10-Q 1 d593591d10q.htm FORM 10-Q Form 10-Q
Table of Contents

FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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

For the quarterly period ended June 30, 2018

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number:    002-86947

United Bankshares, Inc.

(Exact name of registrant as specified in its charter)

 

West Virginia   55-0641179
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

300 United Center

500 Virginia Street, East

 
Charleston, West Virginia   25301
(Address of principal executive offices)   Zip Code

Registrant’s telephone number, including area code: (304) 424-8716

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes      No  ☐

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

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company  
     Emerging growth company  

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class - Common Stock, $2.50 Par Value; 103,821,168 shares outstanding as of July 31, 2018.


Table of Contents

UNITED BANKSHARES, INC. AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

 

         Page  

PART I. FINANCIAL INFORMATION

  

Item 1.

 

Financial Statements

  

Consolidated Balance Sheets (Unaudited) June 30, 2018 and December 31, 2017

     4  

Consolidated Statements of Income (Unaudited) for the Three and Six Months Ended June  30, 2018 and 2017

     5  

Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Six Months Ended June 30, 2018 and 2017

     7  

Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) for the Six Months Ended June 30, 2018

     8  

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June  30, 2018 and 2017

     9  

Notes to Consolidated Financial Statements

     10  

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     59  

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

     81  

Item 4.

 

Controls and Procedures

     84  

PART II. OTHER INFORMATION

  

Item 1.

 

Legal Proceedings

     85  

Item 1A.

 

Risk Factors

     85  

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

     85  

Item 3.

 

Defaults Upon Senior Securities

     86  

Item 4.

 

Mine Safety Disclosures

     86  

Item 5.

 

Other Information

     86  

Item 6.

 

Exhibits

     86  

Signatures

     87  

 

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Table of Contents

PART I - FINANCIAL INFORMATION

 

Item 1.

FINANCIAL STATEMENTS (UNAUDITED)

The June 30, 2018 and December 31, 2017, consolidated balance sheets of United Bankshares, Inc. and Subsidiaries (“United” or the “Company”), consolidated statements of income and comprehensive income for the three and six months ended June 30, 2018 and 2017, the related consolidated statement of changes in shareholders’ equity for the six months ended June 30, 2018, the related condensed consolidated statements of cash flows for the six months ended June 30, 2018 and 2017, and the notes to consolidated financial statements appear on the following pages.

 

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CONSOLIDATED BALANCE SHEETS

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands, except par value)

 

     June 30
2018
    December 31
2017
 
     (Unaudited)     (Note 1)  

Assets

    

Cash and due from banks

   $ 230,965     $ 196,742  

Interest-bearing deposits with other banks

     861,166       1,468,636  

Federal funds sold

     795       789  
  

 

 

   

 

 

 

Total cash and cash equivalents

     1,092,926       1,666,167  

Securities available for sale at estimated fair value (amortized cost-$2,103,362 at June 30, 2018 and $1,900,684 at December 31, 2017)

     2,060,927       1,888,756  

Securities held to maturity (estimated fair value-$19,708 at June 30, 2018 and $20,018 at December 31, 2017)

     20,378       20,428  

Equity securities at estimated fair value

     9,664       0  

Other investment securities

     175,334       162,461  

Loans held for sale (at fair value-$282,439 at June 30, 2018 and $263,308 at December 31, 2017)

     285,194       265,955  

Loans

     13,529,008       13,027,337  

Less: Unearned income

     (12,379     (15,916
  

 

 

   

 

 

 

Loans net of unearned income

     13,516,629       13,011,421  

Less: Allowance for loan losses

     (77,135     (76,627
  

 

 

   

 

 

 

Net loans

     13,439,494       12,934,794  

Bank premises and equipment

     100,260       104,894  

Goodwill

     1,478,014       1,478,380  

Accrued interest receivable

     57,270       52,815  

Other assets

     488,142       484,309  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 19,207,603     $ 19,058,959  
  

 

 

   

 

 

 

Liabilities

    

Deposits:

    

Noninterest-bearing

   $ 4,331,840     $ 4,294,687  

Interest-bearing

     9,498,926       9,535,904  
  

 

 

   

 

 

 

Total deposits

     13,830,766       13,830,591  

Borrowings:

    

Federal funds purchased

     14,000       16,235  

Securities sold under agreements to repurchase

     185,507       311,352  

Federal Home Loan Bank borrowings

     1,560,365       1,271,531  

Other long-term borrowings

     234,276       242,446  

Reserve for lending-related commitments

     927       679  

Accrued expenses and other liabilities

     139,197       145,595  
  

 

 

   

 

 

 

TOTAL LIABILITIES

     15,965,038       15,818,429  

Shareholders’ Equity

    

Preferred stock, $1.00 par value; Authorized-50,000,000 shares, none issued

     0       0  

Common stock, $2.50 par value; Authorized-200,000,000 shares; issued-105,208,914 and 105,069,821 at June 30, 2018 and December 31, 2017, respectively, including 1,005,372 and 29,173 shares in treasury at June 30, 2018 and December 31, 2017, respectively

     263,022       262,675  

Surplus

     2,131,697       2,129,077  

Retained earnings

     954,953       891,816  

Accumulated other comprehensive loss

     (70,001     (42,025

Treasury stock, at cost

     (37,106     (1,013
  

 

 

   

 

 

 

TOTAL SHAREHOLDERS’ EQUITY

     3,242,565       3,240,530  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   $ 19,207,603     $ 19,058,959  
  

 

 

   

 

 

 

See notes to consolidated unaudited financial statements.

 

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CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands, except per share data)

 

     Three Months Ended      Six Months Ended  
     June 30      June 30  
     2018     2017      2018     2017  

Interest income

         

Interest and fees on loans

   $ 159,294     $ 140,899      $ 308,222     $ 249,841  

Interest on federal funds sold and other short-term investments

     3,465       3,785        8,382       6,471  

Interest and dividends on securities:

         

Taxable

     13,810       8,809        25,685       16,820  

Tax-exempt

     1,431       1,454        2,896       2,573  
  

 

 

   

 

 

    

 

 

   

 

 

 

Total interest income

     178,000       154,947        345,185       275,705  

Interest expense

         

Interest on deposits

     19,076       12,586        34,733       21,054  

Interest on short-term borrowings

     464       415        885       719  

Interest on long-term borrowings

     9,338       5,701        16,402       10,067  
  

 

 

   

 

 

    

 

 

   

 

 

 

Total interest expense

     28,878       18,702        52,020       31,840  
  

 

 

   

 

 

    

 

 

   

 

 

 

Net interest income

     149,122       136,245        293,165       243,865  

Provision for loan losses

     6,204       8,251        11,382       14,150  
  

 

 

   

 

 

    

 

 

   

 

 

 

Net interest income after provision for loan losses

     142,918       127,994        281,783       229,715  

Other income

         

Fees from trust services

     3,104       2,863        6,195       5,893  

Fees from brokerage services

     1,953       1,882        4,177       3,738  

Fees from deposit services

     8,420       8,528        16,650       16,234  

Bankcard fees and merchant discounts

     1,479       1,216        2,835       2,100  

Other service charges, commissions, and fees

     599       521        1,108       998  

Income from bank-owned life insurance

     1,271       1,258        2,525       2,475  

Income from mortgage banking activities

     18,692       22,537        33,262       23,212  

Net investment securities (losses) gains

     (55     747        (540     4,687  

Other income

     544       954        987       1,315  
  

 

 

   

 

 

    

 

 

   

 

 

 

Total other income

     36,007       40,506        67,199       60,652  

Other expense

         

Employee compensation

     43,120       56,030        83,956       80,063  

Employee benefits

     9,298       9,760        18,869       16,663  

Net occupancy expense

     9,076       13,913        18,503       20,697  

Other real estate owned (OREO) expense

     556       524        1,502       1,938  

Equipment expense

     3,279       2,471        6,436       4,436  

Data processing expense

     5,817       5,331        11,667       9,374  

Bankcard processing expense

     480       442        946       907  

FDIC insurance expense

     2,842       1,771        4,690       3,522  

Other expense

     18,942       21,895        37,293       37,379  
  

 

 

   

 

 

    

 

 

   

 

 

 

Total other expense

     93,410       112,137        183,862       174,979  
  

 

 

   

 

 

    

 

 

   

 

 

 

Income before income taxes

     85,515       56,363        165,120       115,388  

Income taxes

     19,241       19,304        37,140       39,520  
  

 

 

   

 

 

    

 

 

   

 

 

 

Net income

   $ 66,274     $ 37,059      $ 127,980     $ 75,868  
  

 

 

   

 

 

    

 

 

   

 

 

 

 

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CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - continued

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands, except per share data)

 

     Three Months Ended      Six Months Ended  
     June 30      June 30  
     2018      2017      2018      2017  

Earnings per common share:

           

Basic

   $ 0.63      $ 0.37      $ 1.22      $ 0.84  
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted

   $ 0.63      $ 0.37      $ 1.22      $ 0.84  
  

 

 

    

 

 

    

 

 

    

 

 

 

Dividends per common share

   $ 0.34      $ 0.33      $ 0.68      $ 0.66  
  

 

 

    

 

 

    

 

 

    

 

 

 

Average outstanding shares:

           

Basic

     104,682,910        99,197,807        104,770,681        90,100,627  

Diluted

     104,952,788        99,620,045        105,058,014        90,570,289  

See notes to consolidated unaudited financial statements

 

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands)

 

     Three Months Ended      Six Months Ended  
     June 30      June 30  
     2018     2017      2018     2017  

Net income

   $ 66,274     $ 37,059      $ 127,980     $ 75,868  

Change in net unrealized gain (loss) on available-for-sale (AFS) securities, net of tax

     (6,501     3,101        (23,274     6,479  

Accretion of the net unrealized loss on the transfer of AFS securities to held-to-maturity (HTM) securities, net of tax

     1       1        2       2  

Change in pension plan assets, net of tax

     1,052       695        1,785       1,390  
  

 

 

   

 

 

    

 

 

   

 

 

 

Comprehensive income, net of tax

   $ 60,826     $ 40,856      $ 106,493     $ 83,739  
  

 

 

   

 

 

    

 

 

   

 

 

 

 

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CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands, except per share data)

 

     Six Months Ended June 30, 2018  
                               Accumulated              
     Common Stock                  Other           Total  
            Par            Retained     Comprehensive     Treasury     Shareholders’  
     Shares      Value      Surplus     Earnings     Income (Loss)     Stock     Equity  

Balance at January 1, 2018

     105,069,821      $ 262,675      $ 2,129,077     $ 891,816     ($ 42,025   ($ 1,013   $ 3,240,530  

Cumulative effect of adopting Accounting Standard Update 2016-01

             136       (136       0  

Reclass due to adopting Accounting Standard Update 2018-02

             6,353       (6,353       0  

Comprehensive income:

                

Net income

     0        0        0       127,980       0       0       127,980  

Other comprehensive income, net of tax:

     0        0        0       0       (21,487     0       (21,487
                

 

 

 

Total comprehensive income, net of tax

                   106,493  

Stock based compensation expense

     0        0        1,992       0       0       0       1,992  

Purchase of treasury stock (973,346 shares)

     0        0        0       0       0       (35,984     (35,984

Cash dividends ($0.68 per share)

     0             (71,332     0       0       (71,332

Grant of restricted stock (97,004 shares)

     97,004        243        (243     0       0       0       0  

Forfeiture of restricted stock (2,853 shares)

     0        0        109       0       0       (109     0  

Common stock options exercised (42,089 shares)

     42,089        104        762       0       0       0       866  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2018

     105,208,914      $ 263,022      $ 2,131,697     $ 954,953     ($ 70,001   ($ 37,106   $ 3,242,565  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See notes to consolidated unaudited financial statements.

 

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands)

 

     Six Months Ended  
     June 30  
     2018     2017  

NET CASH PROVIDED BY OPERATING ACTIVITIES

   $ 98,498     $ 35,919  

INVESTING ACTIVITIES

    

Proceeds from maturities and calls of securities held to maturity

     2       12,888  

Proceeds from sales of securities available for sale

     53,179       234,816  

Proceeds from maturities and calls of securities available for sale

     124,894       332,488  

Purchases of securities available for sale

     (391,186     (524,561

Proceeds from sales of equity securities

     1,826       0  

Purchases of equity securities

     (380     0  

Proceeds from sales and redemptions of other investment securities

     15,606       9,272  

Purchases of other investment securities

     (33,279     (43,337

Purchases of bank premises and equipment

     (2,159     (2,798

Proceeds from sales of bank premises and equipment

     2,123       13  

Proceeds from the sales of OREO properties

     4,658       3,835  

Acquisition of subsidiaries, net of cash paid

     0       44,531  

Net change in loans

     (493,787     112,150  
  

 

 

   

 

 

 

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

     (718,503     179,297  
  

 

 

   

 

 

 

FINANCING ACTIVITIES

    

Cash dividends paid

     (71,461     (52,092

Acquisition of treasury stock

     (35,984     (1

Proceeds from exercise of stock options

     851       2,546  

Repayment of long-term Federal Home Loan Bank borrowings

     (625,000     (825,191

Proceeds from issuance of long-term Federal Home Loan Bank borrowings

     1,115,000       845,000  

Repayment of trust preferred issuance

     (9,374     0  

Changes in:

    

Deposits

     812       (174,557

Federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings

     (328,080     (34,444
  

 

 

   

 

 

 

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

     46,764       (238,739
  

 

 

   

 

 

 

Decrease in cash and cash equivalents

     (573,241     (23,523

Cash and cash equivalents at beginning of year

     1,666,167       1,434,527  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 1,092,926     $ 1,411,004  
  

 

 

   

 

 

 

Supplemental information

    

Noncash investing activities:

    

Transfers of loans to OREO

   $ 527     $ 1,951  

See notes to consolidated unaudited financial statements.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated interim financial statements of United Bankshares, Inc. and Subsidiaries (“United” or “the Company”) have been prepared in accordance with accounting principles for interim financial information generally accepted in the United States (GAAP) and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial statements do not contain all of the information and footnotes required by accounting principles generally accepted in the United States. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The financial statements presented as of June 30, 2018 and 2017 and for the three-month and six-month periods then ended have not been audited. The consolidated balance sheet as of December 31, 2017 has been extracted from the audited financial statements included in United’s 2017 Annual Report to Shareholders. The accounting and reporting policies followed in the presentation of these financial statements are consistent with those applied in the preparation of the 2017 Annual Report of United on Form 10-K. To conform to the 2018 presentation, certain reclassifications have been made to prior period amounts, which had no impact on net income, comprehensive income, or stockholders’ equity. In the opinion of management, all adjustments necessary for a fair presentation of financial position and results of operations for the interim periods have been made. Such adjustments are of a normal and recurring nature.

The accompanying consolidated interim financial statements include the accounts of United and its wholly owned subsidiaries. United operates in two business segments: community banking and mortgage banking. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. Information is presented in these notes to the unaudited consolidated interim financial statements with dollars expressed in thousands, except per share or unless otherwise noted.

New Accounting Standards

In June 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2018-07 “Compensation-Stock Compensation (Topic 718):Improvements to Nonemployee Share-Based Payment Accounting.” This update has been issued as part of a simplification initiative which will expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees and expands the scope through the amendments to address and improve aspects of the accounting for non-employee share-based payment transactions. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. ASU No. 2018-07 is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2018; early adoption is permitted. ASU No. 2018-07 is not expected to have a material impact on the Company’s financial condition or results of operations.

In February 2018, the FASB issued ASU No. 2018-03, “Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2018-03 clarifies that entities that use the measurement alternative for equity securities without readily determinable fair values can change its measurement approach to fair value. This election is irrevocable and will apply to all future purchases of identical or similar investments of the same issuer. The amended guidance also clarifies that adjustments made under the measurement alternative should reflect the fair value of the security as of the date that an observable transaction took place rather than the current reporting date. Entities will use the prospective transition approach only for securities they elect to measure using the measurement alternative. ASU No. 2018-03 is effective for interim and annual reporting periods beginning after December 15, 2017; early adoption is permitted. ASU No. 2018-03 did not have a material impact on the Company’s financial condition or results of operations.

 

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In February 2018, the FASB issued ASU No. 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” to help organizations address certain stranded income tax effects in accumulated other comprehensive income (AOCI) resulting from the Tax Cuts and Jobs Act (the “Tax Act”). This ASU provides financial statement preparers with an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act (or portion thereof) is recorded. The amendments are effective for all organizations for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Organizations should apply the proposed amendments either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act is recognized. United adopted ASU No. 2018-02 in the first quarter of 2018 and reclassified $6,353 of stranded income tax effected amounts in AOCI to retained earnings.

In August 2017, the FASB issued ASU No. 2017-12, “Targeting Improvement to Accounting for Hedging Activities.” This ASU amends ASC 815 and its objectives are to improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities and reduce the complexity and simplify the application of hedge accounting by preparers. ASU No. 2017-12 is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. ASU No. 2017-12 is not expected to have a material impact on the Company’s financial condition or results of operations.

In July 2017, the FASB issued ASU No. 2017-11, “Part I, Accounting for Certain Financial Instruments with Down Round Features and Part II, Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling interests with a Scope Exception.” Part I of this ASU simplifies the accounting for financial instruments that include down round features while the amendments in Part II, which do not have an accounting effect, address the difficulty of navigating the guidance in ASC 480, “Distinguishing Liabilities from Equity”, due to the existence of extensive pending content in the Codification. ASU No. 2017-11 is effective for interim and annual reporting periods beginning after December 15, 2018. ASU No. 2017-11 is not expected to have a material impact on the Company’s financial condition or results of operations.

In May 2017, the FASB issued ASU No. 2017-09, “Stock Compensation, Scope of Modification Accounting.” This ASU clarifies when changes to the terms of conditions of a share-based payment award must be accounted for as modifications. Companies will apply the modification accounting guidance if the value, vesting conditions or classification of the award changes. The new guidance should reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications, as the guidance will allow companies to make certain non-substantive changes to awards without accounting for them as modifications. It does not change the accounting for modifications. ASU No. 2017-09 is effective for interim and annual reporting periods beginning after December 15, 2017; early adoption is permitted. ASU No. 2017-09 did not have a material impact on the Company’s financial condition or results of operations.

In March 2017, the FASB issued ASU No. 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” ASU No. 2017-07 amends ASC 715, “Compensation - Retirement Benefits” and will change how employers that sponsor defined benefit pension and/or other postretirement benefit plans present the net periodic benefit cost in the income statement. Employers will present the service cost component of net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. Only the service cost component will be eligible for capitalization in assets. Employers will present the other components of the net periodic benefit cost separately from the line item that includes the service cost and outside of any subtotal of operating income, if one is presented. These components will

 

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not be eligible for capitalization in assets. ASU No. 2017-07 was effective for United on January 1, 2018. The adoption of ASU No. 2017-07 had a slight change in presentation but did not materially impact the Company’s financial condition or results of operations. United used amounts previously disclosed in its Employee Benefits Plan footnote (Note 14) to retrospectively adjust prior period amounts of employee compensation and employee benefits within United’s Consolidated Statements of Income.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350).” ASU No. 2017-04 eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. ASU No. 2017-04 is effective for United on January 1, 2020, with early adoption permitted, and management is currently evaluating the possible impact this standard may have on the Company’s financial condition or results of operations.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” ASU No. 2017-01 changes the definition of a business to assist entities with evaluation when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in ASC 606. ASU No. 2017-01 was effective for United on January 1, 2018 and did not have a material impact on the Company’s financial condition or results of operations.

In August 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” ASU No. 2016-15 amends ASC Topic 230 to add and clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows as a result of diversity in practice and in certain circumstances, financial statement restatements. Entities should apply ASU No. 2016-15 using a retrospective transition method to each period presented. ASU No. 2016-15 was effective for United on January 1, 2018 and did not have a material impact on the Company’s financial condition or results of operations.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses.” ASU No. 2016-13 changes the impairment model for most financial assets and certain other instruments that aren’t measured at fair value through net income. The standard will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost and require entities to record allowances for available-for-sale debt securities rather than reduce the carrying amount under the current other-than-temporary impairment (OTTI) model. ASU No. 2016-13 also simplifies the accounting model for purchased credit-impaired debt securities and loans. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. ASU No. 2016-13 is effective for United on January 1, 2020, with early adoption permitted, and management is currently evaluating the possible impact this standard may have on the Company’s financial condition or results of operations.

In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” ASU No. 2016-09 will change certain aspects of accounting for share-based payments to employees. The new guidance will, amongst other things, require all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. The requirement to report those income tax effects in earnings was applied to settlements occurring on or after January 1, 2017 and the impact of applying that guidance reduced reporting income tax expense by $1,048 for the year of 2017. ASU No. 2016-09 also allows an employer to repurchase more of an employee’s shares than it could previously for tax withholding purposes without triggering liability accounting and make a policy election to account for forfeitures as they occur. The Company will continue to estimate the number of awards expected to be forfeited and adjust the estimate when it is no longer probable that the employee will fulfill the service condition, as was previously required. ASU No. 2016-09 also requires that all income tax-related cash flows resulting from share-based payments be reported as operating activities

 

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in the statement of cash flows. Previously, income tax benefits at settlement of an award were reported as a reduction to operating cash flows and an increase to financing cash flows to the extent that those benefits exceeded the income tax benefits reported in earnings during the award’s vesting period. The adoption of ASU No. 2016-09 did not have a material impact on the Company’s financial condition or results of operations.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. ASU No. 2016-02 includes a lessee accounting model that recognizes two types of leases, finance leases and operating leases, while lessor accounting will remain largely unchanged from the current GAAP. ASU No. 2016-02 requires, amongst other things, that a lessee recognize on the balance sheet a right-of-use asset and a lease liability for leases, which has not yet been quantified, with terms of more than twelve months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or operating lease. ASU No. 2016-02 is effective for United on January 1, 2019. The Company is currently assessing the impact of the adoption of ASU No. 2016-02 on the Company’s results of operations, financial position and cash flows. The Company has evaluated and plans to elect the practical expedients, which would allow for existing leases to be accounted for consistent with current guidance, with the exception of the balance sheet recognition for lessees. The election of these practical expedients will simplify the accounting for leases and the implementation of ASU No. 2016-02. As a lessee, United had $69,844 in total future minimum lease payments for operating leases as of December 31, 2017. However, the population of contracts requiring balance sheet recognition and their initial measurement continues to be under evaluation. To assist in determining this information as well as the additional requirements of the new standard, the Company has evaluated and selected a third-party lease accounting software solution as part of its implementation strategy. The Company is also documenting the new lease accounting process and has drafted internal controls over financial reporting as part of the implementation process.

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 makes changes to the classification and measurement of investments in equity securities, the presentation of certain fair value changes for financial liabilities measured at fair value under the fair value option and disclosure of fair value of instruments. In addition, ASU No. 2016-01 clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. ASU No. 2016-01 was adopted by United on January 1, 2018 and did not have a significant impact on the Company’s financial condition or results of operations.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU No. 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition”, and most industry-specific guidance throughout the ASC. The amendments require an entity to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The new revenue recognition standard sets forth a five-step principle-based approach for determining revenue recognition. For United, revenue is comprised of net interest income and noninterest income. As the standard does not apply to revenue associated with financial instruments, net interest income, gains and losses from securities, income from bank-owned life insurance (BOLI) and income from mortgage banking activities are not impacted by the standard. Based on a review and evaluation of a number of revenue contracts, United’s management determined that ASU No. 2014-09 impacts certain recurring revenue streams related to noninterest income such as fees from trust and brokerage services. However, based on an assessment of these revenue streams under the standard, management concluded that ASU No. 2014-09 does not have a material impact on the Company’s financial condition or results of operations. In addition, in the Company’s evaluation of the nature of its contracts with customers, United has determined that further disaggregation of revenue from contracts with customers into more granular categories beyond those presented in the Consolidated Statements of Income was not necessary. ASU No. 2014-09 was adopted by United on January 1, 2018 using the modified-retrospective transition method. No cumulative effect adjustment was made to the opening balance of retained earnings because the amount was considered immaterial. The impact of ASU No. 2014-09 for the first six months of 2018 was also immaterial to United’s consolidated financial position, results of operations, shareholders’ equity, cash flows and disclosures.

 

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Descriptions of our revenue-generating activities that are within the scope of ASC Topic 606, which are presented in our Consolidated Statements of Income as components of Other Income are discussed below. There are no significant judgements relating to the amount and timing of revenue recognition for those revenue streams under the scope of ASC Topic 606.

Fees from Trust Services

Revenue from trust services primarily is comprised of fees earned from the management and administration of trusts and other customer assets. Trust services include custody of assets, investment management, escrow services, and similar fiduciary activities. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to customers’ accounts.

Fees from Brokerage Services

Revenue from brokerage services are recorded as the income is earned at the time the related service is performed. In return for such services, the Company charges a commission for the sales of various securities products primarily consisting of investment company shares, annuity products, and corporate debt and equity securities, for its selling and administrative efforts. For account supervision, advisory and administrative services, revenue is recognized over a period of time as earned based on customer account balances and activity.

Fees from Deposit Services

Service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, check orders, ATM activity fees, debit card fees, and other deposit account related fees. Revenue is recognized when our performance obligation is completed which is generally monthly for account maintenance services or when a transaction has been completed (ATM or debit card activity).

Bankcard Fees and Merchant Discounts

Bankcard fees and merchant discounts are primarily comprised of credit card income and merchant services income. Credit card income is primarily comprised of interchange fees earned whenever the Company’s credit cards are processed through card payment networks such as Visa. Merchant services income mainly represents fees charged to merchants to process their credit card transactions. The Company’s performance obligation for bankcard fees and exchange are largely satisfied, and related revenue recognized at the time services are rendered. Payment is typically received immediately or in the following month.

2. MERGERS AND ACQUISITIONS

Cardinal Financial Corporation

On April 21, 2017 (Cardinal Acquisition Date), United acquired 100% of the outstanding common stock of Cardinal Financial Corporation (Cardinal), headquartered in Tysons Corner, Virginia. The acquisition of Cardinal expands United’s existing footprint in the Washington, D.C. Metropolitan Statistical Area. At consummation, Cardinal had assets of $4,136,008, loans of $3,313,033 and deposits of $3,344,740. Cardinal also operated George Mason Mortgage, LLC (George Mason), a residential mortgage lending company based in Fairfax, Virginia with offices located in Virginia, Maryland, North Carolina, South Carolina and the District of Columbia. As a result of the merger, George Mason became an indirectly-owned subsidiary of United.

 

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The merger was accounted for under the acquisition method of accounting. The results of operations of Cardinal are included in the consolidated results of operations from the Cardinal Acquisition Date.

The aggregate purchase price was approximately $975,254, including common stock valued at $972,499, stock options assumed valued at $2,741, and cash paid for fractional shares of $14. The number of shares issued in the transaction was 23,690,589, which were valued based on the closing market price of $41.05 for United’s common shares on April 21, 2017. The purchase price has been allocated to the identifiable tangible and intangible assets resulting in additions to goodwill, core deposit intangibles and the George Mason trade name intangible of $612,920, $28,724 and $1,080, respectively. The core deposit intangibles are being amortized over ten years. The George Mason trade name provides a source of market recognition to attract potential clients and retain existing relationships. United believes the George Mason trade name provides a competitive advantage and is likely going to be used into perpetuity and thus will not be subject to amortization, but rather be evaluated for impairment.

Because the consideration paid was greater than the net fair value of the acquired assets and liabilities, the Company recorded goodwill as part of the acquisition. None of the goodwill from the Cardinal acquisition is deductible for tax purposes. United used an independent third party to help determine the fair values of the assets and liabilities acquired from Cardinal. As a result of the merger, United recorded fair value discounts of $144,434 on the loans acquired, $2,281 on leases and $8,738 on trust preferred issuances, respectively, and premiums of $4,408 on land acquired, $5,072 on interest-bearing deposits and $10,740 on long-term FHLB advances, respectively. The remaining discount and premium amounts are being accreted or amortized on an accelerated or straight-line basis over each asset’s or liability’s estimated remaining life at the time of acquisition except for loans and land. The discount on loans will be accreted into income based on the effective yield method. The premium on land will not be amortized. At June 30, 2018, the discounts on leases and trust preferred issuances had an average estimated remaining life of 5.25 years and 16.22 years, respectively, and the premiums on the interest-bearing deposits and the FHLB advances each had an average estimated remaining life of 4.25 years and 4.06 years, respectively. United assumed approximately $1,825 of liabilities to provide severance benefits to terminated employees of Cardinal, which has no remaining balance as of June 30, 2018. The estimated fair values of the acquired assets and assumed liabilities, including identifiable intangible assets and goodwill are considered final as of June 30, 2018.

