QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 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.)
200 East Camperdown Way
Greenville, South Carolina
29601
(Address of principal executive offices)
(Zip code)
(800) 822-2651
(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
UCB
New York Stock Exchange
Depositary shares, each representing 1/1000th interest in a share of Series I Non-Cumulative Preferred Stock
UCB PRI
New York Stock Exchange
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 119,286,806 shares of the registrant’s common stock, par value $1 per share, outstanding as of October 31, 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, natural disasters, 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)
September 30, 2024
December 31, 2023
ASSETS
Cash and due from banks
$
202,644
$
200,781
Interest-bearing deposits in banks
537,395
803,094
Cash and cash equivalents
740,039
1,003,875
Debt securities available-for-sale
4,023,455
3,331,084
Debt securities held-to-maturity (fair value $2,060,729 and $2,095,620, respectively)
2,401,877
2,490,848
Loans held for sale
49,800
33,008
Loans and leases held for investment
17,964,099
18,318,755
Allowance for credit losses - loans and leases
(205,290)
(208,071)
Loans and leases, net
17,758,809
18,110,684
Premises and equipment, net
396,696
378,421
Bank owned life insurance
345,703
345,371
Goodwill and other intangible assets, net
975,117
990,087
Other assets (including $104,796 and $111,879 at fair value, respectively)
681,636
613,873
Total assets
$
27,373,132
$
27,297,251
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Noninterest-bearing demand
$
6,222,518
$
6,534,307
Interest-bearing deposits
17,030,584
16,776,304
Total deposits
23,253,102
23,310,611
Long-term debt
316,363
324,823
Accrued expenses and other liabilities (including $79,048 and $97,649 at fair value, respectively)
396,987
400,292
Total liabilities
23,966,452
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,
119,282,762 and 119,010,319 shares issued and outstanding, respectively
119,283
119,010
Common stock issuable: 588,296 and 620,108 shares, respectively
12,661
13,110
Capital surplus
2,707,266
2,699,112
Retained earnings
668,965
581,219
Accumulated other comprehensive loss
(189,761)
(239,192)
Total shareholders' equity
3,406,680
3,261,525
Total liabilities and shareholders' equity
$
27,373,132
$
27,297,251
See accompanying notes to consolidated financial statements (unaudited).
5
UNITED COMMUNITY BANKS, INC.
Consolidated Statements of Income(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands, except per share data)
2024
2023
2024
2023
Interest revenue:
Loans, including fees
$
291,574
$
273,781
$
867,152
$
760,696
Investment securities, including tax exempt of $1,713, $1,722, $5,133 and $5,563, respectively
52,997
44,729
149,496
125,775
Deposits in banks and short-term investments
4,515
4,637
16,131
11,938
Total interest revenue
349,086
323,147
1,032,779
898,409
Interest expense:
Deposits
136,149
116,733
404,395
263,811
Short-term borrowings
27
189
87
3,186
Federal Home Loan Bank advances
—
—
—
5,761
Long-term debt
3,724
3,669
11,262
11,339
Total interest expense
139,900
120,591
415,744
284,097
Net interest revenue
209,186
202,556
617,035
614,312
Provision for credit losses
14,428
30,268
39,562
74,804
Net interest revenue after provision for credit losses
194,758
172,288
577,473
539,508
Noninterest income:
Service charges and fees
10,488
10,315
30,372
28,791
Mortgage loan gains and other related fees
3,520
6,159
17,830
17,264
Wealth management fees
6,338
6,451
19,037
17,775
Net (losses) gains from sales of other loans
(25,700)
2,688
(22,867)
6,909
Lending and loan servicing fees
3,512
2,985
11,050
9,979
Securities losses, net
—
—
—
(1,644)
Other
9,933
3,379
28,812
19,499
Total noninterest income
8,091
31,977
84,234
98,573
Total revenue
202,849
204,265
661,707
638,081
Noninterest expenses:
Salaries and employee benefits
83,533
81,173
254,336
236,121
Communications and equipment
12,626
10,902
36,534
31,654
Occupancy
11,311
10,941
33,466
31,024
Advertising and public relations
2,041
2,251
6,401
6,914
Postage, printing and supplies
2,477
2,386
7,376
7,305
Professional fees
6,432
7,006
18,464
19,670
Lending and loan servicing expense
2,227
2,697
6,068
7,546
Outside services - electronic banking
4,433
2,561
10,163
8,646
FDIC assessments and other regulatory charges
5,003
4,314
17,036
12,457
Amortization of intangibles
3,528
4,171
11,209
11,120
Merger-related and other charges
2,176
9,168
6,420
21,444
Other
7,278
6,904
27,638
22,785
Total noninterest expenses
143,065
144,474
435,111
416,686
Income before income taxes
59,784
59,791
226,596
221,395
Income tax expense
12,437
11,925
50,003
47,941
Net income
$
47,347
$
47,866
$
176,593
$
173,454
Net income available to common shareholders
$
45,502
$
46,775
$
170,886
$
168,245
Net income per common share:
Basic
$
0.38
$
0.39
$
1.43
$
1.44
Diluted
0.38
0.39
1.43
1.44
Weighted average common shares outstanding:
Basic
119,818
119,506
119,736
116,925
Diluted
119,952
119,624
119,827
117,084
See accompanying notes to consolidated financial statements (unaudited).
6
UNITED COMMUNITY BANKS, INC.
Consolidated Statements of Comprehensive Income(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
Before-tax Amount
Tax
(Expense)
Benefit
Net of Tax Amount
Before-tax Amount
Tax (Expense) Benefit
Net of Tax Amount
2024
Net income
$
59,784
$
(12,437)
$
47,347
$
226,596
$
(50,003)
$
176,593
Other comprehensive income:
Unrealized gains on available-for-sale securities
59,830
(13,750)
46,080
61,534
(14,732)
46,802
Amortization of unrealized losses on held-to-maturity securities transferred from available-for-sale
2,235
(528)
1,707
6,772
(1,723)
5,049
Derivative instruments designated as cash flow hedges:
Unrealized holding gains (losses) on derivatives
(2,632)
665
(1,967)
892
(188)
704
Gains on derivative instruments realized in net income
(1,441)
364
(1,077)
(4,319)
1,095
(3,224)
Net cash flow hedge activity
(4,073)
1,029
(3,044)
(3,427)
907
(2,520)
Amortization of defined benefit pension plan net periodic pension cost components
44
(11)
33
134
(34)
100
Total other comprehensive income
58,036
(13,260)
44,776
65,013
(15,582)
49,431
Comprehensive income
$
117,820
$
(25,697)
$
92,123
$
291,609
$
(65,585)
$
226,024
2023
Net income
$
59,791
$
(11,925)
$
47,866
$
221,395
$
(47,941)
$
173,454
Other comprehensive income:
Unrealized (losses) gains on available-for-sale securities:
Unrealized holding (losses) gains
(38,209)
8,900
(29,309)
(14,683)
3,398
(11,285)
Reclassification adjustment for losses included in net income
—
—
—
1,644
(374)
1,270
Net unrealized (losses) gains
(38,209)
8,900
(29,309)
(13,039)
3,024
(10,015)
Amortization of unrealized losses on held-to-maturity securities transferred from available-for-sale
2,478
(593)
1,885
7,964
(1,917)
6,047
Derivative instruments designated as cash flow hedges:
Unrealized holding gains on derivatives
1,091
(279)
812
3,192
(815)
2,377
Gains on derivative instruments realized in net income
(42)
11
(31)
(2,098)
536
(1,562)
Net cash flow hedge activity
1,049
(268)
781
1,094
(279)
815
Amortization of defined benefit pension plan net periodic pension cost components
61
(16)
45
183
(47)
136
Total other comprehensive (loss) income
(34,621)
8,023
(26,598)
(3,798)
781
(3,017)
Comprehensive income
$
25,170
$
(3,902)
$
21,268
$
217,597
$
(47,160)
$
170,437
See accompanying notes to consolidated financial statements (unaudited).
7
UNITED COMMUNITY BANKS, INC.
Consolidated Statement of Changes in Shareholders’ Equity(Unaudited)
(in thousands except share and per share data)
Shares of Common Stock
Preferred Stock
Common Stock
Common Stock Issuable
Capital Surplus
Retained Earnings
Accumulated
Other Comprehensive Loss
Total
Balance at June 30, 2023
115,265,912
$
96,165
$
115,266
$
12,228
$
2,610,523
$
577,316
$
(305,907)
$
3,105,591
Net income
47,866
47,866
Other comprehensive loss
(26,598)
(26,598)
Impact of acquisitions
3,508,604
3,508
84,171
87,679
Preferred stock dividends
(1,624)
(1,624)
Common stock dividends ($0.23 per share)
(27,733)
(27,733)
Purchases of preferred stock
(5,882)
792
(5,090)
Impact of equity-based compensation awards
197,700
198
411
2,895
3,504
Impact of other United sponsored equity plans
3,436
4
143
82
229
Balance at September 30, 2023
118,975,652
$
90,283
$
118,976
$
12,782
$
2,697,671
$
596,617
$
(332,505)
$
3,183,824
Balance at June 30, 2024
119,174,803
$
88,266
$
119,175
$
12,145
$
2,705,345
$
652,239
$
(234,537)
$
3,342,633
Net income
47,347
47,347
Other comprehensive income
44,776
44,776
Preferred stock dividends
(1,573)
(1,573)
Common stock dividends ($0.24 per share)
(29,048)
(29,048)
Impact of equity-based compensation awards
104,709
105
375
1,844
2,324
Impact of other United sponsored equity plans
3,250
3
141
77
221
Balance at September 30, 2024
119,282,762
$
88,266
$
119,283
$
12,661
$
2,707,266
$
668,965
$
(189,761)
$
3,406,680
Balance at December 31, 2022
106,222,758
$
96,422
$
106,223
$
12,307
$
2,306,366
$
508,844
$
(329,488)
$
2,700,674
Net income
173,454
173,454
Other comprehensive loss
(3,017)
(3,017)
Impact of acquisitions
12,279,135
12,279
381,861
394,140
Purchases of preferred stock
(6,139)
35
792
(5,312)
Preferred stock dividends
(5,062)
(5,062)
Common stock dividends ($0.69 per share)
(81,411)
(81,411)
Impact of equity-based compensation awards
430,002
430
1,034
8,784
10,248
Impact of other United sponsored equity plans
43,757
44
(559)
625
110
Balance at September 30, 2023
118,975,652
$
90,283
$
118,976
$
12,782
$
2,697,671
$
596,617
$
(332,505)
$
3,183,824
Balance at December 31, 2023
119,010,319
$
88,266
$
119,010
$
13,110
$
2,699,112
$
581,219
$
(239,192)
$
3,261,525
Net income
176,593
176,593
Other comprehensive income
49,431
49,431
Preferred stock dividends
(4,719)
(4,719)
Common stock dividends ($0.70 per share)
(84,128)
(84,128)
Impact of equity-based compensation awards
219,400
219
543
7,250
8,012
Impact of other United sponsored equity plans
53,043
54
(992)
904
(34)
Balance at September 30, 2024
119,282,762
$
88,266
$
119,283
$
12,661
$
2,707,266
$
668,965
$
(189,761)
$
3,406,680
See accompanying notes to consolidated financial statements (unaudited).
8
UNITED COMMUNITY BANKS, INC.
Consolidated Statements of Cash Flows(Unaudited)
Nine Months Ended September 30,
(in thousands)
2024
2023
Operating activities:
Net income
$
176,593
$
173,454
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion, net
31,547
34,027
Provision for credit losses
39,562
74,804
Stock based compensation
7,730
7,093
Deferred income tax expense
3,133
14,645
Securities losses, net
—
1,644
Net losses (gains) from sales of other loans
22,867
(6,909)
FinTrust goodwill write-down
5,100
—
Changes in assets and liabilities:
Other assets
(21,152)
(16,935)
Accrued expenses and other liabilities
(46,946)
11,796
Loans held for sale
(16,792)
(21,423)
Net cash provided by operating activities
201,642
272,196
Investing activities:
Debt securities held-to-maturity:
Proceeds from maturities and calls
93,491
100,396
Debt securities available-for-sale:
Proceeds from sales
647
595,234
Proceeds from maturities and calls
475,742
421,924
Purchases
(1,069,559)
(295,054)
Net decrease (increase) in loans
316,837
(875,223)
Payments for other investments
(102,032)
(134,439)
Proceeds from other investments
2,417
124,056
Proceeds from sales of premises and equipment
631
2,529
Purchases of premises and equipment
(41,505)
(59,157)
Net cash received in acquisition
—
207,566
Net cash paid for branch disposal
—
(93,613)
Other investing inflows
12,911
3,413
Net cash used in investing activities
(310,420)
(2,368)
Financing activities:
Net (decrease) increase in deposits
(58,291)
886,440
Net decrease in short-term borrowings
—
(310,267)
Repayment of long-term debt
(8,557)
—
Proceeds from FHLB advances
1,100
2,225,000
Repayment of FHLB advances
(1,100)
(2,870,000)
Cash dividends on common stock
(83,269)
(77,352)
Cash dividends on preferred stock
(4,719)
(5,062)
Other financing inflows
1,993
5,405
Other financing outflows
(2,215)
(11,340)
Net cash used in financing activities
(155,058)
(157,176)
Net change in cash and cash equivalents
(263,836)
112,652
Cash and cash equivalents, beginning of period
1,003,875
646,853
Cash and cash equivalents, end of period
$
740,039
$
759,505
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.
In May 2024, United officially moved its Holding Company headquarters from Blairsville, Georgia to Greenville, South Carolina.
Effective in June 2024, the Bank changed its primary federal regulator from the FDIC to the Federal Reserve.
Effective August 6, 2024, United transferred the listing of its securities from NASDAQ to the New York Stock Exchange. The common shares are now listed under the trading symbol UCB and the preferred Series I depositary shares are now listed under the trading symbol UCB PRI.
Revision of Previously Issued Financial Statements
During the second quarter of 2024, management corrected an immaterial error related to the loan vintage disclosure reported in previously issued financial statements for the period presented in the 2023 10-K. The revised December 31, 2023 loan vintage disclosure was included in United’s second quarter Form 10-Q and is included in this Form 10-Q as well. The error relates to the incorrect determination of the vintage year for a population of term loans and gross charge-offs. The correction of this error resulted in the reclassification of certain term loans and gross charge-offs to older vintage categories than originally reported. The correction of this error did not result in any reclassification between risk categories presented. The revision did not change the total amount of loans or gross charge-offs reported and did not affect the Company's net income, cash flows or equity.
We evaluated the aggregate effects of this error to our previously issued financial statements in accordance with SEC Staff Accounting Bulletins No. 99 and No. 108 and, based upon quantitative and qualitative factors, determined that the error was not material to the previously issued financial statements and disclosures included in our 2023 10-K.
Note 2 – Recently Adopted Accounting 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.
10
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 3 – Supplemental Cash Flow Information
The supplemental schedule of significant non-cash investing and financing activities for the nine months ended September 30, 2024 and 2023 is as follows.
Nine Months Ended September 30,
(in thousands)
2024
2023
Significant non-cash investing and financing transactions:
Commitments to fund other investments
$
9,214
$
16,410
Unsettled securities purchases
22,400
—
Right-of-use assets obtained in exchange for lease liabilities
14,351
4,131
Acquisitions:
Assets acquired
—
2,922,243
Liabilities assumed
—
2,527,654
Net assets acquired
—
394,589
Common stock issued and options converted
—
394,140
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 the 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
On January 3, 2023 and July 1, 2023, United acquired all of the outstanding common stock of Progress and First Miami, respectively, in stock transactions. The following table discloses certain pro forma information as if Progress and First Miami had been acquired on January 1, 2022. These results combine the historical results of the acquired entities with United’s consolidated statement of income. Adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity; however pro forma financial results presented are not necessarily indicative of what would have occurred had the acquisitions taken place in earlier years.
