Good morning. My name is Kyle and I'll be your conference operator today. At this time, I’d like to welcome everyone to the Union Bankshares' First Quarter Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. [Operator Instructions]. Thank you, Mr. Cimino, you may begin your conference.

Thank you Kyle and good morning everyone. I have Union President and CEO, Billy Beale and Executive Vice President and CFO, Rob Gorman, with me today. Also joining us for the question-and-answer period are Tony Peay, EVP and Chief Banking Officer; Elizabeth Bentley, EVP and Chief Retail Officer; Dave Bilko, EVP and Chief Risk Officer; and Jeff Farrar, EVP of Wealth Management, Insurance and Mortgage. Please note that today’s earnings release is available for download on our investor website, investors.bankatunion.com. Before I turn the call over to Billy, I would like to remind everyone that we’ll make forward-looking statements on today’s call which are subject to risks and uncertainties. A full discussion of the company's risk factors are included in our SEC filings. At the end of the call, we'll take questions from the research analyst community. Now I’ll turn the call over to Billy Deale.

Thank you Bill, good morning everyone. Thank you for taking time out of your day on probably what is a very busy earnings season to join us for this call. As I have mentioned on previous calls, we have been making steady progress towards delivering on our strategic growth objectives that will enable Union to deliver top tier financial performance for our shareholders. The first quarter results reflect that effort as our team delivered earnings of $17 million or $0.38 a share which represents an 8% increase over the prior year’s first quarter net income level. During the first three months of the year we continued to capitalize on the organic growth opportunities that we see in our markets which is reflective of the improving Virginia economy and particularly strong job growth at Richmond which has seen year-over-year growth in loans of more than 12%. We remained focused on building people relationships with our existing retail, commercial, wealth management, and mortgage clients to better team work within and across our business or lines of business as well as by enhancing our digital services and product offerings to our customers. During the quarter we saw a 2% annualized growth in core deposit households to more than a 176,000 customers which shows the continued strengths of our value propositions. Loan growth improved this quarter as total loans for the first three months of the year grew more than our mid single-digit expectation coming in at 7.7% annualized growth for the quarter. Production levels remain steady and broad-based across our footprints and our loan pipelines look healthy coming into the second quarter. Asset quality is outstanding is as due where non-performing loans declined 12% from the prior quarter and 20% from the first quarter of 2015. In addition we were able to reduce…

Well, thank you, Billy and good morning everyone. Thanks for joining us today. I’d now like to take a few minutes to walk you through some of the details of our financial results for the quarter. As Billy noted earnings for the first quarter was $17 million or $0.38 per share. That’s down slightly from the fourth quarter $17.8 million or $0.40 per share, but up nicely – up 8% from last year’s first quarter's results. The Community Bank segments results were $16.9 million in the first quarter, while the mortgage segment reported a modest profit of $54,000 despite lower origination levels versus the prior quarter. Return on tangible common equity was 10.1% down slightly from 10.4% in the fourth quarter, but up from 9.7% from the same period of last year. Return on assets of 88 basis points were down 5 basis points on a linked quarter basis, but again up 2 basis points from the first quarter of 2015. The company’s efficiency ratio improved to 66.1% in the current quarter, down from 66.5% in the fourth quarter and is down nearly 200 basis points from 68% in the prior year’s first quarter. Now turning to the major components of the income statement, tax equivalent net interest income was $66.2 million, that’s up $1.3 million from the fourth quarter, driven by higher earning asset balances and yields. Of note the current quarter’s reported net interest margin increased by 6 basis points to 3.82% compared to 3.76% in the previous quarter. Accretion of purchase accounting adjustments for loans and borrowings added 6 basis points to the net interest margin in the first quarter, that’s down 1 basis point or about $216,000 from the fourth quarter. For your reference actual remaining estimated net accretion impact is reflected in the table included…

Thanks Rob and Kyle we are ready for our first questions please.

[Operator Instructions]. Your first question comes from the line of Casey Orr from Sandler O'Neill. Your line is open.

Good morning, great quarter.

Thank you and good morning.

Thanks. Can you tell us where you are now on the expense side in preparing for crossing 10 billion mark, how much have you spent in terms of dollars or people and have you or how you have invested there and how much more spending do you think you have to go?

