Good morning, ladies and gentlemen, and welcome to the Berkshire Hills Bancorp Third Quarter 2024 Earnings Conference Call. At this time, all lines are in listen-only mode. Following the presentation, we will conduct a question-and-answer session. Operator instructions followed. This call is being recorded on October 24, 2024. I would now like to turn the conference over to Kevin Conn, Investor Relations Officer. Please go ahead.

Good morning, and thank you for joining Berkshire Bank's third quarter earnings call. My name is Kevin Conn, Investor Relations and Corporate Development Officer. Here with me today are Nitin Mhatre, Chief Executive Officer; Sean Gray, Chief Operating Officer; Brett Brbovic, Chief Financial Officer; and Greg Lindenmuth, Chief Risk Officer. Our remarks will include forward-looking statements and refer to non-GAAP financial measures. Actual results could differ materially from those statements. Please see our legal disclosure on Page 2 of the earnings presentation referencing forward-looking statements and non-GAAP financial measures. A reconciliation of non-GAAP to GAAP measures is included in our news release. At this time, I'll turn the call over to Nitin.

Thank you, Kevin. Good morning, everyone, and thank you all for joining us today. I'll begin my comments on Slide 3, where you can see the highlights for the third quarter. I'm pleased to report that we had a strong quarter with robust improvement in operating earnings quarter-over-quarter and year-over-year. Operating EPS of $0.58 was up 5% linked quarter and up 16% year-over-year. Operating net income of $24.8 million was up 7% linked quarter and up 15% year-over-year. Operating ROTCE was 9.91%, up 26 basis points linked quarter and up 64 basis points year-over-year. Asset quality and balance sheet metrics remain strong. Excluding the Upstart loan sale charge-off, net charge-offs were 16 basis points of loans and our reserve to loans was flat to second quarter at 122 basis points. Of note, our total pass-through loans percentage at 53 basis points is at its lowest level in 15 years. And our reserve for losses at 122 basis points is about 5 times the total non-performing loans. We increased our capital ratios linked quarter with CET1 at 11.9% and TCE at 9.1%. Liquidity remains solid with our loan-to-deposit ratio at 96% and average noninterest-bearing deposits as a percentage of total deposits remains steady at 24%. We've updated the slides on overall office and multifamily portfolios. The information on those slides highlight that our portfolio remains granular, geographically diverse, and resultantly less risky. The performance on those loan books remains strong. Average loan balances were up 1% linked quarter and up 3% year-over-year. Average deposits were up 1% linked quarter and down 3% year-over-year. Our loans pipeline was stable versus third quarter and was up 20% year-over-year. Deposit costs were up 7 basis points in the quarter, reflecting a reduction in the rate of increase in deposit costs and beta. We expect funding costs to decline as the Fed continues to cut interest rates. And like many banks, we've already moved deposit rates lower late in third quarter. We continue to make steady progress on strategic initiatives. The sale of 10 branches in New York that was announced in March was completed this quarter, bringing our total branches to 83. The pre-tax gain on this transaction was $16 million, slightly lower than the $19 million we expected in March, given that client-selected deposit retention exceeded our expectations. This transaction tightens our footprint and enhances the efficiency and profitability of our network. We are now at about the right size for our branch network. A week ago, we announced the sale of $46.5 million of our Upstart loan portfolio. The loans were priced at 96% of book value, resulting in $1.9 million charge-off related to the sale. The weighted average credit score for the remaining approximately $10 million Upstart loans is 682, and we believe that our reserves against that book are sufficient. We continue to make banking with Berkshire when, where and how you want it easier than ever. We continue the rollout of Berkshire One and expanded suite of digital deposit products for our customers. We will continue to invest in digitizing the customer experience while investing in our bankers to accelerate growth in deposits-led client relationships. I will thank all of my Berkshire Bank colleagues for their continued hard work and commitment to the bank. Their commitment to our strategy and dedication to our customers is what continues to bring us together and truly set us apart. I'll now turn it over to Brett to talk through our financials in more detail. Brett?

