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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): October 18, 2023

Banner Corporation
(Exact name of registrant as specified in its charter)

Washington
    000-26584
  91-1691604
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
10 S. First Avenue, Walla Walla, Washington 99362
(Address of principal executive offices) (Zip Code)

Registrant's telephone number (including area code) (509) 527-3636

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.

[ ]    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))

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 Stock, par value $.01 per share BANR The NASDAQ Stock Market LLC

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 October 18, 2023, Banner Corporation issued its earnings release for the quarter ended September 30, 2023. A copy of the earnings release is furnished herewith as Exhibit 99.1, which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.*

Banner Corporation updated its investor materials. A copy of the updated investor materials is furnished herewith as Exhibit 99.2.

Item 8.01 Other Events.

On October 18, 2023, Banner Corporation announced its Board of Directors declared a regular quarterly cash dividend on Banner Corporation common stock of $0.48 per share, payable on November 13, 2023 to stockholders of record as of the close of business on November 3, 2023.

Item 9.01 Financial Statements and Exhibits.*

(d)    Exhibits

99.1    Press Release of Banner Corporation dated October 18, 2023.
99.2    Banner Corporation Investor Materials
104     Cover Page Interactive Data File (embedded within the Inline XBRL document)


*    The information furnished under Item 2.02, Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of Banner Corporation under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.





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.




BANNER CORPORATION
Date: October 18, 2023
By: /s/ Robert G Butterfield
Robert G Butterfield
Executive Vice President, Treasurer and
Chief Financial Officer



EX-99.1 2 banr-09302023xex991earning.htm EX-99.1 Document

Exhibit 99.1

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imagea.jpg
CONTACT: MARK J. GRESCOVICH,
PRESIDENT & CEO
ROBERT G. BUTTERFIELD, CFO
(509) 527-3636
NEWS RELEASE

Banner Corporation Reports Net Income of $45.9 Million, or $1.33 Per Diluted Share, for Third Quarter 2023;
Declares Quarterly Cash Dividend of $0.48 Per Share

Walla Walla, WA - October 18, 2023 - Banner Corporation (NASDAQ GSM: BANR) (“Banner”), the parent company of Banner Bank, today reported net income of $45.9 million, or $1.33 per diluted share, for the third quarter of 2023, a 16% increase compared to $39.6 million, or $1.15 per diluted share, for the preceding quarter and a 7% decrease compared to $49.1 million, or $1.43 per diluted share, for the third quarter of 2022. Net interest income was $141.8 million in the third quarter of 2023, compared to $142.5 million in the preceding quarter and $146.4 million in the third quarter a year ago. The decrease in net interest income compared to the preceding and prior year quarters reflects an increase in funding costs, partially offset by an increase in yields on earning assets. Banner’s third quarter 2023 results include a $2.0 million provision for credit losses, compared to a $6.8 million provision for credit losses in the preceding quarter and a $6.1 million provision for credit losses in the third quarter of 2022. Net income was $141.0 million, or $4.09 per diluted share, for both the nine months ended September 30, 2023 and 2022. Banner’s results for the first nine months of 2023 include an $8.3 million provision for credit losses, compared to a $3.7 million provision for credit losses the same period in 2022.
Banner announced that its Board of Directors declared a regular quarterly cash dividend of $0.48 per share. The dividend will be payable November 13, 2023, to common shareholders of record on November 3, 2023.
“Our super community bank business model, which emphasizes a moderate risk profile and strong relationship banking, continues to serve us well and we are well positioned to manage the uncertainties of these economic times,” said Mark Grescovich, President and CEO. “Our performance for the third quarter of 2023 benefited from loan growth and higher yields on interest-earning assets. However, the higher interest rate environment and its effect on funding costs resulted in moderate compression in our net interest margin during the quarter. Due to solid loan growth, we continue to build reserves while maintaining very strong credit quality metrics. Our continued focus on growing client relationships is serving us well, with core deposits representing 89% of total deposits at quarter end. Banner’s overarching goals continue to be to do the right thing for our clients, communities, colleagues, company and shareholders; and to provide a consistent and reliable source of commerce and capital through all economic cycles and change events,” concluded Grescovich.
At September 30, 2023, Banner, on a consolidated basis, had $15.51 billion in assets, $10.46 billion in net loans and $13.17 billion in deposits. Banner operates 135 full service branch offices, including branches located in eight of the top 20 largest western Metropolitan Statistical Areas by population.


BANR - Third Quarter 2023 Results
October 18, 2023
Page 2
Third Quarter 2023 Highlights
•Revenues increased 2% to $154.4 million, compared to $150.9 million in the preceding quarter, and decreased 5% compared to $162.0 million in the third quarter a year ago.
•Adjusted revenue* (the total of net interest income and total non-interest income adjusted for the net gain or loss on the sale of securities and the net change in valuation of financial instruments) was $157.7 million in the third quarter of 2023, compared to $158.6 million in the preceding quarter and $161.5 million in the third quarter a year ago.
•Net interest income decreased 1% to $141.8 million in the third quarter of 2023, compared to $142.5 million in the preceding quarter and decreased 3% compared to $146.4 million in the third quarter a year ago.
•Net interest margin, on a tax equivalent basis, was 3.93%, compared to 4.00% in the preceding quarter and 3.85% in the third quarter a year ago.
•Mortgage banking operations revenue increased to $2.0 million, compared to $1.7 million in the preceding quarter, and compared to $105,000 in the third quarter a year ago.
•Return on average assets was 1.17%, compared to 1.02% in the preceding quarter and 1.18% in the third quarter a year ago.
•Net loans receivable increased 1% to $10.46 billion at September 30, 2023, compared to $10.33 billion at June 30, 2023, and increased 8% compared to $9.69 billion at September 30, 2022.
•Non-performing assets decreased to $26.8 million, or 0.17% of total assets, at September 30, 2023, compared to $28.7 million, or 0.18% of total assets at June 30, 2023, and increased compared to $15.6 million, or 0.10% of total assets, at September 30, 2022.
•The allowance for credit losses - loans was $147.0 million, or 1.38% of total loans receivable, as of September 30, 2023, compared to $144.7 million, or 1.38% of total loans receivable as of June 30, 2023 and $135.9 million, or 1.38% of total loans receivable as of September 30, 2022.
•Total deposits increased to $13.17 billion at September 30, 2023, compared to $13.10 billion at June 30, 2023, and decreased compared to $14.23 billion at September 30, 2022.
•Core deposits (non-interest-bearing and interest-bearing transaction and savings accounts) decreased to $11.72 billion at September 30, 2023, compared to $11.74 billion at June 30, 2023 and $13.51 billion at September 30, 2022. Core deposits represented 89% of total deposits at September 30, 2023.
•Banner Bank’s estimated uninsured deposits were approximately 31% of total deposits at both September 30, 2023 and June 30, 2023.
•Banner Bank’s estimated uninsured deposits, excluding collateralized public deposits and affiliate deposits, were approximately 28% of total deposits at both September 30, 2023 and June 30, 2023.
•Available borrowing capacity was $4.62 billion at September 30, 2023, compared to $4.02 billion at June 30, 2023.
•On-balance sheet liquidity was $2.86 billion at September 30, 2023, compared to $3.07 billion at June 30, 2023.
•Dividends paid to shareholders were $0.48 per share in the quarter ended September 30, 2023.
•Common shareholders’ equity per share decreased 1% to $44.27 at September 30, 2023, compared to $44.91 at the preceding quarter end, and increased 7% from $41.20 at September 30, 2022.
•Tangible common shareholders’ equity per share* decreased 2% to $33.22 at September 30, 2023, compared to $33.83 at the preceding quarter end, and increased 11% from $29.97 at September 30, 2022.

*Non-GAAP (Generally Accepted Accounting Principles) measure; See, “Additional Financial Information - Non-GAAP Financial Measures” on the final two pages of this press release for a discussion and reconciliation of non-GAAP financial measures.

