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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): July 19, 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 shareBANRThe 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 July 19, 2023, Banner Corporation issued its earnings release for the quarter ended June 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 July 19, 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 August 11, 2023 to stockholders of record as of the close of business on August 2, 2023.

Item 9.01 Financial Statements and Exhibits.*

(d)    Exhibits

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: July 19, 2023
By: /s/ Peter J. Conner
Peter J. Conner
Executive Vice President, Treasurer and
Chief Financial Officer




Exhibit 99.1

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CONTACT:MARK J. GRESCOVICH,
PRESIDENT & CEO
PETER J. CONNER, CFO
(509) 527-3636
NEWS RELEASE

Banner Corporation Reports Net Income of $39.6 Million, or $1.15 Per Diluted Share, for Second Quarter 2023;
Declares Quarterly Cash Dividend of $0.48 Per Share

Walla Walla, WA - July 19, 2023 - Banner Corporation (NASDAQ GSM: BANR) (“Banner”), the parent company of Banner Bank, today reported net income of $39.6 million, or $1.15 per diluted share, for the second quarter of 2023, a 29% decrease compared to $55.6 million, or $1.61 per diluted share, for the preceding quarter and a 17% decrease compared to $48.0 million, or $1.39 per diluted share, for the second quarter of 2022. Net interest income was $142.5 million in the second quarter of 2023, compared to $153.3 million in the preceding quarter and $129.0 million in the second quarter a year ago. The decrease in net interest income compared to the preceding quarter reflects an increase in funding costs, while the increase from the prior year quarter reflects an increase in yields on earning assets. Banner’s second quarter 2023 results include $6.8 million in provision for credit losses, compared to $524,000 recapture of provision for credit losses in the preceding quarter and $4.5 million in provision for credit losses in the second quarter of 2022. In addition, the second quarter of 2022 included a $7.8 million gain related to the sale of four branches. For the six months ended June 30, 2023, net income increased 4% to $95.1 million, or $2.76 per diluted share, compared to net income of $91.9 million, or $2.66 per diluted share for the prior year. Banner’s results for the first six months of 2023 include $6.2 million in provision for credit losses, compared to $2.4 million in recapture of provision for credit losses 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 August 11, 2023, to common shareholders of record on August 1, 2023.
“Our business model, which emphasizes moderate risk and strong relationship banking, continues to serve us well in these uncertain economic times,” said Mark Grescovich, President and CEO. “Our performance for the second 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 impacted our net interest margin during the quarter. Our continued focus on growing client relationships is serving us well, with core deposits representing 90% of total deposits at quarter end. Banner’s overarching goals continue to be to do the right thing for our clients, communities, colleagues, our 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 June 30, 2023, Banner Corporation had $15.58 billion in assets, $10.33 billion in net loans and $13.10 billion in deposits. Banner operates 137 full service branch offices, including branches located in eight of the top 20 largest western Metropolitan Statistical Areas by population.


BANR - Second Quarter 2023 Results
July 19, 2023
Page 2
Second Quarter 2023 Highlights
Revenues decreased 7% to $150.9 million, compared to $162.6 million in the preceding quarter, and decreased 3% compared to $156.2 million in the second 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 $158.6 million in the second quarter of 2023, compared to $170.4 million in the preceding quarter and $148.3 million in the second quarter a year ago.
Net interest income decreased 7% to $142.5 million in the second quarter of 2023, compared to $153.3 million in the preceding quarter and increased 10% compared to $129.0 million in the second quarter a year ago.
Net interest margin, on a tax equivalent basis, was 4.00%, compared to 4.30% in the preceding quarter and 3.44% in the second quarter a year ago.
Mortgage banking revenues decreased 37% to $1.7 million, compared to $2.7 million in the preceding quarter, and decreased 58% compared to $4.0 million in the second quarter a year ago.
Return on average assets was 1.02%, compared to 1.44% in the preceding quarter and 1.16% in the second quarter a year ago.
Net loans receivable increased 3% to $10.33 billion at June 30, 2023, compared to $10.02 billion at March 31, 2023, and increased 11% compared to $9.33 billion at June 30, 2022.
Non-performing assets increased to $28.7 million, or 0.18% of total assets, at June 30, 2023, compared to $27.1 million, or 0.17% of total assets at March 31, 2023, and $19.1 million, or 0.12% of total assets, at June 30, 2022.
The allowance for credit losses - loans was $144.7 million, or 1.38% of total loans receivable, as of June 30, 2023, compared to $141.5 million, or 1.39% of total loans receivable as of March 31, 2023 and $128.7 million, or 1.36% of total loans receivable as of June 30, 2022.
Core deposits (non-interest-bearing and interest-bearing transaction and savings accounts) decreased to $11.74 billion at June 30, 2023, compared to $12.20 billion at March 31, 2023, and to $13.46 billion a year ago. Core deposits represented 90% of total deposits at June 30, 2023.
Banner Bank’s uninsured deposits were 31% of total deposits at June 30, 2023, compared to 33% at March 31, 2023.
Banner Bank’s uninsured deposits excluding collateralized public deposits and affiliate deposits were 28% of total deposits at June 30, 2023, compared to 31% at March 31, 2023.
Available borrowing capacity was $4.02 billion at June 30, 2023, compared to $4.25 billion at March 31, 2023.
On balance sheet liquidity was $3.07 billion at June 30, 2023, compared to $3.40 billion at March 31, 2023.
Dividends paid to shareholders were $0.48 per share in the quarter ended June 30, 2023.
Common shareholders’ equity per share increased 1% to $44.91 at June 30, 2023, compared to $44.64 at the preceding quarter end, and increased 3% from $43.46 a year ago.
Tangible common shareholders’ equity per share* increased 1% to $33.83 at June 30, 2023, compared to $33.52 at the preceding quarter end, and increased 5% from $32.20 a year ago.

*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 $142.5 million in the second quarter of 2023, compared to $153.3 million in the preceding quarter and $129.0 million in the second quarter a year ago. Net interest margin on a tax equivalent basis was 4.00% for the second quarter of 2023, a 30 basis-point decrease compared to 4.30% in the preceding quarter and a 56 basis-point increase compared to 3.44% in the second 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 CDs and the lag effect of prior market rate increases on current period deposit costs, partially offset by increased yields on loans due to the rising interest rates during the quarter.
Average yields on interest-earning assets increased 12 basis points to 4.80% for the second quarter of 2023, compared to 4.68% for the preceding quarter and increased 126 basis points compared to 3.54% in the second quarter a year ago. Since March 2022, in response to inflation, the Federal Open Market Committee (“FOMC”) of the Federal Reserve System has increased the target range for the federal funds rate by 500 basis points, including 25 basis points during the second quarter of 2023, to a range of 5.00% to 5.25%. 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 13 basis points to 5.51% compared to 5.38% in the preceding quarter and increased 97 basis points compared to 4.54% in the second 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. Total deposit costs were 0.64% in the second quarter of 2023, which was a 36 basis-point increase compared to the preceding quarter and a 58 basis-point increase compared to the second quarter a year ago. The increase in the costs of deposits was due to elevated competition for deposits, an increase in the mix of higher cost CDs and the lag effect of prior market rate increases on current period deposit costs. The average rate paid on FHLB advances was 5.29% in the second quarter of 2023, which was a 45 basis-point increase compared to 4.84% in the preceding quarter. There were no FHLB advances during second quarter a year ago. The average rate paid on other borrowings in the second quarter of 2023 was 1.64%, which was a 97 basis-point increase compared to 0.67% in the preceding quarter and a 151 basis-point increase compared to 0.13% in the second quarter a year ago. The total cost of funding liabilities was 0.86% during the second quarter of 2023, a 46 basis-point increase compared to 0.40% in the preceding quarter and a 75 basis-point increase compared to 0.11% in the second quarter a year ago.


