Exhibit 99.1

Graphic

Contact:              Robert M. Gorman - (804) 523-7828

Executive Vice President / Chief Financial Officer

ATLANTIC UNION BANKSHARES REPORTS SECOND QUARTER RESULTS

Richmond, Va., July 23, 2020 – Atlantic Union Bankshares Corporation (the “Company” or “Atlantic Union”) (Nasdaq: AUB) today reported net income of $30.7 million and diluted earnings per share of $0.39 for its second quarter ended June 30, 2020. Pre-tax pre-provision earnings(1) were $70.4 million, or $0.89 per share(1), in the second quarter ended June 30, 2020.

Net income was $37.8 million and earnings per share were $0.48 for the six months ended June 30, 2020. Pre-tax pre-provision earnings(1) were $138.7 million, or $1.76 per share(1), in the six months ended June 30, 2020.

“During the second quarter Atlantic Union demonstrated resilience, agility and innovation along with its willingness to make the tough decisions required to successfully navigate through the challenges of COVID-19,” said John C. Asbury, President and Chief Executive Officer of Atlantic Union. “We have remained focused on helping our customers and our communities weather the storm as exemplified by our team’s ability to process more than 11,000 loans which provided approximately $1.7 billion to businesses through the Small Business Administration’s Paycheck Protection Program during the second quarter.

“Operating under the mantra of soundness, profitability and growth – in that order of priority – we believe that Atlantic Union continues to be in a strong financial position with ample liquidity and a well-fortified capital base further enhanced by the issuance of preferred stock during the quarter. We also took action to better align our expense run rate to the revenue reality of the much lower for longer than expected interest rate environment. This includes the consolidation of 14 branches, or nearly 10% of our branch network, that is expected to close in September.”

Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”)

During the second quarter of 2020, the Company continued to participate in the SBA PPP under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, which was intended to provide economic relief to small businesses that have been adversely impacted by the COVID-19 global pandemic (“COVID-19”). The Company processed over 11,000 loans, which totaled $1.7 billion with a recorded investment of $1.6 billion as of June 30, 2020. The loans carry a 1% interest rate and the Company recorded net PPP loan origination fees of approximately $50.2 million which are being amortized over a 24-month period.

Expense Reduction Measures and Balance Sheet Repositioning

During the second quarter of 2020, the Company undertook several actions, including a planned consolidation of 14 branches expected to occur in September, to reduce expenses in light of the current and expected operating environment. These actions resulted in expenses during the second quarter of $1.8 million of severance costs and also $1.6 million related to the real estate write-downs. 

In response to the current rate environment, the Company prepaid a Federal Home Loan Bank (“FHLB”) advance, which resulted in a prepayment penalty of approximately $10.3 million, and sold several securities, which resulted in a gain of approximately $10.3 million.

On June 9, 2020, the Company issued and sold 6,900,000 depositary shares, each representing a 1/400th ownership interest in a share of the Company’s 6.875% Perpetual Non-Cumulative Preferred Stock, Series A (“Series A Preferred Stock”), par value $10.00 per share of Series A Preferred Stock, with a liquidation preference of $10,000 per share of Series A Preferred Stock. The net proceeds received from the issuance of the Series A Preferred Stock were approximately $166.4 million, after deducting the underwriting discount and other offering expenses payable by the Company.



(1) These are financial measures not calculated in accordance with generally accepted accounting principles (“GAAP”). For a reconciliation of these non-GAAP financial measures, see Alternative Performance Measures (non-GAAP) section of the Key Financial Results.

NET INTEREST INCOME

For the second quarter of 2020, net interest income was $137.3 million, an increase from $135.0 million reported in the first quarter of 2020. Net interest income (FTE)(1) was $140.1 million in the second quarter of 2020, an increase of $2.3 million from the first quarter of 2020. The second quarter net interest margin decreased 26 basis points to 3.23% from 3.49% in the previous quarter, while the net interest margin (FTE)(1)  decreased 27 basis points to 3.29% from 3.56% during the same period. The decreases in the net interest margin and net interest margin (FTE) were principally due to a 60 basis point decrease in the yield on earning assets (FTE)(1) offset by a 33 basis point decrease in cost of funds. The decline in the Company’s earning asset yields was driven by the impact of the lower yielding PPP loans originated during the second quarter and the full quarter impact of the lower interest rate environment. The cost of funds decline was driven by lower deposit costs and wholesale borrowing costs driven by lower market interest rates and a favorable funding mix.

The Company’s net interest margin (FTE) includes the impact of acquisition accounting fair value adjustments. During the second quarter of 2020, net accretion related to acquisition accounting decreased $3.1 million from the prior quarter to $6.3 million for the quarter ended June 30, 2020. The first and second quarters of 2020, and the remaining estimated net accretion impact are reflected in the following table (dollars in thousands):

Deposit 

Loan

Accretion

Borrowings

    

Accretion

    

(Amortization)

    

Amortization

    

Total

For the quarter ended March 31, 2020

$

9,528

$

50

$

(138)

$

9,440

For the quarter ended June 30, 2020

 

6,443

 

34

 

(140)

 

6,337

For the remaining six months of 2020 (estimated)

 

5,400

49

(355)

 

5,094

For the years ending (estimated):

 

  

 

  

 

  

 

  

2021

 

9,405

 

14

 

(807)

 

8,612

2022

 

7,569

 

(43)

 

(829)

 

6,697

2023

 

5,415

 

(32)

 

(852)

 

4,531

2024

 

4,406

 

(4)

 

(877)

 

3,525

2025

 

3,322

 

(1)

 

(900)

 

2,421

Thereafter

 

14,931

 

 

(9,873)

 

5,058


(1) These are financial measures not calculated in accordance with GAAP. For a reconciliation of these non-GAAP financial measures, see Alternative Performance Measures (non-GAAP) section of the Key Financial Results.

ASSET QUALITY

Overview

During the second quarter of 2020, the Company experienced decreases in nonperforming assets (“NPAs”) primarily due to nonaccrual loan customer payments. Past due loan levels as a percentage of total loans held for investment at June 30, 2020 were down from past due loan levels at March 31, 2020 and June 30, 2019. Net charge-off levels and the provision for loan losses decreased from the first quarter of 2020.

Loan Modifications for Borrowers Affected by COVID-19

On March 22, 2020, the five federal bank regulatory agencies and the Conference of State Bank Supervisors issued joint

guidance (subsequently revised on April 7, 2020) with respect to loan modifications for borrowers affected by COVID-19 (the “March 22 Joint Guidance”). The March 22 Joint Guidance encourages banks, savings associations, and credit unions to make loan modifications for borrowers affected by COVID-19 and, importantly, assures those financial institutions that they will not (i) receive supervisory criticism for such prudent loan modifications and (ii) be required by examiners to automatically categorize COVID-19-related loan modifications as TDRs. The federal banking regulators have confirmed with the Financial Accounting Standards Board (or FASB) that short-term loan modifications made on a


good faith basis in response to COVID-19 to borrowers who were current (i.e., less than 30 days past due on contractual payments) prior to any loan modification are not TDRs.

In addition, Section 4013 of the CARES Act provides banks, savings associations, and credit unions with the ability to make loan modifications related to COVID-19 without categorizing the loan as a TDR or conducting the analysis to make the determination, which is intended to streamline the loan modification process. Any such suspension is effective for the term of the loan modification; however, the suspension is only permitted for loan modifications made during the effective period of Section 4013 and only for those loans that were not more than thirty days past due as of December 31, 2019.

The Company has made certain loan modifications pursuant to the March 22 Joint Guidance or Section 4013 of the CARES Act and as of June 30, 2020 approximately $1.6 billion remain under their modified terms.

