Atlantic Union Bankshares - Q3 2023

Transcript

Operator (participant)

Good day, and thank you for standing by. Welcome to the Atlantic Union Bankshares' third 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, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Bill Cimino, Senior Vice President, Investor Relations.

Bill Cimino (SVP of Investor Relations)

Thank you, Josh, and good morning, everyone. I have Atlantic Union Bankshares President and CEO, John Asbury, and Executive Vice President and CFO, Rob Gorman, with me today. We also have other members of our executive management team with us for the question-and-answer period. Please note that today's earnings release and accompanying slide presentation that 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 third quarter of 2023. We will make forward-looking statements on today's call, which are not statements of historical fact and are subject to risks and uncertainties.

There can be no assurance that actual performance will not differ materially from any future expectations or results expressed or implied by these forward-looking statements, and we undertake no obligation to publicly revise or update any forward-looking statement. Please refer to our earnings release issued 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 any forward-looking statement. All comments made during today's call are subject to that safe harbor statement. At the end of the call, we will take questions from the research analyst community. Now I'll turn the call over to John.

John Asbury (President and CEO)

Thank you, Bill. Good morning, everyone, and thank you for joining us today. The third quarter operating results were strong for Atlantic Union. There was noise in the quarter due to three meaningful and proactive measures we have taken this year to address the demanding environment in which our industry operates. We believe these measures are a proof point of our willingness and ability to take action to better position the bank for success, both now and in the future, while building long-term shareholder value. These actions were, first, in our Q1 2023 quarterly earnings comments, we announced our intent to undertake structural expense reductions when deposit costs rose faster than expected in order to maintain positive operating leverage.

We did what we said we would do and announced an expense reduction program in June that is expected to reduce the annual expense run rate by approximately $17 million and had all measures implemented by July. Second, concurrent with Q2 2023 earnings, we announced our entry into a merger agreement to acquire Danville, Virginia-based American National Bankshares in an all-stock transaction. We believe this transaction will improve AUB's financial performance, further build out our franchise in a way that keeps us dense and compact, open contiguous expansion markets in North Carolina, and further drive the scarcity value of our franchise. The initial feedback from the community and American National clients has been strongly positive, and we believe we are on track to close the transaction in the first quarter of 2024.

We remain excited about what we'll do together with the American National team once the merger is completed. Third, we have now acted twice this year to reposition our balance sheet for a higher, for longer interest rate environment. We undertook the second action in the third quarter by pairing a sale leaseback of 27 properties with a restructuring of a portion of our securities portfolio. This enabled us to unlock equity in certain owned real estate assets and use that to restructure certain available-for-sale securities in a capital-neutral transaction. Rob will have more details on the transaction, which was immediately accretive to our earnings and is anticipated to have a greater impact in the fourth quarter now that the proceeds have been reinvested into higher-yielding securities and our available-for-sale portfolio.

All these actions were strategic in nature, with anticipated benefits in both the near term and long term. We'll go into our quarterly results and our financial performance in a few minutes, but broadly, we saw impressive customer deposit growth, which more than funded our loan growth during the quarter, better than expected loan growth in the normally seasonally slow third quarter, a decline in operating expenses demonstrating the initial benefits of our expense actions, modest net interest margin compression, and negligible charge-offs. All of this indicates that our franchise remains healthy, strong, and resilient. We see our financial results this quarter as another confirmation 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 financings that help people and help businesses.

It's a straightforward business model that works, and it stood the test of time over our 121-year history. This is why soundness, profitability, and growth in that order of priority remains our mantra and informs how we run this company. I'll now comment on macroeconomic conditions and then our quarterly results. Inflation appears to be on an overall improving trend, despite month-to-month volatility, and we expect the Fed to be most likely done with its rate tightening cycle. While for the purpose of forecasting, we continue to plan for a mild recession, it seems there's a real possibility of a soft landing. The macroeconomic environment remains favorable in our footprint, and we still do not expect this to change in the near term.

Our markets appear to be healthy and our lending pipelines are down a bit from last quarter, but are slightly higher than a year ago, which suggests to us that the current macro environment is in pretty good shape in our footprint. Virginia's last reported unemployment rate of 2.5% in August improved from 2.9% in May, and as usual, remains below the national average of 3.8% during the same time period. We're not anticipating any materially negative near-term shift away from these low unemployment trends and generally benign credit environment, but as always, we continue to closely monitor the health of our markets. Given continued investor focus on non-owner occupied commercial real estate, and more specifically, office exposure, I'll reiterate what I've said for the past two 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, which have not traditionally been prone to boom and bust cycles. We stick to our knitting, and we generally deal with local and regional developers and operators that we know well and have track records with us. Non-owner occupied office exposure totaled $792 million and comprised approximately 5% of our total loan portfolio at quarter end. Of this, approximately 22% is medical office, which we consider among the highest quality office category. We do not finance large, high-rise or major metropolitan central business district office buildings, and we have no exposure in the District of Columbia. The portfolio is performing well and is generally, geographically diverse.

