 primarily due to the adoption of the current expected credit loss (CECL) model under ASC 326 on January 1, 2020 and the macroeconomic factors surrounding the
COVID-19
pandemic considered in the determination of the allowance for loan losses at March 31, 2020.
The first quarter of 2020 qualitative adjustments include analyses of the following:
 
Past events
– This includes portfolio trends related to business conditions; past due, nonaccrual, and graded loans; and concentrations.
 
Current conditions
– United considered the impact of
COVID-19
(negative) as well as the CARES Act (positive) when making determinations related to factor adjustments, such as collateral values and past due loans, and the reasonable and supportable forecast. This is in contrast with the CECL adoption date (January 1, 2020) estimate as neither of these items were relevant for United’s footprint at the beginning of the year.
 
Reasonable and supportable forecasts
– The forecast is determined on a
portfolio-by-portfolio
basis by relating the correlation of real GDP and the unemployment rate to loss rates to forecasts of those variables. Assumptions for the economic variables were the following:
 
10-
15% decline in GDP in the second quarter of 2020 followed by a recovery in the third quarter of 2020 with GDP stabilizing in 2021.
 
10-
15% unemployment rate in the second quarter of 2020 with sharp recovery as businesses begin to reopen and again stabilizing in 2021.
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Forecasts account for United’s best estimate of economic impact from government stimulus.
 
Reversion to historical loss data occurs via a straight-line method during the year following the
one-year
reasonable and supportable forecast period.
A progression of the allowance for loan losses, by portfolio segment, for the periods indicated is summarized as follows:
Allowance for Loan Losses and Carrying Amount of Loans
For the Three Months Ended March 31, 2020
 
Commercial Real Estate
   
 
 
 
 
Construction
 
 
 
 
 
 
Allowance
for
 
 
 
 
Owner-
occupied
 
 
Nonowner-
occupied
 
 
Other
Commercial
 
 
Residential
Real Estate
 
 
& Land
Development
 
 
Bankcard
 
 
Other
Consumer
 
 
Estimated
Imprecision
 
 
Total
 
Allowance for Loan Losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
  $
5,554
    $
8,524
    $
47,325
    $
8,997
    $
3,353
    $
74
    $
2,933
    $
297
    $
77,057
 
Impact of the adoption of ASU
2016-13
on January 1, 2020
   
9,737
     
9,023
     
(4,829
)    
13,097
     
14,817
     
28
     
10,745
     
(297
)    
52,321
 
Impact of the adoption of ASU
2016-13
for PCD loans on January 1, 2020
   
1,843
     
121
     
938
     
174
     
2,045
     
0
     
0
     
0
     
5,121
 
Charge-offs
   
(179
)    
0
     
(5,688
)    
(367
)    
(1,744
)    
(46
)    
(737
)    
0
     
(8,761
)
Recoveries
   
66
     
585
     
315
     
142
     
844
     
6
     
115
     
0
     
2,073
 
Provision
   
2,474
     
(684
)    
15,766
     
8,581
     
(523
)    
164
     
1,334
     
0
     
27,112
 
                                                                         
Ending balance
  $
19,495
    $
17,569
    $
53,827
    $
30,624
    $
18,792
    $
226
    $
14,390
    $
0
    $
154,923
 
                                                                         
 
   
Allowance for Loan Losses and Carrying Amount of Loans
 
For the Year Ended December 31, 2019
 
 
Commercial Real Estate
   
 
 
 
 
Construction
 
 
 
 
Allowance
for
 
 
 
 
Owner-
occupied
 
 
Nonowner-
occupied
 
 
Other
Commercial
 
 
Residential
Real Estate
 
 
& Land
Development
 
 
Consumer
 
 
Estimated
Imprecision
 
 
Total
 
Allowance for Loan Losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
  $
5,063
    $
6,919
    $
41,341
    $
12,448
    $
7,992
    $
2,695
    $
245
    $
76,703
 
Charge-offs
   
(7,905
)    
(1,093
)    
(12,975
)    
(2,967
)    
(1,303
)    
(2,867
)    
0
     
(29,110
)
Recoveries
   
3,733
     
80
     
2,599
     
858
     
175
     
706
     
0
     
8,151
 
Provision
   
4,663
     
2,618
     
16,360
     
(1,342
)    
(3,511
)    
2,473
     
52
     
21,313
 
                                                                 
Ending balance
  $
5,554
    $
8,524
    $
47,325
    $
8,997
    $
3,353
    $
3,007
    $
297
    $
77,057
 
                                                                 
Ending Balance: individually evaluated for impairment
  $
973
    $
2,979
    $
11,931
    $
354
    $
262
    $
0
    $
0
    $
16,499
 
Ending Balance: collectively evaluated for impairment
  $
4,581
    $
5,545
    $
35,394
    $
8,643
    $
3,091
    $
3,007
    $
297
    $
60,558
 
Ending Balance: loans acquired with deteriorated credit quality
  $
0
    $
0
    $
0
    $
0
    $
0
    $
0
    $
0
    $
0
 
Financing receivables:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance
  $
1,201,652
    $
3,965,960
    $
2,285,037
    $
3,686,401
    $
1,408,205
    $
1,166,293
    $
0
    $
13,713,548
 
 
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Table of Contents
Allowance for Loan Losses and
 
Carrying Amount of Loans
 
For the Year Ended December 31, 2019
 
 
 
 
Commercial Real Estate
   
Other
Commercial
 
 
Residential
Real Estate
 
 
Construction
 
 
Consumer
 
 
Allowance
for
 
 
Total
 
Owner-
occupied
 
 
Nonowner-
occupied
 
& Land
Development
 
Estimated
Imprecision
 
Ending Balance: individually evaluated for impairment
  $
16,703
    $
27,121
    $
54,108
    $
11,526
    $
14,047
    $
0
    $
0
    $
123,505
 
Ending Balance: collectively evaluated for impairment
  $
1,160,556
    $
3,925,249
    $
2,194,432
    $
3,665,140
    $
1,382,369
    $
1,166,293
    $
0
    $
13,494,039
 
Ending Balance: loans acquired with deteriorated credit quality
  $
24,393
    $
13,590
    $
36,497
    $
9,735
    $
11,789
    $
0
    $
0
    $
96,004
 
7. INTANGIBLE ASSETS
The following is a summary of intangible assets subject to amortization and those not
 
subject to amortization:
 
March 31, 2020
 
 
Community Banking
   
Mortgage Banking
   
Total
 
 
Gross
Carrying
Amount
 
 
Accumulated
Amortization
 
 
Gross
Carrying
Amount
 
 
Accumulated
Amortization
 
 
Gross
Carrying
Amount
 
 
Accumulated
Amortization
 
Amortized intangible assets:
   
     
     
     
     
     
 
Core deposit intangible assets
  $
98,359
    $
(71,085
)   $
0
    $
0
    $
98,359
    $
(71,085
)
                                                 
Non-amortized
intangible assets:
   
     
     
     
     
     
 
George Mason trade name
  $
0
     
    $
1,080
     
    $
1,080
     
 
                                                 
Goodwill not subject to amortization
  $
1,472,699
     
    $
5,315
     
    $
1,478,014
     
 
                                                 
       
 
December 31, 2019
 
 
Community Banking
   
Mortgage Banking
   
Total
 
 
Gross
Carrying
Amount
 
 
Accumulated
Amortization
 
 
Gross
Carrying
Amount
 
 
Accumulated
Amortization
 
 
Gross
Carrying
Amount
 
 
Accumulated
Amortization
 
Amortized intangible assets:
   
     
     
     
     
     
 
Core deposit intangible assets
  $
98,359
    $
(69,508
)   $
0
    $
0
    $
98,359
    $
(69,508
)
                                                 
Non-amortized
intangible assets:
   
     
     
     
     
     
 
George Mason trade name
  $
0
     
    $
1,080
     
    $
1,080
     
 
                                                 
Goodwill not subject to amortization
  $
1,472,699
     
    $
5,315
     
    $
1,478,014
     
 
                                                 
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United incurred amortization expense of $1,577 and $1,754 for the quarters ended March 31, 2020 and 2019, respectively.
The following table sets forth the anticipated amortization expense for intangible assets for the years subsequent to 2019:
Year
 
Amount
 
2020
  $
6,309
 
2021
   
5,369
 
2022
   
4,582
 
2023
   
4,322
 
2024 and thereafter
   
8,269
 
8. LEASES
United determines if an arrangement is a lease at inception. United and certain subsidiaries have entered into various noncancelable-operating leases for branch and loan production offices as well as operating facilities. Operating leases are included in operating lease
right-of-use
(“ROU”) assets and operating lease liabilities on the Consolidated Balance Sheets. Operating leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. Presently, United does not have any finance leases.
United’s operating leases are subject to renewal options under various terms. United’s operating leases have remaining terms of 1 to 13 years, some of which include options to extend leases generally for periods of 5 years. United rents or subleases certain real estate to third parties. Our sublease portfolio consists of operating leases to other organizations for former branch offices.
ROU assets represent United’s right to use an underlying asset for the lease term and lease liabilities represent United’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of United’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend the lease when it is reasonably certain that United will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
The components of lease expense were as follows:
 
 
 
Three Months Ended
 
 
Classification
 
 
March 31, 2020
 
 
March 31, 2019
 
Operating lease cost
   
Net occupancy expense
    $
5,066
    $
               
4,821
 
Sublease income
   
Net occupancy expense
     
(205
)    
(276
)
                         
Net lease cost
   
    $
4,861
    $
4,545
 
                         
Supplemental balance sheet information related to leases was as follows:
 
Classification
 
 
March 31, 2020
 
 
December 31, 2019
 
Operating lease
 right-of-use
 assets
   
Operating lease
 right-of-use
 assets
    $
57,280
    $
57,783
 
Operating lease liabilities
   
Operating lease liabilities
    $
60,887
    $
61,342
 
 
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Other information related to leases was as follows:
 
March 31, 2020
 
Weighted-average remaining lease term:
   
 
Operating leases
   
5.1 years
 
Weighted-average discount rate:
   
 
Operating leases
   
3.13
%
Supplemental cash flow information related to leases was as follows:
 
Three Months Ended
 
 
March 31, 2020
 
 
March 31, 2019
 
Cash paid for amounts in the measurement of lease liabilities:
   
     
 
Operating cash flows from operating leases
  $
5,017
    $
4,718
 
ROU assets obtained in the exchange for lease liabilties
   
3,783
     
202
 
Maturities of lease liabilities by year and in the aggregate, under operating leases with initial or remaining terms of one year or more, for years subsequent to December 31, 2019, consists of the following as of March 31, 2020 and December 31, 2019:
 
Amount
 
Year
 
As of
March 31, 2020
 
 
As of
December 31, 2019
 
2020
  $
13,359
    $
17,725
 
2021
   
15,596
     
15,180
 
2022
   
11,892
     
11,522
 
2023
   
9,130
     
8,751
 
2024
   
5,516
     
5,127
 
Thereafter
   
10,476
     
8,190
 
                 
Total lease payments
   
65,969
     
66,495
 
Less: imputed interest
   
(5,082
)    
(5,153
)
                 
Total
  $
  60,887
    $
  61,342
 
                 
9. SHORT-TERM BORROWINGS
Federal funds purchased and securities sold under agreements to repurchase are a significant source of funds for the Company. United has various unused lines of credit available from certain of its correspondent banks in the aggregate amount of $230,000. These lines of credit, which bear interest at prevailing market rates, permit United to borrow funds in the overnight market, and are renewable annually subject to certain conditions. At March 31, 2020, United did not have any federal funds purchased while total securities sold under agreements to repurchase (REPOs) were $124,561. The securities sold under agreements to repurchase were accounted for as collateralized financial transactions. They were recorded at the amounts at which the securities were acquired or sold plus accrued interest.
United has a $20,000 line of credit with an unrelated financial institution to provide for general liquidity needs. The line is an unsecured, revolving line of credit. The line will be renewable on a 360-day basis and will carry an indexed, floating-rate of interest. The line requires compliance with various financial and nonfinancial covenants. At March 31, 2020, United had no outstanding balance under this line of credit.
10. LONG-TERM BORROWINGS    
United’s subsidiary bank is a member of the Federal Home Loan Bank (“FHLB”). Membership in the FHLB makes available short-term and long-term borrowings from collateralized advances. All FHLB borrowings are collateralized by a mix of single-family residential mortgage loans, commercial loans and investment securities. At March 31, 2020, United had an unused borrowing amount of approximately $3,117,489 available subject to delivery of collateral after certain trigger points. Advances may be called by the FHLB or redeemed by United based on predefined factors and penalties.
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At March 31, 2020, $2,326,282 of FHLB advances with a weighted-average interest rate of 1.48% are scheduled to mature within the next six years. Overnight funds of $475,000 were included in the $2,326,282 above at March 31, 2020.
The scheduled maturities of these FHLB borrowings are as follows:
Year
 
Amount
 
2020
  $
1,466,797
 
2021
   
827,543
 
2022
   
20,898
 
2023
   
0
 
2024 and thereafter
   
11,044
 
         
Total
  $
2,326,282
 
         
At March 31, 2020, United had a total of fourteen statutory business trusts that were formed for the purpose of issuing or participating in pools of trust preferred capital securities (“Capital Securities”) with the proceeds invested in junior subordinated debt securities (“Debentures”) of United. The Debentures, which are subordinate and junior in right of payment to all present and future senior indebtedness and certain other financial obligations of United, are the sole assets of the trusts and United’s payment under the Debentures is the sole source of revenue for the trusts. At March 31, 2020 and December 31, 2019, the outstanding balance of the Debentures was $236,479 and $236,164, respectively, and was included in the category of long-term debt on the Consolidated Balance Sheets entitled “Other long-term borrowings.” The Capital Securities are not included as a component of shareholders’ equity in the Consolidated Balance Sheets. United fully and unconditionally guarantees each individual trust’s obligations under the Capital Securities.
Under the provisions of the subordinated debt, United has the right to defer payment of interest on the subordinated debt at any time, or from time to time, for periods not exceeding five years. If interest payments on the subordinated debt are deferred, the dividends on the Capital Securities are also deferred. Interest on the subordinated debt is cumulative.
In accordance with the fully-phased in “Basel III Capital Rules” as published by United’s primary federal regulator, the Federal Reserve, United is unable to consider the Capital Securities as Tier 1 capital, but rather the Capital Securities are included as a component of United’s Tier 2 capital. United can include the Capital Securities in its Tier 2 capital on a permanent basis.
11. COMMITMENTS AND CONTINGENT LIABILITIES
Lending-related Commitments
United is a party to financial instruments with
off-balance-sheet
risk in the normal course of business to meet the financing needs of its customers and to alter its own exposure to fluctuations in interest rates. These financial instruments include loan commitments, standby letters of credit, and interest rate swap agreements. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the financial statements.
United’s maximum exposure to credit loss in the event of nonperformance by the counterparty to the financial instrument for the loan commitments and standby letters of credit is the contractual or notional amount of those instruments. United uses the same policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Collateral may be obtained, if deemed necessary, based on management’s credit evaluation of the counterparty.
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Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily, and historically do not, represent future cash requirements. The amount of collateral obtained, if deemed necessary upon the extension of credit, is based on management’s credit evaluation of the counterparty. United had approximately $4,297,661 and $3,610,777 of loan commitments outstanding as of March 31, 2020 and December 31, 2019, respectively, approximately half of which contractually expire within one year. Included in the March 31, 2020 amount are commitments to extend credit of $496,911 related to George Mason’s mortgage loan funding commitments and are of a short-term nature.
Commercial and standby letters of credit are agreements used by United’s customers as a means of improving their credit standing in their dealings with others. Under these agreements, United guarantees certain financial commitments of its customers. A commercial letter of credit is issued specifically to facilitate trade or commerce. Typically, under the terms of a commercial letter of credit, a commitment is drawn upon when the underlying transaction is consummated as intended between the customer and a third party. As of March 31, 2020 and December 31, 2019, United had $5,092 of commercial letters of credit outstanding. A standby letter of credit is generally contingent upon the failure of a customer to perform according to the terms of an underlying contract with a third party. United has issued standby letters of credit of $142,203 and $145,105 as of March 31, 2020 and December 31, 2019, respectively. In accordance with the Contingencies Topic of the FASB Accounting Standards Codification, United has determined that substantially all of its letters of credit are renewed on an annual basis and the fees associated with these letters of credit are immaterial.
Mortgage Repurchase Reserve
George Mason provides for its estimated exposure to repurchase loans previously sold to investors for which borrowers failed to provide full and accurate information on their loan application or for which appraisals have not been acceptable or where the loan was not underwritten in accordance with the loan program specified by the loan investor, and for other exposure to its investors related to loan sales activities. United evaluates the merits of each claim and estimates its reserve based on actual and expected claims received and considers the historical amounts paid to settle such claims. George Mason has a reserve of $790 as of March 31, 2020.
United has derivative counter-party risk that may arise from the possible inability of George Mason’s third party investors to meet the terms of their forward sales contracts. George Mason works with third-party investors that are generally well-capitalized, are investment grade and exhibit strong financial performance to mitigate this risk. United does not expect any third-party investor to fail to meet its obligation.
Legal Proceedings
United and its subsidiaries are currently involved in various legal proceedings in the normal course of business. Management is vigorously pursuing all its legal and factual defenses and, after consultation with legal counsel, believes that all such litigation will be resolved with no material effect on United’s financial position.
Regulatory Matters
A variety of consumer products, including mortgage and deposit products, and certain fees and charges related to such products, have come under increased regulatory scrutiny. It is possible that regulatory authorities could bring enforcement actions, including civil money penalties, or take other actions against United in regard to these consumer products. United could also determine of its own accord, or be required by regulators, to refund or otherwise make remediation payments to customers in connection with these products. It is not possible at this time for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss related to such matters.
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12. DERIVATIVE FINANCIAL INSTRUMENTS
United uses derivative instruments to help aid against adverse price changes or interest rate movements on the value of certain assets or liabilities and on future cash flows. These derivatives may consist of interest rate swaps, caps, floors, collars, futures, forward contracts, written and purchased options. United also executes derivative instruments with its commercial banking customers to facilitate its risk management strategies.
United accounts for its derivative financial instruments in accordance with ASC Topic 815 which requires all derivative instruments to be carried at fair value on the balance sheet. United has designated certain derivative instruments used to manage interest rate risk as hedge relationships with certain assets, liabilities or cash flows being hedged. Certain derivatives used for interest rate risk management are not designated in a hedge relationship.
Derivative instruments designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.
For a fair value hedge, the fair value of the interest rate swap is recognized on the balance sheet as either a freestanding asset or liability with a corresponding adjustment to the hedged financial instrument. Subsequent adjustments due to changes in the fair value of a derivative that qualifies as a fair value hedge are offset in current period earnings. For a cash flow hedge, the fair value of the interest rate swap is recognized on the balance sheet as either a freestanding asset or liability with a corresponding adjustment to other comprehensive income within shareholders’ equity, net of tax. Subsequent adjustments due to changes in the fair value of a derivative that qualifies as a cash flow hedge are offset to other comprehensive income, net of tax. The portion of a hedge that is ineffective is recognized immediately in earnings.
At inception of a hedge relationship, United formally documents the hedged item, the particular risk management objective, the nature of the risk being hedged, the derivative being used, how effectiveness of the hedge will be assessed and how the ineffectiveness of the hedge will be measured. United also assesses hedge effectiveness at inception and on an ongoing basis using regression analysis. Hedge ineffectiveness is measured by using the change in fair value method. The change in fair value method compares the change in the fair value of the hedging derivative to the change in the fair value of the hedged exposure, attributable to changes in the benchmark rate. The portion of a hedge that is ineffective is recognized immediately in earnings.
United through George Mason enters into interest rate lock commitments to finance residential mortgage loans with its customers. These commitments, which contain fixed expiration dates, offer the borrower an interest rate guarantee provided the loan meets underwriting guidelines and closes within the timeframe established by United. Interest rate risk arises on these commitments and subsequently closed loans if interest rates change between the time of the interest rate lock and the delivery of the loan to the investor. Market risk on interest rate lock commitments and mortgage loans held for sale is managed using corresponding forward mortgage loan sales contracts. United is a party to these forward mortgage loan sales contracts to sell loans servicing released and short sales of mortgage-backed securities. When the interest rate is locked with the borrower, the rate lock commitment, forward sale agreement, and mortgage-backed security position are undesignated derivatives and marked to fair value through earnings. The fair value of the rate lock derivative includes the servicing premium and the interest spread for the difference between retail and wholesale mortgage rates. Income from mortgage banking activities includes the gain recognized for the period presented and associated elements of fair value.
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United sells mortgage loans on either a best efforts or mandatory delivery basis. For loans sold on a mandatory delivery basis, United enters into forward mortgage-backed securities (the “residual hedge”) to mitigate the effect of interest rate risk. Both the rate lock commitment under mandatory delivery and the residual hedge are recorded at fair value through earnings and are not designated as accounting hedges. At the closing of the loan, the loan commitment derivative expires and United records a loan held for sale at fair value and continues to mark these assets to market under the election of fair value option. United closes out of the trading mortgage-backed securities assigned within the residual hedge and replaces the securities with a forward sales contract once a price has been accepted by an investor and recorded at fair value. For those loans selected to be sold under best efforts delivery, at the closing of the loan, the rate lock commitment derivative expires and the Company records a loan held for sale at fair value under the election of fair value option and continues to be obligated under the same forward loan sales contract entered into at inception of the rate lock commitment.
The derivative portfolio also includes derivative financial instruments not included in hedge relationships. These derivatives consist of interest rate swaps used for interest rate management purposes and derivatives executed with commercial banking customers to facilitate their interest rate management strategies. For derivatives that are not designated in a hedge relationship, changes in the fair value of the derivatives are recognized in earnings in the same period as the change in fair value. Gains and losses on other derivative financial instruments are included in noninterest income and noninterest expense, respectively.
The following tables disclose the derivative instruments’ location on the Company’s Consolidated Balance Sheets and the notional amount and fair value of those instruments at March 
31
,
2020
and December 
31
,
2019
.
 
