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



 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
 
 
 
 
 
FORM 10-Q
 
 
 
 
 
 
 
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
 
 
 
 
 
 
For the Quarterly Period Ended March 31, 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
 
 
(Telephone Number)
 
 
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 ý 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 ý 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. (Check one):
Large accelerated filer ý
Accelerated filer ¨
Non-accelerated filer ¨ 
Smaller reporting company ¨
Emerging growth company ¨
 

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 
YES ¨ NO ý

Common stock, par value $1 per share 79,039,390 shares outstanding as of April 30, 2019.
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
 




INDEX
 
 
 
 
 
 
Item 1.  
Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2



Part I – Financial Information
UNITED COMMUNITY BANKS, INC.
Consolidated Statements of Income (Unaudited)
 
 
Three Months Ended March 31,
(in thousands, except per share data)
 
2019
 
2018
 
 
 
 
 
Interest revenue:
 
 

 
 

Loans, including fees
 
$
115,259

 
$
96,469

Investment securities, including tax exempt of $1,169 and $972
 
20,818

 
18,295

Deposits in banks and short-term investments
 
439

 
526

Total interest revenue
 
136,516

 
115,290

 
 
 
 
 
Interest expense:
 
 
 
 
Deposits:
 
 
 
 
NOW and interest-bearing demand
 
3,536

 
1,113

Money market
 
4,205

 
2,175

Savings
 
32

 
49

Time
 
8,184

 
2,956

Total deposit interest expense
 
15,957

 
6,293

Short-term borrowings
 
161

 
300

Federal Home Loan Bank advances
 
1,422

 
2,124

Long-term debt
 
3,342

 
3,288

Total interest expense
 
20,882

 
12,005

Net interest revenue
 
115,634

 
103,285

Provision for credit losses
 
3,300

 
3,800

Net interest revenue after provision for credit losses
 
112,334

 
99,485

 
 
 
 
 
Noninterest income:
 
 
 
 
Service charges and fees
 
8,453

 
8,925

Mortgage loan and other related fees
 
3,748

 
5,359

Brokerage fees
 
1,337

 
872

Gains from sales of SBA/USDA loans
 
1,303

 
1,778

Securities losses, net
 
(267
)
 
(940
)
Other
 
6,394

 
6,402

Total noninterest income
 
20,968

 
22,396

Total revenue
 
133,302

 
121,881

 
 
 
 
 
Noninterest expenses:
 
 
 
 
Salaries and employee benefits
 
47,503

 
42,875

Communications and equipment
 
5,788

 
4,632

Occupancy
 
5,584

 
5,613

Advertising and public relations
 
1,286

 
1,515

Postage, printing and supplies
 
1,586

 
1,637

Professional fees
 
3,161

 
4,044

FDIC assessments and other regulatory charges
 
1,710

 
2,476

Amortization of intangibles
 
1,293

 
1,898

Merger-related and other charges
 
546

 
2,054

Other
 
7,627

 
6,731

Total noninterest expenses
 
76,084

 
73,475

Net income before income taxes
 
57,218

 
48,406

Income tax expense
 
12,956

 
10,748

Net income
 
$
44,262

 
$
37,658

 
 
 
 
 
Net income available to common shareholders
 
$
43,947

 
$
37,381

 
 
 
 
 
Earnings per common share:
 
 
 
 
Basic
 
$
0.55

 
$
0.47

Diluted
 
0.55

 
0.47

Weighted average common shares outstanding:
 
 
 
 
Basic
 
79,807

 
79,205

Diluted
 
79,813

 
79,215

See accompanying notes to consolidated financial statements. 

3



UNITED COMMUNITY BANKS, INC.
Consolidated Statements of Comprehensive Income (Unaudited)
(in thousands)
 
Three Months Ended March 31,
 
 
Before-tax
Amount
 
Tax 
(Expense)
Benefit
 
Net of Tax
Amount
2019
 
 
 
 
 
 
Net income
 
$
57,218

 
$
(12,956
)
 
$
44,262

Other comprehensive income:
 
 
 
 
 
 
Unrealized gains on available-for-sale securities:
 
 
 
 
 
 
Unrealized holding gains arising during period
 
33,174

 
(8,049
)
 
25,125

Reclassification adjustment for losses included in net income
 
267

 
(68
)
 
199

Net unrealized gains
 
33,441

 
(8,117
)
 
25,324

Amortization of losses included in net income on available-for-sale securities transferred to held-to-maturity
 
84

 
(20
)
 
64

Amortization of losses included in net income on terminated derivative financial instruments that were previously accounted for as cash flow hedges
 
102

 
(26
)
 
76

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

 
(44
)
 
130

 
 
 
 
 
 
 
Total other comprehensive income
 
33,801

 
(8,207
)
 
25,594

 
 
 
 
 
 
 
Comprehensive income
 
$
91,019

 
$
(21,163
)
 
$
69,856

 
 
 
 
 
 
 
2018
 
 
 
 
 
 
Net income
 
$
48,406

 
$
(10,748
)
 
$
37,658

Other comprehensive loss:
 
 
 
 
 
 
Unrealized losses on available-for-sale securities:
 
 
 
 
 
 
Unrealized holding losses arising during period
 
(29,265
)
 
7,155

 
(22,110
)
Reclassification adjustment for losses included in net income
 
940

 
(221
)
 
719

Net unrealized losses
 
(28,325
)
 
6,934

 
(21,391
)
Amortization of losses included in net income on available-for-sale securities transferred to held-to-maturity
 
222

 
(54
)
 
168

Amortization of losses included in net income on terminated derivative financial instruments that were previously accounted for as cash flow hedges
 
147

 
(38
)
 
109

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

 
(58
)
 
169

Net defined benefit pension plan activity
 
222

 
(57
)
 
165

 
 
 
 
 
 
 
Total other comprehensive loss
 
(27,734
)
 
6,785

 
(20,949
)
 
 
 
 
 
 
 
Comprehensive income
 
$
20,672

 
$
(3,963
)
 
$
16,709


See accompanying notes to consolidated financial statements.

4



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

 
 

Cash and due from banks
 
$
118,659

 
$
126,083

Interest-bearing deposits in banks (includes restricted cash of $6.43 million and $6.70 million)
 
206,836

 
201,182

Cash and cash equivalents
 
325,495

 
327,265

Debt securities available for sale
 
2,454,625

 
2,628,467

Debt securities held to maturity (fair value $265,117 and $268,803)
 
265,329

 
274,407

Loans held for sale at fair value
 
26,341

 
18,935

Loans and leases, net of unearned income
 
8,493,254

 
8,383,401

Less allowance for loan and lease losses
 
(61,642
)
 
(61,203
)
Loans and leases, net
 
8,431,612

 
8,322,198

Premises and equipment, net
 
214,022

 
206,140

Bank owned life insurance
 
193,489

 
192,616

Accrued interest receivable
 
35,126

 
35,413

Net deferred tax asset
 
51,055

 
64,224

Derivative financial instruments
 
25,924

 
24,705

Goodwill and other intangible assets
 
322,779

 
324,072

Other assets
 
160,030

 
154,750

Total assets
 
$
12,505,827

 
$
12,573,192

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
Liabilities:
 
 
 
 
Deposits:
 
 
 
 
Noninterest-bearing demand
 
$
3,313,861

 
$
3,210,220

NOW and interest-bearing demand
 
2,205,117

 
2,274,775

Money market
 
2,106,045

 
2,097,526

Savings
 
681,739

 
669,886

Time
 
1,668,563

 
1,598,391

Brokered
 
558,981

 
683,715

Total deposits
 
10,534,306

 
10,534,513

Federal Home Loan Bank advances
 
40,000

 
160,000

Long-term debt
 
257,259

 
267,189

Derivative financial instruments
 
18,789

 
26,433

Accrued expenses and other liabilities
 
147,315

 
127,503

Total liabilities
 
10,997,669

 
11,115,638

Shareholders' equity:
 
 
 
 
Common stock, $1 par value; 150,000,000 shares authorized;
    79,035,459 and 79,234,077 shares issued and outstanding
 
79,035

 
79,234

Common stock issuable; 621,491 and 674,499 shares
 
10,291

 
10,744

Capital surplus
 
1,494,400

 
1,499,584

Accumulated deficit
 
(59,573
)
 
(90,419
)
Accumulated other comprehensive loss
 
(15,995
)
 
(41,589
)
Total shareholders' equity
 
1,508,158

 
1,457,554

Total liabilities and shareholders' equity
 
$
12,505,827

 
$
12,573,192

 
See accompanying notes to consolidated financial statements.

5



UNITED COMMUNITY BANKS, INC.
Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)
For the Three Months Ended March 31,
(in thousands, except share and per share data)
 
Common Stock
 
Common Stock Issuable
 
Capital Surplus
 
Accumulated Deficit
 
Accumulated Other Comprehensive Income (Loss)
 
Total
Balance, December 31, 2017
 
$
77,580

 
$
9,083

 
$
1,451,814

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

Net income
 
 
 
 
 
 
 
37,658

 
 
 
37,658

Other comprehensive loss
 
 
 
 
 
 
 
 
 
(20,949
)
 
(20,949
)
Common stock issued to dividend
   reinvestment plan and employee benefit
   plans (5,204 shares)
 
5

 
 
 
139

 
 
 
 
 
144

Common stock issued for acquisition
   (1,443,987 shares)
 
1,444

 
 
 
44,302

 
 
 
 
 
45,746

Amortization of stock option and restricted
   stock awards
 
 
 
 
 
1,148

 
 
 
 
 
1,148

Vesting of restricted stock and exercise
   of stock options, net of shares surrendered to
   cover payroll taxes (48,310 shares issued,
   46,074 shares deferred)
 
48

 
850

 
(1,725
)
 
 
 
 
 
(827
)
Deferred compensation plan, net, including
  dividend equivalents
 
 
 
143

 
 
 
 
 
 
 
143

Shares issued from deferred compensation
   plan, net of shares surrendered to cover
   payroll taxes (45,558 shares)
 
46

 
(684
)
 
629

 
 
 
 
 
(9
)
Common stock dividends ($0.12 per share)
 
 
 
 
 
 
 
(9,633
)
 
 
 
(9,633
)
Balance, March 31, 2018
 
$
79,123

 
$
9,392

 
$
1,496,307

 
$
(181,877
)
 
$
(46,190
)
 
$
1,356,755

 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2018
 
$
79,234

 
$
10,744

 
$
1,499,584

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

Net income
 
 
 
 
 
 
 
44,262

 
 
 
44,262

Other comprehensive income
 
 
 
 
 
 
 
 
 
25,594

 
25,594

Exercise of stock options (12,000 shares)
 
12

 
 
 
185

 
 
 
 
 
197

Common stock issued to dividend
   reinvestment plan and employee benefit
   plans (8,445 shares)
 
8

 
 
 
178

 
 
 
 
 
186

Amortization of restricted stock awards
 
 
 
 
 
1,985

 
 
 
 
 
1,985

Vesting of restricted stock, net of shares
   surrendered to cover payroll taxes (15,945
   shares issued, 19,450 shares deferred)
 
16

 
532

 
(865
)
 
 
 
 
 
(317
)
Purchases of common stock (305,052 shares)
 
(305
)
 
 
 
(7,535
)
 
 
 
 
 
(7,840
)
Deferred compensation plan, net, including
   dividend equivalents
 
 
 
185

 
 
 
 
 
 
 
185

Shares issued from deferred compensation
   plan, net of shares surrendered to cover
   payroll taxes (70,044 shares)
 
70

 
(1,170
)
 
868

 
 
 
 
 
(232
)
Common stock dividends ($0.16 per share)
 
 
 
 
 
 
 
(12,867
)
 
 
 
(12,867
)
Adoption of new accounting standard
 
 
 
 
 
 
 
(549
)
 
 
 
(549
)
Balance, March 31, 2019
 
$
79,035

 
$
10,291

 
$
1,494,400

 
$
(59,573
)
 
$
(15,995
)
 
$
1,508,158


See accompanying notes to consolidated financial statements.

6



UNITED COMMUNITY BANKS, INC.
Consolidated Statements of Cash Flows (Unaudited)
 
 
Three Months Ended March 31,
(in thousands)
 
2019
 
2018
Operating activities:
 
 

 
 

Net income
 
$
44,262

 
$
37,658

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation, amortization and accretion
 
6,373

 
10,487

Provision for credit losses
 
3,300

 
3,800

Stock based compensation
 
1,985

 
1,148

Deferred income tax expense
 
658

 
10,225

Securities losses, net
 
267

 
940

Gains from sales of SBA/USDA loans
 
(1,303
)
 
(1,778
)
Net (gains) losses and write downs on sales of other real estate owned
 
(45
)
 
188

Changes in assets and liabilities:
 
 
 
 
Other assets and accrued interest receivable
 
(6,206
)
 
(385
)
Accrued expenses and other liabilities
 
(5,994
)
 
1,371

Loans held for sale
 
(7,406
)
 
8,833

Net cash provided by operating activities
 
35,891

 
72,487

 
 
 
 
 
Investing activities:
 
 
 
 
Debt securities held to maturity:
 
 
 
 
Proceeds from maturities and calls of securities held to maturity
 
9,049

 
13,832

Purchases of securities held to maturity
 

 
(4,781
)
Debt securities available for sale and equity securities:
 
 
 
 
Proceeds from sales of securities available for sale
 
178,604

 
113,961

Proceeds from maturities and calls of securities available for sale
 
60,779

 
85,331

Purchases of securities available for sale
 
(34,729
)
 
(30,161
)
Net increase in loans
 
(90,380
)
 
(79,404
)
Proceeds from sales of premises and equipment
 
105

 
195

Purchases of premises and equipment
 
(11,686
)
 
(6,107
)
Net cash paid for acquisition
 

 
(56,800
)
Proceeds from sale of other real estate
 
974

 
957

Net cash provided by investing activities
 
112,716

 
37,023

 
 
 
 
 
Financing activities:
 
 
 
 
Net change in deposits
 
117

 
186,089

Net change in short-term borrowings
 

 
(264,923
)
Repayment of long-term debt
 
(10,110
)
 
(12,309
)
Proceeds from FHLB advances
 
780,000

 
760,000

Repayment of FHLB advances
 
(900,000
)
 
(830,000
)
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
 
186

 
144

Proceeds from exercise of stock options
 
197

 

Cash paid for shares withheld to cover payroll taxes upon vesting of restricted stock
 
(549
)
 
(836
)
Repurchase of common stock
 
(7,342
)
 

Cash dividends on common stock
 
(12,876
)
 
(7,885
)
Net cash used in financing activities
 
(150,377
)
 
(71,532
)
 
 
 
 
 
Net change in cash and cash equivalents, including restricted cash
 
(1,770
)
 
37,978

 
 
 
 
 
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
 
$
325,495

 
$
352,253

 
 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
 
Interest paid
 
$
22,963

 
$
13,069

Income taxes paid
 
939

 
811

Significant non-cash investing and financing transactions:
 
 
 
 
Unsettled securities purchases
 

 
4,790

Unsettled government guaranteed loan sales
 
13,934

 
14,240

Transfers of loans to foreclosed properties
 
751

 
625

Unsettled repurchases of common stock
 
498

 

Acquisitions:
 
 
 
 
Assets acquired
 

 
480,679

Liabilities assumed
 

 
350,433

Net assets acquired
 

 
130,246

Common stock issued in acquisitions
 

 
45,746

See accompanying notes to consolidated financial statements. 

