Exhibit 99.1

Graphic

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

Executive Vice President / Chief Financial Officer

ATLANTIC UNION BANKSHARES REPORTS THIRD QUARTER RESULTS

Richmond, Va., October 22, 2020 – Atlantic Union Bankshares Corporation (the “Company” or “Atlantic Union”) (Nasdaq: AUB) today reported net income available to common shareholders of $58.3 million and diluted earnings per common share of $0.74 for its third quarter ended September 30, 2020. Pre-tax pre-provision operating earnings(1) were $78.6 million for the third quarter ended September 30, 2020.

Net income available to common shareholders was $96.1 million and diluted earnings per common share were $1.22 for the nine months ended September 30, 2020. Pre-tax pre-provision operating earnings (1) were $217.3 million for the nine months ended September 30, 2020.

“During the third quarter, Atlantic Union delivered strong financial results and continued to demonstrate the resilience, agility and innovation required to successfully navigate through the challenging economic, credit and interest rate headwinds of COVID-19,” said John C. Asbury, president and chief executive officer of Atlantic Union.

“Operating under the mantra of soundness, profitability and growth – in that order of priority - Atlantic Union continues to be in a strong financial position with ample liquidity and a well-fortified capital base. Our financial performance has and will continue to benefit from the decisive actions the Company has taken to reduce its expense run rate to more closely align with revenue growth pressures driven by the lower for longer interest rate environment. These expense reduction actions include the consolidation of 14 branches in September, or nearly 10% of our branch network.

Looking forward, we believe that Atlantic Union will emerge from the challenges of COVID-19 as a stronger company that is well positioned to generate sustainable, profitable growth and is committed to leveraging the Atlantic Union franchise to build long term value for our shareholders.”

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

During 2020, the Company participated 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 PPP loans, which totaled $1.7 billion with a recorded investment of $1.6 billion as of September 30, 2020, which included unamortized deferred fees of $32.6 million. The loans carry a 1% interest rate.

Expense Reduction Measures

During 2020, the Company undertook several actions, including the consolidation of 14 branches, which was completed in September 2020, to reduce expenses in light of the current and expected operating environment. These actions resulted in expenses during the third quarter of 2020 of approximately $2.6 million, primarily related to lease termination costs and real estate write-downs.


(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 third quarter of 2020, net interest income was $137.4 million, an increase from $137.3 million reported in the second quarter of 2020. Net interest income (FTE)(1) was $140.3 million in the third quarter of 2020, an increase of $172,000 from the second quarter of 2020. The third quarter net interest margin decreased 15 basis points to 3.08% from 3.23% in the previous quarter, while the net interest margin (FTE)(1) decreased 15 basis points to 3.14% from 3.29% during the same period. The decreases in the net interest margin and net interest margin (FTE) were principally due to a 31 basis point decrease in the yield on earning assets (FTE)(1) offset by a 16 basis point decrease in cost of funds. The decline in the Company’s earning asset yields was driven by lower loan accretion income, an increase in the earning asset mix of lower yielding investment securities and the impact of lower market interest rates. The cost of funds decline was driven by lower deposit costs and wholesale borrowing costs driven by lower interest rate environment and a favorable funding mix.

The Company’s net interest margin (FTE) includes the impact of acquisition accounting fair value adjustments. Net accretion related to acquisition accounting decreased $2.7 million from the prior quarter to $3.7 million for the quarter ended September 30, 2020. The second and third 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 quarter ended September 30, 2020

 

3,814

26

(167)

 

3,673

For the remaining three months of 2020 (estimated)

 

2,530

23

(187)

 

2,366

For the years ending (estimated):

 

  

 

  

 

  

 

  

2021

 

9,242

 

14

 

(807)

 

8,449

2022

 

7,449

 

(43)

 

(829)

 

6,577

2023

 

5,346

 

(32)

 

(852)

 

4,462

2024

 

4,334

 

(4)

 

(877)

 

3,453

2025

 

3,248

 

(1)

 

(900)

 

2,347

Thereafter

 

14,485

 

 

(9,873)

 

4,612

Total remaining acquisition accounting fair value adjustments at September 30, 2020

46,634

(43)

(14,325)

32,266

ASSET QUALITY

Overview

During the third quarter of 2020, the Company experienced a slight decrease in nonperforming assets (“NPAs”). Past due loan levels as a percentage of total loans held for investment at September 30, 2020 were higher than past due loan levels at June 30, 2020 and lower than past due loan levels at September 30, 2019. The increase in past due loan levels from June 30, 2020 was primarily within the 30-59 days past due category. Net charge-off levels and the provision for loan losses for the third quarter of 2020 decreased from the second 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) when the modification program was implemented are not considered TDRs.


(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


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 September 30, 2020 approximately $769.6 million remain under their modified terms, a decline of $831.3 million as compared to June 30, 2020. The majority of the Company’s modifications as of September 30, 2020 were in the commercial real estate portfolios.

Nonperforming Assets

At September 30, 2020, NPAs totaled $43.2 million, a decrease of $839,000 from June 30, 2020. NPAs as a percentage of total outstanding loans at September 30, 2020 were 0.30%, a decrease of 1 basis point from 0.31% at June 30, 2020.

Excluding the impact of the PPP loans(1), NPAs as a percentage of total outstanding loans were 0.34%, a decrease of 1 basis point from June 30, 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.

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

    

September 30, 

    

June 30, 

    

March 31, 

    

December 31, 

    

September 30, 

2020

2020

2020

2019

2019

Nonaccrual loans

$

39,023

$

39,624

$

44,022

$

28,232

$

30,032

Foreclosed properties

 

4,159

 

4,397

 

4,444

 

4,708

 

6,385

Total nonperforming assets

$

43,182

$

44,021

$

48,466

$

32,940

$

36,417

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

    

September 30, 

    

June 30, 

    

March 31, 

    

December 31, 

    

September 30, 

2020

2020

2020

2019

2019

Beginning Balance

$

39,624

$

44,022

$

28,232

$

30,032

$

27,462

Net customer payments

 

(2,803)

 

(6,524)

 

(3,451)

 

(5,741)

 

(3,612)

Additions

 

2,790

 

3,206

 

6,059

 

5,631

 

8,327

Impact of CECL adoption

14,381

Charge-offs

 

(588)

 

(1,088)

 

(1,199)

 

(1,690)

 

(884)

Loans returning to accruing status

 

 

8

 

 

 

(1,103)

Transfers to foreclosed property

 

 

 

 

 

