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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 25, 2023

FIRST MERCHANTS CORPORATION

(Exact name of registrant as specified in its charter)


Indiana
(State or other jurisdiction of incorporation)
001-41342			35-1544218
(Commission File Number)			(IRS Employer Identification No.)

200 East Jackson Street

P.O. Box 792

Muncie, IN 47305-2814

(Address of principal executive offices, including zip code)

(765) 747-1500

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)


Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.125 stated value per share	FRME	The Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/100th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A	FRMEP	The Nasdaq Stock Market LLC

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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 25, 2023, First Merchants Corporation issued a press release to report its financial results for the first quarter ended March 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K, including Exhibit No. 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Not applicable.

(b) Not applicable.

(d) Exhibits.

Exhibit 99.1 Press Release, dated April 25, 2023, issued by First Merchants Corporation

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


									First Merchants Corporation
									(Registrant)

									By: /s/ Michele M. Kawiecki Michele M. Kawiecki Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)
Dated: April 25, 2023

EXHIBIT INDEX

Exhibit No. Description

99.1 Press Release, dated April 25, 2023, issued by First Merchants Corporation

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1 2 a1q23earningsreleaseex991.htm EX-99.1 Document

N / E / W / S R / E / L / E / A / S / E

April 25, 2023

FOR IMMEDIATE RELEASE

For more information, contact:

Nicole M. Weaver, Vice President and Director of Corporate Administration

765-521-7619

http://www.firstmerchants.com

SOURCE: First Merchants Corporation, Muncie, Indiana

FIRST MERCHANTS CORPORATION ANNOUNCES FIRST QUARTER 2023 EARNINGS PER SHARE

First Merchants Corporation (NASDAQ - FRME)

First Quarter 2023 Highlights:

• Net income available to common stockholders was $63.6 million for the first quarter and diluted earnings per common share totaled $1.07, compared to $48.6 million and $.91 in the first quarter of 2022, and $70.3 million and $1.19 in the fourth quarter of 2022.

• Adjusted net income available to common stockholders1 for the first quarter was $63.6 million and adjusted diluted earnings per common share1 totaled $1.07, compared to $47.3 million and $.88 in the first quarter of 2022, and $70.5 million and $1.19 in the fourth quarter of 2022.

• Strong liquidity and capital with Common Equity Tier 1 Capital Ratio of 10.82%.

• Deposit growth of $320.5 million, or 8.9% annualized on a linked quarter basis.

• Total loans grew $237.9 million, or 7.9% annualized on a linked quarter basis.

• Non-accrual loans totaled $46.6 million compared to $42.3 million on a linked quarter basis.

• The efficiency ratio totaled 51.72% for the quarter.

Mark Hardwick, Chief Executive Officer, stated, “Given the disruption in the banking industry, we are pleased to share a quarter-end balance sheet that reflects a very safe and sound institution with continued growth. Loans, Deposits, on-hand liquidity and capital all improved over year-end. We prioritized enhancing our liquidity position during the quarter while also meeting the demands of the customer base. Our team of bankers have been true brand ambassadors during the quarter by showing poise and confidence throughout the communities we serve. We remain focused on delivering our plan for the year.”

First Quarter Financial Results:

First Merchants Corporation (the “Corporation) has reported first quarter 2023 net income available to common stockholders of $63.6 million compared to $48.6 million during the same period in 2022. Earnings per share for the period totaled $1.07 per share compared to the first quarter of 2022 result of $.91 per share.

Total assets equaled $18.2 billion as of quarter-end and loans totaled $12.3 billion. Total loans increased $2.9 billion during the past twelve months. The acquisition of Level One contributed $1.6 billion of loans. Excluding acquired loans and PPP forgiveness, the Corporation experienced organic loan growth of $1.3 billion, or 14.4 percent, during the past twelve months. This was offset by the forgiveness of PPP loans of $88.5 million. Total loans grew organically $237.9 or 7.9% annualized on a linked quarter basis.

Investments, totaling $4.1 billion, decreased $431.9 million, or 9.6 percent, during the last twelve months and decreased $206.4 million or 19.4% annualized on a linked quarter basis.