7

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



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.
 
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 statement. The results for interim periods are not necessarily indicative of results for the full year or any other interim periods.

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. The new guidance replaces the incurred loss impairment methodology in current GAAP with a current expected credit loss (“CECL”) methodology and requires consideration of a broader range of information to determine credit loss estimates. 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 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 (“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 first quarter 2019, management’s CECL steering committee continued the process of populating relevant data, building models and documenting processes and controls in preparation for adoption of Topic 326. During the remainder of 2019, management plans to run multiple parallel runs of the allowance model under the expected credit loss methodology, starting with a loan-focused parallel run using first quarter data. Management will incrementally widen the scope of model runs thereafter until a full CECL run is completed. During monthly steering committee meetings, management regularly reviews project status, gap remediation efforts and project priorities.

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 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 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 5 and 14 for additional information on direct financing leases and operating leases, respectively.

8

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


 
Note 3 – 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 March 31, 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
 
 
March 31, 2019
 
 
 
Net Asset Balance
 
Financial
Instruments
 
Collateral
Received
 
Net
Amount
Derivatives
 
$
25,924

 
$

 
$
25,924

 
$
(2,295
)
 
$
(1,797
)
 
$
21,832

Total
 
$
25,924

 
$

 
$
25,924

 
$
(2,295
)
 
$
(1,797
)
 
$
21,832

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
 
$
18,789

 
$

 
$
18,789

 
$
(2,295
)
 
$
(11,870
)
 
$
4,624

Total
 
$
18,789

 
$

 
$
18,789

 
$
(2,295
)
 
$
(11,870
)
 
$
4,624

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 March 31, 2019, United recognized the right to reclaim cash collateral of $11.9 million and the obligation to return cash collateral of $1.80 million. 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.

9

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


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 4 – 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 March 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and political subdivisions
$
65,519

 
$
1,443

 
$
456

 
$
66,506

Residential mortgage-backed securities
170,980

 
1,078

 
2,532

 
169,526

Commercial mortgage-backed securities
28,830

 
323

 
68

 
29,085

Total
$
265,329

 
$
2,844

 
$
3,056

 
$
265,117

 
 
 
 
 
 
 
 
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



10

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



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 March 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
$
142,409

 
$
22

 
$
576

 
$
141,855

U.S. Government agencies
4,812

 
292

 
3

 
5,101

State and political subdivisions
217,120

 
5,124

 
64

 
222,180

Residential mortgage-backed securities
1,414,612

 
9,222

 
9,749

 
1,414,085

Commercial mortgage-backed securities
345,198

 
432

 
2,291

 
343,339

Corporate bonds
200,471

 
506

 
301

 
200,676

Asset-backed securities
128,359

 
183

 
1,153

 
127,389

Total
$
2,452,981

 
$
15,781

 
$
14,137

 
$
2,454,625

 
 
 
 
 
 
 
 
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 $842 million and $925 million were pledged to secure public deposits, derivatives and other secured borrowings at March 31, 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 March 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and political subdivisions
$

 
$

 
$
22,356

 
$
456

 
$
22,356

 
$
456

Residential mortgage-backed securities

 

 
112,921

 
2,532

 
112,921

 
2,532

Commercial mortgage-backed securities

 

 
4,095

 
68

 
4,095

 
68

Total unrealized loss position
$

 
$

 
$
139,372

 
$
3,056

 
$
139,372

 
$
3,056

 
 
 
 
 
 
 
 
 
 
 
 
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

 

11

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


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 March 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
$

 
$

 
$
122,122

 
$
576

 
$
122,122

 
$
576

U.S. Government agencies

 

 
471

 
3

 
471

 
3

State and political subdivisions
415

 
1

 
18,186

 
63

 
18,601

 
64

Residential mortgage-backed securities
47,263

 
644

 
665,525

 
9,105

 
712,788

 
9,749

Commercial mortgage-backed securities

 

 
237,883

 
2,291

 
237,883

 
2,291

Corporate bonds

 

 
108,272

 
301

 
108,272

 
301

Asset-backed securities
71,224

 
720

 
17,825

 
433

 
89,049

 
1,153

Total unrealized loss position
$
118,902

 
$
1,365

 
$
1,170,284

 
$
12,772

 
$
1,289,186

 
$
14,137

 
 
 
 
 
 
 
 
 
 
 
 
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 March 31, 2019, there were 174 debt securities available-for-sale and 56 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 March 31, 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 months ended March 31, 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 months ended March 31, 2019 and 2018 (in thousands)
 
 
Three Months Ended March 31,
 
 
 
2019
 
2018
 
 
 
 
 
 
 
 
Proceeds from sales
$
178,604

 
$
113,961

 
 
 
 
 
 
 
 
Gross gains on sales
$
1,287

 
$
417

 
 
Gross losses on sales
(1,554
)
 
(1,357
)
 
 
Net losses on sales of securities
$
(267
)
 
$
(940
)
 
 
 
 
 
 
 
 
Income tax benefit attributable to sales
$
(68
)
 
$
(221
)
 
 


12

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


The amortized cost and fair value of debt securities available-for-sale and held-to-maturity at March 31, 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:
 

 
 

 
 

 
 

1 to 5 years
$
142,409

 
$
141,855

 
$

 
$

 
142,409

 
141,855

 

 

 
 
 
 
 
 
 
 
U.S. Government agencies:
 
 
 
 
 
 
 
1 to 5 years
474

 
471

 

 

More than 10 years
4,338

 
4,630

 

 

 
4,812

 
5,101

 

 

 
 
 
 
 
 
 
 
State and political subdivisions:
 
 
 
 
 
 
 
Within 1 year
500

 
502

 
3,250

 
3,262

1 to 5 years
36,058

 
36,060

 
11,567

 
12,024

5 to 10 years
35,888

 
36,743

 
7,753

 
8,423

More than 10 years
144,674

 
148,875

 
42,949

 
42,797

 
217,120

 
222,180

 
65,519

 
66,506

 
 
 
 
 
 
 
 
Corporate bonds:
 
 
 
 
 
 
 
Within 1 year
10,239

 
10,219

 

 

1 to 5 years
187,732

 
187,948

 

 

5 to 10 years
1,500

 
1,514

 

 

More than 10 years
1,000

 
995

 

 

 
200,471

 
200,676

 

 

 
 
 
 
 
 
 
 
Asset-backed securities:
 
 
 
 
 
 
 
1 to 5 years
2,121

 
2,107

 

 

More than 10 years
126,238

 
125,282

 

 

 
128,359

 
127,389

 

 

 
 
 
 
 
 
 
 
Total securities other than mortgage-backed securities:
 
 
 
 
 
 
 
Within 1 year
10,739

 
10,721

 
3,250

 
3,262

1 to 5 years
368,794

 
368,441

 
11,567

 
12,024

5 to 10 years
37,388

 
38,257

 
7,753

 
8,423

More than 10 years
276,250

 
279,782

 
42,949

 
42,797

Residential mortgage-backed securities
1,414,612

 
1,414,085

 
170,980

 
169,526

Commercial mortgage-backed securities
345,198

 
343,339

 
28,830

 
29,085

 
$
2,452,981

 
$
2,454,625

 
$
265,329

 
$
265,117


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

13

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


Note 5 – 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).
 
March 31, 2019
 
December 31, 2018
Owner occupied commercial real estate
$
1,620,068

 
$
1,647,904

Income producing commercial real estate
1,867,425

 
1,812,420

Commercial & industrial
1,283,865

 
1,278,347

Commercial construction
865,666

 
796,158

Equipment financing
605,984

 
564,614

Total commercial
6,243,008

 
6,099,443

Residential mortgage
1,063,840

 
1,049,232

Home equity lines of credit
683,771

 
694,010

Residential construction
200,708

 
211,011

Consumer direct
121,174

 
122,013

Indirect auto
180,753

 
207,692

 
 
 
 
Total loans
8,493,254

 
8,383,401

 
 
 
 
Less allowance for loan losses
(61,642
)
 
(61,203
)
 
 
 
 
Loans, net
$
8,431,612

 
$
8,322,198

 
At March 31, 2019 and December 31, 2018, loans totaling $4.03 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 March 31, 2019, the carrying value and outstanding balance of purchased credit impaired (“PCI”) loans accounted for under ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, were $68.7 million and $100 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 March 31,
 
 
 
2019
 
2018
 
 
Balance at beginning of period
$
26,868

 
$
17,686

 
 
Additions due to acquisitions

 
1,830

 
 
Accretion
(4,813
)
 
(2,546
)
 
 
Reclassification from nonaccretable difference
2,706

 
591

 
 
Changes in expected cash flows that do not affect nonaccretable difference
1,863

 
475

 
 
Balance at end of period
$
26,624

 
$
18,036

 
 
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 March 31, 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 $4.44 million and $4.31 million, respectively. At March 31, 2019, the net fair value discount of $4.44 million 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 $3.03 million and $3.72 million, respectively, as of March 31, 2019 and December 31, 2018.


14

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


At March 31, 2019 and December 31, 2018, equipment financing assets included direct financing leases of $33.5 million and $30.4 million, respectively. The components of the net investment in leases are presented below (in thousands)
 
 
March 31, 2019
 
December 31, 2018
 
 
Minimum future lease payments receivable
$
35,385

 
$
31,915

 
 
Estimated residual value of leased equipment
3,791

 
3,593

 
 
Initial direct costs
856

 
827

 
 
Security deposits
(1,173
)
 
(1,189
)
 
 
Purchase accounting premium
644

 
806

 
 
Unearned income
(6,011
)
 
(5,568
)
 
 
Net investment in leases
$
33,492

 
$
30,384

 
 
Minimum future lease payments expected to be received from lease contracts as of March 31, 2019 are as follows (in thousands)
 
Year
 
 
 
Remainder of 2019
$
10,384

 
 
2020
10,960

 
 
2021
7,156

 
 
2022
4,249

 
 
2023
2,046

 
 
Thereafter
590

 
 
Total
$
35,385

 


15

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


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 March 31,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
)
 
$
69

 
$
(397
)
 
$
11,874

 
$
14,776

 
$
(60
)
 
$
103

 
$
(258
)
 
$
14,561

Income producing commercial real estate
 
11,073

 
(197
)
 
20

 
230

 
11,126

 
9,381

 
(657
)
 
235

 
817

 
9,776

Commercial & industrial
 
4,802

 
(1,519
)
 
163

 
1,449

 
4,895

 
3,971

 
(384
)
 
389

 
99

 
4,075

Commercial construction
 
10,337

 
(69
)
 
394

 
(387
)
 
10,275

 
10,523

 
(363
)
 
97

 
(223
)
 
10,034

Equipment financing
 
5,452

 
(1,424
)
 
143

 
2,060

 
6,231

 

 
(139
)
 
97

 
2,333

 
2,291

Residential mortgage
 
8,295

 
(61
)
 
48

 
63

 
8,345

 
10,097

 
(70
)
 
123

 
71

 
10,221

Home equity lines of credit
 
4,752

 
(337
)
 
122

 
260

 
4,797

 
5,177

 
(124
)
 
35

 
(156
)
 
4,932

Residential construction
 
2,433

 
(4
)
 
26

 
(65
)
 
2,390

 
2,729

 

 
64

 
251

 
3,044

Consumer direct
 
853

 
(547
)
 
207

 
324

 
837

 
710

 
(651
)
 
160

 
514

 
733

Indirect auto
 
999

 
(197
)
 
38

 
32

 
872

 
1,550

 
(436
)
 
80

 
224

 
1,418

Total allowance for loan losses
 
61,203

 
(4,360
)
 
1,230

 
3,569

 
61,642

 
58,914

 
(2,884
)
 
1,383

 
3,672

 
61,085

Allowance for unfunded commitments
 
3,410

 

 

 
(269
)
 
3,141

 
2,312

 

 

 
128

 
2,440

Total allowance for credit losses
 
$
64,613

 
$
(4,360
)
 
$
1,230

 
$
3,300

 
$
64,783

 
$
61,226

 
$
(2,884
)
 
$
1,383

 
$
3,800

 
$
63,525


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
 
March 31, 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
$
825

 
$
10,894

 
$
155

 
$
11,874

 
$
862

 
$
11,328

 
$
17

 
$
12,207

Income producing commercial real estate
280

 
10,846

 

 
11,126

 
402

 
10,671

 

 
11,073

Commercial & industrial
36

 
4,855

 
4

 
4,895

 
32

 
4,761

 
9

 
4,802

Commercial construction
68

 
10,001

 
206

 
10,275

 
71

 
9,974

 
292

 
10,337

Equipment financing

 
5,988

 
243

 
6,231

 

 
5,045

 
407

 
5,452

Residential mortgage
916

 
7,403

 
26

 
8,345

 
861

 
7,410

 
24

 
8,295

Home equity lines of credit
1

 
4,796

 

 
4,797

 
1

 
4,740

 
11

 
4,752

Residential construction
63

 
2,327

 

 
2,390

 
51

 
2,382

 

 
2,433

Consumer direct
5

 
832

 

 
837

 
6

 
847

 

 
853

Indirect auto
25

 
847

 

 
872

 
26

 
973

 

 
999

Total allowance for loan losses
2,219

 
58,789

 
634

 
61,642

 
2,312

 
58,131

 
760

 
61,203

Allowance for unfunded commitments

 
3,141

 

 
3,141

 

 
3,410

 

 
3,410

Total allowance for credit losses
$
2,219

 
$
61,930

 
$
634

 
$
64,783

 
$
2,312

 
$
61,541

 
$
760

 
$
64,613


16

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


 
Loans Outstanding
 
March 31, 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
$
17,238

 
$
1,594,226

 
$
8,604

 
$
1,620,068

 
$
17,602

 
$
1,620,450

 
$
9,852

 
$
1,647,904

Income producing commercial real estate
14,125

 
1,817,203

 
36,097

 
1,867,425

 
16,584

 
1,757,525

 
38,311

 
1,812,420

Commercial & industrial
1,701

 
1,281,823

 
341

 
1,283,865

 
1,621

 
1,276,318

 
408

 
1,278,347

Commercial construction
2,379

 
857,683

 
5,604

 
865,666

 
2,491

 
787,760

 
5,907

 
796,158

Equipment financing

 
599,243

 
6,741

 
605,984

 

 
556,672

 
7,942

 
564,614

Residential mortgage
15,453

 
1,039,582

 
8,805

 
1,063,840

 
14,220

 
1,025,862

 
9,150

 
1,049,232

Home equity lines of credit
255

 
682,047

 
1,469

 
683,771

 
276

 
692,122

 
1,612

 
694,010

Residential construction
1,340

 
198,787

 
581

 
200,708

 
1,207

 
209,070

 
734

 
211,011

Consumer direct
199

 
120,499

 
476

 
121,174

 
211

 
121,269

 
533

 
122,013

Indirect auto
1,104

 
179,649

 

 
180,753

 
1,237

 
206,455

 

 
207,692

Total loans
$
53,794

 
$
8,370,742

 
$
68,718

 
$
8,493,254

 
$
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. Management individually evaluates certain impaired loans, including all non-PCI relationships that are on nonaccrual with a balance of $500,000 or greater and all troubled debt restructurings (“TDRs”) regardless of accrual status, for impairment. Impairment is measured based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent. A specific reserve is established for impaired loans for the amount of calculated impairment, if any. Interest payments received on impaired nonaccrual loans are applied as a reduction of the recorded investment in the loan. For impaired loans not on nonaccrual status, interest is accrued according to the terms of the loan agreement. Loans are evaluated for impairment quarterly and specific reserves are established in the allowance for loan losses for any measured impairment.
 
