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UNITED COMMUNITY BANKS INC - Quarter Report: 2019 September (Form 10-Q)



 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the Quarterly Period Ended September 30, 2019
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 001-35095
UNITED COMMUNITY BANKS, INC.
(Exact name of registrant as specified in its charter)
Georgia
 
58-1807304
(State of incorporation)
 
(I.R.S. Employer Identification No.)
125 Highway 515 East
 
 
Blairsville
,
Georgia
 
30512
(Address of principal executive offices)
 
(Zip code)
(706) 781-2265
(Registrant’s telephone number, including area code)
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 $1 per share
UCBI
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 Date 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, a 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 Exchange Act). 
Yes No

Common stock, par value $1 per share 78,981,929 shares outstanding as of October 31, 2019.
 




INDEX
 
 
 
 
 
 
Item 1.  
Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2



Forward-looking Statements
 
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Forward-looking statements are not statements of historical fact and generally can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “projects”, “plans”, “goal”, “targets”, “potential”, “estimates”, “pro forma”, “seeks”, “intends”, or “anticipates”, or the negative thereof or comparable terminology. Forward-looking statements include discussions of strategy, financial projections, guidance and estimates (including their underlying assumptions), statements regarding plans, objectives, expectations or consequences of various transactions or events, and statements about the future performance, operations, products and services of United Community Banks, Inc. (the “Holding Company”) and its subsidiaries (collectively referred to in this report as “United”).

Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict as to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions include, but are not limited to the following factors:
 
the condition of the general business, political, and economic environment, banking system and financial markets and corresponding changes in loan underwriting, credit review or loss policies associated with changes in these and other conditions;
strategic, market, operational, liquidity and interest rate risks associated with our business;
changes in the interest rate environment, including interest rate changes made by the Federal Reserve, the discontinuation of London Interbank Offered Rate (“LIBOR”) as an interest rate benchmark, as well as cash flow reassessments may reduce net interest margin and/or the volumes and values of loans made or held as well as the value of other financial assets;
our lack of geographic diversification and the success of the local economies in which we operate;
the risks of expansion into new geographic or product markets;
risks with respect to our ability to successfully expand and complete acquisitions and integrate businesses and operations that are acquired;
our ability to attract and retain key employees;
competition from financial institutions and other financial service providers including financial technology providers and our ability to attract customers from other financial institutions;
losses due to fraudulent and negligent conduct of our customers, third party service providers or employees;
cybersecurity risks and the vulnerability of United’s network and online banking portals, and the systems of parties with whom United contracts, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches that could adversely affect our business and financial performance or reputation;
our reliance on third parties to provide key components of our business infrastructure and services required to operate our business;
the risk that we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial services market;
the availability of and access to capital;
legislative, regulatory or accounting changes that may adversely affect us;
changes in the allowance for loan losses resulting from the adoption and implementation of the new Current Expected Credit Loss (“CECL”) methodology;
the costs, effects and outcomes of litigation, regulatory proceedings, examinations, investigations, or similar matters, or adverse facts and developments related thereto;
deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses that exceed our current allowance for loan losses; and
limitations on the ability of United Community Bank (the “Bank”) to pay dividends to the Holding Company, which could affect Holding Company liquidity, including the ability to pay dividends to shareholders or take other capital actions.

United cautions readers that the foregoing list of factors is not exclusive, is not necessarily in order of importance and not to place undue reliance on forward-looking statements. Additional factors that may cause actual results to differ materially from those contemplated by any forward-looking statements also may be found in United’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s website at http://www.sec.gov. United does not intend to and hereby disclaims any obligation to update or revise any forward-looking statement contained in this Form 10-Q, which speak only as of the date hereof, whether as a result of new information, future events, or otherwise. The financial statements and information contained herein have not been reviewed, or confirmed for accuracy or relevance, by the Federal Deposit Insurance Corporation (the “FDIC”) or any other regulator.


3



Part I. FINANCIAL INFORMATION
Item 1. Financial Statements

UNITED COMMUNITY BANKS, INC.
Consolidated Balance Sheets (Unaudited)
(in thousands, except share data)
 
September 30,
2019
 
December 31, 2018
ASSETS
 
 

 
 

Cash and due from banks
 
$
108,389

 
$
126,083

Interest-bearing deposits in banks (includes restricted cash of $5,326 and $6,702)
 
252,670

 
201,182

Cash and cash equivalents
 
361,059

 
327,265

Debt securities available for sale
 
2,272,046

 
2,628,467

Debt securities held to maturity (fair value $248,546 and $268,803)
 
243,028

 
274,407

Loans held for sale at fair value
 
54,625

 
18,935

Loans and leases, net of unearned income
 
8,903,266

 
8,383,401

Less allowance for loan and lease losses
 
(62,514
)
 
(61,203
)
Loans and leases, net
 
8,840,752

 
8,322,198

Premises and equipment, net
 
215,435

 
206,140

Bank owned life insurance
 
201,955

 
192,616

Accrued interest receivable
 
33,233

 
35,413

Net deferred tax asset
 
34,591

 
64,224

Derivative financial instruments
 
43,755

 
24,705

Goodwill and other intangible assets
 
343,340

 
324,072

Other assets
 
165,667

 
154,750

Total assets
 
$
12,809,486

 
$
12,573,192

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
Liabilities:
 
 
 
 
Deposits:
 
 
 
 
Noninterest-bearing demand
 
$
3,527,815

 
$
3,210,220

Interest-bearing deposits
 
7,228,702

 
7,324,293

Total deposits
 
10,756,517

 
10,534,513

Federal Home Loan Bank advances
 
40,000

 
160,000

Long-term debt
 
240,245

 
267,189

Derivative financial instruments
 
16,244

 
26,433

Accrued expenses and other liabilities
 
151,055

 
127,503

Total liabilities
 
11,204,061

 
11,115,638

Shareholders' equity:
 
 
 
 
Common stock, $1 par value; 150,000,000 shares authorized;
    78,974,199 and 79,234,077 shares issued and outstanding
 
78,974

 
79,234

Common stock issuable; 660,581 and 674,499 shares
 
11,327

 
10,744

Capital surplus
 
1,495,267

 
1,499,584

Retained earnings (accumulated deficit)
 
5,594

 
(90,419
)
Accumulated other comprehensive income (loss)
 
14,263

 
(41,589
)
Total shareholders' equity
 
1,605,425

 
1,457,554

Total liabilities and shareholders' equity
 
$
12,809,486

 
$
12,573,192

 
See accompanying notes to consolidated financial statements (unaudited).

4



UNITED COMMUNITY BANKS, INC.
Consolidated Statements of Income (Unaudited)
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in thousands, except per share data)
 
2019
 
2018
 
2019
 
2018
Interest revenue:
 
 

 
 

 
 
 
 
Loans, including fees
 
$
122,645

 
$
108,335

 
$
357,575

 
$
308,296

Investment securities, including tax exempt of $1,118 and $1,052, and $3,409 and $3,049
 
17,744

 
19,899

 
57,638

 
56,448

Deposits in banks and short-term investments
 
226

 
487

 
1,074

 
1,482

Total interest revenue
 
140,615

 
128,721

 
416,287

 
366,226

 
 
 
 
 
 
 
 
 
Interest expense:
 
 
 
 
 
 
 
 
Deposits
 
17,113

 
10,941

 
50,185

 
25,353

Short-term borrowings
 
429

 
274

 
838

 
772

Federal Home Loan Bank advances
 
521

 
1,791

 
2,695

 
5,551

Long-term debt
 
3,214

 
3,605

 
9,813

 
10,679

Total interest expense
 
21,277

 
16,611

 
63,531

 
42,355

Net interest revenue
 
119,338

 
112,110

 
352,756

 
323,871

Provision for credit losses
 
3,100

 
1,800

 
9,650

 
7,400

Net interest revenue after provision for credit losses
 
116,238

 
110,310

 
343,106

 
316,471

 
 
 
 
 
 
 
 
 
Noninterest income:
 
 
 
 
 
 
 
 
Service charges and fees
 
9,916

 
9,112

 
27,429

 
26,831

Mortgage loan and other related fees
 
8,658

 
5,262

 
17,750

 
15,928

Brokerage fees
 
1,699

 
1,525

 
4,624

 
3,598

Gains from sales of SBA/USDA loans
 
1,639

 
2,605

 
4,412

 
6,784

Securities gains (losses), net
 

 
2

 
(118
)
 
(1,302
)
Other
 
7,119

 
5,674

 
20,433

 
18,077

Total noninterest income
 
29,031

 
24,180

 
74,530

 
69,916

Total revenue
 
145,269

 
134,490

 
417,636

 
386,387

 
 
 
 
 
 
 
 
 
Noninterest expenses:
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
50,501

 
47,146

 
146,161

 
135,384

Communications and equipment
 
6,223

 
5,590

 
18,233

 
15,071

Occupancy
 
5,921

 
5,779

 
17,424

 
16,939

Advertising and public relations
 
1,374

 
1,442

 
4,256

 
4,341

Postage, printing and supplies
 
1,618

 
1,574

 
4,733

 
4,896

Professional fees
 
4,715

 
3,927

 
11,930

 
11,435

FDIC assessments and other regulatory charges
 
314

 
2,228

 
3,571

 
6,677

Amortization of intangibles
 
1,210

 
1,681

 
3,845

 
5,426

Merger-related and other charges
 
2,541

 
115

 
6,981

 
4,449

Other
 
8,507

 
8,236

 
23,687

 
23,425

Total noninterest expenses
 
82,924

 
77,718

 
240,821

 
228,043

Net income before income taxes
 
62,345

 
56,772

 
176,815

 
158,344

Income tax expense
 
13,983

 
13,090

 
40,106

 
37,370

Net income
 
$
48,362

 
$
43,682

 
$
136,709

 
$
120,974

 
 
 
 
 
 
 
 
 
Net income available to common shareholders
 
$
48,011

 
$
43,381

 
$
135,727

 
$
120,124

 
 
 
 
 
 
 
 
 
Net income per common share:
 
 
 
 
 
 
 
 
Basic
 
$
0.60

 
$
0.54

 
$
1.70

 
$
1.51

Diluted
 
0.60

 
0.54

 
1.70

 
1.51

Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
79,663

 
79,806

 
79,714

 
79,588

Diluted
 
79,667

 
79,818

 
79,718

 
79,598


See accompanying notes to consolidated financial statements (unaudited). 

5



UNITED COMMUNITY BANKS, INC.
Consolidated Statements of Comprehensive Income (Unaudited)
(in thousands)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
Before-tax
Amount
 
Tax 
(Expense)
Benefit
 
Net of Tax
Amount
 
Before-tax
Amount
 
Tax
(Expense)
Benefit
 
Net of Tax
Amount
2019
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
62,345

 
$
(13,983
)
 
$
48,362

 
$
176,815

 
$
(40,106
)
 
$
136,709

Other comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gains on available-for-sale securities:
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding gains arising during period
 
8,014

 
(1,897
)
 
6,117

 
70,944

 
(17,194
)
 
53,750

Reclassification adjustment for losses included in net income
 

 

 

 
118

 
(30
)
 
88

Net unrealized gains
 
8,014

 
(1,897
)
 
6,117

 
71,062

 
(17,224
)
 
53,838

Amortization of losses included in net income on available-for-sale securities transferred to held-to-maturity
 
105

 
(25
)
 
80

 
282

 
(67
)
 
215

Amortization of losses included in net income on terminated derivative financial instruments that were previously accounted for as cash flow hedges
 

 

 

 
337

 
(86
)
 
251

Defined benefit pension plan activity:
 
 
 
 
 
 
 
 
 
 
 
 
Termination of defined benefit pension plan
 
1,558

 
(398
)
 
1,160

 
1,558

 
(398
)
 
1,160

Amortization of prior service cost and actuarial losses included in net periodic pension cost for defined benefit pension plan
 
174

 
(45
)
 
129

 
521

 
(133
)
 
388

Net defined benefit pension plan activity
 
1,732

 
(443
)
 
1,289

 
2,079

 
(531
)
 
1,548

Total other comprehensive income
 
9,851

 
(2,365
)
 
7,486

 
73,760

 
(17,908
)
 
55,852

Comprehensive income
 
$
72,196

 
$
(16,348
)
 
$
55,848

 
$
250,575

 
$
(58,014
)
 
$
192,561

 
 
 
 
 
 
 
 
 
 
 
 
 
2018
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
56,772

 
$
(13,090
)
 
$
43,682

 
$
158,344

 
$
(37,370
)
 
$
120,974

Other comprehensive loss:
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized losses on available-for-sale securities:
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding losses arising during period
 
(14,022
)
 
3,397

 
(10,625
)
 
(52,860
)
 
12,861

 
(39,999
)
Reclassification adjustment for (gains) losses included in net income
 
(2
)
 
5

 
3

 
1,302

 
(312
)
 
990

Net unrealized losses
 
(14,024
)
 
3,402

 
(10,622
)
 
(51,558
)
 
12,549

 
(39,009
)
Amortization of losses included in net income on available-for-sale securities transferred to held-to-maturity
 
168

 
(40
)
 
128

 
607

 
(149
)
 
458

Amortization of losses included in net income on terminated derivative financial instruments that were previously accounted for as cash flow hedges
 
105

 
(27
)
 
78

 
395

 
(103
)
 
292

Defined benefit pension plan activity:
 
 
 
 
 
 
 
 
 
 
 
 
Net actuarial loss on defined benefit pension plan
 

 

 

 
(5
)
 
1

 
(4
)
Amortization of prior service cost and actuarial losses included in net periodic pension cost for defined benefit pension plan
 
227

 
(57
)
 
170

 
681

 
(188
)
 
493

Net defined benefit pension plan activity
 
227

 
(57
)
 
170

 
676

 
(187
)
 
489

Total other comprehensive loss
 
(13,524
)
 
3,278

 
(10,246
)
 
(49,880
)
 
12,110

 
(37,770
)
Comprehensive income
 
$
43,248

 
$
(9,812
)
 
$
33,436

 
$
108,464

 
$
(25,260
)
 
$
83,204


See accompanying notes to consolidated financial statements (unaudited).

6



UNITED COMMUNITY BANKS, INC.
Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in thousands, except share and per share data)
 
Common Stock
 
Common Stock Issuable
 
Capital Surplus
 
Retained Earnings (Accumulated Deficit)
 
Accumulated Other Comprehensive Income (Loss)
 
Total
 
Common Stock
 
Common Stock Issuable
 
Capital Surplus
 
Retained Earnings (Accumulated Deficit)
 
Accumulated Other Comprehensive Income (Loss)
 
Total
2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
79,075

 
$
10,858

 
$
1,498,740

 
$
(29,116
)
 
$
6,777

 
$
1,566,334

 
$
79,234

 
$
10,744

 
$
1,499,584

 
$
(90,419
)
 
$
(41,589
)
 
$
1,457,554

Net income
 
 
 
 
 
 
 
48,362

 
 
 
48,362

 
 
 
 
 
 
 
136,709

 
 
 
136,709

Other comprehensive income
 
 
 
 
 
 
 
 
 
7,486

 
7,486

 
 
 
 
 
 
 
 
 
55,852

 
55,852

Exercise of stock options (12,000 shares)
 
 
 
 
 
 
 
 
 
 
 

 
12

 
 
 
185

 
 
 
 
 
197

Common stock issued to dividend reinvestment plan and
employee benefit plans 34,190 and 76,613
shares, respectively)
 
34

 
 
 
879

 
 
 
 
 
913

 
76

 
 
 
1,928

 
 
 
 
 
2,004

Amortization of restricted stock awards
 
 
 
 
 
1,678

 
 
 
 
 
1,678

 
 
 
 
 
7,680

 
 
 
 
 
7,680

Vesting of restricted stock, net of shares surrendered to
cover payroll taxes (60,199 and 81,178 shares issued,
respectively, and 14,919 and 51,580 shares deferred,
respectively)
 
60

 
356

 
(1,046
)
 
 
 
 
 
(630
)
 
81

 
1,365

 
(2,468
)
 
 
 
 
 
(1,022
)
Purchases of common stock (195,443 and 500,495 shares, respectively)
 
(195
)
 
 
 
(4,985
)
 
 
 
 
 
(5,180
)
 
(500
)
 
 
 
(12,520
)
 
 
 
 
 
(13,020
)
Deferred compensation plan, net, including dividend
equivalents
 
 
 
114

 
 
 
 
 
 
 
114

 
 
 
406

 
 
 
 
 
 
 
406

Shares issued from deferred compensation plan, net of
shares surrendered to cover payroll taxes (34 and 70,826
shares, respectively)
 

 
(1
)
 
1

 
 
 
 
 

 
71

 
(1,188
)
 
878

 
 
 
 
 
(239
)
Common stock dividends ($0.17 and $0.50 per share,
respectively)
 
 
 
 
 
 
 
(13,652
)
 
 
 
(13,652
)
 
 
 
 
 
 
 
(40,147
)
 
 
 
(40,147
)
Adoption of new accounting standard
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
(549
)
 
 
 
(549
)
Balance, September 30, 2019
 
$
78,974

 
$
11,327

 
$
1,495,267

 
$
5,594

 
$
14,263

 
$
1,605,425

 
$
78,974

 
$
11,327

 
$
1,495,267

 
$
5,594

 
$
14,263

 
$
1,605,425

2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
79,138

 
$
9,509

 
$
1,497,517

 
$
(154,290
)
 
$
(52,765
)
 
$
1,379,109

 
$
77,580

 
$
9,083

 
$
1,451,814

 
$
(209,902
)
 
$
(25,241
)
 
$
1,303,334

Net income
 
 
 
 
 
 
 
43,682

 
 
 
43,682

 
 
 
 
 
 
 
120,974

 
 
 
120,974

Other comprehensive loss
 
 
 
 
 
 
 
 
 
(10,246
)
 
(10,246
)
 
 
 
 
 
 
 
 
 
(37,770
)
 
(37,770
)
Exercise of stock options (12,000 shares)
 


 
 
 


 
 
 
 
 

 
12

 
 
 
130

 
 
 
 
 
142

Common stock issued to dividend reinvestment plan and
employee benefit plans 7,903 and 17,756 shares,
respectively)
 
8

 
 
 
211

 
 
 
 
 
219

 
18

 
 
 
486

 
 
 
 
 
504

Common stock issued for acquisition (1,443,987 shares)
 


 
 
 


 
 
 
 
 

 
1,444

 
 
 
44,302

 
 
 
 
 
45,746

Amortization of stock option and restricted stock awards
 
 
 
 
 
1,799

 
 
 
 
 
1,799

 
 
 
 
 
4,075

 
 
 
 
 
4,075

Vesting of restricted stock, net of shares surrendered to
cover payroll taxes (54,551 and 100,960 shares issued,
respectively, 32,437 and 79,856 shares deferred,
respectively)
 
54

 
589

 
(1,363
)
 
 
 
 
 
(720
)
 
100

 
1,473

 
(3,279
)
 
 
 
 
 
(1,706
)
Deferred compensation plan, net, including dividend
equivalents
 
 
 
110

 
 
 
 
 
 
 
110

 
 
 
344

 
 
 
 
 
 
 
344

Shares issued from deferred compensation plan, net of
shares surrendered to cover payroll taxes (2,215 and
48,215 shares, respectively)
 
2

 
(37
)
 
35

 
 
 
 
 

 
48

 
(729
)
 
671

 
 
 
 
 
(10
)
Common stock dividends ($0.15 and $0.42 per
share, respectively)
 
 
 
 
 
 
 
(12,071
)
 
 
 
(12,071
)
 
 
 
 
 
 
 
(33,751
)
 
 
 
(33,751
)
Balance, September 30, 2018
 
$
79,202

 
$
10,171

 
$
1,498,199

 
$
(122,679
)
 
$
(63,011
)
 
$
1,401,882

 
$
79,202

 
$
10,171

 
$
1,498,199

 
$
(122,679
)
 
$
(63,011
)
 
$
1,401,882

See accompanying notes to consolidated financial statements (unaudited).

7



UNITED COMMUNITY BANKS, INC.
Consolidated Statements of Cash Flows (Unaudited)
 
 
Nine Months Ended September 30,
(in thousands)
 
2019
 
2018
Operating activities:
 
 

 
 

Net income
 
$
136,709

 
$
120,974

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation, amortization and accretion
 
18,009

 
24,486

Provision for credit losses
 
9,650

 
7,400

Stock based compensation
 
7,680

 
4,075

Deferred income tax expense
 
12,149

 
36,335

Securities losses, net
 
118

 
1,302

Gains from sales of other loans
 
(4,783
)
 
(6,784
)
Net (gains) losses on sales and write downs of other real estate owned
 
(307
)
 
316

Changes in assets and liabilities:
 
 
 
 
Other assets and accrued interest receivable
 
(47,236
)
 
(13,515
)
Accrued expenses and other liabilities
 
(188
)
 
17,593

Loans held for sale
 
(35,690
)
 
8,001

Net cash provided by operating activities
 
96,111

 
200,183

 
 
 
 
 
Investing activities:
 
 
 
 
Debt securities held to maturity:
 
 
 
 
Proceeds from maturities and calls of securities held to maturity
 
39,787

 
47,325

Purchases of securities held to maturity
 
(8,499
)
 
(11,983
)
Debt securities available for sale and equity securities:
 
 
 
 
Proceeds from sales of securities available for sale
 
225,883

 
156,679

Proceeds from maturities and calls of securities available for sale
 
238,514

 
249,750

Purchases of securities available for sale and equity securities
 
(45,629
)
 
(425,093
)
Net increase in loans
 
(296,076
)
 
(123,438
)
Proceeds from sales of premises and equipment
 
5,870

 
4,126

Purchases of premises and equipment
 
(16,532
)
 
(14,449
)
Net cash paid for acquisition
 
(19,545
)
 
(56,800
)
Proceeds from sale of other real estate
 
2,344

 
3,645

Net cash provided by (used in) investing activities
 
126,117

 
(170,238
)
 
 
 
 
 
Financing activities:
 
 
 
 
Net increase in deposits
 
10,538

 
422,622

Net decrease in short-term borrowings
 

 
(264,923
)
Repayment of long-term debt
 
(27,500
)
 
(53,503
)
Proceeds from FHLB advances
 
1,625,000

 
2,240,000

Repayment of FHLB advances
 
(1,745,000
)
 
(2,444,003
)
Proceeds from issuance of subordinated debt, net of issuance costs
 

 
98,188

Proceeds from issuance of common stock for dividend reinvestment and employee benefit plans
 
2,004

 
504

Proceeds from exercise of stock options
 
197

 
142

Cash paid for shares withheld to cover payroll taxes upon vesting of restricted stock
 
(1,261
)
 
(1,716
)
Repurchase of common stock
 
(13,020
)
 

Cash dividends on common stock
 
(39,392
)
 
(29,563
)
Net cash (used in) provided by financing activities
 
(188,434
)
 
(32,252
)
 
 
 
 
 
Net change in cash and cash equivalents, including restricted cash
 
33,794

 
(2,307
)
 
 
 
 
 
Cash and cash equivalents, including restricted cash, at beginning of period
 
327,265

 
314,275

 
 
 
 
 
Cash and cash equivalents, including restricted cash, at end of period
 
$
361,059

 
$
311,968

 
 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
 
Significant non-cash investing and financing transactions:
 
 
 
 
Unsettled government guaranteed loan sales
 
$
6,850

 
$
25,680

Transfers of loans to foreclosed properties
 
853

 
2,063

Unsettled securities purchases
 

 
15,450

Unsettled government guaranteed loan purchases
 

 
5,214

Acquisitions:
 
 
 
 
Assets acquired
 
264,937

 
480,679

Liabilities assumed
 
212,844

 
350,433

Net assets acquired
 
52,093

 
130,246

Common stock issued in acquisitions
 

 
45,746


See accompanying notes to consolidated financial statements (unaudited). 

8

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)



Note 1 – Accounting Policies
 
The accounting and financial reporting policies of United Community Banks, Inc. and its subsidiaries (collectively referred to herein as “United”) conform to accounting principles generally accepted in the United States (“GAAP”) and reporting guidelines of banking regulatory authorities and regulators. The accompanying interim consolidated financial statements have not been audited. All material intercompany balances and transactions have been eliminated. A more detailed description of United’s accounting policies is included in its Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 10-K”).
 
In management’s opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. These adjustments are normal and recurring accruals considered necessary for a fair and accurate presentation. The results for interim periods are not necessarily indicative of results for the full year or any other interim periods. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes appearing in United’s 2018 10-K. Certain amounts reported in prior periods' consolidated financial statements have been reclassified to conform to the current presentation.

Note 2 –Accounting Standards Updates and Recently Adopted Standards
 
Accounting Standards Updates
 
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance was further modified in November 2018 by ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, in April 2019 by ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825 Financial Instruments and in May 2019 by ASU No. 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief. The new guidance replaces the incurred loss impairment methodology in current GAAP with a current expected credit loss (“CECL”) methodology, requires consideration of a broader range of information to determine credit loss estimates and generally applies to financial assets measured at amortized cost and some off-balance sheet credit exposures. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. Purchased credit deteriorated (“PCD”) loans will receive an allowance account at the acquisition date that represents a component of the purchase price allocation. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses, with such allowance limited to the amount by which fair value is below amortized cost. Application of this update will primarily be on a modified retrospective approach, although the guidance for debt securities for which an other-than-temporary impairment has been recognized before the effective date and for loans previously covered by Accounting Standards Codification 310-30 (“ASC 310-30”), Receivables – Loans and Debt Securities Acquired with Deteriorated Credit Quality will be applied on a prospective basis. For public entities, this update is effective for fiscal years beginning after December 15, 2019. Upon adoption, United expects that the allowance for credit losses will be higher given the change to estimated losses for the estimated life of the financial asset; however, management is still in the process of determining the impact. During the third quarter of 2019, management’s CECL steering committee analyzed the results of ongoing parallel runs for both securities held to maturity and loans and continued to monitor the impact of various model assumptions in order to improve the precision of the model. The committee remains focused on developing its CECL policy, procedures, and internal control structure in preparation for adoption of Topic 326. During the remainder of the pre-adoption period, management will run additional parallel runs of the allowance model under the expected credit loss methodology. During monthly steering committee meetings, management regularly reviews project status, gap remediation efforts and project priorities.

As referenced above, in April 2019, the 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. In addition to amending guidance related to the new CECL standard, this update clarifies certain aspects of hedge accounting and recognition and measurement of financial instruments. The non-CECL provisions of this update are effective for United as of January 1, 2020. United does not expect the new guidance to have a material impact on the consolidated financial statements.

