AUB - NASDAQ

Good day and thank you for standing by. Welcome to Atlantic Union Bankshares' Second Quarter 2024 Earnings Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Bill Cimino, Senior Vice President, Investor Relations. Please go ahead.

Thank you, Gigi and good morning, everyone. I have Atlantic Union Bankshares' President and CEO, John Asbury; and Executive Vice President and CFO, Rob Gorman with me today. We also have other members of our executive management team with us for the question-and-answer period. Please note that today's earnings release and the accompanying slide presentation we are going through on this webcast are available to download on our investor website, investors.atlanticunionbank.com. During today's call, we will comment on our financial performance using both GAAP metrics and non-GAAP financial measures. Important information about these non-GAAP financial measures, including reconciliations to comparable GAAP measures is included in the appendix to our slide presentation and in our earnings release for the second quarter of 2024. We will also make forward-looking statements on today's call, which are not statements of historical fact and are subject to risks and uncertainties. There can be no assurance that actual performance will not differ materially from any future expectations or results expressed or implied by these forward-looking statements. We undertake no obligation to publicly revise or update any forward-looking statement. Please refer to our earnings release and the slide presentation issued today and our other SEC filings for the further discussion of the Company's risk factors and other important information regarding our forward-looking statements, including factors that could cause actual results to differ from those expressed or implied in a forward-looking statement. All comments made during today's call are subject to that safe harbor statement. And at the end of the call, we will take questions from the research analyst community. I'll now turn the call over to John Asbury.

