SEC Form 425 filed by Reliant Bancorp, Inc.

7/21/21 1:00:37 PM ET

$RBNC

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425 1 tm2122601-2_425.htm 425

Filed by United Community Banks, Inc.

Pursuant to Rule 425 under the Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934, as amended

Subject Company: Reliant Bancorp, Inc.

Commission File No.: 001-37391

Date: July 20, 2021

For Immediate Release

For more information:

Jefferson Harralson

Chief Financial Officer

(864) 240-6208

[email protected]

United Community Banks, Inc. Reports Second Quarter Results

EPS of $0.78, Return on Assets of 1.46% and Return on Common Equity of 14.1%

GREENVILLE, SC – July 20, 2021 - United Community Banks, Inc. (NASDAQ: UCBI) (United) today announced that net income for the second quarter was $70.3 million and pre-tax, pre-provision income was $78.7 million. Diluted earnings per share of $0.78 for the quarter represented an increase of $0.46 or 144%, from the second quarter a year ago, and represented a decrease of $0.04 or 5% from the first quarter of 2021. On an operating basis, United’s diluted earnings per share of $0.79 was up 147% over the year ago quarter. United’s GAAP return on assets (ROA) was 1.46% and its return on common equity was 14.1% for the quarter. On an operating basis, United’s ROA was 1.48% and its return on tangible common equity was 17.8%. On a pre-tax, pre-provision basis, operating return on assets was 1.67% for the quarter. The quarter benefited from an allowance release of $13.6 million, reflecting continued improvement in economic conditions and forecasts in United’s markets.

Chairman and CEO Lynn Harton stated, “This has been an outstanding quarter for United. Our team once again was recognized by JD Power as having the Best Retail Customer Satisfaction in the Southeast. On July 6, we closed on the acquisition of FinTrust, accelerating our wealth management strategy. We announced expansion into two of the strongest markets in the Southeast, Charlotte and Nashville, via agreements to acquire outstanding community banks in those markets. In addition to these strategic accomplishments, our bankers continued to deliver strong performance results. Core loan growth, excluding PPP loans, was solid and we continue to be optimistic about the remainder of the year, given the momentum in our markets. Core deposit growth remains very strong. Credit results were excellent as well. I couldn’t be more proud of the United team and I congratulate them for delivering these tremendous results.”

Total loans decreased by $288 million during the quarter—impacted by $411 million of Paycheck Protection Program (PPP) loan forgiveness. Excluding the effect of PPP loans, core organic loan growth was 5% annualized. Core transaction deposits grew by $432 million during the quarter, or 14% annualized, and United’s cost of deposits decreased by 5 basis points to 0.09%. The net interest margin decreased by 3 basis points from the first quarter due mainly to a change in the earning asset mix.

Second Quarter 2021 Financial Highlights:

•

Net income of $70.3 million and pre-tax, pre-provision income of $78.7 million

•

EPS increased by 144% compared to second quarter 2020 on a GAAP basis and 147% on an operating basis; compared to first quarter 2021, EPS decreased by 5% on both a GAAP and operating basis

•

Return on assets of 1.46%, or 1.48% on an operating basis

•

Pre-tax, pre-provision return on assets of 1.64%, or 1.67% on an operating basis

•

Return on common equity of 14.1%

•

Return on tangible common equity of 17.8% on an operating basis

•

A release of provision for credit losses of $13.6 million, which reduced the allowance for loan losses to 0.98% of loans (1.02%, excluding PPP loans) from 1.09% in the first quarter

•

Loan production of $1.3 billion, resulting in core loan growth of 5%, annualized for the quarter, excluding the impact of $411 million in PPP loans being forgiven

•

Core transaction deposits were up $432 million, which represents a 14% annualized growth rate for the quarter

•

Net interest margin of 3.19% was down 3 basis points from the first quarter, due to continued strong deposit growth and an earning asset mix change toward securities

•

Record mortgage closings of $680 million compared to $563 million a year ago; mortgage rate locks of $702 million compared to $802 million a year ago

•

Noninterest income was down $8.9 million on a linked quarter basis, primarily driven by slowing mortgage rate lock activity

•

Noninterest expenses increased by $346,000 compared to the first quarter on a GAAP basis and by $811,000 on an operating basis mostly due to increased professional fees and mortgage commissions

•

Efficiency ratio of 54.5%, or 53.9% on an operating basis

•

Net recoveries of $456,000 or 2 basis points as a percent of average loans, down 1 basis point from the first quarter

•

Nonperforming assets of 0.25% of total assets, down 5 basis points compared to March 31, 2021

•

Total loan deferrals of $18 million or 0.2% of the total loan portfolio compared to $48 million or 0.4% in the first quarter

•

Quarterly common shareholder dividend of $0.19 per share declared during the quarter, an increase of 6% year-over-year

•

Announced the acquisition of FinTrust Capital Partners, LLC, a registered investment adviser, which closed on July 6, 2021; it added $2.1 billion in assets under management and is expected to add $0.02 in EPS accretion in 2022

•

Announced the acquisition of Aquesta Financial Holdings, Inc. with $752 million in assets on May 27; it is expected to close in the fourth quarter of 2021 and add $0.08 in EPS accretion in 2022 with cost savings fully phased in

•

Announced the acquisition of Reliant Bancorp, Inc. with $3.1 billion in assets on July 14; it is expected to close in the first quarter of 2022 and add $0.15 in EPS accretion in 2022 and $0.22 in 2023 with cost savings fully phased in

Conference Call

United will hold a conference call on Wednesday, July 21, 2021, at 11 a.m. ET to discuss the contents of this press release and to share business highlights for the quarter. To access the call, dial (877) 380-5665 and use the conference number 9585551. The conference call also will be webcast and available for replay for 30 days by selecting “Events & Presentations” within the Investor Relations section of United’s website at www.ucbi.com.

