QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2021
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ___________ to ___________
Commission file number 001-35095
UNITED COMMUNITY BANKS, INC.
(Exact name of registrant as specified in its charter)
Georgia
58-1807304
(State of incorporation)
(I.R.S. Employer Identification No.)
125 Highway 515 East
Blairsville, Georgia
30512
(Address of principal executive offices)
(Zip code)
(706) 781-2265
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common stock, par value $1 per share
UCBI
Nasdaq Global Select Market
Depositary shares, each representing 1/1000th interest in a share of Series I Non-Cumulative Preferred Stock
UCBIO
Nasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
There were 89,293,000 shares of the registrant’s common stock, par value $1 per share, outstanding as of October 31, 2021.
The following terms may be used throughout this report, including the consolidated financial statements and related notes.
Term
Definition
2020 10-K
Annual Report on Form 10-K for the year ended December 31, 2020
ACL
Allowance for credit losses
AFS
Available-for-sale
ALCO
Asset/Liability Management Committee
AOCI
Accumulated other comprehensive income (loss)
Aquesta
Aquesta Financial Holdings, Inc. and its wholly-owned subsidiary, Aquesta Bank
ASU
Accounting standards update
Bank
United Community Bank
Board
United Community Banks Inc., Board of Directors
BOLI
Bank-owned life insurance
CARES Act
Coronavirus Aid, Relief, and Economic Security Act
CECL
Current expected credit loss model
CET1
Common equity tier 1
CME
Chicago Mercantile Exchange
Company
United Community Banks Inc. (interchangeable with "United" below)
CVA
Credit valuation adjustments
FASB
Financial Accounting Standards Board
FDIC
Federal Deposit Insurance Corporation
Federal Reserve
Federal Reserve System
FHLB
Federal Home Loan Bank
FinTrust
FinTrust Capital Partners, LLC, and its operating subsidiaries, FinTrust Capital Advisors, LLC, FinTrust Capital Benefits Group, LLC and FinTrust Brokerage Services, LLC
FTE
Fully taxable equivalent
GAAP
Accounting principles generally accepted in the United States of America
GSE
U.S. government-sponsored enterprise
HELOC
Home equity lines of credit
Holding Company
United Community Banks, Inc. on an unconsolidated basis
HTM
Held-to-maturity
LIBOR
London Interbank Offered Rate
MD&A
Management's Discussion and Analysis of Financial Condition and Results of Operations
MBS
Mortgage-backed securities
NOW
Negotiable order of withdrawal
NPA
Nonperforming asset
OCI
Other comprehensive income (loss)
PCD
Purchased credit deteriorated
PPP
Paycheck Protection Program
Reliant
Reliant Bancorp, Inc. and its wholly-owned subsidiary, Reliant Bank
Report
Quarterly Report on Form 10-Q
SBA
United States Small Business Administration
Seaside
Seaside National Bank & Trust, subsidiary bank of Three Shores Bancorporation, Inc.
SEC
Securities and Exchange Commission
TDR
Troubled debt restructuring
Three Shores
Three Shores Bancorporation, Inc., parent company of Seaside National Bank & Trust
U.S. Treasury
United States Department of the Treasury
United
United Community Banks, Inc. and its direct and indirect subsidiaries
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither statements of historical or current fact nor are they assurances of future performance 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 similar expressions. 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 our future performance, operations, products and services, and should be viewed with caution.
Because forward-looking statements relate to the future, they are subject to known and unknown risks, uncertainties, assumptions, and changes in circumstances, many of which are beyond our control, and that are difficult to predict as to timing, extent, likelihood and degree of occurrence, and that could cause actual results to differ materially from the results implied or anticipated by the statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, but are not limited to the following:
•negative economic and political conditions that adversely affect the general economy, housing prices, the real estate market, the job market, consumer confidence, the financial condition of our borrowers and consumer spending habits, which may affect, among other things, the levels of non-performing assets, charge-offs and provision expense;
•changes in loan underwriting, credit review or loss policies associated with economic conditions, examination conclusions or regulatory developments, either as they currently exist or as they may be affected by conditions associated with the COVID-19 pandemic;
•the COVID-19 pandemic and its continuing effects on the economic and business environments in which we operate;
•strategic, market, operational, liquidity and interest rate risks associated with our business;
•continuation of historically low interest rates coupled with other potential fluctuations or unanticipated changes in the interest rate environment, including interest rate changes made by the Federal Reserve, the discontinuation of LIBOR as an interest rate benchmark, and 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 any unanticipated or greater than anticipated adverse conditions in the national or local economies in which we operate;
•our loan concentration in industries or sectors that may experience unanticipated or anticipated adverse conditions greater than other industries or sectors in the national or local economies in which we operate;
•the risks of expansion into new geographic or product markets;
•risks with respect to recent, pending or future mergers or acquisitions, including our ability to successfully complete acquisitions and therefore, to integrate or expand businesses and operations that we acquire;
•our ability to attract and retain key employees;
•competition from financial institutions and other financial service providers, including non-bank financial technology providers, and our ability to attract customers from other financial institutions;
•losses due to fraudulent and negligent conduct of our customers, third party service providers or employees;
•cybersecurity risks and the vulnerability of our network and online banking portals, and the systems of parties with whom we contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches that could adversely affect our business and financial performance or reputation;
•our reliance on third parties to provide key components of our business infrastructure and services required to operate our business;
•the risk that we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial services market;
•the availability of and access to capital;
•legislative (e.g., tax), regulatory or accounting changes that may adversely affect us;
•volatility in the ACL resulting from the CECL methodology, either alone or as that may be affected by conditions arising out of the COVID-19 pandemic;
•adverse results (including judgments, costs, fines, reputational harm, inability to obtain necessary approvals and/or other negative effects) from current or future litigation, regulatory proceedings, examinations, investigations, or similar matters, or developments related thereto;
•any matter that would cause us to conclude that there was impairment of any asset, including intangible assets, such as goodwill;
•limitations on our ability to declare and pay dividends and other distributions from the Bank to the Holding Company, which could affect Holding Company liquidity, including the ability to pay dividends to shareholders or undertake other capital initiatives, such as share repurchases; and
•other risks and uncertainties disclosed in documents filed or furnished by us with or to the SEC, any of which could cause actual results to differ materially from future results expressed, implied or otherwise anticipated by such forward-looking statements.
We caution readers that the foregoing list of factors is not exclusive, is not necessarily in order of importance and readers should not place undue reliance on forward-looking statements. Additional factors that may cause actual results to differ materially from those contemplated by any forward-looking statements also may be found in our 2020 10-K (including the “Risk Factor” section of that report), Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC and available at the SEC’s website at http://www.sec.gov. We do not intend to and, except as required by law, hereby disclaim any obligation to update or revise any forward-looking statement contained in this Report, which speaks only as of the date hereof, whether as a result of new information, future events, or otherwise. The financial statements and information contained herein have not been reviewed, or confirmed for accuracy or relevance, by the FDIC or any other regulator.
4
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
UNITED COMMUNITY BANKS, INC.
Consolidated Balance Sheets(Unaudited)
(in thousands, except share data)
September 30, 2021
December 31, 2020
ASSETS
Cash and due from banks
$
131,785
$
148,896
Interest-bearing deposits in banks
1,686,008
1,459,723
Cash and cash equivalents
1,817,793
1,608,619
Debt securities available-for-sale
4,251,436
3,224,721
Debt securities held-to-maturity (fair value $1,079,925 and $437,193, respectively)
1,083,324
420,361
Loans held for sale at fair value
68,424
105,433
Loans and leases held for investment
11,191,037
11,370,815
Less allowance for credit losses - loans and leases
(99,620)
(137,010)
Loans and leases, net
11,091,417
11,233,805
Premises and equipment, net
225,350
218,489
Bank owned life insurance
204,282
201,969
Accrued interest receivable
41,561
47,672
Net deferred tax asset
37,617
38,411
Derivative financial instruments
53,296
86,666
Goodwill and other intangible assets, net
400,994
381,823
Other assets
205,663
226,405
Total assets
$
19,481,157
$
17,794,374
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Noninterest-bearing demand
$
6,492,519
$
5,390,291
Interest-bearing deposits
10,372,898
9,842,067
Total deposits
16,865,417
15,232,358
Long-term debt
247,139
326,956
Derivative financial instruments
26,065
29,003
Accrued expenses and other liabilities
220,178
198,527
Total liabilities
17,358,799
15,786,844
Shareholders' equity:
Preferred stock, $1 par value: 10,000,000 shares authorized;
Series I, $25,000 per share liquidation preference; 4,000 shares issued and outstanding
96,422
96,422
Common stock, $1 par value: 200,000,000 and 150,000,000 shares authorized, respectively;
86,558,647 and 86,675,279 shares issued and outstanding, respectively
86,559
86,675
Common stock issuable: 588,258 and 600,834 shares, respectively
11,098
10,855
Capital surplus
1,631,709
1,638,999
Retained earnings
298,503
136,869
Accumulated other comprehensive (loss) income
(1,933)
37,710
Total shareholders' equity
2,122,358
2,007,530
Total liabilities and shareholders' equity
$
19,481,157
$
17,794,374
See accompanying notes to consolidated financial statements (unaudited).
5
UNITED COMMUNITY BANKS, INC.
Consolidated Statements of Income(Unaudited)
(in thousands, except per share data)
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Interest revenue:
Loans, including fees
$
128,477
$
126,936
$
382,261
$
352,861
Investment securities, including tax exempt of $2,280 and $1,895 and $6,685 and
$4,988, respectively
18,540
14,558
51,530
47,567
Deposits in banks and short-term investments
658
279
1,235
1,497
Total interest revenue
147,675
141,773
435,026
401,925
Interest expense:
Deposits
3,142
8,998
11,981
35,344
Short-term borrowings
—
29
2
31
Long-term debt
3,494
4,292
11,564
10,186
Total interest expense
6,636
13,319
23,547
45,561
Net interest revenue
141,039
128,454
411,479
356,364
(Release of) provision for credit losses
(11,034)
21,793
(36,903)
77,527
Net interest revenue after provision for credit losses
152,073
106,661
448,382
278,837
Noninterest income:
Service charges and fees
9,350
8,260
25,255
23,893
Mortgage loan gains and other related fees
13,828
25,144
47,536
57,113
Wealth management fees
5,554
3,055
12,881
6,019
Gains from sales of other loans, net
2,353
1,175
7,506
3,889
Securities gains, net
—
746
41
746
Other
9,010
10,302
27,422
23,074
Total noninterest income
40,095
48,682
120,641
114,734
Total revenue
192,168
155,343
569,023
393,571
Noninterest expenses:
Salaries and employee benefits
60,458
59,067
180,457
162,236
Communications and equipment
7,368
6,960
21,979
19,462
Occupancy
7,096
7,050
21,130
18,709
Advertising and public relations
1,458
1,778
4,150
5,312
Postage, printing and supplies
1,731
1,703
5,171
4,986
Professional fees
5,347
5,083
14,509
14,003
Lending and loan servicing expense
2,450
3,043
8,508
8,525
Outside services - electronic banking
2,308
1,888
6,811
5,516
FDIC assessments and other regulatory charges
1,723
1,346
5,520
4,388
Amortization of intangibles
1,028
1,099
2,942
3,126
Merger-related and other charges
1,437
3,361
4,058
4,566
Other
4,345
3,603
12,248
10,670
Total noninterest expenses
96,749
95,981
287,483
261,499
Income before income taxes
95,419
59,362
281,540
132,072
Income tax expense
21,603
11,755
63,758
27,485
Net income
$
73,816
$
47,607
$
217,782
$
104,587
Net income available to common shareholders
$
71,649
$
45,437
$
211,283
$
101,994
Net income per common share:
Basic
$
0.82
$
0.52
$
2.42
$
1.25
Diluted
0.82
0.52
2.42
1.25
Weighted average common shares outstanding:
Basic
87,211
87,129
87,274
81,815
Diluted
87,355
87,205
87,413
81,876
See accompanying notes to consolidated financial statements (unaudited).
6
UNITED COMMUNITY BANKS, INC.
Consolidated Statements of Comprehensive Income(Unaudited)
(in thousands)
Three Months Ended September 30,
Nine Months Ended September 30,
Before-tax Amount
Tax
(Expense)
Benefit
Net of Tax Amount
Before-tax Amount
Tax (Expense) Benefit
Net of Tax Amount
2021
Net income
$
95,419
$
(21,603)
$
73,816
$
281,540
$
(63,758)
$
217,782
Other comprehensive income:
Unrealized losses on available-for-sale securities:
Unrealized holding losses
(18,915)
4,686
(14,229)
(58,882)
15,766
(43,116)
Reclassification adjustment for gains included in net income
—
—
—
(41)
14
(27)
Net unrealized losses
(18,915)
4,686
(14,229)
(58,923)
15,780
(43,143)
Derivative instruments designated as cash flow hedges:
Unrealized holding gains on derivatives
431
(111)
320
3,475
(888)
2,587
Reclassification of losses on derivative instruments realized in net income
153
(39)
114
444
(113)
331
Net cash flow hedge activity
584
(150)
434
3,919
(1,001)
2,918
Amortization of prior service cost and actuarial losses included in net periodic pension cost for defined benefit pension plan
260
(66)
194
782
(200)
582
Total other comprehensive loss
(18,071)
4,470
(13,601)
(54,222)
14,579
(39,643)
Comprehensive income
$
77,348
$
(17,133)
$
60,215
$
227,318
$
(49,179)
$
178,139
2020
Net income
$
59,362
$
(11,755)
$
47,607
$
132,072
$
(27,485)
$
104,587
Other comprehensive income:
Unrealized gains on available-for-sale securities
941
(181)
760
43,611
(10,583)
33,028
Reclassification adjustment for gains included in net income
(746)
191
(555)
(746)
191
(555)
Net unrealized gains
195
10
205
42,865
(10,392)
32,473
Amortization of losses included in net income on available-for-sale securities transferred to held-to-maturity
544
(130)
414
723
(173)
550
Derivative instruments designated as cash flow hedges:
Unrealized holding losses on derivatives
(324)
83
(241)
(1,152)
294
(858)
Reclassification of losses on derivative instruments realized in net income
130
(33)
97
197
(50)
147
Net cash flow hedge activity
(194)
50
(144)
(955)
244
(711)
Amortization of prior service cost and actuarial losses included in net periodic pension cost for defined benefit pension plan
215
(55)
160
643
(164)
479
Total other comprehensive income
760
(125)
635
43,276
(10,485)
32,791
Comprehensive income
$
60,122
$
(11,880)
$
48,242
$
175,348
$
(37,970)
$
137,378
See accompanying notes to consolidated financial statements (unaudited).
7
UNITED COMMUNITY BANKS, INC.
Consolidated Statement of Changes in Shareholders’ Equity(Unaudited)
(in thousands except share data)
Shares of Common Stock
Preferred Stock
Common Stock
Common Stock Issuable
Capital Surplus
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Total
Balance at June 30, 2020
78,335,127
$
96,660
$
78,335
$
10,646
$
1,480,464
$
64,990
$
40,550
$
1,771,645
Net income
47,607
47,607
Other comprehensive income
635
635
Issuance of preferred stock
(238)
(238)
Preferred stock dividends
(1,814)
(1,814)
Common stock dividends ($0.18 per share)
(15,845)
(15,845)
Common stock issued for acquisitions
8,130,633
8,131
155,458
163,589
Impact of equity-based compensation awards
89,095
89
332
619
1,040
Impact of other United sponsored equity plans
56,259
56
(346)
926
636
Balance at September 30, 2020
86,611,114
$
96,422
$
86,611
$
10,632
$
1,637,467
$
94,938
$
41,185
$
1,967,255
Balance at June 30, 2021
86,664,894
$
96,422
$
86,665
$
10,650
$
1,636,875
$
244,006
$
11,668
$
2,086,286
Net income
73,816
73,816
Other comprehensive loss
(13,601)
(13,601)
Common stock issued for acquisitions
132,299
133
4,268
4,401
Preferred stock dividends
(1,719)
(1,719)
Common stock dividends ($0.20 per share)
(17,600)
(17,600)
Purchases of common stock
(342,744)
(343)
(9,657)
(10,000)
Impact of equity-based compensation awards
101,093
101
345
136
582
Impact of other United sponsored equity plans
3,105
3
103
87
193
Balance at September 30, 2021
86,558,647
$
96,422
$
86,559
$
11,098
$
1,631,709
$
298,503
$
(1,933)
$
2,122,358
Balance at December 31, 2019
79,013,729
$
—
$
79,014
$
11,491
$
1,496,641
$
40,152
$
8,394
$
1,635,692
Net income
104,587
104,587
Other comprehensive income
32,791
32,791
Issuance of preferred stock
96,422
96,422
Common stock issued for acquisitions
8,130,633
8,131
155,458
163,589
Purchases of common stock
(826,482)
(827)
(19,955)
(20,782)
Preferred stock dividends
(1,814)
(1,814)
Common stock dividends ($0.54 per share)
(44,458)
(44,458)
Impact of equity-based compensation awards
151,347
151
1,008
3,458
4,617
Impact of other United sponsored equity plans
141,887
142
(1,867)
1,865
140
Adoption of new accounting standard
(3,529)
(3,529)
Balance at September 30, 2020
86,611,114
$
96,422
$
86,611
$
10,632
$
1,637,467
$
94,938
$
41,185
$
1,967,255
Balance at December 31, 2020
86,675,279
$
96,422
$
86,675
$
10,855
$
1,638,999
$
136,869
$
37,710
$
2,007,530
Net income
217,782
217,782
Other comprehensive loss
(39,643)
(39,643)
Common stock issued for acquisitions
132,299
133
4,268
4,401
Purchases of common stock
(492,744)
(493)
(14,608)
(15,101)
Preferred stock dividends
(5,157)
(5,157)
Common stock dividends ($0.58 per share)
(50,991)
(50,991)
Impact of equity-based compensation awards
171,938
172
992
1,706
2,870
Impact of other United sponsored equity plans
71,875
72
(749)
1,344
667
Balance at September 30, 2021
86,558,647
$
96,422
$
86,559
$
11,098
$
1,631,709
$
298,503
$
(1,933)
$
2,122,358
See accompanying notes to consolidated financial statements (unaudited).
8
UNITED COMMUNITY BANKS, INC.