Thank you, Bill. Good morning, everyone, and thank you for joining us today. We were excited to close our merger with American National Bankshares on April 1, though it made for a noisy quarterly earnings release. We completed the core systems integration over the Memorial Day weekend and now operate as one brand across our footprint. We believe the combination benefits our customers and markets with an expanded and even more convenient network, enhanced product offerings and access to more capital. We also believe it benefits our teammates with expanded career opportunities, resources and capabilities. And finally, we believe it will benefit our shareholders by positioning us well to deliver differentiated financial performance. Strategically, we have increased our density and market power in Western Virginia and expanded our franchise into contiguous markets in Southern Virginia and in North Carolina. We believe there's a lot we can do with all of this. For example, the critical mass we now have in North Carolina serves as a new expansion platform with meaningful organic growth potential over time. I'll share more on the American National Bankshares combination later in my comments. I'd like to start these calls with a recap of our operating philosophy for those new to our story, and as a reminder for those who are already familiar with AUB. We operate our Company under a mantra of soundness, profitability and growth, and that order of priority, we make loans, we take deposits and provide fee based services all to our customers under our brand. We are a traditional, diversified bank that provides financing and services that help people, help businesses and help our communities. The model is straightforward and has stood the test of time. In our case, that would be 122 years. At nearly $25 billion in assets, we believe we are in a good-sized band, not too large and not too small. We are large enough and capable enough to be a challenger and an alternative to the big banks, but still small enough and responsive enough to compete against the smaller banks too, that we often have more capabilities than that. The operating environment remains challenging for banks of all sizes. However, in our case, we believe that the financial benefits of the American National merger are now coming into view. When you cut through the noise of the merger-related expenses this quarter, you can see the initial evidence of a boost to both net interest margin and bottom line profitability. Rob will comment on this and what we anticipate for the rest of the year during his section of our remarks. I'll now comment on macroeconomic conditions and other topics we are often asked about and then share a few thoughts on the eventful second quarter. Regarding the economic outlook for forecasting purposes, we remain cautious, although it appears a soft landing is increasingly plausible. This month's positive news on inflation leaves us more optimistic than last quarter that we may see at least one rate cut later this year. Regardless, the macroeconomic environment remains favorable in our footprint and we do not expect that to change in the near term. Our markets continue to appear healthy and our lending pipelines imply we should expect mid-single-digit annualized loan growth in the second half of 2024. Virginia's last reported unemployment rate dropped to 2.7% in June, and as usual, remains below the national average, which increased to 4.1% during the same period. North Carolina came in at 3.6% for the same period, better than the national average. I often point out that our home state of Virginia has traditionally been among the more economically stable and attractive in the country. With our increased presence in North Carolina, we believe we operate in two of the best states to do business in the United States. CNBC's annual best states for business ranking released this month, ranked Virginia number 1 and North Carolina number 2. Last year, North Carolina was ranked number one and Virginia was number two. This is the sixth time, CNBC has ranked Virginia the Top State for Business, the most of any state since the rankings began on 2007. This is also Virginia's third win in the past five years, following first place results in 2019 and 2021. Of note, this year, the categories of economy, workforce and infrastructure were given the most weight in the study. These are good proof points of why we are optimistic about the economy and growth potential on our primary markets. For the past few quarters, among the more frequent questions we receive are the credit outlook for non-under-occupied office exposure and to a lesser extent multifamily commercial real estate. There are additional disclosures on these loan categories in our supplemental slides as of quarter end, but our current perspective has not changed from the detailed comments I provided last quarter. To summarize, the non-owner-occupied office portfolio is a modest 4.8% of total loans and is performing well. While I expect we'll incur some challenges in it over time, we currently anticipate any such issues to be readily manageable, given the granularity and relative size of this portfolio. Regarding multifamily exposure, it's a modest 7.4% of the total loan portfolio, and its asset quality is among the best in the bank. We currently do not anticipate any material problems to develop at our current multifamily portfolio, and should any arise, we expect them to be readily manageable. We understand investors' general concerns about banks' office and multifamily exposure, but you can't paint all banks' credit exposure with the same broad brush. We're not all the same, our markets are not all the same, our underwriting is not all