Yes, that’s a good question. As we talked before we are investing in various areas to get ready for the crossing the $10 billion level. A lot of that spending is in doing our enterprise risk management area out in. For the most part we have made the investments in the people side of that, just probably added about you know $2 million or so $1.5 million to $2 million on the people side. We still have some investments to go in terms of some of the systems and software invested that need to be made that will take place over the remainder of this year. We’ve also been investing in our technology infrastructure and that is probably a quarter of the way. We plan on investing in that technology in infrastructure areas during the balance of this year and probably some into next year. And we had estimated that would be about 2.5 million or so but we do have ways to go and that we have not finished that component. And then we’ve also got areas of investment that we are making in our DFAS capabilities which we have just started undertaking that project and expect to add another 500,000 to 600,000 will be spent this year to help us get in position for that. But that wouldn’t be all that we would be doing with probably some additional investments in 2017 related to some people skill sets that we’ll need to add as well. So on the enterprise risk management side we’re pretty long ways towards that investment, technology is probably about a ways to go probably at quarter-end and DFAS is probably less than 10% at the end of this point.

Casey, let me add that I think Rob has summarized sort of the expense portion of it but I think there are some initiatives that we have eluded to relative to gaining efficiencies in back office operations and other places that once we’ve implemented then we’ll be glad to share what the cost is but we think that will be some offset to that spend.

That’s right, sorry Casey go ahead.

That’s very helpful. And sticking with expenses, probably a question for Jeff but it looks like more of your expenses came down this quarter but are you still expecting to add staff there or do you think you are all set with the people you have in place in that group.

From a standard expense control management perspective I think we have done a lot of heavy lifting and I don’t really foresee significant improvement from that standpoint. I think the strategy for us is a revenue play. I think that the current leadership in the mortgage group would acknowledge that we are behind there. Hiring has been difficult. We need to do better I think to the extent we can do better, we should see incremental profitability immediately within the mortgage operations. It feels good about what we have today in terms of this quality, in terms of the back office structure. So it is all about seeing some leverage time to improve the overall profitability.

Yeah Casey, just to add on that -- talking about adding mortgage loan originators where the conditions and the expenses go through the non-interest pay offsets the revenue lines. So, you won't see that come through in the expense line.

Alright great, thanks for taking my questions. I will let somebody else jump on.

Thanks Casey. And Kyle we are ready for the next question please.

Your next question comes from the line of Catherine Mealor from KBW. Your line is open.

Good morning everyone.

Good morning Catherine.

Rob's mentioned that the higher the margin was largely due to higher variable rate loan yields, was there any impacts from higher loan fees this quarter as well?

On a quarter-to-quarter basis the loan fees were flat, they are at -- they are about 12 basis points in that loan field. But it is basically flat quarter-to-quarter so we didn’t even pick up from that.

Okay, and any commentary on the security bucket, it grew a little bit this quarter, little more than we thought in terms of growth last year and the yields also increased. There are any commentary on what you are putting on the books now?

Yes, we are pretty much sticking to our -- the way we have been investing primarily in mortgage backed securities in municipalities. We have added some corporate debt, a little bit of corporate debt, we have got -- I think we added about $20 million or so in terms of subordinating notes and senior notes in the portfolio which carry a higher yield in both communities and mortgage backed. So, hasn’t really changed anything on a wholesale basis, kind of just rough around the edges. We did do some restructuring of the portfolio in the fourth quarter in terms of trading out some lower yielding investments when we invested at higher levels and that helped a bit in terms of our overall yields in the investor portfolio.

I agree, thank you, great quarter.

Thank you. Kyle we are ready for the next caller please.

Your next question comes from the line of William Wallace from Raymond James. Your line is open.

Good morning guys.

Hey Wallace.

Most of my questions have been answered but maybe a little bit more color on the expense line, Rob you mentioned the -- I think 945,000 in annual cost saves that will come as a result of some of the branch closures beginning in May and then you mentioned something else right after that and I apologize I missed it, my connection is a little bit bad, but was the next part of that commentary?

We had in the first quarter we recorded 300,000 of non-recurring costs to close the branches, to consolidate the branches.

Okay, got you.