BANR - Second Quarter 2023 Results
July 19, 2023
Page 3
A $6.8 million provision for credit losses was recorded in the current 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). This compares to a $524,000 recapture of provision for credit losses in the prior quarter (comprised of a $774,000 provision for credit losses - loans, a $1.3 million recapture of provision for credit losses - unfunded loan commitments and a $20,000 recapture of provision for credit losses - held-to-maturity debt securities) and a $4.5 million provision for credit losses in the second quarter a year ago (comprised of a $3.1 million provision for credit losses - loans, a $1.4 million provision for credit losses - unfunded loan commitments and a $4,000 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, a deterioration in forecasted economic conditions and rating downgrades on bank subordinated debt investments. The recapture of provision for credit losses for the preceding quarter primarily reflected a decrease in unfunded construction loan commitments, which was partially offset by higher net loan charge-offs during the preceding quarter.
Total non-interest income was $8.4 million in the second quarter of 2023, compared to $9.3 million in the preceding quarter and $27.2 million in the second quarter a year ago. The decrease in non-interest income during the current quarter compared to the prior quarter was primarily due to a $1.0 million decrease in mortgage banking revenues. The decrease in non-interest income during the current quarter compared to the prior year quarter was primarily due to a $2.3 million decrease in mortgage banking revenues, a $4.5 million net loss recognized on the sale of securities during the current quarter, a $3.2 million net loss for fair value adjustments on financial instruments carried at fair value in the current quarter, and a $7.8 million gain recognized on the sale of four branches in the second quarter of 2022. Total non-interest income was $17.7 million for the six months ended June 30, 2023, compared to $46.6 million for the same period a year earlier.
Mortgage banking revenues, including gains on one- to four-family and multifamily loan sales and loan servicing fees, were $1.7 million in the second quarter of 2023, compared to $2.7 million in the preceding quarter and $4.0 million in the second quarter a year ago. The decrease from the preceding quarter primarily reflects a downward lower of cost or market adjustment on multifamily held for sale loans. The decrease from the second quarter of 2022 primarily reflects a reduction in the volume and a decrease in the gain on sale margin for one- to four-family loans sold. The reduction in the volume of one- to four-family loans sold compared to the prior year quarter primarily reflects reduced refinancing activity, as well as decreased purchase activity as interest rates increased. Home purchase activity accounted for 93% of one- to four-family mortgage loan originations in the second quarter of 2023, compared to 88% in the preceding quarter and 82% in the second quarter of 2022. Mortgage banking revenue included a $757,000 lower of cost or market downward adjustment on multifamily held for sale loans for the current quarter due to increases in market interest rates during the second quarter. There were no multifamily loans sold during the second quarter of 2023. This compares to a $295,000 lower of cost or market upward adjustment recorded during the preceding quarter due to decreases in market interest rates during the first quarter as well as $87,000 of gain recognized on the sale of multifamily loans. During the second quarter of 2022, a $458,000 lower of cost or market downward adjustment was recorded due to increases in market rates. There were no multifamily loans sold during the second quarter of 2022.
Second quarter 2023 non-interest income also included a $3.2 million 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 $4.5 million net loss on the sale of securities. In the preceding quarter, results included a $552,000 net loss for fair value adjustments and a $7.3 million net loss on the sale of securities. In the second quarter a year ago, results included a $69,000 net gain for fair value adjustments and a $32,000 net gain on the sale of securities.
Total revenue decreased 7% to $150.9 million for the second quarter of 2023, compared to $162.6 million in the preceding quarter, and 3% compared to $156.2 million in the second 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 $158.6 million in the second quarter of 2023, compared to $170.4 million in the preceding quarter and $148.3 million in the second quarter a year ago. In the first six months of the year, adjusted revenue* was $329.0 million, compared to $285.9 million in the first six months of 2022.
Total non-interest expense was $95.4 million in the second quarter of 2023, compared to $94.6 million in the preceding quarter and $92.1 million in the second quarter of 2022. The increase in non-interest expense for the current quarter compared to the prior quarter primarily reflects a $583,000 increase in salary and employee benefits expense and a $949,000 increase in deposit insurance expense, partially offset by a $1.0 million increase in capitalized loan origination costs, primarily due to increased loan production. The increase in non-interest expense for the current quarter compared to the same quarter a year ago primarily reflects an increase in salary and employee benefits expense, a decrease in capitalized loan origination costs, an increase in information and computer data services expense and an increase in deposit insurance expense, partially offset by decreases in occupancy and equipment expenses and payment and card processing services expense. Year-to-date, total non-interest expense was $190.0 million, compared to $183.2 million in the same period a year earlier. Banner’s efficiency ratio was 63.21% for the second quarter, compared to 58.20% in the preceding quarter and 58.94% in the same quarter a year ago. Banner’s adjusted efficiency ratio* was 58.58% for the second quarter, compared to 54.23% in the preceding quarter and 59.46% in the year ago quarter.
Federal and state income tax expense totaled $9.2 million for the second quarter of 2023 resulting in an effective tax rate of 18.8%, reflecting the benefits from tax exempt income. Banner’s statutory income tax rate for the quarter ended June 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 - Second Quarter 2023 Results
July 19, 2023
Page 4
Balance Sheet Review
Total assets increased to $15.58 billion at June 30, 2023, compared to $15.53 billion at March 31, 2023, and decreased 5% from $16.39 billion at June 30, 2022. The total of securities and interest-bearing deposits held at other banks totaled $3.64 billion at June 30, 2023, compared to $3.99 billion at March 31, 2023 and $5.45 billion at June 30, 2022. The decrease compared to the prior quarter was primarily due to the sale of $127.4 million of securities as well as $150.0 million of reverse repurchase agreements maturing during the current quarter. The decrease compared to the prior year quarter was primarily due to an additional $150.0 million of reverse repurchase agreements maturing during the first quarter of 2023, the sale of securities and a decrease in interest-bearing deposits held at other banks. The average effective duration of the securities portfolio was approximately 6.8 years at June 30, 2023, compared to 6.5 years at June 30, 2022.
Total loans receivable increased to $10.47 billion at June 30, 2023, compared to $10.16 billion at March 31, 2023, and $9.46 billion at June 30, 2022. Commercial real estate loans increased $60.2 million to $3.63 billion at June 30, 2023, compared to $3.57 billion at March 31, 2023. One- to four-family residential loans increased 7% to $1.34 billion at June 30, 2023, compared to $1.25 billion at March 31, 2023, and increased 54% compared to $868.2 million a year ago. 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. Commercial business loans increased 3% to $2.30 billion at June 30, 2023, compared to $2.23 billion at March 31, 2023, and increased 11% compared to $2.07 billion a year ago, primarily due to new loan production. Multifamily real estate loans increased to $699.8 million at June 30, 2023, compared to $696.9 million at March 31, 2023, and increased 22% compared to $575.2 million a year ago. The increase in multifamily loans compared to a year ago was primarily due to growth in affordable housing loan balances as well as 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.
Loans held for sale were $60.6 million at June 30, 2023, compared to $49.0 million at March 31, 2023, and $69.2 million at June 30, 2022. One- to four- family residential mortgage loans sold totaled $62.6 million in the current quarter, compared to $40.5 million in the preceding quarter and $88.6 million in the second quarter a year ago, while there were no multifamily loans sold during the second quarter of 2023, compared to $7.6 million sold in the preceding quarter and none sold in the second quarter a year ago.
Total deposits decreased to $13.10 billion at June 30, 2023, compared to $13.15 billion at March 31, 2023, and $14.21 billion a year ago. The decline in deposits was primarily due to interest rate sensitive clients moving a portion of their non-operating deposit balances to higher yielding investments as well as seasonal outflows for tax payments. Non-interest-bearing account balances decreased 7% to $5.37 billion at June 30, 2023, compared to $5.76 billion at March 31, 2023, and 16% compared to $6.39 billion a year ago. Core deposits were 90% of total deposits at June 30, 2023, 93% of total deposits at March 31, 2023 and 95% of total deposits at June 30, 2022. Certificates of deposit increased 43% to $1.36 billion at June 30, 2023, compared to $949.9 million at March 31, 2023, and increased 79% compared to $756.3 million a year earlier. The increase in certificates of deposits during the current quarter was principally due to a $203.6 million increase in brokered deposits and clients seeking higher yields moving funds from core deposit accounts to higher yielding certificates of deposits.
Banner Bank’s uninsured deposits were $4.06 billion or 31% of total deposits at June 30, 2023, compared to $4.42 billion or 33% of total deposits at March 31, 2023. The uninsured deposit calculation includes $309.7 million and $277.7 million of collateralized public deposits at June 30, 2023 and March 31, 2023, respectively. Uninsured deposits also include cash held by the holding company of $95.0 million and $88.0 million at June 30, 2023 and March 31, 2023, respectively. Banner Bank’s uninsured deposits, excluding collateralized public deposits and cash held at the holding company, were 28% of deposits at June 30, 2023, compared to 31% of total deposits at March 31, 2023.
Banner had $270.0 million of FHLB borrowings at June 30, 2023, compared to $170.0 million at March 31, 2023 and none a year ago. At June 30, 2023, Banner’s off-balance sheet liquidity included additional borrowing capacity of $2.64 billion at the FHLB and $1.26 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 $92.6 million at June 30, 2023 compared to $99.0 million at March 31, 2023 and $98.8 million a year ago. 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 June 30, 2023, total common shareholders’ equity was $1.54 billion, or 9.90% of assets, compared to $1.53 billion or 9.86% of assets at March 31, 2023, and $1.49 billion or 9.07% of assets a year ago. The increase in total common shareholders’ equity at June 30, 2023 compared to March 31, 2023 was primarily due to a $22.9 million increase in retained earnings as a result of $39.6 million in net income during the second quarter of 2023, partially offset by a $13.8 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 second quarter of 2023, and the accrual of $16.7 million of cash dividends during the quarter. The increase in total common shareholders’ equity from June 30, 2022 reflects a $134.8 million increase in retained earnings, partially offset by an $83.5 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 2022, and the payment of cash dividends. At June 30, 2023, tangible common shareholders’ equity*, which excludes goodwill and other intangible assets, net, was $1.16 billion, or 7.64% of tangible assets*, compared to $1.15 billion, or 7.59% of tangible assets, at March 31, 2023, and $1.10 billion, or 6.88% of tangible assets, a year ago.
Banner and Banner Bank continue to maintain capital levels in excess of the requirements to be categorized as “well-capitalized.” At June 30, 2023, Banner’s estimated common equity Tier 1 capital ratio was 11.59%, its estimated Tier 1 leverage capital to average assets ratio was 10.22%, and its estimated total capital to risk-weighted assets ratio was 14.14%. These regulatory capital ratios are estimates, pending completion and filing of Banner’s regulatory reports.
*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 - Second Quarter 2023 Results
July 19, 2023
Page 5
Credit Quality
The allowance for credit losses - loans was $144.7 million, or 1.38% of total loans receivable and 513% of non-performing loans, at June 30, 2023, compared to $141.5 million, or 1.39% of total loans receivable and 528% of non-performing loans, at March 31, 2023, and $128.7 million, or 1.36% of total loans receivable and 688% of non-performing loans, at June 30, 2022. In addition to the allowance for credit losses - loans, Banner maintains an allowance for credit losses - unfunded loan commitments, which was $14.7 million at June 30, 2023, compared to $13.4 million at March 31, 2023, and $14.2 million at June 30, 2022. Net loan charge-offs totaled $336,000 in the second quarter of 2023, compared to net loan charge-offs of $782,000 in the preceding quarter and net loan recoveries of $87,000 in the second quarter a year ago. Non-performing loans were $28.2 million at June 30, 2023, compared to $26.8 million at March 31, 2023, and $18.7 million a year ago.
Substandard loans were $145.0 million at June 30, 2023, compared to $148.0 million at March 31, 2023, and $154.5 million a year ago. The decreases from the prior quarter and a year ago primarily reflect risk rating upgrades as well as the payoff of substandard loans.
Total non-performing assets were $28.7 million, or 0.18% of total assets, at June 30, 2023, compared to $27.1 million, or 0.17% of total assets, at March 31, 2023, and $19.1 million, or 0.12% of total assets, a year ago.
Conference Call
Banner will host a conference call on Thursday July 20, 2023, at 8:00 a.m. PDT, to discuss its second 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 066243 to participate in the call. A replay will be available for one week at (866) 813-9403 using access code 362835 or at www.bannerbank.com.
About the Company
Banner Corporation is a $15.58 billion bank holding company operating one 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.
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 caused by increasing political instability from acts of war including Russia’s invasion of Ukraine, as well as supply chain disruptions; (2) higher inflation and the impact of current and future monetary policies of the Federal Reserve in response thereto; (3) 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; (4) 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; (5) 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; (6) competitive pressures among depository institutions; (7) the effect of inflation on interest rate movements and their impact on client behavior and net interest margin; (8) the transition away from the London Interbank Offered Rate (LIBOR) toward new interest rate benchmarks; (9) the impact of repricing and competitors’ pricing initiatives on loan and deposit products; (10) fluctuations in real estate values; (11) the ability to adapt successfully to technological changes to meet clients’ needs and developments in the market place; (12) the ability to access cost-effective funding; (13) 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; (14) changes in financial markets; (15) changes in economic conditions in general and in Washington, Idaho, Oregon and California in particular; (16) the costs, effects and outcomes of litigation; (17) 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; (18) changes in accounting principles, policies or guidelines; (19) future acquisitions by Banner of other depository institutions or lines of business; (20) future goodwill impairment due to changes in Banner’s business or changes in market conditions; (21) the costs associated with Banner Forward; (22) other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services; and (23) 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 - Second Quarter 2023 Results
July 19, 2023
Page 6
RESULTS OF OPERATIONSQuarters EndedSix Months Ended
(in thousands except shares and per share data)Jun 30, 2023Mar 31, 2023Jun 30, 2022Jun 30, 2023Jun 30, 2022
INTEREST INCOME:    
Loans receivable$140,848 $133,257 $104,506 $274,105 $204,856 
Mortgage-backed securities18,285 18,978 16,819 37,263 30,928 
Securities and cash equivalents12,676 14,726 11,676 27,402 20,108 
Total interest income171,809 166,961 133,001 338,770 255,892 
INTEREST EXPENSE:    
Deposits20,539 9,244 2,008 29,783 4,094 
Federal Home Loan Bank (FHLB) advances5,157 1,264 — 6,421 291 
Other borrowings771 381 80 1,152 164 
Subordinated debt
2,824 2,760 1,902 5,584 3,678 
Total interest expense29,291 13,649 3,990 42,940 8,227 
Net interest income142,518 153,312 129,011 295,830 247,665 
PROVISION (RECAPTURE) FOR CREDIT LOSSES6,764 (524)4,534 6,240 (2,427)
Net interest income after provision (recapture) for credit losses135,754 153,836 124,477 289,590 250,092 
NON-INTEREST INCOME:    
Deposit fees and other service charges10,600 10,562 11,000 21,162 22,189 
Mortgage banking operations1,686 2,691 3,978 4,377 8,418 
Bank-owned life insurance2,386 2,188 2,239 4,574 3,870 
Miscellaneous1,428 1,640 2,051 3,068 3,734 
 16,100 17,081 19,268 33,181 38,211 
Net (loss) gain on sale of securities(4,527)(7,252)32 (11,779)467 
Net change in valuation of financial instruments carried at fair value(3,151)(552)69 (3,703)118 
Gain on sale of branches, including related deposits— — 7,804 — 7,804 
Total non-interest income8,422 9,277 27,173 17,699 46,600 
NON-INTEREST EXPENSE:    
Salary and employee benefits61,972 61,389 60,832 123,361 120,318 
Less capitalized loan origination costs(4,457)(3,431)(7,222)(7,888)(13,452)
Occupancy and equipment11,994 11,970 13,284 23,964 26,504 
Information and computer data services7,082 7,147 5,997 14,229 12,648 
Payment and card processing services4,669 4,618 5,682 9,287 10,578 
Professional and legal expenses2,400 2,121 2,878 4,521 5,058 
Advertising and marketing940 806 822 1,746 1,283 
Deposit insurance2,839 1,890 1,440 4,729 2,964 
State and municipal business and use taxes1,229 1,300 1,004 2,529 2,166 
Real estate operations, net75 (277)(121)(202)(200)
Amortization of core deposit intangibles991 1,050 1,425 2,041 2,849 
Loss on extinguishment of debt— — — — 793 
Miscellaneous5,671 6,038 6,032 11,709 11,739 
Total non-interest expense95,405 94,621 92,053 190,026 183,248 
Income before provision for income taxes48,771 68,492 59,597 117,263 113,444 
PROVISION FOR INCOME TAXES9,180 12,937 11,632 22,117 21,516 
NET INCOME$39,591 $55,555 $47,965 $95,146 $91,928 
Earnings per common share:    
Basic$1.15 $1.62 $1.40 $2.77 $2.68 
Diluted$1.15 $1.61 $1.39 $2.76 $2.66 
Cumulative dividends declared per common share$0.48 $0.48 $0.44 $0.96 $0.88 
Weighted average number of common shares outstanding:    
Basic34,373,434 34,239,533 34,307,001 34,306,853 34,303,889 
Diluted34,409,024 34,457,869 34,451,740 34,435,221 34,532,935 
Increase in common shares outstanding36,087 114,522 (181,454)150,609 (61,302)


