Atlantic Union Bankshares Corporation

Ladies and gentlemen, thank you for standing by and welcome to the Atlantic Union Bank Shares third quarter 2019 earnings call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during this session, you will need to press star 1 on your telephone keypad. Please be advised that today's conference is being recorded. If you require further assistance, please press star 0. I would now like to hand the conference over to your speaker today, Bill Cimino. Thank you. Please go ahead, sir.

Thank you, Tiffany, and good morning, everyone. I have Atlantic Union Bank Shares 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 is available to download on our investor website, investors.bank at atlanticunionbank.com. During the call today, 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 our earnings release for the third quarter of 2019. Before I turn the call over to John, I would like to remind everyone that on today's call we will make forward-looking statements 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 results expressed or implied by these forward-looking statements. We undertake no obligation to publicly revise any forward-looking statement. Please refer to our earnings release for the third quarter of 2019 and our other SEC filings for 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. All comments made during today's call are subject to that safe harbor statement. At the end of the call, we will take questions from the research analyst community. And now I'll turn the call over to John Asbury. Thank you, Bill.

Thanks to all for joining us today, and welcome to our second conference call as the newly rebranded Atlantic Union Bank Shares Corporation. We remain pleased that our change in name, signage, and trading symbol has been uneventful, and in fact, we've received a surprising number of compliments about it. I'd like to express my gratitude to our marketing team for leading this very successful effort. I'd like to point out this month marks my three-year anniversary of having joined the company. What a difference I see three years in, and what an exciting transformation we have experienced and continue to experience. Our team checked off the boxes on the prior three-year strategic plan and recently approved a new one that I'll comment on later in my remarks. The current challenges we face in the interest rate environment notwithstanding, I've never been more optimistic, confident, and enthusiastic about the future of the company than now. Turning to current events, Atlantic Union followed its good first half of the year with a solid third quarter. You will recall our stating in prior comments that results would be noisy for the first three quarters of the year as we wind up the Access National Bank integration, rebranding, and a few other undertakings, and that has certainly proven to be the case. As you can see in the earnings release, we did have a number of one-time items in the third quarter and a charge-off of a long-term land development workout, all of which impacted our operating profitability metrics from the prior quarter. For purposes of clarity, Rob Gorman will walk you through nine recurring items in detail during his portion of the comments. But for now, I'll hit the highlights of the quarter. To start, we delivered strong deposit growth while loan growth was seasonally slow in the third quarter. Continue to build out the leadership team with the selection of a seasoned wealth management leader. We will have more detail about this hire in an upcoming official announcement. We also hired another seasoned leader, Allison Holt Fuller, into a new role as head of product management. Both have exemplary backgrounds and are important additions to the company's leadership. We rolled out our new three-year strategic plan to our teammates, and we consolidated four branches. As for operating metrics for the quarter, our operating return on tangible common equity was 15.64%, which is a 94 basis point decrease from the second quarter. Operating return on assets was 1.29%, down six basis points from the last quarter. And operating efficiency ratio was 55.12%, which is a 266 basis point increase from the prior quarter. Since last fall, we've communicated our financial targets on an annualized basis in the fourth quarter of 2019 of an operating ROTCE between 16 and 18%, an operating ROA between 1.4 and 1.6%, and an operating efficiency ratio at 50% or below. Clearly, we're facing headwinds from the current rate environment. At the beginning of the year, we expected there would be Fed Fund increases in 2019 and a steepening yield curve. The rate environment has shown to be worse than our expectations, and there has been a sustained inversion of the yield curve, which continues to negatively impact our net interest margin. Nevertheless, based on what we know today, we expect to be within the targeted ROTCE range in the fourth quarter of 2019 on an annualized basis. and our efficiency ratio should be near the 50% target for the fourth quarter as well. Achieving our ROA target, however, now looks like a 2021 event given our current interest rate modeling. Again, Rob will elaborate on this in his section. Loan growth was 3% annualized for the quarter, point to point, while average loans grew 5%. Q3 is predictably a seasonally slow loan growth quarter for us, further dampened by seasonal paydowns among our government contracting clients, due to the federal government's September 30 fiscal year end. We also saw the persistent trend of CRE paydowns remain at elevated levels. CNI line utilization during the quarter remained stable, while total commitments ticked up from the prior quarter. As a reminder, the access acquisition closed on February 1st, 2019. On a pro forma basis, as if the access balances were included for the full year, our year-to-date annualized loan