Thank you, Nitin. Slide 4 shows an overview of the third quarter. As Nitin mentioned, operating earnings were $24.8 million or $0.58 per share, up $0.03 linked quarter. Net interest income of $88.1 million was down less than 1% linked quarter. Operating interest income was $21.5 million, up 7% linked quarter. Total operating revenue was up 1% linked quarter, and operating expenses were $72.3 million, up 1% linked quarter and down 2% year-over-year. Net charge-offs were $5.6 million or 24 basis points of average loans and included $1.9 million of charge-offs related to the Upstart loan sale. Provision expense was $5.5 million and the reserve coverage ratio was flat linked quarter at 122 basis points. Slide 5 shows our average loan balances. Average loans were up $76 million linked quarter or 1%. This was primarily driven by growth in the commercial lending. We've updated a page in the appendix, which shows data on the Upstart and Firestone runoff portfolios. Including the recent Upstart loan sales, the combined runoff portfolios are down by $66 million to $58 million or 60 basis points of total loans and are performing as expected. Slide 6 shows the average deposit balances. Average deposits increased $64 million or 1% linked quarter. Year-over-year deposits were down 3%, but excluding the New York branch sale deposits from prior year balances, our deposits were up 1% year-over-year. Noninterest-bearing deposits as a percentage of total deposits remained at 24%, consistent with the prior two quarters. Deposit costs were 242 basis points, up 7 basis points linked quarter and our cumulative total deposit beta is 44%. While it's early in the cycle, we expect deposit betas in a down interest rate environment to be higher than the beta on the way up as we remain focused on managing deposit costs. Turning to Slide 7, we show net interest income. Net interest income was down 1% linked quarter and down 3% year-over-year. Net interest margin was down 4 basis points linked quarter to 3.16% versus 3.20% in the second quarter and 3.15% in the first quarter. Our historical range for NIM excluding the pandemic years has been between 3.10% and 3.40%. We expect the fourth quarter NIM to be between 3.10% and 3.20%. While we have headwinds of floating rate loans repricing lower short term, we also have several tailwinds. We have $1.6 billion of CDs or 67% of that book maturing in the next six months. And we have about $400 million of FHLB funding that matures over the same time period. Further, we have $600 million of low-yield received fixed swaps maturing over 2025 and 2026, and we have low-yield fixed rate securities and loans that will mature and reprice at higher yields. Slide 8 shows operating noninterest income up $1.4 million or 7% linked quarter and up $4 million or 23% year-over-year. The growth in fees was primarily related to higher swap volumes. This was the third quarter in a row where we've seen solid growth in overall fees. Slide 9 shows expenses. Operating expenses were up 1% linked quarter to $72.3 million and down 2% year-over-year. Occupancy and professional services expense declined linked quarter and were offset by slightly higher compensation and higher other expense. Other expenses include check fraud expenses, a line that impacts the entire industry and which can be volatile. This quarter that line item was $1.5 million higher than the average of the prior eight quarters due to one isolated incident. Slide 10 is a summary of asset quality metrics. Non-performing loans were up 12% linked quarter and down 10% year-over-year. The increase in CRE non-performing loans linked quarter was driven by one isolated multi-use property in upstate New York. Net charge-offs of $5.6 million were up $4 million linked quarter and $193,000 year-over-year. Net charge-offs included $1.9 million related to the Upstart loan sales. Charge-offs excluding that sale were $3.8 million or 16 basis points of loans. We've included a chart in the appendix with Berkshire's net charge-off rates versus the industry since 2000, which reflects relatively better asset quality than the industry over time. Slide 11 shows that our CRE book is well-diversified in terms of geography and collateral type. The credit quality of the CRE portfolio remains solid with non-accrual loans at 22 basis points of period-end loans. Slide 12 shows details on our office portfolio. As noted last quarter, the weighted average loan to value ratios are about 60% and a large majority of the portfolio is in suburban and Class A space. We have very limited exposure to Boston's Financial District and 80% of our office properties financed are under 150,000 square feet, suggesting our portfolio has much lower default probabilities. Slide 13 shows details of our multifamily portfolio. The multifamily portfolio was $664 million or 7.2% of loans. The book is well-diversified across our footprint with a weighted average loan to value of 65%. While current credit quality metrics are strong, we recognize that economic uncertainties exist and we are monitoring both new originations and existing portfolios carefully. As Nitin mentioned, we have strong capital levels. Tangible book value per share was $24.53, an increase of 6% linked quarter and 16% year-over-year. Our CET ratio was up 30 basis points to 11.9% and our TCE ratio rose 94 basis points to 9.1% due to higher retained earnings and a lower bond mark on our AFS securities. Our top capital management priority is to support organic loan growth. Year-to-date, we've repurchased $17.4 million of stock at an average cost of $21.94. All of our repo this year has been completed below tangible book value per share. We paused our stock repurchase in the third quarter to support expected balance sheet growth. We expect to continue to be opportunistic with stock repurchases, and I'd note that since fourth quarter of 2020, we've reduced our share count by 18%. With that, I'll turn it back over to Nitin for further comments.

