8-K

Beacon Financial Corp (BBT)

8-K 2023-04-20 For: 2023-04-20
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 20, 2023

BERKSHIRE

HILLS BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware 001-15781 04-3510455
(State or Other Jurisdiction)<br><br> <br>of Incorporation) (Commission File No.) (I.R.S. Employer<br><br> <br>Identification No.)
60<br> State Street, Boston,<br> Massachusetts 02109
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(Address of Principal Executive<br> Offices) (Zip Code)

Registrant’s telephone number, including area code:

(800

) 773-5601

, ext. 133773

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨ Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered
Common<br> stock, par value $0.01 per share BHLB New<br> York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition

On April 20, 2023, Berkshire Hills Bancorp, Inc. (the “Company”), the holding company for Berkshire Bank (the “Bank”), announced its financial results for the first quarter ended March 31, 2023. The news release containing the financial results is included as Exhibit 99.1 and shall not be deemed “filed” for any purpose.

The Company conducted a conference call/webcast on April 20, 2023, to discuss the financial results for the quarter and provide guidance about expected future results. A telephone replay of the call will be available through April 27, 2023. The webcast will be available on the Company’s website at ir.berkshirebank.com for an extended period of time.

Item 7.01 Regulation FD Disclosure

The Company made available slides for a presentation that the Company utilized in connection with its conference call. A copy of the presentation can be found on the Company’s website at ir.berkshirebank.com.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.  Not applicable.
(b) Pro Forma Financial Information.  Not applicable.
(c) Shell Company Transactions.  Not applicable.
(d) Exhibits.
Exhibit No. Description
99.1 News Release dated April 20, 2023
104.1 Cover Page for this Current Report on Form 8-K, formatted in Inline XBRL


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Berkshire Hills Bancorp, Inc.
DATE: April 20, 2023 By: /s/Nitin J. Mhatre
Nitin J. Mhatre <br><br>President and Chief Executive Officer ****

Exhibit 99.1

Berkshire Hills Reports First Quarter Net Incomeof $27.6 Million, or $0.63 per Share

· Diversified 5 percent growth in average loans; relatively flat (-1%) average deposits
· Cash and borrowing capacity at 117 percent of uninsured deposits
· Tangible book value per share +4 percent to $21.89
· TCE ratio of 7.9 percent and CET1 ratio of 12.1 percent
· Added two prominent and well-respected board members – Karyn Polito and Eric Rosengren

BOSTON, April 20, 2023 - Berkshire Hills Bancorp, Inc. (NYSE: BHLB) today reported results for the first quarter of 2023. These results along with comparison periods are summarized below:

Three Months Ended
($ in millions, except per share data) Mar. 31, 2023 Dec. 31, 2022 Mar. 31, 2022
Net income $ 27.6 $ 30.5 $ 20.2
Per share 0.63 0.69 0.42
Operating earnings^1^ 27.6 28.3 20.8
Per share 0.63 0.64 0.43
Net interest income, non FTE $ 97.5 $ 102.1 $ 69.1
Net interest income, FTE 99.4 103.9 70.6
Net interest margin, FTE 3.58 % 3.84 % 2.61 %
Non-interest income 16.6 15.7 20.7
Operating non-interest income^1^ 16.6 15.5 21.4
Non-interest expense $ 72.0 $ 70.0 $ 68.6
Operating non-interest expense^1^ 72.0 72.6 68.5
Efficiency ratio^1^ 59.5 % 58.3 % 72.6 %
Average balances
Loans $ 8,515 $ 8,082 $ 6,974
Deposits 9,676 9,731 10,036
Period-end balances
Loans 8,682 8,335 7,267
Deposits 10,068 10,327 10,699
  1. See non-GAAP financial measures and reconciliation to GAAP measures on page 11

    1

Berkshire CEO Nitin Mhatre stated “We continued to make steady progress on our BEST plan, while responding prudently to recent market turbulence in the quarter. Our teams continued to provide exceptional service to our clients, generating diversified loan growth and managing shifting deposit demand. Key financial metrics improved year-over-year driven by ongoing execution of BEST strategic initiatives. We welcomed new executives – David Rosato as Chief Financial Officer, James Brown as Head of Commercial Banking and Philip Jurgeleit as Chief Credit Officer in first quarter. We also bolstered our board further through addition of two prominent, well-respected board directors - Karyn Polito, former Massachusetts Lieutenant Governor, and Eric Rosengren, retired President of the Federal Reserve Bank of Boston. During the quarter, we were recognized as “America’s Best Mid-sized Employers in 2023” by Forbes, and “America’s Most Trustworthy Companies” in 2023 by Newsweek.”