growth is approximately 5% point-to-point, slightly below year-to-date expectations. Our loan pipelines are well-balanced. They remain strong and are higher than at this point last year. Based on everything we know at this time, we expect full-year 2019 loan growth to be around 6%. We do think we could outperform this end-of-third-quarter forecast, just as we did at this time last year, especially given our 14% annualized loan growth in last year's fourth quarter and the disruption of the pending BB&T SunTrust merger. However, we think it best to update our expectations based on where we are currently, and then we'll see what happens. Our deposit growth was a bright spot for the quarter, coming in strong at about 17% annualized. In the second quarter, we noted that we had experienced seasonal reductions in deposits from some larger relationships that we expected to return in the second half of the year, and they did. Encouragingly, though, our rebound in deposit growth was broadly based. Year-to-date, deposit growth of approximately 9% point-to-point is at the higher end of our upper single-digit growth guidance. Given the current strength, we continue to believe we'll be in our guidance range of high single-digit deposit growth for the year. Our loan-to-deposit ratio was around 94% at quarter end, which is slightly below our 95% target, and that's a good place to be. Turning to credit, our credit quality remains solid. The economy and our footprint is steady. Unemployment in Virginia ticked down to 2.8%, and we still do not see any evidence of systemic changes to our credit environment. Charge-offs did increase to 25 basis points annualized from 14 basis points in the prior quarter, totaling 18 basis points year-to-date. The increase was primarily from one long-running land development workout that incurred a $3.1 million charge-off during the quarter, accounting for about 40% of total charge-offs. This does not reflect any change in our credit environment, but was rather unique to the borrower whose personal circumstances caused him to negotiate an orderly sale of the property to another developer versus continue to build it out as he's been doing for a very long time. From our standpoint, we decided the best course of action was agree to the sale in bulk, eliminate the exposure, be done with it, versus take it into Oreo and attempt a better outcome. The transaction is expected to close in November. On the other hand, we also had an outsized loan recovery of $9.3 million from the Zunith acquired portfolio not reflected in net charge-offs as the loan was charged off prior to acquisition and therefore was accounted for under non-interest income. As we've seen in prior quarters, a big part of charge-offs, 40% in the third quarter, came from a third-party consumer loan portfolio. While it has served its intended purpose, this is not a strategic focus area and is being wound down over the next year. The remaining 20% of charge-offs for the quarter were well distributed among a handful of smaller borrowers, and we noted nothing out of the ordinary with them. As evidenced by this quarter, charge-offs are typically lumpy quarter to quarter, but we otherwise expect full year 2019 to look about like the past few years in terms of credit quality, barring some unexpected change in the macroeconomic environment. As I've said for nearly three years, I continue to believe that problem asset levels at Atlantic Union and across the industry remain below the long-term trend line. Eventually, we are going to see a return to more normalized credit losses, but we can't tell you when to expect that as we're not yet seeing any evidence of a systemic downturn. Moving away from quarterly results and looking ahead, as I mentioned earlier, we rolled out a new three-year strategic plan to our teammates during the quarter. Our plan is in keeping with how we like to operate Atlantic Union Bank, which is maintain forward progress, press our advantage where we can, and do what we say we're going to do. The new plan will deliver on four overarching objectives that we believe are essential to our future success. First, meet the changing needs of our customers. We must remain nimble and respond to the rapidly evolving business environment. We note with caution any number of formerly well-regarded businesses who took their eye off their customers, failed to respond to a changing environment, and found themselves obsolete. We want to avoid that outcome. Second, optimize, digitize, and automate processes. Our business processes need to be optimized, digitized, and automated in order to improve efficiency, responsiveness, and get things right every single time. This is a multi-year undertaking, but the work is underway now. Third, demonstrate organic growth. We've demonstrated we're a successful acquirer and integrator, but less obvious is the organic growth we've also achieved. We believe we have the platform, scale, markets and capabilities to demonstrate we can meet our objectives through organic growth. This doesn't mean we would not consider acquisitions over the next three years, but for the time being, the best investment for Atlantic Union Bank is Atlantic Union Bank itself. We have an ambitious initiatives agenda inside the company, and we need time without M&A distraction to focus and best position ourselves for growth and future success. And last but not least, at every turn, keep getting better. We have a great opportunity to build the premier mid-Atlantic regional bank, and we can't do that on a status quo footing. As the saying goes, the road to success is always under construction. I love the keep getting better mantra and think it fits nicely with our can-do attitude, and it defines who we have become and what we stand for. For those who know us and know our story, these objectives are a logical progression of what we've been working on for