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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 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 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

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




Exhibit 99.1

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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 OPERATIONSQuarters EndedNine Months Ended
(in thousands except shares and per share data)Sep 30, 2023Jun 30, 2023Sep 30, 2022Sep 30, 2023Sep 30, 2022
INTEREST INCOME:    
Loans receivable$149,254 $140,848 $116,610 $423,359 $321,466 
Mortgage-backed securities17,691 18,285 17,558 54,954 48,486 
Securities and cash equivalents12,119 12,676 16,951 39,521 37,059 
Total interest income179,064 171,809 151,119 517,834 407,011 
INTEREST EXPENSE:    
Deposits31,001 20,539 2,407 60,784 6,501 
Federal Home Loan Bank (FHLB) advances2,233 5,157 — 8,654 291 
Other borrowings1,099 771 81 2,251 245 
Subordinated debt
2,965 2,824 2,188 8,549 5,866 
Total interest expense37,298 29,291 4,676 80,238 12,903 
Net interest income141,766 142,518 146,443 437,596 394,108 
PROVISION FOR CREDIT LOSSES2,027 6,764 6,087 8,267 3,660 
Net interest income after provision for credit losses139,739 135,754 140,356 429,329 390,448 
NON-INTEREST INCOME:    
Deposit fees and other service charges10,916 10,600 11,449 32,078 33,638 
Mortgage banking operations2,049 1,686 105 6,426 8,523 
Bank-owned life insurance2,062 2,386 1,804 6,636 5,674 
Miscellaneous942 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 income12,658 8,422 15,585 30,357 62,185 
NON-INTEREST EXPENSE:    
Salary and employee benefits61,091 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 equipment11,722 11,994 12,008 35,686 38,512 
Information and computer data services7,118 7,082 6,803 21,347 19,451 
Payment and card processing services5,172 4,669 5,508 14,459 16,086 
Professional and legal expenses3,042 2,400 2,619 7,563 7,677 
Advertising and marketing1,362 940 1,326 3,108 2,609 
Deposit insurance2,874 2,839 1,946 7,603 4,910 
State and municipal business and use taxes1,359 1,229 1,223 3,888 3,389 
Real estate operations, net(383)75 68 (585)(132)
Amortization of core deposit intangibles857 991 1,215 2,898 4,064 
Loss on extinguishment of debt— — — — 793 
Miscellaneous6,175 5,671 6,663 17,884 18,402 
Total non-interest expense95,891 95,405 95,034 285,917 278,282 
Income before provision for income taxes56,506 48,771 60,907 173,769 174,351 
PROVISION FOR INCOME TAXES10,652 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:    
Basic34,379,865 34,373,434 34,224,640 34,331,458 34,277,182 
Diluted34,429,726 34,409,024 34,416,017 34,439,214 34,499,246 
Increase (decrease) in common shares outstanding1,322 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, 2023Jun 30, 2023Dec 31, 2022Sep 30, 2022Prior QtrPrior Yr Qtr
ASSETS   
Cash and due from banks$207,171 $229,918 $198,154 $273,052 (9.9)%(24.1)%
Interest-bearing deposits44,535 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 - trading25,268 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 stock15,600 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 sale54,158 60,612 56,857 84,358 (10.6)%(35.8)%
Loans receivable10,611,417 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 receivable61,040 57,007 57,284 50,689 7.1 %20.4 %
Property and equipment, net136,504 135,414 138,754 141,280 0.8 %(3.4)%
Goodwill373,121 373,121 373,121 373,121 — %— %
Other intangibles, net6,542 7,399 9,440 10,655 (11.6)%(38.6)%
Bank-owned life insurance303,347 301,260 297,565 295,443 0.7 %2.7 %
Operating lease right-of-use assets43,447 45,812 49,283 51,908 (5.2)%(16.3)%
Other assets402,541 384,070 355,493 372,848 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 accounts6,518,385 6,373,269 6,719,531 7,004,799 2.3 %(6.9)%
Interest-bearing certificates1,458,313 1,356,600 723,530 721,944 7.5 %102.0 %
Total deposits13,174,552 13,099,056 13,620,059 14,234,266 0.6 %(7.4)%
Advances from FHLB140,000 270,000 50,000 — (48.1)%nm
Other borrowings188,440 193,019 232,799 234,006 (2.4)%(19.5)%
Subordinated notes, net92,748 92,646 98,947 98,849 0.1 %(6.2)%
Junior subordinated debentures at fair value66,284 67,237 74,857 73,841 (1.4)%(10.2)%
Operating lease liabilities48,642 51,234 55,205 58,031 (5.1)%(16.2)%
Accrued expenses and other liabilities231,478 223,565 200,839 209,226 3.5 %10.6 %
Deferred compensation45,129 45,466 44,293 43,931 (0.7)%2.7 %
Total liabilities13,987,273 14,042,223 14,376,999 14,952,150 (0.4)%(6.5)%
SHAREHOLDERS’ EQUITY   
Common stock1,297,307 1,294,934 1,293,959 1,291,741 0.2 %0.4 %
Retained earnings616,215 587,027 525,242 486,108 5.0 %26.8 %
Accumulated other comprehensive loss
(392,915)(339,448)(362,769)(369,190)15.8 %6.4 %
Total shareholders’ equity1,520,607 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 period34,345,949 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 ratio10.40 %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
LOANSSep 30, 2023Jun 30, 2023Dec 31, 2022Sep 30, 2022Prior QtrPrior Yr Qtr
   
