QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ___________ to ___________
Commission file number 001-35095
UNITED COMMUNITY BANKS, INC.
(Exact name of registrant as specified in its charter)
Georgia
58-1807304
(State of incorporation)
(I.R.S. Employer Identification No.)
125 Highway 515 East
Blairsville, Georgia
30512
(Address of principal executive offices)
(Zip code)
(706) 781-2265
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common stock, par value $1 per share
UCBI
Nasdaq Global Select Market
Depositary shares, each representing 1/1000th interest in a share of Series I Non-Cumulative Preferred Stock
UCBIO
Nasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
There were 119,141,235 shares of the registrant’s common stock, par value $1 per share, outstanding as of April 30, 2024.
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither statements of historical or current fact nor are they assurances of future performance and generally can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “projects”, “plans”, “goal”, “targets”, “potential”, “estimates”, “pro forma”, “seeks”, “intends”, or “anticipates”, or similar expressions. Forward-looking statements include discussions of strategy, financial projections, guidance and estimates (including their underlying assumptions), statements regarding plans, objectives, expectations or consequences of various transactions or events, and statements about our future performance, operations, products and services, and should be viewed with caution.
Because forward-looking statements relate to the future, they are subject to known and unknown risks, uncertainties, assumptions, and changes in circumstances, many of which are beyond our control, and that are difficult to predict as to timing, extent, likelihood and degree of occurrence, and that could cause actual results to differ materially from the results implied or anticipated by the statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, but are not limited to the following:
•negative economic and political conditions that adversely affect the general economy, the banking sector, housing prices, the real estate market, the job market, consumer confidence, the financial condition of our borrowers and consumer spending habits, which may affect, among other things, the levels of NPAs, charge-offs and provision expense;
•changes in loan underwriting, credit review or loss policies associated with economic conditions, examination conclusions or regulatory developments;
•the potential effects of pandemics or public health conditions on the economic and business environments in which we operate, including the impact of actions taken by governmental authorities to address these situations;
•strategic, market, operational, liquidity and interest rate risks associated with our business;
•potential fluctuations or unanticipated changes in the interest rate environment, including interest rate changes made by the Federal Reserve, replacement or reform of other interest rate benchmarks, as well as cash flow reassessments may reduce net interest margin and/or the volumes and values of loans made or held as well as the value of other financial assets;
•any unanticipated or greater than anticipated adverse conditions in the national or local economies in which we operate;
•our loan concentration in industries or sectors that may experience unanticipated or greater than anticipated adverse conditions than other industries or sectors in the national or local economies in which we operate;
•the risks of expansion into new geographic or product markets;
•risks with respect to our ability to identify and complete future mergers or acquisitions as well as our ability to successfully expand and integrate those businesses and operations that we acquire;
•our ability to attract and retain key employees;
•competition from financial institutions and other financial service providers including non-bank financial technology providers and our ability to attract customers from other financial institutions;
•losses due to fraudulent and negligent conduct of our customers, third-party service providers or employees;
•cybersecurity risks and the vulnerability of our network and online banking portals, and the systems or parties with whom we contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches that could adversely affect our business and financial performance or reputation;
•our reliance on third parties to provide key components of our business infrastructure and services required to operate our business;
•the risk that we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial services market;
•the availability of and access to capital, particularly if there were to be increased capital requirements or enhanced regulatory supervision;
•legislative, regulatory or accounting changes that may adversely affect us;
•volatility in the ACL resulting from the CECL methodology, either alone or as that may be affected by conditions affecting our business;
•adverse results (including judgments, costs, fines, reputational harm, inability to obtain necessary approvals and/or other negative effects) from current or future litigation, regulatory proceedings, examinations, investigations, or similar matters, or developments related thereto;
•any matter that would cause us to conclude that there was impairment of any asset, including intangible assets, such as goodwill;
•limitations on our ability to declare and pay dividends and other distributions from the Bank to the Holding Company, which could affect Holding Company liquidity, including its ability to pay dividends to shareholders or take other capital actions;
•the potential effects of events beyond our control that may have a destabilizing effect on financial markets and the economy, such as inflation or recession, terrorist activities, wars and other foreign conflicts, climate change, disruptions in our customers’ supply chains, disruptions in transportation, essential utility outages or trade disputes and related tariffs; and
•other risks and uncertainties disclosed in documents filed or furnished by us with or to the SEC, any of which could cause actual results to differ materially from future results expressed, implied or otherwise anticipated by such forward-looking statements.
We caution readers that the foregoing list of factors is not exclusive, is not necessarily in order of importance and readers should not place undue reliance on forward-looking statements. Additional factors that may cause actual results to differ materially from those contemplated by any forward-looking statements also may be found in our 2023 10-K (including the “Risk Factor” section of that report), Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC and available at the SEC’s website at http://www.sec.gov. We do not intend to and, except as required by law, hereby disclaim any obligation to update or revise any forward-looking statement contained in this Report, which speaks only as of the date of its filing with the SEC, whether as a result of new information, future events, or otherwise. The financial statements and information contained herein have not been reviewed, or confirmed for accuracy or relevance, by the FDIC or any other regulator.
4
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
UNITED COMMUNITY BANKS, INC.
Consolidated Balance Sheets(Unaudited)
(in thousands, except share data)
March 31, 2024
December 31, 2023
ASSETS
Cash and due from banks
$
203,932
$
200,781
Interest-bearing deposits in banks
758,001
803,094
Cash and cash equivalents
961,933
1,003,875
Debt securities available-for-sale
3,393,399
3,331,084
Debt securities held-to-maturity (fair value $2,042,912 and $2,095,620, respectively)
2,465,133
2,490,848
Loans held for sale
38,140
33,008
Loans and leases held for investment
18,374,844
18,318,755
Allowance for credit losses - loans and leases
(210,934)
(208,071)
Loans and leases, net
18,163,910
18,110,684
Premises and equipment, net
386,052
378,421
Bank owned life insurance
342,486
345,371
Goodwill and other intangible assets, net
987,539
990,087
Other assets
626,296
613,873
Total assets
$
27,364,888
$
27,297,251
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Noninterest-bearing demand
$
6,409,659
$
6,534,307
Interest-bearing deposits
16,922,350
16,776,304
Total deposits
23,332,009
23,310,611
Long-term debt
324,854
324,823
Accrued expenses and other liabilities
407,915
400,292
Total liabilities
24,064,778
24,035,726
Shareholders' equity:
Preferred stock, $1 par value: 10,000,000 shares authorized; 3,662 shares Series I issued and
outstanding; $25,000 per share liquidation preference
88,266
88,266
Common stock, $1 par value: 200,000,000 shares authorized,
119,136,518 and 119,010,319 shares issued and outstanding, respectively
119,137
119,010
Common stock issuable: 560,833 and 620,108 shares, respectively
11,923
13,110
Capital surplus
2,702,807
2,699,112
Retained earnings
614,612
581,219
Accumulated other comprehensive loss
(236,635)
(239,192)
Total shareholders' equity
3,300,110
3,261,525
Total liabilities and shareholders' equity
$
27,364,888
$
27,297,251
See accompanying notes to consolidated financial statements (unaudited).
5
UNITED COMMUNITY BANKS, INC.
Consolidated Statements of Income(Unaudited)
Three Months Ended March 31,
(in thousands, except per share data)
2024
2023
Interest revenue:
Loans, including fees
$
283,983
$
236,431
Investment securities, including tax exempt of $1,721 and $2,110, respectively
46,436
39,986
Deposits in banks and short-term investments
6,309
3,070
Total interest revenue
336,728
279,487
Interest expense:
Deposits
133,784
57,861
Short-term borrowings
—
1,148
Federal Home Loan Bank advances
—
5,112
Long-term debt
3,795
3,896
Total interest expense
137,579
68,017
Net interest revenue
199,149
211,470
Provision for credit losses
12,899
21,783
Net interest revenue after provision for credit losses
186,250
189,687
Noninterest income:
Service charges and fees
9,264
8,699
Mortgage loan gains and other related fees
7,511
4,521
Wealth management fees
6,313
5,724
Gains from sales of other loans
1,537
1,916
Lending and loan servicing fees
4,210
4,016
Securities losses, net
—
(1,644)
Other
10,752
6,977
Total noninterest income
39,587
30,209
Total revenue
225,837
219,896
Noninterest expenses:
Salaries and employee benefits
84,985
78,698
Communications and equipment
11,920
10,008
Occupancy
11,099
9,889
Advertising and public relations
1,901
2,349
Postage, printing and supplies
2,648
2,537
Professional fees
5,988
6,072
Lending and loan servicing expense
1,827
2,319
Outside services - electronic banking
2,918
3,425
FDIC assessments and other regulatory charges
7,566
4,001
Amortization of intangibles
3,887
3,528
Merger-related and other charges
2,087
8,631
Other
8,176
8,348
Total noninterest expenses
145,002
139,805
Income before income taxes
80,835
80,091
Income tax expense
18,204
17,791
Net income
$
62,631
$
62,300
Net income available to common shareholders
$
60,713
$
60,242
Net income per common share:
Basic
$
0.51
$
0.52
Diluted
0.51
0.52
Weighted average common shares outstanding:
Basic
119,662
115,451
Diluted
119,743
115,715
See accompanying notes to consolidated financial statements (unaudited).
6
UNITED COMMUNITY BANKS, INC.
Consolidated Statements of Comprehensive Income(Unaudited)
Three Months Ended March 31,
(in thousands)
Before-tax Amount
Tax (Expense) Benefit
Net of Tax Amount
2024
Net income
$
80,835
$
(18,204)
$
62,631
Other comprehensive income:
Unrealized gains on available-for-sale securities
356
(209)
147
Amortization of unrealized losses on held-to-maturity securities transferred from available-for-sale
2,063
(493)
1,570
Derivative instruments designated as cash flow hedges:
Unrealized holding gains on derivatives
2,524
(645)
1,879
Gains on derivative instruments realized in net income
(1,440)
368
(1,072)
Net cash flow hedge activity
1,084
(277)
807
Amortization of defined benefit pension plan net periodic pension cost components
44
(11)
33
Total other comprehensive income
3,547
(990)
2,557
Comprehensive income
$
84,382
$
(19,194)
$
65,188
2023
Net income
$
80,091
$
(17,791)
$
62,300
Other comprehensive income:
Unrealized gains on available-for-sale securities:
Unrealized holding gains
43,279
(10,284)
32,995
Reclassification adjustment for losses included in net income
1,644
(374)
1,270
Net unrealized gains
44,923
(10,658)
34,265
Amortization of unrealized losses on held-to-maturity securities transferred from available-for-sale
2,968
(720)
2,248
Derivative instruments designated as cash flow hedges:
Unrealized holding losses on derivatives
(1,202)
307
(895)
Gains on derivative instruments realized in net income
(822)
210
(612)
Net cash flow hedge activity
(2,024)
517
(1,507)
Amortization of defined benefit pension plan net periodic pension cost components
61
(16)
45
Total other comprehensive income
45,928
(10,877)
35,051
Comprehensive income
$
126,019
$
(28,668)
$
97,351
See accompanying notes to consolidated financial statements (unaudited).
7
UNITED COMMUNITY BANKS, INC.
Consolidated Statement of Changes in Shareholders’ Equity(Unaudited)
For the Three Months Ended March 31,
(in thousands, except share data)
Shares of Common Stock
Preferred Stock
Common Stock
Common Stock Issuable
Capital Surplus
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Total
December 31, 2023
119,010,319
$
88,266
$
119,010
$
13,110
$
2,699,112
$
581,219
$
(239,192)
$
3,261,525
Net income
62,631
62,631
Other comprehensive income
2,557
2,557
Preferred stock dividends
(1,573)
(1,573)
Common stock dividends ($0.23 per share)
(27,665)
(27,665)
Impact of equity-based compensation awards
80,147
80
76
2,956
3,112
Impact of other United sponsored equity plans
46,052
47
(1,263)
739
(477)
March 31, 2024
119,136,518
$
88,266
$
119,137
$
11,923
$
2,702,807
$
614,612
$
(236,635)
$
3,300,110
December 31, 2022
106,222,758
$
96,422
$
106,223
$
12,307
$
2,306,366
$
508,844
$
(329,488)
$
2,700,674
Net income
62,300
62,300
Other comprehensive income
35,051
35,051
Impact of acquisitions
8,770,531
8,771
297,690
306,461
Preferred stock dividends
(1,719)
(1,719)
Common stock dividends ($0.23 per share)
(26,819)
(26,819)
Impact of equity-based compensation awards
121,888
122
498
1,900
2,520
Impact of other United sponsored equity plans
36,389
36
(828)
447
(345)
March 31, 2023
115,151,566
$
96,422
$
115,152
$
11,977
$
2,606,403
$
542,606
$
(294,437)
$
3,078,123
See accompanying notes to consolidated financial statements (unaudited).
8
UNITED COMMUNITY BANKS, INC.
Consolidated Statements of Cash Flows(Unaudited)
Three Months Ended March 31,
(in thousands)
2024
2023
Operating activities:
Net income
$
62,631
$
62,300
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion, net
10,880
12,126
Provision for credit losses
12,899
21,783
Stock based compensation
2,403
2,482
Deferred income tax expense
4,059
8,103
Securities losses, net
—
1,644
Gains from sales of other loans
(1,537)
(1,916)
Changes in assets and liabilities:
Other assets
(12,359)
10,303
Accrued expenses and other liabilities
14,965
(22,029)
Loans held for sale
(5,132)
(4,703)
Net cash provided by operating activities
88,809
90,093
Investing activities:
Debt securities held-to-maturity:
Proceeds from maturities and calls
27,051
31,550
Debt securities available-for-sale:
Proceeds from sales
647
380,661
Proceeds from maturities and calls
229,902
83,794
Purchases
(302,962)
(25,862)
Net increase in loans
(67,629)
(345,316)
Payments for other investments
(4,353)
(74,323)
Proceeds from other investments
380
93,687
Proceeds from sales of premises and equipment
16
2,169
Purchases of premises and equipment
(13,710)
(22,602)
Net cash received in acquisition
—
57,101
Other investing inflows
8,145
436
Net cash (used in) provided by investing activities
(122,513)
181,295
Financing activities:
Net increase in deposits
21,024
793,162
Net decrease in short-term borrowings
—
(292,732)
Proceeds from FHLB advances
100
1,580,000
Repayment of FHLB advances
(100)
(2,195,000)
Cash dividends on common stock
(27,733)
(23,674)
Cash dividends on preferred stock
(1,573)
(1,719)
Other financing inflows
1,211
1,058
Other financing outflows
(1,167)
(1,655)
Net cash used in financing activities
(8,238)
(140,560)
Net change in cash and cash equivalents
(41,942)
130,828
Cash and cash equivalents, beginning of period
1,003,875
646,853
Cash and cash equivalents, end of period
$
961,933
$
777,681
See accompanying notes to consolidated financial statements (unaudited).
9
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 1 – Basis of Presentation
Basis of Presentation
United’s accounting and financial reporting policies conform to GAAP and reporting guidelines of banking regulatory authorities. The accompanying interim consolidated financial statements have not been audited. All material intercompany balances and transactions have been eliminated. A more detailed description of United’s accounting policies is included in its 2023 10-K.
In management’s opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. These adjustments are normal and recurring accruals considered necessary for a fair and accurate presentation. The results for interim periods are not necessarily indicative of results for the full year or any other interim periods. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes appearing in United’s 2023 10-K.
Note 2 – Accounting Standards Updates and Recently Adopted Standards
Recently Adopted Standards
In March 2023, the FASB issued ASU No. 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. The update broadens the application of PAM and related disclosures to tax equity investments other than LIHTC, providing certain conditions are met. The election to apply PAM must be made on a tax-credit-program by tax-credit-program basis rather than at the reporting entity level or to individual investments. United adopted this update using a modified retrospective transition method as of January 1, 2024, with no impact to shareholders’ equity; thus, no cumulative effect adjustment to retained earnings was recorded.
Note 3 – Supplemental Cash Flow Information
The supplemental schedule of significant non-cash investing and financing activities for the three months ended March 31, 2024 and 2023 is as follows.
Three Months Ended March 31,
(in thousands)
2024
2023
Significant non-cash investing and financing transactions:
Commitments to fund equity investments
$
10,693
$
20,000
Acquisitions:
Assets acquired
—
1,903,930
Liabilities assumed
—
1,597,022
Net assets acquired
—
306,908
Common stock issued and options converted
—
306,461
Note 4 – Acquisitions
Acquisition of First Miami
On July 1, 2023, United acquired all of the outstanding common stock of First Miami in a stock transaction. Information related to the fair value of assets and liabilities acquired is included in United’s 2023 10-K. During the first quarter of 2024, within the one-year measurement period related to the acquisition of First Miami, United received additional information regarding the lack of realizability of certain tax credits. As a result, the provisional fair value assigned to acquired other assets was adjusted to $18.8 million, other liabilities was adjusted to $16.9 million and goodwill was adjusted to $24.5 million, which represents a decrease of $2.06 million, a decrease of $726,000 and an increase of $1.34 million, respectively.
Pro forma information - Progress
The following table discloses certain pro forma information as if Progress had been acquired on January 1, 2022. These results combine the historical results of the acquired entity with United’s consolidated statement of income. Adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity; however pro forma financial results presented are not necessarily indicative of what would have occurred had the acquisitions taken place in earlier years.
