EX-99.1 2 unionbanksharespressreleas.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1

unionbankshares_image1a03.jpg


Contact:    Robert M. Gorman - (804) 523-7828
Executive Vice President / Chief Financial Officer

UNION BANKSHARES REPORTS FIRST QUARTER RESULTS

Richmond, Va., April 19, 2017 - Union Bankshares Corporation (the “Company” or “Union”) (NASDAQ: UBSH) today reported net income of $19.1 million and earnings per share of $0.44 for its first quarter ended March 31, 2017. The quarterly results represent an increase of $2.2 million, or 12.8%, in net income and an increase of $0.06, or 15.8%, in earnings per share compared to the first quarter of 2016.

I am pleased with Union’s start to the year as we delivered strong first quarter financial results,” said John C. Asbury, president and chief executive officer of Union Bankshares Corporation. “During the quarter, loans grew by 3.9% from the prior quarter, or 16% on an annualized basis, and deposits grew by 3.7% from the prior quarter, or 15% on an annualized basis, as we continued to generate sustainable, profitable growth for our shareholders.  I’m also pleased to note that we made solid progress during the quarter in each of our four 2017 key focus areas of diversifying our loan portfolio and income streams, growing core deposits to fund loan growth, improving efficiency, and finalizing our readiness to cross the $10 billion asset threshold. Going forward, we remain committed to achieving top tier financial performance and providing our shareholders with above average returns on their investment.

Select highlights for the first quarter of 2017 include:
Net income for the community bank segment was $19.1 million, or $0.44 per share, for the first quarter of 2017, compared to $20.4 million, or $0.47 per share, for the fourth quarter of 2016 and $16.9 million, or $0.38 per share, for the first quarter of 2016.
The mortgage segment reported net income of $4,000 for the first quarter of 2017, compared to $382,000 in the fourth quarter of 2016 and $54,000 for the first quarter of 2016.
Return on Average Assets (“ROA”) was 0.92% for the quarter ended March 31, 2017 compared to ROA of 0.99% for the prior quarter and 0.88% for the first quarter of 2016. Return on Average Tangible Common Equity (“ROTCE”) was 11.20% for the quarter ended March 31, 2017 compared to ROTCE of 12.05% for the prior quarter and 10.13% for the first quarter of 2016.
Loans held for investment grew $247.0 million, or 15.7% (annualized), from December 31, 2016 and increased $773.5 million, or 13.4%, from March 31, 2016. Average loans held for investment increased $169.8 million, or 10.9% (annualized), from the prior quarter and increased $673.9 million, or 11.8%, from the same quarter in the prior year.
Period-end deposits increased $234.7 million, or 14.7% (annualized), from December 31, 2016 and grew $668.2 million, or 11.2%, from March 31, 2016. Average deposits increased $97.3 million, or 6.2% (annualized), from the prior quarter and increased $507.9 million, or 8.6%, from the same quarter in the prior year.

NET INTEREST INCOME

Tax-equivalent net interest income was $69.1 million, a decrease of $2.4 million from the fourth quarter of 2016, driven by a lower daycount, lower yields on earning assets, and higher costs of interest-bearing liabilities. The first quarter tax-equivalent net interest margin decreased 12 basis points to 3.66% from 3.78% in the previous quarter. Core tax-equivalent net interest margin (which excludes the 8 basis point impact of acquisition accounting accretion in both the current and prior quarters) decreased by 12 basis points to 3.58% from 3.70% in the previous quarter. The decrease in the core tax-equivalent net interest margin was principally due to the 2 basis point decrease in interest-earning asset yields and by the 10 basis point increase in cost of funds. The increase in cost of funds was primarily driven by the full quarter impact of the subordinated debt issued in December of 2016.





The Company’s tax-equivalent net interest margin includes the impact of acquisition accounting fair value adjustments. During the first quarter, net accretion related to acquisition accounting decreased $116,000, or 7.2%, from the prior quarter to $1.5 million for the quarter ended March 31, 2017. The fourth quarter of 2016, first quarter of 2017, and remaining estimated net accretion impact are reflected in the following table (dollars in thousands):
 
Loan Accretion
 
Borrowings Accretion (Amortization)
 
Total
For the quarter ended December 31, 2016
$
1,538

 
$
71

 
$
1,609

For the quarter ended March 31, 2017
1,445

 
48

 
1,493

For the remaining nine months of 2017
4,100

 
122

 
4,222

For the years ending:
 
 
 
 
 
2018
4,835

 
(143)

 
4,692

2019
3,566

 
(286)

 
3,280

2020
2,707

 
(301)

 
2,406

2021
2,127

 
(316)

 
1,811

2022
1,732

 
(332)

 
1,400

Thereafter
6,589

 
(4,974)

 
1,615



ASSET QUALITY/LOAN LOSS PROVISION

Overview
During the first quarter of 2017, the Company experienced declines in past due loan levels as well as in net charge-off levels from the prior quarter and the first quarter of 2016. Nonaccrual loan levels increased in the current quarter, primarily related to two credit relationships. The loan loss provision and allowance for loan loss increased from the prior quarter due to loan growth and increased specific reserves related to increases in nonaccrual loans.

All nonaccrual and past due loan metrics discussed below exclude purchased credit impaired (“PCI”) loans totaling $57.8 million (net of fair value mark of $13.7 million).

