EX-99.1 2 aub-20230725xex99d1.htm EX-99.1

Exhibit 99.1

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

Executive Vice President / Chief Financial Officer

ATLANTIC UNION BANKSHARES REPORTS SECOND QUARTER FINANCIAL RESULTS

Richmond, Va., July 25, 2023 – Atlantic Union Bankshares Corporation (the “Company” or “Atlantic Union”) (NYSE: AUB) reported net income available to common shareholders of $52.3 million and basic and diluted earnings per common share of $0.70 for the second quarter of 2023 and adjusted operating earnings available to common shareholders(1) of $55.4 million and adjusted diluted operating earnings per common share(1) of $0.74 for the second quarter of 2023.

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As previously disclosed, the Company initiated a series of cost saving measures during the second quarter of 2023 that is expected to reduce the annual expense run rate by approximately $17 million. As a result of these measures, the Company incurred $3.9 million in pre-tax expenses during the second quarter of 2023, and the Company expects to recognize additional pre-tax expenses associated with these actions of approximately $7.5 million during the third quarter of 2023.

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“Atlantic Union delivered strong second quarter financial results despite the turmoil in the banking industry during the first half of the year,” said John C. Asbury, president and chief executive officer of Atlantic Union. “Loan growth remained strong and deposit levels were stable during the quarter. We believe that our model of a diversified, traditional, full-service bank that delivers the products and services that our customers want and need combined with local decision making, responsiveness and client service orientation positively sets us apart from other banks, both larger and smaller, in these challenging times.”

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“Operating under the mantra of soundness, profitability and growth – in that order of priority – Atlantic Union remains committed to generating sustainable, profitable growth and building long term value for our shareholders.”

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NET INTEREST INCOME

For the second quarter of 2023, net interest income was $152.1 million, a decrease of $1.3 million from $153.4 million in the first quarter of 2023. Net interest income (FTE)(1) was $155.8 million in the second quarter of 2023, a decrease of $1.5 million from the first quarter of 2023. The decreases in net interest income and net interest income (FTE)(1) were primarily driven by higher deposit costs due to increases in market interest rates, as well as changes in the deposit mix as depositors migrated to higher cost interest bearing deposit accounts. These decreases were partially offset by an increase in interest income on loans due to net loan growth and variable rate loans repricing as short-term interest rates increased. Our net interest margin decreased 4 basis points from the prior quarter to 3.37% at June 30, 2023, and our net interest margin (FTE)(1) decreased 5 basis points during the same period to 3.45%. Earning asset yields increased by 27 basis points to 5.19% in the second quarter of 2023 compared to the first quarter of 2023, primarily due to the impact of increases in market interest rates on loans. Our cost of funds increased by 32 basis points to 1.74% at June 30, 2023 compared to the prior quarter, driven by higher deposit and borrowing costs and funding mix as noted above.

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The Company’s net interest margin (FTE) (1) includes the impact of acquisition accounting fair value adjustments. The impact of net accretion in the first and second quarters of 2023 are reflected in the following table (dollars in thousands):

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Loan | ​ | Deposit | ​ | Borrowings | ​ | ​ | ​
​ |  | Accretion |  | Amortization |  | Amortization |  | Total
For the quarter ended March 31, 2023 | ​ | $ | 1,106 | ​ | $ | (14) | ​ | $ | (209) | ​ | $ | 883
For the quarter ended June 30, 2023 | ​ | ​ | 1,073 | ​ | ​ | (7) | ​ | ​ | (213) | ​ | ​ | 853

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ASSET QUALITY

Overview

At June 30, 2023, nonperforming assets (“NPAs”) as a percentage of total loans held for investment (“LHFI”) decreased 1 basis point from the prior quarter to 0.19% and included nonaccrual loans of $29.1 million. Accruing past due loans as a percentage of total LHFI totaled 16 basis points at June 30, 2023, a decrease of 5 basis points from March 31, 2023, and an increase of 1 basis point from June 30, 2022. Net charge-offs were 0.04% of total average LHFI (annualized) for the second quarter of 2023, a decrease of 9 basis points from March 31, 2023, and an increase of 1 basis point from June 30, 2022. The allowance for credit losses (“ACL”) totaled $136.2 million at June 30, 2023, a $4.5 million increase from the prior quarter.

Nonperforming Assets

At June 30, 2023, NPAs totaled $29.2 million, compared to $29.1 million in the prior quarter. The following table shows a summary of NPA balances at the quarter ended (dollars in thousands):

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | June 30, |  | March 31, |  | December 31, |  | September 30, |  | June 30,
​ | ​ | 2023 | ​ | 2023 | ​ | 2022 | ​ | 2022 | ​ | 2022
Nonaccrual loans | ​ | $ | 29,105 | ​ | $ | 29,082 | ​ | $ | 27,038 | ​ | $ | 26,500 | ​ | $ | 29,070
Foreclosed properties | ​ |  | 50 | ​ |  | 29 | ​ |  | 76 | ​ |  | 2,087 | ​ |  | 2,065
Total nonperforming assets | ​ | $ | 29,155 | ​ | $ | 29,111 | ​ | $ | 27,114 | ​ | $ | 28,587 | ​ | $ | 31,135

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

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | June 30, |  | March 31, |  | December 31, |  | September 30, |  | June 30,
​ | ​ | 2023 | ​ | 2023 | ​ | 2022 | ​ | 2022 | ​ | 2022
Beginning Balance | ​ | $ | 29,082 | ​ | $ | 27,038 | ​ | $ | 26,500 | ​ | $ | 29,070 | ​ | $ | 29,032
Net customer payments | ​ |  | (5,950) | ​ |  | (1,755) | ​ |  | (1,805) | ​ |  | (3,725) | ​ |  | (2,472)
Additions | ​ |  | 6,685 | ​ |  | 4,151 | ​ |  | 2,935 | ​ |  | 1,302 | ​ |  | 3,203
Charge-offs | ​ |  | (712) | ​ |  | (39) | ​ |  | (461) | ​ |  | (125) | ​ |  | (311)
Loans returning to accruing status | ​ |  | — | ​ |  | (313) | ​ |  | (131) | ​ |  | — | ​ |  | —
Transfers to foreclosed property | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (22) | ​ |  | (382)
Ending Balance | ​ | $ | 29,105 | ​ | $ | 29,082 | ​ | $ | 27,038 | ​ | $ | 26,500 | ​ | $ | 29,070

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Past Due Loans

At June 30, 2023, past due loans still accruing interest totaled $24.1 million or 0.16% of total LHFI, compared to $30.9 million or 0.21% of total LHFI at March 31, 2023, and $20.4 million or 0.15% of total LHFI at June 30, 2022. Of the total past due loans still accruing interest, $10.1 million or 0.07% of total LHFI were loans past due 90 days or more at June 30, 2023, compared to $7.2 million or 0.05% of total LHFI at March 31, 2023, and $4.6 million or 0.03% of total LHFI at June 30, 2022. The increase in loans past due 90 days or more was primarily due to one credit relationship within the commercial real estate – non-owner occupied portfolio.

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Allowance for Credit Losses

At June 30, 2023, the ACL was $136.2 million and included an allowance for loan and lease losses (“ALLL”) of $120.7 million and a reserve for unfunded commitments of $15.5 million. The ACL at June 30, 2023 increased $4.5 million from March 31, 2023 due to loan growth in the second quarter of 2023 and the impact of continued uncertainty in the economic outlook.

At both June 30, 2023 and March 31, 2023, the ACL as a percentage of total LHFI was 0.90%, and the ALLL as a percentage of total LHFI was 0.80%.

Net Charge-offs

Net charge-offs were $1.6 million or 0.04% of total average LHFI on an annualized basis for the second quarter of 2023, compared to $4.6 million or 0.13% (annualized) for the first quarter of 2023, and $939,000 or 0.03% (annualized) for the second quarter of 2022.

Provision for Credit Losses

For the second quarter of 2023, the Company recorded a provision for credit losses of $6.1 million, compared to a provision for credit losses of $11.9 million in the prior quarter, and a provision for credit losses of $3.6 million in the second quarter of 2022. The provision for credit losses for the second quarter of 2023 reflected a provision of $5.7 million for loan losses and a $349,000 provision for unfunded commitments.

NONINTEREST INCOME

Noninterest income increased $14.6 million to $24.2 million for the second quarter of 2023 from $9.6 million in the prior quarter, primarily due to $13.4 million of losses incurred on the sale of available for sale (“AFS”) securities in the prior quarter, driven by the Company’s balance sheet repositioning transactions, and that were not repeated during the second quarter. In addition, loan-related interest rate swap fees increased $877,000 from the prior quarter due to several new swap transactions, and other operating income increased $259,000 from the prior quarter primarily driven by an increase in loan syndication revenue. These increases in noninterest income were partially offset by a $405,000 decrease in mortgage banking income due to a decline in gain on sale margins.

NONINTEREST EXPENSE

Noninterest expense decreased $2.6 million to $105.7 million for the second quarter of 2023 from $108.3 million in the prior quarter. Adjusted operating noninterest expense,(1) which excludes amortization of intangible assets ($2.2 million in the second quarter and $2.3 million in the first quarter), expenses incurred associated with our strategic cost savings initiatives principally composed of severance charges related to headcount reductions and charges for exiting leases ($3.9 million in the second quarter), and the legal reserve associated with an ongoing regulatory matter as previously disclosed ($5.0 million in the first quarter), decreased $1.5 million to $99.5 million for the second quarter of 2023 from $101.0 million in the prior quarter. The decrease in adjusted operating noninterest expense(1) was primarily due to a $1.8 million decrease included within other expenses, composed of OREO-related gains recognized in the current quarter and reduced branch closing costs as compared to the prior quarter, and a $1.4 million decrease in salaries and benefits expense, outside of severance charges related to headcount reductions in the quarter, primarily due to seasonal decreases in payroll related taxes and 401(k) contribution expenses. These decreases in adjusted operating noninterest expense(1) were partially offset by increases of $1.0 million in professional services expense related to the LIBOR transition and other strategic projects, $466,000 in marketing and advertising expense, and $424,000 in technology and data processing expense.

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INCOME TAXES

The effective tax rate for the three months ended June 30, 2023 and 2022 was 14.4% and 16.7%, respectively, and the effective tax rate for the six months ended June 30, 2023 and 2022 was 15.5% and 17.1%, respectively. The decrease in the effective tax rates is due to the increased proportion of tax-exempt income to pre-tax income for both the three and six months ended June 30, 2023 compared to the prior quarter and prior year, respectively.

BALANCE SHEET

At June 30, 2023, total assets were $20.6 billion, an increase of $499.0 million or approximately 10.0% (annualized)

from March 31, 2023, and an increase of $940.5 million or approximately 4.8% from June 30, 2022. Total assets increased from the prior quarter primarily due to a $482.7 million increase in LHFI (net of deferred fees and costs). Total assets increased from the prior year period primarily due to a $1.4 billion increase in LHFI (net of deferred fees and costs), partially offset by a $676.8 million decrease in investment securities due to the sale of $505.7 million in AFS securities as part of the Company’s balance sheet restructuring executed in the first quarter of 2023, as well as a decline in the market value of the AFS securities portfolio, due to the impact of market interest rate fluctuations.