I describe most of our office exposure as suburban, single story, and mid-rise properties under long-term leases, generally to local tenants who are less likely to use remote or hybrid work options than large national firms. We recently finished another deep dive analysis of the rec rolls of the larger office loans that cover more than half of our portfolio, with an eye toward any near-term lease expirations, which we define as less than two years. As with last quarter, we proactively monitor this portfolio, and we don't see any systemic concerns in the office book currently. Should problems develop in the portfolio, we believe they would likely be distributed over years, and we expect any problems that may develop to be readily manageable. Turning 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 third quarter, which Rob will detail momentarily. On a year-over-year basis, we generated positive adjusted operating leverage of approximately 3.1%, as adjusted revenue growth was up approximately 5.2%, while adjusted operating non-interest expenses increased approximately 2.1%. I'd also like to point out that pre-tax, pre-provision adjusted operating earnings increased 10.6% year over year. Total deposits grew 9.1% annualized over the quarter and are up 7.2% year to date. Given our year-to-date performance, at this time, we expect to be in the mid-single digits for deposit growth for the year, which should largely pace loan growth. The remixing of non-interest-bearing deposits to interest-bearing deposits continued over the quarter, though at a decreasing rate, and we saw good growth in customer CDs.

Quarter-end non-interest-bearing deposits were 25% of total deposits, a decline of 1.6 percentage points linked quarter. We posted annualized loan growth of 5.7% during the third quarter, led by growth in commercial loans. Year-to-date, loan growth was 7.7% annualized. Loan growth was up across commercial real estate and commercial industrial banking in the quarter. Construction loan balances were down from the second quarter as projects rolled off, but are still higher than the prior year. Our pipelines are holding up pretty well, are slightly elevated from a year ago, and remain healthy. Given our year-to-date performance, at this time, we expect to be in the upper end of our mid-single-digit loan growth guidance for 2023.

While the economic outlook in our footprint and borrower demand could change, we expect to remain in a growth mode for the rest of 2023. C&I line utilization this quarter was relatively flat with the prior quarter, but up from prior year's third quarter. Commercial real estate payoffs declined year over year and were down slightly from the second quarter. Turning to credit, that was a good story, as we recorded annualized net charge-offs of 1 basis point for the third quarter, down from 4 basis points in the second quarter. We have yet to see any sign of a systemic inflection point in our asset quality metrics, which remain benign. While we continue to expect a normalization in asset quality at some point, following a long run of minimal net charge-offs, we remain confident in and are pleased with our asset quality.

In sum, we thought this was a strong and fundamentally sound quarter for Atlantic Union. We have continued to demonstrate that we will take the necessary strategic actions to successfully navigate the challenges we face in this uncertain economic environment. We don't foresee that uncertainty ending anytime soon, with recent geopolitical events and a possibly contentious process for the next round of congressional funding. 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. Atlantic Union is a uniquely valuable franchise that is a diversified, traditional, full-service bank with a strong brand and deep client relationships in 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 finish to the year. Last month marked my seventh-year anniversary at Atlantic Union Bank, and I'd like to take this opportunity to thank our teammates for the essential role they have played in the evolution of this great company. As I look back, I can say that overall, we have done what we said we would do, and while our strategy has evolved and responded to our changing environment, it has also remained consistent, and it's working. I'll now turn the call over to Rob to cover the financial results for the quarter. Rob?

Rob Gorman (EVP and CFO)

Well, thank you, John, and good morning, everyone. Thanks for joining us today. Please note that for the most part, my commentary will focus on Atlantic Union's third quarter financial results on a non-GAAP adjusted operating basis, which excludes the pre-tax costs of $8.7 million recorded in the third quarter and $3.9 million recorded in the second quarter related to our strategic cost-saving initiatives announced in the second quarter, as well as the $2 million in pre-tax costs related to our proposed merger with American National, which was incurred in the third quarter. In addition, the third quarter financial results on a non-GAAP adjusted operating basis exclude the pre-tax gain of $27.7 million related to the sale leaseback transaction and the pre-tax net loss on the sales of securities of $27.6 million.

