United Bankshares, Inc. (NASDAQ: UBSI) (“United”), today reported earnings for the second quarter and first half of 2021. Earnings for the second quarter of 2021 were $94.8 million, or $0.73 per diluted share, as compared to earnings of $52.7 million, or $0.44 per diluted share, for the second quarter of 2020. Earnings for the first half of 2021 were $201.7 million, or $1.56 per diluted share, as compared to earnings of $92.9 million, or $0.84 per diluted share, for the first half of 2020.

Second quarter 2021 results produced annualized returns on average assets, average equity and average tangible common equity, a non-GAAP measure, of 1.41%, 8.69% and 14.95%, respectively, compared to annualized returns on average assets, average equity and average tangible equity of 0.87%, 5.40% and 9.58%, respectively, for the second quarter of 2020. For the first half of 2021, United’s annualized returns on average assets, average equity and average tangible equity were 1.52%, 9.32% and 16.06%, respectively, compared to annualized returns on average assets, average equity and average tangible equity of 0.85%, 5.16% and 9.28%, respectively, for the first half of 2020.

Earnings for the second quarter and first half of 2021, as compared to the second quarter and first half of 2020, benefited from additional net earnings related to the Carolina Financial Corporation (“Carolina Financial”) acquisition and a lower provision for credit losses primarily due to better performance trends within the loan portfolio and an improved future macroeconomic forecast under the Current Expected Credit Loss (“CECL”) accounting standard. The second quarter and first half of 2020 also included significant merger-related expenses from the Carolina Financial acquisition.

During the second quarter of 2021, United announced that it entered into a definitive merger agreement with Community Bankers Trust Corporation (“Community Bankers Trust”). Under the merger agreement, United will acquire 100% of the outstanding shares of Community Bankers Trust in exchange for common shares of United. The combined organization will be approximately $29 billion in assets with nearly 250 locations in some of the most desirable banking markets in the nation. The merger is expected to close in the fourth quarter of 2021, subject to satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by the shareholders of Community Bankers Trust.

“Our earnings continued to be strong in the second quarter of 2021 as we earned net income of $94.8 million, diluted earnings per share of $0.73 and delivered an annualized return on average assets of 1.41%,” stated Richard M. Adams, United’s Chairman of the Board and Chief Executive Officer. “We were also pleased to announce the intent to acquire Community Bankers Trust Corporation during the second quarter, our 33^rd acquisition of the current administration as we continue to strengthen United’s position as one of the largest and best performing regional banking companies in the Mid-Atlantic and Southeast.”

The results of operations for Carolina Financial are included in the consolidated results of operations from the date of acquisition, May 1, 2020. As a result of the acquisition, the second quarter and first half of 2021 reflected higher average balances, income, and expense as compared to the second quarter and first half of 2020. The second quarter and first half of 2020 included merger-related expenses of $46.4 million and $48.0 million, respectively, associated with the acquisition of Carolina Financial compared to $183 thousand of merger-related expenses incurred in the second quarter and first half of 2021 related to the announced Community Bankers Trust acquisition.

Net Interest Income and Net Interest Margin

Net interest income for the second quarter of 2021 was $186.5 million, which was an increase of $15.9 million, or 9%, from the second quarter of 2020. Tax-equivalent net interest income, a non-GAAP measure which adjusts for the tax-favored status of income from certain loans and investments, for the second quarter of 2021 increased $16.0 million, or 9%, from the second quarter of 2020 to $187.6 million. The increase in net interest income and tax-equivalent net interest income was primarily due to lower interest expense on deposits and borrowings, reflecting a decline in market interest rates, and due to an increase in average earning assets from the Carolina Financial acquisition and Paycheck Protection Program (“PPP”) loans. The net interest spread for the second quarter of 2021 increased 10 basis points from the second quarter of 2020 due to a 43 basis point decrease in the average cost of funds partially offset by a 33 basis point decrease in the average yield on earning assets. Average earning assets for the second quarter of 2021 increased $2.3 billion, or 11%, from the second quarter of 2020 due to a $1.4 billion increase in average short-term investments, a $537.2 million increase in average investment securities, and a $420.0 million increase in average net loans and loans held for sale. Net PPP loan fee income of $9.0 million was recognized in the second quarter of 2021 driven primarily by loan forgiveness, as compared to $4.5 million for the second quarter of 2020. The net interest margin of 3.14% for the second quarter of 2021 was a decrease of 4 basis points from the net interest margin of 3.18% for the second quarter of 2020.