Nonperforming Assets (“NPAs”)
At March 31, 2017, NPAs totaled $31.9 million, an increase of $4.6 million, or 16.8%, from March 31, 2016 and an increase of $11.9 million, or 59.3%, from December 31, 2016. In addition, NPAs as a percentage of total outstanding loans increased 2 basis points from 0.47% a year earlier and increased 17 basis points from 0.32% last quarter to 0.49% in the first quarter of 2017. The following table shows a summary of asset quality balances at the quarter ended (dollars in thousands):
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
2017
 
2016
 
2016
 
2016
 
2016
Nonaccrual loans
$
22,338

 
$
9,973

 
$
12,677

 
$
10,861

 
$
13,092

Foreclosed properties
6,951

 
7,430

 
7,927

 
10,076

 
10,941

Former bank premises
2,654

 
2,654

 
2,654

 
3,305

 
3,305

Total nonperforming assets
$
31,943

 
$
20,057

 
$
23,258

 
$
24,242

 
$
27,338





The following table shows the activity in nonaccrual loans for the quarter ended (dollars in thousands):
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
2017
 
2016
 
2016
 
2016
 
2016
Beginning Balance
$
9,973

 
$
12,677

 
$
10,861

 
$
13,092

 
$
11,936

Net customer payments
(1,068
)
 
(1,451
)
 
(1,645
)
 
(2,859
)
 
(1,204
)
Additions
13,557

 
1,094

 
4,359

 
2,568

 
5,150

Charge-offs
(97
)
 
(1,216
)
 
(660
)
 
(1,096
)
 
(1,446
)
Loans returning to accruing status
(27
)
 
(1,039
)
 
(23
)
 
(396
)
 
(932
)
Transfers to OREO

 
(92
)
 
(215
)
 
(448
)
 
(412
)
Ending Balance
$
22,338

 
$
9,973

 
$
12,677

 
$
10,861

 
$
13,092


The nonaccrual additions primarily relate to two unrelated commercial and industrial and commercial real estate-non-owner occupied credit relationships.

The following table shows the activity in other real estate owned ("OREO") for the quarter ended (dollars in thousands):
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
2017
 
2016
 
2016
 
2016
 
2016
Beginning Balance
$
10,084

 
$
10,581

 
$
13,381

 
$
14,246

 
$
15,299

Additions of foreclosed property

 
859

 
246

 
501

 
456

Valuation adjustments
(238
)
 
(138
)
 
(479
)
 
(274
)
 
(126
)
Proceeds from sales
(277
)
 
(1,282
)
 
(2,844
)
 
(1,086
)
 
(1,390
)
Gains (losses) from sales
36

 
64

 
277

 
(6
)
 
7

Ending Balance
$
9,605

 
$
10,084

 
$
10,581

 
$
13,381

 
$
14,246


Past Due Loans
Past due loans still accruing interest totaled $26.9 million, or 0.41% of total loans, at March 31, 2017 compared to $35.1 million, or 0.61%, a year ago and $27.9 million, or 0.44%, at December 31, 2016. At March 31, 2017, loans past due 90 days or more and accruing interest totaled $2.3 million, or 0.04% of total loans, compared to $5.7 million, or 0.10%, a year ago and $3.0 million, or 0.05%, at December 31, 2016.

Net Charge-offs
For the first quarter of 2017, net charge-offs were $788,000, or 0.05% of total average loans on an annualized basis, compared to $2.2 million, or 0.15%, for the same quarter last year and $824,000, or 0.05%, for the prior quarter.

Provision
The provision for loan losses for the current quarter was $2.0 million, a decline of $494,000 compared to the same quarter a year ago and an increase of $536,000 compared to the previous quarter. The increase in provision for loan losses in the current quarter compared to the fourth quarter of 2016 was primarily driven by higher loan balances and increases in specific reserves related to nonaccrual loans. Additionally, a $112,000 provision was recorded during the current quarter related to off-balance sheet credit exposures, resulting in a total of $2.1 million in provision for credit losses for the quarter.

Allowance for Loan Losses
The allowance for loan losses (“ALL”) increased $1.2 million from December 31, 2016 to $38.4 million at March 31, 2017 primarily due to loan growth and increases in specific reserves related to nonaccrual loans during the quarter. The ALL as a percentage of the total loan portfolio was 0.59% at March 31, 2017, 0.59% at December 31, 2016, and 0.60% at March 31, 2016. The ALL as a percentage of the total loan portfolio, adjusted for acquisition accounting (non-GAAP), was 0.84% at March 31, 2017, a decrease from 0.86% at December 31, 2016 and a decrease from 0.95% at March 31, 2016. In acquisition accounting, there is no carryover of previously established allowance for loan losses, as acquired loans are recorded at fair value.




The ratio of the ALL to nonaccrual loans was 172.0% at March 31, 2017, compared to 372.9% at December 31, 2016 and 262.8% at March 31, 2016. The current level of the allowance for loan losses reflects specific reserves related to nonperforming loans, current risk ratings on loans, net charge-off activity, loan growth, delinquency trends, and other credit risk factors that the Company considers important in assessing the adequacy of the allowance for loan losses.
 
NONINTEREST INCOME

Noninterest income increased $789,000, or 4.4%, to $18.8 million for the quarter ended March 31, 2017 from $18.1 million in the prior quarter, primarily driven by higher bank owned life insurance income and gains on sales of securities.

Mortgage banking income decreased $604,000, or 23.0%, to $2.0 million in the first quarter of 2017 compared to $2.6 million in the fourth quarter of 2016, related to decreased mortgage loan originations. Mortgage loan originations declined by $45.1 million, or 31.0%, in the current quarter to $100.2 million from $145.3 million in the fourth quarter of 2016. The majority of the decrease was related to refinance loans, which dropped by $37.1 million from the prior quarter. Of the mortgage loan originations in the current quarter, 34.3% were refinances compared with 49.2% in the prior quarter.

Noninterest income increased $2.9 million, or 18.4%, to $18.8 million for the quarter ended March 31, 2017 from $15.9 million for the first quarter of 2016. For the first quarter of 2017, bank owned life insurance income increased $753,000; fiduciary and asset management fees were $656,000 higher due to the acquisition of Old Dominion Capital Management, Inc. ("ODCM") in the second quarter of 2016; loan-related swap fees increased $518,000; customer-related fee income increased $347,000 primarily related to increases in debit card interchange fees; and gains on sales of securities were $338,000 higher, in each case as compared to the first quarter of 2016.