At June 30, 2023, LHFI (net of deferred fees and costs) totaled $15.1 billion, an increase of $482.7 million or 13.3% (annualized) from $14.6 billion at March 31, 2023. Average LHFI (net of deferred fees and costs) totaled $14.7 billion at

June 30, 2023, an increase of $240.6 million or 6.7% (annualized) from the prior quarter. At June 30, 2023, LHFI (net of deferred fees and costs) increased $1.4 billion or 10.3% from June 30, 2022, and quarterly average LHFI (net of deferred fees and costs) increased $1.2 billion or 9.0% from the same period in the prior year. LHFI (net of deferred fees and costs) increased from the prior quarter and the same period in the prior year primarily due to increases in the commercial and industrial and commercial real estate non-owner occupied portfolios.

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At June 30, 2023, total investments were $3.1 billion, a decrease of $52.2 million from March 31, 2023 and a decrease of $676.8 million from June 30, 2022. AFS securities totaled $2.2 billion at June 30, 2023, $2.3 billion at March 31, 2023, and $3.0 billion at June 30, 2022. At June 30, 2023, total net unrealized losses on the AFS securities portfolio were $450.1 million, an increase of $42.2 million from total net unrealized losses on AFS securities of $407.9 at March 31, 2023. Held to maturity (“HTM”) securities are carried at cost and totaled $849.6 million at June 30, 2023, $855.4 million at March 31, 2023, and $780.7 million at June 30, 2022 and have net unrealized losses of $41.8 million at June 30, 2023, an increase of $9.5 million from net unrealized losses on HTM securities of $32.3 million at March 31, 2023.

At June 30, 2023, total deposits were $16.4 billion, a decrease of $43.9 million or approximately 1.1% (annualized) from March 31, 2023. Average deposits at June 30, 2023 decreased from the prior quarter by $137.1 million or 3.3% (annualized). Total deposits decreased from the prior quarter due to the impact of customer behavior in response to inflation and higher market interest rates, resulting in a decrease in low costing customer deposits, partially offset by an increase in customer time deposits and brokered deposits. Total deposits at June 30, 2023 increased $283.4 million or 1.8% from June 30, 2022, and quarterly average deposits at June 30, 2023 increased $89.1 million or 0.6% from the same period in the prior year. Total deposits increased from the same period in the prior year primarily due to increases in interest bearing customer deposits and brokered deposits, partially offset by decreases in demand deposits.

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At June 30, 2023, total borrowings were $1.3 billion, an increase of $521.4 million from March 31, 2023 and an increase of $522.4 million from June 30, 2022. Total borrowings increased from the prior quarter and prior year primarily due to an increase in Federal Home Loan Bank short-term borrowings, which was used to fund loan growth.

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | June 30, |  | March 31, |  | June 30, |
​ | ​ | 2023 | ​ | 2023 | ​ | 2022 |
Common equity Tier 1 capital ratio (2) |  | 9.86 | % | 9.91 | % | 9.96 | %
Tier 1 capital ratio (2) |  | 10.81 | % | 10.89 | % | 11.00 | %
Total capital ratio (2) |  | 13.64 | % | 13.76 | % | 13.86 | %
Leverage ratio (Tier 1 capital to average assets) (2) |  | 9.64 | % | 9.38 | % | 9.26 | %
Common equity to total assets |  | 10.96 | % | 11.31 | % | 11.32 | %
Tangible common equity to tangible assets (1) |  | 6.66 | % | 6.91 | % | 6.78 | %

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At June 30, 2023, the Company’s common equity to total assets ratio and tangible common equity to tangible assets ratio decreased compared to the prior quarter and prior year primarily due to the unrealized losses on the AFS securities portfolio recorded in other comprehensive income due to higher market interest rates, as well as the increase in total assets.

During the second quarter of 2023, the Company declared and paid a quarterly dividend on the outstanding shares of Series A Preferred Stock of $171.88 per share (equivalent to $0.43 per outstanding depositary share), consistent with the first quarter of 2023 and the second quarter of 2022. During the second quarter of 2023, the Company also declared and paid cash dividends of $0.30 per common share, consistent with the first quarter of 2023 and an increase of $0.02 or approximately 7.1% from the second quarter of 2022.

(1) These are financial measures not calculated in accordance with generally accepted accounting principles (“GAAP”). For a reconciliation of these non-GAAP financial measures, see the “Alternative Performance Measures (non-GAAP)” section of the Key Financial Results.

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(2) All ratios at June 30, 2023 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed.

ANNOUNCED TRANSACTION

As announced and further described in a separate press release issued by the Company today, the Company has entered into a merger agreement to acquire American National Bankshares Inc. (“American National”) in an all-stock transaction.

ABOUT ATLANTIC UNION BANKSHARES CORPORATION

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE: AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has 109 branches and approximately 125 ATMs located throughout Virginia and in portions of Maryland and North Carolina. Certain non-bank financial services affiliates of Atlantic Union Bank include: Atlantic Union Equipment Finance, Inc., which provides equipment financing; Atlantic Union Financial Consultants, LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.

SECOND QUARTER 2023 EARNINGS RELEASE CONFERENCE CALL

In light of today’s announcement that the Company has entered into a merger agreement to acquire American National, the Company will hold a conference call and webcast for investors at 9:00 a.m. Eastern Time on Tuesday, July 25, 2023 during which the Company’s management will review the Company’s financial results for the second quarter 2023 and discuss the proposed merger.

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The listen-only webcast and the accompanying slides can be accessed at:

https://edge.media-server.com/mmc/p/g5jw6mu3.

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For analysts who wish to participate in the conference call, please register at the following URL:

https://register.vevent.com/register/BI1a5d16a5982740369c57e980002f5ab6. To participate in the conference call, you must use the link to receive an audio dial-in number and an Access PIN.

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A replay of the webcast, and the accompanying slides, will be available on the Company’s website for 90 days at: https://investors.atlanticunionbank.com/.

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NON-GAAP FINANCIAL MEASURES

In reporting the results as of and for the period ended June 30, 2023, the Company has provided supplemental performance measures on a tax-equivalent, tangible, operating, adjusted or pre-tax pre-provision basis. These non-GAAP financial measures are a supplement to GAAP, which is used to prepare the Company’s financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, the Company’s non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. The Company uses the non-GAAP financial measures discussed herein in its analysis of the Company’s performance. The Company’s management believes that these non-GAAP financial measures provide additional understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in the Company’s underlying performance. For a reconciliation of these measures to their most directly comparable GAAP measures and additional information about these non-GAAP financial measures, see “Alternative Performance Measures (non-GAAP)” in the tables within the section “Key Financial Results.”

FORWARD-LOOKING STATEMENTS

This press release and statements by our management may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include, without limitation, statements made in Mr. Asbury’s quotations, statements regarding our expectations with regard to our business, financial and operating results, including our deposit base, the impact of future economic conditions, the impact of cost saving measures, and statements that include other projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such forward-looking statements are based on certain assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties, and other factors, some of which cannot be predicted or quantified, that may cause actual results, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” “continue,” “confidence,” or words of similar meaning or other statements concerning opinions or judgment of the Company and our management about future events. Although we believe that our expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of our existing knowledge of our business and operations, there can be no assurance that actual future results, performance, or achievements of, or trends affecting, us will not differ materially from any projected future results, performance, achievements or trends expressed or implied by such forward-looking statements. Actual future results, performance, achievements or trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of or changes in:

| ● | market interest rates and their related impacts on macroeconomic conditions, customer and client behavior, our funding costs and our loan and securities portfolios;

| ● | inflation and its impacts on economic growth and customer and client behavior;

| ● | adverse developments in the financial industry generally, such as bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and client behavior;

| ● | the sufficiency of liquidity;

| ● | general economic and financial market conditions, in the United States generally and particularly in the markets in which we operate and which our loans are concentrated, including the effects of declines in real estate values, an increase in unemployment levels and slowdowns in economic growth;

| ● | monetary and fiscal policies of the U.S. government, including policies of the U.S. Department of the Treasury and the Federal Reserve;

| ● | the quality or composition of our loan or investment portfolios and changes therein;

| ● | demand for loan products and financial services in our market areas;

| ● | our ability to manage our growth or implement our growth strategy;

| ● | the effectiveness of expense reduction plans;

| ● | the introduction of new lines of business or new products and services;

| ● | our ability to recruit and retain key employees;

| ● | real estate values in our lending area;

| ● | changes in accounting principles, standards, rules, and interpretations, and the related impact on our financial statements;

| ● | an insufficient ACL or volatility in the ACL resulting from the CECL methodology, either alone or as that may be affected by inflation, changing interest rates, or other factors;

| ● | our liquidity and capital positions;

| ● | concentrations of loans secured by real estate, particularly commercial real estate;

| ● | the effectiveness of our credit processes and management of our credit risk;

| ● | our ability to compete in the market for financial services and increased competition from fintech companies;

| ● | technological risks and developments, and cyber threats, attacks, or events;

| ● | operational, technological, cultural, regulatory, legal, credit, and other risks associated with the exploration, consummation and integration of potential future acquisitions, whether involving stock or cash considerations;

| ● | the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts, geopolitical conflicts or public health events, and of governmental and societal responses thereto; these potential adverse effects may include, without limitation, adverse effects on the ability of our borrowers to satisfy their obligations to us, on the value of collateral securing loans, on the demand for the our loans or our

|  | other products and services, on supply chains and methods used to distribute products and services, on incidents of cyberattack and fraud, on our liquidity or capital positions, on risks posed by reliance on third-party service providers, on other aspects of our business operations and on financial markets and economic growth;

| ● | the discontinuation of LIBOR and its impact on the financial markets, and our ability to manage operational, legal, and compliance risks related to the discontinuation of LIBOR and implementation of one or more alternate reference rates;

| ● | performance by our counterparties or vendors;

| ● | deposit flows;

| ● | the availability of financing and the terms thereof;

| ● | the level of prepayments on loans and mortgage-backed securities;

| ● | legislative or regulatory changes and requirements;

| ● | actual or potential claims, damages, and fines related to litigation or government actions, which may result in, among other things, additional costs, fines, penalties, restrictions on our business activities, reputational harm, or other adverse consequences;

| ● | the effects of changes in federal, state or local tax laws and regulations;

| ● | any event or development that would cause us to conclude that there was an impairment of any asset, including intangible assets, such as goodwill;

| ● | other factors, many of which are beyond our control; and

| ● | the risks, uncertainties and assumptions set forth under the heading “Caution About Forward-Looking Statements” in the joint press release issued by the Company and American National on the date hereof with respect to the proposed merger transaction between the Company and American National.

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Please also refer to such other factors as discussed throughout Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2022, Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, and related disclosures in other filings, which have been filed with the U.S. Securities and Exchange Commission (“SEC”) and are available on the SEC’s website at www.sec.gov. All risk factors and uncertainties described herein and therein should be considered in evaluating forward-looking statements, and all of the forward-looking statements are expressly qualified by the cautionary statements contained or referred to herein and therein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or its businesses or operations. Readers are cautioned not to rely too heavily on the forward-looking statements, and undue reliance should not be placed on such forward-looking statements. Forward-looking statements speak only as of the date they are made. We do not intend or assume any obligation to update, revise or clarify any forward-looking statements that may be made from time to time by or on behalf of the Company, whether as a result of new information, future events or otherwise.