Our previously disclosed sale leaseback transaction of 27 owned properties, including 25 branches, generated cash proceeds of approximately $46 million and resulted in a pre-tax gain of approximately $27.7 million in the third quarter, or $22 million after tax, net of transaction-related costs. Aggregate first full year of rent expense under the lease agreements will be approximately $3.7 million or $2.9 million after tax, which will be partially offset by the elimination of the annual pre-tax depreciation expense on the properties of approximately $969,000, and the estimated increase in annual pre-tax interest income of approximately $2.2 million generated by the investment of the transaction's net cash proceeds.

Concurrent with the sale-leaseback transaction, the company restructured a portion of its investment portfolio by selling approximately $228 million in available-for-sale securities, yielding approximately 2.3%, resulting in a pre-tax net loss of approximately $27.7 million, almost wholly offsetting the net gain recognized from the sale-leaseback transaction. The net proceeds from the security sales and the sale-leaseback transaction have been reinvested into the available-for-sale securities portfolio, yielding approximately 6%. In combination, on an annualized basis, starting in the fourth quarter, these strategic actions are expected to increase earnings per share by $0.06 or 2%, add 5 basis points to the net interest margin, and reduce the efficiency ratio by approximately 24 basis points. In the third quarter, reported net income available to common shareholders was $51.1 million, and earnings per common share were $0.68.

Adjusted operating earnings available to common shareholders were $59.8 million or $0.80 per common share for the third quarter, which was an increase of $4.4 million or 7.9% from the second quarter and up $4.7 million or 8.5% from the third quarter of 2022. The adjusted operating return on tangible common equity was 18.3% in the third quarter, up from 17% in the second quarter. Adjusted operating return on assets was 1.21% in the third quarter, which was up five basis points from the prior quarter. On an adjusted operating basis, the efficiency ratio was 52.4% in the third quarter, which was down 3% from 55.3% in the second quarter.

Turning to credit loss reserves, as of the end of the third quarter, the total allowance for credit losses was $140.9 million, which is an increase of approximately $4.7 million from the second quarter, primarily due to loan growth in the third quarter and the impact of continued uncertainty in the economic outlook. The total allowance for credit losses as a percentage of total loans held for investment was 92 basis points at the end of the third quarter. The provision for credit losses of $5.5 million in the third quarter was down from $6.1 million in the prior quarter, which was primarily driven by lower net charge-offs. Net charge-offs decreased to $294,000, or 1 basis point annualized in the third quarter from $1.6 million or 4 basis points annualized in the second quarter. The year-to-date net charge-off ratio was 6 basis points on an annualized basis.

Now turning to pre-tax, pre-provision components of the income statement for the third quarter. Tax equivalent net interest income was $155.7 million, which was a slight decrease from the second quarter, as higher deposit costs due to increases in market interest rates, changes in the deposit mix as depositors continued to migrate to higher costing interest-bearing deposit accounts, and growth in average deposit balances were partially offset by an increase in loan yields on our variable rate loans due to increases in short-term interest rates during the quarter, as well as by growth in average loans held for investment.

The third quarter's tax equivalent net interest margin was 3.35%, which was a net decrease of 10 basis points from the previous quarter due to an increase of 20 basis points in the yield on earning assets, driven primarily by increases in loan yields and loan growth, which was more than offset by a 30 basis point increase in the cost of funds. The loan portfolio yield increased 22 basis points to 5.84% in the third quarter from 5.62% in the second quarter, which added 20 basis points to the net interest margin, primarily due to the impact of rising market interest rates on variable rate loan yields, new loan production yields, as well as on renewing loan yields.

The 30 basis point increase in the third quarter's cost of funds of 2.04% was primarily driven by the 36 basis point increase in the cost of deposits to 1.97%, which had a 35 basis point negative impact on third quarter's net interest margin, which was partially offset by the 4 basis point impact of lower borrowing costs. The deposit cost increase was driven by changes in the deposit mix as depositors migrated to higher costing interest-bearing deposit accounts during the quarter.

The modest increase in higher cost broker deposit balances, as well as by the increases in interest-bearing deposit rates driven by rising market interest rates. Adjusted operating non-interest income, which excludes the loss on sales of securities and the net gain on the sale-leaseback transaction recorded in the third quarter, increased $2.8 million to approximately $27 million from the prior quarter, driven by a $1 million merchant services vendor contract signing bonus, as well as quarterly increases across most of the other fee revenue categories. Reported non-interest expense increased $2.8 million to $108.5 million for the third quarter from $105.7 million in the prior quarter.

