8-K
Atlantic Union Bankshares Corp (AUB)
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 2024
ATLANTIC UNION BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
| Virginia | 001-39325 | 54-1598552 |
|---|---|---|
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
4300 Cox Road
Glen Allen , Virginia **** 23060
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (804) 633-5031
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| | | |||
|---|---|---|---|---|
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $1.33 per share | | AUB | | New York Stock Exchange |
| Depositary Shares, Each Representing a 1/400^th^ Interest in a Share of 6.875% Perpetual Non-Cumulative Preferred Stock, Series A | | AUB.PRA | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ |
|---|---|
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
| --- | --- |
Item 2.02 Results of Operations and Financial Condition.
On April 23, 2024, Atlantic Union Bankshares Corporation (the “Company”) issued a press release announcing its financial results for the first quarter 2024. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information disclosed in or incorporated by reference into this Item 2.02, including Exhibit 99.1, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.
Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.2 and incorporated herein by reference is a presentation that the Company will use in connection with a webcast and conference call for investors and analysts at 9:00 a.m. Eastern Time on Tuesday, April 23, 2024. This presentation is also available under the Presentations link in the Investor Relations – News & Events section of the Company’s website at https://investors.atlanticunionbank.com.
The information disclosed in or incorporated by reference into this Item 7.01, including Exhibit 99.2, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
|---|---|---|
| 99.1 | Press release dated April 23, 2024 regarding the first quarter 2024 results. | |
| 99.2 | | Atlantic Union Bankshares Corporation presentation. |
| 104 | | Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATLANTIC UNION BANKSHARES CORPORATION | |||
|---|---|---|---|
| Date: April 23, 2024 | By: | /s/ Robert M. Gorman | |
| Robert M. Gorman | |||
| Executive Vice President and | |||
| Chief Financial Officer | |||
| | | | |
2
Exhibit 99.1

Contact: Robert M. Gorman - (804) 523-7828
Executive Vice President / Chief Financial Officer
ATLANTIC UNION BANKSHARES REPORTS FIRST QUARTER FINANCIAL RESULTS
Richmond, Va., April 23, 2024 – Atlantic Union Bankshares Corporation (the “Company” or “Atlantic Union”) (NYSE: AUB) reported net income available to common shareholders of $46.8 million and basic and diluted earnings per common share of $0.62 for the first quarter of 2024 and adjusted operating earnings available to common shareholders^(1)^ of $49.0 million and adjusted diluted operating earnings per common share^(1)^ of $0.65 for the first quarter of 2024.
Merger with American National Bankshares Inc. (“American National”)
On April 1, 2024, the Company completed its merger with American National. Under the terms of the merger agreement, at the effective time of the merger, each outstanding share of American National common stock was converted into 1.35 shares of the Company’s common stock. With the acquisition of American National, we acquired 26 branches, deepening our presence in Central, Western and Southern Virginia and providing entry into North Carolina’s Piedmont Triad region and Raleigh.
During the first quarter of 2024, the Company incurred pre-tax merger costs of approximately $1.9 million related to the merger with American National. Because the merger closed on April 1, 2024, the historical consolidated financial results of American National are not included in the Company’s results of operations for the quarter ended March 31, 2024.
“Atlantic Union delivered good operating metrics in the first quarter as the industry saw continued pressure from the higher for longer interest rate environment and economic uncertainty,” said John C. Asbury, president and chief executive officer of Atlantic Union*. “Our markets remain healthy, and we grew loans at an annualized mid-single digit rate and more than funded them with growth in customer deposits. Credit metrics remained stable, and operating expenses were well managed in line with our 2024 financial plan. We continue to believe that our business model of a diversified, traditional, full-service bank that delivers the products and services that our customers want and need, combined with local decision making, responsiveness, and client service orientation positively sets us apart from other banks, both larger and smaller. Operating under the mantra of soundness, profitability, and growth – in that order of priority – Atlantic Union remains committed to generating sustainable, profitable growth, and building long-term value for our shareholders.*
“I want to welcome our new shareholders, customers and Teammates from the American National Bankshares merger which closed on April 1, 2024. We look forward to a successful integration of American National into Atlantic Union and believe that this combination will be a catalyst for future growth and differentiated financial performance."
NET INTEREST INCOME
For the first quarter of 2024, net interest income was $147.8 million, a decrease of $5.7 million from $153.5 million in the fourth quarter of 2023. Net interest income (FTE)^(1)^was $151.5 million in the first quarter of 2024, a decrease of $5.8 million from $157.3 million in the fourth quarter of 2023. The decreases in net interest income and net interest income (FTE)^( 1)^were primarily driven by higher deposit costs due to growth in average deposit balances and changes in the deposit mix as depositors continued to migrate to higher costing interest bearing deposit accounts and the lower day count in the quarter, as well as higher short-term borrowing costs due to an increase in average short-term borrowings in the quarter. These decreases were partially offset by higher yields on the loan portfolio and higher average balances of loans held for investment (“LHFI”). Both our net interest margin and net interest margin (FTE)^(1)^ decreased 15 basis points from the prior quarter to 3.11% and 3.19%, respectively, for the quarter ended March 31, 2024, reflecting higher
cost of funds, partially offset by higher yields on earning assets. Earning asset yields for the first quarter of 2024 increased 3 basis points to 5.62% compared to the fourth quarter of 2023, primarily due to higher yields on LHFI, as well as loan growth. The Company’s cost of funds increased by 18 basis points to 2.43% at March 31, 2024 compared to the prior quarter, due primarily to higher deposit costs driven by higher rates and changes in the deposit mix as noted above.
The Company’s net interest margin (FTE)^(1)^ includes the impact of acquisition accounting fair value adjustments. Net accretion related to acquisition accounting was $602,000 for the quarter ended March 31, 2024. The impact of net accretion in the fourth quarter of 2023 and first quarter of 2024 are reflected in the following table (dollars in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | |
| | | Loan | | Deposit | | Borrowings | | | | |||
| | Accretion | **** | Amortization | **** | Amortization | **** | Total | |||||
| For the quarter ended December 31, 2023 | | $ | 937 | | $ | (4) | | $ | (215) | | $ | 718 |
| For the quarter ended March 31, 2024 | | | 819 | | | (1) | | | (216) | | | 602 |
ASSET QUALITY
Overview
At March 31, 2024, nonperforming assets (“NPAs”) as a percentage of total LHFI was 0.23%, a decrease of 1 basis point from the prior quarter and included nonaccrual loans of $36.4 million. Accruing past due loans as a percentage of total LHFI totaled 32 basis points at March 31, 2024, an increase of 1 basis point from December 31, 2023 and an increase of 11 basis points from March 31, 2023. Net charge-offs were 0.13% of total average LHFI (annualized) for the first quarter of 2024, an increase of 10 basis points from December 31, 2023 and consistent with March 31, 2023. The net charge-offs in the first quarter of 2024 were primarily related to two credit relationships, which were previously reserved for in the prior quarter’s allowance for credit losses (“ACL”). The ACL totaled $151.8 million at March 31, 2024, a $3.3 million increase from the prior quarter, reflecting the impact of loan growth and continued uncertainty in the economic outlook on certain portfolios.
Nonperforming Assets
At March 31, 2024, NPAs totaled $36.4 million, compared to $36.9 million in the prior quarter. The following table shows a summary of NPA balances at the quarter ended (dollars in thousands):
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | March 31, | **** | December 31, | **** | September 30, | **** | June 30, | **** | March 31, | |||||
| | | 2024 | | 2023 | | 2023 | | 2023 | | 2023 | |||||
| Nonaccrual loans | | $ | 36,389 | | $ | 36,860 | | $ | 28,626 | | $ | 29,105 | | $ | 29,082 |
| Foreclosed properties | | 29 | | 29 | | 149 | | 50 | | 29 | |||||
| Total nonperforming assets | | $ | 36,418 | | $ | 36,889 | | $ | 28,775 | | $ | 29,155 | | $ | 29,111 |
The following table shows the activity in nonaccrual loans for the quarter ended (dollars in thousands):
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | March 31, | **** | December 31, | **** | September 30, | **** | June 30, | **** | March 31, | |||||
| | | 2024 | | 2023 | | 2023 | | 2023 | | 2023 | |||||
| Beginning Balance | | $ | 36,860 | | $ | 28,626 | | $ | 29,105 | | $ | 29,082 | | $ | 27,038 |
| Net customer payments | | (1,583) | | (2,198) | | (1,947) | | (5,950) | | (1,755) | |||||
| Additions | | 5,047 | | 10,604 | | 1,651 | | 6,685 | | 4,151 | |||||
| Charge-offs | | (3,935) | | (172) | | (64) | | (712) | | (39) | |||||
| Loans returning to accruing status | | — | | — | | (119) | | — | | (313) | |||||
| Ending Balance | | $ | 36,389 | | $ | 36,860 | | $ | 28,626 | | $ | 29,105 | | $ | 29,082 |
Past Due Loans
At March 31, 2024, past due loans still accruing interest totaled $50.7 million or 0.32% of total LHFI, compared to $48.4 million or 0.31% of total LHFI at December 31, 2023, and $30.9 million or 0.21% of total LHFI at March 31, 2023. The increase in past due loan levels at March 31, 2024 from December 31, 2023 and March 31, 2023 was primarily within the 30-59 days past due category. Of the total past due loans still accruing interest, $11.4 million or 0.07% of total LHFI were past due 90 days or more at March 31, 2024, compared to $13.9 million or 0.09% of total LHFI at December 31, 2023, and $7.2 million or 0.05% of total LHFI at March 31, 2023.
Allowance for Credit Losses
At March 31, 2024, the ACL was $151.8 million and included an allowance for loan and lease losses (“ALLL”) of $136.2 million and a reserve for unfunded commitments of $15.6 million. The ACL at March 31, 2024 increased $3.3 million from December 31, 2023 primarily due to loan growth in the first quarter of 2024 and the impact of continued uncertainty in the economic outlook on certain portfolios.
The ACL as a percentage of total LHFI was 0.96% at March 31, 2024, an increase of 1 basis point from December 31, 2023. The ALLL as a percentage of total LHFI was 0.86% at March 31, 2024, compared to 0.85% at December 31, 2023.
Net Charge-offs
Net charge-offs were $4.9 million or 0.13% of total average LHFI on an annualized basis for the first quarter of 2024, compared to $1.2 million or 0.03% (annualized) for the fourth quarter of 2023, and $4.6 million or 0.13% (annualized) for the first quarter of 2023. The net charge-offs in the first quarter of 2024 were primarily related to two credit relationships, which were previously reserved for in the prior quarter’s ACL.
Provision for Credit Losses
For the first quarter of 2024, the Company recorded a provision for credit losses of $8.2 million, compared to a provision for credit losses of $8.7 million in the prior quarter, and a provision for credit losses of $11.9 million in the first quarter of 2023.
NONINTEREST INCOME
Noninterest income decreased $4.4 million to $25.6 million for the first quarter of 2024 from $30.0 million in the prior quarter, primarily driven by a $2.4 million decrease in loan-related interest swap fees in the first quarter as swap transactions decreased from the seasonally high fourth quarter, and a $2.2 million decrease in other operating income, as the prior quarter included a $1.9 million gain related to a sale-leaseback transaction of one branch location.
NONINTEREST EXPENSE
Noninterest expense decreased $2.6 million to $105.3 million for the first quarter of 2024 from $107.9 million in the prior quarter, primarily driven by a $3.5 million decrease in other expenses, which included a $3.3 million legal reserve incurred in the prior quarter related to our previously disclosed settlement with the CFPB; a $2.5 million decrease in FDIC assessment premiums and other insurance, which included a $3.4 million FDIC special assessment in the prior quarter, compared to $840,000 in the first quarter of 2024; a $1.3 million decrease in professional services expense primarily due to a decrease in costs related to strategic initiatives as the Company focused on completing its merger with American National; and a $700,000 decrease in marketing and advertising expenses. These decreases were partially offset by a $5.2 million increase in salaries and benefits due to seasonal increases in payroll related taxes and 401(k) contribution expenses in the first quarter.
INCOME TAXES
The effective tax rate for the three months ended March 31, 2024 and 2023 was 16.9% and 17.0%, respectively.
BALANCE SHEET
At March 31, 2024, total assets were $21.4 billion, an increase of $211.9 million or approximately 4.0% (annualized) from December 31, 2023 and $1.3 billion or approximately 6.3% from March 31, 2023. The increases in total assets were primarily driven by growth in LHFI (net of deferred fees and costs).
At March 31, 2024, LHFI (net of deferred fees and costs) totaled $15.9 billion, an increase of $216.6 million or 5.6% (annualized) from $15.6 billion at December 31, 2023, and an increase of $1.3 billion or 8.7% from March 31, 2023. Quarterly average LHFI (net of deferred fees and costs) totaled $15.7 billion at March 31, 2024, an increase of $338.1 million or 8.8% (annualized) from the prior quarter, and an increase of $1.2 billion or 8.5% from March 31, 2023. LHFI (net of deferred fees and costs) increased from the prior quarter primarily due to increases in the construction and land development and other commercial loan portfolios, and increased from the same period in the prior year primarily due to increases in the commercial and industrial, commercial real estate non-owner occupied, multifamily real estate, and other commercial loan portfolios.
At March 31, 2024, total investments were $3.1 billion, a decrease of $42.7 million or 5.4% (annualized) from December 31, 2023, and a decrease of $54.0 million or 1.7% from March 31, 2023. Available for sale (“AFS”) securities totaled $2.2 billion at both March 31, 2024 and December 31, 2023 and decreased slightly from $2.3 billion at March 31, 2023. Total net unrealized losses on the AFS securities portfolio were $410.9 million at March 31, 2024, compared to $384.3 million at December 31, 2023 and $407.9 million at March 31, 2023. Held to maturity securities are carried at cost and totaled $828.9 million at March 31, 2024, $837.4 million at December 31, 2023, and $855.4 million at March 31, 2023 and had net unrealized losses of $37.6 million at March 31, 2024, compared to $29.3 million at December 31, 2023 and $32.3 million at March 31, 2023.
At March 31, 2024, total deposits were $17.3 billion, an increase of $460.3 million or 11.0% (annualized) from the prior quarter. Average deposits at March 31, 2024 increased from the prior quarter by $33.8 million or 0.8% (annualized). Total deposits at March 31, 2024 increased $822.5 million or 5.0% from March 31, 2023, and quarterly average deposits at March 31, 2024 increased $730.0 million or 4.4% from the same period in the prior year. Total deposits increased from the prior quarter and the same period in the prior year primarily due to increases in interest bearing customer deposits and brokered deposits, partially offset by decreases in demand deposits.
At March 31, 2024, total borrowings were $1.1 billion, a decrease of $254.1 million from December 31, 2023 and an increase of $258.8 million from March 31, 2023. At March 31, 2024, average borrowings were $1.0 billion, an increase of $220.5 million from December 31, 2023, and a decrease of $108.2 million from March 31, 2023. The increase in average borrowings from the prior quarter was primarily driven by increased use of short-term borrowings to fund loan growth, while the decrease from the same period in the prior year was due to paydowns of short-term borrowings due to deposit growth.