Asset Derivatives
 
 
March 31, 2020
   
December 31, 2019
 
 
Balance
Sheet
Location
 
 
Notional
Amount
 
 
Fair
Value
 
 
Balance
Sheet
Location
 
 
Notional
Amount
 
 
Fair
Value
 
Derivatives designated as hedging instruments Fair Value Hedges:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap contracts (hedging commercial loans)
   
Other assets
    $
0
    $
0
     
Other assets
    $
0
    $
0
 
                                                 
Total derivatives designated as hedging instruments
   
    $
0
    $
0
     
    $
0
    $
0
 
                                                 
Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap contracts
   
Other assets
    $
0
    $
0
     
Other assets
    $
0
    $
0
 
Forward loan sales commitments
   
Other assets
     
37,443
     
760
     
Other assets
     
27,260
     
9
 
Interest rate lock commitments
   
Other assets
     
663,127
     
18,331
     
Other assets
     
117,252
     
4,518
 
                                                 
Total derivatives not designated as hedging instruments
   
    $
  700,570
    $
  19,091
     
    $
  144,512
    $
  4,527
 
                                                 
Total asset derivatives
   
    $
700,570
    $
19,091
     
    $
144,512
    $
4,527
 
                                                 
 
Liability Derivatives
 
 
March 31, 2020
   
December 31, 2019
 
 
Balance
Sheet
Location
 
 
Notional
Amount
 
 
Fair
Value
 
 
Balance
Sheet
Location
 
 
Notional
Amount
 
 
Fair
Value
 
Derivatives designated as hedging instruments Fair Value Hedges:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap contracts (hedging commercial loans)
   
Other liabilities
    $
81,148
    $
8,148
     
Other liabilities
    $
82,243
    $
  2,394
 
                                                 
Total derivatives designated as hedging instruments
   
    $
81,148
    $
8,148
     
    $
82,243
    $
2,394
 
                                                 
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Table of Contents
 
Liability Derivatives
 
 
March 31, 2020
 
 
December 31, 2019
 
 
Balance
Sheet
Location
 
 
Notional
Amount
 
 
Fair
Value
 
 
Balance
Sheet
Location
 
 
Notional
Amount
 
 
Fair
Value
 
Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap contracts
 
 
Other liabilities
 
 
$
0
 
 
$
0
 
 
 
Other liabilities
 
 
$
0
 
 
$
0
 
TBA mortgage-backed securities
 
 
Other liabilities
 
 
 
862,000
 
 
 
19,647
 
 
 
Other liabilities
 
 
 
274,000
 
 
 
671
 
Interest rate lock commitments
   
Other liabilities
     
0
     
0
     
Other liabilities
     
0
     
0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total derivatives not designated as hedging instruments
   
    $
862,000
    $
19,647
     
    $
274,000
    $
671
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total liability derivatives
   
    $
  943,148
    $
  27,795
     
    $
  356,243
    $
3,065
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The following table represents the carrying amount of the hedged assets/(liabilities) and the cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged assets/(liabilities) that are designated as a fair value accounting relationship as of March 31, 2020 and December 31, 2019.
 
 
 
March 31, 2020
 
Derivatives in Fair Value
Hedging Relationships
 
Location in the Statement
of Condition
 
 
Carrying Amount
of the Hedged
Assets/(Liabilities)
 
 
Cumulative Amount
of Fair Value
Hedging Adjustment
Included in the
Carrying Amount of
the Hedged
Assets/(Liabilities)
 
 
Cumulative Amount of
Fair Value Hedging
Adjustment Remaining
for any Hedged Assets/
(Liabilities) for which
Hedge Accounting has
been Discontinued
 
Interest rate swaps
   
Loans, net of unearned income
    $
80,313
    $
(8,148
)   $
0
 
 
 
 
December 31, 2019
 
Derivatives in Fair Value
Hedging Relationships
 
Location in the Statement
of Condition
 
 
Carrying Amount
of the Hedged
Assets/(Liabilities)
 
 
Cumulative Amount
of Fair Value
Hedging Adjustment
Included in the
Carrying Amount of
the Hedged
Assets/(Liabilities)
 
 
Cumulative Amount of
Fair Value Hedging
Adjustment Remaining
for any Hedged Assets/
(Liabilities) for which
Hedge Accounting has
been Discontinued
 
Interest rate swaps
   
Loans, net of unearned income
    $
81,397
    $
(2,394
)   $
0
 
Derivative contracts involve the risk of dealing with both bank customers and institutional derivative counterparties and their ability to meet contractual terms. Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. United’s exposure is limited to the replacement value of the contracts rather than the notional amount of the contract. The Company’s agreements generally contain provisions that limit the unsecured exposure up to an agreed upon threshold. Additionally, the Company attempts to minimize credit risk through certain approval processes established by management.
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The effect of United’s derivative financial instruments on its unaudited Consolidated Statements of Income for the three months ended March 31, 2020 and 2019 are presented as follows:
 
 
 
Three Months Ended
 
 
Income Statement
Location
 
 
March 31,
2020
 
 
March 31,
2019
 
Derivatives in hedging relationships Fair Value Hedges:
 
 
 
 
 
 
 
 
 
Interest rate swap contracts
   
Interest and fees on loans
    $
(443
)   $
(30
)
                         
Total derivatives in hedging relationships
   
    $
(443
)   $
(30
)
                         
Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
 
 
Forward loan sales commitments
   
Income from Mortgage Banking Activities
    $
760
    $
380
 
TBA mortgage-backed securities
   
Income from Mortgage Banking Activities
     
(18,975
)    
488
 
Interest rate lock commitments
   
Income from Mortgage Banking Activities
     
13,696
     
2,138
 
                         
Total derivatives not designated as hedging instruments
   
    $
(4,519
)   $
3,006
 
                         
Total derivatives
   
    $
(4,962
  $
2,976
 
                         
13. FAIR VALUE MEASUREMENTS
United determines the fair values of its financial instruments based on the fair value hierarchy established by ASC Topic 820, which also clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.
The Fair Value Measurements and Disclosures Topic specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect United’s market assumptions.
The three levels of the fair value hierarchy, based on these two types of inputs, are as follows:
Level 1
 
-  
 
Valuation is based on quoted prices in active markets for identical assets and liabilities.
 
 
 
 
 
Level 2
 
-  
 
Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.
 
 
 
 
 
Level 3
 
-  
 
Valuation is based on prices, inputs and model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.
When determining the fair value measurements for assets and liabilities, United looks to active and observable markets to price identical assets or liabilities whenever possible and classifies such items in Level 1. When identical assets and liabilities are not traded in active markets, United looks to market observable data for similar assets and liabilities and classifies such items as Level 2. Nevertheless, certain assets and liabilities are not actively traded in observable markets and United must use alternative valuation techniques using unobservable inputs to determine a fair value and classifies such items as Level 3. For assets and liabilities that are not actively traded, the fair value measurement is based primarily upon estimates that require significant judgment. Therefore, the results may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there are inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values. The level within the fair value hierarchy is based on the lowest level of input that is significant in the fair value measurement.
In accordance with ASC Topic 820, the following describes the valuation techniques used by United to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements.
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Table of Contents
Securities available for sale and equity securities
: Securities available for sale and equity securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Using a market approach valuation methodology, third party vendors compile prices based on observable market inputs, which include benchmark yields, reported trades, issuer spreads, benchmark securities, and “To Be Announced” prices (Level 2). Management internally reviews the fair values provided by third party vendors on a monthly basis. Management also performs a quarterly price testing analysis at the individual security level which compares the pricing provided by the third party vendors to an independent pricing source’s valuation of the same securities. Variances that are deemed to be material are reviewed by management. Additionally, to further assess the reliability of the information received from third party vendors, management obtains documentation from third party vendors related to the sources, methodologies, and inputs utilized in valuing securities classified as Level 2. Management analyzes this information to ensure the underlying assumptions appear reasonable. Management also obtains an independent service auditor’s report from third party vendors to provide reasonable assurance that appropriate controls are in place over the valuation process. Upon completing its review of the pricing from third party vendors at March 31, 2020, management determined that the prices provided by its third party pricing source were reasonable and in line with management’s expectations for the market values of these securities. Therefore, prices obtained from third party vendors that did not reflect forced liquidation or distressed sales were not adjusted by management at March 31, 2020. Management utilizes a number of factors to determine if a market is inactive, all of which may require a significant level of judgment. Factors that management considers include: a significant widening of the
bid-ask
spread, a considerable decline in the volume and level of trading activity in the instrument, a significant variance in prices among market participants, and a significant reduction in the level of observable inputs. Any securities available for sale not valued based upon quoted market prices or third party pricing models that consider observable market data are considered Level 3. Currently, United considers its valuation of
available-for-sale
Trup Cdos as Level 3. Based upon management’s review of the market conditions for Trup Cdos, it was determined that an income approach valuation technique (present value technique) that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs is the most representative measurement technique for these securities. The present value technique discounts expected future cash flows of a security to arrive at a present value. Management considers the following items when calculating the appropriate discount rate: the implied rate of return when the market was last active, changes in the implied rate of return as markets moved from very active to inactive, recent changes in credit ratings, and recent activity showing that the market has built in increased liquidity and credit premiums. Management’s internal credit review of each security was also factored in to determine the appropriate discount rate. The credit review considered each security’s collateral, subordination, excess spread, priority of claims, principal and interest.
Loans held for sale
: For residential mortgage loans sold in the mortgage banking segment, the loans closed are recorded at fair value using the
fair
value
option which is measured using valuations from investors for loans with similar characteristics adjusted for the Company’s actual sales experience versus the investor’s indicated pricing. These valuations fall into the Level 3 category. The unobservable input is the Company’s historical sales prices. The range of historical sales prices increased the investor’s indicated pricing by a range of 0.11% to 0.81% with a weighted average increase of 0.34%.
Derivatives
: United utilizes interest rate swaps to hedge exposure to interest rate risk and variability of cash flows associated to changes in the underlying interest rate of the hedged item. These hedging interest rate swaps are classified as either a fair value hedge or a cash flow hedge. United’s derivative portfolio also includes derivative financial instruments not included in hedge relationships. These derivatives consist of interest rate swaps used for interest rate management purposes and derivatives executed with commercial banking customers to facilitate their interest rate management strategies. United utilizes third-party vendors for derivative valuation purposes. These
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Table of Contents
vendors determine the appropriate fair value based on a net present value calculation of the cash flows related to the interest rate swaps using primarily observable market inputs such as interest rate yield curves (Level 2). Valuation adjustments to derivative fair values for liquidity and credit risk are also taken into consideration, as well as the likelihood of default by United and derivative counterparties, the net counterparty exposure and the remaining maturities of the positions. Values obtained from third party vendors are typically not adjusted by management. Management internally reviews the derivative values provided by third party vendors on a quarterly basis. All derivative values are tested for reasonableness by management utilizing a net present value calculation.
For a fair value hedge, the fair value of the interest rate swap is recognized on the balance sheet as either a freestanding asset or liability with a corresponding adjustment to the hedged financial instrument. Subsequent adjustments due to changes in the fair value of a derivative that qualifies as a fair value hedge are offset in current period earnings either in interest income or interest expense depending on the nature of the hedged financial instrument. For a cash flow hedge, the fair value of the interest rate swap is recognized on the balance sheet as either a freestanding asset or liability with a corresponding adjustment to other comprehensive income within shareholders’ equity, net of tax. Subsequent adjustments due to changes in the fair value of a derivative that qualifies as a cash flow hedge are offset to other comprehensive income, net of tax. The portion of a hedge that is ineffective is recognized immediately in earnings.
The Company records its interest rate lock commitments and forward loan sales commitments at fair value determined as the amount that would be required to settle each of these derivative financial instruments at the balance sheet date. In the normal course of business, George Mason enters into contractual interest rate lock commitments to extend credit
 
to borrowers with fixed expiration dates. The commitments become effective when the borrowers
“lock-in”
a specified interest rate within the timeframes established by the mortgage companies. All borrowers are evaluated for credit worthiness prior to the extension of the commitment. Market risk arises if interest rates move adversely between the time of the interest rate lock by the borrower and the sale date of the loan to the investor. To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, George Mason enters into either a forward sales contract to sell loans to investors when using best efforts or a TBA mortgage-backed security under mandatory delivery. As TBA mortgage-backed securities are actively traded in an open market, TBA mortgage-backed securities fall into a Level 
1
category. The forward sales contracts lock in an interest rate and price for the sale of loans similar to the specific rate lock commitments. Under the Company’s best efforts model, the rate lock commitments to borrowers and the forward sales contracts to investors through to the date the loan closes are
undesignated
derivatives and accordingly, are marked to fair value through earnings. These valuations fall into a Level 
2
category. For residential mortgage loans sold in the mortgage banking segment, the interest rate lock commitments are recorded at fair value which is measured using valuations from investors for loans with similar characteristics adjusted for the Company’s actual sales experience versus the investor’s indicated pricing. These valuations fall into the Level 
3
category. The unobservable input is the Company’s historical sales prices. The range of historical sales prices increased the investor’s indicated pricing by a range of
 
0.11
% to
0.81
% with a weighted average increase of
0.34
%.
For interest rate swap derivatives that are not designated in a hedge relationship, changes in the fair value of the derivatives are recognized in earnings in the same period as the change in the fair value. Unrealized gains and losses due to changes in the fair value of other derivative financial instruments not in hedge relationship are included in noninterest income and noninterest expense, respectively.
 
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Table of Contents
The following tables present the balances of financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019, segregated by the level of the valuation inputs within the fair value hierarchy.
 
 
 
Fair Value at March 31, 2020 Using
 
Description
 
Balance as of
March 31,
2020
 
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
 
Significant
Other
Observable
Inputs
(Level 2)
 
 
Significant
Unobservable
Inputs
(Level 3)
 
Assets
   
     
     
     
 
Available for sale debt securities:
   
     
     
     
 
U.S. Treasury securities and obligations of U.S. Government corporations and agencies
  $
54,013
    $
0
    $
54,013
    $
0
 
State and political subdivisions
   
317,805
     
0
     
317,805
     
0
 
Residential mortgage-backed securities
   
     
     
     
 
Agency
   
813,599
     
0
     
813,599
     
0
 
Non-agency
   
0
     
0
     
0
     
0
 
Commercial mortgage-backed securities
   
     
     
     
 
Agency
   
615,095
     
0
     
615,095
     
0
 
Asset-backed securities
   
261,936
     
0
     
261,936
     
0
 
Trust preferred collateralized debt obligations
   
4,184
     
0
     
0
     
4,184
 
Single issue trust preferred securities
   
15,684
     
0
     
15,684
     
0
 
Other corporate securities
   
335,205
     
6,543
     
328,662
     
0
 
                                 
Total available for sale securities
   
2,417,521
     
6,543
     
2,406,794
     
4,184
 
Equity securities:
   
     
     
     
 
Financial services industry
   
103
     
103
     
0
     
0
 
Equity mutual funds (1)
   
4,074
     
4,074
     
0
     
0
 
Other equity securities
   
4,836
     
4,836
     
0
     
0
 
                                 
Total equity securities
   
9,013
     
9,013
     
0
     
0
 
Loans held for sale
   
495,932
     
0
     
0
     
495,932
 
Derivative financial assets:
   
     
     
     
 
Interest rate swap contracts
   
0
     
0
     
0
     
0
 
Forward sales commitments
   
760
     
0
     
760
     
0
 
Interest rate lock commitments
   
18,331
     
0
     
0
     
18,331
 
                                 
Total derivative financial assets
   
19,091
     
0
     
760
     
18,331
 
Liabilities
   
     
     
     
 
Derivative financial liabilities:
   
     
     
     
 
Interest rate swap contracts
   
8,148
     
0
     
8,148
     
0
 
TBA mortgage-backed securities
   
19,647
     
0
     
19,647
     
0
 
                                 
Total derivative financial liabilities
   
27,795
     
0
     
27,795
     
0
 
(1) The equity mutual funds are within a rabbi trust for the payment of benefits under a deferred compensation plan for certain key officers of United and its subsidiaries.
 
                                 
Description
 
 
 
Fair Value at December 31, 2019 Using
 
Balance as of
December 31,
2019
 
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
 
Significant
Other
Observable
Inputs
(Level 2)
 
 
Significant
Unobservable
Inputs
(Level 3)
 
Assets
   
     
     
     
 
Available for sale debt securities:
   
     
     
     
 
U.S. Treasury securities and obligations of U.S. Government corporations and agencies
  $
58,676
    $
0
    $
58,676
    $
0
 
State and political subdivisions
   
272,362
     
0
     
272,362
     
0
 
Residential mortgage-backed securities
   
     
     
     
 
 
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Table of Contents
                                 
 
 
 
Fair Value at December 31, 2019 Using
 
Description
 
Balance as of
December 31,
2019
 
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
 
Significant
Other
Observable
Inputs
(Level 2)
 
 
Significant
Unobservable
Inputs
(Level 3)
 
Agency
   
836,534
     
0
     
836,534
     
0
 
Non-agency
   
3,833
     
0
     
3,833
     
0
 
Commercial mortgage-backed securities
   
     
     
     
 
Agency
   
614,973
     
0
     
614,973
     
0
 
Asset-backed securities
   
276,139
     
0
     
276,139
     
0
 
Trust preferred collateralized debt obligations
   
4,703
     
0
     
0
     
4,703
 
Single issue trust preferred securities
   
16,774
     
0
     
16,774
     
0
 
Other corporate securities
   
353,302
     
6,586
     
346,716
     
0
 
 
                               
Total available for sale securities
   
2,437,296
     
6,586
     
2,426,007
     
4,703
 
Equity securities:
   
     
     
     
 
Financial services industry
   
154
     
154
     
0
     
0
 
Equity mutual funds (1)
   
3,971
     
3,971
     
0
     
0
 
Other equity securities
   
4,769
     
4,769
     
0
     
0
 
                                 
Total equity securities
   
8,894
     
8,894
     
0
     
0
 
Loans held for sale
   
384,375
     
0
     
0
     
384,375
 
Derivative financial assets:
   
     
     
     
 
Interest rate swap contracts
   
9
     
0
     
9
     
0
 
                                 
Forward sales commitments
   
4,518
     
0
     
0
     
4,518
 
Interest rate lock commitments
   
0
     
0
     
0
     
0
 
                                 
Total derivative financial assets
   
4,527
     
0
     
9
     
4,518
 
Liabilities
   
     
     
     
 
Derivative financial liabilities:
   
2,394
     
0
     
2,394
     
0
 
TBA mortgage-backed securities
   
671
     
0
     
671
     
0
 
                                 
Total derivative financial liabilities
   
3,065
     
0
     
3,065
     
0
 
 
 
 
 
 
 
 
 
(1) The equity mutual funds are within a rabbi trust for the payment of benefits under a deferred compensation plan for certain key officers of United and its subsidiaries.
 