Consolidated Statements of Cash Flows(Unaudited)
(in thousands)
Nine Months Ended September 30,
2021
2020
Operating activities:
Net income
$
217,782
$
104,587
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion, net
(8,082)
5,332
(Release of) provision for credit losses
(36,903)
77,527
Stock based compensation
4,814
5,939
Deferred income tax expense
21,290
189
Securities gains, net
(41)
(746)
Gains from sales of other loans, net
(7,506)
(3,889)
Changes in assets and liabilities:
Other assets and accrued interest receivable
32,952
(44,570)
Accrued expenses and other liabilities
21,597
(20,869)
Loans held for sale
37,009
(69,875)
Net cash provided by operating activities
282,912
53,625
Investing activities:
Debt securities held-to-maturity:
Proceeds from maturities and calls
51,770
45,171
Purchases
(716,399)
(105,622)
Debt securities available-for-sale:
Proceeds from sales
103,012
40,365
Proceeds from maturities and calls
709,435
604,180
Purchases
(1,909,879)
(668,484)
Net decrease (increase) in loans
234,855
(1,523,516)
Equity investments, outflows
(12,664)
(13,071)
Equity investments, inflows
7,007
50
Proceeds from sales of premises and equipment
2,272
641
Purchases of premises and equipment
(19,733)
(5,991)
Net cash (paid for) received in acquisition
(9,484)
194,606
Proceeds from sale of other real estate
2,404
466
Other investing outflows
(210)
—
Other investing inflows
767
4,836
Net cash used in investing activities
(1,556,847)
(1,426,369)
Financing activities:
Net increase in deposits
1,634,947
1,904,549
Repayment of long-term debt
(80,632)
—
Proceeds from FHLB advances
10,000
5,000
Repayment of FHLB advances
(10,000)
(134,121)
Proceeds from issuance of senior debentures, net of issuance costs
—
98,552
Proceeds from issuance of common stock for dividend reinvestment and employee benefit plans
406
1,078
Cash paid for shares withheld to cover payroll taxes upon vesting of restricted stock units
(2,041)
(2,640)
Proceeds from issuance of Series I preferred stock, net of issuance costs
—
96,422
Repurchase of common stock
(15,101)
(20,782)
Cash dividends on common stock
(49,313)
(43,067)
Cash dividends on preferred stock
(5,157)
(1,814)
Net cash provided by financing activities
1,483,109
1,903,177
Net change in cash and cash equivalents
209,174
530,433
Cash and cash equivalents, beginning of period
1,608,619
515,206
Cash and cash equivalents, end of period
$
1,817,793
$
1,045,639
See accompanying notes to consolidated financial statements (unaudited).
9
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 1 – Basis of Presentation
United’s accounting and financial reporting policies conform to GAAP and reporting guidelines of banking regulatory authorities. 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 2020 10-K.
In management’s opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. These adjustments are normal and recurring accruals considered necessary for a fair and accurate presentation. The results for interim periods are not necessarily indicative of results for the full year or any other interim periods. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes appearing in United’s 2020 10-K.
Effective July 1, 2021, the Bank moved its headquarters from Blairsville, Georgia to Greenville, South Carolina and became a South Carolina state-chartered bank subject to examination and reporting requirements of the South Carolina Board of Financial Institutions. Prior to that date, the Bank was a Georgia state-chartered bank subject to examination and reporting requirements of the Georgia Department of Banking and Finance. Also effective July 1, 2021, the Holding Company elected to become a financial holding company, which allows for engagement in a broader range of financial activities.
Note 2 –Accounting Standards Updates and Recently Adopted Standards
Recently Adopted Standards
In August 2021, the FASB issued ASU No. 2021-06, Presentation of Financial Statements (Topic 205), Financial Services - Depository and Lending (Topic 942) and Financial Services - Investment Companies (Topic 946): August 2021 Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, and No. 33-10835, Update of Statistical Disclosures for Bank and Savings and Loan Registrants. Among other things, this update eliminates redundancies for items covered elsewhere in GAAP, such as loan category presentation. United adopted this update immediately, with no material impact on the consolidated financial statements.
In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements. In addition to consolidating existing disclosure guidance into a single codification section to reduce the likelihood of a required disclosure being missed, this update clarifies the application of select guidance in cases where the original guidance may have been unclear. United adopted this update as of January 1, 2021, with no material impact on the consolidated financial statements.
In October 2020, the FASB issued ASU No. 2020-08, Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs. This update clarifies that an entity should reevaluate whether a callable debt security meets the criteria to adjust the amortization period of any related premium at each reporting period. United adopted this update as of January 1, 2021, with no material impact on the consolidated financial statements.
In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force). This update clarifies whether an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative and how to account for certain forward contracts and purchased options to purchase securities. United adopted this update as of January 1, 2021, with no material impact on the consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This update removes several exceptions related to intraperiod tax allocation when there is a loss from continuing operations and income from other items, foreign subsidiaries becoming equity method investments and vice versa, and calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The guidance also amends requirements related to franchise tax that is partially based on income, a step up in the tax basis of goodwill, allocation of consolidated tax expense to a legal entity not subject to tax in its separate financial statements, the effects of enacted changes in tax laws and other minor codification improvements regarding employee stock ownership plans and investments in qualified affordable housing projects. United adopted this update as of January 1, 2021, with no material impact on the consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. The update removes disclosures
10
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
that are no longer considered cost beneficial, clarifies specific requirements of disclosures, and adds disclosure requirements identified as relevant. United adopted this update as of January 1, 2021, with no material impact on the consolidated financial statements.
Recently Issued Standards
In July 2021, the FASB issued ASU No. 2021-05, Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments. The update amends the lease classification requirements for lessors to align them with practice under the former lease accounting standard. Specifically, lessors should classify a lease with variable lease payments that do not depend on a reference index or rate as an operating lease if certain criteria are met. Adoption of this update, which is effective for United as of January 1, 2022, is not expected to have a material impact on the consolidated financial statements.
Note 3 – Supplemental Cash Flow Information
The supplemental schedule of noncash investing and financing activities for the nine months ended September 30, 2021 and 2020 is as follows (in thousands).
Nine Months Ended September 30,
2021
2020
Significant non-cash investing and financing transactions:
Unsettled government guaranteed loan sales
$
—
$
328
Transfers of loans to foreclosed properties
1,712
586
Unsettled securities purchases
3,977
30,045
Acquisitions:
Assets acquired
22,823
2,174,723
Liabilities assumed
1,103
1,987,026
Net assets acquired
21,720
187,697
Common stock issued in acquisition
4,401
163,589
Accrued purchase price and contingent consideration
7,700
—
Note 4 – Acquisitions
Acquisition of FinTrust
On July 6, 2021, United completed the acquisition of FinTrust Capital Partners, LLC, and its operating subsidiaries, FinTrust Capital Advisors, LLC, FinTrust Capital Benefits Group, LLC and FinTrust Brokerage Services, LLC, collectively referred to as “FinTrust”, an investment advisory firm headquartered in Greenville, South Carolina, with additional locations in Anderson, South Carolina, and Athens and Macon, Georgia. The firm provides wealth and investment management services to individuals and institutions within its markets. As of September 30, 2021, FinTrust had assets under management of $2.10 billion across its advisory, retirement planning and brokerage businesses.
FinTrust shareholders received $21.7 million in total consideration, which consisted of $4.40 million (132,299 shares) of United common stock, $9.62 million cash paid at closing, a $4.40 million payable due on the first anniversary of the acquisition date and $3.30 million of contingent consideration. The contingent consideration represents an earn-out payment due to the sellers of FinTrust on the second anniversary of the acquisition date. The earn-out payment is subject to the achievement of defined target revenue ratios during the two-year period following the acquisition date, which are expected to be fully achieved.
The acquisition was accounted for as a business combination. Accordingly, the assets acquired and liabilities assumed are presented at their fair values as of the acquisition date. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change. Fair values are preliminary and are subject to refinement for a period not to exceed one year after the closing date of an acquisition as information relative to closing date fair values becomes available.
At acquisition, United recognized $22.8 million of assets and $1.10 million of liabilities. Assets acquired included goodwill of $14.2 million and a customer relationship intangible of $7.53 million. Goodwill reflects the value of FinTrust’s broad array of products and services, which enhances United’s existing wealth management business. Goodwill is expected to be deductible for tax purposes. United is amortizing the related customer relationship intangible using the straight-line method over 15 years, which represents the expected useful life of the asset. See Note 8 of this Report for additional disclosures related to goodwill and intangible assets. In addition, United recognized right-of-use assets and operating lease liabilities totaling $822,000 for FinTrust’s leased locations.
11
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Pro forma information
The following table discloses the impact of the acquisitions of FinTrust and Three Shores, which United acquired on July 1, 2020, since the respective acquisition dates through September 30 in the respective year of acquisition. The table also presents certain pro forma information as if FinTrust and Three Shores had been acquired on January 1, 2020 and January 1, 2019, respectively. These results combine the historical results of the acquired entity with United’s consolidated statement of income. Adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity; however pro forma financial results presented are not necessarily indicative of what would have occurred had the acquisitions taken place in earlier years.
Merger-related costs from the FinTrust acquisition of $262,000 and $515,000, respectively, have been excluded from the three and nine months ended September 30, 2021 pro forma information presented below and included in the three and nine months ended September 30, 2020 pro forma information presented below. Merger-related costs from the Three Shores acquisition of $3.36 million and $3.86 million, respectively, have been excluded from the three and nine months ended September 30, 2020 pro forma information presented below. The actual results and pro forma information were as follows (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
Revenue
Net Income (Loss)
Revenue
Net Income (Loss)
2021
Actual FinTrust results included in statement of income since acquisition date
$
2,017
$
(49)
$
2,017
$
(49)
Supplemental consolidated pro forma as if FinTrust had been acquired January 1, 2020
192,168
74,011
572,903
217,827
2020
Actual Three Shores results included in statement of income since acquisition date
$
7,486
$
(129)
$
7,486
$
(129)
Supplemental consolidated pro forma as if FinTrust had been acquired January 1, 2020 and Three Shores had been acquired January 1, 2019
153,991
47,396
424,186
110,879
Note 5 – Investment Securities
The amortized cost basis, unrealized gains and losses and fair value of HTM debt securities as of the dates indicated are as follows (in thousands).
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
As of September 30, 2021
U.S. Treasuries
$
19,796
$
174
$
—
$
19,970
U.S. Government agencies & GSEs
70,191
265
833
69,623
State and political subdivisions
259,842
4,274
4,646
259,470
Residential MBS, Agency & GSEs
304,558
3,267
2,873
304,952
Commercial MBS, Agency & GSEs
413,937
3,518
6,565
410,890
Supranational entities
15,000
20
—
15,020
Total
$
1,083,324
$
11,518
$
14,917
$
1,079,925
As of December 31, 2020
U.S. Government agencies & GSEs
$
10,575
$
26
$
11
$
10,590
State and political subdivisions
197,723
7,658
242
205,139
Residential MBS, Agency & GSEs
113,400
4,774
1
118,173
Commercial MBS, Agency & GSEs
98,663
4,874
246
103,291
Total
$
420,361
$
17,332
$
500
$
437,193
12
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The amortized cost basis, unrealized gains and losses, and fair value of AFS debt securities as of the dates indicated are presented below (in thousands).
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
As of September 30, 2021
U.S. Treasuries
$
237,824
$
2,572
$
1,191
$
239,205
U.S. Government agencies & GSEs
152,675
764
2,721
150,718
State and political subdivisions
264,371
15,638
1,755
278,254
Residential MBS, Agency & GSEs
1,954,880
17,777
17,953
1,954,704
Residential MBS, Non-agency
99,637
3,445
—
103,082
Commercial MBS, Agency & GSEs
706,146
4,411
11,772
698,785
Commercial MBS, Non-agency
15,211
1,502
—
16,713
Corporate bonds
145,161
1,166
355
145,972
Asset-backed securities
661,844
2,689
530
664,003
Total
$
4,237,749
$
49,964
$
36,277
$
4,251,436
As of December 31, 2020
U.S. Treasuries
$
123,677
$
4,395
$
—
$
128,072
U.S. Government agencies & GSEs
152,596
701
325
152,972
State and political subdivisions
253,630
20,891
49
274,472
Residential MBS, Agency & GSEs
1,275,551
29,107
766
1,303,892
Residential MBS, Non-agency
174,322
7,499
128
181,693
Commercial MBS, Agency & GSEs
524,852
8,013
597
532,268
Commercial MBS, Non-agency
15,350
1,513
—
16,863
Corporate bonds
70,057
1,711
1
71,767
Asset-backed securities
562,076
1,278
632
562,722
Total
$
3,152,111
$
75,108
$
2,498
$
3,224,721
Securities with a carrying value of $1.22 billion and $1.11 billion were pledged, primarily to secure public deposits, at September 30, 2021 and December 31, 2020, respectively.
The following table summarizes HTM debt securities in an unrealized loss position as of the dates indicated (in thousands).
Less than 12 Months
12 Months or More
Total
Fair Value
Unrealized Loss
Fair Value
Unrealized Loss
Fair Value
Unrealized Loss
As of September 30, 2021
U.S. Government agencies & GSEs
$
30,983
$
595
$
4,409
$
238
$
35,392
$
833
State and political subdivisions
162,901
4,088
8,937
558
171,838
4,646
Residential MBS, Agency & GSEs
211,328
2,872
118
1
211,446
2,873
Commercial MBS, Agency & GSEs
297,991
6,104
14,302
461
312,293
6,565
Total unrealized loss position
$
703,203
$
13,659
$
27,766
$
1,258
$
730,969
$
14,917
As of December 31, 2020
U.S. Government agencies & GSEs
$
4,677
$
11
$
—
$
—
$
4,677
$
11
State and political subdivisions
14,870
242
—
—
14,870
242
Residential MBS, Agency & GSEs
999
1
—
—
999
1
Commercial MBS, Agency & GSEs
24,956
236
1,352
10
26,308
246
Total unrealized loss position
$
45,502
$
490
$
1,352
$
10
$
46,854
$
500
13
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table summarizes AFS debt securities in an unrealized loss position as of the dates indicated (in thousands).
Less than 12 Months
12 Months or More
Total
Fair Value
Unrealized Loss
Fair Value
Unrealized Loss
Fair Value
Unrealized Loss
As of September 30, 2021
U.S. Treasuries
$
97,602
$
1,191
$
—
$
—
$
97,602
$
1,191
U.S. Government agencies & GSEs
83,931
2,125
15,335
596
99,266
2,721
State and political subdivisions
66,052
1,707
3,189
48
69,241
1,755
Residential MBS, Agency & GSEs
1,178,295
16,930
40,452
1,023
1,218,747
17,953
Commercial MBS, Agency & GSEs
453,563
10,645
32,113
1,127
485,676
11,772
Corporate bonds
65,278
350
330
5
65,608
355
Asset-backed securities
191,637
529
682
1
192,319
530
Total unrealized loss position
$
2,136,358
$
33,477
$
92,101
$
2,800
$
2,228,459
$
36,277
As of December 31, 2020
U.S. Government agencies & GSEs
$
27,952
$
324
$
607
$
1
$
28,559
$
325
State and political subdivisions
9,402
49
—
—
9,402
49
Residential MBS, Agency & GSEs
232,199
766
—
—
232,199
766
Residential MBS, Non-agency
2,331
128
—
—
2,331
128
Commercial MBS, Agency & GSEs
89,918
597
—
—
89,918
597
Corporate bonds
1,410
1
—
—
1,410
1
Asset-backed securities
87,305
28
53,587
604
140,892
632
Total unrealized loss position
$
450,517
$
1,893
$
54,194
$
605
$
504,711
$
2,498
At September 30, 2021, there were 283 AFS debt securities and 88 HTM debt securities that were in an unrealized loss position. United does not intend to sell nor does it believe it will be required to sell securities in an unrealized loss position prior to the recovery of their amortized cost basis. Unrealized losses at September 30, 2021 were primarily attributable to changes in interest rates.
At September 30, 2021 and December 31, 2020, calculated credit losses and, thus, the related ACL on HTM debt securities were de minimis due to the high credit quality of the portfolio, which included securities issued or guaranteed by U.S. Government agencies, GSEs, high credit quality municipalities and supranational entities. As a result, no ACL was recorded on the HTM portfolio at September 30, 2021 or December 31, 2020. In addition, based on the assessments performed at September 30, 2021 and December 31, 2020, there was no ACL required related to the AFS portfolio.
The following table presents accrued interest receivable for the periods indicated on HTM and AFS debt securities (in thousands), which was excluded from the estimate of credit losses.
Accrued Interest Receivable
September 30, 2021
December 31, 2020
HTM
$
3,259
$
1,784
AFS
9,498
9,114
14
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The amortized cost and fair value of AFS and HTM debt securities at September 30, 2021, by contractual maturity, are presented in the following table (in thousands). Expected maturities may differ from contractual maturities because issuers and borrowers may have the right to call or prepay obligations.
AFS
HTM
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Within 1 year:
U.S. Treasuries
$
44,958
$
45,154
$
—
$
—
U.S. Government agencies & GSEs
87
87
—
—
State and political subdivisions
—
—
1,700
1,713
Corporate bonds
2,656
2,662
—
—
47,701
47,903
1,700
1,713
1 to 5 years:
U.S. Treasuries
103,959
106,054
—
—
U.S. Government agencies & GSEs
11,517
11,548
—
—
State and political subdivisions
45,305
47,437
13,765
14,884
Corporate bonds
72,687
73,161
—
—
233,468
238,200
13,765
14,884
5 to 10 years:
U.S. Treasuries
88,907
87,997
19,796
19,970
U.S. Government agencies & GSEs
80,370
78,591
28,910
29,113
State and political subdivisions
117,318
121,642
38,277
38,946
Corporate bonds
68,536
68,752
—
—
Supranational entities
—
—
15,000
15,020
355,131
356,982
101,983
103,049
More than 10 years:
U.S. Government agencies & GSEs
60,701
60,492
41,281
40,510
State and political subdivisions
101,748
109,175
206,100
203,927
Corporate bonds
1,282
1,397
—
—
163,731
171,064
247,381
244,437
Debt securities not due at a single maturity date:
Asset-backed securities
661,844
664,003
—
—
Residential MBS
2,054,517
2,057,786
304,558
304,952
Commercial MBS
721,357
715,498
413,937
410,890
Total
$
4,237,749
$
4,251,436
$
1,083,324
$
1,079,925
Realized gains and losses are derived using the specific identification method for determining the cost of securities sold. The following table summarizes AFS securities sales activity for the three and nine months ended September 30, 2021 and 2020 (in thousands).
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Proceeds from sales
$
24,901
$
39,365
$
103,012
$
40,365
Gross realized gains
$
—
$
746
$
641
$
746
Gross realized losses
—
—
(600)
—
Securities gains, net
$
—
$
746
$
41
$
746
Income tax expense attributable to sales
$
—
$
191
$
14
$
191
15
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 6 – Loans and Leases and Allowance for Credit Losses
Major classifications of the loan and lease portfolio (collectively referred to as the “loan portfolio” or “loans”) are summarized as of the dates indicated as follows (in thousands).
September 30, 2021
December 31, 2020
Owner occupied commercial real estate
$
2,148,946
$
2,090,443
Income producing commercial real estate
2,542,106
2,540,750
Commercial & industrial (1)
1,879,466
2,498,560
Commercial construction
947,023
967,305
Equipment financing
1,016,903
863,830
Total commercial
8,534,444
8,960,888
Residential mortgage
1,532,625
1,284,920
HELOC
661,352
697,117
Residential construction
320,880
281,430
Consumer
141,736
146,460
Total loans
11,191,037
11,370,815
Less allowance for credit losses - loans
(99,620)
(137,010)
Loans, net
$
11,091,417
$
11,233,805
(1) Commercial and industrial loans as of September 30, 2021 and December 31, 2020 included $150 million and $646 million of PPP loans, respectively.