“We are pleased with our financial performance in the first quarter,” stated CFO David Rosato. “Operating income of $27.6 million decreased by two percent linked-quarter and generated an operating return on average tangible common equity of 9.6 percent. These results included modestly higher non-interest income and a lower provision for credit losses on loans, which mostly offset lower net interest income. Net interest margin of 3.58 percent was 26 basis points lower than the fourth quarter due to higher funding costs which were only partially offset by higher loan yields. The loan-to-deposit ratio ended the quarter at 86 percent as loans increased $347 million or four percent from December 31, while deposits declined by $260 million or three percent at period-end, quarter-over-quarter. The increase in period-end loans was largely driven by $216 million in higher commercial balances and $153 million in higher residential mortgage balances. The reduction in deposits reflected a $179 million decrease in payroll deposits and an $81 million decrease in all other deposit balances. Capital generation supported both organic growth and four percent growth in tangible book value per share. Cash and equivalents increased $321 million to support more on-balance sheet liquidity in the current environment.”

As of and For the Three Months Ended
Mar. 31, 2023 Dec. 31, 2022 Mar. 31, 2022
Asset Quality
Net loan charge-offs to average loans 0.32 % 0.58 % 0.15 %
Non-performing loans as a percentage of total loans 0.31 % 0.37 % 0.41 %
Returns
Return on average assets^1^ 0.94 % 1.08 % 0.70 %
Return on average tangible common equity^1^ 9.59 % 10.59 % 7.29 %
Capital Ratios
Tangible common equity/tangible assets 7.9 % 8.0 % 8.8 %
Tier 1 leverage 9.9 % 10.2 % 10.3 %
Common equity Tier 1 12.1 % 12.4 % 13.9 %
Tier 1 risk-based 12.4 % 12.6 % 14.1 %
Total risk-based 14.4 % 14.6 % 16.1 %
  1. See non-GAAP measures and reconciliation to GAAP beginning on page 11.  All performance ratios are annualized and are based on average balance sheet amounts, where applicable.

Headquartered in Boston, Berkshire Hills Bancorp is the parent of Berkshire Bank. Providing a wide range of financial solutions through its consumer banking, commercial banking and wealth management divisions, the Bank has approximately $12.3 billion in assets and a community-based footprint of 100 financial centers in Massachusetts, New York, Vermont, Connecticut and Rhode Island. Access more information about Berkshire Hills Bancorp at ir.berkshirebank.com.

2

1Q 2023 Financial Highlights

Income Statement

· GAAP and operating earnings totaled $27.6 million, or $0.63 per share.
· Net interest income totaled $97.5 million in 1Q23 compared to $102.1 million in<br>4Q22.
o Two fewer calendar days in 1Q23 (2% reduction in net interest income).
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· Net interest margin decreased 26 basis points from 4Q22 to 3.58% reflecting:
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o Higher cost of funds (increase of 59 basis points).
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· Includes higher deposit costs (increase of 40 basis points).
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· Includes $519 million increase in higher cost average borrowings.
o Higher yields on the loan portfolio (increase of 29 basis points).
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· Provision for credit losses on loans totaled $9.0 million.
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o Allowance for credit losses on loans increased $1.7 million.
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o Net loan charge-offs totaled $6.9 million.
o Net loan charge-off ratio of 0.32%.
· Non-interest income totaled $16.6 million in 1Q23 compared to $15.7 million in 4Q22.
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o Wealth management revenue increased $484 thousand. At March 31, 2023, wealth assets under supervision totaled $1.9 billion,<br>including $1.4 billion under management.
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o Gain on SBA loan sales decreased $485 thousand.
· Non-interest expense totaled $72.0 million in 1Q23, compared to $70.0 million in<br>4Q22.
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o Operating non-interest expense totaled $72.0 million in 1Q23 and $72.6 million in 4Q22.
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o Compensation and benefits expense increased $1.1 million, primarily reflecting seasonally higher payroll and benefit-related costs<br>in 1Q23.
o Technology and communications expense decreased $258 thousand.
o Non-interest expense includes non-operating amounts totaling ($36) thousand in 1Q23 and ($2.6) million in 4Q22.
o The efficiency ratio was 59.5% for 1Q23 compared to 58.3% for 4Q22 and 72.6% for 1Q22.
· The effective income tax rate was 16.7% for 1Q23 compared to 14.6% in 4Q22 and 18.7% for the full-year<br>of 2022.
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Loans