(158)

Ending Balance

$

39,023

$

39,624

$

44,022

$

28,232

$

30,032

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

    

September 30, 

    

June 30, 

    

March 31, 

    

December 31, 

    

September 30, 

2020

2020

2020

2019

2019

Beginning Balance

$

4,397

$

4,444

$

4,708

$

6,385

$

6,506

Additions of foreclosed property

 

 

 

615

 

62

 

645

Valuation adjustments

 

 

 

(44)

 

(375)

 

(62)

Proceeds from sales

 

(254)

 

(55)

 

(854)

 

(1,442)

 

(737)

Gains (losses) from sales

 

16

 

8

 

19

 

78

 

33

Ending Balance

$

4,159

$

4,397

$

4,444

$

4,708

$

6,385


(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


Past Due Loans

Past due loans still accruing interest totaled $50.9 million or 0.35% of total loans held for investment at September 30, 2020, compared to $40.5 million or 0.28% of total loans held for investment at June 30, 2020, and $55.1 million or 0.45% of total loans held for investment at September 30, 2019. Excluding the impact of the PPP loans(1), past due loans still accruing interest were 0.40% of total loans held for investment at September 30, 2020, compared to 0.32% of total loans held for investment at June 30, 2020. The increase in past due loans in the third quarter of 2020 as compared to the second quarter was primarily within the 30-59 days past due category and due to increases in past due credit relationships within the owner occupied commercial real estate, commercial & industrial, and residential 1-4 family – consumer portfolios.

Of the total past due loans still accruing interest, $15.6 million or 0.11% of total loans held for investment were loans past due 90 days or more at September 30, 2020, compared to $19.3 million or 0.13% of total loans held for investment at June 30, 2020, and $12.0 million or 0.10% of total loans held for investment at September 30, 2019.

Net Charge-offs

For the third quarter of 2020, net charge-offs were $1.4 million, or 0.04% of total average loans on an annualized basis, compared to $3.3 million, or 0.09%, for the second quarter of 2020, and $7.7 million, or 0.25%, for the third quarter last year. Excluding the impact of the PPP loans(1), net charge-offs were 0.04% of total average loans on an annualized basis, compared to 0.10% for the second quarter of 2020. The majority of net charge-offs in the third quarter of 2020 were related to the third-party consumer loan portfolio.

Provision for Credit Losses

The provision for credit losses for the third quarter of 2020 was $6.6 million, a decrease of $27.6 million compared to the previous quarter and a decrease of $2.5 million compared to the same quarter in 2019. The provision for credit losses for the third quarter of 2020 consisted of $5.6 million in provision for loan losses and $1.0 million in provision for unfunded commitment.

Allowance for Credit Losses (“ACL”)

At September 30, 2020, the ACL was $186.1 million and included an allowance for loan and lease losses (“ALLL”) of $174.1 million and a reserve for unfunded commitments (“RUC”) of $12.0 million. The ACL increased $5.1 million from June 30, 2020, primarily due to the continued economic uncertainty related to COVID-19.

The ALLL increased $4.1 million and the RUC increased $1.0 million from June 30, 2020. The ALLL as a percentage of the total loan portfolio was 1.21% at September 30, 2020 and 1.19% at June 30, 2020. The ACL as percentage of total loans was 1.29% at September 30, 2020 and 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 2 basis points to 1.36% from the prior quarter and the ACL as a percentage of adjusted loans increased 4 basis points to 1.46% from the prior quarter. The ratio of the ALLL to nonaccrual loans was 446.2% at September 30, 2020, compared to 429.0% at June 30, 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 decreased $1.5 million to $34.4 million for the quarter ended September 30, 2020 from $35.9 million in the prior quarter primarily driven by a $10.3 million gain on sale of investment securities recorded during the second quarter and a decline of $2.3 million in loan-related interest rate swap income due to lower transaction volumes during the third quarter, which were significantly offset by increases in several other non-interest income categories. These positive offsets include an increase in mortgage banking income of $3.1 million primarily due to increased mortgage loan origination volumes due to the current low interest rate environment. In addition, in the third quarter of 2020, $1.7 million in unrealized gains were recognized related to equity method investments that experienced unrealized losses during the second quarter, bank owned life insurance income increased $1.4 million primarily related to death benefit proceeds received during the quarter, and service charges on deposit accounts increased $1.1 million primarily due to higher NSF and overdraft fees.


NONINTEREST EXPENSE

Noninterest expense decreased $9.6 million to $93.2 million for the quarter ended September 30, 2020 from $102.8 million in the prior quarter primarily driven by the recognition of approximately $10.3 million loss on debt extinguishment in the second quarter resulting from the prepayment of approximately $200.0 million in long-term FHLB advances. In addition, during the third quarter of 2020, there was a decline in the FDIC assessment of approximately $1.1 million due to the positive impact of PPP loans on the Company’s assessment rate. Noninterest expense also included approximately $2.6 million in costs related to the Company’s expense reduction plans, including the closure of 14 branches in September, approximately $639,000 in costs related to the Company’s response to COVID-19, and an increase in marketing expenses related to donations made by the Company to support organizations that fight the injustices of inequality and contribute to change in our communities.

INCOME TAXES

The effective tax rate for the three months ended September 30, 2020 was 15.3% compared to 15.2% for the three months ended June 30, 2020.

BALANCE SHEET

At September 30, 2020, total assets were $19.9 billion, an increase of $178.3 million, or approximately 3.6% (annualized), from June 30, 2020, and an increase of $2.5 billion, or approximately 14.3% from September 30, 2019. The increase in assets from the prior quarter was driven by an increase in the Company’s securities portfolio partially offset by a reduction in cash balances while growth from the prior year was primarily a result of both organic and PPP loan growth.

At September 30, 2020, loans held for investment (net of deferred fees and costs) were $14.4 billion, an increase of $74.6 million, or 2.1% (annualized), from June 30, 2020, while average loans increased $401.0 million, or 11.4% (annualized), from the prior quarter. Loans held for investment (net of deferred fees and costs) increased $2.1 billion, or 16.9% from September 30, 2019, while quarterly average loans increased $2.1 billion, or 17.3% from the prior year. Excluding the effects of the PPP(2), loans held for investment (net of deferred fees and costs) increased $475.6 million, or 3.9%, while quarterly average loans increased $480.2 million, or 3.9% from the prior year.