Commercial real estate (CRE):   
Owner-occupied$911,540 $894,876 $845,320 $862,792 1.9 %5.7 %
Investment properties1,530,087 1,558,176 1,589,975 1,604,881 (1.8)%(4.7)%
Small balance CRE1,169,828 1,172,825 1,200,251 1,188,351 (0.3)%(1.6)%
Multifamily real estate766,571 699,830 645,071 592,834 9.5 %29.3 %
Construction, land and land development:
Commercial construction168,061 183,765 184,876 171,029 (8.5)%(1.7)%
Multifamily construction453,129 433,868 325,816 275,488 4.4 %64.5 %
One- to four-family construction536,349 547,200 647,329 666,350 (2.0)%(19.5)%
Land and land development346,362 345,053 328,475 329,459 0.4 %5.1 %
Commercial business:
Commercial business1,263,747 1,313,226 1,283,407 1,242,550 (3.8)%1.7 %
Small business scored1,000,714 982,283 947,092 906,647 1.9 %10.4 %
Agricultural business, including secured by farmland:
Agricultural business, including secured by farmland334,626 310,120 295,077 299,400 7.9 %11.8 %
One- to four-family residential1,438,694 1,340,126 1,173,112 1,025,143 7.4 %40.3 %
Consumer:
Consumer—home equity revolving lines of credit579,836 577,725 566,291 545,807 0.4 %6.2 %
Consumer—other111,873 113,334 114,632 116,365 (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 receivable0.27 %0.28 %0.32 %0.22 %