Merger-related costs related to the First Miami acquisition for the three and nine months ended September 30, 2023 of $6.53 million and $6.91 million, respectively, have been excluded from the pro forma information for those periods presented below. Merger-related costs related to the Progress acquisition for the three and nine months ended September 30, 2023 of $182,000 and $9.96 million, respectively, have been excluded from the pro forma information for those periods presented below. The actual results and pro forma information were as follows:
Three Months Ended September 30, 2023
Nine Months Ended September 30, 2023
(in thousands)
Revenue
Net Income
Revenue
Net Income
Actual Progress results included in statement of income since acquisition date
$
16,934
$
7,569
$
41,555
$
12,667
Actual First Miami results included in statement of income since acquisition date
$
3,488
$
(3,330)
3,488
(3,330)
Supplemental consolidated pro forma as if Progress and First Miami had been acquired January 1, 2022
$
207,523
$
55,538
667,155
197,929
11
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 5 – Investment Securities
The amortized cost basis, unrealized gains and losses and fair value of HTM debt securities as of the dates indicated are as follows.
(in thousands)
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
As of September 30, 2024
U.S. Treasuries
$
19,888
$
—
$
1,414
$
18,474
U.S. Government agencies & GSEs
99,090
—
12,811
86,279
State and political subdivisions
290,980
88
45,434
245,634
Residential MBS, Agency & GSEs
1,306,953
28
175,510
1,131,471
Commercial MBS, Agency & GSEs
669,966
—
103,952
566,014
Supranational entities
15,000
—
2,143
12,857
Total
$
2,401,877
$
116
$
341,264
$
2,060,729
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
The amortized cost basis, unrealized gains and losses, and fair value of AFS debt securities as of the dates indicated are presented below.
(in thousands)
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
As of September 30, 2024
U.S. Treasuries
$
540,851
$
2,604
$
7,469
$
535,986
U.S. Government agencies & GSEs
362,749
383
11,325
351,807
State and political subdivisions
177,892
1
14,289
163,604
Residential MBS, Agency & GSEs
1,523,253
1,714
96,633
1,428,334
Residential MBS, Non-agency
317,497
48
14,515
303,030
Commercial MBS, Agency & GSEs
892,934
7,636
29,648
870,922
Commercial MBS, Non-agency
16,044
—
283
15,761
Corporate bonds
206,674
126
11,280
195,520
Asset-backed securities
159,402
89
1,000
158,491
Total
$
4,197,296
$
12,601
$
186,442
$
4,023,455
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
As of September 30, 2024 and December 31, 2023 the carrying value of pledged securities totaled $2.64 billion and $4.12 billion, respectively. At September 30, 2024 securities were pledged primarily to secure public deposits. At December 31, 2023 securities were pledged to secure public deposits and provide contingent liquidity through the Bank Term Funding Program at the FRB, a
12
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
program that was discontinued in the first quarter of 2024.
The following table summarizes the fair values and gross unrealized losses of HTM debt securities as of the dates indicated based on the length of time that individual securities have been in a continuous unrealized loss position.
Length of Time in Unrealized Loss Position
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 September 30, 2024
U.S. Treasuries
$
—
$
—
$
18,474
$
1,414
$
18,474
$
1,414
U.S. Government agencies & GSEs
—
—
86,280
12,811
86,280
12,811
State and political subdivisions
6,191
34
223,270
45,400
229,461
45,434
Residential MBS, Agency & GSEs
6,098
1,600
1,123,874
173,910
1,129,972
175,510
Commercial MBS, Agency & GSEs
—
—
566,013
103,952
566,013
103,952
Supranational entities
—
—
12,857
2,143
12,857
2,143
Total
$
12,289
$
1,634
$
2,030,768
$
339,630
$
2,043,057
$
341,264
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
$
9,830
$
130
$
2,062,485
$
395,293
$
2,072,315
$
395,423
The following table summarizes the fair values and gross unrealized losses of AFS debt securities as of the dates indicated based on the length of time that individual securities have been in a continuous unrealized loss position.
Length of Time in Unrealized Loss Position
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 September 30, 2024
U.S. Treasuries
$
—
$
—
$
106,903
$
7,469
$
106,903
$
7,469
U.S. Government agencies & GSEs
55,534
185
182,580
11,140
238,114
11,325
State and political subdivisions
—
—
162,846
14,289
162,846
14,289
Residential MBS, Agency & GSEs
126,406
383
1,025,209
96,250
1,151,615
96,633
Residential MBS, Non-agency
—
—
291,040
14,515
291,040
14,515
Commercial MBS, Agency & GSEs
32,438
37
381,856
29,611
414,294
29,648
Commercial MBS, Non-agency
—
—
15,760
283
15,760
283
Corporate bonds
1,458
42
192,116
11,238
193,574
11,280
Asset-backed securities
30,258
139
87,893
861
118,151
1,000
Total
$
246,094
$
786
$
2,446,203
$
185,656
$
2,692,297
$
186,442
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
$
306,266
$
3,515
$
2,587,704
$
247,106
$
2,893,970
$
250,621
13
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
At September 30, 2024, there were 594 AFS debt securities and 302 HTM debt securities that were in an unrealized loss position. United does not intend to sell nor does it believe it will be required to sell securities in an unrealized loss position prior to the recovery of their amortized cost basis. Unrealized losses at September 30, 2024 were primarily attributable to changes in interest rates.
At September 30, 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 September 30, 2024 or December 31, 2023. In addition, based on the assessments performed at September 30, 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)
September 30, 2024
December 31, 2023
HTM
$
5,564
$
6,143
AFS
17,052
12,568
The amortized cost and fair value of AFS and HTM debt securities at September 30, 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
$
227,430
$
227,725
$
—
$
—
U.S. Government agencies & GSEs
617
604
—
—
State and political subdivisions
4,071
4,026
3,701
3,710
Corporate bonds
26,708
26,276
—
—
258,826
258,631
3,701
3,710
1 to 5 years:
U.S. Treasuries
313,421
308,261
19,888
18,474
U.S. Government agencies & GSEs
48,685
45,861
—
—
State and political subdivisions
36,189
33,623
27,701
26,498
Corporate bonds
139,442
132,341
—
—
537,737
520,086
47,589
44,972
5 to 10 years:
U.S. Government agencies & GSEs
191,201
186,757
75,330
66,216
State and political subdivisions
60,042
53,187
52,206
45,561
Corporate bonds
39,708
35,978
—
—
Supranational entities
—
—
15,000
12,857
290,951
275,922
142,536
124,634
More than 10 years:
U.S. Government agencies & GSEs
122,246
118,585
23,760
20,063
State and political subdivisions
77,590
72,768
207,372
169,865
Corporate bonds
816
925
—
—
200,652
192,278
231,132
189,928
Debt securities not due at a single maturity date:
Asset-backed securities
159,402
158,491
—
—
Residential MBS
1,840,750
1,731,364
1,306,953
1,131,471
Commercial MBS
908,978
886,683
669,966
566,014
2,909,130
2,776,538
1,976,919
1,697,485
Total
$
4,197,296
$
4,023,455
$
2,401,877
$
2,060,729
Expected maturities may differ from contractual maturities because issuers and borrowers may have the right to call or prepay obligations.
14
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Realized gains and losses are derived using the specific identification method for determining the cost of securities sold. The following table summarizes AFS securities sales activity for the three and nine months ended September 30, 2024 and 2023.
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2024
2023
2024
2023
Proceeds from sales
$
—
$
214,573
$
647
$
595,234
Gross realized gains
$
—
$
—
$
—
$
1,373
Gross realized losses
—
—
—
(3,017)
Securities losses, net
$
—
$
—
$
—
$
(1,644)
Income tax benefit attributable to sales
$
—
$
—
$
—
$
(374)
Equity Investments
The table below reflects the carrying value of certain equity investments, which are included in other assets on the consolidated balance sheet, as of the dates indicated.
(in thousands)
September 30, 2024
December 31, 2023
FHLB Stock
$
18,051
$
18,104
FRB Stock
88,008
—
Equity securities with readily determinable fair values
7,894
7,395
Note 6 – Loans and Leases and Allowance for Credit Losses
Major classifications of the loan and lease portfolio (collectively referred to as the “loan portfolio” or “loans”) are summarized as of the dates indicated as follows.
(in thousands)
September 30, 2024
December 31, 2023
Owner occupied CRE
$
3,323,398
$
3,264,051
Income producing CRE
4,258,586
4,263,952
Commercial & industrial
2,312,657
2,411,045
Commercial construction
1,784,959
1,859,538
Equipment financing
1,603,472
1,541,120
Total commercial
13,283,072
13,339,706
Residential mortgage
3,263,509
3,198,928
Home equity
1,014,544
958,987
Residential construction
188,820
301,650
Manufactured housing
2,178
336,474
Consumer
187,799
181,117
Total loans excluding fair value hedge basis adjustment
17,939,922
18,316,862
Fair value hedge basis adjustment
24,177
1,893
Total loans
17,964,099
18,318,755
Less ACL - loans
(205,290)
(208,071)
Loans, net
$
17,758,809
$
18,110,684
Accrued interest receivable related to loans totaled $59.5 million and $67.0 million on September 30, 2024 and December 31, 2023, respectively, and was reported in other assets on the consolidated balance sheets. Accrued interest receivable was excluded from the estimate of credit losses.
At September 30, 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.
15
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table presents the amortized cost of certain loans held for investment that were sold in the periods indicated. The net gain or loss on these loan sales were included in noninterest income on the consolidated statements of income. During the third quarter of 2024, United sold substantially all of its portfolio of manufactured housing loans and recognized a loss of $27.2 million.
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2024
2023
2024
2023
Manufactured housing loans
$
302,870
$
—
$
302,870
$
—
Guaranteed portion of SBA/USDA loans
11,385
26,381
39,084
70,223
Equipment financing receivables
21,122
37,671
57,836
76,945
Total
$
335,377
$
64,052
$
399,790
$
147,168
At September 30, 2024 and December 31, 2023, equipment financing receivables included leases of $84.2 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)
September 30, 2024
December 31, 2023
Minimum future lease payments receivable
$
92,445
$
75,198
Estimated residual value of leased equipment
5,143
4,445
Initial direct costs
1,749
1,402
Security deposits
(482)
(413)
Unearned income
(14,621)
(11,711)
Net investment in leases
$
84,234
$
68,921
Minimum future lease payments expected to be received from equipment financing lease contracts as of September 30, 2024 were as follows:
(in thousands)
Year
Remainder of 2024
$
7,964
2025
30,164
2026
24,080
2027
17,836
2028
9,897
Thereafter
2,504
Total
$
92,445
16
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
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 September 30, 2024
Owner occupied CRE
$
3,310,503
$
5,112
$
—
$
—
$
7,783
$
3,323,398
Income producing CRE
4,223,657
3,241
466
—
31,222
4,258,586
Commercial & industrial
2,280,604
2,549
648
—
28,856
2,312,657
Commercial construction
1,776,776
721
106
—
7,356
1,784,959
Equipment financing
1,588,356
2,675
3,318
—
9,123
1,603,472
Total commercial
13,179,896
14,298
4,538
—
84,340
13,283,072
Residential mortgage
3,232,404
7,767
1,487
—
21,851
3,263,509
Home equity
1,007,023
2,177
1,233
—
4,111
1,014,544
Residential construction
187,751
170
781
—
118
188,820
Manufactured housing
289
—
81
—
1,808
2,178
Consumer
186,918
575
154
—
152
187,799
Total loans
$
17,794,281
$
24,987
$
8,274
$
—
$
112,380
$
17,939,922
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
17
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
At September 30, 2024 and December 31, 2023, United had $75.4 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
September 30, 2024
December 31, 2023
(in thousands)
With no allowance
With an allowance
Total
With no allowance
With an allowance
Total
Owner occupied CRE
$
5,861
$
1,922
$
7,783
$
2,451
$
643
$
3,094
Income producing CRE
30,802
420
31,222
11,003
19,125
30,128
Commercial & industrial
20,391
8,465
28,856
11,940
1,527
13,467
Commercial construction
6,439
917
7,356
1,784
94
1,878
Equipment financing
32
9,091
9,123
57
8,448
8,505
Total commercial
63,525
20,815
84,340
27,235
29,837
57,072
Residential mortgage
3,750
18,101
21,851
1,836
12,108
13,944
Home equity
273
3,838
4,111
1,276
2,496
3,772
Residential construction
55
63
118
398
546
944
Manufactured housing
—
1,808
1,808
—
15,861
15,861
Consumer
24
128
152
2
92
94
Total
$
67,627
$
44,753
$
112,380
$
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.
18
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. See Note 1 for description of revisions to December 31, 2023 table.