Total deposits equaled $14.7 billion as of quarter-end and increased by $1.8 billion over the past twelve months. The acquisition of Level One contributed $1.9 billion in deposits resulting in an organic deposit decline of $133.5 million or 1.0%. Total deposits grew $320.5 million or 8.9% annualized on a linked quarter basis. The loan to deposit ratio for the current quarter ended at 83.3 percent.

The Corporation’s Allowance for Credit Losses – Loans (ACL) totaled $223.1 million as of quarter-end, or 1.82 percent of total loans, an increase of $27.1 million over prior year due to the acquisition of Level One. Loan charge offs, net of recoveries, for the quarter totaled $0.2 million. No provision expense was recorded during the quarter or during the last twelve months other than CECL Day 1 expense of $16.8 million due to the acquisition of Level One. Non-performing assets to total assets were 0.30% for the first quarter of 2023, a decrease of two basis points compared to 0.32% in the first quarter of 2022.

Net-interest income, totaling $144.1 million for the quarter, declined $4.9 million, or 3.3 percent, compared to prior quarter and increased $41.8 million, or 40.9 percent compared to the first quarter of 2022. Stated net-interest margin on a tax equivalent basis, totaling 3.58 percent, declined by 14 basis points compared to the fourth quarter of 2022 and increased 55 basis points compared to the first quarter of 2022. Net-interest margin excluding the impact of fair value accretion and PPP loans totaled 3.52%, a decrease of 13 basis points compared to 3.65% for the fourth quarter of 2022 and an increase of 55 basis points from the first quarter of 2022. During the quarter, increased deposit costs and mix offset the increase in earning asset yields causing a reduction of margin of eight basis points. The lower day count in the quarter caused a decline of five basis points.

Non-interest income, totaling $25.0 million for the quarter, increased $0.9 million compared to the fourth quarter of 2022 and decreased $0.9 million from the first quarter of 2022. The increase over the fourth quarter of 2022 was driven primarily by higher card payment fees, derivative hedge fees, offset by losses on the sale of available for sale securities.

Non-interest expense totaled $93.7 million for the quarter, an increase of $4.0 million from the fourth quarter of 2022. The increase was primarily due to higher salaries, incentives and employee benefits offset by lower marketing expenses and FDIC assessments. A one-time FDIC assessment credit of approximately $2.0 million was recorded lowering overall FDIC assessment cost for the quarter. Additionally, gains on the sales of properties were recorded in the fourth quarter and reflected in Other Expenses that did not recur in the current quarter, causing a negative quarter-over quarter variance.

The Corporation’s total risk-based capital ratio equaled 13.23 percent, common equity tier 1 capital ratio equaled 10.82 percent, and the tangible common equity ratio totaled 7.75 percent. These ratios continue to reflect the Corporation’s strong liquidity and capital positions.

1 See “Non-GAAP Financial Information” for reconciliation

CONFERENCE CALL

First Merchants Corporation will conduct a first quarter earnings conference call and web cast at 10:30 a.m. (ET) on Tuesday, April 25, 2023.

To access via phone, participants will need to register using the following link where they will be provided a phone number and access code: (https://register.vevent.com/register/BI257d3b7683714a4382f8765266a99667))

In order to view the webcast and presentation slides, please go to (https://edge.media-server.com/mmc/p/trq9ekv4) during the time of the call. A replay of the webcast will be available until April 25, 2024.

Detailed financial results are reported on the attached pages.

About First Merchants Corporation

First Merchants Corporation is a financial holding company headquartered in Muncie, Indiana. The Corporation has one full-service bank charter, First Merchants Bank. The Bank also operates as First Merchants Private Wealth Advisors (as a division of First Merchants Bank).

First Merchants Corporation’s common stock is traded on the NASDAQ Global Select Market System under the symbol FRME. Quotations are carried in daily newspapers and can be found on the company’s Internet web page (http://www.firstmerchants.com).

FIRST MERCHANTS and the Shield Logo are federally registered trademarks of First Merchants Corporation.