But that is kind of one time behind us now and going forward we will get the run rates improvement.

So, you get improvements in run rates there, you talked about some continuing investment that you anticipate over the coming couple of years really so, if we are looking at say $54 million expense in the first quarter net of that 300,000 in branch closure costs, would we anticipate that that level stays flattish to there as any saves are offset by investments or the additional opportunities that you highlighted Billy as potential down the road, could that actually drive a reduction in the expense line net of the investments?

Yes. Yes, we would expect, I mean remember Wally that the first quarter is kind of the high watermark for expenses with resets on payroll tax and things of that nature. So you should see some relief downward from – in the second quarter from FICA and unemployment taxes that won’t recur. We also had a couple of other items that were just branch closure causes. So we’d like to see that number come down, closer to the $53 million range, which I think we had talked about in our last quarter and on an average basis, maybe slightly higher than that given some of the investments that we need to make.

Okay. And then Billy, you mentioned in your prepared remarks that there's some additional OREO under contract. How – what was the amount that you said?

$2.3 million

Okay. Do you anticipate that goes in the second quarter or is that something that could be over the next couple of quarters?

I –- being that some of what we still haven’t closed we were projecting might close in the first quarter. I would count it as into the second, because things have a tendency to slip sometimes.

Sure, real distracting so.

While we're in the second we -– it could go in the – sorry, second and the second and the third. It’s my fault.

Okay.

I would say the majority of those properties under contract will close in the 2Q and there is maybe a couple that might slip, would be my comment on that.

Yes.

Okay. And then also on the credit line I noticed that the addition to non-accruals kind of jumped up some this quarter. Is there any specific color to that? Were there any larger credits or is it just deterioration of a handful of credits that were due – was paid in?

Yes, it’s somewhat a small, Rob.

Yes. And a lot of it's in the consumer mortgage books. That’s the lion’s share.

Yes, I would say that the consumer book was more than half of the bulk there.

Was that across all markets?

Let me -– I want this example.

Yes, Mike, hold on. I’ll see if I can decipher that. I don’t have residential real estate broken out by market Wally but, if I just look at the non-performing -- increase in non-performing assets herein to that I’d be better off not answering the question since I don’t have that level of detail.

Okay.

We could take you offline on that Wallace.

Is there -– is that something that you guys have marked to something to pay attention to just as a monitor of any deterioration of credit quality?

Well, sure.

In particular is there anything that you're worried about?

No, it’s not anything we're worried about. It -– we are not an aggressive foreclosure on houses. And as you know now with the new FCFPB rules we can’t even start the foreclosure until they are a 120 days past due. And we’ve got a very detailed loan mitigation or loss mitigation, a mitigation process to try to salvage that credit. So you have a tendency for things to build up in the first quarter if you will, because we do have a heart and we're not going to drop a foreclosure notice on somebody’s doorsteps the first part of December and those kinds of things. So we…

Okay.

You tend to see some of this but we've had these in here before and you just haven’t noticed them because there have been some other things.

Alright, okay.

That was the biggest category.

Okay. Thanks for that color. My last question just for clarity, in the press release you mentioned unrealized gains on mortgage banking derivatives, is that hedging activity?

Yes, that relates to recording the fair value of our interest rate WAP commitments and we had an increase in our WAP pipeline that suggest that fair value would go up but just…

It’s not hedged.

It’s the pipeline mark?

Yes.

Yes.

Yes, okay, thank you very much guys. I appreciate it.

Alright, thanks Wallace.

Kyle, we're ready for our next question please.

Your next question comes from the line of Laurie Hunsicker from Compass Point. Your line is open.

Yes, hi, good morning. Can we go back to the OREO for a minute? I know it came in at $14.2 million but do you have the split between what is the shutter branches piece and what is OREO and then just remind us that this $2.3 million under contract what is – which bucket is that going to be?

Yes, no change in the former branch sites year-end to 1Q. It’s about three…

Okay, so the…

I think that is $3.3 million.

$3.3 million, perfect.

Foreclosed is 10.9.

And there are no former branch sites under contract.

Okay. Any thoughts in terms of movement there or…?

Well, we're working on those as we speak. We did have one piece of property that was under contract in the court – that terminated the contract. So we continue to work that but it’s a relatively slow process on the bank’s side.