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.
 
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 carefully 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 and Senior Credit Officers.

17

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


 
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.
 
The following table presents loans individually evaluated for impairment by class as of the dates indicated (in thousands).
 
March 31, 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
$
8,159

 
$
6,089

 
$

 
$
8,650

 
$
6,546

 
$

Income producing commercial real estate
8,333

 
8,227

 

 
9,986

 
9,881

 

Commercial & industrial
522

 
360

 

 
525

 
370

 

Commercial construction
119

 
113

 

 
685

 
507

 

Equipment financing

 

 

 

 

 

Total commercial
17,133

 
14,789

 

 
19,846

 
17,304

 

Residential mortgage
6,513

 
5,890

 

 
5,787

 
5,202

 

Home equity lines of credit
275

 
215

 

 
330

 
234

 

Residential construction
753

 
624

 

 
554

 
428

 

Consumer direct
15

 
15

 

 
18

 
17

 

Indirect auto
142

 
130

 

 
294

 
292

 

Total with no related allowance recorded
24,831

 
21,663

 

 
26,829

 
23,477

 

 
 
 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
11,191

 
11,149

 
825

 
11,095

 
11,056

 
862

Income producing commercial real estate
6,166

 
5,898

 
280

 
6,968

 
6,703

 
402

Commercial & industrial
1,746

 
1,341

 
36

 
1,652

 
1,251

 
32

Commercial construction
2,503

 
2,266

 
68

 
2,130

 
1,984

 
71

Equipment financing

 

 

 

 

 

Total commercial
21,606

 
20,654

 
1,209

 
21,845

 
20,994

 
1,367

Residential mortgage
9,713

 
9,563

 
916

 
9,169

 
9,018

 
861

Home equity lines of credit
43

 
40

 
1

 
45

 
42

 
1

Residential construction
727

 
716

 
63

 
791

 
779

 
51

Consumer direct
189

 
184

 
5

 
199

 
194

 
6

Indirect auto
975

 
974

 
25

 
946

 
945

 
26

Total with an allowance recorded
33,253

 
32,131

 
2,219

 
32,995

 
31,972

 
2,312

Total
$
58,084

 
$
53,794

 
$
2,219

 
$
59,824

 
$
55,449

 
$
2,312

 
As of March 31, 2019 and December 31, 2018, $2.22 million and $2.31 million, respectively, of specific reserves were allocated to customers whose loan terms have been modified in TDRs. As of March 31, 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” where 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 where 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.
 

18

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


Loans modified under the terms of a TDR during the three months ended March 31, 2019 and 2018 are presented in the table below. In addition, the following 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 March 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 

 
$

 
$

 
$

 
$

 
$

 

 
$

Income producing commercial real estate
 
1

 
169

 

 
169

 

 
169

 

 

Commercial & industrial
 
1

 
7

 

 

 
7

 
7

 

 

Commercial construction
 

 

 

 

 

 

 

 

Equipment financing
 

 

 

 

 

 

 

 

Total commercial
 
2

 
176

 

 
169

 
7

 
176

 

 

Residential mortgage
 
2

 
345

 

 
344

 

 
344

 

 

Home equity lines of credit
 

 

 

 

 

 

 

 

Residential construction
 

 

 

 

 

 

 

 

Consumer direct
 

 

 

 

 

 

 

 

Indirect auto
 
6

 
66

 

 

 
57

 
57

 

 

Total loans
 
10

 
$
587

 
$

 
$
513

 
$
64

 
$
577

 

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
3

 
$
994

 
$

 
$
978

 
$

 
$
978

 
2

 
$
1,586

Income producing commercial real estate
 

 

 

 

 

 

 

 

Commercial & industrial
 
1

 
81

 

 
5

 

 
5

 

 

Commercial construction
 

 

 

 

 

 

 

 

Equipment financing
 

 

 

 

 

 

 

 

Total commercial
 
4

 
1,075

 

 
983

 

 
983

 
2

 
1,586

Residential mortgage
 
2

 
340

 

 
340

 

 
340

 

 

Home equity lines of credit
 

 

 

 

 

 

 

 

Residential construction
 

 

 

 

 

 

 

 

Consumer direct
 

 

 

 

 

 

 

 

Indirect auto
 

 

 

 

 

 

 

 

Total loans
 
6

 
$
1,415

 
$

 
$
1,323

 
$

 
$
1,323

 
2

 
$
1,586

 
Collateral dependent TDRs that subsequently default or are placed on nonaccrual are charged down to the fair value of the collateral consistent with United’s policy for nonaccrual loans. Impairment on TDRs that are not collateral dependent continues to be measured based on discounted cash flows regardless of whether the loan has subsequently defaulted.
 

19

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


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 March 31,
 
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
 
$
17,410

 
$
285

 
$
284

 
$
24,658

 
$
245

 
$
280

Income producing commercial real estate
 
14,237

 
193

 
207

 
16,433

 
210

 
235

Commercial & industrial
 
1,716

 
19

 
19

 
2,596

 
40

 
42

Commercial construction
 
2,402

 
34

 
33

 
3,936

 
51

 
52

Equipment financing
 

 

 

 

 

 

Total commercial
 
35,765

 
531

 
543

 
47,623

 
546

 
609

Residential mortgage
 
15,502

 
168

 
174

 
14,993

 
149

 
150

Home equity lines of credit
 
258

 
4

 
3

 
344

 
4

 
4

Residential construction
 
1,408

 
24

 
23

 
1,590

 
24

 
24

Consumer direct
 
205

 
4

 
4

 
291

 
5

 
5

Indirect auto
 
1,190

 
14

 
14

 
1,378

 
18

 
18

Total
 
$
54,328

 
$
745

 
$
761

 
$
66,219

 
$
746

 
$
810

 
Nonaccrual and Past Due Loans

Nonaccrual loans include both homogeneous loans that are collectively evaluated for impairment and individually evaluated impaired 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 March 31, 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 $378,000 and $342,000 for the three months ended March 31, 2019 and 2018, respectively.
 

20

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


The following table presents the recorded investment in nonaccrual loans by loan class as of the dates indicated (in thousands)
 
 
March 31, 2019
 
December 31, 2018
 
 
Owner occupied commercial real estate
$
7,030

 
$
6,421

 
 
Income producing commercial real estate
1,276

 
1,160

 
 
Commercial & industrial
1,666

 
1,417

 
 
Commercial construction
473

 
605

 
 
Equipment financing
1,813

 
2,677

 
 
Total commercial
12,258

 
12,280

 
 
Residential mortgage
8,281

 
8,035

 
 
Home equity lines of credit
2,233

 
2,360

 
 
Residential construction
347

 
288

 
 
Consumer direct
47

 
89

 
 
Indirect auto
458

 
726

 
 
Total
$
23,624

 
$
23,778

 
 
Excluding PCI loans, substantially all loans more than 90 days past due were on nonaccrual status at March 31, 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 March 31, 2019
 
30 - 59 Days
 
60 - 89 Days
 
> 90 Days
 
Total
 
Loans Not Past Due
 
PCI Loans
 
Total
Owner occupied commercial real estate
 
$
4,644

 
$
1,142

 
$
3,328

 
$
9,114

 
$
1,602,350

 
$
8,604

 
$
1,620,068

Income producing commercial real estate
 
1,199

 
125

 
706

 
2,030

 
1,829,298

 
36,097

 
1,867,425

Commercial & industrial
 
2,649

 
790

 
937

 
4,376

 
1,279,148

 
341

 
1,283,865

Commercial construction
 
139

 
443

 
24

 
606

 
859,456

 
5,604

 
865,666

Equipment financing
 
1,809

 
894

 
1,722

 
4,425

 
594,818

 
6,741

 
605,984

Total commercial
 
10,440

 
3,394

 
6,717

 
20,551

 
6,165,070

 
57,387

 
6,243,008

Residential mortgage
 
4,862

 
1,511

 
1,292

 
7,665

 
1,047,370

 
8,805

 
1,063,840

Home equity lines of credit
 
2,355

 
634

 
528

 
3,517

 
678,785

 
1,469

 
683,771

Residential construction
 
574

 
132

 
154

 
860

 
199,267

 
581

 
200,708

Consumer direct
 
522

 
89

 
2

 
613

 
120,085

 
476

 
121,174

Indirect auto
 
711

 
185

 
416

 
1,312

 
179,441

 

 
180,753

Total loans
 
$
19,464

 
$
5,945

 
$
9,109

 
$
34,518

 
$
8,390,018

 
$
68,718

 
$
8,493,254

 
 
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

 

21

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


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.


22

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


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 March 31, 2019
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
$
1,557,510

 
$
17,511

 
$
36,443

 
$

 
$
1,611,464

Income producing commercial real estate
 
1,789,063

 
22,548

 
19,717

 

 
1,831,328

Commercial & industrial
 
1,253,268

 
7,517

 
22,739

 

 
1,283,524

Commercial construction
 
846,902

 
6,767

 
6,393

 

 
860,062

Equipment financing
 
597,430

 

 
1,813

 

 
599,243

Total commercial
 
6,044,173

 
54,343

 
87,105

 

 
6,185,621

Residential mortgage
 
1,043,447

 

 
11,588

 

 
1,055,035

Home equity lines of credit
 
678,578

 

 
3,724

 

 
682,302

Residential construction
 
199,570

 

 
557

 

 
200,127

Consumer direct
 
120,465

 

 
233

 

 
120,698

Indirect auto
 
178,740

 

 
2,013

 

 
180,753

Total loans, excluding PCI loans
 
8,264,973

 
54,343

 
105,220

 

 
8,424,536

 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
2,803

 
2,781

 
3,020

 

 
8,604

Income producing commercial real estate
 
23,872

 
11,389

 
836

 

 
36,097

Commercial & industrial
 
246

 
43

 
52

 

 
341

Commercial construction
 
3,340

 
165

 
2,099

 

 
5,604

Equipment financing
 
6,626

 

 
115

 

 
6,741

Total commercial
 
36,887

 
14,378

 
6,122

 

 
57,387

Residential mortgage
 
6,512

 

 
2,293

 

 
8,805

Home equity lines of credit
 
1,350

 

 
119

 

 
1,469

Residential construction
 
542

 

 
39

 

 
581

Consumer direct
 
440

 

 
36

 

 
476

Indirect auto
 

 

 

 

 

Total PCI loans
 
45,731

 
14,378

 
8,609

 

 
68,718

 
 
 
 
 
 
 
 
 
 
 
Total loan portfolio
 
$
8,310,704

 
$
68,721

 
$
113,829

 
$

 
$
8,493,254

 
 
 
 
 
 
 
 
 
 
 
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



23

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


Note 6 – 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 March 31,
 
Affected Line Item in the Statement Where Net Income is Presented
 
 
 
2019
 
2018
 
 
 
Realized losses on available-for-sale securities:
 
 
 
 
$
(267
)
 
$
(940
)
 
Securities losses, net
 
 
 
 
68

 
221

 
Income tax benefit
 
 
 
 
$
(199
)
 
$
(719
)
 
Net of tax
 
 
 
 
 
 
 
 
 
 
 
Amortization of losses included in net income on available-for-sale securities transferred to held-to-maturity:
 
 
 
 
 
$
(84
)
 
$
(222
)
 
Investment securities interest revenue
 
 
 
 
20

 
54

 
Income tax benefit
 
 
 
 
$
(64
)
 
$
(168
)
 
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
 
$
(102
)
 
$
(147
)
 
Money market deposit interest expense
 
 
 
 
26

 
38

 
Income tax benefit
 
 
 
 
$
(76
)
 
$
(109
)
 
Net of tax
 
 
 
 
 
 
 
 
 
 
 
Amortization of prior service cost and actuarial losses included in net periodic pension cost for defined benefit pension plan:
 
 
 
Prior service cost
 
$
(159
)
 
$
(167
)
 
Salaries and employee benefits expense
 
 
Actuarial losses
 
(15
)
 

 
Other expense
 
 
Actuarial losses
 

 
(60
)
 
Salaries and employee benefits expense
 
 
 
 
(174
)
 
(227
)
 
Total before tax
 
 
 
 
44

 
58

 
Income tax benefit
 
 
 
 
$
(130
)
 
$
(169
)
 
Net of tax
 
 
 
 
 
 
 
 
 
 
 
Total reclassifications for the period
 
$
(469
)
 
$
(1,165
)
 
Net of tax
 

Amounts shown above in parentheses reduce earnings.


24

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


Note 7 – 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
March 31,
 
 
 
2019
 
2018
 
 
Net income
$
44,262

 
$
37,658

 
 
Dividends and undistributed earnings allocated to unvested shares
(315
)
 
(277
)
 
 
Net income available to common shareholders
$
43,947

 
$
37,381

 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
Basic
79,807

 
79,205

 
 
Effect of dilutive securities
 
 
 
 
 
Stock options
3

 
10

 
 
Restricted stock units
3

 

 
 
Diluted
79,813

 
79,215

 
 
 
 
 
 
 
 
Net income per common share:
 
 
 
 
 
Basic
$
0.55

 
$
0.47

 
 
Diluted
$
0.55

 
$
0.47

 
 
At March 31, 2019, United excluded 31,812 potentially dilutive shares of common stock issuable upon exercise of stock options with a weighted average exercise price of $31.47 from the computation of diluted earnings per share because of their antidilutive effect.
 