The following table shows the Company’s capital ratios at the quarters ended:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | **** | March 31, | **** | December 31, | **** | March 31, | **** |
| | | 2024 | | 2023 | | 2023 | **** |
| Common equity Tier 1 capital ratio ^(2)^ | 9.87 | % | 9.84 | % | 9.91 | % | |
| Tier 1 capital ratio ^(2)^ | 10.77 | % | 10.76 | % | 10.89 | % | |
| Total capital ratio ^(2)^ | 13.62 | % | 13.55 | % | 13.76 | % | |
| Leverage ratio (Tier 1 capital to average assets) ^(2)^ | 9.62 | % | 9.63 | % | 9.38 | % | |
| Common equity to total assets | 11.14 | % | 11.29 | % | 11.31 | % | |
| Tangible common equity to tangible assets ^(1)^ | 7.05 | % | 7.15 | % | 6.91 | % |
During the first quarter of 2024, the Company declared and paid a quarterly dividend on the outstanding shares of Series A Preferred Stock of $171.88 per share (equivalent to $0.43 per outstanding depositary share), consistent with the fourth quarter of 2023 and the first quarter of 2023. During the first quarter of 2024, the Company also declared and paid cash dividends of $0.32 per common share, consistent with the fourth quarter of 2023 and a $0.02 increase or approximately 6.7% from the first quarter of 2023.
^(1)^ These are financial measures not calculated in accordance with generally accepted accounting principles (“GAAP”). For a reconciliation of these non-GAAP financial measures, se e the “Alternative Performance Measures (non-GAAP)” section of the Key Financial Results.
^(2)^ All ratios at March 31, 2024 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed.
ABOUT ATLANTIC UNION BANKSHARES CORPORATION
Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE: AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has 135 branches and approximately 150 ATMs located throughout Virginia and in portions of Maryland and North Carolina as of April 1, 2024. Certain non-bank financial services affiliates of Atlantic Union Bank include: Atlantic Union Equipment Finance, Inc., which provides equipment financing;
Atlantic Union Financial Consultants, LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.
FIRST QUARTER 2024 EARNINGS RELEASE CONFERENCE CALL
The Company will hold a conference call and webcast for investors at 9:00 a.m. Eastern Time on Tuesday, April 23, 2024, during which management will review our financial results for the first quarter 2024 and provide an update on our recent activities.
The listen-only webcast and the accompanying slides can be accessed at:
https://edge.media-server.com/mmc/p/m7656v4x.
For analysts who wish to participate in the conference call, please register at the following URL:
https://register.vevent.com/register/BI5e168257724b4c1d8f709d38b7cc139c. To participate in the conference call, you must use the link to receive an audio dial-in number and an Access PIN.
A replay of the webcast, and the accompanying slides, will be available on the Company’s website for 90 days at: https://investors.atlanticunionbank.com/.
NON-GAAP FINANCIAL MEASURES
In reporting the results as of and for the period ended March 31, 2024, the Company has provided supplemental performance measures on a tax-equivalent, tangible, operating, adjusted or pre-tax pre-provision basis. These non-GAAP financial measures are a supplement to GAAP, which is used to prepare the Company’s financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, the Company’s non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. The Company uses the non-GAAP financial measures discussed herein in its analysis of the Company’s performance. The Company’s management believes that these non-GAAP financial measures provide additional understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in the Company’s underlying performance. For a reconciliation of these measures to their most directly comparable GAAP measures and additional information about these non-GAAP financial measures, see “Alternative Performance Measures (non-GAAP)” in the tables within the section “Key Financial Results.”
FORWARD-LOOKING STATEMENTS
This press release and statements by our management may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include, without limitation, statements made in Mr. Asbury’s quotations, statements regarding our expectations with regard to our business, financial and operating results, including our deposit base and funding, the impact of future economic conditions, changes in economic conditions, our asset quality, our customer relationships, and statements that include other projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such forward-looking statements are based on certain assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties, and other factors, some of which cannot be predicted or quantified, that may cause actual results, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” “continue,” “confidence,” or words of similar meaning or other statements concerning opinions or judgment of the Company and our management about future events. Although we believe that our expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of our existing knowledge of our business and operations, there can be no assurance that actual future results, performance, or achievements of, or trends affecting, us will not differ materially from any projected future results, performance, achievements or trends expressed or implied by such forward-looking statements. Actual future results,
performance, achievements or trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of or changes in:
| ● | market interest rates and their related impacts on macroeconomic conditions, customer and client behavior, our funding costs and our loan and securities portfolios; |
|---|---|
| ● | inflation and its impacts on economic growth and customer and client behavior; |
| --- | --- |
| ● | adverse developments in the financial industry generally, such as bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and client behavior; |
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| ● | the sufficiency of liquidity; |
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| ● | general economic and financial market conditions, in the United States generally and particularly in the markets in which we operate and which our loans are concentrated, including the effects of declines in real estate values, an increase in unemployment levels and slowdowns in economic growth; |
| --- | --- |
| ● | the impact of purchase accounting with respect to our merger with American National, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine the fair value and credit marks; |
| --- | --- |
| ● | the possibility that the anticipated benefits of our merger with American National, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where we do business, or as a result of other unexpected factors or events; |
| --- | --- |
| ● | potential adverse reactions or changes to business or employee relationships, including those resulting from our merger with American National; |
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| ● | the integration of the business and operations of American National may take longer or be more costly than anticipated; |
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| ● | monetary and fiscal policies of the U.S. government, including policies of the U.S. Department of the Treasury and the Federal Reserve; |
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| ● | the quality or composition of our loan or investment portfolios and changes therein; |
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| ● | demand for loan products and financial services in our market areas; |
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| ● | our ability to manage our growth or implement our growth strategy; |
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| ● | the effectiveness of expense reduction plans; |
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| ● | the introduction of new lines of business or new products and services; |
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| ● | our ability to recruit and retain key employees; |
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| ● | real estate values in our lending area; |
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| ● | changes in accounting principles, standards, rules, and interpretations, and the related impact on our financial statements; |
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| ● | an insufficient ACL or volatility in the ACL resulting from the CECL methodology, either alone or as that may be affected by changing economic conditions, credit concentrations, inflation, changing interest rates, or other factors; |
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| ● | our liquidity and capital positions; |
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| ● | concentrations of loans secured by real estate, particularly commercial real estate; |
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| ● | the effectiveness of our credit processes and management of our credit risk; |
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| ● | our ability to compete in the market for financial services and increased competition from fintech companies; |
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| ● | technological risks and developments, and cyber threats, attacks, or events; |
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| ● | operational, technological, cultural, regulatory, legal, credit, and other risks associated with the exploration, consummation and integration of potential future acquisitions, whether involving stock or cash considerations; |
| --- | --- |
| ● | the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts, geopolitical conflicts or public health events (such as pandemics), and of governmental and societal responses thereto; these potential adverse effects may include, without limitation, adverse effects on the ability of our borrowers to satisfy their obligations to us, on the value of collateral securing loans, on the demand for our loans or our other products and services, on supply chains and methods used to distribute products and services, on incidents of cyberattack and fraud, on our liquidity or capital positions, on risks posed by reliance on third-party service providers, on other aspects of our business operations and on financial markets and economic growth; |
| --- | --- |
| ● | performance by our counterparties or vendors; |
| --- | --- |
| ● | deposit flows; |
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| ● | the availability of financing and the terms thereof; |
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| ● | the level of prepayments on loans and mortgage-backed securities; |
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| ● | legislative or regulatory changes and requirements; |
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| ● | actual or potential claims, damages, and fines related to litigation or government actions, which may result in, among other things, additional costs, fines, penalties, restrictions on our business activities, reputational harm, or other adverse consequences; |
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| ● | the effects of changes in federal, state or local tax laws and regulations; |
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| ● | any event or development that would cause us to conclude that there was an impairment of any asset, including intangible assets, such as goodwill; and |
| --- | --- |
| ● | other factors, many of which are beyond our control. |
| --- | --- |
Please also refer to such other factors as discussed throughout Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023 and related disclosures in other filings, which have been filed with the U.S. Securities and Exchange Commission (“SEC”) and are available on the SEC’s website at www.sec.gov. All risk factors and uncertainties described herein and therein should be considered in evaluating forward-looking statements, and all of the forward-looking statements are expressly qualified by the cautionary statements contained or referred to herein and therein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or our businesses or operations. Readers are cautioned not to rely too heavily on forward-looking statements. Forward-looking statements speak only as of the date they are made. We do not intend or assume any obligation to update, revise or clarify any forward-looking statements that may be made from time to time by or on behalf of the Company, whether as a result of new information, future events or otherwise, except as required by law.
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
KEY FINANCIAL RESULTS (UNAUDITED)
(Dollars in thousands, except share data)
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | As of & For Three Months Ended | ||||||||
| | 3/31/24 | **** | 12/31/23 | **** | 3/31/23 | **** | |||
| Results of Operations | | | | | | | | | |
| Interest and dividend income | $ | 262,915 | | $ | 259,497 | | $ | 217,546 | |
| Interest expense | **** | 115,090 | | 105,953 | | 64,103 | | ||
| Net interest income | **** | 147,825 | | 153,544 | | 153,443 | | ||
| Provision for credit losses | **** | 8,239 | | 8,707 | | 11,850 | | ||
| Net interest income after provision for credit losses | **** | 139,586 | | 144,837 | | 141,593 | | ||
| Noninterest income | **** | 25,552 | | 29,959 | | 9,628 | | ||
| Noninterest expenses | **** | 105,273 | | 107,929 | | 108,274 | | ||
| Income before income taxes | **** | 59,865 | | 66,867 | | 42,947 | | ||
| Income tax expense | **** | 10,096 | | 9,960 | | 7,294 | | ||
| Net income | **** | 49,769 | | 56,907 | | 35,653 | | ||
| Dividends on preferred stock | | 2,967 | | | 2,967 | | | 2,967 | |
| Net income available to common shareholders | $ | 46,802 | | $ | 53,940 | | $ | 32,686 | |
| | | | | | | | | | |
| Interest earned on earning assets (FTE) ^(1)^ | $ | 266,636 | | $ | 263,209 | | $ | 221,334 | |
| Net interest income (FTE) ^(1)^ | **** | 151,546 | | 157,256 | | 157,231 | | ||
| Total revenue (FTE) ^(1)^ | | 177,098 | | | 187,215 | | | 166,859 | |
| Pre-tax pre-provision adjusted operating earnings ^(7)^ | | 70,815 | | | 81,356 | | | 73,197 | |
| | | | | | | | | | |
| Key Ratios | | | | | | | | | |
| Earnings per common share, diluted | $ | 0.62 | | $ | 0.72 | | $ | 0.44 | |
| Return on average assets (ROA) | **** | 0.94 | % | 1.08 | % | 0.71 | % | ||
| Return on average equity (ROE) | **** | 7.79 | % | 9.29 | % | 5.97 | % | ||
| Return on average tangible common equity (ROTCE) ^(2) (3)^ | **** | 13.32 | % | 16.72 | % | 10.71 | % | ||
| Efficiency ratio | **** | 60.72 | % | 58.82 | % | 66.40 | % | ||
| Efficiency ratio (FTE) ^(1)^ | | 59.44 | % | 57.65 | % | 64.89 | % | ||