Adjusted operating non-interest expense, which excludes the amortization expense related to intangible assets in the second and third quarters, expenses associated with strategic cost savings initiatives in the second and third quarter, and merger-related costs in the third quarter declined by $3.9 million to $95.7 million in the third quarter from $99.5 million in the prior quarter. Quarterly decline in adjusted non-operating non-interest expenses was primarily driven by a decrease of $1.6 million in salaries and benefits expense, reflecting the impact of the strategic cost savings initiative executed in the third quarter. In addition, professional services expense declined $1.1 million related to the LIBOR transition and other strategic project costs, which were incurred in the prior quarter. Marketing and advertising expenses declined by $598,000, and technology and data processing expense was also lower by $643,000.

At period end, loans held for investment, netted deferred fees and costs were $15.3 billion, an increase of approximately $217 million or 5.7% annualized from the prior quarter, driven by increases in commercial loan balances of $238 million, or 7.4% linked quarter annualized growth, partially offset by declines in consumer loan balances of $21 million or 3.6% annualized. At the end of September, total deposits stood at $16.8 billion, which was an increase of $375 million or approximately 9% annualized from the prior quarter, which was driven by increases in interest-bearing customer deposits and broker deposits, partially offset by lower levels of non-interest-bearing demand deposits. At the end of the third quarter, Atlantic Union Bankshares and Atlantic Union Bank's regulatory capital ratios were well above well-capitalized levels.

In addition, on a pro forma basis, we remain well capitalized as of the end of the third quarter, if you include the negative impact of AOCI and held-to-maturity securities unrealized losses in the calculation of the regulatory capital ratios. Our financial outlook for the full year 2023 is as follows: We expect to generate full-year loan growth in the higher end of our mid-single digit range, which is expected to be materially matched by deposit growth. We continue to project that the full year fully tax equivalent net interest margin will fall in a range between 3.35%-3.45%, driven by the assumption that the Federal Reserve Bank maintains the Fed funds rate at 5.5% through the end of the year.

In addition, we now project that our through-the-cycle total deposit beta will be approximately 45%, which will be more than offset by the projected through-the-cycle loan yield beta of approximately 50%. The through-the-cycle interest-bearing deposit beta is expected to be approximately 55%. As a result of loan growth and our tax equivalent net interest margin projection, we continue to expect the taxable equivalent net interest income to increase by mid-single digits in 2023 from full-year 2022 levels. We also expect that the company will generate positive adjusted operating leverage in 2023 due to expected mid-single digit adjusted operating revenue growth, outpacing expected relatively flat adjusted operating non-interest expense growth in 2023 from full-year 2022 levels as a result of the strategic cost-saving actions we took during the second quarter.

In summary, Atlantic Union delivered strong financial results in the third quarter of 2023, despite the challenging banking environment we find ourselves in. 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 2023 and beyond. With that, I'll turn it back over to Bill Cimino to open it up for questions from our analysts.

Bill Cimino (SVP of Investor Relations)

Thanks, Rob. And Josh, we're ready for our first caller, please.

Operator (participant)

Thank you. As a reminder, to ask a question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. One moment for questions. Our first question comes from Casey Whitman with Piper Sandler. You may proceed.

Bill Cimino (SVP of Investor Relations)

Good morning, Casey.

Casey Whitman (Managing Director and Senior Research Analyst)

Hey, good morning. So Rob, just because your NIM guide for the year is still sort of a broad range, do you think margin compression in the fourth quarter should be sort of less than what we saw in the third quarter with the help of the securities restructuring? And then my follow-on question is just when do you think the margin sort of bottoms for AUB, I guess, excluding the impact of American National?

Rob Gorman (EVP and CFO)

Yeah. So in terms of the fourth quarter, we do look for further compression in the margin. We're modeling between 5 and 10 basis points, inclusive of the impact of the restructuring. In terms of where we think it's going to trough, if you will, we think that's in the first quarter in the 3.25 range, give or take a few basis points, and then kind of stabilize from that point forward. Of course, this all depends on our assumption. If our working assumption of the Fed funds rates staying at 5.50 and market rates kind of being where they are, that's our current outlook based on that.

Casey Whitman (Managing Director and Senior Research Analyst)

Okay, and that was standalone, right? The margin?

Rob Gorman (EVP and CFO)

Yeah, yeah, standalone. Yeah, if you bring in, you know, it gets a little complex in terms of the impacts of the American National merger impacts, which obviously will bring in a lot of accretion income. So, you know, again, I think we said on the call related—when we announced the acquisition, we'd be in the $3.60-$3.70 range with accretion on a combined basis.

