Atlantic Union Bankshares Corporation

Good day. Thank you for standing by. Welcome to the Atlantic Union Bank Shares fourth quarter 2023 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 the session, you will need to press star 11 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 11 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Dale Cimino, Senior Vice President of Investor Relations. Please go ahead.

Thank you, Victor, and good morning, everyone. I have Atlantic Union Bank shares President and CEO John Asbury and Executive Vice President and CFO Rob Foreman 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 fourth quarter of this year, 2023. We will make forward-looking statements on today's call, which are not statements of historical facts and are subject to risks and uncertainties. There can be no assurance that actual performance will not differ materially from any future expectation 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 issue today 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 from those expressed or implied in a forward-looking statement. All comments made during today's call are subject to that State of Harbor statement. At the end of the prepared remarks, we will take questions from the research analyst community. And now I'll turn the call over to John Asbury. Thank you, Bill. Good morning, everyone. Thank you for joining us today. Looking back at 2023, it was a wild ride across the industry. Right out of the gate, we reached a tipping point in depositor behavior set off by the Fed's aggressive series of rate increases in 2022. This resulted in a surge of deposit movement from non-interest-bearing deposits into interest-bearing alternatives, and in turn ignited a deposit rate rumpus that compressed net interest margins. As you know, four other 25 basis point rate increases eventually followed before the Fed paused. The high-profile non-traditional bank failures in March initially shook depositor confidence in the American banking system and further intensified margin pressure. Thankfully, our deposit base remained sturdy, and we responded to the changing environment with actions that we believe will better position us to deliver long-term sustainable shareholder value. Despite the year's disruptions, in the end, 2023 was a successful year for AUB, both financially and strategically, and we entered a new year with positive momentum. As a reminder, during 2023, we took three significant and proactive actions to respond to the ever-changing environment. First, we quickly realized the need to adjust our structural expense base when deposit costs rose in Q1. Just nine months ago, during a Q1 23 earnings call, we said we would take meaningful expense actions and then did what we said we would do in the second quarter. We took out $17 million in structural expenses with nearly all expense savings complete by the end of Q2. Second, on July 25th, we announced our entry into a merger agreement with American National Bank Shares, Inc., which has been well received across our markets. We have been hard at work on integration planning, and we remain confident that we can achieve our estimated expense savings following the closing. As we have said before, the relationship between our two companies spans decades, and now more than ever, we believe that our mutual familiarity complementary cultures and the strategic rationale for the proposed transaction will position us well for success. Upon announcement, we stated that we expected to close sometime in the first quarter of 2024 and that remains our expectation. We have received regulatory approval for the merger from our state regulator and are waiting on the Federal Reserve to conclude its review. Third, we repositioned our balance sheet in two separate transactions to seek to deliver better returns in the higher rate environment The first involved the sale of available for sale securities early in the year, prior to the bank failures, and the second occurred in the third quarter, when we paired a sale-leaseback of certain owned properties with a restructuring of a portion of our securities portfolio and a capital-neutral transaction. As previously disclosed, we estimate this will add $0.06 to annual after-tax earnings per share, and we had the full benefit of that in Q4-23. I won't list every accomplishment in 23, but despite the industry turmoil, we made excellent progress against our three-year strategic plan that we updated in 2022. A highlight for the year was our technology modernization effort as we renegotiated our core operating system contract, improved our technology stack, and are now in the late stages of implementing an upgraded online and mobile banking offering with a change in platforms. The new platform will be phased in over the course of 2024 and will deliver highly competitive capabilities and an improved client experience all at lower cost, and that is a great combination. We also continue to build depth throughout the organization as we matured our talent management process and enhanced our leadership team. All of these and more combine for a successful 2023 that will position us well for the future. We see our financial results in 2023 as another confirmation of the merit and durability of our long-term strategy of being a diversified, traditional, full-service bank that makes a positive difference in our markets. With a strong brand and deep client relationships, we provide economically beneficial services and financing to help people and help businesses. It's a straightforward business model that works and has stood the test of time over our 124-year history. That is why soundness, profitability, and growth in that order of priority remains our mantra. It informs how we run this company. We believe all that happened in 2023 is a proof point of why this philosophy is the right approach to running our bank. I'll now comment on macroeconomic conditions and their results. For forecasting purposes, we remain cautious on the economic outlook, although it does seem a soft landing is possible. Inflation continues its improving trend despite some month-to-month volatility, and we believe we have seen the peak for short-term rates. The macroeconomic environment remains favorable in our footprint, and