Recently Adopted Standards

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This guidance was further modified by ASU No. 2018-10, Codification Improvements to Topic 842 Leases, ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, ASU No. 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors and ASU No. 2019-01, Leases (Topic 842): Codification Improvements. These standards require a lessee to recognize in the consolidated balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. United adopted the standard on January 1, 2019 using the optional transition method, which allowed for a modified retrospective method of adoption with a cumulative

9

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


effect adjustment to shareholders’ equity without restating comparable periods. United also elected the relief package of practical expedients for which there is no requirement to reassess existence of leases, their classification, and initial direct costs as well as an exemption for short-term leases with a term of less than one year, whereby United does not recognize a lease liability or right-of-use asset on the consolidated balance sheet but instead recognizes lease payments as an expense over the lease term as appropriate. The adoption of this guidance resulted in recognition of a right-of-use asset of $23.8 million, a lease liability of $26.8 million and a reduction of shareholders’ equity of $549,000, net of tax, related to its operating leases. In addition, United has equipment financing leases for which it is the lessor, which were previously accounted for as capital leases. Upon adoption of Topic 842, these leases were classified as sales-type or direct financing leases, which required no significant change in accounting policy or treatment. These lease agreements may include options to renew and for the lessee to purchase the leased equipment at the end of the lease term. As a lessor, United elected to exclude sales taxes from consideration in lease contracts. In the opinion of management, the changes described above resulting from the adoption of the standard did not have a material impact on the consolidated financial statements. See Notes 6 and 16 for additional information on equipment financing leases and operating leases, respectively.

In July of 2019, the FASB issued ASU No. 2019-07, Codification updates to SEC sections: amendments to SEC paragraphs pursuant to SEC final rule releases No. 33-10532, disclosure update and simplification, and nos. 33-10231 and 33-10442, investment company reporting modernization, and miscellaneous updates. This standard updates various SEC financial statement disclosure requirements, including disclosures related to bank holding companies. The standard is effective immediately, and United does not expect the new guidance to have a material impact on its disclosures.

 
Note 3 – Acquisitions

Acquisition of First Madison Bank and Trust
On May 1, 2019, United completed the acquisition of First Madison Bank & Trust (“FMBT”). FMBT operated four banking offices in Athens-Clarke County, Georgia. In connection with the acquisition, United acquired $245 million of assets and assumed $213 million of liabilities. Under the terms of the merger agreement, FMBT shareholders received $52.1 million in cash. The fair value of consideration paid exceeded the fair value of the identifiable assets and liabilities acquired and resulted in the establishment of goodwill in the amount of $20.3 million, representing the intangible value of FMBT’s business and reputation within the markets it served. None of the goodwill is expected to be deductible for income tax purposes. United will amortize the related core deposit intangible of $2.80 million using the sum-of-the-years-digits method over 9.25 years, which represents the expected useful life of the asset. 

United’s operating results for the three and nine months ended September 30, 2019 include the operating results of the acquired business for the period subsequent to the acquisition date of May 1, 2019.
 

10

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


The purchased assets and assumed liabilities were recorded at their acquisition date fair values and are summarized in the table below (in thousands). 
 
As Recorded by
FMBT
 
Fair Value
Adjustments (1)
 
As Recorded by
United
Assets
 
 
 
 
 
Cash and cash equivalents
$
32,548

 

 
$
32,548

Loans
197,682

 
(5,188
)
 
192,494

Allowance for loan losses
(6,338
)
 
6,338

 

Premises and equipment, net
7,124

 
1,400

 
8,524

Bank owned life insurance
6,823

 

 
6,823

Net deferred tax asset
1,386

 
(1,229
)
 
157

Core deposit intangible

 
2,800

 
2,800

Other assets
1,032

 
246

 
1,278

Total assets acquired
$
240,257

 
$
4,367

 
$
244,624

Liabilities
 
 
 
 
 
Deposits
$
211,884

 
$
243

 
$
212,127

Other liabilities
924

 
(207
)
 
717

Total liabilities assumed
212,808

 
36

 
212,844

Excess of assets acquired over liabilities assumed
$
27,449

 
 
 
 
Aggregate fair value adjustments
 
 
$
4,331

 
 
Total identifiable net assets
 
 
 
 
31,780

Cash consideration transferred
 
 
 
 
52,093

Goodwill
 
 
 
 
$
20,313


(1) Fair values are preliminary and are subject to refinement for a period not to exceed one year after the closing date of an acquisition as information relative to closing date fair values becomes available.

The following table presents additional information related to the acquired loan portfolio at the acquisition date (in thousands):
 
 
May 1, 2019
 
 
Accounted for pursuant to ASC 310-30:
 
 
 
Contractually required principal and interest
$
13,145

 
 
Non-accretable difference
2,517

 
 
Cash flows expected to be collected
10,628

 
 
Accretable yield
1,300

 
 
Fair value
$
9,328

 
 
 
 
 
 
Excluded from ASC 310-30:
 
 
 
Fair value
$
183,166

 
 
Gross contractual amounts receivable
218,855

 
 
Estimate of contractual cash flows not expected to be collected
8,826

 

 
Pro forma information
 
United acquired NLFC Holdings Corp. and its subsidiaries, collectively known as “Navitas,” on February 1, 2018, as described in United’s 2018 10-K. The following table discloses the impact of the acquisitions of FMBT and Navitas since the acquisition dates through September 30 in the year of acquisition. The table also presents certain pro forma information as if FMBT had been acquired on January 1, 2018 and Navitas had been acquired on January 1, 2017. These results combine the historical results of the acquired entities with United’s consolidated statement of income and, while adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not necessarily indicative of what would have occurred had the acquisitions taken place in earlier years.
 

11

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


Merger-related costs from the FMBT acquisition of $756,000 and $1.78 million, respectively, have been excluded from the three and nine months 2019 pro forma information presented below and included in the three and nine months 2018 pro forma information below. Merger-related costs from the Navitas acquisition of $103,000 and $4.93 million, respectively, have been excluded from the three and nine months 2018 pro forma information presented below. The actual results and pro forma information were as follows (in thousands):
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
Revenue
 
Net Income
 
Revenue
 
Net Income
2019
 
 
 
 
 
 
 
 
Actual FMBT results included in statement of income since acquisition date
 
$
2,697

 
$
1,403

 
$
5,024

 
$
2,590

Supplemental consolidated pro forma as if FMBT had been acquired January 1, 2018
 
144,881

 
48,653

 
420,872

 
138,157

 
 
 
 
 
 
 
 
 
2018
 
 
 
 
 
 
 
 
Actual Navitas results included in statement of income since acquisition date
 
$
7,006

 
$
1,884

 
$
17,243

 
$
5,380

Supplemental consolidated pro forma as if FMBT had been acquired January 1, 2018 and Navitas had been acquired January 1, 2017
 
138,036

 
44,846

 
399,692

 
124,599




12

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


Note 4 – Balance Sheet Offsetting and Repurchase Agreements Accounted for as Secured Borrowings

United enters into reverse repurchase agreements in order to invest short-term funds. In addition, United enters into repurchase agreements and reverse repurchase agreements with the same counterparty in transactions commonly referred to as collateral swaps that are subject to master netting agreements under which the balances are netted in the balance sheet in accordance with ASC 210-20, Offsetting.

The following table presents a summary of amounts outstanding under reverse repurchase agreements, of which there were none as of September 30, 2019, and derivative financial instruments including those entered into in connection with the same counterparty under master netting agreements as of the dates indicated (in thousands).
 
 
Gross Amounts of Recognized Assets
 
Gross Amounts Offset on the Balance Sheet
 
 
 
Gross Amounts not Offset in the Balance Sheet
 
 
September 30, 2019
 
 
 
Net Asset Balance
 
Financial
Instruments
 
Collateral
Received
 
Net
Amount
Derivatives
 
$
43,755

 
$

 
$
43,755

 
$
(122
)
 
$

 
$
43,633

Total
 
$
43,755

 
$

 
$
43,755

 
$
(122
)
 
$

 
$
43,633

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amounts of Recognized Liabilities
 
Gross Amounts Offset on the Balance Sheet
 
Net Liability Balance
 
Gross Amounts not Offset
in the Balance Sheet
 
 
 
 
 
 
 
Financial
Instruments
 
Collateral
Pledged
 
Net
Amount
Derivatives
 
$
16,244

 
$

 
$
16,244

 
$
(122
)
 
$
(16,316
)
 
$

Total
 
$
16,244

 
$

 
$
16,244

 
$
(122
)
 
$
(16,316
)
 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amounts of Recognized Assets
 
Gross Amounts Offset on the Balance Sheet
 
 
 
Gross Amounts not Offset
in the Balance Sheet
 
 
December 31, 2018
 
 
 
Net Asset Balance
 
Financial
Instruments
 
Collateral
Received
 
Net
Amount
Repurchase agreements / reverse repurchase agreements
 
$
50,000

 
$
(50,000
)
 
$

 
$

 
$

 
$

Derivatives
 
24,705

 

 
24,705

 
(973
)
 
(8,029
)
 
15,703

Total
 
$
74,705

 
$
(50,000
)
 
$
24,705

 
$
(973
)
 
$
(8,029
)
 
$
15,703

 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average interest rate of reverse repurchase agreements
 
3.20
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amounts of Recognized Liabilities
 
Gross Amounts Offset on the Balance Sheet
 
 
 
Gross Amounts not Offset
in the Balance Sheet
 
 
 
 
 
 
Net Liability Balance
 
Financial
Instruments
 
Collateral
Pledged
 
Net
Amount
Repurchase agreements / reverse repurchase agreements
 
$
50,000

 
$
(50,000
)
 
$

 
$

 
$

 
$

Derivatives
 
26,433

 

 
26,433

 
(973
)
 
(16,126
)
 
9,334

Total
 
$
76,433

 
$
(50,000
)
 
$
26,433

 
$
(973
)
 
$
(16,126
)
 
$
9,334

 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average interest rate of repurchase agreements
 
2.45
%
 
 
 
 
 
 
 
 
 
 

  
At September 30, 2019, United recognized the right to reclaim cash collateral of $16.3 million. At September 30, 2019 there was no cash collateral held for derivatives. At December 31, 2018, United recognized the right to reclaim cash collateral of $16.1 million and the obligation to return cash collateral of $8.03 million. The right to reclaim cash collateral and the obligation to return cash collateral were included in the consolidated balance sheets in other assets and other liabilities, respectively. Derivatives include customer derivatives, which as discussed further in Note 9, are cross-collateralized with the collateral used to support the credit risk for the underlying lending relationship. Such collateral is not included in the tables above.

13

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


The following table presents additional detail regarding repurchase agreements accounted for as secured borrowings and the securities underlying these agreements as of December 31, 2018 (in thousands).
 
 
Remaining Contractual Maturity of the Agreements
 
 
Overnight and Continuous
 
Up to 30 Days
 
30 to 90 Days
 
91 to 110 days
 
Total
Mortgage-backed securities
 
$

 
$

 
$
50,000

 
$

 
$
50,000

Total
 
$

 
$

 
$
50,000

 
$

 
$
50,000

 
 
 
 
 
 
 
 
 
 
 
Gross amount of recognized liabilities for repurchase agreements in offsetting disclosure
 
 

 
$
50,000

Amounts related to agreements not included in offsetting disclosure
 
 

 
 

 
$


 
United is obligated to promptly transfer additional securities if the market value of the securities falls below the repurchase agreement price. United manages this risk by maintaining an unpledged securities portfolio that it believes is sufficient to cover a decline in the market value of the securities sold under agreements to repurchase.
 
Note 5 – Securities

The amortized cost basis, unrealized gains and losses and fair value of debt securities held-to-maturity as of the dates indicated are as follows (in thousands).
 
Amortized
Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair
Value
As of September 30, 2019
 
 
 
 
 
 
 
State and political subdivisions
$
61,251

 
$
3,308

 
$

 
$
64,559

Residential mortgage-backed securities
163,603

 
2,532

 
597

 
165,538

Commercial mortgage-backed securities
18,174

 
331

 
56

 
18,449

Total
$
243,028

 
$
6,171

 
$
653

 
$
248,546

 
 
 
 
 
 
 
 
As of December 31, 2018
 
 
 
 
 
 
 
State and political subdivisions
$
68,551

 
$
952

 
$
2,191

 
$
67,312

Residential mortgage-backed securities
176,488

 
652

 
5,094

 
172,046

Commercial mortgage-backed securities
29,368

 
173

 
96

 
29,445

Total
$
274,407

 
$
1,777

 
$
7,381

 
$
268,803



14

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


The cost basis, unrealized gains and losses, and fair value of debt securities available-for-sale as of the dates indicated are presented below (in thousands).
 
Amortized
Cost
 
Gross Unrealized
Gains
 
Gross Unrealized
Losses
 
Fair
Value
As of September 30, 2019
 
 
 
 
 
 
 
U.S. Treasuries
$
152,759

 
$
1,873

 
$

 
$
154,632

U.S. Government agencies
2,972

 
203

 

 
3,175

State and political subdivisions
215,159

 
12,166

 

 
227,325

Residential mortgage-backed securities
1,236,101

 
22,154

 
1,622

 
1,256,633

Commercial mortgage-backed securities
318,815

 
3,783

 
133

 
322,465

Corporate bonds
200,246

 
1,291

 
342

 
201,195

Asset-backed securities
106,729

 
762

 
870

 
106,621

Total
$
2,232,781

 
$
42,232

 
$
2,967

 
$
2,272,046

 
 
 
 
 
 
 
 
As of December 31, 2018
 
 
 
 
 
 
 
U.S. Treasuries
$
150,712

 
$
767

 
$
2,172

 
$
149,307

U.S. Government agencies
25,493

 
335

 
275

 
25,553

State and political subdivisions
234,750

 
907

 
1,716

 
233,941

Residential mortgage-backed securities
1,464,380

 
3,428

 
21,898

 
1,445,910

Commercial mortgage-backed securities
399,663

 
187

 
7,933

 
391,917

Corporate bonds
200,582

 
502

 
1,921

 
199,163

Asset-backed securities
184,683

 
328

 
2,335

 
182,676

Total
$
2,660,263

 
$
6,454

 
$
38,250

 
$
2,628,467


 
Securities with a carrying value of $724 million and $925 million were pledged to secure public deposits, derivatives and other secured borrowings at September 30, 2019 and December 31, 2018, respectively.

 The following table summarizes debt securities held-to-maturity in an unrealized loss position as of the dates indicated (in thousands).
 
Less than 12 Months
 
12 Months or More
 
Total
 
Fair Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
As of September 30, 2019
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage-backed securities
$
2,597

 
$
12

 
$
55,776

 
$
585

 
$
58,373

 
$
597

Commercial mortgage-backed securities

 

 
1,900

 
56

 
1,900

 
56

Total unrealized loss position
$
2,597

 
$
12

 
$
57,676

 
$
641

 
$
60,273

 
$
653

 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
State and political subdivisions
$
7,062

 
$
46

 
$
34,146

 
$
2,145

 
$
41,208

 
$
2,191

Residential mortgage-backed securities
6,579

 
61

 
136,376

 
5,033

 
142,955

 
5,094

Commercial mortgage-backed securities

 

 
4,290

 
96

 
4,290

 
96

Total unrealized loss position
$
13,641

 
$
107

 
$
174,812

 
$
7,274

 
$
188,453

 
$
7,381


 

15

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


The following table summarizes debt securities available-for-sale in an unrealized loss position as of the dates indicated (in thousands).
 
Less than 12 Months
 
12 Months or More
 
Total
 
Fair Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
As of September 30, 2019
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage-backed securities
$
72,466

 
$
603

 
$
111,223

 
$
1,019

 
$
183,689

 
$
1,622

Commercial mortgage-backed securities

 

 
37,111

 
133

 
37,111

 
133

Corporate bonds
19,820

 
114

 
15,772

 
228

 
35,592

 
342

Asset-backed securities
64,608

 
867

 
1,233

 
3

 
65,841

 
870

Total unrealized loss position
$
156,894

 
$
1,584

 
$
165,339

 
$
1,383

 
$
322,233

 
$
2,967

 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
$

 
$

 
$
120,391

 
$
2,172

 
$
120,391

 
$
2,172

U.S. Government agencies

 

 
21,519

 
275

 
21,519

 
275

State and political subdivisions
15,160

 
28

 
133,500

 
1,688

 
148,660

 
1,716

Residential mortgage-backed securities
234,583

 
808

 
775,360

 
21,090

 
1,009,943

 
21,898

Commercial mortgage-backed securities
4,552

 
594

 
355,292

 
7,339

 
359,844

 
7,933

Corporate bonds

 

 
117,296

 
1,921

 
117,296

 
1,921

Asset-backed securities
74,492

 
1,879

 
31,968

 
456

 
106,460

 
2,335

Total unrealized loss position
$
328,787

 
$
3,309

 
$
1,555,326

 
$
34,941

 
$
1,884,113

 
$
38,250


 
At September 30, 2019, there were 49 debt securities available-for-sale and 29 debt securities held-to-maturity that were in an unrealized loss position. United does not intend to sell nor believes it will be required to sell securities in an unrealized loss position prior to the recovery of their amortized cost basis. Unrealized losses at September 30, 2019 were primarily attributable to changes in interest rates.
 
Management evaluates securities for other-than-temporary impairment on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, among other factors. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports. No impairment charges were recognized during the three and nine months ended September 30, 2019 or 2018.
 
Realized gains and losses are derived using the specific identification method for determining the cost of securities sold. The following table summarizes available-for-sale securities sales activity for the three and nine months ended September 30, 2019 and 2018 (in thousands)
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from sales
$

 
$
16,383

 
$
225,883

 
$
156,679

 
 
 
 
 
 
 
 
 
 
 
 
Gross gains on sales
$

 
$
176

 
$
1,776

 
$
825

 
 
Gross losses on sales

 
(174
)
 
(1,894
)
 
(2,127
)
 
 
Net gains (losses) on sales of securities
$

 
$
2

 
$
(118
)
 
$
(1,302
)
 
 
 
 
 
 
 
 
 
 
 
 
Income tax expense (benefit) attributable to sales
$

 
$
5

 
$
(30
)
 
$
(312
)
 
 


16

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


The amortized cost and fair value of debt securities available-for-sale and held-to-maturity at September 30, 2019, by contractual maturity, are presented in the following table (in thousands)
 
Available-for-Sale
 
Held-to-Maturity
 
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
U.S. Treasuries:
 

 
 

 
 

 
 

Within 1 year
$
29,786

 
$
29,887

 
$

 
$

1 to 5 years
122,973

 
124,745

 

 

 
152,759

 
154,632

 

 

 
 
 
 
 
 
 
 
U.S. Government agencies:
 
 
 
 
 
 
 
1 to 5 years
406

 
406

 

 

More than 10 years
2,566

 
2,769

 

 

 
2,972

 
3,175

 

 

 
 
 
 
 
 
 
 
State and political subdivisions:
 
 
 
 
 
 
 
Within 1 year
935

 
943

 
1,350

 
1,376

1 to 5 years
54,107

 
55,437

 
10,764

 
11,322

5 to 10 years
16,339

 
17,222

 
7,202

 
8,047

More than 10 years
143,778

 
153,723

 
41,935

 
43,814

 
215,159

 
227,325

 
61,251

 
64,559

 
 
 
 
 
 
 
 
Corporate bonds:
 
 
 
 
 
 
 
Within 1 year
120,046

 
120,176

 

 

1 to 5 years
77,700

 
78,475

 

 

5 to 10 years
1,500

 
1,546

 

 

More than 10 years
1,000

 
998

 

 

 
200,246

 
201,195

 

 

 
 
 
 
 
 
 
 
Asset-backed securities:
 
 
 
 
 
 
 
1 to 5 years
1,754

 
1,746

 

 

More than 10 years
104,975

 
104,875

 

 

 
106,729

 
106,621

 

 

 
 
 
 
 
 
 
 
Total securities other than mortgage-backed securities:
 
 
 
 
 
 
 
Within 1 year
150,767

 
151,006

 
1,350

 
1,376

1 to 5 years
256,940

 
260,809

 
10,764

 
11,322

5 to 10 years
17,839

 
18,768

 
7,202

 
8,047

More than 10 years
252,319

 
262,365

 
41,935

 
43,814

Residential mortgage-backed securities
1,236,101

 
1,256,633

 
163,603

 
165,538

Commercial mortgage-backed securities
318,815

 
322,465

 
18,174

 
18,449

 
$
2,232,781

 
$
2,272,046

 
$
243,028

 
$
248,546



Expected maturities may differ from contractual maturities because issuers and borrowers may have the right to call or prepay obligations.

17

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


Note 6 – Loans and Leases and Allowance for Credit Losses
 
Major classifications of the loan and lease portfolio (collectively referred to as the “loan portfolio” or “loans”) are summarized as of the dates indicated as follows (in thousands).
 
September 30, 2019
 
December 31, 2018
Owner occupied commercial real estate
$
1,692,010

 
$
1,647,904

Income producing commercial real estate
1,933,868

 
1,812,420

Commercial & industrial
1,271,243

 
1,278,347

Commercial construction
1,000,801

 
796,158

Equipment financing
729,506

 
564,614

Total commercial
6,627,428

 
6,099,443

Residential mortgage
1,120,828

 
1,049,232

Home equity lines of credit
668,987

 
694,010

Residential construction
229,352

 
211,011

Consumer direct
125,517

 
122,013

Indirect auto
131,154

 
207,692

Total loans
8,903,266

 
8,383,401

Less allowance for loan losses
(62,514
)
 
(61,203
)
Loans, net
$
8,840,752

 
$
8,322,198


 
At September 30, 2019 and December 31, 2018, loans totaling $4.15 billion and $3.98 billion, respectively, were pledged as collateral to secure Federal Home Loan Bank advances, securitized notes payable and other contingent funding sources.
 
At September 30, 2019, the carrying value and outstanding balance of purchased credit impaired (“PCI”) loans accounted for under ASC 310-30 were $69.7 million and $97.1 million, respectively. At December 31, 2018, the carrying value and outstanding balance of PCI loans were $74.4 million and $109 million, respectively. The following table presents changes in the balance of the accretable yield for PCI loans for the periods indicated (in thousands)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Balance at beginning of period
$
26,308

 
$
23,406

 
$
26,868

 
$
17,686

Additions due to acquisitions

 

 
1,300

 
1,977

Accretion
(4,950
)
 
(3,773
)
 
(14,037
)
 
(9,284
)
Reclassification from nonaccretable difference
1,159

 
3,018

 
5,627

 
10,136

Changes in expected cash flows that do not affect nonaccretable difference
329

 
2,027

 
3,088

 
4,163

Balance at end of period
$
22,846

 
$
24,678

 
$
22,846

 
$
24,678


 
In addition to the accretable yield on PCI loans, the fair value adjustments on purchased loans outside the scope of ASC 310-30 are also accreted to interest revenue over the life of the loans. At September 30, 2019 and December 31, 2018, the remaining accretable net fair value discount on loans acquired through a business combination and not accounted for under ASC 310-30 was $5.69 million and $4.31 million, respectively, which included a net premium on acquired equipment financing loans. In addition, indirect auto loans purchased at a premium outside of a business combination had a remaining premium of $1.91 million and $3.72 million, respectively, as of September 30, 2019 and December 31, 2018.


18

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


At September 30, 2019 and December 31, 2018, equipment financing assets included leases of $39.5 million and $30.4 million, respectively. The components of the net investment in leases, which included both sales-type and direct financing, are presented below (in thousands)
 
 
September 30, 2019
 
December 31, 2018
 
 
Minimum future lease payments receivable
$
42,176

 
$
31,915

 
 
Estimated residual value of leased equipment
3,749

 
3,593

 
 
Initial direct costs
936

 
827

 
 
Security deposits
(1,091
)
 
(1,189
)
 
 
Purchase accounting premium
379

 
806

 
 
Unearned income
(6,630
)
 
(5,568
)
 
 
Net investment in leases
$
39,519

 
$
30,384

 

 
Minimum future lease payments expected to be received from equipment financing lease contracts as of September 30, 2019 are as follows (in thousands)
 
Year
 
 
 
Remainder of 2019
$
4,048

 
 
2020
14,455

 
 
2021
10,740

 
 
2022
7,131

 
 
2023
4,226

 
 
Thereafter
1,576

 
 
Total
$
42,176

 



19

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


Allowance for Credit Losses and Loans Individually Evaluated for Impairment
 
The allowance for loan losses represents management’s estimate of probable incurred losses in the loan portfolio as of the end of the period. The allowance for unfunded commitments is included in other liabilities in the consolidated balance sheet. Combined, the allowance for loan losses and allowance for unfunded commitments are referred to as the allowance for credit losses.
 