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS (UNAUDITED)

(Dollars in thousands, except share data)

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of & For Three Months Ended |  | As of & For Six Months Ended | ​
​ |  | 06/30/23 |  | 03/31/23 |  | 06/30/22 |  | 06/30/23 | ​ | 06/30/22 | ​
Results of Operations | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest and dividend income | ​ | $ | 230,247 | ​ | $ | 217,546 | ​ | $ | 148,755 | ​ | $ | 447,793 | ​ | $ | 287,212 | ​
Interest expense | ​ |  | 78,163 | ​ |  | 64,103 | ​ |  | 9,988 | ​ |  | 142,265 | ​ |  | 17,514 | ​
Net interest income | ​ |  | 152,084 | ​ |  | 153,443 | ​ |  | 138,767 | ​ |  | 305,528 | ​ |  | 269,698 | ​
Provision for credit losses | ​ |  | 6,069 | ​ |  | 11,850 | ​ |  | 3,559 | ​ |  | 17,920 | ​ |  | 6,359 | ​
Net interest income after provision for credit losses | ​ |  | 146,015 | ​ |  | 141,593 | ​ |  | 135,208 | ​ |  | 287,608 | ​ |  | 263,339 | ​
Noninterest income | ​ |  | 24,197 | ​ |  | 9,628 | ​ |  | 38,286 | ​ |  | 33,824 | ​ |  | 68,439 | ​
Noninterest expenses | ​ |  | 105,661 | ​ |  | 108,274 | ​ |  | 98,768 | ​ |  | 213,934 | ​ |  | 204,089 | ​
Income before income taxes | ​ |  | 64,551 | ​ |  | 42,947 | ​ |  | 74,726 | ​ |  | 107,498 | ​ |  | 127,689 | ​
Income tax expense | ​ |  | 9,310 | ​ |  | 7,294 | ​ |  | 12,500 | ​ |  | 16,604 | ​ |  | 21,773 | ​
Net income | ​ |  | 55,241 | ​ |  | 35,653 | ​ |  | 62,226 | ​ |  | 90,894 | ​ |  | 105,916 | ​
Dividends on preferred stock | ​ | ​ | 2,967 | ​ | ​ | 2,967 | ​ | ​ | 2,967 | ​ | ​ | 5,934 | ​ | ​ | 5,934 | ​
Net income available to common shareholders | ​ | $ | 52,274 | ​ | $ | 32,686 | ​ | $ | 59,259 | ​ | $ | 84,960 | ​ | $ | 99,982 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest earned on earning assets (FTE) (1) | ​ | $ | 233,913 | ​ | $ | 221,334 | ​ | $ | 152,332 | ​ | $ | 455,248 | ​ | $ | 294,124 | ​
Net interest income (FTE) (1) | ​ |  | 155,750 | ​ |  | 157,231 | ​ |  | 142,344 | ​ |  | 312,983 | ​ |  | 276,610 | ​
Total revenue (FTE) (1) | ​ | ​ | 179,947 | ​ | ​ | 166,859 | ​ | ​ | 180,630 | ​ | ​ | 346,807 | ​ | ​ | 345,049 | ​
Pre-tax pre-provision adjusted operating earnings (7) | ​ | ​ | 74,553 | ​ | ​ | 73,197 | ​ | ​ | 69,205 | ​ | ​ | 147,751 | ​ | ​ | 130,476 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Key Ratios | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Earnings per common share, diluted | ​ | $ | 0.70 | ​ | $ | 0.44 | ​ | $ | 0.79 | ​ | $ | 1.13 | ​ | $ | 1.33 | ​
Return on average assets (ROA) | ​ |  | 1.10 | % |  | 0.71 | % |  | 1.27 | % |  | 0.90 | % |  | 1.08 | %
Return on average equity (ROE) | ​ |  | 9.00 | % |  | 5.97 | % |  | 10.21 | % |  | 7.51 | % |  | 8.37 | %
Return on average tangible common equity (ROTCE) (2) (3) | ​ |  | 16.11 | % |  | 10.71 | % |  | 18.93 | % |  | 13.46 | % |  | 14.97 | %
Efficiency ratio | ​ |  | 59.94 | % |  | 66.40 | % |  | 55.78 | % |  | 63.04 | % |  | 60.36 | %
Efficiency ratio (FTE) (1) | ​ | ​ | 58.72 | % |  | 64.89 | % |  | 54.68 | % |  | 61.69 | % |  | 59.15 | %
Net interest margin | ​ |  | 3.37 | % |  | 3.41 | % |  | 3.15 | % |  | 3.39 | % |  | 3.06 | %
Net interest margin (FTE) (1) | ​ |  | 3.45 | % |  | 3.50 | % |  | 3.24 | % |  | 3.47 | % |  | 3.14 | %
Yields on earning assets (FTE) (1) | ​ |  | 5.19 | % |  | 4.92 | % |  | 3.46 | % |  | 5.05 | % |  | 3.34 | %
Cost of interest-bearing liabilities | ​ |  | 2.42 | % |  | 2.02 | % |  | 0.35 | % |  | 2.22 | % |  | 0.30 | %
Cost of deposits | ​ |  | 1.61 | % |  | 1.28 | % |  | 0.15 | % |  | 1.44 | % |  | 0.13 | %
Cost of funds | ​ |  | 1.74 | % |  | 1.42 | % |  | 0.22 | % |  | 1.58 | % |  | 0.20 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating Measures (4) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Adjusted operating earnings | ​ | $ | 58,348 | ​ | $ | 50,189 | ​ | $ | 54,244 | ​ | $ | 108,537 | ​ | $ | 102,285 | ​
Adjusted operating earnings available to common shareholders | ​ | ​ | 55,381 | ​ | ​ | 47,222 | ​ | ​ | 51,277 | ​ | ​ | 102,603 | ​ | ​ | 96,351 | ​
Adjusted operating earnings per common share, diluted | ​ | $ | 0.74 | ​ | $ | 0.63 | ​ | $ | 0.69 | ​ | $ | 1.37 | ​ | $ | 1.28 | ​
Adjusted operating ROA | ​ |  | 1.16 | % |  | 1.00 | % |  | 1.10 | % |  | 1.08 | % |  | 1.04 | %
Adjusted operating ROE | ​ |  | 9.51 | % |  | 8.40 | % |  | 8.90 | % | ​ | 8.96 | % |  | 8.08 | %
Adjusted operating ROTCE (2) (3) | ​ |  | 17.03 | % |  | 15.22 | % |  | 16.47 | % |  | 16.14 | % |  | 14.45 | %
Adjusted operating efficiency ratio (FTE) (1)(6) | ​ |  | 55.30 | % |  | 56.03 | % |  | 55.88 | % |  | 55.66 | % |  | 57.34 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Per Share Data | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Earnings per common share, basic | ​ | $ | 0.70 | ​ | $ | 0.44 | ​ | $ | 0.79 | ​ | $ | 1.13 | ​ | $ | 1.33 | ​
Earnings per common share, diluted | ​ |  | 0.70 | ​ |  | 0.44 | ​ |  | 0.79 | ​ |  | 1.13 | ​ |  | 1.33 | ​
Cash dividends paid per common share | ​ |  | 0.30 | ​ |  | 0.30 | ​ |  | 0.28 | ​ |  | 0.60 | ​ |  | 0.56 | ​
Market value per share | ​ |  | 25.95 | ​ |  | 35.05 | ​ |  | 33.92 | ​ |  | 25.95 | ​ |  | 33.92 | ​
Book value per common share | ​ |  | 30.31 | ​ |  | 30.53 | ​ |  | 29.95 | ​ |  | 30.31 | ​ |  | 29.95 | ​
Tangible book value per common share (2) | ​ |  | 17.58 | ​ |  | 17.78 | ​ |  | 17.07 | ​ |  | 17.58 | ​ |  | 17.07 | ​
Price to earnings ratio, diluted | ​ |  | 9.28 | ​ |  | 19.77 | ​ |  | 10.68 | ​ |  | 11.35 | ​ |  | 12.65 | ​
Price to book value per common share ratio | ​ |  | 0.86 | ​ |  | 1.15 | ​ |  | 1.13 | ​ |  | 0.86 | ​ |  | 1.13 | ​
Price to tangible book value per common share ratio (2) | ​ |  | 1.48 | ​ |  | 1.97 | ​ |  | 1.99 | ​ |  | 1.48 | ​ |  | 1.99 | ​
Weighted average common shares outstanding, basic | ​ |  | 74,995,450 | ​ |  | 74,832,141 | ​ |  | 74,847,899 | ​ |  | 74,914,247 | ​ |  | 75,194,347 | ​
Weighted average common shares outstanding, diluted | ​ |  | 74,995,557 | ​ |  | 74,835,514 | ​ |  | 74,849,871 | ​ |  | 74,915,977 | ​ |  | 75,201,326 | ​
Common shares outstanding at end of period | ​ |  | 74,998,075 | ​ |  | 74,989,228 | ​ |  | 74,688,314 | ​ |  | 74,998,075 | ​ |  | 74,688,314 | ​

​

​

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS (UNAUDITED)