Income Statement Review
Net interest income was $141.8 million in the third quarter of 2023, compared to $142.5 million in the preceding quarter and $146.4 million in the third quarter a year ago. Net interest margin on a tax equivalent basis was 3.93% for the third quarter of 2023, a seven basis-point decrease compared to 4.00% in the preceding quarter and an eight basis-point increase compared to 3.85% in the third quarter a year ago. Net interest margin for the current quarter was impacted by an increase in funding costs due to an increase in the mix of higher cost retail CDs and the lag effect of prior market rate increases on current period deposit costs, partially offset by a decrease in FHLB advances and increased yields on loans due to the rising interest rates during the quarter.
Average yields on interest-earning assets increased 14 basis points to 4.94% for the third quarter of 2023, compared to 4.80% for the preceding quarter and increased 97 basis points compared to 3.97% in the third quarter a year ago. Since March 2022, in response to inflation, the Federal Open Market Committee of the Federal Reserve System has increased the target range for the federal funds rate by 525 basis points, including 25 basis points during the third quarter of 2023, to a range of 5.25% to 5.50%. The increase in average yields on interest-earning assets during the current quarter reflects the benefit of variable rate interest-earning assets repricing higher, as well as new loans being originated at higher interest rates. Average loan yields increased 14 basis points to 5.65% compared to 5.51% in the preceding quarter and increased 83 basis points compared to 4.82% in the third quarter a year ago. The increase in average loan yields during the current quarter compared to the preceding and prior year quarters was primarily the result of rising interest rates and the lag effect of some adjustable-rate loans repricing for the first time since the start of the rising rate environment. Total deposit costs were 0.94% in the third quarter of 2023, which was a 30 basis-point increase compared to the preceding quarter and an 87 basis-point increase compared to the third quarter a year ago. The increase in the costs of deposits was due to an increase in the mix of higher cost retail CDs as well as a larger percentage of core deposits being in interest bearing accounts. The average rate paid on FHLB advances was 5.50% in the third quarter of 2023, which was a 21 basis-point increase compared to 5.29% in the preceding quarter. There were no FHLB advances during the third quarter a year ago. The average rate paid on other borrowings in the third quarter of 2023 was 2.24%, which was a 60 basis-point increase compared to 1.64% in the preceding quarter and a 211 basis-point increase compared to 0.13% in the third quarter a year ago. The total cost of funding liabilities was 1.08% during the third quarter of 2023, a 22 basis-point increase compared to 0.86% in the preceding quarter and a 95 basis-point increase compared to 0.13% in the third quarter a year ago.


BANR - Third Quarter 2023 Results
October 18, 2023
Page 3
A $2.0 million provision for credit losses was recorded in the current quarter (comprised of a $2.9 million provision for credit losses - loans, a $346,000 provision for credit losses - unfunded loan commitments, a $1.3 million recapture of provision for credit losses - available for sale securities and a $12,000 recapture of provision for credit losses - held-to-maturity debt securities). This compares to a $6.8 million provision for credit losses in the prior quarter (comprised of a $3.6 million provision for credit losses - loans, a $1.2 million provision for credit losses - unfunded loan commitments, a $2.0 million provision for credit losses - available for sale securities and a $16,000 recapture of provision for credit losses - held-to-maturity debt securities) and a $6.1 million provision for credit losses in the third quarter a year ago (comprised of a $6.3 million provision for credit losses - loans, a $205,000 recapture of provision for credit losses - unfunded loan commitments and a $55,000 recapture of provision for credit losses - held-to-maturity debt securities). The provision for credit losses for the current quarter primarily reflects increased loan balances and unfunded loan commitments, partially offset by an increase in the trading price on bank subordinated debt investments. The provision for credit losses for the preceding quarter primarily reflected increased loan balances and unfunded loan commitments, a deterioration in forecasted economic conditions and rating downgrades on bank subordinated debt investments.
Total non-interest income was $12.7 million in the third quarter of 2023, compared to $8.4 million in the preceding quarter and $15.6 million in the third quarter a year ago. The increase in non-interest income during the current quarter compared to the preceding quarter was primarily due to a $1.9 million reduction in the net loss recognized on the sale of securities as well as a $2.5 million reduction in the net loss for fair value adjustments on financial instruments carried at fair value during the current quarter. The decrease in non-interest income during the current quarter compared to the prior year quarter was primarily due to a $2.7 million net loss recognized on the sale of securities during the current quarter and a $654,000 net loss for fair value adjustments on financial instruments carried at fair value in the current quarter, partially offset by a $1.9 million increase in mortgage banking operations revenues. Total non-interest income was $30.4 million for the nine months ended September 30, 2023, compared to $62.2 million for the same period a year earlier.
Mortgage banking operations revenue, including gains on one- to four-family and multifamily loan sales and loan servicing fees, was $2.0 million in the third quarter of 2023, compared to $1.7 million in the preceding quarter and $105,000 in the third quarter a year ago. The increase from the preceding quarter and from the third quarter of 2022 primarily reflects a reduction in the lower of cost or market adjustment on multifamily held for sale loans recognized during the current period compared to the prior periods. In addition, the volume of one- to four-family loans sold during the current quarter increased compared to the prior year quarter; however, volumes remain low primarily due to reduced refinancing activity, as well as decreased purchase activity as interest rates increased. The increase in volume of one- to four-family loans sold during the current quarter compared to the prior year quarter was partially offset by a decrease in the gain on sale margin of one- to four-family loans sold. Home purchase activity accounted for 90% of one- to four-family mortgage loan originations in the third quarter of 2023, compared to 93% in the preceding quarter and 88% in the third quarter of 2022. For the third and second quarters of 2023, respectively, mortgage banking operations revenue included a $456,000 and $757,000 lower of cost or market downward adjustment on multifamily held for sale loans due to increases in market interest rates during those quarters. There were no multifamily loans sold during the third and second quarters of 2023. During the third quarter of 2022, a $2.2 million lower of cost or market downward adjustment was recorded due to increases in market rates. There were $10.5 million of multifamily loans sold at a gain of $58,000 during the third quarter of 2022.
Third quarter 2023 non-interest income also included a $654,000 net loss for fair value adjustments as a result of changes in the valuation of financial instruments carried at fair value, principally comprised of certain investment securities held for trading and limited partnership investments, and a $2.7 million net loss on the sale of securities. In the preceding quarter, results included a $3.2 million net loss for fair value adjustments and a $4.5 million net loss on the sale of securities. In the third quarter a year ago, the results included a $532,000 net gain for fair value adjustments and a $6,000 net gain on the sale of securities.
Total revenue increased 2% to $154.4 million for the third quarter of 2023, compared to $150.9 million in the preceding quarter, and decreased 5% compared to $162.0 million in the third quarter of 2022. Adjusted revenue* (the total of net interest income and total non-interest income adjusted for the net gain or loss on the sale of securities and the net change in valuation of financial instruments) was $157.7 million in the third quarter of 2023, compared to $158.6 million in the preceding quarter and $161.5 million in the third quarter a year ago. Total revenue was $468.0 million for the nine months ended September 30, 2023, compared to $456.3 million for the same period a year earlier. In the first nine months of the year, adjusted revenue* was $486.7 million, compared to $447.4 million in the first nine months of 2022.
Total non-interest expense was $95.9 million in the third quarter of 2023, compared to $95.4 million in the preceding quarter and $95.0 million in the third quarter of 2022. The increase in non-interest expense for the current quarter compared to the prior quarter primarily reflects a $503,000 increase in payment and card processing services expense, a $642,000 increase in professional and legal expenses and a $504,000 increase in miscellaneous expense, partially offset by an $881,000 decrease in salary and employee benefits expense. The increase in non-interest expense for the current quarter compared to the same quarter a year ago primarily reflects a decrease in capitalized loan origination costs and an increase in deposit insurance expense, partially offset by decreases in salary and employee benefits expense and miscellaneous expense. The current quarter included $996,000 of Banner forward expenses related to the consolidation of two branch locations, as well as expenses related to the discontinuation of the Multifamily Originated for Sale business line due to the continued lack of an active secondary market for originated loans. Year-to-date, total non-interest expense was $285.9 million, compared to $278.3 million in the same period a year earlier. Banner’s efficiency ratio was 62.10% for the third quarter, compared to 63.21% in the preceding quarter and 58.65% in the same quarter a year ago. Banner’s adjusted efficiency ratio* was 59.00% for the third quarter, compared to 58.58% in the preceding quarter and 57.04% in the year ago quarter.
Federal and state income tax expense totaled $10.7 million for the third quarter of 2023 resulting in an effective tax rate of 18.9%, reflecting the benefits from tax exempt income. Banner’s statutory income tax rate for the quarter ended September 30, 2023, was 23.5%, representing a blend of the statutory federal income tax rate of 21.0% and apportioned effects of the state income tax rates.
*Non-GAAP financial measures. See, “Additional Financial Information - Non-GAAP Financial Measures” on the final two pages of this press release for a discussion and reconciliation of non-GAAP financial measures.