BANR - Second Quarter 2023 Results
July 19, 2023
Page 7
FINANCIAL  CONDITION   Percentage Change
(in thousands except shares and per share data)Jun 30, 2023Mar 31, 2023Dec 31, 2022Jun 30, 2022Prior QtrPrior Yr Qtr
ASSETS   
Cash and due from banks$229,918 $194,629 $198,154 $294,717 18.1 %(22.0)%
Interest-bearing deposits51,407 48,363 44,908 876,130 6.3 %(94.1)%
Total cash and cash equivalents
281,325 242,992 243,062 1,170,847 15.8 %(76.0)%
Securities - trading25,659 28,591 28,694 27,886 (10.3)%(8.0)%
Securities - available for sale, amortized cost $2,879,179, $3,040,211, $3,218,777 and $3,391,472, respectively
2,465,960 2,653,860 2,789,031 3,094,422 (7.1)%(20.3)%
Securities - held to maturity, fair value $933,116, $957,062, $942,180 and $1,036,301, respectively
1,098,570 1,109,595 1,117,588 1,151,765 (1.0)%(4.6)%
Total securities
3,590,189 3,792,046 3,935,313 4,274,073 (5.3)%(16.0)%
FHLB stock20,800 16,800 12,000 10,000 23.8 %108.0 %
Securities purchased under agreements to resell— 150,000 300,000 300,000 (100.0)%(100.0)%
Loans held for sale60,612 49,016 56,857 69,161 23.7 %(12.4)%
Loans receivable10,472,407 10,160,684 10,146,724 9,456,829 3.1 %10.7 %
Allowance for credit losses – loans(144,680)(141,457)(141,465)(128,702)2.3 %12.4 %
Net loans receivable
10,327,727 10,019,227 10,005,259 9,328,127 3.1 %10.7 %
Accrued interest receivable57,007 52,094 57,284 45,408 9.4 %25.5 %
Property and equipment, net135,414 136,362 138,754 141,114 (0.7)%(4.0)%
Goodwill373,121 373,121 373,121 373,121 — %— %
Other intangibles, net7,399 8,390 9,440 11,870 (11.8)%(37.7)%
Bank-owned life insurance301,260 299,754 297,565 293,631 0.5 %2.6 %
Operating lease right-of-use assets45,812 47,106 49,283 49,792 (2.7)%(8.0)%
Other assets384,070 346,695 355,493 318,053 10.8 %20.8 %
Total assets
$15,584,736 $15,533,603 $15,833,431 $16,385,197 0.3 %(4.9)%
LIABILITIES   
Deposits:   
Non-interest-bearing$5,369,187 $5,764,009 $6,176,998 $6,388,815 (6.8)%(16.0)%
Interest-bearing transaction and savings accounts6,373,269 6,440,261 6,719,531 7,067,437 (1.0)%(9.8)%
Interest-bearing certificates1,356,600 949,932 723,530 756,312 42.8 %79.4 %
Total deposits13,099,056 13,154,202 13,620,059 14,212,564 (0.4)%(7.8)%
Advances from FHLB270,000 170,000 50,000 — 58.8 %nm
Other borrowings193,019 214,564 232,799 234,737 (10.0)%(17.8)%
Subordinated notes, net92,646 99,046 98,947 98,752 (6.5)%(6.2)%
Junior subordinated debentures at fair value67,237 74,703 74,857 72,229 (10.0)%(6.9)%
Operating lease liabilities51,234 52,772 55,205 55,746 (2.9)%(8.1)%
Accrued expenses and other liabilities223,565 191,326 200,839 180,999 16.9 %23.5 %
Deferred compensation45,466 45,295 44,293 44,340 0.4 %2.5 %
Total liabilities14,042,223 14,001,908 14,376,999 14,899,367 0.3 %(5.8)%
SHAREHOLDERS’ EQUITY   
Common stock1,294,934 1,293,225 1,293,959 1,289,499 0.1 %0.4 %
Retained earnings587,027 564,106 525,242 452,246 4.1 %29.8 %
Accumulated other comprehensive loss
(339,448)(325,636)(362,769)(255,915)4.2 %32.6 %
Total shareholders’ equity1,542,513 1,531,695 1,456,432 1,485,830 0.7 %3.8 %
Total liabilities and shareholders’ equity$15,584,736 $15,533,603 $15,833,431 $16,385,197 0.3 %(4.9)%
Common Shares Issued:   
Shares outstanding at end of period34,344,627 34,308,540 34,194,018 34,191,330 
Common shareholders’ equity per share (1)
$44.91 $44.64 $42.59 $43.46 
Common shareholders’ tangible equity per share (1) (2)
$33.83 $33.52 $31.41 $32.20 
Common shareholders’ tangible equity to tangible assets (2)
7.64 %7.59 %6.95 %6.88 %
Consolidated Tier 1 leverage capital ratio10.20 %9.96 %9.45 %8.74 %
(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 - Second Quarter 2023 Results
July 19, 2023
Page 8
ADDITIONAL FINANCIAL INFORMATION   
(dollars in thousands)   
Percentage Change
LOANSJun 30, 2023Mar 31, 2023Dec 31, 2022Jun 30, 2022Prior QtrPrior Yr Qtr
   
