8-K

Beacon Financial Corp (BBT)

8-K 2023-07-20 For: 2023-07-20
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): July 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 July 20, 2023, Berkshire Hills Bancorp, Inc. (the “Company”), the holding company for Berkshire Bank (the “Bank”), announced its financial results for the second quarter ended June 30, 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 July 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 July 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 July 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: July 20, 2023 By: /s/ Nitin J. Mhatre
Nitin J. Mhatre ****
President and Chief Executive Officer

Exhibit 99.1

Berkshire HillsReports Second Quarter Net Income of $24 Million, or $0.55 Earnings per Share


10% EPS Growth Year-over-Year

· Period-end<br> loan growth of 2%; total deposits unchanged
· Net<br> loan charge-offs decreased $1.1 million; credit loss allowance increased $2.2 million commensurate<br> with loan growth
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· TCE<br> ratio of 7.9 percent and CET1 ratio of 12.1 percent
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· Repurchased<br> $12 million of stock in 2Q23
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BOSTON, July 20, 2023 - Berkshire Hills Bancorp, Inc. (NYSE: BHLB) today reported results for the second quarter of 2023. These results along with comparison periods are summarized below:

($ in millions, except per share data) June 30, 2023 Mar. 31, 2023 June 30, 2022
Net income $ 23.9 $ 27.6 $ 23.1
Per share 0.55 0.63 0.50
Operating earnings^1^ 23.9 27.6 23.6
Per share 0.55 0.63 0.51
Net interest income, non FTE $ 92.8 $ 97.5 $ 81.4
Net interest income, FTE 94.7 99.4 82.9
Net interest margin, FTE 3.24 % 3.58 % 3.11
Non-interest income 17.1 16.6 16.4
Operating non-interest income^1^ 17.1 16.6 17.3
Non-interest expense $ 74.0 $ 72.0 $ 68.5
Operating non-interest expense^1^ 74.0 72.0 68.4
Efficiency ratio^1^ 63.6 % 59.5 % 66.6
Average balances
Loans $ 8,791 $ 8,515 $ 7,492
Deposits 9,568 9,676 9,755
Period-end balances
Loans 8,882 8,682 7,803
Deposits 10,068 10,068 10,115

All values are in US Dollars.

  1. See non-GAAP financial measures and reconciliation to GAAP measures on page 12.

    1

Berkshire CEO Nitin Mhatre stated, “I’m pleased with our progress, as we continue to grow the company strategically while posting higher earnings per share year-over-year. In this dynamic banking environment, Berkshire’s teams are serving clients and communities with focus and discipline. Reflecting the quality of our underwriting and business model, credit performance remains strong and deposits have been resilient. In the second quarter, we allocated our $100 million sustainability bond issuance to targeted social and environmental projects. We’re proud to be a leader promoting strong support to the communities in our footprint”

CFO David Rosato added, “Second quarter GAAP net income of $23.9 million increased 3% year-over-year, generating an 8.3 percent return on average tangible common equity. The cumulative impact of Federal Reserve Bank interest rate hikes has resulted in higher funding costs for Berkshire Bank and the industry, compressing net interest margins and operating profitability. Net income decreased 14 percent linked quarter, primarily reflecting lower net interest income. Net interest margin of 3.24 percent improved 13 basis points from a year ago, but declined 34 basis points linked-quarter. Further expansion of average loan yields was more than offset by higher deposit and borrowing costs. Period-end loan balances grew 2 percent while deposits were unchanged. The period-end loan to deposit ratio measured 88 percent and the ratio of tangible common equity to tangible assets stood at 7.9 percent. Common stock repurchases totaled $12 million for the quarter.”

As of and For the Three Months Ended
June 30, 2023 Mar. 31, 2023 June 30, 2022
Asset Quality
Net loan charge-offs to average loans 0.26 % 0.32 % 0.02 %
Non-performing loans to total loans 0.32 % 0.31 % 0.34 %
Returns
Return on average assets^1^ 0.78 % 0.94 % 0.82 %
Return on average tangible common equity^1^ 8.26 % 9.59 % 8.33 %
Capital Ratios^2^
Tangible common equity/tangible assets^1^ 7.9 % 7.9 % 8.5 %
Tier 1 leverage 9.6 % 9.9 % 10.2 %
Common equity Tier 1 12.1 % 12.1 % 12.9 %
Tier 1 risk-based 12.3 % 12.4 % 13.2 %
Total risk-based 14.4 % 14.4 % 16.1 %
  1. See non-GAAP measures and reconciliation to GAAP beginning on page 12. All performance ratios are annualized and are based on average balance sheet amounts, where applicable. 2. Presented as projected for June 30, 2023 and actual for the remaining periods.