Nonperforming Assets

At June 30, 2020, NPAs totaled $44.0 million, a decrease of $4.4 million from March 31, 2020. NPAs as a percentage of total outstanding loans at June 30, 2020 were 0.31%, a decrease of 7 basis points from 0.38% at March 31, 2020. Excluding the impact of the PPP loans(1), NPAs as a percentage of total outstanding loans were 0.35%, a decrease of 3 basis points from March 31, 2020. The Company’s adoption of current expected credit loss (“CECL”) on January 1, 2020 resulted in a change in the accounting and reporting related to purchased credit impaired (“PCI”) loans, which are now defined as purchased credit deteriorated (“PCD”) and evaluated at the loan level instead of being evaluated in pools under PCI accounting. All prior period nonaccrual and past due loan metrics discussed herein have not been restated for CECL accounting and exclude PCI-related loan balances.


(1) These are financial measures not calculated in accordance with GAAP. For a reconciliation of these non-GAAP financial measures, see Alternative Performance Measures (non-GAAP) section of the Key Financial Results.

The following table shows a summary of nonperforming asset balances at the quarter ended (dollars in thousands):

    

June 30, 

    

March 31, 

    

December 31, 

    

September 30, 

    

June 30, 

2020

2020

2019

2019

2019

Nonaccrual loans

$

39,624

$

44,022

$

28,232

$

30,032

$

27,462

Foreclosed properties

 

4,397

 

4,444

 

4,708

 

6,385

 

6,506

Total nonperforming assets

$

44,021

$

48,466

$

32,940

$

36,417

$

33,968

The following table shows the activity in nonaccrual loans for the quarter ended (dollars in thousands):

    

June 30, 

    

March 31, 

    

December 31, 

    

September 30, 

    

June 30, 

2020

2020

2019

2019

2019

Beginning Balance

$

44,022

$

28,232

$

30,032

$

27,462

$

24,841

Net customer payments

 

(6,524)

 

(3,451)

 

(5,741)

 

(3,612)

 

(3,108)

Additions

 

3,206

 

6,059

 

5,631

 

8,327

 

6,321

Impact of CECL adoption

14,381

Charge-offs

 

(1,088)

 

(1,199)

 

(1,690)

 

(884)

 

(592)

Loans returning to accruing status

 

8

 

 

 

(1,103)

 

Transfers to foreclosed property

 

 

 

 

(158)

 

Ending Balance

$

39,624

$

44,022

$

28,232

$

30,032

$

27,462

The following table shows the activity in foreclosed properties for the quarter ended (dollars in thousands):

    

June 30, 

    

March 31, 

    

December 31, 

    

September 30, 

    

June 30, 

2020

2020

2019

2019

2019

Beginning Balance

$

4,444

$

4,708

$

6,385

$

6,506

$

7,353

Additions of foreclosed property

 

 

615

 

62

 

645

 

271

Valuation adjustments

 

 

(44)

 

(375)

 

(62)

 

(433)

Proceeds from sales

 

(55)

 

(854)

 

(1,442)

 

(737)

 

(638)

Gains (losses) from sales

 

8

 

19

 

78

 

33

 

(47)

Ending Balance

$

4,397

$

4,444

$

4,708

$

6,385

$

6,506


Past Due Loans

Past due loans still accruing interest totaled $40.5 million or 0.28% of total loans held for investment at June 30, 2020, compared to $75.1 million or 0.59% of total loans held for investment at March 31, 2020, and $43.1 million or 0.35% of total loans held for investment at June 30, 2019. Excluding the impact of the PPP loans(1), past due loans still accruing interest were 0.32% of total loans held for investment at June 30, 2020. Of the total past due loans still accruing interest, $19.3 million or 0.13% of total loans held for investment were loans past due 90 days or more at June 30, 2020, compared to $12.9 million or 0.10% of total loans held for investment at March 31, 2020, and $8.8 million or 0.07% of total loans held for investment at June 30, 2019.

(1) These are financial measures not calculated in accordance with GAAP. For a reconciliation of these non-GAAP financial measures, see Alternative Performance Measures (non-GAAP) section of the Key Financial Results.

Net Charge-offs

For the second quarter of 2020, net charge-offs were $3.3 million, or 0.09% of total average loans on an annualized basis, compared to $5.0 million, or 0.16%, for the prior quarter, and $4.3 million, or 0.14%, for the second quarter last year. Excluding the impact of the PPP loans(1), net charge-offs were 0.10% of total average loans on an annualized basis. The majority of net charge-offs in the second quarter of 2020 were related to the third-party consumer loan portfolio.

(1) These are financial measures not calculated in accordance with GAAP. For a reconciliation of these non-GAAP financial measures, see Alternative Performance Measures (non-GAAP) section of the Key Financial Results.

Provision for Credit Losses

The provision for credit losses for the second quarter of 2020 was $34.2 million, a decrease of $26.0 million compared to the previous quarter. The provision for credit losses for the second quarter of 2020 consisted of $32.2 million in provision for loan losses and $2.0 million in provision for unfunded commitments.

Allowance for Credit Losses (“ACL”)

At June 30, 2020, the ACL was $181.0 million and included an allowance for loan and lease losses (“ALLL”) of $170.0 million and a reserve for unfunded commitments (“RUC”) of $11.0 million. The ACL increased $30.9 million from March 31, 2020, primarily due to the worsening economic forecast related to COVID-19.

The ALLL increased $28.9 million and the RUC increased $2.0 million from March 31, 2020, due to the worsening economic forecast related to COVID-19. The ALLL as a percentage of the total loan portfolio was 1.19% at June 30, 2020 and 1.10% at March 31, 2020, and the ACL as percentage of total loans was 1.26% at June 30, 2020. When excluding PPP loans(1), which are 100% guaranteed by the SBA, the ALLL as a percentage of adjusted loans increased 24 bps to 1.34% from the prior quarter and the ACL as a percentage of adjusted loans increased 24 bps to 1.42% from the prior quarter. The ratio of the ALLL to nonaccrual loans was 429.0% at June 30, 2020, compared to 320.4% at March 31, 2020.


(1) These are financial measures not calculated in accordance with GAAP. For a reconciliation of these non-GAAP financial measures, see Alternative Performance Measures (non-GAAP) section of the Key Financial Results.

NONINTEREST INCOME

Noninterest income increased $7.0 million to $35.9 million for the quarter ended June 30, 2020 from $28.9 million in the prior quarter primarily driven by a $10.3 million gain on sale of investment securities recorded during the quarter and an increase of $1.5 million in loan related interest rate swap income. In addition, mortgage banking income was higher by $3.8 million primarily due to increased mortgage loan refinance volumes due to the current low interest rate environment. Partially offsetting these increases was a decline in service charges on deposit accounts of $2.6 million primarily due to lower NSF and overdraft incident fees, $2.5 million in unrealized losses related to equity method investments due to the current economic environment related to COVID-19, and a decline of $469,000 in fiduciary and asset management fees.


NONINTEREST EXPENSE

Noninterest expense increased $7.2 million to $102.8 million for the quarter ended June 30, 2020 from $95.6 million in the prior quarter primarily driven by the recognition of approximately $10.3 million loss on debt extinguishment resulting from the prepayment of approximately $200.0 million in long-term FHLB advances. The increases were partially offset by a decline in marketing and advertising expense of approximately $696,000 and training and other personnel costs of approximately $695,000. Noninterest expense also included approximately $1.6 million in real estate-related branch closure costs and approximately $1.8 million in severance expenses related to the Company’s expense reduction plans. Also included in noninterest expense are costs related to the Company’s response to COVID-19 of approximately $620,000.

INCOME TAXES

The effective tax rate for the three months ended June 30, 2020 was 15.2% compared to 12.2% for the three months ended March 31, 2020. The increase in the effective tax rate was primarily due to tax benefits related to stock compensation during the first quarter of 2020 in accordance with ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” as well as tax-exempt income being a higher component of pre-tax income in the first quarter of 2020 compared to the second quarter of 2020.

BALANCE SHEET

At June 30, 2020, total assets were $19.8 billion, an increase of $1.9 billion, or approximately 42.9% (annualized), from March 31, 2020, and an increase of $2.6 billion, or approximately 15.1% from June 30, 2019. The increase in assets from the prior quarter was driven by PPP loans while growth from the prior year was primarily a result of both organic and PPP loan growth.