Commercial real estate (CRE):   
Owner-occupied$894,876 $865,705 $845,320 $845,184 3.4 %5.9 %
Investment properties1,558,176 1,520,261 1,589,975 1,628,105 2.5 %(4.3)%
Small balance CRE1,172,825 1,179,749 1,200,251 1,191,903 (0.6)%(1.6)%
Multifamily real estate699,830 696,864 645,071 575,183 0.4 %21.7 %
Construction, land and land development:
Commercial construction183,765 191,051 184,876 193,984 (3.8)%(5.3)%
Multifamily construction433,868 362,425 325,816 256,952 19.7 %68.9 %
One- to four-family construction547,200 584,655 647,329 625,488 (6.4)%(12.5)%
Land and land development345,053 329,438 328,475 320,041 4.7 %7.8 %
Commercial business:
Commercial business1,308,685 1,260,478 1,275,813 1,176,287 3.8 %11.3 %
SBA PPP4,541 5,569 7,594 30,651 (18.5)%(85.2)%
Small business scored982,283 960,650 947,092 865,828 2.3 %13.5 %
Agricultural business, including secured by farmland:
Agricultural business, including secured by farmland310,100 272,377 294,743 283,059 13.8 %9.6 %
SBA PPP20 330 334 356 (93.9)%(94.4)%
One- to four-family residential1,340,126 1,252,104 1,173,112 868,175 7.0 %54.4 %
Consumer:
Consumer—home equity revolving lines of credit577,725 564,334 566,291 506,524 2.4 %14.1 %
Consumer—other113,334 114,694 114,632 89,109 (1.2)%27.2 %
Total loans receivable$10,472,407 $10,160,684 $10,146,724 $9,456,829 3.1 %10.7 %
Loans 30 - 89 days past due and on accrual$6,259 $14,037 $17,186 $8,336 
Total delinquent loans (including loans on non-accrual), net$29,135 $37,251 $32,371 $18,123 
Total delinquent loans  /  Total loans receivable0.28 %0.37 %0.32 %0.19 %

