UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the Quarterly Period Ended | |
OR | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading symbol(s) |
| Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | |
Non-accelerated filer | ☐ | ||
Smaller reporting company | |||
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. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes |
The number of shares of common stock outstanding as of April 25, 2024 was
ATLANTIC UNION BANKSHARES CORPORATION
FORM 10-Q
INDEX
Glossary of Acronyms and Defined Terms
In this Quarterly Report on Form 10-Q, unless the context suggests otherwise, the terms “we”, “us”, and “our” refer to Atlantic Union Bankshares Corporation and its direct and indirect subsidiaries, including Atlantic Union Bank.
2023 Form 10-K | – | Annual Report on Form 10-K for the year ended December 31, 2023 |
ACL | – | Allowance for credit losses |
AFS | – | Available for sale |
ALCO | – | Asset liability management committee |
ALLL | – | Allowance for loan and lease losses, a component of ACL |
American National | – | American National Bankshares Inc. |
AOCI | – | Accumulated other comprehensive income (loss) |
ASC | – | Accounting Standards Codification |
ASU | – | Accounting Standards Update |
AUB | – | Atlantic Union Bankshares Corporation |
the Bank | – | Atlantic Union Bank |
BOLI | – | Bank-owned life insurance |
bps | – | Basis points |
BTFP | – | Bank Term Funding Program |
CECL | – | Current expected credit losses |
CFPB | – | Consumer Financial Protection Bureau |
CME SOFR | – | Chicago Mercantile Exchange Secured Overnight Financing Rate |
the Company | – | Atlantic Union Bankshares Corporation and its subsidiaries |
depositary shares | – | Depositary shares, each representing a 1/400th ownership interest in a share of the Company’s Series A preferred stock, with a liquidation preference of $10,000 per share of Series A preferred stock (equivalent to $25 per depositary share) |
EPS | – | Earnings per common share |
Exchange Act | – | Securities Exchange Act of 1934, as amended |
FASB | – | Financial Accounting Standards Board |
FDIC | – | Federal Deposit Insurance Corporation |
Federal Reserve | – | Board of Governors of the Federal Reserve System |
FHLB | – | Federal Home Loan Bank of Atlanta |
FHLMC | – | Federal Home Loan Mortgage Corporation |
FNB | – | FNB Corporation |
FNMA | – | Federal National Mortgage Association |
FOMC | – | Federal Open Market Committee |
FRB | – | Federal Reserve Bank of Richmond |
FR Y9-C | – | Consolidated financial statements for a U.S. bank holding company, a savings and loan holding company, a U.S. intermediate holding company, and a securities holding company |
FTE | – | Fully taxable equivalent |
GAAP | – | Accounting principles generally accepted in the United States |
GNMA | – | Government National Mortgage Association |
HTM | – | Held to maturity |
LHFI | – | Loans held for investment |
LHFS | – | Loans held for sale |
MBS | – | Mortgage-Backed Securities |
merger agreement | – | Agreement and Plan of Merger dated July 24, 2023 by and between Atlantic Union Bankshares Corporation and American National Bankshares Inc. |
merger | – | Proposed merger of American National Bankshares Inc. with and into Atlantic Union Bankshares Corporation pursuant to the merger agreement |
MFC | – | Middleburg Financial Corporation |
NPA | – | Nonperforming assets |
NYSE | – | New York Stock Exchange |
OCI | – | Other comprehensive (loss) income |
ROU asset | – | Right of Use Asset |
RPAs | – | Risk Participation Agreements |
SEC | – | Securities and Exchange Commission |
Series A preferred stock | – | 6.875% Perpetual Non-Cumulative Preferred Stock, Series A, par value $10.00 per share |
SOFR | – | Secured Overnight Financing Rate |
TLM | – | Troubled loan modification |
VFG | – | Virginia Financial Group, Inc. |
PART I – FINANCIAL INFORMATION
ITEM 1 – FINANCIAL STATEMENTS