some time. Not surprisingly, our roadmap to achieving these outcomes is very familiar. There are priorities which remain unchanged, save one, and I'll give you a few updates on our priorities. First, diversify loan portfolio and revenue streams. We continue to make progress on our commercial banking effort, and the commercial loan categories of CNI and owner-occupied real estate are now one-third of our loan balances. To complement this effort, we are standing up an equipment finance team to close a competitive gap in our commercial offerings. This is something we've been exploring for about a year, and we first signaled at our Investor Day presentation last fall. The team is based in Atlanta. They've worked together for some time with a great track record, and they have backgrounds in the super-regional and large national banks. We'll leverage this new capability to take maximum advantage of opportunities across our mid-Atlantic footprint in addition to their independent originations. While it will take a few quarters for the team to get up to speed, we're excited to offer secured equipment finance to include leasing as a specialized commercial and industrial offering for our clients. They generally focus on equipment transaction sizes of $1 million and up. Next, grow core funding. As I mentioned earlier, our loan-to-deposit ratio is currently about 94%. We continue to believe we have opportunities to grow our deposit base and deepen our market share. In the latest FDIC depository market share data, Atlantic Union became what we believe to be the first Virginia bank ever to overtake one of the big four bank competitors in the Richmond MSA, eclipsing BB&T to take the number four position. The coming Truist merger will solidify this position as SunTrust is eliminated, managing to higher levels of performance. As mentioned, we're maintaining our top tier financial metric targets and will aim to stay in the top quartile of our peers by these measures. Next, strengthen digital capabilities. We've already implemented Zelle and Encino this year, which we view as table stakes technology improvements for consumer and commercial clients. On the Middleburg financial or wealth management side, we're in the early stages of adopting a new comprehensive wealth management platform, which will improve the client experience while making us more efficient and scalable. We're also working on a new digital account opening solution and have already simplified the mobile banking enrollment process by eliminating repetitive data entry. Next, make banking easier. We launched an improved digital service functionality for consumer customers, making it easier to update basic personal financial information. In the fourth quarter, we're piloting a project to have temporary instant debit card issuing in our branches. This will not only make banking easier, but it will give customers everything they need to immediately start using our services once opened. Last, we're replacing our priority of Integrate Access National Bank, which will check off at year end with a new priority, and that's capitalize on strategic opportunities. Who knows what the future holds, but as we stated in our strategy, we must be nimble and ready to react to the changing marketplace. The greatest market opportunity we're going to see at Atlantic Union Bank over the next few years is likely the pending combination of BB&T and SunTrust, so I'll give a few updates on where we stand with that. Year to date, we've hired 29 people from these companies in a variety of roles. Anecdotally, we're seeing more traction in the marketplace for Atlantic Union as the alternative bank of choice. As the not-too-large, not-too-small home team alternative, we believe we're well-positioned to take advantage of this disruption and are not simply waiting for this to come to us. We have an organized project team leading a multifaceted strategy focused on maximizing this opportunity. The team analyzed their branch network as well as the BB&T and SunTrust branch network to identify, categorize, and prioritize opportunities for Atlantic Union. We're expecting considerable truest branch closures outside of the required divestitures in our Virginia trade areas, and we want to be ready for the coming disruption. We are accelerating some investment in projects we had slated for 2020 into this year to close competitive gaps and capitalize on what we firmly believe will be a multiyear disruption at the single largest market share competitor operating in Virginia. I realize this has been a lengthy update, but I hope it provides insight into how we think and what we've been up to. In summary, Atlantic Union had another solid quarter. We're making steady progress against our strategic priorities and are positioned to continue to improve our already good financial performance despite the interest rate environment headwinds. We're pleased with the favorable market reception to our new Atlantic Union Bank brand. I remain highly confident in what the future holds for us and the potential we have to deliver long-term, sustainable performance for our customers, communities, teammates, and shareholders. And I'll close as I usually do by reiterating, The Atlantic Union is a uniquely valuable franchise. It's dense and it's compact, in great markets with a story unlike any other in our region. We've assembled the right scale, the right markets, and the right team to deliver high performance in a franchise that can no longer be replicated in Virginia. We have incremental growth opportunities in our North Carolina and Maryland operations, and what we believe will be a multi-year disruption with two of our largest competitors, causing us to believe we have everything we need to accomplish our objectives organically at the present time. I'll now turn the call over to Rob to cover the financial results for the quarter. Rob?

