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Table of Contents

FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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

For the quarterly period ended March 31, 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: 0-13322

United Bankshares, Inc.

(Exact name of registrant as specified in its charter)

 

West Virginia   55-0641179

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

300 United Center

500 Virginia Street, East

Charleston, West Virginia

  25301
(Address of principal executive offices)   Zip Code

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

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; 105,141,385 shares outstanding as of April 30, 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) March 31, 2018 and December 31, 2017

     4  

Consolidated Statements of Income (Unaudited) for the Three Ended March 31, 2018 and 2017

     5  

Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2018 and 2017

     7  

Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) for the Three Months Ended March 31, 2018

     8  

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2018 and 2017

     9  

Notes to Consolidated Financial Statements

     10  

Item 2.

  

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

     56  

Item 3.

  

Quantitative and Qualitative Disclosures about Market Risk

     77  

Item 4.

  

Controls and Procedures

     80  

PART II. OTHER INFORMATION

  

Item 1.

  

Legal Proceedings

     81  

Item 1A.

  

Risk Factors

     81  

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

     81  

Item 3.

  

Defaults Upon Senior Securities

     82  

Item 4.

  

Mine Safety Disclosures

     82  

Item 5.

  

Other Information

     82  

Item 6.

  

Exhibits

     82  

Signatures

     83  

 

2


Table of Contents

PART I - FINANCIAL INFORMATION

 

Item 1. FINANCIAL STATEMENTS (UNAUDITED)

The March 31, 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 months ended March 31, 2018 and 2017, the related consolidated statement of changes in shareholders’ equity for the three months ended March 31, 2018, the related condensed consolidated statements of cash flows for the three months ended March 31, 2018 and 2017, and the notes to consolidated financial statements appear on the following pages.

 

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Table of Contents

CONSOLIDATED BALANCE SHEETS

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands, except par value)

 

     March 31
2018
    December 31
2017
 
     (Unaudited)     (Note 1)  

Assets

    

Cash and due from banks

   $ 178,071     $ 196,742  

Interest-bearing deposits with other banks

     960,308       1,468,636  

Federal funds sold

     791       789  
  

 

 

   

 

 

 

Total cash and cash equivalents

     1,139,170       1,666,167  

Securities available for sale at estimated fair value (amortized cost-$2,119,071 at March 31, 2018 and $1,900,684 at December 31, 2017)

     2,085,111       1,888,756  

Securities held to maturity (estimated fair value-$20,006 at March 31, 2018 and $20,018 at December 31, 2017)

     20,405       20,428  

Equity securities at estimated fair value

     11,160       0  

Other investment securities

     152,287       162,461  

Loans held for sale (at fair value-$192,673 at March 31, 2018 and $263,308 at December 31, 2017)

     193,915       265,955  

Loans

     12,998,435       13,027,337  

Less: Unearned income

     (14,018     (15,916
  

 

 

   

 

 

 

Loans net of unearned income

     12,984,417       13,011,421  

Less: Allowance for loan losses

     (76,653     (76,627
  

 

 

   

 

 

 

Net loans

     12,907,764       12,934,794  

Bank premises and equipment

     103,009       104,894  

Goodwill

     1,478,580       1,478,380  

Accrued interest receivable

     54,815       52,815  

Other assets

     473,486       484,309  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 18,619,702     $ 19,058,959  
  

 

 

   

 

 

 

Liabilities

    

Deposits:

    

Noninterest-bearing

   $ 4,344,203     $ 4,294,687  

Interest-bearing

     9,301,965       9,535,904  
  

 

 

   

 

 

 

Total deposits

     13,646,168       13,830,591  

Borrowings:

    

Federal funds purchased

     17,615       16,235  

Securities sold under agreements to repurchase

     250,771       311,352  

Federal Home Loan Bank borrowings

     1,060,948       1,271,531  

Other long-term borrowings

     233,961       242,446  

Reserve for lending-related commitments

     755       679  

Accrued expenses and other liabilities

     158,171       145,595  
  

 

 

   

 

 

 

TOTAL LIABILITIES

     15,368,389       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-105,181,868 and 105,069,821 at March 31, 2018 and December 31, 2017, respectively, including 40,698 and 29,173 shares in treasury at March 31, 2018 and December 31, 2017, respectively

     262,955       262,675  

Surplus

     2,130,092       2,129,077  

Retained earnings

     924,263       891,816  

Accumulated other comprehensive loss

     (64,553     (42,025

Treasury stock, at cost

     (1,444     (1,013
  

 

 

   

 

 

 

TOTAL SHAREHOLDERS’ EQUITY

     3,251,313       3,240,530  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   $ 18,619,702     $ 19,058,959  
  

 

 

   

 

 

 

See notes to consolidated unaudited financial statements.

 

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Table of Contents

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands, except per share data)

 

     Three Months Ended  
     March 31  
     2018     2017  

Interest income

    

Interest and fees on loans

   $ 148,928     $ 108,942  

Interest on federal funds sold and other short-term investments

     4,917       2,686  

Interest and dividends on securities:

    

Taxable

     11,875       8,011  

Tax-exempt

     1,465       1,119  
  

 

 

   

 

 

 

Total interest income

     167,185       120,758  

Interest expense

    

Interest on deposits

     15,657       8,468  

Interest on short-term borrowings

     421       304  

Interest on long-term borrowings

     7,064       4,366  
  

 

 

   

 

 

 

Total interest expense

     23,142       13,138  
  

 

 

   

 

 

 

Net interest income

     144,043       107,620  

Provision for loan losses

     5,178       5,899  
  

 

 

   

 

 

 

Net interest income after provision for loan losses

     138,865       101,721  

Other income

    

Fees from trust services

     3,091       3,030  

Fees from brokerage services

     2,224       1,856  

Fees from deposit services

     8,230       7,706  

Bankcard fees and merchant discounts

     1,356       884  

Other service charges, commissions, and fees

     509       477  

Income from bank-owned life insurance

     1,254       1,217  

Income from mortgage banking activities

     14,570       675  

Net investment securities (losses) gains

     (485     3,940  

Other income

     443       361  
  

 

 

   

 

 

 

Total other income

     31,192       20,146  

Other expense

    

Employee compensation

     40,836       24,033  

Employee benefits

     9,571       6,903  

Net occupancy expense

     9,427       6,784  

Other real estate owned (OREO) expense

     946       1,414  

Equipment expense

     3,157       1,965  

Data processing expense

     5,850       4,043  

Bankcard processing expense

     466       465  

FDIC insurance expense

     1,848       1,751  

Other expense

     18,351       15,484  
  

 

 

   

 

 

 

Total other expense

     90,452       62,842  
  

 

 

   

 

 

 

Income before income taxes

     79,605       59,025  

Income taxes

     17,899       20,216  
  

 

 

   

 

 

 

Net income

   $ 61,706     $ 38,809  
  

 

 

   

 

 

 

 

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Table of Contents

CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - continued

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands, except per share data)

 

     Three Months Ended  
     March 31  
     2018      2017  

Earnings per common share:

     

Basic

   $ 0.59      $ 0.48  
  

 

 

    

 

 

 

Diluted

   $ 0.59      $ 0.48  
  

 

 

    

 

 

 

Dividends per common share

   $ 0.34      $ 0.33  
  

 

 

    

 

 

 

Average outstanding shares:

     

Basic

     104,859,427        80,902,368  

Diluted

     105,162,858        81,306,540  

See notes to consolidated unaudited financial statements

 

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Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands)

 

     Three Months Ended  
     March 31  
     2018     2017  

Net income

   $ 61,706     $ 38,809  

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

     (16,773     3,378  

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

     1       1  

Change in defined benefit pension plan, net of tax

     733       695  
  

 

 

   

 

 

 

Comprehensive income, net of tax

   $ 45,667     $ 42,883  
  

 

 

   

 

 

 

 

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CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands, except per share data)

 

     Three Months Ended March 31, 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       61,706       0       0       61,706  

Other comprehensive income, net of tax:

     0        0        0       0       (16,039     0       (16,039
                

 

 

 

Total comprehensive income, net of tax

                   45,667  

Stock based compensation expense

     0        0        968       0       0       0       968  

Purchase of treasury stock (10,842 shares)

     0        0        0       0       0       (404     (404

Cash dividends ($0.34 per share)

     0             (35,748     0       0       (35,748

Grant of restricted stock (97,004 shares)

     97,004        243        (243     0       0       0       0  

Forfeiture of restricted stock (683 shares)

     0        0        27       0       0       (27     0  

Common stock options exercised (15,043 shares)

     15,043        37        263       0       0       0       300  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2018

     105,181,868      $ 262,955      $ 2,130,092     $ 924,263     ($ 64,553   ($ 1,444   $ 3,251,313  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See notes to consolidated unaudited financial statements.

 

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Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands)

 

     Three Months Ended  
     March 31  
     2018     2017  

NET CASH PROVIDED BY OPERATING ACTIVITIES

   $ 158,484     $ 64,973  

INVESTING ACTIVITIES

    

Proceeds from maturities and calls of securities held to maturity

     1       2,886  

Proceeds from sales of securities available for sale

     36,850       7,376  

Proceeds from maturities and calls of securities available for sale

     66,067       91,422  

Purchases of securities available for sale

     (330,031     (64,335

Proceeds from sales of equity securities

     159       0  

Purchases of equity securities

     (181     0  

Proceeds from sales and redemptions of other investment securities

     9,046       7,465  

Purchases of other investment securities

     (3,672     (6,227

Purchases of bank premises and equipment

     (756     (1,680

Proceeds from sales of bank premises and equipment

     1       0  

Proceeds from the sales of OREO properties

     3,433       1,558  

Net change in loans

     32,091       (70,415
  

 

 

   

 

 

 

NET CASH USED IN INVESTING ACTIVITIES

     (186,992     (31,950
  

 

 

   

 

 

 

FINANCING ACTIVITIES

    

Cash dividends paid

     (35,713     (25,311

Acquisition of treasury stock

     (404     0  

Proceeds from exercise of stock options

     300       324  

Repayment of long-term Federal Home Loan Bank borrowings

     (625,000     (805,176

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

     615,000       795,000  

Repayment of trust preferred issuance

     (9,374     0  

Changes in:

    

Deposits

     (184,097     265,509  

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

     (259,201     (30,568
  

 

 

   

 

 

 

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

     (498,489     199,778  
  

 

 

   

 

 

 

(Decrease) Increase in cash and cash equivalents

     (526,997     232,801  

Cash and cash equivalents at beginning of year

     1,666,167       1,434,527  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 1,139,170     $ 1,667,328  
  

 

 

   

 

 

 

Supplemental information

    

Noncash investing activities:

    

Transfers of loans to OREO

   $ 527     $ 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 March 31, 2018 and 2017 and for the three-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 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.

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.

 

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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 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” ASU 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 not be eligible for capitalization in assets. ASU 2017-07 was effective for United on January 1, 2018. The adoption of ASU 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 2017-04, “Intangibles – Goodwill and Other (topic 350).” ASU 2017-04 eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. ASU 2017-04 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.

 

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In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” ASU 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 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 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” ASU 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 2016-15 using a retrospective transition method to each period presented. ASU 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 2016-13, “Financial Instruments – Credit Losses.” ASU 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 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 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 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” ASU 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 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 2016-09 also requires that all income tax-related cash flows resulting from share-based payments be reported as operating activities 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 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 2016-02, “Leases (Topic 842)”. ASU 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 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

 

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lease by a lessee will depend on its classification as a finance or operating lease. ASU 2016-02 is effective for United on January 1, 2019. The Company is currently assessing the impact of the adoption of ASU 2016-02 on the Company’s results of operations, financial position and cash flows. Significant implementation matters being addressed by the Company include gathering, documenting and analyzing all leases to assess the impact on accounting and disclosures, evaluating and implementing a third-party lease accounting software solution, assessing the impact to its internal controls over financial reporting, and documenting the new lease accounting process.