Accrued interest receivable related to loans totaled $27.7 million and $35.5 million at September 30, 2021 and December 31, 2020, respectively, and was reported in accrued interest receivable on the consolidated balance sheets. Accrued interest receivable was excluded from the estimate of credit losses.
At September 30, 2021 and December 31, 2020, the loan portfolio was subject to blanket pledges on certain qualifying loan types with the FHLB and FRB to secure contingent funding sources.
The following table presents loans held for investment that were sold in the periods indicated (in thousands). The gains and losses on these loan sales were included in noninterest income on the consolidated statements of income.
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Guaranteed portion of SBA/USDA loans
$
13,484
$
13,464
$
57,132
$
31,533
Equipment financing receivables
19,273
950
39,240
24,871
Total
$
32,757
$
14,414
$
96,372
$
56,404
At September 30, 2021 and December 31, 2020, equipment financing assets included leases of $38.5 million and $36.8 million, respectively. The components of the net investment in leases, which included both sales-type and direct financing, are presented below (in thousands).
September 30, 2021
December 31, 2020
Minimum future lease payments receivable
$
40,670
$
38,934
Estimated residual value of leased equipment
3,319
3,263
Initial direct costs
675
672
Security deposits
(735)
(727)
Purchase accounting premium
51
117
Unearned income
(5,506)
(5,457)
Net investment in leases
$
38,474
$
36,802
16
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Minimum future lease payments expected to be received from equipment financing lease contracts as of September 30, 2021 were as follows (in thousands):
Year
Remainder of 2021
$
4,192
2022
15,123
2023
10,863
2024
6,237
2025
3,420
Thereafter
835
Total
$
40,670
Nonaccrual and Past Due Loans
The following table presents the aging of the amortized cost basis in loans by aging category and accrual status as of the dates indicated (in thousands). Past due status is based on contractual terms of the loan. The accrual of interest is generally discontinued when a loan becomes 90 days past due. Loans with active COVID-19 deferrals are not reported as past due to the extent they are in compliance with the deferral terms.
Accruing
Current Loans
Loans Past Due
30 - 59 Days
60 - 89 Days
> 90 Days
Nonaccrual Loans
Total Loans
As of September 30, 2021
Owner occupied commercial real estate
$
2,143,540
$
461
$
—
$
—
$
4,945
$
2,148,946
Income producing commercial real estate
2,528,145
210
289
—
13,462
2,542,106
Commercial & industrial
1,870,088
828
43
—
8,507
1,879,466
Commercial construction
945,509
278
34
—
1,202
947,023
Equipment financing
1,013,468
1,227
363
—
1,845
1,016,903
Total commercial
8,500,750
3,004
729
—
29,961
8,534,444
Residential mortgage
1,517,708
1,237
458
—
13,222
1,532,625
HELOC
658,629
1,132
227
—
1,364
661,352
Residential construction
320,190
430
—
—
260
320,880
Consumer
141,248
331
41
—
116
141,736
Total loans
$
11,138,525
$
6,134
$
1,455
$
—
$
44,923
$
11,191,037
As of December 31, 2020
Owner occupied commercial real estate
$
2,079,845
$
2,013
$
3
$
—
$
8,582
$
2,090,443
Income producing commercial real estate
2,522,743
1,608
1,250
—
15,149
2,540,750
Commercial & industrial
2,480,483
1,176
267
—
16,634
2,498,560
Commercial construction
964,947
231
382
—
1,745
967,305
Equipment financing
856,985
2,431
1,009
—
3,405
863,830
Total commercial
8,905,003
7,459
2,911
—
45,515
8,960,888
Residential mortgage
1,265,019
5,549
1,494
—
12,858
1,284,920
HELOC
692,504
1,942
184
—
2,487
697,117
Residential construction
280,551
365
—
—
514
281,430
Consumer
145,770
429
36
—
225
146,460
Total loans
$
11,288,847
$
15,744
$
4,625
$
—
$
61,599
$
11,370,815
17
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table presents nonaccrual loans by loan class for the periods indicated (in thousands).
Nonaccrual Loans
September 30, 2021
December 31, 2020
With no allowance
With an allowance
Total
With no allowance
With an allowance
Total
Owner occupied commercial real estate
$
3,726
$
1,219
$
4,945
$
6,614
$
1,968
$
8,582
Income producing commercial real estate
12,827
635
13,462
10,008
5,141
15,149
Commercial & industrial
7,164
1,343
8,507
2,004
14,630
16,634
Commercial construction
750
452
1,202
1,339
406
1,745
Equipment financing
—
1,845
1,845
156
3,249
3,405
Total commercial
24,467
5,494
29,961
20,121
25,394
45,515
Residential mortgage
3,191
10,031
13,222
1,855
11,003
12,858
HELOC
116
1,248
1,364
1,329
1,158
2,487
Residential construction
—
260
260
274
240
514
Consumer
1
115
116
181
44
225
Total
$
27,775
$
17,148
$
44,923
$
23,760
$
37,839
$
61,599
The majority of nonaccrual loans with no related allowance consists of collateral dependent loans that have been individually evaluated by management with the determination that the repayment of the loan is expected to be provided substantially through the operation or sale of the underlying collateral.
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, 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:
Pass. Loans in this category are considered to have a low probability of default and do not meet the criteria of the risk categories below.
Special Mention. 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 this system, loans that are on nonaccrual status, 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 as substandard and all other loans are reported as pass.
18
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following tables present the risk category of term loans by vintage year, which is the year of origination or most recent renewal, as of the date indicated (in thousands).
Term Loans
Revolvers
Revolvers converted to term loans
Total
As of September 30, 2021
2021
2020
2019
2018
2017
Prior
Pass
Owner occupied commercial real estate
$
457,049
$
687,751
$
279,335
$
155,588
$
141,134
$
281,579
$
50,826
$
10,292
$
2,063,554
Income producing commercial real estate
495,915
727,229
338,421
247,281
203,169
253,392
37,558
11,979
2,314,944
Commercial & industrial
539,998
316,964
181,794
145,429
56,218
87,910
489,216
3,679
1,821,208
Commercial construction
265,356
296,474
156,794
69,948
25,638
11,421
13,078
2,044
840,753
Equipment financing
420,826
301,214
195,840
76,074
18,892
1,788
—
—
1,014,634
Total commercial
2,179,144
2,329,632
1,152,184
694,320
445,051
636,090
590,678
27,994
8,055,093
Residential mortgage
606,382
388,637
119,664
77,039
79,357
239,943
12
4,422
1,515,456
HELOC
—
—
—
—
—
—
643,483
15,364
658,847
Residential construction
213,830
85,662
4,102
2,415
3,240
10,937
131
48
320,365
Consumer
49,880
31,768
13,707
6,646
1,933
2,028
35,377
134
141,473
3,049,236
2,835,699
1,289,657
780,420
529,581
888,998
1,269,681
47,962
10,691,234
Special Mention
Owner occupied commercial real estate
8,618
2,530
14,528
881
6,054
3,606
249
286
36,752
Income producing commercial real estate
17,914
9,929
22,778
39,140
28,466
16,042
—
—
134,269
Commercial & industrial
14,785
1,398
3,092
220
1,032
487
5,867
691
27,572
Commercial construction
14,297
16,505
13,148
29,898
5,206
61
—
—
79,115
Equipment financing
—
—
—
—
—
—
—
—
—
Total commercial
55,614
30,362
53,546
70,139
40,758
20,196
6,116
977
277,708
Residential mortgage
—
—
—
—
—
—
—
—
—
HELOC
—
—
—
—
—
—
—
—
—
Residential construction
—
—
—
—
—
—
—
—
—
Consumer
—
—
—
—
—
—
—
—
—
55,614
30,362
53,546
70,139
40,758
20,196
6,116
977
277,708
Substandard
Owner occupied commercial real estate
10,581
1,093
10,629
7,023
6,324
11,461
1,250
279
48,640
Income producing commercial real estate
15,684
33,518
2,608
17,559
6,783
16,656
—
85
92,893
Commercial & industrial
1,310
1,628
3,924
6,819
1,799
6,259
8,187
760
30,686
Commercial construction
1,047
178
700
12,437
9,794
1,995
—
1,004
27,155
Equipment financing
52
786
920
352
127
32
—
—
2,269
Total commercial
28,674
37,203
18,781
44,190
24,827
36,403
9,437
2,128
201,643
Residential mortgage
1,275
1,927
2,856
3,427
1,305
5,601
—
778
17,169
HELOC
—
—
—
—
—
—
276
2,229
2,505
Residential construction
—
66
30
52
2
365
—
—
515
Consumer
—
12
64
34
31
100
—
22
263
29,949
39,208
21,731
47,703
26,165
42,469
9,713
5,157
222,095
Total
$
3,134,799
$
2,905,269
$
1,364,934
$
898,262
$
596,504
$
951,663
$
1,285,510
$
54,096
$
11,191,037
19
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Term Loans
Revolvers
Revolvers converted to term loans
Total
As of December 31, 2020
2020
2019
2018
2017
2016
Prior
Pass
Owner occupied commercial real estate
$
707,501
$
368,615
$
231,316
$
197,778
$
201,362
$
229,667
$
56,273
$
9,072
$
2,001,584
Income producing commercial real estate
815,799
376,911
361,539
277,769
206,068
198,080
28,542
12,128
2,276,836
Commercial & industrial
1,092,767
287,857
263,439
115,790
92,968
58,359
515,593
3,777
2,430,550
Commercial construction
314,154
217,643
226,308
53,708
30,812
21,985
20,278
3,947
888,835
Equipment financing
413,653
270,664
125,869
39,982
9,404
445
—
—
860,017
Total commercial
3,343,874
1,521,690
1,208,471
685,027
540,614
508,536
620,686
28,924
8,457,822
Residential mortgage
468,945
195,213
125,492
120,944
122,013
230,771
18
5,393
1,268,789
HELOC
—
—
—
—
—
—
675,878
17,581
693,459
Residential construction
225,727
30,646
4,026
4,544
3,172
12,546
—
64
280,725
Consumer
54,997
25,528
14,206
4,531
3,595
1,677
41,445
76
146,055
4,093,543
1,773,077
1,352,195
815,046
669,394
753,530
1,338,027
52,038
10,846,850
Special Mention
Owner occupied commercial real estate
8,759
4,088
4,221
10,025
11,138
4,728
100
—
43,059
Income producing commercial real estate
35,471
42,831
39,954
13,238
24,164
11,337
—
1,681
168,676
Commercial & industrial
1,451
16,315
2,176
630
459
17
6,464
—
27,512
Commercial construction
21,366
272
816
23,292
11,775
477
—
—
57,998
Equipment financing
—
—
—
—
—
—
—
—
—
Total commercial
67,047
63,506
47,167
47,185
47,536
16,559
6,564
1,681
297,245
Residential mortgage
—
—
—
—
—
—
—
—
—
HELOC
—
—
—
—
—
—
—
—
—
Residential construction
—
—
—
—
—
—
—
—
—
Consumer
—
—
—
—
—
—
—
—
—
67,047
63,506
47,167
47,185
47,536
16,559
6,564
1,681
297,245
Substandard
Owner occupied commercial real estate
6,586
10,473
7,596
3,717
6,753
8,473
1,528
674
45,800
Income producing commercial real estate
45,125
8,940
2,179
5,034
31,211
2,652
—
97
95,238
Commercial & industrial
1,545
5,536
6,193
1,684
1,292
1,485
22,170
593
40,498
Commercial construction
2,466
735
13,741
340
1,931
250
—
1,009
20,472
Equipment financing
631
1,392
1,371
306
96
17
—
—
3,813
Total commercial
56,353
27,076
31,080
11,081
41,283
12,877
23,698
2,373
205,821
Residential mortgage
2,049
2,106
3,174
1,369
679
5,860
—
894
16,131
HELOC
—
—
—
—
—
—
265
3,393
3,658
Residential construction
106
37
54
4
124
380
—
—
705
Consumer
—
97
49
60
78
98
—
23
405
58,508
29,316
34,357
12,514
42,164
19,215
23,963
6,683
226,720
Total
$
4,219,098
$
1,865,899
$
1,433,719
$
874,745
$
759,094
$
789,304
$
1,368,554
$
60,402
$
11,370,815
Troubled Debt Restructurings and Other Modifications
As of September 30, 2021 and December 31, 2020, United had TDRs totaling $53.0 million and $61.6 million, respectively. As of September 30, 2021 and December 31, 2020, United had remaining deferrals related to the COVID-19 pandemic of approximately $8.87 million and $70.7 million, respectively, which generally represented payment deferrals for up to 90 days. To the extent that these deferrals qualified under either the CARES Act or interagency guidance, they were not considered new TDRs.
20
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Loans modified under the terms of a TDR during the three and nine months ended September 30, 2021 and 2020 are presented in the following table. In addition, the table presents loans modified under the terms of a TDR that defaulted (became 90 days or more delinquent or otherwise in default of modified terms) during the periods presented and were initially restructured within one year prior to default (dollars in thousands).
New TDRs
Post-Modification Amortized Cost 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
Amortized Cost
Three Months Ended September 30, 2021
Owner occupied commercial real estate
—
$
—
$
—
$
—
$
—
—
$
—
Income producing commercial real estate
—
—
—
—
—
—
—
Commercial & industrial
3
—
166
—
166
—
—
Commercial construction
—
—
—
—
—
—
—
Equipment financing
11
—
399
—
399
3
96
Total commercial
14
—
565
—
565
3
96
Residential mortgage
6
—
649
—
649
1
180
HELOC
—
—
—
—
—
1
43
Residential construction
—
—
—
—
—
—
—
Consumer
—
—
—
—
—
—
—
Total loans
20
$
—
$
1,214
$
—
$
1,214
5
$
319
Nine Months Ended September 30, 2021
Owner occupied commercial real estate
1
$
—
$
543
$
—
$
543
—
$
—
Income producing commercial real estate
3
—
—
1,697
1,697
—
—
Commercial & industrial
7
—
531
103
634
1
11
Commercial construction
1
—
309
—
309
—
—
Equipment financing
47
—
2,861
—
2,861
11
296
Total commercial
59
—
4,244
1,800
6,044
12
307
Residential mortgage
12
—
1,040
—
1,040
4
593
HELOC
—
—
—
—
—
2
92
Residential construction
—
—
—
—
—
—
—
Consumer
—
—
—
—
—
—
—
Total loans
71
$
—
$
5,284
$
1,800
$
7,084
18
$
992
Three Months Ended September 30, 2020
Owner occupied commercial real estate
4
$
—
$
375
$
—
$
375
—
$
—
Income producing commercial real estate
2
—
—
1,617
1,617
—
—
Commercial & industrial
2
—
193
—
193
—
—
Commercial construction
6
—
577
70
647
—
—
Equipment financing
7
—
247
—
247
9
290
Total commercial
21
—
1,392
1,687
3,079
9
290
Residential mortgage
25
—
3,200
—
3,200
—
—
HELOC
4
—
164
—
164
—
—
Residential construction
3
—
123
—
123
—
—
Consumer
3
—
11
—
11
—
—
Total loans
56
$
—
$
4,890
$
1,687
$
6,577
9
$
290
Nine Months Ended September 30, 2020
Owner occupied commercial real estate
7
$
—
$
375
$
1,536
$
1,911
—
$
—
Income producing commercial real estate
5
—
67
1,782
1,849
1
5,998
Commercial & industrial
3
—
193
15
208
2
633
Commercial construction
7
—
832
70
902
—
—
Equipment financing
143
—
4,152
—
4,152
15
600
Total commercial
165
—
5,619
3,403
9,022
18
7,231
Residential mortgage
36
—
4,122
—
4,122
—
—
HELOC
4
—
164
—
164
—
—
Residential construction
3
—
123
—
123
—
—
Consumer
6
—
11
18
29
1
3
Total loans
214
$
—
$
10,039
$
3,421
$
13,460
19
$
7,234
21
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Allowance for Credit Losses
The ACL for loans represents management’s estimate of life of loan credit losses in the portfolio as of the end of the period. The ACL related to unfunded commitments is included in other liabilities in the consolidated balance sheet.
At both September 30, 2021 and December 31, 2020, United used a one-year reasonable and supportable forecast period. Expected credit losses were estimated using a regression model for each segment based on historical data from peer banks combined with a third party vendor’s economic forecast to predict the change in credit losses. These results were then combined with a starting value that was based on United’s recent default experience, which was adjusted for select portfolios based on expectations of future performance. At September 30, 2021, the third party vendor’s forecast, which was representative of a baseline scenario, improved significantly from December 31, 2020, including the unemployment rate which has a significant impact on our models and led to the negative provision for loan losses in the third quarter and year-to-date. Since the COVID-19 pandemic began, United has adjusted the economic forecast by eliminating the initial spike in unemployment to account for the impact of government stimulus programs, which mitigated some of the negative impact on forecasted losses as the unemployment rate was rising and had the opposite effect as the unemployment rate was improving. In addition, at September 30, 2021, United applied qualitative factors to income producing commercial real estate, owner occupied commercial real estate, equipment finance and commercial construction portfolios to reflect elevated special mention and substandard loan levels.
For periods beyond the reasonable and supportable forecast period of one year, United reverted to historical credit loss information on a straight line basis over two years. For all collateral types excluding residential mortgage, United reverted to through-the-cycle average default rates using peer data from 2000 to 2017. For loans secured by residential mortgages, the peer data was adjusted for changes in lending practices designed to prevent the magnitude of losses observed during the mortgage crisis.
PPP loans were considered low risk assets due to the related 100% guarantee by the SBA and were therefore excluded from the calculation.
22
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table presents the balance and activity in the ACL by portfolio segment for the periods indicated (in thousands).