Thank you, Brett. Quick comments on macroeconomic environment. The operating environment for banking industry is improving. As I noted last quarter, the yield curve has been in its longest period of inversion in recorded history, but it's starting to normalize as the Fed lowers short-term interest rates starting last month. The potential net interest income increase for the industry during periods of yield curve steepening is substantial. As Brett mentioned, we're already starting to reduce our funding costs and expect a more normal operating environment in the quarters to come. A lower interest rate environment will not just lower the funding cost, but it'll also help improve credit, raise property values, and increase loan demand. I'm proud of what our team has accomplished and how far we've come. Notably, we're starting to gain traction on our new deposit generation initiatives. We still have work to do. Our focus near term is to accelerate our deposit growth engine, continue to tightly manage expenses and credit, and further improve client acquisition and retention through enhanced client experience and our digital banking offerings. In closing, it was a strong quarter and we'll continue to focus on managing the headwinds and tailwinds towards further improving long-term profitability and shareholder value. With that, I'll turn it over to the operator for questions. Operator?

Thank you. Ladies and gentlemen, we will now begin the question-and-answer session. Operator instructions followed. Your first question comes from Christopher O'Connell with KBW. Your line is now open.

Hey, good morning.

Good morning, Chris.

Hey, Nitin. I was just hoping to check in: was the guidance not included in the slide deck? Is the guidance still valid from the 2024 updated guidance provided last quarter?

Yeah. We're still expecting to see the NIM for the fourth quarter to be between 3.10% and 3.20%. We're expecting revenue to be flat to slightly down in Q4, with expenses modestly down. And then, from a net charge-off standpoint, we expect it to be stable when you exclude the Upstart loan sale charge-offs from this quarter.

Okay, great. That's helpful. And then, just curious on the commentary around the cutting cycle and the deposit beta is expected to be higher on the way down than on the way up, which I think is somewhat different than many of your peers. Any color about why you guys feel that way or how you expect to achieve that?

I think, Chris, qualitatively speaking, we do have a number of tailwinds that we've identified where we could have the opportunity to manage that deposit beta and the margins better in the downcycle. We have a significant amount of CDs coming up for maturity. Almost two-thirds of our CD portfolio comes up for maturity in the next two quarters. We've got some swaps rolling off, and so on. So, we believe we have those tailwinds. And then, on the front line, the teams are working hard to manage the deposit pricing sharply, keeping a good balance of volume versus spreads. So, I think there will be more opportunities in this cycle. We're beginning to see the market react to that as well. Some of it depends on how the competition reacts, and we're beginning to see more and more of our peers bringing down deposit rates starting late September.

Great. And you mentioned you've already moved a bit on those rates. Do you guys have a spot, either interest-bearing or total deposit cost post the sale and after the rate moves?

The spot for September was 3.10%.

Spot NIM.

Spot NIM was about 3.10% for September. We believe for the fourth quarter we should be between 3.10% and 3.20%.

Do you have anything spot on the overall deposit cost?

Deposit cost: give us one second, Chris.

No problem.

That's 242 basis points for the quarter.

That's for the whole quarter. For spot, for just September alone, it was 2.41%.

2.41%.

Great. Thank you. And then just last one for me and I'll step out. It seems like the swap fees picked up quite a bit this quarter. Are you guys seeing in general the change in the rate environment increase demand for that type of product?

We see that in the pipeline and it suggests that swap demand will be relatively flat in the fourth quarter. It's difficult to predict beyond what's in the pipeline, but the momentum seems to be holding going into the fourth quarter.

Great. Appreciate the time. Thank you.

Thank you, Chris.

Your next question comes from Laurie Hunsicker with Seaport Research. Your line is now open.

Yeah. Hi. Thanks. Good morning, gentlemen.

Good morning, Laurie.

Just wondered if we could go back to expenses. The comments you gave Chris, expenses are going to be modestly down in Q4. That makes sense. But maybe you can just help us think about what's reinvested, what's dropping to the bottom-line. If we look at your expenses, they were $72 million this quarter. $1.6 million of fraud comes out, and then the 10 branch closures. Previously you had said that the $6.5 million expense savings, so $1.6 million in the quarter, which would then take us down to $69 million. Maybe just help us think about what's being reinvested or just in terms of dollars, how we should be thinking about the expense line in the fourth quarter? Thanks.

Hi, Laurie. From an expense standpoint, some of the expenses that we had related to those branches were already captured in the current quarter. So, there will be some falling to the bottom line. You do remove the $1.34 million of the fraud losses that we saw. I think we're looking to be in the range of approximately $71 million of Q4 operating expenses, give or take.

Okay. Great. And then just going over here to office, and I appreciate all the details you guys provide. Can you just update on a couple of things with respect to your criticized book, that $24 million specifically? It looks like $14 million in Class A and $10 million in Class B. What are the occupancies on those? When do they mature? Are there any specific reserves? Any concerns you're seeing there? And then, same on that Class B non-performer, that's $3.5 million, what's the occupancy and when does that mature?

Sure. Greg, you want to take that?