UNITED COMMUNITY BANKS, INC.
Selected Financial Information
	2021						2020												For the Six Months Ended June 30,
(in thousands, except per share data)	Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter			Second Quarter 2021 - 2020 Change			2021			2020			YTD 2021 - 2020 Change
INCOME SUMMARY
Interest revenue	$	145,809		$	141,542		$	156,071		$	141,773		$	123,605					$	287,351		$	260,152
Interest expense		7,433			9,478			10,676			13,319			14,301						16,911			32,242
Net interest revenue		138,376			132,064			145,395			128,454			109,304			27	%		270,440			227,910			19	%
(Release of) provision for credit losses		(13,588	)		(12,281	)		2,907			21,793			33,543						(25,869	)		55,734
Noninterest income		35,841			44,705			41,375			48,682			40,238			(11	)		80,546			66,052			22
Total revenue		187,805			189,050			183,863			155,343			115,999			62			376,855			238,228			58
Expenses		95,540			95,194			106,490			95,981			83,980			14			190,734			165,518			15
Income before income tax expense		92,265			93,856			77,373			59,362			32,019			188			186,121			72,710			156
Income tax expense		22,005			20,150			17,871			11,755			6,923			218			42,155			15,730			168
Net income		70,260			73,706			59,502			47,607			25,096			180			143,966			56,980			153
Merger-related and other charges		1,078			1,543			2,452			3,361			397						2,621			1,205
Income tax benefit of merger-related and other charges		(246	)		(335	)		(552	)		(519	)		(87	)					(581	)		(269	)
Net income - operating ⁽¹⁾	$	71,092		$	74,914		$	61,402		$	50,449		$	25,406			180		$	146,006		$	57,916			152

Pre-tax pre-provision income ⁽⁵⁾	$	78,677		$	81,575		$	80,280		$	81,155		$	65,562			20		$	160,252		$	128,444			25

PERFORMANCE MEASURES
Per common share:
Diluted net income - GAAP	$	0.78		$	0.82		$	0.66		$	0.52		$	0.32			144		$	1.60		$	0.71			125
Diluted net income - operating ⁽¹⁾		0.79			0.83			0.68			0.55			0.32			147			1.62			0.73			122
Cash dividends declared		0.19			0.19			0.18			0.18			0.18			6			0.38			0.36			6
Book value		22.81			22.15			21.90			21.45			21.22			7			22.81			21.22			7
Tangible book value ⁽³⁾		18.49			17.83			17.56			17.09			16.95			9			18.49			16.95			9
Key performance ratios:
Return on common equity - GAAP ⁽²⁾⁽⁴⁾		14.08	%		15.37	%		12.36	%		10.06	%		6.17	%					14.71	%		7.01	%
Return on common equity - operating ^(1)(2)(4)		14.25			15.63			12.77			10.69			6.25						14.92			7.13
Return on tangible common equity - operating ^(1)(2)(3)(4)		17.81			19.68			16.23			13.52			8.09						18.72			9.20
Return on assets - GAAP ⁽⁴⁾		1.46			1.62			1.30			1.07			0.71						1.54			0.85
Return on assets - operating ⁽¹⁾⁽⁴⁾		1.48			1.65			1.34			1.14			0.72						1.56			0.86
Return on assets - pre-tax pre-provision ⁽⁴⁾⁽⁵⁾		1.64			1.80			1.77			1.86			1.86						1.72			1.91
Return on assets - pre-tax pre-provision, excluding merger- related and other charges ^(1)(4)(5)		1.67			1.83			1.82			1.93			1.87						1.75			1.92
Net interest margin (fully taxable equivalent) ⁽⁴⁾		3.19			3.22			3.55			3.27			3.42						3.20			3.73
Efficiency ratio - GAAP		54.53			53.55			56.73			54.14			55.86						54.04			56.00
Efficiency ratio - operating ⁽¹⁾		53.92			52.68			55.42			52.24			55.59						53.30			55.59
Equity to total assets		11.04			10.95			11.29			11.47			11.81						11.04			11.81
Tangible common equity to tangible assets ⁽³⁾		8.71			8.57			8.81			8.89			9.12						8.71			9.12