we're not expecting that to change in the near term. As we've said for some time, our markets appear healthy. However, we have seen a slowdown in capital investment activity among certain parts of our client base in response to higher interest rates and economic uncertainty. Our lending pipelines reflect that and are down modestly from last quarter and from a year ago. They imply we should expect a mid-single-digit loan growth in 2024 on a standalone basis. Virginia's last reported unemployment rate ticked up slightly to a still very low 2.9% in November and, as usual, remains below the national average, which was 3.7% during the same period. We do not anticipate any materially negative near-term shift away from these low unemployment trends, In the generally benign credit environment, but as always, we continue to closely monitor the health of our markets. Given the ongoing investor focus on non-owner-occupied commercial real estate, and more specifically, office exposure, I'll reiterate what I've said for the last three quarters. Commercial real estate finance is a historic strength of our company, and it's an asset class that has performed well in our markets over time. They have not traditionally been prone to boom and bust cycles. We stick to our knitting and generally deal with local and regional developers and operators that we know well and have track records with us. We've included non-owner-occupied office exposure detail in the appendix to our earnings presentation. And as a reminder, we don't finance large, high-rise, or major metropolitan central business district office buildings, and we have no commercial real estate exposure in the District of Columbia. The portfolio is performing well. is geographically diverse, granular, and modest in size at about 5% of our total loan exposure at year end. We proactively monitor this portfolio, and we don't see any systemic concerns in the office book currently. While we may see some degree of problems in the portfolio over time, we currently expect them to be readily manageable. Turning now to quarterly results, we remain focused on generating positive operating leverage, that is, growing our revenue faster than our expenses. Here are a few financial highlights for the fourth quarter and for the full year 2023, which Rob will detail next. On a year-over-year basis for 2023, we generated positive adjusted operating leverage of approximately 1%, as adjusted revenue growth was up approximately 2.8%, while adjusted operating non-interest expenses increased approximately 1.8%. I also would like to point out that pre-tax, pre-provision adjusted operating earnings increased 5% year-over-year. Total deposits increased 5.6% year-over-year. Average deposit balances for Q4 increased $318 million, or approximately 7.5% from the prior quarter. As we've seen before, we did have a seasonal dip in deposits at year-end, but we're now seeing a normal rebuilding underway, and we're off to a very good start for Q1-24. The remixing of non-interest-bearing deposits to interest-bearing deposits slowed during the fourth quarter, as expected, and we saw good growth in money markets and customer CDs. Quarter-end non-interest-bearing deposits were 24% approximately of total deposits, down from 25% on the prior quarter. We believe non-interest-bearing deposit remixing is stabilizing, but it's not quite yet over. We posted annualized loan growth of 9.1% during the seasonally high fourth quarter, compared to the prior quarter, which was better than expected and led by growth in commercial loans. For the full year, loan growth was 8.2% point-to-point and averaged up 9.3%. Construction loan balances were down from the third quarter as projects completed and were recategorized as non-owner-occupied commercial real estate, but still ended up higher than the prior year. As I mentioned earlier, we expect to be in the mid-single-digit loan growth range for loans held for investment in 2024 on a standalone basis. At this time, our confidence is high that we'll remain in a growth mood for 2024. CNI line utilization this quarter was up modestly from the prior quarter as well as from the prior year's fourth quarter. Loan production in the fourth quarter was relatively balanced between existing clients and new bank clients. It was also relatively balanced between commercial and industrial and commercial real estate plus construction. Commercial real estate payoffs declined year over year, but increased slightly from the third quarter, which we interpret as a good sign that the CRE market is still healthy in our footprint. Credit was again a good story, and we recorded annualized net charge-offs of three basis points for the fourth quarter, up from one basis point in the third quarter. For the full year, we finished at an impressive five basis points of net charge-offs. We expect that asset quality will eventually normalize following a very long run of minimal net charge-offs, but we still see no evidence of an inflection point coming or having occurred. Having said that, one-off credit losses do happen from time to time, as we saw in the first quarter of last year. That's normal and to be expected. Regardless, we remain confident and are pleased with our asset quality. In sum, We thought this was a strong and fundamentally sound year for Atlantic Union against an industry backdrop that was dramatic at times. We continue to demonstrate we will take the necessary strategic actions to successfully navigate the challenges we face in this uncertain economic environment and that we do what we say we will do. We expect uncertainty to continue for some time, especially given geopolitical events, but for the time being, we remain cautiously optimistic in our outlook. As usual, with uncertainty comes opportunity, which we believe we are well-positioned to capitalize on. The Atlantic Union is a uniquely valuable franchise that is a diversified, traditional, full-service bank with a strong brand and deep client relationships and stable and attractive markets. It should soon be even more so with the addition of American National Bank to the AUB family. We remain on a solid footing, resilient, and expect a good start to the year. I'll now turn the call over to Rob to cover the financial results for the quarter.