Yes, we're down to the more, shall we say, role branches where they would be less interest. So we're still getting some nibbles but nothing under contract sales.

Okay, great. And then the $2.2 million in net charge offs, was any of that related to King Carter?

No, no.

Okay, was any of that related to -– I mean because it’s a little bit larger than you’ve been running. Was any of that -– was a chunk of that related to any one loan?

Well, King Carter wouldn’t have been a charge off, because that’s our OREO, it would’ve just been -– that would have been gone straight through that.

Right, right.

So I think like…

Okay. And….

And it wasn’t any –- it was about 50-50 on commercial versus consumer lending. Somewhat had to do with -– did take some recourse, some credit card loans back that we had couple of hundred thousand's in that. Auto was…

Yes, we had entire law suits.

Yes.

And direct auto with this, again not atypical for the second quarter things kind of -- the first quarter things tend to get say sort of backed up on selling autos.

Okay, and then the auto –- yes, you changed your loan breakout slightly. So the last data point I had on auto was around $225 million. Is that about…?

Yes, it’s up -– I think it’s up over $230 million now. Other than rewriting past dues or still running at the store levels or low levels.

Okay. And do you have an approximate FICO on your auto book?

This is Tony. The -– our credits are going on at about 790 FICO score so which is about -– a year ago it was about 70 – sorry, 700, it was 709 a year ago. So it’s down slightly but not materially, pretty high credit fall.

I'm sorry. You know what you’re breaking up a lot. I'm having trouble with the connection. You said your average FICO is going on at what level?

700.

700, okay. And then just can we go back to King Carter for a minute. Was there any adjustment in the quarter or does that still sit at about $2.7 million?

Yes, well, there was -– I won’t call it an adjustment. There was a sale of almost $200,000 that we closed in the second quarter at basically breakeven. So there was some….

Okay, so that’s down to about 2.5?

Yes, sounds right.

Yes, that’s right.

Okay. I mean you’ve got that ripped down at such immaterial amount at the moment. Okay, and then just if we could go back to loan loss provisioning. You mentioned you had a strong pipeline. How should we be thinking about, I mean with respect to your credit costs obviously the OREO expense can weigh down that -- and I know that you’ve got the tax payments that roll into 2Q and 4Q. But as we think about your overall credit costs going forward, do you -– can you give us any guidance with respect to loan loss provisioning and OREO combined or however you break this out?

Yes, this definitely would be OREO balances or OREO cost, we're still sticking with between 500 and 750 a quarter.

Okay.

It is getting to be up or down some of it has to do with some of the property taxes being a little lumpy in Q2 and Q4. In terms of the loan loss provisioning, we had about 15 basis points swept when we think about it is to cover our charge offs and then any loan growths and work with that from a provisioning point of view. So charge offs have been fluctuating between 8 -– this quarter was 15 basis points, and then putting on 90 to 95 basis points on any additional loan growth beyond that. So the provisioning will be three to five basis points higher than the charge-off ratio in any particular quarter assuming loan growth comes in at levels we've been seeing.

Perfect. Okay, and then tax rate, can you help us there, you were a little bit lower this quarter? How should we be thinking about that?

Yes, I think last quarter I had mentioned running -– we would be running around a 26% tax rate. We came in at 25.5% this quarter. Basically it’s – it probably should bring -- my view point is that we should bring that down going forward. I would see it closer to 25.5% this by seven or eight versus the 26%. So we have taken our yield that down.

Okay. And then just going back to branch closures here, do you expect any one-time hits in the second quarter from the branch you're closing in May?

No, we've already taken the hit for the second quarter closures and consolidations and that’s part of the $300,000.

That’s 300, okay. Okay, and then the annual savings you mentioned of the $945,000, how much of that was in this quarter?

There was zero in this quarter. We just closed the branches Friday -– this past Friday so none of the savings came through yet. But the three that we closed, of the net three we closed in April, you’ll start to see that in May that run rate come through and then the one in May, you start to see that in June. So, nothing in the first quarter.

Laurie, just as a reminder on that, it’s a little different than in the past as we reopen up a new one in the elevation in Winchester so, it’s a little bit different than what you’ve seen in the past, since you have that new branch open, which opened on Monday.