(in thousands)
Term Loans by Origination Year
Revolvers
Revolvers converted to term loans
Total
As of September 30, 2024
2024
2023
2022
2021
2020
Prior
Owner occupied CRE
Pass
$
316,117
$
559,036
$
621,603
$
581,389
$
521,698
$
462,600
$
110,319
$
20,397
$
3,193,159
Special Mention
858
13,318
9,288
8,025
6,466
8,596
5,263
434
52,248
Substandard
2,772
3,730
36,405
7,860
7,632
18,371
1,221
—
77,991
Total owner occupied CRE
$
319,747
$
576,084
$
667,296
$
597,274
$
535,796
$
489,567
$
116,803
$
20,831
$
3,323,398
Current period gross charge-offs
$
—
$
—
$
221
$
—
$
—
$
707
$
—
$
—
$
928
Income producing CRE
Pass
$
246,550
$
491,692
$
926,155
$
917,339
$
679,893
$
667,486
$
43,843
$
15,133
$
3,988,091
Special Mention
11,692
2,161
26,843
2,097
9,189
16,077
49
—
68,108
Substandard
47,610
42,175
15,675
1,270
35,052
60,605
—
—
202,387
Total income producing CRE
$
305,852
$
536,028
$
968,673
$
920,706
$
724,134
$
744,168
$
43,892
$
15,133
$
4,258,586
Current period gross charge-offs
$
—
$
3,128
$
—
$
—
$
—
$
1,691
$
—
$
—
$
4,819
Commercial & industrial
Pass
$
313,051
$
481,163
$
315,902
$
218,440
$
132,365
$
206,307
$
503,750
$
8,159
$
2,179,137
Special Mention
6,293
5,401
2,831
2,838
4,436
1,177
32,861
1,775
57,612
Substandard
3,188
14,975
9,853
15,191
2,871
7,515
16,224
6,091
75,908
Total commercial & industrial
$
322,532
$
501,539
$
328,586
$
236,469
$
139,672
$
214,999
$
552,835
$
16,025
$
2,312,657
Current period gross charge-offs
$
171
$
2,502
$
5,645
$
1,737
$
827
$
1,236
$
—
$
1,951
$
14,069
Commercial construction
Pass
$
349,313
$
404,059
$
570,301
$
216,231
$
43,844
$
75,227
$
52,181
$
1,621
$
1,712,777
Special Mention
4,850
535
44,346
4,137
—
106
2,657
—
56,631
Substandard
1,901
4,329
2,627
2,432
4,058
204
—
—
15,551
Total commercial construction
$
356,064
$
408,923
$
617,274
$
222,800
$
47,902
$
75,537
$
54,838
$
1,621
$
1,784,959
Current period gross charge-offs
$
—
$
69
$
53
$
—
$
—
$
—
$
—
$
—
$
122
Equipment financing
Pass
$
515,687
$
493,674
$
368,082
$
147,323
$
44,781
$
19,661
$
—
$
—
$
1,589,208
Special Mention
—
—
711
2,093
773
557
—
—
4,134
Substandard
324
1,961
4,656
1,915
496
778
—
—
10,130
Total equipment financing
$
516,011
$
495,635
$
373,449
$
151,331
$
46,050
$
20,996
$
—
$
—
$
1,603,472
Current period gross charge-offs
$
52
$
3,780
$
9,931
$
5,288
$
822
$
302
$
—
$
—
$
20,175
Residential mortgage
Pass
$
90,331
$
323,056
$
1,035,953
$
1,013,091
$
409,582
$
361,855
$
6
$
3,042
$
3,236,916
Substandard
2,141
3,264
6,821
1,973
2,038
10,130
—
226
26,593
Total residential mortgage
$
92,472
$
326,320
$
1,042,774
$
1,015,064
$
411,620
$
371,985
$
6
$
3,268
$
3,263,509
Current period gross charge-offs
$
—
$
50
$
70
$
2
$
—
$
10
$
—
$
—
$
132
Home equity
Pass
$
—
$
—
$
—
$
—
$
—
$
—
$
981,013
$
28,860
$
1,009,873
Substandard
—
—
—
—
—
—
—
4,671
4,671
Total home equity
$
—
$
—
$
—
$
—
$
—
$
—
$
981,013
$
33,531
$
1,014,544
Current period gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
95
$
95
Residential construction
Pass
$
51,011
$
80,832
$
37,426
$
9,393
$
4,698
$
5,162
$
—
$
91
$
188,613
Substandard
—
—
104
—
5
98
—
—
207
Total residential construction
$
51,011
$
80,832
$
37,530
$
9,393
$
4,703
$
5,260
$
—
$
91
$
188,820
Current period gross charge-offs
$
—
$
221
$
59
$
48
$
—
$
—
$
—
$
—
$
328
Manufactured housing
Pass
$
126
$
—
$
81
$
—
$
—
$
157
$
—
$
—
$
364
Substandard
289
550
241
112
203
419
—
—
1,814
Total manufactured housing
$
415
$
550
$
322
$
112
$
203
$
576
$
—
$
—
$
2,178
Current period gross charge-offs
$
—
$
1,665
$
3,518
$
2,519
$
2,512
$
4,261
$
—
$
—
$
14,475
Consumer
Pass
$
70,500
$
51,741
$
24,315
$
8,781
$
8,091
$
759
$
23,031
$
396
$
187,614
Substandard
—
71
44
46
18
4
—
2
185
Total consumer
$
70,500
$
51,812
$
24,359
$
8,827
$
8,109
$
763
$
23,031
$
398
$
187,799
Current period gross charge-offs
$
2,333
$
207
$
132
$
27
$
11
$
8
$
—
$
123
$
2,841
19
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(in thousands)
Term Loans
Revolvers
Revolvers converted to term loans
Total
December 31, 2023 (revised)
2023
2022
2021
2020
2019
Prior
Owner occupied CRE
Pass
$
592,932
$
654,845
$
618,811
$
577,916
$
224,684
$
364,579
$
117,212
$
18,671
$
3,169,650
Special Mention
1,308
7,768
4,266
4,919
9,221
6,155
100
254
33,991
Substandard
3,266
8,037
15,975
11,544
8,437
9,042
1,421
2,688
60,410
Total owner occupied CRE
$
597,506
$
670,650
$
639,052
$
594,379
$
242,342
$
379,776
$
118,733
$
21,613
$
3,264,051
Current period gross charge-offs
$
—
$
48
$
—
$
819
$
—
$
207
$
—
$
—
$
1,074
Income producing CRE
Pass
$
464,979
$
904,015
$
863,308
$
795,143
$
362,139
$
526,968
$
50,659
$
13,247
$
3,980,458
Special Mention
7,626
31,993
18,989
26,217
19,904
27,893
—
—
132,622
Substandard
31,530
10,041
6,343
5,436
43,450
54,018
—
54
150,872
Total income producing CRE
$
504,135
$
946,049
$
888,640
$
826,796
$
425,493
$
608,879
$
50,659
$
13,301
$
4,263,952
Current period gross charge-offs
$
—
$
2,534
$
—
$
—
$
—
$
5,324
$
—
$
—
$
7,858
Commercial & industrial
Pass
$
573,391
$
431,962
$
280,372
$
136,975
$
86,300
$
169,570
$
581,871
$
13,332
$
2,273,773
Special Mention
2,908
4,449
1,642
5,430
5,473
718
14,861
274
35,755
Substandard
5,272
5,022
23,562
11,432
5,454
3,178
46,282
1,315
101,517
Total commercial & industrial
$
581,571
$
441,433
$
305,576
$
153,837
$
97,227
$
173,466
$
643,014
$
14,921
$
2,411,045
Current period gross charge-offs
$
5,430
$
1,462
$
13,271
$
2,477
$
787
$
286
$
—
$
1,825
$
25,538
Commercial construction
Pass
$
525,988
$
647,516
$
396,958
$
111,045
$
66,635
$
28,902
$
62,370
$
966
$
1,840,380
Special Mention
—
—
6
28
—
124
—
—
158
Substandard
1,109
2,408
10,018
5,188
195
82
—
—
19,000
Total commercial construction
$
527,097
$
649,924
$
406,982
$
116,261
$
66,830
$
29,108
$
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
$
319,604
$
975,957
$
1,032,182
$
440,287
$
130,378
$
280,357
$
6
$
3,415
$
3,182,186
Substandard
1,480
2,580
2,180
889
1,991
7,374
—
248
16,742
Total residential mortgage
$
321,084
$
978,537
$
1,034,362
$
441,176
$
132,369
$
287,731
$
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
$
92,490
$
153,868
$
42,237
$
5,201
$
1,046
$
5,655
$
—
$
93
$
300,590
Substandard
517
243
149
6
—
145
—
—
1,060
Total residential construction
$
93,007
$
154,111
$
42,386
$
5,207
$
1,046
$
5,800
$
—
$
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
4,647
3,570
3,020
1,282
4,234
—
—
17,831
Total manufactured housing
$
46,143
$
74,071
$
52,384
$
46,755
$
32,603
$
84,518
$
—
$
—
$
336,474
Current period gross charge-offs
$
38
$
1,503
$
985
$
419
$
279
$
690
$
—
$
—
$
3,914
Consumer
Pass
$
86,049
$
39,461
$
16,369
$
10,350
$
1,214
$
668
$
26,239
$
534
$
180,884
Substandard
50
55
53
25
5
13
32
—
233
Total consumer
$
86,099
$
39,516
$
16,422
$
10,375
$
1,219
$
681
$
26,271
$
534
$
181,117
Current period gross charge-offs
$
3,245
$
241
$
233
$
38
$
15
$
1
$
5
$
204
$
3,982
20
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 loans modified under the terms of a FDM during the nine months ended September 30, 2024 and 2023 are presented in the following tables.
Nine Months Ended September 30, 2024
New FDMs
Defaults within 12 months of modification
(dollars in thousands)
Amortized Cost
% of Total Class of Receivable
Owner occupied CRE
$
3,425
0.1
%
$
1,781
Income producing CRE
21,471
0.5
—
Commercial & industrial
23,063
1.0
329
Equipment financing
4,891
0.3
317
Residential mortgage
2,755
0.1
720
Manufactured housing
305
14.0
—
Consumer
111
0.1
—
Total
$
56,021
0.3
$
3,147
Nine Months Ended September 30, 2024
New FDMs
(dollars in thousands)
Amortized Cost
Weighted Average Modification
Extension
Owner occupied CRE
$
197
6 months
Commercial & industrial
19,445
1.1 years
Residential mortgage
225
10.2 years
Consumer
111
2.1 years
Total
19,978
Payment Delay
Owner occupied CRE (1)
1,631
5 months
Income producing CRE (2)
12,976
1.5 years
Commercial & industrial (1)
165
7 months
Residential mortgage
139
6 months
Total
14,911
Rate Reduction
Commercial & industrial
488
50 basis points
Payment Delay and Extension
Commercial & industrial
403
Payment delay: 4 months; Extension: 2.8 years
Equipment financing
4,891
Extension and payment delay: 8 months
Total
5,294
Rate Reduction and Extension
Income producing CRE
8,495
Rate reduction: 304 basis points; Extension: 4.8 years
Residential mortgage
2,391
Rate reduction: 448 basis points; Extension: 3.6 years
Manufactured housing
305
Rate reduction: 538 basis points; Extension: 3.6 years
(1) Payment delay FDMs in bankruptcy are excluded from the weighted average payment delay calculation.
(2) Payment delays in this category reflect principal payment delays, while interest payments continue in accordance with loan terms.
21
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Nine Months Ended September 30, 2023
New FDMs
Defaults within 12 months of modification
Amortized Cost by Type of Modification
(dollars in thousands)
Extension
Payment Delay
Payment Delay & Extension
Rate Reduction & Extension
Total
% of Total Class of Receivable
Owner occupied CRE
$
782
$
276
$
—
$
—
$
1,058
—
%
$
—
Income producing CRE
38,139
—
—
35,369
73,508
1.8
—
Commercial & industrial
4,029
13,673
1,663
—
19,365
0.8
—
Commercial construction
—
366
—
—
366
—
—
Equipment financing
15,888
—
1,763
—
17,651
1.2
910
Residential mortgage
57
—
—
930
987
—
—
Residential construction
—
—
—
47
47
—
—
Manufactured housing
—
—
—
256
256
0.1
—
Total
$
58,895
$
14,315
$
3,426
$
36,602
$
113,238
0.6
$
910
The following paragraphs further describe the terms of FDMs executed during the nine months ended September 30, 2023:
Equipment financing FDMs typically consist of extensions and/or payment delays in which the borrower receives one or more three-month extensions and/or payment delays beyond the original maturity date. For the remainder of extension FDMs occurring during the first nine months of 2023, the weighted average extension granted was approximately 13 months.
Commercial and industrial payment delay FDMs include $2.86 million of loans in bankruptcy status. Excluding bankruptcy status loans, the remainder of FDMs in this category had a weighted average payment delay of approximately three months.
During the nine months ended September 30, 2023, income producing CRE FDMs categorized as rate reduction and extensions resulted in a decrease in weighted average interest rate of 158 basis points and extended the weighted average maturity by two years. Residential mortgage and manufactured housing FDMs resulted in a decrease in the weighted average interest rate on these FDMs of 562 basis points and extended the weighted average maturity by 17.5 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 September 30, 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. Beginning in the second quarter of 2024, United adjusted the model assumption regarding the look-back period used to determine the starting value for the expected default rate, which decreased the need for model overlays and, collectively, had no material impact on the ACL.
In the case of commercial & industrial loans, at September 30, 2024, the expected default rate was adjusted downward by a model overlay based on expectations of future performance.
At September 30, 2024, the third party vendor’s baseline economic forecast had improved slightly relative to the forecast at December 31, 2023. At September 30, 2024, United applied qualitative adjustments to the model output for the residential mortgage, owner occupied CRE, commercial and industrial, manufactured housing and equipment finance portfolios. In addition, a qualitative adjustment was made for loans in certain western North Carolina areas affected by Hurricane Helene.
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.
22
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table presents the balance and activity in the ACL by portfolio segment for the periods indicated (in thousands).
Three Months Ended September 30,
2024
2023
Beginning Balance
Charge-Offs
Recoveries
(Release) Provision
Ending Balance
Beginning Balance
Initial ACL - PCD loans (1)
Charge-Offs
Recoveries
(Release) Provision
Ending Balance
Owner occupied CRE
$
21,787
$
(127)
$
311
$
(736)
$
21,235
$
21,788
$
92
$
(656)
$
74
$
2,686
$
23,984
Income producing CRE
42,894
(1,461)
52
(2,009)
39,476
38,775
3,092
(3,044)
33
6,732
45,588
Commercial & industrial
32,101
(5,999)
1,422
7,175
34,699
29,856
533
(19,702)
2,160
18,370
31,217
Commercial construction
19,617
(69)
33
(3,548)
16,033
22,276
—
—
49
(1,686)
20,639
Equipment financing
45,115
(6,282)
1,014
6,019
45,866
28,604
—
(7,215)
890
8,083
30,362
Residential mortgage
28,612
(110)
78
5,723
34,303
25,431
—
(16)
145
1,324
26,884
Home equity
9,386
(88)
52
1,415
10,765
10,609
—
(22)
2,806
(3,594)
9,799
Residential construction
1,384
(139)
28
213
1,486
3,446
—
(474)
133
(231)
2,874
Manufactured housing
11,522
(11,635)
79
564
530
9,204
—
(1,171)
3
1,342
9,378
Consumer
604
(1,064)
254
1,103
897
716
—
(863)
232
747
832
ACL - loans
213,022
(26,974)
3,323
15,919
205,290
190,705
3,717
(33,163)
6,525
33,773
201,557
ACL - unfunded commitments
11,718
—
—
(1,491)
10,227
21,572
—
—
—
(3,505)
18,067
Total ACL
$
224,740
$
(26,974)
$
3,323
$
14,428
$
215,517
$
212,277
$
3,717
$
(33,163)
$
6,525
$
30,268
$
219,624
Nine Months Ended September 30,
2024
2023
Beginning Balance
Charge-Offs
Recoveries
(Release) Provision
Ending Balance
Beginning Balance
Initial ACL - PCD loans (1)
Charge- Offs
Recoveries
(Release) Provision
Ending Balance
Owner occupied CRE
$
23,542
$
(928)
$
747
$
(2,126)
$
21,235
$
19,834
$
273
$
(863)
$
396
$
4,344
$
23,984
Income producing CRE
47,755
(4,819)
237
(3,697)
39,476
32,082
3,399
(7,858)
1,357
16,608
45,588
Commercial & industrial
30,890
(14,069)
4,305
13,573
34,699
23,504
1,891
(24,353)
3,840
26,335
31,217
Commercial construction
21,741
(122)
114
(5,700)
16,033
20,120
39
—
191
289
20,639
Equipment financing
33,383
(20,175)
3,043
29,615
45,866
23,395
—
(14,994)
2,757
19,204
30,362
Residential mortgage
28,219
(132)
223
5,993
34,303
20,809
157
(61)
320
5,659
26,884
Home equity
9,647
(95)
140
1,073
10,765
8,707
534
(167)
2,977
(2,252)
9,799
Residential construction
1,833
(328)
72
(91)
1,486
2,049
124
(1,111)
162
1,650
2,874
Manufactured housing
10,339
(14,475)
200
4,466
530
8,098
—
(2,445)
29
3,696
9,378
Consumer
722
(2,841)
730
2,286
897
759
4
(3,007)
709
2,367
832
ACL - loans
208,071
(57,984)
9,811
45,392
205,290
159,357
6,421
(54,859)
12,738
77,900
201,557
ACL - unfunded commitments
16,057
—
—
(5,830)
10,227
21,163
—
—
—
(3,096)
18,067
Total ACL
$
224,128
$
(57,984)
$
9,811
$
39,562
$
215,517
$
180,520
$
6,421
$
(54,859)
$
12,738
$
74,804
$
219,624
(1) For the three months ended September 30, 2023, represents the initial ACL related to PCD loans acquired in the First Miami transaction. For the nine months ended September 30, 2023, represents the initial ACL related to PCD loans acquired in the First Miami and Progress transactions.