LOANS BY GEOGRAPHIC LOCATIONPercentage Change
Jun 30, 2023Mar 31, 2023Dec 31, 2022Jun 30, 2022Prior QtrPrior Yr Qtr
AmountPercentageAmountAmountAmount
Washington$4,945,074 47.2%$4,808,821 $4,777,546 $4,436,092 2.8 %11.5 %
California2,537,121 24.2%2,490,666 2,484,980 2,227,532 1.9 %13.9 %
Oregon1,913,929 18.3%1,823,057 1,826,743 1,699,238 5.0 %12.6 %
Idaho595,065 5.7%565,335 565,586 562,464 5.3 %5.8 %
Utah62,720 0.6%67,085 75,967 94,508 (6.5)%(33.6)%
Other418,498 4.0%405,720 415,902 436,995 3.1 %(4.2)%
Total loans receivable$10,472,407 100.0%$10,160,684 $10,146,724 $9,456,829 3.1 %10.7 %





BANR - Second Quarter 2023 Results
July 19, 2023
Page 9

ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)


LOAN ORIGINATIONSQuarters Ended
Jun 30, 2023Mar 31, 2023Jun 30, 2022
Commercial real estate$94,640 $75,768 $121,365 
Multifamily real estate3,441 35,520 2,959 
Construction and land488,980 247,842 643,832 
Commercial business128,404 131,826 245,997 
Agricultural business28,367 23,181 26,786 
One-to four-family residential 52,618 34,265 126,963 
Consumer112,555 60,888 193,853 
Total loan originations (excluding loans held for sale)$909,005 $609,290 $1,361,755 




BANR - Second Quarter 2023 Results
July 19, 2023
Page 10
ADDITIONAL FINANCIAL INFORMATION   
(dollars in thousands)   
 
  Quarters Ended
CHANGE IN THEJun 30, 2023Mar 31, 2023Jun 30, 2022
ALLOWANCE FOR CREDIT LOSSES – LOANS   
Balance, beginning of period$141,457 $141,465 $125,471 
Provision for credit losses – loans3,559 774 3,144 
Recoveries of loans previously charged off:
Commercial real estate74 184 129 
One- to four-family real estate36 117 98 
Commercial business524 119 234 
Agricultural business, including secured by farmland109 14 
Consumer117 169 112 
 753 698 587 
Loans charged off:
Construction and land(156)— — 
One- to four-family real estate(4)(30)— 
Commercial business(566)(1,158)(248)
Consumer(363)(292)(252)
 (1,089)(1,480)(500)
Net (charge-offs) recoveries(336)(782)87 
Balance, end of period$144,680 $141,457 $128,702 
Net (charge-offs) recoveries / Average loans receivable(0.003)%(0.008)%0.001 %
ALLOCATION OF 
ALLOWANCE FOR CREDIT LOSSES – LOANSJun 30, 2023Mar 31, 2023Jun 30, 2022
Commercial real estate$43,636 $42,975 $46,373 
Multifamily real estate8,039 8,475 6,906 
Construction and land29,844 28,433 26,939 
One- to four-family real estate16,737 15,736 9,573 
Commercial business33,880 33,735 28,673 
Agricultural business, including secured by farmland3,573 3,094 3,002 
Consumer8,971 9,009 7,236 
Total allowance for credit losses – loans$144,680 $141,457 $128,702 
Allowance for credit losses - loans / Total loans receivable1.38 %1.39 %1.36 %
Allowance for credit losses - loans / Non-performing loans513 %528 %688 %
 
  Quarters Ended
CHANGE IN THEJun 30, 2023Mar 31, 2023Jun 30, 2022
ALLOWANCE FOR CREDIT LOSSES - UNFUNDED LOAN COMMITMENTS   
Balance, beginning of period$13,443 $14,721 $12,860 
Provision (recapture) for credit losses - unfunded loan commitments1,221 (1,278)1,386 
Balance, end of period$14,664 $13,443 $14,246 