In January 2016, the FASB issued ASU 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 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 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 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 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 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 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 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 2014-09 for the first three months of 2018 were also immaterial to United’s consolidated financial position, results of operations, shareholders’ equity, cash flows and disclosures.

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.

 

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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.

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 preliminary purchase price has been allocated to the identifiable tangible and intangible assets resulting in preliminary additions to goodwill, core deposit intangibles and the George Mason trade name intangible of $613,486, $28,724 and $1,080, respectively. The core deposit intangibles are expected to be 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 expected to be

 

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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 preliminary 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 March 31, 2018, the discounts on leases and trust preferred issuances had an average estimated remaining life of 5.5 years and 16.47 years, respectively, and the premiums on the interest-bearing deposits and the FHLB advances each had an average estimated remaining life of 4.5 years and 4.31 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 March 31, 2018. The estimated fair values of the acquired assets and assumed liabilities, including identifiable intangible assets and goodwill are preliminary as of March 31, 2018 and are subject to refinement as additional information relative to closing date fair values becomes available. Any subsequent adjustments to the fair values of acquired assets and liabilities assumed, identifiable intangible assets, or other purchase accounting adjustments will result in adjustments to goodwill within the measurement period following the date of acquisition.

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.

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.

 

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The consideration paid for Cardinal’s common equity and the preliminary 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

     24,208  

Core deposit intangibles

     28,724  

George Mason trade name intangible

     1,080  

Other assets

     135,383  
  

 

 

 

Total identifiable assets

   $ 4,069,669  

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  
  

 

 

 

Preliminary fair value of net assets acquired including identifiable intangible assets

     361,768  
  

 

 

 

Preliminary resulting goodwill

   $ 613,486  
  

 

 

 

The operating results of United for the three months ended March 31, 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 $340,632 in total revenues, which represents net interest income plus other income, and $157,852 in net income from the period from the Cardinal Acquisition Date to March 31, 2018. Cardinal’s results of operations prior to the Cardinal Acquisition Date are not included in United’s consolidated financial statements.

The following table presents certain unaudited pro forma information for the results of operations for the three months ended March 31, 2017, as if the Cardinal merger had occurred on January 1, 2017. These results combine the historical results of Cardinal into United’s consolidated statement of income and, while certain adjustments were made for the estimated impact of certain fair valuation adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on the indicated date nor are they intended to represent or be indicative of future results of operations. In particular, no adjustments have been made to eliminate the amount of Cardinal’s provision for credit losses for the three months ended March 31, 2017 that may not have been necessary had the acquired loans been recorded at fair value as of the beginning of 2017. Additionally, United expects to achieve operating cost savings and other business synergies as a result of the acquisition which are not reflected in the pro forma amounts.

 

     Proforma
Three Months Ended
March 31, 2017
 

Total Revenues (1)

   $ 191,052  

Net Income

     54,710  

 

(1) 

Represents net interest income plus other income

 

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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.

 

     March 31, 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

   $ 163,718      $ 237      $ 849      $ 163,106      $ 0  

State and political subdivisions

     297,481        1,300        5,069        293,712        0  

Residential mortgage-backed securities

              

Agency

     934,557        993        20,003        915,547        0  

Non-agency

     4,665        501        0        5,166        86  

Commercial mortgage-backed securities

              

Agency

     485,851        281        9,353        476,779        0  

Asset-backed securities

     146,774        285        475        146,584        0  

Trust preferred collateralized debt obligations

     9,192        0        1,128        8,064        2,586  

Single issue trust preferred securities

     13,433        327        614        13,146        0  

Other corporate securities

     63,400        337        730        63,007        0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 2,119,071      $ 4,261      $ 38,221      $ 2,085,111      $ 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 March 31, 2018 and December 31, 2017.

 

     Less than 12 months      12 months or longer  
     Fair      Unrealized      Fair      Unrealized  
     Value      Losses      Value      Losses  
March 31, 2018            

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

   $ 65,919      $ 722      $ 22,751      $ 127  

State and political subdivisions

     137,221        1,584        55,674        3,485  

Residential mortgage-backed securities

           

Agency

     682,082        13,128        172,052        6,875  

Non-agency

     0        0        0        0  

Commercial mortgage-backed securities

           

Agency

     391,087        7,961        60,595        1,392  

Asset-backed securities

     56,833        475        0        0  

Trust preferred collateralized debt obligations

     0        0        5,049        1,128  

Single issue trust preferred securities

     0        0        5,100        614  

Other corporate securities

     41,634        730        0        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 1,374,776      $ 24,600      $ 321,221      $ 13,621  
  

 

 

    

 

 

    

 

 

    

 

 

 
     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
March  31
 
     2018      2017  

Proceeds from sales and calls

   $ 99,703      $ 98,798  

Gross realized gains

     1,163        214  

Gross realized losses

     1,312        0  

At March 31, 2018, gross unrealized losses on available for sale securities were $38,221 on 635 securities of a total portfolio of 870 available for sale securities. Securities in an unrealized loss position at March 31, 2018 consisted primarily of trust preferred collateralized debt obligations (Trup Cdos), single issue trust preferred securities, state and political subdivision securities, and agency commercial and residential mortgage-backed securities. The Trup Cdos and the single issue trust preferred securities relate to securities of financial institutions. 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 $297,481 at March 31, 2018. As of March 31, 2018, approximately 77% 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 March 31, 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 March 31, 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 $1,420,408 at March 31, 2018. Of the $1,420,408 amount, $485,851 was related to agency commercial mortgage-backed securities and $934,557 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 March 31, 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 $4,665 at March 31, 2018. Of the $4,665 amount, $473 thousand was rated above investment grade and $4,192 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 March 31, 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 first 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 March 31, 2018 consisted of $7,719 in investment grade bonds and $5,714 in unrated bonds. The investment grade bonds were rated either Baa3 or BBB-. All of the unrated bonds were in an unrealized loss position for twelve months or longer as of March 31, 2018.

Trust preferred collateralized debt obligations (Trup Cdos)

The total amortized cost balance of United’s Trup Cdo portfolio was $9,192 as of March 31, 2018. Compared to the prior quarter, the total amortized cost balance declined by $28,664 due mainly to the sale of seven securities totaling $25,315, and the redemption of one security at par in the amount of $3,300. Of the remaining $9,192, one additional security totaling $3,016 was redeemed at par on April 3, 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 March 31, 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 March 31, 2018 is other-than-temporarily impaired.

Corporate securities

As of March 31, 2018, United’s Corporate securities portfolio had a total amortized cost balance of $63,400. The majority of the portfolio consisted of debt issuances of corporations representing a variety of industries, including financial institutions. Of the $63,400, 67% was investment grade rated and 33% 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 March 31, 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
March  31
 
     2018      2017  

Balance of cumulative credit losses at beginning of period

   $ 18,060      $ 22,162  

Additions for credit losses recognized in earnings during the period:

     

Additional credit losses on securities for which OTTI was previously recognized

     0        0  

Reductions for securities sold or paid off during the period

     (14,861      0  
  

 

 

    

 

 

 

Balance of cumulative credit losses at end of period

   $ 3,199      $ 22,162  
  

 

 

    

 

 

 

The amortized cost and estimated fair value of securities available for sale at March 31, 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.

 

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Table of Contents
     March 31, 2018      December 31, 2017  
            Estimated             Estimated  
     Amortized      Fair      Amortized      Fair  
     Cost      Value      Cost      Value  

Due in one year or less

   $ 52,863      $ 52,753      $ 50,311      $ 50,212  

Due after one year through five years

     476,361        471,410        386,039        384,585  

Due after five years through ten years

     445,861        436,757        400,129        398,208  

Due after ten years

     1,143,986        1,124,191        1,054,493        1,045,873  

Marketable equity securities

     0        0        9,712        9,878  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 2,119,071      $ 2,085,111      $ 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:

 

     March 31, 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

   $ 5,160      $ 241      $ 0      $ 5,401  

State and political subdivisions

     5,797        9        0        5,806  

Residential mortgage-backed securities

           

Agency

     23        3        0        26  

Single issue trust preferred securities

     9,405        0        652        8,753  

Other corporate securities

     20        0        0        20  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 20,405      $ 253      $ 652      $ 20,006  
  

 

 

    

 

 

    

 

 

    

 

 

 
     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 March 31, 2018, the Company’s largest held-to-maturity single-issue trust preferred exposure was to SunTrust Bank ($7,428). The two held-to-maturity single-issue trust preferred exposures with at least one rating below investment grade included SunTrust Bank ($7,428) and Royal Bank of Scotland ($976).

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

 

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The amortized cost and estimated fair value of debt securities held to maturity at March 31, 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.

 

     March 31, 2018      December 31, 2017  
            Estimated             Estimated  
     Amortized      Fair      Amortized      Fair  
     Cost      Value      Cost      Value  

Due in one year or less

   $ 0      $ 0      $ 0      $ 0  

Due after one year through five years

     9,318        9,566        9,344        9,660  

Due after five years through ten years

     8,091        7,618        5,663        5,343  

Due after ten years

     2,996        2,822        5,421        5,015  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 20,405      $ 20,006      $ 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 $11,160 at March 31, 2018. Prior to March 31, 2018 and the adoption of ASU 2016-01, equity securities were included in available for sale securities.

 

     Three Months
Ended

March  31, 2018
 

Net gains (losses) recognized during the period

   $ (36

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

     2  

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

     39  

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

     77  

Other investment securities

During the first quarter of 2018, United evaluated all of its cost method investments to determine if certain events or changes in circumstances during the first quarter of 2018 had a significant adverse effect on the fair value of any of its cost method securities. United determined that there was one security that experienced an adverse event during the first quarter. Total impairment of $300 was recognized on this security. With the exception of this one security, there were no other events or changes in circumstances during the first quarter which would have an adverse effect on the fair value of its cost method securities.

The carrying value of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes as required or permitted by law, approximated $1,612,649 and $1,403,565 at March 31, 2018 and December 31, 2017, respectively.

 

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Table of Contents

4. LOANS

Major classes of loans are as follows:

 

     March 31,
2018
     December 31,
2017
 

Commercial, financial and agricultural:

     

Owner-occupied commercial real estate

   $ 1,366,980      $ 1,361,629  

Nonowner-occupied commercial real estate

     4,426,776        4,451,298  

Other commercial loans

     1,952,322        1,998,979  
  

 

 

    

 

 

 

Total commercial, financial & agricultural

     7,746,078        7,811,906  

Residential real estate

     3,065,990        2,996,171  

Construction & land development

     1,433,125        1,504,907  

Consumer:

     

Bankcard

     9,372        10,314  

Other consumer

     743,870        704,039  
  

 

 

    

 

 

 

Total gross loans

   $ 12,998,435      $ 13,027,337  
  

 

 

    

 

 

 

The table above does not include loans held for sale of $193,915 and $265,955 at March 31, 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 $189,675 or 1.46% of total gross loans at March 31, 2018 and $210,521 or 1.62% of total gross loans at December 31, 2017. The contractual principal in these acquired impaired loans was $253,827 and $285,964 at March 31, 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 three months of 2018 follows:

 

Accretable yield at the beginning of the period

   $ 39,098  

Accretion (including cash recoveries)

     (4,053

Additions

     0  

Net reclassifications to accretable from non-accretable

     4,493  

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

     (1,948
  

 

 

 

Accretable yield at the end of the period

   $ 37,590  
  

 

 

 

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 $35,777 and $36,360 at March 31, 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 March 31, 2018, United had TDRs of $48,271 as compared to $50,129 as of December 31, 2017. Of the $48,271 aggregate balance of TDRs at March 31, 2018, $33,592 was on nonaccrual and $85 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 March 31, 2018, there were no commitments to lend additional funds to debtors owing receivables whose terms have been modified in TDRs. At March 31, 2018, United had restructured loans in the amount of $1,760 that were modified by a reduction in the interest rate, $1,891 that were modified by a combination of a reduction in the interest rate and the principal and $44,620 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.