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 $12.1 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

2Q 2023 Financial Highlights

Income Statement

· GAAP<br> and operating earnings totaled $23.9 million, or $0.55 per share.
· Net<br> interest income totaled $92.8 million in 2Q23 compared to $97.5 million in<br> 1Q23.
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One<br> additional calendar day in 2Q23 (1% increase in net interest income).
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· Net<br> interest margin decreased 34 basis points from 1Q23 to 3.24% reflecting:
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Higher<br> cost of funds (increase of 58 basis points).
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· Includes<br> higher deposit costs (increase of 41 basis points).
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· Includes<br> $600 million increase in higher cost average borrowings.
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Higher<br> yields on the loan portfolio (increase of 20 basis points).
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· Provision<br> for credit losses on loans totaled $8.0 million.
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Allowance<br> for credit losses on loans increased $2.2 million.
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Net<br> loan charge-offs totaled $5.8 million.
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Net<br> annualized loan charge-off ratio of 0.26%.
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· Non-interest<br> income totaled $17.1 million in 2Q23 compared to $16.6 million in 1Q23.
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Deposit<br> related fees included $215 thousand in higher commercial cash management fees.
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Loan<br> related non-interest revenue included $754 thousand in higher interest rate swap income.
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Gain<br> on SBA loan sales increased $416 thousand.
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Wealth<br> management revenue seasonally decreased $156 thousand. At June 30, 2023, wealth assets<br> under management were $1.4 billion.
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· Non-interest<br> expense totaled $74.0 million in 2Q23, compared to $72.0 million in 1Q23.
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Compensation<br> and benefits expense increased $889 thousand.
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Occupancy<br> and equipment expense decreased $409 thousand.
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Technology<br> and communications expense increased $994 thousand.
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The<br> efficiency ratio was 63.6% for 2Q23 compared to 59.5% for 1Q23.
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· The<br> effective income tax rate was 14.2% for 2Q23 and 15.6% for the first six months of 2023 compared<br> to 18.7% for the full year of 2022.
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Loans

· Commercial<br> real estate loans totaled $4.3 billion at June 30, 2023, an $84 million increase<br> from March 31, 2023.
Average<br> commercial real estate loans totaled $4.3 billion in 2Q23, a $117 million increase from 1Q23.
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· Commercial<br> and industrial loans totaled $1.5 billion at June 30, 2023, an $88 million decrease from<br> March 31, 2023.
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Average<br> commercial and industrial loans totaled $1.5 billion in 2Q23, a $31 million decrease from<br> 1Q23.
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· Residential<br> mortgage loans totaled $2.6 billion at June 30, 2023, a $215 million increase<br> from March 31, 2023.
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o Average residential mortgage loans totaled $2.5 billion in 2Q23, a<br> $205 million increase from 1Q23.
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· Consumer<br> loans totaled $517 million at June 30, 2023, a $10 million decrease from<br> March 31, 2023.
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o Average consumer loans totaled $524 million in 2Q23, a $15<br> million decrease from 1Q23.
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· Total<br> non-performing loans to total loans was 0.32% at June 30, 2023 compared to 0.31% at March<br> 31, 2023.
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· The<br> allowance for credit losses to total loans was 1.13% at June 30, 2023, unchanged from March<br> 31, 2023.
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3

Deposits

· Non-interest<br> bearing deposits totaled $2.6 billion at June 30, 2023, a $56 million decrease from March<br> 31, 2023.
Average<br> non-interest bearing deposits totaled $2.6 billion in 2Q23, a $112 million decrease from<br> 1Q23.
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· Time<br> deposits totaled $2.4 billion at June 30, 2023, $323 million increase from March 31, 2023.
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Average<br> time deposits totaled $2.3 billion in 2Q23, a $479 million increase from 1Q23.
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2Q 2023 ESG & CORPORATE RESPONSIBILITY HIGHLIGHTS

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

· The<br> Company announced the allocation of its inaugural $100 million sustainability bond<br> which helped create 330 units of affordable and workforce housing along with more than 200,000<br> square feet of green building development. Further details can be found in Berkshire’s<br> Sustainability Bond Report which highlights how proceeds were allocated to support affordable<br> housing, workforce housing, green building and financial access and inclusion projects in<br> communities across New England and New York.
· Berkshire<br> maintained its top quartile ESG rating performance and was named the recipient of the LGBT<br> Corporate Ally Award from the Boston Business Journal.
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4

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

5

SELECTED FINANCIAL HIGHLIGHTS (1)