the same, and our borrowers are not all the same. You have to dig in to understand the characteristics of each bank, its credit culture, client selectivity, track record, portfolio and markets. Turning now to quarterly results. Here are a few financial highlights for the second quarter, and Rob will provide more detail on his section. Our quarterly and annual comparisons are not particularly meaningful with the inclusion of American National in this quarter's results, but we continue to be on a moderate growth path. At 91.7% at the end of the quarter, our loan-to-deposit ratio remains comfortably at the lower end of our preferred 90% to 95% range. Non-interest bearing deposits increased slightly to approximately 23% of total deposits from the prior quarter, and we believe it has stabilized around that level. Assuming we add the American National portfolio on March 31 instead of April 1, we saw pro forma annualized loan growth of approximately 3.9% during the second quarter, inclusive of the fair value marks on the American National loans. We continue to expect mid-single-digit annualized growth for loans held for investment during the rest of 2024. C&I align utilization this quarter was relatively flat with the prior quarter, but up from last year's second quarter. Loan production in the second quarter was weighted more heavily to existing clients than new bank clients, with around 60% of its existing clients. It also continued to favor C&I over commercial real estate, with about 65% of the production coming from C&I. We did see an increase in production and construction and land development from the prior quarter, which we view as a sign of relatively healthy CRE markets and our footprint. CRE payoffs increased slightly from the first quarter and from the same period in the prior year, which we also interpret as a sign that the commercial real estate market is still relatively healthy in our footprint. Credit remains stable, with net charge-offs of 4 basis points annualized during Q2, down from 13 basis points in the first quarter. All-in-all, credit remains a good story at AUB, but as I mentioned every quarter, we do not consider the negligible losses we have seen over the past few years to be sustainable. However, we see no evidence of an inflection point coming or having occurred. For forecasting purposes, we continue to expect between 10 basis points and 15 basis points of net charge-offs during 2024. Our net charge-offs are 8 basis points year-to-date at the end of the second quarter, and while we have not identified potential charge-offs in our portfolio that would cause us to reach that forecasted level by year end, we do recognize that idiosyncratic credit losses do happen. That was the case in the first quarter of 2024. It is normal and it is to be expected. Regardless, we remain confident and then pleased with our asset quality. As a reminder, asset quality was one of the hallmarks of American National Bankshares, consistent with our own existing credit risk profile. Turning now to our merger with American National. As mentioned, the transaction closed on April 1. We completed systems integration over the Memorial Day weekend and now operate as one team. This was hard work for all involved and I would like to thank our teammates who completed the task and are now transitioning toward business as usual. As we do with every integration, we incorporate best practices learned from our partner bank and we refine our merger playbook based on lessons learned for any future integration. We are bullish on the long-term opportunity to leverage on our new North Carolina markets as a growth platform and we intend to invest in them to drive organic growth over time. We have launched a commercial banking effort in the fast-growing Wilmington, North Carolina market with a key leadership hire and plan to build out our team there. We have added to our Raleigh team and added a dedicated equipment finance banker to serve North Carolina. Over time, we will further develop our C&I strategy in North Carolina, just as we have done in Virginia and in our specialty lines over the past nearly eight years. We are already seeing former American National commercial customers purchasing our treasury management and interest rate hedging products, demonstrating there is demand for these services. We are winning new business based on the good work done by our new teammates aided by AUB's additional capabilities and larger balance sheet. In the converted branches, we saw the rate of new account openings nearly double in the month following conversion from the prior two months, which is a good response from our customers to our value proposition. In sum, we are settling in with the recent merger. The work is not done, but it's well underway, starting to see the financial benefits of the combination and believe we are well positioned for the rest of 2024 and beyond. We continue to believe we are on a reasonable growth footing and as we have demonstrated in the past, we will not hesitate to take strategic actions to successfully navigate the challenges and capitalize on the opportunities before us in this uncertain environment. As has been the case for some time, we expect uncertainty to continue, especially given geopolitical events and the upcoming federal elections. But for the time being, we remain cautiously optimistic in our outlook. Now more than ever, Atlantic Union is a uniquely valuable franchise. It is dense, diversified and traditional. We are a full-service bank with a strong brand and deep client relationships and stable and attractive markets. I'll now turn the call over to Chief Financial Officer, Rob Gorman to cover the financial results for the quarter. Rob?

