Atlantic Union Bankshares Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

SECURITIES

SECURITIES

3 Months Ended

Mar. 31, 2018

Investments, Debt and Equity Securities [Abstract]

Available for Sale

The amortized cost, gross unrealized gains and losses, and estimated fair values of securities available for sale as of March 31, 2018 and December 31, 2017 are summarized as follows (dollars in thousands):



	Amortized		Gross Unrealized					Estimated
	Cost		Gains		(Losses)			Fair Value
March 31, 2018
Obligations of states and political subdivisions	$	365,816	$	3,002	$	(4,179	)	$	364,639
Corporate bonds	122,903		1,175		(938		)	123,140
Mortgage-backed securities	767,366		1,807		(14,761		)	754,412
Other securities	11,120		—		(132		)	10,988
Total available for sale securities	$	1,267,205	$	5,984	$	(20,010	)	$	1,253,179

December 31, 2017
Obligations of states and political subdivisions	$	295,546	$	6,842	$	(564	)	$	301,824
Corporate bonds	113,625		1,131		(876		)	113,880
Mortgage-backed securities	552,431		2,596		(6,169		)	548,858
Other securities	9,737		—		(77		)	9,660
Total available for sale securities	$	971,339	$	10,569	$	(7,686	)	$	974,222

The following table shows the gross unrealized losses and fair value (dollars in thousands) of the Company’s available for sale securities with unrealized losses that are not deemed to be other-than-temporarily impaired as of March 31, 2018 and December 31, 2017. These are aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position.



	Less than 12 months					More than 12 months					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
March 31, 2018
Obligations of states and political subdivisions	$	150,366	$	(3,288	)	$	16,413	$	(891	)	$	166,779	$	(4,179	)
Mortgage-backed securities	531,141		(10,089		)	139,217		(4,672		)	670,358		(14,761		)
Corporate bonds and other securities	21,775		(156		)	37,591		(914		)	59,366		(1,070		)
Total available for sale securities	$	703,282	$	(13,533	)	$	193,221	$	(6,477	)	$	896,503	$	(20,010	)

December 31, 2017
Obligations of states and political subdivisions	$	25,790	$	(132	)	$	16,934	$	(432	)	$	42,724	$	(564	)
Mortgage-backed securities	298,439		(3,267		)	136,298		(2,902		)	434,737		(6,169		)
Corporate bonds and other securities	10,976		(99		)	44,408		(854		)	55,384		(953		)
Total available for sale securities	$	335,205	$	(3,498	)	$	197,640	$	(4,188	)	$	532,845	$	(7,686	)

As of March 31, 2018, there were $193.2 million, or 74 issues, of individual available for sale securities that had been in a continuous loss position for more than 12 months and had an aggregate unrealized loss of $6.5 million. As of December 31, 2017, there were $197.6 million, or 71 issues, of individual securities that had been in a continuous loss position for more than 12 months and had an aggregate unrealized loss of $4.2 million. The Company has determined that these securities are temporarily impaired at March 31, 2018 and December 31, 2017 for the reasons set out below:

Mortgage-backed securities. This category’s unrealized losses are primarily the result of interest rate fluctuations. Because the decline in market value is attributable to changes in interest rates and not credit quality, the Company does not intend to sell the investments, and it is not likely that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired. Also, the majority of the Company’s mortgage-backed securities are agency-backed securities, which have a government guarantee.

Obligations of state and political subdivisions. This category’s unrealized losses are primarily the result of interest rate fluctuations and also a certain few ratings downgrades brought about by the impact of the credit crisis on states and political subdivisions. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the cost basis of each investment. Because the Company does not intend to sell any of the investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell any of the investments before recovery of its amortized cost basis, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired.

Corporate bonds. The Company’s unrealized losses in corporate debt securities are related to both interest rate fluctuations and ratings downgrades for a limited number of securities. The majority of the securities remain investment grade and the Company’s analysis did not indicate the existence of a credit loss. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the cost basis of each investment. Because the Company does not intend to sell any of the investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell any of the investments before recovery of its amortized cost basis, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired.

The following table presents the amortized cost and estimated fair value of available for sale securities as of March 31, 2018 and December 31, 2017, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.



	March 31, 2018				December 31, 2017
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	30,048	$	30,097	$	25,179	$	25,326
Due after one year through five years	201,580		199,198		145,276		145,980
Due after five years through ten years	228,924		228,561		223,210		226,251
Due after ten years	806,653		795,323		577,674		576,665
Total securities available for sale	$	1,267,205	$	1,253,179	$	971,339	$	974,222

For information regarding the estimated fair value of available for sale securities which were pledged to secure public deposits, repurchase agreements, and for other purposes as permitted or required by law as of March 31, 2018 and December 31, 2017, see Note 7 “Commitments and Contingencies.”

Held to Maturity

The Company reports securities held to maturity on the Consolidated Balance Sheets at carrying value. Carrying value is amortized cost which includes any unamortized unrealized gains and losses recognized in accumulated other comprehensive income prior to reclassifying the securities from securities available for sale to securities held to maturity. Investment securities transferred into the held to maturity category from the available for sale category are recorded at fair value at the date of transfer. The unrealized holding gain or loss at the date of transfer is retained in accumulated other comprehensive income and in the carrying value of the securities held to maturity. Such unrealized gains or losses are accreted over the remaining life of the security with no impact on future net income.