In many cases, determining the estimated fair value of the acquired assets and assumed liabilities required United to estimate cash flows expected to result from those assets and liabilities and to discount those cash flows at appropriate rates of interest. The most significant of those determinations related to the fair value of acquired loans. The fair value of the acquired loans was based on the present value of the expected cash flows. Periodic principal and interest cash flows were adjusted for expected losses and prepayments, then discounted to determine the present value and summed to arrive at the estimated fair value. For such loans, the excess of cash flows expected at acquisition over the estimated fair value is recognized as interest income over the remaining lives of the loans. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition reflects the impact of estimated credit losses and other factors, such as prepayments. In accordance with GAAP, there was no carry-over of Cardinal’s previously established allowance for loan losses.

The acquired loans were divided into loans with evidence of credit quality deterioration, which are accounted for under ASC Topic 310-30 (acquired impaired) and loans that do not meet this criteria, which are accounted for under ASC Topic 310-20 (acquired performing). Acquired impaired loans have experienced a deterioration of credit quality from origination to acquisition for which it is probable that United will be unable to collect all contractually required payments receivable, including both principal and interest. Subsequent decreases in the expected cash flows require United to evaluate the need for additions to the Company’s allowance for credit losses. Subsequent improvements in expected cash flows generally result in the recognition of additional interest income over the then remaining lives of the loans.

 

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In conjunction with the Cardinal merger, the acquired loan portfolio was accounted for at fair value as follows:

 

     April 21, 2017  

Contractually required principal and interest at acquisition

   $ 4,211,734  

Contractual cash flows not expected to be collected

     (56,176
  

 

 

 

Expected cash flows at acquisition

     4,155,558  

Interest component of expected cash flows

     (986,959
  

 

 

 

Basis in acquired loans at acquisition – estimated fair value

   $ 3,168,599  
  

 

 

 

Included in the above table is information related to acquired impaired loans. Specifically, contractually required principal and interest, cash flows expected to be collected and estimated fair value of acquired impaired loans were $132,837, $108,275, and $86,696, respectively.

The consideration paid for Cardinal’s common equity and the amounts of acquired identifiable assets and liabilities assumed as of the Cardinal Acquisition Date were as follows:

 

Purchase price:

  

Value of common shares issued (23,690,589 shares)

   $ 972,499  

Fair value of stock options assumed

     2,741  

Cash for fractional shares

     14  
  

 

 

 

Total purchase price

     975,254  
  

 

 

 

Identifiable assets:

  

Cash and cash equivalents

     44,545  

Investment securities

     395,829  

Loans held for sale

     271,301  

Loans

     3,168,599  

Premises and equipment

     24,774  

Core deposit intangibles

     28,724  

George Mason trade name intangible

     1,080  

Other assets

     135,383  
  

 

 

 

Total identifiable assets

   $ 4,070,235  

Identifiable liabilities:

  

Deposits

   $ 3,349,812  

Short-term borrowings

     96,215  

Long-term borrowings

     220,119  

Unfavorable lease liability

     2,281  

Other liabilities

     39,474  
  

 

 

 

Total identifiable liabilities

     3,707,901  
  

 

 

 

Fair value of net assets acquired including identifiable intangible assets

     362,334  
  

 

 

 

Resulting goodwill

   $ 612,920  
  

 

 

 

The operating results of United for the six months ended June 30, 2018 include operating results of acquired assets and assumed liabilities subsequent to the Cardinal Acquisition Date. The operations of United’s metropolitan Washington D.C. geographic area, which primarily includes the acquired operations of Cardinal, provided $431,463 in total revenues, which represents net interest income plus other income, and $212,834 in net income from the period from the Cardinal Acquisition Date to June 30, 2018. These amounts are included in United’s consolidated financial statements as of and for the six months ended June 30, 2018. Cardinal’s results of operations prior to the Cardinal Acquisition Date are not included in United’s consolidated financial statements.

 

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3. INVESTMENT SECURITIES

Securities Available for Sale

Securities held for indefinite periods of time are classified as available for sale and carried at estimated fair value. The amortized cost and estimated fair values of securities available for sale are summarized as follows.

 

     June 30, 2018  
            Gross      Gross      Estimated      Cumulative  
     Amortized      Unrealized      Unrealized      Fair      OTTI in  
     Cost      Gains      Losses      Value      AOCI (1)  

U.S. Treasury securities and obligations of U.S. Government corporations and agencies

   $ 144,867      $ 8      $ 1,060      $ 143,815      $ 0  

State and political subdivisions

     276,516        897        5,233        272,180        0  

Residential mortgage-backed securities

              

Agency

     913,926        766        24,562        890,130        0  

Non-agency

     4,306        487        0        4,793        86  

Commercial mortgage-backed securities

              

Agency

     513,212        127        11,936        501,403        0  

Asset-backed securities

     166,355        342        566        166,131        0  

Trust preferred collateralized debt obligations

     6,177        91        450        5,818        2,586  

Single issue trust preferred securities

     8,742        234        738        8,238        0  

Other corporate securities

     69,261        174        1,016        68,419        0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 2,103,362      $ 3,126      $ 45,561      $ 2,060,927      $ 2,672  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     December 31, 2017  
            Gross      Gross      Estimated      Cumulative  
     Amortized      Unrealized      Unrealized      Fair      OTTI in  
     Cost      Gains      Losses      Value      AOCI (1)  

U.S. Treasury securities and obligations of U.S. Government corporations and agencies

   $ 114,735      $ 385      $ 362      $ 114,758      $ 0  

State and political subdivisions

     303,101        3,197        2,429        303,869        0  

Residential mortgage-backed securities

              

Agency

     821,857        2,096        9,360        814,593        0  

Non-agency

     4,969        543        0        5,512        86  

Commercial mortgage-backed securities

              

Agency

     457,107        1,059        3,309        454,857        0  

Asset-backed securities

     109,829        148        7        109,970        0  

Trust preferred collateralized debt obligations

     37,856        542        4,129        34,269        20,770  

Single issue trust preferred securities

     13,417        368        1,225        12,560        0  

Other corporate securities

     28,101        407        18        28,490        0  

Marketable equity securities

     9,712        179        13        9,878        0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 1,900,684      $ 8,924      $ 20,852      $ 1,888,756      $ 20,856  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Non-credit related other-than-temporary impairment in accumulated other comprehensive income. Amounts are before-tax.

 

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The following is a summary of securities available-for-sale which were in an unrealized loss position at June 30, 2018 and December 31, 2017.

 

     Less than 12 months      12 months or longer  
     Fair      Unrealized      Fair      Unrealized  
     Value      Losses      Value      Losses  
June 30, 2018            

U.S. Treasury securities and obligations of U.S. Government corporations and agencies

   $ 116,482      $ 964      $ 22,771      $ 97  

State and political subdivisions

     137,435        1,710        57,150        3,524  

Residential mortgage-backed securities

           

Agency

     664,630        16,051        190,576        8,511  

Non-agency

     0        0        0        0  

Commercial mortgage-backed securities

           

Agency

     415,526        10,289        69,225        1,647  

Asset-backed securities

     75,437        566        0        0  

Trust preferred collateralized debt obligations

     0        0        2,050        450  

Single issue trust preferred securities

     0        0        4,980        737  

Other corporate securities

     51,304        1,015        0        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 1,460,814      $ 30,595      $ 346,752      $ 14,966  
  

 

 

    

 

 

    

 

 

    

 

 

 
     Less than 12 months      12 months or longer  
     Fair      Unrealized      Fair      Unrealized  
     Value      Losses      Value      Losses  

December 31, 2017

           

U.S. Treasury securities and obligations of U.S. Government corporations and agencies

   $ 36,678      $ 230      $ 22,920      $ 132  

State and political subdivisions

     82,896        566        59,432        1,863  

Residential mortgage-backed securities

           

Agency

     460,414        4,621        182,482        4,739  

Non-agency

     0        0        0        0  

Commercial mortgage-backed securities

           

Agency

     282,858        2,386        70,763        923  

Asset-backed securities

     27,931        7        0        0  

Trust preferred collateralized debt obligations

     0        0        28,629        4,129  

Single issue trust preferred securities

     0        0        4,485        1,225  

Other corporate securities

     6,975        18        0        0  

Marketable equity securities

     0        0        363        13  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 897,752      $ 7,828      $ 369,074      $ 13,024  
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table shows the proceeds from maturities, sales and calls of available for sale securities and the gross realized gains and losses on sales and calls of those securities that have been included in earnings as a result of those sales and calls. Gains or losses on sales and calls of available for sale securities were recognized by the specific identification method. The realized losses relate to sales of securities within a rabbi trust for the payment of benefits under a deferred compensation plan for certain key officers of United and its subsidiaries.

 

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     Three Months Ended
June  30
     Six Months Ended
June  30
 
     2018      2017      2018      2017  

Proceeds from sales and calls

   $ 75,157      $ 468,506      $ 174,860      $ 567,304  

Gross realized gains

     58        845        1,221        1,059  

Gross realized losses

     85        82        1,397        82  

At June 30, 2018, gross unrealized losses on available for sale securities were $45,561 on 668 securities of a total portfolio of 858 available for sale securities. Securities in an unrealized loss position at June 30, 2018 consisted primarily of state and political subdivision securities, and agency commercial and residential mortgage-backed securities. The state and political subdivisions securities relate to securities issued by various municipalities. The agency commercial and residential mortgage-backed securities relate to commercial and residential properties and provide a guaranty of full and timely payments of principal and interest by the issuing agency.

In determining whether or not a security is other-than-temporarily impaired (OTTI), management considered the severity and the duration of the loss in conjunction with United’s positive intent and the more likely than not ability to hold these securities to recovery of their cost basis or maturity.

State and political subdivisions

United’s state and political subdivisions portfolio relates to securities issued by various municipalities located throughout the United States. The total amortized cost of available for sale state and political subdivision securities was $276,516 at June 30, 2018. As of June 30, 2018, approximately 75% of the portfolio was supported by the general obligation of the issuing municipality, which allows for the securities to be repaid by any means available to the municipality. The majority of the portfolio was rated AA or higher, and less than one percent of the portfolio was rated below investment grade as of June 30, 2018. In addition to monitoring the credit ratings of these securities, management also evaluates the financial performance of the underlying issuers on an ongoing basis. Based upon management’s analysis and judgment, it was determined that none of the state and political subdivision securities were other-than-temporarily impaired at June 30, 2018.

Agency mortgage-backed securities

United’s agency mortgage-backed securities portfolio relates to securities issued by Fannie Mae, Freddie Mac, and Ginnie Mae. The total amortized cost of available for sale agency mortgage-backed securities was $1,427,138 at June 30, 2018. Of the $1,427,138 amount, $513,212 was related to agency commercial mortgage-backed securities and $913,926 was related to agency residential mortgage-backed securities. Each of the agency mortgage-backed securities provides a guarantee of full and timely payments of principal and interest by the issuing agency. Based upon management’s analysis and judgment, it was determined that none of the agency mortgage-backed securities were other-than-temporarily impaired at June 30, 2018.

Non-agency residential mortgage-backed securities

United’s non-agency residential mortgage-backed securities portfolio relates to securities of various private label issuers. The total amortized cost of available for sale non-agency residential mortgage-backed securities was $4,306 at June 30, 2018. Of the $4,306 amount, $250 was rated above investment grade and $4,056 was rated below investment grade. The entire portfolio of the non-agency residential mortgage-backed securities are either the senior or super-senior tranches of their respective structure. Based upon management’s analysis and judgment, it was determined that none of the non-agency mortgage-backed securities were other-than-temporarily impaired at June 30, 2018.

 

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Single issue trust preferred securities

The majority of United’s single issue trust preferred portfolio consists of obligations from large cap banks (i.e. banks with market capitalization in excess of $10 billion). Management reviews each issuer’s current and projected earnings trends, asset quality, capitalization levels, and other key factors. Upon completing the review for the second quarter of 2018, it was determined that none of the single issue trust preferred securities were other-than-temporarily impaired. All single issue trust preferred securities are currently receiving interest payments. The amortized cost of available for sale single issue trust preferred securities as of June 30, 2018 consisted of $3,024 in investment grade bonds and $5,718 in unrated bonds. The investment grade bonds were rated BBB-. All of the unrated bonds were in an unrealized loss position for twelve months or longer as of June 30, 2018.

Trust preferred collateralized debt obligations (Trup Cdos)

The total amortized cost balance of United’s Trup Cdo portfolio was $6,177 as of June 30, 2018. For any securities in an unrealized loss position, the Company first assesses its intentions regarding any sale of securities as well as the likelihood that it would be required to sell prior to recovery of the amortized cost. As of June 30, 2018, the Company has determined that it does not intend to sell any Trup Cdo and that it is not more likely than not that the Company will be required to sell such securities before recovery of their amortized cost.

To determine a net realizable value and assess whether other-than-temporary impairment existed, management performed detailed cash flow analysis to determine whether, in management’s judgment, it was more likely that United would not recover the entire amortized cost basis of the security. Except for the debt securities that have already been deemed to be other-than-temporarily impaired, management does not believe any other individual security with an unrealized loss as of June 30, 2018 is other-than-temporarily impaired.

Corporate securities

As of June 30, 2018, United’s Corporate securities portfolio had a total amortized cost balance of $69,261. The majority of the portfolio consisted of debt issuances of corporations representing a variety of industries, including financial institutions. Of the $69,261, 70% was investment grade rated and 30% was unrated. For corporate securities, management has evaluated the near-term prospects of the investment in relation to the severity and duration of any impairment and based on that evaluation, management determined that no corporate securities were other-than-temporarily impaired at June 30, 2018.

Below is a progression of the credit losses on securities which United has recorded other-than-temporary charges. These charges were recorded through earnings and other comprehensive income.

 

     Three Months Ended
June  30
     Six Months Ended
June  30
 
     2018      2017      2018      2017  

Balance of cumulative credit losses at beginning of period

   $ 3,199      $ 22,162      $ 18,060      $ 22,162  

Reductions for securities sold or paid off during the period

     0        0        (14,861      0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of cumulative credit losses at end of period

   $ 3,199      $ 22,162      $ 3,199      $ 22,162  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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The amortized cost and estimated fair value of securities available for sale at June 30, 2018 and December 31, 2017 by contractual maturity are shown as follows. Expected maturities may differ from contractual maturities because the issuers may have the right to call or prepay obligations without penalties.

 

     June 30, 2018      December 31, 2017  
            Estimated             Estimated  
     Amortized      Fair      Amortized      Fair  
     Cost      Value      Cost      Value  

Due in one year or less

   $ 68,381      $ 68,272      $ 50,311      $ 50,212  

Due after one year through five years

     510,595        503,142        386,039        384,585  

Due after five years through ten years

     447,739        435,727        400,129        398,208  

Due after ten years

     1,076,647        1,053,786        1,054,493        1,045,873  

Marketable equity securities

     0        0        9,712        9,878  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 2,103,362      $ 2,060,927      $ 1,900,684      $ 1,888,756  
  

 

 

    

 

 

    

 

 

    

 

 

 

Securities Held to Maturity

The amortized cost and estimated fair values of securities held to maturity are summarized as follows:

 

     June 30, 2018  
            Gross      Gross      Estimated  
     Amortized      Unrealized      Unrealized      Fair  
     Cost      Gains      Losses      Value  

U.S. Treasury securities and obligations of U.S. Government corporations and agencies

   $ 5,132      $ 181      $ 0      $ 5,313  

State and political subdivisions

     5,798        9        0        5,807  

Residential mortgage-backed securities

           

Agency

     21        3        0        24  

Single issue trust preferred securities

     9,407        0        863        8,544  

Other corporate securities

     20        0        0        20  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 20,378      $ 193      $ 863      $ 19,708  
  

 

 

    

 

 

    

 

 

    

 

 

 
     December 31, 2017  
            Gross      Gross      Estimated  
     Amortized      Unrealized      Unrealized      Fair  
     Cost      Gains      Losses      Value  

U.S. Treasury securities and obligations of U.S. Government corporations and agencies

   $ 5,187      $ 308      $ 0      $ 5,495  

State and political subdivisions

     5,797        10        0        5,807  

Residential mortgage-backed securities

           

Agency

     23        3        0        26  

Single issue trust preferred securities

     9,401        0        731        8,670  

Other corporate securities

     20        0        0        20  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 20,428      $ 321      $ 731      $ 20,018  
  

 

 

    

 

 

    

 

 

    

 

 

 

Even though the market value of the held-to-maturity investment portfolio is less than its cost, the unrealized loss has no impact on the net worth or regulatory capital requirements of United. As of June 30, 2018, the Company’s largest held-to-maturity single-issue trust preferred exposure was to SunTrust Bank ($7,430). The two held-to-maturity single-issue trust preferred exposures with at least one rating below investment grade included SunTrust Bank ($7,430) and Royal Bank of Scotland ($976).

 

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There were no gross realized gains or losses on calls and sales of held to maturity securities included in earnings for the second quarter and first six months of 2018 and 2017.

The amortized cost and estimated fair value of debt securities held to maturity at June 30, 2018 and December 31, 2017 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because the issuers may have the right to call or prepay obligations without penalties.

 

     June 30, 2018      December 31, 2017  
            Estimated             Estimated  
     Amortized      Fair      Amortized      Fair  
     Cost      Value      Cost      Value  

Due in one year or less

   $ 2,000      $ 2,000      $ 0      $ 0  

Due after one year through five years

     7,290        7,478        9,344        9,660  

Due after five years through ten years

     8,092        7,610        5,663        5,343  

Due after ten years

     2,996        2,620        5,421        5,015  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 20,378      $ 19,708      $ 20,428      $ 20,018  
  

 

 

    

 

 

    

 

 

    

 

 

 

Equity securities at fair value

Equity securities consist mainly of equity securities of financial institutions and mutual funds within a rabbi trust for the payment of benefits under a deferred compensation plan for certain key officers of United and its subsidiaries. The fair value of United’s equity securities was $9,664 at June 30, 2018. Prior to the adoption of ASU No. 2016-01 on January 1, 2018, equity securities were included in available for sale securities.

 

     Three Months
Ended

June  30, 2018
     Six Months
Ended

June  30, 2018
 

Net gains (losses) recognized during the period

   $ (28    $ (64

Net gains (losses) recognized during the period on equity securities sold

     (4      (2

Unrealized gains recognized during the period on equity securities still held at period end

     11        50  

Unrealized losses recognized during the period on equity securities still held at period end

     35        112  

Other investment securities

During the second quarter of 2018, United evaluated all of its cost method investments to determine if certain events or changes in circumstances during the second quarter of 2018 had a significant adverse effect on the fair value of any of its cost method securities. United determined that there was no individual security that experienced an adverse event during the second quarter. There were no other events or changes in circumstances during the second quarter which would have an adverse effect on the fair value of its cost method securities.

The carrying value of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes as required or permitted by law, approximated $1,735,336 and $1,403,565 at June 30, 2018 and December 31, 2017, respectively.

 

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4. LOANS

Major classes of loans are as follows:

 

     June 30,
2018
     December 31,
2017
 

Commercial, financial and agricultural:

     

Owner-occupied commercial real estate

   $ 1,366,814      $ 1,361,629  

Nonowner-occupied commercial real estate

     4,435,910        4,451,298  

Other commercial loans

     2,209,191        1,998,979  
  

 

 

    

 

 

 

Total commercial, financial & agricultural

     8,011,915        7,811,906  

Residential real estate

     3,300,472        2,996,171  

Construction & land development

     1,396,853        1,504,907  

Consumer:

     

Bankcard

     9,717        10,314  

Other consumer

     810,051        704,039  
  

 

 

    

 

 

 

Total gross loans

   $ 13,529,008      $ 13,027,337  
  

 

 

    

 

 

 

The table above does not include loans held for sale of $285,194 and $265,955 at June 30, 2018 and December 31, 2017, respectively. Loans held for sale consist of single-family residential real estate loans originated for sale in the secondary market.

The outstanding balances in the table above include previously acquired impaired loans with a recorded investment of $168,497 or 1.25% of total gross loans at June 30, 2018 and $210,521 or 1.62% of total gross loans at December 31, 2017. The contractual principal in these acquired impaired loans was $221,983 and $285,964 at June 30, 2018 and December 31, 2017, respectively. The balances above do not include future accretable net interest (i.e. the difference between the undiscounted expected cash flows and the recorded investment in the loan) on the acquired impaired loans.

Activity for the accretable yield for the first six months of 2018 follows:

 

Accretable yield at the beginning of the period

   $ 39,098  

Accretion (including cash recoveries)

     (8,371

Additions

     0  

Net reclassifications to accretable from non-accretable

     9,803  

Disposals (including maturities, foreclosures, and charge-offs)

     (3,323
  

 

 

 

Accretable yield at the end of the period

   $ 37,207  
  

 

 

 

United’s subsidiary bank has made loans to the directors and officers of United and its subsidiaries, and to their affiliates. The aggregate dollar amount of these loans was $32,506 and $36,360 at June 30, 2018 and December 31, 2017, respectively.

5. CREDIT QUALITY

Management monitors the credit quality of its loans on an ongoing basis. Measurement of delinquency and past due status are based on the contractual terms of each loan.

For all loan classes, past due loans are reviewed on a monthly basis to identify loans for nonaccrual status. Generally, when collection in full of the principal and interest is jeopardized, the loan is placed on nonaccrual status. The accrual of interest income on commercial and most consumer loans generally is discontinued when a loan becomes 90 to 120 days past due as to principal or interest. However, regardless of delinquency status, if a loan is fully secured and in the process of collection and resolution of collection is expected in the near term (generally less than 90 days), then the loan will not be placed on nonaccrual status. When interest accruals are discontinued, unpaid interest recognized in

 

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income in the current year is reversed, and unpaid interest accrued in prior years is charged to the allowance for loan losses. United’s method of income recognition for loans that are classified as nonaccrual is to recognize interest income on a cash basis or apply the cash receipt to principal when the ultimate collectibility of principal is in doubt. Nonaccrual loans will not normally be returned to accrual status unless all past due principal and interest has been paid and the borrower has evidenced their ability to meet the contractual provisions of the note.

A loan is categorized as a troubled debt restructuring (TDR) if a concession is granted and there is deterioration in the financial condition of the borrower. TDRs can take the form of a reduction of the stated interest rate, splitting a loan into separate loans with market terms on one loan and concessionary terms on the other loan, receipts of assets from a debtor in partial or full satisfaction of a loan, the extension of the maturity date or dates at a stated interest rate lower than the current market rate for new debt with similar risk, the reduction of the face amount or maturity amount of the debt as stated in the instrument or other agreement, the reduction of accrued interest or any other concessionary type of renegotiated debt. As of June 30, 2018, United had TDRs of $60,384 as compared to $50,129 as of December 31, 2017. Of the $60,384 aggregate balance of TDRs at June 30, 2018, $46,652 was on nonaccrual, $84 were 90 days or more past due and $1,148 were 30 to 89 days past due. Of the $50,129 aggregate balance of TDRs at December 31, 2017, $30,868 was on nonaccrual, $95 were 90 days or more past due and $1,254 were 30 to 89 days past due. All these amounts are included in the appropriate categories in the “Age Analysis of Past Due Loans” table on a subsequent page. As of June 30, 2018, there were no commitments to lend additional funds to debtors owing receivables whose terms have been modified in TDRs. At June 30, 2018, United had restructured loans in the amount of $1,715 that were modified by a reduction in the interest rate, $1,859 that were modified by a combination of a reduction in the interest rate and the principal and $56,810 that were modified by a change in terms.

A loan acquired and accounted for under ASC Topic 310-30 “Loans and Debt Securities Acquired with Deteriorated Credit Quality” is reported as an accruing loan and a performing asset unless it does not perform in accordance with its restructured contractual provisions.

The following table sets forth United’s troubled debt restructurings that have been restructured during the three months ended June 30, 2018 and 2017, segregated by class of loans:

 

     Troubled Debt Restructurings  
     For the Three Months Ended  
     June 30, 2018      June 30, 2017  
     Number of
Contracts
     Pre-
Modification
Outstanding
Recorded
Investment
     Post-
Modification
Outstanding
Recorded
Investment
     Number of
Contracts
     Pre-
Modification
Outstanding
Recorded
Investment
     Post-
Modification
Outstanding
Recorded
Investment
 

Commercial real estate:

                 

Owner-occupied

     0      $ 0      $ 0        1      $ 5,333      $ 5,333  

Nonowner-occupied

     0        0        0        0        0        0  

Other commercial

     4        9,571        9,571        4        21,355        21,355  

Residential real estate

     2        6,953        6,953        0        0        0  

Construction & land development

     0        0        0        0        0        0  

Consumer:

                 

Bankcard

     0        0        0        0        0        0  

Other consumer

     0        0        0        0        0        0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     6      $ 16,524      $ 16,524        5      $ 26,688      $ 26,688  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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The following table sets forth United’s troubled debt restructurings that have been restructured during the six months ended June 30, 2018 and 2017, segregated by class of loans:

 

     Troubled Debt Restructurings  
     For the Six Months Ended  
     June 30, 2018      June 30, 2017  
     Number of
Contracts
     Pre-
Modification
Outstanding
Recorded
Investment
     Post-
Modification
Outstanding
Recorded
Investment
     Number of
Contracts
     Pre-
Modification
Outstanding
Recorded
Investment
     Post-
Modification
Outstanding
Recorded
Investment
 

Commercial real estate:

                 

Owner-occupied

     0      $ 0      $ 0        1      $ 5,333      $ 5,333  

Nonowner-occupied

     0        0        0        0        0        0  

Other commercial

     4        9,571        9,571        8        24,107        24,032  

Residential real estate

     2        6,953        6,953        0        0        0  

Construction & land development

     0        0        0        1        1,456        1,437  

Consumer:

                 

Bankcard

     0        0        0        0        0        0  

Other consumer

     0        0        0        0        0        0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     6      $ 16,524      $ 16,524        10      $ 30,896      $ 30,802  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

During both the second quarter and first six months of 2018, $16,524 of restructured loans were modified by a change in loan terms. During the second quarter and first six months of 2017, $26,688 and $30,802, respectively, of restructured loans were modified by a change in loan terms. In some instances, the post-modification balance on the restructured loans is larger than the pre-modification balance due to the advancement of monies for items such as delinquent taxes on real estate property. The loans were evaluated individually for allocation within United’s allowance for loan losses. The modifications had an immaterial impact on the financial condition and results of operations for United.

No loans restructured during the twelve-month periods ended June 30, 2018 and 2017 subsequently defaulted, resulting in a principal charge-off during the first six months of 2018 and 2017, respectively.

The following table sets forth United’s age analysis of its past due loans, segregated by class of loans:

Age Analysis of Past Due Loans

As of June 30, 2018

 

 

     30-89
Days
Past Due
     90 Days or
more Past
Due
     Total Past
Due
     Current &
Other (1)
     Total
Financing
Receivables
     Recorded
Investment
>90 Days
& Accruing
 

Commercial real estate:

                 

Owner-occupied

   $ 13,261      $ 18,602      $ 31,863      $ 1,334,951      $ 1,366,814      $ 1,377  

Nonowner-occupied

     14,118        16,924        31,042        4,404,868        4,435,910        1,301  

Other commercial

     9,598        54,562        64,160        2,145,031        2,209,191        2,313  

Residential real estate

     37,135        28,705        65,840        3,234,632        3,300,472        9,866  

Construction & land development

     2,910        17,345        20,255        1,376,598        1,396,853        802  

Consumer:

                 

Bankcard

     427        165        592        9,125        9,717        165  

Other consumer

     6,618        969        7,587        802,464        810,051        682  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 84,067      $ 137,272      $ 221,339      $ 13,307,669      $ 13,529,008      $ 16,506  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Other includes loans with a recorded investment of $168,497 acquired and accounted for under ASC Topic 310-30 “Loans and Debt Securities Acquired with Deteriorated Credit Quality”.

 

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Table of Contents

Age Analysis of Past Due Loans

As of December 31, 2017

 

 

(In thousands)    30-89
Days
Past Due
     90 Days or
more Past
Due
     Total Past
Due
     Current &
Other (1)
     Total
Financing
Receivables
     Recorded
Investment
>90 Days
& Accruing
 

Commercial real estate:

                 

Owner-occupied

   $ 7,968      $ 13,663      $ 21,631      $ 1,339,998      $ 1,361,629      $ 458  

Nonowner-occupied

     10,398        20,448        30,846        4,420,452        4,451,298        634  

Other commercial

     11,533        68,476        80,009        1,918,970        1,998,979        940  

Residential real estate

     35,300        28,637        63,937        2,932,234        2,996,171        6,519  

Construction & land development

     1,615        17,190        18,805        1,486,102        1,504,907        385  

Consumer:

                 

Bankcard

     449        186        635        9,679        10,314        186  

Other consumer

     9,288        968        10,256        693,783        704,039        775  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 76,551      $ 149,568      $ 226,119      $ 12,801,218      $ 13,027,337      $ 9,897  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Other includes loans with a recorded investment of $210,521 acquired and accounted for under ASC Topic 310-30 “Loans and Debt Securities Acquired with Deteriorated Credit Quality”.