At March 31, 2018, United had the following potentially dilutive stock options and warrants outstanding: a warrant to purchase 219,909 shares of common stock at $61.40 per share; 32,464 shares of common stock issuable upon exercise of stock options granted to employees with a weighted average exercise price of $31.50.
 
Note 8 – 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 through the use of derivative financial instruments. Specifically, 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.




25

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


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 under ASC 815
Interest Rate Products
 
Balance Sheet Location
 
March 31, 2019
 
December 31, 2018
Fair value hedge of brokered CDs
 
Derivative liabilities
 
$
1,251

 
$
1,682

 
 
 
 
$
1,251

 
$
1,682

 
Derivatives not designated as hedging instruments under ASC 815
Interest Rate Products
 
Balance Sheet Location
 
March 31, 2019
 
December 31, 2018
Customer derivative positions
 
Derivative assets
 
$
12,658

 
$
5,216

Dealer offsets to customer derivative positions
 
Derivative assets
 
3,691

 
7,620

Mortgage banking - loan commitment
 
Derivative assets
 
1,796

 
1,190

Mortgage banking - forward sales commitment
 
Derivative assets
 
14

 
28

Bifurcated embedded derivatives
 
Derivative assets
 
7,765

 
10,651

 
 
 
 
$
25,924

 
$
24,705

 
 
 
 
 
 
 
Customer derivative positions
 
Derivative liabilities
 
$
4,118

 
$
9,661

Dealer offsets to customer derivative positions
 
Derivative liabilities
 
2,744

 
781

Risk participations
 
Derivative liabilities
 
6

 
8

Mortgage banking - forward sales commitment
 
Derivative liabilities
 
483

 
259

Dealer offsets to bifurcated embedded derivatives
 
Derivative liabilities
 
10,187

 
13,339

De-designated hedges
 
Derivative liabilities
 

 
703

 
 
 
 
$
17,538

 
$
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. 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.
 
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. This allows customers to execute an interest rate swap with one bank while allowing for the distribution of the credit risk among participating members. Credit risk participation agreements arise when United contracts with other financial institutions, as a guarantor, to share credit risk associated with certain interest rate swaps. These agreements provide for reimbursement of losses resulting from a third party default on the underlying swap. These transactions are typically executed in conjunction with a participation in a loan with the same customer. Collateral used to support the credit risk for the underlying lending relationship is also available to offset the risk of the credit risk participation.
 
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. 


26

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


Cash Flow Hedges of Interest Rate Risk
 
At March 31, 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 have been de-designated is being amortized into earnings over the original term of the swaps as the forecasted transactions that the swaps were originally designated to hedge are still expected to occur. Amortization of the loss on the de-designated hedges was the only effect of cash flow hedges on the consolidated statements of income for the three months ended March 31, 2019 and 2018. See Note 6 for further detail. United expects that $118,000 will be reclassified as an increase to interest expense over the next twelve months related to these cash flow hedges.

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. Interest rate swaps designated as fair value hedges of fixed-rate investments involve the receipt of variable-rate payments from a counterparty in exchange for United making fixed-rate payments over the life of the instrument without the exchange of the underlying notional amount. At March 31, 2019, United had four interest rate swaps with a notional amount of $38.0 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 March 31, 2019, the hedged brokered time deposits, which were included in brokered deposits on the consolidated balance sheet, had a carrying value of $36.0 million, which included cumulative fair value hedging adjustments of $1.38 million. 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. During the three months ended March 31, 2019, and March 31, 2018, United recognized net losses of $11,000 and $79,000, respectively, related to ineffectiveness in the fair value hedging relationships. United also recognized a net increase in interest expense of $101,000 for the three months ended March 31, 2019 and a net increase in interest expense of $14,000 for the three months ended March 31, 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 three months ended March 31, 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 March 31,
 
 
 
 

 
 

 
 

 
 

Fair value hedges of brokered CDs
 
Interest expense
 
$
451

 
$
(693
)
 
$
(462
)
 
$
545

Fair value hedges of corporate bonds
 
Interest revenue
 

 
(336
)
 

 
405

 
 
 
 
$
451

 
$
(1,029
)
 
$
(462
)
 
$
950

 
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 and such gains and losses are included in the amount of reported ineffectiveness gains or losses.


27

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


Derivatives Not Designated as Hedging Instruments under ASC 815
 
The table below presents the gains and losses recognized in income on derivatives not designated as hedging instruments under ASC 815 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 March 31,
 
 
 
 

 
 

Customer derivatives and dealer offsets
 
Other noninterest income
 
$
503

 
$
772

Bifurcated embedded derivatives and dealer offsets
 
Other noninterest income
 
218

 
370

Interest rate caps
 
Other noninterest income
 

 
276

De-designated hedges
 
Other noninterest income
 
(193
)
 
(67
)
Mortgage banking derivatives
 
Mortgage loan revenue
 
(190
)
 
1,264

Risk participations
 
Other noninterest income
 
2

 
(2
)
 
 
 
 
$
340

 
$
2,613

 
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 March 31, 2019, collateral totaling $11.9 million was pledged toward derivatives in a liability position.
 
United’s agreements with each of its derivative counterparties contain a provision where 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 contain a provision where 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 9 – 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 had 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 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 March 31, 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 March 31, 2019, 1.53 million additional awards remained available for grant under the plan.


28

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


The following table shows stock option activity for the first three 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
 
(504
)
 
31.50

 
 
 
 
Expired
 
(1,023
)
 
29.45

 
 
 
 
Outstanding at March 31, 2019
 
33,612

 
30.72

 
0.4
 
$
13

 
 
 
 
 
 
 
 
 
Exercisable at March 31, 2019
 
33,612

 
30.72

 
0.4
 
13

 
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 three months ended March 31, 2019 and 2018.
 
United recognized $6,000 in compensation expense related to stock options during the three months ended March 31, 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 three 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
 
37,994

 
25.67

 
 
 
 
Vested
 
(46,628
)
 
25.72

 
 
 
$
1,322

Cancelled
 
(14,284
)
 
25.30

 
 
 
 
Outstanding at March 31, 2019
 
736,828

 
27.72

 
4.2
 
18,369

 
Compensation expense for restricted stock units without market conditions is based on the market value of United’s common stock on the date of grant. 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 three months ended March 31, 2019 and 2018, compensation expense of $1.91 million and $1.07 million, respectively, was recognized related to restricted stock unit awards granted to United employees. In addition, for the three months ended March 31, 2019 and 2018, $72,000 and $68,000, 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 expense for options and restricted stock of $507,000 and $296,000 was included in the determination of income tax expense for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, there was $15.7 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 2.4 years. As of March 31, 2019, there was no unrecognized expense related to non-vested stock options granted under the plan.
 
Note 10 – Common Stock
 
In November of 2018, United’s Board of Directors approved an increase and extension of the existing common stock repurchase plan through December 31, 2019. Under the program, up to $50 million may be repurchased periodically in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance with federal securities laws. The actual timing, number and value of shares repurchased depends on a number of factors, including the market price of United’s common stock, general market and economic conditions, and applicable legal requirements. During the three months ended March 31, 2019, 305,052 shares were repurchased under the program. During the three months ended March 31, 2018, no shares were repurchased under the

29

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


program. As of March 31, 2019, United had remaining authorization to repurchase up to $42.2 million of outstanding common stock under the program.
 
Note 11 – Income Taxes
 
The income tax provision for the three months ended March 31, 2019 and March 31, 2018 was $13.0 million and $10.7 million, respectively, which represents an effective tax rate of 22.6% and 22.2%, respectively.

At March 31, 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.
  
The valuation allowance could fluctuate in future periods based on the assessment of the positive and negative evidence. Management’s conclusion at March 31, 2019 that it was more likely than not that the net deferred tax asset of $51.1 million will be realized is based upon management’s estimate of future taxable income. Management’s estimate of future taxable income is based on internal forecasts that consider historical performance, various internal estimates and assumptions, as well as certain external data all of which management believes to be reasonable although inherently subject to significant judgment. If actual results differ significantly from the current estimates of future taxable income, even if caused by adverse macro-economic conditions, the valuation allowance may need to be increased for some or all of the net deferred tax asset.
 
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 2015. 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 March 31, 2019 and December 31, 2018, unrecognized income tax benefits totaled $3.39 million and $3.26 million, respectively.
 
Note 12 – 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 where 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.


30

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


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).
 
Loans
United does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for credit losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, a creditor may measure impairment based on a loan’s observable market price, or the fair value of the collateral if repayment of the loan is dependent upon the sale of the underlying collateral.
 
Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. In accordance with ASC 820, Fair Value Measures and Disclosures, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. 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.
 
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.
 
To comply with the provisions of ASC 820, 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

31

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


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.
 
Pension Plan Assets
For information on the fair value of pension plan assets, see Note 17 in the Annual Report on Form 10-K for the year ended December 31, 2018.

 
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).
March 31, 2019
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 

 
 

 
 

 
 

Debt securities available for sale:
 
 

 
 

 
 

 
 

U.S. Treasuries
 
$
141,855

 
$

 
$

 
$
141,855

U.S. Government agencies
 

 
5,101

 

 
5,101

State and political subdivisions
 

 
222,180

 

 
222,180

Residential mortgage-backed securities
 

 
1,414,085

 

 
1,414,085

Commercial mortgage-backed securities
 

 
343,339

 

 
343,339

Corporate bonds
 

 
199,681

 
995

 
200,676

Asset-backed securities
 

 
127,389

 

 
127,389

Equity securities with readily available fair values
 
910

 

 

 
910

Mortgage loans held for sale
 

 
26,341

 

 
26,341

Deferred compensation plan assets
 
7,129

 

 

 
7,129

Servicing rights for SBA/USDA loans
 

 

 
7,401

 
7,401

Residential mortgage servicing rights
 

 

 
11,447

 
11,447

Derivative financial instruments
 

 
16,363

 
9,561

 
25,924

Total assets
 
$
149,894

 
$
2,354,479

 
$
29,404

 
$
2,533,777

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Deferred compensation plan liability
 
$
7,129

 
$

 
$

 
$
7,129

Derivative financial instruments
 

 
7,345

 
11,444

 
18,789

Total liabilities
 
$
7,129

 
$
7,345

 
$
11,444

 
$
25,918


32

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


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

 
 
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).
 
Derivative Asset
 
Derivative Liability
 
Servicing rights for SBA/USDA loans
 
Residential mortgage servicing rights
 
Debt Securities Available-for-Sale
Three Months Ended March 31, 2019
 
 

 
 

 
 

Balance at beginning of period
$
11,841

 
$
15,732

 
$
7,510

 
$
11,877

 
$
995

Additions

 

 
375

 
863

 

Sales and settlements
(1,135
)
 
(2,330
)
 
(363
)
 
(150
)
 

Amounts included in earnings - fair value adjustments
(1,145
)
 
(1,958
)
 
(121
)
 
(1,143
)
 

Balance at end of period
$
9,561

 
$
11,444

 
$
7,401

 
$
11,447

 
$
995

 
 
 
 
 
 
 
Three Months Ended March 31, 2018
 
 
 
 
 
 
Balance at beginning of period
$
12,207

 
$
16,744

 
$
7,740

 
$
8,262

 
$
900

Business combinations

 

 
(354
)
 

 

Additions

 

 
479

 
926

 

Sales and settlements
(1,029
)
 
(1,347
)
 
(91
)
 
(80
)
 

Amounts included in earnings - fair value adjustments
2,699

 
2,391

 
(304
)
 
610

 

Balance at end of period
$
13,877

 
$
17,788

 
$
7,470

 
$
9,718

 
$
900



33

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


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
 
March 31, 2019
 
December 31, 2018
 
Valuation Technique
 
 
 
March 31, 2019
 
December 31, 2018
 
 
 
 
Unobservable Inputs
 
 
Servicing rights for SBA/USDA loans
 
$
7,401

 
$
7,510

 
Discounted cash flow
 
Discount rate
 
13.6
%
 
14.5
%

 
 
 
 
 

 
Prepayment rate
 
12.5
%
 
12.1
%
Residential mortgage servicing rights
 
11,447

 
11,877

 
Discounted cash flow
 
Discount rate
 
10.0
%
 
10.0
%
 
 
 
 
 
 
 
 
Prepayment rate
 
12.8
%
 
10.6
%
Corporate bonds
 
995

 
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
 
1,796

 
1,190

 
Internal model
 
Pull through rate
 
78.9
%
 
80.7
%
Derivative assets - other
 
7,765

 
10,651

 
Dealer priced
 
Dealer priced
 
N/A

 
N/A

Derivative liabilities - risk participations
 
6

 
8

 
Internal model
 
Probable exposure rate
 
0.37
%
 
0.44
%

 
 
 
 
 
 
 
Probability of default rate
 
1.80
%
 
1.80
%
Derivative liabilities - other
 
11,438

 
15,724

 
Dealer priced
 
Dealer priced
 
N/A

 
N/A

 
Fair Value Option
 
At March 31, 2019, mortgage loans held for sale for which the fair value option was elected had an aggregate fair value and outstanding principal balance of $26.3 million and $25.3 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 months ended March 31, 2019, changes in fair value of these loans resulted in net gains of $306,000. During the three months ended March 31, 2018, changes in fair value of these loans resulted in net losses of $72,000. 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 March 31, 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
 
 
March 31, 2019
 
 

 
 

 
 

 
 

 
 
Loans
 
$

 
$

 
$
1,286

 
$
1,286

 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 

34

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


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.
 
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
March 31, 2019
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
Securities held to maturity
 
$
265,329

 
$

 
$
265,117

 
$

 
$
265,117

Loans and leases, net
 
8,431,612

 

 

 
8,401,018

 
8,401,018

 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Deposits
 
10,534,306

 

 
10,527,436

 

 
10,527,436

Federal Home Loan Bank advances
 
40,000

 

 
39,998

 

 
39,998

Long-term debt
 
257,259

 

 

 
266,468

 
266,468

 
 
 
 
 
 
 
 
 
 
 
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 13 – 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

35

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


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).
 
March 31, 2019
 
December 31, 2018
Financial instruments whose contract amounts represent credit risk:
 

 
 

Commitments to extend credit
$
2,053,155

 
$
2,129,463

Letters of credit
26,867

 
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 March 31, 2019, the Bank had committed to fund an additional $7.93 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.
 