NONINTEREST EXPENSE

Noninterest expense increased $1.1 million, or 2.0%, to $57.4 million for the quarter ended March 31, 2017 from $56.3 million in the prior quarter. Salaries and benefits expenses increased by $2.1 million primarily related to seasonal increases in payroll taxes and annual merit adjustments as well as increased group insurance and equity-based compensation. This increase was partially offset by declines in FDIC and other insurance expenses of $697,000 and marketing expenses of $206,000.

Noninterest expense increased $3.1 million, or 5.8%, to $57.4 million for the quarter ended March 31, 2017 from $54.3 million in the first quarter of 2016. Salaries and benefits expenses increased by $4.1 million primarily related to annual merit adjustments; increases in group insurance, incentive compensation, and equity-based compensation; and increases related to investments in the Company's growth with the ODCM acquisition and opening on the North Carolina LPO. This increase was partially offset by lower FDIC and other insurance expenses of $656,000 and declines in professional fees of $331,000 due to lower legal and consulting fees.

BALANCE SHEET

At March 31, 2017, total assets were $8.7 billion, an increase of $243.1 million from December 31, 2016 and an increase of $837.3 million from March 31, 2016. The increase in assets was mostly related to loan growth.

At March 31, 2017, loans held for investment were $6.6 billion, an increase of $247.0 million, or 15.7% (annualized), from December 31, 2016, while average loans increased $169.8 million, or 10.9% (annualized), from the prior quarter. Loans held for investment increased $773.5 million, or 13.4%, from March 31, 2016, while quarterly average loans increased $673.9 million, or 11.8%, from the prior year.

At March 31, 2017, total deposits were $6.6 billion, an increase of $234.7 million, or 14.7% (annualized), from December 31, 2016, while average deposits increased $97.3 million, or 6.2% (annualized), from the prior quarter. Total deposits grew $668.2 million, or 11.2%, from March 31, 2016, while quarterly average deposits increased $507.9 million, or 8.6%, from the prior year.




At March 31, 2017, December 31, 2016, and March 31, 2016, respectively, the Company had a common equity Tier 1 capital ratio of 9.55%, 9.72%, and 10.25%; a Tier 1 capital ratio of 10.77%, 10.97%, and 11.63%; a total capital ratio of 13.29%, 13.56%, and 12.16%; and a leverage ratio of 9.79%, 9.87%, and 10.25%.

The Company’s common equity to total assets ratios at March 31, 2017, December 31, 2016, and March 31, 2016 were 11.71%, 11.88%, and 12.52%, respectively, while its tangible common equity to tangible assets ratio was 8.36%, 8.41%, and 8.86%, respectively.

During the first quarter of 2017, the Company declared and paid cash dividends of $0.20 per common share, consistent with the prior quarter and an increase of $0.01, or 5.3%, compared the same quarter in the prior year.

* * * * * * *

ABOUT UNION BANKSHARES CORPORATION

Headquartered in Richmond, Virginia, Union Bankshares Corporation (NASDAQ: UBSH) is the holding company for Union Bank & Trust, which has 113 banking offices and approximately 184 ATMs located throughout Virginia. Non-bank affiliates of the holding company include: Union Mortgage Group, Inc., which provides a full line of mortgage products, Old Dominion Capital Management, Inc., which provides investment advisory services, and Union Insurance Group, LLC, which offers various lines of insurance products.

Additional information on the Company is available at http://investors.bankatunion.com.

Union Bankshares Corporation will hold a conference call on Wednesday, April 19th, at 9:00 a.m. Eastern Time during which management will review earnings and performance trends. Callers wishing to participate may call toll-free by dialing (877) 668-4908; international callers wishing to participate may do so by dialing (973) 453-3058. The conference ID number is 3879232.

NON-GAAP MEASURES
In reporting the results of the quarter ended March 31, 2017, the Company has provided supplemental performance measures on a tangible or tax-equivalent basis. These measures are a supplement to GAAP 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 measures may not be comparable to non-GAAP measures of other companies.



FORWARD-LOOKING STATEMENTS
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact, are based on certain assumptions as of the time they are made, and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified.  Such 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,” or words of similar meaning or other statements concerning opinions or judgment of the Company and its management about future events.  Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements of the Company will not differ materially from any projected future results, performance, or achievements expressed or implied by such forward-looking statements.  Actual future results and 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:

changes in interest rates,
general economic and financial market conditions,
the Company’s ability to manage its growth or implement its growth strategy,
the incremental cost and/or decreased revenues associated with exceeding $10 billion in assets,
levels of unemployment in the Bank’s lending area,
real estate values in the Bank’s lending area,
an insufficient allowance for loan losses,
the quality or composition of the loan or investment portfolios,
concentrations of loans secured by real estate, particularly commercial real estate,
the effectiveness of the Company’s credit processes and management of the Company’s credit risk,
demand for loan products and financial services in the Company’s market area,
the Company’s ability to compete in the market for financial services,
technological risks and developments, and cyber attacks or events,
performance by the Company’s 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,
monetary and fiscal policies of the U.S. government including policies of the U.S. Department of the Treasury and the Board of Governors of the Federal Reserve System, and
accounting principles and guidelines.

More information on risk factors that could affect the Company’s forward-looking statements is available on the Company’s website, http://investors.bankatunion.com or the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and other reports filed with the SEC. The information on the Company’s website is not a part of this press release. All risk factors and uncertainties described in those documents should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company does not intend or assume any obligation to update or revise any forward-looking statements that may be made from time to time by or on behalf of the Company.