Thank you, John, and good morning, everyone. Thanks for joining us today. I'd now like to take a few minutes to provide you with some details of Atlantic Union's financial results for the third quarter. Please note that, for the most part, my commentary will focus on Atlantic Union's third quarter financial results on a non-GAAP operating basis which excludes $1.9 million in after-tax merger-related costs and $895,000 in after-tax rebranding-related costs. For clarity, I will specify which financial metrics are on a reported versus non-GAAP operating basis. In addition, where applicable, I will make reference to the company's financial results that are further adjusted for material strategic and atypical items which impacted the current quarter including actions taken to reposition the balance sheet for declining interest rates. These items include the following. The company received approximately $9.3 million in life insurance proceeds during the quarter related to a Zenith acquired loan that had been charged off prior to the company's acquisition of Zenith, which was recorded in other non-interest income. The company sold approximately $75 million of securities and recorded a gain on the sale of investments of approximately $7.1 million during the quarter. The company also paid off $140 million in long-term federal home loan bank advances and terminated related cash flow hedges, which resulted in debt extinguishment losses of approximately $16.4 million recorded in non-interest expense. The effective cost of these advances, including the hedge, was 5.8%. So by repaying these high-cost fixed-rate advances, we were able to improve the go-forward net interest margin by approximately four basis points and increase annual earnings by about $0.04 per share. In the third quarter, reported net income was $53.2 million, and earnings per share was $0.65, up approximately $4.5 million, or $0.06 from the second quarter. The reported return on equity was 8.35%. The reported return on assets was 1.23%, and the reported efficiency ratio was 60.47%. On a non-GAAP operating basis, which as noted excludes $2.8 million in after-tax merger-related and rebranding-related costs, consolidated net earnings for the second quarter were $56.1 million, or 69 cents per share, down from $57.1 million, or 70 cents per share in the prior quarter. The non-GAAP operating return on tangible common equity was 15.64 percent in the third quarter and was 16.18 percent on a year-to-date basis. The non-GAAP operating return on assets was 1.29 percent in the third quarter and was 1.32 percent on a year-to-date basis. The non-GAAP operating efficiency ratio was 55.12 percent in the third quarter and was 53.92 percent on a year-to-date basis. Of note, the third quarter operating efficiency ratio would have been approximately 430 basis points lower if adjusted for the strategic and atypical items referenced above. As John mentioned, we expect improvements to the operating financial metrics in the fourth quarter. As a reminder, we remain committed to achieving top-tier financial performance relative to our peers. Since last fall, we have been targeting the following operating financial metrics, an operating return on tangible common equity, within a range of 16 to 18 percent, an operating return on assets in the range of 1.4 to 1.6 percent, and an operating efficiency ratio of 50 percent or lower. We expect to be in the targeted range for return on tangible common equity in the fourth quarter of 2019 and on a full year basis in 2020. Due to the current low rate environment and expectations of further reductions in the Fed funds rate, we continue to project additional net interest margin compression in the next several quarters, which will delay achievement of the low end of the return on assets targeted range until 2021. In addition, due to additional net interest margin compression and its impact on net interest income, we are now projecting that the operating efficiency ratio will be range bound between 50% and 52% over the median term. Now turning to the major components of the income statement, Tax equivalent net interest income was $139.4 million, which was down $2.1 million from the second quarter, primarily due to lower levels of loan-related accretion income, which declined by $2.7 million from the prior quarter. Net accretion of purchase accounting adjustments for loans, time deposits, and long-term debt added 13 basis points to the net interest margin in the third quarter, which was down from the second quarter's 20 basis point impact again, primarily due to the reduced levels of loan-related accretion income. The current quarter's tax equivalent net interest margin was 3.64 percent, which is a decline of 14 basis points from the prior quarter. The decline in the tax equivalent net interest margin was principally due to a 19 basis point decrease in the yield on earning assets, partially offset by a five basis point decline in the cost of funds. The 19 basis point decrease in the quarter-to-quarter