10
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Merger-related costs related to the Progress acquisition of $7.49 million have been excluded from the three months ended March 31, 2023 pro forma information presented below. The actual results and pro forma information were as follows:
Three Months Ended March 31, 2023
(in thousands)
Revenue
Net Income
Actual Progress results included in statement of income since acquisition date
$
6,652
$
1,810
Supplemental consolidated pro forma as if Progress had been acquired January 1, 2022
229,541
75,209
Note 5 – Investment Securities
The amortized cost basis, unrealized gains and losses and fair value of HTM debt securities as of the dates indicated are as follows.
(in thousands)
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
As of March 31, 2024
U.S. Treasuries
$
19,872
$
—
$
2,093
$
17,779
U.S. Government agencies & GSEs
99,052
—
16,673
82,379
State and political subdivisions
292,236
23
52,802
239,457
Residential MBS, Agency & GSEs
1,360,395
9
223,439
1,136,965
Commercial MBS, Agency & GSEs
678,578
—
124,464
554,114
Supranational entities
15,000
—
2,782
12,218
Total
$
2,465,133
$
32
$
422,253
$
2,042,912
As of December 31, 2023
U.S. Treasuries
$
19,864
$
—
$
1,914
$
17,950
U.S. Government agencies & GSEs
99,052
—
15,689
83,363
State and political subdivisions
292,705
171
50,437
242,439
Residential MBS, Agency & GSEs
1,383,294
24
206,344
1,176,974
Commercial MBS, Agency & GSEs
680,933
—
118,539
562,394
Supranational entities
$
15,000
$
—
$
2,500
$
12,500
Total
$
2,490,848
$
195
$
395,423
$
2,095,620
11
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The amortized cost basis, unrealized gains and losses, and fair value of AFS debt securities as of the dates indicated are presented below.
(in thousands)
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
As of March 31, 2024
U.S. Treasuries
$
411,640
$
5
$
12,865
$
398,780
U.S. Government agencies & GSEs
312,408
259
15,241
297,426
State and political subdivisions
181,829
—
18,566
163,263
Residential MBS, Agency & GSEs
1,337,504
250
132,233
1,205,521
Residential MBS, Non-agency
333,045
—
20,673
312,372
Commercial MBS, Agency & GSEs
693,011
100
39,653
653,458
Commercial MBS, Non-agency
20,165
—
542
19,623
Corporate bonds
213,371
130
17,601
195,900
Asset-backed securities
148,738
96
1,778
147,056
Total
$
3,651,711
$
840
$
259,152
$
3,393,399
As of December 31, 2023
U.S. Treasuries
$
398,021
$
39
$
10,711
$
387,349
U.S. Government agencies & GSEs
281,708
269
14,477
267,500
State and political subdivisions
182,546
5
18,502
164,049
Residential MBS, Agency & GSEs
1,315,064
300
125,012
1,190,352
Residential MBS, Non-agency
339,330
—
22,084
317,246
Commercial MBS, Agency & GSEs
656,004
1,073
39,017
618,060
Commercial MBS, Non-agency
24,269
—
675
23,594
Corporate bonds
218,285
64
17,127
201,222
Asset-backed securities
164,728
—
3,016
161,712
Total
$
3,579,955
$
1,750
$
250,621
$
3,331,084
Securities with a carrying value of $2.90 billion and $4.12 billion, respectively, were pledged, primarily to secure public deposits at March 31, 2024 and to secure public deposits and provide contingent liquidity through the Bank Term Funding Program at the Federal Reserve Bank, at December 31, 2023. The Bank Term Funding Program was discontinued in the first quarter of 2024.
The following table summarizes HTM debt securities in an unrealized loss position as of the dates indicated.
Less than 12 Months
12 Months or More
Total
(in thousands)
Fair Value
Unrealized Loss
Fair Value
Unrealized Loss
Fair Value
Unrealized Loss
As of March 31, 2024
U.S. Treasuries
$
—
$
—
$
17,779
$
2,093
$
17,779
$
2,093
U.S. Government agencies & GSEs
—
—
82,379
16,673
82,379
16,673
State and political subdivisions
13,297
88
217,862
52,714
231,159
52,802
Residential MBS, Agency & GSEs
355
3
1,135,361
223,436
1,135,716
223,439
Commercial MBS, Agency & GSEs
—
—
554,114
124,464
554,114
124,464
Supranational entities
—
—
12,218
2,782
12,218
2,782
Total unrealized loss position
$
13,652
$
91
$
2,019,713
$
422,162
$
2,033,365
$
422,253
As of December 31, 2023
U.S. Treasuries
$
—
$
—
$
17,951
$
1,914
$
17,951
$
1,914
U.S. Government agencies & GSEs
—
—
83,363
15,689
83,363
15,689
State and political subdivisions
2,986
13
217,547
50,424
220,533
50,437
Residential MBS, Agency & GSEs
311
2
1,175,263
206,342
1,175,574
206,344
Commercial MBS, Agency & GSEs
6,533
115
555,861
118,424
562,394
118,539
Supranational entities
—
—
12,500
2,500
12,500
2,500
Total unrealized loss position
$
9,830
$
130
$
2,062,485
$
395,293
$
2,072,315
$
395,423
12
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table summarizes AFS debt securities in an unrealized loss position as of the dates indicated.
Less than 12 Months
12 Months or More
Total
(in thousands)
Fair Value
Unrealized Loss
Fair Value
Unrealized Loss
Fair Value
Unrealized Loss
As of March 31, 2024
U.S. Treasuries
$
270,743
$
1,566
$
102,963
$
11,299
$
373,706
$
12,865
U.S. Government agencies & GSEs
40,825
216
177,406
15,025
218,231
15,241
State and political subdivisions
—
—
162,495
18,566
162,495
18,566
Residential MBS, Agency & GSEs
81,990
331
1,086,333
131,902
1,168,323
132,233
Residential MBS, Non-agency
—
—
312,372
20,673
312,372
20,673
Commercial MBS, Agency & GSEs
170,175
724
379,980
38,929
550,155
39,653
Commercial MBS, Non-agency
—
—
19,623
542
19,623
542
Corporate bonds
3,201
49
190,753
17,552
193,954
17,601
Asset-backed securities
3,214
3
118,321
1,775
121,535
1,778
Total unrealized loss position
$
570,148
$
2,889
$
2,550,246
$
256,263
$
3,120,394
$
259,152
As of December 31, 2023
U.S. Treasuries
$
100,369
$
39
$
103,535
$
10,672
$
203,904
$
10,711
U.S. Government agencies & GSEs
41,960
141
184,184
14,336
226,144
14,477
State and political subdivisions
—
—
163,278
18,502
163,278
18,502
Residential MBS, Agency & GSEs
50,014
672
1,108,290
124,340
1,158,304
125,012
Residential MBS, Non-agency
—
—
317,247
22,084
317,247
22,084
Commercial MBS, Agency & GSEs
98,052
2,494
342,390
36,523
440,442
39,017
Commercial MBS, Non-agency
—
—
23,594
675
23,594
675
Corporate bonds
4,016
116
195,329
17,011
199,345
17,127
Asset-backed securities
11,855
53
149,857
2,963
161,712
3,016
Total unrealized loss position
$
306,266
$
3,515
$
2,587,704
$
247,106
$
2,893,970
$
250,621
At March 31, 2024, there were 639 AFS debt securities and 315 HTM debt securities that were in an unrealized loss position. United does not intend to sell nor does it believe it will be required to sell securities in an unrealized loss position prior to the recovery of their amortized cost basis. Unrealized losses at March 31, 2024 were primarily attributable to changes in interest rates.
At March 31, 2024 and December 31, 2023, estimated credit losses and, thus, the related ACL on HTM debt securities were de minimis due to the high credit quality of the portfolio, which included securities issued or guaranteed by U.S. Government agencies, GSEs, high credit quality municipalities and supranational entities. As a result, no ACL was recorded on the HTM portfolio at March 31, 2024 or December 31, 2023. In addition, based on the assessments performed at March 31, 2024 and December 31, 2023, there was no ACL required related to the AFS portfolio.
The following table presents accrued interest receivable on HTM and AFS debt securities, which was excluded from the estimate of credit losses, for the periods indicated.
Accrued Interest Receivable
(in thousands)
March 31, 2024
December 31, 2023
HTM
$
5,942
$
6,143
AFS
15,050
12,568
13
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The amortized cost and fair value of AFS and HTM debt securities at March 31, 2024, by contractual maturity, are presented in the following table.
AFS
HTM
(in thousands)
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Within 1 year:
U.S. Treasuries
$
122,246
$
122,094
$
—
$
—
U.S. Government agencies & GSEs
371
357
—
—
State and political subdivisions
3,147
3,114
1,200
1,194
Corporate bonds
16,878
16,413
—
—
142,642
141,978
1,200
1,194
1 to 5 years:
U.S. Treasuries
289,394
276,686
19,872
17,779
U.S. Government agencies & GSEs
46,818
43,034
—
—
State and political subdivisions
27,823
25,762
27,197
25,579
Corporate bonds
152,155
140,542
—
—
516,190
486,024
47,069
43,358
5 to 10 years:
U.S. Government agencies & GSEs
129,138
122,597
72,635
61,301
State and political subdivisions
59,827
51,150
55,664
47,296
Corporate bonds
43,528
38,029
—
—
Supranational entities
—
—
15,000
12,218
232,493
211,776
143,299
120,815
More than 10 years:
U.S. Government agencies & GSEs
136,081
131,438
26,417
21,078
State and political subdivisions
91,032
83,237
208,175
165,388
Corporate bonds
810
916
—
—
227,923
215,591
234,592
186,466
Debt securities not due at a single maturity date:
Asset-backed securities
148,738
147,056
—
—
Residential MBS
1,670,549
1,517,893
1,360,395
1,136,965
Commercial MBS
713,176
673,081
678,578
554,114
2,532,463
2,338,030
2,038,973
1,691,079
Total
$
3,651,711
$
3,393,399
$
2,465,133
$
2,042,912
Expected maturities may differ from contractual maturities because issuers and borrowers may have the right to call or prepay obligations.
Realized gains and losses are derived using the specific identification method for determining the cost of securities sold. The following table summarizes AFS securities sales activity for the three months ended March 31, 2024 and 2023.
Three Months Ended March 31,
(in thousands)
2024
2023
Proceeds from sales
$
647
$
380,661
Gross realized gains
$
—
$
1,373
Gross realized losses
—
(3,017)
Securities losses, net
$
—
$
(1,644)
Income tax benefit attributable to sales
$
—
$
(374)
14
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 6 – Loans and Leases and Allowance for Credit Losses
Major classifications of the loan and lease portfolio (collectively referred to as the “loan portfolio” or “loans”) are summarized as of the dates indicated as follows.
(in thousands)
March 31, 2024
December 31, 2023
Owner occupied CRE
$
3,310,231
$
3,264,051
Income producing CRE
4,206,322
4,263,952
Commercial & industrial
2,404,505
2,411,045
Commercial construction
1,936,074
1,859,538
Equipment financing
1,543,905
1,541,120
Total commercial
13,401,037
13,339,706
Residential mortgage
3,239,687
3,198,928
Home equity
969,020
958,987
Residential construction
257,279
301,650
Manufactured housing
328,121
336,474
Consumer
180,102
181,117
Total loans excluding fair value hedge basis adjustment
18,375,246
18,316,862
Fair value hedge basis adjustment
(402)
1,893
Total loans
18,374,844
18,318,755
Less ACL - loans
(210,934)
(208,071)
Loans, net
$
18,163,910
$
18,110,684
Accrued interest receivable related to loans totaled $67.0 million at both March 31, 2024 and December 31, 2023, and was reported in other assets on the consolidated balance sheets. Accrued interest receivable was excluded from the estimate of credit losses.
At March 31, 2024 and December 31, 2023, the loan portfolio included certain loans specifically pledged to the Federal Reserve as well as loans covered by a blanket lien on qualifying loan types with the FHLB to secure contingent funding sources.
The following table presents the amortized cost of certain loans held for investment that were sold in the periods indicated. The gains on these loan sales were included in noninterest income on the consolidated statements of income.
Three Months Ended March 31,
(in thousands)
2024
2023
Guaranteed portion of SBA/USDA loans
$
9,388
$
21,770
Equipment financing receivables
28,323
18,703
Total
$
37,711
$
40,473
At March 31, 2024 and December 31, 2023, equipment financing receivables included leases of $74.8 million and $68.9 million, respectively. The components of the net investment in leases, which included both sales-type and direct financing, are presented below.
(in thousands)
March 31, 2024
December 31, 2023
Minimum future lease payments receivable
$
81,882
$
75,198
Estimated residual value of leased equipment
4,737
4,445
Initial direct costs
1,566
1,402
Security deposits
(437)
(413)
Unearned income
(12,978)
(11,711)
Net investment in leases
$
74,770
$
68,921
15
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Minimum future lease payments expected to be received from equipment financing lease contracts as of March 31, 2024 were as follows:
(in thousands)
Year
Remainder of 2024
$
20,668
2025
23,996
2026
18,243
2027
12,703
2028
5,675
Thereafter
597
Total
$
81,882
Nonaccrual and Past Due Loans
The following table presents the aging of the amortized cost basis in loans by aging category and accrual status as of the dates indicated. Past due status is based on contractual terms of the loan. The accrual of interest is generally discontinued when a loan becomes 90 days past due.
Accruing
Current Loans
Loans Past Due
(in thousands)
30 - 59 Days
60 - 89 Days
> 90 Days
Nonaccrual Loans
Total Loans
As of March 31, 2024
Owner occupied CRE
$
3,300,380
$
7,136
$
405
$
—
$
2,310
$
3,310,231
Income producing CRE
4,176,324
812
—
—
29,186
4,206,322
Commercial & industrial
2,371,045
10,707
2,619
—
20,134
2,404,505
Commercial construction
1,932,826
1,311
75
—
1,862
1,936,074
Equipment financing
1,525,225
7,746
2,105
—
8,829
1,543,905
Total commercial
13,305,800
27,712
5,204
—
62,321
13,401,037
Residential mortgage
3,217,293
5,182
643
—
16,569
3,239,687
Home equity
960,734
2,638
664
—
4,984
969,020
Residential construction
255,899
51
85
—
1,244
257,279
Manufactured housing
298,850
7,869
1,605
—
19,797
328,121
Consumer
179,582
428
38
—
54
180,102
Total loans
$
18,218,158
$
43,880
$
8,239
$
—
$
104,969
$
18,375,246
As of December 31, 2023
Owner occupied CRE
$
3,258,015
$
2,942
$
—
$
—
$
3,094
$
3,264,051
Income producing CRE
4,230,140
3,684
—
—
30,128
4,263,952
Commercial & industrial
2,388,076
8,129
1,373
—
13,467
2,411,045
Commercial construction
1,857,660
—
—
—
1,878
1,859,538
Equipment financing
1,522,962
5,895
3,758
—
8,505
1,541,120
Total commercial
13,256,853
20,650
5,131
—
57,072
13,339,706
Residential mortgage
3,179,329
4,622
1,033
—
13,944
3,198,928
Home equity
950,841
4,106
268
—
3,772
958,987
Residential construction
299,230
1,255
221
—
944
301,650
Manufactured housing
304,794
12,622
3,197
—
15,861
336,474
Consumer
180,245
686
92
—
94
181,117
Total loans
$
18,171,292
$
43,941
$
9,942
$
—
$
91,687
$
18,316,862
16
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
At March 31, 2024 and December 31, 2023, United had $55.5 million and $48.5 million, respectively, in loans for which repayment is expected to be provided substantially through the operation or sale of the collateral. Estimated credit losses for these loans are based on the net realizable value of the collateral relative to the amortized cost of the loan. The majority of these loans are income producing CRE and commercial and industrial loans.
The following table presents nonaccrual loans held for investment by loan class for the periods indicated.
Nonaccrual Loans
March 31, 2024
December 31, 2023
(in thousands)
With no allowance
With an allowance
Total
With no allowance
With an allowance
Total
Owner occupied CRE
$
1,072
$
1,238
$
2,310
$
2,451
$
643
$
3,094
Income producing CRE
29,153
33
29,186
11,003
19,125
30,128
Commercial & industrial
14,038
6,096
20,134
11,940
1,527
13,467
Commercial construction
1,778
84
1,862
1,784
94
1,878
Equipment financing
92
8,737
8,829
57
8,448
8,505
Total commercial
46,133
16,188
62,321
27,235
29,837
57,072
Residential mortgage
3,368
13,201
16,569
1,836
12,108
13,944
Home equity
1,426
3,558
4,984
1,276
2,496
3,772
Residential construction
781
463
1,244
398
546
944
Manufactured housing
—
19,797
19,797
—
15,861
15,861
Consumer
—
54
54
2
92
94
Total
$
51,708
$
53,261
$
104,969
$
30,747
$
60,940
$
91,687
Risk Ratings
United categorizes commercial loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, public information, and current industry and economic trends, among other factors. United analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a continual basis. United uses the following definitions for its risk ratings:
Pass. Loans in this category are considered to have a low probability of default and do not meet the criteria of the risk categories below.
Special Mention. Loans in this category are presently protected from apparent loss; however, weaknesses exist that could cause future impairment, including the deterioration of financial ratios, past due status and questionable management capabilities. These loans require more than the ordinary amount of supervision. Collateral values generally afford adequate coverage, but may not be immediately marketable.