Three Months Ended September 30,
2021
2020
Beginning Balance
Charge-Offs
Recoveries
(Release) Provision
Ending Balance
Beginning Balance
Initial ACL - PCD loans (1)
Charge-Offs
Recoveries
(Release) Provision
Ending Balance
Owner occupied commercial real estate
$
17,292
$
(443)
$
536
$
(3,241)
$
14,144
$
14,592
$
1,779
$
—
$
725
$
2,278
$
19,374
Income producing commercial real estate
30,967
(120)
75
(7,531)
23,391
21,699
1,208
(3,033)
1,248
13,916
35,038
Commercial & industrial
16,414
(320)
411
(262)
16,243
8,589
7,680
(303)
408
5,150
21,524
Commercial construction
9,180
—
123
(1,131)
8,172
14,514
74
(487)
658
92
14,851
Equipment financing
18,100
(1,165)
653
(288)
17,300
20,305
—
(2,418)
425
(3,136)
15,176
Residential mortgage
10,965
(127)
76
559
11,473
12,826
195
(13)
48
4,506
17,562
HELOC
6,357
(65)
167
(40)
6,419
8,687
209
(44)
169
(300)
8,721
Residential construction
1,918
—
37
(19)
1,936
1,997
—
(26)
26
(229)
1,768
Consumer
423
(611)
222
508
542
460
7
(432)
511
(304)
242
ACL - loans
111,616
(2,851)
2,300
(11,445)
99,620
103,669
11,152
(6,756)
4,218
21,973
134,256
ACL - unfunded commitments
10,844
—
—
411
11,255
12,100
—
—
—
(180)
11,920
Total ACL
$
122,460
$
(2,851)
$
2,300
$
(11,034)
$
110,875
$
115,769
$
11,152
$
(6,756)
$
4,218
$
21,793
$
146,176
Nine Months Ended September 30,
2021
2020
Beginning Balance
Charge-Offs
Recoveries
(Release) Provision
Ending Balance
Dec. 31, 2019 Balance
Adoption of CECL
Beginning Balance
Initial ACL - PCD loans (1)
Charge- Offs
Recoveries
(Release) Provision
Ending Balance
Owner occupied commercial real estate
$
20,673
$
(1,503)
$
932
$
(5,958)
$
14,144
$
11,404
$
(1,616)
$
9,788
$
1,779
$
(6)
$
2,225
$
5,588
$
19,374
Income producing commercial real estate
41,737
(174)
304
(18,476)
23,391
12,306
(30)
12,276
1,208
(8,033)
1,430
28,157
35,038
Commercial & industrial
22,019
(4,017)
6,855
(8,614)
16,243
5,266
4,012
9,278
7,680
(8,118)
1,075
11,609
21,524
Commercial construction
10,952
(224)
618
(3,174)
8,172
9,668
(2,583)
7,085
74
(726)
916
7,502
14,851
Equipment financing
16,820
(4,411)
2,087
2,804
17,300
7,384
5,871
13,255
—
(6,366)
1,201
7,086
15,176
Residential mortgage
15,341
(342)
393
(3,919)
11,473
8,081
1,569
9,650
195
(347)
379
7,685
17,562
HELOC
8,417
(99)
386
(2,285)
6,419
4,575
1,919
6,494
209
(162)
468
1,712
8,721
Residential construction
764
(10)
140
1,042
1,936
2,504
(1,771)
733
—
(80)
97
1,018
1,768
Consumer
287
(1,435)
710
980
542
901
(491)
410
7
(1,782)
1,028
579
242
ACL - loans
137,010
(12,215)
12,425
(37,600)
99,620
62,089
6,880
68,969
11,152
(25,620)
8,819
70,936
134,256
ACL - unfunded commitments
10,558
—
—
697
11,255
3,458
1,871
5,329
—
—
—
6,591
11,920
Total ACL
$
147,568
$
(12,215)
$
12,425
$
(36,903)
$
110,875
$
65,547
$
8,751
$
74,298
$
11,152
$
(25,620)
$
8,819
$
77,527
$
146,176
(1) Represents the initial ACL related to PCD loans acquired in the Three Shores transaction.
23
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 7 – Derivatives and Hedging Activities
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):
September 30, 2021
December 31, 2020
Notional Amount
Fair Value
Notional Amount
Fair Value
Derivative Asset
Derivative Liability
Derivative Asset
Derivative Liability
Derivatives designated as hedging instruments:
Cash flow hedge of subordinated debt
$
100,000
$
5,998
$
—
$
100,000
$
3,378
$
—
Cash flow hedge of trust preferred securities
20,000
—
—
20,000
—
—
Fair value hedge of brokered time deposits
10,000
—
—
20,000
—
—
Total
130,000
5,998
—
140,000
3,378
—
Derivatives not designated as hedging instruments:
Customer derivative positions
1,283,735
38,906
8,614
1,329,271
72,508
17
Dealer offsets to customer derivative positions
1,283,735
582
13,000
1,329,271
1
24,614
Risk participations
69,142
23
5
48,843
28
12
Mortgage banking - loan commitment
163,577
4,727
—
253,243
10,751
—
Mortgage banking - forward sales commitment
185,616
793
2
325,145
—
1,964
Bifurcated embedded derivatives
51,935
2,267
—
51,935
—
1,449
Dealer offsets to bifurcated embedded derivatives
51,935
—
4,444
51,935
—
947
Total
3,089,675
47,298
26,065
3,389,643
83,288
29,003
Total derivatives
$
3,219,675
$
53,296
$
26,065
$
3,529,643
$
86,666
$
29,003
Total gross derivative instruments
$
53,296
$
26,065
$
86,666
$
29,003
Less: Amounts subject to master netting agreements
(409)
(409)
(114)
(114)
Less: Cash collateral received/pledged
(6,976)
(17,615)
(3,200)
(27,092)
Net amount
$
45,911
$
8,041
$
83,352
$
1,797
United clears certain derivatives centrally through the 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.
Hedging Derivatives
Cash Flow Hedges of Interest Rate Risk
United enters into cash flow hedges to mitigate exposure to the variability of future cash flows or other forecasted transactions. As of September 30, 2021 and December 31, 2020, United utilized interest rate caps and swaps to hedge the variability of cash flows due to changes in interest rates on certain of its variable-rate subordinated debt and trust preferred securities. United considers these derivatives to be highly effective at achieving offsetting changes in cash flows attributable to changes in interest rates. Therefore, changes in the fair value of these derivative instruments are recognized in OCI. Gains and losses related to changes in fair value are reclassified into earnings in the periods the hedged forecasted transactions occur. Losses representing amortization of the premium recorded on cash flow hedges, which is a component excluded from the assessment of effectiveness, are recognized in earnings on a straight-line basis in the same caption as the hedged item over the term of the hedge. Over the next twelve months, United expects to reclassify $584,000 of losses from AOCI into earnings related to these agreements.
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 derivatives to manage its exposure to changes in fair value on these instruments attributable to 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.
24
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
At September 30, 2021 and December 31, 2020, United had interest rate swaps that were designated as fair value hedges of fixed-rate brokered time deposits. The swaps involved the receipt of fixed-rate amounts from a counterparty in exchange for United making variable rate payments over the life of the agreements.
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 events (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.
The table below presents the effect of derivatives in hedging relationships, all of which are interest rate contracts, on the consolidated statement of income for the periods indicated (in thousands).
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Total interest expense presented in the consolidated statements of income
$
(6,636)
$
(13,319)
$
(23,547)
$
(45,561)
Effect of hedging relationships on interest expense:
Net income (expense) recognized on fair value hedges
43
(95)
167
123
Net expense recognized on cash flow hedges (1)
(153)
(130)
(444)
(197)
(1) Includes premium amortization expense excluded from the assessment of hedge effectiveness of $119,000 and $119,000 for three months ended September 30, 2021 and 2020, respectively, and $353,000 and $211,000 for the nine months ended September 30, 2021 and 2020, respectively.
The table below presents the carrying amount of hedged fixed-rate brokered time deposits and cumulative fair value hedging adjustments included in the carrying amount of the hedged liability for the periods presented (in thousands).
September 30, 2021
December 31, 2020
Balance Sheet Location
Carrying amount of Assets (Liabilities)
Hedge Accounting Basis Adjustment
Carrying amount of Assets (Liabilities)
Hedge Accounting Basis Adjustment
Deposits
$
(10,065)
$
(71)
$
(20,216)
$
(235)
Derivatives Not Designated as Hedging Instruments
Customer derivative positions include swaps, caps, and collars between United and certain commercial loan customers with offsetting positions to dealers under a back-to-back program. In addition, United occasionally enters into credit risk participation agreements with counterparty banks to accept or transfer a portion of the credit risk related to interest rate swaps. The agreements, which are typically executed in conjunction with a participation in a loan with the same customer, allow customers to execute an interest rate swap with one bank while allowing for the distribution of the credit risk among participating members.
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 LIBOR and therefore provide an economic hedge.
In addition, United originates certain residential mortgage loans with the intention of selling these loans. Between the time United enters into an interest-rate lock commitment to originate a residential mortgage loan that is to be held for sale and the time the loan is funded and eventually sold, United is subject to the risk of variability in market prices. United enters into forward sale agreements to mitigate risk and to protect the expected gain on the eventual loan sale. The commitments to originate residential mortgage loans and forward loan sales commitments are freestanding derivative instruments. Fair value adjustments on these derivative instruments are recorded within mortgage loan gains and other related fee income in the consolidated statements of income.
25
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The table below presents the gains and losses recognized in income on derivatives not designated as hedging instruments for the periods indicated (in thousands).
Location of Gain (Loss) Recognized in Income on Derivatives
Amount of Gain (Loss) Recognized in Income on Derivatives
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Customer derivatives and dealer offsets
Other noninterest income
$
599
$
2,258
$
2,551
$
4,846
Bifurcated embedded derivatives and dealer offsets
Other noninterest income
—
65
417
(158)
Mortgage banking derivatives
Mortgage loan revenue
(1,407)
(2,554)
(1,065)
(2,454)
$
(808)
$
(231)
$
1,903
$
2,234
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.
United’s agreements with each of its derivative counterparties provide that if either party defaults on any of its indebtedness, then it could also be declared in default on its derivative obligations. The agreements with derivative counterparties also include provisions that if not met, could result in United being declared in default. United has agreements with certain of its derivative counterparties that provide that if United fails to maintain its status as a well-capitalized institution or is subject to a prompt corrective action directive, the counterparty could terminate the derivative positions and United would be required to settle its obligations under the agreements. Derivatives that are centrally cleared do not have credit-risk-related features that would require additional collateral if United’s credit rating were downgraded.
Note 8 – Goodwill and Other Intangible Assets
The carrying amount of goodwill and other intangible assets as of the dates indicated is summarized below (in thousands):
September 30, 2021
December 31, 2020
Core deposit intangible
$
36,162
$
36,162
Less: accumulated amortization
(24,941)
(22,148)
Net core deposit intangible
11,221
14,014
Customer relationship intangible
7,950
—
Less: accumulated amortization
(149)
—
Net customer relationship intangible
7,801
—
Total intangibles subject to amortization, net
19,022
14,014
Goodwill
381,972
367,809
Total goodwill and other intangible assets, net
$
400,994
$
381,823
In addition to the FinTrust customer relationship intangible discussed in Note 4, during the third quarter of 2021, United purchased the customer list of another financial advisory firm for $420,000. All consideration paid was allocated to a customer relationship intangible.
26
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following is a summary of changes in the carrying amounts of goodwill (in thousands):
Goodwill (1)
Three Months Ended September 30,
Nine Months Ended September 30,
2021
Balance, beginning of period
$
367,809
$
367,809
Acquisition of FinTrust
14,163
14,163
Balance, end of period
$
381,972
$
381,972
2020
Balance, beginning of period
$
327,425
$
327,425
Acquisition of Three Shores
41,593
41,593
Balance, end of period
$
369,018
$
369,018
(1) Goodwill balances presented are shown net of accumulated impairment losses of $306 million incurred prior to 2020. Gross goodwill for September 30, 2021 and December 31, 2020 totaled $688 million and $673 million, respectively.
The estimated aggregate amortization expense for future periods for finite lived intangibles is as follows (in thousands):
Year
Remainder of 2021
$
990
2022
3,557
2023
2,963
2024
2,418
2025
1,916
Thereafter
7,178
Total
$
19,022
Note 9 – Assets and Liabilities Measured at Fair Value
Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, United uses a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). United has processes in place to review the significant valuation inputs and to reassess how the instruments are classified in the valuation framework.
Fair Value Hierarchy
Level 1 Valuation is based upon quoted prices (unadjusted) in active markets for identical assets or liabilities that United has the ability to access.
Level 2 Valuation is based upon quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.
Level 3 Valuation is generated from model-based techniques that use at least one significant assumption based on unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity.
In instances when the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
The following is a description of the valuation methodologies used for assets and liabilities recorded at fair value.
27
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Investment Securities
AFS debt securities 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 MBS issued by GSEs, municipal bonds, corporate debt securities, asset-backed securities and supranational entity 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 or models which incorporate unobservable inputs.
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, and are classified as Level 2.
Derivative Financial Instruments
United uses derivatives to manage interest rate risk. The valuation of these instruments is typically determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. United also uses best effort and mandatory delivery forward loan sale commitments to hedge risk in its mortgage lending business.
United incorporates CVAs as necessary to appropriately reflect 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 and guarantees.
Management has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy. However, the CVAs associated with these derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itself and its counterparties. Generally, management’s assessment of the significance of the CVAs has indicated that they are not a significant input to the overall valuation of the derivatives. In cases where management’s assessment indicates that the CVA is a significant input, the related derivative is disclosed as a Level 3 value.
Other derivatives classified as Level 3 include structured derivatives for which broker quotes, used as a key valuation input, were not observable. Risk participation agreements are classified as Level 3 instruments due to the incorporation of significant Level 3 inputs used to evaluate the probability of funding and the likelihood of customer default. Interest rate lock commitments, which relate to mortgage loan commitments, are categorized as Level 3 instruments as the fair value of these instruments is based on unobservable inputs for commitments that United does not expect to fund.
Servicing Rights for Residential and SBA/USDA Loans
United recognizes servicing rights upon the sale of residential and SBA/USDA loans sold with servicing retained. Management has elected to carry these assets at fair value. Given the nature of these assets, the key valuation inputs are unobservable and management classifies these assets as Level 3.
28
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The table below presents United’s assets and liabilities measured at fair value on a recurring basis as of the dates indicated, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands).
September 30, 2021
Level 1
Level 2
Level 3
Total
Assets:
AFS debt securities:
U.S. Treasuries
$
239,205
$
—
$
—
$
239,205
U.S. Government agencies & GSEs
—
150,718
—
150,718
State and political subdivisions
—
278,254
—
278,254
Residential MBS
—
2,057,786
—
2,057,786
Commercial MBS
—
715,498
—
715,498
Corporate bonds
—
143,600
2,372
145,972
Asset-backed securities
—
664,003
—
664,003
Equity securities with readily available fair values
—
1,283
—
1,283
Mortgage loans held for sale
—
68,424
—
68,424
Deferred compensation plan assets
11,646
—
—
11,646
Servicing rights for SBA/USDA loans
—
—
6,161
6,161
Residential mortgage servicing rights
—
—
23,062
23,062
Derivative financial instruments
—
46,279
7,017
53,296
Total assets
$
250,851
$
4,125,845
$
38,612
$
4,415,308
Liabilities:
Deferred compensation plan liability
$
11,672
$
—
$
—
$
11,672
Derivative financial instruments
—
21,616
4,449
26,065
Total liabilities
$
11,672
$
21,616
$
4,449
$
37,737
December 31, 2020
Level 1
Level 2
Level 3
Total
Assets:
AFS debt securities:
U.S. Treasuries
$
128,072
$
—
$
—
$
128,072
U.S. Government agencies & GSEs
—
152,972
—
152,972
State and political subdivisions
—
274,472
—
274,472
Residential MBS
—
1,485,585
—
1,485,585
Commercial MBS
—
549,131
—
549,131
Corporate bonds
—
70,017
1,750
71,767
Asset-backed securities
—
562,722
—
562,722
Equity securities with readily available fair values
774
913
—
1,687
Mortgage loans held for sale
—
105,433
—
105,433
Deferred compensation plan assets
9,584
—
—
9,584
Servicing rights for SBA/USDA loans
—
—
6,462
6,462
Residential mortgage servicing rights
—
—
16,216
16,216
Derivative financial instruments
—
75,887
10,779
86,666
Total assets
$
138,430
$
3,277,132
$
35,207
$
3,450,769
Liabilities:
Deferred compensation plan liability
$
9,590
$
—
$
—
$
9,590
Derivative financial instruments
—
26,595
2,408
29,003
Total liabilities
$
9,590
$
26,595
$
2,408
$
38,593
29
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table shows a reconciliation of the beginning and ending balances for the periods indicated for assets measured at fair value on a recurring basis using significant unobservable inputs that are classified as Level 3 values (in thousands).
2021
2020
Derivative Assets
Derivative Liabilities
SBA/USDA loan servicing rights
Residential mortgage servicing rights
Corporate Bonds
Derivative Assets
Derivative Liabilities
SBA/USDA loan servicing rights
Residential mortgage servicing rights
Corporate Bonds
Three Months Ended September 30,
Beginning balance
$
6,889
$
3,944
$
6,115
$
21,568
$
1,707
$
12,107
$
2,569
$
6,034
$
12,492
$
1,000
Additions
86
—
354
2,813
500
99
—
296
3,055
750
Sales and settlements
—
—
(357)
(875)
—
—
—
(100)
(723)
—
Fair value adjustments included in OCI
—
—
—
—
165
—
—
—
—
—
Fair value adjustments included in earnings
42
505
49
(444)
—
592
(87)
531
(457)
—
Ending balance
$
7,017
$
4,449
$
6,161
$
23,062
$
2,372
$
12,798
$
2,482
$
6,761
$
14,367
$
1,750
Nine Months Ended September 30,
Beginning balance
$
10,779
$
2,408
$
6,462
$
16,216
$
1,750
$
7,238
$
8,559
$
6,794
$
13,565
$
998
Additions
261
97
1,193
9,806
500
106
—
694
8,387
1,750
Transfers into Level 3
—
—
—
—
—
583
—
—
—
—
Sales and settlements
—
—
(1,001)
(3,430)
—
—
—
(441)
(1,898)
(1,000)
Fair value adjustments included in OCI
—
—
—
—
122
—
—
—
—
2
Fair value adjustments included in earnings
(4,023)
1,944
(493)
470
—
4,871
(6,077)
(286)
(5,687)
—
Ending balance
$
7,017
$
4,449
$
6,161
$
23,062
$
2,372
$
12,798
$
2,482
$
6,761
$
14,367
$
1,750
The following table presents quantitative information about significant Level 3 inputs for fair value on a recurring basis as of the dates indicated.
Level 3 Assets and Liabilities
Valuation Technique
Significant Unobservable Inputs
September 30, 2021
December 31, 2020
Range
Weighted Average
Range
Weighted Average
SBA/USDA loan servicing rights
Discounted cash flow
Discount rate
0.0% - 38.8%
9.3
%
1.6% - 44.1%
8.9
%
Prepayment rate
3.5 - 39.3
16.8
2.7 - 33.6
17.8
Residential mortgage servicing rights
Discounted cash flow
Discount rate
10.0 - 11.0
10.0
10.0 - 11.0
10.0
Prepayment rate
9.6 - 18.5
12.9
8.7 - 19.5
17.7
Corporate bonds
Indicative bid provided by a broker
Multiple factors, including but not limited to, current operations, financial condition, cash flows, and similar financing transactions executed in the market
N/A
N/A
Discounted cash flow
Discount rate
3.6 - 3.8
3.6
Derivative assets - mortgage
Internal model
Pull through rate
66.7 - 100
87.7
65.6 - 100
83.9
Derivative assets and liabilities - other
Dealer priced
Dealer priced
N/A
N/A
N/A
N/A
30
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Fair Value Option
United records mortgage loans held for sale at fair value under the fair value option. Interest income on these loans is calculated based on the note rate of the loan and is recorded in interest revenue. The following tables present the fair value and outstanding principal balance of these loans, as well as the gain or loss recognized resulting from the change in fair value for the periods indicated (in thousands).