BANR - Third Quarter 2023 Results
October 18, 2023
Page 4
Balance Sheet Review
Total assets decreased to $15.51 billion at September 30, 2023, compared to $15.58 billion at June 30, 2023, and decreased 5% from $16.36 billion at September 30, 2022. The total of securities and interest-bearing deposits held at other banks totaled $3.44 billion at September 30, 2023, compared to $3.64 billion at June 30, 2023 and $5.01 billion at September 30, 2022. The decrease compared to the prior quarter was primarily due to the sale of securities and a decrease in the fair value of securities - available for sale. The decrease compared to the prior year quarter was primarily due to reverse repurchase agreements maturing during the first six months of 2023, the sale of securities and a reduction in interest bearing cash balances. The average effective duration of the securities portfolio was approximately 6.8 years at September 30, 2023, compared to 6.4 years at September 30, 2022.
Total loans receivable increased to $10.61 billion at September 30, 2023, compared to $10.47 billion at June 30, 2023, and $9.83 billion at September 30, 2022. One- to four-family residential loans increased 7% to $1.44 billion at September 30, 2023, compared to $1.34 billion at June 30, 2023, and increased 40% compared to $1.03 billion at September 30, 2022. The increase in one- to four-family residential loans was primarily the result of one- to four-family construction loans converting to one- to four-family portfolio loans upon the completion of the construction phase and new production. Multifamily real estate loans increased 10% to $766.6 million at September 30, 2023, compared to $699.8 million at June 30, 2023, and increased 29% compared to $592.8 million at September 30, 2022. The increase in multifamily loans compared to the prior quarter was primarily the result of multifamily affordable housing construction loans converting to multifamily portfolio loans upon the completion of the construction phase. The increase in multifamily loans compared to a year ago also reflects the transfer of $54.0 million of multifamily held for sale loans to the held for investment loan portfolio during the fourth quarter of 2022. Commercial business loans decreased to $2.26 billion at September 30, 2023, compared to $2.30 billion at June 30, 2023, primarily due to paydowns and payoffs exceeding new loan production, and increased 5% compared to $2.15 billion a year ago, primarily due to new loan production. Agricultural business loans increased 8% to $334.6 million at September 30, 2023, compared to $310.1 million at June 30, 2023, and increased 12% compared to $299.4 million at September 30, 2022, primarily due to new loan production and advances on agricultural lines of credit.
Loans held for sale were $54.2 million at September 30, 2023, compared to $60.6 million at June 30, 2023, and $84.4 million at September 30, 2022. One- to four- family residential mortgage loans sold totaled $87.3 million in the current quarter, compared to $62.6 million in the preceding quarter and $49.7 million in the third quarter a year ago. There were no multifamily loans sold during the third quarter of 2023 or the preceding quarter and $10.5 million sold in the third quarter a year ago.
Total deposits increased to $13.17 billion at September 30, 2023, compared to $13.10 billion at June 30, 2023, primarily due to increases in interest-bearing deposit accounts and normal seasonal increases following outflows for tax payments during the second quarter of 2023, and decreased compared to $14.23 billion a year ago. The decline in deposits from the third quarter a year ago was primarily due to interest rate sensitive clients shifting a portion of their non-operating deposit balances to higher yielding investments. Non-interest-bearing account balances decreased 3% to $5.20 billion at September 30, 2023, compared to $5.37 billion at June 30, 2023, and 20% compared to $6.51 billion at September 30, 2022. Core deposits were 89% of total deposits at September 30, 2023, 90% of total deposits at June 30, 2023 and 95% of total deposits at September 30, 2022. Certificates of deposit increased 7% to $1.46 billion at September 30, 2023, compared to $1.36 billion at June 30, 2023, and increased 102% compared to $721.9 million a year earlier. The increase in certificates of deposit during the current quarter compared to the preceding quarter and third quarter a year ago was principally due to clients seeking higher yields moving funds from core deposit accounts to higher yielding certificates of deposit. The increase in certificates of deposit from the third quarter a year ago was also due to a $162.9 million increase in brokered deposits.
Banner Bank’s estimated uninsured deposits were $4.07 billion or 31% of total deposits at September 30, 2023, compared to $4.06 billion or 31% of total deposits at June 30, 2023. The uninsured deposit calculation includes $300.2 million and $309.7 million of collateralized public deposits at September 30, 2023 and June 30, 2023, respectively. Uninsured deposits also include cash held by the holding company of $97.8 million and $95.0 million at September 30, 2023 and June 30, 2023, respectively. Banner Bank’s estimated uninsured deposits, excluding collateralized public deposits and cash held at the holding company, were 28% of deposits at both September 30, 2023 and June 30, 2023.
Banner had $140.0 million of FHLB borrowings at September 30, 2023, compared to $270.0 million at June 30, 2023 and none a year ago. At September 30, 2023, Banner’s off-balance sheet liquidity included additional borrowing capacity of $2.98 billion at the FHLB and $1.52 billion at the Federal Reserve as well as federal funds line of credit agreements with other financial institutions of $125.0 million.
Subordinated notes, net of issuance costs, were $92.7 million at September 30, 2023 compared to $92.6 million at June 30, 2023 and $98.8 million at September 30, 2022. The decrease in subordinated notes was due to Banner Bank’s purchase of $6.5 million of Banner’s subordinated debt during the second quarter of 2023.
At September 30, 2023, total common shareholders’ equity was $1.52 billion, or 9.81% of assets, compared to $1.54 billion or 9.90% of assets at June 30, 2023, and $1.41 billion or 8.61% of assets at September 30, 2022. The decrease in total common shareholders’ equity at September 30, 2023 compared to June 30, 2023 was primarily due to a $53.5 million increase in accumulated other comprehensive loss, primarily due to a decrease in the fair value of the security portfolio as a result of an increase in interest rates during the third quarter of 2023, partially offset by a $29.2 million increase in retained earnings as a result of $45.9 million in net income, offset by the accrual of $16.7 million of cash dividends during the third quarter of 2023. The increase in total common shareholders’ equity from September 30, 2022 reflects a $130.1 million increase in retained earnings, partially offset by an $23.7 million increase in accumulated other comprehensive loss, primarily due to a decrease in the fair value of the security portfolio as a result of an increase in interest rates during 2022. At September 30, 2023, tangible common shareholders’ equity*, which excludes goodwill and other intangible assets, net, was $1.14 billion, or 7.54% of tangible assets*, compared to $1.16 billion, or 7.64% of tangible assets, at June 30, 2023, and $1.02 billion, or 6.41% of tangible assets, a year ago.
*Non-GAAP financial measures. See, “Additional Financial Information - Non-GAAP Financial Measures” on the final two pages of this press release for a discussion and reconciliation of non-GAAP financial measures.


BANR - Third Quarter 2023 Results
October 18, 2023
Page 5

Banner and Banner Bank continue to maintain capital levels in excess of the requirements to be categorized as “well-capitalized.” At September 30, 2023, Banner’s estimated common equity Tier 1 capital ratio was 11.75%, its estimated Tier 1 leverage capital to average assets ratio was 10.40%, and its estimated total capital to risk-weighted assets ratio was 14.34%. These regulatory capital ratios are estimates, pending completion and filing of Banner’s regulatory reports.
Credit Quality
The allowance for credit losses - loans was $147.0 million, or 1.38% of total loans receivable and 560% of non-performing loans, at September 30, 2023, compared to $144.7 million, or 1.38% of total loans receivable and 513% of non-performing loans, at June 30, 2023, and $135.9 million, or 1.38% of total loans receivable and 895% of non-performing loans, at September 30, 2022. In addition to the allowance for credit losses - loans, Banner maintains an allowance for credit losses - unfunded loan commitments, which was $15.0 million at September 30, 2023, compared to $14.7 million at June 30, 2023, and $14.0 million at September 30, 2022. Net loan charge-offs totaled $663,000 in the third quarter of 2023, compared to net loan charge-offs of $336,000 in the preceding quarter and net loan recoveries of $869,000 in the third quarter a year ago. Non-performing loans were $26.3 million at September 30, 2023, compared to $28.2 million at June 30, 2023, and $15.2 million a year ago.
Substandard loans were $124.5 million at September 30, 2023, compared to $145.0 million at June 30, 2023, and $136.4 million a year ago. The decreases from the prior quarter and the comparable quarter a year ago primarily reflect risk rating upgrades as well as the payoff and sale of substandard loans.
Total non-performing assets were $26.8 million, or 0.17% of total assets, at September 30, 2023, compared to $28.7 million, or 0.18% of total assets, at June 30, 2023, and $15.6 million, or 0.10% of total assets, a year ago.
Conference Call
Banner will host a conference call on Thursday October 19, 2023, at 8:00 a.m. PDT, to discuss its third quarter results. Interested investors may listen to the call live at www.bannerbank.com. Investment professionals are invited to dial (833) 470-1428 using access code 535380 to participate in the call. A replay will be available for one week at (866) 813-9403 using access code 970585 or at www.bannerbank.com.
About the Company
Banner Corporation is a $15.51 billion bank holding company operating a commercial bank in four Western states through a network of branches offering a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans. Visit Banner Bank on the Web at www.bannerbank.com.