Forward-Looking Statements

This release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, would”, “should”, “could”, “might”, “can”, “may”, or similar expressions. These statements include statements of First Merchants’ goals, intentions and expectations; statements regarding the First Merchants’ business plan and growth strategies; statements regarding the asset quality of First Merchants’ loan and investment portfolios; and estimates of First Merchants’ risks and future costs and benefits. These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: possible changes in monetary and fiscal policies, and laws and regulations; the effects of easing restrictions on participants in the financial services industry; the cost and other effects of legal and administrative cases; possible changes in the credit worthiness of customers and the possible impairment of collectability of loans; fluctuations in market rates of interest; competitive factors in the banking industry; changes in the banking legislation or regulatory requirements of federal and state agencies applicable to bank holding companies and banks like First Merchants’ affiliate bank; continued availability of earnings and excess capital sufficient for the lawful and prudent declaration of dividends; changes in market, economic, operational, liquidity (including the ability to grow and maintain core deposits and retain large, uninsured deposits), credit and interest rate risks associated with the First Merchants’ business; and other risks and factors identified in each of First Merchants’ filings with the Securities and Exchange Commission. First Merchants does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this press release. In addition, First Merchants’ past results of operations do not necessarily indicate its anticipated future results.

* * * *


CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)	March 31,
	2023		2022
ASSETS
Cash and due from banks	$	125,818	$	148,277
Interest-bearing deposits	352,695		395,262
Investment securities, net of allowance for credit losses of $245,000 and $245,000	4,057,389		4,489,263
Loans held for sale	9,408		3,938
Loans	12,241,461		9,356,241
Less: Allowance for credit losses - loans	(223,052)		(195,984)
Net loans	12,018,409		9,160,257
Premises and equipment	115,857		105,883
Federal Home Loan Bank stock	41,878		26,422
Interest receivable	85,515		56,081
Goodwill and other intangibles	745,647		569,494
Cash surrender value of life insurance	309,090		291,881
Other real estate owned	7,777		6,271
Tax asset, deferred and receivable	103,070		73,422
Other assets	206,355		138,807
TOTAL ASSETS	$	18,178,908	$	15,465,258
LIABILITIES
Deposits:
Noninterest-bearing	$	2,964,355	$	2,745,235
Interest-bearing	11,738,932		10,160,718
Total Deposits	14,703,287		12,905,953
Borrowings:
Federal funds purchased	20		—
Securities sold under repurchase agreements	179,067		169,697
Federal Home Loan Bank advances	823,577		308,960
Subordinated debentures and other borrowings	151,312		118,677
Total Borrowings	1,153,976		597,334
Interest payable	11,979		3,589
Other liabilities	187,218		150,749
Total Liabilities	16,056,460		13,657,625
STOCKHOLDERS' EQUITY
Preferred Stock, $1,000 par value, $1,000 liquidation value:
Authorized -- 600 cumulative shares
Issued and outstanding - 125 cumulative shares	125		125
Preferred Stock, Series A, no par value, $2,500 liquidation preference:
Authorized -- 10,000 non-cumulative perpetual shares
Issued and outstanding - 10,000 non-cumulative perpetual shares	25,000		—
Common Stock, $.125 stated value:
Authorized -- 100,000,000 shares
Issued and outstanding - 59,257,051 and 53,424,823 shares	7,407		6,678
Additional paid-in capital	1,231,532		987,404
Retained earnings	1,057,298		897,818
Accumulated other comprehensive loss	(198,914)		(84,392)
Total Stockholders' Equity	2,122,448		1,807,633
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	18,178,908	$	15,465,258


CONSOLIDATED STATEMENTS OF INCOME	Three Months Ended
(Dollars In Thousands, Except Per Share Amounts)	March 31,
	2023		2022
INTEREST INCOME
Loans receivable:
Taxable	$	172,353	$	79,075
Tax-exempt	7,709		5,704
Investment securities:
Taxable	9,087		8,510
Tax-exempt	16,070		15,875