· Commercial real estate loans totaled $4.2 billion at March 31, 2023, a $136<br>million increase from December 31, 2022.
o Average commercial real estate loans totaled $4.2 billion in 1Q23, a $232 million increase from 4Q22.
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· Commercial and industrial loans totaled $1.6 billion at March 31, 2023, an $80 million increase<br>from December 31, 2022.
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o Average commercial and industrial loans totaled $1.5 billion in 1Q23, a $56 million increase from 4Q22.
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· Residential mortgage loans totaled $2.4 billion at March 31, 2023, a $153 million increase<br>from December 31, 2022.
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o Average residential mortgage loans totaled $2.3 billion in 1Q23, a $169 million increase from 4Q22.
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· Consumer loans totaled $528 million at March 31, 2023, a $23 million decrease<br>from December 31, 2022.
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o Average consumer loans totaled $539 million in 1Q23, a $24 million decrease from 4Q22.
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3

Deposits

· Non-interest bearing deposits totaled $2.7 billion at March 31, 2023, a $201 million decrease from<br>December 31, 2022.
o Average non-interest bearing deposits totaled $2.7 billion in 1Q23, a $170 million decrease from December 31, 2022.
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· Time deposits totaled $2.1 billion at March 31, 2023, a $479 million increase from December 31,<br>2022.
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o Average time deposits totaled $1.8 billion in 1Q23, a $253 million increase from December 31, 2022.
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ESG & CORPORATE RESPONSIBILITY UPDATE

Berkshire is a purpose-driven, values-guided, community-centered bank. Berkshire’s ESG activities are central to its strategy. Key highlights in the quarter include:

· The Company released<br> its 2022 ESG Report, Purpose & Performance that Matters which highlights<br> Berkshire’s environmental, social, and governance dimensions of its business.
· Berkshire was again listed in the Bloomberg Gender Equality Index, named by Newsweek as one of America’s Most Trustworthy Companies,<br>and Forbes’ America’s Best Midsize Employers. Berkshire also received a 2023 Communitas Award for Leadership in Corporate<br>Responsibility, and the Company maintained its top quartile ESG rating performance.
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ForwardLooking Statements: This document contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “remain,” “target” and similar expressions. There are many factors that could cause actual results to differ significantly from expectations described in the forward-looking statements. For a discussion of such factors, please see Berkshire’s most recent reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission and available on the SEC’s website at www.sec.gov. You should not place undue reliance on forward-looking statements, which reflect our expectations only as of the date of this document. Berkshire does not undertake any obligation to update forward-looking statements.

INVESTOR CONTACT <br><br>Kevin Conn <br><br>Investor Relations <br><br>617.641.9206 <br> kaconn@berkshirebank.com MEDIA CONTACT <br><br>Gary Levante <br><br>Corporate Communications <br><br>413.447.1737 <br><br>glevante@berkshirebank.com

4

SELECTED FINANCIAL HIGHLIGHTS (1)