23
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 7 – Derivatives and Hedging Activities
The table below presents the fair value of derivative financial instruments, which are included in other assets and other liabilities on the consolidated balance sheet, as of the dates indicated:
September 30, 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
$
9,925
$
—
$
100,000
$
13,168
$
—
Cash flow hedges of trust preferred securities
20,000
—
—
20,000
—
—
Fair value hedges of AFS debt securities
830,955
—
—
655,511
—
—
Fair value hedges of loans
1,650,000
—
—
150,000
—
—
Total
2,600,955
9,925
—
925,511
13,168
—
Derivatives not designated as hedging instruments:
Customer derivative positions
1,180,146
6,913
47,690
1,177,275
3,461
68,384
Dealer offsets to customer derivative positions
1,210,330
15,174
6,485
1,197,364
23,061
4,597
Risk participations
82,099
1
27
90,597
1
8
Mortgage banking - loan commitments
65,628
1,397
16
48,452
1,089
—
Mortgage banking - forward sales commitment
94,643
122
255
81,671
20
658
Bifurcated embedded derivatives
51,935
8,596
—
51,935
9,552
—
Dealer offsets to bifurcated embedded derivatives
51,935
—
10,121
51,935
—
11,164
Total
2,736,716
32,203
64,594
2,699,229
37,184
84,811
Total derivatives
$
5,337,671
$
42,128
$
64,594
$
3,624,740
$
50,352
$
84,811
Total gross derivative instruments
$
42,128
$
64,594
$
50,352
$
84,811
Less: Amounts subject to master netting agreements
(5,857)
(5,857)
(4,683)
(4,683)
Less: Cash collateral received/pledged
(20,280)
(11,210)
(33,921)
(11,330)
Net amount
$
15,991
$
47,527
$
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 September 30, 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 $4.64 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 three quarters of 2024, United entered into additional fair value hedges on stated amounts of closed portfolios of loans and investment securities using the portfolio layer method.
24
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 September 30,
Nine Months Ended September 30,
(in thousands)
2024
2023
2024
2023
Fair value hedges:
AFS securities:
Amounts related to interest settlements on derivatives
$
3,568
$
3,011
$
9,544
5,321
Gain (loss) recognized on derivative
(22,144)
9,139
(12,292)
23,028
Gain (loss) recognized on hedged items
22,983
(8,382)
13,495
(23,671)
Net income recognized on AFS securities fair value hedges
Interest revenue- investment securities
$
4,407
$
3,768
$
10,747
$
4,678
Loans:
Amounts related to interest settlements on derivatives
$
3,986
$
—
$
8,949
$
—
Loss recognized on derivatives
(27,305)
—
(21,680)
—
Gain recognized on hedged items
27,931
—
22,285
—
Net income recognized on loan fair value hedges
Interest revenue - loans, including fees
$
4,612
$
—
$
9,554
$
—
Cash flow hedges:
Long-term debt (1)
Interest expense- long term debt
$
1,441
$
42
$
4,319
$
2,098
(1) Includes premium amortization expense excluded from the assessment of hedge effectiveness of $354,000 and $348,000 for the nine months ended September 30, 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 September 30, 2024 and December 31, 2023 were designated under the portfolio layer method.
(in thousands)
September 30, 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)
$
1,010,045
$
8,822
$
830,955
$
789,908
$
(4,673)
$
655,511
Loans and leases held for investment
4,799,235
24,178
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
25
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
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.
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 September 30,
Nine Months Ended September 30,
(in thousands)
2024
2023
2024
2023
Customer derivatives and dealer offsets
Other noninterest income
$
1,165
$
789
$
1,371
$
1,701
Bifurcated embedded derivatives and dealer offsets
Other noninterest income
(72)
(651)
(263)
(1,658)
Mortgage banking derivatives
Mortgage loan gains and other related fees
(1,947)
1,034
(595)
2,435
Risk participations
Other noninterest income
17
19
16
161
$
(837)
$
1,191
$
529
$
2,639
Credit-Risk-Related Contingent Features
United manages its credit exposure on derivatives transactions by entering into a bilateral credit support agreement with each non-customer counterparty. The credit support agreements require collateralization of exposures beyond specified minimum threshold amounts. The details of these agreements, including the minimum thresholds, vary by counterparty.
United’s agreements with each of its derivative counterparties provide that if either party defaults on any of its indebtedness, then it could also be declared in default on its derivative obligations. The agreements with derivative counterparties also include provisions that if not met, could result in United being declared in default. United has agreements with certain of its derivative counterparties that provide that if United fails to maintain its status as a well-capitalized institution or is subject to a prompt corrective action directive, the counterparty could terminate the derivative positions and United would be required to settle its obligations under the agreements. Derivatives that are centrally cleared do not have credit-risk-related features that would require additional collateral if United’s credit rating were downgraded.
Note 8 – Goodwill and Other Intangible Assets
The carrying amount of goodwill and other intangible assets as of the dates indicated is summarized below.
(in thousands)
September 30, 2024
December 31, 2023
Core deposit intangible
$
100,694
$
104,174
Less: accumulated amortization
(47,779)
(40,495)
Net core deposit intangible
52,915
63,679
Customer relationship intangible
8,400
8,400
Less: accumulated amortization
(2,351)
(1,906)
Net customer relationship intangible
6,049
6,494
Total intangibles subject to amortization, net (1)
58,964
70,173
Goodwill
916,153
919,914
Total goodwill and other intangible assets, net
$
975,117
$
990,087
(1) As intangible assets become fully amortized, they are excluded from balances presented.
At September 30, 2024, FinTrust met the criteria to be classified as held for sale. In the second quarter of 2024, at the time of transfer to held for sale, the carrying amount of FinTrust’s net assets held for sale was compared to fair value, less cost to sell, which resulted in a $5.10 million write-down to the goodwill associated with FinTrust. The write-down is reflected in other noninterest expense for the nine months ended September 30, 2024 in the Consolidated Statements of Income. As of September 30, 2024, FinTrust had total assets of $16.0 million, including $9.06 million of goodwill and a $6.02 million customer relationship intangible included in the table above. When United closed on the sale of FinTrust on October 1, 2024, the related intangibles were disposed of as of that date.
26
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table summarizes the changes in the carrying amounts of goodwill for the periods indicated.
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2024
2023
2024
2023
Balance, beginning of period (1)
$
916,153
$
896,718
$
919,914
$
751,174
Acquisitions
—
23,196
—
168,740
Measurement period adjustment - First Miami (2)
—
—
1,339
—
FinTrust goodwill write-down
—
—
(5,100)
—
Balance, end of period (1)
$
916,153
$
919,914
$
916,153
$
919,914
(1) Goodwill balances are shown net of accumulated impairment losses of $306 million incurred prior to 2023.
(2) See Note 4 for further details.
The estimated aggregate amortization expense for future periods for finite-lived intangibles, excluding the customer relationship intangible associated with FinTrust, is as follows:
(in thousands)
Year
Remainder of 2024
$
3,387
2025
12,272
2026
10,394
2027
8,516
2028
6,734
Thereafter
11,637
Total
$
52,940
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.
27
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Investment Securities
AFS debt securities and equity securities with readily determinable fair values are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include MBS issued by GSEs, municipal bonds, corporate debt securities, asset-backed securities and supranational entity securities and are valued based on observable inputs that include: quoted market prices for similar assets, quoted market prices that are not in an active market, or other inputs that are observable in the market and can be corroborated by observable market data for substantially the full term of the securities. Securities classified as Level 3 include those traded in less liquid markets and are valued based on estimates obtained from broker-dealers that are not directly observable or models which incorporate unobservable inputs.
Deferred Compensation Plan Assets and Liabilities
Included in other assets in the consolidated balance sheet are assets 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.
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.
28
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The table below presents United’s assets and liabilities measured at fair value on a recurring basis as of the dates indicated, aggregated by the level in the fair value hierarchy within which those measurements fall.
(in thousands)
September 30, 2024
Level 1
Level 2
Level 3
Total
Assets:
AFS debt securities:
U.S. Treasuries
$
535,986
$
—
$
—
$
535,986
U.S. Government agencies & GSEs
—
351,807
—
351,807
State and political subdivisions
—
163,604
—
163,604
Residential MBS
—
1,731,364
—
1,731,364
Commercial MBS
—
886,683
—
886,683
Corporate bonds
—
193,294
2,226
195,520
Asset-backed securities
—
158,491
—
158,491
Equity securities with readily determinable fair values
5,794
2,100
—
7,894
Mortgage loans held for sale
—
49,800
—
49,800
Deferred compensation plan assets
14,459
—
—
14,459
Servicing rights for SBA/USDA loans
—
—
4,937
4,937
Residential mortgage servicing rights
—
—
35,378
35,378
Derivative financial instruments
—
31,973
10,155
42,128
Total assets
$
556,239
$
3,569,116
$
52,696
$
4,178,051
Liabilities:
Deferred compensation plan liability
$
14,454
$
—
$
—
$
14,454
Derivative financial instruments
—
54,037
10,557
64,594
Total liabilities
$
14,454
$
54,037
$
10,557
$
79,048
(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
29
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table shows a reconciliation of the beginning and ending balances for the periods indicated for assets measured at fair value on a recurring basis using significant unobservable inputs that are classified as Level 3 values.
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 September 30,
Beginning balance
$
12,933
$
13,313
$
5,247
$
38,014
$
2,197
$
11,872
$
12,564
$
6,148
$
37,194
$
2,183
Additions
1,274
58
235
1,091
—
—
—
525
826
—
Sales and settlements
(2,064)
—
(197)
(1,095)
—
—
—
(418)
(534)
—
Fair value adjustments included in OCI
—
—
—
—
29
—
—
—
—
(4)
Fair value adjustments included in earnings
(1,988)
(2,814)
(348)
(2,632)
—
1,207
1,074
(824)
748
—
Ending balance
$
10,155
$
10,557
$
4,937
$
35,378
$
2,226
$
13,079
$
13,638
$
5,431
$
38,234
$
2,179
Nine Months Ended September 30,
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
4,102
58
750
2,869
—
—
170
1,449
2,306
—
Transfers from Level 2
484
925
—
—
—
—
—
—
—
—
Sales and settlements
(4,381)
—
(751)
(2,892)
—
(11)
—
(869)
(1,482)
—
Fair value adjustments included in OCI
—
—
—
—
21
—
—
—
—
(33)
Fair value adjustments included in earnings
(692)
(1,598)
(506)
(496)
—
1,577
628
(432)
851
—
Ending balance
$
10,155
$
10,557
$
4,937
$
35,378
$
2,226
$
13,079
$
13,638
$
5,431
$
38,234
$
2,179
The following table presents quantitative information about significant Level 3 inputs for fair value on a recurring basis as of the dates indicated.
Level 3 Assets and Liabilities
Valuation Technique
Significant Unobservable Inputs
September 30, 2024
December 31, 2023
Range
Weighted Average
Range
Weighted Average
SBA/USDA loan servicing rights
Discounted cash flow
Discount rate
4.8% - 23.5%
11.8
%
8.4% - 25.0%
16.2
%
Prepayment rate
0.1 - 39.8
20.2
3.5 - 37.4
18.5
Residential mortgage servicing rights
Discounted cash flow
Discount rate
10.0 - 12.5
10.0
10.0 - 15.0
10.0
Prepayment rate
6.5 - 77.7
8.7
6.5 - 29.9
8.0
Corporate bonds
Discounted cash flow
Discount rate
5.7 - 6.4
6.2
6.1 - 6.7
6.5
Derivative assets - mortgage
Internal model
Pull through rate
73.0 - 100
91.1
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)
September 30, 2024
December 31, 2023
Outstanding principal balance
$
48,228
$
31,788
Fair value
49,800
33,008
30
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Gain (Loss) from Change in Fair Value on Mortgage Loans Held for Sale
Location
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2024
2023
2024
2023
Mortgage loan gains and other related fees
$
180
$
209
$
352
$
473
Changes in fair value were mostly offset by hedging activities. An immaterial portion of these amounts was attributable to changes in instrument-specific credit risk.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
United may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from the application of the lower of the amortized cost or fair value accounting or write-downs of individual assets due to impairment. The following table presents the fair value hierarchy and carrying value of assets that were still held as of September 30, 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
September 30, 2024
Loans held for investment
$
—
$
—
$
34,468
$
34,468
FinTrust net assets held for sale
—
—
15,586
15,586
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.
In June 2024, the net assets of FinTrust were transferred to held for sale and therefore were carried at fair value, less cost to sell as of September 30, 2024. The fair value, less cost to sell was based on a probability-weighted discounted cash flow valuation of the consideration included in a sales contract executed in June 2024, which resulted in a $5.10 million write-down to the goodwill associated with FinTrust recorded during the second quarter of 2024. The valuation of the disposal group is categorized as Level 3 as significant unobservable inputs, most notably the probability assessment of realizing revenue-related contingent consideration, were used in the determination of fair value. The sale of FinTrust was completed subsequent to the end of the third quarter on October 1, 2024.
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
31
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
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.
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
September 30, 2024
Assets:
HTM debt securities
$
2,401,877
$
18,474
$
2,042,255
$
—
$
2,060,729
Loans and leases, net
17,758,809
—
—
17,264,089
17,264,089
Liabilities:
Deposits
23,253,102
—
23,246,658
—
23,246,658
Long-term debt
316,363
—
—
305,683
305,683
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
32
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
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 September 30, 2024, the plan covered 1.81 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 nine months ended September 30, 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
514,326
29.30
—
—
Released / Exercised
(205,034)
26.70
$
5,740
(86,010)
20.37
$
637
Cancelled
(80,752)
28.01
(2,353)
26.05
Outstanding at September 30, 2024
1,157,907
29.52
33,672
318,374
21.37
4.5
2,454
Vested / Exercisable at September 30, 2024
—
—
318,374
21.37
4.5
2,454
No compensation expense relating to options was included in earnings for the nine months ended September 30, 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.
For the nine months ended September 30, 2024 and 2023, expense of $7.18 million and $6.54 million, respectively, was recognized related to restricted stock unit and performance stock unit awards granted to United employees, which was included in salaries and employee benefits expense. In addition, for the nine months ended September 30, 2024 and 2023, $546,000 and $555,000, respectively, was recognized in other expense for restricted stock unit awards granted to members of United’s Board.
A deferred income tax benefit related to stock-based compensation expense of $1.95 million and $1.81 million was included in the determination of income tax expense for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, there was $26.5 million of unrecognized expense related to non-vested restricted stock unit and performance stock unit awards granted under the plan. That cost is expected to be recognized over a weighted-average period of 2.7 years.
33
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 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 September 30,
Nine Months Ended September 30,
Affected Line Item in the Statement Where Net Income is Presented
2024
2023
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:
$
(2,235)
$
(2,478)
$
(6,772)
$
(7,964)
Investment securities interest revenue
528
593
1,723
1,917
Income tax expense
$
(1,707)
$
(1,885)
$
(5,049)
$
(6,047)
Net of tax
Reclassifications related to derivative instruments accounted for as cash flow hedges:
Interest rate contracts
$
1,441
$
42
$
4,319
$
2,098
Long-term debt interest expense
(364)
(11)
(1,095)
(536)
Income tax expense
$
1,077
$
31
$
3,224
$
1,562
Net of tax
Amortization of defined benefit pension plan net periodic pension cost components:
Prior service cost
$
(44)
$
(61)
$
(134)
$
(183)
Salaries and employee benefits expense
11
16
34
47
Income tax expense
$
(33)
$
(45)
$
(100)
$
(136)
Net of tax
Total reclassifications for the period
$
(663)
$
(1,899)
$
(1,925)
$
(5,891)
Net of tax
34
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 September 30,
Nine Months Ended September 30,
(in thousands, except per share data)
2024
2023
2024
2023
Net income
$
47,347
$
47,866
$
176,593
$
173,454
Dividends on preferred stock
(1,573)
(1,624)
(4,719)
(5,062)
Discount on preferred shares repurchased
—
792
—
792
Earnings allocated to participating securities
(272)
(259)
(988)
(939)
Net income available to common shareholders
$
45,502
$
46,775
$
170,886
$
168,245
Weighted average shares outstanding:
Basic
119,818
119,506
119,736
116,925
Effect of dilutive securities:
Stock options
84
95
75
141
Restricted stock units
50
23
16
18
Diluted
119,952
119,624
119,827
117,084
Net income per common share:
Basic
$
0.38
$
0.39
$
1.43
$
1.44
Diluted
$
0.38
$
0.39
$
1.43
$
1.44
For the three months ended September 30, 2024, no potentially dilutive shares of common stock issuable upon exercise of stock options were excluded from the computation of earnings per share because of their antidilutive effect. For the three months ended September 30, 2023, United excluded from the computation of earnings per share 1,968 potentially dilutive shares of common stock issuable upon exercise of stock options because of their antidilutive effect.