June 30, March 31, Dec. 31, Sept. 30, June 30,
2023 2023 2022 2022 2022
NOMINAL AND PER SHARE DATA
Net earnings per common share, diluted $ 0.55 $ 0.63 $ 0.69 $ 0.42 $ 0.50
Operating earnings per common share, diluted (2)(3) 0.55 0.63 0.64 0.62 0.51
Net income, (thousands) 23,861 27,637 30,505 18,717 23,115
Operating net income, (thousands) (2)(3) 23,878 27,608 28,254 27,928 23,562
Net interest income, (thousands) non FTE 92,759 97,533 102,092 92,084 81,358
Net interest income, FTE (5) 94,721 99,441 103,937 93,799 82,918
Total<br>common shares outstanding, end of period (thousands) 44,033 44,411 44,361 45,040 45,788
Average diluted shares, (thousands) 43,532 44,036 44,484 45,034 46,102
Total book value per common share, end of period 22.11 22.42 21.51 20.93 22.15
Tangible book value per common share, end of period (2)(3) 21.60 21.89 20.95 20.36 21.56
Dividends per common share 0.18 0.18 0.18 0.12 0.12
Dividend payout ratio 33.47 % 28.98 % 26.59 % 29.35 % 25.24 %
PERFORMANCE RATIOS (4)
Return on equity 7.82 % 9.11 % 10.06 % 6.30 % 7.82 %
Operating return on equity (2)(3) 7.82 9.10 9.32 9.40 7.97
Return on tangible common equity (2)(3) 8.26 9.59 10.59 6.76 8.33
Operating return on tangible common equity (2)(3) 8.27 9.59 9.83 9.92 8.48
Return on assets 0.78 0.94 1.08 0.66 0.82
Operating return on assets (2)(3) 0.78 0.94 1.00 0.99 0.84
Net interest margin, FTE (5) 3.24 3.58 3.84 3.48 3.11
Efficiency ratio (3) 63.57 59.51 58.25 62.01 66.60
FINANCIAL DATA (in millions, end of period)
Total assets $ 12,090 $ 12,320 $ 11,663 $ 11,317 $ 11,579
Total earning assets 11,370 11,615 10,913 10,604 10,849
Total loans 8,882 8,682 8,335 7,943 7,803
Total deposits 10,068 10,068 10,327 9,988 10,115
Loans/deposits (%) 88 % 86 % 81 % 80 % 77 %
Total accumulated other comprehensive (loss) net of tax, end of period $ (186 ) $ (159 ) $ (181 ) $ (188 ) $ (123 )
Total shareholders' equity 973 995 954 943 1,014
ASSET QUALITY
Allowance for credit losses, (millions) $ 100 $ 98 $ 96 $ 96 $ 99
Net charge-offs, (millions) (6 ) (7 ) (12 ) (6 ) (0 )
Net charge-offs (QTD annualized)/average loans 0.26 % 0.32 % 0.58 % 0.30 % 0.02 %
Provision (benefit)/expense, (millions) $ 8 $ 9 $ 12 $ 3 $ -
Non-performing assets, (millions) 31 29 33 40 29
Non-performing loans/total loans 0.32 % 0.31 % 0.37 % 0.48 % 0.34 %
Allowance for credit losses/non-performing loans 353 363 309 254 368
Allowance for credit losses/total loans 1.13 1.13 1.15 1.21 1.27
CAPITAL RATIOS
Risk weighted assets, (millions)(6) $ 9,518 $ 9,454 $ 9,151 $ 8,823 $ 8,718
Common equity Tier 1 capital to risk weighted assets (6) 12.1 % 12.1 % 12.4 % 12.7 % 13.0 %
Tier 1 capital leverage ratio (6) 9.6 9.9 10.2 10.1 10.2
Tangible common shareholders' equity/tangible assets (3) 7.9 7.9 8.0 8.1 8.5
(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, appear on pages 12 and 13.
(3) Non-GAAP<br> financial measure. Operating measurements are non-GAAP financial measures that are adjusted to exclude net non-operating charges primarily related to acquisitions and restructuring activities. See pages 12 and 13 for reconciliations 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 June 30, 2023 and actual for the remaining periods.
6