Note 14 - 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 March 31, 2019, United had a right-of-use asset and lease liability of $22.7 million and $25.2 million, respectively, included in other assets and other liabilities, respectively, on the balance sheet.

The table below presents the operating lease income and expense recognized for the period indicated and other supplemental information (in thousands).
 
 
 
Income Statement Location
 
Three Months Ended March 31, 2019
 
 
Operating lease cost
 
Occupancy expense
 
$
1,258

 
 
Variable lease cost
 
Occupancy expense
 
111

 
 
Short-term lease cost
 
Occupancy expense
 
19

 
 
Sublease income
 
Occupancy expense
 
(149
)
 
 
Net lease cost
 
 
 
$
1,239

 
 
 
 
 
 
 
 
 
Rental income from owned properties under operating leases
 
Other noninterest income
 
$
216

 
 
 
 
 
 
 
 
 
Operating cash flows from operating leases
 
 
 
$
1,348

 

As of March 31, 2019 the weighted average remaining lease term and weighted average discount rate of operating leases was 6.03 years and 2.80%, 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.


36

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


As of March 31, 2019 future minimum lease payments under operating leases were as follows (in thousands):
 
Year
 
 
 
 
Remainder of 2019
 
$
3,627

 
 
2020
 
5,253

 
 
2021
 
4,983

 
 
2022
 
4,553

 
 
2023
 
3,979

 
 
Thereafter
 
5,092

 
 
Total
 
27,487

 
 
Less discount
 
(2,287
)
 
 
Present value of lease liability
 
$
25,200

 

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, $3.91 million, for 2019 through 2023, respectively, and $5.04 million in the aggregate for years thereafter.

Note 15 - Subsequent Events

On May 1, 2019, United completed its previously announced acquisition of First Madison Bank & Trust (“First Madison”). First Madison operated four banking offices in Athens-Clarke County, Georgia and, as of March 31, 2019, had total assets of $244 million, loans of $199 million and deposits of $213 million. First Madison has merged into the Bank and will operate under the First Madison brand until system conversions are completed in the third quarter of 2019, at which time it will begin to operate under the United Community Bank brand.
 
Under the terms of the merger agreement, First Madison shareholders received $52.1 million in cash. The acquisition will be accounted for as a business combination, subject to the provisions of ASC 805-10-50, Business Combinations. Due to the timing of the acquisition, United is currently in the process of completing the purchase accounting and has not made all of the remaining disclosures required by ASC 805 Business Combinations, such as the fair value of assets acquired and supplemental pro forma information, which will be disclosed in subsequent filings.

37



Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Forward-looking Statements
 
This Form 10-Q contains forward-looking statements within the meaning of 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”), about United Community Banks, Inc. and its subsidiaries (collectively referred to herein as “United”). These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. 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. We caution our shareholders and other readers not to place undue reliance on such statements.

Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict with regard 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 risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2018 as well as the following factors:
 
the condition of the general business and economic environment, banking system and financial markets;
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, 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;
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;
losses due to fraudulent and negligent conduct of our customers, third party service providers or employees;
cybersecurity risks 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;
legislative, regulatory or accounting changes that may adversely affect us;
changes in the securities markets;
changes in the allowance for loan losses resulting from the adoption and implementation of the new Current Expected Credit Loss (“CECL”) methodology;
the costs and effects of litigation, examinations, investigations, or similar matters, or adverse facts and developments related thereto;
possible regulatory or judicial proceedings, board resolutions, informal memorandums of understanding or formal enforcement actions imposed by regulators;
the risk that our allowance for loan losses may not be sufficient to cover our actual loan losses; and
limitations on the ability of United Community Bank (the “Bank”) to pay dividends to United Community Banks, Inc. (the “Holding Company”), which could affect Holding Company liquidity, including the ability to pay dividends to shareholders or take other capital actions.

Additional information with respect to factors that may cause actual results to differ materially from those contemplated by such forward-looking statements may also be included in other reports that United files with the Securities and Exchange Commission (the “SEC”). United cautions that the foregoing list of factors is not exclusive and not to place undue reliance on forward-looking statements. United does not intend to update any forward-looking statement, whether written or oral, relating to the matters discussed in this Form 10-Q. 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.


38



Overview
 
The following discussion is intended to provide insight into the results of operations and financial condition of United and should be read in conjunction with the consolidated financial statements and accompanying notes.
 
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 149 branch network throughout Georgia, South Carolina, North Carolina and Tennessee.

At March 31, 2019, United had total consolidated assets of $12.5 billion, total loans of $8.49 billion, total deposits of $10.5 billion, and shareholders’ equity of $1.51 billion. United reported net income of $44.3 million, or $0.55 per diluted share, for the first quarter of 2019, compared to net income of $37.7 million, or $0.47 per diluted share, for the first quarter of 2018.

Net interest revenue increased to $116 million for the first quarter of 2019, compared to $103 million for the first quarter of 2018, due to higher loan volume and rising interest rates. The net interest margin increased to 4.10% for the three months ended March 31, 2019 from 3.80% for the same period in 2018 primarily due to the effect of rising interest rates on floating rate loans and the inclusion of higher yielding equipment financing loans acquired from NLFC Holdings Corp. and its subsidiaries, collectively known as “Navitas”, for the full first quarter of 2019.
 
The provision for credit losses was $3.30 million for the first quarter of 2019, compared to $3.80 million for the first quarter of 2018. Net charge-offs for the first quarter of 2019 were $3.13 million compared to $1.50 million for the same period in 2018. As of March 31, 2019, United’s allowance for loan losses was $61.6 million, or 0.73% of loans, compared to $61.2 million, or 0.73% of loans, at December 31, 2018, reflecting stable asset quality. At March 31, 2019 and December 31, 2018, nonperforming assets of $24.8 million and $25.1 million, respectively, were 0.20% of total assets.

Noninterest income of $21.0 million for the first quarter of 2019 was down $1.43 million, or 6%, from the first quarter of 2018. The decrease was primarily attributable to the decrease in mortgage fees resulting from a decline in the fair value of the mortgage servicing rights asset in the first quarter of 2019.

For the first quarter of 2019, noninterest expenses of $76.1 million increased $2.61 million from the same period of 2018. Decreases in professional fees, FDIC assessments and other regulatory charges, amortization of intangibles, and merger-related and other charges offset much of the impact of higher salaries and employee benefits, communications and equipment expenses and other noninterest expense. Nearly half of the increase in salaries and employee benefits and approximately half of the increase in other expense were in our equipment finance business which we owned for only two of the three months of first quarter 2018. The rest of the increase in salaries and employee benefits expense resulted from annual merit increases, an increase in our 401(k) matching contribution, higher group medical insurance costs and higher incentives.
 
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. The more critical accounting and reporting policies include United’s accounting for the allowance for loan losses, fair value measurements, and income taxes, all of which involve the use of estimates and require significant judgments to be made by management. Different assumptions in the application of these policies could result in material changes in United’s consolidated financial position or consolidated results of operations. See “Asset Quality and Risk Elements” herein for additional discussion of United’s accounting methodologies related to the allowance for loan losses.
 
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,” “average tangible common equity to average assets,” and “tangible common equity to risk-weighted 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

39



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 $44.3 million and $0.55, respectively, for the first quarter of 2019. This compared to net income and diluted earnings per common share of $37.7 million and $0.47, respectively, for the same period in 2018.
 
United reported operating net income of $44.8 million for the first quarter of 2019, compared to $39.7 million for the same period in 2018. For the first quarter of 2019, operating net income excludes merger-related and other charges, which net of tax, totaled $567,000. For the first quarter of 2018, operating net income excludes merger-related and branch closure charges of $2.02 million, net of tax.


40



UNITED COMMUNITY BANKS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
Table 1 - Financial Highlights
 
 
 
 
 
 
 
 
 
 
 
 
Selected Financial Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
2018
 
First Quarter 2019 - 2018 Change
(in thousands, except per share data)
 
First Quarter
 
Fourth Quarter
 
Third Quarter
 
Second Quarter
 
First Quarter
 
INCOME SUMMARY
 
 
 
 
 
 
 
 
 
 
 
 

Interest revenue
 
$
136,516

 
$
133,854

 
$
128,721

 
$
122,215

 
$
115,290

 
 
Interest expense
 
20,882

 
18,975

 
16,611

 
13,739

 
12,005

 
 
Net interest revenue
 
115,634

 
114,879

 
112,110

 
108,476

 
103,285

 
12
 %
Provision for credit losses
 
3,300

 
2,100

 
1,800

 
1,800

 
3,800

 
(13
)
Noninterest income
 
20,968

 
23,045

 
24,180

 
23,340

 
22,396

 
(6
)
Total revenue
 
133,302

 
135,824

 
134,490

 
130,016

 
121,881

 
9

Expenses
 
76,084

 
78,242

 
77,718

 
76,850

 
73,475

 
4

Income before income tax expense
 
57,218

 
57,582

 
56,772

 
53,166

 
48,406

 
18

Income tax expense
 
12,956

 
12,445

 
13,090

 
13,532

 
10,748

 
21

Net income
 
44,262

 
45,137

 
43,682

 
39,634

 
37,658

 
18

Merger-related and other charges
 
739

 
1,234

 
592

 
2,873

 
2,646

 
 
Income tax benefit of merger-related and other charges
 
(172
)
 
(604
)
 
(141
)
 
(121
)
 
(628
)
 
 
Net income - operating (1)
 
$
44,829

 
$
45,767

 
$
44,133

 
$
42,386

 
$
39,676

 
13

 
 
 
 
 
 
 
 
 
 
 
 
 
PERFORMANCE MEASURES
 
 
 
 
 
 
 
 
 
 
 
 
Per common share:
 
 
 
 
 
 
 
 
 
 
 
 
Diluted net income - GAAP
 
$
0.55

 
$
0.56

 
$
0.54

 
$
0.49

 
$
0.47

 
17

Diluted net income - operating (1)
 
0.56

 
0.57

 
0.55

 
0.53

 
0.50

 
12

Cash dividends declared
 
0.16

 
0.16

 
0.15

 
0.15

 
0.12

 
33

Book value
 
18.93

 
18.24

 
17.56

 
17.29

 
17.02

 
11

Tangible book value (3)
 
14.93

 
14.24

 
13.54

 
13.25

 
12.96

 
15

Key performance ratios:
 
 
 
 
 
 
 
 
 
 
 
 
Return on common equity - GAAP (2)(4)
 
11.85
%
 
12.08
%
 
11.96
%
 
11.20
%
 
11.11
%
 
 
Return on common equity - operating (1)(2)(4)
 
12.00

 
12.25

 
12.09

 
11.97

 
11.71

 
 
Return on tangible common equity - operating (1)(2)(3)(4)
 
15.46

 
15.88

 
15.81

 
15.79

 
15.26

 
 
Return on assets - GAAP (4)
 
1.44

 
1.43

 
1.41

 
1.30

 
1.26

 
 
Return on assets - operating (1)(4)
 
1.45

 
1.45

 
1.42

 
1.39

 
1.33

 
 
Dividend payout ratio - GAAP
 
29.09

 
28.57

 
27.78

 
30.61

 
25.53

 
 
Dividend payout ratio - operating (1)
 
28.57

 
28.07

 
27.27

 
28.30

 
24.00

 
 
Net interest margin (fully taxable equivalent) (4)
 
4.10

 
3.97

 
3.95

 
3.90

 
3.80

 
 
Efficiency ratio - GAAP
 
55.32

 
56.73

 
56.82

 
57.94

 
57.83

 
 
Efficiency ratio - operating (1)
 
54.78

 
55.83

 
56.39

 
55.77

 
55.75

 
 
Average equity to average assets
 
11.82

 
11.35

 
11.33

 
11.21

 
11.03

 
 
Average tangible common equity to average assets (3)
 
9.53

 
9.04

 
8.97

 
8.83

 
8.82

 
 
Tangible common equity to risk-weighted assets (3)
 
12.48

 
12.00

 
11.61

 
11.36

 
11.19

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSET QUALITY
 
 
 
 
 
 
 
 
 
 
 
 
Nonperforming loans
 
$
23,624

 
$
23,778

 
$
22,530

 
$
21,817

 
$
26,240

 
(10
)
Foreclosed properties
 
1,127

 
1,305

 
1,336

 
2,597

 
2,714

 
(58
)
Total nonperforming assets ("NPAs")
 
24,751

 
25,083

 
23,866

 
24,414

 
28,954

 
(15
)
Allowance for loan losses
 
61,642

 
61,203

 
60,940

 
61,071

 
61,085

 
1

Net charge-offs
 
3,130

 
1,787

 
1,466

 
1,359

 
1,501

 
109

Allowance for loan losses to loans
 
0.73
%
 
0.73
%
 
0.74
%
 
0.74
%
 
0.75
%
 
 
Net charge-offs to average loans (4)
 
0.15

 
0.09

 
0.07

 
0.07

 
0.08

 
 
NPAs to loans and foreclosed properties
 
0.29

 
0.30

 
0.29

 
0.30

 
0.35

 
 
NPAs to total assets
 
0.20

 
0.20

 
0.19

 
0.20

 
0.24

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AVERAGE BALANCES ($ in millions)
 
 
 
 
 
 
 
 
 
 
 
 
Loans
 
$
8,430

 
$
8,306

 
$
8,200

 
$
8,177

 
$
7,993

 
5

Investment securities
 
2,883

 
3,004

 
2,916

 
2,802

 
2,870

 

Earning assets
 
11,498

 
11,534

 
11,320

 
11,193

 
11,076

 
4

Total assets
 
12,509

 
12,505

 
12,302

 
12,213

 
12,111

 
3

Deposits
 
10,361

 
10,306

 
9,950

 
9,978

 
9,759

 
6

Shareholders’ equity
 
1,478

 
1,420

 
1,394

 
1,370

 
1,336

 
11

Common shares - basic (thousands)
 
79,807

 
79,884

 
79,806

 
79,753

 
79,205

 
1

Common shares - diluted (thousands)
 
79,813

 
79,890

 
79,818

 
79,755

 
79,215

 
1

 
 
 
 
 
 
 
 
 
 
 
 
 
AT PERIOD END ($ in millions)
 
 
 
 
 
 
 
 
 
 
 
 
Loans
 
$
8,493

 
$
8,383

 
$
8,226

 
$
8,220

 
$
8,184

 
4

Investment securities
 
2,720

 
2,903

 
2,873

 
2,834

 
2,731

 

Total assets
 
12,506

 
12,573

 
12,405

 
12,386

 
12,264

 
2

Deposits
 
10,534

 
10,535

 
10,229

 
9,966

 
9,993

 
5

Shareholders’ equity
 
1,508

 
1,458

 
1,402

 
1,379

 
1,357

 
11

Common shares outstanding (thousands)
 
79,035

 
79,234

 
79,202

 
79,138

 
79,123

 


(1) Excludes merger-related and other charges which includes amortization of certain executive change of control benefits. (2) Net income less preferred stock dividends, 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.