UNION BANKSHARES CORPORATION AND SUBSIDIARIES
KEY FINANCIAL RESULTS
(Dollars in thousands, except share data)
(FTE - "Fully Taxable Equivalent")
 
Three Months Ended
 
3/31/17
 
12/31/16
 
3/31/16
Results of Operations
(unaudited)
 
(unaudited)
 
(unaudited)
Interest and dividend income
$
76,640

 
$
76,957

 
$
70,749

Interest expense
10,073

 
8,342

 
7,018

Net interest income
66,567

 
68,615

 
63,731

Provision for credit losses
2,122

 
1,723

 
2,604

Net interest income after provision for credit losses
64,445

 
66,892

 
61,127

Noninterest income
18,839

 
18,050

 
15,914

Noninterest expenses
57,395

 
56,267

 
54,272

Income before income taxes
25,889

 
28,675

 
22,769

Income tax expense
6,765

 
7,899

 
5,808

Net income
$
19,124

 
$
20,776

 
$
16,961

 
 
 
 
 
 
Interest earned on earning assets (FTE) (1)
$
79,180

 
$
79,833

 
$
73,238

Net interest income (FTE) (1)
69,107

 
71,491

 
66,220

Core deposit intangible amortization
1,516

 
1,621

 
1,880

 
 
 
 
 
 
Net income - community bank segment
$
19,120

 
$
20,394

 
$
16,907

Net income (loss) - mortgage segment
4

 
382

 
54

 
 
 
 
 
 
Key Ratios
 
 
 
 
 
Earnings per common share, diluted
$
0.44

 
$
0.48

 
$
0.38

Return on average assets (ROA)
0.92
%
 
0.99
%
 
0.88
%
Return on average equity (ROE)
7.68
%
 
8.22
%
 
6.89
%
Return on average tangible common equity (ROTCE) (2)
11.20
%
 
12.05
%
 
10.13
%
Efficiency ratio
67.20
%
 
64.92
%
 
68.14
%
Efficiency ratio (FTE) (1)
65.26
%
 
62.84
%
 
66.08
%
Net interest margin
3.52
%
 
3.63
%
 
3.68
%
Net interest margin (FTE) (1)
3.66
%
 
3.78
%
 
3.82
%
Yields on earning assets (FTE) (1)
4.19
%
 
4.23
%
 
4.23
%
Cost of interest-bearing liabilities (FTE) (1)
0.68
%
 
0.57
%
 
0.52
%
Cost of funds (FTE) (1)
0.53
%
 
0.45
%
 
0.41
%
Net interest margin, core (FTE) (3)
3.58
%
 
3.70
%
 
3.76
%
 
 
 
 
 
 
Per Share Data
 
 
 
 
 
Earnings per common share, basic
$
0.44

 
$
0.48

 
$
0.38

Earnings per common share, diluted
0.44

 
0.48

 
0.38

Cash dividends paid per common share
0.20

 
0.20

 
0.19

Market value per share
35.18

 
35.74

 
24.63

Book value per common share
23.44

 
23.15

 
22.55

Tangible book value per common share (2)
16.12

 
15.78

 
15.31

Price to earnings ratio, diluted
19.71

 
18.72

 
16.12

Price to book value per common share ratio
1.50

 
1.54

 
1.09

Price to tangible common share ratio
2.18

 
2.26

 
1.61

Weighted average common shares outstanding, basic
43,654,498

 
43,577,634

 
44,251,276

Weighted average common shares outstanding, diluted
43,725,923

 
43,659,416

 
44,327,229

Common shares outstanding at end of period
43,679,947

 
43,609,317

 
43,854,381



 



 
As of & For Three Months Ended
 
3/31/17
 
12/31/16
 
3/31/16
Capital Ratios
(unaudited)
 
(unaudited)
 
(unaudited)
Common equity Tier 1 capital ratio (4)
9.55
%
 
9.72
%
 
10.25
%
Tier 1 capital ratio (4)
10.77
%
 
10.97
%
 
11.63
%
Total capital ratio (4)
13.29
%
 
13.56
%
 
12.16
%
Leverage ratio (Tier 1 capital to average assets) (4)
9.79
%
 
9.87
%
 
10.25
%
Common equity to total assets
11.71
%
 
11.88
%
 
12.52
%
Tangible common equity to tangible assets (2)
8.36
%
 
8.41
%
 
8.86
%
 
 
 
 
 
 
Financial Condition
 
 
 
 
 
Assets
$
8,669,920

 
$
8,426,793

 
$
7,832,611

Loans held for investment
6,554,046

 
6,307,060

 
5,780,502

Earning Assets
7,859,563

 
7,611,098

 
7,045,552

Goodwill
298,191

 
298,191

 
293,522

Amortizable intangibles, net
18,965

 
20,602

 
21,430

Deposits
6,614,195

 
6,379,489

 
5,945,982

Stockholders' equity
1,015,631

 
1,001,032

 
980,978

Tangible common equity (2)
698,475

 
682,239

 
666,026

 
 
 
 
 
 
Loans held for investment, net of deferred fees and costs
 
 
 
 
 
Construction and land development
$
770,287

 
$
751,131

 
$
776,698

Commercial real estate - owner occupied
870,559

 
857,805

 
849,202

Commercial real estate - non-owner occupied
1,631,767

 
1,564,295

 
1,296,251

Multifamily real estate
353,769

 
334,276

 
323,270

Commercial & Industrial
576,567

 
551,526

 
453,208

Residential 1-4 Family
1,057,439

 
1,029,547

 
978,478

Auto
271,466

 
262,071

 
241,737

HELOC
527,863

 
526,884

 
517,122

Consumer and all other
494,329

 
429,525

 
344,536

Total loans held for investment
$
6,554,046

 
$
6,307,060

 
$
5,780,502

 
 
 
 
 
 
Deposits
 
 
 
 
 
NOW accounts
$
1,792,531

 
$
1,765,956

 
$
1,504,227

Money market accounts
1,499,585

 
1,435,591

 
1,323,192

Savings accounts
602,851

 
591,742

 
589,542

Time deposits of $100,000 and over
555,431

 
530,275

 
508,153

Other time deposits
672,998

 
662,300

 
657,625

Total interest-bearing deposits
$
5,123,396

 
$
4,985,864

 
$
4,582,739

Demand deposits
1,490,799

 
1,393,625

 
1,363,243

Total deposits
$
6,614,195

 
$
6,379,489

 
$
5,945,982

 
 