The following table presents the balance and activity in the allowance for credit losses by portfolio segment for the periods indicated (in thousands)
 
 
2019
 
2018
Three Months Ended September 30,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
 
Charge-Offs
 
Recoveries
 
(Release)Provision
 
Ending Balance
 
Beginning Balance
 
Charge-Offs
 
Recoveries
 
(Release) Provision
 
Ending Balance
Owner occupied commercial real estate
 
$
11,545

 
$

 
$
39

 
$
(165
)
 
$
11,419

 
$
12,909

 
$

 
$
251

 
$
(706
)
 
$
12,454

Income producing commercial real estate
 
11,020

 
(472
)
 
41

 
473

 
11,062

 
10,862

 
(375
)
 
375

 
220

 
11,082

Commercial & industrial
 
5,308

 
(898
)
 
207

 
773

 
5,390

 
4,205

 
(660
)
 
242

 
568

 
4,355

Commercial construction
 
10,318

 

 
247

 
(158
)
 
10,407

 
10,123

 
(24
)
 
66

 
(293
)
 
9,872

Equipment financing
 
6,935

 
(1,376
)
 
202

 
1,485

 
7,246

 
3,561

 
(700
)
 
218

 
1,141

 
4,220

Residential mortgage
 
8,290

 
(264
)
 
106

 
82

 
8,214

 
9,845

 
(235
)
 
66

 
70

 
9,746

Home equity lines of credit
 
4,794

 
(287
)
 
204

 
(28
)
 
4,683

 
4,943

 
(426
)
 
147

 
174

 
4,838

Residential construction
 
2,365

 
(13
)
 
18

 
181

 
2,551

 
2,590

 
(32
)
 
195

 
(382
)
 
2,371

Consumer direct
 
855

 
(645
)
 
226

 
441

 
877

 
765

 
(643
)
 
244

 
474

 
840

Indirect auto
 
774

 
(125
)
 
67

 
(51
)
 
665

 
1,268

 
(228
)
 
53

 
69

 
1,162

Total allowance for loan losses
 
62,204

 
(4,080
)
 
1,357

 
3,033

 
62,514

 
61,071

 
(3,323
)
 
1,857

 
1,335

 
60,940

Allowance for unfunded commitments
 
3,391

 

 

 
67

 
3,458

 
2,895

 

 

 
465

 
3,360

Total allowance for credit losses
 
$
65,595

 
$
(4,080
)
 
$
1,357

 
$
3,100

 
$
65,972

 
$
63,966

 
$
(3,323
)
 
$
1,857

 
$
1,800

 
$
64,300

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
2018
Nine Months Ended September 30,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
 
Charge-Offs
 
Recoveries
 
(Release) Provision
 
Ending Balance
 
Beginning
Balance
 
Charge-
Offs
 
Recoveries
 
(Release)
Provision
 
Ending
Balance
Owner occupied commercial real estate
 
$
12,207

 
$
(5
)
 
$
166

 
$
(949
)
 
$
11,419

 
$
14,776

 
$
(67
)
 
$
939

 
$
(3,194
)
 
$
12,454

Income producing commercial real estate
 
11,073

 
(977
)
 
127

 
839

 
11,062

 
9,381

 
(2,685
)
 
842

 
3,544

 
11,082

Commercial & industrial
 
4,802

 
(3,833
)
 
645

 
3,776

 
5,390

 
3,971

 
(1,277
)
 
848

 
813

 
4,355

Commercial construction
 
10,337

 
(70
)
 
804

 
(664
)
 
10,407

 
10,523

 
(440
)
 
322

 
(533
)
 
9,872

Equipment financing
 
5,452

 
(3,810
)
 
466

 
5,138

 
7,246

 

 
(862
)
 
386

 
4,696

 
4,220

Residential mortgage
 
8,295

 
(433
)
 
388

 
(36
)
 
8,214

 
10,097

 
(417
)
 
290

 
(224
)
 
9,746

Home equity lines of credit
 
4,752

 
(653
)
 
466

 
118

 
4,683

 
5,177

 
(761
)
 
372

 
50

 
4,838

Residential construction
 
2,433

 
(263
)
 
91

 
290

 
2,551

 
2,729

 
(40
)
 
326

 
(644
)
 
2,371

Consumer direct
 
853

 
(1,721
)
 
672

 
1,073

 
877

 
710

 
(1,846
)
 
599

 
1,377

 
840

Indirect auto
 
999

 
(502
)
 
151

 
17

 
665

 
1,550

 
(1,043
)
 
188

 
467

 
1,162

Total allowance for loan losses
 
61,203

 
(12,267
)
 
3,976

 
9,602

 
62,514

 
58,914

 
(9,438
)
 
5,112

 
6,352

 
60,940

Allowance for unfunded commitments
 
3,410

 

 

 
48

 
3,458

 
2,312

 

 

 
1,048

 
3,360

Total allowance for credit losses
 
$
64,613

 
$
(12,267
)
 
$
3,976

 
$
9,650

 
$
65,972

 
$
61,226

 
$
(9,438
)
 
$
5,112

 
$
7,400

 
$
64,300



20

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


The following tables represent the recorded investment in loans by portfolio segment and the balance of the allowance for loan losses assigned to each segment based on the method of evaluating the loans for impairment as of the dates indicated (in thousands).
 
Allowance for Credit Losses
 
September 30, 2019
 
December 31, 2018
 
Individually
evaluated
for impairment
 
Collectively
evaluated for
impairment
 
PCI
 
Ending
Balance
 
Individually
evaluated
for impairment
 
Collectively
evaluated for
impairment
 
PCI
 
Ending
Balance
Owner occupied commercial real estate
$
859

 
$
10,446

 
$
114

 
$
11,419

 
$
862

 
$
11,328

 
$
17

 
$
12,207

Income producing commercial real estate
261

 
10,737

 
64

 
11,062

 
402

 
10,671

 

 
11,073

Commercial & industrial
33

 
5,305

 
52

 
5,390

 
32

 
4,761

 
9

 
4,802

Commercial construction
49

 
10,248

 
110

 
10,407

 
71

 
9,974

 
292

 
10,337

Equipment financing

 
7,149

 
97

 
7,246

 

 
5,045

 
407

 
5,452

Residential mortgage
808

 
7,392

 
14

 
8,214

 
861

 
7,410

 
24

 
8,295

Home equity lines of credit
16

 
4,648

 
19

 
4,683

 
1

 
4,740

 
11

 
4,752

Residential construction
51

 
2,472

 
28

 
2,551

 
51

 
2,382

 

 
2,433

Consumer direct
5

 
872

 

 
877

 
6

 
847

 

 
853

Indirect auto
41

 
624

 

 
665

 
26

 
973

 

 
999

Total allowance for loan losses
2,123

 
59,893

 
498

 
62,514

 
2,312

 
58,131

 
760

 
61,203

Allowance for unfunded commitments

 
3,458

 

 
3,458

 

 
3,410

 

 
3,410

Total allowance for credit losses
$
2,123

 
$
63,351

 
$
498

 
$
65,972

 
$
2,312

 
$
61,541

 
$
760

 
$
64,613

 
Loans Outstanding
 
September 30, 2019
 
December 31, 2018
 
Individually
evaluated
for impairment
 
Collectively
evaluated for
impairment
 
PCI
 
Ending
Balance
 
Individually
evaluated
for impairment
 
Collectively
evaluated for
impairment
 
PCI
 
Ending
Balance
Owner occupied commercial real estate
$
18,562

 
$
1,663,913

 
$
9,535

 
$
1,692,010

 
$
17,602

 
$
1,620,450

 
$
9,852

 
$
1,647,904

Income producing commercial real estate
10,748

 
1,886,317

 
36,803

 
1,933,868

 
16,584

 
1,757,525

 
38,311

 
1,812,420

Commercial & industrial
2,068

 
1,268,815

 
360

 
1,271,243

 
1,621

 
1,276,318

 
408

 
1,278,347

Commercial construction
3,287

 
990,513

 
7,001

 
1,000,801

 
2,491

 
787,760

 
5,907

 
796,158

Equipment financing
111

 
724,664

 
4,731

 
729,506

 

 
556,672

 
7,942

 
564,614

Residential mortgage
16,672

 
1,095,179

 
8,977

 
1,120,828

 
14,220

 
1,025,862

 
9,150

 
1,049,232

Home equity lines of credit
300

 
667,286

 
1,401

 
668,987

 
276

 
692,122

 
1,612

 
694,010

Residential construction
1,283

 
227,564

 
505

 
229,352

 
1,207

 
209,070

 
734

 
211,011

Consumer direct
198

 
124,939

 
380

 
125,517

 
211

 
121,269

 
533

 
122,013

Indirect auto
1,043

 
130,111

 

 
131,154

 
1,237

 
206,455

 

 
207,692

Total loans
$
54,272

 
$
8,779,301

 
$
69,693

 
$
8,903,266

 
$
55,449

 
$
8,253,503

 
$
74,449

 
$
8,383,401


 
A loan is considered impaired when, based on current events and circumstances, it is probable that all amounts due according to the original contractual terms of the loan will not be collected. On a quarterly basis, management individually evaluates certain impaired loans, including all non-PCI nonaccrual relationships with a balance of $500,000 or greater and all troubled debt restructurings (“TDRs”) for impairment. Impairment for collateral dependent loans within this population is measured based on the fair value of the collateral. If impairment is identified, the loan is generally charged down to the fair value of the underlying collateral, less selling costs. Impairment for non-collateral dependent TDRs within this population is measured based on discounted cash flows or the loan’s observable market price. Impairment identified using these methods would result in the establishment of a specific reserve.
 
Each quarter, management prepares an analysis of the allowance for credit losses to determine the appropriate balance that measures and quantifies the amount of probable incurred losses in the loan portfolio and unfunded loan commitments. The allowance is comprised of specific reserves on individually impaired loans, which are determined as described above, and general reserves which are determined based on historical loss experience as adjusted for current trends and economic conditions multiplied by a loss emergence period factor.
 

21

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


Management calculates the loss emergence period for each pool in the loan portfolio based on the weighted average length of time between the date a loan first exceeds 30 days past due and the date the loan is charged off.
 
On junior lien home equity loans, management has limited ability to monitor the delinquency status of the first lien unless the first lien is also held by United. As a result, management applies the weighted average historical loss factor for this category and appropriately adjusts it to reflect the increased risk of loss from these credits.
 
Management reviews the resulting loss factors for each category of the loan portfolio and evaluates whether qualitative adjustments are necessary to take into consideration recent credit trends such as increases or decreases in past due, nonaccrual, criticized and classified loans, and other macro environmental factors such as changes in unemployment rates, employment rates, debt per capita, home price indices, and trends in real estate value indices.
 
Management believes that its method of determining the balance of the allowance for credit losses provides a reasonable and reliable basis for measuring and reporting losses that are incurred in the loan portfolio as of the reporting date.
 
When a loan officer determines that a loan is uncollectible, he or she is responsible for recommending that the loan be placed on nonaccrual status and evaluated for impairment, which, if necessary, could result in fully or partially charging off the loan or establishing a specific reserve. Full or partial charge-offs may also be recommended by the Collections Department, the Special Assets Department, the Loss Mitigation Department and the Foreclosure/OREO Department. Nonaccrual real estate loans are generally charged down to fair value of collateral less costs to sell at the time they are placed on nonaccrual status.
 
Commercial and consumer asset quality committees meet monthly to review charge-offs that have occurred during the previous month. Participants include the respective Chief Credit Officer, Senior Risk Officers, Senior Credit Officers, Regional Credit Managers, and Special Asset Officers.
 
Generally, closed-end retail loans (installment and residential mortgage loans) past due 90 cumulative days are written down to their collateral value less estimated selling costs. Open-end (revolving) unsecured retail loans which are past due 90 cumulative days from their contractual due date are generally charged-off.
 

22

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


The following table presents loans individually evaluated for impairment by class as of the dates indicated (in thousands).
 
September 30, 2019
 
December 31, 2018
 
Unpaid Principal Balance
 
Recorded Investment
 
Allowance for Loan Losses Allocated
 
Unpaid Principal Balance
 
Recorded Investment
 
Allowance for Loan Losses Allocated
With no related allowance recorded:
 

 
 

 
 

 
 

 
 

 
 

Owner occupied commercial real estate
$
9,225

 
$
7,107

 
$

 
$
8,650

 
$
6,546

 
$

Income producing commercial real estate
5,363

 
5,164

 

 
9,986

 
9,881

 

Commercial & industrial
1,297

 
1,037

 

 
525

 
370

 

Commercial construction
1,716

 
1,607

 

 
685

 
507

 

Equipment financing
111

 
111

 

 

 

 

Total commercial
17,712

 
15,026

 

 
19,846

 
17,304

 

Residential mortgage
7,666

 
6,808

 

 
5,787

 
5,202

 

Home equity lines of credit
275

 
213

 

 
330

 
234

 

Residential construction
790

 
658

 

 
554

 
428

 

Consumer direct
28

 
28

 

 
18

 
17

 

Indirect auto
236

 
223

 

 
294

 
292

 

Total with no related allowance recorded
26,707

 
22,956

 

 
26,829

 
23,477

 

 
 
 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
11,509

 
11,455

 
859

 
11,095

 
11,056

 
862

Income producing commercial real estate
5,968

 
5,584

 
261

 
6,968

 
6,703

 
402

Commercial & industrial
1,200

 
1,031

 
33

 
1,652

 
1,251

 
32

Commercial construction
1,826

 
1,680

 
49

 
2,130

 
1,984

 
71

Equipment financing

 

 

 

 

 

Total commercial
20,503

 
19,750

 
1,202

 
21,845

 
20,994

 
1,367

Residential mortgage
9,922

 
9,864

 
808

 
9,169

 
9,018

 
861

Home equity lines of credit
89

 
87

 
16

 
45

 
42

 
1

Residential construction
637

 
625

 
51

 
791

 
779

 
51

Consumer direct
171

 
170

 
5

 
199

 
194

 
6

Indirect auto
820

 
820

 
41

 
946

 
945

 
26

Total with an allowance recorded
32,142

 
31,316

 
2,123

 
32,995

 
31,972

 
2,312

Total
$
58,849

 
$
54,272

 
$
2,123

 
$
59,824

 
$
55,449

 
$
2,312


 
As of September 30, 2019 and December 31, 2018, $2.12 million and $2.31 million, respectively, of specific reserves were allocated to customers whose loan terms have been modified in TDRs. As of September 30, 2019 and December 31, 2018, there were no commitments to lend additional amounts to customers with outstanding loans that are classified as TDRs.

The modification of the TDR terms included one or a combination of the following: a reduction of the stated interest rate of the loan or an extension of the amortization period that would not otherwise be considered in the current market for new debt with similar risk characteristics; a restructuring of the borrower’s debt into an “A/B note structure” in which the A note would fall within the borrower’s ability to pay and the remainder would be included in the B note; a mandated bankruptcy restructuring; or interest-only payment terms greater than 90 days when the borrower is unable to amortize the loan. Modified PCI loans are not accounted for as TDRs because they are not separated from the pools, and as such are not classified as impaired loans.


23

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


Loans modified under the terms of a TDR during the three and nine months ended September 30, 2019 and 2018 are presented in the following table. In addition, the table presents loans modified under the terms of a TDR that defaulted (became 90 days or more delinquent) during the periods presented and were initially restructured within one year prior to default (dollars in thousands).
 
 
New TDRs
 
 
 
 
Pre-modification Outstanding Recorded Investment
 
Post-Modification Outstanding Recorded Investment by Type of Modification
 
TDRs Modified Within the Previous Twelve Months That Have Subsequently Defaulted
 
 
Number of
 Contracts
 
 
Rate  
Reduction
 
Structure
 
Other
 
Total
 
Number of  
Contracts
 
Recorded  
Investment
Three Months Ended September 30, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 

 
$

 
$

 
$

 
$

 
$

 

 
$

Income producing commercial real estate
 

 

 

 

 

 

 

 

Commercial & industrial
 

 

 

 

 

 

 

 

Commercial construction
 

 

 

 

 

 

 

 

Equipment financing
 
2

 
93

 

 
93

 

 
93

 

 

Total commercial
 
2

 
93

 

 
93

 

 
93

 

 

Residential mortgage
 
2

 
609

 

 
609

 

 
609

 

 

Home equity lines of credit
 

 

 

 

 

 

 

 

Residential construction
 

 

 

 

 

 

 

 

Consumer direct
 
3

 
21

 

 

 
21

 
21

 

 

Indirect auto
 
4

 
101

 

 

 
101

 
101

 

 

Total loans
 
11

 
$
824

 
$

 
$
702

 
$
122

 
$
824

 

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
2

 
$
610

 
$

 
$
610

 
$

 
$
610

 

 
$

Income producing commercial real estate
 
1

 
169

 

 
169

 

 
169

 

 

Commercial & industrial
 
1

 
7

 

 

 
7

 
7

 

 

Commercial construction
 

 

 

 

 

 

 

 

Equipment financing
 
3

 
113

 

 
113

 

 
113

 

 

Total commercial
 
7

 
899

 

 
892

 
7

 
899

 

 

Residential mortgage
 
11

 
1,785

 

 
1,784

 

 
1,784

 
1

 
135

Home equity lines of credit
 
1

 
50

 

 
50

 

 
50

 

 

Residential construction
 
1

 
22

 

 

 
21

 
21

 
1

 
13

Consumer direct
 
3

 
21

 

 

 
21

 
21

 

 

Indirect auto
 
15

 
271

 

 

 
262

 
262

 

 

Total loans
 
38

 
$
3,048

 
$

 
$
2,726

 
$
311

 
$
3,037

 
2

 
$
148

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 

 
$

 
$

 
$

 
$

 
$

 

 
$

Income producing commercial real estate
 
1

 
3,647

 

 
3,637

 

 
3,637

 

 

Commercial & industrial
 

 

 

 

 

 

 

 

Commercial construction
 

 

 

 

 

 

 

 

Equipment financing
 

 

 

 

 

 

 

 

Total commercial
 
1

 
3,647

 

 
3,637

 

 
3,637

 

 

Residential mortgage
 
4

 
421

 

 
395

 

 
395

 

 

Home equity lines of credit
 

 

 

 

 

 

 

 

Residential construction
 

 

 

 

 

 

 

 

Consumer direct
 

 

 

 

 

 

 

 

Indirect auto
 
9

 
188

 

 

 
188

 
188

 

 

Total loans
 
14

 
$
4,256

 
$

 
$
4,032

 
$
188

 
$
4,220

 

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
4

 
$
1,276

 
$

 
$
1,260

 
$

 
$
1,260

 
3

 
$
1,869

Income producing commercial real estate
 
2

 
3,753

 
106

 
3,637

 

 
3,743

 

 

Commercial & industrial
 
2

 
108

 

 
32

 

 
32

 

 

Commercial construction
 

 

 

 

 

 

 
1

 
3

Equipment financing
 

 

 

 

 

 

 

 

Total commercial
 
8

 
5,137

 
106

 
4,929

 

 
5,035

 
4

 
1,872

Residential mortgage
 
8

 
1,186

 

 
1,159

 

 
1,159

 
1

 
101

Home equity lines of credit
 

 

 

 

 

 

 

 

Residential construction
 

 

 

 

 

 

 

 

Consumer direct
 

 

 

 

 

 

 

 

Indirect auto
 
26

 
424

 

 

 
424

 
424

 

 

Total loans
 
42

 
$
6,747

 
$
106

 
$
6,088

 
$
424

 
$
6,618

 
5

 
$
1,973


 

 

24

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


The average balances of impaired loans and income recognized on impaired loans while they were considered impaired are presented below for the periods indicated (in thousands)
 
 
2019
 
2018
Three Months Ended September 30,
 
Average Balance
 
Interest Revenue
Recognized During Impairment
 
Cash Basis Interest Revenue Received
 
Average Balance
 
Interest Revenue
Recognized During Impairment
 
Cash Basis Interest Revenue Received
Owner occupied commercial real estate
 
$
18,759

 
$
288

 
$
290

 
$
17,857

 
$
291

 
$
284

Income producing commercial real estate
 
10,906

 
144

 
153

 
18,623

 
240

 
232

Commercial & industrial
 
2,133

 
48

 
54

 
1,445

 
18

 
17

Commercial construction
 
3,316

 
38

 
39

 
2,869

 
39

 
39

Equipment financing
 
66

 
3

 
3

 

 

 

Total commercial
 
35,180

 
521

 
539

 
40,794

 
588

 
572

Residential mortgage
 
16,669

 
195

 
203

 
14,654

 
168

 
162

Home equity lines of credit
 
301

 
4

 
2

 
275

 
3

 
3

Residential construction
 
1,298

 
22

 
25

 
1,295

 
23

 
23

Consumer direct
 
204

 
4

 
4

 
232

 
4

 
4

Indirect auto
 
1,069

 
14

 
14

 
1,220

 
16

 
16

Total
 
$
54,721

 
$
760

 
$
787

 
$
58,470

 
$
802

 
$
780

 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
$
18,302

 
$
846

 
$
882

 
$
20,623

 
$
771

 
$
800

Income producing commercial real estate
 
12,941

 
523

 
529

 
17,155

 
665

 
679

Commercial & industrial
 
1,921

 
74

 
89

 
1,861

 
83

 
83

Commercial construction
 
3,029

 
113

 
114

 
3,456

 
137

 
135

Equipment financing
 
29

 
3

 
3

 

 

 

Total commercial
 
36,222

 
1,559

 
1,617

 
43,095

 
1,656

 
1,697

Residential mortgage
 
16,134

 
553

 
561

 
14,587

 
474

 
473

Home equity lines of credit
 
288

 
11

 
7

 
285

 
12

 
11

Residential construction
 
1,352

 
70

 
72

 
1,467

 
72

 
71

Consumer direct
 
197

 
11

 
11

 
260

 
14

 
14

Indirect auto
 
1,121

 
42

 
42

 
1,274

 
50

 
50

Total
 
$
55,314

 
$
2,246

 
$
2,310

 
$
60,968

 
$
2,278

 
$
2,316


 
Nonaccrual and Past Due Loans

United’s policy is to place loans on nonaccrual status when, in the opinion of management, the principal and interest on a loan is not likely to be repaid in full or when the loan becomes 90 days past due and is not well secured and in the process of collection. When a loan is classified on nonaccrual status, interest previously accrued but not collected is reversed against current interest revenue. Principal and interest payments received on a nonaccrual loan are generally applied to reduce the loan’s recorded investment.
 
PCI loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. However, these loans are considered to be performing, even though they may be contractually past due, as any non-payment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and is included in the resulting recognition of current period loan loss provision or future period yield adjustments. The accrual of interest is discontinued on PCI loans if management can no longer reliably estimate future cash flows on the loan or pool of loans. No PCI loans were classified as nonaccrual at September 30, 2019 or December 31, 2018 as the carrying value of the respective loan or pool of loans cash flows were considered estimable and probable of collection. Therefore, interest revenue, through accretion of the difference between the carrying value of the loans and the expected cash flows, is being recognized on all PCI loans.
 
The gross additional interest revenue that would have been earned if the loans classified as nonaccrual had performed in accordance with the original terms was approximately $338,000 and $213,000 for the three months ended September 30, 2019 and 2018, respectively, and $965,000 and $812,000 for the nine months ended September 30, 2019 and 2018, respectively.
 

25

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


The following table presents the recorded investment in nonaccrual loans by loan class as of the dates indicated (in thousands)
 
 
September 30, 2019
 
December 31, 2018
 
 
Owner occupied commercial real estate
$
8,430

 
$
6,421

 
 
Income producing commercial real estate
2,030

 
1,160

 
 
Commercial & industrial
2,625

 
1,417

 
 
Commercial construction
1,894

 
605

 
 
Equipment financing
1,974

 
2,677

 
 
Total commercial
16,953

 
12,280

 
 
Residential mortgage
9,475

 
8,035

 
 
Home equity lines of credit
3,065

 
2,360

 
 
Residential construction
597

 
288

 
 
Consumer direct
147

 
89

 
 
Indirect auto
595

 
726

 
 
Total
$
30,832

 
$
23,778

 

 
Excluding PCI loans, substantially all loans more than 90 days past due were on nonaccrual status at September 30, 2019 and December 31, 2018. The following table presents the aging of the recorded investment in past due loans by class of loans as of the dates indicated (in thousands).
 
 
Loans Past Due
 
 
 
 
 
 
As of September 30, 2019
 
30 - 59 Days
 
60 - 89 Days
 
> 90 Days
 
Total
 
Loans Not Past Due
 
PCI Loans
 
Total
Owner occupied commercial real estate
 
$
1,881

 
$
978

 
$
6,447

 
$
9,306

 
$
1,673,169

 
$
9,535

 
$
1,692,010

Income producing commercial real estate
 
9,422

 
93

 
915

 
10,430

 
1,886,635

 
36,803

 
1,933,868

Commercial & industrial
 
6,017

 
663

 
2,055

 
8,735

 
1,262,148

 
360

 
1,271,243

Commercial construction
 
116

 
11

 
121

 
248

 
993,552

 
7,001

 
1,000,801

Equipment financing
 
1,039

 
668

 
1,901

 
3,608

 
721,167

 
4,731

 
729,506

Total commercial
 
18,475

 
2,413

 
11,439

 
32,327

 
6,536,671

 
58,430

 
6,627,428

Residential mortgage
 
4,649

 
1,921

 
1,155

 
7,725

 
1,104,126

 
8,977

 
1,120,828

Home equity lines of credit
 
2,620

 
479

 
897

 
3,996

 
663,590

 
1,401

 
668,987

Residential construction
 
314

 
71

 
150

 
535

 
228,312

 
505

 
229,352

Consumer direct
 
627

 
74

 
40

 
741

 
124,396

 
380

 
125,517

Indirect auto
 
508

 
142

 
520

 
1,170

 
129,984

 

 
131,154

Total loans
 
$
27,193

 
$
5,100

 
$
14,201

 
$
46,494

 
$
8,787,079

 
$
69,693

 
$
8,903,266

 
 
Loans Past Due
 
 
 
 
 
 
As of December 31, 2018
 
30 - 59 Days
 
60 - 89 Days
 
> 90 Days
 
Total
 
Loans Not Past Due
 
PCI Loans
 
Total
Owner occupied commercial real estate
 
$
2,542

 
$
2,897

 
$
1,011

 
$
6,450

 
$
1,631,602

 
$
9,852

 
$
1,647,904

Income producing commercial real estate
 
1,624

 
291

 
301

 
2,216

 
1,771,893

 
38,311

 
1,812,420

Commercial & industrial
 
7,189

 
718

 
400

 
8,307

 
1,269,632

 
408

 
1,278,347

Commercial construction
 
267

 

 
68

 
335

 
789,916

 
5,907

 
796,158

Equipment financing
 
1,351

 
739

 
2,658

 
4,748

 
551,924

 
7,942

 
564,614

Total commercial
 
12,973

 
4,645

 
4,438

 
22,056

 
6,014,967

 
62,420

 
6,099,443

Residential mortgage
 
5,461

 
1,788

 
1,950

 
9,199

 
1,030,883

 
9,150

 
1,049,232

Home equity lines of credit
 
2,112

 
864

 
902

 
3,878

 
688,520

 
1,612

 
694,010

Residential construction
 
509

 
63

 
190

 
762

 
209,515

 
734

 
211,011

Consumer direct
 
600

 
82

 
21

 
703

 
120,777

 
533

 
122,013

Indirect auto
 
750

 
323

 
633

 
1,706

 
205,986

 

 
207,692

Total loans
 
$
22,405

 
$
7,765

 
$
8,134

 
$
38,304

 
$
8,270,648

 
$
74,449

 
$
8,383,401


 

26

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


Risk Ratings
 
United categorizes commercial loans, with the exception of equipment financing receivables, into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current industry and economic trends, among other factors. United analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a continual basis. United uses the following definitions for its risk ratings:
 
Watch. Loans in this category are presently protected from apparent loss; however, weaknesses exist that could cause future impairment, including the deterioration of financial ratios, past due status and questionable management capabilities. These loans require more than the ordinary amount of supervision. Collateral values generally afford adequate coverage, but may not be immediately marketable.
 
Substandard. These loans are inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged. Specific and well-defined weaknesses exist that may include poor liquidity and deterioration of financial ratios. The loan may be past due and related deposit accounts experiencing overdrafts. There is the distinct possibility that United will sustain some loss if deficiencies are not corrected. If possible, immediate corrective action is taken.
 
Doubtful. Specific weaknesses characterized as Substandard that are severe enough to make collection in full highly questionable and improbable. There is no reliable secondary source of full repayment.
 
Loss. Loans categorized as Loss have the same characteristics as Doubtful; however, probability of loss is certain. Loans classified as Loss are charged off.
 