Deposits with financial institutions	637		230
Federal Home Loan Bank stock	542		146
Total Interest Income	206,398		109,540
INTEREST EXPENSE
Deposits	50,685		4,294
Federal funds purchased	1,297		—
Securities sold under repurchase agreements	848		89
Federal Home Loan Bank advances	7,064		1,218
Subordinated debentures and other borrowings	2,385		1,659
Total Interest Expense	62,279		7,260
NET INTEREST INCOME	144,119		102,280
Provision for credit losses - loans	—		—
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES	144,119		102,280
NON-INTEREST INCOME
Service charges on deposit accounts	7,359		6,419
Fiduciary and wealth management fees	7,862		7,332
Card payment fees	5,172		5,723
Net gains and fees on sales of loans	2,399		2,199
Derivative hedge fees	1,148		918
Other customer fees	517		410
Earnings on cash surrender value of life insurance	1,288		1,696
Net realized gains (losses) on sales of available for sale securities	(1,571)		566
Other income	823		634
Total Non-Interest Income	24,997		25,897
NON-INTEREST EXPENSES
Salaries and employee benefits	57,459		42,519
Net occupancy	7,259		6,187
Equipment	6,126		5,080
Marketing	1,309		736
Outside data processing fees	6,113		4,363
Printing and office supplies	383		345
Intangible asset amortization	2,197		1,366
FDIC assessments	1,396		2,192
Other real estate owned and foreclosure expenses	(18)		564
Professional and other outside services	3,698		2,953
Other expenses	7,798		6,020
Total Non-Interest Expenses	93,720		72,325
INCOME BEFORE INCOME TAX	75,396		55,852
Income tax expense	11,317		7,266
NET INCOME	64,079		48,586
Preferred stock dividends	469		—
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	63,610	$	48,586
Per Share Data:
Basic Net Income Available to Common Stockholders	$	1.07	$	0.91
Diluted Net Income Available to Common Stockholders	$	1.07	$	0.91
Cash Dividends Paid to Common Stockholders	$	0.32	$	0.29
Average Diluted Common Shares Outstanding (in thousands)	59,441		53,616


FINANCIAL HIGHLIGHTS
(Dollars in thousands)	Three Months Ended
	March 31,
	2023			2022
NET CHARGE-OFFS (RECOVERIES)	$	225		$	(587)

AVERAGE BALANCES:
Total Assets	$	18,022,195		$	15,464,605
Total Loans	12,135,384			9,255,928
Total Earning Assets	16,824,407			14,262,777
Total Deposits	14,423,409			12,817,690
Total Stockholders' Equity	2,083,125			1,891,223

FINANCIAL RATIOS:
Return on Average Assets	1.42		%	1.26		%
Return on Average Stockholders' Equity	12.21			10.28
Return on Tangible Common Stockholders' Equity	19.82			14.99
Average Earning Assets to Average Assets	93.35			92.23
Allowance for Credit Losses - Loans as % of Total Loans	1.82			2.09
Net Charge-offs as % of Average Loans (Annualized)	0.01			(0.03)
Average Stockholders' Equity to Average Assets	11.56			12.23
Tax Equivalent Yield on Average Earning Assets	5.06			3.23
Interest Expense/Average Earning Assets	1.48			0.20
Net Interest Margin (FTE) on Average Earning Assets	3.58			3.03
Efficiency Ratio	51.72			52.79
Tangible Common Book Value Per Share	$	22.93		$	23.26


NON-PERFORMING ASSETS
(Dollars In Thousands)	March 31,			December 31,			September 30,			June 30,			March 31,
	2023			2022			2022			2022			2022
Non-Accrual Loans	$	46,576		$	42,324		$	43,508		$	45,970		$	42,698
Troubled Debt Restructures (TDR)	—			224			195			233			141
Non-Performing Loans (NPL)	46,576			42,548			43,703			46,203			42,839
Other Real Estate Owned and Repossessions	7,777			6,431			6,454			6,521			6,271
Non-Performing Assets (NPA)	54,353			48,979			50,157			52,724			49,110
90+ Days Delinquent	7,032			1,737			764			592			2,085
NPAs & 90 Day Delinquent	$	61,385		$	50,716		$	50,921		$	53,316		$	51,195

Allowance for Credit Losses - Loans	$	223,052		$	223,277		$	226,702		$	226,275		$	195,984
Quarterly Net Charge-offs (Recoveries)	225			2,674			(427)			263			(587)
NPAs / Actual Assets %	0.30		%	0.27		%	0.28		%	0.30		%	0.32		%
NPAs & 90 Day / Actual Assets %	0.34		%	0.28		%	0.29		%	0.30		%	0.33		%
NPAs / Actual Loans and OREO %	0.44		%	0.41		%	0.43		%	0.46		%	0.52		%
Allowance for Credit Losses - Loans / Actual Loans (%)	1.82		%	1.86		%	1.94		%	1.98		%	2.09		%
Net Charge-offs (Recoveries) as % of Average Loans (Annualized)	0.01		%	0.12		%	(0.01)		%	0.01		%	(0.03)		%


CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)	March 31,		December 31,		September 30,		June 30,		March 31,
	2023		2022		2022		2022		2022
ASSETS
Cash and due from banks	$	125,818	$	122,594	$	119,532	$	212,559	$	148,277
Interest-bearing deposits	352,695		126,061		179,593		136,702		395,262
Investment securities, net of allowance for credit losses	4,057,389		4,263,788		4,294,768		4,630,030		4,489,263
Loans held for sale	9,408		9,094		25,394		9,060		3,938
Loans	12,241,461		12,003,894		11,650,002		11,397,417		9,356,241
Less: Allowance for credit losses - loans	(223,052)		(223,277)		(226,702)		(226,275)		(195,984)
Net loans	12,018,409		11,780,617		11,423,300		11,171,142		9,160,257
Premises and equipment	115,857		117,118		116,306		117,757		105,883
Federal Home Loan Bank stock	41,878		38,525		38,056		38,111		26,422
Interest receivable	85,515		85,070		71,605		68,728		56,081
Goodwill and other intangibles	745,647		747,844		750,713		753,649		569,494
Cash surrender value of life insurance	309,090		308,311		306,932		323,013		291,881
Other real estate owned	7,777		6,431		6,454		6,521		6,271
Tax asset, deferred and receivable	103,070		111,222		142,110		114,965		73,422
Other assets	206,355		221,631		244,222		198,255		138,807
TOTAL ASSETS	$	18,178,908	$	17,938,306	$	17,718,985	$	17,780,492	$	15,465,258
LIABILITIES
Deposits:
Noninterest-bearing	$	2,964,355	$	3,173,417	$	3,356,651	$	3,435,331	$	2,745,235
Interest-bearing	11,738,932		11,209,328		11,078,174		11,135,538		10,160,718
Total Deposits	14,703,287		14,382,745		14,434,825		14,570,869		12,905,953
Borrowings:
Federal funds purchased	20		171,560		185,000		100,000		—
Securities sold under repurchase agreements	179,067		167,413		194,482		186,468		169,697
Federal Home Loan Bank advances	823,577		823,674		643,769		598,865		308,960
Subordinated debentures and other borrowings	151,312		151,298		151,301		151,299		118,677
Total Borrowings	1,153,976		1,313,945		1,174,552		1,036,632		597,334
Interest payable	11,979		7,530		4,971		2,978		3,589
Other liabilities	187,218		199,316		197,971		192,372		150,749
Total Liabilities	16,056,460		15,903,536		15,812,319		15,802,851		13,657,625
STOCKHOLDERS' EQUITY
Preferred Stock, $1,000 par value, $1,000 liquidation value:
Authorized -- 600 cumulative shares
Issued and outstanding - 125 cumulative shares	125		125		125		125		125
Preferred Stock, Series A, no par value, $2,500 liquidation preference:
Authorized -- 10,000 non-cumulative perpetual shares
Issued and outstanding - 10,000 non-cumulative perpetual shares	25,000		25,000		25,000		25,000		—
Common Stock, $.125 stated value:
Authorized -- 100,000,000 shares
Issued and outstanding	7,407		7,396		7,393		7,383		6,678
Additional paid-in capital	1,231,532		1,228,626		1,226,695		1,226,378		987,404
Retained earnings	1,057,298		1,012,774		961,542		917,311		897,818
Accumulated other comprehensive loss	(198,914)		(239,151)		(314,089)		(198,556)		(84,392)
Total Stockholders' Equity	2,122,448		2,034,770		1,906,666		1,977,641		1,807,633
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	18,178,908	$	17,938,306	$	17,718,985	$	17,780,492	$	15,465,258


CONSOLIDATED STATEMENTS OF INCOME
(Dollars In Thousands, Except Per Share Amounts)	March			December 31,			September 30,			June 30,			March 31,
	2023			2022			2022			2022			2022
INTEREST INCOME
Loans receivable:
Taxable	$	172,353		$	156,102		$	128,504		$	106,787		$	79,075
Tax-exempt	7,709			6,930			6,500			5,990			5,704
Investment securities:
Taxable	9,087			9,417			10,055			10,372			8,510
Tax-exempt	16,070			17,033			17,261			17,212			15,875