Net interest income for the first six months of 2021 was $377.5 million, which was an increase of $65.4 million, or 21%, from the first six months of 2020. Tax-equivalent net interest income for the first six months of 2021 was $379.6 million, an increase of $65.7 million, or 21%, from the first six months of 2020. The increase in net interest income and tax-equivalent net interest income was primarily due to lower interest expense as well as an increase in average earning assets from the Carolina Financial acquisition and PPP loans. The net interest spread for the first six months of 2021 increased 20 basis points from the first six months of 2020 due to a 67 basis point decrease in the average cost of funds partially offset by a 47 basis point decrease in the average yield on earning assets. Average earning assets for the first six months of 2021 increased $4.3 billion, or 22%, from the first six months of 2020 due to a $2.2 billion increase in average net loans and loans held for sale, a $1.5 billion increase in average short-term investments and a $555.7 million increase in average investment securities. Net PPP loan fee income of $20.3 million was recognized in the first half of 2021 driven primarily by loan forgiveness, as compared to $4.5 million for the first half of 2020. The net interest margin of 3.22% for the first six months of 2021 was a decrease of 2 basis points from the net interest margin of 3.24% for the first six months of 2020.

On a linked-quarter basis, net interest income for the second quarter of 2021 decreased $4.4 million, or 2%, from the first quarter of 2021. United’s tax-equivalent net interest income for the second quarter of 2021 also decreased $4.4 million, or 2%, from the first quarter of 2021. The net interest spread for the second quarter of 2021 of 2.98% decreased 16 basis points from the first quarter of 2021 due to a 19 basis point decrease in the average yield on earning assets partially offset by a 3 basis point decrease in the average cost of funds. Net PPP loan fee income for the second quarter of 2021 decreased $2.3 million from the first quarter of 2021. Average earning assets increased approximately $460.3 million, or 2%, from the first quarter of 2021 due mainly to increases in average short-term investments of $616.1 million and average investment securities of $252.0 million partially offset by a decrease in average net loans and loans held for sale of $407.8 million driven primarily by PPP loan forgiveness. The net interest margin of 3.14% for the second quarter of 2021 was a decrease of 16 basis points from the net interest margin of 3.30% for the first quarter of 2021.

Credit Quality

United’s asset quality continues to be sound relative to the current economic environment. At June 30, 2021, nonperforming loans were $102.6 million, or 0.61% of loans & leases, net of unearned income, down from $132.2 million, or 0.75% of loans & leases, net of unearned income, at December 31, 2020. Total nonperforming assets of $121.1 million, including other real estate owned (“OREO”) of $18.5 million at June 30, 2021, represented 0.45% of total assets as compared to nonperforming assets of $154.8 million, including OREO of $22.6 million, or 0.59% of total assets at December 31, 2020.

The provision for credit losses was a net benefit of $8.9 million and $8.7 million for the second quarter and first half of 2021, respectively, while the provision for credit losses was $45.9 million and $73.0 million, respectively, for the second quarter and first half of 2020. The second quarter of 2020 included a provision for loan losses of $29.0 million recorded on purchased non-credit deteriorated (“non-PCD”) loans from Carolina Financial. The decrease in the provision in relation to the prior year quarter and first half of 2020 was also driven by the impact of better performance trends within the loan portfolio and improvements in the reasonable and supportable forecasts of future macroeconomic conditions on the estimate of expected credit losses under CECL. On a linked-quarter basis, the provision for credit losses for the second quarter of 2021 decreased $9.0 million from $143 thousand for the first quarter of 2021.

As of June 30, 2021, the allowance for loan losses was $217.5 million, or 1.29% of loans & leases, net of unearned income, as compared to $235.8 million, or 1.34% of loans & leases, net of unearned income, at December 31, 2020. Net charge-offs were $5.2 million and $4.3 million for the second quarter of 2021 and 2020, respectively. Net charge-offs were $9.8 million and $11.0 million for the first six months of 2021 and 2020, respectively. Annualized net charge-offs as a percentage of average loans & leases, net of unearned income were 0.12% and 0.11% for the second quarter and first half of 2021, respectively, compared to 0.10% and 0.15% for the second quarter and first half of 2020. Net charge-offs were $4.5 million for the first quarter of 2021.

Noninterest Income

Noninterest income for the second quarter of 2021 was $62.8 million, which was a decrease of $25.5 million, or 29%, from the second quarter of 2020 primarily driven by a $31.3 million decrease in income from mortgage banking activities due primarily to the mark-to-market impact of a declining interest rate lock commitment pipeline. Partially offsetting the decrease in noninterest income were increases in fees from deposit services of $1.3 million and fees from brokerage services of $1.0 million.