Equipment Financing Receivables and Consumer Purpose Loans. United applies a pass / fail grading system to all equipment financing receivables and consumer purpose loans. Under the pass / fail grading system, loans that become past due 90 days or are in bankruptcy are classified as “fail” and all other loans are classified as “pass”. For reporting purposes, loans in these categories that are classified as “fail” are reported in the substandard column and all other loans are reported in the “pass” column.
 
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.


27

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


Based on the most recent analysis performed, the risk category of loans by class of loans as of the dates indicated is as follows (in thousands).
 
 
Pass
 
Watch
 
Substandard
 
Doubtful /
Loss
 
Total
As of September 30, 2019
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
$
1,606,137

 
$
32,725

 
$
43,613

 
$

 
$
1,682,475

Income producing commercial real estate
 
1,844,176

 
25,451

 
27,438

 

 
1,897,065

Commercial & industrial
 
1,199,399

 
32,105

 
39,379

 

 
1,270,883

Commercial construction
 
963,742

 
22,393

 
7,665

 

 
993,800

Equipment financing
 
722,801

 

 
1,974

 

 
724,775

Total commercial
 
6,336,255

 
112,674

 
120,069

 

 
6,568,998

Residential mortgage
 
1,099,233

 

 
12,618

 

 
1,111,851

Home equity lines of credit
 
663,087

 

 
4,499

 

 
667,586

Residential construction
 
228,029

 

 
818

 

 
228,847

Consumer direct
 
124,729

 

 
408

 

 
125,137

Indirect auto
 
129,306

 

 
1,848

 

 
131,154

Total loans, excluding PCI loans
 
8,580,639

 
112,674

 
140,260

 

 
8,833,573

 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
1,905

 
5,262

 
2,368

 

 
9,535

Income producing commercial real estate
 
26,499

 
8,204

 
2,100

 

 
36,803

Commercial & industrial
 
86

 
50

 
224

 

 
360

Commercial construction
 
3,190

 
581

 
3,230

 

 
7,001

Equipment financing
 
4,715

 

 
16

 

 
4,731

Total commercial
 
36,395

 
14,097

 
7,938

 

 
58,430

Residential mortgage
 
7,505

 

 
1,472

 

 
8,977

Home equity lines of credit
 
1,361

 

 
40

 

 
1,401

Residential construction
 
467

 

 
38

 

 
505

Consumer direct
 
354

 

 
26

 

 
380

Indirect auto
 

 

 

 

 

Total PCI loans
 
46,082

 
14,097

 
9,514

 

 
69,693

 
 
 
 
 
 
 
 
 
 
 
Total loan portfolio
 
$
8,626,721

 
$
126,771

 
$
149,774

 
$

 
$
8,903,266

 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2018
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
$
1,585,797

 
$
16,651

 
$
35,604

 
$

 
$
1,638,052

Income producing commercial real estate
 
1,735,456

 
20,923

 
17,730

 

 
1,774,109

Commercial & industrial
 
1,247,206

 
8,430

 
22,303

 

 
1,277,939

Commercial construction
 
777,780

 
4,533

 
7,938

 

 
790,251

Equipment financing
 
553,995

 

 
2,677

 

 
556,672

Total commercial
 
5,900,234

 
50,537

 
86,252

 

 
6,037,023

Residential mortgage
 
1,028,660

 

 
11,422

 

 
1,040,082

Home equity lines of credit
 
688,493

 

 
3,905

 

 
692,398

Residential construction
 
209,744

 

 
533

 

 
210,277

Consumer direct
 
121,247

 
19

 
214

 

 
121,480

Indirect auto
 
205,632

 

 
2,060

 

 
207,692

Total loans, excluding PCI loans
 
8,154,010

 
50,556

 
104,386

 

 
8,308,952

 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
3,352

 
2,774

 
3,726

 

 
9,852

Income producing commercial real estate
 
23,430

 
13,403

 
1,478

 

 
38,311

Commercial & industrial
 
266

 
48

 
94

 

 
408

Commercial construction
 
3,503

 
188

 
2,216

 

 
5,907

Equipment financing
 
7,725

 

 
217

 

 
7,942

Total commercial
 
38,276

 
16,413

 
7,731

 

 
62,420

Residential mortgage
 
6,914

 

 
2,236

 

 
9,150

Home equity lines of credit
 
1,492

 

 
120

 

 
1,612

Residential construction
 
687

 

 
47

 

 
734

Consumer direct
 
493

 

 
40

 

 
533

Indirect auto
 

 

 

 

 

Total PCI loans
 
47,862

 
16,413

 
10,174

 

 
74,449

 
 
 
 
 
 
 
 
 
 
 
Total loan portfolio
 
$
8,201,872

 
$
66,969

 
$
114,560

 
$

 
$
8,383,401




28

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


Note 7 – Reclassifications Out of Accumulated Other Comprehensive Income

The following table presents the details regarding amounts reclassified out of accumulated other comprehensive income for the periods indicated (in thousands).
Details about Accumulated Other Comprehensive Income Components
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
Affected Line Item in the Statement Where Net Income is Presented
 
2019
 
2018
 
2019
 
2018
 
Realized gains (losses) on available-for-sale securities:
 
 
$

 
$
2

 
$
(118
)
 
$
(1,302
)
 
Securities gains (losses), net
 
 

 
(5
)
 
30

 
312

 
Income tax (expense) benefit
 
 
$

 
$
(3
)
 
$
(88
)
 
$
(990
)
 
Net of tax
 
 
 
 
 
 
 
 
 
 
 
Amortization of losses included in net income on available-for-sale securities transferred to held-to-maturity:
 
 
 
 
$
(105
)
 
$
(168
)
 
$
(282
)
 
$
(607
)
 
Investment securities interest revenue
 
 
25

 
40

 
67

 
149

 
Income tax benefit
 
 
$
(80
)
 
$
(128
)
 
$
(215
)
 
$
(458
)
 
Net of tax
 
 
 
 
 
 
 
 
 
 
 
Amortization of losses included in net income on derivative financial instruments accounted for as cash flow hedges:
 
 
Amortization of losses on de-designated positions
 
$

 
$
(105
)
 
$
(102
)
 
$
(395
)
 
Money market deposit interest expense
Amortization of losses on de-designated positions
 

 

 
(235
)
 

 
Other expense
 
 

 
(105
)
 
(337
)
 
(395
)
 
Total before tax
 
 

 
27

 
86

 
103

 
Income tax benefit
 
 
$

 
$
(78
)
 
$
(251
)
 
$
(292
)
 
Net of tax
 
 
 
 
 
 
 
 
 
 
 
Reclassifications related to defined benefit pension plan activity:
 
 
Prior service cost
 
$
(158
)
 
$
(167
)
 
$
(476
)
 
$
(501
)
 
Salaries and employee benefits expense
Actuarial losses
 
(16
)
 
(60
)
 
(45
)
 
(180
)
 
Other expense
Termination of defined benefit pension plan
 
(1,558
)
 

 
(1,558
)
 

 
Merger-related and other charges
 
 
(1,732
)
 
(227
)
 
(2,079
)
 
(681
)
 
Total before tax
 
 
443

 
57

 
531

 
188

 
Income tax benefit
 
 
$
(1,289
)
 
$
(170
)
 
$
(1,548
)
 
$
(493
)
 
Net of tax
 
 
 
 
 
 
 
 
 
 
 
Total reclassifications for the period
 
$
(1,369
)
 
$
(379
)
 
$
(2,102
)
 
$
(2,233
)
 
Net of tax


Amounts shown above in parentheses reduce earnings.


29

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


Note 8 – Earnings Per Share
 
The following table sets forth the computation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data).
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Net income
$
48,362

 
$
43,682

 
$
136,709

 
$
120,974

Dividends and undistributed earnings allocated to unvested shares
(351
)
 
(301
)
 
(982
)
 
(850
)
Net income available to common shareholders
$
48,011

 
$
43,381

 
$
135,727

 
$
120,124

 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
79,663

 
79,806

 
79,714

 
79,588

Effect of dilutive securities
 
 
 
 
 
 
 
Stock options
1

 
6

 
1

 
8

Restricted stock units
3

 
6

 
3

 
2

Diluted
79,667

 
79,818

 
79,718

 
79,598

 
 
 
 
 
 
 
 
Net income per common share:
 
 
 
 
 
 
 
Basic
$
0.60

 
$
0.54

 
$
1.70

 
$
1.51

Diluted
$
0.60

 
$
0.54

 
$
1.70

 
$
1.51


 
At September 30, 2019, United excluded 1,000 potentially dilutive shares of common stock issuable upon exercise of stock options with a weighted average exercise price of $30.45 from the computation of diluted earnings per share because of their antidilutive effect.
 
At September 30, 2018, United had potentially dilutive warrants outstanding to purchase 219,909 shares of common stock at $61.40 per share. For the three and nine months ended September 30, 2018, there were also 33,283 and 32,283, respectively, of potentially dilutive shares of common stock issuable upon exercise of stock options that were excluded from the computation of diluted earnings per share because of their antidilutive effect.
 
Note 9 – Derivatives and Hedging Activities
 
Risk Management Objective of Using Derivatives
United is exposed to certain risks arising from both its business operations and economic conditions. United principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. United manages interest rate risk through a combination of pricing and term structure of deposit product offerings, the amount and duration of its investment securities portfolio and wholesale funding and, to a lesser degree, through the use of derivative financial instruments. From time to time, United enters into derivative financial instruments to manage interest rate risk exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Derivative financial instruments are used to manage differences in the amount, timing, and duration of known or expected cash receipts and known or expected cash payments principally related to loans, investment securities, wholesale borrowings and deposits.
 
In conjunction with the FASB’s fair value measurement guidance, United made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting arrangements on a gross basis.


30

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


United clears certain derivatives centrally through the Chicago Mercantile Exchange (“CME”). CME rules legally characterize variation margin payments for centrally cleared derivatives as settlements of the derivatives’ exposure rather than as collateral. As a result, the variation margin payment and the related derivative instruments are considered a single unit of account for accounting purposes. Variation margin, as determined by the CME, is settled daily. As a result, derivative contracts that clear through the CME have an estimated fair value of zero. The table below presents the fair value of derivative financial instruments as of the dates indicated as well as their classification on the consolidated balance sheets (in thousands):

Derivatives designated as hedging instruments
Interest Rate Products
 
Balance Sheet Location
 
September 30, 2019
 
December 31, 2018
Fair value hedge of brokered CDs
 
Derivative liabilities
 
$
685

 
$
1,682

 
 
 
 
$
685

 
$
1,682

 
Derivatives not designated as hedging instruments
Interest Rate Products
 
Balance Sheet Location
 
September 30, 2019
 
December 31, 2018
Customer derivative positions
 
Derivative assets
 
$
37,081

 
$
5,216

Dealer offsets to customer derivative positions
 
Derivative assets
 
118

 
7,620

Mortgage banking - loan commitment
 
Derivative assets
 
2,732

 
1,190

Mortgage banking - forward sales commitment
 
Derivative assets
 
313

 
28

Bifurcated embedded derivatives
 
Derivative assets
 
3,511

 
10,651

 
 
 
 
$
43,755

 
$
24,705

 
 
 
 
 
 
 
Customer derivative positions
 
Derivative liabilities
 
$
122

 
$
9,661

Dealer offsets to customer derivative positions
 
Derivative liabilities
 
9,222

 
781

Risk participations
 
Derivative liabilities
 
14

 
8

Mortgage banking - forward sales commitment
 
Derivative liabilities
 
187

 
259

Dealer offsets to bifurcated embedded derivatives
 
Derivative liabilities
 
6,014

 
13,339

De-designated hedges
 
Derivative liabilities
 

 
703

 
 
 
 
$
15,559

 
$
24,751


 
Customer derivative positions are between United and certain commercial loan customers with offsetting positions to dealers under a back-to-back swap/cap program. In addition, to accommodate customers, United occasionally enters into credit risk participation agreements with counterparty banks to accept a portion of the credit risk related to interest rate swaps. The agreements, which are typically executed in conjunction with a participation in a loan with the same customer, allow customers to execute an interest rate swap with one bank while allowing for the distribution of the credit risk among participating members. Collateral used to support the credit risk for the underlying lending relationship is also available to offset the risk of credit risk participations and customer derivative positions.

United also has three interest rate swap contracts that are not designated as hedging instruments but are economic hedges of market-linked brokered certificates of deposit. The market-linked brokered certificates of deposit contain embedded derivatives that are bifurcated from the host instruments and are marked to market through earnings. The fair value marks on the market linked swaps and the bifurcated embedded derivatives tend to move in opposite directions with changes in 90-day London Interbank Offered Rate (“LIBOR”) and therefore provide an economic hedge.
  
In addition, United originates certain residential mortgage loans with the intention of selling these loans. Between the time United enters into an interest-rate lock commitment to originate a residential mortgage loan that is to be held for sale and the time the loan is funded and eventually sold, United is subject to the risk of variability in market prices. United enters into forward sale agreements to mitigate risk and to protect the expected gain on the eventual loan sale. The commitments to originate residential mortgage loans and forward loan sales commitments are freestanding derivative instruments. United accounts for most newly originated mortgage loans at fair value pursuant to the fair value option, and these loans are not reflected in the table above. Fair value adjustments on these derivative instruments are recorded within mortgage loan and other related fee income in the consolidated statements of income. 


31

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


Cash Flow Hedges of Interest Rate Risk 
At September 30, 2019 and December 31, 2018 United did not have any active cash flow hedges. Changes in balance sheet composition and interest rate risk position made cash flow hedges not currently necessary as protection against rising interest rates. The loss remaining in other comprehensive income from prior hedges that had previously been de-designated was being amortized into earnings over the original term of the swaps as the forecasted transactions that the swaps were originally designated to hedge were still expected to occur. During the second quarter of 2019, United amortized the remaining balance of losses on terminated hedging positions from other comprehensive income, which was the only effect of cash flow hedges on the consolidated statements of income for the nine months ended September 30, 2019 and 2018. See Note 7 for further detail.

Fair Value Hedges of Interest Rate Risk 
United is exposed to changes in the fair value of certain of its fixed-rate obligations due to changes in interest rates. United uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in interest rates. Interest rate swaps designated as fair value hedges of brokered deposits involve the receipt of fixed-rate amounts from a counterparty in exchange for United making variable rate payments over the life of the agreements without the exchange of the underlying notional amount. At September 30, 2019, United had four interest rate swaps with a notional amount of $37.9 million that were designated as fair value hedges of interest rate risk and were pay-variable / receive-fixed swaps hedging the changes in the fair value of fixed-rate brokered time deposits resulting from changes in interest rates. As of September 30, 2019, the hedged brokered time deposits, which were included in brokered deposits on the consolidated balance sheet, had a carrying value of $36.3 million, which included cumulative fair value hedging adjustments of $480,000. At December 31, 2018, United had four interest rate swaps with an aggregate notional amount of $39.0 million that were designated as fair value hedges of interest rate risk and were pay-variable / receive-fixed, hedging the changes in the fair value of fixed-rate brokered time deposits resulting from changes in interest rates.
 
For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. United includes the gain or loss on the hedged items in the same income statement line item as the offsetting loss or gain on the related derivatives. United also recognized a net increase in interest expense of $97,000 and $300,000, respectively, for the three and nine months ended September 30, 2019 and a net increase in interest expense of $74,000 and $154,000, respectively, for the three and nine months ended September 30, 2018 related to fair value hedges of brokered time deposits, which includes net settlements on the derivatives. United recognized an increase in interest revenue on securities during the nine months ended September 30, 2018 of $17,000 related to fair value hedges of corporate bonds which were terminated during the first quarter of 2018.
 
The table below presents the effect of derivatives in fair value hedging relationships on the consolidated statement of income for the periods indicated (in thousands)
 
 
Location of Gain
(Loss) Recognized
in Income on Derivative
 
Amount of Gain (Loss)
Recognized in Income
on Derivative
 
Amount of Gain (Loss)
Recognized in Income
on Hedged Item
 
 
 
2019
 
2018
 
2019
 
2018
Three Months Ended September 30,
 
 
 
 

 
 

 
 

 
 

Fair value hedges of brokered CDs
 
Interest expense
 
$
71

 
$
(75
)
 
$
(55
)
 
$
(52
)
 
 
 
 
$
71

 
$
(75
)
 
$
(55
)
 
$
(52
)
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
 
 
 

 
 

 
 

 
 

Fair value hedges of brokered CDs
 
Interest expense
 
$
671

 
$
(912
)
 
$
(668
)
 
$
518

Fair value hedges of corporate bonds
 
Interest revenue
 

 
(336
)
 

 
405

 
 
 
 
$
671

 
$
(1,248
)
 
$
(668
)
 
$
923


 
In certain cases, the estate of deceased brokered certificate of deposit holders may put the certificate of deposit back to United at par upon the death of the holder. When these estate puts occur, a gain or loss is recognized for the difference between the fair value and the par amount of the deposits put back. The change in the fair value of brokered time deposits that are being hedged in fair value hedging relationships reported in the table above includes gains and losses from estate puts.

32

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)



Derivatives Not Designated as Hedging Instruments 
The table below presents the gains and losses recognized in income on derivatives not designated as hedging instruments for the periods indicated (in thousands)
 
 
Location of Gain (Loss) Recognized in Income on Derivative
 
Amount of Gain (Loss) Recognized in Income on Derivative
 
 
 
2019
 
2018
Three Months Ended September 30,
 
 
 
 

 
 

Customer derivatives and dealer offsets
 
Other noninterest income
 
$
649

 
$
611

Bifurcated embedded derivatives and dealer offsets
 
Other noninterest income
 

 
17

De-designated hedges
 
Other noninterest income
 

 
(25
)
Mortgage banking derivatives
 
Mortgage loan revenue
 
(49
)
 
(213
)
Risk participations
 
Other noninterest income
 
(1
)
 

 
 
 
 
$
599

 
$
390

 
 
 
 
 
 
 
Nine Months Ended September 30,
 
 
 
 

 
 

Customer derivatives and dealer offsets
 
Other noninterest income
 
$
2,376

 
$
2,028

Bifurcated embedded derivatives and dealer offsets
 
Other noninterest income
 
144

 
398

Interest rate caps
 
Other noninterest income
 

 
276

De-designated hedges
 
Other noninterest income
 
(193
)
 
(108
)
Mortgage banking derivatives
 
Mortgage loan revenue
 
(987
)
 
1,207

Risk participations
 
Other noninterest income
 
(5
)
 
12

 
 
 
 
$
1,335

 
$
3,813


 
Credit-Risk-Related Contingent Features 
United manages its credit exposure on derivatives transactions by entering into a bilateral credit support agreement with each non-customer counterparty. The credit support agreements require collateralization of exposures beyond specified minimum threshold amounts. The details of these agreements, including the minimum thresholds, vary by counterparty. As of September 30, 2019, collateral totaling $16.3 million was pledged toward derivatives in a liability position.
 
United’s agreements with each of its derivative counterparties provide that if either party defaults on any of its indebtedness, then it could also be declared in default on its derivative obligations. The agreements with derivatives counterparties also include provisions that if not met, could result in United being declared in default. United has agreements with certain of its derivative counterparties that provide that if United fails to maintain its status as a well-capitalized institution or is subject to a prompt corrective action directive, the counterparty could terminate the derivative positions and United would be required to settle its obligations under the agreements. Derivatives that are centrally cleared do not have credit-risk-related features that would require additional collateral if United’s credit rating were downgraded.
 
Note 10 – Stock-Based Compensation
 
United has an equity compensation plan that allows for grants of incentive stock options, nonqualified stock options, restricted stock and restricted stock unit awards (also referred to as “nonvested stock” awards), stock awards, performance share awards or stock appreciation rights. Options granted under the plan have an exercise price no less than the fair market value of the underlying stock at the date of grant. The general terms of the plan include a vesting period (usually four years, although certain acquisition-related performance grants may have periods of less than four years and up to ten years) with an exercisable period not to exceed ten years. Certain options, restricted stock and restricted stock unit awards provide for accelerated vesting if there is a change in control (as defined in the plan). Through September 30, 2019, incentive stock options, nonqualified stock options, restricted stock and restricted stock unit awards, base salary stock grants and performance share awards have been granted under the plan. As of September 30, 2019, 1.31 million additional awards remained available for grant under the plan.


33

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


The following table shows stock option activity for the first nine months of 2019.
Options
 
Shares
 
Weighted-
Average
Exercise Price
 
Weighted-
Average
Remaining
Contractual
Term (Years)
 
Aggregate
Intrinsic
Value ($000)
Outstanding at December 31, 2018
 
47,139

 
$
27.07

 
 
 
 
Exercised
 
(12,000
)
 
16.44

 
 
 
 
Cancelled/forfeited
 
(2,396
)
 
29.68

 
 
 
 
Expired
 
(30,243
)
 
31.43

 
 
 
 
Outstanding at September 30, 2019
 
2,500

 
22.81

 
1.9
 
$
16

 
 
 
 
 
 
 
 
 
Exercisable at September 30, 2019
 
2,500

 
22.81

 
1.9
 
16


 
The fair value of each option is estimated on the date of grant using the Black-Scholes model. No stock options were granted during the nine months ended September 30, 2019 and 2018.
 
United recognized $18,000 in compensation expense related to stock options during the nine months ended September 30, 2018, and no compensation expense related to stock options in the same period of 2019. The amount of compensation expense was determined based on the fair value of the options at the time of grant, multiplied by the number of options granted that were expected to vest, which was then amortized over the vesting period.
 
The table below presents restricted stock units activity for the first nine months of 2019.
Restricted Stock Unit Awards
 
Shares
 
Weighted-
Average Grant-
Date Fair Value
 
Weighted-
Average
Remaining
Contractual
Term (Years)
 
Aggregate
Intrinsic
Value ($000)
Outstanding at December 31, 2018
 
759,746

 
$
27.66

 
 
 
 
Granted
 
301,301

 
26.55

 
 
 
 
Vested
 
(171,177
)
 
24.42

 
 
 
$
4,589

Cancelled
 
(33,754
)
 
25.79

 
 
 
 
Outstanding at September 30, 2019
 
856,116

 
27.99

 
3.7
 
24,271


 
Historically, compensation expense for restricted stock units has been based on the market value of United’s common stock on the date of grant. During the third quarter of 2019, as it had during the third quarter 2018, in addition to the time-based restricted stock unit awards, United’s Board of Directors approved performance-based restricted stock units. The performance-based restricted stock awards granted during the third quarter 2019 will vest based on achieving, during the applicable calendar-year performance periods from 2020 through 2023, certain performance and market targets relative to a bank peer group. Achieving target performance on both the performance and market targets for all performance periods will result in the issuance of 47,642 shares, although additional shares may be issued if more stringent performance and market hurdles are met. The per share fair market value of these performance-based restricted stock unit award of $26.32 was estimated using the Monte Carlo Simulation valuation model. United recognizes the impact of forfeitures as they occur. The value of restricted stock unit awards is amortized into expense over the service period. For the nine months ended September 30, 2019 and 2018, expense of $7.40 million and $3.79 million, respectively, was recognized related to restricted stock unit awards granted to United employees. Of the expense related to restricted stock unit awards during the nine months ended September 30, 2019, $1.38 million related to the modification of existing awards resulting from an acceleration of vesting of awards due to retirement and $740,000 related to awards granted in conjunction with an acquisition, both of which were recognized in merger-related and other charges in the consolidated statement of income. The remaining expense of $5.28 million for the nine months ended September 30, 2019 was recognized in salaries and employee benefits expense, as was the entire amount for the nine months ended September 30, 2018. In addition, for the nine months ended September 30, 2019 and 2018, $283,000 and $264,000, respectively, was recognized in other operating expense for restricted stock unit awards granted to members of United’s Board of Directors.

A deferred income tax benefit related to stock-based compensation expense of $1.96 million and $1.04 million was included in the determination of income tax expense for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019, there was $16.5 million of unrecognized expense related to non-vested restricted stock unit awards granted under the plan. That cost is expected to be recognized over a weighted-average period of 2.6 years. As of September 30, 2019, there was no unrecognized expense related to non-vested stock options granted under the plan.

34

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


 
Note 11 – Common Stock
 
In November of 2018, United’s Board of Directors approved an increase and extension of the ongoing common stock repurchase program, authorizing $50 million of repurchases of United’s outstanding common stock. The program is scheduled to expire on the earlier of United’s repurchase of its common stock having an aggregate purchase price of $50 million or December 31, 2019. Under the program, shares may be repurchased in the open market or in privately negotiated transactions, from time to time, subject to market conditions. During the three and nine months ended September 30, 2019, 195,443 and 500,495 shares, respectively, were repurchased under the program. During the nine months ended September 30, 2018, no shares were repurchased under the program. As of September 30, 2019, United had remaining authorization to repurchase up to $37.0 million of outstanding common stock under the program. In November of 2019, the Board of Directors authorized an updated repurchase program for $50 million of its common shares that may be acquired through December 31, 2020.
 
Note 12 – Income Taxes
 
The income tax provision for the three and nine months ended September 30, 2019 was $14.0 million and $40.1 million, respectively, which represented effective tax rates of 22.4% and 22.7%, respectively, for those periods. The income tax provision for the three and nine months ended September 30, 2018 was $13.1 million and $37.4 million, respectively, which represented effective tax rates of 23.1% and 23.6%, respectively, for those periods.

At September 30, 2019 and December 31, 2018, United maintained a valuation allowance on its net deferred tax asset of $3.37 million. Management assesses the valuation allowance recorded against its net deferred tax asset at each reporting period. The determination of whether a valuation allowance for its net deferred tax asset is appropriate is subject to considerable judgment and requires an evaluation of all the positive and negative evidence.
 
United is subject to income taxation in the United States and various state jurisdictions. United’s federal and state income tax returns are filed on a consolidated basis. Currently, no years for which United filed a federal income tax return are under examination by the IRS, and there are no state tax examinations currently in progress. United is no longer subject to income tax examinations from state and local income tax authorities for years before 2016. Although it is not possible to know the ultimate outcome of future examinations, management believes that the liability recorded for uncertain tax positions is appropriate. At September 30, 2019 and December 31, 2018, unrecognized income tax benefits related to uncertain tax positions totaled $3.26 million.
 
Note 13 – Assets and Liabilities Measured at Fair Value
 
Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, United uses a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). United has processes in place to review the significant valuation inputs and to reassess how the instruments are classified in the valuation framework.
 
Fair Value Hierarchy
Level 1 Valuation is based upon quoted prices (unadjusted) in active markets for identical assets or liabilities that United has the ability to access.
 
Level 2 Valuation is based upon quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.
 
Level 3 Valuation is generated from model-based techniques that use at least one significant assumption based on unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity.
 
In instances when the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
 
The following is a description of the valuation methodologies used for assets and liabilities recorded at fair value.