The following table sets forth United’s nonaccrual loans, segregated by class of loans:

Loans on Nonaccrual Status

 

      June  30,
2018
     December 31,
2017
 

Commercial real estate:

     

Owner-occupied

   $ 17,225      $ 13,205

Nonowner-occupied

     15,623        19,814

Other commercial

     52,249        67,536

Residential real estate

     18,839        22,118

Construction & land development

     16,543        16,805

Consumer:

     

Bankcard

     0        0

Other consumer

     287        193
  

 

 

    

 

 

 

Total

   $ 120,766      $ 139,671
  

 

 

    

 

 

 

United assigns credit quality indicators of pass, special mention, substandard and doubtful to its loans. For United’s loans with a corporate credit exposure, United internally assigns a grade based on the creditworthiness of the borrower. For loans with a consumer credit exposure, United internally assigns a grade based upon an individual loan’s delinquency status. United reviews and updates, as necessary, these grades on a quarterly basis.

Special mention loans, with a corporate credit exposure, have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loans or in the Company’s credit position at some future date. Borrowers may be experiencing adverse operating trends (declining revenues or margins) or an ill proportioned balance sheet (e.g., increasing inventory without an increase in sales, high leverage, tight liquidity). Adverse economic or market conditions, such as interest rate increases or the entry of a new competitor, may also support a special mention rating. Nonfinancial reasons for rating a credit exposure special mention include management problems, pending litigation, an ineffective loan agreement or other material structural weakness, and any other significant deviation from prudent lending practices. For loans with a consumer credit exposure, loans that are past due 30-89 days are generally considered special mention.

 

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A substandard loan with a corporate credit exposure is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt by the borrower. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. They require more intensive supervision by management. Substandard loans are generally characterized by current or expected unprofitable operations, inadequate debt service coverage, inadequate liquidity, or marginal capitalization. Repayment may depend on collateral or other credit risk mitigants. For some substandard loans, the likelihood of full collection of interest and principal may be in doubt and thus, placed on nonaccrual. For loans with a consumer credit exposure, loans that are 90 days or more past due or that have been placed on nonaccrual are considered substandard.

A loan with corporate credit exposure is classified as doubtful if it has all the weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. A doubtful loan has a high probability of total or substantial loss, but because of specific pending events that may strengthen the loan, its classification as loss is deferred. Doubtful borrowers are usually in default, lack adequate liquidity or capital, and lack the resources necessary to remain an operating entity. Pending events can include mergers, acquisitions, liquidations, capital injections, the perfection of liens on additional collateral, the valuation of collateral, and refinancing. Generally, there are not any loans with a consumer credit exposure that are classified as doubtful. Usually, they are charged-off prior to such a classification. Loans classified as doubtful are also considered impaired.

The following tables set forth United’s credit quality indicators information, by class of loans:

Credit Quality Indicators

Corporate Credit Exposure

 

As of June 30, 2018

 
     Commercial Real Estate      Other
Commercial
     Construction
& Land
Development
 
     Owner-
occupied
     Nonowner-
occupied
 

Grade:

           

Pass

   $ 1,279,444      $ 4,282,361      $ 2,100,084      $ 1,312,907  

Special mention

     31,737        56,404        16,523        4,402  

Substandard

     55,633        97,145        89,566        79,544  

Doubtful

     0        0        3,018        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 1,366,814      $ 4,435,910      $ 2,209,191      $ 1,396,853  
  

 

 

    

 

 

    

 

 

    

 

 

 

As of December 31, 2017

 
     Commercial Real Estate      Other
Commercial
     Construction &
Land
Development
 
     Owner-
occupied
     Nonowner-
occupied
 

Grade:

           

Pass

   $ 1,276,088      $ 4,312,985      $ 1,848,868      $ 1,413,706  

Special mention

     20,165        57,618        55,564        5,196  

Substandard

     65,376        80,695        90,625        86,005  

Doubtful

     0        0        3,922        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 1,361,629      $ 4,451,298      $ 1,998,979      $ 1,504,907  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents

Credit Quality Indicators

Consumer Credit Exposure

 

As of June 30, 2018

 
     Residential
Real Estate
     Bankcard      Other
Consumer
 

Grade:

        

Pass

   $ 3,239,999      $ 9,125      $ 802,394  

Special mention

     25,077        427        6,671  

Substandard

     35,396        165        986  

Doubtful

     0        0        0  
  

 

 

    

 

 

    

 

 

 

Total

   $ 3,300,472      $ 9,717      $ 810,051  
  

 

 

    

 

 

    

 

 

 

As of December 31, 2017

 
     Residential
Real Estate
     Bankcard      Other
Consumer
 

Grade:

        

Pass

   $ 2,945,266      $ 9,679      $ 693,727  

Special mention

     18,025        449        9,334  

Substandard

     32,880        186        978  

Doubtful

     0        0        0  
  

 

 

    

 

 

    

 

 

 

Total

   $ 2,996,171      $ 10,314      $ 704,039  
  

 

 

    

 

 

    

 

 

 

Loans are designated as impaired when, in the opinion of management, based on current information and events, the collection of principal and interest in accordance with the loan contract is doubtful. Typically, United does not consider loans for impairment unless a sustained period of delinquency (i.e. 90 days or more) is noted or there are subsequent events that impact repayment probability (i.e. negative financial trends, bankruptcy filings, eminent foreclosure proceedings, etc.). Impairment is evaluated in total for smaller-balance loans of a similar nature and on an individual loan basis for other loans. Consistent with United’s existing method of income recognition for loans, interest on impaired loans, except those classified as nonaccrual, is recognized as income using the accrual method. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

The following table sets forth United’s impaired loans information, by class of loans:

 

     Impaired Loans  
     June 30, 2018      December 31, 2017  
     Recorded
Investment
     Unpaid
Principal
Balance
     Related
Allowance
     Recorded
Investment
     Unpaid
Principal
Balance
     Related
Allowance
 

With no related allowance recorded:

                 

Commercial real estate:

                 

Owner-occupied

   $ 72,883    $ 73,343    $ 0      $ 78,117    $ 78,419    $ 0  

Nonowner-occupied

     99,098      99,159      0        134,136      134,195      0  

Other commercial

     52,375      61,377      0        46,993      49,552      0  

Residential real estate

     24,315      25,078      0        26,751      28,202      0  

Construction & land development

     45,497      50,132      0        52,279      59,691      0  

Consumer:

                 

Bankcard

     0      0      0        0      0      0  

Other consumer

     23      23      0        15      15      0  

With an allowance recorded:

                 

Commercial real estate:

                 

Owner-occupied

   $ 4,766      $ 4,766      $ 978      $ 9,132      $ 9,132    $ 2,251  

Nonowner-occupied

     10,463      10,463      1,693        7,797      7,797      1,592  

Other commercial

     44,671      50,278      14,676        60,512      70,396      16,721  

Residential real estate

     12,097      13,539      1,460        9,813      10,418      1,552

 

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Table of Contents
     Impaired Loans  
     June 30, 2018      December 31, 2017  
     Recorded
Investment
     Unpaid
Principal
Balance
     Related
Allowance
     Recorded
Investment
     Unpaid
Principal
Balance
     Related
Allowance
 

Construction & land development

     2,001      4,654      277        1,383      1,383      229

Consumer:

                 

Bankcard

     0      0      0        0      0      0

Other consumer

     0      0      0        0      0      0

Total:

                 

Commercial real estate:

                 

Owner-occupied

   $ 77,649    $ 78,109    $ 978      $ 87,249    $ 87,551    $ 2,251  

Nonowner-occupied

     109,561      109,622      1,693        141,933      141,992      1,592  

Other commercial

     97,046      111,655        14,676        107,505      119,948      16,721  

Residential real estate

     36,412      38,617        1,460        36,564      38,620      1,552  

Construction & land development

     47,498      54,786        277        53,662      61,074      229  

Consumer:

                 

Bankcard

     0      0      0      0      0      0  

Other consumer

     23        23        0      15        15        0  

 

     Impaired Loans  
     For the Three Months Ended  
     June 30, 2018      June 30, 2017  
     Average
Recorded
Investment
     Interest
Income
Recognized
     Average
Recorded
Investment
     Interest
Income
Recognized
 

With no related allowance recorded:

           

Commercial real estate:

           

Owner-occupied

   $ 74,330    $ 354    $ 69,670    $ 412

Nonowner-occupied

     108,343      159      109,003      168

Other commercial

     52,384      246      58,597      226

Residential real estate

     24,220      85      20,713      54

Construction & land development

     46,909      98      36,182      83

Consumer:

           

Bankcard

     0      0      0      0

Other consumer

     32        0        36        0  

With an allowance recorded:

           

Commercial real estate:

           

Owner-occupied

   $ 5,319      $ 6      $ 14,102    $ 159

Nonowner-occupied

     9,503      60      14,147      12

Other commercial

     46,376      10      72,568      157

Residential real estate

     11,992      11      15,485      34

Construction & land development

     2,008      20      2,587      21

Consumer:

           

Bankcard

     0      0      0      0

Other consumer

     0      0      0      0

Total:

           

Commercial real estate:

           

Owner-occupied

   $ 79,649    $ 360    $ 83,772    $ 571

Nonowner-occupied

     117,846      219      123,150      180

Other commercial

     98,760      256      131,165      383

Residential real estate

     36,212      96      36,198      88

Construction & land development

     48,917      118      38,769      104

Consumer:

           

Bankcard

     0      0      0      0

Other consumer

     32        0        36        0  

 

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Table of Contents
     Impaired Loans  
     For the Six Months Ended  
     June 30, 2018      June 30, 2017  
     Average
Recorded
Investment
     Interest
Income
Recognized
     Average
Recorded
Investment
     Interest
Income
Recognized
 

With no related allowance recorded:

           

Commercial real estate:

           

Owner-occupied

   $ 75,592    $ 739    $ 62,615    $ 837

Nonowner-occupied

     116,941      328      105,045      347

Other commercial

     50,587      470      53,076      496

Residential real estate

     25,064      180      21,468      103

Construction & land development

     48,699      197      35,903      164

Consumer:

           

Bankcard

     0      0      0      0

Other consumer

     26        0        36        0  

With an allowance recorded:

           

Commercial real estate:

           

Owner-occupied

   $ 6,590      $ 31      $ 9,997    $ 318

Nonowner-occupied

     8,934      119      15,411      87

Other commercial

     51,088      28      63,783      622

Residential real estate

     11,266      21      14,345      83

Construction & land development

     1,800      40      3,372      42

Consumer:

           

Bankcard

     0      0      0      0

Other consumer

     0      0      0      0

Total:

           

Commercial real estate:

           

Owner-occupied

   $ 82,182    $ 770    $ 72,612    $ 1,155

Nonowner-occupied

     125,875      447      120,456      434

Other commercial

     101,675      498      116,859      1,118

Residential real estate

     36,330      201      35,813      186

Construction & land development

     50,499      237      39,275      206

Consumer:

           

Bankcard

     0      0      0      0

Other consumer

     26        0        36        0  

At June 30, 2018 and December 31, 2017, other real estate owned (“OREO”) included in other assets in the Consolidated Balance Sheets was $21,926 and $24,348, respectively. OREO consists of real estate acquired in foreclosure or other settlement of loans. Such assets are carried at the lower of the investment in the assets or the fair value of the assets less estimated selling costs. Any adjustment to the fair value at the date of transfer is charged against the allowance for loan losses. Any subsequent valuation adjustments as well as any costs relating to operating, holding or disposing of the property are recorded in other expense in the period incurred. At June 30, 2018 and December 31, 2017, the recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process was $1,587 and $873, respectively.

6. ALLOWANCE FOR CREDIT LOSSES

The allowance for loan losses is management’s estimate of the probable credit losses inherent in the loan portfolio. For purposes of determining the general allowance, the loan portfolio is segregated by product type to recognize differing risk profiles among categories. It is further segregated by credit grade for non-homogenous loan pools and delinquency for homogeneous loan pools. The outstanding principal balance within each pool is multiplied by historical loss data, the loss emergence period (which is the period of time between the event that triggers a loss and the confirmation and/or charge off of that loss) and certain qualitative factors to derive the general loss allocation per pool. Specific loss allocations are calculated for commercial loans in excess of $500,000 in accordance with ASC Topic 310. Risk characteristics of owner-occupied commercial real estate loans and other commercial loans are similar in that they are normally dependent upon the borrower’s internal cash flow from operations to service debt.

 

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Table of Contents

Nonowner-occupied commercial real estate loans differ in that cash flow to service debt is normally dependent on external income from third parties for use of the real estate such as rents, leases and room rates. Residential real estate loans are dependent upon individual borrowers who are affected by changes in general economic conditions, demand for housing and resulting residential real estate valuation. Construction and land development loans are impacted mainly by demand whether for new residential housing or for retail, industrial, office and other types of commercial construction within a given area. Consumer loan pool risk characteristics are influenced by general, regional and local economic conditions.

Loans deemed to be uncollectible are charged against the allowance for loan losses, while recoveries of previously charged-off amounts are credited to the allowance for loan losses. For commercial loans, when a loan or a portion of a loan is identified to contain a loss, a charge-off recommendation is directed to management to charge-off all or a portion of that loan. Generally, any unsecured commercial loan more than six months delinquent in payment of interest must be charged-off in full. If secured, the charge-off is generally made to reduce the loan balance to a level equal to the liquidation value of the collateral when payment of principal and interest is six months delinquent. Any commercial loan, secured or unsecured, on which a principal or interest payment has not been made within 90 days, is reviewed monthly for appropriate action.

For consumer loans, closed-end retail loans that are past due 120 cumulative days delinquent from the contractual due date and open-end loans 180 cumulative days delinquent from the contractual due date are charged-off. Any consumer loan on which a principal or interest payment has not been made within 90 days is reviewed monthly for appropriate action. For a one-to-four family open-end or closed-end residential real estate loan, home equity loan, or high-loan-to-value loan that has reached 180 or more days past due, management evaluates the collateral position and charges-off any amount that exceeds the value of the collateral. On retail credits for which the borrower is in bankruptcy, all amounts deemed unrecoverable are charged off within 60 days of the receipt of the notification. On retail credits effected by fraud, a loan is charged-off within 90 days of the discovery of the fraud. In the event of the borrower’s death and if repayment within the required timeframe is uncertain, the loan is generally charged-off as soon as the amount of the loss is determined.

For loans acquired through the completion of a transfer, including loans acquired in a business combination, that have evidence of deterioration of credit quality since origination and for which it is probable, at acquisition, that United will be unable to collect all contractually required payments receivable are initially recorded at fair value (as determined by the present value of expected future cash flows) with no valuation allowance. The difference between the undiscounted cash flows expected at acquisition and the investment in the loan, or the “accretable yield,” is recognized as interest income on a level-yield method over the life of the loan. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “nonaccretable difference,” are not recognized as a yield adjustment or as a loss accrual or a valuation allowance. Increases in expected cash flows subsequent to the initial investment are recognized prospectively through adjustment of the yield on the loan over its remaining life. Decreases in expected cash flows are recognized as impairment. Valuation allowances on these impaired loans reflect only losses incurred after the acquisition (meaning the present value of all cash flows expected at acquisition that ultimately are not to be received). For the three and six months ended June 30, 2018, the re-estimation of the expected cash flows related to loans acquired that have evidence of deterioration of credit quality resulted in provision for loan losses expense of $801 and $2,080, respectively, as compared to a reversal of provision for loan losses expense of $738 and $371, respectively, for the three and six months ended June 30, 2017.

United maintains an allowance for loan losses and a reserve for lending-related commitments such as unfunded loan commitments and letters of credit. The reserve for lending-related commitments of $927 and $679 at June 30, 2018 and December 31, 2017, respectively, is separately classified on the balance sheet and is included in other liabilities. The combined allowance for loan losses and reserve for lending-related commitments are referred to as the allowance for credit losses.

 

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Table of Contents

A progression of the allowance for loan losses, by portfolio segment, for the periods indicated is summarized as follows:

Allowance for Loan Losses

For the Three Months Ended June 30, 2018

 

 

    Commercial Real Estate                 Construction           Allowance
for
       
    Owner-
occupied
    Nonowner-
occupied
    Other
Commercial
    Residential
Real Estate
    & Land
Development
    Consumer     Estimated
Imprecision
    Total  

Allowance for Loan Losses:

               

Beginning balance

  $ 3,719   $ 6,774   $ 46,917   $ 10,253   $ 6,429   $ 2,391   $ 170   $ 76,653

Charge-offs

    728     314     5,795     82     72     721     0     7,712

Recoveries

    690       17       984       94       9       196       0     1,990

Provision

    (468     (294     6,085     115     226     553     (13     6,204
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

  $ 3,213   $ 6,183   $ 48,191   $ 10,380   $ 6,592   $ 2,419   $ 157   $ 77,135
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Allowance for Loan Losses and Carrying Amount of Loans

For the Six Months Ended June 30, 2018

 

 

    Commercial Real Estate                 Construction          

Allowance

for

       
    Owner-
occupied
    Nonowner-
occupied
    Other
Commercial
    Residential
Real Estate
    & Land
Development
    Consumer     Estimated
Imprecision
    Total  

Allowance for Loan Losses:

               

Beginning balance

  $ 5,401   $ 6,369   $ 45,189   $ 9,927   $ 7,187   $ 2,481   $ 73   $ 76,627

Charge-offs

    1,743     314     8,663     992     532     1,326     0     13,570

Recoveries

    745       153       1,090       358       11       339       0     2,696

Provision

    (1,190     (25     10,575     1,087     (74     925     84     11,382
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

  $ 3,213   $ 6,183   $ 48,191   $ 10,380   $ 6,592   $ 2,419   $ 157   $ 77,135
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending Balance: individually evaluated for impairment

  $ 978   $ 1,693     $ 14,676     $ 1,460     $ 277     $ 0   $ 0   $ 19,084

Ending Balance: collectively evaluated for impairment

  $ 2,235   $ 4,490     $ 33,515     $ 8,920     $ 6,315   $ 2,419   $ 157   $ 58,051

Ending Balance: loans acquired with deteriorated credit quality

  $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0

Financing receivables:

               

Ending balance

  $ 1,366,814   $ 4,435,910     $ 2,209,191     $ 3,300,472     $ 1,396,853   $ 819,768   $ 0   $ 13,529,008

Ending Balance: individually evaluated for impairment

  $ 30,134   $ 21,653     $ 79,980     $ 15,185     $ 16,892   $ 0   $ 0   $ 163,844

Ending Balance: collectively evaluated for impairment

  $ 1,305,807   $ 4,337,381     $ 2,103,205     $ 3,272,737     $ 1,357,792   $ 819,745   $ 0   $ 13,196,667

Ending Balance: loans acquired with deteriorated credit quality

  $ 30,873   $ 76,876     $ 26,006     $ 12,550     $ 22,169   $ 23   $ 0   $ 168,497

 

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Table of Contents

Allowance for Loan Losses and Carrying Amount of Loans

For the Year Ended December 31, 2017

 

 

    Commercial Real Estate                 Construction           Allowance
for
       
    Owner-
occupied
    Nonowner-
occupied
    Other
Commercial
    Residential
Real Estate
    & Land
Development
    Consumer     Estimated
Imprecision
    Total  

Allowance for Loan Losses:

               

Beginning balance

  $ 5,273   $ 6,883   $ 33,087   $ 13,770   $ 10,606   $ 2,805   $ 347   $ 72,771

Charge-offs

    2,246     296     21,189     2,973     3,337     2,822     0     32,863

Recoveries

    2,599     244     3,395     601     726     748     0     8,313

Provision

    (225     (462     29,896     (1,471     (808     1,750     (274     28,406
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

  $ 5,401   $ 6,369   $ 45,189   $ 9,927   $ 7,187   $ 2,481   $ 73   $ 76,627
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending Balance: individually evaluated for impairment

  $ 2,251     $ 1,592     $ 16,721     $ 1,552     $ 229     $ 0     $ 0     $ 22,345  

Ending Balance: collectively evaluated for impairment

  $ 3,150   $ 4,777   $ 28,468   $ 8,375   $ 6,958   $ 2,481   $ 73     $ 54,282

Ending Balance: loans acquired with deteriorated credit quality

  $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0

Financing receivables:

               

Ending balance

  $ 1,361,629   $ 4,451,298   $ 1,998,979   $ 2,996,171   $ 1,504,907   $ 714,353   $ 0   $ 13,027,337  

Ending Balance: individually evaluated for impairment

  $ 36,721   $ 21,851   $ 78,715   $ 14,316   $ 16,921   $ 0   $ 0   $ 168,524  

Ending Balance: collectively evaluated for impairment

  $ 1,291,379   $ 4,320,997   $ 1,892,706   $ 2,967,666   $ 1,461,206   $ 714,338   $ 0   $ 12,648,292  

Ending Balance: loans acquired with deteriorated credit quality

  $ 33,529   $ 108,450   $ 27,558   $ 14,189   $ 26,780   $ 15   $ 0   $ 210,521  

 

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Table of Contents

7. INTANGIBLE ASSETS

The following is a summary of intangible assets subject to amortization and those not subject to amortization:

 

     June 30, 2018  
     Community Banking     Mortgage Banking     Total  
     Gross
Carrying
Amount
     Accumulated
Amortization
    Gross
Carrying
Amount
     Accumulated
Amortization
    Gross
Carrying
Amount
     Accumulated
Amortization
 

Amortized intangible assets:

               

Core deposit intangible assets

   $ 98,359      ($ 58,473   $ 0      ($ 0   $ 98,359      ($ 58,473
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Non-amortized intangible assets:

               

George Mason trade name

   $ 0        $ 1,080        $ 1,080     
  

 

 

      

 

 

      

 

 

    

Goodwill not subject to amortization

   $ 1,472,699        $ 5,315        $ 1,478,014     
  

 

 

      

 

 

      

 

 

    

 

     December 31, 2017  
     Community Banking     Mortgage Banking      Total  
     Gross
Carrying
Amount
     Accumulated
Amortization
    Gross
Carrying
Amount
     Accumulated
Amortization
     Gross
Carrying
Amount
     Accumulated
Amortization
 

Amortized intangible assets:

                

Core deposit intangible assets

   $ 98,359      ($ 54,453   $ 0      $ 0      $ 98,359      ($ 54,453
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Non-amortized intangible assets:

                

George Mason trade name

   $ 0        $ 1,080         $ 1,080     
  

 

 

      

 

 

       

 

 

    

Goodwill not subject to amortization

   $ 1,473,265        $ 5,115         $ 1,478,380     
  

 

 

      

 

 

       

 

 

    

The following table provides a reconciliation of goodwill:

 

     Community
Banking
     Mortgage
Banking
     Total  

Goodwill at December 31, 2017

   $ 1,473,265      $ 5,115      $ 1,478,380  

Addition to goodwill from Cardinal acquisition

     (566      200        (366
  

 

 

    

 

 

    

 

 

 

Goodwill at June 30, 2018

   $ 1,472,699      $ 5,315      $ 1,478,014  
  

 

 

    

 

 

    

 

 

 

United incurred amortization expense on intangible assets of $2,010 and $4,020 for the quarter and six months ended June 30, 2018, respectively, and $2,093 and $3,141 for the quarter and six months ended June 30, 2017, respectively.

 

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The following table sets forth the anticipated amortization expense for intangible assets for the years subsequent to 2017:

 

Year

   Amount  

2018

   $ 8,039  

2019

     7,016  

2020

     6,309  

2021

     5,369  

2022 and thereafter

     17,173  

8. SHORT-TERM BORROWINGS

Federal funds purchased and securities sold under agreements to repurchase are a significant source of funds for the Company. United has various unused lines of credit available from certain of its correspondent banks in the aggregate amount of $230,000. These lines of credit, which bear interest at prevailing market rates, permit United to borrow funds in the overnight market, and are renewable annually subject to certain conditions. At June 30, 2018, federal funds purchased were $14,000 while total securities sold under agreements to repurchase (REPOs) were $185,507. The securities sold under agreements to repurchase were accounted for as collateralized financial transactions. They were recorded at the amounts at which the securities were acquired or sold plus accrued interest.

United has a $20,000 line of credit with an unrelated financial institution to provide for general liquidity needs. The line is an unsecured, revolving line of credit. The line will be renewable on a 360-day basis and will carry an indexed, floating-rate of interest. The line requires compliance with various financial and nonfinancial covenants. At June 30, 2018, United had no outstanding balance under this line of credit.

9. LONG-TERM BORROWINGS    

United’s subsidiary bank is a member of the Federal Home Loan Bank (“FHLB”). Membership in the FHLB makes available short-term and long-term borrowings from collateralized advances. All FHLB borrowings are collateralized by a mix of single-family residential mortgage loans, commercial loans and investment securities. At June 30, 2018, United had an unused borrowing amount of approximately $3,579,159 available subject to delivery of collateral after certain trigger points. Advances may be called by the FHLB or redeemed by United based on predefined factors and penalties.

At June 30, 2018, $1,560,365 of FHLB advances with a weighted-average interest rate of 1.97% are scheduled to mature within the next seven years.

The scheduled maturities of these FHLB borrowings are as follows:

 

Year    Amount  

2018

   $ 1,246,776  

2019

     187,370  

2020

     41,896  

2021

     52,547  

2022 and thereafter

     31,776  
  

 

 

 

Total

   $ 1,560,365  
  

 

 

 

At June 30, 2018, United had a total of fourteen statutory business trusts that were formed for the purpose of issuing or participating in pools of trust preferred capital securities (“Capital Securities”) with the proceeds invested in junior subordinated debt securities (“Debentures”) of United. The Debentures, which are subordinate and junior in right of payment to all present and future senior indebtedness and certain other financial obligations of United, are the sole assets of the trusts and United’s payment under the Debentures is the sole source of revenue for the trusts. At June 30, 2018 and December 31, 2017, the outstanding balance of the Debentures was $234,276 and $242,446, respectively,

 

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and was included in the category of long-term debt on the Consolidated Balance Sheets entitled “Other long-term borrowings.” The Capital Securities are not included as a component of shareholders’ equity in the Consolidated Balance Sheets. United fully and unconditionally guarantees each individual trust’s obligations under the Capital Securities.

Under the provisions of the subordinated debt, United has the right to defer payment of interest on the subordinated debt at any time, or from time to time, for periods not exceeding five years. If interest payments on the subordinated debt are deferred, the dividends on the Capital Securities are also deferred. Interest on the subordinated debt is cumulative.

For reporting periods prior to June 30, 2017, the Trust Preferred Securities qualified as Tier 1 regulatory capital under the “Basel III Capital Rules” as published by United’s primary federal regulator, the Federal Reserve, in July of 2013. The “Basel III Capital Rules” established a new comprehensive capital framework for U.S. banking organizations. Because United was less than $15 billion in total consolidated assets, the Basel III Capital Rules grandfathered United’s Trust Preferred Securities as Tier 1 capital under the limitations for restricted capital elements in the general risk-based capital rules. As a result, beginning in 2015 (the adoption date), United’s Trust Preferred Securities was subject to a limit of 25 percent of Tier 1 capital elements excluding any non-qualifying capital instruments and after all regulatory capital deductions and adjustments applied to Tier 1 capital, which is substantially similar to the limit in the general risk-based capital rules. Trust preferred securities no longer included in United’s Tier 1 capital could be included as a component of Tier 2 capital on a permanent basis without phase-out.

10. COMMITMENTS AND CONTINGENT LIABILITIES

United is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers and to alter its own exposure to fluctuations in interest rates. These financial instruments include loan commitments, standby letters of credit, and interest rate swap agreements. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the financial statements.

United’s maximum exposure to credit loss in the event of nonperformance by the counterparty to the financial instrument for the loan commitments and standby letters of credit is the contractual or notional amount of those instruments. United uses the same policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Collateral may be obtained, if deemed necessary, based on management’s credit evaluation of the counterparty.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily, and historically do not, represent future cash requirements. The amount of collateral obtained, if deemed necessary upon the extension of credit, is based on management’s credit evaluation of the counterparty. United had approximately $3,899,439 and $4,224,719 of loan commitments outstanding as of June 30, 2018 and December 31, 2017, respectively, the majority of which contractually expire within one year. Included in the June 30, 2018 amount are commitments to extend credit of $324,487 related to George Mason’s mortgage loan funding commitments and are of a short-term nature.