CONSOLIDATEDBALANCE SHEETS

June 30, March 31, December 31, June 30,
(in thousands) 2023 2023 2022 2022
Assets
Cash and due from banks $ 120,285 $ 121,589 $ 145,342 $ 156,470
Short-term investments 520,315 884,973 540,013 714,547
Total cash and cash equivalents 640,600 1,006,562 685,355 871,017
Trading securities, at fair value 6,405 6,584 6,708 7,040
Equity securities, at fair value 12,868 13,072 12,856 14,154
Securities available for sale, at fair value 1,340,331 1,407,271 1,423,200 1,697,019
Securities held to maturity, at amortized cost 563,765 574,606 583,453 602,611
Federal Home Loan Bank stock 34,714 44,245 7,219 9,365
Total securities 1,958,083 2,045,778 2,033,436 2,330,189
Less: Allowance for credit losses on investment securities (71 ) (71 ) (91 ) (94 )
Net securities 1,958,012 2,045,707 2,033,345 2,330,095
Loans held for sale 8,708 1,906 4,311 1,062
Commercial real estate loans 4,315,202 4,231,510 4,095,079 3,919,678
Commercial and industrial loans 1,464,922 1,553,340 1,473,316 1,471,446
Residential mortgages 2,584,959 2,369,614 2,216,410 1,819,341
Consumer loans 517,319 527,503 550,504 592,986
Total loans 8,882,402 8,681,967 8,335,309 7,803,451
Less: Allowance for credit losses on loans (100,219 ) (97,991 ) (96,270 ) (99,021 )
Net loans 8,782,183 8,583,976 8,239,039 7,704,430
Premises and equipment, net 76,903 78,710 85,217 89,657
Other intangible assets 22,074 23,279 24,483 27,046
Other assets 593,621 571,616 587,854 550,275
Assets held for sale 8,220 8,220 3,260 5,386
Total assets $ 12,090,321 $ 12,319,976 $ 11,662,864 $ 11,578,968
Liabilities and shareholders' equity
Non-interest bearing deposits $ 2,594,528 $ 2,650,937 $ 2,852,127 $ 2,921,347
NOW and other deposits 944,775 959,417 1,054,596 2,247,544
Money market deposits 3,005,081 3,274,630 3,723,570 2,327,004
Savings deposits 1,088,405 1,069,915 1,063,269 1,143,352
Time deposits 2,435,618 2,112,646 1,633,707 1,475,417
Total deposits 10,068,407 10,067,545 10,327,269 10,114,664
Federal Home Loan Bank advances 674,345 904,395 4,445 58,542
Subordinated borrowings 121,238 121,176 121,064 195,659
Total borrowings 795,583 1,025,571 125,509 254,201
Other liabilities 252,950 231,380 256,024 196,053
Total liabilities 11,116,940 11,324,496 10,708,802 10,564,918
Common shareholders' equity 973,381 995,480 954,062 1,014,050
Total shareholders' equity 973,381 995,480 954,062 1,014,050
Total liabilities and shareholders' equity $ 12,090,321 $ 12,319,976 $ 11,662,864 $ 11,578,968
7

CONSOLIDATEDSTATEMENTS OF INCOME

Three Months Ended Six Months Ended
June 30, June 30,
(in thousands, except per share data) 2023 2022 2023 2022
Interest income $ 145,425 $ 87,379 $ 277,741 $ 162,202
Interest expense 52,666 6,021 87,449 11,781
Net interest income, non FTE 92,759 81,358 190,292 150,421
Non-interest income
Deposit related fees 8,571 8,005 16,882 15,356
Loan fees and other 3,189 1,113 5,658 6,052
Gain on SBA loan sales 2,910 3,619 5,404 6,964
Wealth management fees 2,583 2,775 5,322 5,400
Other (137 ) 1,812 222 4,978
Total non-interest income excluding (losses)/gains 17,116 17,324 33,488 38,750
Fair value adjustments on securities (22 ) (973 ) 212 (1,718 )
Total non-interest income 17,094 16,351 33,700 37,032
Total net revenue 109,853 97,709 223,992 187,453
Provision expense/(benefit) for credit losses 8,000 - 16,999 (4,000 )
Non-interest expense
Compensation and benefits 39,960 37,830 79,031 75,351
Occupancy and equipment 8,970 9,438 18,349 19,505
Technology and communications 10,465 8,611 19,936 17,138
Professional services 2,526 2,913 5,803 5,605
Other expenses 12,106 9,648 22,899 19,373
Merger, restructuring and other non-operating expenses 21 35 (15 ) 53
Total non-interest expense 74,048 68,475 146,003 137,025
Total non-interest expense excluding merger, restructuring and other 74,027 68,440 146,018 136,972
Income before income taxes $ 27,805 $ 29,234 $ 60,990 $ 54,428
Income tax expense 3,944 6,119 9,492 11,117
Net income $ 23,861 $ 23,115 $ 51,498 $ 43,311
Basic earnings per common share $ 0.55 $ 0.50 $ 1.18 $ 0.93
Diluted earnings per common share $ 0.55 $ 0.50 $ 1.18 $ 0.92
Weighted average shares outstanding:
Basic 43,443 45,818 43,564 46,733
Diluted 43,532 46,102 43,780 47,074
8