March 31, Dec. 31, Sept. 30, June 30, March 31,
2023 2022 2022 2022 2022
NOMINAL AND PER SHARE DATA
Net earnings per common share, diluted $ 0.63 $ 0.69 $ 0.42 $ 0.50 $ 0.42
Operating earnings per common share, diluted (2)(3) 0.63 0.64 0.62 0.51 0.43
Net income, (thousands) 27,637 30,505 18,717 23,115 20,196
Operating net income, (thousands) (2)(3) 27,608 28,254 27,928 23,562 20,789
Net interest income, non FTE 97,533 102,092 92,084 81,358 69,063
Net interest income, FTE (5) 99,441 103,937 93,799 82,918 70,587
Total common shares outstanding, end of period (thousands) 44,411 44,361 45,040 45,788 47,792
Average diluted shares, (thousands) 44,036 44,484 45,034 46,102 48,067
Total book value per common share, end of period 22.42 21.51 20.93 22.15 22.89
Tangible book value per common share, end of period (2)(3) 21.89 20.95 20.36 21.56 22.30
Dividends per common share 0.18 0.18 0.12 0.12 0.12
Dividend payout ratio 28.98 % 26.59 % 29.35 % 25.24 % 30.46 %
PERFORMANCE RATIOS (4)
Return on equity 9.11 % 10.06 % 6.30 % 7.82 % 6.79 %
Operating return on equity (2)(3) 9.10 9.32 9.40 7.97 6.99
Return on tangible common equity (2)(3) 9.59 10.59 6.76 8.33 7.29
Operating return on tangible common equity (2)(3) 9.59 9.83 9.92 8.48 7.49
Return on assets 0.94 1.08 0.66 0.82 0.70
Operating return on assets (2)(3) 0.94 1.00 0.99 0.84 0.72
Net interest margin, FTE (5) 3.58 3.84 3.48 3.11 2.61
Efficiency ratio (3) 59.51 58.25 62.01 66.60 72.61
FINANCIAL DATA (in millions, end of period)
Total assets $ 12,320 $ 11,663 $ 11,317 $ 11,579 $ 12,097
Total earning assets 11,615 10,913 10,604 10,849 11,401
Total loans 8,682 8,335 7,943 7,803 7,267
Total deposits 10,068 10,327 9,988 10,115 10,699
Loans/deposits (%) 86 % 81 % 80 % 77 % 68 %
Total shareholders' equity $ 995 $ 954 $ 943 $ 1,014 $ 1,094
ASSET QUALITY
Allowance for credit losses, (millions) $ 98 $ 96 $ 96 $ 99 $ 99
Net charge-offs, (millions) (7 ) (12 ) (6 ) (0 ) (3 )
Net charge-offs (QTD annualized)/average loans 0.32 % 0.58 % 0.30 % 0.02 % 0.15 %
Provision (benefit)/expense, (millions) $ 9 $ 12 $ 3 $ - $ (4 )
Non-performing assets, (millions) 29 33 40 29 32
Non-performing loans/total loans 0.31 % 0.37 % 0.48 % 0.34 % 0.41 %
Allowance for credit losses/non-performing loans 363 309 254 368 335
Allowance for credit losses/total loans 1.13 1.15 1.21 1.27 1.37
CAPITAL RATIOS
Risk weighted assets, (millions) (6) $ 9,447 $ 9,151 $ 8,823 $ 8,718 $ 8,386
Common equity Tier 1 capital to risk weighted assets (6) 12.1 % 12.4 % 12.7 % 13.0 % 13.9 %
Tier 1 capital leverage ratio(6) 9.9 10.2 10.1 10.2 10.3
Tangible common shareholders' equity/tangible assets (3) 7.9 8.0 8.1 8.5 8.8
(1) All financial tables presented are unaudited.
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(2) Reconciliations of non-GAAP financial measures, including all references to operating and tangible amounts,<br>appear on page 11.
(3) Non-GAAP financial measure. Operating measurements are non-GAAP financial measures that are adjusted to<br>exclude net non-operating charges primarily related to acquisitions and restructuring activities. See page 11 for reconciliations<br>of non-GAAP financial measures.
(4) All performance ratios are annualized and are based on average balance sheet amounts, where applicable.
(5) Fully taxable equivalent considers the impact of tax advantaged investment securities and loans.
(6) Presented as projected for March 31, 2023 and actual for the remaining periods.
5

CONSOLIDATED BALANCE SHEETS

March 31, December 31, March 31,
(in thousands) 2023 2022 2022
Assets
Cash and due from banks $ 121,589 $ 145,342 $ 151,814
Short-term investments 884,973 540,013 1,455,437
Total cash and cash equivalents 1,006,562 685,355 1,607,251
Trading securities, at fair value 6,584 6,708 7,798
Equity securities, at fair value 13,072 12,856 14,719
Securities available for sale, at fair value 1,407,271 1,423,200 2,032,575
Securities held to maturity, at amortized cost 574,606 583,453 612,174
Federal Home Loan Bank stock 44,245 7,219 10,829
Total securities 2,045,778 2,033,436 2,678,095
Less: Allowance for credit losses on investment securities (71 ) (91 ) (99 )
Net securities 2,045,707 2,033,345 2,677,996
Loans held for sale 1,906 4,311 300
Commercial real estate loans 4,231,510 4,095,079 3,763,951
Commercial and industrial loans 1,553,340 1,473,316 1,397,193
Residential mortgages 2,369,614 2,216,410 1,567,299
Consumer loans 527,503 550,504 538,880
Total loans 8,681,967 8,335,309 7,267,323
Less: Allowance for credit losses on loans (97,991 ) (96,270 ) (99,475 )
Net loans 8,583,976 8,239,039 7,167,848
Premises and equipment, net 78,710 85,217 92,971
Other intangible assets 23,279 24,483 28,332
Other assets 571,616 587,854 518,322
Assets held for sale 8,220 3,260 3,988
Total assets $ 12,319,976 $ 11,662,864 $ 12,097,008
Liabilities and shareholders' equity
Non-interest bearing deposits $ 2,650,937 $ 2,852,127 $ 3,020,568
NOW and other deposits 959,417 1,054,596 2,546,799
Money market deposits 3,274,630 3,723,570 2,469,042
Savings deposits 1,069,915 1,063,269 1,133,877
Time deposits 2,112,646 1,633,707 1,528,922
Total deposits 10,067,545 10,327,269 10,699,208
Federal Home Loan Bank advances 904,395 4,445 14,563
Subordinated borrowings 121,176 121,064 97,569
Total borrowings 1,025,571 125,509 112,132
Other liabilities 231,380 256,024 191,807
Total liabilities 11,324,496 10,708,802 11,003,147
Common shareholders' equity 995,480 954,062 1,093,861
Total shareholders' equity 995,480 954,062 1,093,861
Total liabilities and shareholders' equity $ 12,319,976 $ 11,662,864 $ 12,097,008
6