Well, thank you, John and good morning, everyone. I'd now like to take a few minutes to provide you with some details of Atlantic Union's financial results for the second quarter. Here are some key data points related to the American National acquisition that should be kept in mind as we review the second quarter results. The fair value of assets acquired totaled $2.9 billion and included total loans of $2.2 billion. The loan portfolio fair value mark discount was $164.6 million. The fair value of liabilities assumed totaled $2.7 billion and included total deposits of $2.6 billion. Core deposit intangibles and other intangibles acquired totaled $84.7 million and preliminary goodwill arising from the transaction totaled $282.3 million. Also, please note that for the most part, my commentary will focus on Atlantic Union's second quarter financial results on a non-GAAP adjusted operating basis, which excludes the pre-tax loss on the sale of securities of $6.5 million in the second quarter, the effect of $4.8 million valuation allowance for deferred taxes that was charged to income tax expense and the pre-tax merger related cost of $29.8 million in the second quarter associated with our merger with American National. Importantly, the non-GAAP adjusted operating results to be discussed have not been adjusted to exclude the $13.2 million negative pre-tax impact of the CECL initial provision for credit loss expense on purchase non-credit deteriorated or non-PCD loans acquired from American National, which represents the CECL double count of the non-PCD fair value credit mark and $1.4 million negative pre-tax impact of unfunded commitments acquired from American National. This equates to an impact of approximately $0.13 per common share. That said, in the second quarter, reported net income available to common shareholders was $22.2 million and earnings per common share were $0.25. Adjusted operating earnings available to common shareholders were $56.4 million or $0.63 per common share for the second quarter, resulting in an adjusted operating return on tangible common equity of 15.85%, and adjusted operating return on assets of 97 basis points and an adjusted operating efficiency ratio of 52.2% in the second quarter. Turning to credit loss reserves. At the end of the second quarter, the total allowance for credit losses was $175.7 million, which is an increase of approximately $23.9 million from the first quarter, primarily due to the addition of the American National acquired loans in the second quarter as well as organic loan growth during the quarter and continued uncertainty in the economic outlook on certain loan portfolios. The total allowance for credit losses as a percentage of total loans held for investment remained at 96 basis points at the end of the second quarter. The provision for credit losses of $21.8 million in the second quarter was up from $8.2 million in the prior quarter, primarily driven by the initial provision for credit losses on non-PCD loans and unfunded commitments acquired from American National of $14.6 million. This was partially offset by lower net charge-offs during the quarter. Net charge-offs decreased to $1.7 million, or 4 basis points annualized in the second quarter, from $4.9 million or 13 basis points annualized in the first quarter. Now turning pre-tax pre-provision components of the income statement for the second quarter, tax equivalent net interest income was $188.3 million, which was an increase of $36.8 million from the first quarter, primarily driven by the addition of American National acquired loans and deposits, merger-related net accretion interest income related to acquisition accounting, as well as organic loan growth. Second quarter's tax equivalent net interest margin was 3.46%, which was an increase of 27 basis points from the previous quarter, primarily driven by incremental net accretion of purchase accounting adjustments for loans, deposits and long-term borrowings. Earning asset yields for the second quarter increased 34 basis points to 5.96% compared to the first quarter of 2024, and the cost of funds increased by 7 basis points to 2.5% as compared to the prior quarter. The loan portfolio yield increased 31 basis points to 6.34% in the second quarter from 6.03% in the first quarter, primarily driven by incremental merger-related loan accretion income of $14.8 million, which added approximately 30 basis points in loan yields and 27 basis points to the net interest margin. Securities and other earning assets, yields increased in the second quarter added 5 basis points to the earning asset yield, primarily driven by the restructuring of American National's investment portfolio and fair value accounting adjustments arising from the acquisition. The 7 basis point increase in the second quarter's cost of funds to 2.5% was due primarily to the 7 basis points increase in the cost of deposits to 2.46%, which includes 2 basis points related to the impact of acquisition-related deposit amortization accounting, driven by funding mix shifts between time and broker deposits and have enough funding sources. Non-interest income decreased $1.8 million to $23.8 million for the second quarter from $25.6 million in the prior quarter, primarily driven by $6.5 million of pre-tax losses incurred on the sale of available - for sale securities as part of the Company's restructure of the American National securities portfolio, which was partially offset by increases in several non-interest income categories due to the full quarter impact of American National acquisition. Excluding the realized losses and gains in the securities portfolio, adjusted operating non-interest income actually increased $4.8 million from the first quarter to $30.3 million, primarily due to the impact of the American National acquisition, which is driving the majority of the increases in fiduciary and asset management fees, interchange fees, service charges on deposit accounts, loan-related interest rate swap fees, and other service charges. In addition to the acquisition impact, BOLI income increased $546,000 compared to the prior quarter, primarily driven by a $320,000 death benefit received in the second quarter, and mortgage banking income increased $326,000, driven by a seasonal increase in mortgage loan origination volumes. Reported non-interest expense increased $44.7 million