(Dollars in thousands, except share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of & For Three Months Ended |  | As of & For Six Months Ended | ​
​ |  | 06/30/23 |  | 03/31/23 |  | 06/30/22 |  | 06/30/23 | ​ | 06/30/22 |
Capital Ratios | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
Common equity Tier 1 capital ratio (5) |  | ​ | 9.86 | % | ​ | 9.91 | % | ​ | 9.96 | % | ​ | 9.86 | % | ​ | 9.96 | %
Tier 1 capital ratio (5) |  | ​ | 10.81 | % | ​ | 10.89 | % | ​ | 11.00 | % | ​ | 10.81 | % | ​ | 11.00 | %
Total capital ratio (5) |  | ​ | 13.64 | % | ​ | 13.76 | % | ​ | 13.86 | % | ​ | 13.64 | % | ​ | 13.86 | %
Leverage ratio (Tier 1 capital to average assets) (5) |  | ​ | 9.64 | % | ​ | 9.38 | % | ​ | 9.26 | % | ​ | 9.64 | % | ​ | 9.26 | %
Common equity to total assets |  | ​ | 10.96 | % | ​ | 11.31 | % | ​ | 11.32 | % | ​ | 10.96 | % | ​ | 11.32 | %
Tangible common equity to tangible assets (2) |  | ​ | 6.66 | % | ​ | 6.91 | % | ​ | 6.78 | % | ​ | 6.66 | % | ​ | 6.78 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Financial Condition |  | ​ |  |  | ​ |  |  | ​ |  | ​ | ​ |  |  | ​ |  | ​
Assets | ​ | $ | 20,602,332 | ​ | $ | 20,103,370 | ​ | $ | 19,661,799 | ​ | $ | 20,602,332 | ​ | $ | 19,661,799 | ​
LHFI (net of deferred fees and costs) | ​ |  | 15,066,930 | ​ |  | 14,584,280 | ​ |  | 13,655,408 | ​ |  | 15,066,930 | ​ |  | 13,655,408 | ​
Securities | ​ |  | 3,143,236 | ​ |  | 3,195,399 | ​ |  | 3,820,078 | ​ |  | 3,143,236 | ​ |  | 3,820,078 | ​
Earning Assets | ​ |  | 18,452,007 | ​ |  | 17,984,057 | ​ |  | 17,578,979 | ​ |  | 18,452,007 | ​ |  | 17,578,979 | ​
Goodwill | ​ |  | 925,211 | ​ |  | 925,211 | ​ |  | 925,211 | ​ |  | 925,211 | ​ |  | 925,211 | ​
Amortizable intangibles, net | ​ |  | 23,469 | ​ |  | 24,482 | ​ |  | 31,621 | ​ |  | 23,469 | ​ |  | 31,621 | ​
Deposits | ​ |  | 16,411,987 | ​ |  | 16,455,910 | ​ |  | 16,128,635 | ​ |  | 16,411,987 | ​ |  | 16,128,635 | ​
Borrowings | ​ |  | 1,320,301 | ​ |  | 798,910 | ​ |  | 797,948 | ​ |  | 1,320,301 | ​ |  | 797,948 | ​
Stockholders' equity | ​ |  | 2,424,470 | ​ |  | 2,440,236 | ​ |  | 2,391,476 | ​ |  | 2,424,470 | ​ |  | 2,391,476 | ​
Tangible common equity (2) | ​ |  | 1,309,433 | ​ |  | 1,324,186 | ​ |  | 1,268,287 | ​ |  | 1,309,433 | ​ |  | 1,268,287 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
LHFI, net of deferred fees and costs | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​
Construction and land development | ​ | $ | 1,231,720 | ​ | $ | 1,179,872 | ​ | $ | 988,379 | ​ | $ | 1,231,720 | ​ | $ | 988,379 | ​
Commercial real estate - owner occupied | ​ |  | 1,952,189 | ​ |  | 1,956,585 | ​ |  | 1,965,702 | ​ |  | 1,952,189 | ​ |  | 1,965,702 | ​
Commercial real estate - non-owner occupied | ​ |  | 4,113,318 | ​ |  | 3,968,085 | ​ |  | 3,860,819 | ​ |  | 4,113,318 | ​ |  | 3,860,819 | ​
Multifamily real estate | ​ |  | 788,895 | ​ |  | 822,006 | ​ |  | 762,502 | ​ |  | 788,895 | ​ |  | 762,502 | ​
Commercial & Industrial | ​ |  | 3,373,148 | ​ |  | 3,082,478 | ​ |  | 2,595,891 | ​ |  | 3,373,148 | ​ |  | 2,595,891 | ​
Residential 1-4 Family - Commercial | ​ |  | 518,317 | ​ |  | 522,760 | ​ |  | 553,771 | ​ |  | 518,317 | ​ |  | 553,771 | ​
Residential 1-4 Family - Consumer | ​ |  | 1,017,698 | ​ |  | 974,511 | ​ |  | 865,174 | ​ |  | 1,017,698 | ​ |  | 865,174 | ​
Residential 1-4 Family - Revolving | ​ |  | 600,339 | ​ |  | 589,791 | ​ |  | 583,073 | ​ |  | 600,339 | ​ |  | 583,073 | ​
Auto | ​ |  | 585,756 | ​ |  | 600,658 | ​ |  | 525,301 | ​ |  | 585,756 | ​ |  | 525,301 | ​
Consumer | ​ |  | 134,709 | ​ |  | 145,090 | ​ |  | 180,045 | ​ |  | 134,709 | ​ |  | 180,045 | ​
Other Commercial | ​ |  | 750,841 | ​ |  | 742,444 | ​ |  | 774,751 | ​ |  | 750,841 | ​ |  | 774,751 | ​
Total LHFI | ​ | $ | 15,066,930 | ​ | $ | 14,584,280 | ​ | $ | 13,655,408 | ​ | $ | 15,066,930 | ​ | $ | 13,655,408 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Deposits | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​
Interest checking accounts | ​ | $ | 4,824,192 | ​ | $ | 4,714,366 | ​ | $ | 3,943,303 | ​ | $ | 4,824,192 | ​ | $ | 3,943,303 | ​
Money market accounts | ​ |  | 3,413,936 | ​ |  | 3,547,514 | ​ |  | 3,956,046 | ​ |  | 3,413,936 | ​ |  | 3,956,046 | ​
Savings accounts | ​ |  | 986,081 | ​ |  | 1,047,914 | ​ |  | 1,165,577 | ​ |  | 986,081 | ​ |  | 1,165,577 | ​
Customer time deposits of $250,000 and over | ​ |  | 578,739 | ​ |  | 541,447 | ​ |  | 335,706 | ​ |  | 578,739 | ​ |  | 335,706 | ​
Other customer time deposits | ​ | ​ | 1,813,031 | ​ | ​ | 1,648,747 | ​ | ​ | 1,308,493 | ​ | ​ | 1,813,031 | ​ | ​ | 1,308,493 | ​
Time deposits | ​ |  | 2,391,770 | ​ |  | 2,190,194 | ​ |  | 1,644,199 | ​ |  | 2,391,770 | ​ |  | 1,644,199 | ​
Total interest-bearing customer deposits | ​ | ​ | 11,615,979 | ​ | ​ | 11,499,988 | ​ | ​ | 10,709,125 | ​ | ​ | 11,615,979 | ​ | ​ | 10,709,125 | ​
Brokered deposits | ​ | ​ | 485,702 | ​ | ​ | 377,913 | ​ | ​ | 57,972 | ​ | ​ | 485,702 | ​ | ​ | 57,972 | ​
Total interest-bearing deposits | ​ | $ | 12,101,681 | ​ | $ | 11,877,901 | ​ | $ | 10,767,097 | ​ | $ | 12,101,681 | ​ | $ | 10,767,097 | ​
Demand deposits | ​ |  | 4,310,306 | ​ |  | 4,578,009 | ​ |  | 5,361,538 | ​ |  | 4,310,306 | ​ |  | 5,361,538 | ​
Total deposits | ​ | $ | 16,411,987 | ​ | $ | 16,455,910 | ​ | $ | 16,128,635 | ​ | $ | 16,411,987 | ​ | $ | 16,128,635 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Averages | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​
Assets | ​ | $ | 20,209,687 | ​ | $ | 20,384,351 | ​ | $ | 19,719,402 | ​ | $ | 20,296,536 | ​ | $ | 19,819,330 | ​
LHFI (net of deferred fees and costs) | ​ |  | 14,746,218 | ​ |  | 14,505,611 | ​ |  | 13,525,529 | ​ |  | 14,626,579 | ​ |  | 13,413,780 | ​
Loans held for sale | ​ |  | 14,413 | ​ |  | 5,876 | ​ |  | 20,634 | ​ |  | 10,168 | ​ |  | 17,652 | ​
Securities | ​ |  | 3,176,662 | ​ |  | 3,467,561 | ​ |  | 3,930,912 | ​ |  | 3,321,308 | ​ |  | 4,064,007 | ​
Earning assets | ​ |  | 18,091,809 | ​ |  | 18,238,088 | ​ |  | 17,646,470 | ​ |  | 18,164,545 | ​ |  | 17,765,085 | ​
Deposits | ​ |  | 16,280,154 | ​ |  | 16,417,212 | ​ |  | 16,191,056 | ​ |  | 16,348,304 | ​ |  | 16,351,822 | ​
Time deposits | ​ |  | 2,500,966 | ​ |  | 2,291,530 | ​ |  | 1,667,378 | ​ |  | 2,396,827 | ​ |  | 1,716,743 | ​
Interest-bearing deposits | ​ |  | 11,903,004 | ​ |  | 11,723,865 | ​ |  | 10,824,465 | ​ |  | 11,813,929 | ​ |  | 11,054,095 | ​
Borrowings | ​ |  | 1,071,171 | ​ |  | 1,122,244 | ​ |  | 765,886 | ​ |  | 1,096,567 | ​ |  | 639,506 | ​
Interest-bearing liabilities | ​ |  | 12,974,175 | ​ |  | 12,846,109 | ​ |  | 11,590,351 | ​ |  | 12,910,496 | ​ |  | 11,693,601 | ​
Stockholders' equity | ​ |  | 2,460,741 | ​ |  | 2,423,600 | ​ |  | 2,445,045 | ​ |  | 2,442,273 | ​ |  | 2,552,418 | ​
Tangible common equity (2) | ​ |  | 1,345,426 | ​ |  | 1,306,445 | ​ |  | 1,304,536 | ​ |  | 1,326,043 | ​ |  | 1,410,342 | ​

​

​

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS (UNAUDITED)