At September 30, 2020, total deposits were $15.6 billion, a slight decrease of $29.0 million, or approximately 0.7% (annualized), from June 30, 2020, while average deposits increased $620.1 million, or 16.5% (annualized), from the prior quarter. Deposits increased $2.5 billion, or 19.4% from September 30, 2019, while quarterly average deposits increased $2.8 billion, or 21.6% from the prior year. The increase in deposits from the prior year was primarily due to the impact of PPP loan related deposits and government stimulus.

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

    

September 30, 

    

June 30, 

    

September 30, 

 

2020

2020

2019

 

Common equity Tier 1 capital ratio (1)

 

10.04

%  

9.88

%  

10.48

%

Tier 1 capital ratio (1)

 

11.18

%  

11.03

%  

10.48

%

Total capital ratio (1)

 

13.92

%  

13.81

%  

12.93

%

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

 

8.82

%  

8.82

%  

8.94

%

Common equity to total assets

 

12.52

%  

12.41

%  

14.48

%

Tangible common equity to tangible assets (2)

 

7.91

%  

7.74

%  

9.23

%


(1)All ratios at September 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% 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 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 third quarter of 2020, the Company declared and paid cash dividends of $0.25 per common share, consistent with the second quarter of 2020 and the third quarter of 2019. During the third quarter of 2020, the Board also declared and paid a quarterly dividend on the outstanding shares of Series A Preferred Stock of $156.60 per share (equivalent to $0.39 per outstanding depositary share). 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 135 branches and approximately 155 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., and Dixon, Hubard, Feinour, & Brown, Inc., which provide investment advisory services; Middleburg Investment Services, LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.

THIRD QUARTER 2020 EARNINGS RELEASE CONFERENCE CALL

The Company will hold a conference call on Thursday, October 22, 2020 at 9:00 a.m. Eastern Time during which management will review the third 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 9936549. Management will conduct a listen-only webcast with accompanying slides, which can be found at: https://edge.media-server.com/mmc/p/s65vcnnd.

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 September 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, 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;
the effectiveness of expense reduction plans;
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 and increased competition relating to fintech;
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 resurgence of COVID-19 infections in connection with the seasonal flu, the impact of loosening or tightening of government 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 Nine Months Ended

    

09/30/20

    

06/30/20

    

09/30/19

 

09/30/20

09/30/19

Results of Operations

(unaudited)

(unaudited)

(unaudited)

 

(unaudited)

(unaudited)

Interest and dividend income

$

157,414

$

162,867

$

178,345

$

491,607

$

525,122

Interest expense

 

20,033

 

25,562

 

41,744

 

81,913

 

122,379

Net interest income

 

137,381

 

137,305

 

136,601

 

409,694

 

402,743

Provision for credit losses

 

6,558

 

34,200

 

9,100

 

100,954

 

18,192

Net interest income after provision for credit losses

 

130,823

 

103,105

 

127,501

 

308,740

 

384,551

Noninterest income

 

34,407

 

35,932

 

48,106

 

99,245

 

103,621

Noninterest expenses

 

93,222

 

102,814

 

111,687

 

291,681

 

324,022

Income before income taxes

 

72,008

 

36,223

 

63,920

 

116,304

 

164,150

Income tax expense

 

11,008

 

5,514

 

10,724

 

17,506

 

26,330

Income from continuing operations

 

61,000

 

30,709

 

53,196

 

98,798

 

137,820

Discontinued operations, net of tax

 

 

 

42

 

 

(128)

Net income

61,000

30,709

53,238

98,798

137,692

Dividends on preferred stock

2,691

2,691

Net income available to common shareholders

$

58,309

$

30,709

$

53,238

$

96,107

$

137,692

Interest earned on earning assets (FTE) (1)

$

160,315

$

165,672

$

181,149

$

500,069

$

533,590

Net interest income (FTE) (1)

 

140,282

 

140,110

 

139,405

 

418,156

 

411,211

Total revenue (FTE) (1)

174,689

176,042

187,511

517,401

514,832

Pre-tax pre-provision operating earnings (8)

78,566

70,423

76,630

217,258

214,695

Key Ratios

Earnings per common share, diluted

$

0.74

$

0.39

$

0.65

$

1.22

$

1.72

Return on average assets (ROA)

 

1.23

%  

 

0.64

%  

 

1.23

%

 

0.70

%  

 

1.11

%

Return on average equity (ROE)

 

9.16

%  

 

4.96

%  

 

8.35

%

 

5.19

%  

 

7.58

%

Efficiency ratio

 

54.27

%  

 

59.35

%  

 

60.47

%

 

57.31

%  

 

63.99

%

Net interest margin

 

3.08

%  

 

3.23

%  

 

3.57

%

 

3.26

%  

 

3.66

%

Net interest margin (FTE) (1)

 

3.14

%  

 

3.29

%  

 

3.64

%

 

3.32

%  

 

3.74

%

Yields on earning assets (FTE) (1)

 

3.59

%  

 

3.90

%  

 

4.73

%

 

3.97

%  

 

4.85

%

Cost of interest-bearing liabilities

 

0.64

%  

 

0.84

%  

 

1.45

%

 

0.90

%  

 

1.47

%

Cost of deposits

 

0.39

%  

 

0.53

%  

 

0.95

%

 

0.58

%  

 

0.92

%

Cost of funds

 

0.45

%  

 

0.61

%  

 

1.09

%

 

0.65

%  

 

1.11

%

Operating Measures (4)

Net operating earnings

$

61,000

$

30,709

$

56,057

$

98,798

$

163,665

Net operating earnings available to common shareholders

58,309

30,709

56,057

96,107

163,665

Operating earnings per share, diluted

$

0.74

$

0.39

$

0.69

$

1.22

$

2.04

Operating ROA

 

1.23

%  

 

0.64

%  

 

1.29

%

 

0.70

%  

 

1.32

%

Operating ROE

 

9.16

%  

 

4.96

%  

 

8.80

%

5.19

%  

 

9.01

%

Operating ROTCE (2) (3)

 

16.49

%  

 

9.46

%  

 

15.64

%

 

9.64

%  

 

16.18

%

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

 

51.04

%  

 

56.00

%  

 

55.12

%

 

53.92

%  

 

53.92

%

Per Share Data

Earnings per common share, basic

$

0.74

$

0.39

$

0.65

$

1.22

$

1.72

Earnings per common share, diluted

 

0.74

 

0.39

 

0.65

 

1.22

 

1.72

Cash dividends paid per common share

 

0.25

 

0.25

 

0.25

 

0.75

 

0.71

Market value per share

 

21.37

 

23.16

 