Commercial and standby letters of credit are agreements used by United’s customers as a means of improving their credit standing in their dealings with others. Under these agreements, United guarantees certain financial commitments of its customers. A commercial letter of credit is issued specifically to facilitate trade or commerce. Typically, under the terms of a commercial letter of credit, a commitment is drawn upon when the underlying transaction is consummated as intended between the customer and a third party. As of June 30, 2018 and

 

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December 31, 2017, United had no outstanding commercial letters of credit. A standby letter of credit is generally contingent upon the failure of a customer to perform according to the terms of an underlying contract with a third party. United has issued standby letters of credit of $145,778 and $147,017 as of June 30, 2018 and December 31, 2017, respectively. In accordance with the Contingencies Topic of the FASB Accounting Standards Codification, United has determined that substantially all of its letters of credit are renewed on an annual basis and the fees associated with these letters of credit are immaterial.

George Mason provides for its estimated exposure to repurchase loans previously sold to investors for which borrowers failed to provide full and accurate information on their loan application or for which appraisals have not been acceptable or where the loan was not underwritten in accordance with the loan program specified by the loan investor, and for other exposure to its investors related to loan sales activities. United evaluates the merits of each claim and estimates its reserve based on actual and expected claims received and considers the historical amounts paid to settle such claims. George Mason has a reserve of $516 as of June 30, 2018.

United has derivative counter-party risk that may arise from the possible inability of George Mason’s third party investors to meet the terms of their forward sales contracts. George Mason works with third-party investors that are generally well-capitalized, are investment grade and exhibit strong financial performance to mitigate this risk. United does not expect any third-party investor to fail to meet its obligation.

United and its subsidiaries are currently involved in various legal proceedings in the normal course of business. Management is vigorously pursuing all its legal and factual defenses and, after consultation with legal counsel, believes that all such litigation will be resolved with no material effect on United’s financial position.

11. DERIVATIVE FINANCIAL INSTRUMENTS

United uses derivative instruments to help aid against adverse price changes or interest rate movements on the value of certain assets or liabilities and on future cash flows. These derivatives may consist of interest rate swaps, caps, floors, collars, futures, forward contracts, written and purchased options. United also executes derivative instruments with its commercial banking customers to facilitate its risk management strategies.

United accounts for its derivative financial instruments in accordance with the Derivatives and Hedging topic of the FASB Accounting Standards Codification (ASC Topic 815). The Derivatives and Hedging topic require all derivative instruments to be carried at fair value on the balance sheet. United has designated certain derivative instruments used to manage interest rate risk as hedge relationships with certain assets, liabilities or cash flows being hedged. Certain derivatives used for interest rate risk management are not designated in a hedge relationship.

Derivative instruments designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

For a fair value hedge, the fair value of the interest rate swap is recognized on the balance sheet as either a freestanding asset or liability with a corresponding adjustment to the hedged financial instrument. Subsequent adjustments due to changes in the fair value of a derivative that qualifies as a fair value hedge are offset in current period earnings. For a cash flow hedge, the fair value of the interest rate swap is recognized on the balance sheet as either a freestanding asset or liability with a corresponding adjustment to other comprehensive income within shareholders’ equity, net of tax. Subsequent adjustments due to changes in the fair value of a derivative that qualifies as a cash flow hedge are offset to other comprehensive income, net of tax. The portion of a hedge that is ineffective is recognized immediately in earnings.

 

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At inception of a hedge relationship, United formally documents the hedged item, the particular risk management objective, the nature of the risk being hedged, the derivative being used, how effectiveness of the hedge will be assessed and how the ineffectiveness of the hedge will be measured. United also assesses hedge effectiveness at inception and on an ongoing basis using regression analysis. Hedge ineffectiveness is measured by using the change in fair value method. The change in fair value method compares the change in the fair value of the hedging derivative to the change in the fair value of the hedged exposure, attributable to changes in the benchmark rate. The portion of a hedge that is ineffective is recognized immediately in earnings.

United through George Mason enters into interest rate lock commitments to finance residential mortgage loans with its customers. These commitments, which contain fixed expiration dates, offer the borrower an interest rate guarantee provided the loan meets underwriting guidelines and closes within the timeframe established by United. Interest rate risk arises on these commitments and subsequently closed loans if interest rates change between the time of the interest rate lock and the delivery of the loan to the investor. Market risk on interest rate lock commitments and mortgage loans held for sale is managed using corresponding forward mortgage loan sales contracts. United is a party to these forward mortgage loan sales contracts to sell loans servicing released and short sales of mortgage-backed securities. When the interest rate is locked with the borrower, the rate lock commitment, forward sale agreement, and mortgage-backed security position are undesignated derivatives and marked to fair value through earnings. The fair value of the rate lock derivative includes the servicing premium and the interest spread for the difference between retail and wholesale mortgage rates. Income from mortgage banking activities includes the gain recognized for the period presented and associated elements of fair value.

United sells mortgage loans on either a best efforts or mandatory delivery basis. For loans sold on a mandatory delivery basis, United enters into forward mortgage-backed securities (the “residual hedge”) to mitigate the effect of interest rate risk. Both the rate lock commitment under mandatory delivery and the residual hedge are recorded at fair value through earnings and are not designated as accounting hedges. At the closing of the loan, the loan commitment derivative expires and United records a loan held for sale at fair value and continues to mark these assets to market under the election of fair value option. United closes out of the trading mortgage-backed securities assigned within the residual hedge and replaces the securities with a forward sales contract once a price has been accepted by an investor and recorded at fair value. For those loans selected to be sold under best efforts delivery, at the closing of the loan, the rate lock commitment derivative expires and the Company records a loan held for sale at fair value under the election of fair value option and continues to be obligated under the same forward loan sales contract entered into at inception of the rate lock commitment.

The derivative portfolio also includes derivative financial instruments not included in hedge relationships. These derivatives consist of interest rate swaps used for interest rate management purposes and derivatives executed with commercial banking customers to facilitate their interest rate management strategies. For derivatives that are not designated in a hedge relationship, changes in the fair value of the derivatives are recognized in earnings in the same period as the change in fair value. Gains and losses on other derivative financial instruments are included in noninterest income and noninterest expense, respectively.

 

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The following tables disclose the derivative instruments’ location on the Company’s Consolidated Balance Sheets and the notional amount and fair value of those instruments at June 30, 2018 and December 31, 2017.

 

     Asset Derivatives  
     June 30, 2018      December 31, 2017  
     Balance
Sheet
Location
     Notional
Amount
     Fair
Value
     Balance
Sheet
Location
     Notional
Amount
     Fair
Value
 

Derivatives designated as hedging instruments Fair Value Hedges:

                 

Interest rate swap contracts (hedging commercial loans)

     Other assets      $ 87,672      $ 3,329        Other assets      $ 71,831      $ 538  
     

 

 

    

 

 

       

 

 

    

 

 

 

Total derivatives designated as hedging instruments

      $ 87,672      $ 3,329         $ 71,831      $ 538  
     

 

 

    

 

 

       

 

 

    

 

 

 

Derivatives not designated as hedging instruments

                 

Forward loan sales commitments

     Other assets      $ 22,107      $ 112        Other assets      $ 31,024      $ 2  

Interest rate lock commitments

     Other assets        182,030        6,541        Other assets        148,866        4,559  
     

 

 

    

 

 

       

 

 

    

 

 

 

Total derivatives not designated as hedging instruments

      $ 204,137      $ 6,653         $ 179,890      $ 4,561  
     

 

 

    

 

 

       

 

 

    

 

 

 

Total asset derivatives

      $ 291,809      $ 9,982         $ 251,721      $ 5,099  
     

 

 

    

 

 

       

 

 

    

 

 

 
     Liability Derivatives  
     June 30, 2018      December 31, 2017  
     Balance
Sheet
Location
     Notional
Amount
     Fair
Value
     Balance
Sheet
Location
     Notional
Amount
     Fair
Value
 

Derivatives designated as hedging instruments Fair Value Hedges:

                 

Interest rate swap contracts (hedging commercial loans)

     Other liabilities      $ 0      $ 0        Other liabilities      $ 18,795      $ 165  
     

 

 

    

 

 

       

 

 

    

 

 

 

Total derivatives designated as hedging instruments

      $ 0      $ 0         $ 18,795      $ 165  
     

 

 

    

 

 

       

 

 

    

 

 

 

Derivatives not designated as hedging instruments

                 

TBA mortgage-backed securities

     Other liabilities      $ 343,000      $ 1,422        Other liabilities      $ 236,500      $ 312  

Interest rate lock commitments

     Other liabilities        0        0        Other liabilities        0        0  
     

 

 

    

 

 

       

 

 

    

 

 

 

Total derivatives not designated as hedging instruments

      $ 343,000      $ 1,422         $ 236,500      $ 312  
     

 

 

    

 

 

       

 

 

    

 

 

 

Total liability derivatives

      $ 343,000      $ 1,422         $ 255,295      $ 477  
     

 

 

    

 

 

       

 

 

    

 

 

 

Derivative contracts involve the risk of dealing with both bank customers and institutional derivative counterparties and their ability to meet contractual terms. Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. United’s exposure is limited to the replacement value of the contracts rather than the notional amount of the contract. The Company’s agreements generally contain provisions that limit the unsecured exposure up to an agreed upon threshold. Additionally, the Company attempts to minimize credit risk through certain approval processes established by management.

 

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The effect of United’s derivative financial instruments on its unaudited Consolidated Statements of Income for the three and six months ended June 30, 2018 and 2017 are presented as follows:

 

            Three Months Ended  
     Income  Statement
Location
     June 30,
2018
    June 30,
2017
 

Derivatives in hedging relationships Fair Value Hedges:

       

Interest rate swap contracts

     Interest income/(expense)      $ 24     $ (282
     

 

 

   

 

 

 

Total derivatives in hedging relationships

      $ 24     $ (282
     

 

 

   

 

 

 

Derivatives not designated as hedging instruments

       

Forward loan sales commitments

    
Income from Mortgage
Banking Activities
 
 
     112       (170

TBA mortgage-backed securities

    
Income from Mortgage
Banking Activities
 
 
     (660     2,784  

Interest rate lock commitments

    
Income from Mortgage
Banking Activities
 
 
     2,888       1,019  
     

 

 

   

 

 

 

Total derivatives not designated as hedging instruments

      $ 2,340     $ 3,633  
     

 

 

   

 

 

 

Total derivatives

      $ 2,364     $ 3,351  
     

 

 

   

 

 

 
            Six Months Ended  
     Income Statement
Location
     June 30,
2018
    June 30,
2017
 

Derivatives in fair value hedging relationships Fair Value Hedges:

       

Interest rate swap contracts

     Interest income/(expense)      $ (18   $ (440

Cash Flow Hedges:

       

Forward loan sales commitments

     Other income        0       0  
     

 

 

   

 

 

 

Total derivatives in hedging relationships

      $ (18   $ (440
     

 

 

   

 

 

 

Derivatives not designated as hedging instruments

       

Forward loan sales commitments

    
Income from Mortgage
Banking Activities
 
 
     185       (170

TBA mortgage-backed securities

    
Income from Mortgage
Banking Activities
 
 
     (1,110     2,784  

Interest rate lock commitments

    
Income from Mortgage
Banking Activities
 
 
     1,619       1,019  
     

 

 

   

 

 

 

Total derivatives not designated as hedging instruments

      $ 694     $ 3,633  
     

 

 

   

 

 

 

Total derivatives

      $ 676     $ 3,193  
     

 

 

   

 

 

 

12. FAIR VALUE MEASUREMENTS

United determines the fair values of its financial instruments based on the fair value hierarchy established by ASC Topic 820, which also clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

 

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The Fair Value Measurements and Disclosures topic specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect United’s market assumptions.

The three levels of the fair value hierarchy, based on these two types of inputs, are as follows:

 

Level 1

   -    Valuation is based on quoted prices in active markets for identical assets and liabilities.

Level 2

   -    Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.

Level 3

   -    Valuation is based on prices, inputs and model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.

When determining the fair value measurements for assets and liabilities, United looks to active and observable markets to price identical assets or liabilities whenever possible and classifies such items in Level 1. When identical assets and liabilities are not traded in active markets, United looks to market observable data for similar assets and liabilities and classifies such items as Level 2. Nevertheless, certain assets and liabilities are not actively traded in observable markets and United must use alternative valuation techniques using unobservable inputs to determine a fair value and classifies such items as Level 3. For assets and liabilities that are not actively traded, the fair value measurement is based primarily upon estimates that require significant judgment. Therefore, the results may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there are inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values. The level within the fair value hierarchy is based on the lowest level of input that is significant in the fair value measurement.

In accordance with ASC Topic 820, the following describes the valuation techniques used by United to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements.

Securities available for sale and equity securities: Securities available for sale and equity securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Using a market approach valuation methodology, third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that considers observable market data (Level 2). Management internally reviews the fair values provided by third party vendors on a monthly basis. Management’s review consists of comparing fair values assigned by third party vendors to trades and offerings observed by management. The review requires some degree of judgment as to the number or percentage of securities to review on the part of management which could fluctuate based on results of past reviews and in comparison to current expectations. Exceptions that are deemed to be material are reviewed by management. Additionally, to assess the reliability of the information received from third party vendors, management obtains documentation from third party vendors related to the sources, methodologies, and inputs utilized in valuing securities classified as Level 2. Management analyzes this information to ensure the underlying assumptions appear reasonable. Management also obtains an independent service auditor’s report from third party vendors to provide reasonable assurance that appropriate controls are in place over the valuation process. Upon completing its review of the pricing from third party vendors at June 30, 2018, management determined that the prices provided by its third party pricing source were reasonable and in line with management’s expectations for the market values of these securities. Therefore, prices obtained from third party vendors that did not reflect forced liquidation or distressed sales were not adjusted by management at June 30, 2018. Management utilizes a number of factors to determine if a market is inactive, all of

 

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which may require a significant level of judgment. Factors that management considers include: a significant widening of the bid-ask spread, a considerable decline in the volume and level of trading activity in the instrument, a significant variance in prices among market participants, and a significant reduction in the level of observable inputs. Any securities available for sale not valued based upon quoted market prices or third party pricing models that consider observable market data are considered Level 3. Currently, United considers its valuation of available-for-sale Trup Cdos as Level 3. Based upon management’s review of the market conditions for Trup Cdos, it was determined that an income approach valuation technique (present value technique) that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs is the most representative measurement technique for these securities. The present value technique discounts expected future cash flows of a security to arrive at a present value. Management considers the following items when calculating the appropriate discount rate: the implied rate of return when the market was last active, changes in the implied rate of return as markets moved from very active to inactive, recent changes in credit ratings, and recent activity showing that the market has built in increased liquidity and credit premiums. Management’s internal credit review of each security was also factored in to determine the appropriate discount rate. The credit review considered each security’s collateral, subordination, excess spread, priority of claims, principal and interest.

Loans held for sale: For residential mortgage loans sold in the mortgage banking segment, the loans closed are recorded at fair value using the fair value option which is measured using valuations from investors for loans with similar characteristics adjusted for the Company’s actual sales experience versus the investor’s indicated pricing. These valuations fall into the Level 3 category. The unobservable input is the Company’s historical sales prices. The range of historical sales prices increased the investor’s indicated pricing by a range of 0.18% to 0.65% with a weighted average increase of 0.34%.

Derivatives: United utilizes interest rate swaps to hedge exposure to interest rate risk and variability of cash flows associated to changes in the underlying interest rate of the hedged item. These hedging interest rate swaps are classified as either a fair value hedge or a cash flow hedge. United’s derivative portfolio also includes derivative financial instruments not included in hedge relationships. These derivatives consist of interest rate swaps used for interest rate management purposes and derivatives executed with commercial banking customers to facilitate their interest rate management strategies. United utilizes third-party vendors for derivative valuation purposes. These vendors determine the appropriate fair value based on a net present value calculation of the cash flows related to the interest rate swaps using primarily observable market inputs such as interest rate yield curves (Level 2). Valuation adjustments to derivative fair values for liquidity and credit risk are also taken into consideration, as well as the likelihood of default by United and derivative counterparties, the net counterparty exposure and the remaining maturities of the positions. Values obtained from third party vendors are typically not adjusted by management. Management internally reviews the derivative values provided by third party vendors on a quarterly basis. All derivative values are tested for reasonableness by management utilizing a net present value calculation.

For a fair value hedge, the fair value of the interest rate swap is recognized on the balance sheet as either a freestanding asset or liability with a corresponding adjustment to the hedged financial instrument. Subsequent adjustments due to changes in the fair value of a derivative that qualifies as a fair value hedge are offset in current period earnings either in interest income or interest expense depending on the nature of the hedged financial instrument. For a cash flow hedge, the fair value of the interest rate swap is recognized on the balance sheet as either a freestanding asset or liability with a corresponding adjustment to other comprehensive income within shareholders’ equity, net of tax. Subsequent adjustments due to changes in the fair value of a derivative that qualifies as a cash flow hedge are offset to other comprehensive income, net of tax. The portion of a hedge that is ineffective is recognized immediately in earnings.

 

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The Company records its interest rate lock commitments and forward loan sales commitments at fair value determined as the amount that would be required to settle each of these derivative financial instruments at the balance sheet date. In the normal course of business, George Mason enters into contractual interest rate lock commitments to extend credit to borrowers with fixed expiration dates. The commitments become effective when the borrowers “lock-in” a specified interest rate within the timeframes established by the mortgage companies. All borrowers are evaluated for credit worthiness prior to the extension of the commitment. Market risk arises if interest rates move adversely between the time of the interest rate lock by the borrower and the sale date of the loan to the investor. To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, George Mason enters into either a forward sales contract to sell loans to investors when using best efforts or a TBA mortgage-backed security under mandatory delivery. As TBA mortgage-backed securities are actively traded in an open market, TBA mortgage-backed securities fall into a Level 1 category. The forward sales contracts lock in an interest rate and price for the sale of loans similar to the specific rate lock commitments. Under the Company’s best efforts model, the rate lock commitments to borrowers and the forward sales contracts to investors through to the date the loan closes are undesignated derivatives and accordingly, are marked to fair value through earnings. These valuations fall into a Level 2 category. For residential mortgage loans sold in the mortgage banking segment, the interest rate lock commitments are recorded at fair value which is measured using valuations from investors for loans with similar characteristics adjusted for the Company’s actual sales experience versus the investor’s indicated pricing. These valuations fall into the Level 3 category. The unobservable input is the Company’s historical sales prices. The range of historical sales prices increased the investor’s indicated pricing by a range of 0.18% to 0.65% with a weighted average increase of 0.34%.

For interest rate swap derivatives that are not designated in a hedge relationship, changes in the fair value of the derivatives are recognized in earnings in the same period as the change in the fair value. Unrealized gains and losses due to changes in the fair value of other derivative financial instruments not in hedge relationship are included in noninterest income and noninterest expense, respectively.

The following tables present the balances of financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017, segregated by the level of the valuation inputs within the fair value hierarchy.

 

            Fair Value at June 30, 2018 Using  

Description

   Balance as of
June  30,
2018
     Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 

Assets

           

Available for sale securities:

           

U.S. Treasury securities and obligations of U.S. Government corporations and agencies

   $ 143,815      $ 0      $ 143,815      $ 0  

State and political subdivisions

     272,180        0        272,180        0  

Residential mortgage-backed securities

           

Agency

     890,129        0        890,129        0  

Non-agency

     4,794        0        4,794        0  

Commercial mortgage-backed securities

           

Agency

     501,403        0        501,403        0  

Asset-backed securities

     166,131        0        166,131        0  

Trust preferred collateralized debt obligations

     5,818        0        0        5,818  

 

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Table of Contents
            Fair Value at June 30, 2018 Using  

Description

   Balance as of
June  30,
2018
     Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 

Single issue trust preferred securities

     8,238        0        8,238        0  

Other corporate securities

     68,419        6,940        61,479        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total available for sale securities

     2,060,927        6,940        2,048,169        5,818  

Equity securities:

           

Financial services industry

     175        175        0        0  

Equity mutual funds (1)

     4,856        4,856        0        0  

Other equity securities

     4,633        4,633        0        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total equity securities

     9,664        9,664        0        0  

Loans held for sale

     282,439        0        0        282,439  

Derivative financial assets:

           

Interest rate swap contracts

     3,329        0        3,329        0  

Forward sales commitments

     112        0        112        0  

Interest rate lock commitments

     6,541        0        0        6,541  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative financial assets

     9,982        0        3,441        6,541  

Liabilities

           

Derivative financial liabilities:

           

TBA mortgage-backed securities

     1,422        0        1,422        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative financial liabilities

     1,422        0        1,422        0  

 

(1)

The equity mutual funds are within a rabbi trust for the payment of benefits under a deferred compensation plan for certain key

officers of United and its subsidiaries.

 

            Fair Value at December 31, 2017 Using  

Description

   Balance as of
December 31,
2017
     Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 

Assets

           

Available for sale debt securities:

           

U.S. Treasury securities and obligations of U.S. Government corporations and agencies

   $ 114,758      $ 0      $ 114,758      $ 0  

State and political subdivisions

     303,869        0        303,869        0  

Residential mortgage-backed securities

           

Agency

     814,593        0        814,593        0  

Non-agency

     5,512        0        5,512        0  

Commercial mortgage-backed securities Agency

     454,857        0        454,857        0  

Asset-backed securities

     109,970        0        109,970        0  

Trust preferred collateralized debt obligations

     34,269        0        0        34,269  

Single issue trust preferred securities

     12,560        0        12,560        0  

Other corporate securities

     28,490        0        28,490        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total available for sale debt securities

     1,878,878        0        1,844,609        34,269  

Available for sale equity securities:

           

Financial services industry

     3,545        331        3,214        0  

Equity mutual funds (1)

     6,332        6,332        0        0  

 

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Table of Contents
            Fair Value at December 31, 2017 Using  

Description

   Balance as of
December 31,
2017
     Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 

Other equity securities

     1        1        0        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total available for sale equity securities

     9,878        6,664        3,214        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total available for sale securities

     1,888,756        6,664        1,847,823        34,269  

Loans held for sale

     263,308        0        0        263,308  

Derivative financial assets:

           

Interest rate swap contracts

     538        0        538        0  

Interest rate lock commitments

     4,561        0        2        4,559  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative financial assets

     5,099        0        540        4,559  

Liabilities

           

Derivative financial liabilities:

           

Interest rate swap contracts

     165        0        165        0  

TBA mortgage-backed securities

     312        0        312        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative financial liabilities

     477        0        477        0  

 

(1)

The equity mutual funds are within a rabbi trust for the payment of benefits under a deferred compensation plan for certain key officers of United and its subsidiaries.

There were no transfers between Level 1 and Level 2 for financial assets and liabilities measured at fair value on a recurring basis during the six months ended June 30, 2018 and the year ended December 31, 2017.

The following table presents additional information about financial assets and liabilities measured at fair value at June 30, 2018 and December 31, 2017 on a recurring basis and for which United has utilized Level 3 inputs to determine fair value:

 

     Available-for-sale
Securities
 
     Trust preferred
collateralized debt obligations
 
     June 30,
2018
    December 31,
2017
 

Balance, beginning of period

   $ 34,269     $ 33,552  

Total gains or losses (realized/unrealized):

    

Included in earnings (or changes in net assets)

     28       9  

Included in other comprehensive income

     821       8,757  

Purchases, issuances, and settlements

     0       0  

Sales

     (29,300     (8,049

Transfers in and/or out of Level 3

     0       0  
  

 

 

   

 

 

 

Balance, end of period

   $ 5,818     $ 34,269  
  

 

 

   

 

 

 

The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at reporting date

   $ 0     $ 0  

 

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Table of Contents
     Loans held for sale  
     June 30,
2018
    December 31,
2017
 

Balance, beginning of period

   $ 263,308     $ 0  

Acquired in Cardinal merger

     0       271,301  

Originations

     1,448,225       2,333,927  

Sales

     (1,440,029     (2,408,945

Total gains or losses during the period recognized in earnings

     38,351       58,132  

Transfers in and/or out of Level 3

     (27,416     8,893  
  

 

 

   

 

 

 

Balance, end of period

   $ 282,439     $ 263,308  
  

 

 

   

 

 

 

The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at reporting date

   $ 0     $ 0  

 

     Derivative Financial  Assets
Interest Rate Lock Commitments
 
     June 30,
2018
     December 31,
2017
 

Balance, beginning of period

   $ 4,559      $ 0  

Acquired in Cardinal merger

     0        10,393  

Transfers other

     1,982        (5,834
  

 

 

    

 

 

 

Balance, end of period

   $ 6,541      $ 4,559  
  

 

 

    

 

 

 

The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at reporting date

   $ 0      $ 0  

Certain financial assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.

Fair Value Option

United elected the fair value option for the loans held for sale in its mortgage banking segment to mitigate a divergence between accounting losses and economic exposure.

The following table reflects the change in fair value included in earnings of financial instruments for which the fair value option has been elected:

 

Description

  Three Months Ended
June  30, 2018
    Three Months Ended
June  30, 2017
 

Assets

   

Loans held for sale

   

Income from mortgage banking activities

  $ 3,929     $ (2,439

Description

  Six Months Ended
June 30, 2018
    Six Months Ended
June 30, 2017
 

Assets

   

Loans held for sale

   

Income from mortgage banking activities

  $ 3,092     $ (2,439

 

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The following table reflects the difference between the aggregate fair value and the remaining contractual principal outstanding for financial instruments for which the fair value option has been elected:

 

     June 30, 2018      December 31, 2017  

Description

   Unpaid
Principal
Balance
     Fair Value      Fair Value
Over/(Under)
Unpaid
Principal
Balance
     Unpaid
Principal
Balance
     Fair Value      Fair Value
Over/(Under)
Unpaid
Principal
Balance
 

Assets

                 

Loans held for sale

   $ 275,693      $ 282,439      $ 6,746      $ 257,674      $ 263,308      $ 5,634  

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The following describes the valuation techniques used by United to measure certain financial assets recorded at fair value on a nonrecurring basis in the financial statements.

Loans held for sale: Loans held for sale within the community banking segment that are delivered on a best efforts basis are carried at the lower of cost or fair value. The fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, United records any fair value adjustments for these loans held for sale on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during the six months ended June 30, 2018. Gains and losses on sale of loans are recorded within income from mortgage banking activities on the Consolidated Statements of Income.

Impaired Loans: Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. Impairment is measured based upon the present value of expected future cash flows from the loan discounted at the loan’s effective rate and the loan’s observable market price or the fair value of collateral, if the loan is collateral dependent. Fair value is measured using a market approach based on the value of the collateral securing the loans. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing an appraisal conducted by an independent, licensed appraiser outside of the Company using comparable property sales (Level 2). However, if the collateral is a house or building in the process of construction or if an appraisal of the real estate property is over two years old, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business’ financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). For impaired loans, a specific reserve is established through the Allowance for Loan Losses, if necessary, by estimating the fair value of the underlying collateral on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for credit losses expense on the Consolidated Statements of Income.

OREO: OREO consists of real estate acquired in foreclosure or other settlement of loans. Such assets are carried on the balance sheet at the lower of the investment in the assets or the fair value of the assets less estimated selling costs. Fair value is determined by one of two market approach methods depending on whether the property has been vacated and an appraisal can be conducted. If the property has yet to be vacated and thus an appraisal cannot be performed, a Brokers Price Opinion (i.e. BPO), is obtained. A BPO represents a best estimate valuation performed by a realtor based on knowledge of current property values and a visual examination of the exterior condition of the property. Once the property is subsequently vacated, a formal appraisal is obtained and the recorded asset value appropriately adjusted. On the other hand, if the OREO property has been vacated and an appraisal can be conducted, the fair value of the property is determined based upon the appraisal using a market approach. An authorized independent appraiser conducts appraisals for United. Appraisals for property other than ongoing construction are based on consideration of

 

47


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comparable property sales (Level 2). In contrast, valuation of ongoing construction assets requires some degree of professional judgment. In conducting an appraisal for ongoing construction property, the appraiser develops two appraised amounts: an “as is” appraised value and a “completed” value. Based on professional judgment and their knowledge of the particular situation, management determines the appropriate fair value to be utilized for such property (Level 3). As a matter of policy, valuations are reviewed at least annually and appraisals are generally updated on a bi-annual basis with values lowered as necessary.

Intangible Assets: For United, intangible assets consist of goodwill and core deposit intangibles. Goodwill is tested for impairment at least annually or sooner if indicators of impairment exist. Goodwill impairment would be defined as the difference between the recorded value of goodwill (i.e. book value) and the implied fair value of goodwill. In determining the implied fair value of goodwill for purposes of evaluating goodwill impairment, United determines the fair value of the reporting unit using a market approach and compares the fair value to its carrying value. If the carrying value exceeds the fair value, a step two test is performed whereby the implied fair value is computed by deducting the fair value of all tangible and intangible net assets from the fair value of the reporting unit. Core deposit intangibles relate to the estimated value of the deposit base of acquired institutions. Management reviews core deposit intangible assets on an annual basis, or sooner if indicators of impairment exist, and evaluates changes in facts and circumstances that may indicate impairment in the carrying value. No other fair value measurement of intangible assets was made during the first six months of 2018 and 2017.