At June 30, 2020, loans held for investment (net of deferred fees and costs) were $14.3 billion, an increase of $1.5 billion, or 48.5% (annualized), from March 31, 2020, while average loans increased $1.4 billion, or 43.6% (annualized), from the prior quarter. Excluding the effects of the PPP(2), loans held for investment (net of deferred fees and costs) declined $58.9 million, or 1.9% (annualized), while average loans increased $89.9 million, or 2.9% (annualized) during this period. Loans held for investment (net of deferred fees and costs) increased $2.1 billion, or 17.1% from June 30, 2019, while quarterly average loans increased $1.9 billion, or 15.5% from the prior year. Excluding the effects of the PPP(2), loans held for investment (net of deferred fees and costs) increased $489.4 million, or 4.0%, while quarterly average loans increased $598.9 million, or 5.0% from the prior year.

At June 30, 2020, total deposits were $15.6 billion, an increase of $2.1 billion, or approximately 60.9% (annualized), from March 31, 2020, while average deposits increased $1.6 billion, or 48.6% (annualized), from the prior quarter. Deposits increased $3.1 billion, or 24.7% from June 30, 2019, while quarterly average deposits increased $2.5 billion, or 20.1% from the prior year. The increase in deposits from the prior quarter was primarily due to the impact of PPP loan related deposits and government stimulus check deposits.

The following table shows the Company’s capital ratios at the quarters ended:

    

June 30, 

    

March 31, 

    

June 30, 

 

2020

2020

2019

 

Common equity Tier 1 capital ratio (1)

 

9.81

%  

9.74

%  

10.53

%

Tier 1 capital ratio (1)

 

10.95

%  

9.74

%  

10.53

%

Total capital ratio (1)

 

13.71

%  

12.37

%  

13.00

%

Leverage ratio (Tier 1 capital to average assets) (1)

 

8.82

%  

8.44

%  

9.00

%

Common equity to total assets

 

12.41

%  

13.59

%  

14.64

%

Tangible common equity to tangible assets (2)

 

7.74

%  

8.43

%  

9.28

%


(1)All ratios at June 30, 2020 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed.
(2)These are financial measures not calculated in accordance with GAAP. For a reconciliation of these non-GAAP financial measures, see Alternative Performance Measures (non-GAAP) section of the Key Financial Results.

On June 9, 2020, the Company issued and sold 6,900,000 depositary shares, each representing a 1/400th ownership interest in a share of the Company’s 6.875% Series A Preferred Stock, par value $10.00 per share of Series A Preferred Stock, with a liquidation preference of $10,000 per share of Series A Preferred Stock. The net proceeds received from the issuance of the Series A Preferred Stock was approximately $166.4 million, after deducting the underwriting discount and other offering expenses payable by the Company. The Series A Preferred Stock is included in Tier 1 capital.

During the second quarter of 2020, the Company declared and paid cash dividends of $0.25 per common share, consistent with the first quarter of 2020 and an increase of $0.02, or 8.7% compared to the second quarter of 2019. On July 10, 2019, the Company announced that its Board of Directors had authorized a share repurchase program (effective July 8, 2019) to purchase up to $150 million of the Company’s common stock through June 30, 2021 in open market transactions or privately negotiated transactions. On March 20, 2020, the Company suspended its share repurchase program, which had $20 million remaining in the authorization when it was suspended. The Company repurchased an aggregate of approximately 3.7 million shares, at an average price of $35.48 per share, under the authorization prior to the suspension.

ABOUT ATLANTIC UNION BANKSHARES CORPORATION

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (Nasdaq: AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has 149 branches and approximately 170 ATMs located throughout Virginia, and in portions of Maryland and North Carolina. Middleburg Financial is a brand name used by Atlantic Union Bank and certain affiliates when providing trust, wealth management, private banking, and investment advisory products and services. Certain non-bank affiliates of Atlantic Union Bank include: Old Dominion Capital Management, Inc., and its subsidiary, Outfitter Advisors, Ltd., Dixon, Hubard, Feinour, & Brown, Inc., and Middleburg Investment Services, LLC, which provide investment advisory and/or brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.

SECOND QUARTER 2020 EARNINGS RELEASE CONFERENCE CALL

The Company will hold a conference call on Thursday, July 23, 2020 at 9:00 a.m. Eastern Daylight Time during which management will review the second quarter 2020 financial results and provide an update on recent activities. Interested parties may participate in the call toll-free by dialing (866) 220-4170; international callers wishing to participate may do so by dialing (864) 663-5235. The conference ID number is 6176635. Management will conduct a listen-only webcast with accompanying slides, which can be found at: https://edge.media-server.com/mmc/p/7vrpdxva.

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 of the quarter ended June 30, 2020, 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) section of the Key Financial Results.


FORWARD-LOOKING STATEMENTS

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, including without limitation, statements made in Mr. Asbury’s quotes, are statements that include, without limitation, projections, predictions, expectations, or beliefs about future events or results that are not statements of historical fact. Such forward-looking statements are based on various 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 accompanied by words that convey projected future events or outcomes such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” or words of similar meaning or other statements concerning opinions or judgment of the Company and its management about future events. Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements of, or trends affecting, the Company will not differ materially from any projected future results, performance, or achievements 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:

changes in interest rates;
general economic and financial market conditions, in the United States generally and particularly in the markets in which the Company operates and which its loans are concentrated, including the effects of declines in real estate values, an increase in unemployment levels and slowdowns in economic growth, including as a result of COVID-19;
the quality or composition of the loan or investment portfolios and changes therein;
demand for loan products and financial services in the Company’s market area;
the Company’s ability to manage its growth or implement its growth strategy;
planned branch consolidations;
the introduction of new lines of business or new products and services;
the Company’s ability to recruit and retain key employees;
the incremental cost and/or decreased revenues associated with exceeding $10 billion in assets;
real estate values in the Bank’s lending area;
an insufficient ACL;
changes in accounting principles relating to loan loss recognition (CECL);
the Company’s liquidity and capital positions;
concentrations of loans secured by real estate, particularly commercial real estate;
the effectiveness of the Company’s credit processes and management of the Company’s credit risk;
the Company’s ability to compete in the market for financial services;
technological risks and developments, and cyber threats, attacks, or events;
the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts or public health events (such as COVID-19), and of governmental and societal responses thereto; these potential adverse effects may include, without limitation, adverse effects on the ability of the Company's borrowers to satisfy their obligations to the Company, on the value of collateral securing loans, on the demand for the Company's loans or its other products and services, on incidents of cyberattack and fraud, on the Company’s liquidity or capital positions, on risks posed by reliance on third-party service providers, on other aspects of the Company's business operations and on financial markets and economic growth;
the effect of steps the Company takes in response to COVID-19, the severity and duration of the pandemic, including whether there is a “second wave” as a result of the loosening of governmental restrictions, the pace of recovery when the pandemic subsides and the heightened impact it has on many of the risks described herein;
performance by the Company’s counterparties or vendors;
deposit flows;
the availability of financing and the terms thereof;
the level of prepayments on loans and mortgage-backed securities;
legislative or regulatory changes and requirements, including the impact of the CARES Act and other legislative and regulatory reactions to COVID-19;

potential claims, damages, and fines related to litigation or government actions, including litigation or actions arising from the Company’s participation in and administration of programs related to COVID-19, including, among other things, the CARES Act;
the effects of changes in federal, state or local tax laws and regulations;
monetary and fiscal policies of the U.S. government, including policies of the U.S. Department of the Treasury and the Federal Reserve;
changes to applicable accounting principles and guidelines; and
other factors, many of which are beyond the control of the Company.

Please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and comparable “Risk Factors” sections of the Company’s Quarterly Reports on Form 10-Q and related disclosures in other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. All of the forward-looking statements made in this press release are expressly qualified by the cautionary statements contained or referred to herein. 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 its businesses or operations. Readers are cautioned not to rely too heavily on the forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made and the Company does not undertake any obligation to update, revise or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.


ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS

(Dollars in thousands, except share data)

As of & For Three Months Ended

 

As of & For Six Months Ended

    

06/30/20

    

03/31/20

    

06/30/19

 

06/30/20

06/30/19

Results of Operations

(unaudited)

(unaudited)

(unaudited)

 

(unaudited)

(unaudited)

Interest and dividend income

$

162,867

$

171,325

$

181,125

$

334,193

$

346,777

Interest expense

 

25,562

 

36,317

 

42,531

 

61,880

 

80,636

Net interest income

 

137,305

 

135,008

 

138,594

 

272,313

 

266,141

Provision for credit losses

 

34,200

 

60,196

 

5,300

 

94,396

 

9,092

Net interest income after provision for credit losses

 

103,105

 

74,812

 

133,294

 

177,917

 

257,049

Noninterest income

 

35,932

 

28,907

 

30,578

 

64,838

 

55,515

Noninterest expenses

 

102,814

 

95,645

 

105,608

 

198,459

 

212,335

Income before income taxes

 

36,223

 

8,074

 

58,264

 

44,296

 

100,229

Income tax expense

 

5,514

 

985

 

9,356

 

6,498

 

15,606

Income from continuing operations

 

30,709

 

7,089

 

48,908

 

37,798

 

84,623

Discontinued operations, net of tax

 

 

 

(85)

 

 

(170)

Net income available to common shareholders

$

30,709

$

7,089

$

48,823

$

37,798

$

84,453

Interest earned on earning assets (FTE) (1)

$

165,672

$

174,083

$

184,045

$

339,755

$

352,445

Net interest income (FTE) (1)

 

140,110

 

137,766

 

141,514

 

277,875

 

271,809

Total revenue (FTE) (1)

176,042

166,673

172,092

342,713

327,324

Pre-tax pre-provision earnings (8)

70,423

68,270

73,862

138,692

138,064

Key Ratios

Earnings per common share, diluted

$

0.39

$

0.09

$

0.59

$

0.48

$

1.06

Return on average assets (ROA)

 

0.64

%  

 

0.16

%  

 

1.15

%

 

0.41

%  

 

1.04

%

Return on average equity (ROE)

 

4.96

%  

 

1.15

%  

 

7.86

%

 

3.06

%  

 

7.16

%

Efficiency ratio

 

59.35

%  

 

58.35

%  

 

62.43

%

 

58.86

%  

 

66.01

%

Net interest margin

 

3.23

%  

 

3.49

%  

 

3.71

%

 

3.35

%  

 

3.71

%

Net interest margin (FTE) (1)

 

3.29

%  

 

3.56

%  

 

3.78

%

 

3.42

%  

 

3.79

%

Yields on earning assets (FTE) (1)

 

3.90

%  

 

4.50

%  

 

4.92

%

 

4.18

%  

 

4.92

%

Cost of interest-bearing liabilities

 

0.84

%  

 

1.23

%  

 

1.50

%

 

1.03

%  

 

1.46

%

Cost of deposits

 

0.53

%  

 

0.86

%  

 

0.93

%

 

0.68

%  

 

0.90

%

Cost of funds

 

0.61

%  

 

0.94

%  

 

1.14

%

 

0.76

%  

 

1.13

%

Operating Measures (4)

Net operating earnings

$

30,709

$

7,089

$

57,089

$

37,798

$

107,607

Net operating earnings available to common shareholders

30,709

7,089

57,089

37,798

107,607

Operating earnings per share, diluted

$

0.39

$

0.09

$

0.70

$

0.48

$

1.36

Operating ROA

 

0.64

%  

 

0.16

%  

 

1.35

%

 

0.41

%  

 

1.33

%

Operating ROE

 

4.96

%  

 

1.15

%  

 

9.20

%

3.06

%  

 

9.12

%

Operating ROTCE (2) (3)

 

9.46

%  

 

2.87

%  

 

16.58

%

 

6.13

%  

 

16.48

%

Operating efficiency ratio (FTE) (1)(7)

 

56.00

%  

 

54.74

%  

 

52.46

%

 

55.39

%  

 

53.24

%

Per Share Data

Earnings per common share, basic

$

0.39

$

0.09

$

0.59

$

0.48

$

1.06

Earnings per common share, diluted

 

0.39

 

0.09

 

0.59

 

0.48

 

1.06

Cash dividends paid per common share

 

0.25

 

0.25

 

0.23

 

0.50

 

0.46

Market value per share

 

23.16

 

21.90

 

35.33

 

23.16

 

35.33

Book value per common share

 

31.32

 

30.99

 

30.78

 

31.32

 

30.78

Tangible book value per common share (2)

 

18.54

 

18.15

 

18.36

 

18.54

 

18.36

Price to earnings ratio, diluted

 

14.77

 

60.50

 

14.93

 

23.99

 

16.37

Price to book value per common share ratio

 

0.74

 

0.71

 

1.15

 

0.74

 

1.15

Price to tangible book value per common share ratio (2)

 

1.25

 

1.21

 

1.92

 

1.25

 

1.92

Weighted average common shares outstanding, basic

 

78,711,765

 

79,290,352

 

82,062,585

 

79,001,058

 

79,282,830

Weighted average common shares outstanding, diluted

 

78,722,690

 

79,317,382

 

82,125,194

 

79,020,036

 

79,344,573

Common shares outstanding at end of period

 

78,713,056

 

78,710,448

 

82,086,736

 

78,713,056

 

82,086,736


As of & For Three Months Ended

 

As of & For Six Months Ended

    

06/30/20

    

03/31/20

    

06/30/19

 

06/30/20

06/30/19

 

Capital Ratios

(unaudited)

(unaudited)

(unaudited)

 

(unaudited)

(unaudited)

 

Common equity Tier 1 capital ratio (5)

 

9.81

%  

9.74

%  

10.53

%

9.81

%  

10.53

%

Tier 1 capital ratio (5)

 

10.95

%  

9.74

%  

10.53

%

10.95

%  

10.53

%

Total capital ratio (5)

 

13.71

%  

12.37

%  

13.00

%

13.71

%  

13.00

%

Leverage ratio (Tier 1 capital to average assets) (5)

 

8.82

%  

8.44

%  

9.00

%

8.82

%  

9.00

%

Common equity to total assets

 

12.41

%  

13.59

%  

14.64

%

12.41

%  

14.64

%

Tangible common equity to tangible assets (2)

 

7.74

%  

8.43

%  

9.28

%

7.74

%  

9.28

%

Financial Condition

 

  

 

  

 

  

  

 

  

Assets

$

19,752,317

$

17,847,376

$

17,159,384

$

19,752,317

$

17,159,384

Loans held for investment

 

14,308,646

 

12,768,841

 

12,220,514

 

14,308,646

 

12,220,514

Securities

 

2,672,557

 

2,655,306

 

2,703,856

 

2,672,557

 

2,703,856

Earning Assets

 

17,680,876

 

15,813,780

 

15,140,370

 

17,680,876

 

15,140,370

Goodwill

 

935,560

 

935,560

 

930,449

 

935,560

 

930,449

Amortizable intangibles, net

 

65,105

 

69,298

 

82,976

 

65,105

 

82,976

Deposits

 

15,605,139

 

13,553,035

 

12,515,544

 

15,605,139

 

12,515,544

Borrowings

 

1,125,030

 

1,514,464

 

1,909,171

 

1,125,030

 

1,909,171

Stockholders' equity

 

2,618,226

 

2,425,450

 

2,512,295

 

2,618,226

 

2,512,295

Tangible common equity (2)

 

1,451,197

 

1,420,592

 

1,498,870

 

1,451,197

 

1,498,870

Loans held for investment, net of deferred fees and costs

 

  

 

  

 

  

 

  

 

  

Construction and land development

$

1,247,939

$

1,318,252

$

1,267,712

$

1,247,939

$

1,267,712

Commercial real estate - owner occupied

 

2,067,087

 

2,051,904

 

1,966,776

 

2,067,087

 

1,966,776

Commercial real estate - non-owner occupied

 

3,455,125

 

3,328,012

 

3,104,823

 

3,455,125

 

3,104,823

Multifamily real estate

 