Deposits with financial institutions	637			959			704			610			230
Federal Home Loan Bank stock	542			541			314			175			146
Total Interest Income	206,398			190,982			163,338			141,146			109,540
INTEREST EXPENSE
Deposits	50,685			33,516			16,644			8,485			4,294
Federal funds purchased	1,297			808			418			76			—
Securities sold under repurchase agreements	848			541			372			134			89
Federal Home Loan Bank advances	7,064			4,932			3,493			1,774			1,218
Subordinated debentures and other borrowings	2,385			2,229			2,105			2,016			1,659
Total Interest Expense	62,279			42,026			23,032			12,485			7,260
NET INTEREST INCOME	144,119			148,956			140,306			128,661			102,280
Provision for credit losses - loans	—			—			—			16,755			—
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES	144,119			148,956			140,306			111,906			102,280
NON-INTEREST INCOME
Service charges on deposit accounts	7,359			7,097			7,165			7,690			6,419
Fiduciary and wealth management fees	7,862			7,501			7,221			7,634			7,332
Card payment fees	5,172			4,533			4,776			5,175			5,723
Net gains and fees on sales of loans	2,399			2,087			2,543			3,226			2,199
Derivative hedge fees	1,148			326			700			1,444			918
Other customer fees	517			362			501			662			410
Earnings on cash surrender value of life insurance	1,288			1,515			6,655			1,308			1,696
Net realized gains (losses) on sales of available for sale securities	(1,571)			57			481			90			566
Other income (loss)	823			672			(425)			1,048			634
Total Non-Interest Income	24,997			24,150			29,617			28,277			25,897
NON-INTEREST EXPENSES
Salaries and employee benefits	57,459			52,331			56,002			56,041			42,519
Net occupancy	7,259			6,638			6,738			6,648			6,187
Equipment	6,126			6,148			5,997			6,720			5,080
Marketing	1,309			3,157			2,401			1,414			736
Outside data processing fees	6,113			5,611			6,827			4,881			4,363
Printing and office supplies	383			390			472			381			345
Intangible asset amortization	2,197			2,303			2,303			2,303			1,366
FDIC assessments	1,396			2,295			2,824			2,924			2,192
Other real estate owned and foreclosure expenses	(18)			197			328			(266)			564
Professional and other outside services	3,698			3,961			4,461			10,267			2,953
Other expenses	7,798			6,668			8,025			6,000			6,020
Total Non-Interest Expenses	93,720			89,699			96,378			97,313			72,325
INCOME BEFORE INCOME TAX	75,396			83,407			73,545			42,870			55,852
Income tax expense	11,317			12,647			9,793			3,879			7,266
NET INCOME	64,079			70,760			63,752			38,991			48,586
Preferred stock dividends	469			468			469			469			—
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	63,610		$	70,292		$	63,283		$	38,522		$	48,586
Per Share Data:
Basic Net Income Available to Common Stockholders	$	1.07		$	1.20		$	1.08		$	0.64		$	0.91
Diluted Net Income Available to Common Stockholders	$	1.07		$	1.19		$	1.08		$	0.63		$	0.91
Cash Dividends Paid to Common Stockholders	$	0.32		$	0.32		$	0.32		$	0.32		$	0.29
Average Diluted Common Shares Outstanding (in thousands)	59,441			59,384			59,339			59,308			53,616
FINANCIAL RATIOS:
Return on Average Assets	1.42		%	1.59		%	1.43		%	0.88		%	1.26		%
Return on Average Stockholders' Equity	12.21			14.36			12.54			7.62			10.28
Return on Tangible Common Stockholders' Equity	19.82			24.21			20.85			12.91			14.99
Average Earning Assets to Average Assets	93.35			93.66			92.90			92.45			92.23
Allowance for Credit Losses - Loans as % of Total Loans	1.82			1.86			1.94			1.98			2.09
Net Charge-offs (Recoveries) as % of Average Loans (Annualized)	0.01			0.12			(0.01)			0.01			(0.03)
Average Stockholders' Equity to Average Assets	11.56			10.98			11.36			11.37			12.23
Tax Equivalent Yield on Average Earning Assets	5.06			4.73			4.11			3.58			3.23
Interest Expense/Average Earning Assets	1.48			1.01			0.56			0.30			0.20
Net Interest Margin (FTE) on Average Earning Assets	3.58			3.72			3.55			3.28			3.03
Efficiency Ratio	51.72			48.60			53.34			58.45			52.79
Tangible Common Book Value Per Share	$	22.93		$	21.45		$	19.26		$	20.45		$	23.26