BANR - Second Quarter 2023 Results
July 19, 2023
Page 11
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
NON-PERFORMING ASSETS
 Jun 30, 2023Mar 31, 2023Dec 31, 2022Jun 30, 2022
Loans on non-accrual status:   
Secured by real estate:   
Commercial$2,478 $2,815 $3,683 $10,041 
Construction and land2,280 172 181 200 
One- to four-family7,605 6,789 5,236 2,002 
Commercial business8,439 9,365 9,886 1,521 
Agricultural business, including secured by farmland3,997 4,074 594 1,022 
Consumer3,272 2,247 2,126 1,874 
 28,071 25,462 21,706 16,660 
Loans more than 90 days delinquent, still on accrual:   
Secured by real estate:   
Commercial— — — 899 
One- to four-family60 445 1,023 1,053 
Commercial business— — — 20 
Consumer49 865 264 83 
 109 1,310 1,287 2,055 
Total non-performing loans28,180 26,772 22,993 18,715 
REO546 340 340 340 
Other repossessed assets— 17 17 17 
Total non-performing assets$28,726 $27,129 $23,350 $19,072 
Total non-performing assets to total assets0.18 %0.17 %0.15 %0.12 %

LOANS BY CREDIT RISK RATING
 Jun 30, 2023Mar 31, 2023Dec 31, 2022Jun 30, 2022
Pass$10,315,687 $10,008,385 $10,000,493 $9,274,655 
Special Mention11,745 4,251 9,081 27,711 
Substandard144,975 148,048 137,150 154,463 
Total$10,472,407 $10,160,684 $10,146,724 $9,456,829 



BANR - Second Quarter 2023 Results
July 19, 2023
Page 12

ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands) 
DEPOSIT COMPOSITIONPercentage Change
Jun 30, 2023Mar 31, 2023Dec 31, 2022Jun 30, 2022Prior QtrPrior Yr Qtr
Non-interest-bearing$5,369,187 $5,764,009 $6,176,998 $6,388,815 (6.8)%(16.0)%
Interest-bearing checking1,908,402 1,794,477 1,811,153 1,859,582 6.3 %2.6 %
Regular savings accounts2,588,298 2,502,084 2,710,090 2,801,177 3.4 %(7.6)%
Money market accounts1,876,569 2,143,700 2,198,288 2,406,678 (12.5)%(22.0)%
Total interest-bearing transaction and savings accounts6,373,269 6,440,261 6,719,531 7,067,437 (1.0)%(9.8)%
Total core deposits11,742,456 12,204,270 12,896,529 13,456,252 (3.8)%(12.7)%
Interest-bearing certificates1,356,600 949,932 723,530 756,312 42.8 %79.4 %
Total deposits$13,099,056 $13,154,202 $13,620,059 $14,212,564 (0.4)%(7.8)%

GEOGRAPHIC CONCENTRATION OF DEPOSITS
Jun 30, 2023Mar 31, 2023Dec 31, 2022Jun 30, 2022Percentage Change
AmountPercentageAmountAmountAmountPrior QtrPrior Yr Qtr
Washington$7,255,731 55.5 %$7,237,499 $7,563,056 $7,820,321 0.3 %(7.2)%
Oregon2,914,267 22.2 %2,911,788 2,998,572 3,123,110 0.1 %(6.7)%
California2,257,247 17.2 %2,309,174 2,331,524 2,520,493 (2.2)%(10.4)%
Idaho671,811 5.1 %695,741 726,907 748,640 (3.4)%(10.3)%
Total deposits$13,099,056 100.0 %$13,154,202 $13,620,059 $14,212,564 (0.4)%(7.8)%

INCLUDED IN TOTAL DEPOSITS
Jun 30, 2023Mar 31, 2023Dec 31, 2022Jun 30, 2022
Public non-interest-bearing accounts$191,591 $177,913 $212,533 $220,694 
Public interest-bearing transaction & savings accounts189,140 183,924 180,326 179,930 
Public interest-bearing certificates45,840 26,857 26,810 37,415 
Total public deposits$426,571 $388,694 $419,669 $438,039 
Collateralized public deposits$309,665 $277,725 $304,244 $328,589 
Total brokered deposits$203,649 $— $— $— 
AVERAGE ACCOUNT BALANCE PER DEPOSIT ACCOUNT
Jun 30, 2023Mar 31, 2023Dec 31, 2022Jun 30, 2022
Number of deposit accounts467,490 $462,880 $471,140 $495,249 
Average account balance per account$28 $28 $29 $29 





BANR - Second Quarter 2023 Results
July 19, 2023
Page 13
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
ESTIMATED REGULATORY CAPITAL RATIOS AS OF JUNE 30, 2023ActualMinimum to be categorized as "Adequately Capitalized"Minimum to be
categorized as
"Well Capitalized"
AmountRatioAmountRatioAmountRatio
Banner Corporation-consolidated:    
      Total capital to risk-weighted assets$1,832,222 14.14 %$1,036,732 8.00 %$1,295,915 10.00 %
      Tier 1 capital to risk-weighted assets1,587,820 12.25 %777,549 6.00 %777,549 6.00 %
      Tier 1 leverage capital to average assets1,587,820 10.22 %621,427 4.00 % n/a n/a
      Common equity tier 1 capital to risk-weighted assets1,501,320 11.59 %583,162 4.50 % n/a n/a
Banner Bank:    
      Total capital to risk-weighted assets1,734,777 13.39 %1,036,372 8.00 %1,295,465 10.00 %
      Tier 1 capital to risk-weighted assets1,583,875 12.23 %777,279 6.00 %1,036,372 8.00 %
      Tier 1 leverage capital to average assets1,583,875 10.20 %621,054 4.00 %776,318 5.00 %
      Common equity tier 1 capital to risk-weighted assets1,583,875 12.23 %582,959 4.50 %842,052 6.50 %