41



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

 
 

 
 

 
 

 
 

 
 
Expenses (GAAP)
 
$
76,084

 
$
78,242

 
$
77,718

 
$
76,850

 
$
73,475

 
 
Merger-related and other charges
 
(739
)
 
(1,234
)
 
(592
)
 
(2,873
)
 
(2,646
)
 
 
Expenses - operating
 
$
75,345

 
$
77,008

 
$
77,126

 
$
73,977

 
$
70,829

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
Net income (GAAP)
 
$
44,262

 
$
45,137

 
$
43,682

 
$
39,634

 
$
37,658

 
 
Merger-related and other charges
 
739

 
1,234

 
592

 
2,873

 
2,646

 
 
Income tax benefit of merger-related and other charges
 
(172
)
 
(604
)
 
(141
)
 
(121
)
 
(628
)
 
 
Net income - operating
 
$
44,829

 
$
45,767

 
$
44,133

 
$
42,386

 
$
39,676

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted income per common share reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
Diluted income per common share (GAAP)
 
$
0.55

 
$
0.56

 
$
0.54

 
$
0.49

 
$
0.47

 
 
Merger-related and other charges
 
0.01

 
0.01

 
0.01

 
0.04

 
0.03

 
 
Diluted income per common share - operating
 
$
0.56

 
$
0.57

 
$
0.55

 
$
0.53

 
$
0.50

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Book value per common share reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
Book value per common share (GAAP)
 
$
18.93

 
$
18.24

 
$
17.56

 
$
17.29

 
$
17.02

 
 
Effect of goodwill and other intangibles
 
(4.00
)
 
(4.00
)
 
(4.02
)
 
(4.04
)
 
(4.06
)
 
 
Tangible book value per common share
 
$
14.93

 
$
14.24

 
$
13.54

 
$
13.25

 
$
12.96

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on tangible common equity reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
Return on common equity (GAAP)
 
11.85
 %
 
12.08
 %
 
11.96
 %
 
11.20
 %
 
11.11
 %
 
 
Merger-related and other charges
 
0.15

 
0.17

 
0.13

 
0.77

 
0.60

 
 
Return on common equity - operating
 
12.00

 
12.25

 
12.09

 
11.97

 
11.71

 
 
Effect of goodwill and other intangibles
 
3.46

 
3.63

 
3.72

 
3.82

 
3.55

 
 
Return on tangible common equity - operating
 
15.46
 %
 
15.88
 %
 
15.81
 %
 
15.79
 %
 
15.26
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on assets reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
Return on assets (GAAP)
 
1.44
 %
 
1.43
 %
 
1.41
 %
 
1.30
 %
 
1.26
 %
 
 
Merger-related and other charges
 
0.01

 
0.02

 
0.01

 
0.09

 
0.07

 
 
Return on assets - operating
 
1.45
 %
 
1.45
 %
 
1.42
 %
 
1.39
 %
 
1.33
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividend payout ratio reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
Dividend payout ratio (GAAP)
 
29.09
 %
 
28.57
 %
 
27.78
 %
 
30.61
 %
 
25.53
 %
 
 
Merger-related and other charges
 
(0.52
)
 
(0.50
)
 
(0.51
)
 
(2.31
)
 
(1.53
)
 
 
Dividend payout ratio - operating
 
28.57
 %
 
28.07
 %
 
27.27
 %
 
28.30
 %
 
24.00
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Efficiency ratio reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
Efficiency ratio (GAAP)
 
55.32
 %
 
56.73
 %
 
56.82
 %
 
57.94
 %
 
57.83
 %
 
 
Merger-related and other charges
 
(0.54
)
 
(0.90
)
 
(0.43
)
 
(2.17
)
 
(2.08
)
 
 
Efficiency ratio - operating
 
54.78
 %
 
55.83
 %
 
56.39
 %
 
55.77
 %
 
55.75
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average equity to assets reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
Equity to average assets (GAAP)
 
11.82
 %
 
11.35
 %
 
11.33
 %
 
11.21
 %
 
11.03
 %
 
 
Effect of goodwill and other intangibles
 
(2.29
)
 
(2.31
)
 
(2.36
)
 
(2.38
)
 
(2.21
)
 
 
Average tangible common equity to average assets
 
9.53
 %
 
9.04
 %
 
8.97
 %
 
8.83
 %
 
8.82
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tangible common equity to risk-weighted assets reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
Tier 1 capital ratio (Regulatory)
 
12.69
 %
 
12.42
 %
 
12.25
 %
 
11.94
 %
 
11.61
 %
 
 
Effect of other comprehensive income
 
(0.17
)
 
(0.44
)
 
(0.68
)
 
(0.57
)
 
(0.50
)
 
 
Effect of deferred tax limitation
 
0.22

 
0.28

 
0.30

 
0.33

 
0.42

 
 
Effect of trust preferred
 
(0.26
)
 
(0.26
)
 
(0.26
)
 
(0.34
)
 
(0.34
)
 
 
Tangible common equity to risk-weighted assets
 
12.48
 %
 
12.00
 %
 
11.61
 %
 
11.36
 %
 
11.19
 %
 

42



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 first quarter of 2019 and 2018 was $116 million and $103 million, respectively. Taxable equivalent net interest revenue for the first quarter of 2019 was $116 million, representing an increase of $12.6 million from the same period in 2018. The net interest spread and net interest margin for the first quarter of 2019 of 3.73% and 4.10%, respectively, increased 15 basis points and 30 basis points, respectively, from the first quarter of 2018.

The following tables show 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 months ended March 31, 2019 increased compared to the same period of 2018. The increase in average interest-earning assets was primarily related to the increase in average loans of $437 million, or 5%, from the first quarter of 2018, and reflected both organic growth and the full-quarter effect of equipment financing loans acquired from Navitas. The increase in average assets was funded primarily through an increase in average customer deposits compared to first quarter 2018 of $373 million, of which $99.0 million was noninterest-bearing.

The increase in the net interest margin and net interest spread was primarily attributable to the increase in yield on average loans, which increased 66 basis points from the first quarter of 2018. Nationally, the federal funds rate increased 75 basis points since March 31, 2018, and United’s loan yield reflected these rising interest rates, as well as higher yielding loans from Navitas. 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 45 basis points, which reflected a higher average rate on interest-bearing deposits as United increased deposit rates to retain and capture more deposit market share. Rates paid on core deposits lagged behind general increases in market rates. The increase in noninterest-bearing deposits also contributed to the improvement in the net interest margin for the three months ended March 31, 2019.
 

43



Table 2 - Average Consolidated Balance Sheets and Net Interest Analysis
For the Three Months Ended March 31,
 
 
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)
 
$
8,429,976

 
$
115,347

 
5.55
%
 
$
7,993,339

 
$
96,389

 
4.89
%
Taxable securities (3)
 
2,712,995

 
19,649

 
2.90

 
2,722,977

 
17,323

 
2.54

Tax-exempt securities (FTE) (1)(3)
 
169,702

 
1,570

 
3.70

 
146,531

 
1,309

 
3.57

Federal funds sold and other interest-earning assets
 
185,623

 
618

 
1.33

 
213,055

 
698

 
1.31

Total interest-earning assets (FTE)
 
11,498,296

 
137,184

 
4.83

 
11,075,902

 
115,719

 
4.23

 
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses
 
(61,784
)
 
 
 
 
 
(59,144
)
 
 
 
 
Cash and due from banks
 
123,801

 
 
 
 
 
160,486

 
 
 
 
Premises and equipment
 
216,611

 
 
 
 
 
216,723

 
 
 
 
Other assets (3)
 
731,628

 
 
 
 
 
717,385

 
 
 
 
Total assets
 
$
12,508,552

 
 
 
 
 
$
12,111,352

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Shareholders' Equity:
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
 
NOW and interest-bearing demand
 
$
2,208,816

 
3,536

 
0.65

 
$
2,083,703

 
1,113

 
0.22

Money market
 
2,175,855

 
4,205

 
0.78

 
2,230,620

 
2,175

 
0.40

Savings
 
672,197

 
32

 
0.02

 
655,746

 
49

 
0.03

Time
 
1,627,584

 
5,336

 
1.33

 
1,535,216

 
2,241

 
0.59

Brokered time deposits
 
482,048

 
2,848

 
2.40

 
158,358

 
715

 
1.83

Total interest-bearing deposits
 
7,166,500

 
15,957

 
0.90

 
6,663,643

 
6,293

 
0.38

Federal funds purchased and other borrowings
 
21,549

 
161

 
3.03

 
78,732

 
300

 
1.55

Federal Home Loan Bank advances
 
223,945

 
1,422

 
2.58

 
511,727

 
2,124

 
1.68

Long-term debt
 
261,971

 
3,342

 
5.17

 
274,480

 
3,288

 
4.86

Total borrowed funds
 
507,465

 
4,925

 
3.94

 
864,939

 
5,712

 
2.68

Total interest-bearing liabilities
 
7,673,965

 
20,882

 
1.10

 
7,528,582

 
12,005

 
0.65

 
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing deposits
 
3,194,401

 
 
 
 
 
3,095,405

 
 
 
 
Other liabilities
 
162,213

 
 
 
 
 
150,955

 
 
 
 
Total liabilities
 
11,030,579

 
 
 
 
 
10,774,942

 
 
 
 
Shareholders' equity
 
1,477,973

 
 
 
 
 
1,336,410

 
 
 
 
Total liabilities and shareholders' equity
 
$
12,508,552

 
 
 
 
 
$
12,111,352

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest revenue (FTE)
 
 

 
$
116,302

 
 
 
 
 
$
103,714

 
 
Net interest-rate spread (FTE)
 
 

 
 

 
3.73
%
 
 
 
 
 
3.58
%
Net interest margin (FTE) (4)
 
 

 
 

 
4.10
%
 
 
 
 
 
3.80
%
 
(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% in 2019 and 2018, 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 where 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 losses of $25.9 million in 2019 and $28.3 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.


44



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 3 - Change in Interest Revenue and Expense on a Taxable Equivalent Basis
(in thousands)
 
 
 
Three Months Ended
March 31, 2019
 
 
 
 
Compared to 2018
Increase (Decrease) Due to Changes in
 
 
 
 
Volume
 
Rate
 
Total
 
 
Interest-earning assets:
 
 
 
 
 
 
 
 
Loans (FTE)
 
$
5,470

 
$
13,488

 
$
18,958

 
 
Taxable securities
 
(64
)
 
2,390

 
2,326

 
 
Tax-exempt securities (FTE)
 
213

 
48

 
261

 
 
Federal funds sold and other interest-earning assets
 
(91
)
 
11

 
(80
)
 
 
Total interest-earning assets (FTE)
 
5,528

 
15,937

 
21,465

 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
NOW and interest-bearing demand accounts
 
71

 
2,352

 
2,423

 
 
Money market accounts
 
(55
)
 
2,085

 
2,030

 
 
Savings deposits
 
1

 
(18
)
 
(17
)
 
 
Time deposits
 
143

 
2,952

 
3,095

 
 
Brokered deposits
 
1,853

 
280

 
2,133

 
 
Total interest-bearing deposits
 
2,013

 
7,651

 
9,664

 
 
Federal funds purchased & other borrowings
 
(308
)
 
169

 
(139
)
 
 
Federal Home Loan Bank advances
 
(1,520
)
 
818

 
(702
)
 
 
Long-term debt
 
(154
)
 
208

 
54

 
 
Total borrowed funds
 
(1,982
)
 
1,195

 
(787
)
 
 
Total interest-bearing liabilities
 
31

 
8,846

 
8,877

 
 
 
 
 
 
 
 
 
 
 
Increase in net interest revenue (FTE)
 
$
5,497

 
$
7,091

 
$
12,588

 

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. Provision for credit losses was $3.30 million for the three months ended March 31, 2019, compared to $3.80 million for the same period in 2018. For the three months ended March 31, 2019, net loan charge-offs as an annualized percentage of average outstanding loans were 0.15% compared to 0.08% 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 Navitas on February 1, 2018. At March 31, 2018, United included the performing non-impaired loans acquired from Navitas in its general allowance calculation in order to reflect the necessary allowance for incurred losses, which increased provision expense by approximately $2.29 million for the first quarter of 2018. Provision expense for the first quarter of 2019 decreased $500,000 from the same period of last year, but remained relatively higher than historical periods as a result of loan growth and increased charge-offs. The increase in charge-offs was partly attributable to incorporating equipment financing loans into the loan portfolio for the full first quarter of 2019. Charge-offs from equipment financing loans totaled $1.42 million for the first quarter of 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” section of this report.


45



Noninterest income
 
The following table presents the components of noninterest income for the periods indicated.
Table 4 - Noninterest Income
(in thousands)
 
 
Three Months Ended
March 31,
 
Change
 
 
 
2019
 
2018
 
Amount
 
Percent
 
 
Overdraft fees
$
3,455

 
$
3,652

 
$
(197
)
 
(5
)%
 
 
ATM and debit card fees
2,878

 
3,271

 
(393
)
 
(12
)
 
 
Other service charges and fees
2,120

 
2,002

 
118

 
6

 
 
Service charges and fees
8,453

 
8,925

 
(472
)
 
(5
)
 
 
Mortgage loan and related fees
3,748

 
5,359

 
(1,611
)
 
(30
)
 
 
Brokerage fees
1,337

 
872

 
465

 
53

 
 
Gains on sales of SBA/USDA loans
1,303

 
1,778

 
(475
)
 
(27
)
 
 
Customer derivatives
505

 
772

 
(267
)
 
(35
)
 
 
Securities losses, net
(267
)
 
(940
)
 
673

 
 
 
 
Other
5,889

 
5,630

 
259

 
5

 
 
Total noninterest income
$
20,968

 
$
22,396

 
$
(1,428
)
 
(6
)
 

Mortgage loan and related fees for the first quarter of 2019 decreased $1.61 million, or 30%, from the first quarter of 2018. The decrease was primarily attributable to a decline in the fair value of the mortgage servicing asset in the first quarter of 2019, which was driven by a decrease in mortgage interest rates late in the quarter. Mortgage production in the first quarter of 2019 decreased slightly compared to the same period of 2018. United closed 763 mortgage loans totaling $180 million in the first quarter of 2019 compared with 799 mortgage loans totaling $191 million in the first quarter of 2018. United had $116 million in home purchase mortgage originations in the first quarter of 2019, which accounted for 65% of mortgage production volume, compared with $104 million, or 56%, of production volume for the same period a year ago.
 