The following table summarizes United’s financial assets that were measured at fair value on a nonrecurring basis during the period:

 

             Carrying value at June 30, 2018         

Description

   Balance as of
June  30,
2018
     Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
     YTD
Losses
 

Assets

              

Loans held for sale

   $ 2,755      $ 0      $ 2,755      $ 0      $ 0  

Impaired Loans

     73,997        0        65,174        8,823        1,581  

OREO

     21,926        0        21,747        179        825  
             Carrying value at December 31, 2017         

Description

   Balance as of
December 31,
2017
     Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
     YTD
Losses
 

Assets

              

Loans held for sale

   $ 2,647      $ 0      $ 2,647      $ 0      $ 14  

Impaired Loans

     88,637        0        70,950        17,687        12,291  

OREO

     24,348        0        24,151        197        4,200  

 

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Table of Contents

Fair Value of Other Financial Instruments

The following methods and assumptions were used by United in estimating its fair value disclosures for other financial instruments:

Cash and Cash Equivalents: The carrying amounts reported in the balance sheet for cash and cash equivalents approximate those assets’ fair values.

Securities held to maturity and other securities: The estimated fair values of securities held to maturity are based on quoted market prices, where available. If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that considers observable market data. Any securities held to maturity, not valued based upon the methods above, are valued based on a discounted cash flow methodology using appropriately adjusted discount rates reflecting nonperformance and liquidity risks. Other securities consist mainly of shares of Federal Home Loan Bank and Federal Reserve Bank stock that do not have readily determinable fair values and are carried at cost.

Loans: For June 30, 2018, fair values of loans are estimated on an exit price basis incorporating discounts for credit, liquidity and marketability factors. This is not comparable with the fair values disclosed for December 31, 2017, which were based on an entrance price basis. For that date, the fair values of certain mortgage loans (e.g., one-to-four family residential), credit card loans, and other consumer loans were based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. The fair values of other loans (e.g., commercial real estate and rental property mortgage loans, commercial and industrial loans, financial institution loans and agricultural loans) were estimated using discounted cash flow analyses, using market interest rates being offered at that time for loans with similar terms to borrowers of similar creditworthiness, which included adjustments for liquidity concerns. For acquired impaired loans, fair value was assumed to equal United’s carrying value, which represented the present value of expected future principal and interest cash flows, as adjusted for any Allowance for Loan Losses recorded for these loans.

Deposits: The fair values of demand deposits (e.g., interest and noninterest checking, regular savings and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date. Fair values of fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Short-term Borrowings: The carrying amounts of federal funds purchased, borrowings under repurchase agreements and any other short-term borrowings approximate their fair values.

Long-term Borrowings: The fair values of United’s Federal Home Loan Bank borrowings and trust preferred securities are estimated using discounted cash flow analyses, based on United’s current incremental borrowing rates for similar types of borrowing arrangements.

 

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Table of Contents

Summary of Fair Values for All Financial Instruments

The estimated fair values of United’s financial instruments, including those measured at amortized cost on the balance sheet, are summarized below:

 

                   Fair Value Measurements  
     Carrying
Amount
     Fair Value      Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 

June 30, 2018

              

Cash and cash equivalents

   $ 1,092,926      $ 1,092,926      $ 0      $ 1,092,926      $ 0  

Securities available for sale

     2,060,927        2,060,927        6,940        2,048,169        5,818  

Securities held to maturity

     20,378        19,708        0        19,708        0  

Equity securities

     9,664        9,664        9,664        0        0  

Other securities

     175,334        166,568        0        0        166,568  

Loans held for sale

     285,194        285,194        0        2,755        282,439  

Loans

     13,439,494        12,582,256        0        0        12,582,256  

Derivative financial assets

     9,882        9,882        0        3,441        6,541  

Deposits

     13,830,766        13,789,447        0        13,789,447        0  

Short-term borrowings

     199,507        199,507        0        199,507        0  

Long-term borrowings

     1,794,641        1,767,186        0        1,767,186        0  

Derivative financial liabilities

     1,422        1,422        0        1,422        0  

December 31, 2017

              

Cash and cash equivalents

   $ 1,666,167      $ 1,666,167      $ 0      $ 1,666,167      $ 0  

Securities available for sale

     1,888,756        1,888,756        6,664        1,847,823        34,269  

Securities held to maturity

     20,428        20,018        0        16,998        3,020  

Other securities

     162,461        154,338        0        0        154,338  

Loans held for sale

     265,955        265,955        0        2,647        263,308  

Loans

     12,934,794        12,437,797        0        0        12,437,797  

Derivative financial assets

     5,099        5,099        0        540        4,559  

Deposits

     13,830,591        14,024,720        0        14,024,720        0  

Short-term borrowings

     477,587        477,587        0        477,587        0  

Long-term borrowings

     1,363,977        1,338,754        0        1,338,754        0  

Derivative financial liabilities

     477        477        0        477        0  

13. STOCK BASED COMPENSATION

On May 18, 2016, United’s shareholders approved the 2016 Long-Term Incentive Plan (2016 LTI Plan). The 2016 LTI Plan became effective as of May 18, 2016. An award granted under the 2016 LTI Plan may consist of any non-qualified stock options or incentive stock options, stock appreciation rights (SARs), restricted stock, restricted stock units, performance units or other-stock-based award. These awards all relate to the common stock of United. The maximum number of shares of United common stock which may be issued under the 2016 LTI Plan is 1,700,000. The 2016 LTI Plan will be administered by a board committee appointed by United’s Board of Directors (the Board). Unless otherwise determined by the Board, the Compensation Committee of the Board (the Committee) shall administer the 2016 LTI Plan. Any and all shares may be issued in respect of any of the types of Awards, provided that (1) the aggregate number of shares that may be issued in respect of restricted stock awards, and restricted stock unit awards which are settled in shares is 500,000, and (2) the aggregate number of shares that may be issued pursuant to stock options is 1,200,000. The shares to be offered under the 2016 LTI Plan may be authorized and unissued shares or treasury shares. The maximum number of options and SARs, in the aggregate, which may be awarded to any

 

50


Table of Contents

individual key employee during any calendar year is 100,000. The maximum number of stock options and SARs, in the aggregate, which may be awarded to any non-employee director during any calendar year is 10,000. The maximum number of shares of restricted stock or shares subject to a restricted stock units award that may be granted during any calendar year is 50,000 shares to any individual key employee and 5,000 shares to any individual non-employee director. Subject to certain change in control provisions, the 2016 LTI Plan provides that awards of restricted stock and restricted stock units will vest as the Committee determines in the award agreement, provided that no awards will vest sooner than 1/3 per year over the first three anniversaries of the award. Awards granted to executive officers of United typically will have performance based vesting conditions. A Form S-8 was filed on July 29, 2016 with the Securities and Exchange Commission to register all the shares which were available for the 2016 LTI Plan. During the first six months of 2018, a total of 276,192 non-qualified stock options and 97,004 shares of restricted stock were granted under the 2016 LTI Plan.

Compensation expense of $1,024 and $1,992 related to the nonvested awards under United’s Long-Term Incentive Plans was incurred for the second quarter and first six months of 2018, respectively, as compared to the compensation expense of $998 and $1,680 related to the nonvested awards under United’s Long-Term Incentive Plans incurred for the second quarter and first six months of 2017, respectively. Compensation expense was included in employee compensation in the unaudited Consolidated Statements of Income.

Stock Options

United currently has options outstanding from various option plans other than the 2016 LTI Plan (the Prior Plans); however, no common shares of United stock are available for grants under the Prior Plans as these plans have expired. Awards outstanding under the Prior Plans will remain in effect in accordance with their respective terms. The maximum term for options granted under the plans is ten (10) years.

A summary of activity under United’s stock option plans as of June 30, 2018, and the changes during the first six months of 2018 are presented below:

 

     Six Months Ended June 30, 2018  
                   Weighted Average  
     Shares      Aggregate
Intrinsic
Value
     Remaining
Contractual
Term (Yrs.)
     Exercise
Price
 

Outstanding at January 1, 2018

     1,558,438            $ 31.09  

Granted

     276,192              37.60  

Exercised

     (42,089            21.72  

Forfeited or expired

     (15,389            33.17  
  

 

 

          

 

 

 

Outstanding at June 30, 2018

     1,777,152      $ 9,902,605        6.0      $ 32.30  
  

 

 

    

 

 

    

 

 

    

 

 

 

Exercisable at June 30, 2018

     1,191,092      $ 9,780,319        4.6      $ 28.73  
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table summarizes the status of United’s nonvested stock option awards during the first six months of 2018:

 

     Shares      Weighted-Average
Grant Date Fair Value
Per Share
 

Nonvested at January 1, 2018

     507,871      $ 7.89  

Granted

     276,192        7.56  

Vested

     (187,815      7.53  

Forfeited or expired

     (10,188      7.61  
  

 

 

    

 

 

 

Nonvested at June 30, 2018

     586,060      $ 7.86  
  

 

 

    

 

 

 

During the six months ended June 30, 2018 and 2017, 42,089 and 126,808 shares, respectively, were issued in connection with stock option exercises. All shares issued in connection with stock option exercises for the six months ended June 30, 2018 and 2017 were issued from authorized and unissued stock. The total intrinsic value of options exercised under the Plans during the six months ended June 30, 2018 and 2017 was $630 and $2,501 respectively.

 

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Restricted Stock

Under the 2011 LTI Plan, United may award restricted common shares to key employees and non-employee directors. Restricted shares granted to participants have a four-year time-based vesting period. Recipients of restricted shares do not pay any consideration to United for the shares, have the right to vote all shares subject to such grant and receive all dividends with respect to such shares, whether or not the shares have vested. Presently, these nonvested participating securities have an immaterial impact on diluted earnings per share.

The following summarizes the changes to United’s restricted common shares for the period ended June 30, 2018:

 

     Number of
Shares
     Weighted-Average
Grant Date Fair Value
Per Share
 

Outstanding at January 1, 2018

     170,496      $ 40.05  

Granted

     97,004        37.60  

Vested

     (62,411      37.59  

Forfeited

     (2,853      37.97  
  

 

 

    

 

 

 

Outstanding at June 30, 2018

     202,236      $ 39.66  
  

 

 

    

 

 

 

14. EMPLOYEE BENEFIT PLANS

United has a defined benefit retirement plan covering a majority of all employees. Pension benefits are based on years of service and the average of the employee’s highest five consecutive plan years of basic compensation paid during the ten plan years preceding the date of determination. Contributions are intended to provide not only for benefits attributed to service to date, but also for those expected to be earned in the future. During the first quarter of 2018, United made a discretionary contribution of $7,000 to the Plan.

In September of 2007, after a recommendation by United’s Pension Committee and approval by United’s Board of Directors, the United Bankshares, Inc. Pension Plan (the Plan) was amended to change the participation rules. The decision to change the participation rules for the Plan followed current industry trends, as many large and medium size companies had taken similar steps. The amendment provides that employees hired on or after October 1, 2007, will not be eligible to participate in the Plan. However, new employees will be eligible to participate in United’s Savings and Stock Investment 401(k) plan. This change had no impact on current employees hired prior to October 1, 2007 as they will continue to participate in the Plan, with no change in benefit provisions, and will continue to be eligible to participate in United’s Savings and Stock Investment 401(k) plan.

Included in accumulated other comprehensive income at December 31, 2017 are unrecognized actuarial losses of $56,222 ($35,420 net of tax) that have not yet been recognized in net periodic pension cost. The amortization of this item expected to be recognized in net periodic pension cost during the fiscal year ended December 31, 2018 is $4,653 ($2,932 net of tax).

 

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Net periodic pension cost for the three and six months ended June 30, 2018 and 2017 included the following components:

 

     Three Months Ended
June 30
    Six Months Ended
June 30
 
     2018     2017     2018     2017  

Service cost

   $ 666     $ 569     $ 1,324     $ 1,131  

Interest cost

     1,308       1,279       2,603       2,544  

Expected return on plan assets

     (2,551     (2,049     (5,073     (4,076

Recognized net actuarial loss

     1,162       1,100       2,311       2,187  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic pension (benefit) cost

   $ 585     $ 899     $ 1,165     $ 1,786  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-Average Assumptions:

        

Discount rate

     3.83     4.49     3.83     4.49

Expected return on assets

     7.00     7.00     7.00     7.00

Rate of compensation increase (prior to age 45)

     3.50     3.50     3.50     3.50

Rate of compensation increase

     3.00     3.00     3.00     3.00

15. INCOME TAXES

United records a liability for uncertain income tax positions based on a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken on a tax return, in order for those tax positions to be recognized in the financial statements.

As of June 30, 2018 and 2017, the total amount of accrued interest related to uncertain tax positions was $721 and $609, respectively. United accounts for interest and penalties related to uncertain tax positions as part of its provision for federal and state income taxes.

United is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ended December 31, 2014, 2015 and 2016 and certain State Taxing authorities for the years ended December 31, 2014 through 2016.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The Tax Act lowered the Federal corporate tax rate from 35% to 21% effective January 1, 2018 and made numerous other tax law changes. U.S. generally accepted accounting principles (GAAP) requires companies to recognize the effect of tax law changes in the period of enactment. As a result of the Tax Act, United was required to remeasure deferred tax assets and liabilities at the new tax rate and as a result, recorded deferred tax expense of $37,732 in the fourth quarter of 2017. Reasonable estimates were made based on the Company’s analysis of the Tax Act. This provisional amount may be adjusted in future periods during 2018 when additional information is obtained as provided for under Staff Accounting Bulletin 118 (“SAB 118”). Additional information that may affect our provisional amount would include further clarification and guidance on how the IRS will implement tax reform, further clarification and guidance on how state taxing authorities will implement tax reform and the related effect on the Company’s state income tax returns, completion of United’s 2017 tax return filings, and the potential for additional guidance from the SEC or the FASB related to the Tax Act. Management continues to evaluate other potential impacts of the Tax Act. The Company did not identify items for which the income tax effects of the Tax Act have not been completed and a reasonable estimate could not be determined as of June 30, 2018.

United’s effective tax rate was 22.50% and 22.49% for the second quarter and first six months of 2018 and 34.25% for both the second quarter and first six months of 2017. The lower effective tax rate for the second quarter and first six months of 2018 was due mainly to the Tax Act.

 

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16. COMPREHENSIVE INCOME

The components of total comprehensive income for the three and six months ended June 30, 2018 and 2017 are as follows:

 

     Three Months Ended     Six Months Ended  
     June 30     June 30  
     2018     2017     2018     2017  

Net Income

   $ 66,274     $ 37,059     $ 127,980     $ 75,868  

Available for sale (“AFS”) securities:

        

AFS securities with OTTI charges during the period

     0       (16     0       (60

Related income tax effect

     0       6       0       22  

Less: OTTI charges recognized in net income

     0       16       0       60  

Related income tax benefit

     0       (6     0       (22

Reclassification of previous noncredit OTTI to credit OTTI

     0       0       0       0  

Related income tax benefit

     0       (0     0       (0
  

 

 

   

 

 

   

 

 

   

 

 

 

Net unrealized (losses) gains on AFS securities with OTTI

     0       0       0       0  

AFS securities – all other:

        

Change in net unrealized gain on AFS securities arising during the period

     (10,684     5,686       (32,701     11,262  

Related income tax effect

     4,162       (2,104     9,292       (4,167

Net reclassification adjustment for (gains) losses included in net income

     27       (763     176       (977

Related income tax expense (benefit)

     (6     282       (41     361  
  

 

 

   

 

 

   

 

 

   

 

 

 
     (6,501     3,101       (23,274     6,479  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net effect of AFS securities on other comprehensive income

     (6,501     3,101       (23,274     6,479  

Held to maturity (“HTM”) securities:

        

Accretion on the unrealized loss for securities transferred from AFS to the HTM investment portfolio prior to call or maturity

     2       2       4       4  

Related income tax expense

     (1     (1     (2     (2
  

 

 

   

 

 

   

 

 

   

 

 

 

Net effect of HTM securities on other comprehensive income

     1       1       2       2  

Pension plan:

        

Recognized net actuarial loss

     1,162       1,100       2,311       2,187  

Related income tax benefit

     (110     (405     (526     (797
  

 

 

   

 

 

   

 

 

   

 

 

 

Net effect of change in pension plan asset on other comprehensive income

     1,052       695       1,785       1,390  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total change in other comprehensive income

     (5,448     3,797       (21,487     7,871  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Comprehensive Income

   $ 60,826     $ 40,856     $ 106,493     $ 83,739  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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The components of accumulated other comprehensive income for the six months ended June 30, 2018 are as follows:

 

Changes in Accumulated Other Comprehensive Income (AOCI) by Component (a)
For the Six Months Ended June 30, 2018

 

      Unrealized
Gains/Losses
on AFS
Securities
    Accretion on
the unrealized
loss for
securities
transferred
from AFS to
the HTM
    Defined
Benefit
Pension

Items
    Total  

Balance at January 1, 2018

   ($ 6,204   ($ 46   ($ 35,775   ($ 42,025

Cumulative effect of adopting Accounting Standard Update 2016-01

     (136     0       0       (136

Reclass due to adopting Accounting Standard Update 2018-02

     (1,632     0       (4,721     (6,353

Other comprehensive income before reclassification

     (23,409     2       0       (23,407

Amounts reclassified from accumulated other comprehensive income

     135       0       1,785       1,920  

Net current-period other comprehensive income, net of tax

     (23,274     2       1,785       (21,487
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2018

   ($ 31,246   ($ 44   ($ 38,711   ($ 70,001
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

All amounts are net-of-tax.

 

Reclassifications out of Accumulated Other Comprehensive Income (AOCI)
For the Six Months Ended June 30, 2018

 

 

Details about AOCI Components

   Amount
Reclassified
from AOCI
   

Affected Line Item in the Statement Where

Net Income is Presented

Available for sale (“AFS”) securities:

    

Reclassification of previous noncredit OTTI
to credit OTTI

   $ 0     Net investment securities (losses) gains

Net reclassification adjustment for losses
(gains) included in net income

     176     Net investment securities (losses) gains
  

 

 

   
     176     Total before tax

Related income tax effect

     (41   Tax expense
  

 

 

   
     135     Net of tax

Pension plan:

    

Recognized net actuarial loss

     2,311 (a)   
  

 

 

   
     2,311     Total before tax

Related income tax effect

     (526   Tax expense
  

 

 

   
     1,785     Net of tax
  

 

 

   

Total reclassifications for the period

   $ 1,920    
  

 

 

   

 

(a)

This AOCI component is included in the computation of net periodic pension cost (see Note 14, Employee Benefit Plans)

 

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17. EARNINGS PER SHARE

The reconciliation of the numerator and denominator of basic earnings per share with that of diluted earnings per share is presented as follows:

 

     Three Months Ended      Six Months Ended  
     June 30      June 30  
     2018      2017      2018      2017  

Distributed earnings allocated to common stock

   $ 35,516      $ 34,562      $ 71,195      $ 61,284  

Undistributed earnings allocated to common stock

     30,637        2,440        56,557        14,454  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net earnings allocated to common shareholders

   $ 66,153      $ 37,002      $ 127,752      $ 75,738  
  

 

 

    

 

 

    

 

 

    

 

 

 

Average common shares outstanding

     104,682,910        99,197,807        104,770,681        90,100,627  

Equivalents from stock options

     269,878        422,238        287,333        469,662  
  

 

 

    

 

 

    

 

 

    

 

 

 

Average diluted shares outstanding

     104,952,788        99,620,045        105,058,014        90,570,289  
  

 

 

    

 

 

    

 

 

    

 

 

 

Earnings per basic common share

   $ 0.63      $ 0.37      $ 1.22      $ 0.84  

Earnings per diluted common share

   $ 0.63      $ 0.37      $ 1.22      $ 0.84  

18. VARIABLE INTEREST ENTITIES

Variable interest entities (VIEs) are entities that either have a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to make significant decisions, through voting rights, right to receive the expected residual returns of the entity, and obligation to absorb the expected losses of the entity). VIEs can be structured as corporations, trusts, partnerships, or other legal entities. United’s business practices include relationships with certain VIEs. For United, the business purpose of these relationships primarily consists of funding activities in the form of issuing trust preferred securities.

United currently sponsors fourteen statutory business trusts that were created for the purpose of raising funds that originally qualified for Tier I regulatory capital. As previously discussed, with the acquisition of Cardinal, these trusts now are considered Tier II regulatory capital. These trusts, of which several were acquired through bank acquisitions, issued or participated in pools of trust preferred capital securities to third-party investors with the proceeds invested in junior subordinated debt securities of United. The Company, through a small capital contribution, owns 100% of the voting equity shares of each trust. The assets, liabilities, operations, and cash flows of each trust are solely related to the issuance, administration, and repayment of the preferred equity securities held by third-party investors. United fully and unconditionally guarantees the obligations of each trust and is obligated to redeem the junior subordinated debentures upon maturity.

United does not consolidate these trusts as it is not the primary beneficiary of these entities because United’s wholly owned and indirect wholly owned statutory trust subsidiaries do not have a controlling financial interest in the VIEs. A controlling financial interest is present when an enterprise has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE.

Information related to United’s statutory trusts is presented in the table below:

 

Description

  

Issuance Date

   Amount of
Capital
Securities Issued
    

Interest Rate

  

Maturity Date

United Statutory Trust III

   December 17, 2003    $ 20,000      3-month LIBOR + 2.85%    December 17, 2033

United Statutory Trust IV

   December 19, 2003    $ 25,000      3-month LIBOR + 2.85%    January 23, 2034

United Statutory Trust V

   July 12, 2007    $ 50,000      3-month LIBOR + 1.55%    October 1, 2037

United Statutory Trust VI

   September 20, 2007    $ 30,000      3-month LIBOR + 1.30%    December 15, 2037

Premier Statutory Trust II

   September 25, 2003    $ 6,000      3-month LIBOR + 3.10%    October 8, 2033

Premier Statutory Trust III

   May 16, 2005    $ 8,000      3-month LIBOR + 1.74%    June 15, 2035

Premier Statutory Trust IV

   June 20, 2006    $ 14,000      3-month LIBOR + 1.55%    September 23, 2036

Premier Statutory Trust V

   December 14, 2006    $ 10,000      3-month LIBOR + 1.61%    March 1, 2037

Centra Statutory Trust I

   September 20, 2004    $ 10,000      3-month LIBOR + 2.29%    September 20, 2034

Centra Statutory Trust II

   June 15, 2006    $ 10,000      3-month LIBOR + 1.65%    July 7, 2036

Virginia Commerce Trust II

   December 19, 2002    $ 15,000      6-month LIBOR + 3.30%    December 19, 2032

Virginia Commerce Trust III

   December 20, 2005    $ 25,000      3-month LIBOR + 1.42%    February 23, 2036

Cardinal Statutory Trust I

   July 27, 2004    $ 20,000      3-month LIBOR + 2.40%    September 15, 2034

UFBC Capital Trust I

   December 30, 2004    $ 5,000      3-month LIBOR + 2.10%    March 15, 2035

 

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United, through its banking subsidiary, also makes limited partner equity investments in various low income housing and community development partnerships sponsored by independent third-parties. United invests in these partnerships to either realize tax credits on its consolidated federal income tax return or for purposes of earning a return on its investment. These partnerships are considered VIEs as the limited partners lack a controlling financial interest in the entities through their inability to make decisions that have a significant effect on the operations and success of the partnerships. United’s limited partner interests in these entities is immaterial, however; these partnerships are not consolidated as United is not deemed to be the primary beneficiary.

The following table summarizes quantitative information about United’s significant involvement in unconsolidated VIEs:

 

     As of June 30, 2018      As of December 31, 2017  
     Aggregate
Assets
     Aggregate
Liabilities
     Risk Of
Loss (1)
     Aggregate
Assets
     Aggregate
Liabilities
     Risk Of
Loss (1)
 

Trust preferred securities

   $ 257,518      $ 248,629      $ 8,889      $ 266,669      $ 257,674      $ 8,995  

19. SEGMENT INFORMATION

As a result of the Cardinal acquisition in April 2017, United now operates in two business segments: community banking and mortgage banking. Prior to the Cardinal acquisition, United’s business activities were confined to just one reportable segment of community banking.

Through its community banking segment, United offers a full range of products and services through various delivery channels. In particular, the community banking segment includes both commercial and consumer lending and provides customers with such products as commercial loans, real estate loans, business financing and consumer loans. In addition, this segment provides customers with several choices of deposit products including demand deposit accounts, savings accounts and certificates of deposit as well as investment and financial advisory services to businesses and individuals, including financial planning, retirement/estate planning, and investment management. The mortgage banking segment engages primarily in the origination and acquisition of residential mortgages for sale into the secondary market though George Mason.

The community banking segment provides the mortgage banking segment (George Mason) with short-term funds to originate mortgage loans through a warehouse line of credit and charges the mortgage banking segment interest based on a LIBOR rate. In addition, the mortgage banking segment (George Mason) originates mortgage loans which are sold to the community banking segment for its loan portfolio. These intersegment transactions are eliminated in the consolidation process.

The Company does not have any operating segments other than those reported. The “Other” category consists of financial information not directly attributable to a specific segment, including interest income from investments and net securities gains or losses of parent companies and their non-banking subsidiaries, interest expense related to subordinated notes of unconsolidated subsidiaries as well as the elimination of non-segment related intercompany transactions such as management fees. The “Other” represents an overhead function rather than an operating segment.

 

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Information about the reportable segments and reconciliation of this information to the consolidated financial statements at and for the three and six months ended June 30, 2018 and 2017 is as follows:

 

     At and For the Three Months Ended June 30, 2018  
     Community
Banking
     Mortgage
Banking
     Other     Intersegment
Eliminations
    Consolidated  

Net interest income

   $ 149,448      $ 264      $ (3,032   $ 2,442     $ 149,122  

Provision for loans losses

     6,204        0        0       0       6,204  

Other income

     17,465        23,468        68       (4,994     36,007  

Other expense

     76,495        21,225        (1,758     (2,552     93,410  

Income taxes

     18,948        564        (271     0       19,241  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 65,266      $ 1,943      $ (935   $ 0     $ 66,274  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Total assets (liabilities)

   $ 19,112,133      $ 388,292      $ 10,895     $ (303,717   $ 19,207,603  

Average assets (liabilities)

     18,658,168        335,781        6,776       (288,341     18,712,384  

 

     At and For the Three Months Ended June 30, 2017  
     Community
Banking
     Mortgage
Banking
    Other     Intersegment
Eliminations
    Consolidated  

Net interest income

   $ 138,498      $ 90     $ (2,343   $ 0     $ 136,245  

Provision for loans losses

     8,251        0       0       0       8,251  

Other income

     18,223        22,393       (110     0       40,506  

Other expense

     78,631        18,708       14,798       0       112,137  

Income taxes

     23,920        1,293       (5,909     0       19,304  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 45,919      $ 2,482     $ (11,342   $ 0     $ 37,059  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total assets (liabilities)

   $ 18,984,921      $ 382,086     $ (4,807   $ (326,600   $ 19,035,600  

Average assets (liabilities)

     18,070,305        236,074       (20,180     (103,184     18,183,015  
     At and For the Six Months Ended June 30, 2018  
     Community
Banking
     Mortgage
Banking
    Other     Intersegment
Eliminations
    Consolidated  

Net interest income

   $ 295,070      $ 640     $ (5,626   $ 3,081     $ 293,165  

Provision for loans losses

     11,382        0       0       0       11,382  

Other income

     35,235        38,351       (754     (5,633     67,199  

Other expense

     148,986        39,609       (2,181     (2,552     183,862  

Income taxes

     38,224        (139     (945     0       37,140  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 131,713      $ (479   $ (3,254   $ 0     $ 127,980  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total assets (liabilities)

   $ 19,112,133      $ 388,292     $ 10,895     $ (303,717   $ 19,207,603  

Average assets (liabilities)

     18,583,975        274,211       9,231       (238,796     18,628,621  
     At and For the Six Months Ended June 30, 2017  
     Community
Banking
     Mortgage
Banking
    Other     Intersegment
Eliminations
    Consolidated  

Net interest income

   $ 248,158      $ 90     $ (4,383   $ 0     $ 243,865  

Provision for loans losses

     14,150        0       0       0       14,150  

Other income

     35,036        22,393       3,223       0       60,652  

Other expense

     141,383        18,708       14,888       0       174,979  

Income taxes

     43,724        1,293       (5,497     0       39,520  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 83,937      $ 2,482     $ (10,551   $ 0     $ 75,868  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total assets (liabilities)

   $ 18,984,921      $ 382,086     $ (4,807   $ (326,600   $ 19,035,600  

Average assets (liabilities)

     16,415,261        118,689       (24,551     (205,235     16,304,164  

 

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Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

Congress passed the Private Securities Litigation Act of 1995 to encourage corporations to provide investors with information about the company’s anticipated future financial performance, goals, and strategies. The act provides a safe harbor for such disclosure, in other words, protection from unwarranted litigation if actual results are not the same as management expectations.