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


BANR - Second Quarter 2023 Results
July 19, 2023
Page 14
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
(rates / ratios annualized)
ANALYSIS OF NET INTEREST SPREADQuarters Ended
Jun 30, 2023Mar 31, 2023Jun 30, 2022
Average BalanceInterest and Dividends
Yield / Cost(3)
Average BalanceInterest and Dividends
Yield / Cost(3)
Average BalanceInterest and Dividends
Yield / Cost(3)
Interest-earning assets:
Held for sale loans
$56,073 $738 5.28 %$52,657 $671 5.17 %$69,338 $655 3.79 %
Mortgage loans
8,413,392 112,097 5.34 %8,267,386 106,900 5.24 %7,565,894 85,408 4.53 %
Commercial/agricultural loans
1,763,264 27,616 6.28 %1,702,553 25,176 6.00 %1,572,957 17,153 4.37 %
SBA PPP loans5,247 67 5.12 %6,792 50 2.99 %45,739 1,056 9.26 %
Consumer and other loans
138,902 2,137 6.17 %137,096 2,115 6.26 %117,162 1,683 5.76 %
Total loans(1)
10,376,878 142,655 5.51 %10,166,484 134,912 5.38 %9,371,090 105,955 4.54 %
Mortgage-backed securities
2,958,700 18,429 2.50 %3,093,860 19,123 2.51 %3,170,915 16,965 2.15 %
Other securities
1,184,503 12,932 4.38 %1,404,355 15,095 4.36 %1,626,204 10,326 2.55 %
Interest-bearing deposits with banks
44,922 557 4.97 %53,584 608 4.60 %1,176,591 2,281 0.78 %
FHLB stock
25,611 157 2.46 %14,236 90 2.56 %10,000 100 4.01 %
Total investment securities4,213,736 32,075 3.05 %4,566,035 34,916 3.10 %5,983,710 29,672 1.99 %
Total interest-earning assets
14,590,614 174,730 4.80 %14,732,519 169,828 4.68 %15,354,800 135,627 3.54 %
Non-interest-earning assets939,100   921,217 1,282,649   
Total assets
$15,529,714   $15,653,736 $16,637,449   
Deposits:      
Interest-bearing checking accounts
$1,870,605 2,331 0.50 %$1,779,664 906 0.21 %$1,924,896 289 0.06 %
Savings accounts
2,536,713 4,895 0.77 %2,615,173 1,884 0.29 %2,841,286 352 0.05 %
Money market accounts
1,957,553 6,007 1.23 %2,167,138 3,799 0.71 %2,431,456 531 0.09 %
Certificates of deposit
1,126,647 7,306 2.60 %810,821 2,655 1.33 %783,536 836 0.43 %
Total interest-bearing deposits
7,491,518 20,539 1.10 %7,372,796 9,244 0.51 %7,981,174 2,008 0.10 %
Non-interest-bearing deposits
5,445,960 — — %5,960,791 — — %6,456,432 — — %
Total deposits
12,937,478 20,539 0.64 %13,333,587 9,244 0.28 %14,437,606 2,008 0.06 %
Other interest-bearing liabilities:       
FHLB advances
390,705 5,157 5.29 %105,984 1,264 4.84 %— — — %
Other borrowings
188,060 771 1.64 %229,459 381 0.67 %252,085 80 0.13 %
Junior subordinated debentures and subordinated notes
185,096 2,824 6.12 %189,178 2,760 5.92 %189,178 1,902 4.03 %
Total borrowings
763,861 8,752 4.60 %524,621 4,405 3.41 %441,263 1,982 1.80 %
Total funding liabilities
13,701,339 29,291 0.86 %13,858,208 13,649 0.40 %14,878,869 3,990 0.11 %
Other non-interest-bearing liabilities(2)
279,232   293,205 239,676   
Total liabilities
13,980,571   14,151,413 15,118,545   
Shareholders’ equity1,549,143   1,502,323 1,518,904   
Total liabilities and shareholders’ equity$15,529,714   $15,653,736 $16,637,449   
Net interest income/rate spread (tax equivalent)$145,439 3.94 %$156,179 4.28 %$131,637 3.43 %
Net interest margin (tax equivalent)4.00 %4.30 %3.44 %
Reconciliation to reported net interest income:
Adjustments for taxable equivalent basis(2,921)(2,867)(2,626)
Net interest income and margin, as reported$142,518 3.92 %$153,312 4.22 %$129,011 3.37 %
Additional Key Financial Ratios:
Return on average assets1.02 %1.44 %1.16 %
Return on average equity10.25 %15.00 %12.67 %
Average equity/average assets9.98 %9.60 %9.13 %
Average interest-earning assets/average interest-bearing liabilities176.74 %186.55 %182.31 %
Average interest-earning assets/average funding liabilities106.49 %106.31 %103.20 %
Non-interest income/average assets0.22 %0.24 %0.66 %
Non-interest expense/average assets2.46 %2.45 %2.22 %
Efficiency ratio(4)
63.21 %58.20 %58.94 %
Adjusted efficiency ratio(5)
58.58 %54.23 %59.46 %
(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 $1.8 million, $1.7 million and $1.4 million for the quarters ended June 30, 2023, March 31, 2023 and June 30, 2022, respectively. The tax equivalent yield adjustment to interest earned on tax exempt securities was $1.1 million for the quarter ended June 30, 2023 and $1.2 million for both the quarters ended March 31, 2023 and June 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 - Second Quarter 2023 Results
July 19, 2023
Page 15
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
(rates / ratios annualized)
ANALYSIS OF NET INTEREST SPREADSix Months Ended
Jun 30, 2023Jun 30, 2022
Average BalanceInterest and Dividends
Yield/Cost(3)
Average BalanceInterest and Dividends
Yield/Cost(3)
Interest-earning assets:
Held for sale loans
$54,375 $1,409 5.23 %$103,508 $1,770 3.45 %
Mortgage loans
8,340,792 218,997 5.29 %7,453,483 166,440 4.50 %
Commercial/agricultural loans
1,733,075 52,792 6.14 %1,526,345 32,164 4.25 %
SBA PPP loans6,016 117 3.92 %67,111 3,840 11.54 %
Consumer and other loans
138,004 4,252 6.21 %116,525 3,383 5.85 %
Total loans(1)
10,272,262 277,567 5.45 %9,266,972 207,597 4.52 %
Mortgage-backed securities
3,025,907 37,552 2.50 %3,073,630 31,200 2.05 %
Other securities
1,294,743 28,027 4.37 %1,600,164 18,755 2.36 %
Equity securities— — — %— — — %
Interest-bearing deposits with banks
49,229 1,165 4.77 %1,435,629 3,101 0.44 %
FHLB stock
19,955 247 2.50 %10,873 206 3.82 %
Total investment securities4,389,834 66,991 3.08 %6,120,296 53,262 1.75 %
Total interest-earning assets
14,662,096 344,558 4.74 %15,387,268 260,859 3.42 %
Non-interest-earning assets930,208  1,327,169 
Total assets
$15,592,304  $16,714,437 
Deposits:  
Interest-bearing checking accounts
$1,825,386 3,237 0.36 %$1,941,766 562 0.06 %
Savings accounts
2,575,726 6,779 0.53 %2,829,098 706 0.05 %
Money market accounts
2,061,767 9,806 0.96 %2,411,152 1,037 0.09 %
Certificates of deposit
969,607 9,961 2.07 %804,167 1,789 0.45 %
Total interest-bearing deposits
7,432,486 29,783 0.81 %7,986,183 4,094 0.10 %
Non-interest-bearing deposits
5,701,953 — — %6,438,885 — — %
Total deposits
13,134,439 29,783 0.46 %14,425,068 4,094 0.06 %
Other interest-bearing liabilities:      
FHLB advances
249,131 6,421 5.20 %20,994 291 2.80 %
Other borrowings
208,645 1,152 1.11 %259,078 164 0.13 %
Junior subordinated debentures and subordinated notes
188,142 5,584 5.99 %190,573 3,678 3.89 %
Total borrowings
645,918 13,157 4.11 %470,645 4,133 1.77 %
Total funding liabilities
13,780,357 42,940 0.63 %14,895,713 8,227 0.11 %
Other non-interest-bearing liabilities(2)
286,084  232,853 
Total liabilities
14,066,441  15,128,566 
Shareholders’ equity1,525,863  1,585,871 
Total liabilities and shareholders’ equity$15,592,304  $16,714,437 
Net interest income/rate spread (tax equivalent)$301,618 4.11 %$252,632 3.31 %
Net interest margin (tax equivalent)4.15 %3.31 %
Reconciliation to reported net interest income:
Adjustments for taxable equivalent basis(5,788)(4,967)
Net interest income and margin, as reported$295,830 4.07 %$247,665 3.25 %
Additional Key Financial Ratios:
Return on average assets1.23 %1.11 %
Return on average equity12.57 %11.69 %
Average equity/average assets9.79 %9.49 %
Average interest-earning assets/average interest-bearing liabilities181.50 %181.95 %
Average interest-earning assets/average funding liabilities106.40 %103.30 %
Non-interest income/average assets0.23 %0.56 %
Non-interest expense/average assets2.46 %2.21 %
Efficiency ratio(4)
60.61 %62.27 %
Adjusted efficiency ratio(5)
56.33 %60.72 %
(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 $3.5 million and $2.7 million for the years ended June 30, 2023 and June 30, 2022, respectively. The tax equivalent yield adjustment to interest earned on tax exempt securities was $2.3 million and $2.2 million for the years ended June 30, 2023 and June 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 the discussion and reconciliation of Non-GAAP Financial Measures beginning on page 16.



