SEC Filing | United Community Banks, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___________ to ___________

Commission file number 001-35095

UNITED COMMUNITY BANKS, INC.

(Exact name of registrant as specified in its charter)

	Georgia		58-1807304
	(State of Incorporation)		(I.R.S. Employer Identification No.)

	125 Highway 515 East
	Blairsville, Georgia		30512
	Address of Principal Executive Offices		(Zip Code)

	(706) 781-2265
(Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES x NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x

Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

YES o NO x

Common stock, par value $1 per share 43,363,414 shares voting and 14,474,810 shares non-voting outstanding as of July 31, 2013.

INDEX


PART I - Financial Information

	Item 1.	Financial Statements.

		Consolidated Statement of Income (unaudited) for the Three and Six Months Ended June 30, 2013 and 2012	3

		Consolidated Statement of Comprehensive Income (unaudited) for the Three and Six Months Ended June 30, 2013 and 2012	4

		Consolidated Balance Sheet (unaudited) at June 30, 2013, December 31, 2012 and June 30, 2012	5

		Consolidated Statement of Changes in Shareholders’ Equity (unaudited) for the Six Months Ended June 30, 2013 and 2012	6

		Consolidated Statement of Cash Flows (unaudited) for the Six Months Ended June 30, 2013 and 2012	7

		Notes to Consolidated Financial Statements	8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	37

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	60

	Item 4.	Controls and Procedures.	60

PART II - Other Information

	Item 1.	Legal Proceedings.	61
	Item 1A.	Risk Factors.	61
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	62
	Item 3.	Defaults Upon Senior Securities.	62
	Item 4.	Mine Safety Disclosures.	62
	Item 5.	Other Information.	62
	Item 6.	Exhibits.	63

Part I – Financial Information

Item 1 – Financial Statements


UNITED COMMUNITY BANKS, INC.
Consolidated Statement of Operations (Unaudited)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in thousands, except per share data)	2013			2012			2013			2012
Interest revenue:
Loans, including fees	$	50,728		$	54,178		$	101,662		$	109,937
Investment securities, including tax exempt of $210, $262, $422 and $512		9,681			11,062			19,646			24,066
Deposits in banks and short-term investments		916			1,096			1,786			2,108
Total interest revenue		61,325			66,336			123,094			136,111
Interest expense:
Deposits:
NOW		419			503			873			1,140
Money market		534			661			1,096			1,302
Savings		36			38			72			75
Time		2,924			5,073			6,150			11,232
Total deposit interest expense		3,913			6,275			8,191			13,749
Short-term borrowings		522			904			1,038			1,949
Federal Home Loan Bank advances		30			390			49			856
Long-term debt		2,666			2,375			5,328			4,747
Total interest expense		7,131			9,944			14,606			21,301
Net interest revenue		54,194			56,392			108,488			114,810
Provision for loan losses		48,500			18,000			59,500			33,000
Net interest revenue after provision for loan losses		5,694			38,392			48,988			81,810
Fee revenue:
Service charges and fees		7,972			7,816			15,375			15,599
Mortgage loan and other related fees		3,003			2,322			5,658			4,421
Brokerage fees		1,063			809			1,830			1,622
Securities gains, net		-			6,490			116			7,047
Loss from prepayment of debt		-			(6,199	)		-			(6,681	)
Other		4,274			1,629			6,159			6,238
Total fee revenue		16,312			12,867			29,138			28,246
Total revenue		22,006			51,259			78,126			110,056
Operating expenses:
Salaries and employee benefits		24,734			24,297			48,326			49,522
Communications and equipment		3,468			3,211			6,514			6,366
Occupancy		3,449			3,539			6,816			7,310
Advertising and public relations		1,037			1,088			1,975			1,934
Postage, printing and supplies		894			916			1,757			1,895
Professional fees		2,499			1,952			4,865			3,927
Foreclosed property		5,151			1,851			7,484			5,676
FDIC assessments and other regulatory charges		2,505			2,545			5,010			5,055
Amortization of intangibles		491			730			1,196			1,462
Other		4,595			4,181			8,650			8,118
Total operating expenses		48,823			44,310			92,593			91,265
Net (loss) income before income taxes		(26,817	)		6,949			(14,467	)		18,791
Income tax (benefit) expense		(256,781	)		450			(256,196	)		764
Net income		229,964			6,499			241,729			18,027
Preferred stock dividends and discount accretion		3,055			3,032			6,107			6,062
Net income available to common shareholders	$	226,909		$	3,467		$	235,622		$	11,965
Earnings per common share - basic / diluted	$	3.90		$	.06		$	4.05		$	.21
Weighted average common shares outstanding - basic / diluted		58,141			57,840			58,111			57,803

See accompanying notes to consolidated financial statements.