Substandard. These loans are inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged. Specific and well-defined weaknesses exist that may include poor liquidity and deterioration of financial ratios. The loan may be past due and related deposit accounts experiencing overdrafts. There is the distinct possibility that United will sustain some loss if deficiencies are not corrected. If possible, immediate corrective action is taken.
Doubtful. Specific weaknesses characterized as Substandard that are severe enough to make collection in full highly questionable and improbable. There is no reliable secondary source of full repayment.
Loss. Loans categorized as Loss have the same characteristics as Doubtful; however, probability of loss is certain. Loans classified as Loss are charged off.
Consumer Purpose Loans. United applies a pass / fail grading system to all consumer purpose loans. Under this system, loans that are on nonaccrual status, become past due 90 days, or are in bankruptcy and 30 or more days past due are classified as “fail” and all other loans are classified as “pass”. For reporting purposes, loans in these categories that are classified as “fail” are reported as substandard and all other loans are reported as pass.
17
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following tables present the risk category of term loans and gross charge-offs by vintage year, which is the year of origination or most recent renewal, as of the date indicated (in thousands).
(in thousands)
Term Loans by Origination Year
Revolvers
Revolvers converted to term loans
Total
As of March 31, 2024
2024
2023
2022
2021
2020
Prior
Owner occupied CRE
Pass
$
121,015
$
643,801
$
665,648
$
594,768
$
546,727
$
501,390
$
113,065
$
17,263
$
3,203,677
Special Mention
831
1,837
14,475
13,905
9,131
11,771
—
2,774
54,724
Substandard
1,398
7,750
9,010
15,079
4,137
13,025
1,431
—
51,830
Total owner occupied CRE
$
123,244
$
653,388
$
689,133
$
623,752
$
559,995
$
526,186
$
114,496
$
20,037
$
3,310,231
Current period gross charge-offs
$
—
$
192
$
17
$
—
$
—
$
219
$
—
$
—
$
428
Income producing CRE
Pass
$
157,636
$
570,861
$
929,507
$
835,019
$
681,583
$
668,180
$
51,731
$
12,087
$
3,906,604
Special Mention
27,581
51,055
26,868
21,336
28,963
12,362
49
—
168,214
Substandard
38,515
48,474
9,076
2,460
5,439
27,487
—
53
131,504
Total income producing CRE
$
223,732
$
670,390
$
965,451
$
858,815
$
715,985
$
708,029
$
51,780
$
12,140
$
4,206,322
Current period gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
229
$
—
$
—
$
229
Commercial & industrial
Pass
$
97,538
$
559,393
$
398,107
$
275,540
$
122,578
$
197,346
$
578,784
$
11,182
$
2,240,468
Special Mention
10,752
2,434
3,821
6,862
8,432
8,090
34,656
313
75,360
Substandard
685
25,705
3,818
15,705
4,935
4,715
31,806
1,308
88,677
Total commercial & industrial
$
108,975
$
587,532
$
405,746
$
298,107
$
135,945
$
210,151
$
645,246
$
12,803
$
2,404,505
Current period gross charge-offs
$
—
$
3,105
$
409
$
107
$
111
$
532
$
—
$
522
$
4,786
Commercial construction
Pass
$
160,727
$
627,053
$
667,547
$
263,091
$
62,508
$
74,320
$
65,090
$
936
$
1,921,272
Special Mention
4,849
204
118
4
—
—
—
—
5,175
Substandard
1,578
6,030
1,064
30
720
205
—
—
9,627
Total commercial construction
$
167,154
$
633,287
$
668,729
$
263,125
$
63,228
$
74,525
$
65,090
$
936
$
1,936,074
Current period gross charge-offs
$
—
$
—
$
53
$
—
$
—
$
—
$
—
$
—
$
53
Equipment financing
Pass
$
192,828
$
578,878
$
452,224
$
201,010
$
68,999
$
34,265
$
—
$
—
$
1,528,204
Special Mention
—
—
815
2,311
900
674
—
—
4,700
Substandard
—
1,954
4,439
3,189
592
827
—
—
11,001
Total equipment financing
$
192,828
$
580,832
$
457,478
$
206,510
$
70,491
$
35,766
$
—
$
—
$
1,543,905
Current period gross charge-offs
$
—
$
1,219
$
3,457
$
2,199
$
383
$
31
$
—
$
—
$
7,289
Residential mortgage
Pass
$
102,601
$
823,173
$
941,593
$
721,699
$
311,808
$
315,388
$
6
$
3,262
$
3,219,530
Substandard
1,311
2,772
3,431
2,104
1,982
8,276
—
281
20,157
Total residential mortgage
$
103,912
$
825,945
$
945,024
$
723,803
$
313,790
$
323,664
$
6
$
3,543
$
3,239,687
Current period gross charge-offs
$
—
$
—
$
13
$
—
$
—
$
3
$
—
$
—
$
16
Home equity
Pass
$
—
$
—
$
—
$
—
$
—
$
—
$
935,162
$
28,461
$
963,623
Substandard
—
—
—
—
—
—
—
5,397
5,397
Total home equity
$
—
$
—
$
—
$
—
$
—
$
—
$
935,162
$
33,858
$
969,020
Current period gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
7
$
7
Residential construction
Pass
$
15,109
$
176,092
$
44,524
$
9,044
$
4,941
$
6,127
$
—
$
92
$
255,929
Substandard
215
963
30
—
7
135
—
—
1,350
Total residential construction
$
15,324
$
177,055
$
44,554
$
9,044
$
4,948
$
6,262
$
—
$
92
$
257,279
Current period gross charge-offs
$
—
$
85
$
—
$
48
$
—
$
—
$
—
$
—
$
133
Manufactured housing
Pass
$
—
$
43,191
$
67,155
$
47,387
$
42,030
$
106,805
$
—
$
—
$
306,568
Substandard
128
2,018
5,055
3,903
3,816
6,633
—
—
21,553
Total consumer
$
128
$
45,209
$
72,210
$
51,290
$
45,846
$
113,438
$
—
$
—
$
328,121
Current period gross charge-offs
$
—
$
234
$
615
$
304
$
149
$
305
$
—
$
—
$
1,607
Consumer
Pass
$
27,459
$
71,656
$
33,669
$
13,687
$
9,517
$
1,309
$
22,067
$
462
$
179,826
Substandard
127
25
54
48
13
9
—
—
276
Total consumer
$
27,586
$
71,681
$
33,723
$
13,735
$
9,530
$
1,318
$
22,067
$
462
$
180,102
Current period gross charge-offs
$
648
$
55
$
86
$
18
$
5
$
—
$
—
$
49
$
861
18
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(in thousands)
Term Loans
Revolvers
Revolvers converted to term loans
Total
As of December 31, 2023
2023
2022
2021
2020
2019
Prior
Owner occupied CRE
Pass
$
643,752
$
681,834
$
615,571
$
553,047
$
202,068
$
337,495
$
117,212
$
18,671
$
3,169,650
Special Mention
2,409
7,877
7,070
4,815
9,221
2,245
100
254
33,991
Substandard
11,128
8,929
15,405
7,104
5,395
8,340
1,421
2,688
60,410
Total owner occupied CRE
$
657,289
$
698,640
$
638,046
$
564,966
$
216,684
$
348,080
$
118,733
$
21,613
$
3,264,051
Current period gross charge-offs
$
207
$
48
$
—
$
819
$
—
$
—
$
—
$
—
$
1,074
Income producing CRE
Pass
$
661,093
$
931,559
$
851,529
$
750,415
$
302,845
$
419,111
$
50,659
$
13,247
$
3,980,458
Special Mention
48,358
26,751
18,989
25,964
6,387
6,173
—
—
132,622
Substandard
68,032
9,998
2,523
21,037
28,877
20,351
—
54
150,872
Total income producing CRE
$
777,483
$
968,308
$
873,041
$
797,416
$
338,109
$
445,635
$
50,659
$
13,301
$
4,263,952
Current period gross charge-offs
$
3,033
$
2,534
$
—
$
—
$
—
$
2,291
$
—
$
—
$
7,858
Commercial & industrial
Pass
$
610,288
$
425,626
$
299,170
$
130,586
$
82,710
$
130,190
$
581,871
$
13,332
$
2,273,773
Special Mention
6,459
2,068
472
5,430
5,473
718
14,861
274
35,755
Substandard
10,906
5,713
22,635
8,557
4,499
1,610
46,282
1,315
101,517
Total commercial & industrial
$
627,653
$
433,407
$
322,277
$
144,573
$
92,682
$
132,518
$
643,014
$
14,921
$
2,411,045
Current period gross charge-offs
$
5,999
$
1,627
$
13,153
$
2,377
$
400
$
157
$
—
$
1,825
$
25,538
Commercial construction
Pass
$
665,792
$
638,761
$
293,276
$
95,046
$
59,471
$
24,698
$
62,370
$
966
$
1,840,380
Special Mention
28
124
6
—
—
—
—
—
158
Substandard
16,253
1,784
31
723
127
82
—
—
19,000
Total commercial construction
$
682,073
$
640,669
$
293,313
$
95,769
$
59,598
$
24,780
$
62,370
$
966
$
1,859,538
Current period gross charge-offs
$
—
$
60
$
—
$
—
$
—
$
—
$
—
$
—
$
60
Equipment financing
Pass
$
673,201
$
496,336
$
233,422
$
83,507
$
41,053
$
3,722
$
—
$
—
$
1,531,241
Substandard
1,471
4,141
2,487
960
817
3
—
—
9,879
Total equipment financing
$
674,672
$
500,477
$
235,909
$
84,467
$
41,870
$
3,725
$
—
$
—
$
1,541,120
Current period gross charge-offs
$
474
$
10,902
$
9,764
$
1,960
$
786
$
320
$
—
$
—
$
24,206
Residential mortgage
Pass
$
839,825
$
955,592
$
734,078
$
318,886
$
84,736
$
245,648
$
6
$
3,415
$
3,182,186
Substandard
2,001
3,078
2,715
1,074
1,331
6,295
—
248
16,742
Total residential mortgage
$
841,826
$
958,670
$
736,793
$
319,960
$
86,067
$
251,943
$
6
$
3,663
$
3,198,928
Current period gross charge-offs
$
—
$
51
$
—
$
—
$
—
$
38
$
—
$
—
$
89
Home equity
Pass
$
—
$
—
$
—
$
—
$
—
$
—
$
926,596
$
28,412
$
955,008
Substandard
—
—
—
—
—
—
—
3,979
3,979
Total home equity
$
—
$
—
$
—
$
—
$
—
$
—
$
926,596
$
32,391
$
958,987
Current period gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
167
$
167
Residential construction
Pass
$
208,798
$
70,011
$
9,827
$
5,201
$
1,046
$
5,614
$
—
$
93
$
300,590
Substandard
878
31
—
6
38
107
—
—
1,060
Total residential construction
$
209,676
$
70,042
$
9,827
$
5,207
$
1,084
$
5,721
$
—
$
93
$
301,650
Current period gross charge-offs
$
—
$
1,111
$
—
$
—
$
—
$
—
$
—
$
—
$
1,111
Manufactured housing
Pass
$
45,065
$
69,424
$
48,814
$
43,735
$
31,321
$
80,284
$
—
$
—
$
318,643
Substandard
1,078
4,665
3,601
3,020
1,291
4,176
—
—
17,831
Total consumer
$
46,143
$
74,089
$
52,415
$
46,755
$
32,612
$
84,460
$
—
$
—
$
336,474
Current period gross charge-offs
$
38
$
1,503
$
985
$
419
$
279
$
690
$
—
$
—
$
3,914
Consumer
Pass
$
86,142
$
39,593
$
16,191
$
10,350
$
1,212
$
623
$
26,239
$
534
$
180,884
Substandard
50
55
53
25
5
13
32
—
233
Total consumer
$
86,192
$
39,648
$
16,244
$
10,375
$
1,217
$
636
$
26,271
$
534
$
181,117
Current period gross charge-offs
$
3,245
$
241
$
233
$
38
$
15
$
1
$
5
$
204
$
3,982
19
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Modifications to Borrowers Experiencing Financial Difficulty
The period-end amortized cost and additional information regarding the modified terms of loans modified under the terms of a FDM during the three months ended March 31, 2024 and 2023 are presented in the following tables.
Three Months Ended March 31, 2024
New FDMs
Defaults within 12 months of modification
(in thousands)
Amortized Cost
% of Total Class of Receivable
Owner occupied CRE
$
1,950
0.1
%
$
—
Income producing CRE
28,540
0.7
—
Commercial & industrial
6,575
0.3
—
Equipment financing
1,393
0.1
228
Residential mortgage
1,228
—
—
Residential construction
100
—
—
Manufactured housing
128
—
—
Consumer
125
0.1
—
Total
$
40,039
0.2
$
228
Three Months Ended March 31, 2024
New FDMs
(dollars in thousands)
Weighted Average Modification
Extension
Owner occupied CRE
$
243
1 year
Commercial & industrial
6,117
7 months
Residential mortgage
27
1 year
Consumer
125
5 months
Total
6,512
Payment Delay
Owner occupied CRE (1)
266
N/A
Income producing CRE
28,540
1 year
Commercial & industrial (1)
179
6 months
Residential construction
100
6 months
Total
29,085
Payment Delay and Extension
Commercial & industrial
279
Payment delay: 4 months; Extension: 3 years
Equipment financing
1,393
Extension and payment delay: 7 months
Total
1,672
Rate Reduction and Extension
Residential mortgage
1,201
Rate reduction: 444 basis points; Extension: 2 years
Manufactured housing
128
Rate reduction: 624 basis points; Extension: 6 years
(1) Payment delay FDMs in bankruptcy status are excluded from the weighted average payment delay calculation.
20
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Three Months Ended March 31, 2023
New FDMs
Defaults within 12 months of modification
Amortized Cost by Type of Modification
(in thousands)
Extension
Payment Delay
Rate Reduction & Extension
Total
% of Total Class of Receivable
Commercial & industrial
$
—
$
6,170
$
—
$
6,170
0.3
%
$
—
Equipment financing
5,211
—
—
5,211
0.4
—
Residential mortgage
—
—
57
57
—
—
Manufactured housing
—
—
152
152
—
—
Total
$
5,211
$
6,170
$
209
$
11,590
0.1
$
—
During the three months ended March 31, 2023, equipment financing FDMs typically consist of one or more three-month extensions beyond the original maturity date.
For the three months ended March 31, 2023, commercial and industrial payment delay modifications consisted of one or more three-month periods during which principal payments were deferred but interest payments continued to be paid.
During the three months ended March 31, 2023, FDMs categorized as rate reduction and extensions in the residential mortgage and manufactured housing categories resulted in a decrease in the weighted average interest rate on these FDMs of 621 bps and extended the weighted average maturity by 6.5 years.
Allowance for Credit Losses
The ACL for loans represents management’s estimate of life of loan credit losses in the portfolio as of the end of the period. The ACL related to unfunded commitments is included in other liabilities in the consolidated balance sheet.
At both March 31, 2024 and December 31, 2023, United used a one-year reasonable and supportable forecast period. Expected credit losses were estimated using a regression model for each segment based on historical data from peer banks combined with a third party vendor’s baseline economic forecast to predict the change in credit losses. These estimates were then combined with a starting value that was based on United’s recent charge-off experience to produce an expected default rate, with the results subject to a floor.
In the case of commercial construction, income producing CRE, owner occupied CRE, multifamily loans (included in income producing CRE) and commercial & industrial loans, at March 31, 2024, the expected default rate was adjusted by a model overlay based on expectations of future performance.
At March 31, 2024, the third party vendor’s baseline forecast was similar to the forecast at December 31, 2023. At March 31, 2024 United applied qualitative adjustments to the model output for the residential mortgage portfolio to account for the ongoing performance stability of the portfolio. United also applied qualitative adjustments to the equipment finance portfolio due to an elevated default rate that resulted from a higher level of recent charge-offs that was mostly coming from the long-haul trucking equipment segment, a small portion of the portfolio deemed not representative of the entire equipment financing portfolio.
For periods beyond the reasonable and supportable forecast period of one year, United reverted to historical credit loss information on a straight line basis over two years. For most collateral types, United reverted to through-the-cycle average default rates using peer data from 2000 to 2017. For loans secured by residential mortgages and manufactured housing, the peer data was adjusted for changes in lending practices designed to mitigate the magnitude of losses observed during the 2008 mortgage crisis.
21
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table presents the balance and activity in the ACL by portfolio segment for the periods indicated.