 
 
 
 
 
 
There were no transfers between Level 1 and Level 2 for financial assets and liabilities measured at fair value on a recurring basis during the three months ended March 31, 2020 and the year ended December 31, 2019.
The following table presents additional information about financial assets and liabilities measured at fair value at March 31, 2020 and December 31, 2019 on a recurring basis and for which United has utilized Level 3 inputs to determine fair value:
                 
 
Available for sale
Securities
 
 
Trust preferred
collateralized debt obligations
 
 
March 31,
2020
 
 
December 31,
2019
 
Balance, beginning of period
  $
4,703
    $
5,917
 
Total gains or losses (realized/unrealized):
   
     
 
Included in earnings (or changes in net assets)
   
0
     
(155
)
Included in other comprehensive income
   
(519
)    
(1,059
)
Purchases, issuances, and settlements
   
0
     
0
 
Sales
   
0
     
0
 
 
 
 
 
 
 
 
40

                 
 
Available for sale
Securities
 
 
Trust preferred
collateralized debt obligations
 
 
March 31,
2020
 
 
December 31,
2019
 
Transfers in and/or out of Level 3
   
0
     
0
 
 
 
 
 
 
 
 
 
 
Balance, end of period
  $
4,184
    $
4,703
 
 
 
 
 
 
 
 
 
 
The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at reporting date
  $
0
    $
0
 
 
 
 
 
 
Loans held for sale
 
 
March 31,
2020
 
 
December 31,
2019
 
Balance, beginning of period
  $
384,375
    $
247,104
 
Originations
   
904,949
     
2,941,722
 
Sales
   
(814,543
)    
(2,888,257
)
Total gains or losses during the period recognized in earnings
   
21,151
     
83,806
 
Transfers in and/or out of Level 3
   
0
     
0
 
 
 
 
 
 
 
 
 
 
Balance, end of period
  $
495,932
    $
384,375
 
 
 
 
 
 
 
 
 
 
The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at reporting date
 
$
0
 
 
$
0
 
 
                 
 
Derivative Financial Assets
Interest Rate Lock
Commitments
 
 
March 31,
2020
 
 
December 31,
 
 

2019
 
Balance, beginning of period
  $
4,518
    $
4,103
 
Transfers other
   
13,813
     
415
 
                 
Balance, end of period
  $
18,331
    $
4,518
 
                 
The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the
change in unrealized gains or losses relating to assets still held at reporting date
  $
0
    $
0
 
 
 
Certain financial assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of
lower-of-cost-or
-market
accounting or write-downs of individual assets.
Fair Value Option
United elected the fair value option for the loans held for sale in its mortgage banking segment to mitigate a divergence between accounting losses and economic exposure.
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The following table reflects the change in fair value included in earnings of financial instruments for which the fair value option has been elected:
                 
Description
 
Three Months Ended
March 31, 2020
 
 
Three Months Ended
March 31, 2019
 
Assets
   
     
 
Loans held for sale
   
     
 
Income from mortgage banking activities
  $
1,625
    $
(617
)
 
 
 
 
 
 
 
 
The following table reflects the difference between the aggregate fair value and the remaining contractual principal outstanding for financial instruments for which the fair value option has been elected:
                                                 
 
March 31, 2020
   
December 31, 2019
 
Description
 
Unpaid
Principal
Balance
 
 
Fair Value
 
 
Fair Value
Over/
(Under)
Unpaid
Principal
Balance
 
 
Unpaid
Principal
Balance
 
 
Fair Value
 
 
Fair Value
Over/
(Under)
Unpaid
Principal
Balance
 
Assets
   
     
     
     
     
     
 
Loans held for sale
  $
485,206
    $
495,932
    $
10,726
    $
375,274
    $
384,375
    $
9,101
 
 
 
 
 
 
 
 
 
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The following describes the valuation techniques used by United to measure certain financial assets recorded at fair value on a nonrecurring basis in the financial statements.
Loans held for sale
: Loans held for sale within the community banking segment that are delivered on a best efforts basis are carried at the lower of cost or fair value. The fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, United records any fair value adjustments for these loans held for sale on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during the three months ended March 31, 2020. Gains and losses on sale of loans are recorded within income from mortgage banking activities on the Consolidated Statements of Income.
Individually assessed loans
: In the determination of the allowance for loan losses, loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. When management determines that foreclosure is probable or when the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. Fair value is measured using a market approach based on the value of the collateral securing the loans. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing an appraisal conducted by an independent, licensed appraiser outside of the Company using comparable property sales (Level 2). However, if the collateral is a house or building in the process of construction or if an appraisal of the real estate property is over two years old, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business’ financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). For individually assessed loans, a specific reserve is established through the allowance for loan losses, if necessary, by estimating the fair value of the underlying collateral on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for credit losses expense on the Consolidated Statements of Income.
OREO
: OREO consists of real estate acquired in foreclosure or other settlement of loans. Such assets are carried on the balance sheet at the lower of the investment in the assets or the fair value of the assets less estimated selling costs. Fair value is determined by one of two market approach methods depending on whether the property has been vacated and an appraisal can be conducted. If the property has yet to be vacated and thus an appraisal cannot be performed, a Brokers Price Opinion (i.e. BPO), is obtained. A BPO represents a best estimate valuation performed by a realtor
42

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based on knowledge of current property values and a visual examination of the exterior condition of the property. Once the property is subsequently vacated, a formal appraisal is obtained and the recorded asset value appropriately adjusted. On the other hand, if the OREO property has been vacated and an appraisal can be conducted, the fair value of the property is determined based upon the appraisal using a market approach. An authorized independent appraiser conducts appraisals for United. Appraisals for property other than ongoing construction are based on consideration of comparable property sales (Level 2). In contrast, valuation of ongoing construction assets requires some degree of professional judgment. In conducting an appraisal for ongoing construction property, the appraiser develops two appraised amounts: an “as is” appraised value and a “completed” value. Based on professional judgment and their knowledge of the particular situation, management determines the appropriate fair value to be utilized for such property (Level 3). As a matter of policy, valuations are reviewed at least annually and appraisals are generally updated on a
bi-annual
basis with values lowered as necessary.
Intangible Assets
: For United, intangible assets consist of goodwill and core deposit intangibles. Goodwill is tested for impairment at least annually or sooner if indicators of impairment exist. Goodwill impairment would be defined as the difference between the recorded value of goodwill (i.e. book value) and the implied fair value of goodwill. In determining the implied fair value of goodwill for purposes of evaluating goodwill impairment, United determines the fair value of the reporting unit and compares the fair value to its carrying value. United may elect to perform a qualitative analysis to determine whether or not it is more-likely-than not that the fair value of a reporting unit is less than its carrying amount. If United elects to bypass this qualitative analysis, or concludes via qualitative analysis that it is
more-likely-than-not
that the fair value of a reporting unit is less than its carrying value, United may use either a market or income quantitative approach, whichever is more practical, to determine the fair value of the reporting unit to compare to its carrying value as step one. If the fair value is greater than the carrying value, then the reporting unit’s goodwill is deemed not to be impaired. If the fair value is less than the carrying value, then a second step is performed which measures the amount of impairment by comparing the carrying amount of the goodwill to its implied fair value. If the implied fair value of the goodwill exceeds the carrying amount, there is no impairment. If the carrying amount exceeds the implied fair value of goodwill, an impairment charge is recorded for the excess. At each reporting date, the Company considers potential indicators of impairment. Given the current economic uncertainty and volatility surrounding COVID-19 and the performance of the Company’s stock, United performed a qualitative assessment to determine if any indicators of impairment would imply that it was more likely than not that goodwill was impaired as of March 31, 2020. After assessing several impairment indicators, United determined that it was not more-
likely-than-not
that goodwill was impaired as of March 31, 2020. In subsequent periods,
COVID-19
could cause a further and sustained decline in our stock price and other impairment indicators which would cause us to perform a goodwill impairment test and could result in an impairment charge being recorded for that period if the carrying value of goodwill was found to exceed fair value. Core deposit intangibles relate to the estimated value of the deposit base of acquired institutions. Management reviews core deposit intangible assets on an annual basis, or sooner if indicators of impairment exist, and evaluates changes in facts and circumstances that may indicate impairment in the carrying value. No other fair value measurement of intangible assets was made during the first three months of 2020 and 2019.
43

The following table summarizes United’s financial assets that were measured at fair value on a nonrecurring basis during the period:
                                         
 
 
 
Carrying value at March 31, 2020
   
 
Description
 
Balance as of
March 31,
2020
 
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
 
Significant
Other
Observable
Inputs
(Level 2)
 
 
Significant
Unobservable
Inputs
(Level 3)
 
 
YTD
 Gains
(Losses)
 
Assets
   
     
     
     
     
 
Loans held for sale
  $
7,582
    $
0
    $
7,582
    $
0
    $
(2
)
Individually assessed loans
   
62,315
     
0
     
59,005
     
3,310
     
349
 
OREO
   
15,849
     
0
     
15,849
     
0
     
(180
)
 
 
 
 
 
 
 
 
 
 
 
 
                                         
 
 
 
Carrying value at December 31, 2019
   
 
Description
 
Balance as of
December 31,
2019
 
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
 
 
Significant
Other
Observable
Inputs
(Level 2)
 
 
Significant
Unobservable
Inputs
(Level 3)
 
 
YTD
 Gains
(Losses)
 
Assets
   
     
     
     
     
 
Loans held for sale
  $
3,139
    $
0
    $
3,139
    $
0
    $
(4
)
Impaired Loans
   
68,213
     
0
     
55,792
     
12,421
     
1,831
 
OREO
   
15,515
     
0
     
15,495
     
20
     
(785
)
 
 
 
 
 
Fair Value of Other Financial Instruments
The following methods and assumptions were used by United in estimating its fair value disclosures for other financial instruments:
Cash and Cash Equivalents:
The carrying amounts reported in the balance sheet for cash and cash equivalents approximate those assets’ fair values.
Securities held to maturity and other securities:
The estimated fair values of securities held to maturity are based on quoted market prices, where available. If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that considers observable market data. Any securities held to maturity, not valued based upon the methods above, are valued based on a discounted cash flow methodology using appropriately adjusted discount rates reflecting nonperformance and liquidity risks. Other securities consist mainly of shares of Federal Home Loan Bank and Federal Reserve Bank stock that do not have readily determinable fair values and are carried at cost.
Loans
: The fair values of certain mortgage loans (e.g.,
one-to-four
family residential), credit card loans, and other consumer loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. The fair values of other loans (e.g., commercial real estate and rental property mortgage loans, commercial and industrial loans, financial institution loans and agricultural loans) are estimated using discounted cash flow analyses, using market interest rates currently being offered for loans with similar terms to borrowers of similar creditworthiness, which include adjustments for liquidity concerns. For acquired impaired loans, fair value is assumed to equal United’s carrying value, which represents the present value of expected future principal and interest cash flows, as adjusted for any Allowance for Credit Losses recorded for these loans.
Deposits
: The fair values of demand deposits (e.g., interest and noninterest checking, regular savings and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date. Fair values of fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.
Short-term Borrowings:
The carrying amounts of federal funds purchased, borrowings under repurchase agreements and any other short-term borrowings approximate their fair values.
Long-term Borrowings:
The fair values of United’s Federal Home Loan Bank borrowings and trust preferred securities are estimated using discounted cash flow analyses, based on United’s current incremental borrowing rates for similar types of borrowing arrangements.
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Table of Contents
Summary of
Fair Values for All Financial Instruments
The estimated fair values of United’s financial instruments are summarized below:
                                         
 
 
 
 
 
Fair Value Measurements
 
 
Carrying

Amount
 
 
Fair Value
 
 
Quoted Prices

in Active

Markets for

Identical

Assets

(Level 1)
 
 
Significant
Other
Observable
Inputs
(Level 2)
 
 
Significant
Unobservable
Inputs
(Level 3)
 
March 31, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
  $
1,336,833
    $
1,336,833
    $
0
    $
1,336,833
    $
0
 
Securities available for sale
   
2,417,521
     
2,417,521
     
6,543
     
2,406,794
     
4,184
 
Securities held to maturity
   
1,226
     
1,223
     
0
     
203
     
1,020
 
Equity securities
   
9,013
     
9,013
     
9,013
     
0
     
0
 
Other securities
   
245,655
     
233,372
     
0
     
0
     
233,372
 
Loans held for sale
   
503,514
     
503,514
     
0
     
7,582
     
495,932
 
Net loans
   
13,700,635
     
13,373,811
     
0
     
0
     
13,373,811
 
Derivative financial assets
   
19,091
     
19,091
     
0
     
760
     
18,331
 
Deposits
   
14,014,168
     
14,016,870
     
0
     
14,016,870
     
0
 
Short-term borrowings
   
599,561
     
599,561
     
0
     
599,561
     
0
 
Long-term borrowings
   
2,087,761
     
2,080,022
     
0
     
2,080,022
     
0
 
Derivative financial liabilities
   
27,795
     
27,795
     
0
     
27,795
     
0
 
December 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
  $
837,493
    $
837,493
    $
0
    $
837,493
    $
0
 
Securities available for sale
   
2,437,296
     
2,437,296
     
6,586
     
2,426,007
     
4,703
 
Securities held to maturity
   
1,446
     
1,447
     
0
     
427
     
1,020
 
Equity securities
   
8,894
     
8,894
     
8,894
     
0
     
0
 
Other securities
   
222,161
     
211,053
     
0
     
0
     
211,053
 
Loans held for sale
   
387,514
     
387,514
     
0
     
3,139
     
384,375
 
Net loans
   
13,635,072
     
13,185,955
     
0
     
0
     
13,185,955
 
Derivative financial assets
   
4,527
     
4,527
     
0
     
9
     
4,518
 
Deposits
   
13,852,421
     
13,843,077
     
0
     
13,843,077
     
0
 
Short-term borrowings
   
374,654
     
374,654
     
0
     
374,654
     
0
 
Long-term borrowings
   
1,838,029
     
1,820,297
     
0
     
1,820,297
     
0
 
Derivative financial liabilities
   
3,065
     
3,065
     
0
     
3,065
     
0
 
 
 
 
 
 
 
14. STOCK BASED COMPENSATION
On May 18, 2016, United’s shareholders approved the 2016 Long-Term Incentive Plan (2016 LTI Plan). The 2016 LTI Plan became effective as of May 18, 2016. An award granted under the 2016 LTI Plan may consist of any
non-qualified
stock options or incentive stock options, stock appreciation rights (SARs), restricted stock, restricted stock units, performance units or other-stock-based award. These awards all relate to the common stock of United. The maximum number of shares of United common stock which may be issued under the 2016 LTI Plan is 1,700,000. The 2016 LTI Plan will be administered by a board committee appointed by United’s Board of Directors (the Board). Unless otherwise determined by the Board, the Compensation Committee of the Board (the Committee) shall administer the 2016 LTI Plan. Any and all shares may be issued in respect of any of the types of Awards, provided that (1) the aggregate number of shares that may be issued in respect of restricted stock awards, and restricted stock unit awards which are settled in shares is 500,000, and (2) the aggregate number of shares that may be issued pursuant
45

Table of Contents
to stock options is 1,200,000. The shares to be offered under the 2016 LTI Plan may be authorized and unissued shares or treasury shares. The maximum number of options and SARs, in the aggregate, which may be awarded to any individual key employee during any calendar year is 100,000. The maximum number of stock options and SARs, in the aggregate, which may be awarded to any
non-employee
director during any calendar year is 10,000. The maximum number of shares of restricted stock or shares subject to a restricted stock units award that may be granted during any calendar year is 50,000 shares to any individual key employee and 5,000 shares to any individual
non-employee
director. Subject to certain change in control provisions, the 2016 LTI Plan provides that awards of restricted stock and restricted stock units will vest as the Committee determines in the award agreement, provided that no awards will vest sooner than 1/3 per year over the first three anniversaries of the award. Awards granted to executive officers of United typically will have performance based vesting conditions. A Form
S-8
was filed on July 29, 2016 with the Securities and Exchange Commission to register all the shares which were available for the 2016 LTI Plan. 
Compensation expense of $1,253 and $1,113 related to the nonvested awards under United’s Long-Term Incentive Plans was incurred for the first quarter of 2020 and 2019, respectively. Compensation expense was included in employee compensation in the unaudited Consolidated Statements of Income.
 
Stock Options
United currently has options outstanding from various option plans other than the 2016 LTI Plan (the Prior Plans); however, no common shares of United stock are available for grants under the Prior Plans as these plans have expired. Awards outstanding under the Prior Plans will remain in effect in accordance with their respective terms. The maximum term for options granted under the plans is ten (10) years.
 
A summary of activity under United’s stock option plans as of March 31, 2020, and the changes during the first three months of 2020 are presented below:
                                 
 
Three Months Ended March 31, 2020
 
 
 
 
 
 
Weighted Average
 
 
 
 
Aggregate
 
 
Remaining
 
 
 
 
 
 
Intrinsic
 
 
Contractual
 
 
Exercise
 
 
Shares
 
 
Value
 
 
Term (Yrs.)
 
 
Price
 
Outstanding at January 1, 2020
   
1,715,316
     
     
    $
34.49
 
Granted
   
183,551
     
     
     
32.51
 
Exercised
   
(14,694
)    
     
     
20.31
 
Forfeited or expired
   
(6,088
)    
     
     
27.31
 
                                 
Outstanding at March 31, 2020
   
1,878,085
    $
174,324
     
5.8
    $
34.43
 
                                 
Exercisable at March 31, 2020
   
1,332,280
    $
174,324
     
4.6
    $
33.37
 
                                 
 
 
 
The following table summarizes the status of United’s nonvested stock option awards during the first three months of 2020:
                 
 
Shares
 
 
Weighted-Average

Grant Date Fair Value
Per Share
 
Nonvested at January 1, 2020
   
589,737
    $
7.62
 
Granted
   
183,551
     
5.65
 
Vested
   
(225,132
)    
7.68
 
Forfeited or expired
   
(2,351
)    
7.32
 
                 
Nonvested at March 31, 2020
   
545,805
    $
  6.94
 
                 
 
 
 
 
 
 
 
 
 
 
During the three months ended March 31, 2020 and 2019, 14,694 and 33,816 shares, respectively, were issued in connection with stock option exercises. All shares issued in connection with stock option exercises for the three months ended March 31, 2020 and 2019 were issued from authorized and unissued stock. The total intrinsic value of options exercised under the Plans during the three months ended March 31, 2020 and 2019 was $248 and $554
 respectivel
y.
46

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Restricted Stock
Under the 2016 LTI Plan, United may award restricted common shares to key employees and
non-employee
directors. Restricted shares granted to participants have a four-year time-based vesting period. Recipients of restricted shares do not pay any consideration to United for the shares, have the right to vote all shares subject to such grant and receive all dividends with respect to such shares, whether or not the shares have vested. Presently, these nonvested participating securities have an immaterial impact on diluted earnings per share.
The following summarizes the changes to United’s restricted common shares for the period ended March 31, 2020:
                 
 
Number
 
of Shares
 
 
Weighted-Average

Grant Date Fair Value
Per Share
 
Outstanding at January 1, 2020
   
247,896
    $
  39.20
 
Granted
   
175,495
     
32.51
 
Vested
   
(88,545
)    
39.32
 
Forfeited
   
(946
)    
36.58
 
                 
Outstanding at March 31, 2020
   
333,900
    $
35.66
 
                 
 
 
 
 
 
 
 
 
 
15. EMPLOYEE BENEFIT PLANS
United has a defined benefit retirement plan covering qualified employees. Pension benefits are based on years of service and the average of the employee’s highest five consecutive plan years of basic compensation paid during the ten plan years preceding the date of determination. Contributions are intended to provide not only for benefits attributed to service to date, but also for those expected to be earned in the future. No discretionary contributions were made during the first quarter of 2020 a
n
d 2019.
In September of 2007, after a recommendation by United’s Pension Committee and approval by United’s Board of Directors, the United Bankshares, Inc. Pension Plan (the Plan) was amended to change the participation rules. The decision to change the participation rules for the Plan followed current industry trends, as many large and medium size companies had taken similar steps. The amendment provides that employees hired on or after October 1, 2007, will not be eligible to participate in the Plan. However, new employees will be eligible to participate in United’s Savings and Stock Investment 401(k) plan. This change had no impact on current employees hired prior to October 1, 2007 as they will continue to participate in the Plan, with no change in benefit provisions, and will continue to be eligible to participate in United’s Savings and Stock Investment 401(k) plan.
Included in accumulated other comprehensive income at December 31, 2019 are unrecognized actuarial losses of $60,894 ($46,706 net of tax) that have not yet been recognized in net periodic pension cost. The amortization of this item expected to be recognized in net periodic pension cost during the fiscal year ended December 31, 2020 is $5,802 ($4,450 net of tax).
Net periodic pension cost for the three months ended March 31, 2020 and 2019 included the following components:
                 