Brokerage fees for the first quarter of 2019 increased 53% compared to the first quarter 2018. This increase was primarily attributable to lower brokerage fees during the first quarter of 2018 reflecting downtime associated with transitioning to a new third-party broker dealer.
 
United’s Small Business Administration and United States Department of Agriculture (“SBA/USDA”) lending strategy includes selling a portion of the loan production each quarter. The amount of loans sold depends on a number of 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 first quarter of 2019 and 2018, United sold the guaranteed portion of loans in the amount of $17.1 million and $22.2 million, respectively, which resulted in gains of $1.30 million and $1.78 million, respectively.

Customer derivative fees relate primarily to interest rate swaps to commercial customers who desire fixed rate loans. United makes a floating rate loan to those customers and enters into an interest rate swap contract with the customer to swap the floating rate to a fixed rate. United then enters into an offsetting swap with a swap dealer with terms that mirror the customer swap. The fixed and variable legs of the customer and dealer swaps offset leaving United with the equivalent of a variable rate loan. During the first quarter of 2019, fees on customer derivatives decreased from the same period of last year reflecting the changing interest rate environment and customer preference.

Other noninterest income for the first quarter of 2019 included a full quarter of fee revenue from Navitas resulting in a $422,000 increase from the same period of 2018. In the first quarter of 2018 United recognized net securities losses of $940,000. The securities losses were part of a larger balance sheet management strategy that included the cancellation of $289 million notional in interest rate caps as well as the partial cancellation of other hedging instruments. The derivative cancellations resulted in gains of $1.16 million, which were included in other noninterest income. The securities losses and gains from derivative activities were mostly offsetting.


46




Noninterest Expenses 

The following table presents the components of noninterest expenses for the periods indicated. 
Table 5 - Noninterest Expenses
(in thousands)
 
 
 
 
 
 
 
 
 
 
Three Months Ended
March 31,
 
Change
 
 
 
2019
 
2018
 
Amount
 
Percent
 
 
Salaries and employee benefits
$
47,503

 
$
42,875

 
$
4,628

 
11
 %
 
 
Communications and equipment
5,788

 
4,632

 
1,156

 
25

 
 
Occupancy
5,584

 
5,613

 
(29
)
 
(1
)
 
 
Advertising and public relations
1,286

 
1,515

 
(229
)
 
(15
)
 
 
Postage, printing and supplies
1,586

 
1,637

 
(51
)
 
(3
)
 
 
Professional fees
3,161

 
4,044

 
(883
)
 
(22
)
 
 
FDIC assessments and other regulatory charges
1,710

 
2,476

 
(766
)
 
(31
)
 
 
Amortization of core deposit intangibles
1,100

 
1,306

 
(206
)
 
(16
)
 
 
Other
7,627

 
6,731

 
896

 
13

 
 
Total excluding merger-related and other charges
75,345

 
70,829

 
4,516

 
6

 
 
Merger-related and other charges
546

 
2,054

 
(1,508
)
 
 
 
 
Amortization of noncompete agreements
193

 
592

 
(399
)
 
 
 
 
Total noninterest expenses
$
76,084

 
$
73,475

 
$
2,609

 
4

 
 
Noninterest expenses excluding merger-related and other charges for the first quarter of 2019 totaled $75.3 million, up 6% from the same period of 2018. Increases in salaries and benefits, communications and equipment, and other noninterest expense offset by lower professional fees and FDIC assessments and other regulatory charges accounted for much of the change in noninterest expense for the periods presented.
 
Salaries and employee benefits for the first quarter of 2019 were $47.5 million, up 11% from same period of 2018. The increase was primarily due to the inclusion of Navitas for the entire first quarter of 2019 and additional stock compensation expense from new restricted stock unit awards issued in the third quarter of 2018. The remainder of the increase resulted from an increase in the 401(k) matching contribution, higher group medical insurance costs and annual merit-based salary increases awarded in the second quarter of 2018. Full time equivalent headcount totaled 2,291 at March 31, 2019, up from 2,288 at March 31, 2018. Communications and equipment expense increased primarily due to to increases in software maintenance costs and additional software contracts. The increase in other noninterest expense was attributable to several factors including increased lending support costs resulting from loan growth, volume related increases in loan servicing costs, and increases related to usage and development of United’s internet banking tools.

Professional fees for the first quarter of 2019 of $3.16 million decreased 22% from the same period of 2018. During the first quarter of 2018, professional fees were higher primarily due to recent acquisitions and increased legal fees associated with loan growth. FDIC assessments and other regulatory charges for the three months ended March 31, 2019 decreased relative to the same period in 2018 primarily due to a reduction in United’s FDIC assessment rate.
 
Merger-related and other charges for the three months ended March 31, 2019 decreased $1.51 million from the same period of 2018, due to reduced levels of merger-related activity during the period. Merger-related and other charges for the first quarter of 2018 of $2.05 million consisted primarily of severance, conversion costs, branch closure costs and legal and professional fees. Additionally, the reduction of amortization of noncompete agreements was a result of the expiration of certain of these agreements since the first quarter of 2018.

Income Taxes
 
The income tax provision for the three months ended March 31, 2019 was $13.0 million, which represents an effective tax rate of 22.6% for the period. The income tax provision for the three months ended March 31, 2018 was $10.7 million, which represents an effective tax rate of 22.2% for the period.
 

47



At March 31, 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.
  
The valuation allowance could fluctuate in future periods based on the assessment of the positive and negative evidence. Management’s conclusion at March 31, 2019 that it was more likely than not that the net deferred tax asset of $51.1 million will be realized is based upon management’s estimate of future taxable income. Management’s estimate of future taxable income is based on internal forecasts that consider historical performance, various internal estimates and assumptions, as well as certain external data, all of which management believes to be reasonable although inherently subject to significant judgment. If actual results differ significantly from the current estimates of future taxable income, the valuation allowance may need to be increased for some or all of its net deferred tax asset.
 
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 Annual Report on Form 10-K for the year ended December 31, 2018.

Balance Sheet Review
 
Total assets at March 31, 2019 and December 31, 2018 were $12.5 billion and $12.6 billion, respectively. Average total assets for the first quarter of 2019 were $12.5 billion, up from $12.1 billion in the first quarter 2018.

48




The following table presents a summary of the loan portfolio.
Table 6 - Loans Outstanding
(in thousands)
 
 
March 31, 2019
 
December 31, 2018
 
 
By Loan Type
 
 
 
 
 
Owner occupied commercial real estate
$
1,620,068

 
$
1,647,904

 
 
Income producing commercial real estate
1,867,425

 
1,812,420

 
 
Commercial & industrial
1,283,865

 
1,278,347

 
 
Commercial construction
865,666

 
796,158

 
 
Equipment financing
605,984

 
564,614

 
 
Total commercial
6,243,008

 
6,099,443

 
 
Residential mortgage
1,063,840

 
1,049,232

 
 
Home equity lines of credit
683,771

 
694,010

 
 
Residential construction
200,708

 
211,011

 
 
Consumer direct
121,174

 
122,013

 
 
Indirect auto
180,753

 
207,692

 
 
Total loans
$
8,493,254

 
$
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
15

 
15

 
 
Commercial construction
11

 
9

 
 
Equipment financing
7

 
7

 
 
Total commercial
74

 
73

 
 
Residential mortgage
13

 
13

 
 
Home equity lines of credit
8

 
8

 
 
Residential construction
2

 
3

 
 
Consumer direct
1

 
1

 
 
Indirect auto
2

 
2

 
 
Total
100
%
 
100
%
 
 
 
 
 
 
 
 
By Geographic Location
 
 
 
 
 
North Georgia
$
970,072

 
$
980,968

 
 
Atlanta MSA
1,523,406

 
1,506,990

 
 
North Carolina
1,074,024

 
1,071,790

 
 
Coastal Georgia
603,385

 
587,988

 
 
Gainesville MSA
242,984

 
246,715

 
 
East Tennessee
458,349

 
477,403

 
 
South Carolina
1,674,012

 
1,645,567

 
 
Commercial Banking Solutions
1,766,269

 
1,658,288

 
 
Indirect auto
180,753

 
207,692

 
 
Total loans
$
8,493,254

 
$
8,383,401

 
 

Substantially all of United’s loans are to customers located in the immediate market areas of its community banks in Georgia, South Carolina, North Carolina and Tennessee, including customers who have a seasonal residence in United’s market areas, or are generated by the Commercial Banking Solutions division that focuses on specific commercial loan businesses, such as equipment financing and SBA and franchise lending. Approximately 74% of United’s loans are secured by real estate. Total loans averaged $8.43 billion in the first quarter of 2019, compared with $7.99 billion in the first quarter of 2018, an increase of 5% due to organic growth and the inclusion of Navitas loans for the entire first quarter of 2019.


49



United’s home equity lines generally require the payment of interest only for a set period after origination. After this initial period, the outstanding balance begins amortizing and requires the payment of both principal and interest. At March 31, 2019 and December 31, 2018, the funded portion of home equity lines totaled $684 million and $694 million, respectively. Of the $684 million in balances outstanding at March 31, 2019, $405 million, or 59%, were secured by first liens. At March 31, 2019, 52% of the total available home equity lines were drawn upon.
 
United monitors the performance of its home equity loans and lines secured by second liens similar to other consumer loans and utilizes assumptions specific to these loans in determining the necessary allowance. United also receives notification when the first lien holder is in the process of foreclosure and upon that notification, management reviews current valuations to determine if any charge-offs are warranted and whether it is in United’s best interest to pay off the first lien creditor.

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 administration 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 administration function is included in Item 1 under the heading Lending Activities in United’s Annual Report on Form 10-K for the year ended December 31, 2018.
 
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 loan is in bankruptcy.

The table below presents performing classified loans for the last five quarters.
 
Table 7 - Performing Classified Loans
(in thousands)
 
March 31, 2019
 
December 31, 2018
 
September 30, 2018
 
June 30, 2018
 
March 31, 2018
By Category
 

 
 

 
 

 
 

 
 

Owner occupied commercial real estate
$
32,433

 
$
32,909

 
$
38,601

 
$
42,169

 
$
42,096

Income producing commercial real estate
19,277

 
18,048

 
24,170

 
26,120

 
24,984

Commercial & industrial
21,125

 
20,980

 
21,509

 
17,820

 
11,003

Commercial construction
8,019

 
9,549

 
8,012

 
10,102

 
8,422

Equipment financing
115

 
217

 
274

 
820

 
414

Total commercial
80,969

 
81,703

 
92,566

 
97,031

 
86,919

Residential mortgage
5,600

 
5,623

 
13,582

 
14,970

 
14,824

Home equity
1,610

 
1,665

 
4,818

 
5,117

 
5,491

Residential construction
249

 
293

 
1,397

 
1,567

 
1,506

Consumer direct
222

 
165

 
416

 
498

 
1,142

Indirect auto
1,555

 
1,334

 
1,704

 
1,291

 
1,498

Total
$
90,205

 
$
90,783

 
$
114,483

 
$
120,474

 
$
111,380

 
 
 
 
 
 
 
 
 
 
By Market
 
 
 
 
 
 
 
 
 
North Georgia
$
17,066

 
$
16,477

 
$
23,540

 
$
25,417

 
$
26,243

Atlanta MSA
10,334

 
10,863

 
13,410

 
13,640

 
12,145

North Carolina
10,019

 
11,556

 
18,315

 
24,886

 
27,186

Coastal Georgia
2,790

 
2,730

 
3,214

 
3,550

 
3,075

Gainesville MSA
508

 
519

 
950

 
966

 
662

East Tennessee
9,396

 
8,543

 
11,783

 
12,737

 
12,402

South Carolina
28,481

 
26,277

 
28,533

 
22,841

 
26,800

Commercial Banking Solutions
10,056

 
12,484

 
13,034

 
15,146

 
1,369

Indirect auto
1,555

 
1,334

 
1,704

 
1,291

 
1,498

Total loans
$
90,205

 
$
90,783

 
$
114,483

 
$
120,474

 
$
111,380



50



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, United also has an internal loan review team which directly reviews the portfolio in conjunction with external loan review to ensure the objectivity of the loan review process.

The following table presents a summary of the changes in the allowance for credit losses for the periods indicated.
Table 8 - Allowance for Credit Losses
(in thousands)
 
 
Three Months Ended
March 31,
 
 
 
2019
 
2018
 
 
Allowance for loan and lease losses at beginning of period
$
61,203

 
$
58,914

 
 
Charge-offs:
 
 
 
 
 
Owner occupied commercial real estate
5

 
60

 
 
Income producing commercial real estate
197

 
657

 
 
Commercial & industrial
1,519

 
384

 
 
Commercial construction
69

 
363

 
 
Equipment financing
1,424

 
139

 
 
Residential mortgage
61

 
70

 
 
Home equity lines of credit
337

 
124

 
 
Residential construction
4

 

 
 
Consumer direct
547

 
651

 
 
Indirect auto
197

 
436

 
 
Total loans charged-off
4,360

 
2,884

 
 
Recoveries:
 
 
 
 
 
Owner occupied commercial real estate
69

 
103

 
 
Income producing commercial real estate
20

 
235

 
 
Commercial & industrial
163

 
389

 
 
Commercial construction
394

 
97

 
 
Equipment financing
143

 
97

 
 
Residential mortgage
48

 
123

 
 
Home equity lines of credit
122

 
35

 
 
Residential construction
26

 
64

 
 
Consumer direct
207

 
160

 
 
Indirect auto
38

 
80

 
 
Total recoveries
1,230

 
1,383

 
 
Net charge-offs
3,130

 
1,501

 
 
Provision for loan and lease losses
3,569

 
3,672

 
 
Allowance for loan and lease losses at end of period
61,642

 
61,085

 
 
 
 
 
 
 
 
Allowance for unfunded commitments at beginning of period
3,410

 
2,312

 
 
Provision for losses on unfunded commitments
(269
)
 
128

 
 
Allowance for unfunded commitments at end of period
3,141

 
2,440

 
 
Allowance for credit losses
$
64,783

 
$
63,525

 
 
 
 
 
 
 
 
Total loans and leases:
 
 
 
 
 
At period-end
$
8,493,254

 
$
8,184,249

 
 
Average
8,429,976

 
7,993,339

 
 
Allowance for loan and lease losses as a percentage of period-end loans and leases
0.73
%
 
0.75
%
 
 
As a percentage of average loans (annualized):
 
 
 
 
 
Net charge-offs
0.15

 
0.08

 
 
Provision for loan and lease losses
0.17

 
0.19

 
 

51



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.