37.25

 

21.37

 

37.25

Book value per common share

 

31.86

 

31.32

 

31.29

 

31.86

 

31.29

Tangible book value per common share (2)

 

19.13

 

18.54

 

18.80

 

19.13

 

18.80

Price to earnings ratio, diluted

 

7.26

 

14.77

 

14.44

 

13.11

 

16.20

Price to book value per common share ratio

 

0.67

 

0.74

 

1.19

 

0.67

 

1.19

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

 

1.12

 

1.25

 

1.98

 

1.12

 

1.98

Weighted average common shares outstanding, basic

 

78,714,353

 

78,711,765

 

81,769,193

 

78,904,792

 

80,120,725

Weighted average common shares outstanding, diluted

 

78,725,346

 

78,722,690

 

81,832,868

 

78,921,108

 

80,183,113

Common shares outstanding at end of period

 

78,718,850

 

78,713,056

 

81,147,896

 

78,718,850

 

81,147,896


As of & For Three Months Ended

 

As of & For Nine Months Ended

    

09/30/20

    

06/30/20

    

09/30/19

 

09/30/20

09/30/19

 

Capital Ratios

(unaudited)

(unaudited)

(unaudited)

 

(unaudited)

(unaudited)

 

Common equity Tier 1 capital ratio (5)

 

10.04

%  

9.88

%  

10.48

%

10.04

%  

10.48

%

Tier 1 capital ratio (5)

 

11.18

%  

11.03

%  

10.48

%

11.18

%  

10.48

%

Total capital ratio (5)

 

13.92

%  

13.81

%  

12.93

%

13.92

%  

12.93

%

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

 

8.82

%  

8.82

%  

8.94

%

8.82

%  

8.94

%

Common equity to total assets

 

12.52

%  

12.41

%  

14.48

%

12.52

%  

14.48

%

Tangible common equity to tangible assets (2)

 

7.91

%  

7.74

%  

9.23

%

7.91

%  

9.23

%

Financial Condition

 

  

 

  

 

  

  

 

  

Assets

$

19,930,650

$

19,752,317

$

17,441,035

$

19,930,650

$

17,441,035

Loans held for investment

 

14,383,215

 

14,308,646

 

12,306,997

 

14,383,215

 

12,306,997

Securities

 

3,102,217

 

2,672,557

 

2,607,748

 

3,102,217

 

2,607,748

Earning Assets

 

17,885,975

 

17,680,876

 

15,365,753

 

17,885,975

 

15,365,753

Goodwill

 

935,560

 

935,560

 

929,815

 

935,560

 

929,815

Amortizable intangibles, net

 

61,068

 

65,105

 

78,241

 

61,068

 

78,241

Deposits

 

15,576,098

 

15,605,139

 

13,044,712

 

15,576,098

 

13,044,712

Borrowings

 

1,314,322

 

1,125,030

 

1,549,181

 

1,314,322

 

1,549,181

Stockholders' equity

 

2,660,885

 

2,618,226

 

2,525,031

 

2,660,885

 

2,525,031

Tangible common equity (2)

 

1,497,900

 

1,451,197

 

1,516,975

 

1,497,900

 

1,516,975

Loans held for investment, net of deferred fees and costs

 

  

 

  

 

  

 

  

 

  

Construction and land development

$

1,207,190

$

1,247,939

$

1,201,149

$

1,207,190

$

1,201,149

Commercial real estate - owner occupied

 

2,107,333

 

2,067,087

 

1,979,052

 

2,107,333

 

1,979,052

Commercial real estate - non-owner occupied

 

3,497,929

 

3,455,125

 

3,198,580

 

3,497,929

 

3,198,580

Multifamily real estate

 

731,582

 

717,719

 

659,946

 

731,582

 

659,946

Commercial & Industrial

 

3,536,249

 

3,555,971

 

2,058,133

 

3,536,249

 

2,058,133

Residential 1-4 Family - Commercial

 

696,944

 

715,384

 

721,185

 

696,944

 

721,185

Residential 1-4 Family - Consumer

 

830,144

 

841,051

 

913,245

 

830,144

 

913,245

Residential 1-4 Family - Revolving

 

618,320

 

627,765

 

660,963

 

618,320

 

660,963

Auto

 

387,417

 

380,053

 

328,456

 

387,417

 

328,456

Consumer

 

276,023

 

311,362

 

386,848

 

276,023

 

386,848

Other Commercial

 

494,084

 

389,190

 

199,440

 

494,084

 

199,440

Total loans held for investment

$

14,383,215

$

14,308,646

$

12,306,997

$

14,383,215

$

12,306,997

Deposits

 

  

 

  

 

  

 

  

 

  

NOW accounts

$

3,460,480

$

3,618,523

$

2,515,777

$

3,460,480

$

2,515,777

Money market accounts

 

4,269,696

 

4,158,325

 

3,737,426

 

4,269,696

 

3,737,426

Savings accounts

 

861,685

 

824,164

 

739,505

 

861,685

 

739,505

Time deposits of $250,000 and over

 

633,252

 

689,693

 

717,090

 

633,252

 

717,090

Other time deposits

1,930,320

1,968,474

2,179,740

1,930,320

2,179,740

Time deposits

 

2,563,572

 

2,658,167

 

2,896,830

 

2,563,572

 

2,896,830

Total interest-bearing deposits

$

11,155,433

$

11,259,179

$

9,889,538

$

11,155,433

$

9,889,538

Demand deposits

 

4,420,665

 

4,345,960

 

3,155,174

 

4,420,665

 

3,155,174

Total deposits

$

15,576,098

$

15,605,139

$

13,044,712

$

15,576,098

$

13,044,712

Averages

 

  

 

  

 

  

 

  

 

  

Assets

$

19,785,167

$

19,157,238

$

17,203,328

$

18,837,580

$

16,639,041

Loans held for investment

 

14,358,666

 

13,957,711

 

12,240,254

 

13,639,401

 

11,821,612

Loans held for sale

 

45,201

 

56,846

 

75,558

 

50,902

 

46,095

Securities

 

2,891,210

 

2,648,967

 

2,660,270

 

2,721,161

 

2,681,463

Earning assets

 

17,748,152

 

17,106,132

 

15,191,792

 

16,809,423

 

14,700,019

Deposits

 

15,580,469

 

14,960,386

 

12,812,211

 

14,632,709

 

12,250,199

Time deposits

 

2,579,991

 

2,667,268

 

2,769,574

 

2,667,267

 