United desires to provide its shareholders with sound information about past performance and future trends. Consequently, any forward-looking statements contained in this report, in a report incorporated by reference to this report, or made by management of United in this report, in any other reports and filings, in press releases and in oral statements, involve numerous assumptions, risks and uncertainties. Actual results could differ materially from those contained in or implied by United’s statements for a variety of factors including, but not limited to: changes in economic conditions; business conditions in the banking industry; movements in interest rates; competitive pressures on product pricing and services; success and timing of business strategies; the nature and extent of governmental actions and reforms; and rapidly changing technology and evolving banking industry standards.

ACQUISITIONS

On April 21, 2017, United acquired 100% of the outstanding common stock of Cardinal Financial Corporation (“Cardinal”), headquartered in Tysons Corner, Virginia. The acquisition of Cardinal expands United’s existing footprint in the Washington, D.C. Metropolitan Statistical Area (“MSA”). Cardinal also operated George Mason Mortgage, LLC (“George Mason”), a residential mortgage lending company based in Fairfax, Virginia with offices located in Virginia, Maryland, North Carolina, South Carolina and the District of Columbia. As a result of the merger, George Mason became an indirectly-owned subsidiary of United. The Cardinal merger was accounted for under the acquisition method of accounting. At consummation, Cardinal had assets of $4.14 billion, portfolio loans of $3.31 billion and deposits of $3.34 billion.

The results of operations of Cardinal are included in the consolidated results of operations from their respective dates of acquisition. As a result of the Cardinal acquisition, the second quarter and first half of 2018 was impacted by increased levels of average balances, income, and expense as compared to the second quarter and first half of 2017. In addition, the second quarter and first half of 2017 included $23.22 million and $24.45 million, respectively, of merger-related expenses from the Cardinal acquisition.

INTRODUCTION

The following discussion and analysis presents the significant changes in financial condition and the results of operations of United and its subsidiaries for the periods indicated below. This discussion and the unaudited consolidated financial statements and the notes to unaudited Consolidated Financial Statements include the accounts of United Bankshares, Inc. and its wholly-owned subsidiaries, unless otherwise indicated. Management has evaluated all significant events and transactions that occurred after June 30, 2018, but prior to the date these financial statements were issued, for potential recognition or disclosure required in these financial statements.

This discussion and analysis should be read in conjunction with the unaudited Consolidated Financial Statements and accompanying notes thereto, which are included elsewhere in this document.

USE OF NON-GAAP FINANCIAL MEASURES

This discussion and analysis contains a certain financial measure that is not recognized under GAAP. Under SEC Regulation G, public companies making disclosures containing financial measures that are not in accordance with GAAP must also disclose, along with each “non-GAAP” financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure, as well as a statement of the company’s reasons for utilizing the non-GAAP financial measure.

Generally, United has presented this non-GAAP financial measure because it believes that this measure provides meaningful additional information to assist in the evaluation of United’s results of operations or financial position. Presentation of this non-GAAP financial measure is consistent with how United’s management evaluates its performance internally and this non-GAAP financial measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the banking industry. Specifically, this discussion contains certain references to a financial measure identified as tax-equivalent net interest income. Management believes this non-GAAP financial measure, if significant, to be helpful in understanding United’s results of operations or financial position. However, this non-GAAP information should be considered supplemental in nature and not as a substitute for related financial information prepared in accordance with GAAP.

 

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Where the non-GAAP financial measure is used, the comparable GAAP financial measure, as well as reconciliation to that comparable GAAP financial measure, as well as a statement of the company’s reasons for utilizing the non-GAAP financial measure, can be found within this discussion and analysis. Investors should recognize that United’s presentation of this non-GAAP financial measure might not be comparable to a similarly titled measure at other companies.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The accounting and reporting policies of United conform with U.S. generally accepted accounting principles. In preparing the consolidated financial statements, management is required to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions and judgments, which are reviewed with the Audit Committee of the Board of Directors, are based on information available as of the date of the financial statements. Actual results could differ from these estimates. These policies, along with the disclosures presented in the financial statement notes and in this financial review, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the determination of the allowance for credit losses, the valuation of investment securities and the related other-than-temporary impairment analysis, the accounting for acquired loans and the calculation of the income tax provision to be the accounting areas that require the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available.

Allowance for Credit Losses

As explained in Note 6, Allowance for Credit Losses to the unaudited Consolidated Financial Statements, the allowance for loan losses represents management’s estimate of the probable credit losses inherent in the lending portfolio. Determining the allowance for loan losses requires management to make estimates of losses that are highly uncertain and require a high degree of judgment. At June 30, 2018, the allowance for loan losses was $77.14 million and is subject to periodic adjustment based on management’s assessment of current probable losses in the loan portfolio. Such adjustment from period to period can have a significant impact on United’s consolidated financial statements. To illustrate the potential effect on the financial statements of our estimates of the allowance for loan losses, a 10% increase in the allowance for loan losses would have required $7.71 million in additional allowance (funded by additional provision for credit losses), which would have negatively impacted the second quarter of 2018 net income by approximately $6.09 million, after-tax or $0.06 diluted per common share. Management’s evaluation of the adequacy of the allowance for loan losses and the appropriate provision for loan losses is based upon a quarterly evaluation of the loan portfolio. This evaluation is inherently subjective and requires significant estimates, including estimates related to the amounts and timing of future cash flows, value of collateral, losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends, all of which are susceptible to constant and significant change. The allowance allocated to specific credits and loan pools grouped by similar risk characteristics is reviewed on a quarterly basis and adjusted as necessary based upon subsequent changes in circumstances. In determining the components of the allowance for loan losses, management considers the risk arising in part from, but not limited to, charge-off and delinquency trends, current economic and business conditions, lending policies and procedures, the size and risk characteristics of the loan portfolio, concentrations of credit, and other various factors. The methodology used to determine the allowance for loan losses is described in Note 6. A discussion of the factors leading to changes in the amount of the allowance for credit losses is included in the Provision for Credit Losses section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A). Additional information relating to United’s loans is included in Note 4, Loans to the unaudited Consolidated Financial Statements.

 

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Investment Securities

Accounting estimates are used in the presentation of the investment portfolio and these estimates impact the presentation of United’s financial condition and results of operations. United classifies its investments in debt as either held to maturity or available for sale and its equity securities as available for sale. Securities held to maturity are accounted for using historical costs, adjusted for amortization of premiums and accretion of discounts. Securities available for sale are accounted for at fair value, with the net unrealized gains and losses, net of income tax effects, presented as a separate component of shareholders’ equity. When available, fair values of securities are based on quoted prices or prices obtained from third party vendors. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data. Prices obtained from third party vendors that do not reflect forced liquidation or distressed sales are not adjusted by management. Where prices reflect forced liquidation or distressed sales, as is the case with United’s portfolio of trust preferred securities (Trup Cdos), management estimates fair value based on a discounted cash flow methodology using appropriately adjusted discount rates reflecting nonperformance and liquidity risks. Due to the subjective nature of this valuation process, it is possible that the actual fair values of these securities could differ from the estimated amounts, thereby affecting United’s financial position, results of operations and cash flows. The potential impact to United’s financial position, results of operations or cash flows for changes in the valuation process cannot be reasonably estimated.

If the estimated value of investments is less than the cost or amortized cost, the investment is considered impaired and management evaluates whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of the investment. If such an event or change has occurred, management must exercise judgment to determine the nature of the potential impairment (i.e., temporary or other-than-temporary) in order to apply the appropriate accounting treatment. If United intends to sell, or is more likely than not they will be required to sell an impaired debt security before recovery of its amortized cost basis less any current period credit loss, other-than-temporary impairment is recognized in earnings. The amount recognized in earnings is equal to the entire difference between the security’s amortized cost basis and its fair value at the balance sheet date. If United does not intend to sell, and is not more likely than not they will be required to sell the impaired debt security prior to recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment is separated into the following: 1) the amount representing the credit loss, which is recognized in earnings, and 2) the amount related to all other factors, which is recognized in other comprehensive income. For additional information on management’s consideration of investment valuation and other-than-temporary impairment, see Note 3, Investment Securities, and Note 12, Fair Value Measurements, to the unaudited consolidated financial statements.

Accounting for Acquired Loans

Loans acquired are initially recorded at their acquisition date fair values. The fair value of the acquired loans is based on the present value of the expected cash flows, including principal, interest and prepayments. Periodic principal and interest cash flows are adjusted for expected losses and prepayments, then discounted to determine the present value and summed to arrive at the estimated fair value. Fair value estimates involve assumptions and judgments as to credit risk, interest rate risk, prepayment risk, liquidity risk, default rates, loss severity, payment speeds, collateral values and discount rate.

Acquired loans are divided into loans with evidence of credit quality deterioration, which are accounted for under ASC Topic 310-30 (acquired impaired) and loans that do not meet this criteria, which are accounted for under ASC Topic 310-20 (acquired performing). Acquired impaired loans have experienced a deterioration of credit quality from origination to acquisition for which it is probable that United will be unable to collect all contractually required payments receivable, including both principal and interest. In the assessment of credit quality, numerous assumptions, interpretations and judgments must be made, based on internal and third-party credit quality information and ultimately the determination as to the probability that all contractual cash flows will not be able to be collected. This is a point in time assessment and inherently subjective due to the nature of the available information and judgment involved.

 

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Subsequent to the acquisition date, United continues to estimate the amount and timing of cash flows expected to be collected on acquired impaired loans. Increases in expected cash flows will generally result in a recovery of any previously recorded allowance for loan losses, to the extent applicable, and/or a reclassification from the nonaccretable difference to accretable yield, which will be recognized prospectively. The present value of any decreases in expected cash flows after the acquisition date will generally result in an impairment charge recorded as a provision for loan losses, resulting in an increase to the allowance for loan losses.

For acquired performing loans, the difference between the acquisition date fair value and the contractual amounts due at the acquisition date represents the fair value adjustment. Fair value adjustments may be discounts (or premiums) to a loan’s cost basis and are accreted (or amortized) to interest income over the loan’s remaining life using the level yield method. Subsequent to the acquisition date, the methods utilized to estimate the required allowance for loan losses for these loans is similar to originated loans.

See Note 2, Merger and Acquisitions, and Note 4, Loans, to the unaudited Consolidated Financial Statements for information regarding United’s acquired loans disclosures.

Income Taxes

United’s calculation of income tax provision is inherently complex due to the various different tax laws and jurisdictions in which we operate and requires management’s use of estimates and judgments in its determination. The current income tax liability also includes income tax expense related to our uncertain tax positions as required in ASC Topic 740, “Income Taxes.” Changes to the estimated accrued taxes can occur due to changes in tax rates, implementation of new business strategies, resolution of issues with taxing authorities and recently enacted statutory, judicial and regulatory guidance. These changes can be material to the Company’s operating results for any particular reporting period. The analysis of the income tax provision requires the assessments of the relative risks and merits of the appropriate tax treatment of transactions, filing positions, filing methods and taxable income calculations after considering statutes, regulations, judicial precedent and other information. United strives to keep abreast of changes in the tax laws and the issuance of regulations which may impact tax reporting and provisions for income tax expense. United is also subject to audit by federal and state authorities. Because the application of tax laws is subject to varying interpretations, results of these audits may produce indicated liabilities which differ from United’s estimates and provisions. United continually evaluates its exposure to possible tax assessments arising from audits and records its estimate of probable exposure based on current facts and circumstances. The potential impact to United’s operating results for any of the changes cannot be reasonably estimated. See Note 15, Income Taxes, to the unaudited Consolidated Financial Statements for information regarding United’s ASC Topic 740 disclosures.

Use of Fair Value Measurements

United determines the fair value of its financial instruments based on the fair value hierarchy established in ASC Topic 820, whereby the fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ASC Topic 820 establishes a three-level hierarchy for disclosure of assets and liabilities recorded at fair value. The classification of assets and liabilities within the hierarchy is based on whether the inputs in the methodology for determining fair value are observable or unobservable. Observable inputs reflect market-based information obtained from independent sources (Level 1 or Level 2), while unobservable inputs reflect management’s estimate of market data (Level 3). For assets and liabilities that are actively traded and have quoted prices or observable market data, a minimal amount of subjectivity concerning fair value is needed. Prices and values obtained from third party vendors that do not reflect forced liquidation or distressed sales are not adjusted by management. When quoted prices or observable market data are not available, management’s judgment is necessary to estimate fair value.

 

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At June 30, 2018, approximately 12.82% of total assets, or $2.46 billion, consisted of financial instruments recorded at fair value. Of this total, approximately 87.66% or $2.16 billion of these financial instruments used valuation methodologies involving observable market data, collectively Level 1 and Level 2 measurements, to determine fair value. Approximately $303.80 million or 12.34% of these financial instruments were valued using unobservable market information or Level 3 measurements. Most of these financial instruments valued using unobservable market information were pooled trust preferred investment securities classified as available-for-sale. At June 30, 2018, only $1.42 million or less than 1% of total liabilities were recorded at fair value. This entire amount was valued using methodologies involving observable market data. United does not believe that any changes in the unobservable inputs used to value the financial instruments mentioned above would have a material impact on United’s results of operations, liquidity, or capital resources. See Note 12, Fair Value Measurements, to the unaudited Consolidated Financial Statements for additional information regarding ASC Topic 820 and its impact on United’s financial statements.

Any material effect on the financial statements related to these critical accounting areas are further discussed in this MD&A.

FINANCIAL CONDITION

United’s total assets as of June 30, 2018 were $19.21 billion, which was relatively flat from December 31, 2017, increasing $148.64 million or less than 1% from December 31, 2017. The slight increase was mainly due to an increase of $505.21 million or 3.88% in portfolio loans. Investment securities increased $194.66 million or 9.40%. Loans held for sale increased $19.24 million or 7.23%. Cash and cash equivalents decreased $573.24 million or 34.40%. Other assets were relatively flat, increasing $3.83 million or less than 1%. Total liabilities were relatively flat, increasing $146.61 million or less than 1% from year-end 2017. Deposits were flat, increasing $175 thousand or less than 1%. Borrowings increased $152.58 million or 8.29% while accrued expenses and other liabilities decreased $6.40 million or 4.39%. Shareholders’ equity was relatively flat from December 31, 2017, increasing $2.04 million or less than 1%.

The following discussion explains in more detail the changes in financial condition by major category.

Cash and Cash Equivalents

Cash and cash equivalents at June 30, 2018 decreased $573.24 million or 34.40% from year-end 2017. Of this total decrease, cash and due from banks increased $34.22 million while interest-bearing deposits with other banks decreased $607.47 million or 41.36% as United used excess cash to mainly invest in securities and grow loans. Federal funds sold were flat. During the first six months of 2018, net cash of $98.50 million and $46.76 million was provided by operating activities and financing activities, respectively, while $718.50 million was used in investing activities. See the unaudited Consolidated Statements of Cash Flows for data on cash and cash equivalents provided and used in operating, investing and financing activities for the first six months of 2018 and 2017.

Securities

Total investment securities at June 30, 2018 increased $194.66 million or 9.40% from year-end 2017. Securities available for sale increased $172.17 million or 9.12%. This change in securities available for sale reflects $177.90 million in sales, maturities and calls of securities, $391.19 million in purchases, and a decrease of $30.50 million in market value. Securities held to maturity were flat, declining $50 thousand or less than 1% from year-end 2017 due to calls and maturities of securities. Equity securities, now carried at fair value, were $9.66 million at June 30, 2018. Other investment securities increased $12.87 million or 7.92% from year-end 2017 due mainly to the purchase of Federal Home Loan Bank (FHLB) stock.

 

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The following table summarizes the changes in the available for sale securities since year-end 2017:

 

     June 30      December 31               
(Dollars in thousands)    2018      2017      $ Change     % Change  

U.S. Treasury securities and obligations of U.S. Government corporations and agencies

   $ 143,815      $ 114,758      $ 29,057       25.32

State and political subdivisions

     272,180        303,869        (31,689     (10.43 %) 

Mortgage-backed securities

     1,396,326        1,274,962        121,364       9.52

Asset-backed securities

     166,131        109,970        56,161       51.07

Market equity securities

     0        9,878        (9,878     (100.00 %) 

Trust preferred collateralized debt obligations

     5,818        34,269        (28,451     (83.02 %) 

Single issue trust preferred securities

     8,238        12,560        (4,322     (34.41 %) 

Corporate securities

     68,419        28,490        39,929       140.15
  

 

 

    

 

 

    

 

 

   

 

 

 

Total available for sale securities, at fair value

   $ 2,060,927      $ 1,888,756      $ 172,171       9.12
  

 

 

    

 

 

    

 

 

   

 

 

 

The following table summarizes the changes in the held to maturity securities since year-end 2017:

 

     June 30      December 31               
(Dollars in thousands)    2018      2017      $ Change     % Change  

U.S. Treasury securities and obligations of U.S.
Government corporations and agencies

   $ 5,132      $ 5,187      $ (55     (1.06 %) 

State and political subdivisions

     5,798        5,797        1       0.02

Mortgage-backed securities

     21        23        (2     (8.70 %) 

Single issue trust preferred securities

     9,407        9,401        6       0.06

Other corporate securities

     20        20        0       0.00
  

 

 

    

 

 

    

 

 

   

 

 

 

Total held to maturity securities, at amortized cost

   $ 20,378      $ 20,428      $ (50     (0.24 %) 
  

 

 

    

 

 

    

 

 

   

 

 

 

At June 30, 2018, gross unrealized losses on available for sale securities were $45.56 million. Securities in an unrealized loss position at June 30, 2018 consisted primarily of state and political subdivision securities, and agency commercial and residential mortgage-backed securities. The state and political subdivisions securities relate to securities issued by various municipalities. The agency commercial and residential mortgage-backed securities relate to commercial and residential properties and provide a guaranty of full and timely payments of principal and interest by the issuing agency.

As of June 30, 2018, United’s mortgage-backed securities had an amortized cost of $1.43 billion, with an estimated fair value of $1.40 billion. The portfolio consisted primarily of $913.95 million in agency residential mortgage-backed securities with a fair value of $890.15 million, $4.31 million in non-agency residential mortgage-backed securities with an estimated fair value of $4.79 million, and $513.21 million in commercial agency mortgage-backed securities with an estimated fair value of $501.40 million.

As of June 30, 2018, United’s corporate securities had an amortized cost of $259.96 million, with an estimated fair value of $257.17 million. The portfolio consisted primarily of $6.18 million in Trup Cdos with a fair value of $5.82 million and $18.15 million in single issue trust preferred securities with an estimated fair value of $16.78 million. In addition to the trust preferred securities, the Company held positions in various other corporate securities, including asset-backed securities with an amortized cost of $166.36 million and a fair value of $166.13 million and other corporate securities, with an amortized cost of $69.28 million and a fair value of $68.44 million.

 

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The Trup Cdos consisted of pools of trust preferred securities issued by trusts related to financial institutions. During the first quarter of 2018, seven Trup Cdos were sold and one Trup Cdo was redeemed at par. As of June 30, 2018, all of the Trup Cdos were rated below investment grade. United’s single issue trust preferred securities had a fair value of $16.78 million as of June 30, 2018. Of the $16.78 million, $4.03 million or 24.02% were investment grade; $5.48 million or 32.66% were split rated; $2.29 million or 13.65% were below investment grade; and $4.98 million or 29.67% were unrated. The two largest exposures accounted for 71.05% of the $16.78 million. These included SunTrust Bank at $6.94 million and Emigrant Bank at $4.98 million. All single-issue trust preferred securities are currently receiving full scheduled principal and interest payments.

The following is a summary of available for sale single-issue trust preferred securities as of June 30, 2018:

 

Security

   Moodys      S&P      Fitch      Amortized Cost      Fair Value      Unrealized
Loss/
(Gain)
 
                          (Dollars in thousands)  

Emigrant Bank

     NR        NR        WD      $ 5,718      $ 4,980      $ 738  

M&T Bank

     NR        BBB-        BBB-        3,024        3,258        (234
           

 

 

    

 

 

    

 

 

 
            $ 8,742      $ 8,238      $ 504  
           

 

 

    

 

 

    

 

 

 

Additionally, the Company owns two single-issue trust preferred securities that are classified as held-to-maturity and include at least one rating below investment grade. These securities include SunTrust Bank (amortized cost balance of $7.43 million) and Royal Bank of Scotland (amortized cost balance of $976 thousand).

During the second quarter of 2018, United did not recognize any other-than-temporary impairment on any of its investment securities. Management does not believe that any individual security with an unrealized loss as of June 30, 2018 is other-than-temporarily impaired. United believes the decline in value resulted from changes in market interest rates, credit spreads and liquidity, not an adverse change in the expected contractual cash flows. Based on a review of each of the securities in the investment portfolio, management concluded that it was not probable that it would be unable to realize the cost basis investment and appropriate interest payments on such securities. United has the intent and the ability to hold these securities until such time as the value recovers or the securities mature. However, United acknowledges that any impaired securities may be sold in future periods in response to significant, unanticipated changes in asset/liability management decisions, unanticipated future market movements or business plan changes.

Further information regarding the amortized cost and estimated fair value of investment securities, including remaining maturities as well as a more detailed discussion of management’s other-than-temporary impairment analysis, is presented in Note 3 to the unaudited Notes to Consolidated Financial Statements.

Loans held for sale

Loans held for sale increased $19.24 million or 7.23%. Loan originations exceeded sales in the secondary market during the first six months of 2018. Loan originations for the first half of 2018 were $1.10 billion while loans sales were $1.05 billion. Loans held for sale were $285.19 million at June 30, 2018 as compared to $265.96 million at year-end 2017.

Portfolio Loans

Loans, net of unearned income, increased $505.21 million or 3.88% from year-end 2017. Since year-end 2017, commercial, financial and agricultural loans increased $200.01 million or 2.56% as commercial loans (not secured by real estate) increased $210.21 million while commercial real estate loans were relatively flat, decreasing $10.20 million or less than 1%. In addition, residential real estate loans increased $304.30 million or 10.16% and consumer loans increased $105.42 million or 14.76%, due mainly to an increase in automobile loans. Partially offsetting these increases was a decrease in construction and land development loans of $108.05 million or 7.18%.

 

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The following table summarizes the changes in the major loan classes since year-end 2017:

 

     June 30      December 31                
(Dollars in thousands)    2018      2017      $ Change      % Change  

Loans held for sale

   $ 285,194      $ 265,955      $ 19,239        7.23
  

 

 

    

 

 

    

 

 

    

 

 

 

Commercial, financial, and agricultural:

           

Owner-occupied commercial real estate

   $ 1,366,814      $ 1,361,629      $ 5,185        0.38

Nonowner-occupied commercial real estate

     4,435,910        4,451,298        (15,388      (0.35 %) 

Other commercial loans

     2,209,191        1,998,979        210,212        10.52
  

 

 

    

 

 

    

 

 

    

 

 

 

Total commercial, financial, and agricultural

   $ 8,011,915      $ 7,811,906      $ 200,009        2.56

Residential real estate

     3,300,472        2,996,171        304,301        10.16

Construction & land development

     1,396,853        1,504,907        (108,054      7.18

Consumer:

           

Bankcard

     9,717        10,314        (597      (5.79 %) 

Other consumer

     810,051        704,039        106,012        15.06
  

 

 

    

 

 

    

 

 

    

 

 

 

Total gross loans

   $ 13,529,008      $ 13,027,337      $ 501,671        3.85

Less: Unearned income

     (12,379      (15,916      3,537        (22.22 %) 
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Loans, net of unearned income

   $ 13,516,629      $ 13,011,421      $ 505,208        3.88
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table summarizes the outstanding balances of portfolio loans originated and acquired, by type, as of June 30, 2018 and December 31, 2017:

 

     June 30, 2018  
(In thousands)    Commercial,
financial and
agricultural
     Residential
real estate
     Construction  &
land development
     Consumer      Total  

Originated

   $ 5,033,926      $ 2,381,261      $ 1,061,551      $ 813,893      $ 9,290,631  

Acquired

     2,977,989        919,211        335,302        5,875        4,238,377  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total gross loans

   $ 8,011,915      $ 3,300,472      $ 1,396,853      $ 819,768      $ 13,529,008  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     December 31, 2017  
(In thousands)    Commercial,
financial and
agricultural
     Residential
real estate
     Construction &
land development
     Consumer      Total  

Originated

   $ 4,647,745      $ 1,974,804      $ 1,032,629      $ 707,661      $ 8,362,839  

Acquired

     3,164,161        1,021,367        472,278        6,692        4,664,498  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total gross loans

   $ 7,811,906      $ 2,996,171      $ 1,504,907      $ 714,353      $ 13,027,337  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

For a further discussion of loans see Note 4 to the unaudited Notes to Consolidated Financial Statements.

Other Assets

Other assets were relatively flat from year-end 2017, increasing $3.83 million or less than 1% from year-end 2017. Deferred taxes increased $5.82 million. In addition, derivative assets and bank owned life insurance policies increased $4.77 million and $2.60 million, respectively, due to a change in fair value and dealer reserve increased $2.45 million due to an increase in automobile loans. Partially offsetting these increases were decreases for the quarter in core deposit intangibles of $4.02 million due to amortization, income taxes receivable of $3.72 million and other real estate owned of $2.42 million due to sales and declines in fair value.

 

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Deposits

Deposits represent United’s primary source of funding. Total deposits at June 30, 2018 were flat from year-end 2017, increasing $175 thousand or less than 1%. In terms of composition, noninterest-bearing deposits were relatively flat, increasing $37.15 million or less than 1% and interest-bearing deposits were relatively flat as well, decreasing $36.98 million or less than 1% from December 31, 2017.

Noninterest-bearing deposits consists of demand deposit and noninterest bearing money market (MMDA) account balances. The slight increase in noninterest-bearing deposits was due mainly to increases in commercial and personal noninterest-bearing deposits of $41.76 million or 1.25% and $21.06 million or 3.00%, respectively. Partially offsetting these increases was a decrease of $19.22 million or 14.99% in public funds noninterest-bearing deposits.

Interest-bearing deposits consists of interest-bearing checking (NOW), regular savings, interest-bearing MMDA, and time deposit account balances. Interest-bearing MMDAs increased $2.04 billion while NOW accounts decreased $2.00 billion since year-end 2017 due mainly to sweep activity of $1.94 billion from NOW accounts to interest-bearing MMDAs to reduce United’s reserve requirement at its Federal Reserve Bank. Otherwise, interest-bearing MMDAs increased $99.99 million or 2.66% as brokered MMDAs and public funds MMDAs were up $158.75 million and $20.03 million, respectively, while commercial and personal MMDAs declined $46.93 million and $31.87 million, respectively. Excluding the sweep activity, NOW accounts decreased $61.44 million or 2.85% mainly due to a decrease of $99.59 million in personal NOW accounts. Partially offsetting this decrease were increases of $27.35 million and $10.80 million in public funds and commercial NOW accounts, respectively.

Regular savings were relatively flat from year-end 2017, increasing $6.70 million or less than 1%.

Time deposits under $100,000 decreased $78.82 million or 9.91%. This decrease in time deposits under $100,000 is the result of decreases of $28.52 million and $32.62 million in fixed rate certificates of deposits (CDs) and Certificate of Deposit Account Registry Service (CDARS) balances, respectively.

Time deposits over $100,000 were flat, decreasing $3.34 million or less than 1% as CDARS balances decreased $97.24 million, fixed rate CDs over $100,000 decreased $23.96 million and variable rate CDs over $100,00 decreased $7.24 million while brokered deposits increased $115.09 million.

The following table summarizes the changes in the deposit categories since year-end 2017:

 

     June 30      December 31                
(Dollars in thousands)    2018      2017      $ Change      % Change  

Demand deposits

   $ 1,411,647      $ 4,294,687      $ (2,883,040      (67.13 %) 

Interest-bearing checking

     156,060        2,156,974        (2,000,914      (92.76 %) 

Regular savings

     1,040,797        1,034,100        6,697        0.65

Money market accounts

     8,715,912        3,756,259        4,959,653        132.04

Time deposits under $100,000

     716,313        795,137        (78,824      (9.91 %) 

Time deposits over $100,000 (1)

     1,790,037        1,793,434        (3,397      (0.19 %) 
  

 

 

    

 

 

    

 

 

    

 

 

 

Total deposits

   $ 13,830,766      $ 13,830,591      $ 175        0.00
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Includes time deposits of $250,000 or more of $915,443 and $790,703 at June 30, 2018 and December 31, 2017, respectively.