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2024 AND DECEMBER 31, 2023
(Dollars in thousands, except share data)
March 31, | December 31, | ||||
2024 |
| 2023 | |||
ASSETS | (unaudited) | (audited) | |||
Cash and cash equivalents: | |||||
Cash and due from banks | $ | | $ | | |
Interest-bearing deposits in other banks | | | |||
Federal funds sold | | | |||
Total cash and cash equivalents | | | |||
Securities available for sale, at fair value | | | |||
Securities held to maturity, at carrying value | | | |||
Restricted stock, at cost | | | |||
Loans held for sale | | | |||
Loans held for investment, net of deferred fees and costs | | | |||
Less: allowance for loan and lease losses | | | |||
Total loans held for investment, net | | | |||
Premises and equipment, net | | | |||
Goodwill | | | |||
Amortizable intangibles, net | | | |||
Bank owned life insurance | | | |||
Other assets | | | |||
Total assets | $ | | $ | | |
LIABILITIES | |||||
Noninterest-bearing demand deposits | $ | | $ | | |
Interest-bearing deposits | | | |||
Total deposits | | | |||
Securities sold under agreements to repurchase | | | |||
Other short-term borrowings | | | |||
Long-term borrowings | | | |||
Other liabilities | | | |||
Total liabilities | | | |||
Commitments and contingencies (Note 7) | |||||
STOCKHOLDERS' EQUITY | |||||
Preferred stock, $ | | | |||
Common stock, $ | | | |||
Additional paid-in capital | | | |||
Retained earnings | | | |||
Accumulated other comprehensive loss | ( | ( | |||
Total stockholders' equity | | | |||
Total liabilities and stockholders' equity | $ | | $ | | |
Common shares outstanding | | | |||
Common shares authorized | | | |||
Preferred shares outstanding | | | |||
Preferred shares authorized | | |
See accompanying notes to consolidated financial statements.
-2-
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Dollars in thousands, except share and per share data)
Three Months Ended | |||||
March 31, | March 31, | ||||
2024 |
| 2023 | |||
Interest and dividend income: | |||||
Interest and fees on loans | $ | | $ | | |
Interest on deposits in other banks | | | |||
Interest and dividends on securities: | |||||
Taxable | | | |||
Nontaxable | | | |||
Total interest and dividend income | | | |||
Interest expense: | |||||
Interest on deposits | | | |||
Interest on short-term borrowings | | | |||
Interest on long-term borrowings | | | |||
Total interest expense | | | |||
Net interest income | | | |||
Provision for credit losses | | | |||
Net interest income after provision for credit losses | | | |||
Noninterest income: | |||||
Service charges on deposit accounts | | | |||
Other service charges, commissions and fees | | | |||
Interchange fees | | | |||
Fiduciary and asset management fees | | | |||
Mortgage banking income | | | |||
Gain (loss) on sale of securities | | ( | |||
Bank owned life insurance income | | | |||
Loan-related interest rate swap fees | | | |||
Other operating income | | | |||
Total noninterest income | | | |||
Noninterest expenses: | |||||
Salaries and benefits | | | |||
Occupancy expenses | | | |||
Furniture and equipment expenses | | | |||
Technology and data processing | | | |||
Professional services | | | |||
Marketing and advertising expense | | | |||
FDIC assessment premiums and other insurance | | | |||
Franchise and other taxes | | | |||
Loan-related expenses | | | |||
Amortization of intangible assets | | | |||
Other expenses | | | |||
Total noninterest expenses | | | |||
Income before income taxes | | | |||
Income tax expense | | | |||
Net Income | $ | | $ | | |
Dividends on preferred stock | | | |||
Net income available to common shareholders | | | |||
Basic earnings per common share | $ | | $ | | |
Diluted earnings per common share | $ | | $ | | |
Dividends declared per common share | $ | | $ | | |
Basic weighted average number of common shares outstanding | | ||||
Diluted weighted average number of common shares outstanding | |
See accompanying notes to consolidated financial statements.