ASSET QUALITY
Nonperforming loans	$	46,123		$	55,900		$	61,599		$	49,084		$	48,021			(4	)	$	46,123		$	48,021			(4	)
Foreclosed properties		224			596			647			953			477						224			477
Total nonperforming assets ("NPAs")		46,347			56,496			62,246			50,037			48,498			(4	)		46,347			48,498			(4	)
Allowance for credit losses - loans		111,616			126,866			137,010			134,256			103,669			8			111,616			103,669			8
Net charge-offs		(456	)		(305	)		1,515			2,538			6,149						(761	)		14,263			(105	)
Allowance for credit losses - loans to loans		0.98	%		1.09	%		1.20	%		1.14	%		1.02	%					0.98	%		1.02	%
Net charge-offs to average loans ⁽⁴⁾		(0.02	)		(0.01	)		0.05			0.09			0.25						(0.01	)		0.31
NPAs to loans and foreclosed properties		0.41			0.48			0.55			0.42			0.48						0.41			0.48
NPAs to total assets		0.25			0.30			0.35			0.29			0.32						0.25			0.32

AVERAGE BALANCES ($ in millions)
Loans	$	11,617		$	11,433		$	11,595		$	11,644		$	9,773			19		$	11,525		$	9,301			24
Investment securities		4,631			3,991			3,326			2,750			2,408			92			4,313			2,464			75
Earning assets		17,540			16,782			16,394			15,715			12,958			35			17,163			12,378			39
Total assets		18,792			18,023			17,698			17,013			14,173			33			18,410			13,558			36
Deposits		16,132			15,366			15,057			14,460			12,071			34			15,751			11,493			37
Shareholders’ equity		2,060			2,025			1,994			1,948			1,686			22			2,042			1,670			22
Common shares - basic (thousands)		87,289			87,322			87,258			87,129			78,920			11			87,306			79,130			10
Common shares - diluted (thousands)		87,421			87,466			87,333			87,205			78,924			11			87,443			79,186			10

AT PERIOD END ($ in millions)
Loans	$	11,391		$	11,679		$	11,371		$	11,799		$	10,133			12		$	11,391		$	10,133			12
Investment securities		4,928			4,332			3,645			3,089			2,432			103			4,928			2,432			103
Total assets		18,896			18,557			17,794			17,153			15,005			26			18,896			15,005			26
Deposits		16,328			15,993			15,232			14,603			12,702			29			16,328			12,702			29
Shareholders’ equity		2,086			2,031			2,008			1,967			1,772			18			2,086			1,772			18
Common shares outstanding (thousands)		86,665			86,777			86,675			86,611			78,335			11			86,665			78,335			11

⁽¹⁾ Excludes merger-related and other charges. ⁽²⁾ Net income less preferred stock dividends, divided by average realized common equity, which excludes accumulated other comprehensive income (loss). ⁽³⁾ Excludes effect of acquisition related intangibles and associated amortization. ⁽⁴⁾Annualized. ⁽⁵⁾ Excludes income tax expense and provision for credit losses.

UNITED COMMUNITY BANKS, INC.
Non-GAAP Performance Measures Reconciliation
Selected Financial Information
	2021						2020									For the Six Months Ended June 30,
(in thousands, except per share data)	Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter			2021			2020
Expense reconciliation
Expenses (GAAP)	$	95,540		$	95,194		$	106,490		$	95,981		$	83,980		$	190,734		$	165,518
Merger-related and other charges		(1,078	)		(1,543	)		(2,452	)		(3,361	)		(397	)		(2,621	)		(1,205	)
Expenses - operating	$	94,462		$	93,651		$	104,038		$	92,620		$	83,583		$	188,113		$	164,313

Net income reconciliation
Net income (GAAP)	$	70,260		$	73,706		$	59,502		$	47,607		$	25,096		$	143,966		$	56,980
Merger-related and other charges		1,078			1,543			2,452			3,361			397			2,621			1,205
Income tax benefit of merger-related and other charges		(246	)		(335	)		(552	)		(519	)		(87	)		(581	)		(269	)
Net income - operating	$	71,092		$	74,914		$	61,402		$	50,449		$	25,406		$	146,006		$	57,916

Net income to pre-tax pre-provision income reconciliation
Net income (GAAP)	$	70,260		$	73,706		$	59,502		$	47,607		$	25,096		$	143,966		$	56,980
Income tax expense		22,005			20,150			17,871			11,755			6,923			42,155			15,730
(Release of) provision for credit losses		(13,588	)		(12,281	)		2,907			21,793			33,543			(25,869	)		55,734
Pre-tax pre-provision income	$	78,677		$	81,575		$	80,280		$	81,155		$	65,562		$	160,252		$	128,444

Diluted income per common share reconciliation
Diluted income per common share (GAAP)	$	0.78		$	0.82		$	0.66		$	0.52		$	0.32		$	1.60		$	0.71
Merger-related and other charges, net of tax		0.01			0.01			0.02			0.03			—			0.02			0.02
Diluted income per common share - operating	$	0.79		$	0.83		$	0.68		$	0.55		$	0.32		$	1.62		$	0.73

Book value per common share reconciliation
Book value per common share (GAAP)	$	22.81		$	22.15		$	21.90		$	21.45		$	21.22		$	22.81		$	21.22
Effect of goodwill and other intangibles		(4.32	)		(4.32	)		(4.34	)		(4.36	)		(4.27	)		(4.32	)		(4.27	)
Tangible book value per common share	$	18.49		$	17.83		$	17.56		$	17.09		$	16.95		$	18.49		$	16.95

