| PARENT COMPANY FINANCIAL INFORMATION |
21. PARENT COMPANY FINANCIAL INFORMATION
The primary source of funds for the dividends paid by Atlantic 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, 2020, the aggregate amount of unrestricted funds that could be transferred from the Bank to the Parent Company without prior regulatory approval totaled approximately $370.8 million, or 13.69%, of the consolidated net assets.
Financial information for the Parent Company is as follows:
PARENT COMPANY
CONDENSED BALANCE SHEETS
AS OF DECEMBER 31, 2020 and 2019
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
ASSETS |
|
|
|
|
|
|
Cash |
|
$ |
116,748 |
|
$ |
5,283 |
Premises and equipment, net |
|
|
10,435 |
|
|
10,568 |
Other assets |
|
|
30,429 |
|
|
27,438 |
Investment in subsidiaries |
|
|
2,858,608 |
|
|
2,786,842 |
Total assets |
|
$ |
3,016,220 |
|
$ |
2,830,131 |
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
Long-term borrowings |
|
$ |
148,806 |
|
$ |
157,155 |
Trust preferred capital notes |
|
|
141,023 |
|
|
140,237 |
Other liabilities |
|
|
17,901 |
|
|
19,637 |
Total liabilities |
|
|
307,730 |
|
|
317,029 |
Total stockholders' equity |
|
|
2,708,490 |
|
|
2,513,102 |
Total liabilities and stockholders' equity |
|
$ |
3,016,220 |
|
$ |
2,830,131 |
PARENT COMPANY
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2020, 2019, and 2018
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
2018 |
Income: |
|
|
|
|
|
|
|
|
|
Interest and dividend income |
|
$ |
— |
|
$ |
3 |
|
$ |
— |
Dividends received from subsidiaries |
|
|
97,880 |
|
|
160,033 |
|
|
50,750 |
Other operating income |
|
|
1,338 |
|
|
1,484 |
|
|
2,719 |
Total income |
|
|
99,218 |
|
|
161,520 |
|
|
53,469 |
Expenses: |
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
13,506 |
|
|
15,935 |
|
|
15,253 |
Other operating expenses |
|
|
8,249 |
|
|
11,434 |
|
|
13,782 |
Total expenses |
|
|
21,755 |
|
|
27,369 |
|
|
29,035 |
Income before income taxes and equity in undistributed net income from subsidiaries |
|
|
77,463 |
|
|
134,151 |
|
|
24,434 |
Income tax benefit |
|
|
(5,439) |
|
|
(6,499) |
|
|
(6,176) |
Equity in undistributed net income from subsidiaries |
|
|
75,326 |
|
|
52,878 |
|
|
115,638 |
Net income |
|
$ |
158,228 |
|
$ |
193,528 |
|
$ |
146,248 |
Comprehensive income |
|
$ |
193,668 |
|
$ |
239,376 |
|
$ |
136,905 |
PARENT COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2020, 2019, and 2018
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
2018 |
Operating activities: |
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
158,228 |
|
$ |
193,528 |
|
$ |
146,248 |
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
Equity in undistributed net income of subsidiaries |
|
|
(75,326) |
|
|
(52,878) |
|
|
(115,638) |
Depreciation of premises and equipment |
|
|
439 |
|
|
424 |
|
|
424 |
Acquisition accounting amortization, net |
|
|
735 |
|
|
662 |
|
|
636 |
Gain on sale of investment |
|
|
— |
|
|
— |
|
|
(1,416) |
Issuance of common stock for services |
|
|
804 |
|
|
910 |
|
|
914 |
Net increase in other assets |
|
|
(3,005) |
|
|
(3,256) |
|
|
(584) |
Net increase (decrease) in other liabilities |
|
|
10,038 |
|
|
4,964 |
|
|
(4,159) |
Net cash provided by (used in) operating activities |
|
|
91,913 |
|
|
144,354 |
|
|
26,425 |
Investing activities: |
|
|
|
|
|
|
|
|
|
Net increase in premises and equipment |
|
|
(306) |
|
|
(355) |
|
|
— |
Proceeds from sale of investment |
|
|
— |
|
|
— |
|
|
3,761 |
Increase in equity method investments |
|
|
(2,353) |
|
|
— |
|
|
— |
Cash paid in acquisitions |
|
|
— |
|
|
(12) |
|
|
— |
Cash received in acquisitions |
|
|
— |
|
|
21,553 |
|
|
25,976 |
Net cash provided by (used in) investing activities |
|
|
(2,659) |
|
|
21,186 |
|
|
29,737 |
Financing activities: |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in short-term borrowings |
|
|
— |
|
|
(5,000) |
|
|
5,000 |
Repayments of long-term borrowings |
|
|
(8,500) |
|
|
— |
|
|
— |
Cash dividends paid - common stock |
|
|
(78,860) |
|
|
(78,345) |
|
|
(58,001) |
Cash dividends paid - preferred stock |
|
|
(5,658) |
|
|
— |
|
|
— |
Cancellation of warrants |
|
|
— |
|
|
— |
|
|
(1,530) |
Issuance (repurchase) of common stock |
|
|
(48,866) |
|
|
(78,292) |
|
|
2,347 |
Issuance of preferred stock, net |
|
|
166,356 |
|
|
— |
|
|
— |
Vesting of restricted stock, net of shares held for taxes |
|
|
(2,261) |
|
|
(2,301) |
|
|
(2,908) |
Net cash provided by (used in) financing activities |
|
|
22,211 |
|
|
(163,938) |
|
|
(55,092) |
Increase (decrease) in cash and cash equivalents |
|
|
111,465 |
|
|
1,602 |
|
|
1,070 |
Cash, cash equivalents and restricted cash at beginning of the period |
|
|
5,283 |
|
|
3,681 |
|
|
2,611 |
Cash, cash equivalents and restricted cash at end of the period |
|
$ |
116,748 |
|
$ |
5,283 |
|
$ |
3,681 |
Supplemental schedule of noncash investing and financing activities |
|
|
|
|
|
|
|
|
|
Issuance of common stock in exchange for net assets in acquisition |
|
$ |
— |
|
$ |
499,974 |
|
$ |
794,809 |
|
|
|
|
|
|
|
|
|
|
Transactions related to bank acquisition |
|
|
|
|
|
|
|
|
|
Assets acquired |
|
|
— |
|
|
509,075 |
|
|
859,176 |
Liabilities assumed |
|
|
— |
|
|
9,089 |
|
|
64,367 |
|