LOANS
(Dollars In Thousands)	March 31,		December 31,		September 30,		June 30,		March 31,
	2023		2022		2022		2022		2022
Commercial and industrial loans	$	3,502,204	$	3,437,126	$	3,330,529	$	3,297,477	$	2,826,660
Agricultural land, production and other loans to farmers	219,598		241,793		221,954		214,904		209,077
Real estate loans:
Construction	960,979		835,582		828,923		745,983		552,975
Commercial real estate, non-owner occupied	2,375,410		2,407,475		2,299,272		2,423,185		2,073,197
Commercial real estate, owner occupied	1,244,117		1,246,528		1,268,567		1,264,563		974,521
Residential	2,185,943		2,096,655		1,990,668		1,813,297		1,226,695
Home equity	621,354		630,632		621,619		586,108		512,641
Individuals' loans for household and other personal expenditures	172,389		175,211		173,225		157,264		147,593
Public finance and other commercial loans	959,467		932,892		915,245		894,636		832,882
Loans	12,241,461		12,003,894		11,650,002		11,397,417		9,356,241
Allowance for credit losses - loans	(223,052)		(223,277)		(226,702)		(226,275)		(195,984)
NET LOANS	$	12,018,409	$	11,780,617	$	11,423,300	$	11,171,142	$	9,160,257


DEPOSITS
(Dollars In Thousands)	March 31,		December 31,		September 30,		June 30,		March 31,
	2023		2022		2022		2022		2022
Demand deposits	$	8,422,387	$	8,448,797	$	8,534,950	$	8,785,889	$	7,806,033
Savings deposits	4,499,487		4,657,140		5,054,490		4,875,880		4,444,417
Certificates and other time deposits of $100,000 or more	1,040,379		742,539		443,588		436,942		252,033
Other certificates and time deposits	574,886		468,712		381,365		446,973		380,293
Brokered certificates of deposits	166,148		65,557		20,432		25,185		23,177
TOTAL DEPOSITS	$	14,703,287	$	14,382,745	$	14,434,825	$	14,570,869	$	12,905,953


CONSOLIDATED AVERAGE BALANCE SHEET AND NET INTEREST MARGIN ANALYSIS
(Dollars in Thousands)
	For the Three Months Ended
	March 31, 2023						March 31, 2022
	Average Balance		Interest Income / Expense		Average Rate		Average Balance		Interest Income / Expense		Average Rate
ASSETS

Interest-bearing deposits	$	172,814	$	637	1.47	%	$	484,626	$	230	0.19	%
Federal Home Loan Bank stock	39,759		542		5.45		27,914		146		2.09
Investment securities: (1)
Taxable	1,924,079		9,087		1.89		1,957,675		8,510		1.74
Tax-exempt (2)	2,552,371		20,342		3.19		2,536,634		20,095		3.17
Total Investment Securities	4,476,450		29,429		2.63		4,494,309		28,605		2.55
Loans held for sale	23,538		360		6.12		4,352		40		3.68
Loans: (3)
Commercial	8,483,879		139,661		6.58		6,868,438		64,679		3.77
Real estate mortgage	1,914,640		18,391		3.84		924,268		7,840		3.39
Installment	840,450		13,941		6.64		711,038		6,516		3.67
Tax-exempt (2)	872,877		9,758		4.47		747,832		7,220		3.86
Total Loans	12,135,384		182,111		6.00		9,255,928		86,295		3.73
Total Earning Assets	16,824,407		212,719		5.06	%	14,262,777		115,276		3.23	%
Total Non-Earning Assets	1,197,788						1,201,828
TOTAL ASSETS	$	18,022,195					$	15,464,605
LIABILITIES
Interest-bearing deposits:
Interest-bearing deposits	$	5,263,601	$	24,662	1.87	%	$	5,027,466	$	2,408	0.19	%
Money market deposits	2,746,047		13,577		1.98		2,514,429		872		0.14
Savings deposits	1,826,209		2,965		0.65		1,867,411		441		0.09
Certificates and other time deposits	1,466,275		9,481		2.59		676,661		573		0.34
Total Interest-Bearing Deposits	11,302,132		50,685		1.79		10,085,967		4,294		0.17
Borrowings:	1,293,309		11,594		3.59		616,572		2,966		1.92
Total Interest-Bearing Liabilities	12,595,441		62,279		1.98		10,702,539		7,260		0.27
Noninterest-bearing deposits	3,121,277						2,731,723
Other liabilities	222,352						139,120
Total Liabilities	15,939,070						13,573,382
STOCKHOLDERS' EQUITY	2,083,125						1,891,223
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	18,022,195	62,279				$	15,464,605	7,260
Net Interest Income (FTE)			$	150,440					$	108,016
Net Interest Spread (FTE) (4)					3.08	%					2.96	%