 
Three Months Ended
 
March 31
 
 
2020
 
 
2019
 
Service cost
  $
715
    $
555
 
Interest cost
   
1,287
     
1,442
 
Expected return on plan assets
   
(2,629
)    
(2,330
)
Amortization of transition asset
   
0
     
0
 
Recognized net actuarial loss
   
1,442
     
1,171
 
 
 
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Three Months Ended
 
March 31
 
 
2020
 
 
2019
 
Amortization of prior service cost
   
0
     
0
 
Net periodic pension (benefit) cost
 
$
815
 
 
$
838
 
Weighted-Average Assumptions:
 
 
 
 
 
 
Discount Rate
   
3.42
%    
4.52
%
Expected return on assets
   
6.75
%    
7.00
%
Rate of Compensation Increase (prior to age 40)
   
5.00
%    
n/a
 
Rate of Compensation Increase (ages
40-54)
   
4.00
%    
n/a
 
Rate of Compensation Increase (prior to age 45)
   
n/a
     
3.50
%
Rate of Compensation Increase
   
3.50
%    
3.00
%
 
16. INCOME TAXES
United records a liability for uncertain income tax positions based on a recognition threshold of
more-likely-than-not,
and a measurement attribute for all tax positions taken on a tax return, in order for those tax positions to be recognized in the financial statements.
As of March 31, 2020 and 2019, the total amount of accrued interest related to uncertain tax positions was $693 and $700, respectively. United accounts for interest and penalties related to uncertain tax positions as part of its provision for federal and state income taxes.
United is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ended December 31, 2016, 2017 and 2018 and certain State Taxing authorities for the years ended December 31, 2016 through 2018.
United’s effective tax rate was 19.75% for the first quarter of 2020 and 21.40% for the first quarter of 2019.
17. COMPREHENSIVE INCOME
The components of total comprehensive income for the three months ended March 31, 2020 and 2019 are as follows:
                 
 
Three Months Ended
 
 
March 31
 
 
2020
 
 
2019
 
Net Income
 
$
40,183
 
 
$
63,642
 
Available for sale (“AFS”) securities:
   
     
 
Change in net unrealized gain on AFS securities arising during the period
   
23,103
     
22,238
 
Related income tax effect
   
(5,383
)    
(5,182
)
Net reclassification adjustment for losses (gains) included in net income
   
(175
)    
(348
)
Related income tax (benefit) expense
   
41
     
81
 
                 
   
17,586
 
 
 
16,789
 
                 
Net effect of AFS securities on other comprehensive income
 
 
17,586
 
 
 
16,789
 
Pension plan:
   
     
 
Recognized net actuarial loss
   
1,442
     
1,171
 
Related income tax benefit
   
(330
)    
(261
)
                 
Net effect of change in pension plan asset on other comprehensive income
 
 
1,112
 
 
 
910
 
                 
Total change in other comprehensive income
 
 
18,698
 
 
 
17,699
 
                 
Total Comprehensive Income
 
$
58,881
 
 
$
81,341
 
                 
 
 
 
 
 
 
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The components of accumulated other comprehensive income for the three months ended March 31, 2020 are as follows:
Changes in Accumulated Other Comprehensive Income (AOCI) by Component 
(a)
For the Three Months Ended March 31, 2020
 
                         
 
Unrealized
Gains/Losses
on AFS
Securities
 
 
Defined
Benefit
Pension
Items
 
 
Total
 
Balance at January 1, 2020
  $
7,956
    $
(42,825
)   $
(34,869
)
Other comprehensive income before reclassification
   
17,720
     
0
     
17,720
 
Amounts reclassified from accumulated other comprehensive income
   
(134
)    
1,112
     
978
 
                         
Net current-period other comprehensive income, net of tax
   
17,586
     
1,112
     
18,698
 
                         
Balance at March 31, 2020
  $
25,542
    $
(41,713
)   $
(16,171
)
                         
 
 
Reclassifications out of Accumulated Other Comprehensive Income (AOCI)
For the Three Months Ended March 31, 2020
             
Details about AOCI Components
 
Amount
Reclassified
from AOCI
 
 
Affected Line Item in the Statement Where
Net Income is Presented
Available for sale (“AFS”) securities:
   
   
Net reclassification adjustment for losses
(gains) included in net income
  $
(175
)  
Net investment securities (losses) gains
             
   
(175
)  
Total before tax
Related income tax effect
   
41
   
Tax expense
             
   
(134
)  
Net of tax
Pension plan:
   
   
Recognized net actuarial loss
   
1,442
(a)  
             
   
1,442
   
Total before tax
Related income tax effect
   
(330
)  
Tax expense
             
   
1,112
   
Net of tax
             
Total reclassifications for the period
  $
978
   
             
 
 
 
 
 
(a) This AOCI component is included in the computation of net periodic pension cost (see Note 15, Employee Benefit Plans)
 
 
 
 
18. EARNINGS PER SHARE
The reconciliation of the numerator and denominator of basic earnings per share with that of diluted earnings per share is presented as follows:    
                 
 
Three Months Ended
 
 
March 31
 
 
2020
 
 
2019
 
Distributed earnings allocated to common stock
  $
35,487
    $
34,672
 
Undistributed earnings allocated to common stock
   
4,578
     
28,830
 
                 
Net earnings allocated to common shareholders
  $
40,065
    $
63,502
 
                 
Average common shares outstanding
   
101,295,073
     
101,894,786
 
Common stock equivalents
   
104,108
     
267,918
 
                 
Average diluted shares outstanding
   
101,399,181
     
102,162,704
 
                 
Earnings per basic common share
  $
0.40
    $
0.62
 
Earnings per diluted common share
  $
0.40
    $
0.62
 
 
 
 
 
 
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19. VARIABLE INTEREST ENTITIES
Variable interest entities (VIEs) are entities that either have a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to make significant decisions, through voting rights, right to receive the expected residual returns of the entity, and obligation to absorb the expected losses of the entity). VIEs can be structured as corporations, trusts, partnerships, or other legal entities. United’s business practices include relationships with certain VIEs. For United, the business purpose of these relationships primarily consists of funding activities in the form of issuing trust preferred securities.
United currently sponsors fourteen statutory business trusts that were created for the purpose of raising funds that originally qualified for Tier I regulatory capital. As previously discussed, these trusts now are considered Tier II regulatory capital. These trusts, of which several were acquired through bank acquisitions, issued or participated in pools of trust preferred capital securities to third-party investors with the proceeds invested in junior subordinated debt securities of United. The Company, through a small capital contribution, owns 100% of the voting equity shares of each trust. The assets, liabilities, operations, and cash flows of each trust are solely related to the issuance, administration, and repayment of the preferred equity securities held by third-party investors. United fully and unconditionally guarantees the obligations of each trust and is obligated to redeem the junior subordinated debentures upon maturity.
United does not consolidate these trusts as it is not the primary beneficiary of these entities because United’s wholly owned and indirect wholly owned statutory trust subsidiaries do not have a controlling financial interest in the VIEs. A controlling financial interest is present when an enterprise has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE.
Information related to United’s statutory trusts is presented in the table below:
Description
 
Issuance Date
 
Amount of
Capital
Securities Issued
 
 
Interest Rate
 
Maturity Date
United Statutory Trust III
 
December 17, 2003
  $
20,000
   
3-month LIBOR + 2.85%
 
December 17, 2033
United Statutory Trust IV
 
December 19, 2003
  $
25,000
   
3-month LIBOR + 2.85%
 
January 23, 2034
United Statutory Trust V
 
July 12, 2007
  $
50,000
   
3-month LIBOR + 1.55%
 
October 1, 2037
United Statutory Trust VI
 
September 20, 2007
  $
30,000
   
3-month LIBOR + 1.30%
 
December 15, 2037
Premier Statutory Trust II
 
September 25, 2003
  $
6,000
   
3-month LIBOR + 3.10%
 
October 8, 2033
Premier Statutory Trust III
 
May 16, 2005
  $
8,000
   
3-month LIBOR + 1.74%
 
June 15, 2035
Premier Statutory Trust IV
 
June 20, 2006
  $
14,000
   
3-month LIBOR + 1.55%
 
September 23, 2036
Premier Statutory Trust V
 
December 14, 2006
  $
10,000
   
3-month LIBOR + 1.61%
 
March 1, 2037
Centra Statutory Trust I
 
September 20, 2004
  $
10,000
   
3-month LIBOR + 2.29%
 
September 20, 2034
Centra Statutory Trust II
 
June 15, 2006
  $
10,000
   
3-month LIBOR + 1.65%
 
July 7, 2036
Virginia Commerce Trust II
 
December 19, 2002
  $
15,000
   
6-month LIBOR + 3.30%
 
December 19, 2032
Virginia Commerce Trust III
 
December 20, 2005
  $
25,000
   
3-month LIBOR + 1.42%
 
February 23, 2036
Cardinal Statutory Trust I
 
July 27, 2004
  $
20,000
   
3-month LIBOR + 2.40%
 
September 15, 2034
UFBC Capital Trust I
 
December 30, 2004
  $
5,000
   
3-month LIBOR + 2.10%
 
March 15, 2035
United, through its banking subsidiary, also makes limited partner equity investments in various low income housing and community development partnerships sponsored by independent third-parties. United invests in these partnerships to either realize tax credits on its consolidated federal income tax return or for purposes of earning a return on its investment. These partnerships are considered VIEs as the limited partners lack a controlling financial interest in the entities through their inability to make decisions that have a significant effect on the operations and success of the partnerships. United’s limited partner interests in these entities is immaterial, however; these partnerships are not consolidated as United is not deemed to be the primary beneficiary.
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The following table summarizes quantitative information about United’s significant involvement in unconsolidated VIEs:
 
As of March 31, 2020
   
As of December 31, 2019
 
 
 
Aggregate
Assets
 
 
Aggregate
Liabilities
 
 
Risk Of
Loss 
(1)
 
 
Aggregate
Assets
 
 
Aggregate
Liabilities
 
 
Risk Of
Loss 
(1)
 
Trust preferred securities
  $
257,793
    $
248,477
    $
9,316
    $
257,941
    $
248,680
    $
9,261
 
(1) Represents investment in VIEs.
20. SEGMENT INFORMATION
United operates in two business segments: community banking and mortgage banking. Through its community banking segment, United offers a full range of products and services through various delivery channels. In particular, the community banking segment includes both commercial and consumer lending and provides customers with such products as commercial loans, real estate loans, business financing and consumer loans. In addition, this segment provides customers with several choices of deposit products including demand deposit accounts, savings accounts and certificates of deposit as well as investment and financial advisory services to businesses and individuals, including financial planning, retirement/estate planning, and investment management. The mortgage banking segment engages primarily in the origination and acquisition of residential mortgages for sale into the secondary market though George Mason.
The community banking segment provides the mortgage banking segment (George Mason) with short-term funds to originate mortgage loans through a warehouse line of credit and charges the mortgage banking segment interest based on the
30-day
LIBOR rate. These transactions are eliminated in the consolidation process.
The Company does not have any operating segments other than those reported. The “Other” category consists of financial information not directly attributable to a specific segment, including interest income from investments and net securities gains or losses of parent companies and their
non-banking
subsidiaries, interest expense related to subordinated notes of unconsolidated subsidiaries as well as the elimination of
non-segment
related intercompany transactions such as management fees. The “Other” represents an overhead function rather than an operating segment.
Information about the reportable segments and reconciliation of this information to the consolidated financial statements at and for the three months ended March 31, 2020 and 2019 is as follows:
 
At and For the Three Months Ended March 31, 2020
 
 
Community
Banking
 
 
Mortgage
Banking
 
 
Other
 
 
Intersegment
Eliminations
 
 
Consolidated
 
Net interest income
  $
140,420
    $
949
    $
(2,689
)   $
2,838
    $
141,518
 
Provision for loans losses
   
27,119
     
0
     
0
     
0
     
27,119
 
Other income
   
19,567
     
21,190
     
9
     
(3,960
)    
36,806
 
Other expense
   
80,464
     
20,757
     
1,034
     
(1,122
)    
101,133
 
Income taxes
   
10,350
     
273
     
(734
)    
0
     
9,889
 
                                         
Net income (loss)
  $
42,054
    $
1,109
    $
(2,980
)   $
0
    $
40,183
 
                                         
Total assets (liabilities)
  $
20,159,252
    $
610,768
    $
18,174
    $
(417,541
)   $
20,370,653
 
Average assets (liabilities)
   
19,503,515
     
366,379
     
6,189
     
(276,830
)    
19,599,253
 
 
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At and For the Three Months Ended March 31, 2019
 
 
Community
Banking
 
 
Mortgage
Banking
 
 
Other
 
 
Intersegment
Eliminations
 
 
Consolidated
 
Net interest income
  $
145,890
    $
55
    $
(3,323
)   $
1,546
    $
144,168
 
Provision for loans losses
   
4,996
     
0
     
0
     
0
     
4,996
 
Other income
   
17,653
     
16,106
     
201
     
(2,737
)    
31,223
 
Other expense
   
75,994
     
14,842
     
(220
)    
(1,191
)    
89,425
 
Income taxes
   
17,666
     
282
     
(620
)    
0
     
17,328
 
                                         
Net income (loss)
  $
64,887
    $
1,037
    $
(2,282
)   $
0
    $
63,642
 
                                         
Total assets (liabilities)
  $
19,561,745
    $
316,106
    $
6,170
    $
(238,888
)   $
19,645,133
 
Average assets (liabilities)
   
19,200,980
     
265,151
     
(1,848
)    
(214,663
)    
19,249,620
 
Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Congress passed the Private Securities Litigation Act of 1995 to encourage corporations to provide investors with information about the company’s anticipated future financial performance, goals, and strategies. The act provides a safe harbor for such disclosure, in other words, protection from unwarranted litigation if actual results are not the same as management expectations.
United desires to provide its shareholders with sound information about past performance and future trends. Consequently, any forward-looking statements contained in this report, in a report incorporated by reference to this report, or made by management of United in this report, in any other reports and filings, in press releases and in oral statements, involve numerous assumptions, risks and uncertainties. Forward-looking statements can be identified by the use of the words “expect,” “may,” “could,” “intend,” “project,” “estimate,” “believe,” “anticipate,” and other words of similar meaning. Such forward-looking statements are based on assumptions and estimates, which although believed to be reasonable, may turn out to be incorrect, such as statements about the potential impacts of the
COVID-19
pandemic. Therefore, undue reliance should not be placed upon these estimates and statements. United cannot assure that any of these statements, estimates, or beliefs will be realized and actual results may differ from those contemplated in these “forward-looking statements.” United undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.
CORONAVIRUS
(COVID-19)
PANDEMIC
As of December 31, 2019, there were reported cases of a “pneumonia of unknown cause” that were limited to one region of the world. By January 7, 2020, the exact strain, a new type of coronavirus, was identified, and initially named 2019-nCoV. On January 21, 2020 the first case of the new cornonavirus was reported in the U.S. On January 30, 2020, the World Health Organization (WHO) declared the outbreak a “Public Health Emergency of International Concern.” In February of 2020, the WHO officially began calling the disease
COVID-19.
On March 11, 2020, the WHO characterized the
COVID-19
outbreak as a pandemic. In the U.S., President Trump declared the
COVID-19
pandemic a national emergency on March 13, 2020.
The
COVID-19
pandemic has had a severe disruptive impact on the U.S. and global economy with businesses closing in response to the pandemic. The economic disruption caused by the virus outbreak has caused downturns and increased uncertainty and volatility in financial markets. Individual state governmental responses to the pandemic have included orders closing
“non-essential”
businesses temporarily and directing individuals to restrict their movements, observe social distancing and “shelter-
in-place.”
These actions, together with responses to the pandemic by businesses and individuals, have resulted in rapid decreases in commercial and consumer activity, temporary
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closures of many businesses that have led to a loss of revenues and a rapid increase in unemployment, material decreases in oil and gas prices, disrupted global supply chains, changes in consumer behavior because of the potential exposure to the virus, related emergency response legislation and an expectation that Federal Reserve policy will maintain a low interest rate environment for the foreseeable future.
On March 29, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, which authorized approximately $2 trillion in relief to businesses and workers that have been affected by events related to COVID-19. The CARES Act includes the Paycheck Protection Program (PPP), a nearly $350 billion program designed to aid small- and
medium-sized
businesses through federally guaranteed loans distributed through banks. These loans are intended to guarantee eight weeks of payroll and other costs to help those businesses remain viable and allow their workers to pay their bills. The CARES Act marked the third federal legislative response to the ongoing coronavirus outbreak, following the enactment on March 6, 2020 of supplemental appropriations in the “Coronavirus Preparedness and Response Supplemental Appropriations Act, 2020” and the enactment on March 18, 2020 of provisions relating to, among other things, paid sick leave and
COVID-19
testing in the “Families First Coronavirus Response Act.”
On April 16, 2020, the Small Business Administration (SBA) announced that all available funds under the PPP had been exhausted and applications were no longer being accepted. In response, President Trump signed into law the “Paycheck Protection Program and Health Care Enhancement Act” on April 24, 2020. This legislation provides additional fiscal year (FY) 2020 emergency supplemental funding to increase by $310 billion, the amount authorized and appropriated for commitments for the PPP authorized under section 7(a) of the Small Business Act, economic injury disaster loans and emergency grants under the CARES Act, to fund hospital and provider recovery and testing, and for other purposes. The SBA resumed accepting PPP loan applications on April 27, 2020 from approved lenders on behalf of any eligible borrower. 
As of
mid-April,
United had processed over 3,000 loans totaling over $900 million under the PPP prior to all of the available “first round” funds for the program being exhausted. The SBA resumed accepting PPP loan applications on April 27, 2020 for the “second round” of funds from approved lenders on behalf of any eligible borrower. United has started processing loans under this “second round” of government funding.
Impact on our Operations
. In the states where United operates, many jurisdictions have declared health emergencies. The resulting closures of
non-essential
businesses and related economic disruption has impacted our operations as well as the operations of our customers. Financial services have been identified as a Critical Infrastructure Sector by the Department of Homeland Security. Accordingly, our business remains open. To address the issues arising as a result of
COVID-19,
and in order to facilitate the continued delivery of essential services while maintaining a high level of safety for our customers as well as our employees, United has implemented the following policies:
  Restricted all
non-essential
travel and large external gatherings and have instituted a mandatory quarantine period for anyone that has traveled to an impacted area.
 
  Temporarily closed all of our financial center lobbies and other corporate facilities to
non-employees,
except for certain limited cases by appointment only. United continues to serve our consumer and business customers through our drive-through facilities, ATMs, internet banking, mobile app and telephone customer service capabilities.
 
  Expanded remote-access availability so that our work-force has the capability to work from home or other remote locations. All activities are performed in accordance with our compliance and information security policies designed to ensure customer data and other information is properly safeguarded.
 
  Instituted mandatory social distancing policies for those employees not working remotely. Members of certain operations teams have been split into separate buildings or locations to create redundancy for key functions across the organization.
 