CONSOLIDATED STATEMENTSOF INCOME

Three Months Ended
March 31,
(in thousands, except per share data) 2023 2022
Interest income $ 132,316 $ 74,823
Interest expense 34,783 5,760
Net interest income, non FTE 97,533 69,063
Non-interest income
Deposit related fees 8,311 7,351
Loan fees and other 2,469 4,939
Gain on SBA loan sales 2,494 3,345
Wealth management fees 2,739 2,625
Other 359 3,166
Total non-interest income excluding gains/(losses) 16,372 21,426
Securities gains/(losses), net 234 (745 )
Total non-interest income 16,606 20,681
Total net revenue 114,139 89,744
Provision expense/(benefit) for credit losses 8,999 (4,000 )
Non-interest expense
Compensation and benefits 39,071 37,521
Occupancy and equipment 9,379 10,067
Technology and communications 9,471 8,527
Professional services 3,277 2,692
Other expenses 10,793 9,725
Merger, restructuring and other non-operating expenses (36 ) 18
Total non-interest expense 71,955 68,550
Total non-interest expense excluding merger, restructuring and other 71,991 68,532
Income before income taxes $ 33,185 $ 25,194
Income tax expense 5,548 4,998
Net income $ 27,637 $ 20,196
Basic earnings per common share $ 0.63 $ 0.42
Diluted earnings per common share $ 0.63 $ 0.42
Weighted average shares outstanding:
Basic 43,693 47,668
Diluted 44,036 48,067
7

CONSOLIDATED STATEMENTS OF INCOME (5 Quarter Trend)

March 31, Dec. 31, Sept. 30, June 30, March 31,
(in thousands, except per share data) 2023 2022 2022 2022 2022
Interest income $ 132,316 $ 121,384 $ 103,671 $ 87,379 $ 74,823
Interest expense 34,783 19,292 11,587 6,021 5,760
Net interest income, non FTE 97,533 102,092 92,084 81,358 69,063
Non-interest income
Deposit related fees 8,311 8,293 8,377 8,005 7,351
Loan fees and other 2,469 2,123 1,292 1,113 4,939
Gain on SBA loan sales 2,494 2,979 2,551 3,619 3,345
Wealth management fees 2,739 2,255 2,353 2,775 2,625
Other 359 (159 ) 2,154 1,812 3,166
Total non-interest income excluding gains/(losses) 16,372 15,491 16,727 17,324 21,426
Securities gains/(losses), net 234 163 (476 ) (973 ) (745 )
Total non-interest income 16,606 15,654 16,251 16,351 20,681
Total net revenue 114,139 117,746 108,335 97,709 89,744
Provision expense/(benefit) for credit losses 8,999 12,000 3,000 - (4,000 )
Non-interest expense
Compensation and benefits 39,071 37,968 39,422 37,830 37,521
Occupancy and equipment 9,379 9,431 8,702 9,438 10,067
Technology and communications 9,471 9,729 8,719 8,611 8,527
Professional services 3,277 3,153 3,285 2,913 2,692
Other expenses 10,793 12,350 10,076 9,648 9,725
Merger, restructuring and other non-operating expenses (36 ) (2,617 ) 11,473 35 18
Total non-interest expense 71,955 70,014 81,677 68,475 68,550
Total non-interest expense excluding merger, restructuring and other 71,991 72,631 70,204 68,440 68,532
Income before income taxes $ 33,185 $ 35,732 $ 23,658 $ 29,234 $ 25,194
Income tax expense 5,548 5,227 4,941 6,119 4,998
Net income $ 27,637 $ 30,505 $ 18,717 $ 23,115 $ 20,196
Diluted earnings per common share $ 0.63 $ 0.69 $ 0.42 $ 0.50 $ 0.42
Weighted average shares outstanding:
Basic 43,693 44,105 44,700 45,818 47,668
Diluted 44,036 44,484 45,034 46,102 48,067
8