Casey Whitman (Managing Director and Senior Research Analyst)

Okay. And then can you talk about just sort of where new loan production is getting put on now, and then maybe sort of pair that against where the incremental cost of the new deposit is, just sort of to get an idea of the spread coming on?

Rob Gorman (EVP and CFO)

Yeah. So, new production this quarter came on around 7%. Combination of both, variable rate loans coming on production and fixed rate. I think the variable rate loans are probably about 50/50 in terms of, you know, rounded in terms of fixed versus variable. Variable was coming on closer to 8%. Fixed was coming on a little over 6%. So blended, you know, we're talking about 7%. So that continues to churn, you know, as fixed rate loans portfolio of fixed rate loans reprice or we add new loans, that's going to help the loan yields continue to go up. But again, we expect deposit rates to continue to go up, primarily from the continuing remix that we're seeing.

We think that's slowing down, but will continue to impact the, the margin a bit more than loan yields. So a little negative, continuing there.

Casey Whitman (Managing Director and Senior Research Analyst)

Okay. I'll just switch gears just to ask, you know, obviously, there's more questions in the industry around Shared National Credit. So can you maybe walk us through the size of that book for you and any color around it you might want to add?

John Asbury (President and CEO)

Yeah, Casey, this is John. This is not a primary focus for us. We do have some shared national credits. Historically, what we've done, most of it would be Virginia-based corporations, where, you know, we know them. This is a, yeah, single-digit percentage of the loan portfolio. It's more important to talk about what we do not do. We do not maintain what some banks will call a syndications platform, also known in the industry as a buy desk. We are not buying secondary issuances in the open market. What we would do would be to deal with companies that we know, where we have relationships with management that we physically call on, and anything we would take on would almost certainly be a primary syndication.

You will see subsets of this, some of the larger government contractors, we have some of that. Asset-based lending, we have some of that. Although, as we've expanded asset-based lending and really built out our infrastructure, the primary focus there is more individual bank deals. This is not a big effort for us.

Casey Whitman (Managing Director and Senior Research Analyst)

Okay. Appreciate it. Thank you for taking my questions. I'll let someone else jump on.

Rob Gorman (EVP and CFO)

Thanks, Casey, and Josh, we're ready for our next caller, please.

Operator (participant)

Thank you. One moment for our next question. Our next question comes from Catherine Mealor with KBW. You may proceed.

Rob Gorman (EVP and CFO)

Hi, Catherine.

Catherine Mealor (Managing Director of Equity Research)

Thanks. Good morning. Hey, good morning. Fees had a really nice quarter. You saw some nice growth in service charges, and trust fees. Just kind of curious how you're thinking about fee growth into the next quarter and, and really how you think about into 2024.

Rob Gorman (EVP and CFO)

Yeah. So in terms of those categories, really, is being impacted by net client growth, number of accounts. We continue to see about 2%-3% in new client growth. So we'd expect, you know, to be in the 2%-3%, 2%-4% growth rate as we go forward. Also included in there is, you know, debit card interchange. So, you know, we continue to see more growth here as well with, with, number of new accounts come in as well. And then there's seasonal impacts in the fourth quarter, so you'd expect to see some of that, Q3 to Q4 increase, with, with holiday season and more transactions coming through.

In the end, we're talking about 2%-4% growth in those categories as we go forward on a standalone basis.

Catherine Mealor (Managing Director of Equity Research)

Okay, great. And then on loans, John, you made the comment that you're still in growth mode going into the fourth quarter. How do you think about growth into next year and just, you know, where you're comfortable adding new loans, where you're kind of pulling back, and really what this kind of client appetite is today with higher rates?

John Asbury (President and CEO)

Yeah, I'm gonna—we have Doug, our chief credit officer, and David Ring, head of commercial banking here, too. And since most of the production comes out of the commercial side, I'll ask Dave to comment. My two cents on this is that, you know, the environment, it is opaque. I do think that, you know, in general, our economy, as I indicated in my prepared comments, is in good shape. We are in the budgeting process for next year, and at this point, what we are discussing would be something in the, you know, mid-single digit loan growth range. I think we will continue to be able to grow at a moderate pace. We'll see what happens. Dave, as you think about it, what is your take on this?

David Ring (Head of Commercial Banking)

Yeah. Our pipeline going into the year, you know, would support that, John, you know, mid-single digit growth. You know, it's probably going to come more from the C&I and equipment finance and the, you know, the regular businesses, the operating businesses versus real estate. We just saw our production for this quarter be two-thirds C&I, one-third real estate. So we're seeing that start to happen today, and we think it'll continue into the next quarter, into the next year.