UNITED COMMUNITY BANKS, INC.

Consolidated Statement of Comprehensive Income (Unaudited)


(in thousands)	Three Months Ended June 30,									Six Months Ended June 30,
2013	Before- tax Amount			Tax (Expense) Benefit			Net of Tax Amount			Before- tax Amount			Tax (Expense) Benefit			Net of Tax Amount

Net (loss) income	$	(26,817	)	$	256,781		$	229,964		$	(14,467	)	$	256,196		$	241,729
Other comprehensive income (loss):
Unrealized (losses) gains on available-for-sale securities:
Unrealized holding gains (losses) arising during period		(15,358	)		5,798			(9,560	)		(13,717	)		5,177			(8,540	)
Reclassification adjustment for gains included in net income		-			-			-			(116	)		45			(71	)
Adjustment of valuation allowance for the change in deferred taxes arising from unrealized gains and losses on available-for-sale securities and release of valuation allowance		-			(3,526	)		(3,526	)		-			(2,950	)		(2,950	)
Net unrealized gains (losses)		(15,358	)		2,272			(13,086	)		(13,833	)		2,272			(11,561	)
Amortization of gains included in net income on available-for-sale securities transferred to held-to-maturity		(271	)		103			(168	)		(590	)		227			(363	)
Adjustment of valuation allowance for the change in deferred taxes arising from the amortization of gains included in net income (loss) on available-for-sale securities transferred to held-to-maturity and release of valuation allowance		-			1,415			1,415			-			1,293			1,293
Net unrealized losses		(271	)		1,518			1,247			(590	)		1,520			930
Amounts reclassified into net income on cash flow hedges		(306	)		119			(187	)		(844	)		328			(516	)
Unrealized losses on derivative financial instruments accounted for as cash flow hedges		11,672			(4,540	)		7,132			12,102			(4,707	)		7,395
Adjustment of valuation allowance for the change in deferred taxes arising from unrealized gains and losses and amortization of gains included in net income on cash flow hedges and release of valuation allowance		-			13,740			13,740			-			13,698			13,698
Net unrealized losses		11,366			9,319			20,685			11,258			9,319			20,577
Net actuarial loss on defined benefit pension plan		-			-			-			(415	)		161			(254	)
Amortization of prior service cost and actuarial losses included in net periodic pension cost for defined benefit pension plan		133			(52	)		81			265			(103	)		162
Adjustment of valuation allowance for the change in deferred taxes arising from reclassification of unamortized prior service cost and actuarial losses and amortization of prior service cost and actuarial losses and release of valuation allowance		-			110			110			-			-			-
Net defined benefit pension plan activity		133			58			191			(150	)		58			(92	)

Total other comprehensive income (loss)		(4,130	)		13,167			9,037			(3,315	)		13,169			9,854

Comprehensive income	$	(30,947	)	$	269,948		$	239,001		$	(17,782	)	$	269,365		$	251,583

2012

Net (loss) income	$	6,949		$	(450	)	$	6,499		$	18,791		$	(764	)	$	18,027
Other comprehensive income (loss):
Unrealized (losses) gains on available-for-sale securities:
Unrealized holding gains (losses) arising during period		4,264			(1,645	)		2,619			924			(277	)		647
Reclassification adjustment for gains included in net income		(6,490	)		2,425			(4,065	)		(7,047	)		2,631			(4,416	)
Valuation allowance for the change in deferred taxes arising from unrealized gains and losses on available-for-sale securities		-			(780	)		(780	)		-			(2,354	)		(2,354	)
Net unrealized gains (losses)		(2,226	)		-			(2,226	)		(6,123	)		-			(6,123	)
Amortization of gains included in net income on available-for-sale securities transferred to held-to-maturity		(400	)		151			(249	)		(813	)		308			(505	)
Valuation allowance for the change in deferred taxes arising from the amortization of gains included in net income (loss) on available-for-sale securities transferred to held-to- maturity		-			(151	)		(151	)		-			(308	)		(308	)
Net unrealized losses		(400	)		-			(400	)		(813	)		-			(813	)
Amortization of gains included in net income on terminated derivative financial instruments that were previously accounted for as cash flow hedges		(714	)		278			(436	)		(2,314	)		900			(1,414	)
Unrealized losses on derivative financial instruments accounted for as cash flow hedges		(4,855	)		1,889			(2,966	)		(4,855	)		1,889			(2,966	)
Valuation allowance for the change in deferred taxes arising from unrealized gains and losses and amortization of gains included in net income on cash flow hedges		-			(2,167	)		(2,167	)		-			(2,789	)		(2,789	)
Net unrealized losses		(5,569	)		-			(5,569	)		(7,169	)		-			(7,169	)
Net actuarial loss on defined benefit pension plan		-			-			-			-			-			-
Amortization of prior service cost and actuarial losses included in net periodic pension cost for defined benefit pension plan		154			(60	)		94			308			(120	)		188
Valuation allowance for the change in deferred taxes arising from reclassification of unamortized prior service cost and actuarial losses and amortization of prior service cost and actuarial losses					60			60						120			120
Net defined benefit pension plan activity		154			-			154			308			-			308