35

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)



Investment Securities
Debt securities available-for-sale and equity securities with readily determinable fair values are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds, corporate debt securities and asset-backed securities and are valued based on observable inputs that include: quoted market prices for similar assets, quoted market prices that are not in an active market, or other inputs that are observable in the market and can be corroborated by observable market data for substantially the full term of the securities. Securities classified as Level 3 include those traded in less liquid markets and are valued based on estimates obtained from broker-dealers that are not directly observable.
 
Deferred Compensation Plan Assets and Liabilities
Included in other assets in the consolidated balance sheet are assets related to employee deferred compensation plans. The assets associated with these plans are invested in mutual funds and classified as Level 1. Deferred compensation liabilities, also classified as Level 1, are carried at the fair value of the obligation to the employee, which mirrors the fair value of the invested assets and is included in other liabilities in the consolidated balance sheet.
 
Mortgage Loans Held for Sale
United has elected the fair value option for most of its newly originated mortgage loans held for sale in order to reduce certain timing differences and better match changes in fair values of the loans with changes in the value of derivative instruments used to economically hedge them. The fair value of mortgage loans held for sale is determined using quoted prices for a similar asset, adjusted for specific attributes of that loan (Level 2).
 
Derivative Financial Instruments
United uses interest rate swaps and interest rate floors to manage its interest rate risk. The valuation of these instruments is typically determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. United also uses best effort and mandatory delivery forward loan sale commitments to hedge risk in its mortgage lending business.
 
United incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, United has considered the effect of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
 
Although management has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, management had assessed the significance of the effect of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. Derivatives classified as Level 3 included structured derivatives for which broker quotes, used as a key valuation input, were not observable consistent with a Level 2 disclosure. The fair value of risk participations incorporates Level 3 inputs to evaluate the likelihood of customer default. The fair value of interest rate lock commitments, which is related to mortgage loan commitments, is categorized as Level 3 based on unobservable inputs for commitments that United does not expect to fund.
 
Servicing Rights for SBA/USDA Loans
United recognizes servicing rights upon the sale of SBA/USDA loans sold with servicing retained. Management has elected to carry this asset at fair value. Given the nature of the asset, the key valuation inputs are unobservable, and management classifies this asset as Level 3.
 
Residential Mortgage Servicing Rights
United recognizes servicing rights upon the sale of residential mortgage loans sold with servicing retained. Management has elected to carry this asset at fair value. Given the nature of the asset, the key valuation inputs are unobservable, and management classifies this asset as Level 3.

36

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


 
Pension Plan Assets
For information on the fair value of pension plan assets, see Note 17 in the 2018 10-K.

Assets and Liabilities Measured at Fair Value on a Recurring Basis
The table below presents United’s assets and liabilities measured at fair value on a recurring basis as of the dates indicated, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands).
September 30, 2019
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 

 
 

 
 

 
 

Debt securities available for sale:
 
 

 
 

 
 

 
 

U.S. Treasuries
 
$
154,632

 
$

 
$

 
$
154,632

U.S. Government agencies
 

 
3,175

 

 
3,175

State and political subdivisions
 

 
227,325

 

 
227,325

Residential mortgage-backed securities
 

 
1,256,633

 

 
1,256,633

Commercial mortgage-backed securities
 

 
322,465

 

 
322,465

Corporate bonds
 

 
200,197

 
998

 
201,195

Asset-backed securities
 

 
106,621

 

 
106,621

Equity securities with readily available fair values
 
1,836

 

 

 
1,836

Mortgage loans held for sale
 

 
54,625

 

 
54,625

Deferred compensation plan assets
 
7,668

 

 

 
7,668

Servicing rights for SBA/USDA loans
 

 

 
7,246

 
7,246

Residential mortgage servicing rights
 

 

 
11,089

 
11,089

Derivative financial instruments
 

 
37,512

 
6,243

 
43,755

Total assets
 
$
164,136

 
$
2,208,553

 
$
25,576

 
$
2,398,265

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Deferred compensation plan liability
 
$
7,680

 
$

 
$

 
$
7,680

Derivative financial instruments
 

 
9,531

 
6,713

 
16,244

Total liabilities
 
$
7,680

 
$
9,531

 
$
6,713

 
$
23,924

December 31, 2018
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 

 
 

 
 

 
 

Debt securities available for sale
 
 

 
 

 
 

 
 

U.S. Treasuries
 
$
149,307

 
$

 
$

 
$
149,307

U.S. Agencies
 

 
25,553

 

 
25,553

State and political subdivisions
 

 
233,941

 

 
233,941

Residential mortgage-backed securities
 

 
1,445,910

 

 
1,445,910

Commercial mortgage-backed securities
 

 
391,917

 

 
391,917

Corporate bonds
 

 
198,168

 
995

 
199,163

Asset-backed securities
 

 
182,676

 

 
182,676

Equity securities with readily available fair values
 
1,076

 

 

 
1,076

Mortgage loans held for sale
 

 
18,935

 

 
18,935

Deferred compensation plan assets
 
6,404

 

 

 
6,404

Servicing rights for SBA/USDA loans
 

 

 
7,510

 
7,510

Residential mortgage servicing rights
 

 

 
11,877

 
11,877

Derivative financial instruments
 

 
12,864

 
11,841

 
24,705

Total assets
 
$
156,787

 
$
2,509,964

 
$
32,223

 
$
2,698,974

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Deferred compensation plan liability
 
$
6,404

 
$

 
$

 
$
6,404

Derivative financial instruments
 

 
10,701

 
15,732

 
26,433

Total liabilities
 
$
6,404

 
$
10,701

 
$
15,732

 
$
32,837


 

37

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


The following table shows a reconciliation of the beginning and ending balances for the periods indicated for assets measured at fair value on a recurring basis using significant unobservable inputs that are classified as Level 3 values (in thousands).
 
2019
 
2018
 
Derivative Asset
 
Derivative Liability
 
Servicing rights for SBA/USDA loans
 
Residential mortgage servicing rights
 
Debt Securities Available-for-Sale
 
Derivative
Asset
 
Derivative
Liability
 
Servicing rights for SBA/USDA loans
 
Residential mortgage servicing rights
 
Debt Securities Available-for-Sale
Three Months Ended September 30,
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Balance at beginning of period
$
7,744

 
$
9,012

 
$
7,380

 
$
10,679

 
$
995

 
$
14,510

 
$
18,366

 
$
7,509

 
$
10,801

 
$
990

Additions

 

 
486

 
1,789

 

 

 

 
745

 
1,397

 

Sales and settlements

 

 
(286
)
 
(416
)
 

 

 

 
(242
)
 
(146
)
 

Other comprehensive income

 

 

 

 
3

 

 

 

 

 
5

Amounts included in earnings - fair value adjustments
(1,501
)
 
(2,299
)
 
(334
)
 
(963
)
 

 
(94
)
 
379

 
(514
)
 
(21
)
 

Balance at end of period
$
6,243

 
$
6,713

 
$
7,246

 
$
11,089

 
$
998

 
$
14,416

 
$
18,745

 
$
7,498

 
$
12,031

 
$
995

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
11,841

 
$
15,732

 
$
7,510

 
$
11,877

 
$
995

 
$
12,207

 
$
16,744

 
$
7,740

 
$
8,262

 
$
900

Business combinations

 

 

 

 

 

 

 
(354
)
 

 

Additions

 

 
1,266

 
3,880

 

 

 

 
1,837

 
3,505

 

Sales and settlements
(1,135
)
 
(2,330
)
 
(837
)
 
(719
)
 

 
(1,029
)
 
(1,347
)
 
(649
)
 
(352
)
 

Other comprehensive income

 

 

 

 
3

 

 

 

 

 
95

Amounts included in earnings - fair value adjustments
(4,463
)
 
(6,689
)
 
(693
)
 
(3,949
)
 

 
3,238

 
3,348

 
(1,076
)
 
616

 

Balance at end of period
$
6,243

 
$
6,713

 
$
7,246

 
$
11,089

 
$
998

 
$
14,416

 
$
18,745

 
$
7,498

 
$
12,031

 
$
995



The following table presents quantitative information about Level 3 fair value measurements for fair value on a recurring basis as of the dates indicated (in thousands)
 
 
Fair Value
 
 
 
 
 
Weighted Average
Level 3 Assets and Liabilities
 
September 30,
2019
 
December 31, 2018
 
Valuation Technique
 
 
 
September 30,
2019
 
December 31, 2018
 
 
 
 
Unobservable Inputs
 
 
Servicing rights for SBA/USDA loans
 
$
7,246

 
$
7,510

 
Discounted cash flow
 
Discount rate
 
11.8
%
 
14.5
%

 
 
 
 
 

 
Prepayment rate
 
15.3
%
 
12.1
%
Residential mortgage servicing rights
 
11,089

 
11,877

 
Discounted cash flow
 
Discount rate
 
10.0
%
 
10.0
%
 
 
 
 
 
 
 
 
Prepayment rate
 
15.8
%
 
10.6
%
Corporate bonds
 
998

 
995

 
Indicative bid provided by a broker
 
Multiple factors, including but not limited to, current operations, financial condition, cash flows, and recently executed financing transactions related to the company
 
N/A

 
N/A

Derivative assets - mortgage
 
2,732

 
1,190

 
Internal model
 
Pull through rate
 
83.3
%
 
80.7
%
Derivative assets - other
 
3,511

 
10,651

 
Dealer priced
 
Dealer priced
 
N/A

 
N/A

Derivative liabilities - risk participations
 
14

 
8

 
Internal model
 
Probable exposure rate
 
0.33
%
 
0.44
%

 
 
 
 
 
 
 
Probability of default rate
 
1.80
%
 
1.80
%
Derivative liabilities - other
 
6,699

 
15,724

 
Dealer priced
 
Dealer priced
 
N/A

 
N/A


 

38

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


Fair Value Option
At September 30, 2019, mortgage loans held for sale for which the fair value option was elected had an aggregate fair value and outstanding principal balance of $54.6 million and $53.1 million, respectively. At December 31, 2018, mortgage loans held for sale for which the fair value option was elected had an aggregate fair value and outstanding principal balance of $18.9 million and $18.2 million, respectively. Interest income on these loans is calculated based on the note rate of the loan and is recorded in interest revenue. During the three and nine months ended September 30, 2019, changes in fair value of these loans resulted in net losses of $2,000 and net gains of $873,000, respectively. During the three and nine months ended September 30, 2018, changes in fair value of these loans resulted in net losses of $412,000 and $157,000, respectively. Gains and losses resulting from the change in fair value of these loans are recorded in mortgage loan and other related fees. These changes in fair value were mostly offset by hedging activities. An immaterial portion of these amounts was attributable to changes in instrument-specific credit risk.
 
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
United may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from the application of the lower of the amortized cost or fair value accounting or write-downs of individual assets due to impairment. The following table presents the fair value hierarchy and carrying value of all assets that were still held as of September 30, 2019 and December 31, 2018, for which a nonrecurring fair value adjustment was recorded during the year-to-date periods presented (in thousands).
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
September 30, 2019
 
 

 
 

 
 

 
 

 
 
Loans
 
$

 
$

 
$
9,119

 
$
9,119

 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2018
 
 
 
 
 
 
 
 
 
 
Loans
 
$

 
$

 
$
8,631

 
$
8,631

 


Loans that are reported above as being measured at fair value on a nonrecurring basis are generally impaired loans that have either been partially charged off or have specific reserves assigned to them. Nonaccrual impaired loans that are collateral dependent are generally written down to 80% of appraised value which considers the estimated costs to sell. Specific reserves are established for impaired loans based on appraised value of collateral or discounted cash flows, although only those specific reserves based on the fair value of collateral are considered nonrecurring fair value adjustments. When the fair value of the collateral is based on an observable market price or a current appraised value, United records the impaired loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, United records the impaired loan as nonrecurring Level 3.

Assets and Liabilities Not Measured at Fair Value  
For financial instruments that have quoted market prices, those quotes are used to determine fair value. Financial instruments that have no defined maturity, have a remaining maturity of 180 days or less, or reprice frequently to a market rate, are assumed to have a fair value that approximates reported book value, after taking into consideration any applicable credit risk. If no market quotes are available, financial instruments are valued by discounting the expected cash flows using an estimated current market interest rate for the financial instrument. For off-balance sheet derivative instruments, fair value is estimated as the amount that United would receive or pay to terminate the contracts at the reporting date, taking into account the current unrealized gains or losses on open contracts.
 
Cash and cash equivalents and repurchase agreements have short maturities and therefore the carrying value approximates fair value. Due to the short-term settlement of accrued interest receivable and payable, the carrying amount closely approximates fair value.
 
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect the premium or discount on any particular financial instrument that could result from the sale of United’s entire holdings. All estimates are inherently subjective in nature. Changes in assumptions could significantly affect the estimates.
 
Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial instruments include the mortgage banking operation, brokerage network, deferred income taxes, premises and equipment and goodwill. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.
 

39

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


Off-balance sheet instruments (commitments to extend credit and standby letters of credit) for which draws can be reasonably predicted are generally short-term in maturity and are priced at variable rates. Therefore, the estimated fair value associated with these instruments is immaterial.

The carrying amount and fair values as of the dates indicated for other financial instruments that are not measured at fair value on a recurring basis are as follows (in thousands).
 
 
 
 
Fair Value Level
 
 
Carrying Amount
 
Level 1
 
Level 2
 
Level 3
 
Total
September 30, 2019
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
Securities held to maturity
 
$
243,028

 
$

 
$
248,546

 
$

 
$
248,546

Loans and leases, net
 
8,840,752

 

 

 
8,804,331

 
8,804,331

 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Deposits
 
10,756,517

 

 
10,756,838

 

 
10,756,838

Federal Home Loan Bank advances
 
40,000

 

 
39,998

 

 
39,998

Long-term debt
 
240,245

 

 

 
246,567

 
246,567

 
 
 
 
 
 
 
 
 
 
 
December 31, 2018
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
Securities held to maturity
 
$
274,407

 
$

 
$
268,803

 
$

 
$
268,803

Loans and leases, net
 
8,322,198

 

 

 
8,277,387

 
8,277,387

 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Deposits
 
10,534,513

 

 
10,528,834

 

 
10,528,834

Federal Home Loan Bank advances
 
160,000

 

 
159,988

 

 
159,988

Long-term debt
 
267,189

 

 

 
278,996

 
278,996


 
Note 14 – Commitments and Contingencies
 
United is 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 commitments to extend credit and letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The contract amounts of these instruments reflect the extent of involvement United has in particular classes of financial instruments. The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit written is represented by the contractual amount of these instruments. United uses the same credit policies in making commitments and conditional obligations as it uses for underwriting on-balance sheet instruments. In most cases, collateral or other security is required to support financial instruments with credit risk.
 
The following table summarizes the contractual amount of off-balance sheet instruments as of the dates indicated (in thousands).
 
September 30, 2019
 
December 31, 2018
Financial instruments whose contract amounts represent credit risk:
 

 
 

Commitments to extend credit
$
2,138,428

 
$
2,129,463

Letters of credit
29,652

 
25,447


 
United’s wholly-owned bank subsidiary, United Community Bank (the “Bank”), holds minor investments in certain limited partnerships for Community Reinvestment Act purposes. As of September 30, 2019, the Bank had committed to fund an additional $6.87 million related to future capital calls that had not been reflected in the consolidated balance sheet.
 
United, in the normal course of business, is subject to various pending and threatened lawsuits in which claims for monetary damages are asserted.  Although it is not possible to predict the outcome of these lawsuits, or the range of any possible loss, management, after consultation with legal counsel, does not anticipate that the ultimate aggregate liability, if any, arising from these lawsuits will have a material adverse effect on United’s financial position or results of operations.
 

40

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


Note 15 – Goodwill and Other Intangible Assets
 
The carrying amount of goodwill and other intangible assets as of the dates indicated is summarized below (in thousands)
 
 
September 30, 2019
 
December 31, 2018
 
 
Core deposit intangible
$
65,452

 
$
62,652

 
 
Less: accumulated amortization
(49,537
)
 
(46,141
)
 
 
Net core deposit intangible
15,915

 
16,511

 
 
Noncompete agreements
3,144

 
3,144

 
 
Less: accumulated amortization
(3,144
)
 
(2,695
)
 
 
Net noncompete agreements

 
449

 
 
Total intangibles subject to amortization, net
15,915

 
16,960

 
 
Goodwill
327,425

 
307,112

 
 
Total goodwill and other intangible assets, net
$
343,340

 
$
324,072

 

 
The following is a summary of changes in the carrying amounts of goodwill (in thousands)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
2019
 
Goodwill
 
Accumulated Impairment Losses
 
Goodwill, net of Accumulated Impairment Losses
 
Goodwill
 
Accumulated Impairment Losses
 
Goodwill, net of Accumulated Impairment Losses
Balance, beginning of period
 
$
633,015

 
$
(305,590
)
 
$
327,425

 
$
612,702

 
$
(305,590
)
 
$
307,112

Acquisition of FMBT
 

 

 

 
20,313

 

 
20,313

Balance, end of period
 
$
633,015

 
$
(305,590
)
 
$
327,425

 
$
633,015

 
$
(305,590
)
 
$
327,425

 
 
 
 
 
 
 
 
 
 
 
 
 
2018
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
 
$
612,702

 
$
(305,590
)
 
$
307,112

 
$
526,181

 
$
(305,590
)
 
$
220,591

Acquisition of Navitas
 

 

 

 
87,379

 

 
87,379

Measurement period adjustments(1)
 

 

 

 
(858
)
 

 
(858
)
Balance, end of period
 
$
612,702

 
$
(305,590
)
 
$
307,112

 
$
612,702

 
$
(305,590
)
 
$
307,112


(1) Measurement period adjustments for the nine months ended September 30, 2018, were related to Four Oaks Fincorp, Inc. and HCSB Financial Corporation.

The estimated aggregate amortization expense for future periods for core deposit intangibles is as follows (in thousands):
 
Year
 
 
 
Remainder of 2019
$
1,093

 
 
2020
3,842

 
 
2021
3,019

 
 
2022
2,379

 
 
2023
1,852

 
 
Thereafter
3,730

 
 
Total
$
15,915

 


Note 16 - Operating Leases

United’s leases for which it is the lessee consist of operating leases for land, buildings, and equipment. Payments related to these leases consist primarily of base rent and, in the case of building leases, additional operating costs associated with the leased property such as common area maintenance and utilities. In most cases these operating costs vary over the term of the lease, and therefore are classified as variable lease costs, which are recognized as incurred in the consolidated statement of income. In addition, certain operating leases include costs such as property taxes and insurance, which are recognized as incurred in the consolidated statement of income. Many of United’s operating leases contain renewal options, most of which are excluded from the measurement of the right-of-use asset and lease liability as they are not reasonably certain to be exercised. United also subleases and leases certain real estate properties to third parties under operating leases. As of September 30, 2019, United had a right-of-use asset and lease liability of $21.0 million and $23.3 million, respectively, included in other assets and other liabilities, respectively, on the balance sheet.


41

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)


The table below presents the operating lease income and expense recognized for the periods indicated (in thousands).
 
 
 
Income Statement Location
 
Three Months Ended September 30, 2019
 
Nine Months Ended
September 30, 2019
 
 
Operating lease cost
 
Occupancy expense
 
$
1,272

 
$
3,783

 
 
Variable lease cost
 
Occupancy expense
 
112

 
336

 
 
Short-term lease cost
 
Occupancy expense
 
52

 
92

 
 
Total lease cost
 
 
 
$
1,436

 
$
4,211

 
 
 
 
 
 
 
 
 
 
 
Sublease income and rental income from owned properties under operating leases
 
Other noninterest income
 
$
261

 
886

 


As of September 30, 2019, the weighted average remaining lease term and weighted average discount rate of operating leases was 5.51 years and 2.79%, respectively. Absent a readily determinable interest rate in the lease agreement, the discount rate applied to each individual lease obligation was the Bank’s incremental borrowing rate for secured borrowings.

As of September 30, 2019, future minimum lease payments under operating leases were as follows (in thousands):
 
Year
 
 
 
 
Remainder of 2019
 
$
939

 
 
2020
 
5,394

 
 
2021
 
5,124

 
 
2022
 
4,694

 
 
2023
 
3,992

 
 
Thereafter
 
5,092

 
 
Total
 
25,235

 
 
Less discount
 
(1,963
)
 
 
Present value of lease liability
 
$
23,272

 


As discussed in Note 2, United adopted Topic 842 using the modified retrospective method with a cumulative effect adjustment to shareholders’ equity without restating comparable periods. As a result, disclosures for comparative periods under the predecessor standard, ASC 840, Leases, are required in the year of transition. As of December 31, 2018, rent commitments under operating leases were $5.35 million, $5.16 million, $4.91 million, $4.48 million, and $3.91 million, for 2019 through 2023, respectively, and $5.04 million in the aggregate for years thereafter.

Note 17 - Termination of Defined Benefit Plan

During the third quarter of 2019, United materially settled the liabilities of its funded noncontributory defined benefit pension plan (“Funded Plan”). Participants elected to receive either lump sum distributions or annuity contracts purchased from a third party insurance company that provided for the payment of vested benefits. United contributed $4.90 million to the Funded Plan in the third quarter of 2019 to fund its liquidation.

As a result of the pension termination, unrecognized losses of $1.56 million, which previously were recorded in accumulated other comprehensive income (loss) on the consolidated balance sheets, were recognized as expense and an additional pension plan settlement loss of $1.38 million was recorded in the consolidated statements of income. Including both charges, the total Funded Plan settlement loss was $2.94 million, which was included in merger-related and other charges for the three and nine months ended September 30, 2019.

Note 18 - Subsequent Events

On November 7, 2019, United’s Board of Directors approved a regular quarterly cash dividend of $0.18 per common share. The dividend is payable January 6, 2020, to shareholders of record on December 16, 2019.



42



Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following is a discussion of our financial condition at September 30, 2019 and December 31, 2018 and our results of operations for the three and nine months ended September 30, 2019 and September 30, 2018. The purpose of this discussion is to focus on information about our financial condition and results of operations which is not otherwise apparent from our consolidated financial statements and is intended to provide insight into our results of operations and financial condition. The following discussion and analysis should be read along with our consolidated financial statements and related notes included in Part I - Item 1 of this Quarterly Report on Form 10-Q and the risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “2018 10-K”) and the other reports we have filed with the SEC after we filed the 2018 10-K.

Overview
 
The Holding Company is a bank holding company incorporated in the state of Georgia in 1987, which began operations in 1988 by acquiring the capital stock of the Bank, a Georgia state-chartered bank that opened in 1950. United offers a wide array of commercial and consumer banking services and investment advisory services through a 147-branch network throughout Georgia, South Carolina, North Carolina and Tennessee.

On May 1, 2019, United completed the acquisition of First Madison Bank and Trust (“FMBT”). FMBT’s results are included in United’s consolidated results beginning on the acquisition date.

At September 30, 2019, United had total consolidated assets of $12.8 billion, total loans of $8.90 billion, total deposits of $10.8 billion, and shareholders’ equity of $1.61 billion. United reported net income of $48.4 million, or $0.60 per diluted share, for the third quarter of 2019, compared to net income of $43.7 million, or $0.54 per diluted share, for the third quarter of 2018. For the nine months ended September 30, 2019, United reported net income of $137 million, or $1.70 per diluted share, compared to $121 million, or $1.51 per diluted share, for the first nine months of 2018.

Net interest revenue increased to $119 million for the third quarter of 2019, compared to $112 million for the third quarter of 2018, due to higher loan volume and a higher net interest margin. The net interest margin increased to 4.12% for the three months ended September 30, 2019 from 3.95% for the same period in 2018 primarily due to loan growth, including the addition of the FMBT loan portfolio, the positive effect of a shift in the composition of United’s balance sheet away from securities and into higher yielding loans, and the reduction of borrowed funds since September 30, 2018. These improvements were partially offset by increased interest expense on interest-bearing deposits primarily due to higher interest rates from a year ago, particularly in time deposits. For the nine months ended September 30, 2019, net interest revenue was $353 million and the net interest margin was 4.11% compared to net interest revenue of $324 million and net interest margin of 3.88% for the same period in 2018. These improvements are also attributable to the same factors affecting the third quarter, as well as the inclusion, during the first nine months of 2019, of higher yielding equipment financing loans acquired from NLFC Holdings Corp. and its subsidiaries, collectively known as “Navitas”.
 
The provision for credit losses was $3.10 million for the third quarter of 2019, compared to $1.80 million for the third quarter of 2018. For the nine months ended September 30, 2019, the provision for credit losses was $9.65 million, compared to $7.40 million for the same period in 2018. Net charge-offs for the third quarter of 2019 were $2.72 million compared to $1.47 million for the same period in 2018.

As of September 30, 2019, United’s allowance for loan losses was $62.5 million, or 0.70% of loans, compared to $61.2 million, or 0.73% of loans, at December 31, 2018, reflecting stable asset quality. At September 30, 2019 and December 31, 2018, nonperforming assets of $30.9 million and $25.1 million, respectively, were 0.24% and 0.20% of total assets, respectively.

Noninterest income of $29.0 million for the third quarter of 2019 was up $4.85 million, or 20%, from the third quarter of 2018. The increase was primarily attributable to an increase in mortgage origination activity which resulted in a $3.40 million increase in mortgage fees. United closed $330 million in mortgage loans in the third quarter of 2019 compared with $237 million a year ago. Deposit service charges were also up with increases in interchange and overdraft fees. These increases were partially offset by decreases in gains on sales of United’s Small Business Administration and United States Department of Agriculture (“SBA/USDA”) loans. The decrease results from a change in strategy to hold more of the SBA loan production on balance sheet. For the first nine months of 2019, total noninterest income was up $4.61 million compared to the same period of 2018 mostly due to increases in mortgage loan and related fees, brokerage fees and nominal securities losses in comparison to the $1.30 million of securities losses recorded during the same period of last year.

For the third quarter and first nine months of 2019, noninterest expenses of $82.9 million and $241 million, respectively, increased $5.21 million and $12.8 million, respectively, from the same periods of 2018. The increases were primarily attributable to increases in salaries and employee benefits and communications and equipment costs. Merger-related and other charges also contributed to the increases from the prior periods due to the termination and settlement of the acquired Palmetto Bancshares, Inc. funded noncontributory defined benefit

43



pension plan (the “Funded Plan”), acquisition and systems conversions of FMBT, branch closure costs and executive retirement charges. Increases in salaries and employee benefits were driven by several factors, including the addition of FMBT employees, the inclusion of Navitas employees for the full period in 2019, annual merit-based salary increases awarded during the second quarter of 2019, and investments in new staff for key areas of the bank. The increase in communications and equipment expense was primarily a result of increased software maintenance and the addition of new software contracts. These increases were offset by decreases in FDIC assessments and other regulatory charges including a $1.38 million one-time assessment credit received in the third quarter of 2019, and amortization of intangibles.
 