CONSOLIDATEDSTATEMENTS OF INCOME (5 Quarter Trend)

June 30, March 31, Dec. 31, Sept. 30, June 30,
(in thousands, except per share data) 2023 2023 2022 2022 2022
Interest income $ 145,425 $ 132,316 $ 121,384 $ 103,671 $ 87,379
Interest expense 52,666 34,783 19,292 11,587 6,021
Net interest income, non FTE 92,759 97,533 102,092 92,084 81,358
Non-interest income
Deposit related fees 8,571 8,311 8,293 8,377 8,005
Loan fees and other 3,189 2,469 2,123 1,292 1,113
Gain on SBA loan sales 2,910 2,494 2,979 2,551 3,619
Wealth management fees 2,583 2,739 2,255 2,353 2,775
Other (137 ) 359 (159 ) 2,154 1,812
Total non-interest income excluding (losses)/gains 17,116 16,372 15,491 16,727 17,324
Fair value adjustments on securities (22 ) 234 163 (476 ) (973 )
Total non-interest income 17,094 16,606 15,654 16,251 16,351
Total net revenue 109,853 114,139 117,746 108,335 97,709
Provision expense/(benefit) for credit losses 8,000 8,999 12,000 3,000 -
Non-interest expense
Compensation and benefits 39,960 39,071 37,968 39,422 37,830
Occupancy and equipment 8,970 9,379 9,431 8,702 9,438
Technology and communications 10,465 9,471 9,729 8,719 8,611
Professional services 2,526 3,277 3,153 3,285 2,913
Other expenses 12,106 10,793 12,350 10,076 9,648
Merger, restructuring and other non-operating expenses 21 (36 ) (2,617 ) 11,473 35
Total non-interest expense 74,048 71,955 70,014 81,677 68,475
Total non-interest expense excluding merger, restructuring and other 74,027 71,991 72,631 70,204 68,440
Income before income taxes $ 27,805 $ 33,185 $ 35,732 $ 23,658 $ 29,234
Income tax expense 3,944 5,548 5,227 4,941 6,119
Net income $ 23,861 $ 27,637 $ 30,505 $ 18,717 $ 23,115
Diluted earnings per common share $ 0.55 $ 0.63 $ 0.69 $ 0.42 $ 0.50
Weighted average shares outstanding:
Basic 43,443 43,693 44,105 44,700 45,818
Diluted 43,532 44,036 44,484 45,034 46,102
9

AVERAGE BALANCES AND AVERAGE YIELDS AND COSTS

Quarters<br> Ended
June<br> 30, 2023 March 31,<br> 2023 June 30,<br> 2022
(in millions) Average<br><br> Balance Interest<br> (1) Average<br><br> Yield/Rate Average<br><br> Balance Interest<br> (1) Average<br><br> Yield/Rate Average<br><br> Balance Interest<br> (1) Average<br><br> Yield/Rate
Assets
Commercial real estate 4,283 67 6.16 % 4,166 61 5.88 % 3,831 37 3.79 %
Commercial and industrial loans 1,496 27 7.27 1,527 26 6.92 1,447 16 4.46
Residential mortgages 2,488 24 3.87 2,283 21 3.70 1,652 15 3.57
Consumer loans 524 9 7.28 539 10 7.24 562 8 5.41
Total loans 8,791 127 5.77 8,515 118 5.57 7,492 75 3.99
Securities (2) 2,236 13 2.27 2,261 13 2.23 2,621 13 1.97
Short-term investments and loans HFS 560 7 4.94 313 3 4.24 476 1 0.57
Total earning assets 11,587 147 5.05 11,089 134 4.85 10,589 89 3.34
Goodwill and other intangible assets 22 24 27
Other assets 665 692 644
Total assets 12,274 11,805 11,260
Liabilities and shareholders' equity
Non-interest-bearing demand deposits 2,594 - - % 2,706 - - % 2,903 - - %
NOW and other 1,055 4 1.35 1,456 6 1.64 1,454 - 0.12
Money market 2,555 14 2.13 2,659 10 1.59 2,811 2 0.19
Savings 1,077 - 0.50 1,047 - 0.10 1,127 - 0.03
Time 2,287 18 3.07 1,808 10 2.13 1,460 2 0.64
Total cost deposits 9,568 36 1.51 9,676 26 1.09 9,755 4 0.17
Borrowings (3) 1,288 17 5.14 688 9 5.06 160 2 4.61
Total funding liabilities 10,856 53 1.94 10,364 35 1.36 9,915 6 0.24
Other liabilities 197 227 163
Total liabilities 11,053 10,591 10,078
Common shareholders' equity 1,221 1,214 1,182
Total shareholders'<br> equity 1,221 1,214 1,182
Total liabilities and shareholders'<br> equity 12,274 11,805 11,260
Net interest margin,<br> FTE 3.24 3.58 3.11
Total average non-maturity deposits 7,281 7,868 8,295
Supplementary data
Net Interest Income, non FTE 92.759 97.533 81.358
FTE income adjustment 1.962 1.908 1.560
Net Interest Income, FTE 94.721 99.441 82.918