717,719

 

679,390

 

602,115

 

717,719

 

602,115

Commercial & Industrial

 

3,555,971

 

2,177,932

 

2,032,799

 

3,555,971

 

2,032,799

Residential 1-4 Family - Commercial

 

715,384

 

721,800

 

723,636

 

715,384

 

723,636

Residential 1-4 Family - Consumer

 

841,051

 

854,550

 

928,130

 

841,051

 

928,130

Residential 1-4 Family - Revolving

 

627,765

 

652,135

 

660,621

 

627,765

 

660,621

Auto

 

380,053

 

358,039

 

311,858

 

380,053

 

311,858

Consumer

 

311,362

 

352,572

 

383,653

 

311,362

 

383,653

Other Commercial

 

389,190

 

274,255

 

238,391

 

389,190

 

238,391

Total loans held for investment

$

14,308,646

$

12,768,841

$

12,220,514

$

14,308,646

$

12,220,514

Deposits

 

  

 

  

 

  

 

  

 

  

NOW accounts

$

3,618,523

$

3,180,913

$

2,552,159

$

3,618,523

$

2,552,159

Money market accounts

 

4,158,325

 

3,817,959

 

3,592,523

 

4,158,325

 

3,592,523

Savings accounts

 

824,164

 

745,402

 

749,472

 

824,164

 

749,472

Time deposits of $250,000 and over

 

689,693

 

696,520

 

579,786

 

689,693

 

579,786

Other time deposits

1,968,474

2,044,668

2,026,708

1,968,474

2,026,708

Time deposits

 

2,658,167

 

2,741,188

 

2,606,494

 

2,658,167

 

2,606,494

Total interest-bearing deposits

$

11,259,179

$

10,485,462

$

9,500,648

$

11,259,179

$

9,500,648

Demand deposits

 

4,345,960

 

3,067,573

 

3,014,896

 

4,345,960

 

3,014,896

Total deposits

$

15,605,139

$

13,553,035

$

12,515,544

$

15,605,139

$

12,515,544

Averages

 

  

 

  

 

  

 

  

 

  

Assets

$

19,157,238

$

17,559,921

$

16,997,531

$

18,358,579

$

16,352,222

Loans held for investment

 

13,957,711

 

12,593,923

 

12,084,961

 

13,275,817

 

11,608,821

Loans held for sale

 

56,846

 

50,721

 

47,061

 

53,783

 

31,119

Securities

 

2,648,967

 

2,621,437

 

2,738,528

 

2,635,202

 

2,692,236

Earning assets

 

17,106,132

 

15,563,670

 

15,002,726

 

16,334,901

 

14,450,057

Deposits

 

14,960,386

 

13,346,857

 

12,453,702

 

14,153,621

 

11,964,536

Time deposits

 

2,667,268

 

2,755,500

 

2,562,498

 

2,711,384

 

2,444,513

Interest-bearing deposits

 

10,941,368

 

10,421,419

 

9,555,093

 

10,681,393

 

9,285,895

Borrowings

 

1,344,994

 

1,442,525

 

1,847,325

 

1,395,539

 

1,819,147

Interest-bearing liabilities

 

12,286,362

 

11,863,944

 

11,402,418

 

12,076,932

 

11,105,042

Stockholders' equity

 

2,489,969

 

2,485,646

 

2,490,049

 

2,487,807

 

2,379,834

Tangible common equity (2)

 

1,446,948

 

1,478,803

 

1,475,028

 

1,462,875

 

1,404,929


As of & For Three Months Ended

 

As of & For Six Months Ended

    

06/30/20

    

03/31/20

    

06/30/19

 

06/30/20

06/30/19

 

Asset Quality

(unaudited)

(unaudited)

(unaudited)

 

(unaudited)

(unaudited)

 

Allowance for Credit Losses (ACL)

 

  

 

  

 

  

  

 

  

Beginning balance, Allowance for loan and lease losses (ALLL)

$

141,043

$

42,294

$

40,827

$

42,294

$

41,045

Add: Day 1 impact from adoption of CECL

47,484

47,484

Add: Recoveries

 

1,411

 

2,160

 

1,670

 

3,571

 

3,366

Less: Charge-offs

 

4,677

 

7,151

 

5,934

 

11,828

 

11,873

Add: Provision for loan losses

 

32,200

 

56,256

 

5,900

 

88,456

 

9,925

Ending balance, ALLL

$

169,977

$

141,043

$

42,463

$

169,977

$

42,463

Beginning balance, Reserve for unfunded commitment (RUC)

$

9,000

$

900

$

1,700

900

900

Add: Day 1 impact from adoption of CECL

4,160

4,160

Add: Impact of acquisition accounting

1,033

Add: Provision for unfunded commitments

2,000

3,940

(600)

5,940

(833)

Ending balance, RUC

$

11,000

$

9,000

$

1,100

11,000

1,100

Total ACL

$

180,977

$

150,043

$

43,563

$

180,977

$

43,563

ACL / total outstanding loans

1.26

%  

1.18

%  

0.36

%

1.26

%  

0.36

%

ACL / total adjusted loans(9)

1.42

%  

1.18

%  

0.36

%

1.42

%  

0.36

%

ALLL / total outstanding loans

 

1.19

%  

 

1.10

%  

 

0.35

%

 

1.19

%  

 

0.35

%

ALLL / total adjusted loans(9)

1.34

%  

1.10

%  

0.35

%  

1.34

%  

0.35

%  

Net charge-offs / total average loans

 

0.09

%  

 

0.16

%  

 

0.14

%

 

0.13

%  

 

0.15

%

Net charge-offs / total adjusted average loans(9)

0.10

%  

0.16

%  

0.14

%

0.14

%  

0.15

%

Provision for loan losses/ total average loans

 

0.93

%  

 

1.80

%  

 

0.20

%

 

1.34

%  

 

0.17

%

Provision for loan losses/ total adjusted average loans(9)

1.02

%  

1.80

%  

0.20

%

1.48

%  

0.17

%

`

Nonperforming Assets(6)

 

  

 

  

 

  

 

  

 

  

Construction and land development

$

3,977

$

3,234

$

5,619

$

3,977

$

5,619

Commercial real estate - owner occupied

 

8,924

 

11,250

 

4,062

 

8,924

 

4,062

Commercial real estate - non-owner occupied

 

1,877

 

1,642

 

1,685

 

1,877

 

1,685

Multifamily real estate

33

53

33

Commercial & Industrial

 

2,708

 

3,431

 

1,183

 

2,708

 

1,183

Residential 1-4 Family - Commercial

 

5,784

 

7,040

 

4,135

 

5,784

 

4,135

Residential 1-4 Family - Consumer

 

12,029

 

13,088

 

8,677

 

12,029

 

8,677

Residential 1-4 Family - Revolving

 

3,626

 

3,547

 

1,432

 

3,626

 

1,432

Auto

 

584

 

550

 

449

 

584

 

449

Consumer and all other

82

187

220

82

 

220

Nonaccrual loans

$

39,624

$

44,022

$

27,462

$

39,624

$

27,462

Foreclosed property

 

4,397

 

4,444

 

6,506

 

4,397

 

6,506

Total nonperforming assets (NPAs)

$

44,021

$

48,466

$

33,968

$

44,021

$

33,968

Construction and land development

$

473

$

317

$

855

$

473

$

855

Commercial real estate - owner occupied

 

7,851

 

1,690

 

2,540

 

7,851

 

2,540

Commercial real estate - non-owner occupied

878

2,037

1,489

878

1,489

Multifamily real estate

366

377

366

Commercial & Industrial

 

178

 

517

 

295

 

178

 

295

Residential 1-4 Family - Commercial

 

578

 

777

 

863

 

578

 

863

Residential 1-4 Family - Consumer

 

5,099

 

4,407

 

845

 

5,099

 

845

Residential 1-4 Family - Revolving

 

1,995

 

2,005

 

658

 

1,995

 

658

Auto

 

181

 

127

 

122

 

181

 

122

Consumer and all other

 

1,656

 

622

 

1,161

 

