XML 31 R12.htm IDEA: XBRL DOCUMENT v3.22.4
Acquisitions
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Acquisitions AcquisitionsThe following note details acquisitions accounted for as business combinations during the periods covered by this Report. Accordingly, assets acquired and liabilities assumed are presented at fair value as of the acquisition date. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change. Goodwill is established when the fair value of consideration paid exceeds the fair value of the identifiable assets acquired and liabilities assumed. Fair values are considered preliminary for a period not to exceed one year after the acquisition date and are subject to refinement as information relative to closing date fair values becomes available.
Reliant
On January 1, 2022, United acquired all of the outstanding common stock of Reliant in a stock transaction. Reliant operated a 25-branch network primarily located in Middle Tennessee, which facilitated United’s growth into those markets. United’s operating results for the year ended December 31, 2022 include the operating results of the acquired business for the period subsequent to the acquisition date of January 1, 2022. The following table presents purchased assets and assumed liabilities recorded at their acquisition date fair values and consideration transferred as well as supplementary information related to the acquired loan portfolio at the acquisition date (in thousands).
Reliant
Fair Value Recorded by United
January 1, 2022
Assets 
Cash and cash equivalents$62,867 
Debt securities249,107 
Loans held for sale116,406 
Loans held for investment2,320,737 
Premises and equipment35,631 
BOLI78,170 
Accrued interest receivable12,027 
Net deferred tax asset5,793 
Core deposit intangible14,500 
Other assets59,768 
Total assets acquired2,955,006 
Liabilities
Deposits2,504,823 
Short-term borrowings27,000 
Long-term debt76,730 
Other liabilities48,620 
Total liabilities assumed2,657,173 
Total identifiable net assets297,833 
Consideration transferred
Cash624 
Common stock issued (16,571,545 shares)
595,581 
Options converted795 
Total fair value of consideration transferred597,000 
Goodwill$299,167 
Supplementary Information on Acquired Loans
January 1, 2022
PCD loans: 
Par value$258,462 
ACL at acquisition(12,737)
Non-credit discount(3,294)
Purchase price$242,431 
 
Non-PCD loans:
Fair value$2,078,306 
Gross contractual amounts receivable2,355,205 
Estimate of contractual cash flows not expected to be collected25,990 
Goodwill represents the intangible value of Reliant’s business and reputation within the markets it served and is not expected to be deductible for income tax purposes. The Reliant core deposit intangible will be amortized over its expected useful life of 10 years using the sum-of-the-years-digits method.
Aquesta
On October 1, 2021, United completed the acquisition of Aquesta, a bank headquartered in Cornelius, North Carolina, which operated a network of branches primarily located in the Charlotte metropolitan area. United’s operating results for the year ended December 31, 2021 include the operating results of the acquired business for the period subsequent to the acquisition date.

The following table presents purchased assets and assumed liabilities recorded at their acquisition date fair values and consideration transferred as well as supplementary information related to the acquired loan portfolio at the acquisition date (in thousands). 
Aquesta
Fair Value Recorded by United
October 1, 2021
Assets
Cash and cash equivalents$153,091 
Debt securities60,762 
Loans498,312 
Premises and equipment18,112 
BOLI12,540 
Accrued interest receivable1,419 
Net deferred tax asset2,129 
Core deposit intangible2,030 
Other assets7,553 
Total assets acquired755,948 
Liabilities
Deposits657,724 
FHLB advances24,509 
Other liabilities12,084 
Total liabilities assumed694,317 
Total identifiable net assets61,631 
Consideration transferred
Cash40,542 
Common stock issued (2,731,435 shares)
89,646 
Option and warrant equity instruments converted1,478 
Total fair value of consideration transferred131,666 
Goodwill$70,035 
Supplementary Information on Acquired Loans
October 1, 2021
PCD loans:
Par value$75,579 
ACL at acquisition(3,544)
Non-credit discount(692)
Purchase price$71,343 
Non-PCD loans:
Fair value$426,969 
Gross contractual amounts receivable482,737 
Estimate of contractual cash flows not expected to be collected3,399 

Goodwill represents the intangible value of Aquesta’s business and reputation within the markets it served and is not expected to be deductible for income tax purposes. The Aquesta core deposit intangible will be amortized over its expected useful life of 10 years using the sum-of-the-years-digits method. 