(1) Interest income and expense presented on a fully taxable equivalent basis.

(2) Average balances for securities available-for-sale are based on amortized cost.

(3) Average balances for borrowings includes the financing lease obligation which is presented under other liabilities on the consolidated balance sheet.

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ASSET QUALITY ANALYSIS

June 30, March 31, Dec. 31, Sept. 30, June 30,
(in thousands) 2023 2023 2022 2022 2022
NON-PERFORMING ASSETS
Commercial real estate $ 1,509 $ 2,546 $ 2,434 $ 2,976 $ 8,277
Commercial and industrial loans 15,597 12,155 17,023 21,008 4,891
Residential mortgages 8,728 9,442 8,612 10,407 10,331
Consumer loans 2,565 2,848 3,045 3,463 3,385
Total non-performing loans 28,399 26,991 31,114 37,854 26,884
Repossessed assets 2,549 2,462 2,209 2,175 2,004
Total non-performing assets $ 30,948 $ 29,453 $ 33,323 $ 40,029 $ 28,888
Total non-performing loans/total loans 0.32 % 0.31 % 0.37 % 0.48 % 0.34 %
Total non-performing assets/total assets 0.26 % 0.24 % 0.29 % 0.35 % 0.25 %
PROVISION AND ALLOWANCE FOR CREDIT LOSSES ON LOANS
Balance at beginning of period $ 97,991 $ 96,270 $ 96,013 $ 99,021 $ 99,475
Adoption of ASU No. 2022-02 - (401 ) - - -
Balance after adoption of ASU No. 2022-02 97,991 95,869 96,013 99,021 99,475
Charged-off loans (7,686 ) (7,936 ) (12,995 ) (7,424 ) (1,593 )
Recoveries on charged-off loans 1,914 1,059 1,252 1,416 1,139
Net loans charged-off (5,772 ) (6,877 ) (11,743 ) (6,008 ) (454 )
Provision (benefit)/expense for loan credit losses 8,000 8,999 12,000 3,000 -
Balance at end of period $ 100,219 $ 97,991 $ 96,270 $ 96,013 $ 99,021
Allowance for credit losses/total loans 1.13 % 1.13 % 1.15 % 1.21 % 1.27 %
Allowance for credit losses/non-performing loans 353 % 363 % 309 % 254 % 368 %
NET LOAN CHARGE-OFFS
Commercial real estate $ 664 $ 122 $ 187 $ (854 ) $ (76 )
Commercial and industrial loans (4,146 ) (5,695 ) (10,914 ) (4,931 ) (237 )
Residential mortgages (143 ) 305 192 122 (30 )
Home equity 126 16 (128 ) 1 33
Auto and other consumer (2,273 ) (1,625 ) (1,080 ) (346 ) (144 )
Total, net $ (5,772 ) $ (6,877 ) $ (11,743 ) $ (6,008 ) $ (454 )
Net charge-offs (QTD annualized)/average loans 0.26 % 0.32 % 0.58 % 0.30 % 0.02 %
Net charge-offs (YTD annualized)/average loans 0.29 % 0.32 % 0.27 % 0.16 % 0.08 %
DELINQUENT AND NON-PERFORMING<br> LOANS Balance Percent<br> <br><br>of Total<br><br> Loans Balance Percent<br><br> of<br> Total<br><br> Loans Balance Percent <br><br>of<br> Total<br><br> Loans Balance Percent <br><br>of<br> Total<br><br> Loans Balance Percent<br><br> of<br> Total<br><br> Loans
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
30-89 Days delinquent $ 15,147 0.17 % $ 14,210 0.16 % $ 12,162 0.15 % $ 14,662 0.18 % $ 36,184 0.46 %
90+ Days delinquent and still accruing 7,812 0.09 % 6,937 0.08 % 7,038 0.08 % 6,285 0.08 % 6,760 0.09 %
Total accruing delinquent loans 22,959 0.26 % 21,147 0.24 % 19,200 0.23 % 20,947 0.26 % 42,944 0.55 %
Non-performing loans 28,399 0.32 % 26,991 0.31 % 31,114 0.37 % 37,854 0.48 % 26,884 0.34 %
Total delinquent and non-performing<br> loans $ 51,358 0.58 % $ 48,138 0.55 % $ 50,314 0.60 % $ 58,801 0.74 % $ 69,828 0.89 %
11