Note 13 – Regulatory Matters
As of September 30, 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 September 30, 2024, and there have been no conditions or events since quarter-end that would change the status of well-capitalized.
35
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Regulatory capital ratios at September 30, 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
September 30, 2024
December 31, 2023
September 30, 2024
December 31, 2023
Risk-based ratios:
CET1 capital
4.5
%
6.5
%
13.07
%
12.16
%
13.06
%
12.22
%
Tier 1 capital
6.0
8.0
13.53
12.60
13.06
12.22
Total capital
8.0
10.0
15.31
14.49
14.08
13.23
Leverage ratio
4.0
5.0
9.99
9.47
9.62
9.17
CET1 capital
$
2,541,702
$
2,432,518
$
2,527,187
$
2,435,962
Tier 1 capital
2,629,968
2,520,784
2,527,187
2,435,962
Total capital
2,976,156
2,898,474
2,726,029
2,638,009
Risk-weighted assets
19,445,156
20,007,236
19,354,392
19,933,429
Average total assets for the leverage ratio
26,318,046
26,621,561
26,264,897
26,563,946
(1) As of September 30, 2024 and December 31, 2023, the minimum ratios as presented were subject to an additional capital conservation buffer of 2.50%
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. 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.
For certain purchase card and credit card agreements between United customers and a third party institution, in the case of the borrower’s default, United will make the holder of the loan whole. As of September 30, 2024, the outstanding balance of these purchase and credit card loans totaled $4.34 million.
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
36
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
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
September 30, 2024
December 31, 2023
Investments in LIHTC:
Carrying amount
Other assets
$
54,161
$
48,867
Amount of future funding commitments included in carrying amount
Other liabilities
19,147
14,176
Lending exposure
Loans and leases held for investment
10,988
803
Renewable energy investments:
Carrying amount
Other assets
3,373
18,631
Amount of future funding commitments (1)
N/A
13,214
14,406
Fintech funds and certain other equity method investments:
Carrying amount
Other assets
35,962
33,720
Amount of future funding commitments not included in carrying amount
N/A
28,518
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.
The following table presents a summary of tax credits and amortization expense associated with the United’s tax credit investment activity.
(in thousands)
Income Statement Location
Three Months Ended September 30, 2024
Nine Months Ended September 30, 2024
Investments in LIHTC:
Income tax credits and other income tax benefits
Income tax expense
$
(1,996)
$
(5,989)
Amortization expense
Income tax expense
1,831
5,398
Note 15 – Common Stock
In August of 2024, the Board approved an increase of the common stock repurchase authority under United’s common stock repurchase program to $100 million and approved the extension of the program through December 31, 2025. During the three and nine months ended September 30, 2024 and 2023, no shares were repurchased under the program. As of September 30, 2024, United had remaining authorization to repurchase up to $100 million of outstanding common stock under the program.
37
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion of our financial condition at September 30, 2024 and December 31, 2023 and our results of operations for the three and nine months ended September 30, 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 primarily through the operation of 202 banking offices throughout Georgia, South Carolina, North Carolina, Tennessee, Florida and Alabama. We have grown organically as well as through strategic acquisitions. At September 30, 2024, we had consolidated total assets of $27.4 billion and 3,010 full-time equivalent employees.
Recent Developments
•Effective May 2024, we officially moved our holding company headquarters from Blairsville, Georgia to Greenville, South Carolina.
•Effective June 2024, the Bank changed its primary federal regulator from the FDIC to the Federal Reserve.
•Effective August 6, 2024, we transferred the listing of our securities from NASDAQ to the New York Stock Exchange. Our common shares are now listed under the trading symbol UCB and our preferred Series I depositary shares are now listed under the trading symbol UCB PRI.
•During the second quarter of 2024, we entered into an agreement to sell FinTrust, which closed subsequent to the end of the third quarter on October 1, 2024.
•During the third quarter of 2024, we sold $303 million of manufactured housing loans, which was substantially all of that portfolio. As a result of the sale, we recorded a charge-off of $11.0 million, which is reflected in the loans sold amount, and a pre-tax loss on sale of the loans of $27.2 million, reflected in noninterest income. Our manufactured housing loan portfolio came to us through the acquisition of Reliant Bank in January 2022 and we discontinued originating those loans in the third quarter of 2023. Selling the portfolio reduced risk and allowed us to redirect our management and capital resources to activities that better align with our strategic objectives.
Results of Operations
We reported net income and diluted earnings per common share of $47.3 million and $0.38, respectively, for the third quarter of 2024, compared to $47.9 million and $0.39, respectively, for the same period in 2023. The third quarter of 2024 included a $27.2 million loss on the manufactured housing loan sale, which was partially offset by a decrease in provision for credit losses of $15.8 million and an increase in net interest revenue of $6.63 million.
Net interest revenue increased to $209 million for the third quarter of 2024, compared to $203 million for the third quarter of 2023. Taxable equivalent interest revenue increased $26.0 million mostly resulting from higher interest rates earned on our average loan and securities portfolios. The increase resulted from the replacement of lower-yielding fixed-rate asset runoff with higher-yielding market rate instruments and earnings from fair value hedges on certain AFS investment securities and loans. The increase in interest revenue was partially offset by an increase in interest expense of $19.3 million mostly resulting from interest-bearing deposit growth in combination with higher rates paid on those deposits. For the third quarter of 2024, our net interest spread increased seven basis points to 2.30% and our net interest margin increased nine basis points to 3.33% compared to the same period of 2023. The increases in net interest spread and net interest margin reflect the increase in yield on interest-earning assets, as discussed, in combination with less steep increases in deposit rates compared to the third quarter of 2023.
We recorded a provision for credit losses of $14.4 million for the third quarter of 2024, compared to a provision of $30.3 million for the third quarter of 2023. The provision for the third quarter of 2023 was elevated due to a $19.0 million charge off taken during this quarter and a $4.01 million provision for the establishment of the initial ACL for First Miami non-PCD loans and unfunded commitments. The provision for credit losses for the third quarter of 2024 is indicative of the impact of an improving economic
38
forecast and slower loan growth, partly offset by a special provision of $9.89 million related to expected losses in nine counties in western North Carolina severely affected by Hurricane Helene. The provision for unfunded commitments for the quarter was a negative $1.49 million due to a decrease in the amount of unfunded commitments, particularly commercial construction commitments.
Noninterest income of $8.09 million for the third quarter of 2024 decreased by $23.9 million compared to the third quarter of 2023 mostly driven by the loss on the manufactured housing loan sale and a negative fair value adjustment, including decay, to our mortgage servicing asset of $3.07 million. These reductions in noninterest income were partially offset by gains on other investments compared to losses in the third quarter of 2023, which resulted in a $2.43 million increase in income, and an increase in other noninterest income of $3.55 million. Other noninterest income in the third quarter of 2023 was negatively impacted by a $1.00 million loss on the sale of two of our Tennessee branches and $912,000 more in collateral charges related to our derivative positions.
For the third quarter of 2024, noninterest expenses of $143 million decreased $1.41 million, or 1%, compared to the same period of 2023. The decrease was primarily attributable to a decrease in merger-related and other charges of $6.99 million due to the lack of merger activity in 2024, which was partially offset by a $2.36 million increase in salaries and employee benefits and a $1.72 million increase in communications and equipment expense.
For the nine months ended September 30, 2024 and 2023, we reported net income of $177 million and $173 million, respectively, and diluted earnings per common share of $1.43 and $1.44, respectively. Net interest revenue and net interest margin for the nine months ended September 30, 2024 were $617 million and 3.30%, respectively, compared to $614 million and 3.41%, respectively, for the same period in 2023. In addition to the factors affecting the third quarter of 2024, results of operations for the nine months ended September 30, 2024 include a $5.10 million goodwill write-down associated with the transfer of FinTrust to held-for-sale, a $1.37 million increase in BOLI income related to death benefits recognized in the first and third quarters of 2024 and higher FDIC assessment expense of $4.58 million, which is attributable to the FDIC special assessment and an increase in our assessment base. The nine months ended September 30, 2024 also reflects an additional six months of salaries and benefits and occupancy expense attributable to the addition of First Miami employees and branches on July 1, 2023.
Results for the third quarter and first nine months of 2024 are discussed in further detail throughout the following sections of MD&A.
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 “noninterest income - operating,” “noninterest expense - operating,” “net income – operating,” “diluted income per common share – operating,” “return on common equity – operating,” “return on tangible common equity – operating,” “return on assets – operating” 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.
39
UNITED COMMUNITY BANKS, INC.
Table 1 - Financial Highlights
(dollars in thousands, except per share data)
2024
2023
Third Quarter
2024 - 2023 Change
For the Nine Months Ended September 30,
YTD Change
Third Quarter
Second Quarter
First Quarter
Fourth Quarter
Third Quarter
2024
2023
INCOME SUMMARY
Interest revenue
$
349,086
$
346,965
$
336,728
$
338,698
$
323,147
$
1,032,779
$
898,409
Interest expense
139,900
138,265
137,579
135,245
120,591
415,744
284,097
Net interest revenue
209,186
208,700
199,149
203,453
202,556
3
%
617,035
614,312
—
%
Provision for credit losses
14,428
12,235
12,899
14,626
30,268
39,562
74,804
Noninterest income
8,091
36,556
39,587
(23,090)
31,977
(75)
84,234
98,573
(15)
Total revenue
202,849
233,021
225,837
165,737
204,265
(1)
661,707
638,081
4
Noninterest expenses
143,065
147,044
145,002
154,587
144,474
(1)
435,111
416,686
4
Income before income tax expense
59,784
85,977
80,835
11,150
59,791
—
226,596
221,395
2
Income tax expense
12,437
19,362
18,204
(2,940)
11,925
4
50,003
47,941
4
Net income
47,347
66,615
62,631
14,090
47,866
(1)
176,593
173,454
2
Non-operating items
29,385
6,493
2,187
67,450
9,168
38,065
21,444
Income tax benefit of non-operating items
(6,276)
(1,462)
(493)
(16,714)
(2,000)
(8,231)
(4,775)
Net income - operating (1)
$
70,456
$
71,646
$
64,325
$
64,826
$
55,034
28
$
206,427
$
190,123
9
PERFORMANCE MEASURES
Per common share:
Diluted net income - GAAP
$
0.38
$
0.54
$
0.51
$
0.11
$
0.39
(3)
$
1.43
$
1.44
(1)
Diluted net income - operating (1)
0.57
0.58
0.52
0.53
0.45
27
1.67
1.58
6
Cash dividends declared
0.24
0.23
0.23
0.23
0.23
4
0.70
0.69
1
Book value
27.68
27.18
26.83
26.52
25.87
7
27.68
25.87
7
Tangible book value (3)
19.66
19.13
18.71
18.39
17.70
11
19.66
17.70
11
Key performance ratios:
Return on common equity - GAAP (2)(4)
5.20
%
7.53
%
7.14
%
1.44
%
5.32
%
6.61
%
6.69
%
Return on common equity - operating (1)(2)(4)
7.82
8.12
7.34
7.27
6.14
7.76
7.35
Return on tangible common equity - operating (1)(2)(3)(4)
11.17
11.68
10.68
10.58
9.03
11.18
10.65
Return on assets - GAAP (4)
0.67
0.97
0.90
0.18
0.68
0.85
0.86
Return on assets - operating (1)(4)
1.01
1.04
0.93
0.92
0.79
0.99
0.95
Net interest margin (FTE) (4)
3.33
3.37
3.20
3.19
3.24
3.30
3.41
Efficiency ratio - GAAP
65.51
59.70
60.47
66.33
61.32
61.76
58.06
Efficiency ratio - operating (1)
57.37
57.06
59.15
59.57
57.43
57.84
55.07
Equity to total assets
12.45
12.35
12.06
11.95
11.85
12.45
11.85
Tangible common equity to tangible assets (3)
8.93
8.78
8.49
8.36
8.18
8.93
8.18
ASSET QUALITY
NPAs
$
114,960
$
116,722
$
107,230
$
92,877
$
90,883
26
$
114,960
$
90,883
26
ACL - loans
205,290
213,022
210,934
208,071
201,557
2
205,290
201,557
2
Net charge-offs
23,651
11,614
12,908
10,122
26,638
48,173
42,121
ACL - loans to loans
1.14
%
1.17
%
1.15
%
1.14
%
1.11
%
1.14
%
1.11
%
Net charge-offs to average loans (4)
0.52
0.26
0.28
0.22
0.59
0.35
0.32
NPAs to total assets
0.42
0.43
0.39
0.34
0.34
0.42
0.34
AT PERIOD END($ in millions)
Loans
$
17,964
$
18,211
$
18,375
$
18,319
$
18,203
(1)
$
17,964
$
18,203
(1)
Investment securities
6,425
6,038
5,859
5,822
5,701
13
6,425
5,701
13
Total assets
27,373
27,057
27,365
27,297
26,869
2
27,373
26,869
2
Deposits
23,253
22,982
23,332
23,311
22,858
2
23,253
22,858
2
Shareholders’ equity
3,407
3,343
3,300
3,262
3,184
7
3,407
3,184
7
Common shares outstanding (thousands)
119,283
119,175
119,137
119,010
118,976
—
119,283
118,976
—
(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.
40
UNITED COMMUNITY BANKS, INC.