AVERAGE BALANCES AND AVERAGE YIELDS AND COSTS

Quarters Ended
March 31, 2023 Dec. 31, 2022 March 31, 2022
Average Average Average Average Average Average
(in millions) Balance Interest<br> (1) Yield/Rate Balance Interest<br> (1) Yield/Rate Balance Interest<br> (1) Yield/Rate
Assets
Commercial real estate 4,166 61 5.88 % 3,934 55 5.46 % 3,651 31 3.35 %
Commercial and industrial loans 1,527 26 6.92 1,471 25 6.62 1,373 14 4.14
Residential mortgages 2,283 21 3.70 2,114 19 3.56 1,436 13 3.56
Consumer<br> loans 539 10 7.24 563 10 7.00 514 5 4.24
Total loans 8,515 118 5.57 8,082 109 5.28 6,974 63 3.61
Securities (2) 2,261 13 2.23 2,294 13 2.20 2,649 13 1.95
Short-term<br> investments and loans HFS 313 3 4.24 267 2 3.05 1,202 - 0.17
Total earning assets 11,089 134 4.85 10,643 123 4.56 10,825 76 2.82
Goodwill and other intangible<br> assets 24 25 29
Other assets 692 653 639
Total<br> assets 11,805 11,321 11,493
Liabilities and shareholders'<br> equity
Non-interest-bearing demand deposits 2,706 - - % 2,876 - - % 2,968 - - %
NOW and other 1,456 6 1.64 1,395 4 1.11 1,456 - 0.04
Money market 2,659 10 1.59 2,819 8 1.16 2,871 1 0.16
Savings 1,047 - 0.10 1,086 - 0.03 1,117 - 0.03
Time 1,808 10 2.13 1,555 5 1.21 1,624 3 0.71
Total cost deposits 9,676 26 1.09 9,731 17 0.69 10,036 4 0.17
Borrowings (3) 688 9 5.06 169 2 5.56 122 2 5.21
Total funding liabilities 10,364 35 1.36 9,900 19 0.77 10,158 6 0.23
Other liabilities 227 208 146
Total liabilities 10,591 10,108 10,304
Common shareholders'<br> equity 1,214 1,213 1,189
Total<br> shareholders' equity 1,214 1,213 1,189
Total liabilities and shareholders'<br> equity 11,805 11,321 11,493
Net<br> interest margin, FTE 3.58 3.84 2.61
Total average non-maturity deposits 7,868 8,176 8,412
Supplementary data
Net Interest Income, non FTE 97.533 102.092 69.063
FTE income<br> adjustment 1.908 1.845 1.524
Net Interest Income, FTE 99.441 103.937 70.587
(1) Interest<br> income and expense presented on a fully taxable equivalent basis.
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(2) Average<br> balances for securities available-for-sale are based on amortized cost.
(3) Average<br> balances for borrowings includes the financing lease obligation which is presented under<br> other liabilities on the consolidated balance sheet.
9