RECONCILIATION OF NON-GAAPFINANCIAL MEASURES AND SUPPLEMENTARY DATA

June 30, March 31, Dec. 31, Sept. 30, June 30,
(in thousands) 2023 2023 2022 2022 2022
Total non-interest income $ 17,094 $ 16,606 $ 15,654 $ 16,251 $ 16,351
Adj: Fair value adjustments on securities (1) - - (163 ) 476 973
Total operating non-interest income (2) $ 17,094 $ 16,606 $ 15,491 $ 16,727 $ 17,324
Total revenue (A) $ 109,853 $ 114,139 $ 117,746 $ 108,335 $ 97,709
Adj: Fair value adjustments on securities (1) - - (163 ) 476 973
Total operating revenue (2) (B) $ 109,853 $ 114,139 $ 117,583 $ 108,811 $ 98,682
Total non-interest expense (C) $ 74,048 $ 71,955 $ 70,014 $ 81,677 $ 68,475
Adj: Merger, restructuring and other non-operating expenses (21 ) 36 2,617 (11,473 ) (35 )
Operating non-interest expense (2) (D) $ 74,027 $ 71,991 $ 72,631 $ 70,204 $ 68,440
Pre-tax, pre-provision net revenue (PPNR) (A-C) $ 35,805 $ 42,184 $ 47,732 $ 26,658 $ 29,234
Operating pre-tax, pre-provision net revenue (PPNR) (2) (B-D) 35,826 42,148 44,952 38,607 30,242
Net income $ 23,861 $ 27,637 $ 30,505 $ 18,717 $ 23,115
Adj: Fair value adjustments on securities (1) - - (163 ) 476 973
Adj: Restructuring expense and other non-operating expenses 21 (36 ) (2,617 ) 11,473 35
Adj: Income taxes (expense)/benefit (4 ) 7 529 (2,738 ) (561 )
Total operating income (2) (E) $ 23,878 $ 27,608 $ 28,254 $ 27,928 $ 23,562
(in millions, except per share data)
Total average assets (F) $ 12,274 $ 11,805 $ 11,321 $ 11,315 $ 11,260
Total average shareholders' equity (G) 1,221 1,214 1,213 1,189 1,182
Total average tangible shareholders' equity (2) (H) 1,198 1,190 1,188 1,164 1,155
Total accumulated other comprehensive (loss) net of tax, end of period (186 ) (159 ) (181 ) (188 ) (123 )
Total tangible shareholders' equity, end of period (2) (J) 951 972 930 917 987
Total tangible assets, end of period (2) (L) 12,068 12,297 11,638 11,291 11,552
Total common shares outstanding, end of period (thousands) (M) 44,033 44,411 44,361 45,040 45,788
Average diluted shares outstanding (thousands) (N) 43,532 44,036 44,484 45,034 46,102
GAAP earnings per common share, diluted (2) $ 0.55 $ 0.63 $ 0.69 $ 0.42 $ 0.50
Operating earnings per common share, diluted (2) (E/N) 0.55 0.63 0.64 0.62 0.51
Tangible book value per common share, end of period (2) (J/M) 21.60 21.89 20.95 20.36 21.56
Total tangible shareholders' equity/total tangible assets (2) (J/L) 7.88 7.91 7.99 8.12 8.54
Performance ratios (3)
GAAP return on equity 7.82 % 9.11 % 10.06 % 6.30 7.82 %
Operating return on equity (2) (E/G) 7.82 9.10 9.32 9.40 7.97
Return on tangible common equity (2)(4) 8.26 9.59 10.59 6.76 8.33
Operating return on tangible common equity (2)(4) (E+Q)/(H) 8.27 9.59 9.83 9.92 8.48
GAAP return on assets 0.78 0.94 1.08 0.66 0.82
Operating return on assets (2) (E/F) 0.78 0.94 1.00 0.99 0.84
Efficiency ratio (2) (D-Q)/(B+O+R) 63.57 59.51 58.25 62.01 66.60
Supplementary data (in thousands)
Tax benefit on tax-credit investments (5) (O) $ 2,735 $ 2,897 $ 3,068 $ 620 $ 595
Non-interest income tax-credit investments amortization (6) (P) (2,210 ) (2,285 ) (2,355 ) (445 ) (351 )
Net income on tax-credit investments (O+P) 525 612 713 175 244
Intangible amortization (Q) $ 1,205 $ 1,205 $ 1,277 $ 1,285 $ 1,286
Fully taxable equivalent income adjustment (R) 1,962 1,908 1,845 1,715 1,560

(1) Starting March 31, 2023, fair value adjustments on securities are included in operating income.