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United is currently unable to fully assess or predict the extent of the effects of
COVID-19
on our operations as the ultimate impact will depend on factors that are currently unknown and/or beyond our control.
Impact on our Financial Position and Results of Operations
. Significant uncertainties as to future economic conditions exist. While some industries have been impacted more severely than others, all businesses have been impacted to some degree. For the first quarter of 2020, the economic pressures, existing and forecasted, as of end of the quarter, coupled with the implementation of an expected loss methodology for determining United’s provision for credit losses as required by CECL contributed to an increased provision for credit losses for the quarter. Also, in United’s mortgage banking segment, a market disruption caused by the
COVID-19
pandemic resulted in significant losses on mortgage banking derivatives towards the end of the first quarter of 2020.
In addition, the economic pressures and uncertainties arising from the
COVID-19
pandemic may result in specific changes in consumer and business spending and borrowing and saving habits, affecting the demand for loans and other products and services United offers. Consumers affected by
COVID-19
may continue to demonstrate changed behavior even after the crisis is over. For example, consumers may decrease discretionary spending on a permanent or long-term basis, certain industries may take longer to recover (particularly those that rely on travel or large gatherings) as consumers may be hesitant to return to full social interaction, United lends to customers operating in such industries including energy, restaurants, hotels/lodging, aviation, entertainment, retail and commercial real estate, among others, that have been significantly impacted by
COVID-19
and we are continuing to monitor these customers closely. In response to the
COVID-19
pandemic, United has taken deliberate actions to increase
on-balance
sheet liquidity and increase capital ratio levels. In keeping with guidance from regulators, United is also actively working with
COVID-19
affected customers to waive fees from a variety of sources (overdraft fees, ATM fees, account maintenance fees, etc.) as well as affected borrowers to defer their payments, interest, and fees. These measures are thought, at this time, to be temporary in conjunction with the length of the expected
COVID-19
pandemic related economic crisis. The Company continues to monitor the impact of the
COVID-19
pandemic closely, as well as any effects that may result from the CARES Act and any subsequent legislation; however, the extent to which the
COVID-19
pandemic will impact United’s operations and financial results during the remainder of 2020 is highly uncertain.
ADOPTION OF THE CURRENT EXPECTED CREDIT LOSSES STANDARD
The Company has adopted Accounting Standards Update (ASU)
2016-13,
“Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” as amended, on January 1, 2020, as required by the Financial Accounting Standards Board (FASB). ASU No.
 2016-13
was adopted by United using a modified retrospective approach. At the January 1, 2020 date of adoption, based on forecasts of macroeconomic conditions and exposures at that time, the aggregate impact to United was a net increase to the allowance for credit losses of $57.44 million and a decrease to retained earnings of $44.33 million, with the difference being an adjustment to deferred tax assets. United has elected to
phase-in
the impact to retained earnings using a five-year transition provision, allowed by the Federal Reserve Board and other federal banking agencies in response to the
COVID-19
pandemic, to delay for two years the full impact of ASU No.
 2016-13
on regulatory capital, followed by a three-year transition period. The adoption of ASU No.
 2016-13
had an insignificant impact on the Company’s held to maturity and available for sale securities portfolios.
ASU
2016-13
requires entities to report “expected” credit losses on financial instruments measured at amortized cost and other commitments to extend credit rather than the prior “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. Based on poor economic conditions at March 31, 2020, management recorded $27.12 million in provision for credit losses related to United’s loan portfolio, which will be discussed under the caption of “Provision for Credit Losses” in this Management’s Discussion and Analysis of Financial Condition and results of Operations.”
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ACQUISITION
On May 1, 2020, United completed its acquisition of Carolina Financial Corporation (Carolina Financial). Carolina Financial was merged with and into United pursuant to the terms of the Agreement and Plan of Merger, dated November 17, 2019, by and between United and Carolina Financial (the Merger Agreement). The merger was accounted for under the acquisition method of accounting. The results of operations of Carolina Financial were not reflected in United’s results of operations for the first quarter of 2020, but will be included in the consolidated results of operations from the acquisition date.
Immediately following the Merger, CresCom Bank, a wholly-owned subsidiary of Carolina Financial, merged with and into United Bank, a wholly-owned subsidiary of United (the Bank Merger). United Bank survived the Bank Merger and continues to exist as a Virginia banking corporation.
The acquisition of Carolina Financial affords United the opportunity to expand its existing footprint in North Carolina and South Carolina. The merger resulted in a combined company with more than 200 locations in some of the best banking markets in the United States. As of March 31, 2020, Carolina Financial had $4.80 billion in assets with banking locations in North Carolina and South Carolina. CresCom Bank owns and operates Crescent Mortgage Company, which is based in Atlanta. Crescent Mortgage Company is approved to originate loans in 48 states partnering with community banks, credit unions and mortgage brokers.
TRANSITION FROM THE LONDON INTERBANK OFFERED RATE (LIBOR)
In 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, publicly announced that it intends to stop persuading or compelling banks to submit the rates used to calculate LIBOR after 2021. Currently, it is unclear whether these banks, as a group or individually, will continue to submit the rates used to calculate LIBOR after 2021. It is also unclear whether LIBOR will continue to be viewed as an acceptable market benchmark, what rate or rates may become accepted alternatives to LIBOR, or what the effect of any such changes may be on the markets for LIBOR-indexed financial instruments.
Working groups comprised of various regulators and other industry groups have been formed in the United States and other countries in order to provide guidance on this topic. In particular, the Alternative Reference Rates Committee (ARRC) has been formed in the United States by the Federal Reserve Board and the Federal Reserve Bank of New York. The ARRC has identified the Secured Overnight Financing Rate (SOFR) as its preferred alternative reference rate for U.S. Dollar LIBOR. The ARRC has also published recommended fall-back language for LIBOR-linked financial instruments, among numerous other areas of guidance. At this time, however, it is unclear whether these recommendations will be broadly accepted by industry participants, whether they will continue to evolve, and what impact they will ultimately have on the broader markets that utilize LIBOR as a reference rate.
United has loans, derivative contracts, borrowings, and other financial instruments that are directly or indirectly dependent on LIBOR. The transition from LIBOR will cause changes to payment calculations for existing contracts that use LIBOR as the reference rate. These changes will create various risks surrounding the financial, operational, compliance and legal aspects associated with changing certain elements of existing contracts. United will also be subject to risks surrounding changes to models and systems that currently use LIBOR reference rates, as well as market and strategic risks that could arise from the use of alternative reference rates. Additionally, United could face reputational risks if this transition is not managed appropriately with its customers. While the full impact of the transition is not yet known, failure to adequately manage the transition could have a material adverse effect on our business, financial condition and results of operations.
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INTRODUCTION
The following discussion and analysis presents the significant changes in financial condition and the results of operations of United and its subsidiaries for the periods indicated below. This discussion and the unaudited consolidated financial statements and the notes to unaudited Consolidated Financial Statements include the accounts of United Bankshares, Inc. and its wholly-owned subsidiaries, unless otherwise indicated. Management has evaluated all significant events and transactions that occurred after March 31, 2020, but prior to the date these financial statements were issued, for potential recognition or disclosure required in these financial statements.
This discussion and analysis should be read in conjunction with the unaudited Consolidated Financial Statements and accompanying notes thereto, which are included elsewhere in this document.
USE OF
NON-GAAP
FINANCIAL MEASURES
This discussion and analysis contains certain financial measures that are not recognized under GAAP. Under SEC Regulation G, public companies making disclosures containing financial measures that are not in accordance with GAAP must also disclose, along with each
“non-GAAP”
financial measure, certain additional information, including a reconciliation of the
non-GAAP
financial measure to the closest comparable GAAP financial measure, as well as a statement of the company’s reasons for utilizing the
non-GAAP
financial measure.
Generally, United has presented a
non-GAAP
financial measure because it believes that this measure provides meaningful additional information to assist in the evaluation of United’s results of operations or financial position. Presentation of a
non-GAAP
financial measure is consistent with how United’s management evaluates its performance internally and this
non-GAAP
financial measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the banking industry. Specifically, this discussion contains certain references to financial measures identified as
tax-equivalent
(FTE) net interest income and return on average tangible equity. Management believes these
non-GAAP
financial measures to be helpful in understanding United’s results of operations or financial position.
Net interest income is presented in this discussion on a
tax-equivalent
basis. The
tax-equivalent
basis adjusts for the
tax-favored
status of income from certain loans and investments. Although this is a
non-GAAP
measure, United’s management believes this measure is more widely used within the financial services industry and provides better comparability of net interest income arising from taxable and
tax-exempt
sources. United uses this measure to monitor net interest income performance and to manage its balance sheet composition.
Average tangible equity is calculated as GAAP total shareholders’ equity minus total intangible assets. Tangible equity can thus be considered the most conservative valuation of the company. When considering net income, a return on average tangible equity can be calculated. Management provides a return on average equity to facilitate the understanding of as well as to assess the quality and composition of United’s capital structure. By removing the effect of intangible assets that result from merger and acquisition activity, the “permanent” items of shareholders’ equity are presented. This measure, along with others, is used by management to analyze capital adequacy and performance.
However, this
non-GAAP
information should be considered supplemental in nature and not as a substitute for related financial information prepared in accordance with GAAP. Where the
non-GAAP
financial measure is used, the comparable GAAP financial measure, as well as reconciliation to that comparable GAAP financial measure, as well as a statement of the company’s reasons for utilizing the
non-GAAP
financial measure, can be found within this discussion and analysis. Investors should recognize that United’s presentation of this
non-GAAP
financial measure might not be comparable to a similarly titled measure at other companies.
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APPLICATION OF CRITICAL ACCOUNTING POLICIES
The accounting and reporting policies of United conform with U.S. generally accepted accounting principles. In preparing the consolidated financial statements, management is required to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions and judgments, which are reviewed with the Audit Committee of the Board of Directors, are based on information available as of the date of the financial statements. Actual results could differ from these estimates. These policies, along with the disclosures presented in the financial statement notes and in this financial review, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the determination of the allowance for loan losses and the calculation of the income tax provision to be the accounting areas that require the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available.
Allowance for Loan Losses
The allowance for loan losses is an estimate of the expected credit losses on financial assets measured at amortized cost to present the net amount expected to be collected as of the balance sheet date. Such allowance is based on the credit losses expected to arise over the life of the asset (contractual term). Determining the allowance for loan losses requires management to make estimates of expected credit losses that are highly uncertain and require a high degree of judgment. At March 31, 2020, the allowance for loan losses was $154.92 million and is subject to periodic adjustment based on management’s assessment of expected credit losses in the loan portfolio. Such adjustment from period to period can have a significant impact on United’s consolidated financial statements. To illustrate the potential effect on the financial statements of our estimates of the allowance for loan losses, a 10% increase in the allowance for loan losses would have required $15.5 million in additional allowance (funded by additional provision for loan losses), which would have negatively impacted the first quarter of 2020 net income by approximately $12.2 million,
after-tax
or $0.12 diluted per common share. Management’s evaluation of the adequacy of the allowance for loan losses and the appropriate provision for loan losses is based upon a quarterly evaluation of the loan portfolio. This evaluation is inherently subjective and requires significant estimates, including estimates related to the amounts and timing of future cash flows, value of collateral, losses on pools of homogeneous loans based on historical loss experience, and consideration of qualitative factors such as current economic trends, all of which are susceptible to constant and significant change. The allowance allocated to specific credits and loan pools grouped by similar risk characteristics is reviewed on a quarterly basis and adjusted as necessary based upon subsequent changes in circumstances. In determining the components of the allowance for loan losses, management considers the risk arising in part from, but not limited to, qualitative factors which include
charge-off
and delinquency trends, current business conditions and reasonable and supportable economic forecasts, lending policies and procedures, the size and risk characteristics of the loan portfolio, concentrations of credit, and other various factors. The methodology used to determine the allowance for loan losses is described in Note 6, Notes to Consolidated Financial Statements. A discussion of the factors leading to changes in the amount of the allowance for loan losses is included in the Provision for Credit Losses section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A).
Income Taxes
United’s calculation of income tax provision is inherently complex due to the various different tax laws and jurisdictions in which we operate and requires management’s use of estimates and judgments in its determination. The current income tax liability also includes income tax expense related to our uncertain tax positions as required in ASC Topic 740, “Income Taxes.” Changes to the estimated accrued taxes can occur due to changes in tax rates, implementation of new business strategies, resolution of issues with taxing authorities and recently enacted statutory, judicial and regulatory guidance. These changes can be material to the Company’s operating results for any particular reporting period. The analysis of the income tax provision requires the assessments of the relative risks and merits of the appropriate tax treatment of transactions, filing positions, filing methods and taxable income calculations after considering statutes, regulations, judicial precedent and other information. United strives to keep abreast of changes in the tax laws and the issuance of regulations which may impact tax reporting and provisions for income tax expense.
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United is also subject to audit by federal and state authorities. Because the application of tax laws is subject to varying interpretations, results of these audits may produce indicated liabilities which differ from United’s estimates and provisions. United continually evaluates its exposure to possible tax assessments arising from audits and records its estimate of probable exposure based on current facts and circumstances. The potential impact to United’s operating results for any of the changes cannot be reasonably estimated. See Note 16, Notes to Consolidated Financial Statements for information regarding United’s ASC Topic 740 disclosures.
Use of Fair Value Measurements
United determines the fair value of its financial instruments based on the fair value hierarchy established in ASC Topic 820, whereby the fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ASC Topic 820 establishes a three-level hierarchy for disclosure of assets and liabilities recorded at fair value. The classification of assets and liabilities within the hierarchy is based on whether the inputs in the methodology for determining fair value are observable or unobservable. Observable inputs reflect market-based information obtained from independent sources (Level 1 or Level 2), while unobservable inputs reflect management’s estimate of market data (Level 3). For assets and liabilities that are actively traded and have quoted prices or observable market data, a minimal amount of subjectivity concerning fair value is needed. Prices and values obtained from third party vendors that do not reflect forced liquidation or distressed sales are not adjusted by management. When quoted prices or observable market data are not available, management’s judgment is necessary to estimate fair value.
At March 31, 2020, approximately 14.86% of total assets, or $3.03 billion, consisted of financial instruments recorded at fair value. Of this total, approximately 82.77% or $2.51 billion of these financial instruments used valuation methodologies involving observable market data, collectively Level 1 and Level 2 measurements, to determine fair value. Approximately 17.23% or $521.76 million of these financial instruments were valued using unobservable market information or Level 3 measurements. Most of these financial instruments valued using unobservable market information were loans held for sale at our mortgage banking segment. At March 31, 2020, only $27.80 million or less than 1% of total liabilities were recorded at fair value. This entire amount was valued using methodologies involving observable market data. United does not believe that any changes in the unobservable inputs used to value the financial instruments mentioned above would have a material impact on United’s results of operations, liquidity, or capital resources. See Note 13 for additional information regarding ASC Topic 820 and its impact on United’s financial statements.
Any material effect on the financial statements related to these critical accounting areas is further discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
FINANCIAL CONDITION
United’s total assets as of March 31, 2020 were $20.37 billion, which was an increase of $708.33 million or 3.60% from December 31, 2019. The increase was mainly due to an increase of $499.34 million or 59.62% in cash and cash equivalents, an increase of $143.43 million or 1.05% in portfolio loans, an increase of $116.00 million or 29.93% in loans held for sale, and a $33.80 million increase in other assets. Investment securities remained flat, increasing $3.62 million or less than 1%. Total liabilities increased $728.46 million or 4.47% from
year-end
2019. Borrowings increased $474.64 million or 21.45%, deposits increased $161.75 million or 1.17%, and accrued expenses and other liabilities increased $86.52 million or 50.80%. Shareholders’ equity decreased $20.13 million or less than 1%.
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The following discussion explains in more detail the changes in financial condition by major category.
Cash and Cash Equivalents
Cash and cash equivalents at March 31, 2020 increased $499.34 million or 59.62% from
year-end
2019. In particular, interest-bearing deposits with other banks increased $436.34 million or 66.98% as United placed more cash in an interest-bearing account with the Federal Reserve. In addition, cash and due from banks increased $63.00 million or 34.01% due to an increase of $73.80 million in cash. Federal funds sold increased $3 thousand or less than 1%. During the first three months of 2020, net cash of $21.48 million and $600.22 million were provided by operating and financing activities, respectively, while net cash of $122.36 million was used in investing activities. See the unaudited Consolidated Statements of Cash Flows for data on cash and cash equivalents provided and used in operating, investing and financing activities for the first three months of 2020 and 2019.
Securities
Total investment securities at March 31, 2020 were flat from
year-end
2019, increasing $3.62 million or less than 1%. Securities available for sale were flat, decreasing $19.78 million or less than 1%. This change in securities available for sale reflects $132.75 million in sales, maturities and calls of securities, $91.12 million in purchases, and an increase of $22.93 million in market value. The majority of the purchase activity was related to U.S. Treasury securities and obligations of U.S. Government corporations and agencies. Securities held to maturity declined $220 thousand or 15.21% from
year-end
2019. Equity securities were $9.01 million at March 31, 2020, an increase of $119 thousand or 1.34% due mainly to a change in value. Other investment securities increased $23.49 million or 10.58% from
year-end
2019 due mainly to purchases of Federal Home Loan Bank (FHLB) stock and investment tax credits.
The following table summarizes the changes in the available for sale securities since
year-end
2019:
                                 
(Dollars in thousands)
 
March 31
2020
 
 
December 31
2019
 
 
$ Change
 
 
% Change
 
U.S. Treasury securities and obligations of U.S. Government corporations and agencies
  $
54,013
    $
58,676
    $
(4,663
)    
(7.95
%)
State and political subdivisions
   
317,805
     
272,362
     
45,443
     
16.68
%
Mortgage-backed securities
   
1,428,694
     
1,455,340
     
(26,646
)    
(1.83
%)
Asset-backed securities
   
261,936
     
276,139
     
(14,203
)    
(5.14
%)
Trust preferred collateralized debt obligations
   
4,184
     
4,703
     
(519
)    
(11.04
%)
Single issue trust preferred securities
   
15,684
     
16,774
     
(1,090
)    
(6.50
%)
Corporate securities
   
335,205
     
353,302
     
(18,097
)    
(5.12
%)
                                 
Total available for sale securities, at fair value
  $
2,417,521
    $
2,437,296
    $
(19,775
)    
(0.81
%)
                                 
 
The following table summarizes the changes in the held to maturity securities since
year-end
2019:
                                 
(Dollars in thousands)
 
March 31
2020
 
 
December 31
2019
 
 
$ Change
 
 
% Change
 
U.S. Treasury securities and obligations of U.S. Government corporations and agencies
  $
0
    $
0
    $
0
     
0.00
%
State and political subdivisions
   
1,206
(1)    
1,426
     
    (220
)    
(15.43
%)
Mortgage-backed securities
   
0
     
0
     
0
     
0.00
%
Single issue trust preferred securities
   
0
     
0
     
0
     
0.00
%
Other corporate securities
   
20
     
20
     
0
     
0.00
%
                                 
Total held to maturity securities, at amortized cost
  $
   1,226
    $
1,446
    $
(220
)    
(15.21
%)
                                 
 
Note
: (1) net of allowance for credit losses of $10 thousand.
At March 31, 2020, gross unrealized losses on available for sale securities were $34.71 million. Securities with the most significant gross unrealized losses at March 31, 2020 consisted primarily of asset-backed securities, corporate securities, and single issue trust preferred securities. The asset-backed securities are backed by Federal Family
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Education Loan Program (FFELP) student loan collateral which includes a minimum of a 97% government repayment guaranty, as well as additional credit support and subordination in excess of the government guaranteed portion. The corporate securities mainly consist of debt issuances of corporations representing a variety of industries, including financial institutions. The single issue trust preferred securities relate to securities of financial institutions.
As of March 31, 2020, United’s mortgage-backed securities had an amortized cost of $1.37 billion, with an estimated fair value of $1.43 billion. The portfolio consisted primarily of $781.62 million in agency residential mortgage-backed securities with a fair value of $813.60 million and $589.29 million in commercial agency mortgage-backed securities with an estimated fair value of $615.10 million.
As of March 31, 2020, United’s corporate securities had an amortized cost of $647.31 million, with an estimated fair value of $617.01 million. The portfolio consisted of $6.05 million in Trup Cdos with a fair value of $4.18 million and $18.20 million in single issue trust preferred securities with an estimated fair value of $15.68 million. In addition to the trust preferred securities, the Company held positions in various other corporate securities, including asset-backed securities with an amortized cost of $283.50 million and a fair value of $261.94 million and other corporate securities, with an amortized cost of $339.56 million and a fair value of $335.21 million.
The Trup Cdos consisted of pools of trust preferred securities issued by trusts related to financial institutions. United’s Trup Cdos had a fair value of $4.18 million as of March 31, 2020. As of March 31, 2020, all of the Trup Cdos were rated below investment grade. United’s single issue trust preferred securities had a fair value of $15.68 million as of March 31, 2020. Of the $15.68 million, $10.18 million or 64.91% were investment grade; $0.76 million or 4.87% were split rated; and $4.74 million or 30.22% were unrated. The two largest exposures accounted for 70.39% of the $15.68 million. These included Truist Bank at $6.30 million and Emigrant Bank at $4.74 million. All single-issue trust preferred securities are currently receiving full scheduled principal and interest payments.
The following is a summary of available for sale single-issue trust preferred securities as of March 31, 2020:
                                                 