The carrying value, gross unrealized gains and losses, and estimated fair values of securities held to maturity as of March 31, 2018 and December 31, 2017 are summarized as follows (dollars in thousands):



	Carrying		Gross Unrealized					Estimated
	Value ⁽¹⁾		Gains		(Losses)			Fair Value
March 31, 2018
Obligations of states and political subdivisions	$	198,733	$	1,540	$	(369	)	$	199,904

December 31, 2017
Obligations of states and political subdivisions	$	199,639	$	4,014	$	(170	)	$	203,483

(1) The carrying value includes $3.2 million as of March 31, 2018 and $3.6 million as of December 31, 2017 of net unrealized gains present at the time of transfer from available for sale securities, net of any accretion.

The following table shows the gross unrealized losses and fair value (dollars in thousands) of the Company’s held to maturity securities with unrealized losses that are not deemed to be other-than-temporarily impaired as of March 31, 2018 and December 31, 2017. These are aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position.



	Less than 12 months					More than 12 months					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
March 31, 2018
Obligations of states and political subdivisions	$	57,691	$	(302	)	$	2,629	$	(67	)	$	60,320	$	(369	)

December 31, 2017
Obligations of states and political subdivisions	$	18,896	$	(139	)	$	1,084	$	(31	)	$	19,980	$	(170	)

As of March 31, 2018, there was $2.6 million, or four issues, of individual held to maturity securities that had been in a continuous loss position for more than 12 months and had an aggregate unrealized loss of $67,000. As of December 31, 2017, there was $1.1 million, or two issues, of individual held to maturity securities that had been in a continuous loss position for more than 12 months and had an aggregate unrealized loss of $31,000. These securities are municipal bonds with minimal credit exposure. For this reason, the Company has determined that these securities in a loss position were temporarily impaired as of March 31, 2018 and December 31, 2017. Because the Company does not intend to sell these investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired.

The following table presents the amortized cost and estimated fair value of held to maturity securities as of March 31, 2018 and December 31, 2017, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.



	March 31, 2018				December 31, 2017
	Carrying Value ⁽¹⁾		Estimated Fair Value		Carrying Value ⁽¹⁾		Estimated Fair Value
Due in one year or less	$	6,764	$	6,780	$	3,221	$	3,230
Due after one year through five years	48,016		48,265		44,289		44,601
Due after five years through ten years	78,816		79,099		79,114		80,532
Due after ten years	65,137		65,760		73,015		75,120
Total securities held to maturity	$	198,733	$	199,904	$	199,639	$	203,483

For information regarding the estimated fair value of held to maturity securities which were pledged to secure public deposits as permitted or required by law as of March 31, 2018 and December 31, 2017, see Note 7 “Commitments and Contingencies.”

Restricted Stock, at cost

Due to restrictions placed upon the Bank’s common stock investment in the Federal Reserve Bank and FHLB, these securities have been classified as restricted equity securities and carried at cost. These restricted securities are not subject to the investment security classifications and are included as a separate line item on the Company’s Consolidated Balance Sheets. At March 31, 2018 and December 31, 2017, the FHLB required the Bank to maintain stock in an amount equal to 4.25% of outstanding borrowings and a specific percentage of the Bank’s total assets. The Federal Reserve Bank required the Bank to maintain stock with a par value equal to 6% of the Bank's outstanding capital at both March 31, 2018 and December 31, 2017. Restricted equity securities consist of Federal Reserve Bank stock in the amount of $42.0 million and $27.6 million for March 31, 2018 and December 31, 2017 and FHLB stock in the amount of $63.2 million and $47.7 million as of March 31, 2018 and December 31, 2017, respectively.

Other-Than-Temporary-Impairment

During each quarter, the Company conducts an assessment of the securities portfolio for OTTI consideration. The assessment considers factors such as external credit ratings, delinquency coverage ratios, market price, management’s judgment, expectations of future performance, and relevant industry research and analysis. An impairment is other-than-temporary if any of the following conditions exist: the entity intends to sell the security; it is more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis; or the entity does not expect to recover the security’s entire amortized cost basis (even if the entity does not intend to sell). If a credit loss exists, but an entity does not intend to sell the impaired debt security and is not more likely than not to be required to sell before recovery, the impairment is other-than-temporary and should be separated into a credit portion to be recognized in earnings and the remaining amount relating to all other factors recognized as other comprehensive loss. Based on the assessment for the three months ended March 31, 2018, and in accordance with accounting guidance, no OTTI was recognized.

Realized Gains and Losses

The following table presents the gross realized gains and losses on and the proceeds from the sale of securities during the three months ended March 31, 2018 and 2017 (dollars in thousands).



	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Realized gains (losses):
Gross realized gains	$	697		$	481
Gross realized losses	(484		)	—
Net realized gains	$	213		$	481

Proceeds from sales of securities	$	115,850		$	21,306