2,554,058

Interest-bearing deposits

 

11,260,244

 

10,941,368

 

9,803,624

 

10,875,752

 

9,408,182

Borrowings

 

1,183,839

 

1,344,994

 

1,623,681

 

1,324,457

 

1,753,276

Interest-bearing liabilities

 

12,444,083

 

12,286,362

 

11,427,305

 

12,200,209

 

11,161,458

Stockholders' equity

 

2,648,777

 

2,489,969

 

2,528,435

 

2,541,856

 

2,429,912

Tangible common equity (2)

 

1,483,848

 

1,446,948

 

1,517,400

 

1,469,918

 

1,442,831


As of & For Three Months Ended

 

As of & For Nine Months Ended

    

09/30/20

    

06/30/20

    

09/30/19

 

09/30/20

09/30/19

 

Asset Quality

(unaudited)

(unaudited)

(unaudited)

 

(unaudited)

(unaudited)

 

Allowance for Credit Losses (ACL)

 

  

 

  

 

  

  

 

  

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

$

169,977

$

141,043

$

42,463

$

42,294

$

41,045

Add: Day 1 impact from adoption of CECL

47,484

Add: Recoveries

 

1,566

 

1,411

 

1,574

 

5,137

 

4,940

Less: Charge-offs

 

2,978

 

4,677

 

9,317

 

14,806

 

21,190

Add: Provision for loan losses

 

5,557

 

32,200

 

9,100

 

94,013

 

19,025

Ending balance, ALLL

$

174,122

$

169,977

$

43,820

$

174,122

$

43,820

Beginning balance, Reserve for unfunded commitment (RUC)

$

11,000

$

9,000

$

1,100

900

900

Add: Day 1 impact from adoption of CECL

4,160

Add: Impact of acquisition accounting

1,033

Add: Provision for unfunded commitments

1,000

2,000

6,940

(833)

Ending balance, RUC

$

12,000

$

11,000

$

1,100

12,000

1,100

Total ACL

$

186,122

$

180,977

$

44,920

$

186,122

$

44,920

ACL / total outstanding loans

1.29

%  

1.26

%  

0.36

%

1.29

%  

0.36

%

ACL / total adjusted loans(9)

1.46

%  

1.42

%  

0.36

%

1.46

%  

0.36

%

ALLL / total outstanding loans

 

1.21

%  

 

1.19

%  

 

0.36

%

 

1.21

%  

 

0.36

%

ALLL / total adjusted loans(9)

1.36

%  

1.34

%  

0.36

%  

1.36

%  

0.36

%  

Net charge-offs / total average loans

 

0.04

%  

 

0.09

%  

 

0.25

%

 

0.09

%  

 

0.18

%

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

0.04

%  

0.10

%  

0.25

%

0.11

%  

0.18

%

Provision for loan losses/ total average loans

 

0.15

%  

 

0.93

%  

 

0.29

%

 

0.92

%  

 

0.22

%

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

0.17

%  

1.02

%  

0.29

%

1.03

%  

0.22

%

`

Nonperforming Assets(6)

 

  

 

  

 

  

 

  

 

  

Construction and land development

$

3,520

$

3,977

$

7,785

$

3,520

$

7,785

Commercial real estate - owner occupied

 

9,267

 

8,924

 

5,684

 

9,267

 

5,684

Commercial real estate - non-owner occupied

 

1,992

 

1,877

 

381

 

1,992

 

381

Multifamily real estate

33

33

33

Commercial & Industrial

 

1,592

 

2,708

 

1,585

 

1,592

 

1,585

Residential 1-4 Family - Commercial

 

5,743

 

5,784

 

3,879

 

5,743

 

3,879

Residential 1-4 Family - Consumer

 

12,620

 

12,029

 

8,292

 

12,620

 

8,292

Residential 1-4 Family - Revolving

 

3,664

 

3,626

 

1,641

 

3,664

 

1,641

Auto

 

517

 

584

 

604

 

517

 

604

Consumer

75

81

84

75

84

Other Commercial

1

97

 

97

Nonaccrual loans

$

39,023

$

39,624

$

30,032

$

39,023

$

30,032

Foreclosed property

 

4,159

 

4,397

 

6,385

 

4,159

 

6,385

Total nonperforming assets (NPAs)

$

43,182

$

44,021

$

36,417

$

43,182

$

36,417

Construction and land development

$

93

$

473

$

171

$

93

$

171

Commercial real estate - owner occupied

 

1,726

 

7,851

 

2,571

 

1,726

 

2,571

Commercial real estate - non-owner occupied

168

878

36

168

36

Multifamily real estate

359

366

1,212

359

1,212

Commercial & Industrial

 

604

 

178

 

265

 

604

 

265

Residential 1-4 Family - Commercial

 

5,298

 

578

 

916

 

5,298

 

916

Residential 1-4 Family - Consumer

 

4,495

 

5,099

 

3,815

 

4,495

 

3,815

Residential 1-4 Family - Revolving

 

2,276

 

1,995

 

1,674

 

2,276

 

1,674

Auto

 

315

 

181

 

183

 

315

 

183

Consumer

 

327

 

1,157

 

1,163

 

327

 

1,163

Other Commercial

499

30

30

Loans ≥ 90 days and still accruing

$

15,661

$

19,255

$

12,036

$

15,661

$

12,036

Total NPAs and loans ≥ 90 days

$

58,843

$

63,276

$

48,453

$

58,843

$

48,453

NPAs / total outstanding loans

0.30

%  

 

0.31

%  

 

0.30

%

 

0.30

%  

 

0.30

%

NPAs / total adjusted loans(9)

0.34

%  

0.35

%  

0.30

%  

0.34

%  

0.30

%  

NPAs / total assets

 

0.22

%  

 

0.22

%  

 

0.21

%

 

0.22

%  

 

0.21

%

ALLL / nonaccrual loans

 

446.20

%  

 

428.97

%  

 

145.91

%

 

446.20

%  

 

145.91

%

ALLL/ nonperforming assets

 

403.23

%  

 

386.13

%  

 

120.33

%

 

403.23

%  

 

120.33

%

 

  

 

  

 

  

 

  

 

  


As of & For Three Months Ended

 

As of & For Nine Months Ended

    

09/30/20

    

06/30/20

    

09/30/19

 

09/30/20

09/30/19

 

Past Due Detail(6)

(unaudited)

(unaudited)

(unaudited)

 

(unaudited)

(unaudited)

 