earning asset yield was primarily driven by a 21 basis point decline in the loan portfolio yield. The 21 basis point quarterly decline on the loan yield was driven by 10 basis points impact from the lower loan accretion income and lower loan yields of 11 basis points resulting from the impact of declines in market interest rates during the quarter, notably reductions in the one-month LIBOR rate and the prime rate. The quarterly five basis point decrease in the cost of funds to 109 basis points was primarily driven by a 32 basis point decline in wholesale borrowing costs and favorable changes in the overall funding mix between quarters, partially offset by higher deposit costs, which increased two basis points from the second quarter to 95 basis points. The material reduction in wholesale borrowing costs and the overall reduction in the cost of funds during the quarter resulted in part from the various management actions taken to reposition the balance sheet for declining interest rates that were executed in Q2 and Q3, including the repayment of high-cost federal home loan bank advances, as noted earlier. The provision for loan losses for the third quarter was 9.1 million, or 29 basis points on an annualized basis, an increase of $3.2 million, or nine basis points from the second quarter. The increase in loan loss provision from the previous quarter was primarily driven by higher levels of net charge-offs and loan growth. In the third quarter of 2019, net charge-offs were $7.7 million, or 25 basis points on an annualized basis, as compared to $4.3 million, or 14 basis points in the prior quarter. As in previous quarters, a significant amount of the net charge-offs came from non-relationship third-party consumer loans, which are in runoff mode. In addition, as John mentioned, we also charged off $3.1 million during the quarter related to a long-running land development workout loan. On a year-to-date basis from September 30th, net charge-offs were $16.3 million or 18 basis points. Non-interest income increased $17.5 million to $48.1 million for the third quarter from $30.6 million in the prior quarter. The increase in non-interest income was primarily driven by life insurance proceeds of approximately $9.3 million related to the Zenith acquired loan that had been charged off prior to the acquisition of Zenith, as well as a gain of approximately $7.1 million due to the sale of investment securities during the quarter. In addition, loan-related interest rate swap income increased $1.8 million due to increased transaction volumes resulting from the flat yield curve And mortgage banking income increased approximately $600,000 from the prior quarter due to increased levels of refinance loan volumes driven by the low mortgage interest rate environment. Partially offsetting these increases was a $3.1 million decline in debit card interchange income as a result of complying with the Durbin Amendment, which was effective for the company starting on July 1st of this year. Excluding merger-related costs and rebranding-related costs in both the second and third quarters of 2019, operating non-interest expense increased $13 million, or 14.3%, to $108.1 million when compared to the prior quarter. The increase in operating non-interest expense was primarily due to the $16.4 million debt distinguishment loss previously discussed. Factoring out this loss, operating non-interest expense would have been $91.7 million, which was down $3.5 million from the prior quarter. In addition, third quarter operating non-interest expense included approximately $309,000 in OREO valuation adjustments driven by updated appraisals received during the quarter, $275,000 in recruiting costs related to the new equipment finance team, and $1 million in support of a community development initiative. These expenses were offset by an FDIC small bank assessment premium expense credit of approximately $2.4 million that the company qualified for as the FDIC deposit insurance fund or gift reserve ratio exceeded 1.38% in the second quarter, which triggered the credit. We also expect to receive $1.3 million in additional FDIC credits in the fourth quarter. As a reminder, we closed four branches in September that would result in an annual run rate expense savings of approximately $1.2 million beginning in the fourth quarter. In addition, I'm pleased to note that we achieved our $25 million access-related merger cost savings target on a run rate basis at the end of the third quarter. Please note that we expect to incur approximately $1 million more in merger costs and an additional $1 million in rebranding costs in the fourth quarter. The effective tax rate for the third quarter was 16.8% compared to 16% in the second quarter. The increase in the effective tax rate as compared to the previous quarter was primarily due to the lower proportion of tax-exempt income to pre-tax income. For the full year, we still expect an effective tax rate in the range of 16 to 16.5%. Now turning to the balance sheet, period end total deposits