Total other comprehensive income (loss)		(8,041	)		-			(8,041	)		(13,797	)		-			(13,797	)

Comprehensive income	$	(1,092	)	$	(450	)	$	(1,542	)	$	4,994		$	(764	)	$	4,230

See accompanying notes to consolidated financial statements.

UNITED COMMUNITY BANKS, INC. Consolidated Balance Sheet (Unaudited)
	June 30,			December 31,			June 30,
(in thousands, except share and per share data)	2013			2012			2012
ASSETS
Cash and due from banks	$	62,564		$	66,536		$	50,596
Interest-bearing deposits in banks		141,016			124,613			133,857
Short-term investments		57,000			60,000			120,000
Cash and cash equivalents		260,580			251,149			304,453
Securities available-for-sale		1,937,264			1,834,593			1,701,583
Securities held-to-maturity (fair value $226,695, $261,131 and $299,791)		214,947			244,184			282,750
Mortgage loans held for sale		19,150			28,821			18,645
Loans, net of unearned income		4,189,368			4,175,008			4,119,235
Less allowance for loan losses		(81,845	)		(107,137	)		(112,705	)
Loans, net		4,107,523			4,067,871			4,006,530
Assets covered by loss sharing agreements with the FDIC		35,675			47,467			65,914
Premises and equipment, net		167,197			168,920			172,200
Bank owned life insurance		82,276			81,867			81,265
Accrued interest receivable		19,279			18,659			20,151
Goodwill and other intangible assets		4,315			5,510			6,965
Foreclosed property		3,936			18,264			30,421
Net deferred tax asset		272,287			-			-
Unsettled securities sales		-			5,763			-
Other assets		38,206			29,191			46,229
Total assets	$	7,162,635		$	6,802,259		$	6,737,106
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Demand	$	1,349,804		$	1,252,605		$	1,150,444
NOW		1,225,664			1,316,453			1,196,507
Money market		1,167,889			1,149,912			1,117,139
Savings		247,821			227,308			219,077
Time:
Less than $100,000		982,009			1,055,271			1,164,451
Greater than $100,000		664,112			705,558			764,343
Brokered		374,530			245,033			210,506
Total deposits		6,011,829			5,952,140			5,822,467
Short-term borrowings		54,163			52,574			53,656
Federal Home Loan Bank advances		70,125			40,125			125,125
Long-term debt		124,845			124,805			120,265
Accrued expenses and other liabilities		72,370			51,210			39,598
Total liabilities		6,333,332			6,220,854			6,161,111

Commitments and contingencies

Shareholders’ equity:
Preferred stock, $1 par value; 10,000,000 shares authorized;
Series A; $10 stated value; 21,700 shares issued and outstanding		217			217			217
Series B; $1,000 stated value; 180,000 shares issued and outstanding		179,323			178,557			177,814
Series D; $1,000 stated value; 16,613 shares issued and outstanding		16,613			16,613			16,613
Common stock, $1 par value; 100,000,000 shares authorized;
43,356,492, 42,423,870 and 41,726,509 shares issued and outstanding		43,356			42,424			41,727
Common stock, non-voting, $1 par value; 30,000,000 shares authorized;
14,474,810, 15,316,794 and 15,914,209 shares issued and outstanding		14,475			15,317			15,914
Common stock issuable; 271,215, 133,238 and 94,657 shares		4,705			3,119			2,893
Capital surplus		1,057,931			1,057,951			1,056,819
Accumulated deficit		(473,531	)		(709,153	)		(718,896	)
Accumulated other comprehensive loss		(13,786	)		(23,640	)		(17,106	)
Total shareholders’ equity		829,303			581,405			575,995
Total liabilities and shareholders’ equity	$	7,162,635		$	6,802,259		$	6,737,106

See accompanying notes to consolidated financial statements.