Construction and land development

$

2,625

$

1,683

$

1,062

$

2,625

$

1,062

Commercial real estate - owner occupied

 

4,924

 

1,679

 

4,977

 

4,924

 

4,977

Commercial real estate - non-owner occupied

 

1,291

 

930

 

5,757

 

1,291

 

5,757

Multifamily real estate

 

 

 

107

 

 

107

Commercial & Industrial

 

4,322

 

1,602

 

2,079

 

4,322

 

2,079

Residential 1-4 Family - Commercial

 

1,236

 

480

 

1,842

 

1,236

 

1,842

Residential 1-4 Family - Consumer

 

2,998

 

1,229

 

1,527

 

2,998

 

1,527

Residential 1-4 Family - Revolving

 

2,669

 

1,924

 

4,965

 

2,669

 

4,965

Auto

 

1,513

 

1,176

 

1,787

 

1,513

 

1,787

Consumer

1,020

844

2,000

1,020

2,000

Other Commercial

613

456

579

613

579

Loans 30-59 days past due

$

23,211

$

12,003

$

26,682

$

23,211

$

26,682

Construction and land development

$

223

$

294

$

351

$

223

$

351

Commercial real estate - owner occupied

 

1,310

 

430

 

 

1,310

 

Commercial real estate - non-owner occupied

 

1,371

 

369

 

1,878

 

1,371

 

1,878

Multifamily real estate

164

164

Commercial & Industrial

 

1,448

 

296

 

1,946

 

1,448

 

1,946

Residential 1-4 Family - Commercial

 

937

 

2,105

 

3,081

 

937

 

3,081

Residential 1-4 Family - Consumer

 

3,976

 

3,817

 

5,182

 

3,976

 

5,182

Residential 1-4 Family - Revolving

 

1,141

 

1,048

 

1,747

 

1,141

 

1,747

Auto

 

453

 

290

 

407

 

453

 

407

Consumer

772

561

1,666

772

1,666

Other Commercial

427

9

427

 

9

Loans 60-89 days past due

$

12,058

$

9,210

$

16,431

$

12,058

$

16,431

Past Due and still accruing

$

50,930

$

40,468

$

55,149

$

50,930

$

55,149

Past Due and still accruing / total adjusted loans(9)

0.40

%  

0.32

%  

0.45

%  

0.40

%  

0.45

%  

Troubled Debt Restructurings

 

  

 

  

 

  

 

  

 

  

Performing

$

17,076

$

15,303

$

15,156

$

17,076

$

15,156

Nonperforming

 

7,045

 

5,042

 

3,582

 

7,045

 

3,582

Total troubled debt restructurings

$

24,121

$

20,345

$

18,738

$

24,121

$

18,738

Alternative Performance Measures (non-GAAP)

 

  

 

  

 

  

 

  

 

  

Net interest income (FTE)

 

  

 

  

 

  

 

  

 

  

Net interest income (GAAP)

$

137,381

$

137,305

$

136,601

$

409,694

$

402,743

FTE adjustment

 

2,901

 

2,805

 

2,804

 

8,462

 

8,468

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

$

140,282

$

140,110

$

139,405

$

418,156

$

411,211

Noninterest income (GAAP)

34,407

35,932

48,106

99,245

103,621

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

$

174,689

$

176,042

$

187,511

$

517,401

$

514,832

Average earning assets

$

17,748,152

$

17,106,132

$

15,191,792

$

16,809,423

$

14,700,019

Net interest margin

 

3.08

%  

 

3.23

%  

 

3.57

%

 

3.26

%  

 

3.66

%

Net interest margin (FTE) (1)

 

3.14

%  

 

3.29

%  

 

3.64

%

 

3.32

%  

 

3.74

%

Tangible Assets

 

  

 

  

 

  

 

  

 

  

Ending assets (GAAP)

$

19,930,650

$

19,752,317

$

17,441,035

$

19,930,650

$

17,441,035

Less: Ending goodwill

 

935,560

 

935,560

 

929,815

 

935,560

 

929,815

Less: Ending amortizable intangibles

 

61,068

 

65,105

 

78,241

 

61,068

 

78,241

Ending tangible assets (non-GAAP)

$

18,934,022

$

18,751,652

$

16,432,979

$

18,934,022

$

16,432,979

Tangible Common Equity (2)

 

  

 

  

 

  

 

  

 

  

Ending equity (GAAP)

$

2,660,885

$

2,618,226

$

2,525,031

$

2,660,885

$

2,525,031

Less: Ending goodwill

 

935,560

 

935,560

 

929,815

 

935,560

 

929,815

Less: Ending amortizable intangibles

 

61,068

 

65,105

 

78,241

 

61,068

 

78,241

Less: Perpetual preferred stock

166,357

166,364

166,357

Ending tangible common equity (non-GAAP)

$

1,497,900

$

1,451,197

$

1,516,975

$

1,497,900

$

1,516,975

Average equity (GAAP)

$

2,648,777

$

2,489,969

$

2,528,435

$

2,541,856

$

2,429,912

Less: Average goodwill

 

935,560

 

935,560

 

930,525

 

935,560

 

906,476

Less: Average amortizable intangibles

 

63,016

 

67,136

 

80,510

 

67,130

 

80,605

Less: Average perpetual preferred stock

166,353

40,325

-

69,248

-

Average tangible common equity (non-GAAP)

$

1,483,848

$

1,446,948

$

1,517,400

$

1,469,918

$

1,442,831


As of & For Three Months Ended

 

As of & For Nine Months Ended

  

09/30/20

   

06/30/20

  

09/30/19

  

09/30/20

  

09/30/19

 

(unaudited)

(unaudited)

(unaudited)

 

(unaudited)

(unaudited)

 

Operating Measures (4)

 

  

 

  

 

  

 

  

 

  

Net income (GAAP)

$

61,000

$

30,709

$

53,238

$

98,798

$

137,692

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

 

 

2,819

 

 

25,973

Net operating earnings (non-GAAP)

61,000

30,709

56,057

98,798

163,665

Less: Dividends on preferred stock

2,691

2,691

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

$

58,309

$

30,709

$

56,057

$

96,107

$

163,665

Noninterest expense (GAAP)

$

93,222

$

102,814

$

111,687

$

291,681

$

324,022

Less: Merger Related Costs

 

 

 

2,435

 

 

26,928

Less: Rebranding Costs

1,133

5,553

Less: Amortization of intangible assets

 

4,053

 

4,223

 

4,764

 

12,676

 

13,919

Operating noninterest expense (non-GAAP)