Three Months Ended March 31, 2024
(in thousands)
Beginning Balance
Charge-Offs
Recoveries
Provision
Ending Balance
Owner occupied CRE
$
23,542
$
(428)
$
226
$
(3,682)
$
19,658
Income producing CRE
47,755
(229)
24
(752)
46,798
Commercial & industrial
30,890
(4,786)
880
4,874
31,858
Commercial construction
21,741
(53)
33
(1,698)
20,023
Equipment financing
33,383
(7,289)
927
12,961
39,982
Residential mortgage
28,219
(16)
32
401
28,636
Home equity
9,647
(7)
61
14
9,715
Residential construction
1,833
(133)
14
(185)
1,529
Manufactured housing
10,339
(1,607)
38
3,274
12,044
Consumer
722
(861)
266
564
691
ACL - loans
208,071
(15,409)
2,501
15,771
210,934
ACL - unfunded commitments
16,057
—
—
(2,872)
13,185
Total ACL
$
224,128
$
(15,409)
$
2,501
$
12,899
$
224,119
Three Months Ended March 31, 2023
(in thousands)
Beginning Balance
Initial ACL - PCD loans (1)
Charge-Offs
Recoveries
Provision
Ending Balance
Owner occupied CRE
$
19,834
$
181
$
(207)
$
117
$
906
$
20,831
Income producing CRE
32,082
307
(2,781)
475
3,524
33,607
Commercial & industrial
23,504
1,358
(898)
673
3,675
28,312
Commercial construction
20,120
39
—
37
1,877
22,073
Equipment financing
23,395
—
(4,027)
652
6,175
26,195
Residential mortgage
20,809
157
(19)
106
3,029
24,082
Home equity
8,707
534
(121)
88
1,129
10,337
Residential construction
2,049
124
—
15
(145)
2,043
Manufactured housing
8,098
—
(654)
26
954
8,424
Consumer
759
4
(817)
251
433
630
ACL - loans
159,357
2,704
(9,524)
2,440
21,557
176,534
ACL - unfunded commitments
21,163
—
—
—
226
21,389
Total ACL
$
180,520
$
2,704
$
(9,524)
$
2,440
$
21,783
$
197,923
(1) Represents the initial ACL related to PCD loans acquired in the Progress transaction.
22
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 7 – Derivatives and Hedging Activities
The table below presents the fair value of derivative financial instruments, which are included in other assets and other liabilities on the consolidated balance sheet, as of the dates indicated:
March 31, 2024
December 31, 2023
Notional Amount
Fair Value
Notional Amount
Fair Value
(in thousands)
Derivative Asset
Derivative Liability
Derivative Asset
Derivative Liability
Derivatives designated as hedging instruments:
Cash flow hedge of subordinated debt
$
100,000
$
13,840
$
—
$
100,000
$
13,168
$
—
Cash flow hedges of trust preferred securities
20,000
—
—
20,000
—
—
Fair value hedges of AFS debt securities
649,520
—
—
655,511
—
—
Fair value hedges of loans
1,650,000
—
—
150,000
—
—
Total
2,419,520
13,840
—
925,511
13,168
—
Derivatives not designated as hedging instruments:
Customer derivative positions
1,173,714
1,358
77,635
1,177,275
3,461
68,384
Dealer offsets to customer derivative positions
1,173,714
25,588
1,337
1,197,364
23,061
4,597
Risk participations
89,811
1
6
90,597
1
8
Mortgage banking - loan commitments
67,260
1,630
—
48,452
1,089
—
Mortgage banking - forward sales commitment
105,251
89
180
81,671
20
658
Bifurcated embedded derivatives
51,935
10,696
—
51,935
9,552
—
Dealer offsets to bifurcated embedded derivatives
51,935
—
12,255
51,935
—
11,164
Total
2,713,620
39,362
91,413
2,699,229
37,184
84,811
Total derivatives
$
5,133,140
$
53,202
$
91,413
$
3,624,740
$
50,352
$
84,811
Total gross derivative instruments
$
53,202
$
91,413
$
50,352
$
84,811
Less: Amounts subject to master netting agreements
(1,444)
(1,444)
(4,683)
(4,683)
Less: Cash collateral received/pledged
(39,841)
(12,593)
(33,921)
(11,330)
Net amount
$
11,917
$
77,376
$
11,748
$
68,798
United clears certain derivatives centrally through the CME. CME rules legally characterize variation margin payments for centrally cleared derivatives as settlements of the derivatives’ exposure rather than as collateral. As a result, the variation margin payment and the related derivative instruments are considered a single unit of account for accounting purposes. Variation margin, as determined by the CME, is settled daily. As a result, derivative contracts that clear through the CME have an estimated fair value of zero.
Hedging Derivatives
Cash Flow Hedges of Interest Rate Risk
As of March 31, 2024 and December 31, 2023, United utilized interest rate caps and swaps to hedge the variability of cash flows due to changes in interest rates on certain of its variable-rate subordinated debt and trust preferred securities. Gains and losses related to changes in fair value are reclassified into earnings in the periods the hedged forecasted transactions occur. Losses representing amortization of the premium recorded on cash flow hedges, which is a component excluded from the assessment of effectiveness, are recognized in earnings on a straight-line basis in the same caption as the hedged item over the term of the hedge. Over the next twelve months, United expects to reclassify $5.32 million of gains from AOCI into earnings related to these agreements.
Fair Value Hedges of Interest Rate Risk
United uses interest rate derivatives to manage its exposure to changes in fair value attributable to changes in interest rates on certain of its fixed-rate financial instruments. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. United includes the gain or loss on the hedged items in the same income statement line item as the offsetting loss or gain on the related derivatives. During the first quarter of 2024, United entered into additional fair value hedges on stated amounts of closed portfolios of loans using the portfolio layer method.
23
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The table below presents the effect of derivatives in hedging relationships, all of which are interest rate contracts, on net interest income for the periods indicated.
Affected Income Statement Line Item Increase/(Decrease) to Earnings
Three Months Ended March 31,
(in thousands)
2024
2023
Fair value hedges:
AFS securities:
Amounts related to interest settlements on derivatives
$
2,856
$
—
Gain recognized on derivative
9,462
—
Loss recognized on hedged items
(9,798)
—
Net income recognized on AFS securities fair value hedges
Interest revenue- investment securities
$
2,520
$
—
Loans:
Amounts related to interest settlements on derivatives
1,298
—
Gain recognized on derivatives
2,158
—
Loss recognized on hedged items
(2,295)
—
Net income recognized on loan fair value hedges
Interest revenue - loans, including fees
1,161
—
Cash flow hedges:
Long-term debt (1)
Interest expense- long term debt
$
1,440
$
822
(1) Includes premium amortization expense excluded from the assessment of hedge effectiveness of $118,000 and $116,000 for the three months ended March 31, 2024 and 2023, respectively.
The table below presents the carrying amount of hedged items and cumulative fair value hedging basis adjustments for the periods presented. All fair value hedges of AFS debt securities and loans at March 31, 2024 and December 31, 2023 were designated under the portfolio layer method.
(in thousands)
March 31, 2024
December 31, 2023
Balance Sheet Location
Carrying Amount
Hedge Accounting Basis Adjustment
Hedged Portfolio Layer
Carrying Amount
Hedge Accounting Basis Adjustment
Hedged Portfolio Layer
Debt securities AFS (1)
$
783,148
$
(14,471)
$
649,520
$
789,908
$
(4,673)
$
655,511
Loans and leases held for investment
5,408,116
(402)
1,650,000
1,017,379
1,893
150,000
(1) Carrying amount for AFS debt securities reflects amortized cost, which excludes the hedge accounting basis adjustment.
Derivatives Not Designated as Hedging Instruments
Customer derivative positions include swaps, caps, and collars between United and certain commercial loan customers with offsetting positions to dealers under a back-to-back program. In addition, United occasionally enters into credit risk participation agreements with counterparty banks to accept or transfer a portion of the credit risk related to interest rate swaps.
United also has three interest rate swap contracts that are not designated as hedging instruments but are economic hedges of market-linked brokered certificates of deposit. The market-linked brokered certificates of deposit contain embedded derivatives that are bifurcated from the host instruments and are marked to market through earnings. The fair value marks on the market-linked swaps and the bifurcated embedded derivatives tend to move in opposite directions and therefore provide an economic hedge.
In addition, United originates certain residential mortgage loans with the intention of selling these loans. Between the time United enters into an interest-rate lock commitment to originate a residential mortgage loan that is to be held for sale and the time the loan is funded and eventually sold, United is subject to the risk of variability in market prices. United enters into forward sale agreements to mitigate risk and to protect the expected gain on the eventual loan sale. The commitments to originate residential mortgage loans and forward loan sales commitments are freestanding derivative instruments. Fair value adjustments on these derivative instruments are recorded within mortgage loan gains and other related fee income in the consolidated statements of income.
24
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The table below presents the gains and losses recognized in income on derivatives not designated as hedging instruments for the periods indicated.
Location of Gain (Loss) Recognized in Income on Derivatives
Amount of Gain (Loss) Recognized in Income on Derivatives
Three Months Ended March 31,
(in thousands)
2024
2023
Customer derivatives and dealer offsets
Other noninterest income
$
(245)
$
367
Bifurcated embedded derivatives and dealer offsets
Other noninterest income
(192)
(533)
Mortgage banking derivatives
Mortgage loan revenue
901
1,227
Risk participations
Other noninterest income
2
(12)
$
466
$
1,049
Credit-Risk-Related Contingent Features
United manages its credit exposure on derivatives transactions by entering into a bilateral credit support agreement with each non-customer counterparty. The credit support agreements require collateralization of exposures beyond specified minimum threshold amounts. The details of these agreements, including the minimum thresholds, vary by counterparty.
United’s agreements with each of its derivative counterparties provide that if either party defaults on any of its indebtedness, then it could also be declared in default on its derivative obligations. The agreements with derivative counterparties also include provisions that if not met, could result in United being declared in default. United has agreements with certain of its derivative counterparties that provide that if United fails to maintain its status as a well-capitalized institution or is subject to a prompt corrective action directive, the counterparty could terminate the derivative positions and United would be required to settle its obligations under the agreements. Derivatives that are centrally cleared do not have credit-risk-related features that would require additional collateral if United’s credit rating were downgraded.
Note 8 – Goodwill and Other Intangible Assets
The carrying amount of goodwill and other intangible assets as of the dates indicated is summarized below.
(in thousands)
March 31, 2024
December 31, 2023
Core deposit intangible
$
100,694
$
104,174
Less: accumulated amortization
(40,704)
(40,495)
Net core deposit intangible
59,990
63,679
Customer relationship intangible
8,400
8,400
Less: accumulated amortization
(2,104)
(1,906)
Net customer relationship intangible
6,296
6,494
Total intangibles subject to amortization, net (1)
66,286
70,173
Goodwill
921,253
919,914
Total goodwill and other intangible assets, net
$
987,539
$
990,087
(1) As intangible assets become fully amortized, they are excluded from balances presented.
The following is a summary of changes in the carrying amounts of goodwill:
Three Months Ended March 31,
(in thousands)
2024
2023
Balance, beginning of period (1)
$
919,914
$
751,174
Acquisitions
—
145,544
Measurement period adjustment - First Miami (2)
1,339
—
Balance, end of period (1)
$
921,253
$
896,718
(1) Goodwill balances are shown net of accumulated impairment losses of $306 million incurred prior to 2023.
(2) See Note 4 for further details.
25
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The estimated aggregate amortization expense for future periods for finite-lived intangibles is as follows:
(in thousands)
Year
Remainder of 2024
$
10,960
2025
12,774
2026
10,896
2027
9,018
2028
7,236
Thereafter
15,402
Total
$
66,286
Note 9 – Assets and Liabilities Measured at Fair Value
Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering those assumptions, United uses a fair value hierarchy that distinguishes between assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions (unobservable inputs classified within Level 3 of the hierarchy). United has processes in place to review the significant valuation inputs and to reassess how the instruments are classified in the valuation framework.
Fair Value Hierarchy
Level 1 Valuation is based upon quoted prices (unadjusted) in active markets for identical assets or liabilities that United has the ability to access.
Level 2 Valuation is based upon quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.
Level 3 Valuation is generated from model-based techniques that use at least one significant assumption based on unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity.
In instances when the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
The following is a description of the valuation methodologies used for assets and liabilities recorded at fair value.
Investment Securities
AFS debt securities and equity securities with readily determinable fair values are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include MBS issued by GSEs, municipal bonds, corporate debt securities, asset-backed securities and supranational entity securities and are valued based on observable inputs that include: quoted market prices for similar assets, quoted market prices that are not in an active market, or other inputs that are observable in the market and can be corroborated by observable market data for substantially the full term of the securities. Securities classified as Level 3 include those traded in less liquid markets and are valued based on estimates obtained from broker-dealers that are not directly observable or models which incorporate unobservable inputs.
Deferred Compensation Plan Assets and Liabilities
Included in other assets in the consolidated balance sheet are assets purchased to provide returns mirroring those promised to participants in the employee deferred compensation plan. These assets are mutual funds classified as Level 1. Deferred compensation liabilities, also classified as Level 1, are carried at the fair value of the obligation to the participant, which mirrors the fair value of the invested assets and is included in other liabilities in the consolidated balance sheet. Deferred compensation plan liabilities are unsecured general obligations of United.
26
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Mortgage Loans Held for Sale
United has elected the fair value option for most of its newly originated mortgage loans held for sale in order to reduce certain timing differences and better match changes in fair values of the loans with changes in the value of derivative instruments used to economically hedge them. The fair value of mortgage loans held for sale is determined using quoted prices for a similar asset, adjusted for specific attributes of that loan, and are classified as Level 2.
Derivative Financial Instruments
United uses derivatives to manage interest rate risk. The valuation of these instruments is typically determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. United also uses best effort and mandatory delivery forward loan sale commitments to hedge risk in its mortgage lending business.
United incorporates CVAs as necessary to appropriately reflect the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, United has considered the effect of netting and any applicable credit enhancements, such as collateral postings, thresholds and guarantees.
Management has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy. However, the CVAs associated with these derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itself and its counterparties. Generally, management’s assessment of the significance of the CVAs has indicated that they are not a significant input to the overall valuation of the derivatives. In cases when management’s assessment indicates that the CVA is a significant input, the related derivative is disclosed as a Level 3 value. In other cases, derivatives are categorized as Level 3 when there is not an observable forward-rate curve available for the duration of the contract.
Other derivatives classified as Level 3 include structured derivatives for which broker quotes, used as a key valuation input, were not observable. Risk participation agreements are classified as Level 3 instruments due to the incorporation of significant Level 3 inputs used to evaluate the probability of funding and the likelihood of customer default. Interest rate lock commitments, which relate to mortgage loan commitments, are categorized as Level 3 instruments as the fair value of these instruments is based on unobservable inputs for commitments that United does not expect to fund.
Servicing Rights for Residential and SBA/USDA Loans
United recognizes servicing rights upon the sale of residential and SBA/USDA loans sold with servicing retained. Management has elected to carry these assets at fair value. Given the nature of these assets, the key valuation inputs are unobservable and management classifies these assets as Level 3.
27
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The table below presents United’s assets and liabilities measured at fair value on a recurring basis as of the dates indicated, aggregated by the level in the fair value hierarchy within which those measurements fall.
(in thousands)
March 31, 2024
Level 1
Level 2
Level 3
Total
Assets:
AFS debt securities:
U.S. Treasuries
$
398,780
$
—
$
—
$
398,780
U.S. Government agencies & GSEs
—
297,426
—
297,426
State and political subdivisions
—
163,263
—
163,263
Residential MBS
—
1,517,893
—
1,517,893
Commercial MBS
—
673,081
—
673,081
Corporate bonds
—
193,740
2,160
195,900
Asset-backed securities
—
147,056
—
147,056
Equity securities with readily determinable fair values
4,553
1,787
—
6,340
Mortgage loans held for sale
—
38,140
—
38,140
Deferred compensation plan assets
13,124
—
—
13,124
Servicing rights for SBA/USDA loans
—
—
5,507
5,507
Residential mortgage servicing rights
—
—
37,358
37,358
Derivative financial instruments
—
40,391
12,811
53,202
Total assets
$
416,457
$
3,072,777
$
57,836
$
3,547,070
Liabilities:
Deferred compensation plan liability
$
13,119
$
—
$
—
$
13,119
Derivative financial instruments
—
78,228
13,185
91,413
Total liabilities
$
13,119
$
78,228
$
13,185
$
104,532
(in thousands)
December 31, 2023
Level 1
Level 2
Level 3
Total
Assets:
AFS debt securities:
U.S. Treasuries
$
387,349
$
—
$
—
$
387,349
U.S. Government agencies & GSEs
—
267,500
—
267,500
State and political subdivisions
—
164,049
—
164,049
Residential MBS
—
1,507,598
—
1,507,598
Commercial MBS
—
641,654
—
641,654
Corporate bonds
—
199,017
2,205
201,222
Asset-backed securities
—
161,712
—
161,712
Equity securities with readily determinable fair values
5,767
1,628
—
7,395
Mortgage loans held for sale
—
33,008
—
33,008
Deferred compensation plan assets
12,791
—
—
12,791
Servicing rights for SBA/USDA loans
—
—
5,444
5,444
Residential mortgage servicing rights
—
—
35,897
35,897
Derivative financial instruments
—
39,710
10,642
50,352
Total assets
$
405,907
$
3,015,876
$
54,188
$
3,475,971
Liabilities:
Deferred compensation plan liability
$
12,838
$
—
$
—
$
12,838
Derivative financial instruments
—
73,639
11,172
84,811
Total liabilities
$
12,838
$
73,639
$
11,172
$
97,649
28
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table shows a reconciliation of the beginning and ending balances for the periods indicated for assets measured at fair value on a recurring basis using significant unobservable inputs that are classified as Level 3 values.