Return on tangible common equity reconciliation
Return on common equity (GAAP)		14.08	%		15.37	%		12.36	%		10.06	%		6.17	%		14.71	%		7.01	%
Merger-related and other charges, net of tax		0.17			0.26			0.41			0.63			0.08			0.21			0.12
Return on common equity - operating		14.25			15.63			12.77			10.69			6.25			14.92			7.13
Effect of goodwill and other intangibles		3.56			4.05			3.46			2.83			1.84			3.80			2.07
Return on tangible common equity - operating		17.81	%		19.68	%		16.23	%		13.52	%		8.09	%		18.72	%		9.20	%

Return on assets reconciliation
Return on assets (GAAP)		1.46	%		1.62	%		1.30	%		1.07	%		0.71	%		1.54	%		0.85	%
Merger-related and other charges, net of tax		0.02			0.03			0.04			0.07			0.01			0.02			0.01
Return on assets - operating		1.48	%		1.65	%		1.34	%		1.14	%		0.72	%		1.56	%		0.86	%

Return on assets to return on assets- pre-tax pre-provision reconciliation
Return on assets (GAAP)		1.46	%		1.62	%		1.30	%		1.07	%		0.71	%		1.54	%		0.85	%
Income tax expense		0.47			0.46			0.40			0.28			0.20			0.46			0.23
(Release of) provision for credit losses		(0.29	)		(0.28	)		0.07			0.51			0.95			(0.28	)		0.83
Return on assets - pre-tax, pre-provision		1.64			1.80			1.77			1.86			1.86			1.72			1.91
Merger-related and other charges		0.03			0.03			0.05			0.07			0.01			0.03			0.01
Return on assets - pre-tax pre-provision, excluding merger-related and other charges		1.67	%		1.83	%		1.82	%		1.93	%		1.87	%		1.75	%		1.92	%

Efficiency ratio reconciliation
Efficiency ratio (GAAP)		54.53	%		53.55	%		56.73	%		54.14	%		55.86	%		54.04	%		56.00	%
Merger-related and other charges		(0.61	)		(0.87	)		(1.31	)		(1.90	)		(0.27	)		(0.74	)		(0.41	)
Efficiency ratio - operating		53.92	%		52.68	%		55.42	%		52.24	%		55.59	%		53.30	%		55.59	%

Tangible common equity to tangible assets reconciliation
Equity to total assets (GAAP)		11.04	%		10.95	%		11.29	%		11.47	%		11.81	%		11.04	%		11.81	%
Effect of goodwill and other intangibles		(1.82	)		(1.86	)		(1.94	)		(2.02	)		(2.05	)		(1.82	)		(2.05	)
Effect of preferred equity		(0.51	)		(0.52	)		(0.54	)		(0.56	)		(0.64	)		(0.51	)		(0.64	)
Tangible common equity to tangible assets		8.71	%		8.57	%		8.81	%		8.89	%		9.12	%		8.71	%		9.12	%

Allowance for credit losses - loans to loans reconciliation
Allowance for credit losses - loans to loans (GAAP)		0.98	%		1.09	%		1.20	%		1.14	%		1.02	%		0.98	%		1.02	%
Effect of PPP loans		0.04			0.09			0.08			0.14			0.13			0.04			0.13
Allowance for credit losses - loans to loans, excluding PPP loans		1.02	%		1.18	%		1.28	%		1.28	%		1.15	%		1.02	%		1.15	%

UNITED COMMUNITY BANKS, INC.
Financial Highlights
Loan Portfolio Composition at Period-End
	2021				2020
(in millions)	Second Quarter		First Quarter		Fourth Quarter		Third Quarter		Second Quarter		Linked Quarter Change			Year over Year Change
LOANS BY CATEGORY
Owner occupied commercial RE	$	2,149	$	2,107	$	2,090	$	2,009	$	1,759	$	42		$	390
Income producing commercial RE		2,550		2,599		2,541		2,493		2,178		(49	)		372
Commercial & industrial		1,762		1,760		1,853		1,788		1,219		2			543
Paycheck protection program		472		883		646		1,317		1,095		(411	)		(623	)
Commercial construction		927		960		967		987		946		(33	)		(19	)
Equipment financing		969		913		864		823		779		56			190
Total commercial		8,829		9,222		8,961		9,417		7,976		(393	)		853
Residential mortgage		1,473		1,362		1,285		1,270		1,152		111			321
Home equity lines of credit		661		679		697		707		654		(18	)		7
Residential construction		289		272		281		257		230		17			59
Consumer		139		144		147		148		121		(5	)		18
Total loans	$	11,391	$	11,679	$	11,371	$	11,799	$	10,133	$	(288	)	$	1,258

LOANS BY MARKET ⁽¹⁾
North Georgia	$	962	$	982	$	955	$	945	$	951	$	(20	)	$	11
Atlanta		1,938		1,953		1,889		1,853		1,852		(15	)		86
North Carolina		1,374		1,326		1,281		1,246		1,171		48			203
Coastal Georgia		605		597		617		614		618		8			(13	)
Gainesville		224		222		224		229		233		2			(9	)
East Tennessee		394		398		415		420		433		(4	)		(39	)
South Carolina		2,107		1,997		1,947		1,870		1,778		110			329
Florida		1,141		1,160		1,435		1,453		—		(19	)		1,141
Commercial Banking Solutions		2,646		3,044		2,608		3,169		3,097		(398	)		(451	)
Total loans	$	11,391	$	11,679	$	11,371	$	11,799	$	10,133	$	(288	)	$	1,258

⁽¹⁾ Certain loans previously included in the Florida geographic market were reclassified to Commercial Banking Solutions following Seaside’s core systems conversion in the first quarter of 2021.