Critical Accounting Policies
 
The accounting and reporting policies of United are in accordance with accounting principles generally accepted in the United States (“GAAP”) and conform to general practices within the banking industry. There have been no significant changes to the Critical Accounting Policies as described in United’s 2018 10-K.
 
GAAP Reconciliation and Explanation
 
This Form 10-Q contains financial information determined by methods other than in accordance with GAAP. Such non-GAAP financial information includes the following measures: “tangible book value per common share,” and “average tangible common equity to average assets. In addition, management presents non-GAAP operating performance measures, which exclude merger-related and other items that are not part of United’s ongoing business operations. Operating performance measures include “expenses – operating,” “net income – operating,” “diluted income per common share – operating,” “return on common equity – operating,” “return on tangible common equity – operating,” “return on assets – operating,” “dividend payout ratio – operating” and “efficiency ratio – operating.” Management has developed internal policies and procedures to accurately capture and account for merger-related and other charges and those charges are reviewed with the audit committee of United’s Board of Directors each quarter. Management uses these non-GAAP measures because it believes they may provide useful supplemental information for evaluating United’s operations and performance over periods of time, as well as in managing and evaluating United’s business and in discussions about United’s operations and performance. Management believes these non-GAAP measures may also provide users of United’s financial information with a meaningful measure for assessing United’s financial results and credit trends, as well as a comparison to financial results for prior periods. These non-GAAP measures should be viewed in addition to, and not as an alternative to or substitute for, measures determined in accordance with GAAP and are not necessarily comparable to other similarly titled measures used by other companies. To the extent applicable, reconciliations of these non-GAAP measures to the most directly comparable measures as reported in accordance with GAAP are included in Table 1 of Management’s Discussion and Analysis.

Results of Operations
 
United reported net income and diluted earnings per common share of $48.4 million and $0.60, respectively, for the third quarter of 2019. This compared to net income and diluted earnings per common share of $43.7 million and $0.54, respectively, for the same period in 2018. For the nine months ended September 30, 2019, United reported net income and diluted earnings per share of $137 million and $1.70, respectively, compared to net income and diluted earnings per share of $121 million and $1.51, respectively, for the same period in 2018.

United reported net income - operating (non-GAAP) of $50.4 million and $142 million for the third quarter and first nine months of 2019, compared to $44.1 million and $126 million for the same periods in 2018. For the third quarter and first nine months of 2019, net income - operating (non-GAAP) excludes termination of the funded defined benefit pension plan, merger-related, branch closure, and executive retirement charges, which net of tax, totaled $2.01 million and $5.72 million, respectively. For the third quarter and first nine months of 2018, net income - operating (non-GAAP) excludes merger-related and branch closure charges, which net of tax, totaled $451,000 and $5.22 million, respectively.


44




UNITED COMMUNITY BANKS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Table 1 - Financial Highlights
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selected Financial Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
2018
 
Third Quarter 2019 - 2018 Change
 
For the Nine Months Ended September 30,
 
YTD 2019 - 2018 Change
(in thousands, except per share data)
 
Third Quarter
 
Second Quarter
 
First Quarter
 
Fourth Quarter
 
Third Quarter
 
 
2019
 
2018
 
INCOME SUMMARY
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
Interest revenue
 
$
140,615

 
$
139,156

 
$
136,516

 
$
133,854

 
$
128,721

 
 
 
$
416,287

 
$
366,226

 
 
Interest expense
 
21,277

 
21,372

 
20,882

 
18,975

 
16,611

 
 
 
63,531

 
42,355

 
 
Net interest revenue
 
119,338

 
117,784

 
115,634

 
114,879

 
112,110

 
6
 %
 
352,756

 
323,871

 
9
 %
Provision for credit losses
 
3,100

 
3,250

 
3,300

 
2,100

 
1,800

 
72

 
9,650

 
7,400

 
30

Noninterest income
 
29,031

 
24,531

 
20,968

 
23,045

 
24,180

 
20

 
74,530

 
69,916

 
7

Total revenue
 
145,269

 
139,065

 
133,302

 
135,824

 
134,490

 
8

 
417,636

 
386,387

 
8

Expenses
 
82,924

 
81,813

 
76,084

 
78,242

 
77,718

 
7

 
240,821

 
228,043

 
6

Income before income tax expense
 
62,345

 
57,252

 
57,218

 
57,582

 
56,772

 
10

 
176,815

 
158,344

 
12

Income tax expense
 
13,983

 
13,167

 
12,956

 
12,445

 
13,090

 
7

 
40,106

 
37,370

 
7

Net income
 
48,362

 
44,085

 
44,262

 
45,137

 
43,682

 
11

 
136,709

 
120,974

 
13

Merger-related and other charges
 
2,605

 
4,087

 
739

 
1,234

 
592

 
 
 
7,431

 
6,111

 
 
Income tax benefit of merger-related and other charges
 
(600
)
 
(940
)
 
(172
)
 
(604
)
 
(141
)
 
 
 
(1,712
)
 
(890
)
 
 
Net income - operating (1)
 
$
50,367

 
$
47,232

 
$
44,829

 
$
45,767

 
$
44,133

 
14

 
$
142,428

 
$
126,195

 
13

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PERFORMANCE MEASURES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Per common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted net income - GAAP
 
$
0.60

 
$
0.55

 
$
0.55

 
$
0.56

 
$
0.54

 
11

 
$
1.70

 
$
1.51

 
13

Diluted net income - operating (1)
 
0.63

 
0.59

 
0.56

 
0.57

 
0.55

 
15

 
1.77

 
1.57

 
13

Cash dividends declared
 
0.17

 
0.17

 
0.16

 
0.16

 
0.15

 
13

 
0.50

 
0.42

 
19

Book value
 
20.16

 
19.65

 
18.93

 
18.24

 
17.56

 
15

 
20.16

 
17.56

 
15

Tangible book value (3)
 
15.90

 
15.38

 
14.93

 
14.24

 
13.54

 
17

 
15.90

 
13.54

 
17

Key performance ratios:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on common equity - GAAP (2)(4)
 
12.16
%
 
11.45
%
 
11.85
%
 
12.08
%
 
11.96
%
 
 
 
11.83
%
 
11.43
%
 
 
Return on common equity - operating (1)(2)(4)
 
12.67

 
12.27

 
12.00

 
12.25

 
12.09

 
 
 
12.32

 
11.93

 
 
Return on tangible common equity - operating (1)(2)(3)(4)
 
16.38

 
15.88

 
15.46

 
15.88

 
15.81

 
 
 
15.92

 
15.62

 
 
Return on assets - GAAP (4)
 
1.51

 
1.40

 
1.44

 
1.43

 
1.41

 
 
 
1.45

 
1.32

 
 
Return on assets - operating (1)(4)
 
1.58

 
1.50

 
1.45

 
1.45

 
1.42

 
 
 
1.51

 
1.38

 
 
Dividend payout ratio - GAAP
 
28.33

 
30.91

 
29.09

 
28.57

 
27.78

 
 
 
29.41

 
27.81

 
 
Dividend payout ratio - operating (1)
 
26.98

 
28.81

 
28.57

 
28.07

 
27.27

 
 
 
28.25

 
26.75

 
 
Net interest margin (fully taxable equivalent) (4)
 
4.12

 
4.12

 
4.10

 
3.97

 
3.95

 
 
 
4.11

 
3.88

 
 
Efficiency ratio - GAAP
 
55.64

 
57.28

 
55.32

 
56.73

 
56.82

 
 
 
56.09

 
57.52

 
 
Efficiency ratio - operating (1)
 
53.90

 
54.42

 
54.78

 
55.83

 
56.39

 
 
 
54.36

 
55.98

 
 
Equity to total assets
 
12.53

 
12.25

 
12.06

 
11.60

 
11.30

 
 
 
12.53

 
11.30

 
 
Tangible common equity to tangible assets (3)
 
10.16

 
9.86

 
9.76

 
9.29

 
8.95

 
 
 
10.16

 
8.95

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSET QUALITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nonperforming loans
 
$
30,832

 
$
26,597

 
$
23,624

 
$
23,778

 
$
22,530

 
37

 
$
30,832

 
$
22,530

 
37

Foreclosed properties
 
102

 
75

 
1,127

 
1,305

 
1,336

 
(92
)
 
102

 
1,336

 
(92
)
Total nonperforming assets ("NPAs")
 
30,934

 
26,672

 
24,751

 
25,083

 
23,866

 
30

 
30,934

 
23,866

 
30

Allowance for loan losses
 
62,514

 
62,204

 
61,642

 
61,203

 
60,940

 
3

 
62,514

 
60,940

 
3

Net charge-offs
 
2,723

 
2,438

 
3,130

 
1,787

 
1,466

 
86

 
8,291

 
4,326

 
92

Allowance for loan losses to loans
 
0.70
%
 
0.70
%
 
0.73
%
 
0.73
%
 
0.74
%
 
 
 
0.70
%
 
0.74
%
 
 
Net charge-offs to average loans (4)
 
0.12

 
0.11

 
0.15

 
0.09

 
0.07

 
 
 
0.13

 
0.07

 
 
NPAs to loans and foreclosed properties
 
0.35

 
0.30

 
0.29

 
0.30

 
0.29

 
 
 
0.35

 
0.29

 
 
NPAs to total assets
 
0.24

 
0.21

 
0.20

 
0.20

 
0.19

 
 
 
0.24

 
0.19

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AVERAGE BALANCES ($ in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans
 
$
8,836

 
$
8,670

 
$
8,430

 
$
8,306

 
$
8,200

 
8

 
$
8,647

 
$
8,124

 
6

Investment securities
 
2,550

 
2,674

 
2,883

 
3,004

 
2,916

 
(13
)
 
2,701

 
2,863

 
(6
)
Earning assets
 
11,568

 
11,534

 
11,498

 
11,534

 
11,320

 
2

 
11,534

 
11,197

 
3

Total assets
 
12,681

 
12,608

 
12,509

 
12,505

 
12,302

 
3

 
12,600

 
12,209

 
3

Deposits
 
10,531

 
10,493

 
10,361

 
10,306

 
9,950

 
6

 
10,462

 
9,896

 
6

Shareholders’ equity
 
1,588

 
1,531

 
1,478

 
1,420

 
1,394

 
14

 
1,533

 
1,367

 
12

Common shares - basic (thousands)
 
79,663

 
79,673

 
79,807

 
79,884

 
79,806

 

 
79,714

 
79,588

 

Common shares - diluted (thousands)
 
79,667

 
79,678

 
79,813

 
79,890

 
79,818

 

 
79,718

 
79,598

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AT PERIOD END ($ in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans
 
$
8,903

 
$
8,838

 
$
8,493

 
$
8,383

 
$
8,226

 
8

 
$
8,903

 
$
8,226

 
8

Investment securities
 
2,515

 
2,620

 
2,720

 
2,903

 
2,873

 
(12
)
 
2,515

 
2,873

 
(12
)
Total assets
 
12,809

 
12,779

 
12,506

 
12,573

 
12,405

 
3

 
12,809

 
12,405

 
3

Deposits
 
10,757

 
10,591

 
10,534

 
10,535

 
10,229

 
5

 
10,757

 
10,229

 
5

Shareholders’ equity
 
1,605

 
1,566

 
1,508

 
1,458

 
1,402

 
14

 
1,605

 
1,402

 
14

Common shares outstanding (thousands)
 
78,974

 
79,075

 
79,035

 
79,234

 
79,202

 

 
78,974

 
79,202

 

(1) Excludes merger-related and other charges which includes termination of pension plan in the third quarter of 2019, executive retirement charges in the second quarter of 2019 and amortization of certain executive change of control benefits. (2) Net income divided by average realized common equity, which excludes accumulated other comprehensive income (loss). (3) Excludes effect of acquisition related intangibles and associated amortization. (4) Annualized.

45



UNITED COMMUNITY BANKS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Table 1 (Continued) - Non-GAAP Performance Measures Reconciliation
Selected Financial Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
2018
 
For the Nine Months Ended September 30,
 
 
Third Quarter
 
Second Quarter
 
First Quarter
 
Fourth Quarter
 
Third Quarter
 
2019
 
2018
(in thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expense reconciliation
 
 

 
 

 
 

 
 

 
 

 
 
 
 
Expenses (GAAP)
 
$
82,924

 
$
81,813

 
$
76,084

 
$
78,242

 
$
77,718

 
$
240,821

 
$
228,043

Merger-related and other charges
 
(2,605
)
 
(4,087
)
 
(739
)
 
(1,234
)
 
(592
)
 
(7,431
)
 
(6,111
)
Expenses - operating
 
$
80,319

 
$
77,726

 
$
75,345

 
$
77,008

 
$
77,126

 
$
233,390

 
$
221,932

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (GAAP)
 
$
48,362

 
$
44,085

 
$
44,262

 
$
45,137

 
$
43,682

 
$
136,709

 
$
120,974

Merger-related and other charges
 
2,605

 
4,087

 
739

 
1,234

 
592

 
7,431

 
6,111

Income tax benefit of merger-related and other charges
 
(600
)
 
(940
)
 
(172
)
 
(604
)
 
(141
)
 
(1,712
)
 
(890
)
Net income - operating
 
$
50,367

 
$
47,232

 
$
44,829

 
$
45,767

 
$
44,133

 
$
142,428

 
$
126,195

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted income per common share reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted income per common share (GAAP)
 
$
0.60

 
$
0.55

 
$
0.55

 
$
0.56

 
$
0.54

 
$
1.70

 
$
1.51

Merger-related and other charges
 
0.03

 
0.04

 
0.01

 
0.01

 
0.01

 
0.07

 
0.06

Diluted income per common share - operating
 
$
0.63

 
$
0.59

 
$
0.56

 
$
0.57

 
$
0.55

 
$
1.77

 
$
1.57

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Book value per common share reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Book value per common share (GAAP)
 
$
20.16

 
$
19.65

 
$
18.93

 
$
18.24

 
$
17.56

 
$
20.16

 
$
17.56

Effect of goodwill and other intangibles
 
(4.26
)
 
(4.27
)
 
(4.00
)
 
(4.00
)
 
(4.02
)
 
(4.26
)
 
(4.02
)
Tangible book value per common share
 
$
15.90

 
$
15.38

 
$
14.93

 
$
14.24

 
$
13.54

 
$
15.90

 
$
13.54

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on tangible common equity reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on common equity (GAAP)
 
12.16
 %
 
11.45
 %
 
11.85
 %
 
12.08
 %
 
11.96
 %
 
11.83
 %
 
11.43
 %
Merger-related and other charges
 
0.51

 
0.82

 
0.15

 
0.17

 
0.13

 
0.49

 
0.50

Return on common equity - operating
 
12.67

 
12.27

 
12.00

 
12.25

 
12.09

 
12.32

 
11.93

Effect of goodwill and other intangibles
 
3.71

 
3.61

 
3.46

 
3.63

 
3.72

 
3.60

 
3.69

Return on tangible common equity - operating
 
16.38
 %
 
15.88
 %
 
15.46
 %
 
15.88
 %
 
15.81
 %
 
15.92
 %
 
15.62
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on assets reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on assets (GAAP)
 
1.51
 %
 
1.40
 %
 
1.44
 %
 
1.43
 %
 
1.41
 %
 
1.45
 %
 
1.32
 %
Merger-related and other charges
 
0.07

 
0.10

 
0.01

 
0.02

 
0.01

 
0.06

 
0.06

Return on assets - operating
 
1.58
 %
 
1.50
 %
 
1.45
 %
 
1.45
 %
 
1.42
 %
 
1.51
 %
 
1.38
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividend payout ratio reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividend payout ratio (GAAP)
 
28.33
 %
 
30.91
 %
 
29.09
 %
 
28.57
 %
 
27.78
 %
 
29.41
 %
 
27.81
 %
Merger-related and other charges
 
(1.35
)
 
(2.10
)
 
(0.52
)
 
(0.50
)
 
(0.51
)
 
(1.16
)
 
(1.06
)
Dividend payout ratio - operating
 
26.98
 %
 
28.81
 %
 
28.57
 %
 
28.07
 %
 
27.27
 %
 
28.25
 %
 
26.75
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Efficiency ratio reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Efficiency ratio (GAAP)
 
55.64
 %
 
57.28
 %
 
55.32
 %
 
56.73
 %
 
56.82
 %
 
56.09
 %
 
57.52
 %
Merger-related and other charges
 
(1.74
)
 
(2.86
)
 
(0.54
)
 
(0.90
)
 
(0.43
)
 
(1.73
)
 
(1.54
)
Efficiency ratio - operating
 
53.90
 %
 
54.42
 %
 
54.78
 %
 
55.83
 %
 
56.39
 %
 
54.36
 %
 
55.98
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tangible common equity to tangible assets reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity to total assets (GAAP)
 
12.53
 %
 
12.25
 %
 
12.06
 %
 
11.60
 %
 
11.30
 %
 
12.53
 %
 
11.30
 %
Effect of goodwill and other intangibles
 
(2.37
)
 
(2.39
)
 
(2.30
)
 
(2.31
)
 
(2.35
)
 
(2.37
)
 
(2.35
)
Tangible common equity to tangible assets
 
10.16
 %
 
9.86
 %
 
9.76
 %
 
9.29
 %
 
8.95
 %
 
10.16
 %
 
8.95
 %

46



Net Interest Revenue

Net interest revenue, which is the difference between the interest earned on assets and the interest paid on deposits and borrowed funds, is the single largest component of total revenue. Management seeks to optimize this revenue while balancing interest rate, credit and liquidity risks.

The banking industry uses two ratios to measure the relative profitability of net interest revenue. The net interest spread measures the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities. The interest rate spread eliminates the effect of noninterest-bearing deposits and gives a direct perspective on the effect of market interest rate movements. The net interest margin is an indication of the profitability of a company’s balance sheet and is defined as net interest revenue as a percent of average total interest-earning assets, which includes the positive effect of funding a portion of interest-earning assets with noninterest-bearing deposits and stockholders’ equity.

Net interest revenue for the third quarter of 2019 and 2018 was $119 million and $112 million, respectively. As set forth in the following tables, fully taxable equivalent net interest revenue for the third quarter of 2019 was $120 million, representing an increase of $7.39 million, or 7%, from the same period in 2018. The net interest spread and net interest margin for the third quarter of 2019 of 3.72% and 4.12%, respectively, increased eight basis points and 17 basis points, respectively, from the third quarter of 2018. For the first nine months of 2019 and 2018, net interest revenue was $353 million and $324 million, respectively. Fully taxable equivalent net interest revenue for the first nine months of 2019 was $355 million, an increase of $29.5 million, or 9%, from the first nine months of 2018.

The following tables also indicate the relationship between interest revenue and expense and the average amounts of assets and liabilities for the periods indicated. As shown in the tables, both average interest-earning assets and interest-bearing liabilities for the three and nine months ended September 30, 2019 increased compared to the same periods of 2018. The quarterly increase in average interest-earning assets was primarily driven by the increase in average loans of $636 million, or 8%, from the third quarter of 2018, which reflects organic growth and loans obtained through the acquisition of FMBT. The increase in average loans was offset by an intentional decrease in average taxable securities. The nine months ended September 30, 2019, also includes the full nine month effect of equipment financing loans and leases acquired from Navitas. The increase in average assets for the three months ended September 30, 2019 was funded primarily through an increase in average customer deposits since the third quarter of 2018 of $821 million, of which $204 million was noninterest-bearing.

The increase in the net interest margin and net interest spread during three and nine months ended September 30, 2019, was primarily attributable to the increase in yield on average loans, which increased 27 and 46 basis points, respectively, from the corresponding periods in 2018. More recently, the federal funds rate decreased 25 basis points since September 30, 2018, which has begun to affect United’s loan yield in the last quarter, however this decrease is moderated by growth in higher yielding loans from the equipment finance business. The increase in the average rate on interest-earning assets more than offset the increase in the average rate paid on interest-bearing liabilities of 24 and 36 basis points from the three and nine months ended September 30, 2018, respectively. The increase in the average rate paid on interest-bearing liabilities is primarily attributable to a higher average rate on interest-bearing deposits, as United increased deposit rates to retain and capture more deposit market share. The increase in noninterest-bearing deposits also contributed to the improvement in the net interest margin for the three and nine months ended September 30, 2019.
 

47



Table 2 - Average Consolidated Balance Sheets and Net Interest Analysis
For the Three Months Ended September 30,
 
 
2019
 
2018
(dollars in thousands, fully taxable equivalent (FTE))
 
Average Balance
 
Interest
 
Average Rate
 
Average Balance
 
Interest
 
Average Rate
Assets:
 
 

 
 

 
 

 
 

 
 

 
 

Interest-earning assets:
 
 

 
 

 
 

 
 

 
 

 
 

Loans, net of unearned income (FTE) (1)(2)
 
$
8,835,585

 
$
122,526

 
5.50
%
 
$
8,199,856

 
$
108,197

 
5.23
%
Taxable securities (3)
 
2,379,927

 
16,626

 
2.79

 
2,763,461

 
18,847

 
2.73

Tax-exempt securities (FTE) (1)(3)
 
170,027

 
1,502

 
3.53

 
152,939

 
1,417

 
3.71

Federal funds sold and other interest-earning assets
 
182,935

 
616

 
1.35

 
203,707

 
751

 
1.47

Total interest-earning assets (FTE)
 
11,568,474

 
141,270

 
4.85

 
11,319,963

 
129,212

 
4.53

 
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses
 
(63,474
)
 
 
 
 
 
(62,322
)
 
 
 
 
Cash and due from banks
 
116,922

 
 
 
 
 
123,290

 
 
 
 
Premises and equipment
 
221,930

 
 
 
 
 
216,775

 
 
 
 
Other assets (3)
 
836,951

 
 
 
 
 
703,915

 
 
 
 
Total assets
 
$
12,680,803

 
 
 
 
 
$
12,301,621

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Shareholders' Equity:
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
 
NOW and interest-bearing demand (5)
 
$
2,123,910

 
3,214

 
0.60

 
$
1,963,312

 
1,985

 
0.40

Money market(5)
 
2,277,162

 
5,126

 
0.89

 
2,078,116

 
3,177

 
0.61

Savings
 
695,297

 
41

 
0.02

 
680,640

 
33

 
0.02

Time
 
1,879,801

 
8,053

 
1.70

 
1,545,020

 
3,351

 
0.86

Brokered time deposits
 
102,078

 
679

 
2.64

 
434,182

 
2,395

 
2.19

Total interest-bearing deposits
 
7,078,248

 
17,113

 
0.96

 
6,701,270

 
10,941

 
0.65

Federal funds purchased and other borrowings
 
73,733

 
429

 
2.31

 
50,767

 
274

 
2.14

Federal Home Loan Bank advances
 
88,261

 
521

 
2.34

 
331,413

 
1,791

 
2.14

Long-term debt
 
243,935

 
3,214

 
5.23

 
296,366

 
3,605

 
4.83

Total borrowed funds
 
405,929

 
4,164

 
4.07

 
678,546

 
5,670

 
3.32

Total interest-bearing liabilities
 
7,484,177

 
21,277

 
1.13

 
7,379,816

 
16,611

 
0.89

 
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing deposits
 
3,453,174

 
 
 
 
 
3,249,218

 
 
 
 
Other liabilities
 
155,107

 
 
 
 
 
278,764

 
 
 
 
Total liabilities
 
11,092,458

 
 
 
 
 
10,907,798

 
 
 
 
Shareholders' equity
 
1,588,345

 
 
 
 
 
1,393,823

 
 
 
 
Total liabilities and shareholders' equity
 
$
12,680,803

 
 
 
 
 
$
12,301,621

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest revenue (FTE)
 
 

 
$
119,993

 
 
 
 
 
$
112,601

 
 
Net interest-rate spread (FTE)
 
 

 
 

 
3.72
%
 
 
 
 
 
3.64
%
Net interest margin (FTE) (4)
 
 

 
 

 
4.12
%
 
 
 
 
 
3.95
%
 
(1) 
Interest revenue on tax-exempt securities and loans has been increased to reflect comparable interest on taxable securities and loans. The rate used was 26%, reflecting the statutory federal income tax rate and the federal tax adjusted state income tax rate.
(2) 
Included in the average balance of loans outstanding are loans on which the accrual of interest has been discontinued and loans that are held for sale.
(3) 
Securities available for sale are shown at amortized cost. Pretax unrealized gains of $35.1 million in 2019 and unrealized losses of $49.9 million in 2018 are included in other assets for purposes of this presentation.
(4) 
Net interest margin is taxable equivalent net interest revenue divided by average interest-earning assets.
(5) 
Reflects reclassification of certain sweep deposits from money market to NOW and interest bearing demand during the third quarter of 2019.