-3-
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Dollars in thousands)
Three Months Ended |
| ||||||
March 31, |
| ||||||
| 2024 |
| 2023 |
| |||
Net income | $ | | $ | | |||
Other comprehensive (loss) income: |
|
| |||||
Cash flow hedges: |
|
| |||||
Change in fair value of cash flow hedges (net of tax, $ |
| ( |
| | |||
AFS securities: |
|
| |||||
Unrealized holding (losses) gains arising during period (net of tax, $ |
| ( |
| | |||
Reclassification adjustment for (gains) losses included in net income (net of tax, $ |
| ( |
| | |||
HTM securities: |
|
| |||||
Reclassification adjustment for accretion of unrealized gain on AFS securities transferred to HTM (net of tax) (2) |
| ( |
| ( | |||
Bank owned life insurance: |
|
| |||||
Unrealized holding (losses) gains arising during the period (net of tax) | ( | | |||||
Reclassification adjustment for gains included in net income (3) |
| ( |
| ( | |||
Other comprehensive (loss) income: |
| ( |
| | |||
Comprehensive income | $ | | $ | |
(1)
(2)
(3)
See accompanying notes to consolidated financial statements.
-4-
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Dollars in thousands, except share and per share amounts)
|
|
|
|
| Accumulated |
| ||||||||||||
Additional | Other | |||||||||||||||||
Common | Preferred | Paid-In | Retained | Comprehensive | ||||||||||||||
Stock | Stock | Capital | Earnings | Income (Loss) | Total | |||||||||||||
Balance - December 31, 2023 | $ | | $ | | $ | | $ | | $ | ( | $ | | ||||||
Net Income |
| |
| | ||||||||||||||
Other comprehensive income (net of taxes of $ |
| ( |
| ( | ||||||||||||||
Dividends on common stock ($ |
| ( |
| ( | ||||||||||||||
Dividends on preferred stock ($ |
| ( |
| ( | ||||||||||||||
Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes ( |
| | ( | ( | ||||||||||||||
Stock-based compensation expense |
| |
| | ||||||||||||||
Balance - March 31, 2024 | $ | | $ | | $ | | $ | | $ | ( | $ | |
|
|
|
| Accumulated |
| |||||||||||||
Additional | Other | |||||||||||||||||
Common | Preferred | Paid-In | Retained | Comprehensive | ||||||||||||||
Stock | Stock | Capital | Earnings | Income (Loss) | Total | |||||||||||||
Balance - December 31, 2022 | $ | | $ | | $ | | $ | | $ | ( | $ | | ||||||
Net Income |
| |
| | ||||||||||||||
Other comprehensive income (net of taxes of $ |
| |
| | ||||||||||||||
Dividends on common stock ($ |
| ( |
| ( | ||||||||||||||
Dividends on preferred stock ($ |
| ( |
| ( | ||||||||||||||
Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes ( |
| | ( | ( | ||||||||||||||
Stock-based compensation expense |
| |
| | ||||||||||||||
Balance - March 31, 2023 | $ | | $ | | $ | | $ | | $ | ( | $ | |
See accompanying notes to consolidated financial statements.