ASSET QUALITY ANALYSIS

March 31, Dec. 31, Sept. 30, June 30, March 31,
(in thousands) 2023 2022 2022 2022 2022
NON-PERFORMING ASSETS
Commercial real estate $ 2,546 $ 2,434 $ 2,976 $ 8,277 $ 8,984
Commercial and industrial loans 12,155 17,023 21,008 4,891 5,618
Residential mortgages 9,442 8,612 10,407 10,331 11,079
Consumer loans 2,848 3,045 3,463 3,385 4,000
Total non-performing loans 26,991 31,114 37,854 26,884 29,681
Repossessed assets 2,462 2,209 2,175 2,004 2,004
Total non-performing assets $ 29,453 $ 33,323 $ 40,029 $ 28,888 $ 31,685
Total non-performing loans/total loans 0.31 % 0.37 % 0.48 % 0.34 % 0.41 %
Total non-performing assets/total assets 0.24 % 0.29 % 0.35 % 0.25 % 0.26 %
PROVISION AND ALLOWANCE FOR CREDIT LOSSES ON LOANS
Balance at beginning of period $ 96,270 $ 96,013 $ 99,021 $ 99,475 $ 106,094
Adoption of ASU No. 2022-02 (401 ) - - - -
Balance after adoption of ASU No. 2022-02 95,869 96,013 99,021 99,475 106,094
Charged-off loans (7,936 ) (12,995 ) (7,424 ) (1,593 ) (6,048 )
Recoveries on charged-off loans 1,059 1,252 1,416 1,139 3,429
Net loans charged-off (6,877 ) (11,743 ) (6,008 ) (454 ) (2,619 )
Provision (benefit)/expense for loan credit losses 8,999 12,000 3,000 - (4,000 )
Balance at end of period $ 97,991 $ 96,270 $ 96,013 $ 99,021 $ 99,475
Allowance for credit losses/total loans 1.13 % 1.15 % 1.21 % 1.27 % 1.37 %
Allowance for credit losses/non-performing loans 363 % 309 % 254 % 368 % 335 %
NET LOAN CHARGE-OFFS
Commercial real estate $ 122 $ 187 $ (854 ) $ (76 ) $ (3,280 )
Commercial and industrial loans (5,695 ) (10,914 ) (4,931 ) (237 ) 653
Residential mortgages 305 192 122 (30 ) (50 )
Home equity 16 (128 ) 1 33 135
Auto and other consumer (1,625 ) (1,080 ) (346 ) (144 ) (77 )
Total, net $ (6,877 ) $ (11,743 ) $ (6,008 ) $ (454 ) $ (2,619 )
Net charge-offs (QTD annualized)/average loans 0.32 % 0.58 % 0.30 % 0.02 % 0.15 %
Net charge-offs (YTD annualized)/average loans 0.32 % 0.27 % 0.16 % 0.08 % 0.15 %
Percent Percent Percent Percent Percent
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of Total of Total of Total of Total of Total
DELINQUENT<br> AND NON-PERFORMING LOANS Balance Loans Balance Loans Balance Loans Balance Loans Balance Loans
30-89 Days delinquent $ 14,210 0.16 % $ 12,162 0.15 % $ 14,662 0.18 % $ 36,184 0.46 % $ 13,517 0.19 %
90+ Days<br> delinquent and still accruing 6,937 0.08 % 7,038 0.08 % 6,285 0.08 % 6,760 0.09 % 6,613 0.09 %
Total accruing delinquent loans 21,147 0.24 % 19,200 0.23 % 20,947 0.26 % 42,944 0.55 % 20,130 0.28 %
Non-performing<br> loans 26,991 0.31 % 31,114 0.37 % 37,854 0.48 % 26,884 0.34 % 29,681 0.41 %
Total delinquent<br> and non-performing loans $ 48,138 0.55 % $ 50,314 0.60 % $ 58,801 0.74 % $ 69,828 0.89 % $ 49,811 0.69 %
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND SUPPLEMENTARYDATA