The allowance for credit losses, which includes a portion related to unfunded commitments, totaled $64.8 million at March 31, 2019, compared with $64.6 million at December 31, 2018. At March 31, 2019, the allowance for loan losses was $61.6 million, or 0.73% 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 March 31, 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 9 - Nonperforming Assets
(in thousands)
 
March 31, 2019
 
December 31, 2018
Nonaccrual loans
$
23,624

 
$
23,778

Foreclosed properties/other real estate owned ("OREO")
1,127

 
1,305

Total nonperforming assets
$
24,751

 
$
25,083

 
 
 
 
Nonaccrual loans as a percentage of total loans and leases
0.28
%
 
0.28
%
Nonperforming assets as a percentage of total loans and OREO
0.29

 
0.30

Nonperforming assets as a percentage of total assets
0.20

 
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 March 31, 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.


52



The following table summarizes nonperforming assets by category and market as of the dates indicated.
Table 10 - Nonperforming Assets by Category and Market
(in thousands)
 
March 31, 2019
 
December 31, 2018
 
Nonaccrual
Loans
 
Foreclosed
Properties
 
Total
NPAs
 
Nonaccrual
Loans
 
Foreclosed
Properties
 
Total
NPAs
BY CATEGORY
 

 
 

 
 

 
 

 
 

 
 

Owner occupied commercial real estate
$
7,030

 
$
145

 
$
7,175

 
$
6,421

 
$
170

 
$
6,591

Income producing commercial real estate
1,276

 

 
1,276

 
1,160

 

 
1,160

Commercial & industrial
1,666

 

 
1,666

 
1,417

 

 
1,417

Commercial construction
473

 
421

 
894

 
605

 
421

 
1,026

Equipment financing
1,813

 

 
1,813

 
2,677

 

 
2,677

Total commercial
12,258

 
566

 
12,824

 
12,280

 
591

 
12,871

Residential mortgage
8,281

 
336

 
8,617

 
8,035

 
654

 
8,689

Home equity lines of credit
2,233

 
185

 
2,418

 
2,360

 
60

 
2,420

Residential construction
347

 
40

 
387

 
288

 

 
288

Consumer direct
47

 

 
47

 
89

 

 
89

Indirect auto
458

 

 
458

 
726

 

 
726

Total NPAs
$
23,624

 
$
1,127

 
$
24,751

 
$
23,778

 
$
1,305

 
$
25,083

 
 
 
 
 
 
 
 
 
 
 
 
BY MARKET
 
 
 
 
 
 
 
 
 
 
 
North Georgia
$
5,848

 
$
430

 
$
6,278

 
$
6,527

 
$
286

 
$
6,813

Atlanta MSA
1,951

 

 
1,951

 
1,578

 

 
1,578

North Carolina
3,464

 
484

 
3,948

 
3,259

 
743

 
4,002

Coastal Georgia
1,881

 

 
1,881

 
1,491

 

 
1,491

Gainesville MSA
187

 

 
187

 
479

 

 
479

East Tennessee
1,555

 

 
1,555

 
1,147

 

 
1,147

South Carolina
4,476

 
213

 
4,689

 
4,123

 
276

 
4,399

Commercial Banking Solutions
3,804

 

 
3,804

 
4,448

 

 
4,448

Indirect auto
458

 

 
458

 
726

 

 
726

Total NPAs
$
23,624

 
$
1,127

 
$
24,751

 
$
23,778

 
$
1,305

 
$
25,083


 
At March 31, 2019 and December 31, 2018, United had $50.3 million and $52.4 million, respectively, in loans with terms that have been modified in troubled debt restructurings (“TDRs”). Included therein were $6.68 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 $43.7 million and $45.3 million, respectively, were performing according to their modified terms and are therefore not considered to be nonperforming assets.
 
At March 31, 2019 and December 31, 2018, there were $53.8 million and $55.4 million, respectively, of loans classified as impaired under the definition outlined in the Accounting Standards Codification, including TDRs which are by definition considered impaired. Included in impaired loans at March 31, 2019 and December 31, 2018 was $21.7 million and $23.5 million, respectively, that did not require specific reserves or had previously been charged down to net realizable value. The remaining balance of impaired loans at March 31, 2019 and December 31, 2018 of $32.1 million and $32.0 million, respectively, had specific reserves that totaled $2.22 million and $2.31 million, respectively. The average recorded investment in impaired loans for the first quarters of 2019 and 2018 was $54.3 million and $66.2 million, respectively. For the three months ended March 31, 2019, United recognized $745,000 in interest revenue on impaired loans compared to $746,000 for the same period of the prior year.


53



The table below summarizes activity in nonperforming assets for the periods indicated.
Table 11 - Activity in Nonperforming Assets
(in thousands)
 
First Quarter 2019
 
First Quarter 2018
 
Nonaccrual
Loans
 
Foreclosed
Properties
 
Total
NPAs
 
Nonaccrual
Loans
 
Foreclosed
Properties
 
Total
NPAs
Beginning Balance
$
23,778

 
$
1,305

 
$
25,083

 
$
23,658

 
$
3,234

 
$
26,892

Acquisitions

 

 

 
428

 

 
428

Loans placed on nonaccrual
6,759

 

 
6,759

 
7,463

 

 
7,463

Payments received
(3,520
)
 

 
(3,520
)
 
(3,534
)
 

 
(3,534
)
Loan charge-offs
(2,714
)
 

 
(2,714
)
 
(1,150
)
 

 
(1,150
)
Foreclosures
(679
)
 
751

 
72

 
(625
)
 
625

 

Property sales

 
(974
)
 
(974
)
 

 
(957
)
 
(957
)
Write downs

 
(15
)
 
(15
)
 

 
(72
)
 
(72
)
Net gains (losses) on sales

 
60

 
60

 

 
(116
)
 
(116
)
Ending Balance
$
23,624

 
$
1,127

 
$
24,751

 
$
26,240

 
$
2,714

 
$
28,954

 
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.

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 March 31, 2019 and December 31, 2018, United had debt securities held-to-maturity with a carrying amount of $265 million and $274 million, respectively, and debt securities available-for-sale totaling $2.45 billion and $2.63 billion, respectively. At March 31, 2019 and December 31, 2018, the securities portfolio represented approximately 22% and 23%, respectively, of total assets. During the first quarter of 2019, management 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 United’s fixed income securities at March 31, 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 months ended March 31, 2019 or 2018.
 
At March 31, 2019 and December 31, 2018, 10% and 12%, respectively, of the securities portfolio was invested in floating-rate securities.
 

54



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. There were no events or circumstances that led management to believe that any impairment exists in goodwill or other intangible assets.
 
Deposits
 
Total customer deposits, excluding brokered deposits, as of March 31, 2019 were $9.98 billion, compared to $9.85 billion at December 31, 2018. Total core transaction deposits (demand, NOW, money market and savings deposits, excluding public funds deposits) of $7.09 billion at March 31, 2019 increased $135 million since December 31, 2018. Total customer time deposits increased $70.2 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, respectively, as of March 31, 2019 and December 31, 2018. United anticipates continued use of this short and long-term source of funds, although the decrease in the first quarter of 2019 was attributable to management’s strategy to deleverage the balance sheet by reducing securities and wholesale borrowings. At March 31, 2019 and December 31, 2018, United also had long-term debt outstanding of $257 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 United’s Annual Report on Form 10-K for the year ended December 31, 2018.

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 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 Annual Report on Form 10-K for the year ended December 31, 2018 for additional information on off-balance sheet arrangements.


55



Interest Rate Sensitivity Management

The absolute level and volatility of interest rates can have a significant effect on profitability, primarily in United’s core community banking activities of extending loans and accepting deposits. 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 United’s 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 a number of 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 March 31, 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 12 - Interest Sensitivity
 
 
 
Increase (Decrease) in Net Interest Revenue from Base Scenario at
 
 
 
 
March 31, 2019
 
December 31, 2018
 
 
Change in Rates
 
Shock
 
Ramp
 
Shock
 
Ramp
 
 
100 basis point increase
 
1.91
 %
 
1.29
 %
 
(0.37
)%
 
(0.81
)%
 
 
100 basis point decrease
 
(3.45
)
 
(2.56
)
 
(2.89
)
 
(2.17
)
 
 
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.


56



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 where 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. United expects that $118,000 will be reclassified as an increase to interest expense from other comprehensive income over the next twelve months related to these terminated cash flow hedges.
 
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, brokered deposits and securities sold under agreements to repurchase. 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 entity and apart from the Bank, it must provide for its own liquidity. United’s holding company is responsible for the payment of dividends declared for its common shareholders, and interest and principal on any outstanding debt or trust preferred 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 March 31, 2019, United had sufficient qualifying collateral to increase FHLB advances by $1.20 billion and Federal Reserve discount window borrowing capacity of $1.56 billion, as well as unpledged investment securities of $1.88 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 $35.9 million for the three months ended March 31, 2019. Net income of $44.3 million for the three-month period included non-cash expenses for the following: deferred income tax expense of $658,000, depreciation, amortization and accretion of $6.37 million, provision expense of $3.30 million and stock-based compensation expense of $1.99 million. Uses of cash from operating activities included a decrease in accrued expenses and other

57



liabilities of $5.99 million, an increase in other assets and accrued interest receivable of $6.21 million, and an increase in loans held for sale of $7.41 million. Net cash provided by investing activities of $113 million consisted primarily of proceeds from sales and maturities and calls of debt securities available for sale and equity securities of $179 million and $60.8 million, respectively, and proceeds from maturities and calls of debt securities held to maturity of $9.05 million. These sources of cash were offset by a $90.4 million net increase in loans, $34.7 million in purchases of debt securities available for sale and equity securities, and $11.7 million in purchases of premises and equipment. Net cash used in financing activities of $150 million consisted primarily of a net decrease in FHLB advances of $120 million, cash dividends of $12.9 million and repayments of long-term debt of $10.1 million. In the opinion of management, United’s liquidity position at March 31, 2019, was sufficient to meet its expected cash flow requirements.

Capital Resources and Dividends
 
Shareholders’ equity at March 31, 2019 was $1.51 billion, an increase of $50.6 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 $7.84 million in share repurchases. Accumulated other comprehensive loss, which includes unrealized gains and losses on securities available-for-sale, the unrealized gains and losses on derivatives qualifying as cash flow hedges and unamortized prior service cost and actuarial gains and losses on United’s defined benefit pension plans, is excluded in the calculation of regulatory capital adequacy ratios.
 
The following table shows United’s capital ratios, as calculated under applicable regulatory guidelines, at March 31, 2019 and December 31, 2018. As of March 31, 2019, capital levels remained characterized as “well-capitalized” under the Basel III Capital Rules in effect at the time.

Table 13 – Capital Ratios
(dollars in thousands)
 
 
Basel III Guidelines
 
United Community Banks, Inc.
(Consolidated)
 
United Community Bank
 
 
Minimum (1)
 
Well
Capitalized
 
March 31, 2019
 
December 31, 2018
 
March 31, 2019
 
December 31, 2018
Risk-based ratios:
 
 
 
 
 
 
 
 
 
 
 
 
Common equity tier 1 capital
 
4.5
%
 
6.5
%
 
12.44
%
 
12.16
%
 
13.35
%
 
12.91
%
Tier 1 capital
 
6.0

 
8.0

 
12.69

 
12.42

 
13.35

 
12.91

Total capital
 
8.0

 
10.0

 
14.55

 
14.29

 
14.04

 
13.60

Leverage ratio
 
4.0

 
5.0

 
9.88

 
9.61

 
10.40

 
9.98

 
 
 
 
 
 
 
 
 
 
 
 
 
Common equity tier 1 capital
 
 
 
 
 
$
1,180,309

 
$
1,148,355

 
$
1,264,669

 
$
1,216,449

Tier 1 capital
 
 
 
 
 
1,204,559

 
1,172,605

 
1,264,669

 
1,216,449

Total capital
 
 
 
 
 
1,380,963

 
1,348,843

 
1,329,452

 
1,281,062

Risk-weighted assets
 
 
 
 
 
9,491,554

 
9,441,622

 
9,469,757

 
9,421,009

Average total assets
 
 
 
 
 
12,186,441

 
12,207,986

 
12,159,520

 
12,183,341

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

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 14 - 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
 


 


 


 


 
34.18

 
30.52

 
30.67

 
402,230

Third quarter
 

 

 

 

 
31.93

 
27.82

 
27.89

 
414,541

Fourth quarter
 
 
 
 
 
 
 
 
 
28.88

 
20.23

 
21.46

 
509,152



58



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 March 31, 2019 from that presented in the Annual Report on Form 10-K for the year ended December 31, 2018. The interest rate sensitivity position at March 31, 2019 is included in Table 12 in management’s discussion and analysis of this report.
 
Item 4.    Controls and Procedures
 
United’s management, including the Chief Executive Officer and Chief Financial Officer, supervised and participated in an evaluation of United’s disclosure controls and procedures as of March 31, 2019. Based on, and as of the date of that evaluation, United’s Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective in accumulating and communicating information to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures of that information under the SEC’s rules and forms and that the disclosure controls and procedures are designed to ensure that the information required to be disclosed in reports that are filed or submitted by United under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There were no significant changes in the internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.
 

59



Part II.    Other Information
 
Item 1. Legal Proceedings
 
In the ordinary course of operations, United and the Bank are defendants in 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 change in 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 Annual Report on Form 10-K for the year ended December 31, 2018

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
The following table contains information for shares repurchased during the first quarter of 2019.
(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)
January 1, 2019 - January 31, 2019
 
95,000

 
$
26.13

 
95,000

 
$
47,518

February 1, 2019 - February 28, 2019
 
81,600

 
26.61

 
81,600

 
45,347

March 1, 2019 - March 31, 2019
 
128,452

 
24.80

 
128,452

 
42,160

Total
 
305,052

 
$
25.70

 
305,052

 
$
42,160

 
(1) In November 2018, United’s Board of Directors approved an increase and extension of the existing common stock repurchase plan, authorizing $50 million of repurchases through December 31, 2019. Under the program, the shares may be repurchased periodically in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance with federal securities laws. The actual timing, number and value of shares repurchased under the program depends on a number of factors, including the market price of United’s common stock, general market and economic conditions, and applicable legal requirements.
 
Item 3. Defaults upon Senior Securities – None
 
Item 4. Mine Safety Disclosures – None
 
Item 5. Other Information – None



60



Item 6. Exhibits
 
Exhibit No.
 
Description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101.INS
 
XBRL Instance Document
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document


61



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:  May 8, 2019
 


62