48



Table 3 - Average Consolidated Balance Sheets and Net Interest Analysis
For the Nine Months Ended September 30,
 
 
2019
 
2018
(dollars in thousands, fully taxable equivalent (FTE))
 
Average Balance
 
Interest
 
Average Rate
 
Average Balance
 
Interest
 
Average Rate
Assets:
 
 

 
 

 
 

 
 

 
 

 
 

Interest-earning assets:
 
 

 
 

 
 

 
 

 
 

 
 

Loans, net of unearned income (FTE) (1)(2)
 
$
8,646,622

 
$
357,541

 
5.53
%
 
$
8,124,269

 
$
307,981

 
5.07
%
Taxable securities (3)
 
2,532,070

 
54,229

 
2.86

 
2,712,900

 
53,399

 
2.62

Tax-exempt securities (FTE) (1)(3)
 
168,787

 
4,579

 
3.62

 
150,014

 
4,106

 
3.65

Federal funds sold and other interest-earning assets
 
186,402

 
1,913

 
1.37

 
209,836

 
2,123

 
1.35

Total interest-earning assets (FTE)
 
11,533,881

 
418,262

 
4.85

 
11,197,019

 
367,609

 
4.39

 
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses
 
(62,664
)
 
 
 
 
 
(61,259
)
 
 
 
 
Cash and due from banks
 
121,889

 
 
 
 
 
138,809

 
 
 
 
Premises and equipment
 
220,872

 
 
 
 
 
217,339

 
 
 
 
Other assets (3)
 
785,862

 
 
 
 
 
717,555

 
 
 
 
Total assets
 
$
12,599,840

 
 
 
 
 
$
12,209,463

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Shareholders' Equity:
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
 
NOW and interest-bearing demand (5)
 
$
2,199,607

 
10,283

 
0.63

 
$
2,098,734

 
4,483

 
0.29

Money market (5)
 
2,187,822

 
14,100

 
0.86

 
2,113,972

 
7,853

 
0.50

Savings
 
685,167

 
115

 
0.02

 
671,883

 
117

 
0.02

Time
 
1,761,374

 
20,338

 
1.54

 
1,534,823

 
8,288

 
0.72

Brokered time deposits
 
292,835

 
5,349

 
2.44

 
298,653

 
4,612

 
2.06

Total interest-bearing deposits
 
7,126,805

 
50,185

 
0.94

 
6,718,065

 
25,353

 
0.50

Federal funds purchased and other borrowings
 
44,898

 
838

 
2.50

 
58,144

 
772

 
1.78

Federal Home Loan Bank advances
 
142,876

 
2,695

 
2.52

 
392,227

 
5,551

 
1.89

Long-term debt
 
252,686

 
9,813

 
5.19

 
295,966

 
10,679

 
4.82

Total borrowed funds
 
440,460

 
13,346

 
4.05

 
746,337

 
17,002

 
3.05

Total interest-bearing liabilities
 
7,567,265

 
63,531

 
1.12

 
7,464,402

 
42,355

 
0.76

 
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing deposits
 
3,335,450

 
 
 
 
 
3,178,387

 
 
 
 
Other liabilities
 
164,350

 
 
 
 
 
199,848

 
 
 
 
Total liabilities
 
11,067,065

 
 
 
 
 
10,842,637

 
 
 
 
Shareholders' equity
 
1,532,775

 
 
 
 
 
1,366,826

 
 
 
 
Total liabilities and shareholders' equity
 
$
12,599,840

 
 
 
 
 
$
12,209,463

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest revenue (FTE)
 
 
 
$
354,731

 
 
 
 
 
$
325,254

 
 
Net interest-rate spread (FTE)
 
 
 
 
 
3.73
%
 
 
 
 
 
3.63
%
Net interest margin (FTE) (4)
 
 
 
 
 
4.11
%
 
 
 
 
 
3.88
%
 
(1) 
Interest revenue on tax-exempt securities and loans has been increased to reflect comparable interest on taxable securities and loans. The rate used was 26%, reflecting the statutory federal income tax rate and the federal tax adjusted state income tax rate.
(2) 
Included in the average balance of loans outstanding are loans on which the accrual of interest has been discontinued and loans that are held for sale.
(3) 
Securities available for sale are shown at amortized cost. Pretax unrealized gains of $4.94 million in 2019 and unrealized losses of $40.4 million in 2018 are included in other assets for purposes of this presentation.
(4) 
Net interest margin is taxable equivalent net-interest revenue divided by average interest-earning assets.
(5) 
Reflects reclassification of certain sweep deposits from money market to NOW and interest bearing demand during the third quarter of 2019.



49



The following table shows the relative effect on net interest revenue for changes in the average outstanding amounts (volume) of interest-earning assets and interest-bearing liabilities and the rates earned and paid on such assets and liabilities (rate). Variances resulting from a combination of changes in rate and volume are allocated in proportion to the absolute dollar amounts of the change in each category.
 
Table 4 - Change in Interest Revenue and Expense on a Taxable Equivalent Basis
(in thousands)
 
 
Three Months Ended
September 30, 2019
 
Nine Months Ended
September 30, 2019
 
 
Compared to 2018
Increase (Decrease) Due to Changes in
 
 
Volume
 
Rate
 
Total
 
Volume
 
Rate
 
Total
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
Loans (FTE)
 
$
8,646

 
$
5,683

 
$
14,329

 
$
20,547

 
$
29,013

 
$
49,560

Taxable securities
 
(2,670
)
 
449

 
(2,221
)
 
(3,694
)
 
4,524

 
830

Tax-exempt securities (FTE)
 
153

 
(68
)
 
85

 
510

 
(37
)
 
473

Federal funds sold and other interest-earning assets
 
(73
)
 
(62
)
 
(135
)
 
(240
)
 
30

 
(210
)
Total interest-earning assets (FTE)
 
6,056

 
6,002

 
12,058

 
17,123

 
33,530

 
50,653

 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
NOW and interest-bearing demand accounts (1)
 
174

 
1,055

 
1,229

 
225

 
5,575

 
5,800

Money market accounts (1)
 
329

 
1,620

 
1,949

 
283

 
5,964

 
6,247

Savings deposits
 
1

 
7

 
8

 
2

 
(4
)
 
(2
)
Time deposits
 
855

 
3,847

 
4,702

 
1,383

 
10,667

 
12,050

Brokered deposits
 
(2,129
)
 
413

 
(1,716
)
 
(91
)
 
828

 
737

Total interest-bearing deposits
 
(770
)
 
6,942

 
6,172

 
1,802

 
23,030

 
24,832

Federal funds purchased & other borrowings
 
132

 
23

 
155

 
(202
)
 
268

 
66

Federal Home Loan Bank advances
 
(1,422
)
 
152

 
(1,270
)
 
(4,300
)
 
1,444

 
(2,856
)
Long-term debt
 
(674
)
 
283

 
(391
)
 
(1,640
)
 
774

 
(866
)
Total borrowed funds
 
(1,964
)
 
458

 
(1,506
)
 
(6,142
)
 
2,486

 
(3,656
)
Total interest-bearing liabilities
 
(2,734
)
 
7,400

 
4,666

 
(4,340
)
 
25,516

 
21,176

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net interest revenue (FTE)
 
$
8,790

 
$
(1,398
)
 
$
7,392

 
$
21,463

 
$
8,014

 
$
29,477


(1) Reflects reclassification of certain sweep deposits from money market to NOW and interest bearing demand during the third quarter of 2019.

Provision for Credit Losses
 
The provision for credit losses is based on management’s evaluation of probable incurred losses in the loan portfolio and unfunded loan commitments and corresponding analysis of the allowance for credit losses at quarter-end. The provision for credit losses was $3.10 million and $9.65 million, respectively, for the three and nine months ended September 30, 2019, compared to $1.80 million and $7.40 million, respectively, for the same periods in 2018. For the nine months ended September 30, 2019, net loan charge-offs as an annualized percentage of average outstanding loans were 0.13% compared to 0.07% for the same period in 2018. The amount of provision recorded in each period was the amount required such that the total allowance for loan losses reflected the appropriate balance, in the estimation of management, sufficient to cover incurred losses in the loan portfolio. In accordance with the accounting guidance for business combinations, there was no allowance for loan losses brought forward on loans acquired from FMBT on May 1, 2019. The increase in provision expense for the three and nine months ended September 30, 2019, compared to the same periods of 2018 was primarily a result of loan growth and increased charge-offs. The increase in charge-offs was partly attributable to incorporating equipment financing loans acquired in the Navitas transaction into the loan portfolio for the full first three quarters of 2019. Charge-offs from equipment financing loans totaled $1.38 million and $3.81 million for the three and nine months ended September 30, 2019, which was in line with management’s expectations for this now-seasoned product line of higher yielding loans.
 
The allowance for unfunded commitments represents probable incurred losses on unfunded loan commitments that are expected to result in outstanding loan balances. The allowance for unfunded loan commitments was established through the provision for credit losses.
 
Additional discussion on credit quality and the allowance for loan losses is included in the “Asset Quality and Risk Elements” discussion elsewhere in this document.


50



Noninterest income
 
The following table presents the components of noninterest income for the periods indicated.
Table 5 - Noninterest Income
(in thousands)
 
Three Months Ended
September 30,
 
Change
 
Nine Months Ended
September 30,
 
Change
 
2019
 
2018
 
Amount
 
Percent
 
2019
 
2018
 
Amount
 
Percent
Overdraft fees
$
3,800

 
$
3,765

 
$
35

 
1
 %
 
$
10,728

 
$
10,897

 
$
(169
)
 
(2
)%
ATM and debit card fees
3,901

 
3,231

 
670

 
21

 
10,109

 
9,573

 
536

 
6

Other service charges and fees
2,215

 
2,116

 
99

 
5

 
6,592

 
6,361

 
231

 
4

Service charges and fees
9,916

 
9,112

 
804

 
9

 
27,429

 
26,831

 
598

 
2

Mortgage loan and related fees
8,658

 
5,262

 
3,396

 
65

 
17,750

 
15,928

 
1,822

 
11

Brokerage fees
1,699

 
1,525

 
174

 
11

 
4,624

 
3,598

 
1,026

 
29

Gains on sales of SBA/USDA loans
1,639

 
2,605

 
(966
)
 
(37
)
 
4,412

 
6,784

 
(2,372
)
 
(35
)
Customer derivatives
647

 
611

 
36

 
6

 
2,370

 
2,041

 
329

 
16

Securities gains (losses), net

 
2

 
(2
)
 
 
 
(118
)
 
(1,302
)
 
1,184

 
 
Other
6,472

 
5,063

 
1,409

 
28

 
18,063

 
16,036

 
2,027

 
13

Total noninterest income
$
29,031

 
$
24,180

 
$
4,851

 
20

 
$
74,530

 
$
69,916

 
$
4,614

 
7


Service charges and fees increased $804,000 for the third quarter of 2019 in comparison to the same period of 2018 partly due to the acquisition of FMBT. In addition, United’s annual rebate received from its debit card service provider increased compared to 2018, which contributed to the increase in ATM and debit card fees earned in the third quarter and first nine months of 2019.

Mortgage loan and related fees for the third quarter and first nine months of 2019 reflected an increase in fees on mortgage rate locks and mortgage closings compared to the same periods of last year. The increase in fees for the third quarter and nine months ended September 30, 2019, was partially offset by negative fair value adjustments on the mortgage servicing rights asset. The negative fair value adjustments were driven by a decrease in mortgage interest rates. The overall increase in mortgage loan and related fees was primarily attributable to an increased focus on the mortgage division resulting in new investments in mortgage loan offices and staff, as well as reductions in interest rates, which increased the demand for mortgage rate locks and refinances.

Mortgage rate locks during the third quarter of 2019 increased 71% to $508 million in 2019 compared to $298 million in the third quarter of 2018. Mortgage production in the third quarter of 2019 also increased compared to the same period of 2018. United closed 1,265 mortgage loans totaling $330 million in the third quarter of 2019 compared with 1,021 mortgage loans totaling $237 million in the third quarter of 2018. United had $215 million in home purchase mortgage originations in the third quarter of 2019, which accounted for 65% of mortgage production volume, compared to $164 million, or 70% of production volume for the same period a year ago.

Mortgage rate locks during the first nine months of 2019 increased 34% to $1.2 billion in 2019 compared to $904 million for the same period of 2018. During the first nine months of 2019, United closed 3,110 mortgage loans totaling $770 million compared to 2,897 loans totaling $688 million for the same period of last year. United had $540 million in home purchase mortgage originations in the first nine months of 2019, which accounted for 70% of mortgage production volume. During the first nine months of 2019, United had $419 million, in home purchase originations, or 62%, of production volume.

Brokerage fees for the third quarter and first nine months of 2019 increased 11% and 29%, respectively, compared to the same periods of 2018, which was a result of increased recurring revenue, which yielded higher and more consistent brokerage revenue.
 
United’s SBA/USDA lending strategy includes selling a portion of the loan production each quarter. The amount of loans sold depends on several variables including the current lending environment and balance sheet management activities. Beginning in the first quarter of 2019, United made a strategic decision to hold more of its government guaranteed loans in order to benefit from the stable yield on these lower-risk assets. In the third quarter of 2019 and 2018, United sold the guaranteed portion of loans in the amount of $21.0 million and $35.6 million, respectively, which resulted in gains of $1.64 million and $2.61 million, respectively. In the first nine months of 2019 and 2018, United sold the guaranteed portion of loans in the amount of $55.2 million and $86.3 million, respectively, which resulted in gains of $4.41 million and $6.78 million, respectively.


51



Other noninterest income for the third quarter and first nine months of 2019 increased from the same periods of 2018 primarily due to increases in equipment finance fee revenue, primarily attributable to loan growth, gains on other investments, and positive fair value adjustments on deferred compensation plan assets.

Noninterest Expenses 

The following table presents the components of noninterest expenses for the periods indicated. 
Table 6 - Noninterest Expenses
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
September 30,
 
Change
 
Nine Months Ended
September 30,
 
Change
 
2019
 
2018
 
Amount
 
Percent
 
2019
 
2018
 
Amount
 
Percent
Salaries and employee benefits
$
50,501

 
$
47,146

 
$
3,355

 
7
 %
 
$
146,161

 
$
135,384

 
$
10,777

 
8
 %
Communications and equipment
6,223

 
5,590

 
633

 
11

 
18,233

 
15,071

 
3,162

 
21

Occupancy
5,921

 
5,779

 
142

 
2

 
17,424

 
16,939

 
485

 
3

Advertising and public relations
1,374

 
1,442

 
(68
)
 
(5
)
 
4,256

 
4,341

 
(85
)
 
(2
)
Postage, printing and supplies
1,618

 
1,574

 
44

 
3

 
4,733

 
4,896

 
(163
)
 
(3
)
Professional fees
4,715

 
3,927

 
788

 
20

 
11,930

 
11,435

 
495

 
4

FDIC assessments and other regulatory charges
314

 
2,228

 
(1,914
)
 
(86
)
 
3,571

 
6,677

 
(3,106
)
 
(47
)
Amortization of core deposit intangibles
1,146

 
1,204

 
(58
)
 
(5
)
 
3,395

 
3,764

 
(369
)
 
(10
)
Other
8,507

 
8,236

 
271

 
3

 
23,687

 
23,425

 
262

 
1

Total excluding merger-related and other charges
80,319

 
77,126

 
3,193

 
4

 
233,390

 
221,932

 
11,458

 
5

Merger-related and other charges
2,541

 
115

 
2,426

 
 
 
6,981

 
4,449

 
2,532

 
 
Amortization of noncompete agreements
64

 
477

 
(413
)
 
 
 
450

 
1,662

 
(1,212
)
 
 
Total noninterest expenses
$
82,924

 
$
77,718

 
$
5,206

 
7

 
$
240,821

 
$
228,043

 
$
12,778

 
6


Noninterest expenses for the third quarter and first nine months of 2019 totaled $82.9 million and $241 million, respectively, up 7% and 6%, respectively, from the same periods of 2018. Increases in salaries and employee benefits, professional fees, communications and equipment and merger-related and other charges, partially offset by lower FDIC assessments and other regulatory charges and amortization of noncompete agreements, accounted for much of the change in noninterest expense for the periods presented.
 
Salaries and employee benefits for the third quarter of 2019 increased 7% from same period of 2018. The increase was primarily attributable to increased brokerage and mortgage commissions resulting from increased production, an increase in bonus expense accrual driven by strong quarterly performance, annual merit-based salary increases awarded during the second quarter of 2019, the addition of FMBT employees, and higher group medical costs. In addition to these factors, increases for the nine months ended September 30, 2019, were driven by additional stock compensation expense from new restricted stock unit awards issued in the third quarter of 2018, investments in additional staff to expand Commercial Banking Solutions and other key areas, the inclusion of Navitas for the entire nine months of 2019 and an increase in the 401(k) matching contribution effective March 1, 2018. Full time equivalent headcount totaled 2,319 at September 30, 2019, up from 2,300 at September 30, 2018.

Communications and equipment expense increased primarily due to additional software maintenance costs and new software contracts. The increase in professional fees for the third quarter of 2019 is largely attributable to increased accounting fees related to CECL and other projects. Additionally, professional fees for the nine months ended September 30, 2019, increased due to recent acquisition activity. FDIC assessments and other regulatory charges for the three and nine months ended September 30, 2019, decreased relative to the same periods in 2018 primarily due to a reduction in United’s FDIC assessment rate and the receipt of a $1.38 million assessment credit from the FDIC during the third quarter of 2019.
 
Merger-related and other charges for the three and nine months ended September 30, 2019 included a $2.94 million charge for the termination and settlement of the Funded Plan, FMBT acquisition related costs, branch closure costs, executive retirement charges, and gains on the sale of surplus properties. Merger-related and other charges for the three and nine months of 2018 consisted primarily of severance, conversion costs, branch closure costs and legal and professional fees.


52



The reduction of amortization of noncompete agreements was a result of the expiration of certain of these agreements since the third quarter of 2018. At September 30, 2019, all capitalized noncompete agreements have been fully amortized.

Income Taxes
 
The income tax provision for the three and nine months ended September 30, 2019 was $14.0 million and $40.1 million, respectively, which represents an effective tax rate of 22.4% and 22.7%, respectively. The income tax provision for the three and nine months ended September 30, 2018 was $13.1 million and $37.4 million, which represents an effective tax rate of 23.1% and 23.6%, respectively.
 
United is subject to income taxation in the United States and various state jurisdictions. United’s federal and state income tax returns are filed on a consolidated basis. Currently, no years for which United filed a federal income tax return are under examination by the IRS, and there are no state tax examinations currently in progress.
 
Additional information regarding income taxes, including a reconciliation of the differences between the recorded income tax provision and the amount of income tax computed by applying the statutory federal income tax rate to income before income taxes, can be found in Note 16 to the consolidated financial statements filed with United’s 2018 10-K.

Balance Sheet Review
 
Total assets at September 30, 2019 and December 31, 2018 were $12.8 billion and $12.6 billion, respectively. Average total assets for the third quarter and first nine months of 2019 were $12.7 billion and $12.6 billion, respectively, up from $12.3 billion and $12.2 billion for the same periods of 2018.

53



Total loans increased 6% since December 31, 2018 due to organic growth and loans obtained in the acquisition of FMBT. As of September 30, 2019, approximately 75% of United’s loans are secured by real estate. The following table presents a summary of the loan portfolio.

Table 7 - Loans Outstanding
(in thousands)
 
 
September 30, 2019
 
December 31, 2018
 
 
By Loan Type
 
 
 
 
 
Owner occupied commercial real estate
$
1,692,010

 
$
1,647,904

 
 
Income producing commercial real estate
1,933,868

 
1,812,420

 
 
Commercial & industrial
1,271,243

 
1,278,347

 
 
Commercial construction
1,000,801

 
796,158

 
 
Equipment financing
729,506

 
564,614

 
 
Total commercial
6,627,428

 
6,099,443

 
 
Residential mortgage
1,120,828

 
1,049,232

 
 
Home equity lines of credit
668,987

 
694,010

 
 
Residential construction
229,352

 
211,011

 
 
Consumer direct
125,517

 
122,013

 
 
Indirect auto
131,154

 
207,692

 
 
Total loans
$
8,903,266

 
$
8,383,401

 
 
 
 
 
 
 
 
As a percentage of total loans:
 
 
 
 
 
Owner occupied commercial real estate
19
%
 
20
%
 
 
Income producing commercial real estate
22

 
22

 
 
Commercial & industrial
14

 
15

 
 
Commercial construction
11

 
9

 
 
Equipment financing
8

 
7

 
 
Total commercial
74

 
73

 
 
Residential mortgage
13

 
13

 
 
Home equity lines of credit
8

 
8

 
 
Residential construction
3

 
3

 
 
Consumer direct
1

 
1

 
 
Indirect auto
1

 
2

 
 
Total
100
%
 
100
%
 
 

Asset Quality and Risk Elements
 
United manages asset quality and controls credit risk through review and oversight of the loan portfolio as well as adherence to policies designed to promote sound underwriting and loan monitoring practices. United’s credit risk management function is responsible for monitoring asset quality and Board of Directors-approved portfolio limits, establishing credit policies and procedures and enforcing the consistent application of these policies and procedures among all lending units. Additional information on the credit risk management function is included in Item 1 under the heading Lending Activities in United’s 2018 10-K.
 
United classifies commercial performing loans as “substandard” when there is a well-defined weakness or weaknesses that jeopardizes the repayment by the borrower and there is a distinct possibility that United could sustain some loss if the deficiency is not corrected. United classifies consumer performing loans as “substandard” when the borrower is in bankruptcy.


54



The table below presents performing classified loans for the last five quarters.
 
Table 8 - Performing Classified Loans
(in thousands)
 
September 30, 2019
 
June 30, 2019
 
March 31, 2019
 
December 31, 2018
 
September 30, 2018
By Category
 

 
 

 
 

 
 

 
 

Owner occupied commercial real estate
$
37,551

 
$
34,650

 
$
32,433

 
$
32,909

 
$
38,601

Income producing commercial real estate
27,508

 
26,219

 
19,277

 
18,048

 
24,170

Commercial & industrial
36,978

 
34,015

 
21,125

 
20,980

 
21,509

Commercial construction
9,001

 
7,751

 
8,019

 
9,549

 
8,012

Equipment financing
16

 
114

 
115

 
217

 
274

Total commercial
111,054

 
102,749

 
80,969

 
81,703

 
92,566

Residential mortgage
4,615

 
4,719

 
5,600

 
5,623

 
13,582

Home equity
1,474

 
1,504

 
1,610

 
1,665

 
4,818

Residential construction
259

 
237

 
249

 
293

 
1,397

Consumer direct
287

 
334

 
222

 
165

 
416

Indirect auto
1,253

 
1,391

 
1,555

 
1,334

 
1,704

Total
$
118,942

 
$
110,934

 
$
90,205

 
$
90,783

 
$
114,483


Reviews of classified performing and non-performing loans, past due loans and larger credits are conducted on a regular basis and are designed to identify risk migration and potential charges to the allowance for loan losses. These reviews are presented by the responsible lending officers or respective credit officer and specific action plans are discussed along with the financial strength of borrowers, the value of the applicable collateral, past loan loss experience, anticipated loan losses, changes in risk profile, the effect of prevailing economic conditions on the borrower and other factors specific to the borrower and its industry. In addition to the reviews mentioned above, an independent loan review team reviews the portfolio to ensure consistent application of risk rating policies and procedures.


55



The following table presents a summary of the changes in the allowance for credit losses for the periods indicated.
Table 9 - Allowance for Credit Losses
(in thousands)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Allowance for loan and lease losses at beginning of period
$
62,204

 
$
61,071

 
$
61,203

 
$
58,914

Charge-offs:
 
 
 
 
 
 
 
Owner occupied commercial real estate

 

 
5

 
67

Income producing commercial real estate
472

 
375

 
977

 
2,685

Commercial & industrial
898

 
660

 
3,833

 
1,277

Commercial construction

 
24

 
70

 
440

Equipment financing
1,376

 
700

 
3,810

 
862

Residential mortgage
264

 
235

 
433

 
417

Home equity lines of credit
287

 
426

 
653

 
761

Residential construction
13

 
32

 
263

 
40

Consumer direct
645

 
643

 
1,721

 
1,846

Indirect auto
125

 
228

 
502

 
1,043

Total loans charged-off
4,080

 
3,323

 
12,267

 
9,438

Recoveries:
 
 
 
 
 
 
 
Owner occupied commercial real estate
39

 
251

 
166

 
939

Income producing commercial real estate
41

 
375

 
127

 
842

Commercial & industrial
207

 
242

 
645

 
848

Commercial construction
247

 
66

 
804

 
322

Equipment financing
202

 
218

 
466

 
386

Residential mortgage
106

 
66

 
388

 
290

Home equity lines of credit
204

 
147

 
466

 
372

Residential construction
18

 
195

 
91

 
326

Consumer direct
226

 
244

 
672

 
599

Indirect auto
67

 
53

 
151

 
188

Total recoveries
1,357

 
1,857

 
3,976

 
5,112

Net charge-offs
2,723

 
1,466

 
8,291

 
4,326

Provision for loan and lease losses
3,033

 
1,335

 
9,602

 
6,352

Allowance for loan and lease losses at end of period
62,514

 
60,940

 
62,514

 
60,940

 
 
 
 
 
 
 
 
Allowance for unfunded commitments at beginning of period
3,391

 
2,895

 
3,410

 
2,312

Provision for losses on unfunded commitments
67

 
465

 
48

 
1,048

Allowance for unfunded commitments at end of period
3,458

 
3,360

 
3,458

 
3,360

Allowance for credit losses
$
65,972

 
$
64,300

 
$
65,972

 
$
64,300

 
 
 
 
 
 
 
 
Total loans and leases:
 
 
 
 
 
 
 
At period-end
$
8,903,266

 
$
8,226,466

 
$
8,903,266

 
$
8,226,466

Average
8,835,585

 
8,199,856

 
8,646,622

 
8,124,269

Allowance for loan and lease losses as a percentage of period-end loans and leases
0.70
%
 
0.74
%
 
0.70
%
 
0.74
%
As a percentage of average loans (annualized):
 
 
 
 
 
 
 
Net charge-offs
0.12

 
0.07

 
0.13

 
0.07

Provision for loan and lease losses
0.14

 
0.06

 
0.15

 
0.10

 
The provision for credit losses charged to earnings is based upon management’s judgment of the amount necessary to maintain the allowance at a level appropriate to absorb probable incurred losses in the loan portfolio at the balance sheet date. The amount each quarter is dependent upon many factors, including growth and changes in the composition of the loan portfolio, net charge-offs, delinquencies, management’s assessment of loan portfolio quality, the value of collateral, and other macro-economic factors and trends. The evaluation of these factors is performed quarterly by management through an analysis of the appropriateness of the allowance for loan losses. For further discussion regarding our allowance for credit losses, refer to Critical Accounting Estimates included in the 2018 10-K.


56



The allowance for credit losses, which includes a portion related to unfunded commitments, totaled $66.0 million at September 30, 2019, compared with $64.6 million at December 31, 2018. At September 30, 2019, the allowance for loan losses was $62.5 million, or 0.70% of loans, compared with $61.2 million, or 0.73% of total loans, at December 31, 2018.
 
Management believes that the allowance for credit losses at September 30, 2019 reflects the probable incurred losses in the loan portfolio and unfunded loan commitments. This assessment involves uncertainty and judgment and is subject to change in future periods. The amount of any changes could be significant if management’s assessment of loan quality or collateral values change substantially with respect to one or more loan relationships or portfolios. In addition, bank regulatory authorities, as part of their periodic examination of the Bank, may require adjustments to the allowance for credit losses in future periods if, in their opinion, the results of their review warrant such adjustments.

Nonperforming Assets

The table below summarizes nonperforming assets (“NPAs”).
Table 10 - Nonperforming Assets
(in thousands)
 
September 30, 2019
 
December 31, 2018
Nonaccrual loans
$
30,832

 
$
23,778

Foreclosed properties/other real estate owned ("OREO")
102

 
1,305

Total nonperforming assets
$
30,934

 
$
25,083

 
 
 
 
Nonaccrual loans as a percentage of total loans and leases
0.35
%
 
0.28
%
Nonperforming assets as a percentage of total loans and OREO
0.35

 
0.30

Nonperforming assets as a percentage of total assets
0.24

 
0.20


United’s policy is to place loans on nonaccrual status when, in the opinion of management, the principal and interest on a loan is not likely to be repaid in full or when the loan becomes 90 days past due. When a loan is classified on nonaccrual status, interest previously accrued but not collected is reversed against current interest revenue. Principal and interest payments received on a nonaccrual loan are generally applied to reduce the loan’s recorded investment.
 