| Net interest margin | **** | 3.11 | % | 3.26 | % | 3.41 | % | ||
| Net interest margin (FTE) ^(1)^ | **** | 3.19 | % | 3.34 | % | 3.50 | % | ||
| Yields on earning assets (FTE) ^(1)^ | **** | 5.62 | % | 5.59 | % | 4.92 | % | ||
| Cost of interest-bearing liabilities | **** | 3.23 | % | 3.04 | % | 2.02 | % | ||
| Cost of deposits | **** | 2.39 | % | 2.23 | % | 1.28 | % | ||
| Cost of funds | **** | 2.43 | % | 2.25 | % | 1.42 | % | ||
| | | | | | | | | | |
| Operating Measures^(4)^ | | | | | | | | | |
| Adjusted operating earnings | $ | 51,994 | | $ | 61,820 | | $ | 50,189 | |
| Adjusted operating earnings available to common shareholders | | 49,027 | | | 58,853 | | | 47,222 | |
| Adjusted operating earnings per common share, diluted | $ | 0.65 | | $ | 0.78 | | $ | 0.63 | |
| Adjusted operating ROA | | 0.99 | % | 1.18 | % | 1.00 | % | ||
| Adjusted operating ROE | **** | 8.14 | % | 10.09 | % | 8.40 | % | ||
| Adjusted operating ROTCE ^(2) (3)^ | **** | 13.93 | % | 18.20 | % | 15.22 | % | ||
| Adjusted operating efficiency ratio (FTE) ^(1)(6)^ | **** | 56.84 | % | 52.97 | % | 56.03 | % | ||
| | | | | | | | | | |
| Per Share Data | | | | | | | | | |
| Earnings per common share, basic | $ | 0.62 | | $ | 0.72 | | $ | 0.44 | |
| Earnings per common share, diluted | **** | 0.62 | | 0.72 | | 0.44 | | ||
| Cash dividends paid per common share | **** | 0.32 | | 0.32 | | 0.30 | | ||
| Market value per share | **** | 35.31 | | 36.54 | | 35.05 | | ||
| Book value per common share | **** | 31.88 | | 32.06 | | 30.53 | | ||
| Tangible book value per common share ^(2)^ | **** | 19.27 | | 19.39 | | 17.78 | | ||
| Price to earnings ratio, diluted | **** | 14.11 | | 12.80 | | 19.77 | | ||
| Price to book value per common share ratio | **** | 1.11 | | 1.14 | | 1.15 | | ||
| Price to tangible book value per common share ratio ^(2)^ | **** | 1.83 | | 1.88 | | 1.97 | | ||
| Weighted average common shares outstanding, basic | **** | 75,197,113 | | 75,016,402 | | 74,832,141 | | ||
| Weighted average common shares outstanding, diluted | **** | 75,197,376 | | 75,016,858 | | 74,835,514 | | ||
| Common shares outstanding at end of period | **** | 75,381,740 | | 75,023,327 | | 74,989,228 | |
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
KEY FINANCIAL RESULTS (UNAUDITED)
(Dollars in thousands, except share data)
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | As of & For Three Months Ended | ||||||||
| | 3/31/24 | **** | 12/31/23 | **** | 3/31/23 | **** | |||
| Capital Ratios | | | | | | | | | |
| Common equity Tier 1 capital ratio ^(5)^ | **** | 9.87 | % | | 9.84 | % | 9.91 | % | |
| Tier 1 capital ratio ^(5)^ | **** | 10.77 | % | | 10.76 | % | 10.89 | % | |
| Total capital ratio ^(5)^ | **** | 13.62 | % | | 13.55 | % | 13.76 | % | |
| Leverage ratio (Tier 1 capital to average assets) ^(5)^ | **** | 9.62 | % | | 9.63 | % | 9.38 | % | |
| Common equity to total assets | **** | 11.14 | % | | 11.29 | % | 11.31 | % | |
| Tangible common equity to tangible assets ^(2)^ | **** | 7.05 | % | | 7.15 | % | 6.91 | % | |
| | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Financial Condition | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Assets | $ | 21,378,120 | | $ | 21,166,197 | **** | $ | 20,103,370 | **** |
| LHFI (net of deferred fees and costs) | **** | 15,851,628 | | | 15,635,043 | **** | **** | 14,584,280 | **** |
| Securities | **** | 3,141,416 | | | 3,184,111 | **** | **** | 3,195,399 | **** |
| Earning Assets | **** | 19,236,100 | | | 19,010,309 | **** | **** | 17,984,057 | **** |
| Goodwill | **** | 925,211 | | | 925,211 | **** | **** | 925,211 | **** |
| Amortizable intangibles, net | **** | 17,288 | | | 19,183 | **** | **** | 24,482 | **** |
| Deposits | **** | 17,278,435 | | | 16,818,129 | **** | **** | 16,455,910 | **** |
| Borrowings | **** | 1,057,724 | | | 1,311,858 | **** | **** | 798,910 | **** |
| Stockholders' equity | **** | 2,548,928 | | | 2,556,327 | **** | **** | 2,440,236 | **** |
| Tangible common equity ^(2)^ | **** | 1,440,072 | | | 1,445,576 | **** | **** | 1,324,186 | **** |
| | | | | | | | | | |
| Loans held for investment, net of deferred fees and costs | | | | | | | | | |
| Construction and land development | $ | 1,246,251 | | $ | 1,107,850 | | $ | 1,179,872 | |
| Commercial real estate - owner occupied | | 1,981,613 | | | 1,998,787 | | | 1,956,585 | |
| Commercial real estate - non-owner occupied | | 4,225,018 | | | 4,172,401 | | | 3,968,085 | |
| Multifamily real estate | | 1,074,957 | | | 1,061,997 | | | 822,006 | |
| Commercial & Industrial | **** | 3,561,971 | | 3,589,347 | | | 3,082,478 | | |
| Residential 1-4 Family - Commercial | **** | 515,667 | | 522,580 | | | 522,760 | | |
| Residential 1-4 Family - Consumer | **** | 1,081,094 | | 1,078,173 | | | 974,511 | | |
| Residential 1-4 Family - Revolving | **** | 616,951 | | 619,433 | | | 589,791 | | |
| Auto | | 440,118 | | 486,926 | | | 600,658 | | |
| Consumer | **** | 113,414 | | 120,641 | | | 145,090 | | |
| Other Commercial | **** | 994,574 | | 876,908 | | | 742,444 | | |
| Total LHFI | $ | 15,851,628 | | $ | 15,635,043 | | $ | 14,584,280 | |
| | **** | | | | | | | | |
| Deposits | **** | | | | | | | | |
| Interest checking accounts | $ | 4,753,485 | | $ | 4,697,819 | | $ | 4,714,366 | |
| Money market accounts | | 4,104,282 | | | 3,850,679 | | | 3,547,514 | |
| Savings accounts | | 895,213 | | | 909,223 | | | 1,047,914 | |
| Customer time deposits of $250,000 and over | | 721,155 | | | 674,939 | | | 541,447 | |
| Other customer time deposits | | 2,293,800 | | | 2,173,904 | | | 1,648,747 | |
| Time deposits | | 3,014,955 | | | 2,848,843 | | | 2,190,194 | |
| Total interest-bearing customer deposits | | 12,767,935 | | | 12,306,564 | | | 11,499,988 | |
| Brokered deposits | | 665,309 | | | 548,384 | | | 377,913 | |
| Total interest-bearing deposits | $ | 13,433,244 | | $ | 12,854,948 | | $ | 11,877,901 | |
| Demand deposits | **** | 3,845,191 | | 3,963,181 | | 4,578,009 | | ||
| Total deposits | $ | 17,278,435 | | $ | 16,818,129 | | $ | 16,455,910 | |
| | | | | | | | | | |
| Averages | | | | | | | | | |
| Assets | $ | 21,222,756 | | $ | 20,853,306 | | $ | 20,384,351 | |
| LHFI (net of deferred fees and costs) | | 15,732,599 | | | 15,394,500 | | | 14,505,611 | |
| Loans held for sale | **** | 9,142 | | 6,470 | | 5,876 | | ||
| Securities | **** | 3,153,556 | | 3,031,475 | | 3,467,561 | | ||
| Earning assets | **** | 19,089,393 | | 18,676,967 | | 18,238,088 | | ||
| Deposits | **** | 17,147,181 | | 17,113,369 | | 16,417,212 | | ||
| Time deposits | **** | 3,459,138 | | 3,128,048 | | 2,291,530 | | ||
| Interest-bearing deposits | **** | 13,311,837 | | 13,026,138 | | 11,723,865 | | ||
| Borrowings | **** | 1,012,797 | | 792,629 | | 1,122,244 | | ||
| Interest-bearing liabilities | **** | 14,324,634 | | 13,818,767 | | 12,846,109 | | ||
| Stockholders' equity | **** | 2,568,243 | | 2,430,711 | | 2,423,600 | | ||
| Tangible common equity ^(2)^ | **** | 1,458,478 | | 1,318,952 | | 1,306,445 | |
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
KEY FINANCIAL RESULTS (UNAUDITED)
(Dollars in thousands, except share data)
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | As of & For Three Months Ended | ||||||||
| | 3/31/24 | **** | 12/31/23 | **** | 3/31/23 | **** | |||
| Asset Quality | | | | | | | | | |
| Allowance for Credit Losses (ACL) | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Beginning balance, Allowance for loan and lease losses (ALLL) | $ | 132,182 | **** | $ | 125,627 | $ | 110,768 | ||
| Add: Recoveries | **** | 977 | **** | | 853 | 1,167 | |||
| Less: Charge-offs | **** | 5,894 | **** | | 2,038 | 5,726 | |||
| Add: Provision for loan losses | **** | 8,925 | **** | | 7,740 | 10,303 | |||
| Ending balance, ALLL | $ | 136,190 | **** | $ | 132,182 | $ | 116,512 | ||
| | | | | | | | | | |
| Beginning balance, Reserve for unfunded commitment (RUC) | $ | 16,269 | | $ | 15,302 | $ | 13,675 | ||
| Add: Provision for unfunded commitments | | (687) | **** | | 967 | 1,524 | |||
| Ending balance, RUC | $ | 15,582 | | $ | 16,269 | $ | 15,199 | ||
| Total ACL | $ | 151,772 | | $ | 148,451 | $ | 131,711 | ||
| | | | | | | | | | |
| ACL / total LHFI | | 0.96 | % | | 0.95 | % | 0.90 | % | |
| ALLL / total LHFI | **** | 0.86 | % | | 0.85 | % | | 0.80 | % |
| Net charge-offs / total average LHFI (annualized) | **** | 0.13 | % | | 0.03 | % | | 0.13 | % |
| Provision for loan losses/ total average LHFI (annualized) | **** | 0.23 | % | | 0.20 | % | | 0.29 | % |
| | | | | | | | | | |
| Nonperforming Assets | |||||||||
| Construction and land development | $ | 342 | | $ | 348 | | $ | 363 | |
| Commercial real estate - owner occupied | **** | 2,888 | | 3,001 | | | 6,174 | | |
| Commercial real estate - non-owner occupied | **** | 10,335 | | 12,616 | | | 1,481 | | |
| Commercial & Industrial | **** | 6,480 | | | 4,556 | | | 4,815 | |
| Residential 1-4 Family - Commercial | **** | 1,790 | | | 1,804 | | | 1,907 | |
| Residential 1-4 Family - Consumer | **** | 10,990 | | | 11,098 | | | 10,540 | |
| Residential 1-4 Family - Revolving | **** | 3,135 | | | 3,087 | | | 3,449 | |
| Auto | **** | 429 | | | 350 | | | 347 | |
| Consumer | | — | | | — | | | 6 | |
| Nonaccrual loans | $ | 36,389 | | $ | 36,860 | | $ | 29,082 | |
| Foreclosed property | **** | 29 | | 29 | | 29 | | ||
| Total nonperforming assets (NPAs) | $ | 36,418 | | $ | 36,889 | | $ | 29,111 | |
| Construction and land development | $ | 171 | | $ | 25 | | $ | 249 | |
| Commercial real estate - owner occupied | **** | 3,634 | | | 2,579 | | | 2,133 | |
| Commercial real estate - non-owner occupied | | 1,197 | | | 2,967 | | | 1,032 | |
| Multifamily real estate | | 144 | | | — | | | — | |
| Commercial & Industrial | **** | 1,860 | | 782 | | 633 | | ||
| Residential 1-4 Family - Commercial | **** | 1,030 | | 1,383 | | 232 | | ||
| Residential 1-4 Family - Consumer | **** | 1,641 | | 4,470 | | 859 | | ||
| Residential 1-4 Family - Revolving | **** | 1,343 | | 1,095 | | 1,766 | | ||
| Auto | **** | 284 | | 410 | | 137 | | ||
| Consumer | **** | 141 | | 152 | | 137 | | ||
| Other Commercial | | — | | — | | 66 | | ||
| LHFI ≥ 90 days and still accruing | $ | 11,445 | | $ | 13,863 | | $ | 7,244 | |
| Total NPAs and LHFI ≥ 90 days | $ | 47,863 | | $ | 50,752 | | $ | 36,355 | |
| NPAs / total LHFI | | 0.23 | % | 0.24 | % | 0.20 | % | ||
| NPAs / total assets | **** | 0.17 | % | | 0.17 | % | | 0.14 | % |
| ALLL / nonaccrual loans | **** | 374.26 | % | | 358.61 | % | | 400.63 | % |
| ALLL/ nonperforming assets | **** | 373.96 | % | | 358.32 | % | | 400.23 | % |
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
KEY FINANCIAL RESULTS (UNAUDITED)
(Dollars in thousands, except share data)
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | As of & For Three Months Ended | ||||||||
| | 3/31/24 | **** | 12/31/23 | **** | 3/31/23 | **** | |||
| Past Due Detail | | | | | | | | | |
| Construction and land development | $ | 2,163 | | $ | 270 | | $ | 815 | |
| Commercial real estate - owner occupied | **** | 3,663 | | 1,575 | | 2,251 | | ||
| Commercial real estate - non-owner occupied | **** | 2,271 | | 545 | | 52 | | ||
| Commercial & Industrial | **** | 5,540 | | 4,303 | | 981 | | ||
| Residential 1-4 Family - Commercial | **** | 1,407 | | 567 | | 1,399 | | ||
| Residential 1-4 Family - Consumer | **** | 6,070 | | 7,546 | | 11,579 | | ||
| Residential 1-4 Family - Revolving | **** | 1,920 | | 2,238 | | 1,384 | | ||
| Auto | **** | 3,192 | | 4,737 | | 2,026 | | ||
| Consumer | | 418 | | | 770 | | | 295 | |
| Other Commercial | | 8,187 | | | 6,569 | | | — | |
| LHFI 30-59 days past due | $ | 34,831 | | $ | 29,120 | | $ | 20,782 | |
| Construction and land development | $ | 1,097 | | $ | 24 | | $ | — | |
| Commercial real estate - owner occupied | **** | — | | — | | 798 | | ||
| Commercial real estate - non-owner occupied | **** | 558 | | 184 | | — | | ||
| Multifamily real estate | | — | | | 146 | | | — | |
| Commercial & Industrial | **** | 348 | | 49 | | 61 | | ||
| Residential 1-4 Family - Commercial | **** | 98 | | 676 | | 271 | | ||
| Residential 1-4 Family - Consumer | **** | 204 | | 1,804 | | 158 | | ||
| Residential 1-4 Family - Revolving | **** | 1,477 | | 1,429 | | 1,069 | | ||
| Auto | **** | 330 | | 872 | | 295 | | ||
| Consumer | | 197 | | | 232 | | | 176 | |
| Other Commercial | | 102 | | | — | | | — | |
| LHFI 60-89 days past due | $ | 4,411 | | $ | 5,416 | | $ | 2,828 | |
| | | | | | | | | | |
| Past Due and still accruing | $ | 50,687 | | $ | 48,399 | | $ | 30,854 | |
| Past Due and still accruing / total LHFI | | 0.32 | % | | 0.31 | % | | 0.21 | % |
| | | **** | | | | | | ||
| Alternative Performance Measures (non-GAAP) | **** | | | | | | | | |
| Net interest income (FTE) ^(1)^ | **** | | | | | | | | |
| Net interest income (GAAP) | $ | 147,825 | | $ | 153,544 | | $ | 153,443 | |
| FTE adjustment | **** | 3,721 | | 3,712 | | 3,788 | | ||
| Net interest income (FTE) (non-GAAP)^^ | $ | 151,546 | | $ | 157,256 | | $ | 157,231 | |
| Noninterest income (GAAP) | | 25,552 | | | 29,959 | | | 9,628 | |
| Total revenue (FTE) (non-GAAP) | $ | 177,098 | | $ | 187,215 | | $ | 166,859 | |
| | | | | | | | | | |
| Average earning assets | $ | 19,089,393 | | $ | 18,676,967 | | $ | 18,238,088 | |
| Net interest margin | **** | 3.11 | % | 3.26 | % | 3.41 | % | ||
| Net interest margin (FTE) | **** | 3.19 | % | 3.34 | % | 3.50 | % | ||
| | | | | | | | | | |
| Tangible Assets ^(2)^ | **** | | | | | | | | |
| Ending assets (GAAP) | $ | 21,378,120 | | $ | 21,166,197 | | $ | 20,103,370 | |
| Less: Ending goodwill | **** | 925,211 | | 925,211 | | 925,211 | | ||
| Less: Ending amortizable intangibles | **** | 17,288 | | 19,183 | | 24,482 | | ||
| Ending tangible assets (non-GAAP) | $ | 20,435,621 | | $ | 20,221,803 | | $ | 19,153,677 | |
| | | | | | | | | | |
| Tangible Common Equity ^(2)^ | **** | | | | | | | | |
| Ending equity (GAAP) | $ | 2,548,928 | | $ | 2,556,327 | | $ | 2,440,236 | |
| Less: Ending goodwill | **** | 925,211 | | 925,211 | | 925,211 | | ||
| Less: Ending amortizable intangibles | **** | 17,288 | | 19,183 | | 24,482 | | ||
| Less: Perpetual preferred stock | | 166,357 | | | 166,357 | | | 166,357 | |
| Ending tangible common equity (non-GAAP) | $ | 1,440,072 | | $ | 1,445,576 | | $ | 1,324,186 | |
| | | | | | | | | | |
| Average equity (GAAP) | $ | 2,568,243 | | $ | 2,430,711 | | $ | 2,423,600 | |
| Less: Average goodwill | **** | 925,211 | | 925,211 | | 925,211 | | ||
| Less: Average amortizable intangibles | **** | 18,198 | | 20,192 | | 25,588 | | ||
| Less: Average perpetual preferred stock | | 166,356 | | | 166,356 | | | 166,356 | |
| Average tangible common equity (non-GAAP) | $ | 1,458,478 | | $ | 1,318,952 | | $ | 1,306,445 | |
| | | | | | | | | | |
| ROTCE **** ^(2)(3)^ | | | | | | | | | |
| Net income available to common shareholders (GAAP) | $ | 46,802 | | $ | 53,940 | | $ | 32,686 | |
| Plus: Amortization of intangibles, tax effected | | 1,497 | | | 1,654 | | | 1,800 | |