BANR - Third Quarter 2023 Results
October 18, 2023
Page 6
Forward-Looking Statements
When used in this press release and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public stockholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “may,” “believe,” “will,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “plans,” “potential,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date such statements are made and based only on information then actually known to Banner. Banner does not undertake and specifically disclaims any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These statements may relate to future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial information. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements and could negatively affect Banner’s operating and stock price performance.
Factors that could cause Banner’s actual results to differ materially from those described in the forward-looking statements, include but are not limited to, the following: (1) potential adverse impacts to economic conditions in our local market areas, other markets where the Company has lending relationships, or other aspects of the Company’s business operations or financial markets, including, without limitation, as a result of employment levels, labor shortages and the effects of inflation, a potential recession or slowed economic growth, or increased political instability due to acts of war; (2) changes in the interest rate environment, including the recent increases in the Federal Reserve benchmark rate and duration at which such increased interest rate levels are maintained, which could adversely affect our revenues and expenses, the value of assets and obligations, and the availability and cost of capital and liquidity; (3) the impact of continuing high inflation and the current and future monetary policies of the Federal Reserve in response thereto; (4) the effects of any federal government shutdown; (5) the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment; (6) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses, which could necessitate additional provisions for credit losses, resulting both from loans originated and loans acquired from other financial institutions; (7) results of examinations by regulatory authorities, including the possibility that any such regulatory authority may, among other things, require increases in the allowance for credit losses or writing down of assets or impose restrictions or penalties with respect to Banner’s activities; (8) competitive pressures among depository institutions; (9) the effect of inflation on interest rate movements and their impact on client behavior and net interest margin; (10) the transition away from the London Interbank Offered Rate (LIBOR) toward new interest rate benchmarks; (11) the impact of repricing and competitors’ pricing initiatives on loan and deposit products; (12) fluctuations in real estate values; (13) the ability to adapt successfully to technological changes to meet clients’ needs and developments in the market place; (14) the ability to access cost-effective funding; (15) disruptions, security breaches or other adverse events, failures or interruptions in, or attacks on, information technology systems or on the third-party vendors who perform critical processing functions; (16) changes in financial markets; (17) changes in economic conditions in general and in Washington, Idaho, Oregon and California in particular; (18) the costs, effects and outcomes of litigation; (19) legislation or regulatory changes, including but not limited to changes in regulatory policies and principles, or the interpretation of regulatory capital or other rules, other governmental initiatives affecting the financial services industry and changes in federal and/or state tax laws or interpretations thereof by taxing authorities; (20) changes in accounting principles, policies or guidelines; (21) future acquisitions by Banner of other depository institutions or lines of business; (22) future goodwill impairment due to changes in Banner’s business or changes in market conditions; (23) the costs associated with Banner Forward; (24) effects of critical accounting policies and judgments, including the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; (25) other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services; and (26) other risks detailed from time to time in Banner’s other reports filed with and furnished to the Securities and Exchange Commission including Banner’s Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.


BANR - Third Quarter 2023 Results
October 18, 2023
Page 7
RESULTS OF OPERATIONS Quarters Ended Nine Months Ended
(in thousands except shares and per share data) Sep 30, 2023 Jun 30, 2023 Sep 30, 2022 Sep 30, 2023 Sep 30, 2022
INTEREST INCOME:        
Loans receivable $ 149,254  $ 140,848  $ 116,610  $ 423,359  $ 321,466 
Mortgage-backed securities 17,691  18,285  17,558  54,954  48,486 
Securities and cash equivalents 12,119  12,676  16,951  39,521  37,059 
Total interest income 179,064  171,809  151,119  517,834  407,011 
INTEREST EXPENSE:        
Deposits 31,001  20,539  2,407  60,784  6,501 
Federal Home Loan Bank (FHLB) advances 2,233  5,157  —  8,654  291 
Other borrowings 1,099  771  81  2,251  245 
Subordinated debt
2,965  2,824  2,188  8,549  5,866 
Total interest expense 37,298  29,291  4,676  80,238  12,903 
Net interest income 141,766  142,518  146,443  437,596  394,108 
PROVISION FOR CREDIT LOSSES 2,027  6,764  6,087  8,267  3,660 
Net interest income after provision for credit losses 139,739  135,754  140,356  429,329  390,448 
NON-INTEREST INCOME:        
Deposit fees and other service charges 10,916  10,600  11,449  32,078  33,638 
Mortgage banking operations 2,049  1,686  105  6,426  8,523 
Bank-owned life insurance 2,062  2,386  1,804  6,636  5,674 
Miscellaneous 942  1,428  1,689  4,010  5,423 
  15,969  16,100  15,047  49,150  53,258 
Net (loss) gain on sale of securities (2,657) (4,527) (14,436) 473 
Net change in valuation of financial instruments carried at fair value (654) (3,151) 532  (4,357) 650 
Gain on sale of branches, including related deposits —  —  —  —  7,804 
Total non-interest income 12,658  8,422  15,585  30,357  62,185 
NON-INTEREST EXPENSE:        
Salary and employee benefits 61,091  61,972  61,639  184,452  181,957 
Less capitalized loan origination costs (4,498) (4,457) (5,984) (12,386) (19,436)
Occupancy and equipment 11,722  11,994  12,008  35,686  38,512 
Information and computer data services 7,118  7,082  6,803  21,347  19,451 
Payment and card processing services 5,172  4,669  5,508  14,459  16,086 
Professional and legal expenses 3,042  2,400  2,619  7,563  7,677 
Advertising and marketing 1,362  940  1,326  3,108  2,609 
Deposit insurance 2,874  2,839  1,946  7,603  4,910 
State and municipal business and use taxes 1,359  1,229  1,223  3,888  3,389 
Real estate operations, net (383) 75  68  (585) (132)
Amortization of core deposit intangibles 857  991  1,215  2,898  4,064 
Loss on extinguishment of debt —  —  —  —  793 
Miscellaneous 6,175  5,671  6,663  17,884  18,402 
Total non-interest expense 95,891  95,405  95,034  285,917  278,282 
Income before provision for income taxes 56,506  48,771  60,907  173,769  174,351 
PROVISION FOR INCOME TAXES 10,652  9,180  11,837  32,769  33,353 
NET INCOME $ 45,854  $ 39,591  $ 49,070  $ 141,000  $ 140,998 
Earnings per common share:        
Basic $ 1.33  $ 1.15  $ 1.43  $ 4.11  $ 4.11 
Diluted $ 1.33  $ 1.15  $ 1.43  $ 4.09  $ 4.09 
Cumulative dividends declared per common share $ 0.48  $ 0.48  $ 0.44  $ 1.44  $ 1.32 
Weighted average number of common shares outstanding:        
Basic 34,379,865  34,373,434  34,224,640  34,331,458  34,277,182 
Diluted 34,429,726  34,409,024  34,416,017  34,439,214  34,499,246 
Increase (decrease) in common shares outstanding 1,322  36,087  429  151,931  (60,873)