UNITED COMMUNITY BANKS, INC.
Financial Highlights
Credit Quality
	2021				2020
(in thousands)	Second Quarter		First Quarter		Fourth Quarter
NONACCRUAL LOANS
Owner occupied RE	$	6,128	$	7,908	$	8,582
Income producing RE		13,100		13,740		15,149
Commercial & industrial		8,563		13,864		16,634
Commercial construction		1,229		1,984		1,745
Equipment financing		1,771		2,171		3,405
Total commercial		30,791		39,667		45,515
Residential mortgage		13,485		14,050		12,858
Home equity lines of credit		1,433		1,707		2,487
Residential construction		307		322		514
Consumer		107		154		225
Total	$	46,123	$	55,900	$	61,599

	2021												2020
	Second Quarter						First Quarter						Fourth Quarter
(in thousands)	Net Charge- Offs			Net Charge- Offs to Average Loans ⁽¹⁾			Net Charge- Offs			Net Charge- Offs to Average Loans ⁽¹⁾			Net Charge- Offs			Net Charge- Offs to Average Loans ⁽¹⁾
NET CHARGE-OFFS BY CATEGORY
Owner occupied RE	$	(155	)		(0.03	)%	$	(240	)		(0.05	)%	$	(277	)		(0.05	)%
Income producing RE		(161	)		(0.02	)		991			0.16			(1,718	)		(0.27	)
Commercial & industrial		60			0.01			(2,753	)		(0.44	)		2,294			0.33
Commercial construction		(293	)		(0.12	)		22			0.01			(129	)		(0.05	)
Equipment financing		301			0.13			1,511			0.70			1,595			0.75
Total commercial		(248	)		(0.01	)		(469	)		(0.02	)		1,765			0.08
Residential mortgage		(194	)		(0.05	)		92			0.03			(25	)		(0.01	)
Home equity lines of credit		(112	)		(0.07	)		(73	)		(0.04	)		(151	)		(0.09	)
Residential construction		(33	)		(0.05	)		(60	)		(0.09	)		(47	)		(0.07	)
Consumer		131			0.37			205			0.58			(27	)		(0.07	)
Total	$	(456	)		(0.02	)	$	(305	)		(0.01	)	$	1,515			0.05
(1) Annualized.

UNITED COMMUNITY BANKS, INC.

Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share data)	June 30, 2021			December 31, 2020
ASSETS
Cash and due from banks	$	121,589		$	148,896
Interest-bearing deposits in banks		1,297,808			1,459,723
Cash and cash equivalents		1,419,397			1,608,619
Debt securities available-for-sale		4,075,781			3,224,721
Debt securities held-to-maturity (fair value $861,488 and $437,193)		852,404			420,361
Loans held for sale at fair value		98,194			105,433
Loans and leases held for investment		11,390,746			11,370,815
Less allowance for credit losses - loans and leases		(111,616	)		(137,010	)
Loans and leases, net		11,279,130			11,233,805
Premises and equipment, net		224,980			218,489
Bank owned life insurance		203,449			201,969
Accrued interest receivable		43,521			47,672
Net deferred tax asset		32,918			38,411
Derivative financial instruments		58,489			86,666
Goodwill and other intangible assets, net		379,909			381,823
Other assets		227,551			226,405
Total assets	$	18,895,723		$	17,794,374
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits:
Noninterest-bearing demand	$	6,260,756		$	5,390,291
NOW and interest-bearing demand		3,518,686			3,346,490
Money market		3,766,645			3,550,335
Savings		1,097,663			950,854
Time		1,500,049			1,704,290
Brokered		183,968			290,098
Total deposits		16,327,767			15,232,358
Long-term debt		261,919			326,956
Derivative financial instruments		27,089			29,003
Accrued expenses and other liabilities		192,662			198,527
Total liabilities		16,809,437			15,786,844
Shareholders' equity:
Preferred stock; $1 par value; 10,000,000 shares authorized; Series I, $25,000 per share liquidation preference; 4,000 shares issued and outstanding		96,422			96,422
Common stock, $1 par value; 200,000,000 shares authorized; 86,664,894 and 86,675,279 shares issued and outstanding		86,665			86,675
Common stock issuable; 571,580 and 600,834 shares		10,650			10,855
Capital surplus		1,636,875			1,638,999
Retained earnings		244,006			136,869
Accumulated other comprehensive income		11,668			37,710
Total shareholders' equity		2,086,286			2,007,530
Total liabilities and shareholders' equity	$	18,895,723		$	17,794,374

UNITED COMMUNITY BANKS, INC.