$

89,169

$

98,591

$

103,355

$

279,005

$

277,622

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

$

140,282

$

140,110

$

139,405

$

418,156

$

411,211

Noninterest income (GAAP)

 

34,407

 

35,932

 

48,106

 

99,245

 

103,621

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

$

174,689

$

176,042

$

187,511

$

517,401

$

514,832

Efficiency ratio

 

54.27

%  

 

59.35

%  

 

60.47

%

 

57.31

%  

 

63.99

%

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

 

51.04

%  

 

56.00

%  

 

55.12

%

 

53.92

%  

 

53.92

%

Operating ROTCE (2)(3)(4)

 

  

 

  

 

  

 

  

 

  

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

$

58,309

$

30,709

$

56,057

$

96,107

$

163,665

Plus: Amortization of intangibles, tax effected

 

3,202

 

3,336

 

3,764

 

10,014

 

10,996

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

$

61,511

$

34,045

$

59,821

$

106,121

$

174,661

Average tangible common equity (non-GAAP)

$

1,483,848

$

1,446,948

$

1,517,400

$

1,469,918

$

1,442,831

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

 

16.49

%  

 

9.46

%  

 

15.64

%

 

9.64

%  

 

16.18

%

Pre-tax pre-provision operating earnings (8)

Net income (GAAP)

$

61,000

$

30,709

$

53,238

$

98,798

$

137,692

Plus: Provision for credit losses

6,558

34,200

9,100

100,954

18,192

Plus: Income tax expense

11,008

5,514

10,724

17,506

26,330

Plus: Merger and rebranding-related costs

3,568

32,481

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

$

78,566

$

70,423

$

76,630

$

217,258

$

214,695

Paycheck Protection Program adjustment impact (9)

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

$

14,383,215

$

14,308,646

$

12,306,997

$

14,383,215

$

12,306,997

Less: PPP adjustments

1,600,577

1,598,718

1,600,577

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

$

12,782,638

$

12,709,928

$

12,306,997

$

12,782,638

$

12,306,997

Average loans held for investment (GAAP)

$

14,358,666

$

13,957,711

$

12,240,254

$

13,639,401

$

11,821,612

Less: Average PPP adjustments

1,638,204

1,273,883

1,457,091

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

$

12,720,462

$

12,683,828

$

12,240,254

$

12,182,310

$

11,821,612

Mortgage Origination Volume

 

  

 

  

 

  

 

  

 

  

Refinance Volume

$

145,718

$

163,737

$

62,230

$

377,837

$

102,069

Construction Volume

 

6,448

 

12,966

 

3,915

 

27,251

 

4,275

Purchase Volume

 

130,185

 

83,248

 

78,113

 

277,925

 

194,445

Total Mortgage loan originations

$

282,351

$

259,951

$

144,258

$

683,013

$

300,789

% of originations that are refinances

 

51.6

%  

 

63.0

%  

 

43.1

%

 

55.3

%  

 

33.9

%

Wealth

 

  

 

  

 

  

 

  

 

  

Assets under management ("AUM")

$

5,455,268

$

5,271,288

$

5,451,796

$

5,455,268

$

5,451,796

Other Data

 

  

 

  

 

  

 

  

 

  

End of period full-time employees

 

1,883

 

1,973

 

1,946

 

1,883

 

1,946

Number of full-service branches

 

135

 

149

 

149

 

135

 

149

Number of full automatic transaction machines ("ATMs")

 

157

 

169

 

169

 

157

 

169


(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 September 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 March 22 Joint Guidance, 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. PPP 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)

September 30,

June 30,

December 31,

September 30,

2020

2020

    

2019

    

2019

ASSETS

(unaudited)

(unaudited)

(audited)

(unaudited)

Cash and cash equivalents:

Cash and due from banks

$

178,563

$

202,947

$

163,050

$

218,584

Interest-bearing deposits in other banks

335,111

636,211

234,810

370,673

Federal funds sold

7,292

2,862

38,172

2,663

Total cash and cash equivalents

520,966

842,020

436,032

591,920

Securities available for sale, at fair value

2,443,340

2,019,164

1,945,445

1,918,859

Securities held to maturity, at carrying value

546,661

547,561

555,144

556,579

Restricted stock, at cost

112,216

105,832

130,848

132,310

Loans held for sale, at fair value

52,607

55,067

55,405

72,208

Loans held for investment, net of deferred fees and costs

14,383,215

14,308,646

12,610,936

12,306,997

Less allowance for loan and lease losses

174,122

169,977

42,294

43,820

Total loans held for investment, net

14,209,093

14,138,669

12,568,642

12,263,177

Premises and equipment, net

156,934

164,321

161,073

168,122

Goodwill

935,560

935,560

935,560

929,815

Amortizable intangibles, net

61,068

65,105

73,669

78,241

Bank owned life insurance

325,538

327,075

322,917

320,779

Other assets

566,667

551,943

378,255

409,025

Total assets

$

19,930,650

$

19,752,317

$

17,562,990

$

17,441,035

LIABILITIES

Noninterest-bearing demand deposits

$

4,420,665

$

4,345,960

$

2,970,139

$

3,155,174

Interest-bearing deposits

11,155,433

11,259,179

10,334,842

9,889,538

Total deposits

15,576,098

15,605,139

13,304,981

13,044,712

Securities sold under agreements to repurchase

91,086

77,216

66,053

67,260

Other short-term borrowings

175,200

370,200

344,600

Long-term borrowings

1,048,036

1,047,814

1,077,495

1,137,321

Other liabilities

379,345

403,922

231,159

322,111

Total liabilities

17,269,765

17,134,091

15,049,888

14,916,004

Commitments and contingencies

STOCKHOLDERS' EQUITY

Preferred stock, $10.00 par value

173

173

Common stock, $1.33 par value

104,141

104,126

105,827

107,330

Additional paid-in capital

1,914,640

1,911,985

1,790,305

1,831,667

Retained earnings

579,269

540,638

581,395

545,665

Accumulated other comprehensive income (loss)

62,662

61,304

35,575

40,369

Total stockholders' equity

2,660,885

2,618,226

2,513,102

2,525,031

Total liabilities and stockholders' equity

$

19,930,650

$

19,752,317

$

17,562,990

$

17,441,035

Common shares outstanding

78,718,850

78,713,056

80,001,185

81,147,896

Common shares authorized

200,000,000

200,000,000

200,000,000

200,000,000

Preferred shares outstanding

17,250

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

Nine Months Ended

September 30,

June 30,

September 30,

September 30,

September 30,

2020

    