Mortgage Loans Held for Sale
September 30, 2021
December 31, 2020
Outstanding principal balance
$
66,068
$
99,746
Fair value
68,424
105,433
Gain (Loss) Recognized on Mortgage Loans Held for Sale
Location
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Mortgage loan gains and other related fees
$
(1,609)
$
1,758
$
(3,330)
$
5,029
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 assets that were still held as of September 30, 2021 and December 31, 2020, for which a nonrecurring fair value adjustment was recorded during the year-to-date periods presented (in thousands).
Level 1
Level 2
Level 3
Total
September 30, 2021
Loans
$
—
$
—
$
2,817
$
2,817
December 31, 2020
Loans
$
—
$
—
$
29,404
$
29,404
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 loans that are collateral dependent are generally written down to net realizable value, which reflects fair value less the estimated costs to sell. Specific reserves that are established based on appraised value of collateral are considered nonrecurring fair value adjustments as well. When the fair value of the collateral is based on an observable market price or a current appraised value, United records the impaired loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, United records the impaired loan as nonrecurring Level 3.
Assets and Liabilities Not Measured at Fair Value
For financial instruments that have quoted market prices, those quotes are used to determine fair value. Financial instruments that have no defined maturity, have a remaining maturity of 180 days or less, or reprice frequently to a market rate, are assumed to have a fair value that approximates reported book value, after taking into consideration any applicable credit risk. If no market quotes are available, financial instruments are valued by discounting the expected cash flows using an estimated current market interest rate for the financial instrument. For off-balance sheet derivative instruments, fair value is estimated as the amount that United would receive or pay to terminate the contracts at the reporting date, taking into account the current unrealized gains or losses on open contracts.
Cash and cash equivalents and repurchase agreements have short maturities and therefore the carrying value approximates fair value. Due to the short-term settlement of accrued interest receivable and payable, the carrying amount closely approximates fair value.
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect the premium or discount on any particular financial instrument that could result from the sale of United’s entire holdings. All estimates are inherently subjective in nature. Changes in assumptions could significantly affect the estimates.
31
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
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
September 30, 2021
Assets:
HTM debt securities
$
1,083,324
$
—
$
1,079,925
$
—
$
1,079,925
Loans and leases, net
11,091,417
—
—
11,045,904
11,045,904
Liabilities:
Deposits
16,865,417
—
16,864,366
—
16,864,366
Long-term debt
247,139
—
—
268,747
268,747
December 31, 2020
Assets:
HTM debt securities
$
420,361
$
—
$
437,193
$
—
$
437,193
Loans and leases, net
11,233,805
—
—
11,209,717
11,209,717
Liabilities:
Deposits
15,232,358
—
15,232,274
—
15,232,274
Long-term debt
326,956
—
—
336,763
336,763
Note 10 – Common Stock
During the second quarter of 2021, United’s shareholders approved an increase in the number of authorized shares of common stock from 150 million to 200 million shares.
In November of 2020, United’s Board of Directors re-authorized a common stock repurchase program to permit the repurchase of up to $50 million of its common stock. The program is scheduled to expire on the earlier of the repurchase of common stock having an aggregate purchase price of $50 million or December 31, 2021. During the three and nine months ended September 30, 2021, 342,744 and 492,744 shares were repurchased, respectively. No shares were repurchased during the three months ended September 30, 2020. During the nine months ended September 30, 2020, 826,482 shares were repurchased. As of September 30, 2021, United had remaining authorization to repurchase up to $34.9 million of outstanding common stock under the program.
Note 11 – Stock-Based Compensation
United has an equity compensation plan that allows for grants of various share-based compensation. The general terms of the plan include a vesting period (usually four years) with an exercisable period not to exceed ten years. Certain restricted stock unit awards provide for accelerated vesting if there is a change in control (as defined in the plan document). As of September 30, 2021, 663,179 additional awards could be granted under the plan.
32
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The table below presents restricted stock unit activity for the nine months ended September 30, 2021.
Restricted Stock Unit Awards
Shares
Weighted- Average Grant- Date Fair Value
Aggregate Intrinsic Value ($000)
Outstanding at December 31, 2020
893,431
$
23.75
Granted
298,481
30.27
Vested
(269,497)
27.78
$
8,653
Cancelled
(53,170)
24.87
Outstanding at September 30, 2021
869,245
24.68
28,529
Compensation expense for restricted stock units and performance stock units without market conditions is based on the market value of United’s common stock on the date of grant. Compensation expense for performance stock units with market conditions is based on the grant date per share fair market value, which was estimated using the Monte Carlo Simulation valuation model. United recognizes the impact of forfeitures as they occur. The value of restricted stock unit and performance stock unit awards is amortized into expense over the service period.
For the nine months ended September 30, 2021 and 2020, expense of $4.42 million and $5.57 million, respectively, was recognized related to restricted stock unit and performance stock unit awards granted to United employees, which was included in salaries and employee benefits expense. In addition, for the nine months ended September 30, 2021 and 2020, $397,000 and $367,000, respectively, was recognized in other expense for restricted stock unit awards granted to members of United’s Board of Directors.
A deferred income tax benefit related to stock-based compensation expense of $1.23 million and $1.52 million was included in the determination of income tax expense for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, there was $17.2 million of unrecognized expense related to non-vested restricted stock unit and performance stock unit awards granted under the plan. That cost is expected to be recognized over a weighted-average period of 2.7 years.
33
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 12 – Reclassifications Out of AOCI
The following table presents the details regarding amounts reclassified out of AOCI for the periods indicated (in thousands). Amounts shown in parentheses reduce earnings.
Details about AOCI Components
Three Months Ended September 30,
Nine Months Ended September 30,
Affected Line Item in the Statement Where Net Income is Presented
2021
2020
2021
2020
Realized gains on AFS securities:
$
—
$
746
$
41
$
746
Securities gains, net
—
(191)
(14)
(191)
Income tax expense
$
—
$
555
$
27
$
555
Net of tax
Amortization of losses included in net income on AFS securities transferred to HTM:
$
—
$
(544)
$
—
$
(723)
Investment securities interest revenue
—
130
—
173
Income tax benefit
$
—
$
(414)
$
—
$
(550)
Net of tax
Reclassifications related to derivative financial instruments accounted for as cash flow hedges:
Interest rate contracts
$
(153)
$
(130)
$
(444)
$
(197)
Long-term debt interest expense
39
33
113
50
Income tax benefit
$
(114)
$
(97)
$
(331)
$
(147)
Net of tax
Reclassifications related to defined benefit pension plan activity:
Prior service cost
$
(117)
$
(133)
$
(351)
$
(398)
Salaries and employee benefits expense
Actuarial losses
(143)
(82)
(431)
(245)
Other expense
(260)
(215)
(782)
(643)
Total before tax
66
55
200
164
Income tax benefit
$
(194)
$
(160)
$
(582)
$
(479)
Net of tax
Total reclassifications for the period
$
(308)
$
(116)
$
(886)
$
(621)
Net of tax
Note 13 – Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data).
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Net income
$
73,816
$
47,607
$
217,782
$
104,587
Dividends on preferred stock
(1,719)
(1,814)
(5,157)
(1,814)
Undistributed earnings allocated to participating securities
(448)
(356)
(1,342)
(779)
Net income available to common shareholders
$
71,649
$
45,437
$
211,283
$
101,994
Weighted average shares outstanding:
Basic
87,211
87,129
87,274
81,815
Effect of dilutive securities:
Restricted stock units
144
76
139
61
Diluted
87,355
87,205
87,413
81,876
Net income per common share:
Basic
$
0.82
$
0.52
$
2.42
$
1.25
Diluted
$
0.82
$
0.52
$
2.42
$
1.25
At September 30, 2021, United had no potentially dilutive instruments outstanding that were not included in the above analysis.
34
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 14 – Regulatory Matters
As of September 30, 2021, United and the Bank were categorized as well-capitalized under the regulatory framework for prompt corrective action in effect at such time. To be categorized as well-capitalized at September 30, 2021, United and the Bank must have exceeded the well-capitalized guideline ratios in effect at such time, as set forth in the table below, and have met certain other requirements. Management believes that United and the Bank exceeded all well-capitalized requirements at September 30, 2021, and there have been no conditions or events since quarter-end that would change the status of well-capitalized.
Regulatory capital ratios at September 30, 2021 and December 31, 2020, along with the minimum amounts required for capital adequacy purposes and to be well-capitalized under prompt corrective action provisions in effect at such times are presented below for United and the Bank (dollars in thousands):
United Community Banks, Inc. (Consolidated)
United Community Bank
Minimum (1)
Well- Capitalized
September 30, 2021
December 31, 2020
September 30, 2021
December 31, 2020
Risk-based ratios:
CET1 capital
4.5
%
6.5
%
12.63
%
12.31
%
13.62
%
13.31
%
Tier 1 capital
6.0
8.0
13.38
13.10
13.62
13.31
Total capital
8.0
10.0
14.93
15.15
14.24
14.28
Leverage ratio
4.0
5.0
9.15
9.28
9.31
9.42
CET1 capital
$
1,632,925
$
1,506,750
$
1,756,494
$
1,625,292
Tier 1 capital
1,729,347
1,603,172
1,756,494
1,625,292
Total capital
1,929,850
1,854,368
1,836,997
1,743,045
Risk-weighted assets
12,929,134
12,240,440
12,897,800
12,207,940
Average total assets for the leverage ratio
18,897,989
17,276,853
18,863,193
17,246,878
(1) As of September 30, 2021 and December 31, 2020 the additional capital conservation buffer in effect was 2.50%
Note 15 – Commitments and Contingencies
United is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The contract amounts of these instruments reflect the extent of involvement United has in particular classes of financial instruments. The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit written is represented by the contractual amount of these instruments. United uses the same credit policies in making commitments and conditional obligations as it uses for underwriting on-balance sheet instruments. In most cases, collateral or other security is required to support financial instruments with credit risk.
The following table summarizes the contractual amount of off-balance sheet instruments as of the dates indicated (in thousands).
United holds minor investments in certain limited partnerships for Community Reinvestment Act purposes. As of September 30, 2021, United had committed to fund an additional $8.43 million related to future capital calls that are not 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.
35
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 16 - Subsequent Events
Acquisition of Aquesta
Subsequent to quarter-end, on October 1, 2021, United completed the acquisition of Aquesta Financial Holdings, Inc. and its wholly-owned subsidiary, Aquesta Bank, collectively referred to as “Aquesta”. Aquesta is headquartered in Cornelius, North Carolina and operates a network of branches primarily located in the Charlotte metropolitan area. As of September 30, 2021, Aquesta reported total assets of $754 million, total loans of $500 million and total deposits of $658 million.
Aquesta shareholders received $132 million in total consideration, of which $89.6 million was United common stock (2.73 million shares), $40.5 million was cash and $1.48 million was comprised of option and warrant equity instruments. The acquisition will be accounted for as a business combination. 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 required disclosures, such as the fair value of assets acquired and supplemental pro forma information, which will be disclosed in subsequent filings.
Announced Acquisition of Reliant
On July 14, 2021, United announced an agreement to acquire Reliant Bancorp, Inc. and its wholly-owned subsidiary, Reliant Bank, collectively referred to as “Reliant”. Reliant is headquartered in Brentwood, Tennessee, a suburb of Nashville, Tennessee and operates a 25 branch network in Tennessee, located primarily in the Nashville area, as well as branches in Clarksville and Chattanooga. It also has a manufactured housing finance group based in Knoxville. As of September 30, 2021, Reliant reported total assets of $3.01 billion, total loans of $2.39 billion, and total deposits of $2.55 billion. The merger, which is subject to regulatory approval, the approval of Reliant shareholders, and other customary conditions, is expected to close in the first quarter of 2022.
36
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion of our financial condition at September 30, 2021 and December 31, 2020 and our results of operations for the three and nine months ended September 30, 2021 and 2020. The purpose of this discussion is to focus on information about our financial condition and results of operations which is not otherwise apparent from our consolidated financial statements and is intended to provide insight into our results of operations and financial condition. The following discussion and analysis should be read along with our consolidated financial statements and related notes included in Part I - Item 1 of this Report, “Cautionary Note Regarding Forward-Looking Statements” and the risk factors discussed in our 2020 10-K, and the other reports we have filed with the SEC after we filed the 2020 10-K.
Unless the context otherwise requires, the terms “we,” “our,” “us” refer to United on a consolidated basis.
Overview
We offer a wide array of commercial and consumer banking services and investment advisory services through a 162 branch network throughout Georgia, South Carolina, North Carolina, Tennessee and Florida. We have grown organically as well as through strategic acquisitions. At September 30, 2021, we had consolidated total assets of $19.5 billion and 2,480 full-time equivalent employees.
Effective July 1, 2021, the Bank moved its headquarters from Blairsville, Georgia to Greenville, South Carolina and became a South Carolina state-chartered bank subject to examination and reporting requirements of the South Carolina Board of Financial Institutions. Prior to that, the Bank was a Georgia state-chartered bank subject to examination and reporting requirements of the Georgia Department of Banking and Finance. Also effective July 1, 2021, the Holding Company, which remains headquartered in Blairsville, Georgia, elected to become a financial holding company, which allows us to engage in a broader range of financial activities. Neither of these changes had a material impact on our operations.
Recent Developments
Mergers and Acquisitions
•On July 1, 2020, we acquired Three Shores including its wholly-owned banking subsidiary, Seaside, headquartered in Orlando, Florida. Seaside was a premier commercial lender with a strong wealth management platform and operated a 14-branch network located in key Florida metropolitan markets. We acquired $2.13 billion of assets, $1.43 billion in loans and assumed $1.80 billion of deposits in the acquisition.
•On July 6, 2021, we acquired FinTrust, an investment advisory firm headquartered in Greenville, South Carolina, with additional locations in Anderson, South Carolina, and Athens and Macon, Georgia. The firm provides wealth and investment management services to individuals and institutions within its markets, which expands our Advisory Services division. As of September 30, 2021, FinTrust had assets under management of $2.10 billion across its advisory, retirement planning and brokerage businesses.
•Subsequent to quarter-end, on October 1, 2021, we acquired Aquesta, a bank headquartered in Cornelius, North Carolina. Aquesta’s high-touch customer service is delivered to retail and business customers through a network of branches primarily located in the Charlotte metropolitan area. As of September 30, 2021, Aquesta reported total assets of $754 million, total loans of $500 million and total deposits of $658 million.
•On July 14, 2021, we announced an agreement to acquire Reliant, which we plan to complete in the first quarter of 2022. Reliant is headquartered in Brentwood, Tennessee, a suburb of Nashville, Tennessee and operates a 25 branch network in Tennessee, located primarily in some of the Nashville area’s most attractive markets, as well as in Clarksville and Chattanooga, Tennessee. It also has a manufactured housing finance group based in Knoxville. As of September 30, 2021, Reliant reported total assets of $3.01 billion, total loans of $2.39 billion, and total deposits of $2.55 billion.
COVID-19
We continue to monitor the impact of the COVID-19 pandemic on our business and to offer assistance to our customers affected by its economic effects, through payment deferrals and participation in the CARES Act and PPP loan program. Loans with active COVID-19 payment deferrals have decreased by 87% since December 31, 2020, with $8.87 million outstanding at September 30, 2021.
37
Results of Operations
We reported net income and diluted earnings per common share of $73.8 million and $0.82, respectively, for the third quarter of 2021 compared to $47.6 million and $0.52, respectively, for the same period in 2020. Operating net income (non-GAAP), which excludes merger-related and other charges, was $74.9 million for the third quarter of 2021, compared to $50.4 million for the same period in 2020. The increase in net income and operating net income was driven by increased net interest revenue and a release of provision for credit losses partly offset by a decrease in noninterest income and an increase in noninterest expense during the third quarter of 2021.
Net interest revenue increased to $141 million for the third quarter of 2021, compared to $128 million for the third quarter of 2020. Growth in our investment portfolio, accelerated recognition of PPP loan net deferred fees upon forgiveness, as well as a reduction of rates paid on deposits provided for much of the increase. The net interest margin decreased to 3.12% for the three months ended September 30, 2021 from 3.27% for the same period in 2020 primarily due to the effect of falling interest rates on our asset sensitive balance sheet and interest-earning assets shifting to be more heavily comprised of investment securities, which are generally lower-yielding than loans.
We recorded a negative provision for credit losses of $11.0 million for the third quarter of 2021, compared to $21.8 million of provision expense for the third quarter of 2020. The negative provision in 2021 resulted from a downward adjustment to the ACL, reflecting an improved economic forecast combined with low net charge-offs during the quarter. The provision for credit losses for the third quarter of 2020 reflected the expected macroeconomic effects of the COVID-19 pandemic and associated expected increase in net charge-offs. Net charge-offs for the third quarter of 2021 totaled $551,000 compared to $2.54 million for the same period in 2020.
Noninterest income of $40.1 million for the third quarter of 2021 was down $8.59 million, or 18%, from the third quarter of 2020. Lower gains on sales of mortgage loans and related fees drove most of the decrease, down $11.3 million compared to the same period of 2020. The decrease reflects the demand in the real estate mortgage market, which has started to level out after the initial surge in response to falling interest rates in early 2020. This decrease was partially offset by increases in wealth management fees, which reflects the addition of FinTrust’s wealth management business, and gains on sales of other loans driven by higher sales volume of equipment financing receivables.
Noninterest expense of $96.7 million for the third quarter of 2021, was relatively flat compared to the same period of 2020 as a result of the net effect of several fluctuations in noninterest expense items. Most notably, salaries and employee benefits expense increased $1.39 million, primarily as a result of the addition of FinTrust employees, while merger-related and other charges decreased $1.92 million. See Table 8 of MD&A for further detail on noninterest expense activity during the third quarter of 2021 compared to 2020.
For the nine months ended September 30, 2021 and 2020, we reported net income of $218 million and $105 million, respectively, and diluted earnings per common share of $2.42 and $1.25, respectively. Operating net income (non-GAAP) for the nine months ended September 30, 2021 and 2020, of $221 million and $108 million, respectively, excluded merger-related charges for both periods. Net interest revenue and net interest margin for the nine months ended September 30, 2021 were $411 million and 3.17%, respectively, compared to $356 million and 3.55%, respectively, for the same period in 2020. Results of operations for the nine months ended September 30, 2021 were largely driven by the same factors affecting the quarter, however the results for the nine months ended also reflect the of effect of the acquisition of Three Shores on July 1, 2020 and PPP loans for the full first nine months of 2021.
Results for the third quarter and first nine months of 2021 are discussed in further detail throughout the following sections of MD&A.
Critical Accounting Policies
Our accounting and reporting policies are in accordance with GAAP and conform to general practices within the banking industry. Our more critical accounting and reporting policies include accounting for the ACL and fair value measurements, both of which involve the use of estimates and require significant judgments by management. Different assumptions in the application of these policies could result in material changes in our consolidated financial position or consolidated results of operations. Our critical accounting policies are discussed in MD&A in our 2020 10-K. There have been no significant changes to our critical accounting policies in 2021.