| Net income available to common shareholders before amortization of intangibles (non-GAAP) | $ | 48,299 | | $ | 55,594 | | $ | 34,486 | |
| | | | | | | | | | |
| Return on average tangible common equity (ROTCE) | | 13.32 | % | | 16.72 | % | | 10.71 | % |
****
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
KEY FINANCIAL RESULTS (UNAUDITED)
(Dollars in thousands, except share data)
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | As of & For Three Months Ended | ||||||||
| | 3/31/24 | **** | 12/31/23 | **** | 3/31/23 | **** | |||
| Operating Measures^(4)^ | | | | | | | | | |
| Net income (GAAP) | $ | 49,769 | | $ | 56,907 | | $ | 35,653 | |
| Plus: Merger-related costs, net of tax | | 1,563 | | | 884 | | | — | |
| Plus: FDIC special assessment, net of tax | | 664 | | | 2,656 | | | — | |
| Plus: Legal reserve, net of tax | | — | | 2,859 | | 3,950 | | ||
| Less: Gain (loss) on sale of securities, net of tax | **** | 2 | | 2 | | (10,586) | | ||
| Less: Gain on sale-leaseback transaction, net of tax | | — | | 1,484 | | — | | ||
| Adjusted operating earnings (non-GAAP) | **** | 51,994 | | 61,820 | | 50,189 | | ||
| Less: Dividends on preferred stock | | 2,967 | | | 2,967 | | | 2,967 | |
| Adjusted operating earnings available to common shareholders (non-GAAP) | $ | 49,027 | | $ | 58,853 | | $ | 47,222 | |
| | | | | | | | | | |
| Operating Efficiency Ratio^(1)(6)^ | | | | | | | | | |
| Noninterest expense (GAAP) | $ | 105,273 | | $ | 107,929 | | $ | 108,274 | |
| Less: Amortization of intangible assets | | 1,895 | | | 2,094 | | | 2,279 | |
| Less: Merger-related costs | **** | 1,874 | | 1,002 | | — | | ||
| Less: FDIC special assessment | | 840 | | | 3,362 | | | — | |
| Less: Legal reserve | **** | — | | 3,300 | | 5,000 | | ||
| Adjusted operating noninterest expense (non-GAAP) | $ | 100,664 | | $ | 98,171 | | $ | 100,995 | |
| | | | | | | | | | |
| Noninterest income (GAAP) | $ | 25,552 | | $ | 29,959 | | $ | 9,628 | |
| Less: Gain (loss) on sale of securities | | 3 | | | 3 | | | (13,400) | |
| Less: Gain on sale-leaseback transaction | | — | | | 1,879 | | | — | |
| Adjusted operating noninterest income (non-GAAP) | $ | 25,549 | | $ | 28,077 | | $ | 23,028 | |
| | | | | | | | | | |
| Net interest income (FTE) (non-GAAP)^(1)^ | $ | 151,546 | | $ | 157,256 | | $ | 157,231 | |
| Adjusted operating noninterest income (non-GAAP) | **** | 25,549 | | 28,077 | | 23,028 | | ||
| Total adjusted revenue (FTE) (non-GAAP) ^(1)^ | $ | 177,095 | | $ | 185,333 | | $ | 180,259 | |
| | | | | | | | | | |
| Efficiency ratio | **** | 60.72 | % | 58.82 | % | 66.40 | % | ||
| Efficiency ratio (FTE) ^(1)^ | **** | 59.44 | % | 57.65 | % | 64.89 | % | ||
| Adjusted operating efficiency ratio (FTE) ^(1)(6)^ | | 56.84 | % | | 52.97 | % | | 56.03 | % |
| | **** | **** | **** | **** | **** | **** | **** | ||
| Operating ROA & ROE ^(4)^ | | | | | | | | | |
| Adjusted operating earnings (non-GAAP) | $ | 51,994 | | $ | 61,820 | | $ | 50,189 | |
| | | | | | | | | | |
| Average assets (GAAP) | $ | 21,222,756 | | $ | 20,853,306 | | $ | 20,384,351 | |
| Return on average assets (ROA) (GAAP) | | 0.94 | % | | 1.08 | % | | 0.71 | % |
| Adjusted operating return on average assets (ROA) (non-GAAP) | **** | 0.99 | % | 1.18 | % | 1.00 | % | ||
| | **** | | | | | | | ||
| Average equity (GAAP) | $ | 2,568,243 | | $ | 2,430,711 | | $ | 2,423,600 | |
| Return on average equity (ROE) (GAAP) | **** | 7.79 | % | 9.29 | % | 5.97 | % | ||
| Adjusted operating return on average equity (ROE) (non-GAAP) | | 8.14 | % | | 10.09 | % | | 8.40 | % |
| | **** | **** | **** | **** | **** | **** | **** | ||
| Operating ROTCE ^(2)(3)(4)^ | **** | **** | **** | **** | **** | **** | **** | ||
| Adjusted operating earnings available to common shareholders (non-GAAP) | $ | 49,027 | | $ | 58,853 | | $ | 47,222 | |
| Plus: Amortization of intangibles, tax effected | | 1,497 | | | 1,654 | | | 1,800 | |
| Adjusted operating earnings available to common shareholders before amortization of intangibles (non-GAAP) | $ | 50,524 | | $ | 60,507 | | $ | 49,022 | |
| | | | | | | | | | |
| Average tangible common equity (non-GAAP) | $ | 1,458,478 | | $ | 1,318,952 | | $ | 1,306,445 | |
| Adjusted operating return on average tangible common equity (non-GAAP) | **** | 13.93 | % | 18.20 | % | 15.22 | % | ||
| | | | | | | | | | |
| Pre-tax pre-provision adjusted operating earnings ^(7)^ | | | | | | | | | |
| Net income (GAAP) | $ | 49,769 | | $ | 56,907 | | $ | 35,653 | |
| Plus: Provision for credit losses | | 8,239 | | | 8,707 | | | 11,850 | |
| Plus: Income tax expense | **** | 10,096 | | 9,960 | | 7,294 | | ||
| Plus: Merger-related costs | | 1,874 | | | 1,002 | | | — | |
| Plus: FDIC special assessment | | 840 | | | 3,362 | | | — | |
| Plus: Legal reserve | | — | | | 3,300 | | | 5,000 | |
| Less: Gain (loss) on sale of securities | | 3 | | | 3 | | | (13,400) | |
| Less: Gain on sale-leaseback transaction | | — | | | 1,879 | | | — | |
| Pre-tax pre-provision adjusted operating earnings (non-GAAP) | $ | 70,815 | | $ | 81,356 | | $ | 73,197 | |
| Less: Dividends on preferred stock | | 2,967 | | | 2,967 | | | 2,967 | |
| Pre-tax pre-provision adjusted operating earnings available to common shareholders <br>(non-GAAP) | $ | 67,848 | | $ | 78,389 | | $ | 70,230 | |
| | | | | | | | | | |
| Weighted average common shares outstanding, diluted | | 75,197,376 | | | 75,016,858 | | | 74,835,514 | |
| Pre-tax pre-provision earnings per common share, diluted | $ | 0.90 | | $ | 1.04 | | $ | 0.94 | |
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
KEY FINANCIAL RESULTS (UNAUDITED)
(Dollars in thousands, except share data)
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | As of & For Three Months Ended | ||||||||
| | 3/31/24 | **** | 12/31/23 | **** | 3/31/23 | **** | |||
| Mortgage Origination Held for Sale Volume | | | | | | | | | |
| Refinance Volume | $ | 5,638 | | $ | 3,972 | | $ | 3,452 | |
| Purchase Volume | **** | 31,768 | | 27,871 | | 32,192 | | ||
| Total Mortgage loan originations held for sale | $ | 37,406 | | $ | 31,843 | | $ | 35,644 | |
| % of originations held for sale that are refinances | **** | 15.1 | % | 12.5 | % | 9.7 | % | ||
| | **** | | **** | **** | **** | **** | **** | **** | **** |
| Wealth | **** | **** | | | | | | ||
| Assets under management | $ | 5,258,880 | | $ | 5,014,208 | | $ | 4,494,268 | |
| | **** | | | | | | | ||
| Other Data | | **** | | | | | | | |
| End of period full-time employees | | 1,745 | | | 1,804 | | | 1,840 | |
| Number of full-service branches | | 109 | | | 109 | | | 109 | |
| Number of automatic transaction machines (ATMs) | | 123 | | | 123 | | | 127 | |
| (1) | These are non-GAAP financial measures. The Company believes net interest income (FTE), total revenue (FTE), and total adjusted revenue (FTE), which are used in computing net interest margin (FTE), efficiency ratio (FTE) and adjusted operating efficiency ratio (FTE), provide valuable additional insight into the net interest margin and the efficiency ratio by adjusting for differences in tax treatment of interest income sources. The entire FTE adjustment is attributable to interest income on earning assets, which is used in computing the yield on earning assets. Interest expense and the related cost of interest-bearing liabilities and cost of funds ratios are not affected by the FTE components. |
|---|---|
| (2) | These are non-GAAP financial measures. Tangible assets and tangible common equity are used in the calculation of certain profitability, capital, and per share ratios. The Company believes tangible assets, tangible common equity and the related ratios are meaningful measures of capital adequacy because they provide a meaningful base for period-to-period and company-to-company comparisons, which the Company believes will assist investors in assessing the capital of the Company and its ability to absorb potential losses. The Company believes tangible common equity is an important indication of its ability to grow organically and through business combinations as well as its ability to pay dividends and to engage in various capital management strategies. |
| --- | --- |
| (3) | These are non-GAAP financial measures. The Company believes that ROTCE is a meaningful supplement to GAAP financial measures and is useful to investors because it measures the performance of a business consistently across time without regard to whether components of the business were acquired or developed internally. |
| --- | --- |
| (4) | |
| --- | |
| (4)<br><br>These are non-GAAP financial measures. Adjusted operating measures exclude, as applicable, merger-related costs, FDIC special assessments, legal reserves associated with our previously disclosed settlement with the CFPB, gain (loss) on sale of securities, and gain on sale-leaseback transaction. The Company believes these non-GAAP adjusted measures provide investors with important information about the continuing economic results of the Company’s operations. | |
| (5) | All ratios at March 31, 2024 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed. |
| --- | --- |
| (6) | The adjusted operating efficiency ratio (FTE) excludes, as applicable, the amortization of intangible assets, merger-related costs, FDIC special assessments, legal reserves associated with our previously disclosed settlement with the CFPB, gain (loss) on sale of securities, and gain on sale-leaseback transaction. This measure is similar to the measure used by the Company when analyzing corporate performance and is also similar to the measure used for incentive compensation. The Company believes this adjusted measure provides investors with important information about the continuing economic results of the Company’s operations. |
| --- | --- |
| (7) | These are non-GAAP financial measures. Pre-tax pre-provision adjusted earnings excludes, as applicable, the provision for credit losses, which can fluctuate significantly from period-to-period under the CECL methodology, income tax expense, merger-related costs, FDIC special assessments, legal reserves associated with our previously disclosed settlement with the CFPB, gain (loss) on sale of securities, and gain on sale-leaseback transaction. The Company believes this adjusted measure provides investors with important information about the continuing economic results of the Company’s operations. |
| --- | --- |
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | March 31, | | December 31, | | March 31, | |||
| | 2024 | 2023 | 2023 | |||||
| ASSETS | | (unaudited) | | | (audited) | | | (unaudited) |
| Cash and cash equivalents: | | | | | | | | |
| Cash and due from banks | $ | 168,850 | | $ | 196,754 | | $ | 187,106 |
| Interest-bearing deposits in other banks | | 225,386 | | | 167,601 | | | 184,371 |
| Federal funds sold | | 2,434 | | | 13,776 | | | 719 |
| Total cash and cash equivalents | | 396,670 | | | 378,131 | | | 372,196 |
| Securities available for sale, at fair value | | 2,202,216 | | | 2,231,261 | | | 2,252,365 |
| Securities held to maturity, at carrying value | | 828,928 | | | 837,378 | | | 855,418 |
| Restricted stock, at cost | | 110,272 | | | 115,472 | | | 87,616 |
| Loans held for sale | | 12,200 | | | 6,710 | | | 14,213 |
| Loans held for investment, net of deferred fees and costs | | 15,851,628 | | | 15,635,043 | | | 14,584,280 |
| Less: allowance for loan and lease losses | | 136,190 | | | 132,182 | | | 116,512 |
| Total loans held for investment, net | | 15,715,438 | | | 15,502,861 | | | 14,467,768 |
| Premises and equipment, net | | 90,126 | | | 90,959 | | | 116,466 |
| Goodwill | | 925,211 | | | 925,211 | | | 925,211 |
| Amortizable intangibles, net | | 17,288 | | | 19,183 | | | 24,482 |
| Bank owned life insurance | | 455,885 | | | 452,565 | | | 443,537 |
| Other assets | | 623,886 | | | 606,466 | | | 544,098 |
| Total assets | $ | 21,378,120 | | $ | 21,166,197 | | $ | 20,103,370 |
| LIABILITIES | | | | | | | | |
| Noninterest-bearing demand deposits | $ | 3,845,191 | | $ | 3,963,181 | | $ | 4,578,009 |
| Interest-bearing deposits | | 13,433,244 | | | 12,854,948 | | | 11,877,901 |
| Total deposits | | 17,278,435 | | | 16,818,129 | | | 16,455,910 |
| Securities sold under agreements to repurchase | | 66,405 | | | 110,833 | | | 163,760 |
| Other short-term borrowings | | 600,000 | | | 810,000 | | | 245,000 |
| Long-term borrowings | | 391,319 | | | 391,025 | | | 390,150 |
| Other liabilities | | 493,033 | | | 479,883 | | | 408,314 |
| Total liabilities | | 18,829,192 | | | 18,609,870 | | | 17,663,134 |
| Commitments and contingencies | | | | | | | | |
| STOCKHOLDERS' EQUITY | | | | | | | | |
| Preferred stock, $10.00 par value | | 173 | | | 173 | | | 173 |
| Common stock, $1.33 par value | | 99,399 | | | 99,147 | | | 99,072 |
| Additional paid-in capital | | 1,782,809 | | | 1,782,286 | | | 1,773,118 |
| Retained earnings | | 1,040,845 | | | 1,018,070 | | | 929,806 |
| Accumulated other comprehensive loss | | (374,298) | | | (343,349) | | | (361,933) |
| Total stockholders' equity | | 2,548,928 | | | 2,556,327 | | | 2,440,236 |
| Total liabilities and stockholders' equity | $ | 21,378,120 | | $ | 21,166,197 | | $ | 20,103,370 |
| | | | | | | | | |
| Common shares outstanding | | 75,381,740 | | | 75,023,327 | | | 74,989,228 |
| Common shares authorized | | 200,000,000 | | | 200,000,000 | | | 200,000,000 |
| Preferred shares outstanding | | 17,250 | | | 17,250 | | | 17,250 |
| Preferred shares authorized | | 500,000 | | | 500,000 | | | 500,000 |
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars in thousands, except share data)
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | Three Months Ended | |||||||
| | March 31, | | December 31, | | March 31, | |||
| | 2024 | | 2023 | 2023 | ||||
| Interest and dividend income: | | | | | | | | |
| Interest and fees on loans | $ | 234,600 | | $ | 230,378 | | $ | 189,992 |
| Interest on deposits in other banks | | 1,280 | | | 2,255 | | | 1,493 |
| Interest and dividends on securities: | | | | | | | | |
| Taxable | | 18,879 | | | 18,703 | | | 16,753 |
| Nontaxable | | 8,156 | | | 8,161 | | | 9,308 |
| Total interest and dividend income | | 262,915 | | | 259,497 | | | 217,546 |
| Interest expense: | | | | | | | | |
| Interest on deposits | | 101,864 | | | 95,998 | | | 51,834 |
| Interest on short-term borrowings | | 8,161 | | | 5,043 | | | 7,563 |
| Interest on long-term borrowings | | 5,065 | | | 4,912 | | | 4,706 |
| Total interest expense | | 115,090 | | | 105,953 | | | 64,103 |
| Net interest income | | 147,825 | | | 153,544 | | | 153,443 |
| Provision for credit losses | | 8,239 | | | 8,707 | | | 11,850 |
| Net interest income after provision for credit losses | | 139,586 | | | 144,837 | | | 141,593 |
| Noninterest income: | | | | | | | | |
| Service charges on deposit accounts | | 8,569 | | | 8,662 | | | 7,902 |