 
 
 
 
Averages
 
 
 
 
 
Assets
$
8,465,517

 
$
8,312,750

 
$
7,764,830

Loans held for investment
6,383,905

 
6,214,084

 
5,709,998

Loans held for sale
27,359

 
43,594

 
27,304

Securities
1,207,768

 
1,202,125

 
1,187,150

Earning assets
7,660,937

 
7,514,979

 
6,968,988

Deposits
6,407,281

 
6,310,025

 
5,899,404

Certificates of deposit
1,211,064

 
1,192,253

 
1,171,972

Interest-bearing deposits
5,013,315

 
4,885,428

 
4,562,856

Borrowings
986,645

 
927,218

 
816,943

Interest-bearing liabilities
5,999,960

 
5,812,646

 
5,379,799

Stockholders' equity
1,010,318

 
1,005,769

 
989,414

Tangible common equity (2)
692,384

 
686,143

 
673,562







 
As of & For Three Months Ended
 
3/31/17
 
12/31/16
 
3/31/16
Asset Quality
(unaudited)
 
(unaudited)
 
(unaudited)
Allowance for Loan Losses (ALL)
 
 
 
 
 
Beginning balance
$
37,192

 
$
36,542

 
$
34,047

Add: Recoveries
845

 
1,003

 
828

Less: Charge-offs
1,633

 
1,827

 
2,980

Add: Provision for loan losses
2,010

 
1,474

 
2,504

Ending balance
$
38,414

 
$
37,192

 
$
34,399

 
 
 
 
 
 
ALL / total outstanding loans
0.59
%
 
0.59
%
 
0.60
%
ALL / total outstanding loans, adjusted for acquisition accounting (5)
0.84
%
 
0.86
%
 
0.95
%
Net charge-offs / total average loans
0.05
%
 
0.05
%
 
0.15
%
Provision / total average loans
0.13
%
 
0.09
%
 
0.18
%
 
 
 
 
 
 
Total PCI Loans
$
57,770

 
$
59,292

 
$
70,105

 
 
 
 
 
 
Nonperforming Assets
 
 
 
 
 
Construction and land development
$
6,545

 
$
2,037

 
$
2,156

Commercial real estate - owner occupied
1,298

 
794

 
2,816

Commercial real estate - non-owner occupied
2,798

 

 

Commercial & Industrial
3,245

 
124

 
810

Residential 1-4 Family
5,856

 
5,279

 
5,696

Auto
393

 
169

 
162

HELOC
1,902

 
1,279

 
973

Consumer and all other
301

 
291

 
479

Nonaccrual loans
$
22,338

 
$
9,973

 
$
13,092

Other real estate owned
9,605

 
10,084

 
14,246

Total nonperforming assets (NPAs)
$
31,943

 
$
20,057

 
$
27,338

Construction and land development
$
16

 
$
76

 
$
544

Commercial real estate - owner occupied
93

 
35

 
196

Commercial real estate - non-owner occupied
711

 

 
723

Commercial & Industrial

 
9

 
422

Residential 1-4 Family
686

 
2,048

 
2,247

Auto
11

 
111

 
53

HELOC
680

 
635

 
1,315

Consumer and all other
126

 
91

 
223

Loans ≥ 90 days and still accruing
$
2,323

 
$
3,005

 
$
5,723

Total NPAs and loans ≥ 90 days
$
34,266

 
$
23,062

 
$
33,061

NPAs / total outstanding loans
0.49
%
 
0.32
%
 
0.47
%
NPAs / total assets
0.37
%
 
0.24
%
 
0.35
%
ALL / nonaccrual loans
171.97
%
 
372.93
%
 
262.75
%
ALL / nonperforming assets
120.26
%
 
185.43
%
 
125.83
%
 
 
 
 
 
 
Troubled Debt Restructurings
 
 
 
 
 
Performing
$
14,325

 
$
13,967

 
$
11,486

Nonperforming
4,399

 
1,435

 
1,470

Total troubled debt restructurings
$
18,724

 
$
15,402

 
$
12,956






 
As of & For Three Months Ended
 
3/31/17
 
12/31/16
 
3/31/16
Past Due Detail
(unaudited)
 
(unaudited)
 
(unaudited)
Construction and land development
$
630

 
$
1,162

 
$
2,676

Commercial real estate - owner occupied
878

 
1,842

 
1,787

Commercial real estate - non-owner occupied
1,487

 
2,369

 
24

Multifamily real estate

 
147

 
155

Commercial & Industrial
453

 
759

 
985

Residential 1-4 Family
11,615

 
7,038

 
13,711

Auto
1,534

 
2,570

 
1,519

HELOC
1,490

 
1,836

 
1,870

Consumer and all other
1,766

 
2,522

 
736

Loans 30-59 days past due
$
19,853

 
$
20,245

 
$
23,463

 
 
 
 
 
 
Construction and land development
$
376

 
$
232

 
$
724

Commercial real estate - owner occupied

 
109

 
963

Commercial real estate - non-owner occupied

 

 
276

Commercial & Industrial
126

 
858

 
284

Residential 1-4 Family
2,104

 
534

 
1,111

Auto
250

 
317

 
126

HELOC
365

 
1,140

 
388

Consumer and all other
1,460

 
1,431

 
1,996

Loans 60-89 days past due
$
4,681

 
$
4,621

 
$
5,868

 
 
 
 
 
 
Alternative Performance Measures (non-GAAP)
 
 
 
 
 
Tangible Assets
 
 
 
 
 
Ending assets
$
8,669,920

 
$
8,426,793

 
$
7,832,611

Less: Ending goodwill
298,191

 
298,191

 
293,522

Less: Ending amortizable intangibles
18,965

 
20,602

 
21,430

Ending tangible assets (non-GAAP)
$
8,352,764

 
$
8,108,000

 
$
7,517,659

 
 