Thank you, John, and good morning, everyone. Please note that for the most part, my commentary will focus on Atlantic Union's fourth quarter financial results on a non-GAAP adjusted operating basis, which excludes the following pre-tax items, gains of $1.9 million in the fourth quarter and $27.4 $7 million in the third quarter related to sale leaseback transactions. The net loss on sales of securities of $27.6 million recorded in the third quarter. The $3.4 million FDIC special assessment expense recognized in the fourth quarter. The $3.3 million legal reserve related to our previously disclosed settlement with the CFPB in the fourth quarter. Merger-rated cost of $1 million in the fourth quarter and $2 million in the third quarter associated with our pending merger with American National. And expenses of $8.7 million associated with our strategic cost savings initiatives recorded in the third quarter. In the fourth quarter, reported net income available to common shareholders was $53.9 million and earnings per common share was 72 cents. For the full year 2023, reported net income available to common shareholders was $190 million, and earnings per common share was $2.53. Adjusted operating earnings available to common shareholders were $58.9 million, or $0.78 per common share for the fourth quarter, and were $221 million, or $2.95 per common share for the full year 2023. The adjusted operating return on tangible common equity was 18.2% in the fourth quarter and 17.2% for the full year. The adjusted operating return on assets was 1.18% in the fourth quarter and 1.14% for the full year. And on an adjusted operating basis, the efficiency ratio was 52.9% in the fourth quarter and 54.2% for the full year of 2023. Turning to credit loss reserves, at the end of the fourth quarter, the total allowance for credit losses was $148.5 million, which is an increase of approximately $7.5 million from the third quarter, primarily due to loan growth in the fourth quarter and an increase in the allowance on two individually assessed loans due to changes in borrower-specific circumstances. The total loss for credit losses as a percentage of total loans held for investment increased three basis points to 95 basis points at the end of the fourth quarter as compared to the third quarter. The provision for credit losses of $8.7 million in the fourth quarter was up from $5 million in the prior quarter. Net charge-offs increased to $1.2 million or three basis points annualized in the fourth quarter, up from $294,000 or one basis point annualized in the third quarter. For the full year, The net charge-off ratio was five basis points. Now turning to pre-tax, pre-provision components of the income statement for the fourth quarter, tax equivalent net interest income was $157.3 million, which was an increase of $1.6 million from the third quarter, driven by higher yields on both available for sale securities and the loan portfolio, as well as growth in average loans held for investment, partially offset by the impact of higher deposit costs driven by continued competition for deposits, changes in deposit mix as depositors continue to migrate to higher costing interest-bearing deposit accounts, and growth in average deposit balances during the quarter. The fourth quarter's tax equivalent net interest margin was 3.34%, which was a net decrease of one basis point from the previous quarter due to an increase of 20 basis points in the yield on earning assets, driven primarily by increases in loan and security investment yields, as well as favorable changes in earning asset mix and higher invested cash yields, which was more than offset by a 21 basis point increase in our cost of funds. The loan portfolio yield increased 13 basis points to 5.97% in the fourth quarter from 5.84% in the third quarter, which added approximately 11 basis points to the net interest margin. The increase was primarily due to the full quarter's impact on variable rate loan yields from the Federal Reserve's last rate increase in July, as well as the impact of higher market interest rates on new loan production yields, as well as on renewing loans. Securities portfolio yield increased by 38 basis points to 3.80% in the fourth quarter from 3.42% in the third quarter, which added four basis points to the net interest margin. The increase was primarily due to the impact of the securities portfolio repositioning done in September. In addition, the favorable earning asset mix shift towards higher yielding loans and higher yields on adjusted cash contributed an additional five basis points to the fourth quarter's net interest margin. The 21 basis point increase in the fourth quarter's cost of funds to 2.25% was primarily due to the 26 basis point increase in the cost of deposits to 2.23%, which had an approximately 25 basis point negative impact on the fourth quarter's net interest margin. partially offset by the four basis point margin positive impact of lower borrowing costs. Deposit cost increase was primarily driven by changes in deposit mix as depositors migrated to higher costing interest-bearing deposit accounts during the quarter. Additionally, interest-bearing deposit rates increased as a result of higher overall market rates and the competitive deposit pricing environment. Adjusted operating non-interest income, which excludes gains and losses on sales of securities and gains on sale leaseback transactions recorded in the third and fourth quarters, increased $1.1 million to $28.1 million from the prior quarter, driven by an $893,000 increase in loan-related interest rate swap fees due to several new swap transactions, a $679,000 increase in loan syndication revenue, as well as quarterly increases