(Dollars in thousands, except share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of & For Three Months Ended |  | As of & For Six Months Ended | ​
​ |  | 06/30/23 |  | 03/31/23 |  | 06/30/22 |  | 06/30/23 | ​ | 06/30/22 |
Asset Quality | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
Allowance for Credit Losses (ACL) |  | ​ |  |  | ​ |  |  | ​ |  | ​ | ​ |  |  | ​ |  | ​
Beginning balance, Allowance for loan and lease losses (ALLL) | ​ | $ | 116,512 | ​ | $ | 110,768 | ​ | $ | 102,591 | ​ | $ | 110,768 | ​ | $ | 99,787 | ​
Add: Recoveries | ​ |  | 1,035 | ​ |  | 1,167 | ​ |  | 1,018 | ​ |  | 2,202 | ​ |  | 2,531 | ​
Less: Charge-offs | ​ |  | 2,602 | ​ |  | 5,726 | ​ |  | 1,957 | ​ |  | 8,328 | ​ |  | 3,466 | ​
Add: Provision for loan losses | ​ |  | 5,738 | ​ |  | 10,303 | ​ |  | 2,532 | ​ |  | 16,041 | ​ |  | 5,332 | ​
Ending balance, ALLL | ​ | $ | 120,683 | ​ | $ | 116,512 | ​ | $ | 104,184 | ​ | $ | 120,683 | ​ | $ | 104,184 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Beginning balance, Reserve for unfunded commitment (RUC) | ​ | $ | 15,199 | ​ | $ | 13,675 | ​ | $ | 8,000 | ​ | $ | 13,675 | ​ | $ | 8,000 | ​
Add: Provision for unfunded commitments | ​ | ​ | 349 | ​ | ​ | 1,524 | ​ | ​ | 1,000 | ​ | ​ | 1,873 | ​ | ​ | 1,000 | ​
Ending balance, RUC | ​ | $ | 15,548 | ​ | $ | 15,199 | ​ | $ | 9,000 | ​ | $ | 15,548 | ​ | $ | 9,000 | ​
Total ACL | ​ | $ | 136,231 | ​ | $ | 131,711 | ​ | $ | 113,184 | ​ | $ | 136,231 | ​ | $ | 113,184 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
ACL / total LHFI | ​ | ​ | 0.90 | % | ​ | 0.90 | % | ​ | 0.83 | % | ​ | 0.90 | % | ​ | 0.83 | %
ALLL / total LHFI | ​ |  | 0.80 | % |  | 0.80 | % |  | 0.76 | % |  | 0.80 | % |  | 0.76 | %
Net charge-offs / total average LHFI | ​ |  | 0.04 | % |  | 0.13 | % |  | 0.03 | % |  | 0.08 | % |  | 0.01 | %
Provision for loan losses/ total average LHFI | ​ |  | 0.16 | % |  | 0.29 | % |  | 0.08 | % |  | 0.22 | % |  | 0.08 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Nonperforming Assets | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​
Construction and land development | ​ | $ | 284 | ​ | $ | 363 | ​ | $ | 581 | ​ | $ | 284 | ​ | $ | 581 | ​
Commercial real estate - owner occupied | ​ |  | 3,978 | ​ |  | 6,174 | ​ |  | 4,996 | ​ |  | 3,978 | ​ |  | 4,996 | ​
Commercial real estate - non-owner occupied | ​ |  | 6,473 | ​ |  | 1,481 | ​ |  | 3,301 | ​ |  | 6,473 | ​ |  | 3,301 | ​
Commercial & Industrial | ​ |  | 2,738 | ​ |  | 4,815 | ​ |  | 2,728 | ​ |  | 2,738 | ​ |  | 2,728 | ​
Residential 1-4 Family - Commercial | ​ |  | 1,844 | ​ |  | 1,907 | ​ |  | 2,031 | ​ |  | 1,844 | ​ |  | 2,031 | ​
Residential 1-4 Family - Consumer | ​ |  | 10,033 | ​ |  | 10,540 | ​ |  | 12,084 | ​ |  | 10,033 | ​ |  | 12,084 | ​
Residential 1-4 Family - Revolving | ​ |  | 3,461 | ​ |  | 3,449 | ​ |  | 3,069 | ​ |  | 3,461 | ​ |  | 3,069 | ​
Auto | ​ |  | 291 | ​ |  | 347 | ​ |  | 279 | ​ |  | 291 | ​ |  | 279 | ​
Consumer | ​ | ​ | 3 | ​ | ​ | 6 | ​ | ​ | 1 | ​ | ​ | 3 | ​ | ​ | 1 | ​
Nonaccrual loans | ​ | $ | 29,105 | ​ | $ | 29,082 | ​ | $ | 29,070 | ​ | $ | 29,105 | ​ | $ | 29,070 | ​
Foreclosed property | ​ |  | 50 | ​ |  | 29 | ​ |  | 2,065 | ​ |  | 50 | ​ |  | 2,065 | ​
Total nonperforming assets (NPAs) | ​ | $ | 29,155 | ​ | $ | 29,111 | ​ | $ | 31,135 | ​ | $ | 29,155 | ​ | $ | 31,135 | ​
Construction and land development | ​ | $ | 24 | ​ | $ | 249 | ​ | $ | 1 | ​ | $ | 24 | ​ | $ | 1 | ​
Commercial real estate - owner occupied | ​ |  | 2,463 | ​ |  | 2,133 | ​ |  | 792 | ​ |  | 2,463 | ​ |  | 792 | ​
Commercial real estate - non-owner occupied | ​ | ​ | 2,763 | ​ | ​ | 1,032 | ​ | ​ | 642 | ​ | ​ | 2,763 | ​ | ​ | 642 | ​
Commercial & Industrial | ​ |  | 810 | ​ |  | 633 | ​ |  | 322 | ​ |  | 810 | ​ |  | 322 | ​
Residential 1-4 Family - Commercial | ​ |  | 693 | ​ |  | 232 | ​ |  | 184 | ​ |  | 693 | ​ |  | 184 | ​
Residential 1-4 Family - Consumer | ​ |  | 1,716 | ​ |  | 859 | ​ |  | 1,112 | ​ |  | 1,716 | ​ |  | 1,112 | ​
Residential 1-4 Family - Revolving | ​ |  | 1,259 | ​ |  | 1,766 | ​ |  | 997 | ​ |  | 1,259 | ​ |  | 997 | ​
Auto | ​ |  | 243 | ​ |  | 137 | ​ |  | 134 | ​ |  | 243 | ​ |  | 134 | ​
Consumer | ​ |  | 74 | ​ |  | 137 | ​ |  | 79 | ​ |  | 74 | ​ |  | 79 | ​
Other Commercial | ​ | ​ | 66 | ​ | ​ | 66 | ​ | ​ | 329 | ​ | ​ | 66 | ​ | ​ | 329 | ​
LHFI ≥ 90 days and still accruing | ​ | $ | 10,111 | ​ | $ | 7,244 | ​ | $ | 4,592 | ​ | $ | 10,111 | ​ | $ | 4,592 | ​
Total NPAs and LHFI ≥ 90 days | ​ | $ | 39,266 | ​ | $ | 36,355 | ​ | $ | 35,727 | ​ | $ | 39,266 | ​ | $ | 35,727 | ​
NPAs / total LHFI | ​ | ​ | 0.19 | % |  | 0.20 | % |  | 0.23 | % |  | 0.19 | % |  | 0.23 | %
NPAs / total assets | ​ |  | 0.14 | % |  | 0.14 | % |  | 0.16 | % |  | 0.14 | % |  | 0.16 | %
ALLL / nonaccrual loans | ​ |  | 414.65 | % |  | 400.63 | % |  | 358.39 | % |  | 414.65 | % |  | 358.39 | %
ALLL/ nonperforming assets | ​ |  | 413.94 | % |  | 400.23 | % |  | 334.62 | % |  | 413.94 | % |  | 334.62 | %

​

​

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS (UNAUDITED)

(Dollars in thousands, except share data)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of & For Three Months Ended |  | As of & For Six Months Ended | ​
​ |  | 06/30/23 |  | 03/31/23 |  | 06/30/22 |  | 06/30/23 | ​ | 06/30/22 |
Past Due Detail | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
Construction and land development | ​ | $ | 295 | ​ | $ | 815 | ​ | $ | 645 | ​ | $ | 295 | ​ | $ | 645 | ​
Commercial real estate - owner occupied | ​ |  | 602 | ​ |  | 2,251 | ​ |  | 1,374 | ​ |  | 602 | ​ |  | 1,374 | ​
Commercial real estate - non-owner occupied | ​ |  | — | ​ |  | 52 | ​ |  | 511 | ​ |  | — | ​ |  | 511 | ​
Commercial & Industrial | ​ |  | 254 | ​ |  | 981 | ​ |  | 2,581 | ​ |  | 254 | ​ |  | 2,581 | ​
Residential 1-4 Family - Commercial | ​ |  | 1,076 | ​ |  | 1,399 | ​ |  | 1,944 | ​ |  | 1,076 | ​ |  | 1,944 | ​
Residential 1-4 Family - Consumer | ​ |  | 1,504 | ​ |  | 11,579 | ​ |  | 594 | ​ |  | 1,504 | ​ |  | 594 | ​
Residential 1-4 Family - Revolving | ​ |  | 1,729 | ​ |  | 1,384 | ​ |  | 1,368 | ​ |  | 1,729 | ​ |  | 1,368 | ​
Auto | ​ |  | 2,877 | ​ |  | 2,026 | ​ |  | 1,841 | ​ |  | 2,877 | ​ |  | 1,841 | ​
Consumer | ​ | ​ | 334 | ​ | ​ | 295 | ​ | ​ | 361 | ​ | ​ | 334 | ​ | ​ | 361 | ​
Other Commercial | ​ | ​ | 23 | ​ | ​ | — | ​ | ​ | 11 | ​ | ​ | 23 | ​ | ​ | 11 | ​
LHFI 30-59 days past due | ​ | $ | 8,694 | ​ | $ | 20,782 | ​ | $ | 11,230 | ​ | $ | 8,694 | ​ | $ | 11,230 | ​
Commercial real estate - owner occupied | ​ |  | 10 | ​ |  | 798 | ​ |  | 807 | ​ |  | 10 | ​ |  | 807 | ​
Commercial & Industrial | ​ |  | 400 | ​ |  | 61 | ​ |  | 546 | ​ |  | 400 | ​ |  | 546 | ​
Residential 1-4 Family - Commercial | ​ |  | 189 | ​ |  | 271 | ​ |  | 474 | ​ |  | 189 | ​ |  | 474 | ​
Residential 1-4 Family - Consumer | ​ |  | 2,813 | ​ |  | 158 | ​ |  | 1,646 | ​ |  | 2,813 | ​ |  | 1,646 | ​
Residential 1-4 Family - Revolving | ​ |  | 1,114 | ​ |  | 1,069 | ​ |  | 731 | ​ |  | 1,114 | ​ |  | 731 | ​
Auto | ​ |  | 564 | ​ |  | 295 | ​ |  | 213 | ​ |  | 564 | ​ |  | 213 | ​
Consumer | ​ | ​ | 214 | ​ | ​ | 176 | ​ | ​ | 210 | ​ | ​ | 214 | ​ | ​ | 210 | ​
LHFI 60-89 days past due | ​ | $ | 5,304 | ​ | $ | 2,828 | ​ | $ | 4,627 | ​ | $ | 5,304 | ​ | $ | 4,627 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Past Due and still accruing | ​ | $ | 24,109 | ​ | $ | 30,854 | ​ | $ | 20,449 | ​ | $ | 24,109 | ​ | $ | 20,449 | ​
Past Due and still accruing / total LHFI | ​ | ​ | 0.16 | % | ​ | 0.21 | % | ​ | 0.15 | % | ​ | 0.16 | % | ​ | 0.15 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Alternative Performance Measures (non-GAAP) | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​
Net interest income (FTE) (1) | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​
Net interest income (GAAP) | ​ | $ | 152,084 | ​ | $ | 153,443 | ​ | $ | 138,767 | ​ | $ | 305,528 | ​ | $ | 269,698 | ​
FTE adjustment | ​ |  | 3,666 | ​ |  | 3,788 | ​ |  | 3,577 | ​ |  | 7,455 | ​ |  | 6,912 | ​
Net interest income (FTE) (non-GAAP) | ​ | $ | 155,750 | ​ | $ | 157,231 | ​ | $ | 142,344 | ​ | $ | 312,983 | ​ | $ | 276,610 | ​
Noninterest income (GAAP) | ​ | ​ | 24,197 | ​ | ​ | 9,628 | ​ | ​ | 38,286 | ​ | ​ | 33,824 | ​ | ​ | 68,439 | ​
Total revenue (FTE) (non-GAAP) | ​ | $ | 179,947 | ​ | $ | 166,859 | ​ | $ | 180,630 | ​ | $ | 346,807 | ​ | $ | 345,049 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Average earning assets | ​ | $ | 18,091,809 | ​ | $ | 18,238,088 | ​ | $ | 17,646,470 | ​ | $ | 18,164,545 | ​ | $ | 17,765,085 | ​
Net interest margin | ​ |  | 3.37 | % |  | 3.41 | % |  | 3.15 | % |  | 3.39 | % |  | 3.06 | %
Net interest margin (FTE) | ​ |  | 3.45 | % |  | 3.50 | % |  | 3.24 | % |  | 3.47 | % |  | 3.14 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Tangible Assets (2) | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​
Ending assets (GAAP) | ​ | $ | 20,602,332 | ​ | $ | 20,103,370 | ​ | $ | 19,661,799 | ​ | $ | 20,602,332 | ​ | $ | 19,661,799 | ​
Less: Ending goodwill | ​ |  | 925,211 | ​ |  | 925,211 | ​ |  | 925,211 | ​ |  | 925,211 | ​ |  | 925,211 | ​
Less: Ending amortizable intangibles | ​ |  | 23,469 | ​ |  | 24,482 | ​ |  | 31,621 | ​ |  | 23,469 | ​ |  | 31,621 | ​
Ending tangible assets (non-GAAP) | ​ | $ | 19,653,652 | ​ | $ | 19,153,677 | ​ | $ | 18,704,967 | ​ | $ | 19,653,652 | ​ | $ | 18,704,967 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Tangible Common Equity (2) | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​
Ending equity (GAAP) | ​ | $ | 2,424,470 | ​ | $ | 2,440,236 | ​ | $ | 2,391,476 | ​ | $ | 2,424,470 | ​ | $ | 2,391,476 | ​
Less: Ending goodwill | ​ |  | 925,211 | ​ |  | 925,211 | ​ |  | 925,211 | ​ |  | 925,211 | ​ |  | 925,211 | ​
Less: Ending amortizable intangibles | ​ |  | 23,469 | ​ |  | 24,482 | ​ |  | 31,621 | ​ |  | 23,469 | ​ |  | 31,621 | ​
Less: Perpetual preferred stock | ​ | ​ | 166,357 | ​ | ​ | 166,357 | ​ | ​ | 166,357 | ​ | ​ | 166,357 | ​ | ​ | 166,357 | ​
Ending tangible common equity (non-GAAP) | ​ | $ | 1,309,433 | ​ | $ | 1,324,186 | ​ | $ | 1,268,287 | ​ | $ | 1,309,433 | ​ | $ | 1,268,287 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Average equity (GAAP) | ​ | $ | 2,460,741 | ​ | $ | 2,423,600 | ​ | $ | 2,445,045 | ​ | $ | 2,442,273 | ​ | $ | 2,552,418 | ​
Less: Average goodwill | ​ |  | 925,211 | ​ |  | 925,211 | ​ |  | 935,446 | ​ |  | 925,211 | ​ |  | 935,503 | ​
Less: Average amortizable intangibles | ​ |  | 23,748 | ​ |  | 25,588 | ​ |  | 38,707 | ​ |  | 24,663 | ​ |  | 40,217 | ​
Less: Average perpetual preferred stock | ​ | ​ | 166,356 | ​ | ​ | 166,356 | ​ | ​ | 166,356 | ​ | ​ | 166,356 | ​ | ​ | 166,356 | ​
Average tangible common equity (non-GAAP) | ​ | $ | 1,345,426 | ​ | $ | 1,306,445 | ​ | $ | 1,304,536 | ​ | $ | 1,326,043 | ​ | $ | 1,410,342 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
ROTCE (2)(3) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net income available to common shareholders (GAAP) | ​ | $ | 52,274 | ​ | $ | 32,686 | ​ | $ | 59,259 | ​ | $ | 84,960 | ​ | $ | 99,982 | ​
Plus: Amortization of intangibles, tax effected | ​ | ​ | 1,751 | ​ | ​ | 1,800 | ​ | ​ | 2,303 | ​ | ​ | 3,550 | ​ | ​ | 4,704 | ​
Net income available to common shareholders before amortization of intangibles (non-GAAP) | ​ | $ | 54,025 | ​ | $ | 34,486 | ​ | $ | 61,562 | ​ | $ | 88,510 | ​ | $ | 104,686 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Return on average tangible common equity (ROTCE) | ​ | ​ | 16.11 | % | ​ | 10.71 | % | ​ | 18.93 | % | ​ | 13.46 | % | ​ | 14.97 | %