Security
 
Moodys
 
 
S&P
 
 
Fitch
 
 
Amortized Cost
 
 
Fair Value
 
 
Unrealized
Loss/(Gain)
 
 
 
 
 
 
 
 
(Dollars in thousands)
 
Emigrant Bank
   
NR
     
NR
     
WD
    $
5,737
    $
4,740
    $
997
 
Truist Bank
   
Baa1
     
NR
     
BBB
     
4,962
     
4,250
     
712
 
M&T Bank
   
NR
     
BBB-
     
BBB-
     
3,046
     
3,212
     
(166
)
Truist Bank
   
NR
     
BBB-
     
BBB
     
2,481
     
2,050
     
431
 
HSBC
   
Baa2
     
BBB+
     
NR
     
1,000
     
668
     
332
 
Royal Bank of Scotland
   
Baa3
     
BB+
     
BBB
     
977
     
764
     
213
 
                                                 
   
     
     
    $
18,203
    $
15,684
    $
2,519
 
                                                 
During the first quarter of 2020, United did not recognize any impairment on investment securities. Management does not believe that any individual security with an unrealized loss as of March 31, 2020 is impaired. United believes the decline in value resulted from changes in market interest rates, credit spreads and liquidity, not an adverse change in the expected contractual cash flows. Based on a review of each of the securities in the investment portfolio, management concluded that it was not probable that it would be unable to realize the cost basis investment and appropriate interest payments on such securities. United has the intent and the ability to hold these securities until such time as the value recovers or the securities mature. However, United acknowledges that any impaired securities may be sold in future periods in response to significant, unanticipated changes in asset/liability management decisions, unanticipated future market movements or business plan changes.
Further information regarding the amortized cost and estimated fair value of investment securities, including remaining maturities as well as a more detailed discussion of management’s impairment analysis, is presented in Note 3 to the unaudited Notes to Consolidated Financial Statements.
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Loans held for sale
Loans held for sale increased $116.00 million or 29.93% from
year-end
2019. Loan originations in the secondary market exceeded sales during the first three months of 2020. Loan originations for the first three months of 2020 were $733.61 million while loans sales were $617.61 million. Loans held for sale were $503.51 million at March 31, 2020 as compared to $387.51 million at
year-end
2019.
Portfolio Loans
Loans, net of unearned income, increased $143.43 million or 1.05%. Since
year-end
2019, commercial, financial and agricultural loans increased $306.63 million or 4.11% as commercial loans (not secured by real estate) increased $220.52 million or 9.65% while commercial real estate loans increased $86.11 million or 1.67%. Consumer loans increased $26.19 million or 2.25% due to an increase in indirect automobile financing. Partially offsetting these increases in loans, net of unearned income, was a $172.04 million or 12.22% decrease in construction and land development loans while residential real estate loans remained flat from prior year, decreasing $18.05 million or less than 1%.
The following table summarizes the changes in the major loan classes since
year-end
2019:
                                 
(Dollars in thousands)
 
March 31
2020
 
 
December 31
2019
 
 
$ Change
 
 
% Change
 
Loans held for sale
  $
503,514
    $
387,514
    $
116,000
     
29.93
%
                                 
Commercial, financial, and agricultural:
   
     
     
     
 
Owner-occupied commercial real estate
  $
1,182,994
    $
1,201,652
    $
(18,658
)    
(1.55
%)
Nonowner-occupied commercial real estate
   
4,070,729
     
3,965,960
     
104,769
     
2.64
%
Other commercial loans
   
2,505,552
     
2,285,037
     
220,515
     
9.65
%
                                 
Total commercial, financial, and agricultural
  $
7,759,275
    $
7,452,649
    $
306,626
     
4.11
%
Residential real estate
   
3,668,356
     
3,686,401
     
(18,045
)    
(0.49
%)
Construction & land development
   
1,236,169
     
1,408,205
     
(172,036
)    
(12.22
%)
Consumer:
   
     
     
     
 
Bankcard
   
9,083
     
10,074
     
(991
)    
(9.84
%)
Other consumer
   
1,183,400
     
1,156,219
     
27,181
     
2.35
%
                                 
Total gross loans
  $
13,856,283
    $
13,713,548
    $
142,735
     
1.04
%
Less: Unearned income
   
(725
)    
(1,419
)    
694
     
48.91
%
                                 
Total Loans, net of unearned income
  $
13,855,558
    $
13,712,129
    $
143,429
     
1.05
%
                                 
For a further discussion of loans see Note 4 to the unaudited Notes to Consolidated Financial Statements.
Other Assets
Other assets increased $33.80 million or 7.65% from
year-end
2019, mainly due to a $16.16 million increase in accounts receivables and a $7.39 million increase in deferred tax assets due to timing differences. In addition, derivative assets increased $13.81 million. Partially offsetting these increases were decreases of $2.06 million in income tax receivable and $1.58 million in core deposit intangibles.
Deposits
Deposits represent United’s primary source of funding. Total deposits at March 31, 2020 increased $161.75 million or 1.17%. In terms of composition, noninterest-bearing deposits increased $216.18 million or 4.68% while interest-bearing deposits decreased $54.43 million or less than 1% from December 31, 2019.
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Noninterest-bearing deposits consist of demand deposit and noninterest bearing money market (MMDA) account balances. The $216.18 million increase in noninterest-bearing deposits was due mainly to increases in commercial noninterest-bearing deposits of $107.95 million or 4.50% and personal noninterest-bearing deposits of $42.71 million or 5.74%. In addition, sweep activity to noninterest bearing MMDAs increased $88.30 million or 7.12%.
Interest-bearing deposits consist of interest-bearing checking (NOW), regular savings, interest-bearing MMDA, and time deposit account balances. Interest-bearing MMDAs decreased $122.67 million or 2.17% while NOW accounts increased $19.61 million or 5.27% since
year-end
2019. In particular, interest-bearing MMDAs decreased $122.67 million as commercial MMDAs decreased $110.02 million, brokered MMDAs decreased $3.25 million, and personal MMDAs decreased $75.16 million. Partially offsetting these decreases in interest-bearing MMDAs is an increase of $65.76 million in public MMDAs. Excluding sweep activity from NOW accounts to interest-bearing MMDAs to reduce United’s reserve requirement at its Federal Reserve Bank, NOW accounts increased $48.66 million or 2.67% mainly due to an $88.32 million increase in public funds NOW accounts. Partially offsetting this increase was a decrease of $32.19 million in commercial NOW accounts and a decrease of $7.48 million in personal NOW accounts.
Regular savings increased $8.83 million or 1.00% from
year-end
2019 mainly due to an $11.32 million increase in personal savings accounts while commercial savings accounts decreased $2.08 million.
Time deposits under $100,000 remained flat, decreasing $4.34 million or less than 1% from
year-end
2019. This decrease in time deposits under $100,000 was the result of a $3.90 million decrease in Certificate of Deposit Account Registry Service (CDARS) balances and a $2.04 million decrease in fixed CDs under $100,000.
Since
year-end
2019, time deposits over $100,000 increased $44.15 million or 2.76% as fixed rate CDs increased $46.66 million and public funds CDs over $100,000 increased $50.01 million. These increases in time deposits over $100,000 were partly offset by a $47.54 million decrease in CDARS and a $4.99 million decrease in brokered certificates of deposits.
The table below summarizes the changes by deposit category since
year-end
2019:
                                 
(Dollars in thousands)
 
March 31
2020
 
 
December 31
2019
 
 
$ Change
 
 
% Change
 
Demand deposits
  $
3,509,741
    $
3,381,866
    $
127,875
     
3.78
%
Interest-bearing checking
   
391,787
     
372,175
     
19,612
     
5.27
%
Regular savings
   
891,715
     
882,889
     
8,826
     
1.00
%
Money market accounts
   
6,857,322
     
6,891,696
     
(34,374
)    
(0.50
%)
Time deposits under $100,000
   
719,601
     
723,941
     
(4,340
)    
(0.60
%)
Time deposits over $100,000
(1)
   
1,644,002
     
1,599,854
     
44,148
     
2.76
%
                                 
Total deposits
  $
14,014,168
    $
13,852,421
    $
161,747
     
1.17
%
                                 
(1) Includes time deposits of $250,000 or more of $ 879,063 and $803,414 at March 31, 2020 and December 31, 2019, respectively.
Borrowings
Total borrowings at March 31, 2020 increased $474.64 million or 21.45% since
year-end
2019. During the first three months of 2020, short-term borrowings increased $224.91 million or 60.03% due to a $225.00 million increase in short term FHLB advances. Short-term securities sold under agreements to repurchase remained flat, decreasing $93 thousand or less than 1%. Long-term borrowings increased $249.73 million or 13.59% from
year-end
2019 due to a $249.42 million increase in long-term FHLB advances as new borrowings exceeded repayments.
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The table below summarizes the change in the borrowing categories since
year-end
2019:
                                 
(Dollars in thousands)
 
March 31
2020
 
 
December 31
2019
 
 
$ Change
 
 
% Change
 
Federal funds purchased
  $
0
    $
0
    $
0
     
0.00
%
Short-term securities sold under agreements to repurchase
   
124,561
     
124,654
     
(93
)    
(0.07
%)
Short-term FHLB advances
   
475,000
     
250,000
     
225,000
     
90.00
%
Long-term FHLB advances
   
1,851,282
     
1,601,865
     
249,417
     
15.57
%
Issuances of trust preferred capital securities
   
236,479
     
236,164
     
315
     
0.13
%
                                 
Total borrowings
  $
2,687,322
    $
2,212,683
    $
474,639
     
21.45
%
                                 
For a further discussion of borrowings see Notes 9 and 10 to the unaudited Notes to Consolidated Financial Statements.
Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities at March 31, 2020 increased $86.52 million or 50.80% from
year-end
2019. In particular, accounts payable associated with George Mason increased $62.25 million due to timing differences and derivative liabilities increased $24.73 million. In addition, accrued mortgage escrow liabilities increased $4.87 million and business franchise taxes increased $2.24 million. Partially offsetting these increases was a decrease of $6.01 million in incentives payables due to payments and a $1.34 million decrease in income taxes payable due to timing differences.
Shareholders’ Equity
Shareholders’ equity at March 31, 2020 was $3.34 billion, which was a decrease of $20.13 million or less than 1% from
year-end
2019.
Retained earnings decreased $39.75 million or 3.51% from
year-end
2019. Earnings net of dividends for the first three months of 2020 were $4.58 million. Amount recognized in retained earnings for the adoption of ASU No.
 2016-13
was $44.33 million.
Accumulated other comprehensive income increased $18.70 million or 53.62% from
year-end
2019 due mainly to an increase of $17.59 million in United’s available for sale investment portfolio, net of deferred income taxes. The
after-tax
accretion of pension costs was $1.11 million for the first quarter of 2020.
RESULTS OF OPERATIONS
Overview
Net income for the first quarter of 2020 were $40.18 million as compared to earnings of $63.64 million for the first quarter of 2019. The lower amount of net income was driven primarily by a higher provision for loan losses resulting from an adverse future macroeconomic forecast as a result of the
COVID-19
pandemic. Diluted earnings per share were $0.40 for the first quarter of 2020 and $0.62 for the first quarter of 2019.
United’s annualized return on average assets for the first three months of 2020 was 0.82% and return on average shareholders’ equity was 4.82% as compared to 1.34% and 7.88% for the first three months of 2019. For the first three months of 2020, United’s annualized return on average tangible equity was 8.77%, as compared to 14.64% for the first three months of 2019.
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Three Months Ended
 
(Dollars in thousands)
 
March 31, 2020
 
 
March 31, 2019
 
Return on Average Tangible Equity:
   
     
 
(a) Net Income (GAAP)
  $
40,183
    $
63,642
 
(b) Number of days
   
91
     
90
 
Average Total Shareholders’ Equity (GAAP)
  $
3,350,652
    $
3,276,822
 
Less: Average Total Intangibles
   
(1,507,272
)    
(1,514,168
)
                 
(b) Average Tangible Equity
(non-GAAP)
  $
1,843,380
    $
1,762,654
 
Return on Tangible Equity
(non-GAAP)
[(a) / (b)] x 366 or 365/ (c)
   
8.77
%    
14.64
%
Net interest income for the first three months of 2020 was $141.52 million, a decrease of $2.65 million or 1.84% from net interest income of $144.17 million for the first three months of 2019. The decrease of $2.65 million in net interest income occurred because total interest income decreased $8.62 million while total interest expense only decreased $5.97 million from the first quarter of 2019.
The provision for credit losses was $27.12 million for the first three months of 2020 as compared to $5.00 million for the first three months of 2019. This increase was due to mainly the adoption of the Current Expected Credit Loss (CECL) accounting standard by United on January 1, 2020 and the reasonable and supportable forecasts for future macroeconomic scenarios used in the estimation of expected credit losses adversely impacted by the
COVID-19
pandemic. Noninterest income was $36.81 million for the first three months of 2020, an increase of $5.58 million or 17.88% from the first three months of 2019. Noninterest expense for the first three months of 2020 increased $11.71 million or 13.09% from the first three months of 2019. Income taxes decreased $7.44 million or 42.93% for the first three months of 2020 as compared to the first three months of 2019. The effective tax rate was 19.75% and 21.40% for the first quarter of 2020 and 2019, respectively.
The following discussion explains in more detail the results of operations by major category.
Business Segments
United operates in two business segments: community banking and mortgage banking.
Community Banking
Net income attributable to the community banking segment for the first quarter of 2020 was $42.05 million compared to net income of $64.89 million for the first quarter of 2019. As previously mentioned, the lower amount of net income was driven primarily by a higher provision for loan losses resulting from an adverse future macroeconomic forecast as a result of the
COVID-19
pandemic.
Net interest income of $140.42 million for the first quarter of 2020 was a decrease of $5.47 million or 3.75% from $145.89 million for the same period of 2019. Generally, net interest income for the first quarter of 2020 decreased from the first quarter of 2019 due to a decline in the average yield on earning assets due to a decline in market interest rates. Provision for loan losses was $27.12 million for the three months ended March 31, 2020, an increase of $22.12 million or 442.81% from a provision of $5.00 million for the same period of 2019. As previously mentioned, this increase was due to mainly the adoption of the CECL accounting standard by United on January 1, 2020 and the reasonable and supportable forecasts for future macroeconomic scenarios used in the estimation of expected credit losses adversely impacted by the
COVID-19
pandemic. Noninterest income increased $1.91 million for the first quarter of 2020 to $19.57 million as compared to $17.65 million for the first quarter of 2019. The increase of $1.91 million was due mainly to an increase of $561 thousand from income from bank-owned life insurance policies (BOLI) due to the recognition of death benefits of $1.19 million in the first quarter of 2020 as compared to death benefits of
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$600 thousand for the first quarter of 2019. In addition, fees from trust services and fees from brokerage services increased. Noninterest expense was $80.46 million for the first quarter of 2020, compared to $75.99 million for the same period of 2019. The increase of $4.47 million in noninterest expense was primarily attributable to increases in employee compensation, employee benefits, equipment expense, data processing and other expense, which includes merger-related expenses from the announced acquisition of Carolina Financial.
Mortgage Banking
The mortgage banking segment reported net income of $1.11 million for the first quarter of 2020, compared to net income of $1.04 million for the first quarter of 2019. Noninterest income, which consists mainly of realized and unrealized gains associated with the fair value of commitments and loans held for sale, was $21.19 million for the first quarter of 2020, compared to $16.11 million for the first quarter of 2019. Noninterest expense increased $5.92 million for the first quarter of 2020 to $20.76 million as compared to $14.84 million for the first quarter of 2019. Noninterest expense consists mainly of salaries, commissions and benefits of mortgage segment employees.
The following discussion explains in more detail the consolidated results of operations by major category.
Net Interest Income
Net interest income represents the primary component of United’s earnings. It is the difference between interest income from earning assets and interest expense incurred to fund these assets. Net interest income is impacted by changes in the volume and mix of interest-earning assets and interest-bearing liabilities, as well as changes in market interest rates. Such changes, and their impact on net interest income in 2020 and 2019, are presented below.
Net interest income for the first quarter of 2020 was $141.52 million, a decrease of $2.65 million or 1.84% from the first quarter of 2019. The $2.65 million decrease in net interest income occurred because total interest income decreased $8.62 million while total interest expense decreased $5.97 million from the first quarter of 2019. On a linked-quarter basis, net interest income for the first quarter of 2020 was relatively flat from the fourth quarter of 2019, increasing $235 thousand or less than 1%. The $235 thousand increase in net interest income occurred because total interest income decreased $3.39 million while total interest expense decreased $3.62 million from the fourth quarter of 2019.
Generally, net interest income for the first quarter of 2020 decreased from the first quarter of 2019 due to a larger decline in the yield on average earning assets in comparison to the cost of average interest-bearing liabilities. Both of these declines were due to a decrease in market interest rates for the first quarter of 2020 from the first quarter of 2019. For the purpose of this remaining discussion, net interest income is presented on a
tax-equivalent
basis to provide a comparison among all types of interest earning assets. The
tax-equivalent
basis adjusts for the
tax-favored
status of income from certain loans and investments. Although this is a
non-GAAP
measure, United’s management believes this measure is more widely used within the financial services industry and provides better comparability of net interest income arising from taxable and
tax-exempt
sources. United uses this measure to monitor net interest income performance and to manage its balance sheet composition.
Tax-equivalent
net interest income for the first quarter of 2020 was $142.30 million, a decrease of $2.86 million or 1.97% from the first quarter of 2019. This decrease was due mainly to a decrease of 33 basis points in the average yield on earning assets due primarily to a decline in interest rates as compared to the first quarter of 2019 partially offset by an increase of $1.00 million in loan accretion on acquired loans. Loan accretion on acquired loans was $9.55 million and $8.54 million for the first quarter of 2020 and 2019, respectively. Partially offsetting the decrease to
tax-equivalent
net interest income for the first quarter of 2020 was an increase in average earning assets as compared to the first quarter of 2019. Average earning assets for the first quarter of 2020 increased $372.45 million or 2.20% from the first quarter of 2019 due mainly to an increase of $302.42 million or 2.22% in average net loans. In addition,
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average investment securities for the first quarter of 2020 increased $94.45 million or 3.71% from the first quarter of 2019. Partially offsetting these increases was a decrease in average short-term investments of $24.42 million or 3.31%. In addition, the average cost of funds for the first quarter of 2020 decreased 21 basis points from the first quarter of 2019. The net interest margin of 3.30% for the first quarter of 2020 was a decrease of 16 basis points from the net interest margin of 3.46% for the first quarter of 2019.
On a linked-quarter basis, net interest income for the first quarter of 2020 was relatively flat from the fourth quarter of 2019, increasing $235 thousand or less than 1%. United’s
tax-equivalent
net interest income for the first quarter of 2020 was also relatively flat from the fourth quarter of 2019, increasing $166 thousand or less than 1% due mainly to a decrease of 13 basis points in the average cost of funds and a change in the mix of average earning assts and interest-bearing liabilities. Average earning assets were flat, increasing $130.68 million or less than 1%. Specifically, average short-term investments increased $118.59 million or 19.90% while average investment securities decreased $41.09 million or 1.53%. Average net loans were relatively flat for the quarter, increasing $53.18 million or less than 1%. Virtually offsetting the increases was a decline of 7 basis points in the average yield on earning assets. Loan accretion on acquired loans increased $905 thousand. Loan accretion on acquired loans was $9.55 million and $8.64 million for the first quarter of 2020 and fourth quarter of 2019, respectively. The net interest margin of 3.30% for the first quarter of 2020 was relatively stable from the fourth quarter of 2019, increasing one basis point from the net interest margin of 3.29% for the fourth quarter of 2019.
United’s
tax-equivalent
net interest income also includes the impact of acquisition accounting fair value adjustments.
The following table provides the discount/premium and net accretion impact to
tax-equivalent
net interest income for the three months ended March 31, 2020, March 31, 2019 and December 31, 2019:
                         
 
Three Months Ended
 
(Dollars in thousands)
 
March 31
2020
 
 
March 31
2019
 
 
December 31
2019
 
Loan accretion
  $
9,546
    $
8,544
    $
8,641
 
Certificates of deposit
   
141
     
198
     
198
 
Long-term borrowings
   
268
     
268
     
268
 
                         
Total
  $
9,955
    $
9,010
    $
9,107
 
                         
The following tables reconcile the difference between net interest income and
tax-equivalent
net interest income for the three months ended March 31, 2020, March 31, 2019 and December 31, 2019.
                         