Consolidated Statements of Income (Unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
(in thousands, except per share data)	2021			2020		2021			2020
Interest revenue:
Loans, including fees	$	128,058		$	107,862	$	253,784		$	225,925
Investment securities, including tax exempt of $2,255 and $1,570 and $4,405 and $3,093, respectively		17,542			15,615		32,990			33,009
Deposits in banks and short-term investments		209			128		577			1,218
Total interest revenue		145,809			123,605		287,351			260,152

Interest expense:
Deposits:
NOW and interest-bearing demand		1,382			1,628		2,868			4,606
Money market		1,355			3,421		3,159			7,952
Savings		53			39		102			74
Time		830			6,183		2,710			13,714
Deposits		3,620			11,271		8,839			26,346
Short-term borrowings		—			—		—			1
Federal Home Loan Bank advances		—			—		2			1
Long-term debt		3,813			3,030		8,070			5,894
Total interest expense		7,433			14,301		16,911			32,242
Net interest revenue		138,376			109,304		270,440			227,910
(Release of) provision for credit losses		(13,588	)		33,543		(25,869	)		55,734
Net interest revenue after provision for credit losses		151,964			75,761		296,309			172,176

Noninterest income:
Service charges and fees		8,335			6,995		15,905			15,633
Mortgage loan gains and other related fees		11,136			23,659		33,708			31,969
Wealth management fees		3,822			1,324		7,327			2,964
Gains from sales of other loans, net		4,123			1,040		5,153			2,714
Securities gains, net		41			—		41			—
Other		8,384			7,220		18,412			12,772
Total noninterest income		35,841			40,238		80,546			66,052
Total revenue		187,805			115,999		376,855			238,228

Noninterest expenses:
Salaries and employee benefits		59,414			51,811		119,999			103,169
Communications and equipment		7,408			6,556		14,611			12,502
Occupancy		7,078			5,945		14,034			11,659
Advertising and public relations		1,493			2,260		2,692			3,534
Postage, printing and supplies		1,618			1,613		3,440			3,283
Professional fees		4,928			4,823		9,162			8,920
Lending and loan servicing expense		3,181			3,189		6,058			5,482
Outside services - electronic banking		2,285			1,796		4,503			3,628
FDIC assessments and other regulatory charges		1,901			1,558		3,797			3,042
Amortization of intangibles		929			987		1,914			2,027
Merger-related and other charges		1,078			397		2,621			1,205
Other		4,227			3,045		7,903			7,067
Total noninterest expenses		95,540			83,980		190,734			165,518
Net income before income taxes		92,265			32,019		186,121			72,710
Income tax expense		22,005			6,923		42,155			15,730
Net income		70,260			25,096		143,966			56,980
Preferred stock dividends		1,719			—		3,438			—
Undistributed earnings allocated to participating securities		432			183		894			426
Net income available to common shareholders	$	68,109		$	24,913	$	139,634		$	56,554

Net income per common share:
Basic	$	0.78		$	0.32	$	1.60		$	0.71
Diluted		0.78			0.32		1.60			0.71
Weighted average common shares outstanding:
Basic		87,289			78,920		87,306			79,130
Diluted		87,421			78,924		87,443			79,186

Average Consolidated Balance Sheets and Net Interest Analysis

For the Three Months Ended June 30,

	2021									2020
(dollars in thousands, fully taxable equivalent (FTE))	Average Balance			Interest			Average Rate			Average Balance			Interest		Average Rate
Assets:
Interest-earning assets:
Loans, net of unearned income (FTE) ⁽¹⁾⁽²⁾	$	11,616,802		$	127,458			4.40	%	$	9,772,703		$	107,398		4.42	%
Taxable securities ⁽³⁾		4,242,297			15,287			1.44			2,229,371			14,045		2.52
Tax-exempt securities (FTE) ⁽¹⁾⁽³⁾		388,609			3,030			3.12			178,903			2,110		4.72
Federal funds sold and other interest-earning assets		1,292,026			1,055			0.33			776,776			857		0.44
Total interest-earning assets (FTE)		17,539,734			146,830			3.36			12,957,753			124,410		3.86

Noninterest-earning assets:
Allowance for credit losses		(128,073	)								(89,992	)
Cash and due from banks		152,443									138,842
Premises and equipment		225,017									217,096
Other assets ⁽³⁾		1,002,634									949,201
Total assets	$	18,791,755								$	14,172,900

Liabilities and Shareholders' Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand	$	3,428,009			1,382			0.16		$	2,444,895			1,628		0.27
Money market		3,814,960			1,355			0.14			2,541,805			3,421		0.54
Savings		1,080,267			53			0.02			788,247			39		0.02
Time		1,548,487			899			0.23			1,805,671			6,058		1.35
Brokered time deposits		64,332			(69	)		(0.43	)		130,556			125		0.39
Total interest-bearing deposits		9,936,055			3,620			0.15			7,711,174			11,271		0.59
Federal funds purchased and other borrowings		111			—			—			1			—		—
Federal Home Loan Bank advances		—			—			—			—			—		—
Long-term debt		285,389			3,813			5.36			228,096			3,030		5.34
Total borrowed funds		285,500			3,813			5.36			228,097			3,030		5.34
Total interest-bearing liabilities		10,221,555			7,433			0.29			7,939,271			14,301		0.72