BANR - Third Quarter 2023 Results
October 18, 2023
Page 8
FINANCIAL  CONDITION       Percentage Change
(in thousands except shares and per share data) Sep 30, 2023 Jun 30, 2023 Dec 31, 2022 Sep 30, 2022 Prior Qtr Prior Yr Qtr
ASSETS      
Cash and due from banks $ 207,171  $ 229,918  $ 198,154  $ 273,052  (9.9) % (24.1) %
Interest-bearing deposits 44,535  51,407  44,908  548,869  (13.4) % (91.9) %
Total cash and cash equivalents
251,706  281,325  243,062  821,921  (10.5) % (69.4) %
Securities - trading 25,268  25,659  28,694  28,383  (1.5) % (11.0) %
Securities - available for sale, amortized cost $2,774,972, $2,879,179, $3,218,777 and $3,433,541, respectively
2,287,993  2,465,960  2,789,031  2,996,173  (7.2) % (23.6) %
Securities - held to maturity, fair value $853,653, $933,116, $942,180 and $947,416, respectively
1,082,156  1,098,570  1,117,588  1,132,852  (1.5) % (4.5) %
Total securities
3,395,417  3,590,189  3,935,313  4,157,408  (5.4) % (18.3) %
FHLB stock 15,600  20,800  12,000  10,000  (25.0) % 56.0  %
Securities purchased under agreements to resell —  —  300,000  300,000  nm (100.0) %
Loans held for sale 54,158  60,612  56,857  84,358  (10.6) % (35.8) %
Loans receivable 10,611,417  10,472,407  10,146,724  9,827,096  1.3  % 8.0  %
Allowance for credit losses – loans (146,960) (144,680) (141,465) (135,918) 1.6  % 8.1  %
Net loans receivable
10,464,457  10,327,727  10,005,259  9,691,178  1.3  % 8.0  %
Accrued interest receivable 61,040  57,007  57,284  50,689  7.1  % 20.4  %
Property and equipment, net 136,504  135,414  138,754  141,280  0.8  % (3.4) %
Goodwill 373,121  373,121  373,121  373,121  —  % —  %
Other intangibles, net 6,542  7,399  9,440  10,655  (11.6) % (38.6) %
Bank-owned life insurance 303,347  301,260  297,565  295,443  0.7  % 2.7  %
Operating lease right-of-use assets 43,447  45,812  49,283  51,908  (5.2) % (16.3) %
Other assets 402,541  384,070  355,493  372,848  4.8  % 8.0  %
Total assets
$ 15,507,880  $ 15,584,736  $ 15,833,431  $ 16,360,809  (0.5) % (5.2) %
LIABILITIES      
Deposits:      
Non-interest-bearing $ 5,197,854  $ 5,369,187  $ 6,176,998  $ 6,507,523  (3.2) % (20.1) %
Interest-bearing transaction and savings accounts 6,518,385  6,373,269  6,719,531  7,004,799  2.3  % (6.9) %
Interest-bearing certificates 1,458,313  1,356,600  723,530  721,944  7.5  % 102.0  %
Total deposits 13,174,552  13,099,056  13,620,059  14,234,266  0.6  % (7.4) %
Advances from FHLB 140,000  270,000  50,000  —  (48.1) % nm
Other borrowings 188,440  193,019  232,799  234,006  (2.4) % (19.5) %
Subordinated notes, net 92,748  92,646  98,947  98,849  0.1  % (6.2) %
Junior subordinated debentures at fair value 66,284  67,237  74,857  73,841  (1.4) % (10.2) %
Operating lease liabilities 48,642  51,234  55,205  58,031  (5.1) % (16.2) %
Accrued expenses and other liabilities 231,478  223,565  200,839  209,226  3.5  % 10.6  %
Deferred compensation 45,129  45,466  44,293  43,931  (0.7) % 2.7  %
Total liabilities 13,987,273  14,042,223  14,376,999  14,952,150  (0.4) % (6.5) %
SHAREHOLDERS’ EQUITY      
Common stock 1,297,307  1,294,934  1,293,959  1,291,741  0.2  % 0.4  %
Retained earnings 616,215  587,027  525,242  486,108  5.0  % 26.8  %
Accumulated other comprehensive loss
(392,915) (339,448) (362,769) (369,190) 15.8  % 6.4  %
Total shareholders’ equity 1,520,607  1,542,513  1,456,432  1,408,659  (1.4) % 7.9  %
Total liabilities and shareholders’ equity $ 15,507,880  $ 15,584,736  $ 15,833,431  $ 16,360,809  (0.5) % (5.2) %
Common Shares Issued:      
Shares outstanding at end of period 34,345,949  34,344,627  34,194,018  34,191,759 
Common shareholders’ equity per share (1)
$ 44.27  $ 44.91  $ 42.59  $ 41.20 
Common shareholders’ tangible equity per share (1) (2)
$ 33.22  $ 33.83  $ 31.41  $ 29.97 
Common shareholders’ tangible equity to tangible assets (2)
7.54  % 7.64  % 6.95  % 6.41  %
Consolidated Tier 1 leverage capital ratio 10.40  % 10.22  % 9.45  % 9.06  %
(1) Calculation is based on number of common shares outstanding at the end of the period rather than weighted average shares outstanding.
(2) Common shareholders’ tangible equity and tangible assets exclude goodwill and other intangible assets. These ratios represent non-GAAP financial measures. See, “Additional Financial Information - Non-GAAP Financial Measures” on the final two pages of this press release for a discussion and reconciliation of non-GAAP financial measures.


BANR - Third Quarter 2023 Results
October 18, 2023
Page 9
ADDITIONAL FINANCIAL INFORMATION      
(dollars in thousands)      
Percentage Change
LOANS Sep 30, 2023 Jun 30, 2023 Dec 31, 2022 Sep 30, 2022 Prior Qtr Prior Yr Qtr
     
Commercial real estate (CRE):      
Owner-occupied $ 911,540  $ 894,876  $ 845,320  $ 862,792  1.9  % 5.7  %
Investment properties 1,530,087  1,558,176  1,589,975  1,604,881  (1.8) % (4.7) %
Small balance CRE 1,169,828  1,172,825  1,200,251  1,188,351  (0.3) % (1.6) %
Multifamily real estate 766,571  699,830  645,071  592,834  9.5  % 29.3  %
Construction, land and land development:
Commercial construction 168,061  183,765  184,876  171,029  (8.5) % (1.7) %
Multifamily construction 453,129  433,868  325,816  275,488  4.4  % 64.5  %
One- to four-family construction 536,349  547,200  647,329  666,350  (2.0) % (19.5) %
Land and land development 346,362  345,053  328,475  329,459  0.4  % 5.1  %
Commercial business:
Commercial business 1,263,747  1,313,226  1,283,407  1,242,550  (3.8) % 1.7  %
Small business scored 1,000,714  982,283  947,092  906,647  1.9  % 10.4  %
Agricultural business, including secured by farmland:
Agricultural business, including secured by farmland 334,626  310,120  295,077  299,400  7.9  % 11.8  %
One- to four-family residential 1,438,694  1,340,126  1,173,112  1,025,143  7.4  % 40.3  %
Consumer:
Consumer—home equity revolving lines of credit 579,836  577,725  566,291  545,807  0.4  % 6.2  %
Consumer—other 111,873  113,334  114,632  116,365  (1.3) % (3.9) %
Total loans receivable $ 10,611,417  $ 10,472,407  $ 10,146,724  $ 9,827,096  1.3  % 8.0  %
Loans 30 - 89 days past due and on accrual $ 6,108  $ 6,259  $ 17,186  $ 15,208 
Total delinquent loans (including loans on non-accrual), net $ 28,312  $ 29,135  $ 32,371  $ 21,728 
Total delinquent loans  /  Total loans receivable 0.27  % 0.28  % 0.32  % 0.22  %

LOANS BY GEOGRAPHIC LOCATION Percentage Change
Sep 30, 2023 Jun 30, 2023 Dec 31, 2022 Sep 30, 2022 Prior Qtr Prior Yr Qtr
Amount Percentage Amount Amount Amount
Washington $ 5,046,028  47.6% $ 4,945,074  $ 4,777,546  $ 4,648,124  2.0  % 8.6  %
California 2,570,175  24.2% 2,537,121  2,484,980  2,323,740  1.3  % 10.6  %
Oregon 1,929,531  18.2% 1,913,929  1,826,743  1,765,254  0.8  % 9.3  %
Idaho 600,648  5.7% 595,065  565,586  588,498  0.9  % 2.1  %
Utah 57,711  0.5% 62,720  75,967  95,250  (8.0) % (39.4) %
Other 407,324  3.8% 418,498  415,902  406,230  (2.7) % 0.3  %
Total loans receivable $ 10,611,417  100.0% $ 10,472,407  $ 10,146,724  $ 9,827,096  1.3  % 8.0  %





BANR - Third Quarter 2023 Results
October 18, 2023
Page 10

ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)


LOAN ORIGINATIONS Quarters Ended
Sep 30, 2023 Jun 30, 2023 Sep 30, 2022
Commercial real estate $ 62,337  $ 94,640  $ 92,062 
Multifamily real estate 12,725  3,441  4,603 
Construction and land 421,656  488,980  444,365 
Commercial business 157,833  128,404  218,044 
Agricultural business 17,466  28,367  9,879 
One-to four-family residential 43,622  52,618  92,701 
Consumer 70,043  112,555  126,940 
Total loan originations (excluding loans held for sale) $ 785,682  $ 909,005  $ 988,594 




BANR - Third Quarter 2023 Results
October 18, 2023
Page 11
ADDITIONAL FINANCIAL INFORMATION      
(dollars in thousands)      
 
  Quarters Ended
CHANGE IN THE Sep 30, 2023 Jun 30, 2023 Sep 30, 2022
ALLOWANCE FOR CREDIT LOSSES – LOANS      
Balance, beginning of period $ 144,680  $ 141,457  $ 128,702 
Provision for credit losses – loans 2,943  3,559  6,347 
Recoveries of loans previously charged off:
Commercial real estate 170  74  88 
Construction and land 29  —  — 
One- to four-family real estate 59  36  25 
Commercial business 403  524  924 
Agricultural business, including secured by farmland 19  252 
Consumer 126  117  85 
  806  753  1,374 
Loans charged off:
Construction and land —  (156) (25)
One- to four-family real estate —  (4) — 
Commercial business (616) (566) (138)
Agricultural business, including secured by farmland (564) —  (42)
Consumer (289) (363) (300)
  (1,469) (1,089) (505)
Net (charge-offs) recoveries (663) (336) 869 
Balance, end of period $ 146,960  $ 144,680  $ 135,918 
Net (charge-offs) recoveries / Average loans receivable (0.006) % (0.003) % 0.009  %
ALLOCATION OF  
ALLOWANCE FOR CREDIT LOSSES – LOANS Sep 30, 2023 Jun 30, 2023 Sep 30, 2022
Commercial real estate $ 44,016  $ 43,636  $ 44,365 
Multifamily real estate 8,804  8,039  7,114 
Construction and land 29,389  29,844  27,985 
One- to four-family real estate 17,925  16,737  12,394 
Commercial business 34,065  33,880  31,854 
Agricultural business, including secured by farmland 3,718  3,573  3,455 
Consumer 9,043  8,971  8,751 
Total allowance for credit losses – loans $ 146,960  $ 144,680  $ 135,918 
Allowance for credit losses - loans / Total loans receivable 1.38  % 1.38  % 1.38  %
Allowance for credit losses - loans / Non-performing loans 560  % 513  % 895  %
 