 
Three Months Ended
 
(Dollars in thousands)
 
March 31
2020
 
 
March 31
2019
 
 
December 31
2019
 
Net interest income, GAAP basis
  $
141,518
    $
144,168
    $
141,283
 
Tax-equivalent
adjustment (1)
   
782
     
993
     
851
 
                         
Tax-equivalent
net interest income
  $
142,300
    $
145,161
    $
142,134
 
                         
(1) The
tax-equivalent
adjustment combines amounts of interest income on federally nontaxable loans and investment securities using the statutory federal income tax rate of 21% for the three months ended March 31, 2020 and 2019 and December 31, 2019. All interest income on loans and investment securities was subject to state income taxes.
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The following tables show the unaudited consolidated daily average balance of major categories of assets and liabilities for the three-month periods ended March 31, 2020 and 2019, respectively, with the interest and rate earned or paid on such amount. The interest income and yields on federally nontaxable loans and investment securities are presented on a
tax-equivalent
basis using the statutory federal income tax rate of 21% for the three-month period ended March 31, 2020 and 2019. Interest income on all loans and investment securities was subject to state income taxes.
                                                 
 
Three Months Ended
March 31, 2020
   
Three Months Ended
March 31, 2019
 
(Dollars in thousands)
 
Average
Balance
 
 
Interest
(1)
 
 
Avg. Rate
(1)
 
 
Average
Balance
 
 
Interest
(1)
 
 
Avg. Rate
(1)
 
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earning Assets:
   
     
     
     
     
     
 
Federal funds sold and securities purchased under agreements to resell and other short-term investments
  $
714,507
    $
3,965
     
2.23
%   $
738,930
    $
5,837
     
3.20
%
Investment Securities:
   
     
     
     
     
     
 
Taxable
   
2,537,229
     
16,969
     
2.68
%    
2,382,450
     
17,363
     
2.92
%
Tax-exempt
   
106,081
     
879
     
3.31
%    
166,410
     
1,298
     
3.12
%
                                                 
Total Securities
   
2,643,310
     
17,848
     
2.70
%    
2,548,860
     
18,661
     
2.93
%
Loans, net of unearned income (2)
   
14,072,021
     
159,451
     
4.55
%    
13,712,278
     
165,592
     
4.89
%
Allowance for loan losses
   
(134,084
)    
     
     
(76,762
)    
     
 
                                                 
Net loans
   
13,937,937
     
     
4.60
%    
13,635,516
     
     
4.91
%
                                                 
Total earning assets
   
17,295,754
    $
181,264
     
4.21
%    
16,923,306
    $
190,090
     
4.54
%
                                                 
Other assets
   
2,303,499
     
     
     
2,326,314
     
     
 
                                                 
TOTAL ASSETS
  $
19,599,253
     
     
    $
19,249,620
     
     
 
                                                 
LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-Bearing Funds:
   
     
     
     
     
     
 
Interest-bearing deposits
  $
9,278,782
    $
27,477
     
1.19
%   $
9,694,708
    $
32,638
     
1.37
%
Short-term borrowings
   
137,427
     
458
     
1.34
%    
173,597
     
691
     
1.61
%
Long-term borrowings
   
2,002,763
     
11,029
     
2.21
%    
1,697,423
     
11,600
     
2.77
%
                                                 
Total Interest-Bearing Funds
   
11,418,972
     
38,964
     
1.37
%    
11,565,728
     
44,929
     
1.58
%
                                                 
Noninterest-bearing deposits
   
4,627,044
     
     
     
4,221,040
     
     
 
Accrued expenses and other liabilities
   
202,585
     
     
     
186,030
     
     
 
                                                 
TOTAL LIABILITIES
   
16,248,601
     
     
     
15,972,798
     
     
 
SHAREHOLDERS’ EQUITY
   
3,350,652
     
     
     
3,276,822
     
     
 
                                                 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $
19,599,253
     
     
    $
19,249,620
     
     
 
                                                 
NET INTEREST INCOME
   
    $
142,300
     
     
    $
145,161
     
 
                                                 
INTEREST SPREAD
   
     
     
2.84
%    
     
     
2.96
%
NET INTEREST MARGIN
   
     
     
3.30
%    
     
     
3.46
%
(1) The interest income and the yields on federally nontaxable loans and investment securities are presented on a
tax-equivalent
basis using the statutory federal income tax rate of 21%.
(2) Nonaccruing loans are included in the daily average loan amounts outstanding.
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Table of Contents
Provision for Credit Losses
For the quarters ended March 31, 2020 and 2019, the provision for loan losses was $27.12 million and $5.00 million, respectively. Net charge-offs were $6.69 million for the first quarter of 2020 as compared to net charge-offs of $4.81 million for the same quarter in 2019. The higher amount of provision expense for the first quarter of 2020 compared to the first quarter of 2019 was mainly due to the adoption of ASU
2016-13
standard, known as CECL, by United on January 1, 2020 and the reasonable and supportable forecasts for future macroeconomic scenarios used in the estimation of expected credit losses adversely impacted by the
COVID-19
pandemic. The higher amount of net charge-offs was due to a large
charge-off
on a commercial credit in the first quarter of 2020 as compared to the first quarter of 2019. On a linked-quarter basis, the provision for loan losses increased $21.25 million due mainly to the adverse impact of the
COVID-19
pandemic under CECL while net charge-offs increased $780 thousand from the fourth quarter of 2019. Annualized net charge-offs as a percentage of average loans were 0.20% for the first quarter of 2020.
At March 31, 2020, nonperforming loans were $132.56 million or 0.96% of loans, net of unearned income which was very comparable to nonperforming loans of $131.07 million or 0.96% of loans, net of unearned income at December 31, 2019. The components of nonperforming loans include: 1) nonaccrual loans, 2) loans which are contractually past due 90 days or more as to interest or principal, but have not been put on a nonaccrual basis and 3) loans whose terms have been restructured for economic or legal reasons due to financial difficulties of the borrowers.
Loans past due 90 days or more were $7.05 million at March 31, 2020, a decrease of $2.44 million or 25.74% from $9.49 million at
year-end
2019. This decrease was primarily due to several larger consumer loans that were repaid in the quarter ended March 31, 2020. At March 31, 2020, nonaccrual loans were $64.04 million, which was a slight increase of $827 thousand or 1.31% from $63.21 million at
year-end
2019. Restructured loans were $61.47 million at March 31, 2020, an increase of $3.10 million or 5.31% from $58.37 million at
year-end
2019. The increase was mainly due to ten loans totaling $10.25 million being considered restructured under CECL partially offset by repayments and charge-offs of previously recognized impairments. The loss potential on these loans has been properly evaluated and allocated within the Company’s allowance for loan losses.
Nonperforming assets include nonperforming loans and real estate acquired in foreclosure or other settlement of loans (OREO). Total nonperforming assets of $148.41 million, including OREO of $15.85 million at March 31, 2020, represented 0.73% of total assets.
United maintains an allowance for loan losses and a reserve for lending-related commitments. The combined allowance for loan losses and reserve for lending-related commitments is considered the allowance for credit losses. At March 31, 2020, the allowance for credit losses was $162.67 million as compared to $78.79 million at December 31, 2019.
At March 31, 2020, the allowance for loan losses was $154.92 million as compared to $77.06 million at December 31, 2019. As a percentage of loans, net of unearned income, the allowance for loan losses was 1.12% at March 31, 2020 and 0.56% at December 31, 2019. The ratio of the allowance for loan losses to nonperforming loans or coverage ratio was 116.87% and 58.79% at March 31, 2020 and December 31, 2019, respectively. The increase in these ratios was due mainly to the adoption of CECL which caused a change in the Company’s methodology for determining the allowance for loan losses as well as the adverse impact of the
COVID-19
pandemic on reasonable and supportable forecasts for future macroeconomic scenarios used in the estimation of expected credit losses.
United continues to evaluate risks which may impact its loan portfolios. As a result of the
COVID-19
pandemic and resulting economic uncertainty given the rapidly changing economic impact, the Company reviewed its loan portfolio segments, assessing the likely impact of
COVID-19
on each segment and established relevant qualitative adjustment factors. Qualitative adjustments account for the Company’s view of the future. If current conditions underlying any qualitative adjustment factor were deemed to be materially different than historical conditions, then an adjustment was made for that factor.
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The first quarter of 2020 qualitative adjustments include analyses of the following:
 
Past events
– This includes portfolio trends related to business conditions; past due, nonaccrual, and graded loans; and concentrations.
 
Current conditions
– United considered the impact of
COVID-19
(negative) as well as the CARES Act (positive) when making determinations related to factor adjustments, such as collateral values and past due loans, and the reasonable and supportable forecast. This is in contrast with the CECL adoption date (January 1, 2020) estimate as neither of these items were relevant for United’s footprint at the beginning of the year.
 
Reasonable and supportable forecasts
– The forecast is determined on a
portfolio-by-portfolio
basis by relating the correlation of real GDP and the unemployment rate to loss rates to forecasts of those variables. Assumptions for the economic variables were the following:
 
10-
15% decline in GDP in the second quarter of 2020 followed by a recovery in the third quarter of 2020 with GDP stabilizing in 2021.
 
10-
15% unemployment rate in the second quarter of 2020 with sharp recovery as businesses begin to reopen and again stabilizing in 2021.
  Forecasts account for United’s best estimate of economic impact from government stimulus.
  Reversion to historical loss data occurs via a straight-line method during the year following the
one-year
reasonable and supportable forecast period.
Allocations are made for specific commercial loans based upon management’s estimate of the borrowers’ ability to repay and other factors impacting collectibility. Other commercial loans not specifically reviewed on an individual basis are evaluated based on historical loss percentages applied to loan pools that have been segregated by risk. Allocations for loans other than commercial loans are made based upon historical loss experience adjusted for current environmental conditions. The allowance for credit losses includes estimated lifetime losses within the portfolio due to uncertainties in economic conditions, delays in obtaining information, including unfavorable information about a borrower’s financial condition, the difficulty in identifying triggering events that correlate perfectly to subsequent loss rates, and risk factors that have not yet fully manifested themselves in loss allocation factors.
United’s review of the allowance for loan losses at March 31, 2020 produced increased allocations in each of the four loan categories, primarily due to implementation of CECL and the adverse impact of the
COVID-19
pandemic on reasonable and supportable forecasts for future macroeconomic scenarios used in the estimation of expected credit losses. The allocation related to the commercial, financial & agricultural loan pool increased $29.49 million. The residential real estate allocation increased $21.63 million. The real estate construction and development loan pool allocation increased $15.44 million. The consumer loan pool experienced an increase of $11.61 million.
An allowance is established for estimated lifetime losses for loans that are individually assessed. Nonperforming commercial loans and leases are regularly reviewed to identify probable credit losses. A loan is individually assessed for expected credit losses when, based on current information and events, it is probable that the Company will not be able to collect all amounts contractually due. Measuring expected credit losses of a loan requires judgment and estimates, and the eventual outcomes may differ from those estimates. Expected credit losses are measured based upon the present value of expected future cash flows from the loan discounted at the loan’s effective rate, the loan’s observable market price or the fair value of collateral if the loan is collateral dependent. When the selected measure is less than the recorded investment in the loan, an expected credit loss has occurred. The allowance for loans that were individually assessed was $12.20 million at March 31, 2020 and $16.50 million at December 31, 2019. In comparison to the prior
year-end,
this element of the allowance decreased by $4.30 million primarily due to
charge-off
of previously recognized allocations for probable credit losses on individually assessed loans.
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Management believes that the allowance for credit losses of $162.67 million at March 31, 2020 is adequate to provide for probable losses on existing loans and lending-related commitments based on information currently available. United’s loan administration policies are focused on the risk characteristics of the loan portfolio in terms of loan approval and credit quality. The commercial loan portfolio is monitored for possible concentrations of credit in one or more industries. Management has lending limits as a percentage of capital per type of credit concentration in an effort to ensure adequate diversification within the portfolio. Most of United’s commercial loans are secured by real estate located in West Virginia, southeastern Ohio, Pennsylvania, Virginia, Maryland and the District of Columbia. It is the opinion of management that these commercial loans do not pose any unusual risks and that adequate consideration has been given to these loans in establishing the allowance for credit losses.
The provision for credit losses related to held to maturity and available for sale investment securities for the first three months of 2020 was immaterial. There was no provision for credit losses related to held to maturity and available for sale investment securities for the first three months of 2019.
Management is not aware of any potential problem loans, trends or uncertainties, which it reasonably expects, will materially impact future operating results, liquidity, or capital resources which have not been disclosed. Additionally, management has disclosed all known material credits, which cause management to have serious doubts as to the ability of such borrowers to comply with the loan repayment schedules.
Other Income
Other income consists of all revenues, which are not included in interest and fee income related to earning assets. Noninterest income has been and will continue to be an important factor for improving United’s profitability. Recognizing the importance, management continues to evaluate areas where noninterest income can be enhanced.
Noninterest income for the first quarter of 2020 was $36.81 million, an increase of $5.58 million or 17.88% from the first quarter of 2019. The increase was due mainly to an increase in income from mortgage banking activities. Income from mortgage banking activities totaled $17.63 million for the first quarter of 2020 compared to $13.68 million for the first quarter of 2019. The increase of $3.95 million or 28.87% for the first quarter of 2020 was mainly due to increased loan sales. Mortgage loan sales were $617.61 million in the first quarter of 2020 as compared to $349.49 million in the first quarter of 2019. Mortgage loans originated for sale were $733.61 million for the first quarter of 2020 as compared to $345.40 million for the first quarter of 2019.
Income from bank-owned life insurance (BOLI) for the first quarter of 2020 was $2.39 million, an increase of $561 thousand from the first quarter of 2019 due to an increase in death benefits. For the first quarter of 2020, United recognized death benefits from BOLI of $1.19 million as compared to death benefits of $600 thousand for the first quarter of 2019.
Fees from brokerage services for the first quarter of 2020 increased $392 thousand or 15.53% from the first quarter of 2019. This increase was due to increased volume of transactions.
On a linked-quarter basis, noninterest income for the first quarter of 2020 decreased $436 thousand or 1.17% from the fourth quarter of 2019 due mainly to decreases in fees from deposit services and income from BOLI. Fees from deposit services declined $592 thousand from seasonality while income from BOLI decreased $518 thousand due to a decline in death benefits. Mostly offsetting these decreases were increases of $448 thousand in fees from brokerage services due to increased volume and $388 thousand in other income. Income from mortgage banking activities was flat from the fourth quarter of 2019, increasing $84 thousand or less than 1%. On a linked quarter-basis, an increase in net gains on the sale of mortgage loans in the secondary market by George Mason were virtually offset by losses on mortgage loan derivatives due to a market disruption as a result of the
COVID-19
pandemic.
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Other Expenses
Just as management continues to evaluate areas where noninterest income can be enhanced, it strives to improve the efficiency of its operations to reduce costs. Other expenses include all items of expense other than interest expense, the provision for credit losses, and income taxes. Noninterest expense for the first quarter of 2020 was $101.13 million, which was an increase of $11.71 million or 13.09% from the first quarter of 2019.
Employee compensation for the first quarter of 2020 increased $5.59 million or 14.36% when compared to the first quarter of 2019. This increase was primarily due to an increase in commissions expense related to the increase in production and sales of mortgage loans at George Mason.
Employee benefits expense for the first quarter of 2020 increased $1.36 million or 14.37% from the first quarter of 2019. This increase was primarily due to higher levels of Federal Insurance Contributions Act (FICA) and penion expense.
Equipment expense increased $530 thousand or 15.99% for the first quarter of 2020, as compared to the same period in the prior year. The increase was due mainly to higher maintenance costs.
Other expense for the first quarter of 2020 increased $4.99 million or 26.79% from the first quarter of 2019. Within other expense, merger-related expenses associated with the announced Carolina Financial acquisition were $1.56 million, expense associated with income tax credits increased $1.33 million which reduces the effective tax rate, and the expense for the reserve for unfunded commitments increased $897 thousand.
Partially offsetting these increases for the first quarter of 2020 from the first quarter of 2019 were decreases in Federal Deposit Insurance Corporation (FDIC) insurance expense of $900 thousand due to lower premiums and other real estate owned (OREO) expense of $510 thousand due to fewer declines in fair value of OREO properties.
On a linked-quarter basis, noninterest expense for the first quarter of 2020 increased $4.23 million or 4.37% from the fourth quarter of 2019. The increase was due to increases of $1.67 million in employee benefits expense due in large part to higher pension costs, FDIC expense increased $1.40 million due to a Small Bank Assessment Credit in 2019 and $1.14 million in other expense. Within other expense, expense for the reserve for unfunded commitments increased $1.01 million, merger-related expenses from the announced merger with Carolina Financial increased $971 thousand and expense associated with income tax credits increased $720 thousand was partially offset by a decline in donations of $1.20 million. One million dollars was donated by United to West Virginia University Children’s Medicine in the fourth quarter of 2019. Partially offsetting these increases in noninterest expense was a decrease in OREO expense of $544 thousand due to fewer declines in fair value of OREO properties.
Income Taxes
For the first quarter of 2020, income tax expense was $9.89 million, a decrease of $7.44 million from the first quarter of 2019 mainly due to a decrease in earnings and the effective tax rate. On a linked-quarter basis, income tax expense for the first quarter of 2020 decreased $2.58 million from the fourth quarter of 2019 due to a decline in earnings partially offset by a higher effective tax rate. United’s effective tax rate was 19.75% for the first quarter of 2020 and 21.40% and 16.46% for the first and fourth quarters of 2019, respectively. For further details related to income taxes, see Note 16 of the unaudited Notes to Consolidated Financial Statements contained within this document.
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Contractual Obligations, Commitments, Contingent Liabilities and
Off-Balance
Sheet Arrangements
United has various financial obligations, including contractual obligations and commitments, that may require future cash payments. Please refer to United’s Annual Report on Form
10-K
for the year ended December 31, 2019 for disclosures with respect to United’s fixed and determinable contractual obligations. There have been no material changes outside the ordinary course of business since
year-end
2019 in the specified contractual obligations disclosed in United’s Annual Report on Form
10-K.
United also enters into derivative contracts, mainly to protect against adverse interest rate movements on the value of certain assets or liabilities, under which it is required to either pay cash to or receive cash from counterparties depending on changes in interest rates. Derivative contracts are carried at fair value and not notional value on the consolidated balance sheet. Because the derivative contracts recorded on the balance sheet at March 31, 2020 do not present the amounts that may ultimately be paid under these contracts, they are excluded from the contractual obligations table in the 2019 Form
10-K
report. Further discussion of derivative instruments is presented in Note 12 to the unaudited Notes to Consolidated Financial Statements.
United is a party to financial instruments with
off-balance-sheet
risk in the normal course of business to meet the financing needs of its customers. These financial instruments include loan commitments and standby letters of credit. United’s maximum exposure to credit loss in the event of nonperformance by the counterparty to the financial instrument for the loan commitments and standby letters of credit is the contractual or notional amount of those instruments. United uses the same policies in making commitments and conditional obligations as it does for
on-balance
sheet instruments. Since many of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. Further discussion of
off-balance
sheet commitments is included in Note 11 to the unaudited Notes to Consolidated Financial Statements.
Liquidity
In the opinion of management, United maintains liquidity that is sufficient to satisfy its depositors’ requirements and the credit needs of its customers. Like all banks, United depends upon its ability to renew maturing deposits and other liabilities on a daily basis and to acquire new funds in a variety of markets. A significant source of funds available to United is “core deposits”. Core deposits include certain demand deposits, statement and special savings and NOW accounts. These deposits are relatively stable, and they are the lowest cost source of funds available to United. Short-term borrowings have also been a significant source of funds. These include federal funds purchased and securities sold under agreements to repurchase as well as advances from the FHLB. Repurchase agreements represent funds which are obtained as the result of a competitive bidding process.
Liquid assets are cash and those items readily convertible to cash. All banks must maintain sufficient balances of cash and near-cash items to meet the
day-to-day
demands of customers and United’s cash needs. Other than cash and due from banks, the available for sale securities portfolio and maturing loans are the primary sources of liquidity.
The goal of liquidity management is to ensure the ability to access funding which enables United to efficiently satisfy the cash flow requirements of depositors and borrowers and meet United’s cash needs. Liquidity is managed by monitoring funds’ availability from a number of primary sources. Substantial funding is available from cash and cash equivalents, unused short-term borrowing and a geographically dispersed network of branches providing access to a diversified and substantial retail deposit market.
Short-term needs can be met through a wide array of outside sources such as correspondent and downstream correspondent federal funds and utilization of Federal Home Loan Bank advances.
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Other sources of liquidity available to United to provide long-term as well as short-term funding alternatives, in addition to FHLB advances, are long-term certificates of deposit, lines of credit, borrowings that are secured by bank premises or stock of United’s subsidiaries and issuances of trust preferred securities. In the normal course of business, United through its Asset Liability Committee evaluates these as well as other alternative funding strategies that may be utilized to meet short-term and long-term funding needs.
For the three months ended March 31, 2020, cash of $21.48 million was provided by operating activities due mainly to net income of $40.18 million for the quarter. In addition, increases of $88.12 million in accrued expenses and $27.12 million in the provision for credit losses added cash to the net income amount. Partially offsetting these increases to cash was a decrease of $116.00 million in cash from mortgage banking activities as originations exceeded proceeds from the sales of mortgage loans in the secondary market. Net cash of $122.36 million was used in investing activities which was primarily due to net loan growth of $140.53 million partially offset by $16.42 million of proceeds from sales of investment securities over purchases. During the first three months of 2020, net cash of $600.22 million was provided by financing activities due primarily to net growth of $161.89 million in deposits, net advances of $225.00 million in overnight FHLB advances and net advances of $250.00 million in long-term FHLB advances. These funding activities were partially offset by cash dividends paid of $36.25 million for the quarter. The net effect of the cash flow activities was an increase in cash and cash equivalents of $499.34 million for the first three months of 2020.
United anticipates it can meet its obligations over the next 12 months and has no material commitments for capital expenditures. United also has lines of credit available. See Notes 9 and 10 to the accompanying unaudited Notes to Consolidated Financial Statements for more details regarding the amounts available to United under lines of credit.
The Asset Liability Committee monitors liquidity to ascertain that a liquidity position within certain prescribed parameters is maintained. No changes are anticipated in the policies of United’s Asset Liability Committee.
Capital Resources
United’s capital position is financially sound. United seeks to maintain a proper relationship between capital and total assets to support growth and sustain earnings. United has historically generated attractive returns on shareholders’ equity. United is well-capitalized based upon regulatory guidelines. United’s risk-based capital ratio is 14.47% at March 31, 2020 while its Common Equity Tier 1 capital, Tier 1 capital and leverage ratios are 12.26%, 12.26% and 10.44%, respectively. The March 31, 2020 ratios reflects United’s election of a five-year transition provision, allowed by the Federal Reserve Board and other federal banking agencies in response to the
COVID-19
pandemic, to delay for two years the full impact of CECL on regulatory capital, followed by a three-year transition period. The regulatory requirements for a well-capitalized financial institution are a risk-based capital ratio of 10.0%, a Common Equity Tier 1 capital ratio of 6.5%, a Tier 1 capital ratio of 8.0% and a leverage ratio of 5.0%.
Total shareholders’ equity was $3.34 billion at March 31, 2020, which was relatively flat from December 31, 2019, a decrease of $20.13 million or less than 1%. This decrease was primarily due to a cumulative effective adjustment of $44.33 million to retained earnings for the adoption of ASU
2016-13
by United on January 1, 2020 partially offset by the retention of $4.58 million in net earnings. Partially offsetting this net decrease to retained earnings was an increase of $18.70 million in accumulated other comprehensive income due mainly to an
after-tax
increase in the fair value of available for sale securities.
United’s equity to assets ratio was 16.41% at March 31, 2020 as compared to 17.11% at December 31, 2019. The primary capital ratio, capital and reserves to total assets and reserves, was 17.08% at March 31, 2020 as compared to 17.44% at December 31, 2019. United’s average equity to average asset ratio was 17.10% for the first quarter of 2020 as compared to 17.02% the first quarter of 2019. All of these financial measurements reflect a financially sound position.
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During the first quarter of 2020, United’s Board of Directors declared a cash dividend of $0.35 per share. Total cash dividends declared were $35.60 million for the first quarter of 2020 which was an increase of $845 thousand or 2.43% from dividends declared of $34.76 million for the first quarter of 2019.
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The objective of United’s Asset Liability Management function is to maintain consistent growth in net interest income within United’s policy guidelines. This objective is accomplished through the management of balance sheet liquidity and interest rate risk exposures due to changes in economic conditions, interest rate levels and customer preferences.
Interest Rate Risk
Management considers interest rate risk to be United’s most significant market risk. Interest rate risk is the exposure to adverse changes in United’s net interest income as a result of changes in interest rates. United’s earnings are largely dependent on the effective management of interest rate risk.
Management of interest rate risk focuses on maintaining consistent growth in net interest income within Board-approved policy limits. United’s Asset/Liability Management Committee (ALCO), which includes senior management representatives and reports to the Board of Directors, monitors and manages interest rate risk to maintain an acceptable level of change to net interest income as a result of changes in interest rates. Policy established for interest rate risk is stated in terms of the change in net interest income over a
one-year
and
two-year
horizon given an immediate and sustained increase or decrease in interest rates. The current limits approved by the Board of Directors are structured on a staged basis with each stage requiring specific actions.
United employs a variety of measurement techniques to identify and manage its exposure to changing interest rates. One such technique utilizes an earnings simulation model to analyze the sensitivity of net interest income to movements in interest rates. The model is based on actual cash flows and repricing characteristics for on and
off-balance
sheet instruments and incorporates market-based assumptions regarding the impact of changing interest rates on the prepayment rate of certain assets and liabilities. The model also includes executive management projections for activity levels in product lines offered by United. Assumptions based on the historical behavior of deposit rates and balances in relation to changes in interest rates are also incorporated into the model. Rate scenarios could involve parallel or nonparallel shifts in the yield curve, depending on historical, current, and expected conditions, as well as the need to capture any material effects of explicit or embedded options. These assumptions are inherently uncertain and, as a result, the model cannot precisely measure net interest income or precisely predict the impact of fluctuations in interest rates on net interest income. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and management’s strategies.
Interest sensitive assets and liabilities are defined as those assets or liabilities that mature or are repriced within a designated time frame. The principal function of managing interest rate risk is to maintain an appropriate relationship between those assets and liabilities that are sensitive to changing market interest rates. The difference between rate sensitive assets and rate sensitive liabilities for specified periods of time is known as the “GAP.” Earnings-simulation analysis captures not only the potential of these interest sensitive assets and liabilities to mature or reprice, but also the probability that they will do so. Moreover, earnings-simulation analysis considers the relative sensitivities of these balance sheet items and projects their behavior over an extended period of time. United closely monitors the sensitivity of its assets and liabilities on an
on-going
basis and projects the effect of various interest rate changes on its net interest margin.
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The following table shows United’s estimated earnings sensitivity profile as of March 31, 2020 and December 31, 2019:
                 