​

​

​

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS (UNAUDITED)

(Dollars in thousands, except share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of & For Three Months Ended |  | As of & For Six Months Ended | ​
​ |  | 06/30/23 |  | 03/31/23 |  | 06/30/22 |  | 06/30/23 |  | 06/30/22 |
Operating Measures (4) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net income (GAAP) | ​ | $ | 55,241 | ​ | $ | 35,653 | ​ | $ | 62,226 | ​ | $ | 90,894 | ​ | $ | 105,916 | ​
Plus: Strategic cost saving initiatives, net of tax | ​ | ​ | 3,109 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 3,109 | ​ | ​ | — | ​
Plus: Legal reserve, net of tax | ​ | ​ | — | ​ | ​ | 3,950 | ​ | ​ | — | ​ | ​ | 3,950 | ​ | ​ | — | ​
Plus: Strategic branch closing and facility consolidation costs, net of tax | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4,351 | ​
Less: Gain (loss) on sale of securities, net of tax | ​ | ​ | 2 | ​ | ​ | (10,586) | ​ | ​ | (2) | ​ | ​ | (10,584) | ​ | ​ | (2) | ​
Less: Gain on sale of DHFB, net of tax | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 7,984 | ​ | ​ | — | ​ | ​ | 7,984 | ​
Adjusted operating earnings (non-GAAP) | ​ | ​ | 58,348 | ​ | ​ | 50,189 | ​ | ​ | 54,244 | ​ | ​ | 108,537 | ​ | ​ | 102,285 | ​
Less: Dividends on preferred stock | ​ | ​ | 2,967 | ​ | ​ | 2,967 | ​ | ​ | 2,967 | ​ | ​ | 5,934 | ​ | ​ | 5,934 | ​
Adjusted operating earnings available to common shareholders (non-GAAP) | ​ | $ | 55,381 | ​ | $ | 47,222 | ​ | $ | 51,277 | ​ | $ | 102,603 | ​ | $ | 96,351 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Noninterest expense (GAAP) | ​ | $ | 105,661 | ​ | $ | 108,274 | ​ | $ | 98,768 | ​ | $ | 213,934 | ​ | $ | 204,089 | ​
Less: Amortization of intangible assets | ​ |  | 2,216 | ​ |  | 2,279 | ​ |  | 2,915 | ​ |  | 4,494 | ​ |  | 5,954 | ​
Less: Strategic cost saving initiatives | ​ | ​ | 3,935 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 3,935 | ​ | ​ | — | ​
Less: Legal reserve | ​ | ​ | — | ​ | ​ | 5,000 | ​ | ​ | — | ​ | ​ | 5,000 | ​ | ​ | — | ​
Less: Strategic branch closing and facility consolidation costs | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5,508 | ​
Adjusted operating noninterest expense (non-GAAP) | ​ | $ | 99,510 | ​ | $ | 100,995 | ​ | $ | 95,853 | ​ | $ | 200,505 | ​ | $ | 192,627 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Noninterest income (GAAP) | ​ | $ | 24,197 | ​ | $ | 9,628 | ​ | $ | 38,286 | ​ | $ | 33,824 | ​ | $ | 68,439 | ​
Less: Gain (loss) on sale of securities | ​ | ​ | 2 | ​ | ​ | (13,400) | ​ | ​ | (2) | ​ | ​ | (13,398) | ​ | ​ | (2) | ​
Less: Gain on sale of DHFB | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 9,082 | ​ | ​ | — | ​ | ​ | 9,082 | ​
Adjusted operating noninterest income (non-GAAP) | ​ | $ | 24,195 | ​ | $ | 23,028 | ​ | $ | 29,206 | ​ | $ | 47,222 | ​ | $ | 59,359 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net interest income (FTE) (non-GAAP) (1) | ​ | $ | 155,750 | ​ | $ | 157,231 | ​ | $ | 142,344 | ​ | $ | 312,983 | ​ | $ | 276,610 | ​
Adjusted operating noninterest income (non-GAAP) | ​ |  | 24,195 | ​ |  | 23,028 | ​ |  | 29,206 | ​ |  | 47,222 | ​ |  | 59,359 | ​
Total adjusted revenue (FTE) (non-GAAP) (1) | ​ | $ | 179,945 | ​ | $ | 180,259 | ​ | $ | 171,550 | ​ | $ | 360,205 | ​ | $ | 335,969 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Efficiency ratio | ​ |  | 59.94 | % |  | 66.40 | % |  | 55.78 | % |  | 63.04 | % |  | 60.36 | %
Efficiency ratio (FTE) (1) | ​ | ​ | 58.72 | % |  | 64.89 | % |  | 54.68 | % |  | 61.69 | % |  | 59.15 | %
Adjusted operating efficiency ratio (FTE) (1)(6) | ​ |  | 55.30 | % |  | 56.03 | % |  | 55.88 | % |  | 55.66 | % |  | 57.34 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating ROA & ROE (4) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Adjusted operating earnings (non-GAAP) | ​ | $ | 58,348 | ​ | $ | 50,189 | ​ | $ | 54,244 | ​ | $ | 108,537 | ​ | $ | 102,285 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Average assets (GAAP) | ​ | $ | 20,209,687 | ​ | $ | 20,384,351 | ​ | $ | 19,719,402 | ​ | $ | 20,296,536 | ​ | $ | 19,819,330 | ​
Return on average assets (ROA) (GAAP) | ​ | ​ | 1.10 | % | ​ | 0.71 | % | ​ | 1.27 | % | ​ | 0.90 | % | ​ | 1.08 | %
Adjusted operating return on average assets (ROA) (non-GAAP) | ​ | ​ | 1.16 | % | ​ | 1.00 | % | ​ | 1.10 | % | ​ | 1.08 | % | ​ | 1.04 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Average equity (GAAP) | ​ | $ | 2,460,741 | ​ | $ | 2,423,600 | ​ | $ | 2,445,045 | ​ | $ | 2,442,273 | ​ | $ | 2,552,418 | ​
Return on average equity (ROE) (GAAP) | ​ | ​ | 9.00 | % | ​ | 5.97 | % | ​ | 10.21 | % | ​ | 7.51 | % | ​ | 8.37 | %
Adjusted operating return on average equity (ROE) (non-GAAP) | ​ | ​ | 9.51 | % | ​ | 8.40 | % | ​ | 8.90 | % | ​ | 8.96 | % | ​ | 8.08 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating ROTCE (2)(3)(4) | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​
Adjusted operating earnings available to common shareholders (non-GAAP) | ​ | $ | 55,381 | ​ | $ | 47,222 | ​ | $ | 51,277 | ​ | $ | 102,603 | ​ | $ | 96,351 | ​
Plus: Amortization of intangibles, tax effected | ​ |  | 1,751 | ​ |  | 1,800 | ​ |  | 2,303 | ​ |  | 3,550 | ​ |  | 4,704 | ​
Adjusted operating earnings available to common shareholders before amortization of intangibles (non-GAAP) | ​ | $ | 57,132 | ​ | $ | 49,022 | ​ | $ | 53,580 | ​ | $ | 106,153 | ​ | $ | 101,055 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Average tangible common equity (non-GAAP) | ​ | $ | 1,345,426 | ​ | $ | 1,306,445 | ​ | $ | 1,304,536 | ​ | $ | 1,326,043 | ​ | $ | 1,410,342 | ​
Adjusted operating return on average tangible common equity (non-GAAP) | ​ |  | 17.03 | % |  | 15.22 | % |  | 16.47 | % |  | 16.14 | % |  | 14.45 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pre-tax pre-provision adjusted operating earnings (7) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net income (GAAP) | ​ | $ | 55,241 | ​ | $ | 35,653 | ​ | $ | 62,226 | ​ | $ | 90,894 | ​ | $ | 105,916 | ​
Plus: Provision for credit losses | ​ | ​ | 6,069 | ​ | ​ | 11,850 | ​ | ​ | 3,559 | ​ | ​ | 17,920 | ​ | ​ | 6,359 | ​
Plus: Income tax expense | ​ | ​ | 9,310 | ​ | ​ | 7,294 | ​ | ​ | 12,500 | ​ | ​ | 16,604 | ​ | ​ | 21,773 | ​
Plus: Strategic cost saving initiatives | ​ | ​ | 3,935 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 3,935 | ​ | ​ | — | ​
Plus: Legal reserve | ​ | ​ | — | ​ | ​ | 5,000 | ​ | ​ | — | ​ | ​ | 5,000 | ​ | ​ | — | ​
Plus: Strategic branch closing and facility consolidation costs | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5,508 | ​
Less: Gain (loss) on sale of securities | ​ | ​ | 2 | ​ | ​ | (13,400) | ​ | ​ | (2) | ​ | ​ | (13,398) | ​ | ​ | (2) | ​
Less: Gain on sale of DHFB | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 9,082 | ​ | ​ | — | ​ | ​ | 9,082 | ​
Pre-tax pre-provision adjusted operating earnings (non-GAAP) | ​ | $ | 74,553 | ​ | $ | 73,197 | ​ | $ | 69,205 | ​ | $ | 147,751 | ​ | $ | 130,476 | ​
Less: Dividends on preferred stock | ​ | ​ | 2,967 | ​ | ​ | 2,967 | ​ | ​ | 2,967 | ​ | ​ | 5,934 | ​ | ​ | 5,934 | ​
Pre-tax pre-provision adjusted operating earnings available to common shareholders (non-GAAP) | ​ | $ | 71,586 | ​ | $ | 70,230 | ​ | $ | 66,238 | ​ | $ | 141,817 | ​ | $ | 124,542 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted average common shares outstanding, diluted | ​ | ​ | 74,995,557 | ​ | ​ | 74,835,514 | ​ | ​ | 74,849,871 | ​ | ​ | 74,915,977 | ​ | ​ | 75,201,326 | ​
Pre-tax pre-provision earnings per common share, diluted | ​ | $ | 0.95 | ​ | $ | 0.94 | ​ | $ | 0.88 | ​ | $ | 1.89 | ​ | $ | 1.66 | ​