No loans were restructured during the first quarter of 2018. The following table sets forth United’s troubled debt restructurings that were restructured during the three months ended March 31, 2017, segregated by class of loans.

 

     Troubled Debt Restructurings  
     For the Three Months Ended  
     March 31, 2017  
     Number of
Contracts
     Pre-
Modification
Outstanding
Recorded
Investment
     Post-
Modification
Outstanding
Recorded
Investment
 

Commercial real estate:

        

Owner-occupied

     0      $ 0      $ 0  

Nonowner-occupied

     0        0        0  

Other commercial

     4        2,752        2,741  

Residential real estate

     0        0        0  

Construction & land development

     1        1,456        1,450  

Consumer:

        

Bankcard

     0        0        0  

Other consumer

     0        0        0  
  

 

 

    

 

 

    

 

 

 

Total

     5      $ 4,208      $ 4,191  
  

 

 

    

 

 

    

 

 

 

During the first quarter of 2017, $4,191 of restructured loans were modified by a change in terms. In some instances, the post-modification balance on the restructured loans is larger than the pre-modification balance due to the advancement of monies for items such as delinquent taxes on real estate property. The loans were evaluated individually for allocation within United’s allowance for loan losses. The modifications had an immaterial impact on the financial condition and results of operations for United.

 

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Table of Contents

No loans restructured during the twelve-month periods ended March 31, 2018 and 2017 subsequently defaulted, resulting in a principal charge-off during the first quarters of 2018 and 2017.

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

Age Analysis of Past Due Loans

As of March 31, 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

   $ 13,303      $ 18,862      $ 32,165      $ 1,334,815      $ 1,366,980      $ 847  

Nonowner-occupied

     7,248        19,294        26,542        4,400,234        4,426,776        139  

Other commercial

     35,269        59,412        94,681        1,857,641        1,952,322        962  

Residential real estate

     30,344        25,641        55,985        3,010,005        3,065,990        6,027  

Construction & land development

     3,138        18,403        21,541        1,411,584        1,433,125        152  

Consumer:

                 

Bankcard

     185        121        306        9,066        9,372        121  

Other consumer

     6,417        1,196        7,613        736,257        743,870        917  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 95,904      $ 142,929      $ 238,833      $ 12,759,602      $ 12,998,435      $ 9,165  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Other includes loans with a recorded investment of $189,675 acquired and accounted for under ASC topic 310-30 “Loans and Debt Securities Acquired with Deteriorated Credit Quality”.

Age Analysis of Past Due Loans

As of December 31, 2017

 

 

     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”.

 

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Table of Contents

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

Loans on Nonaccrual Status

 

      March  31,
2018
     December 31,
2017
 

Commercial real estate:

     

Owner-occupied

   $ 18,015    $ 13,205

Nonowner-occupied

     19,155      19,814

Other commercial

     58,450      67,536

Residential real estate

     19,614      22,118

Construction & land development

     18,251      16,805

Consumer:

     

Bankcard

     0      0

Other consumer

     279      193
  

 

 

    

 

 

 

Total

   $ 133,764    $ 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.

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.

 

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

Credit Quality Indicators

Corporate Credit Exposure

 

As of March 31, 2018

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

Grade:

           

Pass

   $ 1,291,287      $ 4,250,743      $ 1,820,513      $ 1,349,638  

Special mention

     14,448        72,997        51,165        3,779  

Substandard

     61,245        103,036        77,848        79,708  

Doubtful

     0        0        2,796        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 1,366,980      $ 4,426,776      $ 1,952,322      $ 1,433,125  
  

 

 

    

 

 

    

 

 

    

 

 

 

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  
  

 

 

    

 

 

    

 

 

    

 

 

 

Credit Quality Indicators

Consumer Credit Exposure

 

As of March 31, 2018

 
     Residential
Real Estate
     Bankcard      Other
Consumer
 

Grade:

        

Pass

   $ 3,011,824      $ 9,066      $ 736,184  

Special mention

     20,738        185        6,460  

Substandard

     33,428        121        1,226  

Doubtful

     0        0        0  
  

 

 

    

 

 

    

 

 

 

Total

   $ 3,065,990      $ 9,372      $ 743,870  
  

 

 

    

 

 

    

 

 

 

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

 

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Table of Contents

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  
     March 31, 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

   $ 75,776    $ 75,941      $ 0      $ 78,117      $ 78,419    $ 0  

Nonowner-occupied

     117,589      117,648        0        134,136        134,195      0  

Other commercial

     52,394      54,953        0        46,993        49,552      0  

Residential real estate

     24,125      24,787        0        26,751        28,202      0  

Construction & land development

     48,320      53,084        0        52,279        59,691      0  

Consumer:

                 

Bankcard

     0        0        0        0        0      0  

Other consumer

     42        42        0        15        15      0  

With an allowance recorded:

                 

Commercial real estate:

                 

Owner-occupied

   $ 5,873    $ 5,873      $ 1,075      $ 9,132      $ 9,132    $ 2,251  

Nonowner-occupied

     8,543      8,543        1,471        7,797        7,797      1,592

Other commercial

     48,082      55,905        16,180        60,512        70,396      16,721

Residential real estate

     11,887      13,438        1,742        9,813        10,418      1,552

Construction & land development

     2,015      4,664        217        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

   $ 81,649      $ 81,814      $ 1,075      $ 87,249      $ 87,551    $ 2,251  

Nonowner-occupied

     126,132        126,191        1,471        141,933        141,992      1,592

Other commercial

     100,476        110,858        16,180        107,505        119,948      16,721

Residential real estate

     36,012        38,225        1,742        36,564        38,620      1,552

Construction & land development

     50,335        57,748        217        53,662        61,074      229

Consumer:

                 

Bankcard

     0        0        0        0        0      0

Other consumer

     42        42        0        15        15        0

 

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Table of Contents
     Impaired Loans  
     For the Three Months Ended  
     March 31, 2018      March 31, 2017  
     Average
Recorded
Investment
     Interest
Income
Recognized
     Average
Recorded
Investment
     Interest
Income
Recognized
 

With no related allowance recorded:

           

Commercial real estate:

           

Owner-occupied

   $ 76,947    $ 377    $ 55,857    $ 421

Nonowner-occupied

     125,863        120        82,528      117

Other commercial

     49,693        206        49,286        220

Residential real estate

     25,437        83        21,814        41

Construction & land development

     50,300        103        35,949      76

Consumer:

           

Bankcard

     0        0        0      0

Other consumer

     28        0        36        0

With an allowance recorded:

           

Commercial real estate:

           

Owner-occupied

   $ 7,502    $ 25    $ 7,663    $ 137

Nonowner-occupied

     8,170      59      16,096      83

Other commercial

     54,297      19        58,824      370

Residential real estate

     10,850      0        13,113      8

Construction & land development

     1,699      20      4,161      21

Consumer:

           

Bankcard

     0      0        0      0

Other consumer

     0      0        0      0

Total:

           

Commercial real estate:

           

Owner-occupied

   $ 84,449    $ 402    $ 63,520    $ 558

Nonowner-occupied

     134,033      179      98,624      200

Other commercial

     103,990      225      108,110      590

Residential real estate

     36,287      83      34,927      49

Construction & land development

     51,999      123      40,110      97  

Consumer:

           

Bankcard

     0      0        0      0

Other consumer

     28      0        36      0

At March 31, 2018 and December 31, 2017, other real estate owned (“OREO”)  included in other assets in the Consolidated Balance Sheets was $22,778 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 March 31, 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 $377 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 months ended March 31, 2018 and 2017, 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 $1,279 and $367, respectively.

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 $755 and $679 at March 31, 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 and Carrying Amount of Loans

For the Three Months Ended March 31, 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

    1,015     0     2,868     910     460     605     0     5,858

Recoveries

    55       136       106       264       2       143       0     706

Provision

    (722     269     4,490     972     (300     372     97     5,178
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

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

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending Balance: individually evaluated for impairment

  $ 1,075   $ 1,471   $ 16,180   $ 1,742   $ 217   $ 0   $ 0   $ 20,685

Ending Balance: collectively evaluated for impairment

  $ 2,644   $ 5,303   $ 30,737   $ 8,511   $ 6,212   $ 2,391   $ 170     $ 55,968

Ending Balance: loans acquired with deteriorated credit quality

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

Financing receivables:

               

Ending balance

  $ 1,366,980     $ 4,426,776     $ 1,952,322     $ 3,065,990     $ 1,433,125     $ 753,242     $ 0     $ 12,998,435  

Ending Balance: individually evaluated for impairment

  $ 33,438   $ 22,868   $ 71,478   $ 13,856   $ 16,909   $ 0   $ 0   $ 158,549

Ending Balance: collectively evaluated for impairment

  $ 1,301,725     $ 4,310,587     $ 1,853,603     $ 3,039,123     $ 1,391,948     $ 753,225     $ 0     $ 12,650,211  

Ending Balance: loans acquired with deteriorated credit quality

  $ 31,817   $ 93,321   $ 27,241   $ 13,011   $ 24,268   $ 17     $ 0   $ 189,675

 

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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  

7. INTANGIBLE ASSETS

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

 

    March 31, 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     ($ 56,463   $ 0     ($ 0   $ 98,359     ($ 56,463
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-amortized intangible assets:

           

George Mason trade name

  $ 0       $ 1,080       $ 1,080    
 

 

 

     

 

 

     

 

 

   

Goodwill not subject to amortization

  $ 1,473,265       $ 5,315       $ 1,478,580    
 

 

 

     

 

 

     

 

 

   

 

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Table of Contents
    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  

Preliminary addition to goodwill from Cardinal acquisition

     0        200        200  
  

 

 

    

 

 

    

 

 

 

Goodwill at March 31, 2018

   $ 1,473,265      $ 5,315      $ 1,478,580  
  

 

 

    

 

 

    

 

 

 

United incurred amortization expense of $2,010 and $1,048 for the quarters ended March 31, 2018 and 2017, respectively.

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

 

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Table of Contents

amount of $230,000. These lines of credit, which bear interest at prevailing market rates, permit United to borrow funds in the overnight market, and are renewable annually subject to certain conditions. At March 31, 2018, federal funds purchased were $17,615 while total securities sold under agreements to repurchase (REPOs) were $250,771. Included in the $250,771 of total REPOs is a wholesale REPOs of $50,000, assumed in the Virginia Commerce merger. This wholesale REPO is scheduled to mature in May of 2018. The securities sold under agreements to repurchase were accounted for as collateralized financial transactions. They were recorded at the amounts at which the securities were acquired or sold plus accrued interest.

United has a $20,000 line of credit with an unrelated financial institution to provide for general liquidity needs. The line is an unsecured, revolving line of credit. The line will be renewable on a 360-day basis and will carry an indexed, floating-rate of interest. The line requires compliance with various financial and nonfinancial covenants. At March 31, 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 March 31, 2018, United had an unused borrowing amount of approximately $4,213,640 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 March 31, 2018, $1,060,948 of FHLB advances with a weighted-average interest rate of 1.84% are scheduled to mature within the next seven years.

The scheduled maturities of these FHLB borrowings are as follows:

 

Year    Amount  

2018

   $ 746,863  

2019

     187,516  

2020

     42,013  

2021

     52,693  

2022 and thereafter

     31,863  
  

 

 

 

Total

   $ 1,060,948  
  

 

 

 

At March 31, 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 March 31, 2018 and December 31, 2017, the outstanding balance of the Debentures was $233,961 and $242,446, respectively, and was included in the category of long-term debt on the Consolidated Balance Sheets entitled “Other long-term borrowings.” The Capital Securities are not included as a component of shareholders’ equity in the Consolidated Balance Sheets. United fully and unconditionally guarantees each individual trust’s obligations under the Capital Securities.