Sure thing. Hi, Laurie. For the Class A, it's a single credit. Basically, it's about 80% occupancy. It does mature in December 2024, and we're working closely with the client to refinance that credit and it'll likely be an improved structure. As far as the Class B, it's a couple handful of credits that range in occupancy from 25% to 50% occupancy. One of those credits happens to be one of the NPLs as well. Those mature in 2026 to 2028.

'28. Got it. Okay. Got it. And then, what's the reserve on your whole office book?

To answer your prior question, there are no specific reserves on those criticized assets. None of them warrant specific reserves, and I would approximate that overall reserves against the office book are about 1.5% based off the lower risk profile of our office book.

Got it. Okay. Great. That's helpful. And then, just last question, Upstart: obviously, you've got a good price here at $0.96 on $1. Can you just talk a little bit about how that came together? And then remind us when specifically in the quarter that closed, and what was the FICO on those? And then, I just want to confirm, your Upstart sale had $1.9 million charge-offs, then you had another $2 million in charge-offs related to your book, and you said the FICO on that was 682. So, I just want to understand that a little bit too. Thanks.

Sure. The sale criteria: the purchaser's investment policies were basically nothing past due and anything over 660. There's an intricacy with the past due piece, even if it was one day late, that was not included in the sale. So, actually 40% of the book that we're retaining was one to 30 days past due and that has a similar risk profile, including loans that are in their grace period, similar to our existing book above. That's why you see a weighted average credit score in the retained book of 682. Of the loans that we sold, the weighted average FICO was slightly above our overall average, around 711. The sale closed in the middle of October on 10/16.

Got it. Okay. Thanks for taking my question.

Thank you, Laurie.

Your next question comes from Mark Fitzgibbon with Piper Sandler. Your line is now open.

Hey, guys. Good morning.

Good morning, Mark.

First question, just to follow up on a question my colleague Laurie asked: I'm curious, is it likely we'll see more Upstart or Firestone loan sales in coming quarters? Is the plan to sort of run those off?

No, Mark. We believe we will run those portfolios off. Upstart is really down to about $10 million and it's sufficiently provided for at this point. Firestone is in runoff mode, but its performance is actually exceeding our expectations. In fact, this quarter had a net recovery. These portfolios are a very small piece of our portfolio, roughly 50 to 60 basis points of the entire loan portfolio. So, they're in runoff and we don't expect material additional sales.

Okay. And then secondly, wondered if I could dig in a little bit to the check fraud situation you mentioned. I know you all kind of downplayed it as a unique thing for the industry, but it's still $1.5 million. I guess I wonder why couldn't that be $15 million or $150 million. Could you share any color on what happened and how you're going to prevent similar kinds of things from occurring?

It was really a commercial check fraud incident—check washing. Across industry forums there is an increase in that activity. This is a situation where you have controls, but fraudsters were able to slip one through. It will be protected to the extent that there will be some recoveries coming off it because of insurance, but by and large, our trend on fraud losses is consistent with what we're seeing in the industry or marginally better. This was an unusual check-washing case that escaped our controls.

So, is there a diligence process you're going through to figure out what happened and how to change that process so that this thing doesn't occur again?

Yes. We've been noticing the increase in fraud in the industry over the last 12 months and have made significant changes, including updating some processes and platforms. Everything we have now should help prevent a repeat of such incidents.

Okay. And then next, I was curious, Nitin, if you could share your priorities for capital today. You've got a little bit of excess capital. As you think about buybacks, dividends, growth, M&A, what is the prioritization?

The sequence remains similar. First priority is to support organic loan growth. We're beginning to see momentum: loans growth was roughly 1% in the quarter and our loan pipeline was up about 20% year-over-year. We're being judicious and selective, leading with clients that have deposit relationships as well. After organic growth, priorities would be dividends, buybacks, and then exploring other opportunities such as acquisitions if appropriate.

Do you feel Berkshire Hills is ready to consider an acquisition at this point? Have you got your house in a place where you'd be positioned to capitalize on an opportunity?

We do feel that through our transformation we are in a strong position and would consider opportunities that make strategic sense. Right now the team is focused on improving performance and our currency, but if the right opportunity comes along, we'll evaluate it.

Last question: when can we expect an update on your BEST goals?

We will give annual guidance in January and at that time we could also provide some mid-term guidance as part of that update.

Great. Thank you.

Thank you, Mark.

There are no further questions at this time. I will now turn the call over to Nitin Mhatre. Please go ahead.

Thank you, Joel, and thank you all for joining us today on our call and for your continued interest in Berkshire. Have a great day, and be well. Joel, you can close the call now.

Thank you. Ladies and gentlemen, this concludes the conference call today. We thank you for participating and ask that you please disconnect your lines.