John Asbury (President and CEO)

I think that's a good assessment. It really points back to the merit of our seven-year-long effort to diversify the bank's capabilities. If we were just a commercial real estate lender, I would be giving you a different answer. But I think the diversification of the things that we do, the brand that we've built for small and mid-sized businesses, you know, the overall strength of our markets, all of this makes us bullish. The wild card will be American National Bank. I don't want to get too far into that right now, but as we said when we announced the merger, you know, we bring a bigger balance sheet, we bring infrastructure and capabilities, particularly on the C&I side.

You marry that with, you know, the great team that they have, the reputation that they have, the physical presence, the things we can do in kind of the industrial markets of the Southside of Virginia, or Southern Virginia, as I should call it, and then the entry into Piedmont Triad. You know, all of these things give us confidence that we should be able to achieve, let's just call it mid-single digit growth, and then we'll see what happens from there.

Catherine Mealor (Managing Director of Equity Research)

Great. Very helpful. Thank you.

Rob Gorman (EVP and CFO)

Thanks, Catherine.

John Asbury (President and CEO)

Thanks, Catherine.

Rob Gorman (EVP and CFO)

Josh, we're ready for our next caller, please.

Operator (participant)

Thank you. One moment for our next question. Our next question comes from Russell Gunther with Stephens. You may proceed.

John Asbury (President and CEO)

Hi, Russell.

Russell Gunther (Managing Director)

Hey, good morning, guys.

John Asbury (President and CEO)

Hey, John, good morning.

Russell Gunther (Managing Director)

Just a couple follow-ups. So on the loan growth discussion, appreciate your thoughts there. How does the North Carolina market fold into there? What's the opportunity set, particularly as American National folds in?

John Asbury (President and CEO)

What, what do you think, Dave? Now, don't be too bullish here.

David Ring (Head of Commercial Banking)

Well, we've been in North Carolina in real estate-

John Asbury (President and CEO)

Yes.

Rob Gorman (EVP and CFO)

We're there now. Quite a while, for six or seven years.

John Asbury (President and CEO)

Charlotte office.

David Ring (Head of Commercial Banking)

And we've been pretty successful there. What American National brings is really good commercial industrial bankers in markets like, you know, the Triad and the Triangle areas of North Carolina. So we think there's going to be opportunity there. We don't know what it is completely yet-but we think it's going to be an opportunity for growth.

John Asbury (President and CEO)

It's going to be incremental growth opportunity and they sit there, if you look at the map on the I-40 corridor, starting in Winston-Salem, you know, over to Greensboro, Burlington, they have a small Raleigh office, and those are good industrial markets. So I agree with Dave. On the real estate side, we mostly bring a bigger balance sheet. On the commercial and industrial side, we bring robust treasury management services, equipment finance, asset-based lending, and just the infrastructure to be able to better go after, I would say, you know, mid-sized companies. And then Southern Virginia, which used to be called the Southside, where their home turf is, Danville, Martinsville, over into South Boston. And by the way, we do double down in Roanoke. You know, these are good commercial and industrial markets, and we've not had a presence in Southern Virginia. We are in Roanoke, so you know, we're bullish.

I don't want to sound too bullish, but I'm just saying that these are things that will be incrementally beneficial to us. And if you look at the backgrounds of the American National people, they absolutely do have people with commercial and industrial backgrounds, too, in addition to, you know, good traditional, commercial real estate, community banking backgrounds. All of this is beneficial, and I think there's a lot we can do together.

Rob Gorman (EVP and CFO)

It's over time.

John Asbury (President and CEO)

Over time.

Rob Gorman (EVP and CFO)

It'll come in over time.

John Asbury (President and CEO)

Over time. Yes, just to be clear, over time. We'll see where it goes from here. I think of this as really an expansion platform. You know, we're going to be able to do more things in Southern Virginia, and we're going to be able to definitely build for a very long time, as far as the eye can see, along that I-40 corridor in North Carolina, using exactly the same strategy we have here in Virginia. You know, we're built to be the challenger bank to the large institutions. We're the alternative to the large institutions. We can do what they do for small and mid-sized businesses, and, you know, we think do it more responsibly, responsively. And at the same time, we recognize we compete against the small banks, you know, all day, every day. We're kind of covering both bases.

That's, that's the hallmark of Atlantic Union Bank. Authentic human experience plus digitally forward technology, that is our strategy.