UNITED COMMUNITY BANKS, INC. Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) For the Six Months Ended June 30,
																					Accumulated
	Preferred Stock								Non-Voting			Common									Other
(in thousands, except share	Series		Series		Series		Common		Common			Stock			Capital			Accumulated			Comprehensive
and per share data)	A		B		D		Stock		Stock			Issuable			Surplus			Deficit			Income (Loss)			Total

Balance, December 31, 2011	$	217	$	177,092	$	16,613	$	41,647	$	15,914		$	3,233		$	1,054,940		$	(730,861	)	$	(3,309	)	$	575,486
Net loss																			18,027						18,027
Other comprehensive loss																						(13,797	)		(13,797	)
Common stock issued to
dividend reinvestment plan
and employee benefit plans
(60,982 shares)								61								440									501
Amortization of stock options
and restricted stock awards																946									946
Vesting of restricted stock
(15,790 shares issued,
8,399 shares deferred)								16					(151	)		206									71
Deferred compensation plan,
net, including dividend
equivalents													101												101
Shares issued from deferred
compensation plan
(2,637 shares)								3					(290	)		287									-
Preferred stock dividends:
Series A																			(6	)					(6	)
Series B				722															(5,222	)					(4,500	)
Series D																			(834	)					(834	)
Balance, June 30, 2012	$	217	$	177,814	$	16,613	$	41,727	$	15,914		$	2,893		$	1,056,819		$	(718,896	)	$	(17,106	)	$	575,995

Balance, December 31, 2012	$	217	$	178,557	$	16,613	$	42,424	$	15,317		$	3,119		$	1,057,951		$	(709,153	)	$	(23,640	)	$	581,405
Net income																			241,729						241,729
Other comprehensive income																						9,854			9,854
Common stock issued to
dividend reinvestment
plan and to employee
benefit plans (35,667
shares)								35								348									383
Conversion of non-voting
common stock to voting
(841,984 shares)								842		(842	)
Amortization of stock options
and restricted stock awards																1,359									1,359
Vesting of restricted stock,
net of shares surrendered
to cover payroll taxes
(50,450 shares issued,
133,914 shares deferred)								50					1,934			(2,161	)								(177	)
Deferred compensation plan,
net, including dividend
equivalents													91												91
Shares issued from deferred
compensation plan
(4,521 shares)								5					(439	)		434									-
Preferred stock dividends:
Series A																			(6	)					(6	)
Series B				766															(5,266	)					(4,500	)
Series D																			(835	)					(835	)
Balance, June 30, 2013	$	217	$	179,323	$	16,613	$	43,356	$	14,475		$	4,705		$	1,057,931		$	(473,531	)	$	(13,786	)	$	829,303

See accompanying notes to consolidated financial statements.

UNITED COMMUNITY BANKS, INC. Consolidated Statement of Cash Flows (Unaudited)
	Six Months Ended
	June 30,
(in thousands)	2013			2012
Operating activities:
Net income	$	241,729		$	18,027
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion		14,574			16,511
Provision for loan losses		59,500			33,000
Stock based compensation		1,359			946
Deferred income tax benefit		(258,987	)		-
Securities gains, net		(116	)		(7,047	)
Losses and write downs on sales of other real estate owned		5,460			2,943
Loss on prepayment of borrowings		-			6,681
Changes in assets and liabilities:
Other assets and accrued interest receivable		12,872			22,783
Accrued expenses and other liabilities		19,487			(6,754	)
Mortgage loans held for sale		9,671			5,236
Net cash provided by operating activities		105,549			92,326

Investing activities:
Investment securities held-to-maturity:
Proceeds from maturities and calls		33,141			45,741
Purchases		(4,993	)		-
Investment securities available-for-sale:
Proceeds from sales		15,751			371,103
Proceeds from maturities and calls		260,967			289,985
Purchases		(397,907	)		(580,652	)
Net increase in loans		(203,903	)		(58,765	)
Proceeds from note sales		91,913			-
Collections from FDIC under loss sharing agreements		3,714			5,054
Proceeds from sales of premises and equipment		1,547			664
Purchases of premises and equipment		(4,488	)		(2,581	)
Proceeds from sale of other real estate		21,815			14,620
Net cash (used in) provided by investing activities		(182,443	)		85,169