Got it. And then obviously this quarter -– last quarter reflected some of your branch closure savings. So this quarter was the full reflect on the ones you closed at the end of last year, is that right?

That’s correct, yes.

Okay. And then just going back to your total expenses, you were -– again, if we start with 54.3 we're backing out the 300 at one time, the higher payroll taxes, that’s another 200 that comes out. Your marketing run rate was elevated. Is that unusually elevated or is that…?

No, that would that -– I would not take marketing down that -- we had a….

Well, we don’t typically advertise a lot in the fourth quarter because you get lost in the Thanksgiving and Christmas clutter.

Yes, so fourth quarter was a low point and I wouldn’t expect that that’s going –- first quarter run rate will hold for a few quarters.

Okay. And then with technology also elevated but that will continue to stay elevated?

Yes, that will continue at the levels that you see as well.

Okay. I mean I guess as we're thinking about and certainly you mentioned the $53 million range, could we potentially see it below that for this next one to two quarters, I'm just adjusting some of that for…

I would -– we're not projecting that because we do -– we are doing some more hiring and building our technology, infrastructure. We've also -- we will get the -– we only had one month of annual merit increases during the first quarter, we’ll see another two more months in the second quarter and that’s the $300,000 a month incremental. So I wouldn’t want to go below $53 million.

Okay. Okay and then just two more questions, your assets under management, where did you finish the quarter?

$1.9 billion.

Okay, so then plus the 300, you’ll be up to $2.2 billion? The 300 with Old Dominion, is that…?

That’s quite correct, yes.

Okay, and then just Billy one last sort of more macro question, just circling back to our case, you have started with the $10 billion mark, can you talk a little bit about your thoughts on going there, I mean obviously you went through the expense portion but just how you are approaching that, how you approach breakeven, how you think about going over that, what would be the timing in terms of when we could see you make that leap?

We are thinking about it methodically. We are preparing ourselves for it. Organic growth wise we would likely pierce 10 billion just based on organic growth in calendar 2019. We will then have 18 months or so after that before it would actually financially impact us. And so I would think that the leap these sort of reached the financial breakeven would be an acquisition somewhere in the $3 billion to $4 billion to $5 billion range. $3 billion would get you to breakeven but something larger than that would hopefully be accretive. To offset the expense and I would think it would be something that we would announce in 2018.

Okay, so likely this year next year we don’t see you do any meaningful acquisitions?

I didn’t say that. You asked me when I will leave the cost of 10 billion.

Okay, well in terms of acquisitions…

I mean I think we have been very consistent that if there is an opportunistic acquisition that would allow us to maximize earnings per share, maximize cost saves, give us a superior return on investments and pretty quick payback of an intangible book value dilution and it was somewhere in the 800 million or billions range we would look at it.

Okay, so right, so a small -- but in terms of a meaningful acquisition is it fair to assume that you would back burner that for the moment.

Yes.

Okay, perfect, thank you very much.

Although those of us sitting around this would call it big and too meaningful. [Multiple Speaker]

Laurie, this is Tony, one clarification. The credit scores you asked about, the beacon scores are averaging about 720 not 700 so, if that matters to you.

Yes, perfect. Thank you.

Thanks Laurie. Alright, Kyle we are ready for the next question please.

Your next question comes from the line of Austin Nicholas from Stephens Inc. Your line is open.

Hey, guys good morning. Great quarter.

Good morning. Thank you.

Quick question just on your wealth management business, how should we think about the profitability of the business that you recently acquired and how does that fit into your kind of the acquisition I guess trajectory there and maybe should we see those sort of acquisitions be it a full firm or a team over the next year or so?

Hey Austin this is Jeff. So, I guess about a year ago now we started down a path of trying to identify registered investment advisory terms that would compliment what we are doing. And this is the culmination of that process. The idea is that having a registered investment advisory firm would help us in terms of focus on the high network phase, mass influence phase, provide some additional investment suite, some additional talent that would complement the talent that we have better than our wealth managements group. The private banking services, trust services, or brokerage would complement their client base and conversely what they have would complement with our client base. So, we are excited to get one on board. It is -- the firm itself from a profitability standpoint was attractive to us because it had operating margins in the mid 40% range. So that is pretty strong and that will certainly complement the profitability of that group. We would anticipate that this is the platform from which we will grow funds so your question relative to would we have groups if we had other firms I think we would look at those. We would use this as the base platform, a robust compliance program in place that was appealing to us as well. So we certainly anticipate growing this ROI [ph] space as we expect to grow our wealth management phase within the bank. So excited about it and I think it makes a lot of sense from a strategy standpoint.

