| PARENT COMPANY FINANCIAL INFORMATION |
PARENT COMPANY FINANCIAL INFORMATION
The primary source of funds for the dividends paid by Union Bankshares Corporation (for this note only, the “Parent Company”) is dividends received from its subsidiaries. The payments of dividends by the Bank to the Parent Company are subject to certain statutory limitations which contemplate that the current year earnings and earnings retained for the two preceding years may be paid to the Parent Company without regulatory approval. As of December 31, 2018, the aggregate amount of unrestricted funds that could be transferred from the Bank to the Parent Company without prior regulatory approval totaled approximately $220.5 million, or 11.46%, of the consolidated net assets.
Financial information for the Parent Company is as follows:
PARENT COMPANY
CONDENSED BALANCE SHEETS
AS OF DECEMBER 31, 2018 and 2017
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
2018 |
|
2017 |
ASSETS |
|
|
|
|
|
Cash |
$ |
3,681 |
|
|
$ |
2,611 |
|
Premises and equipment, net |
10,637 |
|
|
11,061 |
|
Other assets |
13,386 |
|
|
15,036 |
|
Investment in subsidiaries |
2,202,530 |
|
|
1,263,545 |
|
Total assets |
$ |
2,230,234 |
|
|
$ |
1,292,253 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
Short-term borrowings |
5,000 |
|
|
— |
|
Long-term borrowings |
157,057 |
|
|
148,201 |
|
Trust preferred capital notes |
134,342 |
|
|
86,819 |
|
Other liabilities |
9,254 |
|
|
10,904 |
|
Total liabilities |
305,653 |
|
|
245,924 |
|
Total stockholders' equity |
1,924,581 |
|
|
1,046,329 |
|
Total liabilities and stockholders' equity |
$ |
2,230,234 |
|
|
$ |
1,292,253 |
|
PARENT COMPANY
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2018, 2017, and 2016
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
2017 |
|
2016 |
Income: |
|
|
|
|
|
|
|
|
Interest and dividend income |
$ |
— |
|
|
$ |
3 |
|
|
$ |
23 |
|
Dividends received from subsidiaries |
50,750 |
|
|
33,350 |
|
|
51,439 |
|
Other operating income |
2,719 |
|
|
1,308 |
|
|
1,314 |
|
Total income |
53,469 |
|
|
34,661 |
|
|
52,776 |
|
Expenses: |
|
|
|
|
|
|
|
|
Interest expense |
15,253 |
|
|
11,423 |
|
|
5,656 |
|
Other operating expenses |
13,782 |
|
|
7,130 |
|
|
5,214 |
|
Total expenses |
29,035 |
|
|
18,553 |
|
|
10,870 |
|
Income before income taxes and equity in undistributed net income from subsidiaries |
24,434 |
|
|
16,108 |
|
|
41,906 |
|
Income tax benefit |
(6,176 |
) |
|
(9,169 |
) |
|
(3,586 |
) |
Equity in undistributed net income from subsidiaries |
115,638 |
|
|
47,646 |
|
|
31,984 |
|
Net income |
$ |
146,248 |
|
|
$ |
72,923 |
|
|
$ |
77,476 |
|
Comprehensive income |
$ |
136,905 |
|
|
$ |
75,848 |
|
|
$ |
67,415 |
|
PARENT COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2018, 2017, and 2016
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
2017 |
|
2016 |
Operating activities: |
|
|
|
|
|
|
|
|
Net income |
$ |
146,248 |
|
|
$ |
72,923 |
|
|
$ |
77,476 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Equity in undistributed net income of subsidiaries |
(115,638 |
) |
|
(47,646 |
) |
|
(31,984 |
) |
Depreciation of premises and equipment |
424 |
|
|
439 |
|
|
438 |
|
Acquisition accounting amortization, net |
636 |
|
|
260 |
|
|
247 |
|
Gain on sale of investment |
(1,416 |
) |
|
— |
|
|
— |
|
Issuance of common stock grants for services |
914 |
|
|
724 |
|
|
533 |
|
Net (increase) decrease in other assets |
(584 |
) |
|
(4,167 |
) |
|
(2,402 |
) |
Net increase in other liabilities |
(4,159 |
) |
|
5,283 |
|
|
5,533 |
|
Net cash and cash equivalents provided by operating activities |
26,425 |
|
|
27,816 |
|
|
49,841 |
|
Investing activities: |
|
|
|
|
|
|
|
|
Net increase in premises and equipment |
— |
|
|
(35 |
) |
|
(33 |
) |
Proceeds from sale of investment |
3,761 |
|
|
— |
|
|
— |
|
Proceeds from (payments for) equity method investment |
— |
|
|
72 |
|
|
— |
|
Payments for investments in and advances to subsidiaries |
— |
|
|
— |
|
|
(125,000 |
) |
Repayment of investments in and advances to subsidiaries |
— |
|
|
— |
|
|
540 |
|
Cash received in acquisitions |
25,976 |
|
|
— |
|
|
— |
|
Net cash and cash equivalents provided by (used in) investing activities |
29,737 |
|
|
37 |
|
|
(124,493 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
Repayments of short-term borrowings |
5,000 |
|
|
— |
|
|
— |
|
Repayments of long-term borrowings |
— |
|
|
— |
|
|
(7,500 |
) |
Proceeds from issuance of long-term borrowings |
— |
|
|
— |
|
|
148,000 |
|
Cash dividends paid |
(58,001 |
) |
|
(35,393 |
) |
|
(33,672 |
) |
Cancellation of warrants |
(1,530 |
) |
|
— |
|
|
— |
|
Issuance (repurchase) of common stock |
2,347 |
|
|
1,037 |
|
|
(31,295 |
) |
Vesting of restricted stock, including tax effects |
(2,908 |
) |
|
(1,567 |
) |
|
(586 |
) |
Net cash and cash equivalents provided by (used in) financing activities |
(55,092 |
) |
|
(35,923 |
) |
|
74,947 |
|
Net increase (decrease) in cash and cash equivalents |
1,070 |
|
|
(8,070 |
) |
|
295 |
|
Cash and cash equivalents at beginning of the period |
2,611 |
|
|
10,681 |
|
|
10,386 |
|
Cash and cash equivalents at end of the period |
$ |
3,681 |
|
|
$ |
2,611 |
|
|
$ |
10,681 |
|
Supplemental schedule of noncash investing and financing activities |
|
|
|
|
|
|
|
|
Issuance of common stock in exchange for net assets in acquisition |
$ |
794,809 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
Transactions related to bank acquisition |
|
|
|
|
|
|
|
|
Assets acquired |
859,176 |
|
|
— |
|
|
— |
|
Liabilities assumed |
64,367 |
|
|
— |
|
|
— |
|
|