​

​

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS (UNAUDITED)

(Dollars in thousands, except share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of & For Three Months Ended |  | As of & For Six Months Ended | ​
​ |  | 06/30/23 |  | 03/31/23 |  | 06/30/22 |  | 06/30/23 |  | 06/30/22 | ​
Mortgage Origination Held for Sale Volume | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​
Refinance Volume | ​ | $ | 4,076 | ​ | $ | 3,452 | ​ | $ | 14,916 | ​ | $ | 7,528 | ​ | $ | 48,116 | ​
Purchase Volume | ​ |  | 32,168 | ​ |  | 32,192 | ​ |  | 84,551 | ​ |  | 64,361 | ​ |  | 142,846 | ​
Total Mortgage loan originations held for sale | ​ | $ | 36,244 | ​ | $ | 35,644 | ​ | $ | 99,467 | ​ | $ | 71,889 | ​ | $ | 190,962 | ​
% of originations held for sale that are refinances | ​ |  | 11.2 | % |  | 9.7 | % |  | 15.0 | % |  | 10.5 | % |  | 25.2 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Wealth | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​
Assets under management | ​ | $ | 4,774,501 | ​ | $ | 4,494,268 | ​ | $ | 4,415,537 | ​ | $ | 4,774,501 | ​ | $ | 4,415,537 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other Data | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​
End of period full-time employees | ​ |  | 1,878 | ​ |  | 1,840 | ​ |  | 1,856 | ​ |  | 1,878 | ​ |  | 1,856 | ​
Number of full-service branches | ​ |  | 109 | ​ |  | 109 | ​ |  | 114 | ​ |  | 109 | ​ |  | 114 | ​
Number of automatic transaction machines ("ATMs") | ​ |  | 123 | ​ |  | 127 | ​ |  | 131 | ​ |  | 123 | ​ |  | 131 | ​

​

(1) | These are non-GAAP financial measures. The Company believes net interest income (FTE), total revenue (FTE), and total adjusted revenue (FTE), which are used in computing net interest margin (FTE), efficiency ratio (FTE) and adjusted operating efficiency ratio (FTE), provide valuable additional insight into the net interest margin and the efficiency ratio by adjusting for differences in tax treatment of interest income sources. The entire FTE adjustment is attributable to interest income on earning assets, which is used in computing yield on earning assets. Interest expense and the related cost of interest-bearing liabilities and cost of funds ratios are not affected by the FTE components.

(2) | These are non-GAAP financial measures. Tangible assets and tangible common equity are used in the calculation of certain profitability, capital, and per share ratios. The Company believes tangible assets, tangible common equity and the related ratios are meaningful measures of capital adequacy because they provide a meaningful base for period-to-period and company-to-company comparisons, which the Company believes will assist investors in assessing the capital of the Company and its ability to absorb potential losses. The Company believes tangible common equity is an important indication of its ability to grow organically and through business combinations as well as its ability to pay dividends and to engage in various capital management strategies.

(3) | These are non-GAAP financial measures. The Company believes that ROTCE is a meaningful supplement to GAAP financial measures and is useful to investors because it measures the performance of a business consistently across time without regard to whether components of the business were acquired or developed internally.

(4)
(4) These are non-GAAP financial measures. Adjusted operating measures exclude, as applicable, gain (loss) on sale of securities, a legal reserve associated with an ongoing regulatory matter previously disclosed, strategic cost saving initiatives (principally composed of severance charges related to headcount reductions and charges for exiting leases), gain on sale of DHFB, as well as strategic branch closure initiatives and related facility consolidation costs (principally composed of real estate, leases and other assets write downs, as well as severance and expense reduction initiatives). The Company believes these non-GAAP adjusted measures provide investors with important information about the continuing economic results of the organization’s operations.

(5) | All ratios at June 30, 2023 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed.

(6) | The adjusted operating efficiency ratio (FTE) excludes, as applicable, the amortization of intangible assets, gain (loss) on sale of securities, a legal reserve associated with an ongoing regulatory matter previously disclosed, strategic cost saving initiatives, gain on sale of DHFB, as well as strategic branch closure initiatives and related facility consolidation costs. This measure is similar to the measure utilized by the Company when analyzing corporate performance and is also similar to the measure utilized for incentive compensation. The Company believes this adjusted measure provides investors with important information about the continuing economic results of the organization’s operations.

(7) | These are non-GAAP financial measures. Pre-tax pre-provision adjusted earnings excludes, as applicable, the provision for credit losses, which can fluctuate significantly from period-to-period under the CECL methodology, income tax expense, gain (loss) on sale of securities, a legal reserve associated with an ongoing regulatory matter previously disclosed, strategic cost saving initiatives, gain on sale of DHFB, as well as strategic branch closure initiatives and related facility consolidation costs. The Company believes this adjusted measure provides investors with important information about the continuing economic results of the Company’s operations.

​

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | June 30, | ​ | December 31, | ​ | June 30,
​ | 2023 |  | 2022 |  | 2022
ASSETS | ​ | (unaudited) | ​ | ​ | (audited) | ​ | ​ | (unaudited)
Cash and cash equivalents: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash and due from banks | $ | 199,778 | ​ | $ | 216,384 | ​ | $ | 158,902
Interest-bearing deposits in other banks | ​ | 227,015 | ​ | ​ | 102,107 | ​ | ​ | 82,086
Federal funds sold | ​ | 1,474 | ​ | ​ | 1,457 | ​ | ​ | 388
Total cash and cash equivalents | ​ | 428,267 | ​ | ​ | 319,948 | ​ | ​ | 241,376
Securities available for sale, at fair value | ​ | 2,182,448 | ​ | ​ | 2,741,816 | ​ | ​ | 2,951,421
Securities held to maturity, at carrying value | ​ | 849,610 | ​ | ​ | 847,732 | ​ | ​ | 780,749
Restricted stock, at cost | ​ | 111,178 | ​ | ​ | 120,213 | ​ | ​ | 87,908
Loans held for sale | ​ | 10,327 | ​ | ​ | 3,936 | ​ | ​ | 15,866
Loans held for investment, net of deferred fees and costs | ​ | 15,066,930 | ​ | ​ | 14,449,142 | ​ | ​ | 13,655,408
Less: allowance for loan and lease losses | ​ | 120,683 | ​ | ​ | 110,768 | ​ | ​ | 104,184
Total loans held for investment, net | ​ | 14,946,247 | ​ | ​ | 14,338,374 | ​ | ​ | 13,551,224
Premises and equipment, net | ​ | 114,786 | ​ | ​ | 118,243 | ​ | ​ | 128,661
Goodwill | ​ | 925,211 | ​ | ​ | 925,211 | ​ | ​ | 925,211
Amortizable intangibles, net | ​ | 23,469 | ​ | ​ | 26,761 | ​ | ​ | 31,621
Bank owned life insurance | ​ | 446,441 | ​ | ​ | 440,656 | ​ | ​ | 436,703
Other assets | ​ | 564,348 | ​ | ​ | 578,248 | ​ | ​ | 511,059
Total assets | $ | 20,602,332 | ​ | $ | 20,461,138 | ​ | $ | 19,661,799
LIABILITIES | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Noninterest-bearing demand deposits | $ | 4,310,306 | ​ | $ | 4,883,239 | ​ | $ | 5,361,538
Interest-bearing deposits | ​ | 12,101,681 | ​ | ​ | 11,048,438 | ​ | ​ | 10,767,097
Total deposits | ​ | 16,411,987 | ​ | ​ | 15,931,677 | ​ | ​ | 16,128,635
Securities sold under agreements to repurchase | ​ | 130,461 | ​ | ​ | 142,837 | ​ | ​ | 118,658
Other short-term borrowings | ​ | 799,400 | ​ | ​ | 1,176,000 | ​ | ​ | 290,000
Long-term borrowings | ​ | 390,440 | ​ | ​ | 389,863 | ​ | ​ | 389,290
Other liabilities | ​ | 445,574 | ​ | ​ | 448,024 | ​ | ​ | 343,740
Total liabilities | ​ | 18,177,862 | ​ | ​ | 18,088,401 | ​ | ​ | 17,270,323
Commitments and contingencies | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
STOCKHOLDERS' EQUITY | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Preferred stock, $10.00 par value | ​ | 173 | ​ | ​ | 173 | ​ | ​ | 173
Common stock, $1.33 par value | ​ | 99,088 | ​ | ​ | 98,873 | ​ | ​ | 98,822
Additional paid-in capital | ​ | 1,776,494 | ​ | ​ | 1,772,440 | ​ | ​ | 1,767,063
Retained earnings | ​ | 959,582 | ​ | ​ | 919,537 | ​ | ​ | 841,701
Accumulated other comprehensive loss | ​ | (410,867) | ​ | ​ | (418,286) | ​ | ​ | (316,283)
Total stockholders' equity | ​ | 2,424,470 | ​ | ​ | 2,372,737 | ​ | ​ | 2,391,476
Total liabilities and stockholders' equity | $ | 20,602,332 | ​ | $ | 20,461,138 | ​ | $ | 19,661,799
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Common shares outstanding | ​ | 74,998,075 | ​ | ​ | 74,712,622 | ​ | ​ | 74,688,314
Common shares authorized | ​ | 200,000,000 | ​ | ​ | 200,000,000 | ​ | ​ | 200,000,000
Preferred shares outstanding | ​ | 17,250 | ​ | ​ | 17,250 | ​ | ​ | 17,250
Preferred shares authorized | ​ | 500,000 | ​ | ​ | 500,000 | ​ | ​ | 500,000