stood at $17.4 billion at September 30th, which was an increase of $282 million from June 30th. At quarter end, loans held for investment were $12.3 billion, an increase of $86 million, or approximately 3% on an annualized basis. On a pro forma basis, as if the access acquisition had closed on January 1st instead of February 1st, year-to-date loan balances grew approximately 5% on an annualized basis through September 30th. Looking forward, as John mentioned, we now project loan growth of approximately 6% for the full year of 2019. At September 30th, total deposits stood at $13 billion, which is an increase of $529 billion. million were approximately 17 percent from the June 30th levels. On a pro forma basis, as if the acquisition had closed on January 1st instead of February 1st, deposit balances increased approximately 9 percent annualized in the first nine months of the year. Deposit balance growth was driven by increases in demand deposits, money market, and time deposit balances, partially offset by declines in interest checking account balances. Turning to credit quality, Non-performing assets totaled $36.4 million, or 30 basis points, as a percentage of total loans, an increase of $2.4 million, or two basis points, from the second quarter level. The increase in MPAs was primarily driven by the addition of the fully collateralized remaining loan balance related to the long-running land development workout loan that was previously discussed. The allowance for loan losses increased $1.4 million from June 30th to $43.8 million, primarily due to loan growth during the quarter. The allowance of the percentage of the total loan portfolio ticked up one basis point to 36 basis points at quarter end. And now I'd like to provide our thoughts on how the adoption of the current expected credit loss model, or CECL, will impact Atlantic Union. As you may know, effective January 1st, 2020, CECL will become the new accounting standard requiring companies to reserve for projected lifetime loan losses at loan origination date replacing the current incurred loss impairment accounting methodology that requires companies to record provisions for loan losses only when a loss becomes probable. Under CECL, lifetime expected credit losses will be determined using macroeconomic forecast assumptions and management judgments applicable to and through the expected life of the loan portfolios. Since 2016, the company has had a company-wide cross-functional governance structure in place to oversee the implementation of the CECL standard and ensure we are ready to adopt the CECL standard on the effective date. Upon adoption of the standard, assuming the economic outlook and portfolio characteristics are consistent with recent periods, the company estimates that the allowance for credit losses will increase to within a range of $90 to $100 million, or approximately double the allowance for loan loss reserve levels as of September 30th under the current incurred loss methodology. The expected increase is primarily driven by the company's acquired loan portfolio and the consumer loan portfolio due to the portfolio's longer average life. Ultimately, the increase of the allowance for credit losses will depend on the characteristics and mix of the company's loan and securities portfolios, macroeconomic conditions, and economic forecasts modeled final validation of CECL models and methodologies, and other management judgments at the time of adoption on January 1, 2020. From a shareholder stewardship and capital management perspective, we are committed to managing our capital resources prudently as the deployment of capital for the enhancement of long-term shareholder value remains one of our highest priorities. As such, during the third quarter of 2019, the company declared and paid a quarterly cash dividend of of 25 cents per common share, an increase of 2 cents per share or 8.7 percent compared to the prior quarter's dividend level. In addition, during the quarter, the Board of Directors authorized the share repurchase program to purchase up to $150 million of the company's common stock through June 30th of 2021 in open market transactions or privately negotiated transactions. As of October 16th, we have repurchased 1.4 million shares at an average price of $36.46. The total remaining authorization to purchase shares is approximately $100 million at this time. So to summarize, while the quarter was quite noisy again, Atlantic Union delivered solid financial results in the third quarter despite the headwinds of the current interest rate environment, and the company continued to make progress towards its strategic growth priorities. Finally, please note that we remain focused on leveraging the Atlantic Union franchise to generate sustainable, profitable growth and remain committed to achieving top-tier financial performance and building long-term value for our shareholders. And with that, I'll turn it back over to Bill to open it up for questions from our analysts. Here you go, Bill. Thank you, Rob.