2024
2023
(in thousands)
Derivative Assets
Derivative Liabilities
SBA/USDA loan servicing rights
Residential mortgage servicing rights
Corporate Bonds
Derivative Assets
Derivative Liabilities
SBA/USDA loan servicing rights
Residential mortgage servicing rights
Corporate Bonds
Three Months Ended March 31,
Beginning balance
$
10,642
$
11,172
$
5,444
$
35,897
$
2,205
$
11,513
$
12,840
$
5,188
$
36,559
$
2,212
Business combinations
—
—
—
—
—
—
—
95
—
—
Additions
1,466
—
170
718
—
—
3
460
632
—
Transfers from Level 2
484
925
—
—
—
—
—
—
—
—
Sales and settlements
(923)
—
(241)
(760)
—
(11)
—
(220)
(452)
—
Fair value adjustments included in OCI
—
—
—
—
(45)
—
—
—
—
15
Fair value adjustments included in earnings
1,142
1,088
134
1,503
—
(154)
(1,648)
766
(658)
—
Ending balance
$
12,811
$
13,185
$
5,507
$
37,358
$
2,160
$
11,348
$
11,195
$
6,289
$
36,081
$
2,227
The following table presents quantitative information about significant Level 3 inputs for fair value on a recurring basis as of the dates indicated.
Level 3 Assets and Liabilities
Valuation Technique
Significant Unobservable Inputs
March 31, 2024
December 31, 2023
Range
Weighted Average
Range
Weighted Average
SBA/USDA loan servicing rights
Discounted cash flow
Discount rate
3.6% - 25.0%
12.7
%
8.4% - 25.0%
16.2
%
Prepayment rate
2.0 - 38.0
19.3
3.5 - 37.4
18.5
Residential mortgage servicing rights
Discounted cash flow
Discount rate
10.0 - 12.5
10.1
10.0 - 15.0
10.0
Prepayment rate
6.5 - 30.0
7.9
6.5 - 29.9
8.0
Corporate bonds
Discounted cash flow
Discount rate
6.6 - 7.2
7.0
6.1 - 6.7
6.5
Derivative assets - mortgage
Internal model
Pull through rate
64.0 - 100
90.5
60.0 - 100
90.5
Derivative assets and liabilities - other
Dealer priced
Dealer priced
N/A
N/A
N/A
N/A
Fair Value Option
United generally records mortgage loans held for sale at fair value under the fair value option. Interest income on these loans is calculated based on the note rate of the loan and is recorded in interest revenue. The following tables present the fair value and outstanding principal balance of loans accounted for under the fair value option, as well as the gain or loss recognized from the change in fair value for the periods indicated.
Mortgage Loans Held for Sale
(in thousands)
March 31, 2024
December 31, 2023
Outstanding principal balance
$
36,951
$
31,788
Fair value
38,140
33,008
Gain (Loss) from Change in Fair Value on Mortgage Loans Held for Sale
Location
Three Months Ended March 31,
(in thousands)
2024
2023
Mortgage loan gains and other related fees
$
(31)
$
231
Changes in fair value were mostly offset by hedging activities. An immaterial portion of these amounts was attributable to changes in instrument-specific credit risk.
29
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
United may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from the application of the lower of the amortized cost or fair value accounting or write-downs of individual assets due to impairment. The following table presents the fair value hierarchy and carrying value of assets that were still held as of March 31, 2024 and December 31, 2023, for which a nonrecurring fair value adjustment was recorded during the year-to-date periods presented.
(in thousands)
Level 1
Level 2
Level 3
Total
March 31, 2024
Loans held for investment
$
—
$
—
$
15,579
$
15,579
December 31, 2023
Loans held for investment
$
—
$
—
$
36,984
$
36,984
Loans held for investment that are reported above as being measured at fair value on a nonrecurring basis are generally impaired loans that have either been partially charged off or have specific reserves assigned to them. Nonaccrual loans that are collateral dependent are generally written down to net realizable value, which reflects fair value less the estimated costs to sell. Specific reserves that are established based on appraised value of collateral are considered nonrecurring fair value adjustments as well. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, United records the impaired loan as nonrecurring Level 3.
Assets and Liabilities Not Measured at Fair Value
For financial instruments that have quoted market prices, those quotes are used to determine fair value. Financial instruments that have no defined maturity, have a remaining maturity of 180 days or less, or reprice frequently to a market rate, are assumed to have a fair value that approximates reported book value, after taking into consideration any applicable credit risk. If no market quotes are available, financial instruments are valued by discounting the expected cash flows using an estimated current market interest rate for the financial instrument. For off-balance sheet derivative instruments, fair value is estimated as the amount that United would receive or pay to terminate the contracts at the reporting date, taking into account the current unrealized gains or losses on open contracts.
Cash and cash equivalents and repurchase agreements have short maturities and therefore the carrying value approximates fair value. Due to the short-term settlement of accrued interest receivable and payable, the carrying amount closely approximates fair value.
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect the premium or discount on any particular financial instrument that could result from the sale of United’s entire holdings. All estimates are inherently subjective in nature. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial instruments include the mortgage banking operation, brokerage network, deferred income taxes, premises and equipment and goodwill. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.
Off-balance sheet instruments (commitments to extend credit and standby letters of credit) for which draws can be reasonably predicted are generally short-term in maturity and are priced at variable rates. Therefore, the estimated fair values associated with these instruments are immaterial.
30
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The carrying amount and fair values as of the dates indicated for other financial instruments that are not measured at fair value on a recurring basis are as follows.
Fair Value Level
(in thousands)
Carrying Amount
Level 1
Level 2
Level 3
Total
March 31, 2024
Assets:
HTM debt securities
$
2,465,133
$
17,779
$
2,025,133
$
—
$
2,042,912
Loans and leases, net
18,163,910
—
—
17,622,063
17,622,063
Liabilities:
Deposits
23,332,009
—
23,320,033
—
23,320,033
Long-term debt
324,854
—
—
310,182
310,182
December 31, 2023
Assets:
HTM debt securities
$
2,490,848
$
17,950
$
2,077,670
$
—
$
2,095,620
Loans and leases, net
18,110,684
—
—
17,585,073
17,585,073
Liabilities:
Deposits
23,310,611
—
23,305,223
—
23,305,223
Long-term debt
324,823
—
—
310,060
310,060
Note 10 – Stock-Based Compensation
United has an equity compensation plan that allows for grants of various share-based compensation. The general terms of the plan include a vesting period (usually four years) with an exercise period not to exceed ten years. Certain options and restricted stock unit awards provide for accelerated vesting if there is a change in control (as defined in the plan document). As of March 31, 2024, the plan covered 2.13 million shares that could be issued pursuant to additional awards granted under the plan.
The table below presents restricted stock unit and option activity for the three months ended March 31, 2024.
Restricted Stock Unit Awards
Options
Shares
Weighted- Average Grant- Date Fair Value
Aggregate Intrinsic Value ($000)
Shares
Weighted- Average Exercise Price
Weighted- Average Remaining Contractual Term (Years)
Aggregate Intrinsic Value ($000)
Outstanding at December 31, 2023
929,367
$
28.85
406,737
$
21.19
Granted
171,905
28.42
—
—
Released / Exercised
(42,467)
30.67
$
1,175
(55,654)
20.32
$
375
Cancelled
(55,672)
27.55
(2,353)
26.05
Outstanding at March 31, 2024
1,003,133
28.80
26,402
348,730
21.29
5.0
1,755
Vested / Exercisable at March 31, 2024
—
—
348,730
21.29
5.0
1,755
No compensation expense relating to options was included in earnings for the three months ended March 31, 2024 and 2023.
Compensation expense for restricted stock units and performance stock units without market conditions is based on the market value of United’s common stock on the date of grant. Compensation expense for performance stock units with market conditions is based on the grant date per share fair value, which was estimated using the Monte Carlo Simulation valuation model. United recognizes the impact of forfeitures as they occur. The value of restricted stock unit and performance stock unit awards is amortized into expense over the service period.
31
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
For the three months ended March 31, 2024 and 2023, expense of $2.22 million and $2.36 million, respectively, was recognized related to restricted stock unit and performance stock unit awards granted to United employees, which was included in salaries and employee benefits expense. In addition, for the three months ended March 31, 2024 and 2023, $183,000 and $122,000, respectively, was recognized in other expense for restricted stock unit awards granted to members of United’s Board of Directors.
A deferred income tax benefit related to stock-based compensation expense of $614,000 and $634,000 was included in the determination of income tax expense for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, there was $22.3 million of unrecognized expense related to non-vested restricted stock unit and performance stock unit awards granted under the plan. That cost is expected to be recognized over a weighted-average period of 2.6 years.
Note 11 – Reclassifications Out of AOCI
The following table presents the details regarding amounts reclassified out of AOCI for the periods indicated. Amounts shown in parentheses reduce earnings.
(in thousands)
Details about AOCI Components
Three Months Ended March 31,
Affected Line Item in the Statement Where Net Income is Presented
2024
2023
Realized losses on AFS securities:
$
—
$
(1,644)
Securities losses, net
—
374
Income tax expense
$
—
$
(1,270)
Net of tax
Amortization of unrealized losses on HTM securities transferred from AFS:
$
(2,063)
$
(2,968)
Investment securities interest revenue
493
720
Income tax expense
$
(1,570)
$
(2,248)
Net of tax
Reclassifications related to derivative instruments accounted for as cash flow hedges:
Interest rate contracts
$
1,440
$
822
Long-term debt interest expense
(368)
(210)
Income tax expense
$
1,072
$
612
Net of tax
Amortization of defined benefit pension plan net periodic pension cost components:
Prior service cost
$
(44)
$
(61)
Salaries and employee benefits expense
11
16
Income tax expense
$
(33)
$
(45)
Net of tax
Total reclassifications for the period
$
(531)
$
(2,951)
Net of tax
32
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 12 – Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share for the periods indicated.
Three Months Ended March 31,
(in thousands, except per share data)
2024
2023
Net income
$
62,631
$
62,300
Dividends on preferred stock
(1,573)
(1,719)
Earnings allocated to participating securities
(345)
(339)
Net income available to common shareholders
$
60,713
$
60,242
Weighted average shares outstanding:
Basic
119,662
115,451
Effect of dilutive securities:
Stock options
81
233
Restricted stock units
—
31
Diluted
119,743
115,715
Net income per common share:
Basic
$
0.51
$
0.52
Diluted
$
0.51
$
0.52
At March 31, 2024, United excluded from the computation of earnings per share 984 potentially dilutive shares of common stock issuable upon exercise of stock options because of their antidilutive effect. At March 31, 2023, United had no potentially dilutive instruments outstanding that were not included in the computation.
Note 13 – Regulatory Matters
As of March 31, 2024, United and the Bank were categorized as well-capitalized under the regulatory requirements in effect at that time. To be categorized as well-capitalized, United and the Bank must have exceeded the well-capitalized guideline ratios in effect at the time, as set forth in the table below, and have met certain other requirements. Management believes that United and the Bank exceeded all well-capitalized requirements at March 31, 2024, and there have been no conditions or events since quarter-end that would change the status of well-capitalized.
Regulatory capital ratios at March 31, 2024 and December 31, 2023, along with the minimum amounts required for capital adequacy purposes and to be well-capitalized under regulatory requirements in effect at such times, are presented below for United and the Bank:
United Community Banks, Inc. (Consolidated)
United Community Bank
(dollars in thousands)
Minimum (1)
Well- Capitalized
March 31, 2024
December 31, 2023
March 31, 2024
December 31, 2023
Risk-based ratios:
CET1 capital
4.5
%
6.5
%
12.39
%
12.16
%
12.60
%
12.22
%
Tier 1 capital
6.0
8.0
12.83
12.60
12.60
12.22
Total capital
8.0
10.0
14.64
14.49
13.63
13.23
Leverage ratio
4.0
5.0
9.69
9.47
9.50
9.17
CET1 capital
$
2,468,825
$
2,432,518
$
2,502,765
$
2,435,962
Tier 1 capital
2,557,091
2,520,784
2,502,765
2,435,962
Total capital
2,917,664
2,898,474
2,707,793
2,638,009
Risk-weighted assets
19,933,869
20,007,236
19,861,459
19,933,429
Average total assets for the leverage ratio
26,400,773
26,621,561
26,351,912
26,563,946
(1) As of March 31, 2024 and December 31, 2023 the additional capital conservation buffer in effect was 2.50%
33
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 14 – Commitments and Contingencies
United is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The contract amounts of these instruments reflect the extent of involvement United has in particular classes of financial instruments. The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit written is represented by the contractual amount of these instruments. United uses the same credit policies in making commitments and conditional obligations as it uses for underwriting on-balance sheet instruments. In most cases, collateral or other security is required to support financial instruments with credit risk.
The following table summarizes the contractual amount of off-balance sheet instruments as of the dates indicated.
United, in the normal course of business, is subject to various pending and threatened lawsuits in which claims for monetary damages are asserted. Although it is not possible to predict the outcome of these lawsuits, or the range of any possible loss, management, after consultation with legal counsel, does not anticipate that the ultimate aggregate liability, if any, arising from these lawsuits will have a material adverse effect on United’s financial position or results of operations.
Tax Credit and Certain Equity Investments
United invests in certain LIHTC partnerships throughout its market area as a means of supporting local communities, as well as in entities that promote renewable energy sources. United receives tax credits related to these investments. For certain of the investments, United provides financing during the construction and development phase of the related projects and/or permanent financing upon completion of the project. United has concluded that these partnerships are VIEs of which it is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact the VIEs' financial performance and, therefore, is not required to consolidate these VIEs. United's maximum potential exposure to losses relative to investments in these VIEs is generally limited to the sum of the outstanding investment balance, any future funding commitments and the balance of any related loans to the entity. Loans to these entities are underwritten in substantially the same manner as other loans and are generally secured.
United also has investments in and future funding commitments related to fintech fund limited partnerships, other community development entities and certain other equity method investments. United has concluded that these partnerships are VIEs of which it is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact the VIEs' financial performance and, therefore, is not required to consolidate these VIEs. The risk exposure relating to such commitments is generally limited to the amount invested by United and any future funding commitments.
The following table summarizes, as of the dates indicated, tax credit and certain equity method investments:
(in thousands)
Balance Sheet Location
March 31, 2024
December 31, 2023
Investments in LIHTC:
Carrying amount
Other assets
$
57,728
$
48,867
Amount of future funding commitments included in carrying amount
Other liabilities
22,178
14,176
Lending exposure
Loans and leases held for investment
11,691
803
Renewable energy investments:
Carrying amount
Other assets
4,594
18,631
Amount of future funding commitments (1)
N/A
14,406
14,406
Fintech funds and certain other equity method investments:
Carrying amount
Other assets
34,401
33,720
Amount of future funding commitments not included in carrying amount
N/A
28,313
25,008
(1) Starting in 2024, United no longer records future funding commitments related to its renewable energy investments on the balance sheet. Prior to 2024, these commitments were included in other liabilities.
34
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table presents a summary of tax credits and amortization expense associated with the United’s tax credit investment activity. Activity related to renewable energy investments was not material to the financials for the period presented.
(dollars in thousands)
Income Statement Location
Three Months Ended March 31, 2024
Investments in LIHTC:
Income tax credits and other income tax benefits
Income tax expense
$
(1,996)
Amortization expense
Income tax expense
1,831
35
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion of our financial condition at March 31, 2024 and December 31, 2023 and our results of operations for the three months ended March 31, 2024 and 2023. The purpose of this discussion is to focus on information about our financial condition and results of operations which is not otherwise apparent from our consolidated financial statements and is intended to provide insight into our results of operations and financial condition. The following discussion and analysis should be read along with our consolidated financial statements and related notes included in Part I - Item 1 of this Report, “Cautionary Note Regarding Forward-Looking Statements” and the risk factors discussed in our 2023 10-K and the other reports we have filed with the SEC after we filed the 2023 10-K.
Unless the context otherwise requires, the terms “we,” “our,” “us” refer to United on a consolidated basis.
Overview
We offer a wide array of commercial and consumer banking services and investment advisory services through a 205 branch network throughout Georgia, South Carolina, North Carolina, Tennessee, Florida and Alabama. We have grown organically as well as through strategic acquisitions. At March 31, 2024, we had consolidated total assets of $27.4 billion and 3,071 full-time equivalent employees.
Results of Operations
We reported net income and diluted earnings per common share of $62.6 million and $0.51, respectively, for the first quarter of 2024. This compared to net income and diluted earnings per common share of $62.3 million and $0.52, respectively, for the same period in 2023.
Net interest revenue decreased to $199 million for the first quarter of 2024, compared to $211 million for the first quarter of 2023. The decrease was mostly driven by an increase in deposit interest expense that exceeded the increase in interest revenue from interest-earning assets. The combination of strong interest-bearing deposit growth, both organic and from the acquisition of First Miami, and higher rates paid on deposits contributed to an increase in deposit interest expense of $75.9 million. Interest revenue on interest-earning assets increased $57.2 million due to loan growth, including loans acquired from First Miami, and higher average interest rates earned on our loan and securities portfolios. In addition, decreased utilization of more costly wholesale borrowings also partially offset the increase in deposit interest expense. The net interest margin decreased to 3.20% for the three months ended March 31, 2024 from 3.61% for the same period in 2023 primarily due to the steeper increase in interest rates paid on deposits compared to the increase in interest rates earned on loans and securities.
We recorded a provision for credit losses of $12.9 million and $21.8 million for the first quarters of 2024 and 2023, respectively. Provision expense for the first quarter of 2023 included initial provisions for credit losses on non-PCD loans and unfunded commitments acquired from Progress of $10.4 million. We recognized higher net charge-offs for the first quarter of 2024 of $12.9 million compared to $7.08 million for the same period in 2023, which contributed to the increase in non-acquisition-related provision for credit losses for the first quarter of 2024.