2020

    

2019

    

2020

    

2019

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Interest and dividend income:

Interest and fees on loans

$

138,402

$

143,234

$

156,651

$

432,763

$

459,603

Interest on deposits in other banks

137

155

1,030

1,154

2,047

Interest and dividends on securities:

Taxable

10,275

11,267

12,625

33,170

39,059

Nontaxable

8,600

8,211

8,039

24,520

24,413

Total interest and dividend income

157,414

162,867

178,345

491,607

525,122

Interest expense:

Interest on deposits

15,568

19,861

30,849

63,943

84,088

Interest on short-term borrowings

72

186

2,200

1,598

14,313

Interest on long-term borrowings

4,393

5,515

8,695

16,372

23,978

Total interest expense

20,033

25,562

41,744

81,913

122,379

Net interest income

137,381

137,305

136,601

409,694

402,743

Provision for credit losses

6,558

34,200

9,100

100,954

18,192

Net interest income after provision for credit losses

130,823

103,105

127,501

308,740

384,551

Noninterest income:

Service charges on deposit accounts

6,041

4,930

7,675

18,549

22,331

Other service charges, commissions and fees

1,621

1,354

1,513

4,600

4,879

Interchange fees

1,979

1,697

2,108

5,300

12,765

Fiduciary and asset management fees

6,045

5,515

6,082

17,543

16,834

Mortgage banking income

8,897

5,826

3,374

16,744

7,614

Gains on securities transactions

18

10,339

7,104

12,293

7,306

Bank owned life insurance income

3,421

2,027

2,062

7,498

6,191

Loan-related interest rate swap fees

3,170

5,484

5,480

12,602

10,656

Other operating income

3,215

(1,240)

12,708

4,116

15,045

Total noninterest income

34,407

35,932

48,106

99,245

103,621

Noninterest expenses:

Salaries and benefits

49,000

49,896

49,718

149,013

148,116

Occupancy expenses

7,441

7,224

7,493

21,798

22,427

Furniture and equipment expenses

3,895

3,406

3,719

11,042

10,656

Printing, postage, and supplies

904

999

1,268

3,194

3,763

Technology and data processing

6,564

6,454

5,787

19,187

17,203

Professional services

2,914

2,989

2,681

9,211

8,269

Marketing and advertising expense

2,631

2,043

2,600

7,413

7,891

FDIC assessment premiums and other insurance

1,811

2,907

381

7,578

5,620

Other taxes

4,124

4,120

3,971

12,364

11,779

Loan-related expenses

2,314

2,501

2,566

7,512

7,250

OREO and credit-related expenses

413

411

1,005

1,512

3,162

Amortization of intangible assets

4,053

4,223

4,764

12,676

13,919

Training and other personnel costs

746

876

1,618

3,192

4,240

Merger-related costs

2,435

26,928

Rebranding expense

1,133

5,553

Loss on debt extinguishment

10,306

16,397

10,306

16,397

Other expenses

6,412

4,459

4,151

15,683

10,849

Total noninterest expenses

93,222

102,814

111,687

291,681

324,022

Income from continuing operations before income taxes

72,008

36,223

63,920

116,304

164,150

Income tax expense

11,008

5,514

10,724

17,506

26,330

Income from continuing operations

$

61,000

$

30,709

$

53,196

$

98,798

$

137,820

Discontinued operations:

Income (loss) from operations of discontinued mortgage segment

$

$

$

56

$

$

(173)

Income tax expense (benefit)

14

(45)

Income (loss) on discontinued operations

42

(128)

Net income

61,000

30,709

53,238

98,798

137,692

Dividends on preferred stock

2,691

-

-

2,691

-

Net income available to common shareholders

$

58,309

$

30,709

$

53,238

$

96,107

$

137,692

Basic earnings per common share

$

0.74

$

0.39

$

0.65

$

1.22

$

1.72

Diluted earnings per common share

$

0.74

$

0.39

$

0.65

$

1.22

$

1.72


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

For the Quarter Ended

September 30, 2020

June 30, 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

$

1,738,033

$

10,275

2.35%

$

1,626,426

$

11,267

2.79%

Tax-exempt

1,153,177

10,886

3.76%

1,022,541

10,394

4.09%

Total securities

2,891,210

21,161

2.91%

2,648,967

21,661

3.29%

Loans, net (3) (4)

14,358,666

138,635

3.84%

13,957,711

143,339

4.13%

Other earning assets

498,276

519

0.41%

499,454

672

0.54%

Total earning assets

17,748,152

$

160,315

3.59%

17,106,132

$

165,672

3.90%

Allowance for credit losses

(174,171)

(150,868)

Total non-earning assets

2,211,186

2,201,974

Total assets

$

19,785,167

$

19,157,238

Liabilities and Stockholders' Equity:

Interest-bearing deposits:

Transaction and money market accounts

$

7,834,317

$

4,684

0.24%

$

7,474,210

$

7,303

0.39%

Regular savings

845,936

128

0.06%

799,890

123

0.06%

Time deposits (5)

2,579,991

10,756

1.66%

2,667,268

12,435

1.88%

Total interest-bearing deposits

11,260,244

15,568

0.55%

10,941,368

19,861

0.73%

Other borrowings (6)

1,183,839

4,465

1.50%

1,344,994

5,701

1.70%

Total interest-bearing liabilities

12,444,083

$

20,033

0.64%

12,286,362

$

25,562

0.84%

Noninterest-bearing liabilities:

Demand deposits

4,320,225

4,019,018

Other liabilities

372,082

361,889

Total liabilities

17,136,390

16,667,269

Stockholders' equity

2,648,777

2,489,969

Total liabilities and stockholders' equity

$

19,785,167

$

19,157,238

Net interest income

$

140,282

$

140,110

Interest rate spread

2.95%

3.06%

Cost of funds

0.45%

0.61%

Net interest margin

3.14%

3.29%


(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 $3.8 million and $6.4 million for the three months ended September 30, 2020 and June 30, 2020, respectively, in accretion of the fair market value adjustments related to acquisitions.
(5)Interest expense on time deposits includes $26,000 and $34,000 for the three months ended September 30, 2020 and June 30, 2020, respectively, in accretion of the fair market value adjustments related to acquisitions.
(6)Interest expense on borrowings includes $167,000 and $140,000 for the three months ended September 30, 2020 and June 30, 2020, in amortization of the fair market value adjustments related to acquisitions.