Net Interest Margin (FTE):
Interest Income (FTE) / Average Earning Assets					5.06	%					3.23	%
Interest Expense / Average Earning Assets					1.48	%					0.20	%
Net Interest Margin (FTE) (5)					3.58	%					3.03	%

(1) Average balance of securities is computed based on the average of the historical amortized cost balances without the effects of the fair value adjustments. Annualized amounts are computed using a 30/360 day basis.
(2) Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 21 percent for 2023 and 2022. These totals equal $6,321 and $5,736 for the three months ended March 31, 2023 and 2022, respectively.
(3) Non accruing loans have been included in the average balances.
(4) Net Interest Spread (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average interest-bearing liabilities.
(5) Net Interest Margin (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average earning assets.


ADJUSTED EPS EXCLUDING PAYCHECK PROTECTION PROGRAM ("PPP") AND ACQUISITION-RELATED EXPENSES - NON-GAAP
(Dollars In Thousands, Except Per Share Amounts)	Three Months Ended
	March 31,		December 31,		September 30,		June 30,		March 31,
	2023		2022		2022		2022		2022
Net Income Available to Common Stockholders - GAAP	$	63,610	$	70,292	$	63,283	$	38,522	$	48,586
Adjustments:
PPP loan income	(25)		(109)		(323)		(891)		(1,884)
Acquisition-related expenses	—		413		3,417		12,549		152
Acquisition-related provision expense	—		—		—		16,755		—
Tax on adjustment	6		(75)		(759)		(6,967)		425
Adjusted Net Income Available to Common Stockholders - Non-GAAP	$	63,591	$	70,521	$	65,618	$	59,968	$	47,279

Average Diluted Common Shares Outstanding (in thousands)	59,441		59,384		59,339		59,308		53,616

Diluted Earnings Per Common Share - GAAP	$	1.07	$	1.19	$	1.08	$	0.63	$	0.91
Adjustments:
PPP loan income	—		(0.01)		—		(0.01)		(0.04)
Acquisition-related expenses	—		0.01		0.05		0.22		—
Acquisition-related provision expense	—		—		—		0.30		—
Tax on adjustment	—		—		(0.01)		(0.13)		0.01
Adjusted Diluted Earnings Per Common Share - Non-GAAP	$	1.07	$	1.19	$	1.12	$	1.01	$	0.88


RETURN ON TANGIBLE COMMON EQUITY
(Dollars In Thousands)	Three Months Ended
	March 31,			December 31,			September 30,			June 30,			March 31,
	2023			2022			2022			2022			2022
Total Average Stockholders' Equity (GAAP)	$	2,083,125		$	1,958,041		$	2,018,156		$	2,021,123		$	1,891,223
Less: Average Preferred Stock	(25,125)			(25,125)			(25,125)			(25,125)			(125)
Less: Average Intangible Assets, Net of Tax	(739,190)			(741,632)			(744,069)			(745,614)			(565,476)
Average Tangible Common Equity, Net of Tax (Non-GAAP)	$	1,318,810		$	1,191,284		$	1,248,962		$	1,250,384		$	1,325,622

Net Income Available to Common Stockholders (GAAP)	$	63,610		$	70,292		$	63,283		$	38,521		$	48,586
Plus: Intangible Asset Amortization, Net of Tax	1,734			1,819			1,819			1,820			1,079
Tangible Net Income (Non-GAAP)	$	65,344		$	72,111		$	65,102		$	40,341		$	49,665

Return on Tangible Common Equity (Non-GAAP)	19.82		%	24.21		%	20.85		%	12.91		%	14.99		%