Noninterest income for the first six months of 2021 was $155.4 million, which was an increase of $30.2 million, or 24%, from the first six months of 2020. The increase was driven primarily by $16.5 million increase in income from mortgage banking activities due to an elevated volume of mortgage loan originations and sales in the secondary market as well as the addition of mortgage banking operations from the Carolina Financial acquisition. Mortgage loan servicing income for the first half of 2021 was $4.7 million compared to $1.5 million for the first half of 2020 as a result of the Carolina Financial acquisition. The first half of 2021 also included fees from deposit services of $18.3 million, an increase of $2.3 million from the first half of 2020 and fees from brokerage services of $8.0 million, an increase of $2.4 million from the first half of 2020.

On a linked-quarter basis, noninterest income for the second quarter of 2021 decreased $29.7 million, or 32%, from the first quarter of 2021 primarily due to a decrease of $28.5 million in income from mortgage banking activities due mainly to a lower pipeline valuation and tightening sales margins.

Noninterest Expense

Noninterest expense for the second quarter of 2021 was $139.0 million, a decrease of $10.4 million, or 7%, from the second quarter of 2020, primarily due to a decrease of $9.0 million in data processing expense which included a $9.7 million contract termination penalty incurred in the second quarter of 2020 associated with the Carolina Financial acquisition. Other expenses decreased $3.3 million primarily due to merger-related expenses incurred in the second quarter of 2020 associated with the Carolina Financial acquisition.

Noninterest expense for the first six months of 2021 was $287.9 million, an increase of $37.4 million, or 15%, from the first six months of 2020. Employee compensation increased $27.8 million from the first half of 2020 due to the Carolina Financial acquisition as well as due to higher employee incentives and commissions expense mainly related to higher mortgage banking production. Additionally, noninterest expense increased from the first half of 2020 due to increases of $6.4 million in employee benefits, $4.1 million in mortgage loan servicing expense and impairment, $3.0 million in equipment expense, $2.5 million in OREO expense, $1.7 million in net occupancy expense and $1.1 million in other expenses. Within other expenses, the largest driver of the increase was an increase in the amortization of income tax credits of $1.9 million. The increase in OREO expense was due mainly to declines in the fair value of OREO properties while the increases in employee benefits, mortgage loan servicing expense and impairment, equipment expense and net occupancy expense were mainly from the Carolina Financial acquisition. Partially offsetting the increase in noninterest expense was a decrease in data processing expense, primarily due to the contract termination penalty incurred in the second quarter of 2020.

On a linked-quarter basis, noninterest expense for the second quarter of 2021 decreased $10.0 million, or 7%, from the first quarter of 2021 primarily due to decreases of $3.9 million in employee compensation and $3.3 million in OREO expense. Employee compensation declined from the first quarter of 2021 primarily due to a decline in commissions and incentives mainly related to mortgage banking operations recognized in the second quarter of 2021 while the decline in OREO expense was due mainly to fewer declines in the fair value of OREO properties.

Income Tax Expense

For the second quarter and first six months of 2021, income tax expense was $24.5 million and $52.0 million as compared to $11.0 million and $20.9 million, respectively, for the second quarter and first six months of 2020. The increases from the comparative periods last year were primarily due to higher earnings and a higher effective tax rate. On a linked-quarter basis, income tax expense decreased $3.1 million primarily due to lower earnings. United’s effective tax rate was 20.5% for the second quarter of 2021, 17.3% for the second quarter of 2020 and 20.5% for the first quarter of 2021. For the first six months of 2021 and 2020, United’s effective tax rate was 20.5% and 18.4%, respectively.

Regulatory Capital

United continues to be well-capitalized based upon regulatory guidelines. United’s estimated risk-based capital ratio is 15.9% at June 30, 2021 while estimated Common Equity Tier 1 capital, Tier 1 capital and leverage ratios are 13.7%, 13.7% and 10.3%, respectively. The June 30, 2021 ratios reflect United’s election of a five-year transition provision, allowed by the Federal Reserve Board and other federal banking agencies in response to the COVID-19 pandemic, to delay for two years the full impact of CECL on regulatory capital, followed by a three-year transition period. The regulatory requirements for a well-capitalized financial institution are a risk-based capital ratio of 10.0%, a Common Equity Tier 1 capital ratio of 6.5%, a Tier 1 capital ratio of 8.0% and a leverage ratio of 5.0%.

About United Bankshares, Inc.