| Other service charges, commissions and fees | | 1,731 | | | 1,789 | | | 1,746 |
| Interchange fees | | 2,294 | | | 2,581 | | | 2,325 |
| Fiduciary and asset management fees | | 4,838 | | | 4,526 | | | 4,262 |
| Mortgage banking income | | 867 | | | 774 | | | 854 |
| Gain (loss) on sale of securities | | 3 | | | 3 | | | (13,400) |
| Bank owned life insurance income | | 3,245 | | | 3,088 | | | 2,828 |
| Loan-related interest rate swap fees | | 1,216 | | | 3,588 | | | 1,439 |
| Other operating income | | 2,789 | | | 4,948 | | | 1,672 |
| Total noninterest income | | 25,552 | | | 29,959 | | | 9,628 |
| Noninterest expenses: | | | | | | | | |
| Salaries and benefits | | 61,882 | | | 56,686 | | | 60,529 |
| Occupancy expenses | | 6,625 | | | 6,644 | | | 6,356 |
| Furniture and equipment expenses | | 3,309 | | | 3,517 | | | 3,752 |
| Technology and data processing | | 8,127 | | | 7,853 | | | 8,142 |
| Professional services | | 3,081 | | | 4,346 | | | 3,413 |
| Marketing and advertising expense | | 2,318 | | | 3,018 | | | 2,351 |
| FDIC assessment premiums and other insurance | | 5,143 | | | 7,630 | | | 3,899 |
| Franchise and other taxes | | 4,501 | | | 4,505 | | | 4,498 |
| Loan-related expenses | | 1,323 | | | 1,060 | | | 1,552 |
| Amortization of intangible assets | | 1,895 | | | 2,094 | | | 2,279 |
| Other expenses | | 7,069 | | | 10,576 | | | 11,503 |
| Total noninterest expenses | | 105,273 | | | 107,929 | | | 108,274 |
| Income before income taxes | | 59,865 | | | 66,867 | | | 42,947 |
| Income tax expense | | 10,096 | | | 9,960 | | | 7,294 |
| Net Income | $ | 49,769 | | $ | 56,907 | | $ | 35,653 |
| Dividends on preferred stock | | 2,967 | | | 2,967 | | | 2,967 |
| Net income available to common shareholders | $ | 46,802 | | $ | 53,940 | | $ | 32,686 |
| | | | | | | | | |
| Basic earnings per common share | $ | 0.62 | | $ | 0.72 | | $ | 0.44 |
| Diluted earnings per common share | $ | 0.62 | | $ | 0.72 | | $ | 0.44 |
AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS) (UNAUDITED)
(Dollars in thousands)
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | For the Quarter Ended | ||||||||||||||
| | March 31, 2024 | | December 31, 2023 | ||||||||||||
| | Average Balance | **** | Interest Income / Expense^(1)^ | **** | Yield / Rate ^(1)(2)^ | **** | Average Balance | **** | Interest Income / Expense^(1)^ | **** | Yield / Rate ^(1)(2)^ | ||||
| Assets: | **** | | | | | | | | | | | | | | |
| Securities: | **** | | | | | | | | | | | | | | |
| Taxable | $ | 1,895,820 | | $ | 18,879 | | 4.01% | | $ | 1,771,312 | | $ | 18,703 | | 4.19% |
| Tax-exempt | | 1,257,736 | | | 10,324 | | 3.30% | | | 1,260,163 | | | 10,330 | | 3.25% |
| Total securities | | 3,153,556 | | | 29,203 | | 3.72% | | | 3,031,475 | | | 29,033 | | 3.80% |
| LHFI, net of deferred fees and costs ^(3)^ | | 15,732,599 | | | 235,832 | | 6.03% | | | 15,394,500 | | | 231,687 | | 5.97% |
| Other earning assets | | 203,238 | | | 1,601 | | 3.17% | | | 250,992 | | | 2,489 | | 3.93% |
| Total earning assets | | 19,089,393 | | $ | 266,636 | | 5.62% | | | 18,676,967 | | $ | 263,209 | | 5.59% |
| Allowance for loan and lease losses | | (133,090) | | | | | | | | (123,954) | | | | | |
| Total non-earning assets | | 2,266,453 | | | | | | | | 2,300,293 | | | | | |
| Total assets | $ | 21,222,756 | | | | | | | $ | 20,853,306 | | | | | |
| | | | | | | | | | | | | | | | |
| Liabilities and Stockholders' Equity: | | | | | | | | | | | | | | | |
| Interest-bearing deposits: | | | | | | | | | | | | | | | |
| Transaction and money market accounts | $ | 8,952,119 | | $ | 65,254 | | 2.93% | | $ | 8,974,437 | | $ | 64,456 | | 2.85% |
| Regular savings | | 900,580 | | | 501 | | 0.22% | | | 923,653 | | | 509 | | 0.22% |
| Time deposits | | 3,459,138 | | | 36,109 | | 4.20% | | | 3,128,048 | | | 31,033 | | 3.94% |
| Total interest-bearing deposits | | 13,311,837 | | | 101,864 | | 3.08% | | | 13,026,138 | | | 95,998 | | 2.92% |
| Other borrowings | | 1,012,797 | | | 13,226 | | 5.25% | | | 792,629 | | | 9,955 | | 4.98% |
| Total interest-bearing liabilities | $ | 14,324,634 | | $ | 115,090 | | 3.23% | | $ | 13,818,767 | | $ | 105,953 | | 3.04% |
| | | | | | | | | | | | | | | | |
| Noninterest-bearing liabilities: | | | | | | | | | | | | | | | |
| Demand deposits | | 3,835,344 | | | | | | | | 4,087,231 | | | | | |
| Other liabilities | | 494,535 | | | | | | | | 516,597 | | | | | |
| Total liabilities | | 18,654,513 | | | | | | | | 18,422,595 | | | | | |
| Stockholders' equity | | 2,568,243 | | | | | | | | 2,430,711 | | | | | |
| Total liabilities and stockholders' equity | $ | 21,222,756 | | | | | | | $ | 20,853,306 | | | | | |
| | | | | | | | | | | | | | | | |
| Net interest income (FTE) | | | | $ | 151,546 | | | | | | | $ | 157,256 | | |
| | | | | | | | | | | | | | | | |
| Interest rate spread | | | | | | | 2.39% | | | | | | | | 2.55% |
| Cost of funds | | | | | | | 2.43% | | | | | | | | 2.25% |
| Net interest margin (FTE) | | | | | | | 3.19% | | | | | | | | 3.34% |
| (1) | Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%. |
|---|---|
| (2) | Rates and yields are annualized and calculated from rounded amounts in thousands, which appear above. |
| --- | --- |
| (3) | Nonaccrual loans are included in average loans outstanding. |
| --- | --- |
Exhibit 99.2
| 1<br>st Quarter 2024<br>Earnings<br>Presentation<br>NYSE: AUB<br>April 23, 2024 | |||
|---|---|---|---|
| 2<br>Forward Looking Statements<br>This presentation and statements by our management may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include, without limitation, statements on<br>slides entitled “Q1 2024 Highlights,“ “Loan and Deposit Trends,” and “2024 Financial Outlook,” statements regarding our expectations with regard to our business, financial and operating results, including our deposit base and funding, the impact of future economic<br>conditions, changes in economic conditions, our asset quality, our customer relationships, and statements that include other projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such<br>forward-looking statements are based on certain assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties, and other factors, some of which cannot be predicted or quantified, that may cause actual results,<br>performance, or achievements to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,”<br>“estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” “continue,” “confidence,” or words of similar meaning or other statements concerning opinions or judgment of the Company and our management about future events.<br>Although we believe that our expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of our existing knowledge of our business and operations, there can be no assurance that actual future results,<br>performance, or achievements of, or trends affecting, us will not differ materially from any projected future results, performance, achievements or trends expressed or implied by such forward-looking statements. Actual future results, performance, achievements or<br>trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of or changes in:<br>• market interest rates and their related impacts on macroeconomic conditions, customer and client behavior, our funding<br>costs and our loan and securities portfolios;<br>• inflation and its impacts on economic growth and customer and client behavior;<br>• adverse developments in the financial industry generally, such as bank failures, responsive measures to mitigate and<br>manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and<br>client behavior;<br>• the sufficiency of liquidity;<br>• general economic and financial market conditions, in the United States generally and particularly in the markets in which<br>we operate and which our loans are concentrated, including the effects of declines in real estate values, an increase in<br>unemployment levels and slowdowns in economic growth;<br>• the impact of purchase accounting with respect to our merger with American National Bankshares, Inc. (“American<br>National”), or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine the<br>fair value and credit marks;<br>• the possibility that the anticipated benefits of our merger with American National, including anticipated cost savings and<br>strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from,<br>the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where<br>we do business, or as a result of other unexpected factors or events;<br>• potential adverse reactions or changes to business or employee relationships, including those resulting from our merger<br>with American National;<br>• the integration of the business and operations of American National may take longer or be more costly than anticipated;<br>• monetary and fiscal policies of the U.S. government, including policies of the U.S. Department of the Treasury and the<br>Federal Reserve;<br>• the quality or composition of our loan or investment portfolios and changes therein;<br>• demand for loan products and financial services in our market areas;<br>• our ability to manage our growth or implement our growth strategy;<br>• the effectiveness of expense reduction plans;<br>• the introduction of new lines of business or new products and services;<br>• our ability to recruit and retain key employees;<br>• real estate values in our lending area;<br>• changes in accounting principles, standards, rules, and interpretations, and the related impact on our financial statements;<br>• an insufficient ACL or volatility in the ACL resulting from the CECL methodology, either alone or as that may be affected by<br>changing economic conditions, credit concentrations, inflation, changing interest rates, or other factors;<br>• our liquidity and capital positions;<br>• concentrations of loans secured by real estate, particularly commercial real estate;<br>• the effectiveness of our credit processes and management of our credit risk;<br>• our ability to compete in the market for financial services and increased competition from fintech companies;<br>• technological risks and developments, and cyber threats, attacks, or events;<br>• operational, technological, cultural, regulatory, legal, credit, and other risks associated with the exploration, consummation<br>and integration of potential future acquisitions, whether involving stock or cash considerations;<br>• the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist<br>acts, geopolitical conflicts or public health events (such as pandemics), and of governmental and societal responses<br>thereto; these potential adverse effects may include, without limitation, adverse effects on the ability of our borrowers to<br>satisfy their obligations to us, on the value of collateral securing loans, on the demand for our loans or our other products<br>and services, on supply chains and methods used to distribute products and services, on incidents of cyberattack and<br>fraud, on our liquidity or capital positions, on risks posed by reliance on third-party service providers, on other aspects of<br>our business operations and on financial markets and economic growth;<br>• performance by our counterparties or vendors;<br>• deposit flows;<br>• the availability of financing and the terms thereof;<br>• the level of prepayments on loans and mortgage-backed securities;<br>• legislative or regulatory changes and requirements;<br>• actual or potential claims, damages, and fines related to litigation or government actions, which may result in, among other<br>things, additional costs, fines, penalties, restrictions on our business activities, reputational harm, or other adverse<br>consequences;<br>• the effects of changes in federal, state or local tax laws and regulations;<br>• any event or development that would cause us to conclude that there was an impairment of any asset, including intangible<br>assets, such as goodwill; and<br>• other factors, many of which are beyond our control.<br>Please also refer to such other factors as discussed throughout Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended<br>December 31, 2023, and related disclosures in other filings, which have been filed with the U.S. Securities and Exchange Commission (“SEC”) and are available on the SEC’s website at www.sec.gov. All risk factors and uncertainties described herein and<br>therein should be considered in evaluating forward-looking statements, and all of the forward-looking statements are expressly qualified by the cautionary statements contained or referred to herein and therein. The actual results or developments anticipated<br>may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or our businesses or operations. Readers are cautioned not to rely too heavily on the forward-looking statements. Forward-looking statements speak only as of the date they are made. We do not intend or assume any obligation to update, revise or clarify any forward-looking statements that may be made from time to time by or on behalf of the Company, whether as a result of new<br>information, future events or otherwise, except as required by law. | |||
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| 3<br>Additional Information<br>Non-GAAP Financial Measures<br>This presentation contains certain financial information determined by methods other<br>than in accordance with generally accepted accounting principles in the United States<br>(“GAAP”). These non-GAAP financial measures are a supplement to GAAP, which is<br>used to prepare the Company’s financial statements, and should not be considered in<br>isolation or as a substitute for comparable measures calculated in accordance with<br>GAAP. In addition, the Company’s non-GAAP financial measures may not be<br>comparable to non-GAAP financial measures of other companies. The Company uses<br>the non-GAAP financial measures discussed herein in its analysis of the Company’s<br>performance. The Company’s management believes that these non-GAAP financial<br>measures provide additional understanding of ongoing operations, enhance<br>comparability of results of operations with prior periods, show the effects of significant<br>gains and charges in the periods presented without the impact of items or events that<br>may obscure trends in the Company’s underlying performance, or show the potential<br>effects of accumulated other comprehensive income (or AOCI) or unrealized losses on<br>securities on the Company's capital. This presentation also includes certain projections<br>of non-GAAP financial measures. Due to the inherent variability and difficulty associated<br>with making accurate forecasts and projections of information that is excluded from<br>these projected non-GAAP measures, and the fact that some of the excluded information<br>is not currently ascertainable or accessible, the Company is unable to quantify certain<br>amounts that would be required to be included in the most directly comparable projected<br>GAAP financial measures without unreasonable effort. Consequently, no disclosure of<br>projected comparable GAAP measures is included, and no reconciliation of forward-looking non-GAAP financial information is included.<br>Please see “Reconciliation of Non-GAAP Disclosures” at the end of this presentation for<br>a reconciliation to the nearest GAAP financial measure.<br>No Offer or Solicitation<br>This presentation does not constitute an offer to sell or a solicitation of an offer to buy<br>any securities. No offer of securities shall be made except by means of a prospectus<br>meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell<br>or solicitation of an offer to buy shall be made in any jurisdiction in which such offer,<br>solicitation or sale would be unlawful.<br>About Atlantic Union Bankshares Corporation<br>Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE:<br>AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has 135<br>branches and 150 ATMs located throughout Virginia and in portions of Maryland and<br>North Carolina as of April 1, 2024. Certain non-bank financial services affiliates of<br>Atlantic Union Bank include: Atlantic Union Equipment Finance, Inc., which provides<br>equipment financing; Atlantic Union Financial Consultants, LLC, which provides<br>brokerage services; and Union Insurance Group, LLC, which offers various lines of<br>insurance products. | |||