  Quarters Ended
CHANGE IN THE Sep 30, 2023 Jun 30, 2023 Sep 30, 2022
ALLOWANCE FOR CREDIT LOSSES - UNFUNDED LOAN COMMITMENTS      
Balance, beginning of period $ 14,664  $ 13,443  $ 14,246 
Provision (recapture) for credit losses - unfunded loan commitments 346  1,221  (205)
Balance, end of period $ 15,010  $ 14,664  $ 14,041 



BANR - Third Quarter 2023 Results
October 18, 2023
Page 12
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
NON-PERFORMING ASSETS
  Sep 30, 2023 Jun 30, 2023 Dec 31, 2022 Sep 30, 2022
Loans on non-accrual status:      
Secured by real estate:      
Commercial $ 1,365  $ 2,478  $ 3,683  $ 6,997 
Construction and land 5,538  2,280  181  299 
One- to four-family 5,480  7,605  5,236  2,381 
Commercial business 5,289  8,439  9,886  1,462 
Agricultural business, including secured by farmland 3,170  3,997  594  594 
Consumer 3,378  3,272  2,126  1,779 
  24,220  28,071  21,706  13,512 
Loans more than 90 days delinquent, still on accrual:      
Secured by real estate:      
One- to four-family 1,799  60  1,023  1,556 
Commercial business —  —  —  64 
Consumer 245  49  264  61 
  2,044  109  1,287  1,681 
Total non-performing loans 26,264  28,180  22,993  15,193 
REO 546  546  340  340 
Other repossessed assets —  —  17  17 
Total non-performing assets $ 26,810  $ 28,726  $ 23,350  $ 15,550 
Total non-performing assets to total assets 0.17  % 0.18  % 0.15  % 0.10  %

LOANS BY CREDIT RISK RATING
  Sep 30, 2023 Jun 30, 2023 Dec 31, 2022 Sep 30, 2022
Pass $ 10,467,498  $ 10,315,687  $ 10,000,493  $ 9,672,473 
Special Mention 19,394  11,745  9,081  18,251 
Substandard 124,525  144,975  137,150  136,372 
Total $ 10,611,417  $ 10,472,407  $ 10,146,724  $ 9,827,096 



BANR - Third Quarter 2023 Results
October 18, 2023
Page 13

ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands) 
DEPOSIT COMPOSITION Percentage Change
Sep 30, 2023 Jun 30, 2023 Dec 31, 2022 Sep 30, 2022 Prior Qtr Prior Yr Qtr
Non-interest-bearing $ 5,197,854  $ 5,369,187  $ 6,176,998  $ 6,507,523  (3.2) % (20.1) %
Interest-bearing checking 2,006,866  1,908,402  1,811,153  1,856,244  5.2  % 8.1  %
Regular savings accounts 2,751,453  2,588,298  2,710,090  2,824,711  6.3  % (2.6) %
Money market accounts 1,760,066  1,876,569  2,198,288  2,323,844  (6.2) % (24.3) %
Total interest-bearing transaction and savings accounts 6,518,385  6,373,269  6,719,531  7,004,799  2.3  % (6.9) %
Total core deposits 11,716,239  11,742,456  12,896,529  13,512,322  (0.2) % (13.3) %
Interest-bearing certificates 1,458,313  1,356,600  723,530  721,944  7.5  % 102.0  %
Total deposits $ 13,174,552  $ 13,099,056  $ 13,620,059  $ 14,234,266  0.6  % (7.4) %

GEOGRAPHIC CONCENTRATION OF DEPOSITS
Sep 30, 2023 Jun 30, 2023 Dec 31, 2022 Sep 30, 2022 Percentage Change
Amount Percentage Amount Amount Amount Prior Qtr Prior Yr Qtr
Washington $ 7,241,341  55.0  % $ 7,255,731  $ 7,563,056  $ 7,845,755  (0.2) % (7.7) %
Oregon 2,918,446  22.1  % 2,914,267  2,998,572  3,148,520  0.1  % (7.3) %
California 2,342,345  17.8  % 2,257,247  2,331,524  2,493,977  3.8  % (6.1) %
Idaho 672,420  5.1  % 671,811  726,907  746,014  0.1  % (9.9) %
Total deposits $ 13,174,552  100.0  % $ 13,099,056  $ 13,620,059  $ 14,234,266  0.6  % (7.4) %

INCLUDED IN TOTAL DEPOSITS
Sep 30, 2023 Jun 30, 2023 Dec 31, 2022 Sep 30, 2022
Public non-interest-bearing accounts $ 169,058  $ 191,591  $ 212,533  $ 192,742 
Public interest-bearing transaction & savings accounts 188,831  189,140  180,326  172,567 
Public interest-bearing certificates 46,349  45,840  26,810  33,787 
Total public deposits $ 404,238  $ 426,571  $ 419,669  $ 399,096 
Collateralized public deposits $ 300,189  $ 309,665  $ 304,244  $ 301,853 
Total brokered deposits $ 162,856  $ 203,649  $ —  $ — 
AVERAGE ACCOUNT BALANCE PER DEPOSIT ACCOUNT
Sep 30, 2023 Jun 30, 2023 Dec 31, 2022 Sep 30, 2022
Number of deposit accounts 466,159  467,490  471,140  477,082 
Average account balance per account $ 28  $ 28  $ 29  $ 30 





BANR - Third Quarter 2023 Results
October 18, 2023
Page 14
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
ESTIMATED REGULATORY CAPITAL RATIOS AS OF SEPTEMBER 30, 2023 Actual Minimum to be categorized as "Adequately Capitalized" Minimum to be
categorized as
"Well Capitalized"
Amount Ratio Amount Ratio Amount Ratio
Banner Corporation-consolidated:        
      Total capital to risk-weighted assets $ 1,873,419  14.34  % $ 1,045,239  8.00  % $ 1,306,548  10.00  %
      Tier 1 capital to risk-weighted assets 1,621,146  12.41  % 783,929  6.00  % 783,929  6.00  %
      Tier 1 leverage capital to average assets 1,621,146  10.40  % 623,306  4.00  %  n/a n/a
      Common equity tier 1 capital to risk-weighted assets 1,534,646  11.75  % 587,947  4.50  %  n/a n/a
Banner Bank:        
      Total capital to risk-weighted assets 1,768,801  13.54  % 1,045,221  8.00  % 1,306,526  10.00  %
      Tier 1 capital to risk-weighted assets 1,616,528  12.37  % 783,916  6.00  % 1,045,221  8.00  %
      Tier 1 leverage capital to average assets 1,616,528  10.38  % 623,184  4.00  % 778,980  5.00  %
      Common equity tier 1 capital to risk-weighted assets 1,616,528  12.37  % 587,937  4.50  % 849,242  6.50  %

These regulatory capital ratios are estimates, pending completion and filing of Banner’s regulatory reports.