38
Non-GAAP Reconciliation and Explanation
This Report contains financial information determined by methods other than in accordance with GAAP. Such non-GAAP financial information includes the following measures: “tangible book value per common share,” and “tangible common equity to tangible assets.” In addition, management presents non-GAAP operating performance measures, which exclude merger-related and other items that are not part of our 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 our Board each quarter. Management uses these non-GAAP measures because it believes they provide useful supplemental information for evaluating our operations and performance over periods of time, as well as in managing and evaluating our business and in discussions about our operations and performance. Management believes these non-GAAP measures may also provide users of our financial information with a meaningful measure for assessing our financial results and credit trends, as well as a comparison to financial results for prior periods. Nevertheless, non-GAAP measures have inherent limitations, are not required to be uniformly applied and are not audited. 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. In addition, because non-GAAP measures are not standardized, it may not be possible to compare our non-GAAP measures to 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 MD&A.
39
UNITED COMMUNITY BANKS, INC.
Table 1 - Financial Highlights
Selected Financial Information
(in thousands, except per share data)
2021
2020
Third Quarter
2021 - 2020 Change
For the Nine Months Ended September 30,
YTD Change
Third Quarter
Second Quarter
First Quarter
Fourth Quarter
Third Quarter
2021
2020
INCOME SUMMARY
Interest revenue
$
147,675
$
145,809
$
141,542
$
156,071
$
141,773
$
435,026
$
401,925
Interest expense
6,636
7,433
9,478
10,676
13,319
23,547
45,561
Net interest revenue
141,039
138,376
132,064
145,395
128,454
10
%
411,479
356,364
15
%
(Release of) provision for credit losses
(11,034)
(13,588)
(12,281)
2,907
21,793
(36,903)
77,527
Noninterest income
40,095
35,841
44,705
41,375
48,682
(18)
120,641
114,734
5
Total revenue
192,168
187,805
189,050
183,863
155,343
24
569,023
393,571
45
Expenses
96,749
95,540
95,194
106,490
95,981
1
287,483
261,499
10
Income before income tax expense
95,419
92,265
93,856
77,373
59,362
61
281,540
132,072
113
Income tax expense
21,603
22,005
20,150
17,871
11,755
84
63,758
27,485
132
Net income
73,816
70,260
73,706
59,502
47,607
55
217,782
104,587
108
Merger-related and other charges
1,437
1,078
1,543
2,452
3,361
4,058
4,566
Income tax benefit of merger-related and other charges
(328)
(246)
(335)
(552)
(519)
(909)
(788)
Net income - operating (1)
$
74,925
$
71,092
$
74,914
$
61,402
$
50,449
49
$
220,931
$
108,365
104
PERFORMANCE MEASURES
Per common share:
Diluted net income - GAAP
$
0.82
$
0.78
$
0.82
$
0.66
$
0.52
58
$
2.42
$
1.25
94
Diluted net income - operating (1)
0.83
0.79
0.83
0.68
0.55
51
2.45
1.29
90
Cash dividends declared
0.20
0.19
0.19
0.18
0.18
11
0.58
0.54
7
Book value
23.25
22.81
22.15
21.90
21.45
8
23.25
21.45
8
Tangible book value (3)
18.68
18.49
17.83
17.56
17.09
9
18.68
17.09
9
Key performance ratios:
Return on common equity - GAAP (2)(4)
14.26
%
14.08
%
15.37
%
12.36
%
10.06
%
14.55
%
8.11
%
Return on common equity - operating (1)(2)(4)
14.48
14.25
15.63
12.77
10.69
14.77
8.40
Return on tangible common equity - operating (1)(2)(3)(4)
18.23
17.81
19.68
16.23
13.52
18.55
10.76
Return on assets - GAAP (4)
1.48
1.46
1.62
1.30
1.07
1.52
0.93
Return on assets - operating (1)(4)
1.50
1.48
1.65
1.34
1.14
1.54
0.97
Dividend payout ratio - GAAP
24.39
24.36
23.17
27.27
34.62
23.97
43.20
Dividend payout ratio - operating (1)
24.10
24.05
22.89
26.47
32.73
23.67
41.86
Net interest margin (FTE) (4)
3.12
3.19
3.22
3.55
3.27
3.17
3.55
Efficiency ratio - GAAP
53.11
54.53
53.55
56.73
54.14
53.72
55.30
Efficiency ratio - operating (1)
52.33
53.92
52.68
55.42
52.24
52.97
54.34
Equity to total assets
10.89
11.04
10.95
11.29
11.47
10.89
11.47
Tangible common equity to tangible assets (3)
8.53
8.71
8.57
8.81
8.89
8.53
8.89
ASSET QUALITY
Nonperforming loans
$
44,923
$
46,123
$
55,900
$
61,599
$
49,084
(8)
$
44,923
$
49,084
(8)
Foreclosed properties
412
224
596
647
953
412
953
Total NPAs
45,335
46,347
56,496
62,246
50,037
(9)
45,335
50,037
(9)
ACL - loans
99,620
111,616
126,866
137,010
134,256
(26)
99,620
134,256
(26)
Net charge-offs
551
(456)
(305)
1,515
2,538
(210)
16,801
ACL - loans to loans
0.89
%
0.98
%
1.09
%
1.20
%
1.14
%
0.89
%
1.14
%
Net charge-offs to average loans (4)
0.02
(0.02)
(0.01)
0.05
0.09
—
0.22
NPAs to loans and foreclosed properties
0.41
0.41
0.48
0.55
0.42
0.41
0.42
NPAs to total assets
0.23
0.25
0.30
0.35
0.29
0.23
0.29
AVERAGE BALANCES ($ in millions)
Loans
$
11,205
$
11,617
$
11,433
$
11,595
$
11,644
(4)
$
11,417
$
10,088
13
Investment securities
5,122
4,631
3,991
3,326
2,750
86
4,587
2,560
79
Earning assets
18,078
17,540
16,782
16,394
15,715
15
17,473
13,498
29
Total assets
19,322
18,792
18,023
17,698
17,013
14
18,717
14,718
27
Deposits
16,637
16,132
15,366
15,057
14,460
15
16,050
12,490
29
Shareholders’ equity
2,119
2,060
2,025
1,994
1,948
9
2,068
1,763
17
Common shares - basic (thousands)
87,211
87,289
87,322
87,258
87,129
—
87,274
81,815
7
Common shares - diluted (thousands)
87,355
87,421
87,466
87,333
87,205
—
87,413
81,876
7
AT PERIOD END($ in millions)
Loans
$
11,191
$
11,391
$
11,679
$
11,371
$
11,799
(5)
$
11,191
$
11,799
(5)
Investment securities
5,335
4,928
4,332
3,645
3,089
73
5,335
3,089
73
Total assets
19,481
18,896
18,557
17,794
17,153
14
19,481
17,153
14
Deposits
16,865
16,328
15,993
15,232
14,603
15
16,865
14,603
15
Shareholders’ equity
2,122
2,086
2,031
2,008
1,967
8
2,122
1,967
8
Common shares outstanding (thousands)
86,559
86,665
86,777
86,675
86,611
—
86,559
86,611
—
(1) Excludes merger-related and other charges. (2) Net income less preferred stock dividends, divided by average realized common equity, which excludes AOCI. (3) Excludes effect of acquisition related intangibles and associated amortization. (4) Annualized.
Income tax benefit of merger-related and other charges
(328)
(246)
(335)
(552)
(519)
(909)
(788)
Net income - operating
$
74,925
$
71,092
$
74,914
$
61,402
$
50,449
$
220,931
$
108,365
Diluted income per common share reconciliation
Diluted income per common share (GAAP)
$
0.82
$
0.78
$
0.82
$
0.66
$
0.52
$
2.42
$
1.25
Merger-related and other charges, net of tax
0.01
0.01
0.01
0.02
0.03
0.03
0.04
Diluted income per common share - operating
$
0.83
$
0.79
$
0.83
$
0.68
$
0.55
$
2.45
$
1.29
Book value per common share reconciliation
Book value per common share (GAAP)
$
23.25
$
22.81
$
22.15
$
21.90
$
21.45
$
23.25
$
21.45
Effect of goodwill and other intangibles
(4.57)
(4.32)
(4.32)
(4.34)
(4.36)
(4.57)
(4.36)
Tangible book value per common share
$
18.68
$
18.49
$
17.83
$
17.56
$
17.09
$
18.68
$
17.09
Return on tangible common equity reconciliation
Return on common equity (GAAP)
14.26
%
14.08
%
15.37
%
12.36
%
10.06
%
14.55
%
8.11
%
Merger-related and other charges, net of tax
0.22
0.17
0.26
0.41
0.63
0.22
0.29
Return on common equity - operating
14.48
14.25
15.63
12.77
10.69
14.77
8.40
Effect of goodwill and other intangibles
3.75
3.56
4.05
3.46
2.83
3.78
2.36
Return on tangible common equity - operating
18.23
%
17.81
%
19.68
%
16.23
%
13.52
%
18.55
%
10.76
%
Return on assets reconciliation
Return on assets (GAAP)
1.48
%
1.46
%
1.62
%
1.30
%
1.07
%
1.52
%
0.93
%
Merger-related and other charges, net of tax
0.02
0.02
0.03
0.04
0.07
0.02
0.04
Return on assets - operating
1.50
%
1.48
%
1.65
%
1.34
%
1.14
%
1.54
%
0.97
%
Dividend payout ratio reconciliation
Dividend payout ratio (GAAP)
24.39
%
24.36
%
23.17
%
27.27
%
34.62
%
23.97
%
43.20
%
Merger-related and other charges, net of tax
(0.29)
(0.31)
(0.28)
(0.80)
(1.89)
(0.30)
(1.34)
Dividend payout ratio - operating
24.10
%
24.05
%
22.89
%
26.47
%
32.73
%
23.67
%
41.86
%
Efficiency ratio reconciliation
Efficiency ratio (GAAP)
53.11
%
54.53
%
53.55
%
56.73
%
54.14
%
53.72
%
55.30
%
Merger-related and other charges
(0.78)
(0.61)
(0.87)
(1.31)
(1.90)
(0.75)
(0.96)
Efficiency ratio - operating
52.33
%
53.92
%
52.68
%
55.42
%
52.24
%
52.97
%
54.34
%
Tangible common equity to tangible assets reconciliation
Equity to total assets (GAAP)
10.89
%
11.04
%
10.95
%
11.29
%
11.47
%
10.89
%
11.47
%
Effect of goodwill and other intangibles
(1.87)
(1.82)
(1.86)
(1.94)
(2.02)
(1.87)
(2.02)
Effect of preferred equity
(0.49)
(0.51)
(0.52)
(0.54)
(0.56)
(0.49)
(0.56)
Tangible common equity to tangible assets
8.53
%
8.71
%
8.57
%
8.81
%
8.89
%
8.53
%
8.89
%
41
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.
The following tables indicate the relationship between interest revenue and expense and the average amounts of assets and liabilities, which provides further insight into net interest spread and net interest margin for the periods indicated. The following discussion provides additional detail on the average balances and net interest revenue for the periods presented.
For the quarter:
Average PPP loans for the third quarter of 2021 decreased $1.03 billion compared to the third quarter of 2020, which mostly reflects SBA loan forgiveness. This was the primary driver of the decrease in average total loans for the third quarter of 2021 compared to the same period of 2020 and more than offset organic loan growth for the period. The forgiveness of PPP loans and strong growth in deposits generated additional liquidity, which we deployed into our investment portfolio, resulting in increases in average securities of $2.37 billion for the three months ended September 30, 2021 compared to the same period of 2020. This additional liquidity was also reflected in our cash balances.
Net interest revenue for the third quarter was $141 million, while FTE net interest revenue was $142 million, representing a 10% increase from the third quarter of 2020. The increase was mostly driven by the growth in the investment portfolio, accelerated recognition of net deferred PPP loan fees upon forgiveness and our ability to decrease our rates paid on deposits in a historically low interest rate environment. Deferred fees recognized on PPP loans totaled $12.9 million for the three months ended September 30, 2021, compared to $5.15 million for the comparable period of 2020. Additionally, rates paid on interest-bearing deposits fell 27 basis points compared to the third quarter of 2020, which contributed to the $5.86 million decrease in interest paid on these deposits compared to the same period of 2020. The impact of the decrease in interest rates on interest expense more than offset the impact of the growth in interest-bearing deposits of $970 million.
Despite an increase in net interest revenue, the net interest spread and net interest margin for the third quarter of 2021 decreased 4 basis points and 15 basis points, respectively, from the same period of 2020 primarily due to a mix shift in our interest-earning assets. The average interest-earning asset mix for the three months ended September 30, 2021 compared to the same period of 2020 was comprised more heavily of investment securities and cash, both of which are lower-yielding than loans, which contributed to the net interest margin and spread compression.
For the nine months ended:
In contrast to the three months ended, average loans for the nine months ended September 30, 2021 increased compared to the same period of 2020, reflecting loans acquired from Three Shores for the full nine months of 2021 and higher average PPP loans, which combined contributed approximately $821 million to the increase. Consistent with the quarter, additional liquidity provided by deposit growth and PPP loan forgiveness resulted in higher average cash balances and deployment of excess liquidity into our investment portfolio. Average securities increased $2.03 billion for the nine months ended September 30, 2021 compared to the same period of 2020.
Net interest revenue for the first nine months of 2021 was $411 million, while FTE net interest revenue was $415 million, representing a 16% increase from the first nine months of 2020. The increase was primarily driven by the loan growth discussed above and accelerated recognition of net deferred PPP loan fees of $33.7 million. These sources of income were partially offset by the impact of historically low interest rates on our asset sensitive balance sheet. Consistent with the quarter, during the nine months ended September 30, 2021, the average interest rate paid on interest-bearing deposits decreased 42 basis points compared to the same period of 2020, which contributed to a net reduction in interest expense of $23.4 million compared to the nine months ended September 30, 2020, despite growth in average interest-bearing deposits of $1.86 billion. The net interest spread and net interest margin for the first nine months of 2021 decreased 23 basis points and 38 basis points, respectively, from the same period of 2020 primarily due to the same factors impacting the quarter.
42
Table 2 - Average Consolidated Balance Sheets and Net Interest Analysis
For the Three Months Ended September 30,
2021
2020
(dollars in thousands, FTE)
Average Balance
Interest
Average Rate
Average Balance
Interest
Average Rate
Assets:
Interest-earning assets:
Loans, net of unearned income (FTE) (1)(2)
$
11,204,653
$
128,185
4.54
%
$
11,644,202
$
126,342
4.32
%
Taxable securities (3)
4,738,860
16,260
1.37
2,499,649
12,663
2.03
Tax-exempt securities (FTE) (1)(3)
383,196
3,061
3.20
249,959
2,544
4.07
Federal funds sold and other interest-earning assets
1,751,222
1,185
0.27
1,321,445
1,132
0.34
Total interest-earning assets (FTE)
18,077,931
148,691
3.27
15,715,255
142,681
3.61
Noninterest-earning assets:
Allowance for credit losses
(111,952)
(128,581)
Cash and due from banks
124,360
135,949
Premises and equipment
228,556
216,326
Other assets (3)
1,002,810
1,074,529
Total assets
$
19,321,705
$
17,013,478
Liabilities and Shareholders' Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand
$
3,594,670
1,290
0.14
$
2,890,735
1,634
0.22
Money market
4,010,720
1,119
0.11
3,501,781
3,017
0.34
Savings
1,120,843
55
0.02
864,849
47
0.02
Time
1,466,821
609
0.16
1,933,764
4,127
0.85
Brokered time deposits
63,917
69
0.43
96,198
173
0.72
Total interest-bearing deposits
10,256,971
3,142
0.12
9,287,327
8,998
0.39
Federal funds purchased and other borrowings
—
—
—
4,405
2
0.18
Federal Home Loan Bank advances
54
—
—
2,818
27
3.81
Long-term debt
257,139
3,494
5.39
327,017
4,292
5.22
Total borrowed funds
257,193
3,494
5.39
334,240
4,321
5.14
Total interest-bearing liabilities
10,514,164
6,636
0.25
9,621,567
13,319
0.55
Noninterest-bearing liabilities:
Noninterest-bearing deposits
6,379,969
5,172,999
Other liabilities
308,551
270,451
Total liabilities
17,202,684
15,065,017
Shareholders' equity
2,119,021
1,948,461
Total liabilities and shareholders' equity
$
19,321,705
$
17,013,478
Net interest revenue (FTE)
$
142,055
$
129,362
Net interest-rate spread (FTE)
3.02
%
3.06
%
Net interest margin (FTE) (4)
3.12
%
3.27
%
(1)Interest revenue on tax-exempt securities and loans has been increased to reflect comparable interest on taxable securities and loans. The rate used was 26%, reflecting the statutory federal income tax rate and the federal tax adjusted state income tax rate.
(2)Included in the average balance of loans outstanding are loans on which the accrual of interest has been discontinued and loans that are held for sale.
(3)AFS securities are shown at amortized cost. Pretax unrealized gains of $39.6 million and $77.0 million in 2021 and 2020, respectively, 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.
43
Table 3 - Average Consolidated Balance Sheets and Net Interest Analysis
For the Nine Months Ended September 30,
2021
2020
(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)
$
11,417,285
$
380,765
4.46
%
$
10,087,630
$
351,536
4.65
%
Taxable securities (3)
4,206,099
44,845
1.42
2,362,674
42,579
2.40
Tax-exempt securities (FTE) (1)(3)
381,323
8,979
3.14
197,231
6,699
4.53
Federal funds sold and other interest-earning assets
1,468,487
3,462
0.31
850,722
3,621
0.57
Total interest-earning assets (FTE)
17,473,194
438,051
3.35
13,498,257
404,435
4.00
Non-interest-earning assets:
Allowance for loan losses
(127,793)
(96,235)
Cash and due from banks
138,973
134,354
Premises and equipment
225,021
217,551
Other assets (3)
1,007,669
964,511
Total assets
$
18,717,064
$
14,718,438
Liabilities and Shareholders' Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand
$
3,452,206
4,158
0.16
$
2,583,911
6,240
0.32
Money market
3,853,907
4,278
0.15
2,797,350
10,969
0.52
Savings
1,064,045
157
0.02
788,681
121
0.02
Time
1,551,934
3,096
0.27
1,860,597
17,435
1.25
Brokered time deposits
67,794
292
0.58
102,502
579
0.75
Total interest-bearing deposits
9,989,886
11,981
0.16
8,133,041
35,344
0.58
Federal funds purchased and other borrowings
41
—
—
1,611
3
0.25
Federal Home Loan Bank advances
1,117
2
0.24
1,001
28
3.74
Long-term debt
286,347
11,564
5.40
256,218
10,186
5.31
Total borrowed funds
287,505
11,566
5.38
258,830
10,217
5.27
Total interest-bearing liabilities
10,277,391
23,547
0.31
8,391,871
45,561
0.73
Noninterest-bearing liabilities:
Noninterest-bearing deposits
6,059,680
4,356,484
Other liabilities
311,749
206,904
Total liabilities
16,648,820
12,955,259
Shareholders' equity
2,068,244
1,763,179
Total liabilities and shareholders' equity
$
18,717,064
$
14,718,438
Net interest revenue (FTE)
$
414,504
$
358,874
Net interest-rate spread (FTE)
3.04
%
3.27
%
Net interest margin (FTE) (4)
3.17
%
3.55
%
(1)Interest revenue on tax-exempt securities and loans has been increased to reflect comparable interest on taxable securities and loans. The rate used was 26%, reflecting the statutory federal income tax rate and the federal tax adjusted state income tax rate.