Purchased credit impaired (“PCI”) loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. However, these loans are considered as performing, even though they may be contractually past due, as any non-payment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and is included in the resulting recognition of current period loan loss provision or future period yield adjustments. The accrual of interest is discontinued on PCI loans if management can no longer reliably estimate future cash flows on the loan. No PCI loans were classified as nonaccrual at September 30, 2019 or December 31, 2018 as the carrying value of the respective loan or pool of loans cash flows were considered estimable and probable of collection. Therefore, interest revenue, through accretion of the difference between the carrying value of the loans and the expected cash flows, is being recognized on all PCI loans. For additional information about and discussion of PCI loans, see Note 6 to our consolidated financial statements included in Part I - Item 1 of this Quarterly Report on Form 10-Q.

Foreclosed property is initially recorded at fair value, less estimated costs to sell. If the fair value, less estimated costs to sell, at the time of foreclosure is less than the loan balance, the deficiency is charged against the allowance for loan losses. If the lesser of fair value, less estimated costs to sell, or the listed selling price, less the costs to sell, of the foreclosed property decreases during the holding period, a valuation allowance is established with a charge to foreclosed property expense. When the foreclosed property is sold, a gain or loss is recognized on the sale for the difference between the sales proceeds and the carrying amount of the property.


57



The following table summarizes nonperforming assets by category as of the dates indicated.
Table 11 - Nonperforming Assets by Category
(in thousands)
 
September 30, 2019
 
December 31, 2018
 
Nonaccrual
Loans
 
Foreclosed
Properties
 
Total
NPAs
 
Nonaccrual
Loans
 
Foreclosed
Properties
 
Total
NPAs
Owner occupied commercial real estate
$
8,430

 
$

 
$
8,430

 
$
6,421

 
$
170

 
$
6,591

Income producing commercial real estate
2,030

 
26

 
2,056

 
1,160

 

 
1,160

Commercial & industrial
2,625

 

 
2,625

 
1,417

 

 
1,417

Commercial construction
1,894

 
7

 
1,901

 
605

 
421

 
1,026

Equipment financing
1,974

 

 
1,974

 
2,677

 

 
2,677

Total commercial
16,953

 
33

 
16,986

 
12,280

 
591

 
12,871

Residential mortgage
9,475

 
46

 
9,521

 
8,035

 
654

 
8,689

Home equity lines of credit
3,065

 

 
3,065

 
2,360

 
60

 
2,420

Residential construction
597

 
23

 
620

 
288

 

 
288

Consumer direct
147

 

 
147

 
89

 

 
89

Indirect auto
595

 

 
595

 
726

 

 
726

Total NPAs
$
30,832

 
$
102

 
$
30,934

 
$
23,778

 
$
1,305

 
$
25,083


At September 30, 2019 and December 31, 2018, United had $47.5 million and $52.4 million, respectively, in loans with terms that have been modified in troubled debt restructurings (“TDRs”). Included therein were $7.23 million and $7.09 million, respectively, of TDRs that were classified as nonaccrual and were included in nonperforming loans. The remaining TDRs with an aggregate balance of $40.3 million and $45.3 million, respectively, were performing according to their modified terms and are therefore not considered to be nonperforming assets.
 
At September 30, 2019 and December 31, 2018, there were $54.3 million and $55.4 million, respectively, of loans classified as impaired, including TDRs. Included in impaired loans at September 30, 2019 and December 31, 2018 were $23.0 million and $23.5 million of loans, respectively, that did not require specific reserves or had previously been charged down to net realizable value. The remaining balance of impaired loans at September 30, 2019 and December 31, 2018 of $31.3 million and $32.0 million, respectively, had specific reserves that totaled $2.12 million and $2.31 million, respectively.

The table below summarizes activity in nonaccrual loans for the periods indicated.
Table 12 - Activity in Nonaccrual Loans
(in thousands)
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
 
2019
 
2018
 
2019
 
2018
 
 
Beginning Balance
$
26,597

 
$
21,817

 
$
23,778

 
$
23,658

 
 
Acquisitions

 

 

 
428

 
 
Loans placed on nonaccrual
8,722

 
5,759

 
23,797

 
16,834

 
 
Payments received
(2,107
)
 
(3,095
)
 
(8,839
)
 
(11,943
)
 
 
Loan charge-offs
(2,278
)
 
(1,588
)
 
(7,123
)
 
(4,803
)
 
 
Foreclosures
(102
)
 
(363
)
 
(781
)
 
(1,644
)
 
 
Ending Balance
$
30,832

 
$
22,530

 
$
30,832

 
$
22,530

 
 
Investment Securities
 
The composition of the investment securities portfolio reflects United’s investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of revenue. The investment securities portfolio also provides a balance to interest rate risk and credit risk in other categories of the balance sheet while providing a vehicle for the investment of available funds, furnishing liquidity, and supplying securities to pledge as required collateral for certain deposits and borrowings, including repurchase agreements.
 
At September 30, 2019 and December 31, 2018, United had debt securities held-to-maturity with a carrying amount of $243 million and $274 million, respectively, and debt securities available-for-sale totaling $2.27 billion and $2.63 billion, respectively. At September 30,

58



2019 and December 31, 2018, the securities portfolio represented approximately 20% and 23%, respectively, of total assets. During 2019, management has intentionally reduced securities and wholesale borrowings as part of a balance sheet deleveraging strategy.
 
The investment securities portfolio primarily consists of Treasury securities, U.S. government agency securities, U.S. government sponsored agency mortgage-backed securities, non-agency mortgage-backed securities, corporate securities, municipal securities and asset-backed securities. Mortgage-backed securities rely on the underlying pools of mortgage loans to provide a cash flow of principal and interest. The actual maturities of these securities will usually differ from contractual maturities because loans underlying the securities can prepay. Decreases in interest rates will generally cause an acceleration of prepayment levels. In a declining or prolonged low interest rate environment, United may not be able to reinvest the proceeds from these prepayments in assets that have comparable yields. In a rising rate environment, the opposite occurs - prepayments tend to slow and the weighted average life extends. This is referred to as extension risk which can lead to lower levels of liquidity due to the delay of cash receipts and can result in the holding of a below market yielding asset for a longer period of time. United’s asset-backed securities include collateralized loan obligations and securities backed by student loans.
 
Management evaluates its securities portfolio each quarter to determine if any security is considered to be other than temporarily impaired. In making this evaluation, management considers its ability and intent to hold securities to recover current market losses. Losses on fixed income securities at September 30, 2019 primarily reflect the effect of changes in interest rates. United did not recognize any other than temporary impairment losses on its investment securities during the three and nine months ended September 30, 2019 or 2018.
 
Goodwill and Other Intangibles
 
Goodwill represents the premium paid for acquired companies above the fair value of the assets acquired and liabilities assumed, including separately identifiable intangible assets.
 
Core deposit intangibles, representing the value of acquired deposit relationships, and noncompete agreements are amortizing intangible assets that are required to be tested for impairment only when events or circumstances indicate that impairment may exist. During the third quarter of 2019, all capitalized noncompete agreements became fully amortized. There were no events or circumstances that led management to believe that any impairment exists in goodwill or other intangible assets.
 
Deposits

Total deposits as of September 30, 2019 were $10.8 billion, which consisted of noninterest-bearing demand deposits of $3.53 billion and interest-bearing deposits of $7.23 billion. Since December 31, 2018, noninterest-bearing demand deposits increased $318 million, while interest-bearing deposits decreased $95.6 million. The decrease in interest-bearing deposits reflected a reduction in brokered deposits of $462 million pursuant to the balance sheet deleveraging strategy, partially offset by an increase in interest-bearing customer deposits of $366 million. United’s high level of service, as evidenced by its strong customer satisfaction scores, has been instrumental in attracting and retaining customer deposit accounts.
  
Borrowing Activities
 
The Bank is a shareholder in the Federal Home Loan Bank of Atlanta (“FHLB”). Through this affiliation, FHLB secured advances totaled $40 million and $160 million as of September 30, 2019 and December 31, 2018. United anticipates continued use of this short and long-term source of funds. At September 30, 2019 and December 31, 2018, United also had long-term debt outstanding of $240 million and $267 million, respectively, which includes senior debentures, subordinated debentures, trust preferred securities, and securitized notes payable. Additional information regarding FHLB advances and long-term debt is provided in Notes 12 and 13, respectively, to the consolidated financial statements included in the 2018 10-K.

Contractual Obligations
 
There have not been any material changes to United’s contractual obligations since December 31, 2018.
 
Off-Balance Sheet Arrangements
 
United is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of customers. These financial instruments include commitments to extend credit, letters of credit and financial guarantees.
 
A commitment to extend credit is an agreement to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Letters of

59



credit and financial guarantees are conditional commitments issued to guarantee a customer’s performance to a third party and have essentially the same credit risk as extending loan facilities to customers. Those commitments are primarily issued to local businesses.
 
The exposure to credit loss in the event of nonperformance by the other party to the commitments to extend credit, letters of credit and financial guarantees is represented by the contractual amount of these instruments. United uses the same credit underwriting procedures for making commitments, letters of credit and financial guarantees, as it uses for underwriting on-balance sheet instruments. Management evaluates each customer’s creditworthiness on a case-by-case basis and the amount of the collateral, if deemed necessary, is based on the credit evaluation. Collateral held varies, but may include unimproved and improved real estate, certificates of deposit, personal property or other acceptable collateral.
 
All of these instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The total amount of these instruments does not necessarily represent future cash requirements because a significant portion of these instruments expire without being used. United is not involved in off-balance sheet contractual relationships, other than those disclosed in this report, that could result in liquidity needs or other commitments, or that could significantly affect earnings. See Note 20 to the consolidated financial statements included in United’s 2018 10-K for additional information on off-balance sheet arrangements.

Interest Rate Sensitivity Management

The absolute level and volatility of interest rates can have a significant effect on profitability. The objective of interest rate risk management is to identify and manage the sensitivity of net interest revenue to changing interest rates, consistent with United’s overall financial goals. Based on economic conditions, asset quality and various other considerations, management establishes tolerance ranges for interest rate sensitivity and manages within these ranges. 

Net interest revenue and the fair value of financial instruments are influenced by changes in the level of interest rates. United limits its exposure to fluctuations in interest rates through policies established by its Asset/Liability Management Committee (“ALCO”) and approved by the Board of Directors. ALCO meets periodically and has responsibility for formulating and recommending asset/liability management policies to the Board of Directors, formulating and implementing strategies to improve balance sheet positioning and/or earnings, and reviewing interest rate sensitivity. 

One of the tools management uses to estimate and manage the sensitivity of net interest revenue to changes in interest rates is an asset/liability simulation model. Resulting estimates are based upon several assumptions for each scenario, including loan and deposit re-pricing characteristics and the rate of prepayments. ALCO periodically reviews the assumptions for reasonableness based on historical data and future expectations; however, actual net interest revenue may differ from model results. The primary objective of the simulation model is to measure the potential change in net interest revenue over time using multiple interest rate scenarios. The base scenario assumes rates remain flat and is the scenario to which all others are compared to in order to measure the change in net interest revenue. Policy limits are based on immediate rate shock scenarios, as well as gradually rising and falling rate scenarios, which are all compared to the base scenario. Other scenarios analyzed may include delayed rate shocks, yield curve steepening or flattening, or other variations in rate movements. While the primary policy scenarios focus on a 12-month time frame, longer time horizons are also modeled. 

United’s policy is based on the 12-month impact on net interest revenue of interest rate shocks and ramps that increase from 100 to 400 basis points or decrease 100 to 200 basis points from the base scenario. In the shock scenarios, rates immediately change the full amount at the scenario onset. In the ramp scenarios, rates change by 25 basis points per month. United’s policy limits the projected change in net interest revenue over the first 12 months to a 5% decrease for each 100 basis point change in the increasing and decreasing rate ramp and shock scenarios. The following table presents United’s interest sensitivity position at the dates indicated. The change in simulation model results from December 31, 2018 to September 30, 2019 was primarily a result of a change in assumptions implemented in the first quarter of 2019, rather than a reflection of a significant change in balance sheet composition.

Table 13 - Interest Sensitivity
 
 
 
Increase (Decrease) in Net Interest Revenue from Base Scenario at
 
 
 
 
September 30, 2019
 
December 31, 2018
 
 
Change in Rates
 
Shock
 
Ramp
 
Shock
 
Ramp
 
 
100 basis point increase
 
2.91
 %
 
2.18
 %
 
(0.37
)%
 
(0.81
)%
 
 
100 basis point decrease
 
(4.36
)
 
(3.45
)
 
(2.89
)
 
(2.17
)
 
 

60



Interest rate sensitivity is a function of the re-pricing characteristics of the portfolio of assets and liabilities. These re-pricing characteristics are the time frames within which the interest-earning assets and interest-bearing liabilities are subject to change in interest rates either at replacement, re-pricing or maturity. Interest rate sensitivity management focuses on the maturity structure of assets and liabilities and their re-pricing characteristics during periods of changes in market interest rates. Effective interest rate sensitivity management seeks to ensure that both assets and liabilities respond to changes in interest rates on a net basis within an acceptable timeframe, thereby minimizing the potentially adverse effect of interest rate changes on net interest revenue.
 
United has discretion in the extent and timing of deposit re-pricing depending upon the competitive pressures in the markets in which it operates. Changes in the mix of earning assets or supporting liabilities can either increase or decrease the net interest margin without affecting interest rate sensitivity. The interest rate spread between an asset and its supporting liability can vary significantly even when the timing of re-pricing for both the asset and the liability remains the same, due to the two instruments re-pricing according to different indices. This is commonly referred to as basis risk.
 
Derivative financial instruments are used to manage interest rate sensitivity. These contracts generally consist of interest rate swaps under which United pays a variable rate (or fixed rate, as the case may be) and receives a fixed rate (or variable rate, as the case may be). In addition, investment securities and wholesale funding strategies are used to manage interest rate risk.

Derivative financial instruments that are designated as accounting hedges are classified as either cash flow or fair value hedges. The change in fair value of cash flow hedges is recognized in other comprehensive income. Fair value hedges recognize in earnings both the effect of the change in the fair value of the derivative financial instrument and the offsetting effect of the change in fair value of the hedged asset or liability associated with the particular risk of that asset or liability being hedged. United has other derivative financial instruments that are not designated as accounting hedges but are used for interest rate risk management purposes and as effective economic hedges. Derivative financial instruments that are not accounted for as accounting hedges are marked to market through earnings.
 
From time to time, United will terminate hedging positions when conditions change and the position is no longer necessary to manage overall sensitivity to changes in interest rates. In those situations when the terminated contract was in an effective hedging relationship at the time of termination and the hedging relationship is expected to remain effective throughout the original term of the contract, the resulting gain or loss is amortized over the remaining life of the original contract. For swap contracts, the gain or loss is amortized over the remaining original contract term using the straight-line method of amortization. During the second quarter of 2019, United amortized the remaining balance of losses on terminated hedging positions from other comprehensive income.
 
United’s policy requires all non-customer facing derivative financial instruments be used only for asset/liability management through the hedging of specific transactions or positions, and not for trading or speculative purposes. Management believes that the risk associated with using derivative financial instruments to mitigate interest rate risk sensitivity is appropriately monitored and controlled and will not have any material adverse effect on financial condition or results of operations. In order to mitigate potential credit risk, from time to time United may require the counterparties to derivative contracts to pledge cash and/or securities as collateral to cover the net exposure.

Liquidity Management
 
Liquidity is defined as the ability to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the ability to meet the daily cash flow requirements of customers, both depositors and borrowers. The primary objective is to ensure that sufficient funding is available, at a reasonable cost, to meet ongoing operational cash needs and to take advantage of revenue producing opportunities as they arise. While the desired level of liquidity will vary depending upon a variety of factors, it is the primary goal of United to maintain a sufficient level of liquidity in all expected economic environments. To assist in determining the adequacy of its liquidity, United performs a variety of liquidity stress tests. United maintains an unencumbered liquid asset reserve to help ensure its ability to meet its obligations under normal conditions for at least a 12-month period and under severely adverse liquidity conditions for a minimum of 30 days.
 
An important part of the Bank’s liquidity resides in the asset portion of the balance sheet, which provides liquidity primarily through loan interest and principal repayments and the maturities and sales of securities, as well as the ability to use these assets as collateral for borrowings on a secured basis.
 
The Bank’s main source of liquidity is customer interest-bearing and noninterest-bearing deposit accounts. Liquidity is also available from wholesale funding sources consisting primarily of Federal funds purchased, FHLB advances and brokered deposits. These sources of liquidity are generally short-term in nature and are used as necessary to fund asset growth and meet other short-term liquidity needs.
 
In addition, because the Holding Company is a separate legal entity apart from the Bank, it must provide for its own liquidity. The Holding Company is responsible for the payment of dividends to shareholders, and interest and principal on any outstanding debt or trust preferred

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securities. The Holding Company currently has internal capital resources to meet these obligations. While the Holding Company has access to the capital markets and maintains a line of credit as a contingent funding source, the ultimate source of its liquidity is subsidiary service fees and dividends from the Bank, which are limited by applicable law and regulations. Holding Company liquidity is managed to a minimum of 15-months of positive cash flow after considering all of its liquidity needs over this period.
 
At September 30, 2019, United had sufficient qualifying collateral to increase FHLB advances by $1.17 billion and Federal Reserve discount window borrowing capacity of $1.55 billion, as well as unpledged investment securities of $1.79 billion that could be used as collateral for additional borrowings. In addition to these wholesale sources, United has the ability to attract retail deposits by competing more aggressively on pricing.
 
As disclosed in the consolidated statement of cash flows, net cash provided by operating activities was $96.1 million for the nine months ended September 30, 2019. Net income of $137 million for the nine-month period included non-cash expenses for the following: deferred income tax expense of $12.1 million, depreciation, amortization and accretion of $18.0 million, provision expense of $9.65 million and stock-based compensation expense of $7.68 million. Uses of cash from operating activities included an increase in other assets and accrued interest receivable of $47.2 million and an increase in loans held for sale of $35.7 million. Net cash provided by investing activities of $126 million consisted primarily of $226 million in proceeds from sales and $239 million in proceeds from maturities and calls of debt securities available for sale and equity securities, as well as $39.8 million in proceeds from maturities and calls of debt securities held to maturity. These sources of cash were offset by a $296 million net increase in loans, $45.6 million in purchases of debt securities available for sale and equity securities, net cash paid for acquisitions of $19.5 million, and $16.5 million in purchases of premises and equipment. Net cash used in financing activities of $188 million consisted primarily of a net decrease in FHLB advances of $120 million, cash dividends of $39.4 million and repayments of long-term debt of $27.5 million. In the opinion of management, United’s liquidity position at September 30, 2019, was sufficient to meet its expected cash flow requirements.

Capital Resources and Dividends
 
Shareholders’ equity at September 30, 2019 was $1.61 billion, an increase of $148 million from December 31, 2018 due to year-to-date earnings less dividends declared and an increase in the value of available-for-sale securities, partially offset by $13.0 million in share repurchases. Accumulated other comprehensive income (loss), which includes unrealized gains and losses on securities available-for-sale and unamortized prior service cost and actuarial gains and losses on defined benefit pension plans, is excluded in the calculation of regulatory capital adequacy ratios.

The following table shows capital ratios, as calculated under applicable regulatory guidelines, at September 30, 2019 and December 31, 2018. As of September 30, 2019, capital levels remained characterized as “well-capitalized” under the Basel III Capital Rules in effect at the time.

Table 14 – Capital Ratios
(dollars in thousands)
 
 
Basel III Guidelines
 
United Community Banks, Inc.
(Consolidated)
 
United Community Bank
 
 
Minimum (1)
 
Well
Capitalized
 
September 30, 2019
 
December 31, 2018
 
September 30, 2019
 
December 31, 2018
Risk-based ratios:
 
 
 
 
 
 
 
 
 
 
 
 
Common equity tier 1 capital
 
4.5
%
 
6.5
%
 
12.44
%
 
12.16
%
 
14.15
%
 
12.91
%
Tier 1 capital
 
6.0

 
8.0

 
12.68

 
12.42

 
14.15

 
12.91

Total capital
 
8.0

 
10.0

 
14.47

 
14.29

 
14.82

 
13.60

Leverage ratio
 
4.0

 
5.0

 
10.23

 
9.61

 
11.41

 
9.98

 
 
 
 
 
 
 
 
 
 
 
 
 
Common equity tier 1 capital
 
 
 
 
 
$
1,233,644

 
$
1,148,355

 
$
1,400,439

 
$
1,216,449

Tier 1 capital
 
 
 
 
 
1,257,894

 
1,172,605

 
1,400,439

 
1,216,449

Total capital
 
 
 
 
 
1,435,479

 
1,348,843

 
1,466,411

 
1,281,062

Risk-weighted assets
 
 
 
 
 
9,918,874

 
9,441,622

 
9,896,095

 
9,421,009

Average total assets
 
 
 
 
 
12,298,793

 
12,207,986

 
12,275,583

 
12,183,341


(1) As of September 30, 2019 and December 31, 2018 the additional capital conservation buffer in effect was 2.50% and 1.87%, respectively.


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United’s common stock trades on the Nasdaq Global Select Market under the symbol “UCBI.” Below is a quarterly schedule of high, low and closing stock prices and average daily volume for 2019 and 2018.

Table 15 - Stock Price Information
 
 
2019
 
2018
 
 
High
 
Low
 
Close
 
Avg Daily
Volume
 
High
 
Low
 
Close
 
Avg Daily
Volume
First quarter
 
$
29.79

 
$
21.19

 
$
24.93

 
507,207

 
$
33.60

 
$
27.73

 
$
31.65

 
529,613

Second quarter
 
28.98

 
24.91

 
28.56

 
427,652

 
34.18

 
30.52

 
30.67

 
402,230

Third quarter
 
$
29.28

 
$
25.24

 
$
28.35

 
357,739

 
31.93

 
27.82

 
27.89

 
414,541

Fourth quarter
 
 
 
 
 
 
 
 
 
28.88

 
20.23

 
21.46

 
509,152


Effect of Inflation and Changing Prices
 
A bank’s asset and liability structure is substantially different from that of an industrial firm in that primarily all assets and liabilities of a bank are monetary in nature with relatively little investment in fixed assets or inventories. Inflation has an important effect on the growth of total assets and the resulting need to increase equity capital at higher than normal rates in order to maintain an appropriate equity to assets ratio.
 
Management believes the effect of inflation on financial results depends on United’s ability to react to changes in interest rates, and by such reaction, reduce the inflationary effect on performance. United has an asset/liability management program to manage interest rate sensitivity. In addition, periodic reviews of banking services and products are conducted to adjust pricing in view of current and expected costs.

Item 3.    Quantitative and Qualitative Disclosure About Market Risk
 
There have been no material changes in United’s market risk as of September 30, 2019 from that presented in the 2018 10-K. The interest rate sensitivity position at September 30, 2019 is included in Table 13 in Part I - Item 2 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q.
 
Item 4.    Controls and Procedures

(a) Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of United’s disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)) as of September 30, 2019. Based on, that evaluation, United’s principal executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Changes in Internal Control Over Financial Reporting. No change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the fiscal quarter ended September 30, 2019 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Part II. OTHER INFORMATION 

Item 1. Legal Proceedings
 
In the ordinary course of business, United and the Bank are parties to various legal proceedings. Additionally, in the ordinary course of business, United and the Bank are subject to regulatory examinations and investigations. Based on our current knowledge and advice of counsel, in the opinion of management there is no such pending or threatened legal matter which would result in a material adverse effect upon the consolidated financial condition or results of operations of United.
 
Items 1A. Risk Factors
 
There have been no material changes from the risk factors previously disclosed in United’s 2018 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
The following table contains information regarding purchases of our common stock made during the quarter ended September 30, 2019 by or on behalf of United or any “affiliated purchaser,” as defined by Rule 10b-18(a)(3) of the Exchange Act:

Issuer Purchases of Equity Securities
(Dollars in thousands, except for per share amounts)
 
Total
Number of
Shares
Purchased
 
Average
Price Paid
per Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
 
Maximum Number (or
Approximate Dollar
Value) of Shares that May
Yet Be Purchased Under
the Plans or Programs (1)
July 1, 2019 - July 31, 2019
 

 
$

 

 
$
42,160

August 1, 2019 - August 31, 2019
 
195,443

 
26.51

 
195,443

 
36,980

September 1, 2019 - September 30, 2019
 

 

 

 
36,980

Total
 
195,443

 
$
26.51

 
195,443

 
$
36,980

 
(1) In November 2018, United announced that its Board of Directors approved an increase and extension of its ongoing common stock repurchase program, authorizing $50 million of repurchases of United’s outstanding common stock. The program is scheduled to expire upon the earlier of United’s repurchase of shares of its common stock having an aggregate purchase price of $50 million and December 31, 2019. Under the program, the shares may be repurchased in the open market or in privately negotiated transactions, from time to time, subject to market and other conditions. The approved share repurchase program does not obligate United to repurchase any dollar amount or number of shares, and the program may be extended, modified, suspended, or discontinued at any time. In November of 2019, the Board of Directors authorized an updated repurchase program for $50 million of its common shares that may be acquired through December 31, 2020.
 


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Item 6. Exhibits
 
Exhibit No.
 
Description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101
 
Interactive data files for United Community Bank, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, formatted in Inline XBRL: (i) the Consolidated Balance Sheets (unaudited); (ii) the Consolidated Statements of Income (unaudited); (iii) the Consolidated Statements of Comprehensive Income (unaudited); (iv) the Condensed Consolidated Statements in Shareholders’ Equity (unaudited); (v) the Condensed Consolidated Statements of Cash Flows (unaudited); and (vi) the Notes to Condensed Consolidated Financial Statements (unaudited).
 
 
 
104
 
The cover page from United Community Bank’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (formatted in Inline XBRL and included in Exhibit 101)


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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 COMMUNITY BANKS, INC.
 
 
 
/s/ H. Lynn Harton
 
H. Lynn Harton
 
President and Chief Executive Officer
 
(Principal Executive Officer)
 
 
 
/s/ Jefferson L. Harralson
 
Jefferson L. Harralson
 
Executive Vice President and Chief Financial Officer
 
(Principal Financial Officer)
 
 
 
/s/ Alan H. Kumler
 
Alan H. Kumler
 
Senior Vice President and Chief Accounting Officer
 
(Principal Accounting Officer)
 
 
 
Date:  November 7, 2019
 


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