 
 
 
 
Tangible Common Equity (2)
 
 
 
 
 
Ending equity
$
1,015,631

 
$
1,001,032

 
$
980,978

Less: Ending goodwill
298,191

 
298,191

 
293,522

Less: Ending amortizable intangibles
18,965

 
20,602

 
21,430

Ending tangible common equity (non-GAAP)
$
698,475

 
$
682,239

 
$
666,026

 
 
 
 
 
 
Average equity
$
1,010,318

 
$
1,005,769

 
$
989,414

Less: Average goodwill
298,191

 
298,191

 
293,522

Less: Average amortizable intangibles
19,743

 
21,435

 
22,330

Average tangible common equity (non-GAAP)
$
692,384

 
$
686,143

 
$
673,562

 
 
 
 
 
 
ALL to loans, adjusted for acquisition accounting (non-GAAP)(5)
 
 
 
 
Allowance for loan losses
$
38,414

 
$
37,192

 
$
34,399

Remaining fair value mark on purchased performing loans
16,121

 
16,939

 
19,994

Adjusted allowance for loan losses
$
54,535

 
$
54,131

 
$
54,393

 
 
 
 
 
 
Loans, net of deferred fees
$
6,554,046

 
$
6,307,060

 
$
5,780,502

Remaining fair value mark on purchased performing loans
16,121

 
16,939

 
19,994

Less: Purchased credit impaired loans, net of fair value mark
57,770

 
59,292

 
70,105

Adjusted loans, net of deferred fees
$
6,512,397

 
$
6,264,707

 
$
5,730,391

 
 
 
 
 
 
ALL / gross loans, adjusted for acquisition accounting
0.84
%
 
0.86
%
 
0.95
%






 
As of & For Three Months Ended
 
3/31/17
 
12/31/16
 
3/31/16
Alternative Performance Measures (non-GAAP) cont'd
(unaudited)
 
(unaudited)
 
(unaudited)
Net interest income (FTE) & Core Net Interest Income (FTE)


 


 


Net interest income (GAAP)
$
66,567

 
$
68,615

 
$
63,731

FTE adjustment
2,540

 
2,876

 
2,489

Net interest income FTE (non-GAAP) (1)
$
69,107

 
$
71,491

 
$
66,220

Less: Net accretion of acquisition fair value marks
(1,493
)
 
(1,609
)
 
(1,146
)
Core net interest income FTE (non-GAAP) (3)
$
67,614

 
$
69,882

 
$
65,074

Average earning assets
7,660,937

 
7,514,979

 
6,968,988

Net interest margin
3.52
%
 
3.63
%
 
3.68
%
Net interest margin (FTE)
3.66
%
 
3.78
%
 
3.82
%
Core net interest margin (FTE)
3.58
%
 
3.70
%
 
3.76
%
 
 
 
 
 
 
Mortgage Origination Volume
 
 
 
 
 
Refinance Volume
$
34,331

 
$
71,454

 
$
37,304

Construction Volume
22,669

 
10,621

 
14,894

Purchase Volume
43,216

 
63,249

 
46,013

Total Mortgage loan originations
$
100,216

 
$
145,324

 
$
98,211

% of originations that are refinances
34.3
%
 
49.2
%
 
38.0
%
 
 
 
 
 
 
Other Data
 
 
 
 
 
End of period full-time employees
1,412

 
1,416

 
1,400

Number of full-service branches
113

 
114

 
124

Number of full automatic transaction machines (ATMs)
184

 
185

 
201


(1) Net interest income (FTE), which is used in computing net interest margin (FTE) and efficiency ratio (FTE), provides 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) Tangible common equity is used in the calculation of certain profitability, capital, and per share ratios. The Company believes 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.

(3) Core net interest income (FTE), which is used in computing core net interest margin (FTE), provides valuable additional insight into the net interest margin by adjusting for differences in tax treatment of interest income sources as well as the net accretion of acquisition-related fair value marks.

(4) All ratios at March 31, 2017 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed.

(5) The allowance for loan losses ratio, adjusted for acquisition accounting (non-GAAP), includes an adjustment for the fair value mark on purchased performing loans. The purchased performing loans are reported net of the related fair value mark in loans, net of deferred fees, on the Company’s Consolidated Balance Sheet; therefore, the fair value mark is added back to the balance to represent the total loan portfolio. The adjusted allowance for loan losses, including the fair value mark, represents the total reserve on the Company’s loan portfolio. The PCI loans, net of the respective fair value mark, are removed from the loans, net of deferred fees, as these PCI loans are not covered by the allowance established by the Company unless changes in expected cash flows indicate that one of the PCI loan pools are impaired, at which time an allowance for PCI loans will be established. GAAP requires the acquired allowance for loan losses not be carried over in an acquisition or merger. The Company believes the presentation of the allowance for loan losses ratio, adjusted for acquisition accounting, is useful to investors because the acquired loans were purchased at a market discount with no allowance for loan losses carried over to the Company, and the fair value mark on the purchased performing loans represents the allowance associated with those purchased loans. The Company believes that this measure is a better reflection of the reserves on the Company’s loan portfolio.