to $150 million for the second quarter from the prior quarter, primarily driven by a $27.9 million increase in merger-related costs as well as other increases in non-interest expense due to the fourth quarter impact of the American National acquisition. Adjusted operating non-interest expense, which excludes merger-related costs in the first and second quarters, amortization of intangible assets in both quarters and the FDIC special assessment expense recorded in the first quarter increased $13.5 million to $114.2 million for the second quarter from $100.7 million in the prior quarter, primarily due to the impact of the American National acquisition, which drove the majority of increases in salaries and benefits, technology and data processing, occupancy expenses, and franchise and other taxes compared to the prior quarter. In addition to the acquisition impact, professional services expenses increased $1.3 million, which was primarily due to fees associated with various strategic projects, and marketing and advertising expense increased $665,000 compared to the prior quarter. The effective tax rate for the second quarter increased to 31.2% from 16.9% in the first quarter due to the establishment of a state income tax valuation allowance of $4.8 million in income taxes in the second quarter. As the company concluded, it is more than - more likely than not that the benefit for certain state net operating loss carryforwards will not be realized. At the end of June, loans held for investment, net of deferred fees and costs were $18.3 billion, an increase of $2.5 billion from the fourth - from the prior quarter, primarily driven by the merger with American National. On a pro forma basis, as if the American National balances were acquired on March 31, loans held for investment increased to $177.6 million, or approximately 3.9% annualized from the prior quarter, including the fair value of loans acquired from American National of $164.6 million. At the end of June, total deposits stood at $20 billion, an increase of $2.7 billion due to the increases in interest-bearing customer deposits and demand deposits, primarily related to the addition of American National acquired deposits, as well as increases in broker deposits. On a pro forma basis, as if the American National balance was acquired on March 31st, deposits increased to $136 million, or approximately 2.8% annualized from the prior quarter. Broker deposits were increased in the second quarter as we added medium-term broker deposits to take advantage of the inverted yield curve during the quarter and also issued short-term brokered CDs late in the quarter to manage quarter-end declines in certain large and more volatile commercial depositor accounts. At the end of the second quarter, Atlantic Union Bankshares and Atlantic Union Bank's regulatory capital ratios were comfortably above well-capitalized levels. In addition, on an adjusted basis, we remain well capitalized as of the end of the first quarter - at the end of the second quarter, if you include the negative impact of AOCI and held-to-maturity securities unrealized losses in the calculation of the regulatory capital ratios. During the second quarter, the Company paid a common stock dividend of $0.32 share, which was an increase of 6.7% from the previous year's second quarter dividend amount. As noted on Slide 13, we've updated our full year 2024 financial outlook for AUB and have also provided comments related to our fourth quarter run rate revenue and expense targets to highlight the financial benefits of the acquisition, assuming we fully achieve our 40% cost-saving goal on a run rate basis starting in the fourth quarter. Please note that the 2024 financial outlook includes preliminary estimates of purchase accounting adjustments that are subject to change. We expect loan balances to end the year between $18.5 billion and $19 billion, while year-end deposit balances are projected to be between $20 billion and $20.5 billion. Fully tax equivalent net interest income for the full year is projected to come in between $730 million and $740 million and we are targeting the fourth quarter fully tax equivalent net interest income run rate to fall between $195 million and $200 million. As a result, we are projecting that the full year fully tax equivalent net interest margin will fall in a range between 3.4% and 3.5% for the full year and are targeting between 3.55% and 3.60% in the fourth quarter, driven by our baseline assumption that the Federal Reserve bank will cut the Fed funds rate by 25 basis points twice in 2024 beginning in September. In addition, the fully tax equivalent net interest margin projection and target ranges include the impact of our estimate of net increase in income for the American National transaction, which are subject to change. On a full year basis, adjusted operating non-interest income expected to be between $115 million and $120 million, and we are targeting fourth quarter adjusted operating non-interest income run rate to fall between $30 million and $35 million. Adjusted operating non-interest expenses for the full year are now estimated to fall in the range of $445 million to $450 million, while the fourth quarter adjusted operating non-interest expense run rate, we are targeting expected to be between $110 million and $115 million, which assumes full achievement of our 40% merger-related cost savings on a run rate basis beginning in the fourth quarter. Based on these projections and fourth quarter run rate targets, we expect to produce financial returns that will place us within the top quartile of our peer group and meet our objective of delivering top-tier financial performance for our shareholders. In summary, Atlantic Union delivered solid operating financial results inclusive of American National in the second quarter, despite the challenging banking environment, we are effectively managing through. We remain confident that we will achieve the financial benefits of the combination with American National, assuming the cost savings are fully realized on a run rate basis starting in the fourth quarter. As a result, we believe we are well-positioned to continue to generate sustainable, profitable growth and to build long-term value for our shareholders in 2024 and beyond. Now, let me turn it over to Bill Cimino to take questions from our analysts.