Okay. Great, no, that’s really helpful. I think that’s all my questions for now. Thanks guys.

Thanks, Austin. Kyle, we're ready for the next caller please.

Your next question comes from the line of Blair Brantley from BB&T Capital Markets. Your line is open.

Good morning, guys.

Hello, Blair.

Just had a question on your loan growth drivers for the quarter, if you can just give us some more detail there by category and by geographic location?

Geography, as you might expect, Richmond was our biggest growth market. They were -– they’re tracking through the first quarter at the same pace they were tracking last year at about a 12% growth rate. We also saw a significant growth in our other two larger markets Fredericksburg and Charlottesville which was nice, because Fredericksburg was actually down net last year as a result of some pretty significant pay down. So Richmond, Fredericksburg, Charlottesville were the three drivers. And as far as loan growth goes and the different categories, its -– we're continuing to see, hold on, I flipped to the wrong page. The whole construction loan, land development, and other land piece was a big driver for loan growth. The bulk of that was coming out of builder lines of credit. We've got some -– we're seeing our builders start to have better opportunities and we're also seeing some commercial construction. As you know we're very active in historic rehab and other sorts of things and so that piece is continuing to bat for us. The other large area of growth is C&I lending. Commercial real estate, we had some stuff move out of construction. Commercial construction move into commercial real estate and then we had the growth in the personal lines as we're continuing to work with and partner with some of the alternate -– alternative lenders out in that -- in the personal loan space. It’s something we've been doing for years.

Okay. That’s very helpful. Can you kind of give us a sense of pricing today versus last quarter and what you're kind of seeing there in terms of pricing competition and who’s kind of giving you the bigger -- right now?

I would say this quarter has not been as bad it was in the fourth quarter in terms of -– this is Tony by the way, in terms of the competitive environment. Still a lot of fishing rods in the pond and a lot of folks trying to go back to the same game. So it’s -– it is still competitive. I think the pricing’s probably got a little more rational and our loans are getting booked in the higher threes up to mid-fours, so it’s getting a little bit better there.

Okay.

It’s pretty consistent across all markets.

Okay, great. And then just one follow-up on the margin. Rob, how much of the rate increase impacted margins in the quarter? How much was the benefit there?

The rate increase in terms of the short-term rates moving is about five basis points.

Yes, okay. Alright, great, thank you very much.

Thank you, Blair.

Kyle, we have time for one more call please.

Your last question comes from the line of David West from Davenport & Company. Your line is open.

Hi, good morning.

Good morning, David.

Just one question left. I wondered if you could give a little color on your new credit card relationship. How that’s working for you and customer acceptance of that?

Okay, this is Elizabeth Bentley, how are you this morning?

Great, thanks.

Well, we're still somewhat early in the process of transition. So we've got teams working on reissuing cards to existent customers. They are going out in waves. We've had good feedbacks around that. We’ve pulled in the old portfolios from StellarOne and First Market Bank that had gone through along and all of those customers have been reissued our branded cards. And so now we are turning our attention to selling to the rest of our base and improving penetration. That is in the very early stages. So, feeling good about the relationship, still sort of operationalizing some things but excited about the ability -- about our product suite through rest of our clients.

Thanks.

David, one of the things Elizabeth didn’t mention is -- well she mentioned it but I guess didn’t quantify, the former First Market, former StellarOne customers both those banks hold credit cards -- and post acquisition -- kept the cards and just branded them along. Getting those back should -- we should see a boost in the transaction fee income, we are guessing about $300,000 but we don’t real good visibility into those customers because they have been away for a while. But we are thinking that's going to be a nice addition to the non-interest income as well.

Very good, thanks for that color.

Thanks Dave and thanks everyone who have taken the time out and call in today and we will talk to you the second quarter.

This concludes today's conference call. You may now disconnect.