Financing activities:
Net change in deposits		59,689			(275,516	)
Net change in short-term borrowings		1,589			(53,401	)
Proceeds from Federal Home Loan Bank advances		485,000			1,489,000
Settlement of Federal Home Loan Bank advances		(455,000	)		(1,406,701	)
Proceeds from issuance of common stock for dividend reinvestment and employee benefit plans		383			501
Cash dividends on preferred stock		(5,336	)		(5,341	)
Net cash provided by (used in) financing activities		86,325			(251,458	)
Net change in cash and cash equivalents		9,431			(73,963	)
Cash and cash equivalents at beginning of period		251,149			378,416
Cash and cash equivalents at end of period	$	260,580		$	304,453

Supplemental disclosures of cash flow information:
Cash paid (received) during the period for:
Interest	$	16,768		$	23,222
Income taxes		2,355			(27,105	)
Unsettled securities purchases		1,582			-
Transfers of loans to foreclosed property		9,433			9,319

See accompanying notes to consolidated financial statements.

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1 – Accounting Policies

The accounting and financial reporting policies of United Community Banks, Inc. (“United”) and its subsidiaries conform to accounting principles generally accepted in the United States of America (“GAAP”) and general banking industry practices. The accompanying interim consolidated financial statements have not been audited. All material intercompany balances and transactions have been eliminated. A more detailed description of United’s accounting policies is included in its Annual Report on Form 10-K for the year ended December 31, 2012.

In management’s opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. These adjustments are normal and recurring accruals considered necessary for a fair and accurate presentation. The results for interim periods are not necessarily indicative of results for the full year or any other interim periods.

Certain 2012 amounts have been reclassified to conform to the 2013 presentation. The 2012 reclassifications were not material to the financial statement presentation.

Note 2 –Accounting Standards Updates and Recently Adopted Standards

In January 2013, the FASB issued Accounting Standards Update No. 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This ASU limits the scope of the new balance sheet offsetting disclosures to derivatives, repurchase agreements, and securities lending transactions to the extent that they are (1) offset in the financial statements or (2) subject to an enforceable master netting agreement. The disclosure requirements were effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods. This guidance did not have a material impact on United’s financial position or results of operations, and resulted in additional disclosures.

In February 2013, the FASB issued Accounting Standards Update No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The amendments in this update require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component and by the respective line items of net income. The standard was effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. This guidance did not have a material impact on United’s financial position or results of operations, and resulted in additional disclosures.

In July 2013, the FASB issued Accounting Standards Update No. 2013-10, Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes. The amendments in this update permit the Fed Funds Effective Swap Rate (OIS) to be used as a benchmark interest rate for hedge accounting in addition to UST and LIBOR. The amendments also remove the restriction on using different benchmark rates for similar hedges. The standard is effective prospectively for qualifying new or re-designated hedging relationships entered into on or after July 17, 2013. This guidance did not have a material impact on United’s financial position, results of operations or disclosures.

In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward exists. This ASU provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Since United has both unrecognized tax benefits and net operating loss and tax credit carryforwards, this ASU could have an impact on United's financial position, results of operations or disclosures. United is currently in the process of quantifying this impact.

Note 3 – Offsetting Assets and Liabilities

United enters into reverse repurchase agreements in order to invest short-term funds. In addition, United enters into repurchase agreements and reverse repurchase agreements with the same counterparty in transactions commonly referred to as collateral swaps that are subject to master netting agreements under which the balances are netted in the balance sheet in accordance with ASC 210-20, Offsetting.

United also enters into derivative transactions that are subject to master netting arrangements; however there were no offsetting positions at June 30, 2013, December 31, 2012 or June 30, 2012.

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The following table presents a summary of amounts outstanding under master netting agreements as of June 30, 2013 and December 31, 2012, and June 30, 2012 (in thousands).


	Gross Amounts of Recognized Assets		Gross Amounts Offset on the Balance Sheet					Gross Amounts not Offset in the Balance Sheet
June 30, 2013	Gross Amounts of Recognized Assets		Gross Amounts Offset on the Balance Sheet			Net Asset Balance		Financial Instruments		Collateral Received		Net Amount

Repurchase agreements / reverse repurchase agreements	$	400,000	$	(350,000	)	$	50,000	$	-	$	-	$	50,000