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

 

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Table of Contents

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 $4,001,212 and $4,224,719 of loan commitments outstanding as of March 31, 2018 and December 31, 2017, respectively, the majority of which contractually expire within one year. Included in the March 31, 2018 amount are commitments to extend credit of $400,836 related to George Mason’s mortgage loan funding commitments and are of a short-term nature.

Commercial and standby letters of credit are agreements used by United’s customers as a means of improving their credit standing in their dealings with others. Under these agreements, United guarantees certain financial commitments of its customers. A commercial letter of credit is issued specifically to facilitate trade or commerce. Typically, under the terms of a commercial letter of credit, a commitment is drawn upon when the underlying transaction is consummated as intended between the customer and a third party. As of March 31, 2018 and 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 $142,532 and $147,017 as of March 31, 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 March 31, 2018.

 

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Table of Contents

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.

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

 

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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.

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

 

     Asset Derivatives  
     March 31, 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      $ 88,679      $ 2,514        Other assets      $ 71,831      $ 538  
     

 

 

    

 

 

       

 

 

    

 

 

 

Total derivatives designated as hedging instruments

      $ 88,679      $ 2,514         $ 71,831      $ 538  
     

 

 

    

 

 

       

 

 

    

 

 

 

Derivatives not designated as hedging instruments

                 

Forward loan sales commitments

     Other assets      $ 15,712      $ 73        Other assets      $ 31,024      $ 2  

Interest rate lock commitments

     Other assets        195,330        5,610        Other assets        148,866        4,559  
     

 

 

    

 

 

       

 

 

    

 

 

 

Total derivatives not designated as hedging instruments

      $ 211,042      $ 5,683         $ 179,890      $ 4,561  
     

 

 

    

 

 

       

 

 

    

 

 

 

Total asset derivatives

      $ 299,721      $ 8,197         $ 251,721      $ 5,099  
     

 

 

    

 

 

       

 

 

    

 

 

 

 

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Table of Contents
     Liability Derivatives  
     March 31, 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      $ 258,000      $ 762      Other liabilities    $ 236,500      $ 312  

Interest rate lock commitments

     Other liabilities        0        0      Other liabilities      0        0  
     

 

 

    

 

 

       

 

 

    

 

 

 

Total derivatives not designated as hedging instruments

      $ 258,000      $ 762         $ 236,500      $ 312  
     

 

 

    

 

 

       

 

 

    

 

 

 

Total liability derivatives

      $ 258,000      $ 762         $ 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.

The effect of United’s derivative financial instruments on its unaudited Consolidated Statements of Income for the three months ended March 31, 2018 and 2017 are presented as follows:

 

            Three Months Ended  
     Income  Statement
Location
     March 31,
2018
    March 31,
2017
 

Derivatives in hedging relationships Fair Value Hedges:

       

Interest rate swap contracts

     Interest income/(expense)      $ (42   $ (158
     

 

 

   

 

 

 

Total derivatives in hedging relationships

      $ (42   $ (158
     

 

 

   

 

 

 

Derivatives not designated as hedging instruments

       

Forward loan sales commitments

    
Income from Mortgage
Banking Activities
 
 
   $ 73     $ 0  

TBA mortgage-backed securities

    
Income from Mortgage
Banking Activities
 
 
     (450     0  

Interest rate lock commitments

    
Income from Mortgage
Banking Activities
 
 
     (1,269     0  
     

 

 

   

 

 

 

Total derivatives not designated as hedging instruments

      $ (1,646   $ 0  
     

 

 

   

 

 

 

Total derivatives

      $ (1,688   $ (158
     

 

 

   

 

 

 

 

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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.

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.

 

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Management analyzes this information to ensure the underlying assumptions appear reasonable. Management also obtains an independent service auditor’s report from third party vendors to provide reasonable assurance that appropriate controls are in place over the valuation process. Upon completing its review of the pricing from third party vendors at March 31, 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 March 31, 2018. Management utilizes a number of factors to determine if a market is inactive, all of which may require a significant level of judgment. Factors that management considers include: a significant widening of the bid-ask spread, a considerable decline in the volume and level of trading activity in the instrument, a significant variance in prices among market participants, and a significant reduction in the level of observable inputs. Any securities available for sale not valued based upon quoted market prices or third party pricing models that consider observable market data are considered Level 3. Currently, United considers its valuation of available-for-sale Trup Cdos as Level 3. The Fair Value Measurements and Disclosures topic assumes that fair values of financial assets are determined in an orderly transaction and not a forced liquidation or distressed sale at the measurement date. Based on financial market conditions, United feels that the fair values obtained from its third party vendor reflect forced liquidation or distressed sales for these Trup Cdos due to decreased volume and trading activity. Additionally, management held discussions with institutional traders to identify trends in the number and type of transactions related to the Trup Cdos sector. 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 more representative of fair value than the valuation technique used by United’s third party vendor. 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 0.19% to 0.68% with a weighted average increase of 0.36%.

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.

 

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

The Company records its interest rate lock commitments and forward loan sales commitments at fair value determined as the amount that would be required to settle each of these derivative financial instruments at the balance sheet date. In the normal course of business, George Mason enters into contractual interest rate lock commitments to extend credit to borrowers with fixed expiration dates. The commitments become effective when the borrowers “lock-in” a specified interest rate within the timeframes established by the mortgage companies. All borrowers are evaluated for credit worthiness prior to the extension of the commitment. Market risk arises if interest rates move adversely between the time of the interest rate lock by the borrower and the sale date of the loan to the investor. To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, George Mason enters into either a forward sales contract to sell loans to investors when using best efforts or a TBA mortgage-backed security under mandatory delivery. As TBA mortgage-backed securities are actively traded in an open market, TBA mortgage-backed securities fall into a Level 1 category. The forward sales contracts lock in an interest rate and price for the sale of loans similar to the specific rate lock commitments. Under the Company’s best efforts model, the rate lock commitments to borrowers and the forward sales contracts to investors through to the date the loan closes are undesignated derivatives and accordingly, are marked to fair value through earnings. These valuations fall into a Level 2 category. For residential mortgage loans sold in the mortgage banking segment, the interest rate lock commitments are recorded at fair value which is measured using valuations from investors for loans with similar characteristics adjusted for the Company’s actual sales experience versus the investor’s indicated pricing. These valuations fall into the Level 3 category. The unobservable input is the Company’s historical sales prices. The range of historical sales prices increased the investor’s indicated pricing by a range of 0.19% to 0.68% with a weighted average increase of 0.36%.

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 March 31, 2018 and December 31, 2017, segregated by the level of the valuation inputs within the fair value hierarchy.

 

            Fair Value at March 31, 2018 Using  

Description

   Balance as of
March  31,
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

   $ 163,106      $ 0      $ 163,106      $ 0  

State and political subdivisions

     293,712        0        293,712        0  

Residential mortgage-backed securities

           

 

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Table of Contents
            Fair Value at March 31, 2018 Using  

Description

   Balance as of
March  31,
2018
     Quoted Prices
in  Active
Markets  for
Identical
Assets
(Level  1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 

Agency

     915,547        0        915,547        0  

Non-agency

     5,166        0        5,166        0  

Commercial mortgage-backed securities

           

Agency

     476,779        0        476,779        0  

Asset-backed securities

     146,584        0        146,584        0  

Trust preferred collateralized debt obligations

     8,064        0        0        8,064  

Single issue trust preferred securities

     13,146        0        13,146        0  

Other corporate securities

     63,007        7,036        55,971        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total available for sale securities

     2,085,111        7,036        2,070,011        8,064  

Equity securities:

           

Financial services industry

     485        485        0        0  

Equity mutual funds (1)

     6,007        6,007        0        0  

Other equity securities

     4,668        4,668        0        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total equity securities

     11,160        11,160        0        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Loans held for sale

     192,673        0        0        192,673  

Derivative financial assets:

           

Interest rate swap contracts

     2,514        0        2,514        0  

Forward sales commitments

     73        0        73        0  

Interest rate lock commitments

     5,610        0        0        5,610  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative financial assets

     8,197        0        2,587        5,610  

Liabilities

           

Derivative financial liabilities:

           

TBA mortgage-backed securities

     762        0        762        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative financial liabilities

     762        0        762        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  

 

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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)
 

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  

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 three months ended March 31, 2018 and the year ended December 31, 2017.

The following table presents additional information about financial assets and liabilities measured at fair value at March 31, 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
 
     March 31,
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

     217       8,757  

Purchases, issuances, and settlements

     0       0  

Sales

     (26,450     (8,049

Transfers in and/or out of Level 3

     0       0  
  

 

 

   

 

 

 

Balance, end of period

   $ 8,064     $ 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  
     March 31,
2018
    December 31,
2017
 

Balance, beginning of period

   $ 263,308     $ 0  

Acquired in Cardinal merger

     0       271,301  

Originations

     573,732       2,333,927  

Sales

     (631,834     (2,408,945

Total gains or losses during the period recognized in earnings

     14,883       58,132  

Transfers in and/or out of Level 3

     (27,416     8,893  
  

 

 

   

 

 

 

Balance, end of period

   $ 192,673     $ 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
 
     March 31,
2018
     December 31,
2017
 

Balance, beginning of period

   $ 4,559      $ 0  

Acquired in Cardinal merger

     0        10,393  

Transfers other

     1,051        (5,834
  

 

 

    

 

 

 

Balance, end of period

   $ 5,610      $ 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.

 

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Table of Contents

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

 

Description

  Three Months  Ended
March 31, 2018
    Three Months  Ended
March 31, 2017
 

Assets

   

Loans held for sale

   

Income from mortgage banking activities

  $ (1,719   $ 0  

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

 

     March 31, 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

   $ 188,998      $ 192,673      $ 3,675      $ 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 three months ended March 31, 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.

 

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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 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 three 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 March 31, 2018         

Description

   Balance as of
March  31,
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

   $ 1,242      $ 0      $ 1,242      $ 0      $ 0  

Impaired Loans

     76,400        0        56,632        19,768        1,376  

OREO

     22,778        0        22,702        76        585  
             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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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 March 31, 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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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)
 

March 31, 2018

              

Cash and cash equivalents

   $ 1,139,170      $ 1,139,170      $ 0      $ 1,139,170      $ 0  

Securities available for sale

     2,085,111        2,085,111        7,036        2,070,011        8,064  

Securities held to maturity

     20,405        20,006        0        16,986        3,020  

Equity securities

     11,160        11,160        11,160        0        0  

Other securities

     152,287        144,673        0        0        144,673  

Loans held for sale

     193,915        193,915        0        1,242        192,673  

Loans

     12,907,764        12,207,257        0        0        12,207,257  

Derivative financial assets

     8,197        8,197        0        2,587        5,610  

Deposits

     13,646,168        13,611,626        0        13,611,626        0  

Short-term borrowings

     218,386        218,386        0        218,386        0  

Long-term borrowings

     1,344,909        1,317,352        0        1,317,352        0  

Derivative financial liabilities

     762        762        0        762        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

 

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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 three 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 $968 and $682 related to the nonvested awards under United’s Long-Term Incentive Plans was incurred for the first quarter of 2018 and 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 March 31, 2018, and the changes during the first three months of 2018 are presented below:

 

     Three Months Ended March 31, 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

     (15,043            19.97  

Forfeited or expired

     (2,438            39.16  
  

 

 

          

 

 

 

Outstanding at March 31, 2018

     1,817,149      $ 9,046,231        6.3      $ 32.16  
  

 

 

    

 

 

    

 

 

    

 

 

 

Exercisable at March 31, 2018

     1,222,889      $ 9,027,432        4.9      $ 28.57  
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table summarizes the status of United’s nonvested stock option awards during the first three 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

     (187,365      7.52  

Forfeited or expired

     (2,438      7.75  
  

 

 

    

 

 

 

Nonvested at March 31, 2018

     594,260      $ 7.85  
  

 

 

    

 

 

 

During the three months ended March 31, 2018 and 2017, 15,043 and 22,523 shares, respectively, were issued in connection with stock option exercises. All shares issued in connection with stock option exercises for the three months ended March 31, 2018 and 2017 were issued from authorized and unissued stock. The total intrinsic value of options exercised under the Plans during the three months ended March 31, 2018 and 2017 was $246 and $452 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 March 31, 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

     (62,285      37.59  

Forfeited

     (683      39.15  
  

 

 

    

 

 

 

Outstanding at March 31, 2018

     204,532      $ 39.64  
  

 

 

    

 

 

 

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).