(2)Included in the average balance of loans outstanding are loans on which the accrual of interest has been discontinued and loans that are held for sale.
(3)Securities AFS are shown at amortized cost. Pretax unrealized gains of $40.3 million and $65.5 million in 2021 and 2020, respectively, 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 4 - Change in Interest Revenue and Expense on a Taxable Equivalent Basis
(in thousands)
Three Months Ended September 30, 2021
Nine Months Ended September 30, 2021
Compared to 2020 Increase (Decrease) Due to Changes in
Volume
Rate
Total
Volume
Rate
Total
Interest-earning assets:
Loans (FTE)
$
(4,875)
$
6,718
$
1,843
$
44,834
$
(15,605)
$
29,229
Taxable securities
8,653
(5,056)
3,597
24,316
(22,050)
2,266
Tax-exempt securities (FTE)
1,148
(631)
517
4,809
(2,529)
2,280
Federal funds sold and other interest-earning assets
321
(268)
53
1,903
(2,062)
(159)
Total interest-earning assets (FTE)
5,247
763
6,010
75,862
(42,246)
33,616
Interest-bearing liabilities:
NOW and interest-bearing demand accounts
340
(684)
(344)
1,675
(3,757)
(2,082)
Money market accounts
386
(2,284)
(1,898)
3,118
(9,809)
(6,691)
Savings deposits
13
(5)
8
41
(5)
36
Time deposits
(811)
(2,707)
(3,518)
(2,496)
(11,843)
(14,339)
Brokered deposits
(47)
(57)
(104)
(169)
(118)
(287)
Total interest-bearing deposits
(119)
(5,737)
(5,856)
2,169
(25,532)
(23,363)
Federal funds purchased & other borrowings
(1)
(1)
(2)
(1)
(2)
(3)
FHLB advances
(13)
(14)
(27)
3
(29)
(26)
Long-term debt
(945)
147
(798)
1,214
164
1,378
Total borrowed funds
(959)
132
(827)
1,216
133
1,349
Total interest-bearing liabilities
(1,078)
(5,605)
(6,683)
3,385
(25,399)
(22,014)
Increase in net interest revenue (FTE)
$
6,325
$
6,368
$
12,693
$
72,477
$
(16,847)
$
55,630
Provision for Credit Losses
The ACL represents management’s estimate of life of loan credit losses in the loan portfolio and unfunded loan commitments. Management’s estimate of credit losses under CECL is determined using a model that relies on reasonable and supportable forecasts and historical loss information to determine the balance of the ACL and resulting provision for credit losses.
We recorded negative provisions for credit losses of $11.0 million and $36.9 million for the three and nine months ended September 30, 2021, respectively, compared to $21.8 million and $77.5 million in provision expense for the same periods in 2020, respectively. The amount of provision recorded in each period was the amount required such that the total ACL reflected the appropriate balance as determined by management reflecting expected life of loan losses. The negative provision expense for the three and nine months ended September 30, 2021 compared to the same periods of 2020 was primarily a result of an improved economic forecast combined with low net charge-offs recognized during the third quarter and net recoveries recorded during the first nine months of 2021. The amount of net recoveries recorded during the first nine months of 2021 was mostly attributable to one large commercial credit recovery during the first quarter, strong recoveries from a number of other credits and lower charge-offs during the second and third quarters. The provision for credit losses for the third quarter and first nine months of 2020 was elevated due to a relatively stressed economic forecast amidst the COVID-19 pandemic.
Additional discussion on credit quality and the ACL is included in the “Asset Quality and Risk Elements” section of MD&A in this Report.
45
Noninterest income
The following table presents the components of noninterest income for the periods indicated.
Table 5 - Noninterest Income
(in thousands)
Three Months Ended September 30,
Change
Nine Months Ended September 30,
Change
2021
2020
Amount
Percent
2021
2020
Amount
Percent
Overdraft fees
$
2,858
$
2,484
$
374
15
%
$
7,474
$
8,000
$
(526)
(7)
%
ATM and debit card fees
3,867
3,577
290
8
10,263
9,845
418
4
Other service charges and fees
2,625
2,199
426
19
7,518
6,048
1,470
24
Total service charges and fees
9,350
8,260
1,090
13
25,255
23,893
1,362
6
Mortgage loan gains and related fees
13,828
25,144
(11,316)
(45)
47,536
57,113
(9,577)
(17)
Wealth management fees
5,554
3,055
2,499
82
12,881
6,019
6,862
114
Gains on sales of other loans
2,353
1,175
1,178
100
7,506
3,889
3,617
93
Securities gains, net
—
746
(746)
41
746
(705)
Other noninterest income:
Other lending and loan servicing fees
2,825
2,869
(44)
(2)
7,070
5,832
1,238
21
Customer derivatives
585
2,258
(1,673)
(74)
2,537
4,846
(2,309)
(48)
Other investment gains (losses)
1,333
911
422
4,487
(228)
4,715
BOLI
832
1,214
(382)
(31)
2,661
4,091
(1,430)
(35)
Treasury management income
765
568
197
35
2,120
1,539
581
38
Other
2,670
2,482
188
8
8,547
6,994
1,553
22
Total other noninterest income
9,010
10,302
(1,292)
(13)
27,422
23,074
4,348
19
Total noninterest income
$
40,095
$
48,682
$
(8,587)
(18)
$
120,641
$
114,734
$
5,907
5
During the third quarter and first nine months of 2021, total service charges and fees increased compared to the respective periods of 2020, which was mostly driven by the addition of Three Shores customers and the receipt of larger vendor rebates. While overdraft fee income has started to normalize, overdraft fees have remained at relatively low levels since the onset of the COVID-19 pandemic. During the first nine months of 2020, the decrease in overdraft fees was attributable to lower transaction volume due to widespread economic shutdowns combined with government stimulus payments disbursed during the second quarter of 2020, both of which increased transaction deposit account balances. During the first nine months of 2021, transaction deposit account balances remained elevated due to government stimulus payments and customer preferences to allocate more funds to transaction deposit accounts rather than time deposits in the current low interest rate environment.
Mortgage loan gains and related fees consists primarily of fees earned on mortgage originations, gains on the sale of mortgages in the secondary market and fair value adjustments to our mortgage servicing asset. We recognize the majority of gains on mortgages when customers enter into mortgage rate lock commitments, making our mortgage pipeline a significant driver of mortgage gains in any given period.The change in mortgage loan gains and related fees is strongly tied to the interest rate environment. Customer demand, primarily driven by interest rates, as well as the market-driven gain on sale spread are also primary drivers of mortgage income. From the second quarter of 2020 through the first quarter of 2021, we experienced a strong demand for mortgage refinances and home purchases following the drop in interest rates in early 2020. Since the second quarter of 2021, the demand for refinances has decreased as rates have started to increase, which in turn has also resulted in a decrease in volume of mortgage rate locks. However, the demand for home purchases remained strong for the three and nine months ended September 30, 2021 resulting in higher purchase originations compared to the respective periods of 2020. Offsetting strong mortgage origination demand, during the three months ended September 30, 2021 and 2020, we recorded negative adjustments related to fair value and decay to the mortgage servicing rights asset of $1.32 million and $1.18 million, respectively. Additionally, our gain on sale spread for the third quarter of 2021 of 4.82% decreased compared to 5.43% for the third quarter of 2020 contributing to the decrease in mortgage loan gains.
46
Table 6 - Selected Mortgage Metrics
(dollars in thousands)
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
% Change
2021
2020
% Change
Mortgage rate locks
$
730,566
$
909,834
(20)
%
$
2,425,571
$
2,512,327
(3)
%
# of mortgage rate locks
2,077
3,022
(31)
7,149
8,899
(20)
Mortgage loans sold
$
319,232
$
402,265
(21)
$
1,062,373
$
1,056,783
1
# of mortgage loans sold
1,299
1,754
(26)
4,408
4,624
(5)
Mortgage loans originated:
Purchases
$
354,378
$
327,269
8
$
1,053,849
$
788,767
34
Refinances
214,018
241,863
(12)
849,421
730,012
16
Total
$
568,396
$
569,132
—
$
1,903,270
$
1,518,779
25
# of mortgage loans originated
1,615
2,102
(23)
5,749
5,667
1
Our SBA/USDA lending strategy includes selling a portion of the loan production each quarter. The amount of loans sold depends on several variables including the current lending environment and balance sheet management activities. From time to time, we also sell certain equipment financing receivables based on market conditions. Gains on the sale of other loans for the first nine months of 2021 increased compared to the same period of 2020 mostly due to the sale of equipment financing loans and leases and USDA renewable energy loans in the second quarter of 2021. The following table presents loans sold and the corresponding gains or losses recognized on the sale for the periods indicated.
Table 7 - Other Loan Sales
(in thousands)
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Loans Sold
Gain (Loss)
Loans Sold
Gain (Loss)
Loans Sold
Gain (Loss)
Loans Sold
Gain (Loss)
Guaranteed portion of SBA/USDA loans
$
13,484
$
1,492
$
13,464
$
1,177
$
57,132
$
5,835
$
31,533
$
2,613
Equipment financing receivables
19,273
861
950
(2)
39,240
1,671
24,871
1,276
Total
$
32,757
$
2,353
$
14,414
$
1,175
$
96,372
$
7,506
$
56,404
$
3,889
The increase in wealth management fees during the third quarter and first nine months of 2021 compared to the same periods of 2020 was primarily a result of the growth of our wealth management business through the acquisitions of FinTrust and Three Shores. FinTrust is the main driver of the increase for the three months ended September 30, 2021, while Three Shores, which was acquired July 1, 2020, also contributed to much of the increase during the first nine months of 2021.
The change in other noninterest income for the three and nine months ended September 30, 2021 compared to the same periods of 2020 was primarily driven by the following factors:
•Other investment performance for the three and nine months ended September 30, 2021, yielded net higher positive fair value adjustments when compared to the same periods of 2020. The nine months ended September 30, 2020 included losses recorded during the first half of 2020 resulting from the COVID-19 pandemic related market disruption. These losses were more than offset by gains recorded during the third quarter of 2020 as the pandemic outlook improved.
•Lending and loan servicing fees for the third quarter of 2021 decreased compared to the third quarter of 2020, but increased for the nine months ended 2021 compared to the same period of 2020. Volume-driven fee income from our equipment finance business increased for the three and nine months ended September 30, 2021, which was a main driver for the increase in lending and loan servicing fees for the nine months ended September 30, 2021. However, for the third quarter of 2021, this increase was more than offset by a negative adjustment to our SBA servicing asset, which resulted primarily from payoffs and paydowns, compared to a positive adjustment during the third quarter of 2020.
•BOLI income decreased compared to the three and nine months ended September 30, 2020, which included death benefit gains of $274,000 and $1.37 million, respectively.
•Customer derivative income also decreased for the three and nine months ended September 30, 2021 compared to the same periods of 2020 due to increases in interest rates negatively impacting the demand for customer derivative products.
47
Noninterest Expenses
The following table presents the components of noninterest expenses for the periods indicated.
Table 8 - Noninterest Expenses
(in thousands)
Three Months Ended September 30,
Change
Nine Months Ended September 30,
Change
2021
2020
Amount
Percent
2021
2020
Amount
Percent
Salaries and employee benefits
$
60,458
$
59,067
$
1,391
2
%
$
180,457
$
162,236
$
18,221
11
%
Communications and equipment
7,368
6,960
408
6
21,979
19,462
2,517
13
Occupancy
7,096
7,050
46
1
21,130
18,709
2,421
13
Advertising and public relations
1,458
1,778
(320)
(18)
4,150
5,312
(1,162)
(22)
Postage, printing and supplies
1,731
1,703
28
2
5,171
4,986
185
4
Professional fees
5,347
5,083
264
5
14,509
14,003
506
4
Lending and loan servicing expense
2,450
3,043
(593)
(19)
8,508
8,525
(17)
—
Outside services - electronic banking
2,308
1,888
420
22
6,811
5,516
1,295
23
FDIC assessments and other regulatory charges
1,723
1,346
377
28
5,520
4,388
1,132
26
Amortization of intangibles
1,028
1,099
(71)
(6)
2,942
3,126
(184)
(6)
Other
4,345
3,603
742
21
12,248
10,670
1,578
15
Total excluding merger-related and other charges
95,312
92,620
2,692
3
283,425
256,933
26,492
10
Merger-related and other charges
1,437
3,361
(1,924)
4,058
4,566
(508)
Total noninterest expenses
$
96,749
$
95,981
$
768
1
$
287,483
$
261,499
$
25,984
10
Salaries and employee benefits for the third quarter of 2021 increased compared to the same quarter of 2020 primarily due to the addition of FinTrust employees, higher brokerage and equipment finance commissions as well as other incentives reflective of strong performance during the quarter. These increases were partially offset by higher deferred loan origination costs resulting from increased loan production. The increase also reflected our merit-based salary increases awarded during the second quarter of 2021. In addition to these factors, the increase in salaries and employee benefits for the nine months ended September 30, 2021 compared to the same period of 2020 was also attributable to the addition of Three Shores employees beginning on July 1, 2020 and higher mortgage commissions as a result of strong mortgage production for first nine months of 2021. Full-time equivalent headcount totaled 2,480 at September 30, 2021, up from 2,414 at September 30, 2020.
Communications and equipment expense increased for the third quarter and first nine months of 2021 compared to the same periods of 2020 primarily due to incremental software contract costs. The increase in occupancy costs for the nine months ended September 30, 2021 was mostly attributable to the addition of operating lease costs associated with the acquired Three Shores’ locations. Advertising and public relations expense for the three and nine months ended September 30, 2021 decreased relative to the same periods of 2020 as 2020 included contributions to the United Community Bank Foundation in its inaugural year. Lending and loan servicing expense for the third quarter of 2021 decreased compared to the same period of 2020 partially due to lower mortgage production volume. The increase in outside services - electronic banking primarily related to increased ATM network and internet banking costs.
Merger-related and other charges for the third quarter and first nine months of 2021 primarily consisted of expenses associated with the acquisitions of Three Shores, FinTrust and Aquesta. Merger-related and other charges for the three and nine months ended September 30, 2020 were mostly related to the acquisition of Three Shores.
Balance Sheet Review
Total assets at September 30, 2021 and December 31, 2020 were $19.5 billion and $17.8 billion, respectively. Total liabilities at September 30, 2021 and December 31, 2020 were $17.4 billion and $15.8 billion, respectively. Shareholders’ equity totaled $2.12 billion and $2.01 billion at September 30, 2021 and December 31, 2020, respectively. The increase in assets was primarily evident in our investment portfolio, which we have strategically grown by $1.69 billion during 2021 to deploy excess liquidity provided by PPP loan forgiveness and growth in our customer deposits.
48
Loans
Our loan portfolio is our largest category of interest-earning assets. The following table presents a summary of the loan portfolio by loan type, of which approximately 73% was secured by real estate at September 30, 2021.
Table 9 - Loans Outstanding
(in thousands)
September 30, 2021
December 31, 2020
Amortized Cost
% of total loans
Amortized Cost
% of total loans
Owner occupied commercial real estate
$
2,148,946
19
%
$
2,090,443
18
%
Income producing commercial real estate
2,542,106
23
2,540,750
22
Commercial & industrial (1)
1,879,466
17
2,498,560
22
Commercial construction
947,023
8
967,305
9
Equipment financing
1,016,903
9
863,830
8
Total commercial
8,534,444
76
8,960,888
79
Residential mortgage
1,532,625
14
1,284,920
11
HELOC
661,352
6
697,117
6
Residential construction
320,880
3
281,430
3
Consumer
141,736
1
146,460
1
Total loans
$
11,191,037
100
%
$
11,370,815
100
%
(1) Commercial and industrial loans as of September 30, 2021 and December 31, 2020 included $150 million and $646 million of PPP loans, respectively.
Asset Quality and Risk Elements
We manage asset quality and control 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. Our credit risk management function is responsible for monitoring asset quality and Board approved portfolio concentration limits, establishing credit policies and procedures and enforcing the consistent application of these policies and procedures. Additional information on our credit administration function is included in Part I, Item 1 under the heading Lending Activities in our 2020 10-K.
We conduct reviews of classified performing and non-performing loans, TDRs, past due loans and portfolio concentrations on a regular basis to identify risk migration and potential charges to the ACL. These items are discussed in a series of meetings attended by credit risk management leadership and leadership from various lending groups. In addition to the reviews mentioned above, an independent loan review team reviews the portfolio to ensure consistent application of risk rating policies and procedures.
The ACL reflects management’s assessment of the life of loan expected credit 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 changes substantially with respect to one or more loan relationships or portfolios. The allocation of the ACL is based on reasonable and supportable forecasts, historical data, subjective judgment and estimates and therefore, is not necessarily indicative of the specific amounts or loan categories in which charge-offs may ultimately occur. In addition, bank regulatory authorities, as part of their periodic examination of the Bank, may require adjustments to the provision for credit losses in future periods if, in their opinion, the results of their review warrant such additions. See the Critical Accounting Policies section of MD&A in our 2020 10-K for additional information on the allowance for credit losses.
49
The following table presents a summary of the changes in the ACL for the periods indicated.
Provision for credit losses - unfunded commitments
411
(180)
697
6,591
ACL - unfunded commitments, end of period
11,255
11,920
11,255
11,920
Total ACL
$
110,875
$
146,176
$
110,875
$
146,176
Total loans:
At period-end
$
11,191,037
$
11,798,910
$
11,191,037
$
11,798,910
Average
11,204,653
11,644,202
11,417,285
10,087,630
ACL - loans, as a percentage of period-end loans
0.89
%
1.14
%
0.89
%
1.14
%
As a percentage of average loans (annualized):
Net charge-offs
0.02
0.09
—
0.22
Provision for credit losses - loans
(0.41)
0.75
(0.44)
0.94
The reduction in the ACL since December 31, 2020 reflects an improved economic forecast, which includes an improved COVID-19 pandemic outlook, government stimulus spending, projected GDP growth and a continued low interest rate environment. Qualitative factors were used to moderate the improvement in the economic forecast for certain portfolios in recognition of continued elevated
50
levels of special mention and substandard assets at September 30, 2021, primarily due to slower improvement in several COVID-19 impacted industries.
The following table presents a summary of loans by risk category for the dates indicated. See Note 6 to the consolidated financial statements in this Report for detailed descriptions of the risk categories.
