UNITED BANKSHARES INC/WV [UBSI] Filings

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

10-Q 1 d248949d10q.htm FORM 10-Q Form 10-Q

FORM

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

For the quarterly period ended March 31, 2022

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

For the transition period from

Commission File Number:

002-86947

United Bankshares, Inc.

(Exact name of registrant as specified in its charter)


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

300 United Center 500 Virginia Street, East Charleston, West Virginia		25301
(Address of principal executive offices)		Zip Code

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

424-8716

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 $2.50 per share	UBSI	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data 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, 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.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act). Yes ☐

☒

As of

April

, 2022

, the registrant had

135,292,084

shares of common stock, $2.50 par value per share, outstanding.

Table of Contents

UNITED BANKSHARES, INC. AND SUBSIDIARIES

FORM

10-Q

TABLE OF CONTENTS


	Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets (Unaudited) March 31, 2022 and December 31, 2021		4

Consolidated Statements of Income (Unaudited) for the Three Months Ended March 31, 2022 and 2021		5

Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2022 and 2021		7

Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) for the Three Months Ended March 31, 2022 and 2021		8

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2022 and 2021		9

Notes to Consolidated Financial Statements		10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		56

Item 3. Quantitative and Qualitative Disclosures about Market Risk		74

Item 4. Controls and Procedures		76

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		78

Item 1A. Risk Factors		78

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		78

Item 3. Defaults Upon Senior Securities		78

Item 4. Mine Safety Disclosures		79

Item 5. Other Information		79

Item 6. Exhibits		79

Signatures		81

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS (UNAUDITED)

The March 31, 2022 and December 31, 2021, consolidated balance sheets of United Bankshares, Inc. and Subsidiaries (“United” or the “Company”), consolidated statements of income and comprehensive income for the three months ended March 31, 2022 and 2021, the related consolidated statement of changes in shareholders’ equity for the three months ended March 31, 2022 and 2021, the related condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021, and the notes to consolidated financial statements appear on the following pages.

Table of Contents

CONSOLIDATED BALANCE SHEETS (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES


(Dollars in thousands, except par value)	March 31 2022			December 31 2021
Assets
Cash and due from banks	$	382,592		$	282,878
Interest-bearing deposits with other banks		2,419,456			3,474,365
Federal funds sold		1,045			927

Total cash and cash equivalents		2,803,093			3,758,170
Securities available for sale at estimated fair value (amortized cost-$4,951,963 at March 31, 2022 and $4,031,494 at December 31, 2021, allowance for credit losses of $0 at March 31, 2022 and December 31, 2021)		4,760,934			4,042,699
Securities held to maturity, net of allowance for credit losses of $19 at March 31, 2022 and December 31, 2021 (estimated fair value-$1,020 at March 31, 2022 and December 31, 2021)		1,001			1,001
Equity securities at estimated fair value		12,357			12,404
Other investment securities		246,420			239,645
Loans held for sale measured using fair value option		340,040			504,416
Loans and leases		18,419,280			18,051,307
Less: Unearned income		(27,194	)		(27,659	)

Loans and leases, net of unearned income		18,392,086			18,023,648
Less: Allowance for loan and lease losses		(214,594	)		(216,016	)

Net loans and leases		18,177,492			17,807,632
Bank premises and equipment		200,167			197,220
Operating lease right-of-use assets		77,097			81,942
Goodwill		1,889,244			1,886,494
Mortgage servicing rights, net of valuation allowance of $0 at March 31, 2022 and $883 at December 31, 2021		23,089			23,144
Bank-owned life insurance (“BOLI”)		479,064			478,067
Accrued interest receivable, net of allowance for credit losses of $0 at March 31, 2022 and $8 at December 31, 2021		66,528			64,512
Other assets		288,985			231,556

TOTAL ASSETS	$	29,365,511		$	29,328,902

Liabilities
Deposits:
Noninterest-bearing	$	9,006,961		$	8,980,547
Interest-bearing		14,467,340			14,369,716

Total deposits		23,474,301			23,350,263
Borrowings:
Securities sold under agreements to repurchase		136,370			128,844
Federal Home Loan Bank (“FHLB”) borrowings		531,615			532,199
Other long-term borrowings		285,620			285,195
Reserve for lending-related commitments		36,679			31,442
Operating lease liabilities		81,678			86,703
Accrued expenses and other liabilities		224,108			195,628