Net periodic pension cost for the three months ended March 31, 2018 and 2017 included the following components:

 

     Three Months Ended March 31  
     2018     2017  

Service cost

   $ 658     $ 562  

Interest cost

     1,295       1,265  

Expected return on plan assets

     (2,522     (2,027

Amortization of transition asset

     0       0  

Recognized net actuarial loss

     1,149       1,087  

Amortization of prior service cost

     0       0  
  

 

 

   

 

 

 

Net periodic pension (benefit) cost

   $ 580     $ 887  
  

 

 

   

 

 

 

Weighted-Average Assumptions:

    

Discount rate

     3.83     4.49

Expected return on assets

     7.00     7.00

Rate of compensation increase (prior to age 45)

     3.50     3.50

Rate of compensation increase

     3.00     3.00

 

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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 March 31, 2018 and 2017, the total amount of accrued interest related to uncertain tax positions was $695 and $589, 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 (“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 March 31, 2018.

United’s effective tax rate was 22.48% for the first quarter of 2018 and 34.25% for the first quarter of 2017. The lower effective tax rate for the first quarter 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 months ended March 31, 2018 and 2017 are as follows:

 

     Three Months Ended
March 31
 
     2018     2017  

Net Income

   $ 61,706     $ 38,809  

Available for sale (“AFS”) securities:

    

AFS securities with OTTI charges during the period

     0       (44

Related income tax effect

     0       16  

Less : OTTI charges recognized in net income

     0       44  

Related income tax benefit

     0       (16

Reclassification of previous noncredit OTTI to credit OTTI

     0       0  

Related income tax benefit

     0       0  
  

 

 

   

 

 

 

Net unrealized gain (loss) on AFS securities with OTTI

     0       0  

AFS securities – all other:

    

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

     (22,017     5,576  

Related income tax effect

     5,130       (2,063

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

     149       (214

Related income tax (benefit) expense

     (35     79  
  

 

 

   

 

 

 
     (16,773     3,378  
  

 

 

   

 

 

 

Net effect of AFS securities on other comprehensive income

     (16,773     3,378  

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  

Related income tax expense

     (1     (1
  

 

 

   

 

 

 

Net effect of HTM securities on other comprehensive income

     1       1  

Pension plan:

    

Recognized net actuarial loss

     1,149       1,087  

Related income tax benefit

     (416     (392
  

 

 

   

 

 

 

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

     733       695  
  

 

 

   

 

 

 

Total change in other comprehensive income

     (16,039     4,074  
  

 

 

   

 

 

 

Total Comprehensive Income

   $ 45,667     $ 42,883  
  

 

 

   

 

 

 

 

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The components of accumulated other comprehensive income for the three months ended March 31, 2018 are as follows:

 

Changes in Accumulated Other Comprehensive Income (AOCI) by Component (a)
For the Three Months Ended March 31, 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         (136

Reclass due to adopting Accounting Standard Update 2018-02

     (1,632       (4,721     (6,353

Other comprehensive income before reclassification

     (16,887     1       0       (16,886

Amounts reclassified from accumulated other comprehensive income

     114       0       733       847  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net current-period other comprehensive income, net of tax

     (16,773     1       733       (16,039
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2018

   ($ 24,745   ($ 45   ($ 39,763   ($ 64,553
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) All amounts are net-of-tax.

 

Reclassifications out of Accumulated Other Comprehensive Income (AOCI)
For the Three Months Ended March 31, 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

     149     Net investment securities (losses) gains
  

 

 

   
     149     Total before tax

Related income tax effect

     (35   Tax expense
  

 

 

   
     114     Net of tax

Pension plan:

    

Recognized net actuarial loss

     1,149 (a)   
  

 

 

   
     1,149     Total before tax

Related income tax effect

     (416   Tax expense
  

 

 

   
     733     Net of tax
  

 

 

   

Total reclassifications for the period

   $ 847    
  

 

 

   

 

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

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  
     March 31  
     2018      2017  

Distributed earnings allocated to common stock

   $ 35,679      $ 26,722  

Undistributed earnings allocated to common stock

     25,919        12,014  
  

 

 

    

 

 

 

Net earnings allocated to common shareholders

   $ 61,598      $ 38,736  
  

 

 

    

 

 

 

 

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     Three Months Ended  
     March 31  
     2018      2017  

Average common shares outstanding

     104,859,427        80,902,368  

Common stock equivalents

     303,431        404,172  
  

 

 

    

 

 

 

Average diluted shares outstanding

     105,162,858        81,306,540  
  

 

 

    

 

 

 

Earnings per basic common share

   $ 0.59      $ 0.48  

Earnings per diluted common share

   $ 0.59      $ 0.48  

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 March 31, 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

   $ 257,527      $ 248,700      $ 8,827      $ 266,669      $ 257,674      $ 8,995  

 

(1) Represents investment in VIEs.

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 the prime rate. These transactions are eliminated in the consolidation process.

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

 

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Information about the reportable segments and reconciliation of this information to the consolidated financial statements at and for the three months ended March 31, 2018 and 2017 is as follows:

 

     At and For the Three Months Ended March 31,  2018  
     Community
Banking
     Mortgage
Banking
     Other      Consolidated  

Net interest income

   $ 146,261      $ 376      $ (2,594    $ 144,043  

Provision for loans losses

     5,178        0        0        5,178  

Other income

     17,131        14,883        (822      31,192  

Other expense

     72,491        18,384        (423      90,452  

Income taxes

     19,276        (703      (674      17,899  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income (loss)

   $ 66,447      $ (2,422    $ (2,319    $ 61,706  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets (liabilities)

   $ 18,319,946      $ 289,925      $ 9,831      $ 18,619,702  

Average assets (liabilities)

     18,318,613        210,172        15,012        18,543,797  

 

     At and For the Three Months Ended March 31,  2017  
     Community
Banking
     Other      Consolidated  

Net interest income

   $ 109,660      $ (2,040    $ 107,620  

Provision for loans losses

     5,899        0        5,899  

Other income

     16,813        3,333        20,146  

Other expense

     62,752        90        62,842  

Income taxes

     19,804        412        20,216  
  

 

 

    

 

 

    

 

 

 

Net income (loss)

   $ 38,018      $ 791      $ 38,809  
  

 

 

    

 

 

    

 

 

 

Total assets (liabilities)

   $ 14,779,983      $ (17,668    $ 14,762,315  

Average assets (liabilities)

     14,433,409        (27,676      14,405,733  

 

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

 

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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 first quarter of 2018 was impacted by increased levels of average balances, income, and expense as compared to the first quarter of 2017. In addition, the first quarter of 2017 included $1.23 million 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 March 31, 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.

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

 

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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 March 31, 2018, the allowance for loan losses was $76.65 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 $7.67 million in additional allowance (funded by additional provision for credit losses), which would have negatively impacted the first quarter of 2018 net income by approximately $6.06 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.

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

 

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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.

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.

 

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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.

At March 31, 2018, approximately 12.88% of total assets, or $2.40 billion, consisted of financial instruments recorded at fair value. Of this total, approximately 90.57% or $2.17 billion of these financial instruments used valuation methodologies involving observable market data, collectively Level 1 and Level 2 measurements, to determine fair value. Approximately $226.12 million or 9.43% 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 March 31, 2018, only $762 thousand 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.

 

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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 March 31, 2018 were $18.62 billion, which was a decrease of $439.26 million or 2.30% from December 31, 2017. The decrease was mainly due to a decrease of $527.00 million or 31.63% in cash and cash equivalents. Portfolio loans were relatively flat, decreasing $27.00 million or less than 1%. Investment securities increased $197.32 million or 9.53%. Loans held for sale and other assets decreased $72.04 million or 27.09% and $10.82 million or 2.23%, respectively. Total liabilities decreased $450.04 million or 2.85% from year-end 2017. Deposits decreased $184.42 million or 1.33%. Borrowings decreased $278.27 million or 15.11% while accrued expenses and other liabilities increased $12.58 million or 8.64%. Shareholders’ equity was relatively flat from December 31, 2017, increasing $10.78 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 March 31, 2018 decreased $527.00 million or 31.63% from year-end 2017. Of this total decrease, cash and due from banks decreased $18.67 million while interest-bearing deposits with other banks decreased $508.33 million or 34.61% as United used excess cash to invest in securities and repay borrowings. Federal funds sold were flat. During the first three months of 2018, net cash of $158.48 million was provided by operating activities while $186.99 million and $498.49 million was used in investing activities and financing activities, respectively. See the unaudited Consolidated Statements of Cash Flows for data on cash and cash equivalents provided and used in operating, investing and financing activities for the first three months of 2018 and 2017.

Securities

Total investment securities at March 31, 2018 increased $197.32 million or 9.53% from year-end 2017. Securities available for sale increased $196.36 million or 10.40%. This change in securities available for sale reflects $102.77 million in sales, maturities and calls of securities, $330.03 million in purchases, and a decrease of $22.03 million in market value. Securities held to maturity were flat, declining $23 thousand or less than 1% from year-end 2017 due to calls and maturities of securities. Equity securities, now carried at fair value, were $11.16 million at March 31, 2018. Other investment securities decreased $10.17 million or 6.26% from year-end 2017 due mainly to the redemption of Federal Reserve Bank (FRB) stock.

 

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

 

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

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

   $ 163,106      $ 114,758      $ 48,348       42.13

State and political subdivisions

     293,712        303,869        (10,157     (3.34 %) 

Mortgage-backed securities

     1,397,492        1,274,962        122,530       9.61

Asset-backed securities

     146,584        109,970        36,614       33.29

Market equity securities

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

Trust preferred collateralized debt obligations

     8,064        34,269        (26,205     (76.47 %) 

Single issue trust preferred securities

     13,146        12,560        586       4.67

Corporate securities

     63,007        28,490        34,517       121.15
  

 

 

    

 

 

    

 

 

   

 

 

 

Total available for sale securities, at fair value

   $ 2,085,111      $ 1,888,756      $ 196,355       10.40
  

 

 

    

 

 

    

 

 

   

 

 

 

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

 

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

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

   $ 5,160      $ 5,187      $ (27     (0.52 %) 

State and political subdivisions

     5,797        5,797        0       0.0

Mortgage-backed securities

     23        23        0       0.00

Single issue trust preferred securities

     9,405        9,401        4       0.04

Other corporate securities

     20        20        0       0.00
  

 

 

    

 

 

    

 

 

   

 

 

 

Total held to maturity securities, at amortized cost

   $ 20,405      $ 20,428      $ (23     (0.11 %) 
  

 

 

    

 

 

    

 

 

   

 

 

 

At March 31, 2018, gross unrealized losses on available for sale securities were $38.22 million. Securities in an unrealized loss position at March 31, 2018 consisted primarily of Trup Cdos, single issue trust preferred securities, state and political subdivision securities, and agency commercial and residential mortgage-backed securities. The Trup Cdos and the single issue trust preferred securities relate to securities of financial institutions. 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 March 31, 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 $934.58 million in agency residential mortgage-backed securities with a fair value of $915.57 million, $4.67 million in non-agency residential mortgage-backed securities with an estimated fair value of $5.17 million, and $485.85 million in commercial agency mortgage-backed securities with an estimated fair value of $476.78 million.