1,656

 

1,161

Loans ≥ 90 days and still accruing

$

19,255

$

12,876

$

8,828

$

19,255

$

8,828

Total NPAs and loans ≥ 90 days

$

63,276

$

61,342

$

42,796

$

63,276

$

42,796

NPAs / total outstanding loans

 

0.31

%  

 

0.38

%  

 

0.28

%

 

0.31

%  

 

0.28

%

NPAs / total adjusted loans(9)

0.35

%  

0.38

%  

0.28

%  

0.35

%  

0.28

%  

NPAs / total assets

 

0.22

%  

 

0.27

%  

 

0.20

%

 

0.22

%  

 

0.20

%

ALLL / nonaccrual loans

 

428.97

%  

 

320.39

%  

 

154.62

%

 

428.97

%  

 

154.62

%

ALLL/ nonperforming assets

 

386.13

%  

 

291.01

%  

 

125.01

%

 

386.13

%  

 

125.01

%

Past Due Detail(6)

 

  

 

  

 

  

 

  

 

  

Construction and land development

$

1,683

$

2,786

$

2,327

$

1,683

$

2,327

Commercial real estate - owner occupied

 

1,679

 

10,779

 

1,707

 

1,679

 

1,707

Commercial real estate - non-owner occupied

 

930

 

2,087

 

141

 

930

 

141

Multifamily real estate

 

 

623

 

1,218

 

 

1,218

Commercial & Industrial

 

1,602

 

4,893

 

3,223

 

1,602

 

3,223

Residential 1-4 Family - Commercial

 

480

 

4,145

 

1,622

 

480

 

1,622

Residential 1-4 Family - Consumer

 

1,229

 

15,667

 

5,969

 

1,229

 

5,969

Residential 1-4 Family - Revolving

 

1,924

 

4,308

 

4,978

 

1,924

 

4,978

Auto

 

1,176

 

1,967

 

2,120

 

1,176

 

2,120

Consumer and all other

1,300

1,613

2,824

1,300

2,824

Loans 30-59 days past due

$

12,003

$

48,868

$

26,129

$

12,003

$

26,129


As of & For Three Months Ended

 

As of & For Six Months Ended

    

06/30/20

    

03/31/20

    

06/30/19

 

06/30/20

06/30/19

 

Past Due Detail cont'd(6)

(unaudited)

(unaudited)

(unaudited)

 

(unaudited)

(unaudited)

 

Construction and land development

$

294

$

316

$

318

$

294

$

318

Commercial real estate - owner occupied

 

430

 

1,444

 

 

430

 

Commercial real estate - non-owner occupied

 

369

 

2,765

 

164

 

369

 

164

Multifamily real estate

1,994

Commercial & Industrial

 

296

 

1,218

 

1,175

 

296

 

1,175

Residential 1-4 Family - Commercial

 

2,105

 

1,066

 

651

 

2,105

 

651

Residential 1-4 Family - Consumer

 

3,817

 

570

 

2,801

 

3,817

 

2,801

Residential 1-4 Family - Revolving

 

1,048

 

1,286

 

1,336

 

1,048

 

1,336

Auto

 

290

 

311

 

299

 

290

 

299

Consumer and all other

561

2,362

1,423

561

 

1,423

Loans 60-89 days past due

$

9,210

$

13,332

$

8,167

$

9,210

$

8,167

Troubled Debt Restructurings

 

  

 

  

 

  

 

  

 

  

Performing

$

15,303

$

14,865

$

19,144

$

15,303

$

19,144

Nonperforming

 

5,042

 

5,491

 

4,536

 

5,042

 

4,536

Total troubled debt restructurings

$

20,345

$

20,356

$

23,680

$

20,345

$

23,680

Alternative Performance Measures (non-GAAP)

 

  

 

  

 

  

 

  

 

  

Net interest income (FTE)

 

  

 

  

 

  

 

  

 

  

Net interest income (GAAP)

$

137,305

$

135,008

$

138,594

$

272,313

$

266,141

FTE adjustment

 

2,805

 

2,758

 

2,920

 

5,562

 

5,668

Net interest income (FTE) (non-GAAP) (1)

$

140,110

$

137,766

$

141,514

$

277,875

$

271,809

Noninterest income (GAAP)

35,932

28,907

30,578

64,838

55,515

Total revenue (FTE) (non-GAAP) (1)

$

176,042

$

166,673

$

172,092

$

342,713

$

327,324

Average earning assets

$

17,106,132

$

15,563,670

$

15,002,726

$

16,334,901

$

14,450,057

Net interest margin

 

3.23

%  

 

3.49

%  

 

3.71

%

 

3.35

%  

 

3.71

%

Net interest margin (FTE) (1)

 

3.29

%  

 

3.56

%  

 

3.78

%

 

3.42

%  

 

3.79

%

Tangible Assets

 

  

 

  

 

  

 

  

 

  

Ending assets (GAAP)

$

19,752,317

$

17,847,376

$

17,159,384

$

19,752,317

$

17,159,384

Less: Ending goodwill

 

935,560

 

935,560

 

930,449

 

935,560

 

930,449

Less: Ending amortizable intangibles

 

65,105

 

69,298

 

82,976

 

65,105

 

82,976

Ending tangible assets (non-GAAP)

$

18,751,652

$

16,842,518

$

16,145,959

$

18,751,652

$

16,145,959

Tangible Common Equity (2)

 

  

 

  

 

  

 

  

 

  

Ending equity (GAAP)

$

2,618,226

$

2,425,450

$

2,512,295

$

2,618,226

$

2,512,295

Less: Ending goodwill

 

935,560

 

935,560

 

930,449

 

935,560

 

930,449

Less: Ending amortizable intangibles

 

65,105

 

69,298

 

82,976

 

65,105

 

82,976

Less: Perpetual preferred stock

166,364

166,364

Ending tangible common equity (non-GAAP)

$

1,451,197

$

1,420,592

$

1,498,870

$

1,451,197

$

1,498,870

Average equity (GAAP)

$

2,489,969

$

2,485,646

$

2,490,049

$

2,487,807

$

2,379,834

Less: Average goodwill

 

935,560

 

935,560

 

929,455

 

935,560

 

894,252

Less: Average amortizable intangibles

 

67,136

 

71,283

 

85,566

 

69,210

 

80,653

Less: Average perpetual preferred stock

40,325

20,162

Average tangible common equity (non-GAAP)

$

1,446,948

$

1,478,803

$

1,475,028

$

1,462,875

$

1,404,929

Operating Measures (4)

 

  

 

  

 

  

 

  

 

  

Net income (GAAP)

$

30,709

$

7,089

$

48,823

$

37,798

$

84,453

Plus: Merger and rebranding-related costs, net of tax

 

 

8,266

 

 

23,154

Net operating earnings (non-GAAP)

30,709

7,089

57,089

37,798

107,607

Less: Dividends on preferred stock

Net operating earnings available to common shareholders (non-GAAP)

$

30,709

$

7,089

$

57,089

$

37,798

$

107,607

Noninterest expense (GAAP)

$

102,814

$

95,645

$

105,608

$

198,459

$

212,335

Less: Merger Related Costs

 

 

 

6,371

 

 

24,493

Less: Rebranding Costs

4,012

4,420

Less: Amortization of intangible assets

 

4,223

 

4,401

 

4,937

 

8,624

 

9,154

Operating noninterest expense (non-GAAP)

$

98,591

$

91,244

$

90,288

$

189,835

$

174,268

Net interest income (FTE) (non-GAAP) (1)

$

140,110

$

137,766

$

141,514

$

277,875

$

271,809

Noninterest income (GAAP)

 

35,932

 

28,907

 

30,578

 

64,838

 

55,515

Total revenue (FTE) (non-GAAP) (1)

$

176,042

$

166,673

$

172,092

$

342,713

$

327,324

Efficiency ratio

 

59.35

%  

 

58.35

%  

 

62.43

%

 

58.86

%  

 

66.01

%

Operating efficiency ratio (FTE)(7)

 

56.00

%  

 