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| 4<br>Largest Regional Banking Company Headquartered in Virginia<br>Our Company | Pro Forma Combined Basis<br>Soundness | Profitability | Growth<br>*Data as of 3/31/2024, presented on a pro forma basis reflecting the acquisition of American National, before any merger-related adjustments, which closed on April 1, 2024;<br>market capitalization as of 4/22/2024<br>1) Regional bank defined as having less than $100 billion in assets; rank determined by asset size; data per S&P Global Market Intelligence<br>Highlights ($bn)<br>• Statewide Virginia footprint of 122<br>branches in all major markets<br>• #1 regional bank1 deposit market<br>share in Virginia<br>• Strong balance sheet and capital<br>levels<br>• Committed to top-tier financial<br>performance with a highly<br>experienced management team able<br>to execute change<br>4<br>$24.5*<br>Assets<br>$18.2*<br>Loans<br>$19.9*<br>Deposits<br>$3.0<br>Market Capitalization<br>Branch/Office Footprint |
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| 5<br>Our Shareholder<br>Value Proposition<br>Leading Regional Presence<br>Dense, uniquely valuable presence<br>across attractive markets<br>Financial<br>Strength<br>Solid balance sheet<br>& capital levels<br>Attractive<br>Financial Profile<br>Solid dividend yield<br>& payout ratio with<br>earnings upside<br>Strong Growth<br>Potential<br>Organic & acquisition<br>opportunities<br>Peer-Leading<br>Performance<br>Committed to top-tier<br>financial performance | |||
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| 6<br>Q1 2024 Highlights<br>Loan and Deposit Growth<br>• 5.6% annualized loan growth in Q1 2024<br>from Q4 2023 and 8.7% from Q1 2023<br>• 11.0% annualized deposit growth in Q1<br>2024 from Q4 2023 and 5.0% from Q1<br>2023<br>Asset Quality<br>• Q1 2024 net charge-offs at 13 bps<br>annualized which is the same as Q1<br>2023<br>Positioning for Long Term<br>• Lending pipelines down moderately<br>• Granular growing deposit base<br>• Focus on organic growth and<br>performance of the core banking<br>franchise<br>Differentiated Client<br>Experience<br>• Responsive, strong and capable<br>alternative to large national banks, while<br>competitive with and more capable than<br>smaller banks<br>Focus on Smooth Integration<br>• Core Systems conversion planned for<br>late May 2024<br>• Integration off to a good start and one<br>mock system conversion completed<br>• Experienced integration team with our<br>third integration of a $3 billion bank in 6<br>years<br>Capitalize on<br>Strategic Opportunities<br>• Closed acquisition of American National<br>Bankshares Inc. on April 1, 2024<br>6 | |||
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| 7<br>Loan and Deposit Trends<br>42% 44% 45% 47% 48%<br>5.35% 5.62% 5.84% 5.97% 6.02%<br>Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024<br>Total Loan Beta1<br>Cumulative Loan Beta Avg. Rate<br>28% 24% 22%<br>72% 76% 78%<br>Q1 2023 Q4 2023 Q1 2024<br>Deposit Mix Shift<br>$ in Millions<br>Non Interest Deposits Interest Bearing Deposits<br>$16,456 $16,818<br>$17,278<br>37%<br>41%<br>48%<br>52% 55%<br>1.79%<br>2.20%<br>2.64%<br>2.92% 3.07%<br>Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024<br>Interest Bearing Deposit Beta2<br>Cumulative Int. Bearing Deposit Beta Int. Bearing Rate Paid<br>26%<br>30%<br>36%<br>40%<br>43%<br>1.28%<br>1.61%<br>1.97%<br>2.23%<br>2.38%<br>Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024<br>Total Deposit Beta2<br>Cumulative Deposit Beta<br>1 Loan Betas are calculated as the change in yield from Q1 2022 to the represented quarter.<br>2Deposit Betas and Interest Bearing Deposit Betas are calculated as the change in rate paid from Q4 2021 to the represented quarter.<br>1Q 2024 Highlights<br>• Total deposits up 11.0%<br>annualized from 4Q 2023<br>• Mix shift into higher costing<br>deposit products and higher<br>deposit betas drove increased<br>cost of deposits<br>• From the start of the cycle<br>through Q1 2024 the total<br>deposit beta is 43% and total<br>loan beta is 48%<br>• Loan and deposit betas<br>expected to continue to rise at<br>a slower pace | |||
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| 8<br>Q1 2024 Financial Performance At-a-Glance<br>1For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix –<br>Reconciliation of Non-GAAP Disclosures”<br>Note: all tables presented dollars in thousands, except per share amounts<br>• Reported net income available to common shareholders for the first quarter<br>of 2024 was $46.8 million or $0.62 per share, down $7.1 million or $0.10 per<br>share compared to the prior quarter, primarily driven by:<br>• A decrease in net interest income, primarily driven by higher deposit<br>costs due to growth in average deposit balances, changes in the<br>deposit mix and the lower day count in the quarter, as well as higher<br>short term borrowing costs due to an increase in average short-term<br>borrowings in the quarter. These decreases were partially offset by<br>higher yields on the loan portfolio and higher average balances of<br>loans held for investment (“LHFI”),<br>• A decrease in noninterest income, primarily driven by a decrease in<br>loan-related interest rate swap fees and a decrease in other<br>operating income, as the prior quarter included a $1.9 million gain<br>related to a sale-leaseback transaction of one branch location,<br>• A decrease in the provision for credit losses,<br>• A decrease in noninterest expense, primarily driven by a decrease in<br>other expenses, which included a $3.3 million legal reserve incurred<br>in the prior quarter related to our previously disclosed settlement<br>with the CFPB; a $2.5 million decrease in FDIC assessment<br>premiums and other insurance, which included a $3.4 million FDIC<br>special assessment in the prior quarter, compared to $840,000 in<br>the first quarter; a $1.3 million decrease in professional services<br>expense; and a $700,000 decrease in marketing and advertising<br>expenses, partially offset by a $5.2 million increase in salaries and<br>benefits.<br>• Adjusted operating earnings available to common shareholders1 decreased<br>$9.8 million to $49.0 million at March 31, 2024 compared to the prior quarter,<br>primarily driven by:<br>• A decrease in net interest income as described above.<br>• A decrease in adjusted operating noninterest income1<br>, primarily due<br>to decrease in loan-related interest rate swap fees,<br>• An increase in adjusted operating noninterest expense1<br>, primarily<br>driven by an increase in salaries and benefits, partially offset by a<br>decrease in professional services expense,<br>• A decrease in the provision for credit losses.<br>1Q2024 4Q2023<br>Adjusted operating earnings available to<br>common shareholders $ 49,027 $ 58,853<br>Adjusted operating common EPS, diluted $ 0.65 $ 0.78<br>Adjusted operating ROA 0.99% 1.18%<br>Adjusted operating ROTCE 13.93% 18.20%<br>Adjusted operating efficiency ratio (FTE) 56.84% 52.97%<br>Adjusted operating earnings PTPP $ 70,815 $ 81,356<br>PTPP = Pre-tax Pre-provision<br>Adjusted Operating Earnings Metrics - non-GAAP1<br>1Q2024 4Q2023<br>Net interest income $ 147,825 $ 153,544<br>- Provision for credit losses 8,239 8,707<br>+ Noninterest income 25,552 29,959<br>- Noninterest expense 105,273 107,929<br>- Taxes 10,096 9,960<br>Net income (GAAP) $ 49,769 $ 56,907<br>- Dividends on preferred stock 2,967 2,967<br>Net income available to common shareholders (GAAP) $ 46,802 $ 53,940<br>+ Merger-related costs, net of tax 1,563 884<br>+ FDIC special assessment, net of tax 664 2,656<br>+ Legal reserve, net of tax — 2,859<br>- Gain on sale of securities, net of tax 2 2<br>- Gain on sale-leaseback transaction, net of tax — 1,484<br>Adjusted operating earnings available to common shareholders (non-GAAP)1 $ 49,027 $ 58,853<br>Summarized Income Statement<br>1Q2024 4Q2023<br>Net Income available to common shareholders $ 46,802 $ 53,940<br>Common EPS, diluted $ 0.62 $ 0.72<br>ROE 7.79% 9.29%<br>ROTCE (non-GAAP)1 13.32% 16.72%<br>ROA 0.94% 1.08%<br>Efficiency ratio 60.72% 58.82%<br>Efficiency ratio (FTE)1 59.44% 57.65%<br>Net interest margin 3.11% 3.26%<br>Net interest margin (FTE)1 3.19% 3.34%<br>Earnings Metrics | |||
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| 9<br>Q1 2024 Allowance For Credit Losses (ACL) and<br>Provision for Credit Losses<br>Q1 Macroeconomic Forecast<br>Moody’s March 2024 Baseline Forecast:<br>• US GDP expected to average ~2.5% growth in<br>2024 and ~1.5% in 2025.<br>• The national unemployment rate expected to<br>average ~3.9% in 2024 and ~4.1% in 2025.<br>Q1 ACL Considerations<br>• Utilizes a weighted Moody’s forecast economic<br>scenarios approach in the quantitative model.<br>• Qualitative factors were added for certain<br>portfolios and other factors as deemed<br>appropriate.<br>• The reasonable and supportable forecast period is<br>2 years; followed by reversion to the historical loss<br>average over 2 years.<br>Allowance for Loan<br>& Lease Losses<br>Reserve for Unfunded<br>Commitments<br>Allowance for<br>Credit Losses<br>09/30/2023<br>Ending Balance % of loans<br>$126MM<br>(0.82%)<br>$15MM<br>(0.10%)<br>$141MM<br>(0.92%)<br>Q4 2023 Activity<br>+$6MM<br>Increase due to loan growth and an<br>increase in the allowance on two<br>individually assessed commercial<br>loans.<br>+$1MM<br>Increase due to increase in<br>unfunded balances<br>+$7MM<br>$8.7 million Provision for Credit<br>Losses and $1.2 million net charge-offs<br>12/31/2023<br>Ending Balance % of loans<br>$132MM<br>(0.85%)<br>$16MM<br>(0.10%)<br>$148MM<br>(0.95%)<br>Q1 2024 Activity<br>+$4MM<br>Increase due to loan growth and<br>the impact of continued<br>uncertainty in the economic<br>outlook on certain portfolios.<br>-$0.7MM<br>Slight decrease from last quarter<br>due to a decline in unfunded<br>balances.<br>+$4MM<br>$8.2 million Provision for Credit<br>Losses and $4.9 million net<br>charge-offs<br>03/31/2024<br>Ending Balance % of loans<br>$136MM<br>(0.86%)<br>$16MM<br>(0.10%)<br>$152MM<br>(0.96%)<br>Numbers may not foot due to rounding. | |||
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| 10<br>Q1 2024 Net Interest Margin<br>Market Rates<br>1Q 2024 4Q 2023<br>EOP Avg EOP Avg<br>Fed funds 5.50% 5.50% 5.50% 5.50%<br>Prime 8.50% 8.50% 8.50% 8.50%<br>1-month SOFR 5.33% 5.33% 5.35% 5.34%<br>2-year Treasury 4.62% 4.48% 4.14% 4.76%<br>10- year Treasury 4.20% 4.14% 3.94% 4.38%<br>Margin Overview<br>1Q 2024 4Q 2023<br>Net interest margin (FTE)1 3.19% 3.34%<br>Loan yield 6.03% 5.97%<br>Investment yield 3.72% 3.80%<br>Earning asset yield 5.62% 5.59%<br>Cost of deposits 2.39% 2.23%<br>Cost of interest-bearing deposits 3.08% 2.92%<br>Cost of interest-bearing liabilities 3.23% 3.04%<br>Cost of funds 2.43% 2.25%<br>Presented on an FTE basis (non-GAAP)1<br>Approximately 30% of the variable rate loan portfolio at<br>3/31/2024 have floors and all are above floors<br>Loan Portfolio Pricing Mix<br>1Q 2024<br>Fixed 48%<br>1-month SOFR 42%<br>Prime 6%<br>Other 4%<br>Total 100%<br>1 For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix – Reconciliation of Non-GAAP Disclosures”<br>Numbers may not foot due to rounding<br>3.34%<br>5 bps<br>-11 bps<br>-7 bps<br>-2 bps<br>3.19% | |||
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| 11<br>Adjusted operating noninterest expense1<br>increased $2.5 million to $100.7 million for the<br>quarter ended March 31, 2024 from $98.2 million in the prior quarter primarily due to:<br>• A $5.2 million increase in salaries and benefits due to seasonal increases in payroll<br>related taxes and 401(k) contribution expenses in the first quarter<br>• Partially offset by a $1.3 million decrease in professional services primarily due to a<br>decrease in costs related to strategic initiatives as the Company focused on<br>completing its merger with American National, and a $700,000 decrease in marketing<br>and advertising expenses<br>Adjusted operating noninterest income1 decreased $2.5 million to $25.5 million for the<br>quarter ended March 31, 2024 from $28.1 million in the prior quarter primarily due to:<br>• A $2.4 million decrease in loan-related interest rate swap fees in the first quarter as swap<br>transactions decreased from the seasonally high fourth quarter<br>Q1 2024 Noninterest Income and Noninterest Expense<br>1For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix – Reconciliation of Non-GAAP Disclosures”<br>2<br>Included within other operating income<br>3<br>Included within other expenses<br>4<br>Included within FDIC assessment premiums and other insurance<br>Noninterest Income<br>($ thousands) 1Q2024 4Q2023<br>Service charges on deposit accounts $ 8,569 $ 8,662<br>Other service charges, commissions and fees 1,731 1,789<br>Interchange fees 2,294 2,581<br>Fiduciary and asset management fees 4,838 4,526<br>Mortgage banking income 867 774<br>Gain on sale of securities 3 3<br>Bank owned life insurance income 3,245 3,088<br>Loan-related interest rate swap fees 1,216 3,588<br>Other operating income 2,789 4,948<br>Total noninterest income $ 25,552 $ 29,959<br>Less: Gain on sale of securities 3 3<br>Less: Gain on sale-leaseback transaction2 — 1,879<br>Total adjusted operating noninterest income (non-GAAP)1 $ 25,549 $ 28,077<br>Noninterest Expense<br>($ thousands) 1Q2024 4Q2023<br>Salaries and benefits $ 61,882 $ 56,686<br>Occupancy expenses 6,625 6,644<br>Furniture and equipment expenses 3,309 3,517<br>Technology and data processing 8,127 7,853<br>Professional services 3,081 4,346<br>Marketing and advertising expense 2,318 3,018<br>FDIC assessment premiums and other insurance 5,143 7,630<br>Franchise and other taxes 4,501 4,505<br>Loan-related expenses 1,323 1,060<br>Amortization of intangible assets 1,895 2,094<br>Other expenses 7,069 10,576<br>Total noninterest expenses $ 105,273 $ 107,929<br>Less: Amortization of intangible assets 1,895 2,094<br>Less: Merger-related costs3<br> 1,874 1,002<br>Less: FDIC special assessment4<br> 840 3,362<br>Less: Legal reserve3 — 3,300<br>Total adjusted operating noninterest expense (non-GAAP)1 $ 100,664 $ 98,171 | |||