BANR - Third Quarter 2023 Results
October 18, 2023
Page 15
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
(rates / ratios annualized)
ANALYSIS OF NET INTEREST SPREAD Quarters Ended
Sep 30, 2023 Jun 30, 2023 Sep 30, 2022
Average Balance Interest and Dividends
Yield / Cost(3)
Average Balance Interest and Dividends
Yield / Cost(3)
Average Balance Interest and Dividends
Yield / Cost(3)
Interest-earning assets:
Held for sale loans
$ 56,697  $ 765  5.35  % $ 56,073  $ 738  5.28  % $ 68,608  $ 676  3.91  %
Mortgage loans
8,596,705  118,285  5.46  % 8,413,392  112,097  5.34  % 7,841,018  94,581  4.79  %
Commercial/agricultural loans
1,822,609  29,866  6.50  % 1,763,264  27,616  6.28  % 1,670,595  20,418  4.85  %
SBA PPP loans 4,298  28  2.58  % 5,247  67  5.12  % 21,943  613  11.08  %
Consumer and other loans
138,723  2,226  6.37  % 138,902  2,137  6.17  % 120,583  1,824  6.00  %
Total loans(1)
10,619,032  151,170  5.65  % 10,376,878  142,655  5.51  % 9,722,747  118,112  4.82  %
Mortgage-backed securities
2,863,345  17,834  2.47  % 2,958,700  18,429  2.50  % 3,183,837  17,704  2.21  %
Other securities
1,071,389  12,128  4.49  % 1,184,503  12,932  4.38  % 1,671,305  13,578  3.22  %
Interest-bearing deposits with banks
43,594  529  4.81  % 44,922  557  4.97  % 778,196  4,406  2.25  %
FHLB stock
16,443  385  9.29  % 25,611  157  2.46  % 10,000  75  2.98  %
Total investment securities 3,994,771  30,876  3.07  % 4,213,736  32,075  3.05  % 5,643,338  35,763  2.51  %
Total interest-earning assets
14,613,803  182,046  4.94  % 14,590,614  174,730  4.80  % 15,366,085  153,875  3.97  %
Non-interest-earning assets 932,364      939,100  1,100,313     
Total assets
$ 15,546,167      $ 15,529,714  $ 16,466,398     
Deposits:            
Interest-bearing checking accounts
$ 1,971,179  4,190  0.84  % $ 1,870,605  2,331  0.50  % $ 1,862,887  429  0.09  %
Savings accounts
2,659,890  8,400  1.25  % 2,536,713  4,895  0.77  % 2,822,153  481  0.07  %
Money market accounts
1,793,953  6,639  1.47  % 1,957,553  6,007  1.23  % 2,378,851  769  0.13  %
Certificates of deposit
1,412,542  11,772  3.31  % 1,126,647  7,306  2.60  % 740,014  728  0.39  %
Total interest-bearing deposits
7,837,564  31,001  1.57  % 7,491,518  20,539  1.10  % 7,803,905  2,407  0.12  %
Non-interest-bearing deposits
5,316,023  —  —  % 5,445,960  —  —  % 6,458,749  —  —  %
Total deposits
13,153,587  31,001  0.94  % 12,937,478  20,539  0.64  % 14,262,654  2,407  0.07  %
Other interest-bearing liabilities:              
FHLB advances
161,087  2,233  5.50  % 390,705  5,157  5.29  % —  —  —  %
Other borrowings
194,659  1,099  2.24  % 188,060  771  1.64  % 242,658  81  0.13  %
Junior subordinated debentures and subordinated notes
182,678  2,965  6.44  % 185,096  2,824  6.12  % 189,178  2,188  4.59  %
Total borrowings
538,424  6,297  4.64  % 763,861  8,752  4.60  % 431,836  2,269  2.08  %
Total funding liabilities
13,692,011  37,298  1.08  % 13,701,339  29,291  0.86  % 14,694,490  4,676  0.13  %
Other non-interest-bearing liabilities(2)
296,578      279,232  257,058     
Total liabilities
13,988,589      13,980,571  14,951,548     
Shareholders’ equity 1,557,578      1,549,143  1,514,850     
Total liabilities and shareholders’ equity $ 15,546,167      $ 15,529,714  $ 16,466,398     
Net interest income/rate spread (tax equivalent) $ 144,748  3.86  % $ 145,439  3.94  % $ 149,199  3.84  %
Net interest margin (tax equivalent) 3.93  % 4.00  % 3.85  %
Reconciliation to reported net interest income:
Adjustments for taxable equivalent basis (2,982) (2,921) (2,756)
Net interest income and margin, as reported $ 141,766  3.85  % $ 142,518  3.92  % $ 146,443  3.78  %
Additional Key Financial Ratios:
Return on average assets 1.17  % 1.02  % 1.18  %
Return on average equity 11.68  % 10.25  % 12.85  %
Average equity/average assets 10.02  % 9.98  % 9.20  %
Average interest-earning assets/average interest-bearing liabilities 174.47  % 176.74  % 186.58  %
Average interest-earning assets/average funding liabilities 106.73  % 106.49  % 104.57  %
Non-interest income/average assets 0.32  % 0.22  % 0.38  %
Non-interest expense/average assets 2.45  % 2.46  % 2.29  %
Efficiency ratio(4)
62.10  % 63.21  % 58.65  %
Adjusted efficiency ratio(5)
59.00  % 58.58  % 57.04  %
(1)Average balances include loans accounted for on a nonaccrual basis and accruing loans 90 days or more past due. Amortization of net deferred loan fees/costs is included with interest on loans.
(2)Average other non-interest-bearing liabilities include fair value adjustments related to junior subordinated debentures.
(3)Tax-exempt income is calculated on a tax equivalent basis. The tax equivalent yield adjustment to interest earned on loans was $1.9 million, $1.8 million and $1.5 million for the quarters ended September 30, 2023, June 30, 2023 and September 30, 2022, respectively. The tax equivalent yield adjustment to interest earned on tax exempt securities was $1.1 million for both the quarters ended September 30, 2023 and June 30, 2023 and $1.3 million for the quarter September 30, 2022.
(4)Non-interest expense divided by the total of net interest income and non-interest income.
(5)Adjusted non-interest expense divided by adjusted revenue. Represent non-GAAP financial measures. See, “Additional Financial Information - Non-GAAP Financial Measures” on the final two pages of this press release for a discussion and reconciliation of non-GAAP financial measures.


BANR - Third Quarter 2023 Results
October 18, 2023
Page 16
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
(rates / ratios annualized)
ANALYSIS OF NET INTEREST SPREAD Nine Months Ended
Sep 30, 2023 Sep 30, 2022
Average Balance Interest and Dividends
Yield/Cost(3)
Average Balance Interest and Dividends
Yield/Cost(3)
Interest-earning assets:
Held for sale loans
$ 55,157  $ 2,174  5.27  % $ 94,289  $ 2,446  3.47  %
Mortgage loans
8,427,034  337,282  5.35  % 7,581,540  261,021  4.60  %
Commercial/agricultural loans
1,763,248  82,658  6.27  % 1,574,957  52,582  4.46  %
SBA PPP loans 5,437  145  3.57  % 51,890  4,453  11.47  %
Consumer and other loans
138,246  6,478  6.26  % 117,892  5,207  5.91  %
Total loans(1)
10,389,122  428,737  5.52  % 9,420,568  325,709  4.62  %
Mortgage-backed securities
2,971,124  55,386  2.49  % 3,110,769  48,904  2.10  %
Other securities
1,220,074  40,155  4.40  % 1,624,138  32,333  2.66  %
Interest-bearing deposits with banks
47,330  1,694  4.79  % 1,214,076  7,507  0.83  %
FHLB stock
18,772  632  4.50  % 10,579  281  3.55  %
Total investment securities 4,257,300  97,867  3.07  % 5,959,562  89,025  2.00  %
Total interest-earning assets
14,646,422  526,604  4.81  % 15,380,130  414,734  3.61  %
Non-interest-earning assets 930,934    1,250,719 
Total assets
$ 15,577,356    $ 16,630,849 
Deposits:    
Interest-bearing checking accounts
$ 1,874,518  7,427  0.53  % $ 1,915,184  991  0.07  %
Savings accounts
2,604,089  15,179  0.78  % 2,826,757  1,187  0.06  %
Money market accounts
1,971,514  16,445  1.12  % 2,400,267  1,806  0.10  %
Certificates of deposit
1,118,874  21,733  2.60  % 782,548  2,517  0.43  %
Total interest-bearing deposits
7,568,995  60,784  1.07  % 7,924,756  6,501  0.11  %
Non-interest-bearing deposits
5,571,896  —  —  % 6,445,579  —  —  %
Total deposits
13,140,891  60,784  0.62  % 14,370,335  6,501  0.06  %
Other interest-bearing liabilities:            
FHLB advances
219,461  8,654  5.27  % 13,919  291  2.80  %
Other borrowings
203,932  2,251  1.48  % 253,545  245  0.13  %
Junior subordinated debentures and subordinated notes
186,964  8,549  6.11  % 190,103  5,866  4.13  %
Total borrowings
610,357  19,454  4.26  % 457,567  6,402  1.87  %
Total funding liabilities
13,751,248  80,238  0.78  % 14,827,902  12,903  0.12  %
Other non-interest-bearing liabilities(2)
289,558    241,010 
Total liabilities
14,040,806    15,068,912 
Shareholders’ equity 1,536,550    1,561,937 
Total liabilities and shareholders’ equity $ 15,577,356    $ 16,630,849 
Net interest income/rate spread (tax equivalent) $ 446,366  4.03  % $ 401,831  3.49  %
Net interest margin (tax equivalent) 4.07  % 3.49  %
Reconciliation to reported net interest income:
Adjustments for taxable equivalent basis (8,770) (7,723)
Net interest income and margin, as reported $ 437,596  3.99  % $ 394,108  3.43  %
Additional Key Financial Ratios:
Return on average assets 1.21  % 1.13  %
Return on average equity 12.27  % 12.07  %
Average equity/average assets 9.86  % 9.39  %
Average interest-earning assets/average interest-bearing liabilities 179.07  % 183.48  %
Average interest-earning assets/average funding liabilities 106.51  % 103.72  %
Non-interest income/average assets 0.26  % 0.50  %
Non-interest expense/average assets 2.45  % 2.24  %
Efficiency ratio(4)
61.10  % 60.99  %
Adjusted efficiency ratio(5)
57.19  % 59.39  %
(1)Average balances include loans accounted for on a nonaccrual basis and loans 90 days or more past due. Amortization of net deferred loan fees/costs is included with interest on loans.
(2)Average other non-interest-bearing liabilities include fair value adjustments related to junior subordinated debentures.
(3)Tax-exempt income is calculated on a tax equivalent basis. The tax equivalent yield adjustment to interest earned on loans was $5.4 million and $4.2 million for the years ended September 30, 2023 and September 30, 2022, respectively. The tax equivalent yield adjustment to interest earned on tax exempt securities was $3.4 million and $3.5 million for the years ended September 30, 2023 and September 30, 2022, respectively.
(4)Non-interest expense divided by the total of net interest income and non-interest income.
(5)Adjusted non-interest expense divided by adjusted revenue. These represent non-GAAP financial measures. See, “Additional Financial Information - Non-GAAP Financial Measures” on the final two pages of this press release for a discussion and reconciliation of non-GAAP financial measures.