TOTAL LIABILITIES		24,770,371			24,610,274

Shareholders’ Equity
Preferred stock, $1.00 par value; Authorized-50,000,000 shares, none issued		0			0
Common stock, $2.50 par value; Authorized-200,000,000 shares; issued-141,783,032 and 141,360,266 at March 31, 2022 and December 31, 2021, respectively, including 5,714,593 and 4,967,508 shares in treasury at March 31, 2022 and December 31, 2021, respectively		354,458			353,402
Surplus		3,156,101			3,149,955
Retained earnings		1,423,175			1,390,777
Accumulated other comprehensive loss		(141,692	)		(4,888	)
Treasury stock, at cost		(196,902	)		(170,618	)

TOTAL SHAREHOLDERS’ EQUITY		4,595,140			4,718,628

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	29,365,511		$	29,328,902

See notes to consolidated unaudited financial statements

Table of Contents

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES


(Dollars in thousands, except per share data)	Three Months Ended March 31
	2022			2021
Interest income
Interest and fees on loans	$	180,837		$	188,673
Interest on federal funds sold and other short-term investments		2,329			1,893
Interest and dividends on securities:
Taxable		17,505			13,526
Tax-exempt		2,124			1,565

Total interest income		202,795			205,657
Interest expense
Interest on deposits		8,561			11,985
Interest on short-term borrowings		181			178
Interest on long-term borrowings		2,551			2,534

Total interest expense		11,293			14,697

Net interest income		191,502			190,960
Provision for credit losses		(3,410	)		143

Net interest income after provision for credit losses		194,912			190,817
Other income
Fees from trust services		4,127			3,763
Fees from brokerage services		4,552			4,323
Fees from deposit services		10,148			8,896
Bankcard fees and merchant discounts		1,379			1,064
Other service charges, commissions, and fees		759			759
Income from bank-owned life insurance		2,194			1,403
Income from mortgage banking activities		19,203			65,395
Mortgage loan servicing income		2,387			2,355
Net investment securities (losses) gains		(251	)		2,609
Other income		1,525			2,006

Total other income		46,023			92,573
Other expense
Employee compensation		62,621			72,412
Employee benefits		12,851			15,450
Net occupancy expense		11,187			10,941
Other real estate owned (“OREO”) expense		147			3,625
Equipment expense		7,335			6,044
Data processing expense		7,371			7,026
Mortgage loan servicing expense and impairment		1,643			3,177
Bankcard processing expense		424			400
FDIC insurance expense		2,673			2,000
Other expense		32,921			27,852

Total other expense		139,173			148,927

Income before income taxes		101,762			134,463
Income taxes		20,098			27,565

Net income	$	81,664		$	106,898

Table of Contents

CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - continued

UNITED BANKSHARES, INC. AND SUBSIDIARIES


(Dollars in thousands, except per share data)	Three Months Ended March 31
	2022		2021
Earnings per common share:
Basic	$	0.60	$	0.83

Diluted	$	0.60	$	0.83

Average outstanding shares:
Basic		136,058,328		128,635,740
Diluted		136,435,229		128,890,861

See notes to consolidated unaudited financial statements

Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES


(Dollars in thousands)	Three Months Ended March 31
	2022			2021
Net income	$	81,664		$	106,898
Change in net unrealized loss on available for sale (“ AFS ”) securities, net of tax		(155,113	)		(36,365	)
Change in net unrealized gain on cash flow hedge, net of tax		17,668			14,987
Change in defined benefit pension plan, net of tax		641			869

Comprehensive (loss) income, net of tax	$	(55,140	)	$	86,389

See notes to consolidated unaudited financial statements

Table of Contents

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES


(Dollars in thousands, except per share data)
	Three Months Ended March 31, 2022
	Common Stock				Surplus		Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Treasury Stock			Total Shareholders’ Equity
	Shares		Par Value
	Shares		Par Value
Balance at January 1, 2022		141,360,266	$	353,402	$	3,149,955	$	1,390,777		$	(4,888	)	$	(170,618	)	$	4,718,628
Comprehensive income:
Net income		0		0		0		81,664			0			0			81,664
Other comprehensive loss , net of tax		0		0		0		0			(136,804	)		0			(136,804	)

Total comprehensive loss , net of tax																	(55,140	)
Stock based compensation expense		0		0		2,061		0			0			0			2,061
Stock grant forfeiture (6,212 shares)		0		0		223		0			0			(223	)		0
Purchase of treasury stock (740,873 shares)		0		0		0		0			0			(26,061	)		(26,061	)
Cash dividends ($0.36 per share)		0		0		0		(49,266	)		0			0			(49,266	)
Net issuance of common stock under stock-based compensation plans (422,766 shares)		422,766		1,056		3,862		0			0			0			4,918