(2) Non-GAAP financial measure.

(3) Ratios are annualized and based on average balance sheet amounts, where applicable. Quarterly data may not sum to year-to-date data due to rounding.

(4) Amortization of intangible assets is adjusted assuming a 27% marginal tax rate.

(5) The tax benefit is the direct reduction to the income tax provision due to tax credit investments.

(6) The non-interest income amortization is the reduction to the tax-advantaged investments and are incurred as the tax credits are generated.

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RECONCILIATION OF NON-GAAPFINANCIAL MEASURES AND SUPPLEMENTARY DATA- UNAUDITED

At or for the Six Months Ended
June 30, June 30,
(in thousands) 2023 2022
Total non-interest income $ 33,700 $ 37,032
Adj: Fair value adjustments on securities (1) - 1,718
Total operating non-interest income (2) $ 33,700 $ 38,750
Total revenue (A) $ 223,992 $ 187,453
Adj: Fair value adjustments on securities (1) - 1,718
Total operating revenue (2) (B) $ 223,992 $ 189,171
Total non-interest expense (C) $ 146,003 $ 137,025
Less: Merger, restructuring and other non-operating expenses 15 (53 )
Operating non-interest expense (2) (D) $ 146,018 $ 136,972
Pre-tax, pre-provision net revenue (PPNR) (A-C) $ 77,989 $ 50,428
Operating pre-tax, pre-provision net revenue (PPNR) (2) (B-D) 77,974 52,199
Net income $ 51,498 $ 43,311
Adj: Fair value adjustments on securities (1) - 1,718
Adj: Restructuring expense and other non-operating expenses (15 ) 53
Adj: Income taxes (expense)/benefit 3 (731 )
Total operating income (2) (E) $ 51,486 $ 44,351
(in millions, except per share data)
Total average assets (F) $ 12,040 $ 11,376
Total average shareholders' equity (G) 1,217 1,185
Total average tangible shareholders' equity (2) (H) 1,194 1,157
Total accumulated other comprehensive (loss) net of tax, end of period (186 ) (123 )
Total tangible shareholders' equity, end of period (2) (J) 951 987
Total tangible assets, end of period (2) (L) 12,068 11,552
Total common shares outstanding, end of period (thousands) (M) 44,033 45,788
Average diluted shares outstanding (thousands) (N) 43,780 47,074
GAAP earnings/(loss) per common share, diluted (2) $ 1.18 $ 0.92
Operating earnings per common share, diluted (2) (E/N) 1.18 0.94
Tangible book value per common share, end of period (2) (J/M) 21.60 21.56
Total tangible shareholders' equity/total tangible assets (2) (J/L) 7.88 8.54
Performance ratios (3)
GAAP return on equity 8.46 % 7.31 %
Operating return on equity (2) (E/G) 8.46 7.49
Return on tangible common equity (2)(4) 8.92 7.81
Operating return on tangible common equity (2)(4) (E+Q)/(H) 8.92 7.99
GAAP return on assets 0.86 0.76
Operating return on assets (2) (E/F) 0.86 0.78
Efficiency ratio (2) (D-Q)/(B+O+R) 61.50 69.48
Net interest margin, FTE 3.40 2.86
Supplementary data (in thousands)
Tax benefit on tax-credit investments (5) (O) $ 5,632 $ 1,191
Non-interest income charge on tax-credit investments (6) (P) (4,495 ) (708 )
Net income on tax-credit investments (O+P) 1,137 483
Intangible amortization (Q) $ 2,410 $ 2,572
Fully taxable equivalent income adjustment (R) 3,869 3,084

(1) Starting March 31, 2023, fair value adjustments on securities are included in operating income.

(2) Non-GAAP financial measure.

(3) Ratios are annualized and based on average balance sheet amounts, where applicable. Quarterly data may not sum to year-to-date data due to rounding.

(4) Amortization of intangible assets is adjusted assuming a 27% marginal tax rate.

(5) The tax benefit is the direct reduction to the income tax provision due to tax credit investments.

(6) The non-interest income amortization is the reduction to the tax-advantaged investments and are incurred as the tax credits are generated.

13