Table 1 (Continued) - Financial Highlights
Non-GAAP Performance Measures Reconciliation
(dollars in thousands, except per share data)
2024
2023
For the Nine Months Ended September 30,
Third Quarter
Second Quarter
First Quarter
Fourth Quarter
Third Quarter
2024
2023
Noninterest income reconciliation
Noninterest income (GAAP)
$
8,091
$
36,556
$
39,587
$
(23,090)
$
31,977
$
84,234
$
98,573
Loss on sale of manufactured housing loans
27,209
—
—
—
—
27,209
—
Gain on lease termination
—
—
(2,400)
—
—
(2,400)
—
Bond portfolio restructuring loss
—
—
—
51,689
—
—
—
Noninterest income - operating
$
35,300
$
36,556
$
37,187
$
28,599
$
31,977
$
109,043
$
98,573
Noninterest expense reconciliation
Noninterest expenses (GAAP)
$
143,065
$
147,044
$
145,002
$
154,587
$
144,474
$
435,111
$
416,686
Loss on FinTrust (goodwill impairment)
—
(5,100)
—
—
—
(5,100)
—
FDIC special assessment
—
764
(2,500)
(9,995)
—
(1,736)
—
Merger-related and other charges
(2,176)
(2,157)
(2,087)
(5,766)
(9,168)
(6,420)
(21,444)
Noninterest expenses - operating
$
140,889
$
140,551
$
140,415
$
138,826
$
135,306
$
421,855
$
395,242
Net income to operating income reconciliation
Net income (GAAP)
$
47,347
$
66,615
$
62,631
$
14,090
$
47,866
$
176,593
$
173,454
Loss on sale of manufactured housing loans
27,209
—
—
—
—
27,209
—
Bond portfolio restructuring loss
—
—
—
51,689
—
—
—
Gain on lease termination
—
—
(2,400)
—
—
(2,400)
—
Loss on FinTrust (goodwill impairment)
—
5,100
—
—
—
5,100
—
FDIC special assessment
—
(764)
2,500
9,995
—
1,736
—
Merger-related and other charges
2,176
2,157
2,087
5,766
9,168
6,420
21,444
Income tax benefit of non-operating items
(6,276)
(1,462)
(493)
(16,714)
(2,000)
(8,231)
(4,775)
Net income - operating
$
70,456
$
71,646
$
64,325
$
64,826
$
55,034
$
206,427
$
190,123
Diluted income per common share reconciliation
Diluted income per common share (GAAP)
$
0.38
$
0.54
$
0.51
$
0.11
$
0.39
$
1.43
$
1.44
Loss on sale of manufactured housing loans
0.18
—
—
—
—
0.18
—
Bond portfolio restructuring loss
—
—
—
0.32
—
—
—
Gain on lease termination
—
—
(0.02)
—
—
(0.02)
—
Loss on FinTrust (goodwill impairment)
—
0.03
—
—
—
0.03
—
FDIC special assessment
—
—
0.02
0.06
—
0.01
—
Merger-related and other charges
0.01
0.01
0.01
0.04
0.06
0.04
0.14
Diluted income per common share - operating
$
0.57
$
0.58
$
0.52
$
0.53
$
0.45
$
1.67
$
1.58
Book value per common share reconciliation
Book value per common share (GAAP)
$
27.68
$
27.18
$
26.83
$
26.52
$
25.87
$
27.68
$
25.87
Effect of goodwill and other intangibles
(8.02)
(8.05)
(8.12)
(8.13)
(8.17)
(8.02)
(8.17)
Tangible book value per common share
$
19.66
$
19.13
$
18.71
$
18.39
$
17.70
$
19.66
$
17.70
Return on tangible common equity reconciliation
Return on common equity (GAAP)
5.20
%
7.53
%
7.14
%
1.44
%
5.32
%
6.61
%
6.69
%
Loss on sale of manufactured housing loans
2.43
—
—
—
—
0.82
—
Bond portfolio restructuring loss
—
—
—
4.47
—
—
—
Gain on lease termination
—
—
(0.22)
—
—
(0.07)
—
Loss on FinTrust (goodwill impairment)
—
0.46
—
—
—
0.16
—
FDIC special assessment
—
(0.07)
0.23
0.86
—
0.05
—
Merger-related and other charges
0.19
0.20
0.19
0.50
0.82
0.19
0.66
Return on common equity - operating
7.82
8.12
7.34
7.27
6.14
7.76
7.35
Effect of goodwill and other intangibles
3.35
3.56
3.34
3.31
2.89
3.42
3.30
Return on tangible common equity - operating
11.17
%
11.68
%
10.68
%
10.58
%
9.03
%
11.18
%
10.65
%
41
UNITED COMMUNITY BANKS, INC.
Table 1 (Continued) - Financial Highlights
Non-GAAP Performance Measures Reconciliation
(dollars in thousands, except per share data)
2024
2023
For the Nine Months Ended September 30,
Third Quarter
Second Quarter
First Quarter
Fourth Quarter
Third Quarter
2024
2023
Return on assets reconciliation
Return on assets (GAAP)
0.67
%
0.97
%
0.90
%
0.18
%
0.68
%
0.85
%
0.86
%
Loss on sale of manufactured housing loans
0.31
—
—
—
—
0.10
—
Bond portfolio restructuring loss
—
—
—
0.57
—
—
—
Gain on lease termination
—
—
(0.03)
—
—
(0.01)
—
Loss on FinTrust (goodwill impairment)
—
0.06
—
—
—
0.02
—
FDIC special assessment
—
(0.01)
0.03
0.11
—
0.01
—
Merger-related and other charges
0.03
0.02
0.03
0.06
0.11
0.02
0.09
Return on assets - operating
1.01
%
1.04
%
0.93
%
0.92
%
0.79
%
0.99
%
0.95
%
Efficiency ratio reconciliation
Efficiency ratio (GAAP)
65.51
%
59.70
%
60.47
%
66.33
%
61.32
%
61.76
%
58.06
%
Loss on sale of manufactured housing loans
(7.15)
—
—
—
—
(2.25)
—
Gain on lease termination
—
—
0.60
—
—
0.21
—
Loss on FinTrust (goodwill impairment)
—
(2.07)
—
—
—
(0.73)
—
FDIC special assessment
—
0.31
(1.05)
(4.29)
—
(0.24)
—
Merger-related and other charges
(0.99)
(0.88)
(0.87)
(2.47)
(3.89)
(0.91)
(2.99)
Efficiency ratio - operating
57.37
%
57.06
%
59.15
%
59.57
%
57.43
%
57.84
%
55.07
%
Tangible common equity to tangible assets reconciliation
Equity to total assets (GAAP)
12.45
%
12.35
%
12.06
%
11.95
%
11.85
%
12.45
%
11.85
%
Effect of goodwill and other intangibles
(3.20)
(3.24)
(3.25)
(3.27)
(3.33)
(3.20)
(3.33)
Effect of preferred equity
(0.32)
(0.33)
(0.32)
(0.32)
(0.34)
(0.32)
(0.34)
Tangible common equity to tangible assets
8.93
%
8.78
%
8.49
%
8.36
%
8.18
%
8.93
%
8.18
%
42
Net Interest Revenue
For the quarter:
FTE net interest revenue for the third quarter of 2024 was $210 million, an increase of $6.66 million from the same period in 2023. The increase was primarily driven by increases in average rates earned on loans and taxable securities, which increased 40 basis points and 42 basis points, respectively. This was the primary driver in the increase in interest revenue on earning assets of $26.0 million.
Loan interest revenue increased $17.4 million compared to the third quarter of 2023. The increase in yield on average loans was attributable to rising rates, including the impact of the replacement of lower-yielding fixed rate asset runoff with higher-yielding market rate instruments, and $4.61 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. These increases were partially offset by a decrease in the average daily balance of loans, primarily due to slow loan growth and the sale of substantially all of our manufactured housing loans at the end of August 2024, and a decrease in purchased loan discount accretion of $1.22 million compared to the third quarter of 2023. Purchased loan discount accretion for the third quarters of 2024 and 2023 totaled $4.39 million and $5.61 million, respectively.
FTE interest revenue on securities increased $8.26 million compared to the same period of last year, driven by the increase in the average interest rate earned on taxable securities which 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. The hedges contributed $4.41 million and $3.77 million, respectively, in earnings in third quarter 2024 and 2023.
Interest expense for the third quarter of 2024 increased $19.3 million compared to the same quarter of 2023. The average daily balance of interest-bearing deposits increased $892 million compared to the third quarter of 2023 and the average rate paid on those deposits increased 32 basis points, resulting in a $19.4 million increase in deposit interest expense. The growth in interest-bearing deposits is attributable to organic growth and deposit migration from noninterest-bearing deposit accounts. 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. As a result, we have been able to reduce our utilization of higher interest rate brokered deposits, the interest expense for which decreased $1.65 million compared to the third quarter of 2023, partially offsetting the increased interest expense on customer deposits. The growth in our deposit base has also allowed us to reduce our utilization of more costly short-term borrowings and FHLB advances, as the average balances of these combined decreased $42.3 million compared to the third quarter of 2023, resulting in a reduction in interest expense on these types of borrowings.
When compared to the third quarter of 2023, our net interest rate spread increased seven basis points to 2.30% and our net interest margin increased nine basis points to 3.33%. The increase is mostly driven by the increase in interest rates on our interest-earning assets, which includes the positive impact of our fair value hedges on certain AFS securities and loans, which exceeded the increase in the rates paid on interest-bearing deposits.
For the nine months ended:
FTE net interest revenue for the first nine months of 2024 and 2023 was $620 million and $617 million, respectively. Net interest revenue included $14.4 million in purchased loan accretion for both the first nine months of 2024 and 2023. Net interest revenue for the first nine months of 2024 also included an increase in earnings from the AFS securities fair value hedges of $6.07 million and $9.55 million in earnings from the loan fair value hedges.
In addition to the factors influencing the quarter, the acquisition of First Miami on July 1, 2023 impacted the nine months ended September 30, 2024 as First Miami added $577 million in loans and $865 million in deposits, including $637 million of interest-bearing deposits, as of the acquisition date.
During the first nine months of 2024, our net interest spread decreased 24 basis points and our net interest margin decreased by 11 basis points compared to the same period of 2023. The compression in net interest rate spread and net interest margin for the nine months ended September 30, 2024 compared to that of 2023 resulted primarily from the cumulative effect of rising interest rates paid on deposits over the last several quarters as compared to that of last year, combined with the increases in interest-bearing deposits from organic growth, interest-bearing deposits received from First Miami and migration from our non-interest bearing deposits. For the nine months ended September 30, 2024 and 2023, the average daily balance of noninterest bearing deposits comprised 27% and 33%, respectively, of total deposits.
43
Table 2 - Average Consolidated Balance Sheets and Net Interest Analysis
For the Three Months Ended September 30,
(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)
$
18,051,741
$
291,164
6.42
%
$
18,055,402
$
273,800
6.02
%
Taxable securities (3)
6,182,164
51,284
3.32
5,933,708
43,007
2.90
Tax-exempt securities (FTE) (1)(3)
361,359
2,292
2.54
368,148
2,313
2.51
Federal funds sold and other interest-earning assets
505,792
5,440
4.28
538,039
5,093
3.76
Total interest-earning assets (FTE)
25,101,056
350,180
5.55
24,895,297
324,213
5.17
Noninterest-earning assets:
Allowance for credit losses
(215,008)
(209,472)
Cash and due from banks
206,995
225,831
Premises and equipment
399,262
367,217
Other assets (3)
1,615,468
1,568,824
Total assets
$
27,107,773
$
26,847,697
Liabilities and Shareholders' Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand
$
5,797,845
43,401
2.98
$
5,285,513
35,613
2.67
Money market
6,342,455
56,874
3.57
5,622,355
46,884
3.31
Savings
1,126,774
672
0.24
1,301,047
868
0.26
Time
3,465,980
34,560
3.97
3,473,191
31,072
3.55
Brokered time deposits
50,364
642
5.07
209,119
2,296
4.36
Total interest-bearing deposits
16,783,418
136,149
3.23
15,891,225
116,733
2.91
Federal funds purchased and other borrowings
1,899
27
5.66
44,164
189
1.70
Federal Home Loan Bank advances
11
—
—
—
—
—
Long-term debt
323,544
3,724
4.58
324,770
3,669
4.48
Total borrowed funds
325,454
3,751
4.59
368,934
3,858
4.15
Total interest-bearing liabilities
17,108,872
139,900
3.25
16,260,159
120,591
2.94
Noninterest-bearing liabilities:
Noninterest-bearing deposits
6,239,926
6,916,272
Other liabilities
391,574
435,592
Total liabilities
23,740,372
23,612,023
Shareholders' equity
3,367,401
3,235,674
Total liabilities and shareholders' equity
$
27,107,773
$
26,847,697
Net interest revenue (FTE)
$
210,280
$
203,622
Net interest-rate spread (FTE)
2.30
%
2.23
%
Net interest margin (FTE) (4)
3.33
%
3.24
%
(1)Interest revenue on tax-exempt securities and loans includes a taxable-equivalent adjustment to reflect comparable interest on taxable securities and loans. The FTE adjustment totaled $1.09 million and $1.07 million, respectively, for the three months ended September 30, 2024 and 2023. The tax rate used to calculate the adjustment was 25% in 2024 and 26% in 2023, 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 AFS securities, including those related to the transfer from AFS to HTM, have been reclassified to other assets. Pretax unrealized losses of $295 million in 2024 and $430 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.
44
Table 3 - Average Consolidated Balance Sheets and Net Interest Analysis
For the Nine Months Ended September 30,
(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)
$
18,187,790
$
866,502
6.36
%
$
17,377,210
$
760,802
5.85
%
Taxable securities (3)
5,988,368
144,363
3.21
5,982,615
120,212
2.68
Tax-exempt securities (FTE) (1)(3)
363,692
6,876
2.52
386,499
7,470
2.58
Federal funds sold and other interest-earning assets
559,786
18,256
4.36
490,703
13,103
3.57
Total interest-earning assets (FTE)
25,099,636
1,035,997
5.51
24,237,027
901,587
4.97
Non-interest-earning assets:
Allowance for loan losses
(214,372)
(186,428)
Cash and due from banks
210,982
249,411
Premises and equipment
392,561
347,514
Other assets (3)
1,613,118
1,518,503
Total assets
$
27,101,925
$
26,166,027
Liabilities and Shareholders' Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand
$
5,913,566
133,522
3.02
$
4,891,214
80,809
2.21
Money market
6,092,649
160,883
3.53
5,349,265
105,430
2.64
Savings
1,159,982
2,065
0.24
1,341,033
2,108
0.21
Time
3,535,343
106,199
4.01
2,936,873
65,856
3.00
Brokered time deposits
50,343
1,726
4.58
280,293
9,608
4.58
Total interest-bearing deposits
16,751,883
404,395
3.22
14,798,678
263,811
2.38
Federal funds purchased and other borrowings
2,001
87
5.81
98,884
3,186
4.31
Federal Home Loan Bank advances
5
—
—
166,355
5,761
4.63
Long-term debt
324,414
11,262
4.64
324,737
11,339
4.67
Total borrowed funds
326,420
11,349
4.64
589,976
20,286
4.60
Total interest-bearing liabilities
17,078,303
415,744
3.25
15,388,654
284,097
2.47
Noninterest-bearing liabilities:
Noninterest-bearing deposits
6,306,919
7,226,096
Other liabilities
394,323
393,048
Total liabilities
23,779,545
23,007,798
Shareholders' equity
3,322,380
3,158,229
Total liabilities and shareholders' equity
$
27,101,925
$
26,166,027
Net interest revenue (FTE)
$
620,253
$
617,490
Net interest-rate spread (FTE)
2.26
%
2.50
%
Net interest margin (FTE) (4)
3.30
%
3.41
%
(1)Interest revenue on tax-exempt securities and loans includes a taxable-equivalent adjustment to reflect comparable interest on taxable securities and loans. The FTE adjustment totaled $3.22 million and $3.18 million, respectively, for the nine months ended September 30, 2024 and 2023. The tax rate used to calculate the adjustment was 25% in 2024 and 26% in 2023, 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 gains and losses on AFS securities, including those related to the transfer from AFS to HTM, have been reclassified to other assets. Pretax unrealized losses of $320 million and $413 million in 2024 and 2023, respectively, are included in other assets for purposes of this presentation.
(4)Net interest margin is taxable equivalent net-interest revenue divided by average interest-earning assets.
45
The following table shows the relative effect on net interest revenue for changes in the average outstanding amounts (volume) of interest-earning assets and interest-bearing liabilities and the rates earned and paid on such assets and liabilities (rate). Variances resulting from a combination of changes in rate and volume are allocated in proportion to the absolute dollar amounts of the change in each category.