Balance at March 31, 2022		141,783,032	$	354,458	$	3,156,101	$	1,423,175		$	(141,692	)	$	(196,902	)	$	4,595,140


	Three Months Ended March 31, 2021
	Common Stock				Surplus		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Shareholders’ Equity
	Shares		Par Value
	Shares		Par Value

Balance at January 1, 2021		133,809,374	$	334,523	$	2,894,471	$	1,205,395		$	22,370		$	(159,139	)	$	4,297,620
Comprehensive income:
Net income		0		0		0		106,898			0			0			106,898
Other comprehensive income, net of tax		0		0		0		0			(20,509	)		0			(20,509	)

Total comprehensive income, net of tax																	86,389
Stock based compensation expense		0		0		1,688		0			0			0			1,688
Purchase of treasury stock (339,229 shares)		0		0		0		0			0			(11,210	)		(11,210	)
Cash dividends ($0.35 per share)		0		0		0		(45,254	)		0			0			(45,254	)
Net issuance of common stock under stock-based compensation plans (326,522 shares)		326,522		817		2,648		0			0			0			3,465

Balance at March 31, 2021		134,135,896	$	335,340	$	2,898,807	$	1,267,039		$	1,861		$	(170,349	)	$	4,332,698

See notes to consolidated unaudited financial statements

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES


(Dollars in thousands)
	Three Months Ended March 31
	2022			2021
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	283,607		$	80,584

INVESTING ACTIVITIES
Proceeds from maturities and calls of securities held to maturity		0			215
Proceeds from sales of securities available for sale		150			39,182
Proceeds from maturities and calls of securities available for sale		151,477			230,347
Purchases of securities available for sale		(1,077,461	)		(536,570	)
Proceeds from sales of equity securities		149			852
Purchases of equity securities		(353	)		(478	)
Proceeds from sales and redemptions of other investment securities		1,295			7,178
Purchases of other investment securities		(11,591	)		(8,208	)
Redemption of bank-owned life insurance policies		778			0
Purchases of bank premises and equipment		(3,509	)		(2,734	)
Proceeds from sales of bank premises and equipment		557			2
Proceeds from the sales of OREO properties		1,325			1,262
Net change in loans and leases		(366,414	)		229,967

NET CASH USED IN INVESTING ACTIVITIES		(1,303,597	)		(38,985	)

FINANCING ACTIVITIES
Cash dividends paid		(46,655	)		(45,447	)
Acquisition of treasury stock		(26,061	)		(11,210	)
Proceeds from exercise of stock options		5,027			3,465
Repayment of long-term Federal Home Loan Bank borrowings		(0	)		(550,000	)
Proceeds from issuance of long-term Federal Home Loan Bank borrowings		0			500,000
Changes in:
Deposits		125,076			812,763
Federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings		7,526

UNITED BANKSHARES INC/WV [UBSI] Filings
10-Q	[2022-05-10]
10-K	[2022-03-01]
10-Q	[2021-11-09]
10-Q	[2021-08-09]
10-Q	[2021-05-10]
10-K	[2021-03-01]
10-Q	[2020-11-09]
10-Q	[2020-08-10]
10-Q	[2020-05-11]
10-K	[2020-03-02]
10-Q	[2019-11-08]
10-Q	[2019-08-09]
10-Q	[2019-05-09]
10-K	[2019-03-01]
10-Q	[2018-11-08]
10-Q	[2018-08-08]
10-Q	[2018-05-09]
10-K	[2018-03-01]
10-Q	[2017-11-09]
10-Q	[2017-08-09]
10-Q	[2017-05-09]
10-K	[2017-03-01]
10-Q	[2016-11-09]
10-Q	[2016-08-09]
10-Q	[2016-05-09]
10-K	[2016-02-29]
10-Q	[2015-11-06]
10-Q	[2015-08-05]
10-Q	[2015-05-08]
10-K	[2015-03-02]
10-Q	[2014-11-10]
10-Q	[2014-08-11]
10-Q	[2014-05-12]
10-K	[2014-03-03]
10-Q	[2013-11-08]
10-Q	[2013-08-09]
10-Q	[2013-05-09]
10-K	[2013-02-28]
10-Q	[2012-11-08]
10-Q	[2012-08-08]
10-Q	[2012-05-08]
10-K	[2012-02-29]