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| 12<br>Q1 2024 Loan and Deposit Growth<br>• At March 31, 2024, LHFI totaled $15.9 billion, an increase of $216.6<br>million or 5.6% (annualized) from the prior quarter, driven by an<br>increase in commercial loan balances of $270.2 million, partially offset<br>by a decrease in consumer loan balances of $53.6 million<br>• Commercial loans increased by 8.2% (annualized), primarily<br>driven by increases in the construction and land development<br>and the equipment finance portfolios.<br>• Consumer loans balances decreased by 9.4% (annualized),<br>primarily driven by a decrease in auto, as the portfolio runs<br>off.<br>• Average loan yields increased 6 basis points during the<br>quarter, primarily due to the impact of higher market interest<br>rates on new loan production yields as well as on renewing<br>loan yields.<br>• At March 31, 2024, total deposits were $17.3 billion, an increase of<br>$460.3 million or 11.0% (annualized) from the prior quarter<br>• Interest-bearing customer deposits increased by $461.4<br>million and brokered deposits increased by $116.9 million,<br>partially offset by a $118.0 million decrease in demand<br>deposits.<br>• Noninterest-bearing demand deposits accounted for 22% of<br>total deposit balances at the end of the first quarter of 2024,<br>down from 24% in the prior quarter.<br>• Interest checking accounts included approximately $1.1 billion<br>of fully insured cash sweep (“ICS”) deposits.<br>• The cost of deposits increased by 16 basis points compared<br>to the prior quarter, primarily due to increased deposit rates,<br>changes in the deposit mix, and growth in average interest-bearing deposit balances.<br>Loan Growth ($ thousands) 1Q2024 4Q2023 QTD Annualized<br>Growth<br>Commercial & Industrial $ 3,561,971 $ 3,589,347 (3.1%)<br>Commercial real estate - owner occupied 1,981,613 1,998,787 (3.5%)<br>Other Commercial 994,574 876,908 54.0%<br>Total Commercial & Industrial 6,538,158 6,465,042 4.5%<br>Commercial real estate - non-owner occupied 4,225,018 4,172,401 5.1%<br>Construction and land development 1,246,251 1,107,850 50.2%<br>Multifamily real estate 1,074,957 1,061,997 4.9%<br>Residential 1-4 Family - Commercial 515,667 522,580 (5.3%)<br>Total CRE & Construction 7,061,893 6,864,828 11.5%<br>Total Commercial Loans 13,600,051 13,329,870 8.2%<br>Residential 1-4 Family - Consumer 1,081,094 1,078,173 1.1%<br>Residential 1-4 Family - Revolving 616,951 619,433 (1.6%)<br>Auto 440,118 486,926 (38.7%)<br>Consumer 113,414 120,641 (24.1%)<br>Total Consumer Loans 2,251,577 2,305,173 (9.4%)<br> Total LHFI (net of deferred fees and costs) $ 15,851,628 $ 15,635,043 5.6%<br> Average Loan Yield 6.03% 5.97%<br>Deposit Growth ($ thousands) 1Q2024 4Q2023 QTD Annualized<br>Growth<br>Interest checking accounts $ 4,753,485 $ 4,697,819 4.8%<br>Money market accounts 4,104,282 3,850,679 26.5%<br>Savings accounts 895,213 909,223 (6.2%)<br>Customer time deposits of $250,000 and over 721,155 674,939 27.5%<br>Other customer time deposits 2,293,800 2,173,904 22.2%<br>Time deposits 3,014,955 2,848,843 23.5%<br>Total interest-bearing customer deposits 12,767,935 12,306,564 15.1%<br>Brokered deposits 665,309 548,384 85.8%<br>Total interest-bearing deposits 13,433,244 12,854,948 18.1%<br>Demand deposits 3,845,191 3,963,181 (12.0%)<br> Total Deposits $ 17,278,435 $ 16,818,129 11.0%<br> Average Cost of Deposits 2.39% 2.23%<br> Loan to Deposit Ratio 91.7% 93.0% | |||
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| 13<br>Capital Ratio<br>Regulatory<br>Well<br>Capitalized<br>Minimums<br>Atlantic Union<br>Bankshares<br>Atlantic<br>Union Bank<br>Atlantic Union<br>Bankshares<br>Atlantic Union<br>Bank<br>Common Equity Tier 1 Ratio (CET1) 6.5% 9.9% 12.5% 7.8% 10.5%<br>Tier 1 Capital Ratio 8.0% 10.8% 12.5% 8.7% 10.5%<br>Total Risk Based Capital Ratio 10.0% 13.6% 13.3% 11.6% 11.3%<br>Leverage Ratio 5.0% 9.6% 11.2% 7.6% 9.2%<br>Tangible Equity to Tangible Assets (non-GAAP)1<br>- 7.9% 9.4% 7.7% 9.2%<br>Tangible Common Equity Ratio (non-GAAP) 1<br>- 7.0% 9.4% 6.9% 9.2%<br>Strong Capital Position at March 31, 2024<br>1) For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix – Reconciliation of Non-GAAP Disclosures”<br>2) Figures may not foot due to rounding<br>*Capital information presented herein is based on estimates and subject to change pending the Company’s filing of its regulatory reports<br>Capital Management Strategy<br>Atlantic Union capital management<br>objectives are to:<br>• Maintain designation as a “well capitalized”<br>institution.<br>• Ensure capital levels are commensurate<br>with the Company’s risk profile, capital<br>stress test projections, and strategic plan<br>objectives.<br>The Company’s capital ratios are well<br>above regulatory well capitalized levels as<br>of March 31, 2024<br>• On a proforma basis, the Company would<br>be well capitalized if unrealized losses on<br>securities were realized at March 31, 2024<br>Capital Management Actions<br>• During the first quarter of 2024, the<br>Company paid dividends of $171.88 per<br>outstanding share of Series A Preferred<br>Stock and $0.32 per common share. The<br>common dividend is 6.7% higher than the<br>prior year’s dividend and consistent with the<br>prior quarter’s dividend.<br>Quarterly Roll Forward<br>Common Equity<br>Tier 1 Ratio2<br>Tangible Common<br>Equity Ratio<br>Tangible Book<br>Value per Share<br>At 12/31/23 9.84% 7.15% $19.39<br>Pre-Provision Net Income 0.30% 0.27% 0.74<br>After-Tax Provision (0.04%) (0.03%) (0.09)<br>CECL Transition Adjustment (0.06%) --- ---<br>Common Dividends3<br>(0.13%) (0.12%) (0.32)<br>AOCI --- (0.15%) (0.41)<br>Goodwill & Intangibles 0.01% 0.01% 0.03<br>Other 0.06% (0.01%) (0.06)<br>Asset Growth (0.12%) (0.07%) ---<br>At 3/31/24 – Reported 9.87% 7.05% $19.27<br>AOCI net losses --- 1.83% 5.01<br>At 3/31/24 – ex AOCI2 9.87% 8.88% $24.28<br>(3) 32 cents per share<br>Reported Proforma including AOCI and<br>HTM unrealized losses | |||
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| 14<br>2024 Financial Outlook (inclusive of American National beginning April 1st)<br>1<br>1Key Assumptions<br>• 2024 outlook includes nine months<br>impact of American National in<br>results<br>• The outlook includes preliminary<br>estimates of merger-related<br>purchase accounting adjustments<br>that are subject to change<br>• Remain on track for cost saving<br>target of 40% of American National<br>non-interest expense, expected to<br>be fully recognized beginning<br>4Q24<br>• The Federal Reserve Bank cuts<br>the fed funds rate by 25 bps two<br>times beginning in September<br>2024<br>• Through cycle total deposit beta of<br>~45%; through cycle total loan<br>yield beta of ~50% and through<br>cycle interest bearing deposit beta<br>of ~58%<br>• Increased likelihood of soft landing<br>and expect relatively stable<br>economy in AUB’s<br>Virginia footprint in 2024<br>• Expect Virginia unemployment rate<br>to remain low and below national<br>unemployment rate in 2024<br>Full Year 2024 Outlook 1 Notes1<br>Loans (end of period) ~$18.0 - $18.5B<br>Deposits (end of period) ~$19.8 - $20.3B<br>Credit Outlook<br>ACL to loans: ~95 – 100 bps<br>Net charge-off ratio: 10 – 15 bps<br>Net Interest Income (FTE) 2,3 ~$725 - $740MM Targeting ~$195 to $205 million for 4Q24<br>Net Interest Margin (FTE) 2,3 ~3.40% - 3.50% Targeting ~3.55% - 3.65% for 4Q24<br>Adjusted Operating Noninterest Income2 ~$105 - $115MM Targeting ~$30-35 million for 4Q24<br>Adjusted Operating Noninterest Expense 2<br>(excludes amortization of intangible assets) ~$445 - $455MM<br>Targeting ~$110 - $115MM for 4Q24<br>reflecting cost-savings and synergies<br>related to the American National merger<br>Amortization of intangible assets ~$17 - $23MM Estimated at ~$5 - $7MM for 4Q24<br>1) Information on this slide is presented as of April 23, 2024, reflects the Company’s updated financial outlook, certain of the Company’s financial targets, and key economic assumptions, and will not be updated or affirmed unless and until<br>the Company publicly announces such an update or affirmation. The adjusted operating noninterest expense outlook excludes amortization of intangible assets, merger-related costs, the impact of legal reserves associated with our<br>previously disclosed settlement with the CFPB, and FDIC special assessments, and the adjusted operating noninterest income outlook excludes gains and losses on the sale of securities and gain on sale-leaseback transactions. The FY<br>2024 financial outlook, the Company’s financial targets and the key economic assumptions contain forward-looking statements and actual results or conditions may differ materially. See the information set forth below the heading<br>“Forward Looking Statements” on slide 2 of this presentation.<br>2) Refer to “Additional Information” slide and Appendix for non-GAAP disclosures.<br>3) Includes preliminary estimates of accretion income from the American National acquisition which are subject to change. | |||
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| 15<br>Appendix | |||
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| 16<br>Non-Owner<br>Occupied Office<br>CRE<br>4.9%<br>All Other Non-Owner Occupied<br>CRE<br>21.7%<br>Multifamily CRE<br>All Other Loans 6.8%<br>66.6%<br>AUB Non-Owner Occupied CRE Portfolio at March 31, 2024<br>$ in millions Total Outstandings % of Portfolio<br>Multifamily $1,075 6.8%<br>Retail $865 5.5%<br>Hotel/Motel B&B $867 5.5%<br>Office $779 4.9%<br>Industrial/Warehouse $707 4.5%<br>Senior Living $370 2.3%<br>Self Storage $356 2.2%<br>Other $281 1.8%<br>Total Non-Owner Occupied CRE $5,300 33.4%<br>Non-Owner Occupied CRE By Type<br>Numbers may not foot due to rounding.<br>$15.9B<br>Total<br>Loans | |||
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| 17<br>Other Office<br>77.5%<br>Medical Office<br>22.5%<br>Medical vs Other Office<br>By Market ($ millions) Key Portfolio Metrics<br>Carolinas $245<br>Fredericksburg Area $116<br>Central VA $104<br>Northern VA/Maryland $65<br>Western VA $99<br>Eastern VA $48<br>Other $101<br>Total $779<br>Avg. Office Loan ($ thousands) $1,924<br>Median Office Loan ($ thousands) $664<br>Loan Loss Reserve / Office Loans 2.74%<br>NCOs / Office Loans1 0.11%<br>Delinquencies / Office Loans 0.52%<br>NPL / Office Loans 0.45%<br>Criticized Loans / Office Loans 7.47%<br>AUB Non-Owner Occupied Office CRE Portfolio at March 31, 2024<br>$779MM<br>Non-Owner<br>Occupied<br>Office<br>Portfolio<br>Non-Owner Occupied Office<br>Portfolio Credit Quality<br>Geographically Diverse Non-Owner<br>Occupied Office Portfolio<br>1Trailing 4 Quarters Avg NCO/Trailing 4 Quarter Avg Office Portfolio | |||
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| 18<br>By Market ($ millions) Key Portfolio Metrics<br>Carolinas $188<br>Fredericksburg Area $93<br>Central VA $338<br>Northern VA/Maryland $32<br>Western VA $160<br>Eastern VA $110<br>Other $154<br>Total $1,075<br>AUB Multifamily CRE Portfolio at March 31, 2024<br>Multifamily Portfolio Credit<br>Quality<br>Geographically Diverse Multifamily<br>Portfolio<br>1Trailing 4 Quarters Avg NCO/Trailing 4 Quarter Avg Multifamily Portfolio<br>Avg. Multifamily Loan ($ thousands) $3,328<br>Median Multifamily Loan ($ thousands) $829<br>Loan Loss Reserve / Multifamily Loans 0.43%<br>NCOs / Multifamily Loans1 0.00%<br>Delinquencies / Multifamily Loans 0.00%<br>NPL / Multifamily Loans 0.00%<br>Criticized Loans / Multifamily Loans 1.71% | |||
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| 19<br>Granular Deposit Base<br>$19,000 $19,000 $19,000<br>$99,000 $98,000 $100,000<br>Q1 2023 Q4 2023 Q1 2024<br>Customer Deposit Granularity<br>Retail Avg. Deposits Acct Size Business Avg. Deposits Acct Size<br>28% 26% 27%<br>29% 29%<br>$4,589<br>$4,343<br>$4,492<br>$4,922<br>$5,094<br>Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024<br>Period End Uninsured and Uncollateralized Deposits as a Percentage of Total<br>Deposits ($ in Millions) | |||
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| 20<br>Cash and Cash Equivalents<br>(unrestricted)<br>$425<br>Unencumbered Securities<br>$1,298<br>FHLB Borrowing Capacity<br>$1,375<br>Fed Funds Lines<br>$752<br>Discount Window<br>$286<br>Secondary Sources*<br>$1,271<br>($ in millions)<br>Liquidity Position at March 31, 2024<br>Total Liquidity Sources of $5.4 billion<br>~106% liquidity coverage ratio of uninsured/uncollateralized deposits of $5.1 billion<br>* Includes brokered deposits and other sources of liquidity<br>Figures may not foot due to rounding<br>Liquidity<br>Sources<br>Total<br>$5.4 billion | |||
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| 21<br>Securities Portfolio at March 31, 2024<br>• As of March 31, 2024, total securities portfolio of<br>$3.0 billion with a total unrealized loss of $448.5<br>million<br>• 76% of total portfolio in available-for-sale at<br>an unrealized loss of $410.9 million<br>• 24% of total portfolio designated as held-to-maturity with an unrealized loss of $37.6<br>million<br>• Total duration of 6.3 years. Securities portfolio is<br>used defensively to neutralize overall asset sensitive<br>interest rate risk profile<br>• ~37% municipals, ~58% treasuries, agency<br>MBS/CMOs and ~5% corporates and other<br>investments<br>• Securities to total assets of 14.2% as of March 31,<br>2024, down from 14.5% on December 31, 2023<br>$3,032<br>$3,108<br>$3,069<br>$3,031<br>1Q 2023 4Q 2023 1Q 2024<br>Securities Balances<br>$ M illions<br>Total AFS (fair value) and HTM (carrying value)<br>3.34%<br>Yield<br>3.72%<br>Yield<br>3.80%<br>Yield | |||
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| 22<br>Reconciliation of Non-GAAP Disclosures<br>The Company has provided supplemental performance measures on a tax-equivalent, tangible, operating, adjusted, or pre-tax pre-provision basis.<br>These non-GAAP financial measures are a supplement to GAAP, which is used to prepare the Company’s financial statements, and should not be<br>considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, the Company’s non-GAAP<br>financial measures may not be comparable to non-GAAP financial measures of other companies. The Company uses the non-GAAP financial<br>measures discussed herein in its analysis of the Company’s performance. The Company’s management believes that these non-GAAP financial<br>measures provide additional understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the<br>effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in the Company’s<br>underlying performance. | |||