As of March 31, 2018, United’s corporate securities had an amortized cost of $242.22 million, with an estimated fair value of $239.57 million. The portfolio consisted primarily of $9.19 million in Trup Cdos with a fair value of $8.06 million and $22.84 million in single issue trust preferred securities with an estimated fair value of $21.90 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 $146.77 million and a fair value of $146.58 million and other corporate securities, with an amortized cost of $63.42 million and a fair value of $63.03 million.

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 March 31, 2018,

 

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Trup Cdos with a fair value of $3.01 million were investment grade, and the remaining $5.05 million were below investment grade. As of March 31, 2018, United’s single issue trust preferred securities had a fair value of $21.90 million. Of the $21.90 million, $8.94 million or 40.79% were investment grade; $4.65 million or 21.24% were split rated; $3.21 million or 14.67% were below investment grade; and $5.10 million or 23.29% were unrated. The two largest exposures accounted for 55.03% of the $21.90 million. These included SunTrust Bank at $6.95 million and Emigrant Bank at $5.10 million. All single-issue trust preferred securities are currently receiving full scheduled principal and interest payments.

The following is a summary of available for sale single-issue trust preferred securities as of March 31, 2018:

 

Security

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

Emigrant Bank

     NR        NR        WD      $ 5,714      $ 5,100      $ 614  

Bank of America

     Baa3        NR        BBB-        4,696        4,800        (104

M&T Bank

     NR        BBB-        BBB-        3,023        3,246        (223
           

 

 

    

 

 

    

 

 

 
            $ 13,433      $ 13,146      $ 287  
           

 

 

    

 

 

    

 

 

 

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 ($7.43 million) and Royal Bank of Scotland ($976 thousand).

During the first quarter of 2018, United recognized other-than-temporary impairment charges totaling $300 thousand on one security. Other than this one security, management does not believe that any individual security with an unrealized loss as of March 31, 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 decreased $72.04 million or 27.09%. Loan sales in the secondary market exceeded originations during the first three months of 2018. Loan originations for the first three months of 2018 were $522.96 million while loans sales were $567.59 million. Loans held for sale were $193.92 million at March 31, 2018 as compared to $265.96 million at year-end 2017.

Portfolio Loans

Loans, net of unearned income, were flat from year-end 2017, decreasing $27.00 million or less than 1%. Since year-end 2017, commercial, financial and agricultural loans were relatively flat, decreasing $65.83 million or less than 1% as commercial loans (not secured by real estate) decreased $46.66 million while commercial real estate loans were relatively flat, decreasing $19.17 million or less than 1%. In addition, construction and land development loans decreased $71.78 million or 4.77%. Partially offsetting these decreases were increases in residential real estate loans of $69.82 million or 2.33% and consumer loans of $38.89 million or 5.44%, due mainly to an increase in automobile loans.

 

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

 

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

Loans held for sale

   $ 193,915      $ 265,955      $ (72,040     (27.09 %) 
  

 

 

    

 

 

    

 

 

   

 

 

 

Commercial, financial, and agricultural:

          

Owner-occupied commercial real estate

   $ 1,366,980      $ 1,361,629      $ 5,351       0.39

Nonowner-occupied commercial real estate

     4,426,776        4,451,298        (24,522     (0.55 %) 

Other commercial loans

     1,952,322        1,998,979        (46,657     (2.33 %) 
  

 

 

    

 

 

    

 

 

   

 

 

 

Total commercial, financial, and agricultural

   $ 7,746,078      $ 7,811,906      $ (65,828     (0.84 %) 

Residential real estate

     3,065,990        2,996,171        69,819       2.33

Construction & land development

     1,433,125        1,504,907        (71,782     (4.77 %) 

Consumer:

          

Bankcard

     9,372        10,314        (942     (9.13 %) 

Other consumer

     743,870        704,039        39,831       5.66
  

 

 

    

 

 

    

 

 

   

 

 

 

Total gross loans

   $ 12,998,435      $ 13,027,337      $ (28,902     (0.22 %) 

Less: Unearned income

     (14,018      (15,916      1,898       11.93
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Loans, net of unearned income

   $ 12,984,417      $ 13,011,421      $ (27,004     (0.21 %) 
  

 

 

    

 

 

    

 

 

   

 

 

 

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

 

     March 31, 2018  
(In thousands)    Commercial,
financial  and
agricultural
     Residential  real
estate
     Construction &
land  development
     Consumer      Total  

Originated

   $ 4,765,653      $ 2,136,334      $ 1,064,791      $ 747,998      $ 8,714,776  

Acquired

     2,980,425        929,656        368,334        5,244        4,283,659  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total gross loans

   $ 7,746,078      $ 3,065,990      $ 1,433,125      $ 753,242      $ 12,998,435  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     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 decreased $10.82 million or 2.23% from year-end 2017. Income taxes receivable decreased $14.85 million. In addition, core deposit intangibles decreased $2.01 million due to amortization and OREO decreased $1.57 million due to sales and adjustments to the fair value of properties. Partially offsetting these decreases were increases for the quarter in deferred tax assets of $4.27 million due mainly to a net unrealized loss on available-for-sale investment securities and bank-owned life insurance policies of $1.30 million due to an increase in the cash surrender value.

 

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Deposits

Deposits represent United’s primary source of funding. Total deposits at March 31, 2018 decreased $184.42 million or 1.33% from year-end 2017. In terms of composition, noninterest-bearing deposits increased $49.52 million or 1.15% while interest-bearing deposits decreased $233.94 million or 2.45% from December 31, 2017.

The increase in noninterest-bearing deposits was due mainly to increases in personal and commercial noninterest-bearing deposits of $39.27 million or 5.60% and $34.14 million or 1.03%, respectively.

All major categories of interest-bearing deposits except MMDAs and regular savings decreased from year-end 2017. Interest-bearing checking accounts decreased $33.50 million or 1.55% mainly due to a decrease of $35.58 million in personal interest-bearing checking accounts. Regular savings were relatively flat from year-end 2017, increasing $9.16 million or less than 1%. Interest-bearing MMDAs increased $65.77 million or 1.75% as brokered MMDAs and personal MMDAs were up $145.18 million and $21.59 million, respectively, while commercial MMDAs declined $103.81 million. Time deposits over $100,000 decreased $230.93 million or 12.88% as Certificate of Deposit Account Registry Service (CDARS) balances decreased $129.04 million, fixed rate certificates of deposits (CDs) over $100,000 decreased $54.41 million and brokered deposits declined $45.85 million. Time deposits under $100,000 decreased $44.43 million or 5.59%. This decrease in time deposits under $100,000 is the result of decreases of $34.77 million and $10.57 million in fixed rate CDs and CDARS balances, respectively.

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

 

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

Demand deposits

   $ 4,344,203      $ 4,294,687      $ 49,516        1.15

Interest-bearing checking

     2,123,473        2,156,974        (33,501      (1.55 %) 

Regular savings

     1,043,256        1,034,100        9,156        0.89

Money market accounts

     3,822,025        3,756,259        65,766        1.75

Time deposits under $100,000

     750,705        795,137        (44,432      (5.59 %) 

Time deposits over $100,000 (1)

     1,562,506        1,793,434        (230,928      (12.88 %) 
  

 

 

    

 

 

    

 

 

    

 

 

 

Total deposits

   $ 13,646,168      $ 13,830,591      $ (184,423      (1.33 %) 
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Includes time deposits of $250,000 or more of $707,003 and $790,703 at March 31, 2018 and December 31, 2017, respectively.

Borrowings

Total borrowings at March 31, 2018 decreased $278.27 million or 15.11% from year-end 2017. During the first three months of 2018, short-term borrowings decreased $259.20 million or 54.27% due to a $200.00 million decrease in overnight Federal Home Loan Bank (FHLB) and a $60.58 million decrease in short-term securities sold under agreements to repurchase. Federal funds purchased increased $1.38 million or 8.50%. Long-term borrowings decreased $19.07 million or 1.40% from year-end 2017 due to net repayments on long-term FHLB advances and the redemption of a trust preferred issuance (Century Trust).

 

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

 

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

Federal funds purchased

   $ 17,615      $ 16,235      $ 1,380        8.50

Short-term securities sold under agreements to repurchase

     200,771        261,352        (60,581      (23.18 %) 

Long-term securities sold under agreements to repurchase

     50,000        50,000        0        0.00

Short-term FHLB advances

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

Long-term FHLB advances

     1,060,948        1,071,531        (10,583      (0.99 %) 

Issuances of trust preferred capital securities

     233,961        242,446        (8,485      (3.50 %) 
  

 

 

    

 

 

    

 

 

    

 

 

 

Total borrowings

   $ 1,563,295      $ 1,841,564      $ (278,269      (15.11 %) 
  

 

 

    

 

 

    

 

 

    

 

 

 

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 March 31, 2018 increased $12.58 million or 8.64% from year-end 2017. In particular, accounts payable associated with George Mason increased $18.90 million, business franchise taxes increased $2.20 million and income taxes payable increased $2.05 million due to a timing difference. Partially offsetting these increases in accrued expenses and other liabilities was a decrease of $7.58 million in the pension liability due a discretionary contribution of $7.00 million to the Company’s pension plan during the quarter and a decrease of $3.95 million in incentive payables due to payments.

Shareholders’ Equity

Shareholders’ equity at March 31, 2018 was relatively flat from December 31, 2017, increasing $10.78 million or less than 1%.

Retained earnings increased $32.45 million or 3.64% from year-end 2017. Earnings net of dividends for the first three months of 2018 were $25.96 million.

Accumulated other comprehensive income decreased $22.53 million or 53.61% due mainly to a decrease of $16.77 million in United’s available for sale investment portfolio, net of deferred income taxes. The after-tax accretion of pension costs was $733 thousand for the first quarter of 2018.

RESULTS OF OPERATIONS

Overview

Net income for the first three months of 2018 was $61.71 million or $0.59 per diluted share compared to $38.81 million or $0.48 per share for the first three months of 2017. United’s annualized return on average assets for the first three months of 2018 was 1.35% and return on average shareholders’ equity was 7.65% as compared to 1.09% and 6.98% for the first three months of 2017. United’s Federal Reserve peer group’s (bank holding companies with total assets over $10 billion) most recently reported average return on assets and average return on equity were 0.90% and 7.61%, respectively, for the year 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 three months of 2018 was impacted for increased levels of average balances, income, and expense as compared to the first three months of 2017.

 

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Net interest income for the first three months of 2018 was $144.04 million, which was an increase of $36.42 million or 33.84% from net interest income of $107.62 million for the first three months of 2017. The increase in net interest income occurred because total interest income increased $46.43 million while total interest expense only increased $10.00 million from the first quarter of 2017.

The provision for credit losses was $5.18 million for the first three months of 2018 as compared to $5.90 million for the first three months of 2017. Noninterest income was $31.19 million for the first three months of 2018, up $11.05 million or 54.83% when compared to the first three months of 2017. Included in the results for the first quarter of 2017 was a net gain of $3.77 million on the redemption of an investment security. Noninterest expense for the first three months of 2018 increased $27.61 million or 43.94% from the first three months of 2017. The first quarter of 2017 included $1.23 million of merger expenses related to the acquisition of Cardinal. Income taxes decreased $2.32 million or 11.46% for the first three months of 2018 as compared to the first three months of 2017. The effective tax rate was 22.48% and 34.25% for the first quarter of 2018 and 2017, 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.

Community Banking

Net income attributable to the community banking segment for the first quarter of 2018 was $66.45 million compared to net income of $38.02 million for the first quarter of 2017.