And Tiffany, we're ready for our first caller, please.

As a reminder, to ask a question, you will need to press star 1 on your telephone. To withdraw your question, press the pound or hash key. Your first question comes from the line of Catherine Miller. Your line is open.

Good morning, Catherine.

Thanks. Good morning. I want to start first with the margin. Rob, I wonder if you could give us some update on what your outlook is for the margin. You previously guided for about four to five bits per quarter compression, but you've now made some changes to the balance sheet, so just kind of update us off there. Sure.

Yeah, so just to give you some context of our projection going forward, we are currently assuming that we'll get another three cuts in the Fed funds rate, one in October, another in December, and then one in the third quarter of 2020. In terms of that modeling, what we are expecting to see is in the core margin, For the fourth quarter, we're looking at continued compression of probably three to four basis points. And then quarterly through 2020, we're looking at about four to five basis points consistent with what we said before on a quarterly basis. So that's our current outlook. It really hasn't changed much. As you know, we did have a bit more compression this quarter, which was primarily driven by higher or actually lower levels of one-month LIBOR. The drop was, in terms of our projection, the drop was more than we had originally projected, so that added two basis points of compression versus our previous guidance.

Got it. Okay, so another three to four BIPs compression in the fourth quarter, and then four to five BIPs per quarter through 2020, assuming three more cuts?

Yes, that's correct. Okay. So we're looking at... kind of stabilizing the margin coming out of next year, probably in the 3.30, 3.30, 3.35 range. Got it. Okay.

And then under that scenario, how in 2021 would we get to a 1.4 ROA? If we're kind of coming out of 2020 with an even 3.35 margin?

Yeah, so as we mentioned before, that 1.4 return on assets is probably the most difficult to achieve. We're going to continue to evaluate that based on our – we're going through our budget process for 2020 right now and forecasting through 2021. We are going to reevaluate that guidance going forward and probably talk a bit more about that in our fourth quarter call.

Okay, that makes sense. Okay, and so then on the growth, you're now forecasting for growth to be about 6% for this year. How should we think about growth for next year? Is it fair to assume that 2020 growth should be higher than that 6% just given some of the truest opportunities that you have?

Yes, Catherine, this is John. We would say expect somewhere in the high single-digit range. I wouldn't be projecting 9%, but 7%, 8%, 9%, somewhere within that band. should be doable based on the various initiatives that we have underway and based on market conditions, based on what we know right now.

Great. Okay, great. Thank you.

Thanks, Catherine and Tiffany. We're ready for our next caller, please.

Your next question comes from the line of Casey Whitman. Your line is open. Hi, Casey. Hi, Casey.

Good morning.

Good morning.

Just a question on expenses. So if I take out that FDIC assessment credit, core expenses this quarter may be running around $94 million. Last quarter, I think you were guiding to expenses coming down to like the $90, $91 million range. Do you think that's still achievable given all the investments and hires you've made? And is there anything other than I think you mentioned like $1.2 million in branch closer savings to come out, or do you think that's really just the run rate's a little higher given the investments, including the equipment finance division?

Yeah, thanks, Casey. This is Rob. I calculate that we had a $91.7 million poor run rate, if you will, versus the $94 million you mentioned. As we said, we had some unusual items that were offset by that credit. So I calculate about 91.7. Going forward, we're looking at the $90 to $91 million on a run rate basis in the fourth quarter. And that excludes the rebranding cost of a million, potential conversion merger cost of a million. And as we said before, we're looking to accelerate some of our spending related to the opportunity from the truest disruption, and that's about $1 million. So if you take all that together, we're looking at $90 million to $91 million for Q4. And then going forward, what we'd be projecting is probably a 4% to 4.5% growth rate off of that run rate.

Got it, got it. So the recruiting costs and the OREO evaluation adjustments and the community development initiative, those kind of items we would assume wouldn't necessarily, wouldn't come back is what you're saying.

Yeah, exactly. That's the way, that's what I'm looking at as well.

And the FDIC assessment credit, is that, is your expectation that you would get that for maybe one more quarter?

Yes. So the credit, the total credit we're getting related to that was three point, $8 million. Our total premium assessment this quarter was $2.4 million, so basically it was zeroed out. And we'll apply the remainder, which is about $1.3 million, to our assessment for the fourth quarter. So we're expecting $1.3 million credit coming through in the fourth quarter.

Got it. All right, then I'll just ask, I guess, a bigger picture. I mean, just on M&A, it sounds like still very focused on the organic growth here, but I guess any update to your general thoughts on whole bank M&As and the kind of timeline that you might start reengaging more in those conversations?

Casey, this is John. It's difficult to imagine that we would want to do anything next year. That doesn't mean that We are always having conversations. There are always conversations going on. There's literally a queue. We could do one tomorrow if we wanted to, but we don't. We have more important things to do right now. So I think my big concern is that if we take on another M&A deal, it will cause us to kick the can down the road on what we believe are actually far more strategically important opportunities So we really need time to knock some of these things out. You heard me list out some of the initiatives that are on the table. Particularly with the new leadership, we have a consumer digital strategy, recognizing that the largest opportunity we have is, in fact, this SunTrust BB&T combination. So if anything changes in terms of our intentionality, we're going to tell you. We would begin to signal it. It's just very difficult. to imagine that we would want to try to get anything done next year. Again, which doesn't mean we couldn't be having conversations with someone over that period of time, as we always do. So that's about all I can say for now.