54.74

%  

 

52.46

%

 

55.39

%  

 

53.24

%


As of & For Three Months Ended

 

As of & For Six Months Ended

  

06/30/20

   

03/31/20

  

06/30/19

  

06/30/20

  

06/30/19

 

(unaudited)

(unaudited)

(unaudited)

 

(unaudited)

(unaudited)

 

Operating ROTCE (2)(3)

 

  

 

  

 

  

 

  

 

  

Net operating earnings available to common shareholders (non-GAAP)

$

30,709

$

7,089

$

57,089

$

37,798

$

107,607

Plus: Amortization of intangibles, tax effected

 

3,336

 

3,477

 

3,900

 

6,813

 

7,232

Net operating earnings available to common shareholders before amortization of intangibles (non-GAAP)

$

34,045

$

10,566

$

60,989

$

44,611

$

114,839

Average tangible common equity (non-GAAP)

$

1,446,948

$

1,478,803

$

1,475,028

$

1,462,875

$

1,404,929

Operating return on average tangible common equity (non-GAAP)

 

9.46

%  

 

2.87

%  

 

16.58

%

 

6.13

%  

 

16.48

%

Pre-tax pre-provision earnings (8)

Net income (GAAP)

$

30,709

$

7,089

$

48,823

$

37,798

$

84,453

Plus: Provision for credit losses

34,200

60,196

5,300

94,396

9,092

Plus: Income tax expense

5,514

985

9,356

6,498

15,606

Plus: Merger and rebranding-related costs

10,383

28,913

Pre-tax pre-provision earnings (non-GAAP)

$

70,423

$

68,270

$

73,862

$

138,692

$

138,064

Paycheck Protection Program adjustment impact (9)

Loans held for investment (net of deferred fees and costs)(GAAP)

$

14,308,646

$

12,768,841

$

12,220,514

$

14,308,646

$

12,220,514

Less: PPP adjustments

1,598,718

1,598,718

Loans held for investment (net of deferred fees and costs),net adjustments, excluding PPP (non-GAAP)

$

12,709,928

$

12,768,841

$

12,220,514

$

12,709,928

$

12,220,514

Average loans held for investment (GAAP)

$

13,957,711

$

12,593,923

$

12,084,961

$

13,275,817

$

11,608,821

Less: Average PPP adjustments

1,273,883

1,273,883

Average loans held for investment, net adjustments, excluding PPP (non-GAAP)

$

12,683,828

$

12,593,923

$

12,084,961

$

12,001,934

$

11,608,821

Mortgage Origination Volume

 

  

 

  

 

  

 

  

 

  

Refinance Volume

$

163,737

$

68,382

$

27,870

$

232,120

$

39,839

Construction Volume

 

12,966

 

7,837

 

360

 

20,802

 

360

Purchase Volume

 

83,248

 

64,492

 

84,225

 

147,740

 

116,332

Total Mortgage loan originations

$

259,951

$

140,711

$

112,455

$

400,662

$

156,531

% of originations that are refinances

 

63.0

%  

 

48.6

%  

 

24.8

%

 

57.9

%  

 

25.5

%

Wealth

 

  

 

  

 

  

 

  

 

  

Assets under management ("AUM")

$

5,271,288

$

4,783,228

$

5,332,203

$

5,271,288

$

5,332,203

Other Data

 

  

 

  

 

  

 

  

 

  

End of period full-time employees

 

1,973

 

2,011

 

1,931

 

1,973

 

1,931

Number of full-service branches

 

149

 

149

 

153

 

149

 

153

Number of full automatic transaction machines ("ATMs")

 

169

 

169

 

197

 

169

 

197


(1)These are non-GAAP financial measures. Net interest income (FTE) and total revenue (FTE), which are used in computing net interest margin (FTE) and operating efficiency ratio (FTE), respectively, 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 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 common equity is used in the calculation of certain profitability, capital, and per share ratios. The Company believes 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.
(3)These are non-GAAP financial measures. The Company believes that ROTCE is a meaningful supplement to GAAP financial measures and 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)These are non-GAAP financial measures. Operating measures exclude merger and rebranding-related costs unrelated to the Company’s normal operations. The Company believes these measures are useful to investors as they exclude certain costs resulting from acquisition activity and allow investors to more clearly see the combined economic results of the organization’s operations.
(5)All ratios at June 30, 2020 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed.
(6)Amounts are not directly comparable due to the Company’s adoption of CECL on January 1, 2020. Prior to January 1, 2020, nonaccrual and past due loan information excluded PCI-related loan balances. These balances also reflect the impact of the CARES Act and the joint supervisory guidance issued by five federal bank regulatory agencies and the Conference of State Bank Supervisors (updated April 7th) which provides relief for TDR designations and also provides guidance on past due reporting for modified loans.
(7)The operating efficiency ratio (FTE) excludes the amortization of intangible assets and merger-related costs. This measure is similar to the measure utilized by the Company when analyzing corporate performance and is also similar to the measure utilized for incentive compensation. The Company believes this measure is useful to investors as it excludes certain costs resulting from acquisition activity allowing for greater comparability with others in the industry and allowing investors to more clearly see the combined economic results of the organization’s operations.
(8)This is a non-GAAP financial measure. Pre-tax pre-provision earnings excludes the provision for credit losses, which can fluctuate significantly from period-to-period under the recently adopted CECL methodology, merger and rebranding-related costs unrelated to the Company’s normal operations, and income tax expense. The Company believes this measure is useful to investors as it excludes certain costs resulting from acquisition activity as well as the potentially volatile provision measure, and allows for greater comparability with others in the industry and for investors to more clearly see the combined economic results of the organization’s operations.

(9)These are non-GAAP financial measures. Paycheck Protection Program adjustment impact excludes the SBA guaranteed loans funded during the first half of 2020. The Company believes loans held for investment (net of deferred fees and costs), excluding PPP is useful to investors as it provides more clarity on the Company’s organic growth. The Company also believes that the related non-GAAP financial measures of past due loans still accruing interest as a percentage of total loans held for investment (net of deferred fees and costs), excluding PPP, are useful to investors as loans originated under the PPP carry an SBA guarantee. The Company believes that the ALLL as a percentage of loans held for investment (net of deferred fees and costs), excluding PPP, is useful to investors because of the size of the Company’s PPP originations and the impact of the embedded credit enhancement provided by the SBA guarantee.


ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

June 30,

March 31,

December 31,

June 30,

2020

2020

    

2019

    

2019

ASSETS

(unaudited)

(unaudited)

(audited)

(unaudited)

Cash and cash equivalents:

Cash and due from banks

$

202,947

$

197,521

$

163,050

$

171,441

Interest-bearing deposits in other banks

636,211

292,154

234,810

146,514

Federal funds sold

2,862

15,284

38,172

2,523

Total cash and cash equivalents

842,020

504,959

436,032

320,478

Securities available for sale, at fair value

2,019,164

1,972,903

1,945,445

1,999,494

Securities held to maturity, at carrying value

547,561

552,176

555,144

558,503

Restricted stock, at cost

105,832

130,227

130,848

145,859

Loans held for sale, at fair value

55,067

76,690

55,405

62,908

Loans held for investment, net of deferred fees and costs

14,308,646

12,768,841

12,610,936

12,220,514

Less allowance for loan and lease losses

169,977

141,043

42,294

42,463

Total loans held for investment, net

14,138,669

12,627,798

12,568,642

12,178,051

Premises and equipment, net

164,321

161,139

161,073

168,514

Goodwill

935,560

935,560

935,560

930,449

Amortizable intangibles, net

65,105

69,298

73,669

82,976

Bank owned life insurance

327,075

324,980

322,917

318,734

Other assets

551,943

491,646

378,255

393,418

Total assets

$

19,752,317

$

17,847,376

$

17,562,990

$

17,159,384

LIABILITIES

Noninterest-bearing demand deposits

$

4,345,960

$

3,067,573

$

2,970,139

$

3,014,896

Interest-bearing deposits

11,259,179

10,485,462

10,334,842

9,500,648

Total deposits

15,605,139

13,553,035

13,304,981

12,515,544

Securities sold under agreements to repurchase

77,216

56,781

66,053

70,870

Other short-term borrowings

380,000

370,200

618,050

Long-term borrowings

1,047,814

1,077,683

1,077,495

1,220,251

Other liabilities

403,922

354,427

231,159

222,374

Total liabilities

17,134,091

15,421,926

15,049,888

14,647,089

Commitments and contingencies

STOCKHOLDERS' EQUITY

Preferred stock, $10.00 par value

173

Common stock, $1.33 par value

104,126

104,086

105,827

108,560

Additional paid-in capital

1,911,985

1,743,429

1,790,305

1,862,716

Retained earnings

540,638

529,606

581,395

512,952

Accumulated other comprehensive income (loss)