Thank you, Rob and Gigi. We're ready for our first caller, please.

[Operator Instructions] Our first question comes from the line of Russell Gunther from Stephens Inc.

Good morning, Russell.

Hi, good morning, guys. I wanted to start on the margin, if we could, and if you could walk us through the glide path from this quarter's results to the fourth quarter guide of 3.55% to 3.60% and just kind of touch on, if you could, the purchase accounting assumptions within that, as well as core NIM trends and the repricing dynamics within the book. Thank you.

Yes, Russell, in terms of that, so we're projecting against as I just mentioned, 3.55% to 3.60% on the net interest margin in the fourth quarter. We're looking at between 25 basis points and 30 basis points of accretion income that - is in that estimate. We're also looking to expand our - take the accretion out of the equation, expanding our core net interest margin somewhat, as we said last quarter, between 3.20% and 3.30% is our estimate for core ex accretion income. And we think that's going to inch up for - over the third and fourth quarters, primarily driven by repricing of fixed rate loans into higher yields, as well as if we do get the cost saves associated or the rate reductions from the Fed, we expect that we can start bringing down our cost of deposits, which will be - so put those two together, you should see an expanding core margin through from today through the fourth quarter. On that front, on the deposit cost side, we've got about $2.3 billion of deposits that are indexed to Fed funds. So as soon as the Fed moves rates down, that'll be a tailwind for us on the cost of deposits. We've also got about $2 billion or so of what we call exception price deposits, where we've negotiated rates in the higher rate environment with various clients and customers. And as rates come down, we will ratchet those deposit costs down as well. So it's really between the repricing to fixed rate loan portfolio, also reinvesting cash flows out of securities portfolio to higher rates, and then a lot of it driven by what we expect from the lower deposit costs.

All right. Rob, thank you. And then just a quick follow-up in terms of, if you could quantify what the fixed repricing opportunity is in terms of maturities and the yield pickup you'd expect?

Yes. So, on the loan yield side, we're, you know, we're - the portfolio is about, call it 6%, a little over 6% on a core basis. We're putting on new loans and repricing loans in the 7.50% to 8% range. So call it a couple of 100 basis points of opportunity there. And our fixed rate portfolio in terms of repricing, we've got, it's about a three-year duration on the fixed rate portfolio. So between now and then, you're probably talking about, well, over a - on an annual basis, probably talking about $2.5 billion, that's repricing. So between now and year end, you call it a little over $1 billion dollars could be repriced.

Okay, super helpful. And then just switching gears for a moment onto expenses, hear you on 4Q, representing the full synergies of the deal. How are you thinking about what the '25 growth rate would be off of that maybe assumed to annualized result?

Yes. So looking forward, if you look at that run rate, we're probably in the 4%, call it 4% to 4.5% increase in expenses as we go forward. Obviously, we haven't gone through our full lending process. We'll be working hard to determine what that is, but we expect that we'll be making some investments, as John mentioned, in our new - in North Carolina and some other areas in terms of lifting out teams and things like that. So I would say about 4%, 4.5% is our target right now. Now, we obviously look to create operating leverage, revenue growth being higher than expense growth, and the outlook on revenue growth is probably in the high-single digits, maybe in the double digit. So we should be able to produce strong, positive operating leverage on a run rate basis.

Okay, great. Thanks, Rob. And then just last one for me, because you touched on it in terms of investments in the Carolina. If you guys could just provide an update in terms of building out, perhaps organically from here, that geography and the path forward in terms of related loan growth.

Yes, Russell, this is John. I'll start by saying we're thrilled with the American National team that is now a part of AUB. We like their backgrounds. We see a lot of opportunity, but we also see an opportunity to add to the team, particularly as we emphasize the commercial and industrial banking opportunity down there. David Ring, who leads all of our commercial-related businesses, which we call wholesale was on. Dave, do you have any thoughts that you'd like to share without tipping our hand too much in terms of North Carolina?

Sure, John. Can you hear me okay?

Yes.

Great. Yes, we do have several opportunities to invest in the market. American National had a really good presence in the triad and partly in the triangle part of North Carolina, but we see opportunities in the fastest growing markets there, which would be in the greater Wilmington, New Hanover County, that area. We also don't have much of a presence in the Charlotte area. So when you look at where American National is sitting, there are great opportunities at both ends of the barbell.

Yes. And I would say, we also have potential expansion opportunities in those existing markets too. So, Russell, we see North Carolina as a good, organic expansion opportunity over time.

I appreciate it, guys. Thank you for taking my questions.

Thank you, Russell.

Thanks, Russell.

And thanks, everyone for calling today. We appreciate your time, and we will talk with you next quarter. Have a good day.