-5-
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Dollars in thousands)
| 2024 |
| 2023 | |||
Operating activities: |
|
|
|
| ||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
| ||
Provision for credit losses |
| |
| | ||
Depreciation of premises and equipment |
| |
| | ||
Amortization, net |
| |
| | ||
Amortization related to acquisitions, net |
| |
| | ||
(Gains) losses on securities sales, net |
| ( |
| | ||
BOLI income |
| ( |
| ( | ||
Writedown of ROU assets, foreclosed properties, and equipment |
| |
| | ||
Loans held for sale: | ||||||
Originations and purchases | ( | ( | ||||
Proceeds from sales |
| |
| | ||
Changes in operating assets and liabilities: |
|
| ||||
Net (increase) decrease in other assets |
| ( |
| | ||
Net increase (decrease) in other liabilities |
| |
| ( | ||
Net cash provided by operating activities |
| |
| | ||
Investing activities: |
|
|
|
| ||
Securities available for sale and restricted stock: |
| |||||
Purchases |
| ( |
| ( | ||
Proceeds from sales |
| |
| | ||
Proceeds from maturities, calls, and paydowns |
| |
| | ||
Securities held to maturity: |
| |||||
Purchases | | ( | ||||
Proceeds from maturities, calls, and paydowns |
| |
| | ||
Net change in other investments | ( | ( | ||||
Net increase in LHFI |
| ( |
| ( | ||
Net purchases of premises and equipment | ( | ( | ||||
Proceeds from BOLI settlements | | | ||||
Proceeds from sales of foreclosed properties and former bank premises |
| |
| | ||
Net cash (used in) provided by investing activities |
| ( |
| | ||
Financing activities: |
|
|
|
| ||
Net increase (decrease) in: |
| |||||
Non-interest-bearing deposits |
| ( |
| ( | ||
Interest-bearing deposits |
| |
| | ||
Short-term borrowings | ( | ( | ||||
Common stock: |
| |||||
Issuance | | | ||||
Dividends paid |
| ( |
| ( | ||
Vesting of restricted stock, net of shares held for taxes | ( | ( | ||||
Net cash provided by (used in) financing activities |
| |
| ( | ||
Increase in cash and cash equivalents |
| | | |||
Cash, cash equivalents and restricted cash at beginning of the period |
| |
| | ||
Cash, cash equivalents and restricted cash at end of the period | $ | | $ | |
-6-
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Dollars in thousands)
| 2024 |
| 2023 | |||
Supplemental Disclosure of Cash Flow Information |
|
|
|
| ||
Cash payments for: |
|
|
|
| ||
Interest | $ | | $ | | ||
Supplemental schedule of noncash investing and financing activities |
|
|
|
| ||
Transfer from LHFI to LHFS | | |
See accompanying notes to consolidated financial statements.
-7-
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The Company
Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE: AUB) is the holding company for Atlantic Union Bank, which provides banking and related financial products and services to consumers and businesses.
Basis of Financial Information
The accounting policies and practices of Atlantic Union Bankshares Corporation and subsidiaries conform to GAAP and follow general practices within the banking industry. The consolidated financial statements include the accounts of the Company, which is a financial holding company and a bank holding company that owns all of the outstanding common stock of its banking subsidiary, Atlantic Union Bank, which owns Union Insurance Group, LLC, Atlantic Union Financial Consultants, LLC, and Atlantic Union Equipment Finance, Inc.
The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The preparation of the unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the ACL and the fair value of financial instruments. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other period.
The unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s 2023 Form 10-K. Certain prior period amounts have been reclassified to conform to current period presentation. None of these reclassifications had a material effect on the Company’s financial statements. See Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2023 Form 10-K for additional information on the Company’s accounting policies. There have not been any significant changes to the Company’s accounting policies from those disclosed in the Company’s 2023 Form 10-K that could have a material effect on the Company’s financial statements.
-8-
2. SECURITIES AND OTHER INVESTMENTS
Available for Sale
The amortized cost, gross unrealized gains and losses, and estimated fair values of AFS securities for the periods ended are as follows (dollars in thousands):
Amortized | Gross Unrealized | Estimated | ||||||||||
| Cost |
| Gains |
| (Losses) |
| Fair Value | |||||
March 31, 2024 |
|
|
|
|
|
|
| |||||
U.S. government and agency securities | $ | | $ | | $ | ( | $ | | ||||
Obligations of states and political subdivisions |
| |
| |
| ( |
| | ||||
Corporate and other bonds (1) |