Net interest income increased $36.60 million to $146.26 million for the first quarter of 2018, compared to $109.66 million for the same period of 2017. Generally, net interest income for the first quarter of 2018 increased from the first quarter of 2017 because of the earning assets added from the Cardinal acquisition. Provision for loan losses was $5.18 million for the three months ended March 31, 2018 compared to a provision of $5.90 million for the same period of 2017. Noninterest income increased $318 thousand for the first quarter of 2018 to $17.13 million as compared to $16.81 million for the first quarter of 2017. Noninterest expense was $72.49 million for the first quarter of 2018, compared to $62.75 million for the same period of 2017. The increase of $9.74 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 a net loss of $2.42 million for the first quarter of 2018. Noninterest income, which consists mainly of realized and unrealized gains associated with the fair value of commitments and loans held for sale, was $14.88 million for the first quarter of 2018. Noninterest expense was $18.38 million for the first quarter of 2018. Noninterest expense consists mainly of salaries, commissions and benefits of mortgage segment employees. There is no comparison to results for 2017 because United did not have a mortgage banking segment in the first quarter of 2017.

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

 

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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.

Net interest income for the first quarter of 2018 was $144.04 million, which was an increase of $36.42 million or 33.84% from the first quarter of 2017. The $36.42 million increase in net interest income occurred because total interest income increased $46.43 million while total interest expense only increased $10.00 million from the first quarter of 2017. On a linked-quarter basis, net interest income for the first quarter of 2018 decreased $10.81 million or 6.98% from the fourth quarter of 2017. The $10.81 million decrease in net interest income occurred because total interest income decreased $9.33 million while total interest expense increased $1.48 million from the fourth quarter of 2017.

Generally, interest income for the first quarter of 2018 increased from the first quarter of 2017 because of the earning assets added from the Cardinal acquisition. The higher amount of interest expense for the first quarter of 2018 from the first quarter 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 quarter 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 first quarter of 2018 was $145.55 million, an increase of $36.36 million or 33.30% from the first quarter of 2017 due mainly to an increase in average earning assets from the Cardinal acquisition. Average earning assets for the first quarter of 2018 increased $3.39 billion or 26.36% from the first quarter of 2017 due mainly to a $2.85 billion or 27.79% increase in average net loans. Average investment securities increased $810.48 million or 59.21% while average short-term investments decreased $267.85 million or 21.47%. The first quarter of 2018 average yield on earning assets increased 34 basis points from the first quarter of 2017 due to additional loan accretion of $6.53 million on acquired loans and higher market interest rates. Partially offsetting the increases to tax-equivalent net interest income for the first quarter of 2018 was an increase of 26 basis points in the average cost of funds as compared to the first quarter of 2017 due to the higher market interest rates. The net interest margin of 3.61% for the first quarter of 2018 was an increase of 18 basis points from the net interest margin of 3.43% for the first quarter of 2017.

On a linked-quarter basis, net interest income for the first quarter of 2018 decreased $10.81 million or 6.98% from the fourth quarter of 2017. The $10.81 million decrease in net interest income occurred because total interest income decreased $9.33 million while total interest expense increased $1.48 million from the fourth quarter of 2017. United’s tax-equivalent net interest income for the first quarter of 2018 decreased $11.57 million or 7.37% from the fourth quarter of 2017 due mainly to a decrease in the average yield on earning assets. The yield on average earning assets for the first quarter of 2018 decreased 10 basis points from the fourth quarter of 2017 due mainly to a lower yield on loans as a result of the loan accretion on acquired loans declining $6.04 million. In addition, the average cost of funds increased 8 basis points from the fourth quarter of 2017 due to higher market interest rates. Average earning assets for the first quarter of 2018 decreased $307.19 million or 1.86% as compared to the fourth quarter of 2017 as average short-term investments declined $391.16 million or 28.53% and average net loans decreased $132.57 million or 1.00% for the linked-quarter. Average investment securities increased $216.53 million or 11.03%. The net interest margin of 3.61% for the first quarter of 2018 was a decrease of 16 basis points from the net interest margin of 3.77% for the fourth quarter of 2017.

 

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

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

 

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

Loan accretion

   $ 10,766      $ 4,235      $ 16,807  

Certificates of deposit

     326        47        604  

Long-term borrowings

     269        (117      269  
  

 

 

    

 

 

    

 

 

 

Total

   $ 11,361      $ 4,165      $ 17,680  
  

 

 

    

 

 

    

 

 

 

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

 

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

Net interest income, GAAP basis

   $ 144,043      $ 107,620      $ 154,856  

Tax-equivalent adjustment (1)

     1,503        1,564        2,261  
  

 

 

    

 

 

    

 

 

 

Tax-equivalent net interest income

   $ 145,546      $ 109,184      $ 157,117  
  

 

 

    

 

 

    

 

 

 

 

(1) The tax-equivalent adjustment combines amounts of interest income on federally nontaxable loans and investment securities using the statutory federal income tax rate of 21% for the three months ended March 31, 2018 and 35% for the three months ended March 31, 2017 and December 31, 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 periods ended March 31, 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 period ended March 31, 2018 and 35% for the three-month period ended March 31, 2017. Interest income on all loans and investment securities was subject to state income taxes.

 

     Three Months Ended     Three Months Ended  
     March 31, 2018     March 31, 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

   $ 979,666     $ 4,917        2.04   $ 1,247,520     $ 2,686        0.87

Investment Securities:

              

Taxable

     1,923,339       11,875        2.47     1,193,779       8,011        2.68

Tax-exempt

     256,000       2,254        3.52     175,077       1,721        3.93
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total Securities

     2,179,339       14,129        2.59     1,368,856       9,732        2.84

Loans, net of unearned income (2)

     13,173,656       149,642        4.60     10,321,615       109,904        4.31

Allowance for loan losses

     (76,575          (72,843     
  

 

 

        

 

 

      

Net loans

     13,097,081          4.63     10,248,772          4.34
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total earning assets

     16,256,086     $ 168,688        4.19     12,865,148     $ 122,322        3.85
    

 

 

    

 

 

     

 

 

    

 

 

 

Other assets

     2,287,711            1,540,585       
  

 

 

        

 

 

      

TOTAL ASSETS

   $ 18,543,797          $ 14,405,733       
  

 

 

        

 

 

      

LIABILITIES

              

Interest-Bearing Funds:

              

Interest-bearing deposits

   $ 9,353,479     $ 15,657        0.68   $ 7,596,533     $ 8,468        0.45

Short-term borrowings

     286,350       421        0.60     226,718       304        0.54

Long-term borrowings

     1,352,280       7,064        2.12     1,164,119       4,366        1.52
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total Interest-Bearing Funds

     10,992,109       23,142        0.85     8,987,370       13,138        0.59
    

 

 

    

 

 

     

 

 

    

 

 

 

Noninterest-bearing deposits

     4,174,169            3,090,248       

Accrued expenses and other liabilities

     104,486            71,632       
  

 

 

        

 

 

      

TOTAL LIABILITIES

     15,270,764            12,149,250       

SHAREHOLDERS’ EQUITY

     3,273,033            2,256,483       
  

 

 

        

 

 

      

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   $ 18,543,797          $ 14,405,733       
  

 

 

        

 

 

      

NET INTEREST INCOME

     $ 145,546          $ 109,184     
    

 

 

        

 

 

    

INTEREST SPREAD

          3.34          3.26

NET INTEREST MARGIN

          3.61          3.43

 

(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 35%.
(2) Nonaccruing loans are included in the daily average loan amounts outstanding.

 

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Provision for Loan Losses

For the quarters ended March 31, 2018 and 2017, the provision for loan losses was $5.18 million and $5.90 million, respectively. Net charge-offs were $5.15 million for the first quarter of 2018 as compared to net charge-offs of $5.80 million for the same quarter in 2017. These lower amounts of provision expense and net charge-offs for the first quarter of 2018 compared to the first quarter of 2017 were due to a reduction in the amount of specific allocations required for impaired loans and the recognition of several large charge-offs in 2017 which did not occur similarly in 2018. On a linked-quarter basis, the provision for loan losses decreased $1.8 million while net charge-offs decreased $124 thousand from the fourth quarter of 2017. Annualized net charge-offs as a percentage of average loans were 0.16% for the first quarter of 2018. This ratio compares favorably to United’s most recently reported Federal Reserve peer group banking companies’ net charge-offs to average loans percentage of 0.24% for the year of 2017.

At March 31, 2018, nonperforming loans were $157.61 million or 1.21% 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 $9.17 million at March 31, 2018, a decrease of $638 thousand or 6.51% from $9.80 million at year-end 2017. This decrease was primarily due to the transfer to nonaccrual of several small relationships. At March 31, 2018, nonaccrual loans were $100.17 million, a decrease of $8.63 million or 7.93% from $108.80 million at year-end 2017. This decrease was due to repayment of a significant nonaccrual relationship. Restructured loans were $48.27 million at March 31, 2018, a decrease of $1.86 million or 3.71% from $50.13 million at year-end 2017. The decline 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 $180.39 million, including OREO of $22.78 million at March 31, 2018, represented 0.97% of total assets.

The following table summarizes nonperforming assets for the indicated periods.    

 

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

Nonaccrual loans(1)

                 

Originated

   $ 88,912      $ 97,971      $ 77,111      $ 83,146      $ 64,312      $ 58,121  

Acquired

     11,260        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

     5,815        7,288        7,763        11,462        10,868        10,015  

Acquired

     3,350        2,515        823        166        807        1,029  

Restructured loans(1)

                 

Originated

     46,864        48,709        21,115        23,890        22,234        8,157  

Acquired

     1,407        1,420        37        0        0        0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total nonperforming loans

   $ 157,608      $ 168,835      $ 113,263      $ 126,707      $ 108,960      $ 81,129  

Other real estate owned

     22,778        24,348        31,510        32,228        38,778        38,182  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL NONPERFORMING ASSETS

   $ 180,386      $ 193,083      $ 144,773      $ 158,935      $ 147,738      $ 119,311  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Restructured loans that were on nonaccrual status for the indicated period 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 March 31, 2018, impaired loans were $395.66 million, which was a decrease of $27.38 million or 6.47% from the $423.05 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 $189.68 million and $253.83 million at March 31, 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 $55.14 million and $60.15 million at March 31, 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 March 31, 2018, the allowance for credit losses was $77.41 million as compared to $77.31 million at December 31, 2017.

At March 31, 2018, the allowance for loan losses was $76.65 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 0.59% at March 31, 2018 and at December 31, 2017. The ratio of the allowance for loan losses to nonperforming loans or coverage ratio was 48.64% and 45.41% at March 31, 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 March 31, 2018 produced increased allocations in two of the four loan categories. The commercial, financial & agricultural loan pool allocation increased $451 thousand primarily due to an increase in historical loss rates for other commercial loans and increased outstanding balances. The residential real estate allocation increased $326 thousand primarily due to an increase in loans deemed impaired necessitating specific allowance allocation. Offsetting these increases was a decrease in the allocation related to the real estate construction and development loan pool of $758 thousand due to improvement in the historical loss rate applied to the pool. The consumer loan pool also experienced a decrease of $90 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

 

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those estimates. Impairment is measured based upon the present value of expected future cash flows from the loan discounted at the loan’s effective rate, the loan’s observable market price or the fair value of collateral if the loan is collateral dependent. When the selected measure is less than the recorded investment in the loan, an impairment has occurred. The allowance for impaired loans was $20.68 million at March 31, 2018 and $22.35 million at December 31, 2017. In comparison to the prior year-end, this element of the allowance decreased by $1.67 million primarily due to decreased specific allocations for commercial, financial & agricultural loans.

Management believes that the allowance for credit losses of $77.41 million at March 31, 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 first quarter of 2018 was $31.19 million, which was an increase of $11.05 million or 54.83% from the first quarter of 2017. The increase was due primarily to an increase of $13.90 million in income from mortgage banking income.    