BANR - Second Quarter 2023 Results
July 19, 2023
Page 16
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 (both of which exclude goodwill and other intangible assets, net), and references to adjusted revenue (which excludes fair value adjustments and net gain (loss) on the sale of securities from the total of net interest income and total non-interest income) and the adjusted efficiency ratio (which excludes Banner Forward expenses, amortization of core deposit intangibles, real estate owned operations, loss on extinguishment of debt and state/municipal taxes from non-interest expense divided by adjusted revenue) 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 REVENUEQuarters EndedSix Months Ended
Jun 30, 2023Mar 31, 2023Jun 30, 2022Jun 30, 2023Jun 30, 2022
Net interest income (GAAP)$142,518 $153,312 $129,011 $295,830 $247,665 
Non-interest income (GAAP)8,422 9,277 27,173 17,699 46,600 
Total revenue (GAAP)150,940 162,589 156,184 313,529 294,265 
Exclude: Net loss (gain) on sale of securities4,527 7,252 (32)11,779 (467)
Net change in valuation of financial instruments carried at fair value3,151 552 (69)3,703 (118)
Gain on sale of branches— — (7,804)— (7,804)
Adjusted revenue (non-GAAP)$158,618 $170,393 $148,279 $329,011 $285,876 

ADJUSTED EARNINGSQuarters EndedSix Months Ended
Jun 30, 2023Mar 31, 2023Jun 30, 2022Jun 30, 2023Jun 30, 2022
Net income (GAAP)$39,591 $55,555 $47,965 $95,146 $91,928 
Exclude: Net loss (gain) on sale of securities4,527 7,252 (32)11,779 (467)
Net change in valuation of financial instruments carried at fair value3,151 552 (69)3,703 (118)
Gain on sale of branches— — (7,804)— (7,804)
Banner Forward expenses195 143 1,579 338 4,044 
Loss on extinguishment of debt— — — — 793 
Related net tax benefit(1,890)(1,907)1,518 (3,797)852 
Total adjusted earnings (non-GAAP)$45,574 $61,595 $43,157 $107,169 $89,228 
Diluted earnings per share (GAAP)$1.15 $1.61 $1.39 $2.76 $2.66 
Diluted adjusted earnings per share (non-GAAP)$1.32 $1.79 $1.25 $3.11 $2.58 




BANR - Second Quarter 2023 Results
July 19, 2023
Page 17
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
ADJUSTED EFFICIENCY RATIOQuarters EndedYears Ended
Jun 30, 2023Mar 31, 2023Jun 30, 2022Jun 30, 2023Jun 30, 2022
Non-interest expense (GAAP)$95,405 $94,621 $92,053 $190,026 $183,248 
Exclude: Banner Forward expenses(195)(143)(1,579)(338)(4,044)
CDI amortization(991)(1,050)(1,425)(2,041)(2,849)
State/municipal tax expense(1,229)(1,300)(1,004)(2,529)(2,166)
REO operations(75)277 121 202 200 
Loss on extinguishment of debt— — — — (793)
Adjusted non-interest expense (non-GAAP)$92,915 $92,405 $88,166 $185,320 $173,596 
Net interest income (GAAP)$142,518 $153,312 $129,011 $295,830 $247,665 
Non-interest income (GAAP)8,422 9,277 27,173 17,699 46,600 
Total revenue (GAAP)150,940 162,589 156,184 313,529 294,265 
Exclude: Net loss (gain) on sale of securities4,527 7,252 (32)11,779 (467)
Net change in valuation of financial instruments carried at fair value3,151 552 (69)3,703 (118)
Gain on sale of branches— — (7,804)— (7,804)
Adjusted revenue (non-GAAP)$158,618 $170,393 $148,279 $329,011 $285,876 
Efficiency ratio (GAAP)63.21 %58.20 %58.94 %60.61 %62.27 %
Adjusted efficiency ratio (non-GAAP)58.58 %54.23 %59.46 %56.33 %60.72 %

TANGIBLE COMMON SHAREHOLDERS’ EQUITY TO TANGIBLE ASSETS
Jun 30, 2023Mar 31, 2023Dec 31, 2022Jun 30, 2022
Shareholders’ equity (GAAP)$1,542,513 $1,531,695 $1,456,432 $1,485,830 
Exclude goodwill and other intangible assets, net380,520 381,511 382,561 384,991 
Tangible common shareholders’ equity (non-GAAP)$1,161,993 $1,150,184 $1,073,871 $1,100,839 
Total assets (GAAP)$15,584,736 $15,533,603 $15,833,431 $16,385,197 
Exclude goodwill and other intangible assets, net380,520 381,511 382,561 384,991 
Total tangible assets (non-GAAP)$15,204,216 $15,152,092 $15,450,870 $16,000,206 
Common shareholders’ equity to total assets (GAAP)9.90 %9.86 %9.20 %9.07 %
Tangible common shareholders’ equity to tangible assets (non-GAAP)7.64 %7.59 %6.95 %6.88 %
TANGIBLE COMMON SHAREHOLDERS’ EQUITY PER SHARE
Tangible common shareholders’ equity (non-GAAP)$1,161,993 $1,150,184 $1,073,871 $1,100,839 
Common shares outstanding at end of period34,344,627 34,308,540 34,194,018 34,191,330 
Common shareholders’ equity (book value) per share (GAAP)$44.91 $44.64 $42.59 $43.46 
Tangible common shareholders’ equity (tangible book value) per share (non-GAAP)$33.83 $33.52 $31.41 $32.20 


 


 
• • • • • • • • •


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 
ACL - Loans 141.5 4.4 (1.1) (0.3) 3.6 144.7 ACL - Unfunded Commitments 13.4 (0.1) 1.4 0.0 1.2 14.7 ACL - HTM Securities 0.4 (0.0) (0.0) 0.0 (0.0) 0.4 ACL - AFS Securities 0.0 0.0 2.0 0.0 2.0 2.0 Total ACL 155.3 4.2 2.2 (0.3) 6.8 161.7 $155.3 $161.7


 


 


 
PRE-TAX PRE-PROVISION EARNINGS Jun 30, 2023 Mar 31, 2023 Jun 30, 2022 Income before provision for income taxes (GAAP) 48,771$ 68,492$ 59,597$ Provision/(Recapture) for credit losses 6,764 (524) 4,534 Pretax pre provision earnings (non-GAAP) 55,535 67,968 64,131 Exclude net loss/(gain) on sale of securities 4,527 7,252 (32) Exclude net change in valuation of financial instruments carried at fair value 3,151 552 (69) Exclude gain on sale of branches - - (7,804) Exclude Banner Forward expenses 195 143 1,579 Adjusted pretax pre provision earnings (non-GAAP) 63,408$ 75,915$ 57,805$ Quarters Ended


 


 
v3.23.2
Cover
Jul. 19, 2023
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 19, 2023
Entity Registrant Name Banner Corporation
Entity Incorporation, State or Country Code WA
Entity File Number 000-26584
Entity Tax Identification Number 91-1691604
Entity Address, Address Line One 10 S. First Avenue,
Entity Address, City or Town Walla Walla
Entity Address, State or Province WA
Entity Address, Postal Zip Code 99362
City Area Code 509
Local Phone Number 527-3636
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $.01 per share
Trading Symbol BANR
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000946673
Amendment Flag false

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