As of June 30, 2021, United had consolidated assets of approximately $27.2 billion. United is the parent company of United Bank which has 223 offices in Virginia, Maryland, Washington, D.C., North Carolina, South Carolina, Georgia, Pennsylvania, West Virginia, and Ohio. United’s stock is traded on the NASDAQ Global Select Market under the quotation symbol "UBSI".

Cautionary Statements

The Company is required under generally accepted accounting principles to evaluate subsequent events through the filing of its June 30, 2021 consolidated financial statements on Form 10-Q. As a result, the Company will continue to evaluate the impact of any subsequent events on critical accounting assumptions and estimates made as of June 30, 2021 and will adjust amounts preliminarily reported, if necessary.

Use of non-GAAP Financial Measures

This press release contains certain financial measures that are not recognized under U.S. generally accepted accounting principles ("GAAP"). Generally, United has presented these “non-GAAP” financial measures because it believes that these measures provide meaningful additional information to assist in the evaluation of United’s results of operations or financial position. Presentation of these non-GAAP financial measures is consistent with how United’s management evaluates its performance internally and these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the banking industry.

Specifically, this press release contains certain references to financial measures identified as tax-equivalent (FTE) net interest income, tangible equity, return on tangible equity and tangible book value per share. Management believes these non-GAAP financial measures to be helpful in understanding United’s results of operations or financial position.

Net interest income is presented in this press release on a tax-equivalent basis. The tax-equivalent basis adjusts for the tax-favored status of income from certain loans and investments. Although this is a non-GAAP measure, United’s management believes this measure is more widely used within the financial services industry and provides better comparability of net interest income arising from taxable and tax-exempt sources. United uses this measure to monitor net interest income performance and to manage its balance sheet composition. The tax-equivalent adjustment combines amounts of interest income on federally nontaxable loans and investment securities using the statutory federal income tax rate of 21%.

Tangible common equity is calculated as GAAP total shareholders’ equity minus total intangible assets. Tangible common equity can thus be considered the most conservative valuation of the company. Tangible common equity is also presented on a per common share basis and considering net income, a return on average tangible equity. Management provides these amounts to facilitate the understanding of as well as to assess the quality and composition of United’s capital structure. By removing the effect of intangible assets that result from merger and acquisition activity, the “permanent” items of common equity are presented. These measures, along with others, are used by management to analyze capital adequacy and performance.

Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as reconciliation to that comparable GAAP financial measure can be found in the attached financial information tables to this press release. Investors should recognize that United’s presentation of these non-GAAP financial measures might not be comparable to similarly titled measures at other companies. These non-GAAP financial measures should not be considered a substitute for GAAP basis measures and United strongly encourages a review of its condensed consolidated financial statements in their entirety.

Forward-Looking Statements

In this report, we have made various statements regarding current expectations or forecasts of future events, which speak only as of the date the statements are made. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are also made from time-to-time in press releases and in oral statements made by the officers of the Company. Forward-looking statements can be identified by the use of the words “expect,” “may,” “could,” “intend,” “project,” “estimate,” “believe,” “anticipate,” and other words of similar meaning. Such forward-looking statements are based on assumptions and estimates, which although believed to be reasonable, may turn out to be incorrect. Therefore, undue reliance should not be placed upon these estimates and statements. United cannot assure that any of these statements, estimates, or beliefs will be realized and actual results may differ from those contemplated in these “forward-looking statements.” The following factors, among others, could cause the actual results of United’s operations to differ materially from its expectations: the uncertainty as to the extent of the duration, scope and impacts of the COVID-19 pandemic, on United, its colleagues, the communities United serves, and the domestic and global economy; uncertainty in U.S .fiscal and monetary policies, including the interest rate policies of the Federal Reserve Board; volatility and disruptions in global capital and credit markets, reform of LIBOR; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those involving the OCC, Federal Reserve, FDIC, and CFPB; the effect of changes in the level of checking or savings account deposits on United’s funding costs and net interest margin; future provisions for credit losses on loans and debt securities; changes in nonperforming assets; risks relating to the merger with Community Bankers Trust, including the successful integration of operations of Community Bankers Trust; competition; and changes in legislation or regulatory requirements. For more information about factors that could cause actual results to differ materially from United’s expectations, refer to its reports filed with the Securities and Exchange Commission, including the discussion under “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission and available on its website at www.sec.gov. Further, any forward-looking statement speaks only as of the date on which it is made, and United undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise. You are advised to consult further disclosures United may make on related subjects in our filings with the SEC.