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| 23<br>Reconciliation of Non-GAAP Disclosures<br>Adjusted operating measures exclude, as applicable, merger-related costs, FDIC special assessments, legal reserves<br>associated with our previously disclosed settlement with the<br>CFPB, gain (loss) on sale of securities, and gain on sale-leaseback transaction. The Company believes these non-GAAP adjusted measures provide investors with important<br>information about the continuing economic results of the<br>Company’s operations. The Company believes net interest<br>income (FTE), total revenue (FTE), and total adjusted<br>revenue (FTE), which are used in computing net interest<br>margin (FTE), efficiency ratio (FTE) and adjusted operating<br>efficiency ratio (FTE), provide valuable additional insight into<br>the net interest margin and the efficiency ratio by adjusting for<br>differences in tax treatment of interest income sources. The<br>entire FTE adjustment is attributable to interest income on<br>earning assets, which is used in computing the yield on<br>earning assets. Interest expense and the related cost of<br>interest-bearing liabilities and cost of funds ratios are not<br>affected by the FTE components. The adjusted operating<br>efficiency ratio (FTE) excludes, as applicable, the<br>amortization of intangible assets, merger-related costs, FDIC<br>special assessments, legal reserves associated with our<br>previously disclosed settlement with the CFPB, gain (loss) on<br>sale of securities, and gain on sale-leaseback transaction.<br>This measure is similar to the measure used by the Company<br>when analyzing corporate performance and is also similar to<br>the measure used for incentive compensation. The Company<br>believes this adjusted measure provides investors with<br>important information about the continuing economic results<br>of the Company’s operations.<br>(Dollars in thousands, except per share amounts) 1Q2024 4Q2023<br>Operating Measures<br>Net Income (GAAP) $ 49,769 $ 56,907<br>Plus: Merger-related costs, net of tax 1,563 884<br>Plus: FDIC special assessment, net of tax 664 2,656<br>Plus: Legal reserve, net of tax — 2,859<br>Less: Gain (loss) on sale of securities, net of tax 2 2<br>Less: Gain on sale-leaseback transaction, net of tax — 1,484<br>Adjusted operating earnings (non-GAAP) $ 51,994 $ 61,820<br>Less: Dividends on preferred stock 2,967 2,967<br>Adjusted operating earnings available to common shareholders (non-GAAP) $ 49,027 $ 58,853<br>Weighted average common shares outstanding, diluted 75,197,376 75,016,858<br>EPS available to common shareholders, diluted (GAAP) $ 0.62 $ 0.72<br>Adjusted operating EPS available to common shareholders (non-GAAP) $ 0.65 $ 0.78<br>Operating Efficiency Ratio<br>Noninterest expense (GAAP) $ 105,273 $ 107,929<br>Less: Amortization of intangible assets 1,895 2,094<br>Less: Merger-related costs 1,874 1,002<br>Less: FDIC special assessment 840 3,362<br>Less: Legal reserve — 3,300<br>Adjusted operating noninterest expense (non-GAAP) $ 100,664 $ 98,171<br>Noninterest income (GAAP) $ 25,552 $ 29,959<br>Less: Gain (loss) on sale of securities 3 3<br>Less: Gain on sale-leaseback transaction — 1,879<br>Adjusted operating noninterest income (non-GAAP) $ 25,549 $ 28,077<br>Net interest income (GAAP) $ 147,825 $ 153,544<br>Noninterest income (GAAP) 25,552 29,959<br>Total revenue (GAAP) $ 173,377 $ 183,503<br>Net interest income (FTE) (non-GAAP) $ 151,546 $ 157,256<br>Adjusted operating noninterest income (non-GAAP) 25,549 28,077<br>Total adjusted revenue (FTE) (non-GAAP) $ 177,095 $ 185,333<br>Efficiency ratio (GAAP) 60.72% 58.82%<br>Efficiency ratio FTE (non-GAAP) 59.44% 57.65%<br>Adjusted operating efficiency ratio (FTE) (non-GAAP) 56.84% 52.97%<br>ADJUSTED OPERATING EARNINGS AND EFFICIENCY RATIO<br>For the three months ended | |||
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| 24<br>Reconciliation of Non-GAAP Disclosures<br>The Company believes net interest income (FTE),<br>total revenue (FTE), and total adjusted revenue<br>(FTE), which are used in computing net interest<br>margin (FTE), efficiency ratio (FTE) and adjusted<br>operating efficiency ratio (FTE), provide valuable<br>additional insight into the net interest margin and<br>the efficiency ratio by adjusting for differences in<br>tax treatment of interest income sources. The<br>entire FTE adjustment is attributable to interest<br>income on earning assets, which is used in<br>computing the yield on earning assets. Interest<br>expense and the related cost of interest-bearing<br>liabilities and cost of funds ratios are not affected<br>by the FTE components.<br>(Dollars in thousands) 1Q2024 4Q2023<br>Net interest income (GAAP) $ 147,825 $ 153,544<br>FTE adjustment 3,721 3,712<br>Net interest income (FTE) (non-GAAP) $ 151,546 $ 157,256<br>Noninterest income (GAAP) 25,552 29,959<br>Total revenue (FTE) (non-GAAP) $ 177,098 $ 187,215<br>Average earning assets $ 19,089,393 $18,676,967<br>Net interest margin (GAAP) 3.11% 3.26%<br>Net interest margin (FTE) 3.19% 3.34%<br>NET INTEREST MARGIN<br>For the three months ended | |||
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| 25<br>Reconciliation of Non-GAAP Disclosures<br>Tangible assets and tangible common equity are<br>used in the calculation of certain profitability,<br>capital, and per share ratios. The Company<br>believes tangible assets, tangible common equity<br>and the related ratios are meaningful measures of<br>capital adequacy because they provide a<br>meaningful base for period-to-period and<br>company-to-company comparisons, which the<br>Company believes will assist investors in<br>assessing the capital of the Company and its<br>ability to absorb potential losses. The Company<br>believes tangible common equity is an important<br>indication of its ability to grow organically and<br>through business combinations, as well as its<br>ability to pay dividends and to engage in various<br>capital management strategies. The Company<br>also calculates adjusted tangible common equity<br>to tangible assets ratios to exclude AOCI, which is<br>principally comprised of unrealized losses on AFS<br>securities, and to include the impact of unrealized<br>losses on HTM securities. The Company believes<br>that each of these ratios enables investors to<br>assess the Company's capital levels and capital<br>adequacy without the effects of changes in AOCI,<br>some of which are uncertain and difficult to<br>predict, or assuming that the Company realized all<br>previously unrealized losses on HTM securities at<br>the end of the period, as applicable.<br>(Dollars in thousands, except per share amounts)<br>Atlantic Union<br>Bankshares<br>Atlantic Union<br>Bank<br>Tangible Assets<br>Ending Assets (GAAP) $ 21,378,120 $ 21,261,739<br>Less: Ending goodwill 925,211 925,211<br>Less: Ending amortizable intangibles 17,288 17,288<br>Ending tangible assets (non-GAAP) $ 20,435,621 $ 20,319,240<br>Tangible Common Equity<br>Ending equity (GAAP) $ 2,548,928 $ 2,845,299<br>Less: Ending goodwill 925,211 925,211<br>Less: Ending amortizable intangibles 17,288 17,288<br>Less: Perpetual preferred stock 166,357 —<br>Ending tangible common equity (non-GAAP) $ 1,440,072 $ 1,902,800<br>Net unrealized losses on HTM securities, net of tax $ (37,583) $ (37,583)<br>Accumulated other comprehensive loss (AOCI) $ (374,298) $ (374,298)<br>Common shares outstanding at end of period 75,381,740<br>Average equity (GAAP) $ 2,568,243 $ 2,854,506<br>Less: Average goodwill 925,211 925,211<br>Less: Average amortizable intangibles 18,198 18,198<br>Less: Average perpetual preferred stock 166,356 —<br>Average tangible common equity (non-GAAP) $ 1,458,478 $ 1,911,097<br>Less: Perpetual preferred stock<br>Common equity to total assets (GAAP) 11.1% 13.4%<br>Tangible equity to tangible assets (non-GAAP) 7.9% 9.4%<br>Tangible equity to tangible assets, incl net unrealized losses on HTM securities (non-GAAP) 7.7% 9.2%<br>Tangible common equity to tangible assets (non-GAAP) 7.0% 9.4%<br>Tangible common equity to tangible assets, incl net unrealized losses on HTM securities (non-GAAP) 6.9% 9.2%<br>Tangible common equity to tangible assets, ex AOCI (non-GAAP)1 8.9%<br>Book value per common share (GAAP) $ 31.88<br>Tangible book value per common share (non-GAAP) $ 19.27<br>Tangible book value per common share, ex AOCI (non-GAAP)1 $ 24.28<br>Leverage Ratio<br>Tier 1 capital $ 1,982,433 $ 2,292,065<br>Total average assets for leverage ratio $ 20,606,809 $ 20,506,568<br>Leverage ratio 9.6% 11.2%<br>Leverage ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 7.6% 9.2%<br>TANGIBLE ASSETS, TANGIBLE COMMON EQUITY, AND LEVERAGE RATIO<br>As of March 31, 2024<br>1Calculation excludes the impact of 645,540 unvested restricted stock awards (RSAs) outstanding as of March 31, 2024 | |||
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| 26<br>Reconciliation of Non-GAAP Disclosures<br>All regulatory capital ratios at March 31, 2024 are<br>estimates and subject to change pending the<br>Company’s filing of its FR Y-9 C. In addition to<br>these regulatory capital ratios, the Company<br>adjusts certain regulatory capital ratios to include<br>the impacts of AOCI, which the Company has<br>elected to exclude from regulatory capital ratios<br>under applicable regulations, and net unrealized<br>losses on HTM securities, assuming that those<br>unrealized losses were realized at the end of the<br>period, as applicable. The Company believes that<br>each of these ratios help investors to assess the<br>Company's regulatory capital levels and capital<br>adequacy.<br>(Dollars in thousands)<br>Atlantic Union<br>Bankshares<br>Atlantic Union<br>Bank<br>Risk-Based Capital Ratios<br>Net unrealized losses on HTM securities, net of tax $ (37,583) $ (37,583)<br>Accumulated other comprehensive loss (AOCI) $ (374,298) $ (374,298)<br>Common equity tier 1 capital $ 1,816,076 $ 2,292,065<br>Tier 1 capital $ 1,982,433 $ 2,292,065<br>Total capital $ 2,507,571 $ 2,430,543<br>Total risk-weighted assets $ 18,406,940 $ 18,304,095<br>Common equity tier 1 capital ratio 9.9% 12.5%<br>Common equity tier 1 capital ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 7.8% 10.5%<br>Tier 1 capital ratio 10.8% 12.5%<br>Tier 1 capital ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 8.7% 10.5%<br>Total capital ratio 13.6% 13.3%<br>Total capital ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 11.6% 11.3%<br>RISK-BASED CAPITAL RATIOS<br>As of March 31, 2024 | |||
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| 27<br>Reconciliation of Non-GAAP Disclosures<br>Tangible assets and tangible common equity are used in<br>the calculation of certain profitability, capital, and per<br>share ratios. The Company believes tangible assets,<br>tangible common equity and the related ratios are<br>meaningful measures of capital adequacy because they<br>provide a meaningful base for period-to-period and<br>company-to-company comparisons, which the Company<br>believes will assist investors in assessing the capital of<br>the Company and its ability to absorb potential losses.<br>The Company believes tangible common equity is an<br>important indication of its ability to grow organically and<br>through business combinations as well as its ability to<br>pay dividends and to engage in various capital<br>management strategies. The Company believes that<br>ROTCE is a meaningful supplement to GAAP financial<br>measures and is useful to investors because it measures<br>the performance of a business consistently across time<br>without regard to whether components of the business<br>were acquired or developed internally. Adjusted<br>operating measures exclude, as applicable, merger-related costs, FDIC special assessments, legal reserves<br>associated with our previously disclosed settlement with<br>the CFPB, gain (loss) on sale of securities, and gain on<br>sale-leaseback transaction. The Company believes<br>these non-GAAP adjusted measures provide investors<br>with important information about the continuing<br>economic results of the Company’s operations.<br>(Dollars in thousands) 1Q2024 4Q2023<br>Return on average assets (ROA)<br>Average assets (GAAP) $ 21,222,756 $ 20,853,306<br>ROA (GAAP) 0.94% 1.08%<br>Adjusted operating ROA (non-GAAP) 0.99% 1.18%<br>Return on average equity (ROE)<br>Adjusted operating earnings available to common shareholders (non-GAAP) $ 49,027 $ 58,853<br>Plus: Amortization of intangibles, tax effected 1,497 1,654<br>Adjusted operating earnings available to common shareholders before<br>amortization of intangibles (non-GAAP) $ 50,524 $ 60,507<br>Average equity (GAAP) $ 2,568,243 $ 2,430,711<br>Less: Average goodwill 925,211 925,211<br>Less: Average amortizable intangibles 18,198 20,192<br>Less: Average perpetual preferred stock 166,356 166,356<br>Average tangible common equity (non-GAAP) $ 1,458,478 $ 1,318,952<br>ROE (GAAP) 7.79% 9.29%<br>Return on tangible common equity (ROTCE)<br>Net Income available to common shareholders (GAAP) $ 46,802 $ 53,940<br>Plus: Amortization of intangibles, tax effected 1,497 1,654<br>Net Income available to common shareholders before amortization of<br>intangibles (non-GAAP) $ 48,299 $ 55,594<br>ROTCE (non-GAAP) 13.32% 16.72%<br>Adjusted operating ROTCE (non-GAAP) 13.93% 18.20%<br>For the three months ended<br>OPERATING MEASURES | |||
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| 28<br>Reconciliation of Non-GAAP Disclosures<br>Pre-tax pre-provision adjusted earnings<br>excludes, as applicable, the provision for<br>credit losses, which can fluctuate<br>significantly from period-to-period under the<br>CECL methodology, income tax expense,<br>merger-related costs, FDIC special<br>assessments, legal reserves associated with<br>our previously disclosed settlement with the<br>CFPB, gain on sale of securities, and gain<br>on sale-leaseback transaction. The<br>Company believes this adjusted measure<br>provides investors with important information<br>about the continuing economic results of the<br>Company’s operations.<br>(Dollars in thousands) 1Q2024 4Q2023<br>Net income (GAAP) $ 49,769 $ 56,907<br>Plus: Provision for credit losses 8,239 8,707<br>Plus: Income tax expense 10,096 9,960<br>Plus: Merger-related costs 1,874 1,002<br>Plus: FDIC special assessment 840 3,362<br>Plus: Legal reserve — 3,300<br>Less: Gain on sale of securities 3 3<br>Less: Gain on sale-leaseback transaction — 1,879<br>PTPP adjusted operating earnings (non-GAAP) $ 70,815 $ 81,356<br>For the three months ended<br>PRE-TAX PRE-PROVISION ADJUSTED OPERATING EARNINGS | |||
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