 

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Borrowings

Total borrowings at June 30, 2018 increased $152.58 million or 8.29% from year-end 2017. During the first six months of 2018, short-term borrowings decreased $278.08 million or 58.23% due to a $200.00 million decrease in overnight Federal Home Loan Bank (FHLB) and a $75.85 million decrease in short-term securities sold under agreements to repurchase. Federal funds purchased decreased $2.24 million or 13.77%. Long-term borrowings increased $430.66 million or 31.57% from year-end 2017 due to net advances on long-term FHLB advances partially offset by the redemption of a trust preferred issuance (Century Trust) and the repayment of a wholesale security sold under an agreement to repurchase.

The table below summarizes the change in the borrowing categories since year-end 2017:

 

     June 30      December 31               
(Dollars in thousands)    2018      2017      $ Change     % Change  

Federal funds purchased

   $ 14,000      $ 16,235      $ (2,235     (13.77 %) 

Short-term securities sold under agreements to repurchase

     185,507        261,352        (75,845     (29.02 %) 

Long-term securities sold under agreements to repurchase

     0        50,000        (50,000     (100.00 %) 

Short-term FHLB advances

     0        200,000        (200,000     (100.00 %) 

Long-term FHLB advances

     1,560,365        1,071,531        488,834       45.62

Issuances of trust preferred capital securities

     234,276        242,446        (8,170     (3.37 %) 
  

 

 

    

 

 

    

 

 

   

 

 

 

Total borrowings

   $ 1,994,148      $ 1,841,564      $ 152,584       8.29
  

 

 

    

 

 

    

 

 

   

 

 

 

For a further discussion of borrowings see Notes 8 and 9 to the unaudited Notes to Consolidated Financial Statements.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities at June 30, 2018 decreased $6.40 million or 4.39% from year-end 2017. In particular, the pension liability declined $8.15 million due a discretionary contribution of $7.00 million to the Company’s pension plan during the first quarter, business franchise taxes decreased $4.24 million and incentive payables declined $2.75 million due to payments. Partially offsetting these decreases were increases of $6.09 million in the accounts payable associated with George Mason, $5.34 million for mortgage escrow liabilities and $1.39 million in income taxes payable due to a timing difference.

Shareholders’ Equity

Shareholders’ equity at June 30, 2018 was relatively flat from December 31, 2017, increasing $2.04 million or less than 1%.

Retained earnings increased $63.14 million or 7.08% from year-end 2017. Earnings net of dividends for the first six months of 2018 were $56.65 million. Amounts reclassed to retained earnings from AOCI for the adoption of ASU No. 2016-01 and ASU No. 2018-02 totaled $6.49 million for the first half of 2018.

Accumulated other comprehensive income decreased $27.98 million or 66.57% due mainly to a decrease of $30.49 million in United’s available for sale investment portfolio, net of deferred income taxes partially offset by the reclass to retained earnings of $6.49 million and the reversal of $7.22 million in noncredit OTTI for securities sold in the first half of 2018. The after-tax accretion of pension costs was $1.78 million for the first half of 2018.

During the second quarter of 2018, United began repurchasing its common stock on the open market under a plan announced by the Company in August of 2017 to repurchase up to 2 million shares of its common stock. United repurchased 962,500 shares during the second quarter of 2018 at a cost of $35.58 million or an average price per share of $36.97.

 

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RESULTS OF OPERATIONS

Overview

Net income for the second quarter of 2018 was $66.27 million or $0.63 per diluted share, as compared to $37.06 million or $0.37 per diluted share for the prior year second quarter. Net income for the first six months of 2018 was $127.98 million or $1.22 per diluted share compared to $75.87 million or $0.84 per share for the first six months of 2017.

As previously mentioned, United completed its acquisition of Cardinal on April 21, 2017. The financial results of Cardinal are included in United’s results from the acquisition date. As a result of the acquisition, the first half and second quarter of 2018 were impacted for increased levels of average balances, income, and expense as compared to the first half and second quarter of 2017. In addition, the second quarter and first half of 2017 included merger-related expenses of $23.22 million and $24.45 million, respectively, due to the Cardinal acquisition.

For the second quarter of 2018, United’s annualized return on average assets was 1.42% and return on average shareholders’ equity was 8.11% as compared to 0.82% and 4.93% for the second quarter of 2017. United’s annualized return on average assets for the first six months of 2018 was 1.39% and return on average shareholders’ equity was 7.88% as compared to 0.94% and 5.80% for the first six months of 2017.

Net interest income for the second quarter of 2018 was $149.12 million, an increase of $12.88 million or 9.45% from the second quarter of 2017. The increase in net interest income occurred because total interest income increased $23.05 million while total interest expense only increased $10.18 million from the second quarter of 2017. Net interest income for the first half of 2018 was $293.17 million, an increase of $49.30 million or 20.22% from the prior year’s first six months. The increase in net interest income occurred because total interest income increased $69.48 million while total interest expense only increased $20.18 million from the first six months of 2017.

The provision for credit losses was $6.20 million and $11.38 million for the second quarter and first six months of 2018, respectively, as compared to $8.25 million and $14.15 million for the second quarter and first six months of 2017, respectively. For the second quarter of 2018, noninterest income was $36.01 million, which was a decrease of $4.50 million or 11.11% from the second quarter of 2017. Noninterest income for the first six months of 2018 was $67.20 million which was an increase of $6.55 million or 10.79% from the first six months of 2017. These increases from 2017 were mainly due to additional income from mortgage banking activities as a result of the Cardinal acquisition. For the second quarter of 2018, noninterest expense decreased $18.73 million or 16.70% from the second quarter of 2017. For the first six months of 2018, noninterest expense increased $8.88 million or 5.08% from the first six months of 2017. These changes from 2017 were due mainly to the Cardinal acquisition.

Income taxes for the second quarter of 2018 were $19.24 million as compared to $19.30 million for the second quarter of 2017. For the first six months of 2018 and 2017, income tax expense was $37.14 million and $39.52 million, respectively. For the quarters ended June 30, 2018 and 2017, United’s effective tax rate was 22.50% and 34.25%, respectively. The effective tax rate for the first six months of 2018 and 2017 was 22.49% and 34.25%, respectively.

The following discussion explains in more detail the results of operations by major category.

Business Segments

As a result of the Cardinal acquisition, United now operates in two business segments: community banking and mortgage banking. Prior to the Cardinal acquisition, United’s business activities were confined to just one reportable segment of community banking.

 

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Community Banking

Net income attributable to the community banking segment for the second quarter of 2018 was $65.27 million compared to net income of $45.92 million for the second quarter of 2017.

Net interest income increased $10.95 million to $149.45 million for the second quarter of 2018, compared to $138.50 million for the same period of 2017. Generally, net interest income for the second quarter of 2018 increased from the second quarter of 2017 because of almost one additional month of earning assets from the Cardinal acquisition. Provision for loan losses was $6.20 million for the three months ended June 30, 2018 compared to a provision of $8.25 million for the same period of 2017. Noninterest income decreased $758 thousand for the second quarter of 2018 to $17.47 million as compared to $18.22 million for the second quarter of 2017. The decline was mainly due to a decrease in net gains and losses on investment securities’ activity. Noninterest expense was $76.50 million for the second quarter of 2018, compared to $78.63 million for the same period of 2017. The decrease of $2.14 million in noninterest expense was primarily attributable to merger-related expenses from the Cardinal acquisition included in the second quarter of 2017.

Net income attributable to the community banking segment for the first half of 2018 was $131.71 million compared to net income of $83.94 million for the first half of 2017.

Net interest income increased $46.91 million to $295.07 million for the first half of 2018, compared to $248.16 million for the same period of 2017. Generally, net interest income for the first six months of 2018 increased from the first six months of 2017 because of the earning assets added from the Cardinal acquisition. Provision for loan losses was $11.38 million for the six months ended June 30, 2018 compared to a provision of $14.15 million for the same period of 2017. Noninterest income was relatively flat from the first half of 2018, increasing $199 thousand to $35.24 million for the first half of 2018 as compared to $35.04 million for the first half of 2017. Noninterest expense was $148.99 million for the six months ended June 30, 2018, compared to $141.38 million for the same period of 2017. The increase of $7.60 million in noninterest expense was primarily attributable to increases in branches, staffing and merger-related expenses from the Cardinal acquisition.

Mortgage Banking

The mortgage banking segment reported net income of $1.94 million for the second quarter and a net loss of $479 thousand for the first half of 2018 as compared to net income of $2.48 million for the second quarter and first half of 2017. Noninterest income, which consists mainly of realized and unrealized gains associated with the fair value of commitments and loans held for sale, was $23.47 million and $38.35 million for the second quarter and first half of 2018 as compared to $22.39 million for the second quarter and first half of 2017. Noninterest expense was $21.23 million and $39.61 million for the second half and first half of 2018 as compared $18.71 million for the second quarter and first half of 2017. Noninterest expense consists mainly of salaries, commissions and benefits of mortgage segment employees.

The following discussion explains in more detail the consolidated results of operations by major category.

Net Interest Income

Net interest income represents the primary component of United’s earnings. It is the difference between interest income from earning assets and interest expense incurred to fund these assets. Net interest income is impacted by changes in the volume and mix of interest-earning assets and interest-bearing liabilities, as well as changes in market interest rates. Such changes, and their impact on net interest income in 2018 and 2017, are presented below.

 

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Net interest income for the second quarter of 2018 was $149.12 million, which was an increase of $12.88 million or 9.45% from the second quarter of 2017. The $12.88 million increase in net interest income occurred because total interest income increased $23.05 million while total interest expense only increased $10.18 million from the second quarter of 2017. Net interest income for the first six months of 2018 was $293.17 million, which was an increase of $49.30 million or 20.22% from the first six months of 2017. The $49.30 million increase in net interest income occurred because total interest income increased $69.48 million while total interest expense only increased $20.18 million from the first six months of 2017. On a linked-quarter basis, net interest income for the second quarter of 2018 increased $5.08 million or 3.53% from the first quarter of 2018. The $5.08 million increase in net interest income occurred because total interest income increased $10.82 million while total interest expense only increased $5.74 million from the first quarter of 2018.

Generally, interest income for the first half of 2018 increased from the first half of 2017 because of the earning assets added from the Cardinal acquisition. The higher amount of interest expense for the first half of 2018 from the first half of 2017 was due mainly to the interest-bearing liabilities added from the Cardinal acquisition and higher market interest rates. In addition, loan accretion on acquired loans for the first half of 2018 increased from the same time period last year. For the purpose of this remaining discussion, net interest income is presented on a tax-equivalent basis to provide a comparison among all types of interest earning assets. The tax-equivalent basis adjusts for the tax-favored status of income from certain loans and investments. Although this is a non-GAAP measure, United’s management believes this measure is more widely used within the financial services industry and provides better comparability of net interest income arising from taxable and tax-exempt sources. United uses this measure to monitor net interest income performance and to manage its balance sheet composition.

Tax-equivalent net interest income for the second quarter of 2018 was $150.24 million, an increase of $11.48 million or 8.27% from the second quarter of 2017 due mainly to almost an additional month of average earning assets from the Cardinal acquisition. Average earning assets for the second quarter of 2018 increased $264.43 million or 1.64% from the second quarter of 2017 due mainly to increases of $540.32 million or 30.84% in average investment securities and $428.34 million or 3.28% in average net loans. Partially offsetting these increases was a decrease in average short-term investments of $704.23 million or 52.03%. The second quarter of 2018 average yield on earning assets increased 46 basis points from the second quarter of 2017 due to additional loan accretion of $4.70 million on acquired loans and higher market interest rates. Partially offsetting the increases to tax-equivalent net interest income for the second quarter of 2018 was an increase of 39 basis points in the average cost of funds as compared to the second quarter of 2017 due to higher market interest rates. The net interest margin of 3.67% for the second quarter of 2018 was an increase of 23 basis points from the net interest margin of 3.44% for the second quarter of 2017.

Tax-equivalent net interest income for the first six months of 2018 was $295.38 million, an increase of $47.44 million or 19.14% from the first six months of 2017. This increase in tax-equivalent net interest income was primarily attributable to an increase in average earning assets from the Cardinal acquisition. Average earning assets increased $1.82 billion or 12.53% from the first six months of 2017 as average net loans increased $1.63 billion or 14.00% for the first six months of 2018. Average investment securities increased $674.66 million or 43.21%. The first half of 2018 average yield on earning assets increased 40 basis points from the first half of 2017 due to additional loan accretion of $11.23 million on acquired loans and higher market interest rates. Partially offsetting the increases to tax-equivalent net interest income for the first half of 2018 was an increase of 32 basis points in the average cost of funds as compared to the first half of 2017 due to higher market interest rates. The net interest margin of 3.64% for the first half of 2018 was an increase of 20 basis points from the net interest margin of 3.44% for the first half of 2017.

Tax-equivalent net interest income for the second quarter of 2018 increased $5.09 million or 3.51% from the first quarter of 2018 due to a combination of a slight increase in the average earning assets and an increase in the yield on average earning assets. Average earning assets for the second quarter of 2018 were relatively flat, increasing $156.14 million or less than 1% as compared to the first quarter of 2018 as average investment securities increased $113.01 million or 5.19% and average net loans increased $373.52 million or 2.85% for the linked-quarter. Average short-term

 

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investments decreased $330.38 million or 33.72%. The yield on average earning assets for the second quarter of 2018 increased 18 basis points from the first quarter of 2018 due mainly to a higher yield on loans as a result of an increase of $1.29 million in loan accretion on acquired loans and higher market interest rates. Partially offsetting the increases to tax-equivalent net interest income for the second quarter of 2018 was an increase of 20 basis points in the average cost of funds as compared to the first quarter of 2018 due to higher market interest rates. The net interest margin of 3.67% for the second quarter of 2018 increased 6 basis points from the net interest margin of 3.61% for the first quarter of 2018.

United’s tax-equivalent net interest income also includes the impact of acquisition accounting fair value adjustments.

The following table provides the discount/premium and net accretion impact to tax-equivalent net interest income for the three months ended June 30, 2018, June 30, 2017 and March 31, 2018 and the six months ended June 30, 2018 and June 30, 2017:

 

     Three Months Ended  
     June 30      June 30      March 31  
(Dollars in thousands)    2018      2017      2018  

Loan accretion

   $ 12,056      $ 7,355      $ 10,766  

Certificates of deposit

     311        776        326  

Long-term borrowings

     268        197        269  
  

 

 

    

 

 

    

 

 

 

Total

   $ 12,635      $ 8,328      $ 11,361  
  

 

 

    

 

 

    

 

 

 

 

     Six Months Ended  
     June 30      June 30  
(Dollars in thousands)    2018      2017  

Loan accretion

   $ 22,822      $ 11,590  

Certificates of deposit

     637        823  

Long-term borrowings

     537        80  
  

 

 

    

 

 

 

Tax-equivalent net interest income

   $ 23,996      $ 12,493  
  

 

 

    

 

 

 

The following tables reconcile the difference between net interest income and tax-equivalent net interest income for the three months ended June 30, 2018, June 30, 2017 and March 31, 2018 and the six months ended June 30, 2018 and June 30, 2017.

 

     Three Months Ended  
     June 30      June 30      March 31  
(Dollars in thousands)    2018      2017      2018  

Net interest income, GAAP basis

   $ 149,122      $ 136,245      $ 144,043  

Tax-equivalent adjustment (1)

     1,115        2,512        1,104  
  

 

 

    

 

 

    

 

 

 

Tax-equivalent net interest income

   $ 150,237      $ 138,757      $ 145,147  
  

 

 

    

 

 

    

 

 

 

 

     Six Months Ended  
     June 30      June 30  
(Dollars in thousands)    2018      2017  

Net interest income, GAAP basis

   $ 293,165      $ 243,865  

Tax-equivalent adjustment (1)

     2,219        4,076  
  

 

 

    

 

 

 

Tax-equivalent net interest income

   $ 295,384      $ 247,941  
  

 

 

    

 

 

 

 

  (1)

The tax-equivalent adjustment combines amounts of interest income on federally nontaxable loans and investment securities using the statutory federal income tax rate of 21% for the three months and six months ended June 30, 2018 and the three months ended March 31, 2018 and 35% for the three months and six months ended June 30, 2017. All interest income on loans and investment securities was subject to state income taxes.

 

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The following tables show the unaudited consolidated daily average balance of major categories of assets and liabilities for the three-month and six-month periods ended June 30, 2018 and 2017, respectively, with the interest and rate earned or paid on such amount. The interest income and yields on federally nontaxable loans and investment securities are presented on a tax-equivalent basis using the statutory federal income tax rate of 21% for the three-month and six-month period ended June 30, 2018 and 35% for the three-month and six-month period ended June 30, 2017. Interest income on all loans and investment securities was subject to state income taxes.

 

     Three Months Ended     Three Months Ended  
     June 30, 2018     June 30, 2017  
(Dollars in thousands)    Average
Balance
    Interest
(1)
     Avg. Rate
(1)
    Average
Balance
    Interest
(1)
     Avg. Rate
(1)
 

ASSETS

              

Earning Assets:

              

Federal funds sold and securities purchased under agreements to resell and other short-term investments

   $ 649,282     $ 3,465        2.14   $ 1,353,516     $ 3,785        1.12

Investment Securities:

              

Taxable

     2,049,301       13,810        2.70     1,505,704       8,809        2.34

Tax-exempt

     243,048       1,811        2.98     246,325       2,237        3.63
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total Securities

     2,292,349       15,621        2.73     1,752,029       11,046        2.52

Loans, net of unearned income (2)

     13,547,371       160,029        4.74     13,115,097       142,628        4.36

Allowance for loan losses

     (76,773          (72,837     
  

 

 

        

 

 

      

Net loans

     13,470,598          4.76     13,042,260          4.38
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total earning assets

     16,412,229     $ 179,115        4.37     16,147,805     $ 157,459        3.91
    

 

 

    

 

 

     

 

 

    

 

 

 

Other assets

     2,300,155            2,035,210       
  

 

 

        

 

 

      

TOTAL ASSETS

   $ 18,712,384          $ 18,183,015       
  

 

 

        

 

 

      

LIABILITIES

              

Interest-Bearing Funds:

              

Interest-bearing deposits

   $ 9,210,282     $ 19,076        0.83   $ 9,613,565     $ 12,586        0.53

Short-term borrowings

     208,058       464        0.89     341,201       415        0.49

Long-term borrowings

     1,659,613       9,338        2.26     1,329,013       5,701        1.72
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total Interest-Bearing Funds

     11,077,953       28,878        1.05     11,283,779       18,702        0.66
    

 

 

    

 

 

     

 

 

    

 

 

 

Noninterest-bearing deposits

     4,255,840            3,784,465       

Accrued expenses and other liabilities

     102,492            97,982       
  

 

 

        

 

 

      

TOTAL LIABILITIES

     15,436,285            15,166,226       

SHAREHOLDERS’ EQUITY

     3,276,099            3,016,789       
  

 

 

        

 

 

      

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   $ 18,712,384          $ 18,183,015       
  

 

 

        

 

 

      

NET INTEREST INCOME

     $ 150,237          $ 138,757     
    

 

 

        

 

 

    

INTEREST SPREAD

          3.32          3.25

NET INTEREST MARGIN

          3.67          3.44

 

(1)

The interest income and the yields on federally nontaxable loans and investment securities are presented on a tax-equivalent basis using the statutory federal income tax rate of 21% starting 2018 and 35% in 2017.

(2)

Nonaccruing loans are included in the daily average loan amounts outstanding.

 

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     Six Months Ended     Six Months Ended  
     June 30, 2018     June 30, 2017  
(Dollars in thousands)    Average
Balance
    Interest
(1)
     Avg. Rate
(1)
    Average
Balance
    Interest
(1)
     Avg. Rate
(1)
 

ASSETS

              

Earning Assets:

              

Federal funds sold and securities repurchased under agreements to resell and other short-term investments

   $ 813,562     $ 8,382        2.08   $ 1,300,810     $ 6,471        1.00

Investment Securities:

              

Taxable

     1,986,668       25,685        2.59     1,350,603       16,820        2.49

Tax-exempt

     249,488       3,666        2.94     210,898       3,959        3.75
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total Securities

     2,236,156       29,351        2.63     1,561,501       20,779        2.66

Loans, net of unearned income (2)

     13,361,545       309,671        4.67     11,726,073       252,531        4.34

Allowance for loan losses

     (76,675          (72,840     
  

 

 

        

 

 

      

Net loans

     13,284,870          4.70     11,653,233          4.37
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total earning assets

     16,334,588     $ 347,404        4.28     14,515,544     $ 279,781        3.88
    

 

 

    

 

 

     

 

 

    

 

 

 

Other assets

     2,294,033            1,788,620       
  

 

 

        

 

 

      

TOTAL ASSETS

   $ 18,628,621          $ 16,304,164       
  

 

 

        

 

 

      

LIABILITIES

              

Interest-Bearing Funds:

              

Interest-bearing deposits

   $ 9,281,485     $ 34,733        0.75   $ 8,610,621     $ 21,054        0.49

Short-term borrowings

     246,988       885        0.72     284,276       719        0.51

Long-term borrowings

     1,506,795       16,402        2.20     1,247,022       10,067        1.63
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total Interest-Bearing Funds

     11,035,268       52,020        0.95     10,141,919       31,840        0.63
    

 

 

    

 

 

     

 

 

    

 

 

 

Non-interest bearing deposits

     4,215,230            3,437,643       

Accrued expenses and other liabilities

     103,484            86,319       
  

 

 

        

 

 

      

TOTAL LIABILITIES

     15,353,982            13,665,881       

SHAREHOLDERS’ EQUITY

     3,274,639            2,638,283       
  

 

 

        

 

 

      

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   $ 18,628,621          $ 16,304,164       
  

 

 

        

 

 

      

NET INTEREST INCOME

     $ 295,384          $ 247,941     
    

 

 

        

 

 

    

INTEREST SPREAD

          3.33          3.25

NET INTEREST MARGIN

          3.64          3.44

 

(1)

The interest income and the yields on federally nontaxable loans and investment securities are presented on a tax-equivalent basis using the statutory federal income tax rate of 21% starting 2018 and 35% in 2017.

(2)

Nonaccruing loans are included in the daily average loan amounts outstanding.

Provision for Loan Losses

For the quarters ended June 30, 2018 and 2017, the provision for loan losses was $6.20 million and $8.25 million, respectively. The provision for loan losses for the first six months of 2018 and 2017 was $11.38 million and $14.15 million, respectively. Net charge-offs were $5.72 million for the second quarter of 2018 as compared to net charge-offs of $8.14 million for the same quarter in 2017. Net charge-offs for the first six months of 2018 were $10.87 million as compared to $13.94 million for the first six months of 2017. These lower amounts of provision expense and net charge-offs in 2018 compared to the same periods in 2017 were due to the recognition of losses on several large commercial relationships in 2017. On a linked-quarter basis, the provision for loan losses increased $1.03 million

 

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while net charge-offs increased $570 thousand from the first quarter of 2018. These higher amounts of provision expense and net charge-offs for the second quarter of 2018 compared to the first quarter of 2018 were due to the recognition of losses on two large commercial relationships and the need to provide for additional allocations within the commercial portfolio. Annualized net charge-offs as a percentage of average loans were 0.17% for both the second quarter and first six months of 2018.

At June 30, 2018, nonperforming loans were $150.92 million or 1.12% of loans, net of unearned income compared to nonperforming loans of $168.74 million or 1.30% of loans, net of unearned income at December 31, 2017. The components of nonperforming loans include: 1) nonaccrual loans, 2) loans which are contractually past due 90 days or more as to interest or principal but have not been put on a nonaccrual basis and 3) loans whose terms have been restructured for economic or legal reasons due to financial difficulties of the borrowers.

Loans past due 90 days or more were $16.42 million at June 30, 2018, an increase of $6.62 million or 67.52% from $9.80 million at year-end 2017. This increase was primarily due to an increase in delinquencies of loans that have matured. At June 30, 2018, nonaccrual loans were $74.11 million, a decrease of $34.69 million or 31.88% from $108.80 million at year-end 2017. This decrease was primarily due to the restructure of a large nonaccrual relationship such that it is now reported as a restructured loan as well as losses recognized on several large commercial nonaccrual relationships. Restructured loans were $60.38 million at June 30, 2018, an increase of $10.26 million or 20.46% from $50.13 million at year-end 2017. Six loans totaling $16.52 million were restructured during the first half of 2018. Four of the restructured loans totaling $9.57 million were associated with an oil, gas and coal industry-related relationship. The remaining difference was mainly due to repayments. The loss potential on these loans has been properly evaluated and allocated within the Company’s allowance for loan losses.

Nonperforming assets include nonperforming loans and real estate acquired in foreclosure or other settlement of loans (OREO). Total nonperforming assets of $172.85 million, including OREO of $21.93 million at June 30, 2018, represented 0.90% of total assets.

The following table summarizes nonperforming assets for the indicated periods.    

 

     June 30,      December 31,  
(In thousands)    2018      2017      2016      2015      2014      2013  

Nonaccrual loans (1)

                 

Originated

   $ 65,313      $ 97,971      $ 77,111      $ 83,146      $ 64,312      $ 58,121  

Acquired

     8,801        10,832        6,414        8,043        10,739        3,807  

Loans which are contractually past due 90 days or more as to interest or principal, and are still accruing interest

                 

Originated

     8,278        7,288        7,763        11,462        10,868        10,015  

Acquired

     8,144        2,515        823        166        807        1,029  

Restructured loans (1)

                 

Originated

     58,986        48,709        21,115        23,890        22,234        8,157  

Acquired

     1,398        1,420        37        0        0        0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total nonperforming loans

   $ 150,920      $ 168,835      $ 113,263      $ 126,707      $ 108,960      $ 81,129  

Other real estate owned

     21,926        24,348        31,510        32,228        38,778        38,182  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL NONPERFORMING ASSETS

   $ 172,846      $ 193,083      $ 144,773      $ 158,935      $ 147,738      $ 119,311  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Restructured loans that were on nonaccrual status for the indicated periods are included in “Restructured loans” and not “Nonaccrual loans” (see Note 5 to the unaudited Consolidated Financial Statements for further information).

 

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Loans are designated as impaired when, in the opinion of management, the collection of principal and interest in accordance with the loan contract is doubtful. At June 30, 2018, impaired loans were $368.19 million, which was a decrease of $58.74 million or 13.76% from the $426.93 million in impaired loans at December 31, 2017. This decrease was due mainly to a reduction in acquired impaired loans as well as the Company’s reduced exposure to the oil, gas and coal industry. Acquired impaired loans are accounted for under ASC Subtopic 310-30. The recorded investment balance and the contractual principal balance of the acquired impaired loans were $168.50 million and $221.98 million at June 30, 2018, respectively, as compared to $210.52 million and $285.96 million, respectively, at December 31, 2017. For the acquired impaired loans accounted for under ASC 310-30, the difference between the contractually required payments due and the cash flows expected to be collected, considering the impact of prepayments, is referred to as the non-accretable difference (the credit mark). The credit mark is not recognized in income. The remaining credit mark was $46.43 million and $60.15 million at June 30, 2018 and December 31, 2017, respectively. For further details regarding impaired loans, see Note 5 to the unaudited Consolidated Financial Statements.

United maintains an allowance for loan losses and a reserve for lending-related commitments. The combined allowance for loan losses and reserve for lending-related commitments are referred to as the allowance for credit losses. At June 30, 2018, the allowance for credit losses was $78.06 million as compared to $77.31 million at December 31, 2017.

At June 30, 2018, the allowance for loan losses was $77.13 million as compared to $76.63 million at December 31, 2017. As a percentage of loans, net of unearned income, the allowance for loan losses was 0.57% at June 30, 2018 and 0.59% at December 31, 2017. The ratio of the allowance for loan losses to nonperforming loans or coverage ratio was 51.11% and 45.41% at June 30, 2018 and December 31, 2017, respectively. The Company’s detailed methodology and analysis indicated a minimal increase in the allowance for loan losses primarily because of the offsetting factors of changes within historical loss rates and reduced loss allocations on impaired loans.

Allocations are made for specific commercial loans based upon management’s estimate of the borrowers’ ability to repay and other factors impacting collectibility. Other commercial loans not specifically reviewed on an individual basis are evaluated based on historical loss percentages applied to loan pools that have been segregated by risk. Allocations for loans other than commercial loans are made based upon historical loss experience adjusted for current environmental conditions. The allowance for credit losses includes estimated probable inherent but unidentified losses within the portfolio due to uncertainties in economic conditions, delays in obtaining information, including unfavorable information about a borrower’s financial condition, the difficulty in identifying triggering events that correlate perfectly to subsequent loss rates, and risk factors that have not yet fully manifested themselves in loss allocation factors. In addition, a portion of the allowance accounts for the inherent imprecision in the allowance for credit losses analysis.