March 31, Dec. 31, Sept. 30, June 30, March 31,
(in thousands) 2023 2022 2022 2022 2022
Total non-interest income $ 16,606 $ 15,654 $ 16,251 $ 16,351 $ 20,681
Adj: Net securities (gains)/losses (1) - (163 ) 476 973 745
Total operating non-interest income (2) $ 16,606 $ 15,491 $ 16,727 $ 17,324 $ 21,426
Total revenue (A) $ 114,139 $ 117,746 $ 108,335 $ 97,709 $ 89,744
Adj: Net securities (gains)/losses (1) - (163 ) 476 973 745
Total operating revenue (2) (B) $ 114,139 $ 117,583 $ 108,811 $ 98,682 $ 90,489
Total non-interest expense (C) $ 71,955 $ 70,014 $ 81,677 $ 68,475 $ 68,550
Adj: Merger, restructuring and other expense 36 2,617 (11,473 ) (35 ) (18 )
Operating non-interest expense (2) (D) $ 71,991 $ 72,631 $ 70,204 $ 68,440 $ 68,532
Pre-tax, pre-provision net revenue (PPNR) (A-C) $ 42,184 $ 47,732 $ 26,658 $ 29,234 $ 21,194
Operating pre-tax, pre-provision net revenue (PPNR) (2) (B-D) 42,148 44,952 38,607 30,242 21,957
Net income $ 27,637 $ 30,505 $ 18,717 $ 23,115 $ 20,196
Adj: Net securities (gains)/losses (1) - (163 ) 476 973 745
Adj: Restructuring expense and other expense (36 ) (2,617 ) 11,473 35 18
Adj: Income taxes (expense)/benefit 7 529 (2,738 ) (561 ) (170 )
Total operating income (2) (E) $ 27,608 $ 28,254 $ 27,928 $ 23,562 $ 20,789
(in millions, except per share data)
Total average assets (F) $ 11,805 $ 11,321 $ 11,315 $ 11,260 $ 11,493
Total average shareholders’ equity (G) 1,214 1,213 1,189 1,182 1,189
Total average tangible shareholders’ equity (2)(3) (H) 1,190 1,188 1,164 1,155 1,160
Total accumulated other comprehensive (loss) net of tax, end of period (159 ) (181 ) (188 ) (123 ) (78 )
Total tangible shareholders’ equity, end of period (2)(3) (J) 972 930 917 987 1,066
Total tangible assets, end of period (2)(3) (L) 12,297 11,638 11,291 11,552 12,069
Total common shares outstanding, end of period (thousands ) (M) 44,411 44,361 45,040 45,788 47,792
Average diluted shares outstanding (thousands ) (N) 44,036 44,484 45,034 46,102 48,067
GAAP earnings per common share, diluted (2) $ 0.63 $ 0.69 $ 0.42 $ 0.50 $ 0.42
Operating earnings per common share, diluted (2) (E/N) 0.63 0.64 0.62 0.51 0.43
Tangible book value per common share, end of period (2) (K/M) 21.89 20.95 20.36 21.56 22.30
Total tangible shareholders’ equity/total tangible assets (2) (J/L) 7.91 7.99 8.12 8.54 8.83
Performance ratios (4)
GAAP return on equity 9.11 % 10.06 % 6.30 7.82 % 6.79 %
Operating return on equity (2) (E/G) 9.10 9.32 9.40 7.97 6.99
Return on tangible common equity (2)(5) 9.59 10.59 6.76 8.33 7.29
Operating return on tangible common equity (2)(5) (E+Q)/(I) 9.59 9.83 9.92 8.48 7.49
GAAP return on assets 0.94 1.08 0.66 0.82 0.70
Operating return on assets (2) 0.94 1.00 0.99 0.84 0.72
Efficiency ratio (2)(6) (D-Q)/(B+O+R) 59.51 58.25 62.01 66.60 72.61
Supplementary data (in thousands)
Tax benefit on tax-credit investments (7) (O) $ 2,897 $ 3,068 $ 620 $ 595 $ 596
Non-interest income tax-credit investments amortization (8) (P) (2,285 ) (2,355 ) (445 ) (351 ) (357 )
Net income on tax-credit investments (O+P) 612 713 175 244 239
Intangible amortization (Q) $ 1,205 $ 1,277 $ 1,285 $ 1,286 $ 1,286
Fully taxable equivalent income adjustment (R) 1,908 1,845 1,715 1,560 1,524
(1) As of March 31, 2023, securities gains/(losses) are included in operating income. Net securities<br>(gains)/losses for prior periods include the change in fair value of the Company’s equity securities in compliance with the Company’s<br>adoption of ASU 2016-01.
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(2) Non-GAAP financial measure.
(3) Total tangible shareholders’ equity is computed by taking total shareholders’ equity less the intangible<br>assets at end of period. Total tangible assets is computed by taking intangible assets at end of period.
(4) Ratios are annualized and based on average balance sheet amounts, where applicable. Quarterly data may<br>not sum to year-to-date data due to rounding.
(5) Operating return on tangible equity is computed by dividing the total operating income/(loss) adjusted<br>for the tax-effected amortization of intangible assets, assuming a 27% marginal rate, by tangible equity.
(6) Efficiency ratio is computed by dividing total operating tangible non-interest expense by the sum of total net interest income on<br>a fully taxable equivalent basis and total operating non-interest income adjusted to include tax credit benefit of tax shelter investments.<br>The Company uses this non-GAAP measure to provide important information regarding its operational efficiency.
(7) The tax benefit is the direct reduction to the income tax provision due to tax credits and deductions<br>generated from investments in historic rehabilitation, low-income housing, new markets and solar.
(8) The non-interest income amortization is the reduction to the tax-advantaged investments, which are incurred<br>as the tax credits are generated.
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