across most other fee revenue categories, with the exception of an $843,000 decline in other service charges, commissions, and fees, primarily due to a merchant vendor contract signing bonus reported in the prior quarter. Reporting non-interest expense decreased approximately $600,000 to $107.9 million for the fourth quarter. Adjusted operating non-interest expense, which excludes amortization of intangible assets in the third and fourth quarters, The FDIC has special assessment in the fourth quarter. The legal reserve associated with our previously disclosed settlement with the CFPB in the fourth quarter. Merger related costs associated with our pending merger with American National in the third and fourth quarters. And expenses associated with strategic cost savings initiatives in the third quarter. Expenses increased $2.5 million to $98.2 million for the fourth quarter from $95.7 million in the prior quarter. primarily due to a $1.2 million increase in other expenses, protecting the increase in Oreo and credit-related expense, higher teammate training and travel expenses, and annual debit card plastic inventory purchases. In addition, a $1.1 million increase in professional services expense, primarily sports strategic initiatives in the fourth quarter and higher legal fees were incurred, a $799,000 increase in marketing and advertising expenses primarily due to annual customer disclosure mailings during the quarter and a $591,000 increase in occupancy expenses, which was driven by the increased lease payments related to the sale-leaseback transactions executed in the third quarter. These increases were partially offset by a $763,000 decrease in salaries and benefits, which reflects the impact of headcount reductions from our strategic cost-saving initiatives executed in the second and third quarters. At period end, loans held for investment netted deferred fees and costs were $15.6 billion, which was an increase of $351 million, or 9.1% annualized from the prior quarter, driven by increases in commercial loan balances of $363 million, or 11.1% linked quarter annualized, partially offset by declines in consumer loan balances of $11.9 million, or 2% annualized. Average loans increased 6.7% from the prior quarter, and for the full year, loans increased 8.2%. At the end of December, total deposits stood at $16.8 billion, which was an increase of $32 million, or approximately 1% annualized from the prior quarter, while average deposits increased 7.5% annualized from the prior quarter. For the full year, total deposits increased 5.6%. Total deposits increased from the prior quarter in the same period in the prior year, primarily due to increases in interest-bearing customer deposits and broker deposits, partially offset by declines in demand deposit balances. At the end of the fourth quarter, Atlantic Union Bank shares and Atlantic Union Bank's regulatory capital issues were well above well-capitalized levels. In addition, on an adjusted basis, we remain well-capitalized as of the end of the fourth quarter, if you include the negative impact of AOCI and health and maturity securities unrealized losses in the calculation of the regulatory capital ratios. During the fourth quarter, the company paid a common stock dividend of $0.32 per share, which was an increase of approximately 7% from the previous quarter. On a full year 2024, financial outlook for AUB on a standalone basis, excluding any impact from the American National Acquisition, is as follows. We expect to generate full-year loan growth in the mid-single-digit range and expect deposit balances to grow by low single digits during the year. We're also projecting that the full-year fully taxable tax equivalent net interest margin will fall in the range of between 3.3% and 3.4% driven by our baseline assumption that the Federal Reserve Bank will cut the Fed funds rate by 25 basis points three times in 2024 beginning in June. In addition, we project that our through-the-cycle total deposit data will be approximately 45%, which would be more than offset by the projected through-the-cycle loan yield data of approximately 50%. The through-the-cycle interest-bearing deposit data is expected to be approximately 55%. The current rate cycle is projected to end when the FOMC pivots to reducing the Fed funds rate, which we now assume will begin in the second quarter. As a result of loan growth and our tax equivalent net interest margin projection, we expect taxable equivalent net interest income to increase by mid-single digits in 2024 from full-year 2023 levels. We also expect that the company will generate positive adjusted operating leverage in 2024 from full-year 2023 due to the expected mid-single-digit adjusted operating revenue growth, up-pacing expected low single-digit growth, and adjusted operating non-interest expense. On the credit front, while we don't see any systemic credit quality issues working at the moment, we're assuming a normalizing uptick in the net charge-off ratio between 10 and 15 basis points in 2024 from five basis points in 2023. But I would reiterate that we do not see evidence of a turn in the credit environment at this point, so this may end up being a conservative assumption as it was in 2023. The allowance for credit losses to loan balances projected to remain within a range of 95 to 100 basis points in 2024. So in summary, Atlantic Union delivered strong financial results in the fourth quarter and the full year of 2023, despite the challenging banking and operating environment we effectively managed through in 2023. 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. With that, I'll now turn it over to Bill Cimino, who will entertain and take a few questions.