FinTrust
On July 6, 2021, United completed the acquisition of FinTrust, an investment advisory firm headquartered in Greenville, South Carolina, with additional locations in Anderson, South Carolina, and Athens and Macon, Georgia. The firm provides wealth and investment management services to individuals and institutions within its markets. United’s operating results for the year ended December 31, 2021 include FinTrust’s operating results for the period subsequent to the acquisition date.

FinTrust shareholders received $21.7 million in total consideration, which consisted of $4.40 million (132,299 shares) of United common stock, $9.62 million in cash paid at closing, $4.40 million in cash payable due on the first anniversary of the acquisition date and $3.30 million of contingent consideration. The first anniversary payment of $4.40 million was paid in 2022. The contingent consideration represents an earn-out payment due to the sellers of FinTrust on the second anniversary of the acquisition date. The earn-out payment is subject to the achievement of defined target revenue ratios during the two-year period following the acquisition date, which are expected to be fully achieved.

At acquisition, United recognized $22.8 million of assets and $1.10 million of liabilities. Assets recorded as a result of the acquisition included goodwill of $14.2 million and a customer relationship intangible of $7.53 million. Goodwill reflects the value of FinTrust’s broad array of products and services, which enhances United’s existing wealth management business. Goodwill is expected to be deductible for tax purposes. United is amortizing the related customer relationship intangible using the straight-line method over 15 years, which represents the expected useful life of the asset. In addition, United recognized right-of-use assets and operating lease liabilities totaling $822,000 for FinTrust’s leased locations.

Pro forma information - unaudited
 
The following table discloses the impact of the mergers with Reliant in 2022 and Aquesta and FinTrust in 2021 since the respective acquisition dates through December 31 of the year of acquisition. The table also presents certain pro forma information as if Reliant had been acquired on January 1, 2021, Aquesta and FinTrust had been acquired on January 1, 2020 and Three Shores had been acquired January 1, 2019. These results combine the historical results of the acquired entities with United’s consolidated statements of income and, while adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not necessarily indicative of what would have occurred had the acquisitions taken place in earlier years.

For purposes of pro forma information, merger-related costs incurred in the year of acquisition are excluded from the actual acquisition year results and included in the pro forma acquisition year results. As a result, merger-related costs related to the acquisition of Reliant of $15.7 million are reflected in 2021 pro forma information and merger related costs related to the acquisitions of Aquesta and FinTrust of $9.00 million and $518,000, respectively, are reflected in 2020 pro forma information. Merger-related costs related to the acquisition of Three Shores of $5.04 million were previously reported in 2019 pro forma information, which is not presented in the following table.

The following table presents the actual results and pro forma information for the periods indicated (in thousands).
(Unaudited)
Year Ended December 31,
 RevenueNet Income
2022  
Actual Reliant results included in statement of income since acquisition date$100,529 $48,926 
Supplemental consolidated pro forma as if Reliant had been acquired January 1, 2021842,182 301,308 
2021
Actual Aquesta results included in statement of income since acquisition date$2,122 $(282)
Actual FinTrust results included in statement of income since acquisition date4,326 (26)
Supplemental consolidated pro forma as if Reliant had been acquired January 1, 2021 and Aquesta and FinTrust had been acquired January 1, 2020909,353 295,864 
2020
Actual Three Shores results included in statement of income since acquisition date$24,541 $6,800 
Supplemental consolidated pro forma as if Aquesta and FinTrust had been acquired January 1, 2020 and Three Shores had been acquired January 1, 2019622,848 164,284