​

​

​

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(Dollars in thousands, except share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Three Months Ended | ​ | Six Months Ended
​ | June 30, | ​ | March 31, | ​ | June 30, | ​ | June 30, | ​ | June 30,
​ | 2023 |  | 2023 |  | 2022 |  | 2023 |  | 2022
Interest and dividend income: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest and fees on loans | $ | 205,172 | ​ | $ | 189,992 | ​ | $ | 123,266 | ​ | $ | 395,165 | ​ | $ | 237,466
Interest on deposits in other banks | ​ | 1,014 | ​ | ​ | 1,493 | ​ | ​ | 157 | ​ | ​ | 2,507 | ​ | ​ | 288
Interest and dividends on securities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Taxable | ​ | 15,565 | ​ | ​ | 16,753 | ​ | ​ | 14,695 | ​ | ​ | 32,317 | ​ | ​ | 28,361
Nontaxable | ​ | 8,496 | ​ | ​ | 9,308 | ​ | ​ | 10,637 | ​ | ​ | 17,804 | ​ | ​ | 21,097
Total interest and dividend income | ​ | 230,247 | ​ | ​ | 217,546 | ​ | ​ | 148,755 | ​ | ​ | 447,793 | ​ | ​ | 287,212
Interest expense: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest on deposits | ​ | 65,267 | ​ | ​ | 51,834 | ​ | ​ | 6,097 | ​ | ​ | 117,100 | ​ | ​ | 10,580
Interest on short-term borrowings | ​ | 8,044 | ​ | ​ | 7,563 | ​ | ​ | 555 | ​ | ​ | 15,607 | ​ | ​ | 576
Interest on long-term borrowings | ​ | 4,852 | ​ | ​ | 4,706 | ​ | ​ | 3,336 | ​ | ​ | 9,558 | ​ | ​ | 6,358
Total interest expense | ​ | 78,163 | ​ | ​ | 64,103 | ​ | ​ | 9,988 | ​ | ​ | 142,265 | ​ | ​ | 17,514
Net interest income | ​ | 152,084 | ​ | ​ | 153,443 | ​ | ​ | 138,767 | ​ | ​ | 305,528 | ​ | ​ | 269,698
Provision for credit losses | ​ | 6,069 | ​ | ​ | 11,850 | ​ | ​ | 3,559 | ​ | ​ | 17,920 | ​ | ​ | 6,359
Net interest income after provision for credit losses | ​ | 146,015 | ​ | ​ | 141,593 | ​ | ​ | 135,208 | ​ | ​ | 287,608 | ​ | ​ | 263,339
Noninterest income: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Service charges on deposit accounts | ​ | 8,118 | ​ | ​ | 7,902 | ​ | ​ | 8,040 | ​ | ​ | 16,020 | ​ | ​ | 15,637
Other service charges, commissions and fees | ​ | 1,693 | ​ | ​ | 1,746 | ​ | ​ | 1,709 | ​ | ​ | 3,439 | ​ | ​ | 3,364
Interchange fees | ​ | 2,459 | ​ | ​ | 2,325 | ​ | ​ | 2,268 | ​ | ​ | 4,784 | ​ | ​ | 4,078
Fiduciary and asset management fees | ​ | 4,359 | ​ | ​ | 4,262 | ​ | ​ | 6,939 | ​ | ​ | 8,620 | ​ | ​ | 14,194
Mortgage banking income | ​ | 449 | ​ | ​ | 854 | ​ | ​ | 2,200 | ​ | ​ | 1,303 | ​ | ​ | 5,317
Gain (loss) on sale of securities | ​ | 2 | ​ | ​ | (13,400) | ​ | ​ | (2) | ​ | ​ | (13,398) | ​ | ​ | (2)
Bank owned life insurance income | ​ | 2,870 | ​ | ​ | 2,828 | ​ | ​ | 2,716 | ​ | ​ | 5,698 | ​ | ​ | 5,413
Loan-related interest rate swap fees | ​ | 2,316 | ​ | ​ | 1,439 | ​ | ​ | 2,600 | ​ | ​ | 3,755 | ​ | ​ | 6,460
Other operating income | ​ | 1,931 | ​ | ​ | 1,672 | ​ | ​ | 11,816 | ​ | ​ | 3,603 | ​ | ​ | 13,978
Total noninterest income | ​ | 24,197 | ​ | ​ | 9,628 | ​ | ​ | 38,286 | ​ | ​ | 33,824 | ​ | ​ | 68,439
Noninterest expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Salaries and benefits | ​ | 62,019 | ​ | ​ | 60,529 | ​ | ​ | 55,305 | ​ | ​ | 122,547 | ​ | ​ | 113,603
Occupancy expenses | ​ | 6,094 | ​ | ​ | 6,356 | ​ | ​ | 6,395 | ​ | ​ | 12,450 | ​ | ​ | 13,278
Furniture and equipment expenses | ​ | 3,565 | ​ | ​ | 3,752 | ​ | ​ | 3,590 | ​ | ​ | 7,317 | ​ | ​ | 7,187
Technology and data processing | ​ | 8,566 | ​ | ​ | 8,142 | ​ | ​ | 7,862 | ​ | ​ | 16,708 | ​ | ​ | 15,658
Professional services | ​ | 4,433 | ​ | ​ | 3,413 | ​ | ​ | 4,680 | ​ | ​ | 7,847 | ​ | ​ | 8,770
Marketing and advertising expense | ​ | 2,817 | ​ | ​ | 2,351 | ​ | ​ | 2,502 | ​ | ​ | 5,168 | ​ | ​ | 4,665
FDIC assessment premiums and other insurance | ​ | 4,074 | ​ | ​ | 3,899 | ​ | ​ | 2,765 | ​ | ​ | 7,973 | ​ | ​ | 5,250
Franchise and other taxes | ​ | 4,499 | ​ | ​ | 4,498 | ​ | ​ | 4,500 | ​ | ​ | 8,997 | ​ | ​ | 8,999
Loan-related expenses | ​ | 1,619 | ​ | ​ | 1,552 | ​ | ​ | 1,867 | ​ | ​ | 3,171 | ​ | ​ | 3,643
Amortization of intangible assets | ​ | 2,216 | ​ | ​ | 2,279 | ​ | ​ | 2,915 | ​ | ​ | 4,494 | ​ | ​ | 5,954
Other expenses | ​ | 5,759 | ​ | ​ | 11,503 | ​ | ​ | 6,387 | ​ | ​ | 17,262 | ​ | ​ | 17,082
Total noninterest expenses | ​ | 105,661 | ​ | ​ | 108,274 | ​ | ​ | 98,768 | ​ | ​ | 213,934 | ​ | ​ | 204,089
Income before income taxes | ​ | 64,551 | ​ | ​ | 42,947 | ​ | ​ | 74,726 | ​ | ​ | 107,498 | ​ | ​ | 127,689
Income tax expense | ​ | 9,310 | ​ | ​ | 7,294 | ​ | ​ | 12,500 | ​ | ​ | 16,604 | ​ | ​ | 21,773
Net income | $ | 55,241 | ​ | $ | 35,653 | ​ | $ | 62,226 | ​ | ​ | 90,894 | ​ | ​ | 105,916
Dividends on preferred stock | ​ | 2,967 | ​ | ​ | 2,967 | ​ | ​ | 2,967 | ​ | ​ | 5,934 | ​ | ​ | 5,934
Net income available to common shareholders | $ | 52,274 | ​ | $ | 32,686 | ​ | $ | 59,259 | ​ | $ | 84,960 | ​ | $ | 99,982
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic earnings per common share | $ | 0.70 | ​ | $ | 0.44 | ​ | $ | 0.79 | ​ | $ | 1.13 | ​ | $ | 1.33
Diluted earnings per common share | $ | 0.70 | ​ | $ | 0.44 | ​ | $ | 0.79 | ​ | $ | 1.13 | ​ | $ | 1.33

​

​

​

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

(Dollars in thousands)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | For the Quarter Ended
​ | June 30, 2023 | ​ | March 31, 2023
​ | Average Balance |  | Interest Income / Expense (1) |  | Yield / Rate (1)(2) |  | Average Balance |  | Interest Income / Expense (1) |  | Yield / Rate (1)(2)
Assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Securities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Taxable | $ | 1,865,193 | ​ | $ | 15,565 | ​ | 3.35% | ​ | $ | 2,038,215 | ​ | $ | 16,753 | ​ | 3.33%
Tax-exempt | ​ | 1,311,469 | ​ | ​ | 10,755 | ​ | 3.29% | ​ | ​ | 1,429,346 | ​ | ​ | 11,782 | ​ | 3.34%
Total securities | ​ | 3,176,662 | ​ | ​ | 26,320 | ​ | 3.32% | ​ | ​ | 3,467,561 | ​ | ​ | 28,535 | ​ | 3.34%
LHFI, net of deferred fees and costs (3) | ​ | 14,746,218 | ​ | ​ | 206,452 | ​ | 5.62% | ​ | ​ | 14,505,611 | ​ | ​ | 191,178 | ​ | 5.35%
Other earning assets | ​ | 168,929 | ​ | ​ | 1,141 | ​ | 2.71% | ​ | ​ | 264,916 | ​ | ​ | 1,621 | ​ | 2.48%
Total earning assets | ​ | 18,091,809 | ​ | $ | 233,913 | ​ | 5.19% | ​ | ​ | 18,238,088 | ​ | $ | 221,334 | ​ | 4.92%
Allowance for loan and lease losses | ​ | (117,643) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (112,172) | ​ | ​ | ​ | ​ | ​
Total non-earning assets | ​ | 2,235,521 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2,258,435 | ​ | ​ | ​ | ​ | ​
Total assets | $ | 20,209,687 | ​ | ​ | ​ | ​ | ​ | ​ | $ | 20,384,351 | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities and Stockholders' Equity: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest-bearing deposits: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Transaction and money market accounts | $ | 8,387,473 | ​ | $ | 46,953 | ​ | 2.25% | ​ | $ | 8,344,900 | ​ | $ | 38,315 | ​ | 1.86%
Regular savings | ​ | 1,014,565 | ​ | ​ | 430 | ​ | 0.17% | ​ | ​ | 1,087,435 | ​ | ​ | 364 | ​ | 0.14%
Time deposits | ​ | 2,500,966 | ​ | ​ | 17,884 | ​ | 2.87% | ​ | ​ | 2,291,530 | ​ | ​ | 13,155 | ​ | 2.33%
Total interest-bearing deposits | ​ | 11,903,004 | ​ | ​ | 65,267 | ​ | 2.20% | ​ | ​ | 11,723,865 | ​ | ​ | 51,834 | ​ | 1.79%
Other borrowings | ​ | 1,071,171 | ​ | ​ | 12,896 | ​ | 4.83% | ​ | ​ | 1,122,244 | ​ | ​ | 12,269 | ​ | 4.43%
Total interest-bearing liabilities | $ | 12,974,175 | ​ | $ | 78,163 | ​ | 2.42% | ​ | $ | 12,846,109 | ​ | $ | 64,103 | ​ | 2.02%
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Noninterest-bearing liabilities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Demand deposits | ​ | 4,377,150 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 4,693,347 | ​ | ​ | ​ | ​ | ​
Other liabilities | ​ | 397,621 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 421,295 | ​ | ​ | ​ | ​ | ​
Total liabilities | ​ | 17,748,946 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 17,960,751 | ​ | ​ | ​ | ​ | ​
Stockholders' equity | ​ | 2,460,741 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2,423,600 | ​ | ​ | ​ | ​ | ​
Total liabilities and stockholders' equity | $ | 20,209,687 | ​ | ​ | ​ | ​ | ​ | ​ | $ | 20,384,351 | ​ | ​ | ​ | ​ | ​
Net interest income | ​ | ​ | ​ | $ | 155,750 | ​ | ​ | ​ | ​ | ​ | ​ | $ | 157,231 | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest rate spread | ​ | ​ | ​ | ​ | ​ | ​ | 2.77% | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2.90%
Cost of funds | ​ | ​ | ​ | ​ | ​ | ​ | 1.74% | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1.42%
Net interest margin | ​ | ​ | ​ | ​ | ​ | ​ | 3.45% | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 3.50%

(1) | Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%.

(2) | Rates and yields are annualized and calculated from actual, not rounded amounts in thousands, which appear above.

(3) | Nonaccrual loans are included in average loans outstanding.