BANR - Third Quarter 2023 Results
October 18, 2023
Page 17
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
* Non-GAAP Financial Measures
In addition to results presented in accordance with generally accepted accounting principles in the United States of America (GAAP), this press release contains certain non-GAAP financial measures. Tangible common shareholders’ equity per share and the ratio of tangible common equity to tangible assets, and references to adjusted revenue, adjusted earnings and the adjusted efficiency ratio represent non-GAAP financial measures. Management has presented these non-GAAP financial measures in this earnings release because it believes that they provide useful and comparative information to assess trends in Banner’s core operations reflected in the current quarter’s results and facilitate the comparison of our performance with the performance of our peers. However, these non-GAAP financial measures are supplemental and are not a substitute for any analysis based on GAAP. Where applicable, comparable earnings information using GAAP financial measures is also presented. Because not all companies use the same calculations, our presentation may not be comparable to other similarly titled measures as calculated by other companies. For a reconciliation of these non-GAAP financial measures, see the tables below:
ADJUSTED REVENUE Quarters Ended Nine Months Ended
Sep 30, 2023 Jun 30, 2023 Sep 30, 2022 Sep 30, 2023 Sep 30, 2022
Net interest income (GAAP) $ 141,766  $ 142,518  $ 146,443  $ 437,596  $ 394,108 
Non-interest income (GAAP) 12,658  8,422  15,585  30,357  62,185 
Total revenue (GAAP) 154,424  150,940  162,028  467,953  456,293 
Exclude: Net loss (gain) on sale of securities 2,657  4,527  (6) 14,436  (473)
Net change in valuation of financial instruments carried at fair value 654  3,151  (532) 4,357  (650)
Gain on sale of branches —  —  —  —  (7,804)
Adjusted revenue (non-GAAP) $ 157,735  $ 158,618  $ 161,490  $ 486,746  $ 447,366 

ADJUSTED EARNINGS Quarters Ended Nine Months Ended
Sep 30, 2023 Jun 30, 2023 Sep 30, 2022 Sep 30, 2023 Sep 30, 2022
Net income (GAAP) $ 45,854  $ 39,591  $ 49,070  $ 141,000  $ 140,998 
Exclude: Net loss (gain) on sale of securities 2,657  4,527  (6) 14,436  (473)
Net change in valuation of financial instruments carried at fair value 654  3,151  (532) 4,357  (650)
Gain on sale of branches —  —  —  —  (7,804)
Banner Forward expenses (1)
996  195  411  1,334  4,455 
Loss on extinguishment of debt —  —  —  —  793 
Related net tax (benefit) expense (1,033) (1,890) 31  (4,830) 883 
Total adjusted earnings (non-GAAP) $ 49,128  $ 45,574  $ 48,974  $ 156,297  $ 138,202 
Diluted earnings per share (GAAP) $ 1.33  $ 1.15  $ 1.43  $ 4.09  $ 4.09 
Diluted adjusted earnings per share (non-GAAP) $ 1.43  $ 1.32  $ 1.42  $ 4.54  $ 4.01 
(1)Included in miscellaneous expenses in results of operations.



BANR - Third Quarter 2023 Results
October 18, 2023
Page 18
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
ADJUSTED EFFICIENCY RATIO Quarters Ended Nine Months Ended
Sep 30, 2023 Jun 30, 2023 Sep 30, 2022 Sep 30, 2023 Sep 30, 2022
Non-interest expense (GAAP) $ 95,891  $ 95,405  $ 95,034  $ 285,917  $ 278,282 
Exclude: Banner Forward expenses (1)
(996) (195) (411) (1,334) (4,455)
CDI amortization (857) (991) (1,215) (2,898) (4,064)
State/municipal tax expense (1,359) (1,229) (1,223) (3,888) (3,389)
REO operations 383  (75) (68) 585  132 
Loss on extinguishment of debt —  —  —  —  (793)
Adjusted non-interest expense (non-GAAP) $ 93,062  $ 92,915  $ 92,117  $ 278,382  $ 265,713 
Net interest income (GAAP) $ 141,766  $ 142,518  $ 146,443  $ 437,596  $ 394,108 
Non-interest income (GAAP) 12,658  8,422  15,585  30,357  62,185 
Total revenue (GAAP) 154,424  150,940  162,028  467,953  456,293 
Exclude: Net loss (gain) on sale of securities 2,657  4,527  (6) 14,436  (473)
Net change in valuation of financial instruments carried at fair value 654  3,151  (532) 4,357  (650)
Gain on sale of branches —  —  —  —  (7,804)
Adjusted revenue (non-GAAP) $ 157,735  $ 158,618  $ 161,490  $ 486,746  $ 447,366 
Efficiency ratio (GAAP) 62.10  % 63.21  % 58.65  % 61.10  % 60.99  %
Adjusted efficiency ratio (non-GAAP) 59.00  % 58.58  % 57.04  % 57.19  % 59.39  %
(1)Included in miscellaneous expenses in results of operations.

TANGIBLE COMMON SHAREHOLDERS’ EQUITY TO TANGIBLE ASSETS
Sep 30, 2023 Jun 30, 2023 Dec 31, 2022 Sep 30, 2022
Shareholders’ equity (GAAP) $ 1,520,607  $ 1,542,513  $ 1,456,432  $ 1,408,659 
Exclude goodwill and other intangible assets, net 379,663  380,520  382,561  383,776 
Tangible common shareholders’ equity (non-GAAP) $ 1,140,944  $ 1,161,993  $ 1,073,871  $ 1,024,883 
Total assets (GAAP) $ 15,507,880  $ 15,584,736  $ 15,833,431  $ 16,360,809 
Exclude goodwill and other intangible assets, net 379,663  380,520  382,561  383,776 
Total tangible assets (non-GAAP) $ 15,128,217  $ 15,204,216  $ 15,450,870  $ 15,977,033 
Common shareholders’ equity to total assets (GAAP) 9.81  % 9.90  % 9.20  % 8.61  %
Tangible common shareholders’ equity to tangible assets (non-GAAP) 7.54  % 7.64  % 6.95  % 6.41  %
TANGIBLE COMMON SHAREHOLDERS’ EQUITY PER SHARE
Tangible common shareholders’ equity (non-GAAP) $ 1,140,944  $ 1,161,993  $ 1,073,871  $ 1,024,883 
Common shares outstanding at end of period 34,345,949  34,344,627  34,194,018  34,191,759 
Common shareholders’ equity (book value) per share (GAAP) $ 44.27  $ 44.91  $ 42.59  $ 41.20 
Tangible common shareholders’ equity (tangible book value) per share (non-GAAP) $ 33.22  $ 33.83  $ 31.41  $ 29.97 

EX-99.2 3 a2023-q3presentationfina.htm EX-99.2 a2023-q3presentationfina








• • • • • • • • • •


 








































































ACL - Loans 144.7 2.0 0.3 (0.7) 2.9 147.0 ACL - Unfunded Commitments 14.7 0.2 0.1 0.0 0.3 15.0 ACL - HTM Securities 0.4 (0.0) (0.0) 0.0 (0.0) 0.3 ACL - AFS Securities 2.0 0.0 (1.3) 0.0 (1.3) 0.8 Total ACL 161.7 2.2 (0.8) (0.7) 2.0 163.1 $161.7 $163.1


 




PRE-TAX PRE-PROVISION EARNINGS Sep 30, 2023 Jun 30, 2023 Sep 30, 2022 Income before provision for income taxes (GAAP) 56,506$ 48,771$ 60,907$ Provision for credit losses 2,027 6,764 6,087 Pretax pre provision earnings (non-GAAP) 58,533 55,535 66,994 Exclude net (gain) loss on sale of securities 2,657 4,527 (6) Exclude net change in valuation of financial instruments carried at fair value 654 3,151 (532) Exclude Banner Forward expenses 996 195 411 Adjusted pre-tax pre-provision earnings (non-GAAP) 62,840$ 63,408$ 66,867$ Quarters Ended