Russell Gunther (Managing Director)

That's good color, guys. I appreciate it. Just switching gears with a follow-up on the margin. So, you know, a lot of good detail in terms of expectations. One that I wanted to focus on was the deposit remix, comments made that that's slowing, but certainly remains impactful to the NIM. So as you think about where non-interest bearing ultimately shakes out as a percentage of total deposits, just give us some updated thoughts on that front, and is that a function of outflow? Is that a function of remix out of non-IB from current customers into higher-yielding products? Just some additional color would be helpful.

Rob Gorman (EVP and CFO)

Yeah. So Russell, we're projecting that we'll be in, you know, the 23%-25% range, kind of where we were pre-pandemic levels, 22%-25%. We've been holding fairly steady, and we saw a big decline, you know, from fourth quarter through the first two quarters, and it's kind of slowed down.

Russell Gunther (Managing Director)

Mm-hmm.

Rob Gorman (EVP and CFO)

Most of that is not really outflow going out of the bank. It's really, you know, getting remixed into interest checking and some of our other higher costs, or higher yielding rates, categories. So we do expect to kind of stabilize around where we are, may drop a bit, but we'll have to see how that plays out. Really not much shift going on here. You know, in the end, there's a stabilized level where, you know, people are using demand deposits for operating accounts, and, you know, there's a certain level it's going to stabilize, and that's where we think it will be.

John Asbury (President and CEO)

Yeah, Rob is right about that. And as we've really grown the commercial business base of clients to small, mid-sized businesses, you pick up more operating accounts. They're using treasury management services. And I think if you look at our average balances, you know, the average consumer balance this quarter was $19,000, going from memory. The average business client has about $100,000 in their account. Yeah, this suggests to me that, you know, many of them are, are probably at kind of a full operating level and non-interest-bearing, we think. It's hard to say we can't predict with any precision where it's going to be, but I agree with Rob about. You know, I think we're, we're sort of approaching bottom. We'll see exactly-

Rob Gorman (EVP and CFO)

Yeah, I think, you know, Russell, on the remix, a lot of that is kind of remixing from what I would call deposits and standard rates, kind of moving to these higher levels, you know, from a interest checking or money market account to a higher, higher yielding CD, is kind of really what we're talking about from a remix and expect, you know, that will continue, but certainly slow down from what the what it was in the first couple of quarters.

Russell Gunther (Managing Director)

Okay, great. Thank you both. Just a clarification on the fee outlook. So I think I only half caught this. There was a merchant servicer signing bonus that was this quarter and about $1 million. And then just kind of where in the P&L that fell, line item wise?

Rob Gorman (EVP and CFO)

Yeah, that's in other, other fees, Russell. It's service charges, other fees and service charges.

Russell Gunther (Managing Director)

Okay.

Rob Gorman (EVP and CFO)

If you look at, yeah.

Russell Gunther (Managing Director)

That's, that's helpful. Thank you.

Rob Gorman (EVP and CFO)

Other service.

Russell Gunther (Managing Director)

Okay, and then just last.

Rob Gorman (EVP and CFO)

Yeah, other service charges, commissions and fees.

Russell Gunther (Managing Director)

Thank you. And then last one for me. You know, credit has been really strong for you guys. I hear, hear the commentary about normalization, understood. What does normalization look like for Atlantic Union as you think out to 2024? And what would the drivers of that normalization be?

Rob Gorman (EVP and CFO)

Yeah, so we would project that 15-20 basis points of annualized charge-offs is probably a normal level for us. Of course, we haven't come near that to date in this period. But that's kind of what we're looking for. You know, things like higher interest rates and other recessionary factors could play into that. We're not projecting that at this point, although our allowance for credit losses does skew towards a more recessionary environment. But that's about what we think. And Doug, I don't know if you have anything to add from a Chief Credit Officer perspective, but that's the view we have as a company.

Doug Woolley (Chief Credit Officer)

Yeah, the weakening, if it comes, will be in smaller credits. We don't see anything. You know, we've done a recent resizing of maturing commercial real estate loans and construction loans converting to their mini perm that are resizing on that, and all of that looks perfectly fine. So if something happens, it'll be in the smaller commercial credit base, and as is always the case, the consumer portfolio. If you think about the drivers of the CECL modeling, you know, what drives it, underpinning it, the unemployment rate, what's happening with the gross domestic product, and it's just hard to see the economy falling off a cliff anytime soon, at least in the markets in which we operate. Having said that, yeah, I would caution there's always the infamous one-off.

Now, you can't have a four-off and a five-off and a ten-off, but, you know, things do happen from time to time. It could be idiosyncratic. We're always subjected to that. We haven't, I think we saw one of those this year. But overall, you know, Russell, we still feel pretty good, but I acknowledge black swan events happen all the time. But we feel pretty good about where we are right now.