Table 4 - Change in Interest Revenue and Expense on a FTE Basis
(in thousands)
Three Months Ended September 30, 2024
Nine Months Ended September 30, 2024
Compared to 2023 Increase (Decrease) Due to Changes in
Volume
Rate
Total
Volume
Rate
Total
Interest-earning assets:
Loans (FTE)
$
(56)
$
17,420
$
17,364
$
36,571
$
69,129
$
105,700
Taxable securities
1,859
6,418
8,277
116
24,035
24,151
Tax-exempt securities (FTE)
(43)
22
(21)
(434)
(160)
(594)
Federal funds sold and other interest-earning assets
(319)
666
347
2,010
3,143
5,153
Total interest-earning assets (FTE)
1,441
24,526
25,967
38,263
96,147
134,410
Interest-bearing liabilities:
NOW and interest-bearing demand accounts
3,631
4,157
7,788
19,139
33,574
52,713
Money market accounts
6,290
3,700
9,990
16,097
39,356
55,453
Savings deposits
(109)
(87)
(196)
(304)
261
(43)
Time deposits
(65)
3,553
3,488
15,129
25,214
40,343
Brokered time deposits
(1,975)
321
(1,654)
(7,884)
2
(7,882)
Total interest-bearing deposits
7,772
11,644
19,416
42,177
98,407
140,584
Federal funds purchased & other borrowings
(303)
141
(162)
(3,926)
827
(3,099)
FHLB advances
—
—
—
(5,761)
—
(5,761)
Long-term debt
(14)
69
55
(11)
(66)
(77)
Total borrowed funds
(317)
210
(107)
(9,698)
761
(8,937)
Total interest-bearing liabilities
7,455
11,854
19,309
32,479
99,168
131,647
Change in net interest revenue (FTE)
$
(6,014)
$
12,672
$
6,658
$
5,784
$
(3,021)
$
2,763
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 is determined using our CECL 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 $14.4 million and $39.6 million, respectively, for the three and nine months ended September 30, 2024, compared to $30.3 million and $74.8 million, respectively, for the same periods of 2023.
The provision for the three and nine months ended September 30, 2024 included an additional allowance of approximately $9.89 million for loans to borrowers in counties in western North Carolina that were most severely impacted by Hurricane Helene in late September.
The provision for the three and nine months ended September 30, 2023 provided for a $19.0 million loss related to one relationship with a wholesale oil distributor and the initial provision for credit losses on First Miami non-PCD loans and unfunded commitments of
46
$4.01 million. Additionally, the provision recorded for the first nine months of 2023 also included the initial provision for credit losses on Progress non-PCD loans and unfunded commitments of $10.4 million.
The table below shows the main components of provision expense for the periods indicated. The decrease in other provision expense for the three and nine months ended September 30, 2024 compared to 2023 was mostly attributable to a more favorable economic forecast, slower loan growth and a decline in unfunded commitments.
Table 5 - Provision for Credit Losses
(in thousands)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Components of provision expense:
Acquisition related non-PCD loan and unfunded commitment provision
$
—
$
4,005
$
—
$
14,452
Allowance established for Hurricane Helene impacted areas of North Carolina
9,891
—
9,891
—
Individually significant loan losses during period
—
19,026
—
19,026
Other (i.e., loan growth, net charge-off coverage and change in forecast)
4,537
7,237
29,671
41,326
Total provision expense
$
14,428
$
30,268
$
39,562
$
74,804
Additional discussion on credit quality and the ACL is included in the “Asset Quality and Risk Elements” section of MD&A in this Report.
Noninterest Income
The following table presents the components of noninterest income for the periods indicated.
Table 6 - Noninterest Income
(dollars in thousands)
Three Months Ended September 30,
Change
Nine Months Ended September 30,
Change
2024
2023
Amount
Percent
2024
2023
Amount
Percent
Service charges and fees:
Overdraft fees
$
3,603
$
3,214
$
389
12
%
$
9,977
$
8,470
$
1,507
18
%
ATM and debit card fees
3,833
4,145
(312)
(8)
11,277
11,857
(580)
(5)
Other service charges and fees
3,052
2,956
96
3
9,118
8,464
654
8
Total service charges and fees
10,488
10,315
173
2
30,372
28,791
1,581
5
Mortgage loan gains and related fees
3,520
6,159
(2,639)
(43)
17,830
17,264
566
3
Wealth management fees
6,338
6,451
(113)
(2)
19,037
17,775
1,262
7
Gains on sales of other loans
(25,700)
2,688
(28,388)
(22,867)
6,909
(29,776)
Lending and loan servicing fees
3,512
2,985
527
18
11,050
9,979
1,071
11
Securities losses, net
—
—
—
—
(1,644)
1,644
Other noninterest income:
Customer derivative fees
1,139
806
333
41
1,577
1,963
(386)
(20)
Other investment gains
1,182
(1,245)
2,427
4,130
909
3,221
BOLI
2,571
2,711
(140)
(5)
7,375
6,007
1,368
23
Treasury management income
1,755
1,372
383
28
4,943
3,623
1,320
36
Other
3,286
(265)
3,551
10,787
6,997
3,790
54
Total other noninterest income
9,933
3,379
6,554
28,812
19,499
9,313
Total noninterest income
$
8,091
$
31,977
$
(23,886)
(75)
$
84,234
$
98,573
$
(14,339)
(15)
Overdraft fees for the third quarter and first nine months of 2024 increased compared to the same periods of 2023, driven by higher overdraft transaction volume.
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
47
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 decrease in mortgage loan gains and related fees for the three months ended September 30, 2024 was primarily a result of negative fair value adjustments to our mortgage servicing asset partially offset by higher gains on mortgage sales. During the third quarter of 2024, we recorded a negative fair value adjustment, including decay, to the mortgage servicing rights asset of $3.07 million, compared to an $214,000 positive fair value adjustment, including decay, during the third quarter of 2023. During the nine months ended September 30, 2024, mortgage loan gains and related fees increased 3% compared to the same period of 2023 as higher gains on sales more than offset higher negative fair value adjustments recorded on our mortgage servicing asset.
Table 7 - Mortgage Loan Metrics
(dollars in thousands)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
% Change
2024
2023
% Change
Mortgage rate locks
$
306,281
$
304,415
1
%
$
860,793
$
943,886
(9)
%
# of mortgage rate locks
875
846
3
2,540
2,668
(5)
Mortgage loans sold
$
171,692
$
108,420
58
$
442,282
$
329,444
34
# of mortgage loans sold
571
377
51
1,490
1,154
29
Mortgage loans originated:
Purchases
$
212,470
$
184,608
15
$
551,755
$
610,036
(10)
Refinances
26,186
26,860
(3)
72,737
89,339
(19)
Total
$
238,656
$
211,468
13
$
624,492
$
699,375
(11)
# of mortgage loans originated
681
614
11
1,813
1,969
(8)
The increase in wealth management fees for the nine months ended September 30, 2024 is mostly attributable to the addition of First Miami’s assets under management starting July 1, 2023. Our total assets under management and advisement as of September 30, 2024 totaled $5.59 billion, $2.46 billion of which were attributable to FinTrust. Subsequent to the end of the third quarter of 2024, on October 1, 2024, we completed the sale of FinTrust.
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. In addition, during the third quarter of 2024, we sold the substantially all of our manufactured housing loan portfolio, the details of which are included in the table below. This portfolio was part of the Reliant Bancorp, Inc. acquisition, which closed in January 2022. The portfolio had been in runoff mode following our decision to cease originations in 2023. The sale reduced risk and allowed us to redirect resources to activities that better align with our strategic objectives.
The following table presents loans sold and the corresponding gains and losses recognized on the sales for the periods indicated.
Table 8 - Other Loan Sales
(in thousands)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Loans Sold
Gain (Loss)
Loans Sold
Gain (Loss)
Loans Sold
Gain (Loss)
Loans Sold
Gain (Loss)
Manufactured housing loan sale
$
302,870
$
(27,209)
$
—
$
—
$
302,870
$
(27,209)
$
—
$
—
Guaranteed portion of SBA/USDA loans
11,385
815
26,381
1,545
39,084
2,645
70,223
4,635
Equipment financing receivables
21,122
694
37,671
1,143
57,836
1,697
76,945
2,274
Total
$
335,377
$
(25,700)
$
64,052
$
2,688
$
399,790
$
(22,867)
$
147,168
$
6,909
Lending and loan servicing fees for the third quarter of 2024 increased compared to 2023 due a more favorable negative fair value adjustment on our SBA/USDA servicing asset. The increase for the nine months ended September 30, 2024 compared to the same period of 2023 was attributable to higher equipment finance fee income.
48
Significant changes in other noninterest income include:
•For the nine months ended September 30, 2024, customer derivative fee income was down compared to the same period of last year mostly due to slower loan growth and low demand for the product due to the high interest rate environment. However, during the third quarter of 2024, fees increased compared to the same period of 2023, which was mostly driven by the Federal Reserve’s 50 basis point rate cut in September 2024, which increased demand for customer derivatives.
•During the third quarter and first nine months of 2024, we recorded net unrealized gains on other investments, including deferred compensation plan assets, fintech and other equity securities. During the same periods of 2023, we recorded net unrealized gains on deferred compensation plan assets and fintech and limited partnership investments, however these were offset by unrealized losses on equity securities.
•The increase in BOLI income for the nine months ended September 30, 2024 compared to the corresponding period of 2023 is primarily a result of death benefits realized during the first and third quarters of 2024.
•The increase in treasury management income is a result of growth in customer base enrolled in this product, which is reflective of our continued investment in this area.
•Other noninterest income for the third quarter of 2024 increased compared to the same period of 2023, primarily due to the change in collateral charges related to our derivative positions of $912,000 and due to the third quarter of 2023 including a $1.00 million loss on the disposal of two of our Tennessee branches. For the nine months ended September 30, 2024, the increase in other noninterest income was mostly driven by a lease termination gain of $2.40 million, which resulted from exiting one of our corporate offices. The nine months ended September 30, 2023 includes the gain on sale of a commercial insurance book of business of $1.59 million and a $1.00 million loss on the Tennessee branch sale.
Noninterest Expenses
The following table presents the components of noninterest expenses for the periods indicated.
Table 9 - Noninterest Expenses
(dollars in thousands)
Three Months Ended September 30,
Change
Nine Months Ended September 30,
Change
2024
2023
Amount
Percent
2024
2023
Amount
Percent
Salaries and employee benefits
$
83,533
$
81,173
$
2,360
3
%
$
254,336
$
236,121
$
18,215
8
%
Communications and equipment
12,626
10,902
1,724
16
36,534
31,654
4,880
15
Occupancy
11,311
10,941
370
3
33,466
31,024
2,442
8
Advertising and public relations
2,041
2,251
(210)
(9)
6,401
6,914
(513)
(7)
Postage, printing and supplies
2,477
2,386
91
4
7,376
7,305
71
1
Professional fees
6,432
7,006
(574)
(8)
18,464
19,670
(1,206)
(6)
Lending and loan servicing expense
2,227
2,697
(470)
(17)
6,068
7,546
(1,478)
(20)
Outside services - electronic banking
4,433
2,561
1,872
73
10,163
8,646
1,517
18
FDIC assessments and other regulatory charges
5,003
4,314
689
16
17,036
12,457
4,579
37
Amortization of intangibles
3,528
4,171
(643)
(15)
11,209
11,120
89
1
Merger-related and other charges
2,176
9,168
(6,992)
(76)
6,420
21,444
(15,024)
(70)
Other
7,278
6,904
374
5
27,638
22,785
4,853
21
Total noninterest expenses
$
143,065
$
144,474
$
(1,409)
(1)
$
435,111
$
416,686
$
18,425
4
The increase in salaries and employee benefits for the third quarter of 2024 compared the same period of 2023 was primarily driven by an increase in group insurance costs, an increase in accrued bonus expense, higher commission expense and a decrease in deferred direct loan origination costs attributable to slower loan growth. These increases were partially offset by reductions in salaries expense and incentive expense. Full time equivalent headcount totaled 3,010 at September 30, 2024, compared to 3,151 at September 30, 2023.
The increase in salaries and benefits expense for the nine months ended September 30, 2024 compared to the same period of 2023 was driven by several factors, including increases in salaries, bonus expense, temporary personnel expense, group insurance costs, deferred compensation expense and a decrease in deferred direct loan origination costs. These increases were partly offset by a decrease in
49
incentive expense. The increase in salaries was driven both by the addition of First Miami employees starting in third quarter of 2023 and annual merit increases that went into effect on April 1, 2024.
Communications and equipment expense increased primarily due to incremental software contract costs and the growth in our network. We also recorded higher depreciation expense related to software and equipment placed into service since the third quarter of 2023, which includes technology equipment for our new Greenville headquarters building, the implementation of a new syndicated loan platform, and new signage associated with our rebranding.
The occupancy expense increase for the third quarter and first nine months of 2024 was attributable to higher repairs and maintenance costs and depreciation expense, partially offset by a reduction in rent expense. The first nine months of 2024 also included an additional six months of expense related to branches acquired in the First Miami transaction compared to the same period of 2023.
The increase in FDIC assessments and other regulatory charges for the first nine months of 2024 compared to that of 2023 was driven by growth in our FDIC assessment base and $1.74 million in additional expense related to the FDIC special assessment. The special assessment was formally announced 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. We accrued $10.0 million of expense related to the special assessment in the fourth quarter of 2023 based on the estimate at that time and then recorded additional expense in 2024 when the actual assessment notice was received.
The decrease in amortization of intangibles is attributable both to the discontinuation of amortization on the FinTrust customer list intangible, which was classified as held-for-sale as of September 30, 2024, and the aging of our core deposit intangibles as amortization expense of these intangibles tapers over the life of the asset.
Merger-related and other charges for the third quarter and first nine months of 2024 primarily consisted of costs associated with our rebranding, branch closure costs and expenses related to the pending sale of FinTrust. Merger-related and other charges for the same periods of 2023 were primarily related to the acquisitions of Progress and First Miami, branch closure costs and our rebranding.
The increase in other noninterest expense for the nine months ended September 30, 2024 was primarily driven by the goodwill write-down of $5.10 million recorded in the second quarter related to the pending sale of FinTrust. The write-down reflects the reduction in book value of FinTrust to the estimated fair value of the sales proceeds, of which a portion is contingent upon achieving certain revenue growth targets. The sale of FinTrust was completed subsequent to the end of the third quarter on October 1, 2024.
Balance Sheet Review
Total assets at September 30, 2024 and December 31, 2023 were $27.4 billion and $27.3 billion, respectively. Total liabilities at September 30, 2024 and December 31, 2023 were $24.0 billion and $24.0 billion, respectively. Shareholders’ equity totaled $3.41 billion and $3.26 billion at September 30, 2024 and December 31, 2023, respectively.
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Loans
Our loan portfolio, which as of September 30, 2024 totaled $17.9 billion, is our largest category of interest-earning assets. The following table presents a summary of the loan portfolio by loan type as of September 30, 2024.
Table 10 - Loan Portfolio Composition
As of September 30, 2024
The following table provides a disaggregation of our Income Producing CRE portfolio as of September 30, 2024. Total loans within this category totaled $4.26 billion at September 30, 2024. Our office income producing CRE portfolio totaled $762 million as of September 30, 2024. The average loan within this category was $1.37 million and the largest loan was $15.9 million. Senior care loans, which we no longer originate, totaled $268 million at September 30, 2024.
Table 11 - CRE - Income Producing Portfolio Composition
As of September 30, 2024
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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 nonperforming 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 September 30, 2024 decreased by $2.78 million, or 1%, compared to December 31, 2023 and the ACL for loans as a percentage of total loans remained constant. During the third quarter of 2024, we established an additional allowance of $9.89 million related to expected loan losses in nine counties in western North Carolina severely affected by Hurricane Helene, of which over half was related to the residential mortgage portfolio. Additionally, there was an increase in the ACL for equipment financing loans driven mostly by loan growth and recent charge-off history. These increases were mostly offset by the decrease in ACL for manufactured housing loans as we sold substantially all of that portfolio during the third quarter of 2024. Additionally, the ACL for income producing CRE loans decreased due to slow loan growth combined with an improved outlook for these loans after the recent federal funds interest rate cut in September of 2024, which positively affected the CRE Price Index. Our ACL for unfunded commitments decreased mostly due to a decrease in our construction commitments.