61,304

48,329

35,575

28,067

Total stockholders' equity

2,618,226

2,425,450

2,513,102

2,512,295

Total liabilities and stockholders' equity

$

19,752,317

$

17,847,376

$

17,562,990

$

17,159,384

Common shares outstanding

78,713,056

78,710,448

80,001,185

82,086,736

Common shares authorized

200,000,000

200,000,000

200,000,000

200,000,000

Preferred shares outstanding

17,250

-

-

-

Preferred shares authorized

500,000

500,000

500,000

500,000


ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except share data)

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

June 30,

June 30,

2020

    

2020

    

2019

    

2020

    

2019

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Interest and dividend income:

Interest and fees on loans

$

143,234

$

151,127

$

158,838

$

294,361

$

302,952

Interest on deposits in other banks

155

862

544

1,017

1,017

Interest and dividends on securities:

Taxable

11,267

11,627

13,353

22,895

26,434

Nontaxable

8,211

7,709

8,390

15,920

16,374

Total interest and dividend income

162,867

171,325

181,125

334,193

346,777

Interest expense:

Interest on deposits

19,861

28,513

28,809

48,375

53,239

Interest on short-term borrowings

186

1,340

5,563

1,526

12,114

Interest on long-term borrowings

5,515

6,464

8,159

11,979

15,283

Total interest expense

25,562

36,317

42,531

61,880

80,636

Net interest income

137,305

135,008

138,594

272,313

266,141

Provision for credit losses

34,200

60,196

5,300

94,396

9,092

Net interest income after provision for credit losses

103,105

74,812

133,294

177,917

257,049

Noninterest income:

Service charges on deposit accounts

4,930

7,578

7,499

12,508

14,656

Other service charges, commissions and fees

1,354

1,624

1,702

2,978

3,367

Interchange fees

1,697

1,625

5,612

3,321

10,656

Fiduciary and asset management fees

5,515

5,984

5,698

11,499

10,752

Mortgage banking income

5,826

2,022

2,785

7,847

4,240

Gains (losses) on securities transactions

10,339

1,936

51

12,275

202

Bank owned life insurance income

2,027

2,049

2,075

4,076

4,129

Loan-related interest rate swap fees

5,484

3,948

3,716

9,432

5,176

Other operating income

(1,240)

2,141

1,440

902

2,337

Total noninterest income

35,932

28,907

30,578

64,838

55,515

Noninterest expenses:

Salaries and benefits

49,896

50,117

50,390

100,013

98,398

Occupancy expenses

7,224

7,133

7,534

14,357

14,935

Furniture and equipment expenses

3,406

3,741

3,542

7,147

6,938

Printing, postage, and supplies

999

1,290

1,252

2,289

2,494

Technology and data processing

6,454

6,169

5,739

12,623

11,415

Professional services

2,989

3,307

2,630

6,297

5,587

Marketing and advertising expense

2,043

2,739

2,908

4,782

5,291

FDIC assessment premiums and other insurance

2,907

2,861

2,601

5,768

5,239

Other taxes

4,120

4,120

4,044

8,240

7,808

Loan-related expenses

2,501

2,697

2,396

5,198

4,685

OREO and credit-related expenses

411

688

1,473

1,099

2,157

Amortization of intangible assets

4,223

4,401

4,937

8,624

9,154

Training and other personnel costs

876

1,571

1,477

2,446

2,621

Merger-related costs

6,371

24,493

Rebranding expense

4,012

4,420

Loss on debt extinguishment

10,306

10,306

Other expenses

4,459

4,811

4,302

9,270

6,700

Total noninterest expenses

102,814

95,645

105,608

198,459

212,335

Income from continuing operations before income taxes

36,223

8,074

58,264

44,296

100,229

Income tax expense

5,514

985

9,356

6,498

15,606

Income from continuing operations

$

30,709

$

7,089

$

48,908

$

37,798

$

84,623

Discontinued operations:

Income (loss) from operations of discontinued mortgage segment

$

$

$

(114)

$

$

(229)

Income tax expense (benefit)

(29)

(59)

Income (loss) on discontinued operations

(85)

(170)

Net income available to common shareholders

$

30,709

$

7,089

$

48,823

$

37,798

$

84,453

Basic earnings per common share

$

0.39

$

0.09

$

0.59

$

0.48

$

1.06

Diluted earnings per common share

$

0.39

$

0.09

$

0.59

$

0.48

$

1.06


AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS)

For the Quarter Ended

June 30, 2020

March 31, 2020

Average
Balance

    

Interest
Income /
Expense
(1)

    

Yield /
Rate 
(1)(2)

    

Average
Balance

    

Interest
Income /
Expense
(1)

    

Yield /
Rate 
(1)(2)

(unaudited)

(unaudited)

Assets:

Securities:

Taxable

$

1,626,426

$

11,267

2.79%

$

1,664,449

$

11,627

2.81%

Tax-exempt

1,022,541

10,394

4.09%

956,988

9,759

4.10%

Total securities

2,648,967

21,661

3.29%

2,621,437

21,386

3.28%

Loans, net (3) (4)

13,957,711

143,339

4.13%

12,593,923

151,313

4.83%

Other earning assets

499,454

672

0.54%

348,310

1,384

1.60%

Total earning assets

17,106,132

$

165,672

3.90%

15,563,670

$

174,083

4.50%

Allowance for credit losses

(150,868)

(90,141)

Total non-earning assets

2,201,974

2,086,392

Total assets

$

19,157,238

$

17,559,921

Liabilities and Stockholders' Equity:

Interest-bearing deposits:

Transaction and money market accounts

$

7,474,210

$

7,303

0.39%

$

6,933,345

$

14,521

0.84%

Regular savings

799,890

123

0.06%

732,574

157

0.09%

Time deposits (5)

2,667,268

12,435

1.88%

2,755,500

13,835

2.02%

Total interest-bearing deposits

10,941,368

19,861

0.73%

10,421,419

28,513

1.10%

Other borrowings (6)

1,344,994

5,701

1.70%

1,442,525

7,804

2.18%

Total interest-bearing liabilities

12,286,362

$

25,562

0.84%

11,863,944

$

36,317

1.23%

Noninterest-bearing liabilities:

Demand deposits

4,019,018

2,925,438

Other liabilities

361,889

284,893

Total liabilities

16,667,269

15,074,275

Stockholders' equity

2,489,969

2,485,646

Total liabilities and stockholders' equity

$

19,157,238

$

17,559,921

Net interest income

$

140,110

$

137,766

Interest rate spread

3.06%

3.27%

Cost of funds

0.61%

0.94%

Net interest margin

3.29%

3.56%


(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 actual, not rounded amounts in thousands, which appear above.
(3)Nonaccrual loans are included in average loans outstanding.
(4)Interest income on loans includes $6.4 million and $9.5 million for the three months ended June 30, 2020 and March 31, 2020, respectively, in accretion of the fair market value adjustments related to acquisitions.
(5)Interest expense on time deposits includes $34,000 and $50,000 for the three months ended June 30, 2020 and March 31, 2020, respectively, in accretion of the fair market value adjustments related to acquisitions.
(6)Interest expense on borrowings includes $140,000 and $138,000 for the three months ended June 30, 2020 and March 31, 2020, in amortization of the fair market value adjustments related to acquisitions.