Change in Interest Rates (basis points)
 
Percentage Change in Net Interest Income
 
March 31, 2020
 
 
December 31, 2019
 
+200
   
(0.62
%)    
(2.37
%)
+100
   
0.49
%    
(1.09
%)
-100
   
(0.87
%)    
0.86
%
-200
   
(1.22
%)    
(1.34
%)
At March 31, 2020, given an immediate, sustained 100 basis point upward shock to the yield curve used in the simulation model, net interest income for United is estimated to increase by 0.49% over one year as compared to a decrease of 1.09% at December 31, 2019. A 200 basis point immediate, sustained upward shock in the yield curve would decrease net interest income by an estimated 0.62% over one year as of March 31, 2020, as compared to a decrease of 2.37% as of December 31, 2019. A 100 basis point immediate, sustained downward shock in the yield curve would decrease net interest income by an estimated 0.87% over one year as of March 31, 2020 as compared to an increase of 0.86%, over one year as of December 31, 2019. A 200 basis point immediate, sustained downward shock in the yield curve would decrease net interest income by an estimated 1.22% over one year as of March 31, 2020 as compared to a decrease of 1.34% over one year as of December 31, 2019.
In addition to the one year earnings sensitivity analysis, a
two-year
analysis is also performed. Compared to the one year analysis, United is projected to show improved performance in year two within the upward rate shock scenarios. Given an immediate, sustained 100 basis point upward shock to the yield curve used in the simulation model, net interest income for United is estimated to increase by 3.33% in year two as of March 31, 2020. A 200 basis point immediate, sustained upward shock in the yield curve would increase net interest income by an estimated 3.61% in year two as of March 31, 2020. A 100 basis point immediate, sustained downward shock in the yield curve would decrease net interest income by an estimated 3.59% in year two as of March 31, 2020. A 200 basis point immediate, sustained downward shock in the yield curve would decrease net interest income by an estimated 3.95% in year two as of March 31, 2020.
This analysis does not include the potential increased refinancing activities, which should lessen the negative impact on net income from falling rates. While it is unlikely market rates would immediately move 100 or 200 basis points upward or downward on a sustained basis, this is another tool used by management and the Board of Directors to gauge interest rate risk. All of these estimated changes in net interest income are and were within the policy guidelines established by the Board of Directors.
To further aid in interest rate management, United’s subsidiary bank is a member of the Federal Home Loan Bank (FHLB). The use of FHLB advances provides United with a low risk means of matching maturities of earning assets and interest-bearing funds to achieve a desired interest rate spread over the life of the earning assets. In addition, United uses credit with large regional banks and trust preferred securities to provide funding.
As part of its interest rate risk management strategy, United may use derivative instruments to protect against adverse price or interest rate movements on the value of certain assets or liabilities and on future cash flows. These derivatives commonly consist of interest rate swaps, caps, floors, collars, futures, forward contracts, written and purchased options. Interest rate swaps obligate two parties to exchange one or more payments generally calculated with reference to a fixed or variable rate of interest applied to the notional amount. United accounts for its derivative activities in accordance with the provisions of ASC Topic 815, “Derivatives and Hedging.”
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Extension Risk
A key feature of most mortgage loans is the ability of the borrower to repay principal earlier than scheduled. This is called a prepayment. Prepayments arise primarily due to sale of the underlying property, refinancing, or foreclosure. In general, declining interest rates tend to increase prepayments, and rising interest rates tend to slow prepayments. Like other fixed-income securities, when interest rates rise, the value of mortgage- related securities generally declines. The rate of prepayments on underlying mortgages will affect the price and volatility of mortgage-related securities and may shorten or extend the effective maturity of the security beyond what was anticipated at the time of purchase. If interest rates rise, United’s holdings of mortgage-related securities may experience reduced returns if the borrowers of the underlying mortgages pay off their mortgages later than anticipated. This is generally referred to as extension risk.
At March 31, 2020, United’s mortgage related securities portfolio had an amortized cost of $1.4 billion, of which approximately $1.1 billion or 77% were fixed rate collateralized mortgage obligations (CMOs). These fixed rate CMOs consisted primarily of planned amortization class (PACs),
sequential-pay
and accretion directed (VADMs) bonds having an average life of approximately 3.4 years and a weighted average yield of 2.50%, under current projected prepayment assumptions. These securities are expected to have very little extension risk in a rising rate environment. Current models show that an immediate, sustained upward shock of 300 basis points, the average life of these securities would only extend to 4.4 years. The projected price decline of the fixed rate CMO portfolio in rates up 300 basis points would be 9.2%, or less than the price decline of a
4-
year treasury note. By comparison, the price decline of a
30-year
current coupon mortgage backed security (MBS) in rates higher by 300 basis points would be approximately 15.1%.
United had approximately $139 million in balloon and other securities with a projected yield of 2.44% and a projected average life of 3.9 years on March 31, 2020. This portfolio consisted primarily of Fannie Mae Delegated Underwriting and Servicing (DUS) mortgage backed securities (MBS) with a weighted average loan age (WALA) of 5.4 years and a weighted average maturity (WAM) of 4.3 years.
United had approximately $18 million in
15-year
mortgage backed securities with a projected yield of 3.05% and a projected average life of 3 years as of March 31, 2020. This portfolio consisted of seasoned
15-year
mortgage paper with a weighted average loan age (WALA) of 7.4 years and a weighted average maturity (WAM) of 10.1 years.
United had approximately $40 million in
20-year
mortgage backed securities with a projected yield of 2.51% and a projected average life of 3.7 years on March 31, 2020. This portfolio consisted of seasoned
20-year
mortgage paper with a weighted average loan age (WALA) of 4.6 years and a weighted average maturity (WAM) of 15.1 years.
United had approximately $44 million in
30-year
mortgage backed securities with a projected yield of 2.67% and a projected average life of 3.8 years on March 31, 2020. This portfolio consisted of seasoned
30-year
mortgage paper and Home Equity Conversion Mortgages with a weighted average loan age (WALA) of 2.9 years and a weighted average maturity (WAM) of 26.8 years.
The remaining 6% of the mortgage related securities portfolio at March 31, 2020, included adjustable rate securities (ARMs),
10-year
mortgage backed pass-through securities and other fixed rate mortgage backed securities.
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Item 4.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of March 31, 2020, an evaluation was performed under the supervision of and with the participation of United’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of United’s disclosure controls and procedures. Based on that evaluation, United’s management, including the CEO and CFO, concluded that United’s disclosure controls and procedures as of March 31, 2020 were effective in ensuring that information required to be disclosed in the Quarterly Report on Form
10-Q
was recorded, processed, summarized and reported within the time period required by the Securities and Exchange Commission’s rules and forms.
Limitations on the Effectiveness of Controls
United’s management, including the CEO and CFO, does not expect that United’s disclosure controls and internal controls will prevent all errors and fraud. While United’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objective, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.
Changes in Internal Controls
There have been no changes in United’s internal control over financial reporting (as defined in Rules
13a-15(e)
and
15d-15(f)
under the Exchange Act) that occurred during the quarter ended March 31, 2020, or in other factors that have materially affected or are reasonably likely to materially affect United’s internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1.
LEGAL PROCEEDINGS
United and its subsidiaries are currently involved in various legal proceedings in the normal course of business. Management is vigorously pursuing all its legal and factual defenses and, after consultation with legal counsel, believes that all such litigation will be resolved with no material effect on United’s financial position.
Item 1A.
RISK FACTORS
In addition to the other information set forth in this report, please refer to United’s Annual Report on Form
10-K
for the year ended December 31, 2019 for disclosures with respect to United’s risk factors which could materially affect United’s business, financial condition or future results. The risks described in the Annual Report on Form
10-K
are not the only risks facing United. Additional risks and uncertainties not currently known to United or that United currently deems to be immaterial also may materially adversely affect United’s business, financial condition and/or operating results.
The following risk factor supplements the “Risk Factors” section in Item 1A of United’s Annual Report on Form
10-K
for the year ended December 31, 2019:
United’s business, financial condition, liquidity and results of operations have been, and will likely continue to be, adversely affected by the
COVID-19
pandemic. The
COVID-19
pandemic has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely affect, United’s business, financial condition, liquidity and results of operations. The extent to which the
COVID-19
pandemic will continue to negatively affect United’s business, financial condition, liquidity and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic, the continued effectiveness of United’s business continuity plan, the direct and indirect impact of the pandemic on United’s employees, customers, clients, counterparties and service providers, as well as other market participants, and actions taken by governmental authorities and other third parties in response to the pandemic.
The
COVID-19
pandemic has contributed to:
  Increased unemployment and decreased consumer confidence and business generally, leading to an increased risk of delinquencies, defaults and foreclosures.
  Ratings downgrades, credit deterioration and defaults in many industries, including natural resources, hospitality, transportation and commercial real estate.
  A sudden and significant reduction in the valuation of the equity, fixed-income and commodity markets and the significant increase in the volatility of those markets.
  A decrease in the rates and yields on U.S. Treasury securities, which may lead to decreased net interest income.
  Increased demands on capital and liquidity.
  A reduction in the value of the assets that the Company manages or otherwise administers or services for others, affecting related fee income and demand for the Company’s services.
  Heightened cybersecurity, information security and operational risks as a result of work-from-home arrangements.
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Governmental authorities have taken unprecedented measures to provide economic assistance to individual households and businesses, stabilize the markets and support economic growth. The success of these measures is unknown and they may not be sufficient to fully mitigate the negative impact of the
COVID-19
pandemic. Additionally, some measures, such as a suspension of mortgage and other loan payments and foreclosures, may have a negative impact on United’s business, financial condition, liquidity and results of operations. United also faces an increased risk of litigation and governmental and regulatory scrutiny as a result of the effects of
COVID-19
on market and economic conditions and actions governmental authorities take in response to those conditions.
The length of the pandemic and the efficacy of the extraordinary measures being put in place to address it are unknown. Until the pandemic subsides, the Company expects continued draws on lines of credit, reduced revenues in our trust operations and other businesses and increased customer and client defaults, including defaults in unsecured loans.
Even after the pandemic subsides, the U.S. economy may experience a recession, and United anticipates the Company’s businesses would be materially and adversely affected by a prolonged recession. To the extent the pandemic adversely affects United’s business, financial condition, liquidity or results of operations, it may also have the effect of heightening many of the other risks described in the section entitled “Risk Factors” in United’s Annual Report on Form
10-K
for the year ended December 31, 2019 and any subsequent Quarterly Reports on Form
10-Q.
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There have been no United equity securities sales during the quarter ended March 31, 2020 that were not registered. The table below includes certain information regarding United’s purchase of its common shares during the quarter ended March 31, 2020:
                                 
Period
 
Total Number
of Shares
Purchased
(1) (2)
 
 
Average Price
Paid
per Share
 
 
Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans (3)
 
 
Maximum Number
of Shares that May
Yet be Purchased
Under the Plans (3)
 
1/01 – 1/31/2020
   
0
    $
0.00
     
0
     
4,000,000
 
2/01 – 2/29/2020
   
19,314
    $
31.50
     
0
     
4,000,000
 
3/01 – 3/31/2020
   
0
    $
0.00
     
0
     
4,000,000
 
                                 
Total
   
19,314
    $
31.50
     
0
     
 
                                 
(1) Includes shares exchanged in connection with the exercise of stock options or the vesting of restricted stock under United’s long-term incentive plans. Shares are purchased pursuant to the terms of the applicable plan and not pursuant to a publicly announced stock repurchase plan. For the quarter ended March 31, 2020 – 19,310 shares at an average price of $31.50 were exchanged by participants in United’s long-term incentive plans.
(2) Includes shares purchased in open market transactions by United for a rabbi trust to provide payment of benefits under a deferred compensation plan for certain key officers of United and its subsidiaries. For the quarter ended March 31, 2020, the following shares were purchased for the deferred compensation plan: February 2020 – 4 shares at an average price of $38.24.
(3) In October 2019, United’s Board of Directors approved a repurchase plan to repurchase up to 4,000,000 shares of United’s common stock on the open market (the 2019 Plan). The timing, price and quantity of purchases under the plans are at the discretion of management and the plan may be discontinued, suspended or restarted at any time depending on the facts and circumstances.
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Item 3.
DEFAULTS UPON SENIOR SECURITIES
None.
Item 4.
MINE SAFETY DISCLOSURES
None.
Item 5.
OTHER INFORMATION
  (a) None.
  (b) No changes were made to the procedures by which security holders may recommend nominees to United’s Board of Directors.
Item 6.
EXHIBITS
Index to exhibits required by Item 601 of Regulation
S-K
         
Exhibit
No.
 
 
Description
         
 
  2.1
   
         
 
  3.1
   
         
 
  3.2
   
         
 
  4.1
   
         
 
31.1
   
         
 
31.2
   
         
 
32.1
   
         
 
32.2
   
         
 
101
   
Interactive data file (iXBRL) (filed herewith)
         
 
104
   
Cover Page (imbedded in iXBRL)
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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.
             
 
 
 
UNITED BANKSHARES, INC.
 
 
 
(Registrant)
             
Date:
 
May 11, 2020
 
 
/s/ Richard M. Adams
 
 
 
Richard M. Adams, Chairman of the Board and Chief
Executive Officer
             
Date:
 
May 11, 2020
 
 
/s/ W. Mark Tatterson
 
 
 
W. Mark Tatterson, Executive Vice President and Chief
Financial Officer
 
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