UNION BANKSHARES CORPORATION AND SUBSIDIARIES
 
 
CONSOLIDATED BALANCE SHEETS
 
 
(Dollars in thousands, except share data)
 
 
 
 
 
 
March 31,
 
December 31,
 
March 31,
 
2017
 
2016
 
2016
ASSETS
(unaudited)
 
 
 
(unaudited)
Cash and cash equivalents:
 
 
 
 
 
Cash and due from banks
$
120,216

 
$
120,758

 
$
95,462

Interest-bearing deposits in other banks
62,656

 
58,030

 
37,227

Federal funds sold
947

 
449

 
650

Total cash and cash equivalents
183,819

 
179,237

 
133,339

Securities available for sale, at fair value
953,058

 
946,764

 
939,409

Securities held to maturity, at carrying value
203,478

 
201,526

 
204,444

Restricted stock, at cost
65,402

 
60,782

 
58,211

Loans held for sale, at fair value
19,976

 
36,487

 
25,109

Loans held for investment, net of deferred fees and costs
6,554,046

 
6,307,060

 
5,780,502

Less allowance for loan losses
38,414

 
37,192

 
34,399

Net loans held for investment
6,515,632

 
6,269,868

 
5,746,103

Premises and equipment, net
122,512

 
122,027

 
125,357

Other real estate owned, net of valuation allowance
9,605

 
10,084

 
14,246

Goodwill
298,191

 
298,191

 
293,522

Amortizable intangibles, net
18,965

 
20,602

 
21,430

Bank owned life insurance
178,774

 
179,318

 
175,033

Other assets
100,508

 
101,907

 
96,408

Total assets
$
8,669,920

 
$
8,426,793

 
$
7,832,611

LIABILITIES
 
 

 
 
Noninterest-bearing demand deposits
$
1,490,799

 
$
1,393,625

 
$
1,363,243

Interest-bearing deposits
5,123,396

 
4,985,864

 
4,582,739

Total deposits
6,614,195

 
6,379,489

 
5,945,982

Securities sold under agreements to repurchase
44,587

 
59,281

 
91,977

Other short-term borrowings
522,500

 
517,500

 
466,000

Long-term borrowings
413,779

 
413,308

 
291,662

Other liabilities
59,228

 
56,183

 
56,012

Total liabilities
7,654,289

 
7,425,761

 
6,851,633

Commitments and contingencies
 
 
 
 
 
STOCKHOLDERS' EQUITY
 
 
 
 
 
Common stock, $1.33 par value, shares authorized 100,000,000; issued and outstanding, 43,679,947 shares, 43,609,317 shares, and 43,854,381 shares, respectively.
57,629

 
57,506

 
57,850

Additional paid-in capital
606,078

 
605,397

 
610,084

Retained earnings
352,335

 
341,938

 
306,685

Accumulated other comprehensive income
(411
)
 
(3,809
)
 
6,359

Total stockholders' equity
1,015,631

 
1,001,032

 
980,978

Total liabilities and stockholders' equity
$
8,669,920

 
$
8,426,793

 
$
7,832,611





UNION BANKSHARES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except share data)
 
 
 
 
 
 
Three Months Ended
 
March 31,
 
December 31,
 
March 31,
 
2017
 
2016
 
2016
Interest and dividend income:
(unaudited)
 
(unaudited)
 
(unaudited)
Interest and fees on loans
$
68,084

 
$
68,683

 
$
62,947

Interest on deposits in other banks
71

 
67

 
47

Interest and dividends on securities:
 
 
 
 
 
Taxable
4,923

 
4,761

 
4,316

Nontaxable
3,562

 
3,446

 
3,439

Total interest and dividend income
76,640

 
76,957

 
70,749

Interest expense:
 
 
 
 
 
Interest on deposits
5,077

 
4,786

 
4,195

Interest on short-term borrowings
950

 
797

 
623

Interest on long-term borrowings
4,046

 
2,759

 
2,200

Total interest expense
10,073

 
8,342

 
7,018

Net interest income
66,567

 
68,615

 
63,731

Provision for credit losses
2,122

 
1,723

 
2,604

Net interest income after provision for credit losses
64,445

 
66,892

 
61,127

Noninterest income:
 
 
 
 
 
Service charges on deposit accounts
4,829

 
5,042

 
4,734

Other service charges and fees
4,408

 
4,204

 
4,156

Fiduciary and asset management fees
2,794

 
2,884

 
2,138

Mortgage banking income, net
2,025

 
2,629

 
2,146

Gains on securities transactions, net
481

 
60

 
143

Bank owned life insurance income
2,125

 
1,391

 
1,372

Loan-related interest rate swap fees
1,180

 
1,198

 
662

Other operating income
997

 
642

 
563

Total noninterest income
18,839

 
18,050

 
15,914

Noninterest expenses:
 
 
 
 
 
Salaries and benefits
32,168

 
30,042

 
28,048

Occupancy expenses
4,903

 
4,901

 
4,976

Furniture and equipment expenses
2,603

 
2,608

 
2,636

Printing, postage, and supplies
1,150

 
1,126

 
1,139

Communications expense
910

 
887

 
1,089

Technology and data processing
3,900

 
4,028

 
3,814

Professional services
1,658

 
1,653

 
1,989

Marketing and advertising expense
1,740

 
1,946

 
1,938

FDIC assessment premiums and other insurance
706

 
1,403

 
1,362

Other taxes
2,022

 
1,592

 
1,618

Loan-related expenses
1,329

 
1,152

 
878

OREO and credit-related expenses
541

 
637

 
569

Amortization of intangible assets
1,637

 
1,742

 
1,880

Training and other personnel costs
969

 
923

 
744

Other expenses
1,159

 
1,627

 
1,592

Total noninterest expenses
57,395

 
56,267

 
54,272

Income before income taxes
25,889

 
28,675

 
22,769

Income tax expense
6,765

 
7,899

 
5,808

Net income
$
19,124

 
$
20,776

 
$
16,961

Basic earnings per common share
$
0.44

 
$
0.48

 
$
0.38

Diluted earnings per common share
$
0.44

 
$
0.48

 
$
0.38





UNION BANKSHARES CORPORATION AND SUBSIDIARIES
SEGMENT FINANCIAL INFORMATION
(Dollars in thousands)
 
 
 
 
 
 
 
 
Community Bank
 
Mortgage
 
Eliminations
 
Consolidated
Three Months Ended March 31, 2017 (unaudited)
 
 
 
 
 
 
 
Net interest income
$
66,234

 
$
333

 
$

 
$
66,567

Provision for credit losses
2,104

 
18

 