Noninterest income of $39.6 million for the first quarter of 2024 was up $9.38 million, or 31%, from the first quarter of 2023, primarily driven by a $2.99 million increase in mortgage loan gains and related fees, a lease termination gain of $2.40 million recorded in other noninterest income, and death benefits on BOLI policies recognized during the period. The increase in mortgage gains and related fees was primarily due to a $1.50 million positive fair value adjustment on our mortgage servicing asset and higher gains on sales of mortgage loans.
For the first quarter of 2024, noninterest expenses of $145 million increased by $5.20 million compared to the same period of 2023. The increase was largely driven by a $6.29 million increase in salaries and employee benefits and an increase in FDIC assessment and other regulatory charges of $3.57 million. Salaries and benefits increased due to several factors, including the addition of First Miami employees, lower deferred origination costs and higher deferred compensation plan expense. During the first quarter of 2024, we recognized an additional $2.50 million in FDIC assessment expense to increase our accrual for our estimated share of the FDIC special assessment. These increases were partially offset by a $6.54 million decrease in merger-related and other charges due to lack of acquisition activity in the first quarter of 2024 compared to the first quarter of 2023 including the completion of the Progress acquisition.
Results for the first quarter of 2024 are discussed in further detail throughout the following sections of MD&A.
36
Critical Accounting Estimates
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Our accounting and reporting estimates are in accordance with GAAP and conform to general practices within the banking industry. Estimates that are susceptible to significant changes include accounting for the ACL and fair value measurements, both of which require significant judgments by management. Actual results could differ significantly from those estimates. Also, different assumptions in the application of these accounting estimates could result in material changes in our consolidated financial position or consolidated results of operations. Our critical accounting estimates are discussed in MD&A in our 2023 10-K.
Non-GAAP Reconciliation and Explanation
This Report contains financial information determined by methods other than in accordance with GAAP. Such non-GAAP financial information includes the following measures: “tangible book value per common share,” and “tangible common equity to tangible assets.” In addition, management presents non-GAAP operating performance measures, which exclude merger-related and other items that are not part of our ongoing business operations. Operating performance measures include “net income – operating,” “diluted income per common share – operating,” “return on common equity – operating,” “return on tangible common equity – operating,” “return on assets – operating” and “efficiency ratio – operating.” We have developed internal policies and procedures to accurately capture and account for merger-related and other charges and those charges are reviewed with the Audit Committee of our Board each quarter. We use these non-GAAP measures because we believe they provide useful supplemental information for evaluating our operations and performance over periods of time, as well as in managing and evaluating our business and in discussions about our operations and performance. We believe these non-GAAP measures may also provide users of our financial information with a meaningful measure for assessing our financial results and credit trends, as well as a comparison to financial results for prior periods. Nevertheless, non-GAAP measures have inherent limitations, are not required to be uniformly applied and are not audited. These non-GAAP measures should be viewed in addition to, and not as an alternative to or substitute for, measures determined in accordance with GAAP. In addition, because non-GAAP measures are not standardized, it may not be possible to compare our non-GAAP measures to similarly titled measures used by other companies. To the extent applicable, reconciliations of these non-GAAP measures to the most directly comparable measures as reported in accordance with GAAP are included in Table 1 of MD&A.
37
UNITED COMMUNITY BANKS, INC.
Table 1 - Financial Highlights
(in thousands, except per share data)
2024
2023
First Quarter
2024 - 2023 Change
First Quarter
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
INCOME SUMMARY
Interest revenue
$
336,728
$
338,698
$
323,147
$
295,775
$
279,487
Interest expense
137,579
135,245
120,591
95,489
68,017
Net interest revenue
199,149
203,453
202,556
200,286
211,470
(6)
%
Provision for credit losses
12,899
14,626
30,268
22,753
21,783
Noninterest income
39,587
(23,090)
31,977
36,387
30,209
31
Total revenue
225,837
165,737
204,265
213,920
219,896
3
Noninterest expenses
145,002
154,587
144,474
132,407
139,805
4
Income before income tax expense
80,835
11,150
59,791
81,513
80,091
1
Income tax expense
18,204
(2,940)
11,925
18,225
17,791
2
Net income
62,631
14,090
47,866
63,288
62,300
1
Non-operating items
2,187
67,450
9,168
3,645
8,631
Income tax benefit of non-operating items
(493)
(16,714)
(2,000)
(820)
(1,955)
Net income - operating (1)
$
64,325
$
64,826
$
55,034
$
66,113
$
68,976
(7)
PERFORMANCE MEASURES
Per common share:
Diluted net income - GAAP
$
0.51
$
0.11
$
0.39
$
0.53
$
0.52
(2)
Diluted net income - operating (1)
0.52
0.53
0.45
0.55
0.58
(10)
Cash dividends declared
0.23
0.23
0.23
0.23
0.23
—
Book value
26.83
26.52
25.87
25.98
25.76
4
Tangible book value (3)
18.71
18.39
17.70
17.83
17.59
6
Key performance ratios:
Return on common equity - GAAP (2)(4)
7.14
%
1.44
%
5.32
%
7.47
%
7.34
%
Return on common equity - operating (1)(2)(4)
7.34
7.27
6.14
7.82
8.15
Return on tangible common equity - operating (1)(2)(3)(4)
10.68
10.58
9.03
11.35
11.63
Return on assets - GAAP (4)
0.90
0.18
0.68
0.95
0.95
Return on assets - operating (1)(4)
0.93
0.92
0.79
1.00
1.06
Net interest margin (FTE) (4)
3.20
3.19
3.24
3.37
3.61
Efficiency ratio - GAAP
60.47
66.33
61.32
55.71
57.20
Efficiency ratio - operating (1)
59.15
59.57
57.43
54.17
53.67
Equity to total assets
12.06
11.95
11.85
11.89
11.90
Tangible common equity to tangible assets (3)
8.49
8.36
8.18
8.21
8.17
ASSET QUALITY
NPAs
$
107,230
$
92,877
$
90,883
$
103,737
$
73,403
46
ACL - loans
210,934
208,071
201,557
190,705
176,534
19
Net charge-offs
12,908
10,122
26,638
8,399
7,084
ACL - loans to loans
1.15
%
1.14
%
1.11
%
1.10
%
1.03
%
Net charge-offs to average loans (4)
0.28
0.22
0.59
0.20
0.17
NPAs to total assets
0.39
0.34
0.34
0.40
0.28
AT PERIOD END($ in millions)
Loans
$
18,375
$
18,319
$
18,203
$
17,395
$
17,125
7
Investment securities
5,859
5,822
5,701
5,914
5,915
(1)
Total assets
27,365
27,297
26,869
26,120
25,872
6
Deposits
23,332
23,311
22,858
22,252
22,005
6
Shareholders’ equity
3,300
3,262
3,184
3,106
3,078
7
Common shares outstanding (thousands)
119,137
119,010
118,976
115,266
115,152
3
(1 )Excludes non-operating items as detailed on Non-GAAP Performance Measures Reconciliation on next page.(2) Net income less preferred stock dividends, divided by average realized common equity, which excludes AOCI. (3) Excludes effect of acquisition related intangibles and associated amortization. (4) Annualized.
38
UNITED COMMUNITY BANKS, INC.
Table 1 (Continued) - Financial Highlights
Non-GAAP Performance Measures Reconciliation
(in thousands, except per share data)
2024
2023
First Quarter
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
Net income to operating income reconciliation
Net income (GAAP)
$
62,631
$
14,090
$
47,866
$
63,288
$
62,300
Bond portfolio restructuring loss
—
51,689
—
—
—
Gain on lease termination
(2,400)
—
—
—
—
FDIC special assessment
2,500
9,995
—
—
—
Merger-related and other charges
2,087
5,766
9,168
3,645
8,631
Income tax benefit of non-operating items
(493)
(16,714)
(2,000)
(820)
(1,955)
Net income - operating
$
64,325
$
64,826
$
55,034
$
66,113
$
68,976
Diluted income per common share reconciliation
Diluted income per common share (GAAP)
$
0.51
$
0.11
$
0.39
$
0.53
$
0.52
Bond portfolio restructuring loss
—
0.32
—
—
—
Gain on lease termination
(0.02)
—
—
—
—
FDIC special assessment
0.02
0.06
—
—
—
Merger-related and other charges
0.01
0.04
0.06
0.02
0.06
Diluted income per common share - operating
$
0.52
$
0.53
$
0.45
$
0.55
$
0.58
Book value per common share reconciliation
Book value per common share (GAAP)
$
26.83
$
26.52
$
25.87
$
25.98
$
25.76
Effect of goodwill and other intangibles
(8.12)
(8.13)
(8.17)
(8.15)
(8.17)
Tangible book value per common share
$
18.71
$
18.39
$
17.70
$
17.83
$
17.59
Return on tangible common equity reconciliation
Return on common equity (GAAP)
7.14
%
1.44
%
5.32
%
7.47
%
7.34
%
Bond portfolio restructuring loss
—
4.47
—
—
—
Gain on lease termination
(0.22)
—
—
—
—
FDIC special assessment
0.23
0.86
—
—
—
Merger-related and other charges
0.19
0.50
0.82
0.35
0.81
Return on common equity - operating
7.34
7.27
6.14
7.82
8.15
Effect of goodwill and other intangibles
3.34
3.31
2.89
3.53
3.48
Return on tangible common equity - operating
10.68
%
10.58
%
9.03
%
11.35
%
11.63
%
Return on assets reconciliation
Return on assets (GAAP)
0.90
%
0.18
%
0.68
%
0.95
%
0.95
%
Bond portfolio restructuring loss
—
0.57
—
—
—
Gain on lease termination
(0.03)
—
—
—
—
FDIC special assessment
0.03
0.11
—
—
—
Merger-related and other charges
0.03
0.06
0.11
0.05
0.11
Return on assets - operating
0.93
%
0.92
%
0.79
%
1.00
%
1.06
%
Efficiency ratio reconciliation
Efficiency ratio (GAAP)
60.47
%
66.33
%
61.32
%
55.71
%
57.20
%
Gain on lease termination
0.60
—
—
—
—
FDIC special assessment
(1.05)
(4.29)
—
—
—
Merger-related and other charges
(0.87)
(2.47)
(3.89)
(1.54)
(3.53)
Efficiency ratio - operating
59.15
%
59.57
%
57.43
%
54.17
%
53.67
%
Tangible common equity to tangible assets reconciliation
Equity to total assets (GAAP)
12.06
%
11.95
%
11.85
%
11.89
%
11.90
%
Effect of goodwill and other intangibles
(3.25)
(3.27)
(3.33)
(3.31)
(3.36)
Effect of preferred equity
(0.32)
(0.32)
(0.34)
(0.37)
(0.37)
Tangible common equity to tangible assets
8.49
%
8.36
%
8.18
%
8.21
%
8.17
%
39
Net Interest Revenue
Net interest revenue, which is the difference between the interest earned on assets and the interest paid on deposits and borrowed funds, is the single largest component of total revenue. Management seeks to optimize this revenue while balancing interest rate, credit and liquidity risks.
The banking industry generally uses two ratios to measure the relative profitability of net interest revenue. The net interest spread measures the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities. The interest rate spread eliminates the effect of noninterest-bearing deposits and shareholders’ equity and gives a direct perspective on the effect of market interest rate movements. The net interest margin is an indication of the profitability of a company’s balance sheet and is defined as net interest revenue as a percent of average total interest-earning assets, which includes the positive effect of funding a portion of interest-earning assets with noninterest-bearing deposits and shareholders’ equity.
The following discussion provides additional details on the daily average balances and net interest revenue for the periods presented. The tables that follow indicate the relationship between interest revenue and expense and the daily average amounts of assets and liabilities, which provides further insight into net interest spread and net interest margin for the periods indicated.
Net interest revenue for the first quarters of 2024 and 2023 was $199 million and $211 million, respectively. FTE net interest revenue for the first quarter of 2024 was $200 million, representing a decrease of $12.4 million, or 6%, from the same period in 2023. The net interest spreads for the first quarters of 2024 and 2023 were 2.16% and 2.87%, respectively. The net interest margins for the first quarters of 2024 and 2023 were 3.20% and 3.61%, respectively.
The decrease in FTE net interest revenue was primarily driven by average interest-bearing deposits, due to a combination of growth in our deposit base and an increase in the average rate paid on those deposits. The average daily balance of interest-bearing deposits increased $3.09 billion compared to the first quarter of 2023 and the average rate paid on those deposits increased 150 basis points, resulting in a $75.9 million increase in deposit interest expense. The growth in interest-bearing deposits is partially attributable to the addition of deposits acquired in the First Miami transaction, in addition to organic growth. We have continued to attract and retain deposits by remaining competitive with our interest rate offerings, which has increased our average rate paid on deposits. The growth in our deposit base has allowed us to reduce our utilization of more costly short-term borrowings and FHLB advances, as the average balances of these combined decreased $561 million compared to the first quarter of 2023 resulting in a reduction in interest expense on these types of borrowings of $6.26 million.
The increase in loan interest revenue of $47.4 million partially offsets the increase in interest expense paid on deposits. Growth in our average loans of $1.40 billion and an increase in the yield on the loan portfolio of 56 basis points drove the increase in loan interest revenue. Approximately $594 million of the increase in average loans was provided by the addition of the First Miami loan portfolio, while the remaining represented organic growth. The yield on the loan portfolio increased to 6.24% due to rising interest rates and $1.16 million in earnings from recent fair value hedges of loans, which were entered into during the fourth quarter of 2023 and the first quarter of 2024. Loan interest revenue for the first quarters of 2024 and 2023 included $4.65 million and $4.76 million, respectively, of discount accretion on loans received through business combinations. Additionally, despite a decrease in the average balance of securities, FTE interest revenue on securities increased $6.32 million compared to the same period of last year, driven by an increase in the average interest rate earned on securities of 41 basis points. The increase in yield is mostly attributable to rising interest rates, the bond portfolio restructuring we completed in the fourth quarter of 2023 and the earnings from the fair value hedges of certain AFS securities of $2.52 million, which we entered into during the second quarter of 2023.
The decrease in net interest margin and net interest spread for the first quarter of 2024 compared to the first quarter of 2023 was driven by a steeper increase in average rates paid on deposits compared to the increase in rates earned on loans and securities. In addition, strong interest-bearing deposit growth contributed to the increase in interest expense, decreasing our net interest revenue and contributing to net interest margin compression.
40
Table 2 - Average Consolidated Balance Sheets and Net Interest Analysis
For the Three Months Ended March 31,
(dollars in thousands, (FTE))
2024
2023
Average Balance
Interest
Average Rate
Average Balance
Interest
Average Rate
Assets:
Interest-earning assets:
Loans, net of unearned income (FTE) (1)(2)
$
18,299,739
$
283,960
6.24
%
$
16,897,372
$
236,530
5.68
%
Taxable securities (3)
5,828,391
44,715
3.07
6,059,323
37,876
2.50
Tax-exempt securities (FTE) (1)(3)
366,350
2,311
2.52
422,583
2,834
2.68
Federal funds sold and other interest-earning assets
674,594
6,805
4.06
472,325
3,352
2.88
Total interest-earning assets (FTE)
25,169,074
337,791
5.39
23,851,603
280,592
4.76
Noninterest-earning assets:
Allowance for credit losses
(212,996)
(167,584)
Cash and due from banks
221,203
271,210
Premises and equipment
386,021
329,135
Other assets (3)
1,618,315
1,484,936
Total assets
$
27,181,617
$
25,769,300
Liabilities and Shareholders' Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand
$
6,078,090
46,211
3.06
$
4,499,907
17,599
1.59
Money market
5,864,217
50,478
3.46
5,223,267
25,066
1.95
Savings
1,192,828
706
0.24
1,416,931
538
0.15
Time
3,596,486
35,944
4.02
2,348,588
12,313
2.13
Brokered time deposits
50,343
445
3.56
208,215
2,345
4.57
Total interest-bearing deposits
16,781,964
133,784
3.21
13,696,908
57,861
1.71
Federal funds purchased and other borrowings
13
—
—
107,955
1,148
4.31
Federal Home Loan Bank advances
4
—
—
453,056
5,112
4.58
Long-term debt
324,838
3,795
4.70
324,701
3,896
4.87
Total borrowed funds
324,855
3,795
4.70
885,712
10,156
4.65
Total interest-bearing liabilities
17,106,819
137,579
3.23
14,582,620
68,017
1.89
Noninterest-bearing liabilities:
Noninterest-bearing deposits
6,398,079
7,697,844
Other liabilities
390,451
357,367
Total liabilities
23,895,349
22,637,831
Shareholders' equity
3,286,268
3,131,469
Total liabilities and shareholders' equity
$
27,181,617
$
25,769,300
Net interest revenue (FTE)
$
200,212
$
212,575
Net interest-rate spread (FTE)
2.16
%
2.87
%
Net interest margin (FTE) (4)
3.20
%
3.61
%
(1)Interest revenue on tax-exempt securities and loans has been increased to reflect comparable interest on taxable securities and loans. The rate used was 26%, reflecting the statutory federal income tax rate and the federal tax adjusted state income tax rate.
(2)Included in the average balance of loans outstanding are loans on which the accrual of interest has been discontinued and loans that are held for sale.
(3)Unrealized losses on securities, including those related to the transfer from AFS to HTM, have been reclassified to other assets. Pretax unrealized losses of $322 million in 2024 and $419 million in 2023 are included in other assets for purposes of this presentation.
(4)Net interest margin is taxable equivalent net interest revenue divided by average interest-earning assets.