Table 12 - Allocation of ACL
(dollars in thousands)
September 30, 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
$
21,235
18
$
23,542
18
Income producing CRE
39,476
24
47,755
23
Commercial & industrial
34,699
13
30,890
13
Commercial construction
16,033
10
21,741
10
Equipment financing
45,866
9
33,383
9
Total commercial
157,309
74
157,311
73
Residential mortgage
34,303
18
28,219
17
Home equity
10,765
6
9,647
5
Residential construction
1,486
1
1,833
2
Manufactured housing
530
—
10,339
2
Consumer
897
1
722
1
Total ACL - loans
205,290
100
208,071
100
ACL - unfunded commitments
10,227
16,057
Total ACL
$
215,517
$
224,128
ACL - loans as a percentage of total loans
1.14
%
1.14
%
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The following table presents a summary of net charge-offs to average loans for the periods indicated.
Table 13 - Net Charge-offs to Average Loans
(dollars in thousands)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Net charge-offs (recoveries)
Owner occupied CRE
$
(184)
$
582
$
181
$
467
Income producing CRE
1,409
3,011
4,582
6,501
Commercial & industrial
4,577
17,542
9,764
20,513
Commercial construction
36
(49)
8
(191)
Equipment financing
5,268
6,325
17,132
12,237
Residential mortgage
32
(129)
(91)
(259)
Home equity
36
(2,784)
(45)
(2,810)
Residential construction
111
341
256
949
Manufactured housing
11,556
1,168
14,275
2,416
Consumer
810
631
2,111
2,298
Total net charge-offs
$
23,651
$
26,638
$
48,173
$
42,121
Average loans
Owner occupied CRE
$
3,305,391
$
3,240,648
$
3,290,993
$
3,136,798
Income producing CRE
4,152,421
3,956,141
4,163,423
3,719,663
Commercial & industrial
2,302,556
2,563,692
2,348,293
2,497,002
Commercial construction
1,896,616
1,820,224
1,918,449
1,785,226
Equipment financing
1,590,140
1,544,284
1,561,859
1,494,726
Residential mortgage
3,260,024
3,017,081
3,236,507
2,832,109
Home equity
998,335
947,027
977,571
932,424
Residential construction
199,850
437,235
237,167
466,201
Manufactured housing
161,246
346,518
271,492
337,578
Consumer
185,162
182,552
182,036
175,483
Total average loans
$
18,051,741
$
18,055,402
$
18,187,790
$
17,377,210
Net charge-offs to average loans (1)
Owner occupied CRE
(0.02)
%
0.07
%
0.01
%
0.02
%
Income producing CRE
0.13
0.30
0.15
0.23
Commercial & industrial
0.79
2.71
0.56
1.10
Commercial construction
0.01
(0.01)
—
(0.01)
Equipment financing
1.32
1.62
1.47
1.09
Residential mortgage
—
(0.02)
—
(0.01)
Home equity
0.01
(1.17)
(0.01)
(0.40)
Residential construction
0.22
0.31
0.14
0.27
Manufactured housing
28.51
1.34
7.02
0.96
Consumer
1.74
1.37
1.55
1.75
Total
0.52
0.59
0.35
0.32
(1) Annualized.
Net charge-offs for the third quarter of 2024 compared to the same period of 2023 decreased by $2.99 million. The third quarter and first nine months of 2024 include a $11.0 million charge off related to the manufactured housing loan sale that occurred during the period. The third quarter and first nine months of 2023 include a $19.0 million charge-off related to one relationship with a wholesale oil distributor that was part of a $218 million nationally syndicated credit, in which United’s participation was 8.7%.
The increase in net charge-offs of $6.05 million for the nine months ended September 30, 2024 compared to the same period of 2023 was primarily related to increased charge-offs in the equipment finance portfolio and the charge offs in the third quarter of 2024 related to the sale of the manufactured housing loans. The increase in equipment finance charge-offs is partly attributable to 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 manufactured
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housing loan charge offs is due to recognition of the portion of the loss from the sale of that portfolio that results from estimated credit losses. Commercial & industrial charge offs are down due to the large charge off taken in the third quarter of 2023 mentioned above.
Nonperforming Assets
The table below summarizes NPAs for the periods indicated. NPAs include nonaccrual loans, OREO and repossessed assets. The increase since December 31, 2023 was primarily driven by net increases in commercial construction, commercial and industrial, and residential mortgage nonaccrual loans. Notably, one commercial and industrial borrower and one commercial construction borrower with loans of $4.95 million and $4.03 million, respectively, moved to nonaccrual status during 2024. Partially offsetting these increases, manufactured housing nonaccrual loans decreased $14.1 million compared to December 31, 2023 as a result of the sale of substantially all of this portfolio during the third quarter of 2024.
Table 14 - NPAs
(in thousands)
September 30, 2024
December 31, 2023
Nonaccrual loans
$
112,380
$
91,687
OREO and repossessed assets
2,580
1,190
Total NPAs
$
114,960
$
92,877
Nonaccrual loans as a percentage of total loans
0.63
%
0.50
%
NPAs as a percentage of total assets
0.42
0.34
ACL - loans to nonaccrual loans coverage ratio
1.83
2.27
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 status 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.
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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 15 - Investment Securities
As of September 30, 2024
(dollars in thousands)
September 30, 2024
December 31, 2023
Carrying Value
% of portfolio
Carrying Value
% of portfolio
$ Change
AFS
$
4,023,455
63
%
$
3,331,084
57
%
$
692,371
HTM
2,401,877
37
2,490,848
43
(88,971)
Total investment securities
$
6,425,332
$
5,821,932
$
603,400
Investment securities as a % of total assets
23
%
21
%
Weighted average life
5.6 years
6.2 years
Swap adjusted effective duration
3.7
%
4.0
%
Effective duration
4.1
4.4
In 2023 and 2024, 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 September 30, 2024, HTM debt securities had a fair value of $2.06 billion, indicating net unrealized losses of $341 million. Additional unrealized losses on HTM debt securities of $61.4 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.
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 September 30, 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 September 30, 2024 and December 31, 2023, there was no ACL related to the AFS debt securities portfolio. Unrealized losses at September 30, 2024 and December 31, 2023 primarily reflected the effect of changes in interest rates.
We also hold certain equity investments, which are included in other assets on the consolidated balance sheet. These investments include equity investments with readily determinable fair values, FHLB stock, and as of the second quarter of 2024, FRB stock. During the second quarter of 2024, we purchased $88.0 million of FRB stock in connection with becoming a FRB state member bank.
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.
In the second quarter of 2024, we entered into an agreement to sell FinTrust, our registered investment advisor, with the transaction completed subsequent to the end of the third quarter. The fair value of the consideration to be received from the sale includes a portion that is contingent upon achieving certain revenue growth targets over a five year period. Because the fair value of the consideration was less than the carrying amount of FinTrust, we recorded a $5.10 million write-down of FinTrust’s goodwill in the second quarter of 2024. We do not believe that this goodwill impairment loss is an indicator of impairment of the remaining goodwill on our balance sheet and, therefore, does not represent a triggering event for an interim impairment test of the remaining goodwill on the balance sheet. See Note 8 to the financial statements for further detail.
At September 30, 2024 and December 31, 2023, the net carrying amount of goodwill was $916 million and $920 million, respectively. The net carrying amount of goodwill at September 30, 2024 includes $9.06 million related to FinTrust, which was sold on October 1, 2024.
We also have core deposit and customer relationship intangible assets of $59.0 million at September 30, 2024, 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. The balance at September 30, 2024 includes FinTrust’s customer list intangible of $6.02 million, which is included in the asset group held for sale.
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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, is instrumental in attracting and retaining customer deposit accounts. Since December 31, 2023, customer deposits decreased $67.5 million, which was mostly driven by a decrease in NOW and interest-bearing demand deposits due to seasonal outflow of public funds combined with more conservative public funds deposit pricing. In addition, our customer deposit composition changed since the end of 2023 as 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 September 30, 2024, we had approximately $9.23 billion of uninsured deposits, of which $2.71 billion was collateralized by investment securities.
Table 17 - Deposits
(in thousands)
September 30, 2024
December 31, 2023
Noninterest-bearing demand
$
6,222,518
$
6,534,307
NOW and interest-bearing demand
5,951,900
6,155,193
Money market and savings
7,415,124
6,808,394
Time
3,490,399
3,649,498
Total customer deposits
23,079,941
23,147,392
Brokered deposits
173,161
163,219
Total deposits
$
23,253,102
$
23,310,611
Borrowing Activities
At September 30, 2024 and December 31, 2023, we had long-term debt outstanding of $316 million and $325 million, respectively, which includes senior debentures, subordinated debentures, and trust preferred securities. At September 30, 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. During the third quarter of 2024, we called two of our trust preferred securities, reducing our outstanding long-term debt by $8.56 million.
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.
The total amount of these instruments does not necessarily represent future cash requirements because a significant portion of these instruments expire without being used. We are not involved in off-balance sheet contractual relationships, other than those disclosed in this Report, that could result in liquidity needs or other commitments, or that could significantly affect earnings. See Note 23 to the
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consolidated financial statements included in the 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 primary 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 simulations with various interest rate shocks and ramps compared to 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 until they reach the predetermined levels. Our policy limits the projected change in net interest revenue from the base scenario to 8% for each 100 basis point change in simulations with rate shock and ramp scenarios. The following table presents our interest sensitivity position at the dates indicated.
Table 18 - Interest Sensitivity
Increase (Decrease) in Net Interest Revenue from Base Scenario at
September 30, 2024
December 31, 2023
Change in Rates
Shock
Ramp
Shock
Ramp
200 basis point increase
2.58
%
1.09
%
(0.88)
%
(1.70)
%
100 basis point increase
1.35
0.64
(0.38)
(0.88)
100 basis point decrease
(2.49)
(1.62)
(0.60)
0.14
200 basis point decrease
(6.18)
(2.51)
(2.89)
0.10
The period from March 2022 through July 2023 was 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 had been shrinking since the first half of 2022. This industry-wide outflow of deposits increased price competition for bank deposits. As such, industry deposit betas, including ours, had 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 as a percentage of the change in the targeted federal funds rate. Our cumulative total deposit beta for this most recent rising rate cycle was 45% in the third quarter of 2024. Our cumulative total deposit beta in the last upward rate cycle from November 2015 to July 2019 was 22%. A higher total deposit beta is generally unfavorable in a rising rate environment and favorable if rates are falling. On September 19, 2024, the Federal Reserve lowered the targeted federal funds rate by 50 basis points with indication of more rate cuts to follow. This was the first rate cut since the Federal Reserve began raising rates in March of 2022. United responded by lowering rates on many of our deposit products by as much as 50 basis points.
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 September 30, 2024, our 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 43% in an up scenario and 38% in a down scenario.
In order to manage interest rate sensitivity, we have entered into off-balance sheet contracts that are considered derivative financial instruments, which is the primary driver in the change in interest rate shocks and ramps at December 31, 2023 and September 30, 2024 presented in the table above. Derivative financial instruments can be a cost-effective and capital-effective means of modifying the repricing characteristics of on-balance sheet assets and liabilities. These contracts generally consist of interest rate swaps under which we pay a fixed rate, (or variable rate, as the case may be) and receive a variable rate (or fixed rate, as the case may be).
Derivative financial instruments that are designated as accounting hedges are classified as either cash flow or fair value hedges. The change in fair value of cash flow hedges is recognized in OCI. Fair value hedges recognize in earnings both the effect of the change in the fair value of the derivative financial instrument and the offsetting effect of the change in fair value of the hedged asset or liability associated with the particular risk of that asset or liability being hedged. We have other derivative financial instruments that are not designated as accounting hedges but are used for interest rate risk management purposes and as an effective economic hedge. Derivative financial instruments that are not accounted for as an accounting hedge are marked to market through earnings.
All non-customer derivative financial instruments are used only for asset/liability management and as effective economic hedges, and not for trading or speculative purposes. Management believes that the risk associated with using derivative financial instruments to mitigate interest rate risk sensitivity is minimal and should not have any material unintended effect on our financial condition or results of operations. In order to mitigate potential credit risk, from time to time we may require the counterparties to derivative contracts to pledge cash or securities as collateral to cover the net exposure. See Note 7 to the financial statements for further detail.
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 September 30, 2024, we had sufficient qualifying collateral to support additional borrowings, which is detailed in the table below.
Table 19 - Borrowing Capacity
As of September 30, 2024
(in thousands)
FHLB
$
1,882,674
Federal Reserve - Discount Window
2,241,141
Borrowing capacity from pledged collateral
$
4,123,815
Unpledged securities available as collateral for additional borrowings
$
3,781,568
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 sufficient liquid assets to meet these obligations. While the Holding Company has access to the capital markets, the ultimate sources of its liquidity are subsidiary
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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 nine months ended September 30, 2024 are as follows. See the consolidated statement of cash flows for further detail.
•Net cash provided by operating activities of $202 million reflects net income of $177 million adjusted for non-cash transactions, partly offset by changes in other assets, other liabilities and loans held for sale. Significant non-cash transactions for the period included a $39.6 million provision for credit losses and net depreciation, amortization, and accretion of $31.5 million.
•Net cash used in investing activities of $310 million primarily consisted of purchases of AFS securities totaling $1.07 billion and purchases of premises and equipment of $41.5 million. These uses of cash were partially offset by proceeds from securities sales, maturities and calls of $570 million and a net decrease in loans of $317 million, mostly resulting from the manufactured housing loan sale.
•Net cash used in financing activities of $155 million mostly consisted of a net decrease in deposits of $58.3 million and dividends paid on common and preferred stock of $88.0 million.
In the opinion of management, our liquidity position at September 30, 2024 was sufficient to meet our expected cash flow requirements for the foreseeable future.
Capital Resources and Dividends
Shareholders’ equity at September 30, 2024 was $3.41 billion, an increase of $145 million from December 31, 2023 primarily due to year-to-date earnings and other comprehensive income, partially offset by dividends declared on common and preferred stock.
The following table shows capital ratios, as calculated under applicable regulatory guidelines, at September 30, 2024 and December 31, 2023. As of September 30, 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 20 - Capital Ratios
United Community Banks, Inc. (Consolidated)
United Community Bank
Minimum
Well- Capitalized
Minimum Capital Plus Capital Conservation Buffer
September 30, 2024
December 31, 2023
September 30, 2024
December 31, 2023
Risk-based ratios:
CET1 capital
4.5
%
6.5
%
7.0
%
13.07
%
12.16
%
13.06
%
12.22
%
Tier 1 capital
6.0
8.0
8.5
13.53
12.60
13.06
12.22
Total capital
8.0
10.0
10.5
15.31
14.49
14.08
13.23
Leverage ratio
4.0
5.0
N/A
9.99
9.47
9.62
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 September 30, 2024 from that presented in our 2023 10-K. Our interest rate sensitivity position at September 30, 2024 is set forth in Table 18 in MD&A of this Report and incorporated herein by this reference.
Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)) as of September 30, 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 September 30, 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 5. Other Information
On September 11, 2024, Lynn Harton, our President and Chief Executive Officer, entered into a 10b5-1 trading arrangement with a brokerage firm, intended to satisfy the affirmative defense of Rule 10b5-1(c), providing for the sale of 35,000 shares of United common stock beginning February 7, 2025 and continuing until February 28, 2025, or such earlier time as all shares covered by the trading arrangement are sold.
On September 13, 2024, Rich Bradshaw, President and Chief Banking Officer of United Community Bank, entered into a 10b5-1 trading arrangement with a brokerage firm, intended to satisfy the affirmative defense of Rule 10b5-1(c), providing for the sale of approximately $50,000 of United common stock during each of five designated periods of time between January 24, 2025 and February 23, 2026.
No other 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 during the quarter ended September 30, 2024.
Interactive data files for United Community Bank, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 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 September 30, 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