Russell Gunther (Managing Director)

Understood. Okay, guys, thank you very much for taking my questions.

Rob Gorman (EVP and CFO)

Thanks, Russell.

John Asbury (President and CEO)

Thanks, Russell.

Rob Gorman (EVP and CFO)

Josh, we're ready for our next caller, please.

Operator (participant)

Thank you. One moment for our next question. Our next question comes from Steve Moss with Raymond James. You may proceed.

Rob Gorman (EVP and CFO)

Hi, Steve.

Steve Moss (Managing Director Banking)

Good morning, guys.

Rob Gorman (EVP and CFO)

Morning, John.

Steve Moss (Managing Director Banking)

Maybe just on going back to loan pricing here, Rob, you mentioned loans coming in at 7% for the quarter. Just curious, you know, should we expect a step up in loans being added, in loan rates for loans being added this quarter?

Rob Gorman (EVP and CFO)

Do you mean production, Steve? Is your question, what do we expect for production in Q4? Or do you, the rate?

Steve Moss (Managing Director Banking)

The new expected rate. So what do you expect for the rate in the quarter?

Rob Gorman (EVP and CFO)

Yeah. Yeah, I think, I think you'll see probably kind of staying where we saw in the, in the third quarter, you know, averaging about 7, maybe a little over 7. I think with term rates being up, you might see the fixed rate loans get priced a bit higher, on the production. But I think, if, you know, if the Fed does stay steady, I don't think you'll see much movement in the, in the, short-term rates. So, variable rate, new loans coming out will probably be in the, you know, closer to 8%, which is what we saw in, in the third quarter.

So not looking for a lot of shift there, but if it's going to happen, it's going to be in the fixed rate term loans, just because term rates have gone up since the end of the quarter.

Steve Moss (Managing Director Banking)

Okay. And then, you know, on the deposit front, you know, curious, you know, with, with your margin guide here of, you know, to the 3.25 range, what you guys are thinking for, what's that implying for our deposit beta? And just maybe just a little talk around, the competition for deposits you guys are seeing in your markets.

Rob Gorman (EVP and CFO)

Yeah. So in terms of deposit betas, we're now saying that the total deposit beta through the cycle is gonna be around, you know, mid-40s%. That's up from, I think, last quarter we were guiding to about 40%. Interest-bearing deposits guide now is 55% betas through the cycle. Offsetting that would be our loan yield beta, which is about 50% through the cycle. So we will, you know, continue to project that unless there's, you know, movement in the short-term rates and from the Fed's perspective. But in terms of the total deposit rates, if you look at it, you know, on average, this quarter, we were at 1.97% cost of deposits.

If you look at it from September levels, just the month of September, it's at 207. So we're seeing, you know, that continuing to move up now. The loan yield has also moved up. But we'll continue to see that, you know, through the first quarter, maybe into the second quarter, that we'll continue to see deposit rates ratchet up, somewhat offset by loan yields ratcheting up. But we'll see how it plays out. In terms of market rates or competitive rates, we haven't really seen much movement at all in the last two quarters. Maybe, you know, since, I guess, maybe late April, May, it's been pretty steady.

We haven't really raised our rates at all in terms of, you know, our published deposit rates or specials, CD specials or money market promos. So we're not looking to see a lot more market rates unless we see deposit rates increase from the Fed point of view, unless we see market rates rise, which we're not projecting at the moment.

Steve Moss (Managing Director Banking)

Okay, that's, that's helpful. And then, John, I apologize. I dialed in at the end of your credit comments here, but just, you know, on the 30- to 89-day past due bucket picking up here, you know, it was across the owner-occupied, non-owner-occupied, and C&I. Kind of curious, any color or maybe, you know, what's the any, any underlying trends there?

John Asbury (President and CEO)

Yes, that was largely driven by a couple of administrative past dues. We literally had one credit that was a third of that increase, and for various reasons, it was not renewed on time. It's subsequently been renewed. We are not concerned about that. We've seen no material change in, past dues from our perspective. Doug, do you have anything to add to that?

Doug Woolley (Chief Credit Officer)

John, well said. Yeah, you know, a few smaller, few smaller loans, but, administrative past dues drove that.

John Asbury (President and CEO)

Yeah, which are cleared.

Steve Moss (Managing Director Banking)

Okay, great. No, I appreciate all the color there. Thank you very much, guys.

John Asbury (President and CEO)

Thank you.

Rob Gorman (EVP and CFO)

Thanks, Steve. Thanks, everyone, for joining us today. We look forward to talking with you in three months' time. Everybody, have a good fourth quarter.

Operator (participant)

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