Very helpful. Thanks for all the color.

Thank you. And Tiffany, we're ready for our next caller, please.

Your next question comes from the line of Lori Hunsicker. Your line is open. Hi, Lori.

Good morning, Lori.

Hi.

Good morning. I just wondered if we could jump over to credit, and certainly your credit is looking good, but can you just refresh us? Your third-party consumer, what is that book, and then how much of that is Lending Club at this point?

Yeah, so it's a bit over $200 million total third-party, Lori. About $140 million of that is the Lending Club book. That's been coming down. As you know, it's in runoff mode. It's been coming down by about $8 million to $9 million a month. The previous quarter was $166 million, so we're now down to $140 million. We expect that will continue to run off in the same fashion going forward.

Got it. Okay. And then, you know, asking out the one credit, you said the majority of your charge-offs came from that book. So I'm doing the math right. It was around, I don't know, $4.7 million was then related to consumer?

Yeah. No, it wasn't. The entire amount wasn't. There was some other relatively smaller commercial credit.

The total for this quarter would have been consumer. 40% would have been our one land development loan. And if you rewind the last couple of quarters, third-party credit, consumer charge-offs have been running about literally two-thirds of total. Our charge-offs, excluding third-party, have been running about five to six dips annualized, which is too low, as we've said consistently.

Okay. And so I guess when should we expect to see this consumer book at zero? How are you thinking about that?

You mean in terms of the third party? We're expecting... The majority of that's a runoff through the end of 2020, the lending club for the most part. So that should be running down through the next year or so.

Okay, great. And then just specifically around that or any guidance you can give as we think about loan loss provisioning with CESAW? can you help us just think about this piece of it or, you know, more generally? And certainly I appreciate the other color you gave, but if you can just help us think about what an ongoing loan loss provision would look like for you guys with this book.

Yeah. So, Lori, as you know, we will be putting up an allowance for the acquired loan portfolio and also the purchase credit impaired work. purchase credit deteriorated in Cecil terms. So we expect that the charge-off ratio will increase because we will now be charging off loans that are in those books will be charged off against the allowance. So I'd expect that you would see 25 to 30 basis points, all things being equal. That's assuming we don't necessarily have a lumpy commercial credit come through like we did this quarter.

Okay, great. And then just one last question on credit. I saw that you guys had an uptick in your Cree past due. Is there anything greater going on there, or is there any color you can give us around that one?

We made a reference in the release that $12 million of total past dues were actually current as of now. Of that $12 million, $8 million were actually what we refer to as administrative past dues, so that would be the categories of commercial, under-occupied, non-under-occupied. That simply means we had maturing credit facilities that were in process of renewal, and those were not indicative of credit problems. They were simply indicative of getting the renewals through the system on time. We mentioned before that we've implemented an end-to-end loan origination system. The downside of doing such a thing is you run a J curve. It actually takes longer to load new credit facilities and renewals into such a system initially, and for the bankers to get up to speed, it's slower until they gain experience with it, and then it becomes faster. And so we are on the upside of that J curve. So we did have some slowdown in terms of processing renewals, and that's what you're seeing. Those were not credit issues.

Okay. Okay. That's helpful. Okay. And then just over on expenses, I just want to make sure that I've got this right. You obviously had rebranding expenses here of 1.133. Did that include any of the branch closure expenses? Or if not, what were those and were they in the other line?

Yeah. They did not include any branch closure costs in the third quarter. Actually, we had guided to perhaps expect another quarter $200,000 to $300,000 in the third quarter for branch closures. But actually, we came in quite a bit lower there. It ended up being about $55,000 of branch closure costs. So not material, and that would have been in the other line item.

Okay, great. And then just one last thing here. Sort of as we think about one time within both merger costs and rebranding costs, as we finish out this year, 2019? Are we pretty much done with those as we head into 20, or how should we be thinking about that?

Yeah, that's exactly right, Lori. This will be the final quarter of seeing both rebranding costs and merger costs.

Okay, great. Thank you.

Thank you. Great. Thank you, Lori. And thank you, everyone, for calling today. As a reminder, a replay of the call will be available on our investor website, investors.AtlanticUnionBank.com. Thank you, and have a good day.

This concludes today's conference call. Thank you for your participation. You may now disconnect.