United’s company-wide review of the allowance for loan losses at June 30, 2018 produced increased allocations in two of the four loan categories. The commercial, financial & agricultural loan pool allocation increased $629 thousand primarily due to an increase in historical loss rates for other commercial loans and increased outstanding balances. The residential real estate allocation increased $452 thousand primarily due to an increase in outstanding balances. Offsetting these increases was a decrease in the allocation related to the real estate construction and development loan pool of $595 thousand due to improvement in the historical loss rate applied to the pool. The consumer loan pool also experienced a decrease of $62 thousand due to an improvement in historical loss rates. In summary, the overall level of the allowance for loan losses was relatively stable in comparison to year-end 2017 as a result of offsetting factors within the portfolio as described above.

An allowance is established for probable credit losses on impaired loans via specific allocations. Nonperforming commercial loans and leases are regularly reviewed to identify impairment. A loan or lease is impaired when, based on current information and events, it is probable that the Company will not be able to collect all amounts contractually due. Measuring impairment of a loan requires judgment and estimates, and the eventual outcomes may differ from those estimates. Impairment is measured based upon the present value of expected future cash flows from the loan

 

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discounted at the loan’s effective rate, the loan’s observable market price or the fair value of collateral if the loan is collateral dependent. When the selected measure is less than the recorded investment in the loan, an impairment has occurred. The allowance for impaired loans was $19.08 million at June 30, 2018 and $22.35 million at December 31, 2017. In comparison to the prior year-end, this element of the allowance decreased by $3.27 million primarily due to decreased specific allocations for commercial, financial & agricultural loans.

Management believes that the allowance for credit losses of $78.06 million at June 30, 2018 is adequate to provide for probable losses on existing loans and lending-related commitments based on information currently available. Note 6 to the accompanying unaudited Notes to Consolidated Financial Statements provides a progression of the allowance for loan losses by portfolio segment.

United’s loan administration policies are focused on the risk characteristics of the loan portfolio in terms of loan approval and credit quality. The commercial loan portfolio is monitored for possible concentrations of credit in one or more industries. Management has lending limits as a percentage of capital per type of credit concentration in an effort to ensure adequate diversification within the portfolio. Most of United’s commercial loans are secured by real estate located in West Virginia, southeastern Ohio, Pennsylvania, Virginia, Maryland and the District of Columbia. It is the opinion of management that these commercial loans do not pose any unusual risks and that adequate consideration has been given to these loans in establishing the allowance for credit losses.

Management is not aware of any potential problem loans, trends or uncertainties, which it reasonably expects, will materially impact future operating results, liquidity, or capital resources which have not been disclosed. Additionally, management has disclosed all known material credits, which cause management to have serious doubts as to the ability of such borrowers to comply with the loan repayment schedules.

Other Income

Other income consists of all revenues, which are not included in interest and fee income related to earning assets. Noninterest income has been and will continue to be an important factor for improving United’s profitability. Recognizing the importance, management continues to evaluate areas where noninterest income can be enhanced.

Noninterest income for the second quarter of 2018 was $36.01 million, a decrease of $4.50 million or 11.11% from the second quarter of 2017. Noninterest income for the first half of 2018 was $67.20 million, which was an increase of $6.55 million or 10.79% from the first half of 2017.

Income from mortgage banking activities totaled $18.69 million for the second quarter of 2018 compared to $22.54 million for the same period of 2017. For the first half of 2018 and 2017, income from mortgage banking activities was $33.26 million and $23.21 million, respectively. The decrease for the second quarter of 2018 was due to decreased production and sales of mortgage loans in the secondary market by United’s mortgage banking subsidiary, George Mason. For the three months ended June 30, 2018 and 2017, mortgage loan sales were $484.79 million and $733.08 million, respectively. The increase for the first half of 2018 was mainly due to including the production and sales of mortgage loans in the secondary market by George Mason for a full first six months in 2018 as compared to slightly over two months in 2017. For the six months ended June 30, 2018 and 2017, mortgage loan sales were $1.05 billion and $764.24 million, respectively.

For the second quarter of 2018, net gains and losses on investment securities’ activity declined $802 thousand from the second quarter of 2017. A net loss on investment securities of $55 thousand was recorded for the second quarter of 2018 as compared to a net gain on investment securities of $747 thousand for the second quarter of 2017. The net loss and gain were mainly due to sales of investment securities. For the first half of 2018, United recorded a net loss of $540 thousand on investment securities’ activity as compared to a net gain of $4.69 million for the first half of 2017. A net gain of $3.77 million on the redemption of an investment security was recorded during the first quarter of 2017.

 

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Fees from brokerage services for the first half of 2018 increased $439 thousand from the first half of 2017 due to increased volume.

Fees from deposit services for the first half of 2018 increased $416 thousand from the first half of 2017. The increase was mainly due to higher income from debit card and automated teller machine (ATM) fees.

Bankcard fees for the first half of 2018 increased $735 thousand from the first half of 2017 due to increased volume.

On a linked-quarter basis, noninterest income for the second quarter of 2018 increased $4.82 million or 15.44% from the first quarter of 2018 due mainly to an increase of $4.12 million in income from mortgage banking activities. The increase was due mainly to a change in fair value of $4.16 million on George Mason’s interest rate lock commitments. In addition, net gains and losses on investment securities’ activity increased $430 thousand.

Other Expenses

Just as management continues to evaluate areas where noninterest income can be enhanced, it strives to improve the efficiency of its operations to reduce costs. Other expenses include all items of expense other than interest expense, the provision for loan losses, and income taxes. Noninterest expense decreased $18.73 million or 16.70% for the second quarter of 2018 compared to the same period in 2017. For the first six months of 2018, noninterest expense increased $8.88 million or 5.08% from the first six months of 2017.

Employee compensation for the second quarter of 2018 decreased $12.91 million or 23.04% from the second quarter of 2017. Employee compensation increased $3.89 million or 4.86% for the first six months of 2018 when compared to the first six months of 2017. Merger severance charges of $12.77 million from the Cardinal acquisition were included in the second quarter and first half of 2017. Otherwise, base salaries for the second quarter and first half of 2018 increased $1.43 million or 5.02% and $10.14 million or 20.58%, respectively, from the same time periods in 2017 due mainly to additional employees from the Cardinal acquisition. The remainder of the increase in employee compensation for the second quarter and first half of 2018 was due mainly to higher employee incentives and commissions expense mainly related to the mortgage banking production of George Mason.

Employee benefits expense for the first six months of 2018 increased $2.21 million or 13.24% as compared to the first six months of 2017. The increase for the first half of 2018 was due in large part to additional 401K expense of $1.25 million, Federal Insurance Contributions Act (FICA) expense of $978 thousand, and health insurance expense of $803 thousand resulting from the additional employees from the Cardinal acquisition. Pension expense declined $540 thousand.

Net occupancy expense decreased $4.84 million or 34.77% and $2.19 million or 10.60% for the second quarter and first six months of 2018, respectively, as compared to the same periods in the prior year. Included in net occupancy expense for the second quarter and first half of 2017 were charges of $5.76 million for the termination of leases and the reduction in the value of leasehold improvements for closed offices in the Cardinal acquisition.

Data processing expense increased $2.29 million or 24.46% for the first half of 2018 as compared to the same period in the prior year due to additional processing as a result of the Cardinal acquisition.

Federal Deposit Insurance Corporation (FDIC) insurance expense for the second quarter and first half of 2018 increased $1.07 million and $1.17 million, respectively, from the same periods in 2017 as United Bank is now considered a large institution and subject to increased assessment rates.

 

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Other expense for the second quarter of 2018 decreased $2.95 million or 13.49% from the second quarter of 2017. Included in other expense for the second quarter of 2017 were merger-related expenses of $4.16 million.

On a linked-quarter basis, noninterest expense for the second quarter of 2018 increased $2.96 million or 3.27% from the first quarter of 2018 due mainly to an increase of $2.28 million in employee compensation due mainly to higher commissions expense related to an increase in production and sales of mortgage loans at George Mason. In addition, FDIC insurance expense increased $994 thousand due to United Bank now being considered a large institution as previously mentioned.

Income Taxes

For the second quarter and first half of 2018, income tax expense was $19.24 million and $37.14 million, respectively, as compared to $19.30 million and $39.52 million, respectively, in the second quarter and first half of 2017. The decreases in 2018 were mainly due to a decline in the effective tax rate as a result of the Tax Cuts and Jobs Act of 2017 (the Tax Act) partially offset by an increase in earnings. On a linked-quarter basis, income tax expense for the second quarter of 2018 increased $1.34 million from the first quarter of 2018 mainly due to higher earnings. United’s effective tax rate was 22.50% for the second quarter and first quarter of 2018 and 34.25% for the second quarter of 2017. For the first half of 2018 and 2017, United’s effective tax rate was 22.49% and 34.25%, respectively. The lower effective tax rate for the time periods in 2018 was due to the impact of the Tax Act. For further details related to income taxes, see Note 15 of the unaudited Notes to Consolidated Financial Statements contained within this document.

Contractual Obligations, Commitments, Contingent Liabilities and Off-Balance Sheet Arrangements

United has various financial obligations, including contractual obligations and commitments, that may require future cash payments. Please refer to United’s Annual Report on Form 10-K for the year ended December 31, 2017 for disclosures with respect to United’s fixed and determinable contractual obligations. There have been no material changes outside the ordinary course of business since year-end 2017 in the specified contractual obligations disclosed in United’s Annual Report on Form 10-K.

United also enters into derivative contracts, mainly to protect against adverse interest rate movements on the value of certain assets or liabilities, under which it is required to either pay cash to or receive cash from counterparties depending on changes in interest rates. Derivative contracts are carried at fair value and not notional value on the consolidated balance sheet. Because the derivative contracts recorded on the balance sheet at June 30, 2018 do not present the amounts that may ultimately be paid under these contracts, they are excluded from the contractual obligations table in the 2017 Form 10-K report. Further discussion of derivative instruments is presented in Note 11 to the unaudited Notes to Consolidated Financial Statements.

United is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include loan commitments and standby letters of credit. United’s maximum exposure to credit loss in the event of nonperformance by the counterparty to the financial instrument for the loan commitments and standby letters of credit is the contractual or notional amount of those instruments. United uses the same policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Since many of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. Further discussion of off-balance sheet commitments is included in Note 10 to the unaudited Notes to Consolidated Financial Statements.

 

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Liquidity

In the opinion of management, United maintains liquidity that is sufficient to satisfy its depositors’ requirements and the credit needs of its customers. Like all banks, United depends upon its ability to renew maturing deposits and other liabilities on a daily basis and to acquire new funds in a variety of markets. A significant source of funds available to United is “core deposits”. Core deposits include certain demand deposits, statement and special savings and NOW accounts. These deposits are relatively stable, and they are the lowest cost source of funds available to United. Short-term borrowings have also been a significant source of funds. These include federal funds purchased and securities sold under agreements to repurchase as well as advances from the FHLB. Repurchase agreements represent funds which are obtained as the result of a competitive bidding process.

Liquid assets are cash and those items readily convertible to cash. All banks must maintain sufficient balances of cash and near-cash items to meet the day-to-day demands of customers and United’s cash needs. Other than cash and due from banks, the available for sale securities portfolio and maturing loans are the primary sources of liquidity.

The goal of liquidity management is to ensure the ability to access funding which enables United to efficiently satisfy the cash flow requirements of depositors and borrowers and meet United’s cash needs. Liquidity is managed by monitoring funds’ availability from a number of primary sources. Substantial funding is available from cash and cash equivalents, unused short-term borrowing and a geographically dispersed network of branches providing access to a diversified and substantial retail deposit market.

Short-term needs can be met through a wide array of outside sources such as correspondent and downstream correspondent federal funds and utilization of Federal Home Loan Bank advances.

Other sources of liquidity available to United to provide long-term as well as short-term funding alternatives, in addition to FHLB advances, are long-term certificates of deposit, lines of credit, borrowings that are secured by bank premises or stock of United’s subsidiaries and issuances of trust preferred securities. In the normal course of business, United through its Asset Liability Committee evaluates these as well as other alternative funding strategies that may be utilized to meet short-term and long-term funding needs.

For the six months ended June 30, 2018, cash of $98.50 million was provided by operating activities due mainly to net income of $127.98 million for the first half of 2018. Partially offsetting this amount were originations exceeding proceeds from the sales of mortgage loans in the secondary market by $13.39 million. Net cash of $718.50 million was used in investing activities which was primarily due to $493.79 million of loan growth and $229.34 million of net purchases of investments over proceeds from sales. During the first six months of 2018, net cash of $46.76 million was provided by financing activities due primarily to net long-term FHLB advances of $490.00 million partially offset by repayments of $328.08 million in short-term borrowings, cash dividends paid of $71.46 million and the repurchase of treasury stock for $35.98 million for the first half of 2018. The net effect of the cash flow activities was a decrease in cash and cash equivalents of $573.24 million for the first six months of 2018.

United anticipates it can meet its obligations over the next 12 months and has no material commitments for capital expenditures. There are no known trends, demands, commitments, or events that will result in or that are reasonably likely to result in United’s liquidity increasing or decreasing in any material way. United also has lines of credit available. See Notes 8 and 9 to the accompanying unaudited Notes to Consolidated Financial Statements for more details regarding the amounts available to United under lines of credit.

The Asset Liability Committee monitors liquidity to ascertain that a liquidity position within certain prescribed parameters is maintained. No changes are anticipated in the policies of United’s Asset Liability Committee.

 

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Capital Resources

United’s capital position is financially sound. United seeks to maintain a proper relationship between capital and total assets to support growth and sustain earnings. United has historically generated attractive returns on shareholders’ equity. United is well-capitalized based upon regulatory guidelines. United’s risk-based capital ratio is 14.23% at June 30, 2018 while its Common Equity Tier 1 capital, Tier 1 capital and leverage ratios are 12.04%, 12.04% and 10.36%, respectively. The regulatory requirements for a well-capitalized financial institution are a risk-based capital ratio of 10.0%, a Common Equity Tier 1 capital ratio of 6.5%, a Tier 1 capital ratio of 8.0% and a leverage ratio of 5.0%.

Total shareholders’ equity was $3.24 billion at June 30, 2018, which was relatively flat from December 31, 2017, increasing $2.04 million or less than 1%. This slight increase was primarily due to the retention of earnings.

United’s equity to assets ratio was 16.88% at June 30, 2018 as compared to 17.00% at December 31, 2017. The primary capital ratio, capital and reserves to total assets and reserves, was 17.21% at June 30, 2018 as compared to 17.34% at December 31, 2017. United’s average equity to average asset ratio was 17.51% for the second quarter of 2018 as compared to 16.59% the second quarter of 2017. United’s average equity to average asset ratio was 17.58% for the first half of 2018 as compared to 16.18% for the first half of 2017. All of these financial measurements reflect a financially sound position.

During the second quarter of 2018, United’s Board of Directors declared a cash dividend of $0.34 per share. Cash dividends were $0.68 per common share for the first six months of 2018. Total cash dividends declared were $35.58 million for the second quarter of 2018 and $71.33 million for the first six months of 2018 as compared to $34.62 million for the second quarter of 2017 and $61.40 million for the first six months of 2017.

 

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The objective of United’s Asset Liability Management function is to maintain consistent growth in net interest income within United’s policy guidelines. This objective is accomplished through the management of balance sheet liquidity and interest rate risk exposures due to changes in economic conditions, interest rate levels and customer preferences.

Interest Rate Risk

Management considers interest rate risk to be United’s most significant market risk. Interest rate risk is the exposure to adverse changes in United’s net interest income as a result of changes in interest rates. United’s earnings are largely dependent on the effective management of interest rate risk.

Management of interest rate risk focuses on maintaining consistent growth in net interest income within Board-approved policy limits. United’s Asset/Liability Management Committee (ALCO), which includes senior management representatives and reports to the Board of Directors, monitors and manages interest rate risk to maintain an acceptable level of change to net interest income as a result of changes in interest rates. Policy established for interest rate risk is stated in terms of the change in net interest income over a one-year and two-year horizon given an immediate and sustained increase or decrease in interest rates. The current limits approved by the Board of Directors are structured on a staged basis with each stage requiring specific actions.

United employs a variety of measurement techniques to identify and manage its exposure to changing interest rates. One such technique utilizes an earnings simulation model to analyze the sensitivity of net interest income to movements in interest rates. The model is based on actual cash flows and repricing characteristics for on and off-balance sheet instruments and incorporates market-based assumptions regarding the impact of changing interest rates on the prepayment rate of certain assets and liabilities. The model also includes executive management projections for activity levels in product lines offered by United. Assumptions based on the historical behavior of deposit rates and balances in relation to changes in interest rates are also incorporated into the model. Rate scenarios could involve parallel or nonparallel shifts in the yield curve, depending on historical, current, and expected conditions, as well as the need to capture any material effects of explicit or embedded options. These assumptions are inherently uncertain and, as a result, the model cannot precisely measure net interest income or precisely predict the impact of fluctuations in interest rates on net interest income. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and management’s strategies.

 

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Interest sensitive assets and liabilities are defined as those assets or liabilities that mature or are repriced within a designated time frame. The principal function of managing interest rate risk is to maintain an appropriate relationship between those assets and liabilities that are sensitive to changing market interest rates. The difference between rate sensitive assets and rate sensitive liabilities for specified periods of time is known as the “GAP.” Earnings-simulation analysis captures not only the potential of these interest sensitive assets and liabilities to mature or reprice, but also the probability that they will do so. Moreover, earnings-simulation analysis considers the relative sensitivities of these balance sheet items and projects their behavior over an extended period of time. United closely monitors the sensitivity of its assets and liabilities on an on-going basis and projects the effect of various interest rate changes on its net interest margin.

The following table shows United’s estimated earnings sensitivity profile as of June 30, 2018 and December 31, 2017:

 

Change in Interest Rates (basis points)

   Percentage Change in Net Interest Income  
   June 30,
2018
    December 31,
2017
 

+200

     (1.01 %)      (1.22 %) 

+100

     (0.47 %)      (0.48 %) 

-100

     1.06     (0.18 %) 

-200

            

At June 30, 2018, given an immediate, sustained 100 basis point upward shock to the yield curve used in the simulation model, net interest income for United is estimated to decrease by 0.47% over one year as compared to a decrease of 0.48% at December 31, 2017. A 200 basis point immediate, sustained upward shock in the yield curve would decrease net interest income by an estimated 1.01% over one year as of June 30, 2018, as compared to a decrease of 1.22% as of December 31, 2017. A 100 basis point immediate, sustained downward shock in the yield curve would increase net interest income by an estimated 1.06% over one year as of June 30, 2018 as compared to a decrease of 0.18%, over one year as of December 31, 2017. With the federal funds rate at 2.00% at June 30, 2018 and 1.50% at December 31, 2017, management believed a 200 basis point immediate, sustained decline in rates was highly unlikely.

In addition to the one year earnings sensitivity analysis, a two-year analysis is also performed. Compared to the one year analysis, United is projected to show improved performance in year two within the upward rate shock scenarios. Given an immediate, sustained 100 basis point upward shock to the yield curve used in the simulation model, net interest income for United is estimated to increase by 1.31% in year two as of June 30, 2018. A 200 basis point immediate, sustained upward shock in the yield curve would increase net interest income by an estimated 2.34% in year two as of June 30, 2018. A 100 basis point immediate, sustained downward shock in the yield curve would decrease net interest income by an estimated 0.46% in year two as of June 30, 2018.

This analysis does not include the potential increased refinancing activities, which should lessen the negative impact on net income from falling rates. While it is unlikely market rates would immediately move 100 or 200 basis points upward or downward on a sustained basis, this is another tool used by management and the Board of Directors to gauge interest rate risk. All of these estimated changes in net interest income are and were within the policy guidelines established by the Board of Directors.

To further aid in interest rate management, United’s subsidiary bank is a member of the Federal Home Loan Bank (FHLB). The use of FHLB advances provides United with a low risk means of matching maturities of earning assets and interest-bearing funds to achieve a desired interest rate spread over the life of the earning assets. In addition, United uses credit with large regional banks and trust preferred securities to provide funding.

 

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As part of its interest rate risk management strategy, United may use derivative instruments to protect against adverse price or interest rate movements on the value of certain assets or liabilities and on future cash flows. These derivatives commonly consist of interest rate swaps, caps, floors, collars, futures, forward contracts, written and purchased options. Interest rate swaps obligate two parties to exchange one or more payments generally calculated with reference to a fixed or variable rate of interest applied to the notional amount. United accounts for its derivative activities in accordance with the provisions of ASC Topic 815, “Derivatives and Hedging.”

Extension Risk

A key feature of most mortgage loans is the ability of the borrower to repay principal earlier than scheduled. This is called a prepayment. Prepayments arise primarily due to sale of the underlying property, refinancing, or foreclosure. In general, declining interest rates tend to increase prepayments, and rising interest rates tend to slow prepayments. Like other fixed-income securities, when interest rates rise, the value of mortgage- related securities generally declines. The rate of prepayments on underlying mortgages will affect the price and volatility of mortgage-related securities and may shorten or extend the effective maturity of the security beyond what was anticipated at the time of purchase. If interest rates rise, United’s holdings of mortgage-related securities may experience reduced returns if the borrowers of the underlying mortgages pay off their mortgages later than anticipated. This is generally referred to as extension risk.

At June 30, 2018, United’s mortgage related securities portfolio had an amortized cost of $1.4 billion, of which approximately $868 million or 61% were fixed rate collateralized mortgage obligations (CMOs). These fixed rate CMOs consisted primarily of planned amortization class (PACs), sequential-pay and accretion directed (VADMs) bonds having an average life of approximately 4.2 years and a weighted average yield of 2.58%, under current projected prepayment assumptions. These securities are expected to have very little extension risk in a rising rate environment. Current models show that an immediate, sustained upward shock of 300 basis points, the average life of these securities would only extend to 4.7 years. The projected price decline of the fixed rate CMO portfolio in rates up 300 basis points would be 11.5%, or less than the price decline of a 5-year treasury note. By comparison, the price decline of a 30-year current coupon mortgage backed security (MBS) given an immediate, sustained upward shock of 300 basis points would be approximately 19.4%.

United had approximately $256 million in balloon and other securities with a projected yield of 2.27% and a projected average life of 4 years on June 30, 2018. This portfolio consisted primarily of Fannie Mae Delegated Underwriting and Servicing (DUS) mortgage backed securities (MBS) with a weighted average loan age (WALA) of 4.3 years and a weighted average maturity (WAM) of 4.3 years.

United had approximately $109 million in 15-year mortgage backed securities with a projected yield of 2.47% and a projected average life of 3.8 years as of June 30, 2018. This portfolio consisted of seasoned 15-year mortgage paper with a weighted average loan age (WALA) of 4.9 years and a weighted average maturity (WAM) of 10.3 years.

United had approximately $89 million in 20-year mortgage backed securities with a projected yield of 2.79% and a projected average life of 5.3 years on June 30, 2018. This portfolio consisted of seasoned 20-year mortgage paper with a weighted average loan age (WALA) of 5.3 years and a weighted average maturity (WAM) of 14.3 years.

United had approximately $66 million in 30-year mortgage backed securities with a projected yield of 2.93% and a projected average life of 7.3 years on June 30, 2018. This portfolio consisted of seasoned 30-year mortgage paper and Home Equity Conversion Mortgages with a weighted average loan age (WALA) of 2.5 years and a weighted average maturity (WAM) of 27.8 years.

The remaining 4% of the mortgage related securities portfolio at June 30, 2018, included adjustable rate securities (ARMs), 10-year mortgage backed pass-through securities and other fixed rate mortgage backed securities.

 

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Item 4.

CONTROLS AND PROCEDURES

As of June 30, 2018, an evaluation was performed under the supervision of and with the participation of United’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of United’s disclosure controls and procedures. Based on that evaluation, United’s management, including the CEO and CFO, concluded that United’s disclosure controls and procedures as of June 30, 2018 were effective in ensuring that information required to be disclosed in the Quarterly Report on Form 10-Q was recorded, processed, summarized and reported within the time period required by the Securities and Exchange Commission’s rules and forms. There have been no changes in United’s internal control over financial reporting that occurred during the quarter ended June 30, 2018, or in other factors that have materially affected or are reasonably likely to materially affect United’s internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

Item 1.

LEGAL PROCEEDINGS

United and its subsidiaries are currently involved in various legal proceedings in the normal course of business. Management is vigorously pursuing all its legal and factual defenses and, after consultation with legal counsel, believes that all such litigation will be resolved with no material effect on United’s financial position.

 

Item 1A.

RISK FACTORS

In addition to the other information set forth in this report, please refer to United’s Annual Report on Form 10-K for the year ended December 31, 2017 for disclosures with respect to United’s risk factors which could materially affect United’s business, financial condition or future results. The risks described in the Annual Report on Form 10-K are not the only risks facing United. Additional risks and uncertainties not currently known to United or that United currently deems to be immaterial also may materially adversely affect United’s business, financial condition and/or operating results. There are no material changes from the risk factors disclosed in United’s Annual Report on Form 10-K for the year ended December 31, 2017.

 

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There have been no United equity securities sales during the quarter ended June 30, 2018 that were not registered. The table below includes certain information regarding United’s purchase of its common shares during the quarter ended June 30, 2018:

 

Period

   Total Number
of Shares
Purchased

(1) (2)
     Average Price
Paid
per Share
     Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans (3)
     Maximum Number
of Shares that May
Yet be Purchased
Under the Plans (3)
 

4/01 – 4/30/2018

     0      $ 00.00        0        2,000,000  

5/01 – 5/31/2018

     270,004      $ 36.65        270,000        1,730,000  

6/01 – 6/30/2018

     692,500      $ 37.09        692,500        1,037,500  
  

 

 

    

 

 

    

 

 

    

Total

     962,504      $ 36.97        962,500     
  

 

 

    

 

 

    

 

 

    

 

(1)

Includes shares exchanged in connection with the exercise of stock options and the vesting of restricted shares under United’s long-term incentive plans. Shares are purchased or vested pursuant to the terms of the applicable plan and not pursuant to a publicly announced stock repurchase plan. No shares were exchanged by participants in United’s long-term incentive plans for the quarter ended June 30, 2018.

(2)

Includes shares purchased in open market transactions by United for a rabbi trust to provide payment of benefits under a deferred compensation plan for certain key officers of United and its subsidiaries. For the quarter ended June 30, 2018, the following shares were purchased for the deferred compensation plan: May 2018 – 4 shares at an average price of $35.65.

(3)

In August of 2017, United’s Board of Directors approved a repurchase plan to repurchase up to 2 million shares of United’s common stock on the open market (the 2017 Plan). The timing, price and quantity of purchases under the plan are at the discretion of management and the plan may be discontinued, suspended or restarted at any time depending on the facts and circumstances.

 

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Item 3.

DEFAULTS UPON SENIOR SECURITIES

None.

 

Item 4.

MINE SAFETY DISCLOSURES

None.

 

Item 5.

OTHER INFORMATION

 

  (a)

None.

 

  (b)

No changes were made to the procedures by which security holders may recommend nominees to United’s Board of Directors.

Item 6. EXHIBITS

Index to exhibits required by Item 601 of Regulation S-K

 

Exhibit
No.
  

Description

  2.1    Agreement and Plan of Reorganization by and among United Bankshares, UBV Holding Company, LLC and Cardinal Financial Corporation (incorporated into this filing by reference to Exhibit 2.1 to the Form 8-K dated August 17, 2016 and filed August 18, 2016 for United Bankshares, Inc., File No. 0-13322)
  3.1    Articles of Incorporation (incorporated into this filing by reference to a Quarterly Report on Form 10-Q dated March 31, 2017 and filed May 9, 2017 for United Bankshares, Inc., File No.0-13322)
  3.2    Bylaws (incorporated into this filing by reference to a Current Report on Form 8-K dated January 25, 2010 and filed January 29, 2010 for United Bankshares, Inc., File No.0-13322)
31.1    Certification as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer (filed herewith)
31.2    Certification as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer (filed herewith)
32.1    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section  906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer (furnished herewith)
32.2    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section  906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer (furnished herewith)
101    Interactive data file (XBRL) (filed herewith)

 

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SIGNATURES

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

 

      UNITED BANKSHARES, INC.
      (Registrant)
Date:  

August 8, 2018

   

/s/ Richard M. Adams

      Richard M. Adams, Chairman of the Board and Chief Executive Officer
Date:  

August 8, 2018

   

/s/ W. Mark Tatterson

      W. Mark Tatterson, Executive Vice President and Chief Financial Officer

 

 

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