Income from mortgage banking activities totaled $14.57 million for the first quarter of 2018 compared to $675 thousand for the same period of 2017. The increase was the result of the acquisition of Cardinal and, in particular, the acquisition of its mortgage banking subsidiary, George Mason. For the three months ended March 31, 2018 and 2017, mortgage loan sales were $567.59 million and $31.16 million, respectively.

Fees from deposit services were $8.23 million for the first quarter of 2018 which was an increase of $524 thousand or 6.80% from the first quarter of 2017. In particular, debit card fees increased $190 thousand, overdraft fees increased $149 thousand and automated teller machine (ATM) income increased $125 thousand from the first quarter of 2017.

Income from bankcard fees and merchant discounts for the first quarter of 2018 increased $472 thousand or 53.39% from the first quarter of 2017 due to an increase in volume.

Fees from brokerage services for the first quarter of 2018 increased $368 thousand or 19.83% from the same period in 2017 also due to an increase in volume.

 

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Partially offsetting these increases was a decrease of $4.43 million in net investment securities gains and losses. Included in the results for the first quarter of 2017 was a net gain of $3.77 million on the redemption of an investment security. In addition, other-than-temporary impairment charges of $300 thousand on certain investment securities were recognized during the first quarter of 2018 as compared to other-than-temporary impairment charges of $44 thousand on certain investment securities for the first quarter of 2017.

On a linked-quarter basis, noninterest income for the first quarter of 2018 decreased $1.57 million or 4.80% from the fourth quarter of 2017 due mainly to a net loss of $485 thousand on investment securities transactions as compared to a net gain of $430 thousand for the fourth quarter of 2017. In addition, income from mortgage banking activities declined $740 thousand due to decreased production and sales of mortgage loans in the secondary market and fees from deposit services declined $414 thousand because of a decrease in overdraft fees, due to seasonality. Partially offsetting these decreases was an increase of $312 thousand in income from brokerage services due to increased volume.

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 for the first quarter of 2018 was $90.45 million, which was an increase of $27.61 million or 43.94% from the first quarter of 2017. Generally, this increase was due mainly to the additional employees and branch offices from the Cardinal acquisition as most major categories of noninterest expense showed increases.

Employee compensation for the first quarter of 2018 increased $16.80 million or 69.92% when compared to the first quarter of 2017. This increase was primarily due to an increase of $8.71 million in base salaries due an increase in employees mainly from the Cardinal acquisition. In addition, commissions expense increased $5.77 million mainly due to the production and sales of mortgage loans at George Mason.

Employee benefits expense increased $2.67 million or 38.65% from the first quarter of 2017. The increase for first quarter of 2018 was due in large part to additional health insurance expense of $1.03 million from the same time period last year due to higher premiums and additional employees from the Cardinal acquisition. In addition, Federal Insurance Contributions Act (FICA) expense for first quarter of 2018 increased $1.19 million from the first quarter of 2017 due mainly to the additional employees from the Cardinal acquisition.

Net occupancy expense increased $2.64 million or 38.96% for the first quarter of 2018, as compared to the same period in the prior year. The increase was due mainly to additional building rental expense from the offices added in the Cardinal acquisition.

Data processing expense increased $1.81 million or 44.69% for the first quarter of 2018, as compared to the same periods in prior year due to additional processing as a result of the Cardinal acquisition.

Other expense for the first quarter of 2018 increased $2.87 million or 18.52% from the first quarter of 2017 as amortization of core deposit intangibles increased $962 thousand due to the additional core deposit intangibles added in the Cardinal acquisition. In addition, business franchise taxes and operational expenses increased $649 thousand and $525 thousand, respectively, for the first quarter of 2018 as compared to the same period in 2017.

Partially offsetting these increases for the first quarter of 2018 was a decrease of $468 thousand or 33.10% in other real estate owned (OREO) expense due to fewer declines in the fair value of OREO properties.

 

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On a linked-quarter basis, noninterest expense decreased $5.33 million or 5.56% from the fourth quarter of 2017 due mainly to decreases of $1.53 million in merger-related expenses and $1.51 million in business franchise taxes within other expense. In addition, employee compensation decreased $612 thousand due mainly to a decrease in commissions expense related to the decrease in production and sales of mortgage loans in the secondary market. OREO expense decreased $406 thousand due to a decline in net losses on the sales of OREO properties. Partially offsetting these decreases was an increase in net occupancy expense of $421 thousand due mainly to increased building maintenance costs.

Income Taxes

For the first quarter of 2018, income tax expense was $17.90 million, a decrease of $2.32 million from the first quarter of 2017 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). On a linked-quarter basis, income tax expense decreased $48.99 million mainly due to a decline in the effective tax rate and additional income tax expense of $37.73 million related to the estimated impact of the Tax Act recorded in the fourth quarter of 2017 due to a revaluation of United’s deferred tax assets and liabilities using a lower enacted corporate tax rate. United’s effective tax rate was approximately 22.48% for the first quarter of 2018 and 34.25% and 78.82% for the first and fourth quarters of 2017, respectively. The higher effective tax rate for the fourth quarter of 2017 was due to 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 March 31, 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.

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

 

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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 three months ended March 31, 2018, cash of $158.48 million was provided by operating activities due mainly to net income of $61.71 million for the quarter. In addition, proceeds from the sales of mortgage loans in the secondary market exceeded originations by $59.19 million. Net cash of $186.99 million was used in investing activities which was primarily due to $227.11 million of net purchases of investments over proceeds from sales partially offset by $32.09 million of net loan repayments. During the first three months of 2018, net cash of $498.49 million was used in financing activities due primarily to a net repayment of $259.20 million in short-term borrowings, the net withdrawal of $184.10 million in deposits and cash dividends paid of $35.71 million for the quarter. The net effect of the cash flow activities was a decrease in cash and cash equivalents of $527.00 million for the first three 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.

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 14.62% at March 31, 2018 while its Common Equity Tier 1 capital, Tier 1 capital and leverage ratios are 12.38%, 12.38% and 10.48%, 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%.

 

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Total shareholders’ equity was $3.25 billion at March 31, 2018, which was relatively flat from December 31, 2017, increasing $10.78 million or less than 1%. This slight increase was primarily due to the retention of earnings.

United’s equity to assets ratio was 17.46% at March 31, 2018 as compared to 17.00% at December 31, 2017. The primary capital ratio, capital and reserves to total assets and reserves, was 17.80% at March 31, 2018 as compared to 17.34% at December 31, 2017. United’s average equity to average asset ratio was 17.65% for the first quarter of 2018 as compared to 15.66% the first quarter of 2017. All of these financial measurements reflect a financially sound position.

During the first quarter of 2018, United’s Board of Directors declared a cash dividend of $0.34 per share. Total cash dividends declared were $35.75 million for the first quarter of 2018 which was an increase of $8.98 million or 33.50% from dividends declared of $26.78 million for the first quarter 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.

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

 

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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 March 31, 2018 and December 31, 2017:

 

Change in Interest Rates (basis points)    

   Percentage Change in Net Interest Income
   March 31,
2018
  December 31,
2017

+200

   (0.57%)   (1.22%)

+100

   (0.24%)   (0.48%)

-100

   (0.03%)   (0.18%)

-200

   —     —  

At March 31, 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 0.24% 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 0.57% over one year as of March 31, 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 decrease net interest income by an estimated 0.03% over one year as of March 31, 2018 as compared to a decrease of 0.18%, over one year as of December 31, 2017. With the federal funds rate at 1.75% at March 31, 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 2.06% in year two as of March 31, 2018. A 200 basis point immediate, sustained upward shock in the yield curve would increase net interest income by an estimated 3.81% in year two as of March 31, 2018. A 100 basis point immediate, sustained downward shock in the yield curve would decrease net interest income by an estimated 2.02% in year two as of March 31, 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.

As part of its interest rate risk management strategy, United may use derivative instruments to protect against adverse price or interest rate movements on the value of certain assets or liabilities and on future cash flows. These derivatives commonly consist of interest rate swaps, caps, floors, collars, futures, forward contracts, written and purchased options. Interest rate swaps obligate two parties to exchange one or more payments generally calculated with reference to a fixed or variable rate of interest applied to the notional amount. United accounts for its derivative activities in accordance

with the provisions of ASC topic 815, “Derivatives and Hedging.”

 

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Extension Risk

A key feature of most mortgage loans is the ability of the borrower to repay principal earlier than scheduled. This is called a prepayment. Prepayments arise primarily due to sale of the underlying property, refinancing, or foreclosure. In general, declining interest rates tend to increase prepayments, and rising interest rates tend to slow prepayments. Like other fixed-income securities, when interest rates rise, the value of mortgage- related securities generally declines. The rate of prepayments on underlying mortgages will affect the price and volatility of mortgage-related securities and may shorten or extend the effective maturity of the security beyond what was anticipated at the time of purchase. If interest rates rise, United’s holdings of mortgage-related securities may experience reduced returns if the borrowers of the underlying mortgages pay off their mortgages later than anticipated. This is generally referred to as extension risk.

At March 31, 2018, United’s mortgage related securities portfolio had an amortized cost of $1.4 billion, of which approximately $866 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 4.3 years and a weighted average yield of 2.57%, 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 4.9 years. The projected price decline of the fixed rate CMO portfolio in rates up 300 basis points would be 11.8%, 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 $258 million in balloon and other securities with a projected yield of 2.27% and a projected average life of 4.2 years on March 31, 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 4.1 years and a weighted average maturity (WAM) of 4.6 years.

United had approximately $114 million in 15-year mortgage backed securities with a projected yield of 2.47% and a projected average life of 3.9 years as of March 31, 2018. This portfolio consisted of seasoned 15-year mortgage paper with a weighted average loan age (WALA) of 4.7 years and a weighted average maturity (WAM) of 10.4 years.

United had approximately $93 million in 20-year mortgage backed securities with a projected yield of 2.78% and a projected average life of 5.4 years on March 31, 2018. This portfolio consisted of seasoned 20-year mortgage paper with a weighted average loan age (WALA) of 5 years and a weighted average maturity (WAM) of 14.6 years.

United had approximately $69 million in 30-year mortgage backed securities with a projected yield of 2.87% and a projected average life of 7.1 years on March 31, 2018. This portfolio consisted of seasoned 30-year mortgage paper and Home Equity Conversion Mortgages with a weighted average loan age (WALA) of 2.3 years and a weighted average maturity (WAM) of 28.3 years.

The remaining 2% of the mortgage related securities portfolio at March 31, 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 March 31, 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 March 31, 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 March 31, 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 March 31, 2018 that were not registered. The table below includes certain information regarding United’s purchase of its common shares during the quarter ended March 31, 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)
 

1/01 – 1/31/2018

     0      $ 00.00        0        2,000,000  

2/01 – 2/28/2018

     5      $ 34.81        0        2,000,000  

3/01 – 3/31/2018

     10,837      $ 37.25        0        2,000,000  
  

 

 

    

 

 

    

 

 

    

Total

     10,842      $ 37.25        0     
  

 

 

    

 

 

    

 

 

    

 

(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. For the quarter ended March 31, 2018 – 10,837 shares at an average price of $37.25 were exchanged by participants in United’s long-term incentive plans.
(2) Includes shares purchased in open market transactions by United for a rabbi trust to provide payment of benefits under a deferred compensation plan for certain key officers of United and its subsidiaries. For the quarter ended March 31, 2018, the following shares were purchased for the deferred compensation plan: February 2018 – 5 shares at an average price of $34.81.
(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:  

May 9, 2018

   

/s/    Richard M. Adams

     

Richard M. Adams, Chairman of

the Board and Chief Executive Officer

Date:  

May 9, 2018

   

/s/    W. Mark Tatterson

      W. Mark Tatterson, Executive Vice President and Chief
Financial Officer

 

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