41
The following table shows the relative effect on net interest revenue for changes in the average outstanding amounts (volume) of interest-earning assets and interest-bearing liabilities and the rates earned and paid on such assets and liabilities (rate). Variances resulting from a combination of changes in rate and volume are allocated in proportion to the absolute dollar amounts of the change in each category.
Table 3 - Change in Interest Revenue and Expense on a Taxable Equivalent Basis
(in thousands)
Three Months Ended March 31, 2024
Compared to 2023 Increase (Decrease) Due to Changes in
Volume
Rate
Total
Interest-earning assets:
Loans (FTE)
$
20,554
$
26,876
$
47,430
Taxable securities
(1,491)
8,330
6,839
Tax-exempt securities (FTE)
(362)
(161)
(523)
Federal funds sold and other interest-earning assets
1,765
1,688
3,453
Total interest-earning assets (FTE)
20,466
36,733
57,199
Interest-bearing liabilities:
NOW and interest-bearing demand accounts
7,751
20,861
28,612
Money market accounts
3,403
22,009
25,412
Savings deposits
(96)
264
168
Time deposits
8,734
14,897
23,631
Brokered time deposits
(1,480)
(420)
(1,900)
Total interest-bearing deposits
18,312
57,611
75,923
Federal funds purchased & other borrowings
(1,148)
—
(1,148)
FHLB advances
(5,112)
—
(5,112)
Long-term debt
2
(103)
(101)
Total borrowed funds
(6,258)
(103)
(6,361)
Total interest-bearing liabilities
12,054
57,508
69,562
Change in net interest revenue (FTE)
$
8,412
$
(20,775)
$
(12,363)
Provision for Credit Losses
The ACL represents management’s estimate of life of loan credit losses in the loan portfolio and unfunded loan commitments. Management’s estimate of credit losses under CECL is determined using a model that relies on reasonable and supportable forecasts and historical loss information to determine the balance of the ACL and resulting provision for credit losses. The provision for credit losses recorded in each period was the amount determined by management such that the total ACL reflected the appropriate balance of expected life of loan losses.
We recorded a provision for credit losses of $12.9 million for the three months ended March 31, 2024, compared to $21.8 million for the same period of 2023. The provision recorded for the first quarter of 2023 included the initial provision for credit losses on Progress non-PCD loans and unfunded commitments of $10.4 million. Excluding the provision for credit losses for the initial non-PCD ACL for Progress recorded in the first quarter of 2023, provision expense for the first quarter of 2024 increased $1.56 million compared to the same period of 2023. The increase was driven by an increase in net charge-offs of $5.82 million, partially offset by slower loan growth and a decline in unfunded commitments during the quarter. See Table 11 in MD&A for further detail on net charge-offs.
Additional discussion on credit quality and the ACL is included in the “Asset Quality and Risk Elements” section of MD&A in this Report.
42
Noninterest Income
The following table presents the components of noninterest income for the periods indicated.
Table 4 - Noninterest Income
(in thousands)
Three Months Ended March 31,
Change
2024
2023
Amount
Percent
Service charges and fees:
Overdraft fees
$
3,000
$
2,492
$
508
20
%
ATM and debit card fees
3,505
3,775
(270)
(7)
Other service charges and fees
2,759
2,432
327
13
Total service charges and fees
9,264
8,699
565
6
Mortgage loan gains and related fees
7,511
4,521
2,990
66
Wealth management fees
6,313
5,724
589
10
Gains on sales of other loans
1,537
1,916
(379)
(20)
Lending and loan servicing fees
4,210
4,016
194
5
Securities losses, net
—
(1,644)
1,644
Other noninterest income:
Customer derivative fees
239
355
(116)
(33)
Other investment gains
1,103
1,064
39
BOLI
2,895
1,615
1,280
79
Treasury management income
1,497
1,104
393
36
Other
5,018
2,839
2,179
77
Total other noninterest income
10,752
6,977
3,775
54
Total noninterest income
$
39,587
$
30,209
$
9,378
31
Mortgage loan gains and related fees consist primarily of fees earned on mortgage originations, gains on the sale of mortgages in the secondary market, mortgage derivative hedging gains and losses and fair value adjustments to our mortgage servicing asset. The change in mortgage income is strongly tied to the interest rate environment and industry conditions. We recognize the majority of fees on mortgages when customers enter into mortgage rate lock commitments, making our mortgage rate lock volume a significant driver of mortgage gains in any given period.
The increase in mortgage loan gains and related fees was primarily a result of higher gains on mortgage sales and positive fair value adjustments to our mortgage servicing asset. The increase in gains on sales was a result of our decision to sell more of our mortgage loan production compared to the same period of 2023, designating approximately 67% of mortgage production held for sale compared to 41% during the first quarter of 2023. In addition, during the first quarter of 2024, we recorded a $1.50 million positive fair value adjustment to the mortgage servicing rights asset, compared to an $1.10 million negative fair value adjustment during the first quarter of 2023. These increases were partially offset by a decrease in mortgage rate lock volume as shown in the table below.
43
Table 5 - Mortgage Loan Metrics
(dollars in thousands)
Three Months Ended March 31,
2024
2023
% Change
Mortgage rate locks
$
259,577
$
334,697
(22)
%
# of mortgage rate locks
791
923
(14)
Mortgage loans sold
$
125,939
$
79,279
59
# of mortgage loans sold
405
295
37
Mortgage loans originated:
Purchases
$
148,225
$
192,693
(23)
Refinances
22,760
31,852
(29)
Total
$
170,985
$
224,545
(24)
# of mortgage loans originated
504
617
(18)
The increase in wealth management fees is mostly attributable to the addition of First Miami’s assets under management. Our total assets under management and advisement as of March 31, 2024 totaled $5.39 billion.
Our SBA/USDA lending strategy includes selling a portion of the loan production each quarter. The amount of loans sold depends on several variables including the current lending environment, balance sheet management activities and market pricing. From time to time, we also sell certain equipment financing receivables. The following table presents loans sold and the corresponding gains recognized on the sales for the periods indicated.
Table 6 - Other Loan Sales
(in thousands)
Three Months Ended March 31,
2024
2023
Loans Sold
Gain
Loans Sold
Gain
Guaranteed portion of SBA/USDA loans
$
9,388
$
641
$
21,770
$
1,523
Equipment financing receivables
28,323
896
18,703
393
Total
$
37,711
$
1,537
$
40,473
$
1,916
Significant changes in other noninterest income include:
•The increase in BOLI income is primarily a result of death benefits realized during the first quarter of 2024.
•Other noninterest income increased mostly due to a lease termination gain of $2.40 million as result of our exiting one of our corporate offices.
44
Noninterest Expenses
The following table presents the components of noninterest expenses for the periods indicated.
Table 7 - Noninterest Expenses
(in thousands)
Three Months Ended March 31,
Change
2024
2023
Amount
Percent
Salaries and employee benefits
$
84,985
$
78,698
$
6,287
8
%
Communications and equipment
11,920
10,008
1,912
19
Occupancy
11,099
9,889
1,210
12
Advertising and public relations
1,901
2,349
(448)
(19)
Postage, printing and supplies
2,648
2,537
111
4
Professional fees
5,988
6,072
(84)
(1)
Lending and loan servicing expense
1,827
2,319
(492)
(21)
Outside services - electronic banking
2,918
3,425
(507)
(15)
FDIC assessments and other regulatory charges
7,566
4,001
3,565
89
Amortization of intangibles
3,887
3,528
359
10
Merger-related and other charges
2,087
8,631
(6,544)
(76)
Other
8,176
8,348
(172)
(2)
Total noninterest expenses
$
145,002
$
139,805
$
5,197
4
The increase in salaries and employee benefits for the first quarter of 2024 compared to the same period of 2023 was driven by several factors, including the inclusion of First Miami employees, higher deferred compensation plan expense, an increase in bonus expense and lower deferred origination costs partly driven by lower mortgage production. In addition, merit increases, which included annual increases that went into effect for all employees on April 1, 2023 also contributed to the rise in salaries and employee benefits expense. These increases were offset by decreases in commissions and incentive pay. Full time equivalent headcount totaled 3,071 at March 31, 2024, up from 3,052 at March 31, 2023.
Communications and equipment expense increased primarily driven by incremental software contract costs and the growth in our network with the addition of recent acquisitions.
Approximately half of the increase in occupancy costs for the first quarter of 2024 compared to the same period of 2023 was attributable to the additional branches acquired in the First Miami transaction. The remaining increase was attributable to higher repairs and maintenance costs and depreciation expense.
During the first quarter of 2024, upon receipt of notification from the FDIC of an upward adjustment to the original special assessment, we recorded an additional $2.50 million in expense related to our estimate of the FDIC special assessment. The special assessment was implemented in the fourth quarter of 2023 as part of the FDIC’s efforts to recover losses resulting from the bank failures that occurred in early 2023.
Merger-related and other charges for the first quarter of 2024 primarily consisted of costs associated with our rebranding, branch closure costs, and expenses related to the First Miami acquisition. Merger-related and other charges for the first quarter of 2023 were primarily related to the acquisition of Progress.
Balance Sheet Review
Total assets at March 31, 2024 and December 31, 2023 were $27.4 billion and $27.3 billion, respectively. Total liabilities at March 31, 2024 and December 31, 2023 were $24.1 billion and $24.0 billion, respectively. Shareholders’ equity totaled $3.30 billion and $3.26 billion at March 31, 2024 and December 31, 2023, respectively.
45
Loans
Our loan portfolio is our largest category of interest-earning assets. The following table presents a summary of the loan portfolio by loan type as of March 31, 2024, of which approximately 76% was secured by real estate. During 2023, we ceased originating new manufactured housing loans.
Table 8 - Loan Portfolio Composition
As of March 31, 2024
Table 9 - CRE - Income Producing Portfolio Composition
As of March 31, 2024
Our office income producing CRE portfolio totaled $757 million as of March 31, 2024. The average loan within this category was $1.30 million and the largest loan was $12.3 million. Senior care loans, which we no longer originate, totaled $335 million at March 31, 2024.
46
Asset Quality and Risk Elements
We manage asset quality and control credit risk through review and oversight of the loan portfolio as well as adherence to policies designed to promote sound underwriting and loan monitoring practices. Our credit risk management function is responsible for monitoring asset quality and Board approved portfolio concentration limits, establishing credit policies and procedures and enforcing the consistent application of these policies and procedures.
We conduct reviews of special mention and substandard performing and non-performing loans, past due loans and portfolio concentrations on a regular basis to identify risk migration and potential charges to the ACL. These items are discussed in a series of meetings attended by credit risk management leadership and leadership from various lending groups. In addition to the reviews mentioned above, an independent loan review team reviews the portfolio to ensure consistent application of risk rating policies and procedures.
The ACL reflects our assessment of the life of loan expected credit losses in the loan portfolio and unfunded loan commitments. This assessment involves uncertainty and judgment and is subject to change in future periods. The amount of any changes could be significant if our assessment of loan quality or collateral values changes substantially with respect to one or more loan relationships or portfolios. The allocation of the ACL is based on reasonable and supportable forecasts, historical data, subjective judgment and estimates and therefore, is not necessarily indicative of the specific amounts or loan categories in which charge-offs may ultimately occur. See the Critical Accounting Estimates section of MD&A in our 2023 10-K for additional information on the ACL.
The total ACL for loans at March 31, 2024 was relatively unchanged compared to December 31, 2023 mostly driven by slower loan growth in the first quarter of 2024. Within the loan portfolio, however, there were increases in the ACL for equipment financing and manufactured housing loans, partially offset by a decrease in the ACL for owner occupied CRE loans. The increase in the ACL for manufactured housing resulted from an increase in the loss-given-default model assumption for this portfolio driven by recent history, while the increase in the ACL for equipment finance loan was driven mostly by loan growth. The decrease in the ACL for owner occupied CRE loans is attributable to a CECL model overlay applied to this portfolio to adjust the expected default rate based on expectations of future performance. Our ACL for unfunded commitments decreased mostly due to a decrease in our construction commitments.
Table 10 - Allocation of ACL
(in thousands)
March 31, 2024
December 31, 2023
ACL
% of loans in each category to total loans
ACL
% of loans in each category to total loans
Owner occupied CRE
$
19,658
18
$
23,542
18
Income producing CRE
46,798
23
47,755
23
Commercial & industrial
31,858
13
30,890
13
Commercial construction
20,023
11
21,741
10
Equipment financing
39,982
8
33,383
9
Total commercial
158,319
73
157,311
73
Residential mortgage
28,636
18
28,219
17
Home equity
9,715
5
9,647
5
Residential construction
1,529
1
1,833
2
Manufactured housing
12,044
2
10,339
2
Consumer
691
1
722
1
Total ACL - loans
210,934
100
208,071
100
ACL - unfunded commitments
13,185
16,057
Total ACL
$
224,119
$
224,128
ACL - loans as a percentage of total loans
1.15
%
1.14
%
ACL - loans as a percentage of nonaccrual loans
201
227
47
The following table presents a summary of net charge-offs to average loans for the periods indicated.
Table 11 - Net Charge-offs to Average Loans
(in thousands)
Three Months Ended March 31,
2024
2023
Net charge-offs (recoveries)
Owner occupied CRE
$
202
$
90
Income producing CRE
205
2,306
Commercial & industrial
3,906
225
Commercial construction
20
(37)
Equipment financing
6,362
3,375
Residential mortgage
(16)
(87)
Home equity
(54)
33
Residential construction
119
(15)
Manufactured housing
1,569
628
Consumer
595
566
Total net charge-offs
$
12,908
$
7,084
Average loans
Owner occupied CRE
$
3,278,673
$
3,058,802
Income producing CRE
4,224,227
3,577,883
Commercial & industrial
2,401,573
2,443,581
Commercial construction
1,892,917
1,771,940
Equipment financing
1,539,483
1,468,538
Residential mortgage
3,211,015
2,660,345
Home equity
961,520
926,806
Residential construction
278,745
486,686
Manufactured housing
331,442
334,754
Consumer
180,144
168,037
Total average loans
$
18,299,739
$
16,897,372
Net charge-offs to average loans (1)
Owner occupied CRE
0.02
%
0.01
%
Income producing CRE
0.02
0.26
Commercial & industrial
0.65
0.04
Commercial construction
—
(0.01)
Equipment financing
1.66
0.93
Residential mortgage
—
(0.01)
Home equity
(0.02)
0.01
Residential construction
0.17
(0.01)
Manufactured housing
1.90
0.76
Consumer
1.33
1.37
Total
0.28
0.17
(1) Annualized.
The increase in net charge-offs for the first quarter of 2024 compared to the same period of 2023 was primarily driven by increases in charge-offs in the equipment finance, commercial and industrial and manufactured housing portfolios. During the first quarter of 2024, we continued to have elevated equipment finance charge-offs related to loans to borrowers in the long-haul trucking industry. The long-haul trucking equipment segment comprising a small portion of the portfolio is deemed not representative of the entire equipment financing portfolio. The increase in net commercial and industrial loans was primarily driven by a small population of larger charge-offs. Manufactured housing loans are higher risk and higher yielding loans, that are more sensitive to economic conditions such as inflation and rising interest rates, which contributed to the increase in charge-offs compared to the same period last year.
48
Nonperforming Assets
The table below summarizes NPAs for the periods indicated. NPAs include nonaccrual loans, OREO and repossessed assets. The increase in nonaccrual loans since December 31, 2023 was primarily driven by loans that moved to nonaccrual status during the quarter mostly in the commercial and industrial, equipment financing and manufactured housing loan portfolios. These additions contributed $8.17 million, $7.16 million and $6.82 million of the increase, respectively. These additions were partially offset by reductions in nonaccrual loans resulting from repayments, payoffs, and charge-offs as well as loans returning to accrual status.
Table 12 - NPAs
(in thousands)
March 31, 2024
December 31, 2023
Nonaccrual loans
104,969
91,687
OREO and repossessed assets
2,261
1,190
Total NPAs
$
107,230
$
92,877
Nonaccrual loans as a percentage of total loans
0.57
%
0.50
%
NPAs as a percentage of total assets
0.39
0.34
A loan is placed on nonaccrual status when, in the opinion of management, the full principal and interest on a loan is not likely to be collected, or when the loan becomes 90 days past due. A loan may continue on accrual after 90 days with senior management approval if it is well collateralized and in the process of collection. When a loan is placed on nonaccrual status, interest previously accrued but not collected is reversed against current interest revenue. Interest payments received on nonaccrual loans are applied to reduce the loan’s amortized cost. Loans are generally returned to accrual status when all the principal and interest amounts contractually due are brought current, there is a sustained period of repayment performance and future payments are reasonably assured.
Generally, we do not commit to lend additional funds to customers whose loans are on nonaccrual status, although in certain isolated cases, we execute forbearance agreements whereby we agree to continue to fund construction loans to completion or other lines of credit as long as the borrower meets the conditions of the forbearance agreement. We may also fund other amounts necessary to protect collateral such as amounts to pay past due property taxes and insurance coverage.
49
Investment Securities
The composition of the investment securities portfolio reflects our investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of revenue. The investment securities portfolio also provides a balance to interest rate risk and credit risk in other categories of the balance sheet while providing a vehicle for the investment of available funds, furnishing liquidity, and supplying securities to pledge as required collateral for certain deposits and borrowings. The table below summarizes the carrying value of our securities portfolio and other relevant portfolio metrics including weighted-average life and effective duration as of the dates presented. Effective duration represents the expected change in the price of a security when rates change by 100 basis points.