Noninterest-bearing liabilities:
Noninterest-bearing deposits		6,196,045									4,360,095
Other liabilities		314,130									187,375
Total liabilities		16,731,730									12,486,741
Shareholders' equity		2,060,025									1,686,159
Total liabilities and shareholders' equity	$	18,791,755								$	14,172,900

Net interest revenue (FTE)				$	139,397								$	110,109
Net interest-rate spread (FTE)								3.07	%							3.14	%
Net interest margin (FTE) ⁽⁴⁾								3.19	%							3.42	%

⁽¹⁾

Interest revenue on tax-exempt securities and loans has been increased to reflect comparable interest on taxable securities and loans. The rate used was 26%, reflecting the statutory federal income tax rate and the federal tax adjusted state income tax rate.

⁽²⁾

Included in the average balance of loans outstanding are loans on which the accrual of interest has been discontinued and loans that are held for sale.

⁽³⁾

Securities available for sale are shown at amortized cost. Pretax unrealized gains of $28.6 million and $66.3 million in 2021 and 2020, respectively, are included in other assets for purposes of this presentation.

⁽⁴⁾

Net interest margin is taxable equivalent net interest revenue divided by average interest-earning assets.

Average Consolidated Balance Sheets and Net Interest Analysis

For the Six Months Ended June 30,

	2021								2020
(dollars in thousands, fully taxable equivalent (FTE))	Average Balance			Interest		Average Rate			Average Balance			Interest		Average Rate
Assets:
Interest-earning assets:
Loans, net of unearned income (FTE) ⁽¹⁾⁽²⁾	$	11,525,363		$	252,580		4.42	%	$	9,300,792		$	225,194		4.87	%
Taxable securities ⁽³⁾		3,932,545			28,585		1.45			2,293,502			29,916		2.61
Tax-exempt securities (FTE) ⁽¹⁾⁽³⁾		380,370			5,918		3.11			170,578			4,155		4.87
Federal funds sold and other interest-earning assets		1,324,776			2,277		0.34			612,776			2,489		0.81
Total interest-earning assets (FTE)		17,163,054			289,360		3.40			12,377,648			261,754		4.25

Non-interest-earning assets:
Allowance for loan losses		(135,845	)							(79,885	)
Cash and due from banks		146,401								133,548
Premises and equipment		223,224								218,170
Other assets ⁽³⁾		1,012,896								908,828
Total assets	$	18,409,730							$	13,558,309

Liabilities and Shareholders' Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand	$	3,379,794			2,868		0.17		$	2,428,815			4,606		0.38
Money market		3,774,201			3,159		0.17			2,441,264			7,952		0.66
Savings		1,035,176			102		0.02			750,179			74		0.02
Time		1,595,196			2,487		0.31			1,823,612			13,308		1.47
Brokered time deposits		69,765			223		0.64			105,689			406		0.77
Total interest-bearing deposits		9,854,132			8,839		0.18			7,549,559			26,346		0.70
Federal funds purchased and other borrowings		62			—		—			199			1		1.01
Federal Home Loan Bank advances		1,657			2		0.24			83			1		2.42
Long-term debt		301,193			8,070		5.40			220,429			5,894		5.38
Total borrowed funds		302,912			8,072		5.37			220,711			5,896		5.37
Total interest-bearing liabilities		10,157,044			16,911		0.34			7,770,270			32,242		0.83

Noninterest-bearing liabilities:
Noninterest-bearing deposits		5,896,882								3,943,740
Other liabilities		313,374								174,781
Total liabilities		16,367,300								11,888,791
Shareholders' equity		2,042,430								1,669,518
Total liabilities and shareholders' equity	$	18,409,730							$	13,558,309

Net interest revenue (FTE)				$	272,449							$	229,512
Net interest-rate spread (FTE)							3.06	%							3.42	%
Net interest margin (FTE) ⁽⁴⁾							3.20	%							3.73	%

⁽¹⁾

⁽²⁾

Included in the average balance of loans outstanding are loans on which the accrual of interest has been discontinued and loans that are held for sale.

⁽³⁾

Securities available for sale are shown at amortized cost. Pretax unrealized gains of $43.4 million and $59.6 million in 2021 and 2020, respectively, are included in other assets for purposes of this presentation.

⁽⁴⁾

Net interest margin is taxable equivalent net-interest revenue divided by average interest-earning assets.

About United Community Banks, Inc.

United Community Banks, Inc. (NASDAQGS: UCBI) provides a full range of banking, wealth management and mortgage services for relationship-oriented consumers and business owners. The company, known as “The Bank That SERVICE Built,” has been recognized nationally for delivering award-winning service. United has $18.9 billion in assets and 162 offices in Florida, Georgia, North Carolina, South Carolina and Tennessee along with a national SBA lending franchise and a national equipment lending subsidiary. In 2021, J.D. Power ranked United highest in customer satisfaction with retail banking in the Southeast, marking seven out of the last eight years United earned the coveted award. United was also named one of the "Best Banks to Work For" by American Banker in 2020 for the fourth year in a row based on employee satisfaction. Forbes included United in its inaugural list of the World’s Best Banks in 2019 and again in 2020. Forbes also recognized United on its 2021 list of the 100 Best Banks in America for the eighth consecutive year. United also received five Greenwich Excellence Awards in 2020 for excellence in Small Business Banking, including a national award for Overall Satisfaction. Additional information about United can be found at www.ucbi.com.