Table 11 - Risk Categories
(in thousands)
September 30, 2021
June 30, 2021
March 31, 2021
December 31, 2020
September 30, 2020
Pass
$
10,691,234
$
10,781,793
$
11,070,628
$
10,846,850
$
11,481,859
Special mention
227,708
369,964
376,250
297,245
142,480
Substandard
222,095
238,989
231,666
226,720
174,571
Total loans
$
11,141,037
$
11,390,746
$
11,678,544
$
11,370,815
$
11,798,910
During the fourth quarter of 2020 and first quarter of 2021, we downgraded loans to certain borrowers whose financial performance was impacted by the social and economic effects of the COVID-19 pandemic, such as senior care and hotels. During the third quarter of 2021, to the extent these borrowers’ financial position strengthened as the economic outlook of the pandemic improved, we made risk grade upgrades as deemed appropriate by management.
We classify loans as substandard when there is one or more well-defined weaknesses that jeopardize the repayment by the borrower and there is a distinct possibility that we could sustain some loss if the deficiency is not corrected. At September 30, 2021, substandard loans included accrual and nonaccrual loans of $177 million and $44.9 million, respectively. Special mention loans continue to accrue interest.
Nonperforming Assets
NPAs, which include nonaccrual loans and foreclosed properties, totaled $45.3 million at September 30, 2021, compared with $62.2 million at December 31, 2020. The decrease in NPAs since December 31, 2020 is primarily a result of paydowns and payoffs of nonaccrual loans.
Our policy is to place loans on nonaccrual status when, in the opinion of management, the full principal and interest on a loan is not likely to be collected or when the loan becomes 90 days past due. A loan may continue on accrual after 90 days, however, if it is well collateralized and in the process of collection. When a loan is placed on nonaccrual status, interest previously accrued but not collected is reversed against current interest revenue. Interest payments received on nonaccrual loans are applied to reduce the loan’s amortized cost. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, there is a sustained period of repayment performance and future payments are reasonably assured.
Generally, we do not commit to lend additional funds to customers whose loans are on nonaccrual status, although in certain isolated cases, we execute forbearance agreements whereby we agree to continue to fund construction loans to completion or other lines of credit as long as the borrower meets the conditions of the forbearance agreement. We may also fund other amounts necessary to protect collateral such as amounts to pay past due property taxes and insurance coverage.
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.
51
The table below summarizes NPAs.
Table 12 - NPAs
(in thousands)
September 30, 2021
December 31, 2020
Nonaccrual loans:
Owner occupied commercial real estate
4,945
8,582
Income producing commercial real estate
13,462
15,149
Commercial & industrial
8,507
16,634
Commercial construction
1,202
1,745
Equipment financing
1,845
3,405
Total commercial
29,961
45,515
Residential mortgage
13,222
12,858
HELOC
1,364
2,487
Residential construction
260
514
Consumer
116
225
Total nonaccrual loans
44,923
61,599
Foreclosed properties
412
647
Total NPAs
$
45,335
$
62,246
Nonaccrual loans as a percentage of total loans
0.40
%
0.54
%
NPAs as a percentage of total loans and foreclosed properties
0.41
0.55
NPAs as a percentage of total assets
0.23
0.35
At September 30, 2021 and December 31, 2020, we had $53.0 million and $61.6 million, respectively, in loans with terms that have been modified in TDRs. Included therein were $16.4 million and $20.6 million, respectively, of TDRs that were classified as nonaccrual and were included in nonperforming loans. The remaining TDRs with an aggregate balance of $36.6 million and $41.0 million, respectively, were performing according to their modified terms and were therefore not considered to be nonperforming assets.
The CARES Act and interagency guidance granted temporary relief from TDR classification for certain loans restructured as a result of COVID-19. During 2020, we granted a significant number of payment deferral requests to our borrowers related to the economic disruption created by COVID-19. The following table presents remaining COVID-19 related deferrals. To the extent that these deferrals qualified under either the CARES Act or interagency guidance, they were not considered new TDRs as of September 30, 2021 and December 31, 2020.
Table 13 - COVID-19 Deferrals
(in thousands)
September 30, 2021
December 31, 2020
Owner occupied commercial real estate
$
3,433
$
4,774
Income producing commercial real estate
—
45,190
Commercial & industrial
404
5,682
Commercial construction
—
1,745
Equipment financing
2,384
3,474
Total commercial
6,221
60,865
Residential mortgage
2,519
8,731
HELOC
125
1,012
Residential construction
—
55
Consumer
—
46
Total COVID-19 deferrals
$
8,865
$
70,709
52
Investment Securities
The composition of the investment securities portfolio reflects our 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.
At September 30, 2021 and December 31, 2020, we had HTM debt securities with a carrying amount of $1.08 billion and $420 million, respectively, and AFS debt securities totaling $4.25 billion and $3.22 billion, respectively. The increased balances at September 30, 2021 reflect our decision to deploy liquidity generated through strong deposit growth by purchasing additional investment securities. At September 30, 2021 and December 31, 2020, the securities portfolio represented approximately 27% and 20%, respectively, of total assets.
In accordance with CECL, our HTM debt securities portfolio is evaluated quarterly to assess whether an ACL is required. We measure expected credit losses on HTM debt securities on a collective basis by major security type. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. At September 30, 2021 and December 31, 2020, calculated credit losses on HTM debt securities were de minimis due to the high credit quality of the portfolio, which included securities issued or guaranteed by U.S. Government agencies, GSEs, high credit quality municipalities and supranational entities. As a result, no ACL for HTM debt securities was recorded.
For AFS debt securities in an unrealized loss position, if we intend to sell, or if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis, the security's amortized cost basis is written down to fair value through income. Absent an intent or more than likely requirement to sell, we evaluate whether the decline in fair value has resulted from credit losses or other factors. The evaluation considers factors such as the extent to which fair value is less than amortized cost, changes to the security’s rating, and adverse conditions specific to the security. If the evaluation indicates a credit loss exists, an ACL may be recorded, with such allowance limited to the amount by which fair value is below amortized cost. Any impairment unrelated to credit factors is recognized in OCI. At September 30, 2021 and December 31, 2020, there was no ACL related to the AFS debt securities portfolio. Losses on fixed income securities at September 30, 2021 and December 31, 2020 primarily reflected the effect of changes in interest rates.
Goodwill and Other Intangible Assets
Goodwill represents the premium paid for acquired companies above the net fair value of the assets acquired and liabilities assumed, including separately identifiable intangible assets. Management evaluates goodwill annually, or more frequently if necessary, to determine if any impairment exists. At September 30, 2021 and December 31, 2020, the net carrying amount of goodwill was $382 million and $368 million, respectively.
We also have core deposit and customer relationship intangible assets, representing the value of acquired deposit and customer relationships, respectively, which are amortizing intangible assets. Amortizing intangible assets are required to be tested for impairment only when events or circumstances indicate that impairment may exist.
In connection with the acquisition of FinTrust, we recorded goodwill and a customer relationship intangible of $14.2 million and $7.53 million, respectively.
Deposits
Customer deposits are the primary source of funds for the continued growth of our earning assets. Our high level of service, as evidenced by our strong customer satisfaction scores, has been instrumental in attracting and retaining customer deposit accounts. In addition to organic growth, at September 30, 2021, the increase in core transaction deposits was also attributable to PPP-related deposits. The growth in customer deposits has allowed us to reduce our utilization of brokered deposits, which is reflected in the decrease since December 31, 2020. The decline in time deposits is mostly driven by customer preference to allocate funds to more liquid transaction deposits in the current low rate environment. The following table sets forth the deposit composition for the periods indicated.
53
Table 14 - Deposits
(in thousands)
September 30, 2021
December 31, 2020
Noninterest-bearing demand
$
6,492,519
$
5,390,291
NOW and interest-bearing demand
3,699,951
3,346,490
Money market and savings
5,048,992
4,501,189
Time
1,440,160
1,704,290
Total customer deposits
16,681,622
14,942,260
Brokered deposits
183,795
290,098
Total deposits
$
16,865,417
$
15,232,358
Borrowing Activities
At September 30, 2021 and December 31, 2020, we had long-term debt outstanding of $247 million and $327 million, respectively, which includes senior debentures, subordinated debentures, and trust preferred securities. As a result of the additional liquidity provided by PPP loans and core deposit growth, we repaid several of our long-term debt instruments during the first nine months of 2021 including the 2025 subordinated debentures, the Southern Bancorp Capital Trust I trust preferred securities, the 2022 senior debentures, and the 2026 subordinated debentures, which combined reduced our long-term debt outstanding by $80.6 million.
Contractual Obligations
There have not been any material changes to our contractual obligations since December 31, 2020.
Off-Balance Sheet Arrangements
We are 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. We use the same credit underwriting procedures for making commitments, letters of credit and financial guarantees, as we use 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. We are 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 22 to the consolidated financial statements included in our 2020 10-K and Note 15 to the consolidated financial statements in this Report for additional information on off-balance sheet arrangements.
Interest Rate Sensitivity Management
The absolute level and volatility of interest rates can have a significant effect on profitability. The objective of interest rate risk management is to identify and manage the sensitivity of net interest revenue to changing interest rates, consistent with our 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. We limit our exposure to fluctuations in interest rates through policies established by our ALCO and approved by the Board. The ALCO meets
54
periodically and has responsibility for formulating and recommending asset/liability management policies to the Board, formulating and implementing strategies to improve balance sheet positioning and/or earnings, and reviewing interest rate sensitivity.
One of the tools management uses to estimate and manage the sensitivity of net interest revenue to changes in interest rates is an asset/liability simulation model. Resulting estimates are based upon several assumptions for each scenario, including loan and deposit re-pricing characteristics and the rate of prepayments. The 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, 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. Our assumptions include floors such that market rates and discount rates do not go below zero. 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.
Our 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. Our policy limits the projected change in net interest revenue over the first 12 months to an 8% decrease for each 100 basis point change in the increasing and decreasing rate ramp and shock scenarios. The following table presents our interest sensitivity position at the dates indicated.
Table 15 - Interest Sensitivity
Increase (Decrease) in Net Interest Revenue from Base Scenario at
September 30, 2021
December 31, 2020
Change in Rates
Shock
Ramp
Shock
Ramp
100 basis point increase
4.78
%
3.93
%
3.80
%
2.88
%
100 basis point decrease
(4.35)
(3.76)
(1.89)
(1.82)
Interest rate sensitivity is a function of the repricing characteristics of the portfolio of assets and liabilities. These repricing 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, repricing or maturity. Interest rate sensitivity management focuses on the maturity structure of assets and liabilities and their repricing 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.
We have discretion in the extent and timing of deposit repricing depending upon the competitive pressures in the markets in which we operate. 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 repricing for both the asset and the liability remains the same, due to the two instruments repricing 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 we pay a variable rate (or fixed rate, as the case may be) and receive a fixed rate (or variable rate, as the case may be). In addition, investment securities and wholesale funding strategies are used to manage interest rate risk.
Derivative financial instruments that are designated as accounting hedges are classified as either cash flow or fair value hedges. The change in fair value of cash flow hedges is recognized in OCI. 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. We have 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.
Our policy requires all non-customer derivative financial instruments be used only for asset/liability management through the hedging of specific transactions, positions or risks, 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 we may require the counterparties to derivative contracts to pledge cash and/or securities as collateral to cover the net exposure.
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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, our primary goal is to maintain a sufficient level of liquidity in all expected economic environments. To assist in determining the adequacy of our liquidity, we perform a variety of liquidity stress tests. We maintain an unencumbered liquid asset reserve to help ensure our ability to meet our obligations under normal conditions for at least a 12-month period and under severely adverse liquidity conditions for a minimum of 30 days.
An important part of the Bank’s liquidity resides in the asset portion of the balance sheet, which provides liquidity primarily through loan interest and principal repayments and the maturities and sales of securities, as well as the ability to use these assets as collateral for borrowings on a secured basis.
The Bank’s main source of liquidity is customer interest-bearing and noninterest-bearing deposit accounts. Liquidity is also available from wholesale funding sources consisting primarily of Federal funds purchased, FHLB advances, and brokered deposits. These sources of liquidity are generally short-term in nature and are used as necessary to fund asset growth and meet other short-term liquidity needs.
In addition, because the Holding Company is a separate entity and apart from the Bank, it must provide for its own liquidity. The Holding Company is responsible for the payment of dividends declared for its common and preferred 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 sources of its liquidity are subsidiary service fees and dividends from the Bank, which are limited by applicable law and regulations. Effective July 1, 2021, the Bank became a South Carolina state-chartered bank, which permits the Bank to pay a dividend of up to 100% of its current year earnings without requesting approval of the South Carolina Board of Financial Institutions, provided certain conditions are met. Prior to the conversion to a South Carolina state-chartered bank, Georgia law generally limited the payment of dividends by the Bank from retained earnings of up to 50% of its prior year earnings without requesting approval of the Georgia Department of Banking and Finance. Holding Company liquidity is managed to a minimum of 15-months of anticipated cash expenditures after considering all of its liquidity needs over this period.
At September 30, 2021, we had sufficient qualifying collateral to provide borrowing capacity for FHLB advances of $1.29 billion, as well as unpledged investment securities of $4.12 billion that could be used as collateral for additional borrowings. In addition, we have the ability to attract retail deposits by competing more aggressively on pricing.
Significant uses and sources of cash during the nine months ended September 30, 2021 are summarized below. See the consolidated statement of cash flows in this Report for further detail.
•Net cash provided by operating activities of $283 million reflects net income of $218 million adjusted for non-cash transactions, gains on sales of securities and other loans and changes in other assets and liabilities. Significant non-cash transactions for the period included a $36.9 million release of provision for credit losses and deferred income tax expense of $21.3 million.
•Net cash used in investing activities of $1.56 billion primarily consisted of purchases of AFS and HTM debt securities of $2.63 billion, partially offset by proceeds from securities sales, maturities and calls, reflecting our strategic decision to deploy excess liquidity into the securities portfolio.
•Net cash provided by financing activities of $1.48 billion was driven by strong deposit growth as our net increase in deposits totaled $1.63 billion, which was partially offset by our repayment of long-term debt of $80.6 million and dividends on common and preferred stock of $54.5 million.
In the opinion of management, our liquidity position at September 30, 2021 was sufficient to meet our expected cash flow requirements.
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Capital Resources and Dividends
Shareholders’ equity at September 30, 2021 was $2.12 billion, an increase of $115 million from December 31, 2020 primarily due to year-to-date earnings partially offset by dividends declared and unrealized losses on AFS debt securities.
The following table shows capital ratios, as calculated under applicable regulatory guidelines, at September 30, 2021 and December 31, 2020. As of September 30, 2021, capital levels remained characterized as “well-capitalized” under prompt corrective action provisions in effect at the time.
Additional information related to capital ratios, as calculated under regulatory guidelines, as of September 30, 2021 and December 31, 2020, is provided in Note 14 to the consolidated financial statements in this Report.
Table 16 – Capital Ratios
United Community Banks, Inc. (Consolidated)
United Community Bank
Minimum
Well- Capitalized
Minimum Capital Plus Capital Conservation Buffer
September 30, 2021
December 31, 2020
September 30, 2021
December 31, 2020
Risk-based ratios:
CET1 capital
4.5
%
6.5
%
7.0
%
12.63
%
12.31
%
13.62
%
13.31
%
Tier 1 capital
6.0
8.0
8.5
13.38
13.10
13.62
13.31
Total capital
8.0
10.0
10.5
14.93
15.15
14.24
14.28
Leverage ratio
4.0
5.0
N/A
9.15
9.28
9.31
9.42
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 our ability to react to changes in interest rates, and by such reaction, reduce the inflationary effect on performance. We have 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.
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Item 3. Quantitative and Qualitative Disclosure About Market Risk
There have been no material changes in our market risk as of September 30, 2021 from that presented in our 2020 10-K. Our interest rate sensitivity position at September 30, 2021 is set forth in Table 15 in MD&A of this Report and incorporated herein by this reference.
Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)) as of September 30, 2021. Based on that evaluation, our principal executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
(b) Changes in Internal Control Over Financial Reporting. No change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the fiscal quarter ended September 30, 2021 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Part II. OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, the Holding Company and the Bank are parties to various legal proceedings. Additionally, in the ordinary course of business, the Holding Company and the Bank are subject to regulatory examinations and investigations. Based on our current knowledge and advice of counsel, in the opinion of management there is no such pending or threatened legal matter which would result in a material adverse effect upon our consolidated financial condition or results of operations.
Items 1A. Risk Factors
Except with respect to the additional risk factors related to the Aquesta acquisition and the proposed Reliant acquisition, which are set forth in the final prospectuses filed with the SEC pursuant to Rule 424(b)(3) respectively on August 6, 2021 and October 22, 2021 (and incorporated herein by this reference), there have been no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on February 25, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
In connection with the FinTrust acquisition, on July 6, 2021, we issued 132,299 shares of our common stock without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon the exemption from registration set forth in section 4(a)(2) of the Securities Act.
Issuer Purchases of Equity Securities
The following table contains information regarding purchases of our common stock made during the quarter ended September 30, 2021 by or on behalf of United or any “affiliated purchaser,” as defined by Rule 10b-18(a)(3) of the Exchange Act:
(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
Approximate Dollar
Value of Shares that May
Yet Be Purchased Under
the Plans or Programs (1)
July 1, 2021 - July 31, 2021
171,985
$
29.05
171,985
$
39,902
August 1, 2021 - August 31, 2021
170,759
29.30
170,759
34,899
September 1, 2021 - September 30, 2021
—
—
—
—
Total
342,744
$
29.18
342,744
$
34,899
(1) In November of 2020, United’s Board re-authorized its common stock repurchase program to permit the repurchase of up to $50.0 million of its common stock. The program is scheduled to expire on the earlier of the repurchase of our common stock having an aggregate purchase price of $50 million or December 31, 2021. Under the program, shares may be repurchased in open market transactions or in privately negotiated transactions, from time to time, subject to market conditions, including transactions outside the safe harbor provided by Exchange Act Rule 10b-18 (but nevertheless adhering to Rule 10-b-18’s requirements). The approved share repurchase program does not obligate us to repurchase any dollar amount or number of shares.
Interactive data files for United Community Bank, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in Inline XBRL: (i) the Consolidated Balance Sheets (unaudited); (ii) the Consolidated Statements of Income (unaudited); (iii) the Consolidated Statements of Comprehensive Income (unaudited); (iv) the Consolidated Statements in Shareholders’ Equity (unaudited); (v) the Consolidated Statements of Cash Flows (unaudited); and (vi) the Notes to Consolidated Financial Statements (unaudited).
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The cover page from United Community Bank’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (formatted in Inline XBRL and included in Exhibit 101)
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
UNITED COMMUNITY BANKS, INC.
/s/ H. Lynn Harton
H. Lynn Harton
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Jefferson L. Harralson
Jefferson L. Harralson
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Alan H. Kumler
Alan H. Kumler
Senior Vice President and Chief Accounting Officer