Table 13 - Investment Securities
As of March 31, 2024
(in thousands)
March 31, 2024
December 31, 2023
Carrying Value
% of portfolio
Carrying Value
% of portfolio
$ Change
AFS
$
3,393,399
58
%
$
3,331,084
57
%
$
62,315
HTM
2,465,133
42
%
2,490,848
43
%
(25,715)
Total investment securities
$
5,858,532
$
5,821,932
$
36,600
Investment securities as a % of total assets
21
%
21
%
Weighted average life
6.2 years
6.2 years
Swap adjusted effective duration
4.1
%
4.0
%
Effective duration
4.5
%
4.4
%
In 2023, we entered into fair value hedges on a portion of our AFS securities portfolio in order to mitigate the impact of any potential future unrealized losses on our tangible common equity. Gains and losses related to the hedge and hedged item are reflected in investment securities interest income. The changes in the fair value of the hedge and the hedged item substantially offset each other. See Note 7 to the financial statements for further detail.
At March 31, 2024, HTM debt securities had a fair value of $2.04 billion, indicating net unrealized losses of $422 million. Additional unrealized losses on HTM debt securities of $66.1 million (pre-tax) were included in AOCI as a result of the transfer of AFS debt securities to HTM in 2022. Unrealized losses were primarily attributable to changes in interest rates.
In accordance with CECL, our HTM debt securities portfolio is evaluated quarterly to assess whether an ACL is required. We measure expected credit losses on HTM debt securities on a collective basis by major security type. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. For U.S. Treasury and Government Agency securities, we include a zero loss assumption. At March 31, 2024 and December 31, 2023, calculated credit losses on HTM debt securities were deemed de minimis due to the high credit quality of the portfolio, which included securities issued or guaranteed by U.S. Government agencies, GSEs, high credit quality municipalities and supranational entities. As a result, no ACL for HTM debt securities was recorded.
For AFS debt securities in an unrealized loss position, if we intend to sell, or if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis, the security's amortized cost basis is written down to fair value through income. Absent circumstances when an AFS security would be sold, we evaluate whether the decline in fair value has resulted from credit losses or other factors. The evaluation considers factors such as the extent to which fair value is less than amortized cost, changes to the security’s rating, and adverse conditions specific to the security. If the evaluation indicates a credit loss exists, an ACL may be recorded, with such allowance limited to the amount by which fair value is below amortized cost. Any impairment unrelated to credit factors is recognized in OCI. At March 31, 2024 and December 31, 2023, there was no ACL related to the AFS debt securities portfolio. Unrealized losses at March 31, 2024 and December 31, 2023 primarily reflected the effect of changes in interest rates.
Goodwill and Other Intangible Assets
Goodwill represents the premium paid for acquired companies above the net fair value of the assets acquired and liabilities assumed, including separately identifiable intangible assets. Management evaluates goodwill annually, or more frequently if necessary, to determine if any impairment exists. During the first quarter of 2024, we recorded a measurement period adjustment to the acquisition date fair values of other assets and other liabilities recorded for First Miami. The adjustment related to the lack of realizability of certain tax credits, which resulted in a net increase in goodwill of $1.34 million. See Note 4 to the financial statements for further detail. At March 31, 2024 and December 31, 2023, the net carrying amount of goodwill was $921 million and $920 million, respectively.
51
We also have core deposit and customer relationship intangible assets, representing the value of acquired deposit and customer relationships, respectively, which are amortizing intangible assets. Amortizing intangible assets are required to be tested for impairment only when events or circumstances indicate that impairment may exist.
Deposits
Customer deposits are the primary source of funds for the continued growth of our earning assets. We believe our high level of service, as evidenced by our strong customer satisfaction scores, has been instrumental in attracting and retaining customer deposit accounts. Since December 31, 2023, money market deposit balances increased with offsetting decreases in other customer deposit types. This was driven by higher demand for money market accounts, which are more liquid than time deposits and offer a higher interest rate than demand and savings accounts. As of March 31, 2024, we had approximately $9.00 billion of uninsured deposits, of which $2.88 billion was collateralized by investment securities.
Table 15 - Deposits
(in thousands)
March 31, 2024
December 31, 2023
Noninterest-bearing demand
$
6,409,659
$
6,534,307
NOW and interest-bearing demand
6,054,940
6,155,193
Money market and savings
7,097,312
6,808,394
Time
3,595,236
3,649,498
Total customer deposits
23,157,147
23,147,392
Brokered deposits
174,862
163,219
Total deposits
$
23,332,009
$
23,310,611
Borrowing Activities
At both March 31, 2024 and December 31, 2023, we had long-term debt outstanding of $325 million, which includes senior debentures, subordinated debentures, and trust preferred securities. At March 31, 2024 and December 31, 2023 there were no short-term borrowings or FHLB advances outstanding. The need to utilize wholesale funding sources has decreased as our deposit and cash balances have substantially provided for our liquidity needs.
Contractual Obligations
There have not been any material changes to our contractual obligations since December 31, 2023.
Off-Balance Sheet Arrangements
We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of customers. These financial instruments include commitments to extend credit, letters of credit and financial guarantees.
A commitment to extend credit is an agreement to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Letters of credit and financial guarantees are conditional commitments issued to guarantee a customer’s performance to a third party and have essentially the same credit risk as extending loan facilities to customers. Those commitments are primarily issued to local businesses.
The exposure to credit loss in the event of nonperformance by the other party to the commitments to extend credit, letters of credit and financial guarantees is represented by the contractual amount of these instruments. We use the same credit underwriting procedures for making commitments, letters of credit and financial guarantees, as we use for underwriting on-balance sheet instruments. Management evaluates each customer’s creditworthiness on a case-by-case basis and the amount of the collateral, if deemed necessary, is based on the credit evaluation. Collateral held varies, but may include unimproved and improved real estate, certificates of deposit, personal property or other acceptable collateral.
All of these instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The total amount of these instruments does not necessarily represent future cash requirements because a significant portion of these instruments expire without being used. We are not involved in off-balance sheet contractual relationships, other than those disclosed in
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this Report, that could result in liquidity needs or other commitments, or that could significantly affect earnings. See Note 23 to the consolidated financial statements included in our 2023 10-K and Note 14 to the consolidated financial statements in this Report for additional information on off-balance sheet arrangements.
Interest Rate Sensitivity Management
The absolute level and volatility of interest rates can have a significant effect on profitability. The objective of interest rate risk management is to identify and manage the sensitivity of net interest revenue to changing interest rates, consistent with our overall financial goals. Based on economic conditions, asset quality and various other considerations, management establishes tolerance ranges for interest rate sensitivity and manages within these ranges.
Net interest revenue and the fair value of financial instruments are influenced by changes in the level of interest rates. We limit our exposure to fluctuations in interest rates through policies established by our ALCO and approved by the Board. The ALCO meets periodically and has responsibility for formulating and recommending asset/liability management policies to the Board, formulating and implementing strategies to improve balance sheet positioning and/or earnings, and reviewing interest rate sensitivity.
One of the tools management uses to estimate and manage the sensitivity of net interest revenue to changes in interest rates is an asset/liability simulation model. Resulting estimates are based upon multiple assumptions for each scenario, including loan and deposit re-pricing characteristics and the rate of prepayments. The ALCO periodically reviews the assumptions for reasonableness based on historical data and future expectations; however, actual net interest revenue may differ from model results. The primary objective of the simulation model is to measure the potential change in net interest revenue over time using multiple interest rate scenarios. The base scenario assumes rates remain flat and is the scenario to which all others are compared, in order to measure the change in net interest revenue. Policy limits are based on immediate rate shock scenarios, as well as gradually rising and falling rate scenarios, which are all compared to the base scenario. Our assumptions include floors such that market rates and discount rates do not go below zero. Other scenarios analyzed may include delayed rate shocks, yield curve steepening or flattening, or other variations in rate movements. While the primary policy scenarios focus on a 12-month time frame, longer time horizons are also modeled.
Our policy is based on the 12-month impact on net interest revenue of interest rate shocks and ramps that increase from 100 to 400 basis points or decrease 100 to 200 basis points from the base scenario. In the shock scenarios, rates immediately change the full amount at the scenario onset. In the ramp scenarios, rates change by 25 basis points per month. Our policy limits the projected change in net interest revenue over the first 12 months to an 8% decrease for each 100 basis point change in the increasing and decreasing rate ramp and shock scenarios. The following table presents our interest sensitivity position at the dates indicated.
Table 16 - Interest Sensitivity
(in thousands)
Increase (Decrease) in Net Interest Revenue from Base Scenario at
March 31, 2024
December 31, 2023
Change in Rates
Shock
Ramp
Shock
Ramp
200 basis point increase
2.73
%
1.32
%
(0.88)
%
(1.70)
%
100 basis point increase
1.42
0.79
(0.38)
(0.88)
100 basis point decrease
(2.35)
(1.48)
(0.60)
0.14
200 basis point decrease
(6.32)
(2.56)
(2.89)
0.10
The recent environment has been marked by the most rapid rate increases in decades, which, in part, has made non-bank products, such as U.S. Treasuries and money market funds, more attractive to our deposit customers. For this and other reasons such as the Federal Reserve’s quantitative tightening and the aftermath of COVID stimulus, the banking industry’s deposit base has been shrinking since the first half of 2022. This industry-wide outflow of deposits has increased price competition for bank deposits. As such, industry deposit betas, including ours, have been increasing at a faster pace relative to the last rising rate cycle. Deposit beta is a measure of the change in a bank’s average rate paid on deposits to the change in the federal funds rate. Our cumulative total deposit beta for the current rising rate cycle increased to 43% in the first quarter of 2024. Our cumulative total deposit beta in the last upward rate cycle from November 2015 to July 2019 was 22%.
Our interest sensitivity model includes significant key assumptions which may change over time. The scenario results presented in the table above assume parallel movements in the yield curve, which may differ from actual future curve behavior. Although our model generally assumes no change in deposit portfolio size or composition, we have included an assumption for the runoff of surge deposits since 2021. In the second quarter of 2023, in response to the rapid rate increases mentioned above, we increased the beta assumption
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in our model. As of March 31, 2024, the modeled total deposit beta, which is measured as the change in our overall deposit rate as a percentage of the change in the targeted Federal Funds rate, was 44% in an up scenario and 39% in a down scenario. A higher total deposit beta is generally unfavorable in a rising rate environment and favorable if rates are falling.
Liquidity Management
Liquidity is defined as the ability to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the ability to meet the daily cash flow requirements of customers, both depositors and borrowers. The primary objective is to ensure that sufficient funding is available, at a reasonable cost, to meet ongoing operational cash needs and to take advantage of revenue producing opportunities as they arise. While the desired level of liquidity will vary depending upon a variety of factors, our primary goal is to maintain a sufficient level of liquidity in all expected economic environments. To assist in determining the adequacy of our liquidity, we perform a variety of liquidity stress tests. We maintain an unencumbered liquid asset reserve to help ensure our ability to meet our obligations under normal conditions for at least a 12-month period and under severely adverse liquidity conditions for a minimum of 30 days.
An important part of the Bank’s liquidity resides in the asset portion of the balance sheet, which provides liquidity primarily through loan interest and principal repayments and the maturities and sales of securities, as well as the ability to use these assets as collateral for borrowings on a secured basis.
The Bank’s main source of liquidity is customer interest-bearing and noninterest-bearing deposit accounts. Liquidity is also available from wholesale funding sources consisting primarily of repurchase agreements, Federal funds purchased, FHLB advances, and brokered deposits. These sources of liquidity are generally short-term in nature and are used as necessary to fund asset growth and meet other short-term liquidity needs. As part of our liquidity management, we focus on maximizing the amount of securities and loans available as collateral for contingent liquidity sources and calibrating our assumptions in our liquidity stress test on an ongoing basis, particularly as it relates to deposit duration. At March 31, 2024, we had sufficient qualifying collateral to support additional borrowings, which is detailed in the table below.
Table 17 - Borrowing Capacity
As of March 31, 2024
(in thousands)
FHLB
$
2,026,671
Federal Reserve - Discount Window
2,437,394
Total borrowing capacity
$
4,464,065
Unpledged securities available as collateral for additional borrowings
$
2,955,837
In addition, because the Holding Company is a separate entity and apart from the Bank, it must provide for its own liquidity. The Holding Company is responsible for the payment of dividends declared for its common and preferred shareholders, and interest and principal on any outstanding debt or trust preferred securities. The Holding Company currently has internal capital resources to meet these obligations. While the Holding Company has access to the capital markets, the ultimate sources of its liquidity are subsidiary service fees and dividends from the Bank, which are limited by applicable law and regulations. A South Carolina state-chartered bank is permitted to pay a dividend of up to 100% of its current year earnings without requesting approval of the South Carolina Board of Financial Institutions, provided certain conditions are met. Holding Company liquidity is managed to a minimum of 15-months of anticipated cash expenditures after considering all of its liquidity needs over this period.
Significant uses and sources of cash during the three months ended March 31, 2024 are as follows. See the consolidated statement of cash flows for further detail.
•Net cash provided by operating activities of $88.8 million reflects net income of $62.6 million adjusted for non-cash transactions, partly offset by changes in loans held for sale and other assets. Significant non-cash transactions for the period included a $12.9 million provision for credit losses and net depreciation, amortization, and accretion of $10.9 million.
•Net cash used in investing activities of $123 million primarily consisted of a net increase in loans of $67.6 million and purchases of AFS securities and outflows for equity investments totaling $307 million. These uses of cash were partially offset by proceeds from securities sales, maturities and calls of $258 million.
•Net cash used in financing activities of $8.24 million was driven by a net increase in deposits of $21.0 million, more than offset by dividends on common and preferred stock of $29.3 million.
In the opinion of management, our liquidity position at March 31, 2024 was sufficient to meet our expected cash flow requirements for the foreseeable future.
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Capital Resources and Dividends
Shareholders’ equity at March 31, 2024 was $3.30 billion, an increase of $38.6 million from December 31, 2023 primarily due to year-to-date earnings, partially offset by dividends declared on common and preferred stock.
The following table shows capital ratios, as calculated under applicable regulatory guidelines, at March 31, 2024 and December 31, 2023. As of March 31, 2024, capital levels remained characterized as “well-capitalized” under regulatory requirements in effect at the time. Additional information related to capital ratios is provided in Note 13 to the consolidated financial statements.
Table 18 - Capital Ratios
United Community Banks, Inc. (Consolidated)
United Community Bank
Minimum
Well- Capitalized
Minimum Capital Plus Capital Conservation Buffer
March 31, 2024
December 31, 2023
March 31, 2024
December 31, 2023
Risk-based ratios:
CET1 capital
4.5
%
6.5
%
7.0
%
12.39
%
12.16
%
12.60
%
12.22
%
Tier 1 capital
6.0
8.0
8.5
12.83
12.60
12.60
12.22
Total capital
8.0
10.0
10.5
14.64
14.49
13.63
13.23
Leverage ratio
4.0
5.0
N/A
9.69
9.47
9.50
9.17
Effect of Inflation and Changing Prices
A bank’s asset and liability structure is substantially different from that of an industrial firm in that primarily all assets and liabilities of a bank are monetary in nature with relatively little investment in fixed assets or inventories. Inflation has an important effect on the growth of total assets and the resulting need to increase equity capital at higher than normal rates in order to maintain an appropriate equity to assets ratio.
Management believes the effect of inflation on financial results depends on our ability to react to changes in interest rates, and by such reaction, reduce the inflationary effect on performance. We have an asset/liability management program to manage interest rate sensitivity. In addition, periodic reviews of banking services and products are conducted to adjust pricing in view of current and expected costs.
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Item 3. Quantitative and Qualitative Disclosure About Market Risk
There have been no material changes in our market risk as of March 31, 2024 from that presented in our 2023 10-K. Our interest rate sensitivity position at March 31, 2024 is set forth in Table 16 in MD&A of this Report and incorporated herein by this reference.
Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)) as of March 31, 2024. Based on that evaluation, our principal executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.
(b) Changes in Internal Control Over Financial Reporting. No change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the fiscal quarter ended March 31, 2024 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Part II. OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, the Holding Company and the Bank are parties to various legal proceedings. Additionally, in the ordinary course of business, the Holding Company and the Bank are subject to regulatory examinations and investigations. Based on our current knowledge and advice of counsel, in the opinion of management there is no such pending or threatened legal matter which would result in a material adverse effect upon our consolidated financial condition or results of operations.
Items 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in the 2023 10-K.
Item 5. Other Information
During the three months ended March 31, 2024, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Interactive data files for United Community Bank, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL: (i) the Consolidated Balance Sheets (unaudited); (ii) the Consolidated Statements of Income (unaudited); (iii) the Consolidated Statements of Comprehensive Income (unaudited); (iv) the Consolidated Statements of Changes in Shareholders’ Equity (unaudited); (v) the Consolidated Statements of Cash Flows (unaudited); and (vi) the Notes to Consolidated Financial Statements (unaudited).
104
The cover page from United Community Bank’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (formatted in Inline XBRL and included in Exhibit 101)
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
UNITED COMMUNITY BANKS, INC.
/s/ H. Lynn Harton
H. Lynn Harton
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Jefferson L. Harralson
Jefferson L. Harralson
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Alan H. Kumler
Alan H. Kumler
Senior Vice President and Chief Accounting Officer