Non-GAAP Financial Measures

This press release, including the accompanying financial statement tables, contains financial information determined by methods other than in accordance with generally accepted accounting principles, or GAAP. This financial information includes certain operating performance measures, which exclude merger-related and other charges that are not considered part of recurring operations, such as “operating net income,” “pre-tax, pre-provision income,” “operating net income per diluted common share,” “operating earnings per share,” “tangible book value per common share,” “operating return on common equity,” “operating return on tangible common equity,” “operating return on assets,” “return on assets - pre-tax, pre-provision, excluding merger-related and other charges,” “return on assets - pre-tax, pre-provision,” “operating efficiency ratio,” and “tangible common equity to tangible assets.” These non-GAAP measures are included because United believes they may provide useful supplemental information for evaluating United’s underlying performance trends. These measures should be viewed in addition to, and not as an alternative to or substitute for, measures determined in accordance with GAAP, and are not necessarily comparable to non-GAAP measures that may be presented by other companies. To the extent applicable, reconciliations of these non-GAAP measures to the most directly comparable measures as reported in accordance with GAAP are included with the accompanying financial statement tables.

# # #

IMPORTANT INFORMATION FOR SHAREHOLDERS AND INVESTORS

In connection with the proposed mergers with Aquesta Financial Holdings, Inc. (“Aquesta”) and Reliant Bancorp, Inc. (“Reliant”) (each a “Merger” and, collectively, the “Mergers”), United Community Banks, Inc. (“UCBI”) intends to file registration statements on Form S-4 with the Securities and Exchange Commission (“SEC”) that will include proxy statements of Aquesta and Reliant to be sent to Aquesta’s and Reliant’s shareholders, respectively, seeking their approval of the respective Mergers. Each of the registration statements also will contain a prospectus of UCBI to register the shares of UCBI common stock to be issued in connection with the Mergers. A definitive proxy statement/prospectus will also be provided to Aquesta’s and Reliant’s shareholders as required by applicable law.

INVESTORS AND SHAREHOLDERS OF AQUESTA AND RELIANT ARE ENCOURAGED TO READ THE APPLICABLE REGISTRATION STATEMENT, INCLUDING THE APPLICABLE PROXY STATEMENT/PROSPECTUS THAT WILL BE A PART OF THE REGISTRATION STATEMENT, WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED BY AQUESTA, RELIANT OR UCBI WITH THE SEC, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION STATEMENTS AND THOSE OTHER DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UCBI, AQUESTA RELIANT AND THE MERGERS.

The registration statements and other documents filed with the SEC may be obtained for free at the SEC’s website (www.sec.gov). You will also be able to obtain these documents, free of charge, from UCBI at the “Investor Relations” section of UCBI’s website at www.ucbi.com, from Aquesta at the “Investor Relations” section of Aquesta’s website at www.aquesta.com. or from Reliant at the “Investors” section of Reliant’s website at www.reliantbank.com. Copies of the respective definitive proxy statements/prospectuses will also be made available, free of charge, by contacting United Community Banks, Inc., P.O. Box 398, Blairsville, GA 30514, Attn: Jefferson Harralson, Telephone: (864) 240-6208, Aquesta Financial Holdings, Inc., 19510 Jetton Road, Cornelius, North Carolina 28031, Attn: Kristin Couch, Telephone: (704) 439-4325, Reliant Bancorp, Inc., 1736 Carothers Parkway Suite 100, Brentwood, TN 37027, Attn: Jerry Cooksey, Telephone: (615) 221-2020.

This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

PARTICIPANTS IN THE SOLICITATION

Aquesta, Reliant and UCBI and certain of their respective directors and executive officers, under the rules of the SEC, may be deemed to be participants in the solicitation of proxies from Aquesta’s shareholders and Reliant’s shareholders in favor of the approval of the respective Mergers. Information about the directors and officers of UCBI and their ownership of UCBI common stock can also be found in UCBI’s definitive proxy statement in connection with its 2021 annual meeting of shareholders, as filed with the SEC on March 30, 2021, and other documents subsequently filed by UCBI with the SEC. Information about the directors and executive officers of Aquesta and their ownership of Aquesta’s capital stock, as well as information regarding the interests of other persons who may be deemed participants in the transaction, may be obtained by reading the proxy statement/prospectus regarding the Merger with Aquesta when it becomes available. Information about the directors and executive officers of Reliant and their ownership of Reliant capital stock, as well as information regarding the interests of other persons who may be deemed participants in the transaction, may be found in Reliant’s definitive proxy statement in connection with its 2021 annual meeting of shareholders, as filed with the SEC on April 8, 2021, and other documents subsequently filed by Reliant with the SEC. Additional information regarding the interests of these participants will also be included in the proxy statement/prospectus pertaining to the respective Merger if and when it becomes available. Free copies of this document may be obtained as described above.

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