 
2,122

Net interest income after provision for credit losses
64,130

 
315

 

 
64,445

Noninterest income
16,757

 
2,223

 
(141
)
 
18,839

Noninterest expenses
55,014

 
2,522

 
(141
)
 
57,395

Income before income taxes
25,873

 
16

 

 
25,889

Income tax expense
6,753

 
12

 

 
6,765

Net income
$
19,120

 
$
4

 
$

 
$
19,124

Total assets
$
8,660,987

 
$
76,818

 
$
(67,885
)
 
$
8,669,920

 
 
 
 
 
 
 
 
Three Months Ended December 31, 2016 (unaudited)
 
 
 
 
 
 
 
Net interest income
$
68,205

 
$
410

 
$

 
$
68,615

Provision for credit losses
1,668

 
55

 

 
1,723

Net interest income after provision for credit losses
66,537

 
355

 

 
66,892

Noninterest income
15,368

 
2,823

 
(141
)
 
18,050

Noninterest expenses
53,810

 
2,598

 
(141
)
 
56,267

Income before income taxes
28,095

 
580

 

 
28,675

Income tax expense
7,701

 
198

 

 
7,899

Net income
$
20,394

 
$
382

 
$

 
$
20,776

Total assets
$
8,419,625

 
$
93,581

 
$
(86,413
)
 
$
8,426,793

 
 
 
 
 
 
 
 
Three Months Ended March 31, 2016 (unaudited)
 
 
 
 
 
 
 
Net interest income
$
63,425

 
$
306

 
$

 
$
63,731

Provision for credit losses
2,500

 
104

 

 
2,604

Net interest income after provision for credit losses
60,925

 
202

 

 
61,127

Noninterest income
13,608

 
2,477

 
(171
)
 
15,914

Noninterest expenses
51,844

 
2,599

 
(171
)
 
54,272

Income (loss) before income taxes
22,689

 
80

 

 
22,769

Income tax expense (benefit)
5,782

 
26

 

 
5,808

Net income (loss)
$
16,907

 
$
54

 
$

 
$
16,961

Total assets
$
7,825,652

 
$
55,069

 
$
(48,110
)
 
$
7,832,611





AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS)
 
For the Quarter Ended
 
March 31, 2017
 
December 31, 2016
 
Average Balance
 
Interest Income / Expense
 
Yield / Rate (1)
 
Average Balance
 
Interest Income / Expense
 
Yield / Rate (1)
Assets:
(unaudited)
 
(unaudited)
Securities:
 
 
 
 
 
 
 
 
 
 
 
Taxable
$
746,359

 
$
4,923

 
2.68
%
 
$
749,059

 
$
4,761

 
2.53
%
Tax-exempt
461,409

 
5,480

 
4.82
%
 
453,066

 
5,302

 
4.66
%
Total securities
1,207,768

 
10,403

 
3.49
%
 
1,202,125

 
10,063

 
3.33
%
Loans, net (2) (3)
6,383,905

 
68,503

 
4.35
%
 
6,214,084

 
69,358

 
4.44
%
Other earning assets
69,264

 
274

 
1.60
%
 
98,770

 
412

 
1.66
%
Total earning assets
7,660,937

 
$
79,180

 
4.19
%
 
7,514,979

 
$
79,833

 
4.23
%
Allowance for loan losses
(37,898
)
 
 
 
 
 
(37,808
)
 
 
 

Total non-earning assets
842,478

 
 
 
 
 
835,579

 
 
 
 
Total assets
$
8,465,517

 
 
 
 
 
$
8,312,750

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders' Equity:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
Transaction and money market accounts
$
3,205,692

 
$
1,969

 
0.25
%
 
$
3,099,424

 
$
1,804

 
0.23
%
Regular savings
596,559

 
191

 
0.13
%
 
593,751

 
201

 
0.13
%
Time deposits
1,211,064

 
2,917

 
0.98
%
 
1,192,253

 
2,781

 
0.93
%
Total interest-bearing deposits
5,013,315

 
5,077

 
0.41
%
 
4,885,428

 
4,786

 
0.39
%
Other borrowings (4)
986,645

 
4,996

 
2.05
%
 
927,218

 
3,556

 
1.53
%
Total interest-bearing liabilities
5,999,960

 
10,073

 
0.68
%
 
5,812,646

 
8,342

 
0.57
%
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
1,393,966

 
 
 
 
 
1,424,597

 
 
 
 
Other liabilities
61,273

 
 
 
 
 
69,738

 
 
 
 
Total liabilities
7,455,199

 
 
 
 
 
7,306,981

 
 
 
 
Stockholders' equity
1,010,318

 
 
 
 
 
1,005,769

 
 
 
 
Total liabilities and stockholders' equity
$
8,465,517

 
 
 
 
 
$
8,312,750

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
 
$
69,107

 
 
 
 
 
$
71,491

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate spread (5)
 
 
 
 
3.51
%
 
 
 
 
 
3.66
%
Cost of funds
 
 
 
 
0.53
%
 
 
 
 
 
0.45
%
Net interest margin (6)
 
 
 
 
3.66
%
 
 
 
 
 
3.78
%
 
 
 
 
 
 
 
 
 
 
 
 
(1) Rates and yields are annualized and calculated from actual, not rounded, amounts in thousands, which appear above.
(2) Nonaccrual loans are included in average loans outstanding.
(3) Interest income on loans includes $1.4 million and $1.5 million for the three months ended March 31, 2017 and December 31, 2016, respectively, in accretion of the fair market value adjustments related to acquisitions.
(4) Interest expense on borrowings includes $48,000 and $71,000 for the three months ended March 31, 2017 and December 31, 2016, respectively, in accretion of the fair market value adjustments related to acquisitions.
(5) Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 35%.
(6) Core net interest margin excludes purchase accounting adjustments and was 3.58% and 3.70% for the three months ended March 31, 2017 and December 31, 2016, respectively.