LOANS BY GEOGRAPHIC LOCATIONPercentage Change
Sep 30, 2023Jun 30, 2023Dec 31, 2022Sep 30, 2022Prior QtrPrior Yr Qtr
AmountPercentageAmountAmountAmount
Washington$5,046,028 47.6%$4,945,074 $4,777,546 $4,648,124 2.0 %8.6 %
California2,570,175 24.2%2,537,121 2,484,980 2,323,740 1.3 %10.6 %
Oregon1,929,531 18.2%1,913,929 1,826,743 1,765,254 0.8 %9.3 %
Idaho600,648 5.7%595,065 565,586 588,498 0.9 %2.1 %
Utah57,711 0.5%62,720 75,967 95,250 (8.0)%(39.4)%
Other407,324 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 ORIGINATIONSQuarters Ended
Sep 30, 2023Jun 30, 2023Sep 30, 2022
Commercial real estate$62,337 $94,640 $92,062 
Multifamily real estate12,725 3,441 4,603 
Construction and land421,656 488,980 444,365 
Commercial business157,833 128,404 218,044 
Agricultural business17,466 28,367 9,879 
One-to four-family residential 43,622 52,618 92,701 
Consumer70,043 112,555 126,940 
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 THESep 30, 2023Jun 30, 2023Sep 30, 2022
ALLOWANCE FOR CREDIT LOSSES – LOANS   
Balance, beginning of period$144,680 $141,457 $128,702 
Provision for credit losses – loans2,943 3,559 6,347 
Recoveries of loans previously charged off:
Commercial real estate170 74 88 
Construction and land29 — — 
One- to four-family real estate59 36 25 
Commercial business403 524 924 
Agricultural business, including secured by farmland19 252 
Consumer126 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 – LOANSSep 30, 2023Jun 30, 2023Sep 30, 2022
Commercial real estate$44,016 $43,636 $44,365 
Multifamily real estate8,804 8,039 7,114 
Construction and land29,389 29,844 27,985 
One- to four-family real estate17,925 16,737 12,394 
Commercial business34,065 33,880 31,854 
Agricultural business, including secured by farmland3,718 3,573 3,455 
Consumer9,043 8,971 8,751 
Total allowance for credit losses – loans$146,960 $144,680 $135,918 
Allowance for credit losses - loans / Total loans receivable1.38 %1.38 %1.38 %
Allowance for credit losses - loans / Non-performing loans560 %513 %895 %
 
  Quarters Ended
CHANGE IN THESep 30, 2023Jun 30, 2023Sep 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 commitments346 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, 2023Jun 30, 2023Dec 31, 2022Sep 30, 2022
Loans on non-accrual status:   
Secured by real estate:   
Commercial$1,365 $2,478 $3,683 $6,997 
Construction and land5,538 2,280 181 299 
One- to four-family5,480 7,605 5,236 2,381 
Commercial business5,289 8,439 9,886 1,462 
Agricultural business, including secured by farmland3,170 3,997 594 594 
Consumer3,378 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-family1,799 60 1,023 1,556 
Commercial business— — — 64 
Consumer245 49 264 61 
 2,044 109 1,287 1,681 
Total non-performing loans26,264 28,180 22,993 15,193 
REO546 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 assets0.17 %0.18 %0.15 %0.10 %

LOANS BY CREDIT RISK RATING
 Sep 30, 2023Jun 30, 2023Dec 31, 2022Sep 30, 2022
Pass$10,467,498 $10,315,687 $10,000,493 $9,672,473 
Special Mention19,394 11,745 9,081 18,251 
Substandard124,525 144,975 137,150 136,372 
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 COMPOSITIONPercentage Change
Sep 30, 2023Jun 30, 2023Dec 31, 2022Sep 30, 2022Prior QtrPrior Yr Qtr
Non-interest-bearing$5,197,854 $5,369,187 $6,176,998 $6,507,523 (3.2)%(20.1)%
Interest-bearing checking2,006,866 1,908,402 1,811,153 1,856,244 5.2 %8.1 %
Regular savings accounts2,751,453 2,588,298 2,710,090 2,824,711 6.3 %(2.6)%
Money market accounts1,760,066 1,876,569 2,198,288 2,323,844 (6.2)%(24.3)%
Total interest-bearing transaction and savings accounts6,518,385 6,373,269 6,719,531 7,004,799 2.3 %(6.9)%
Total core deposits11,716,239 11,742,456 12,896,529 13,512,322 (0.2)%(13.3)%
Interest-bearing certificates1,458,313 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, 2023Jun 30, 2023Dec 31, 2022Sep 30, 2022Percentage Change
AmountPercentageAmountAmountAmountPrior QtrPrior Yr Qtr
Washington$7,241,341 55.0 %$7,255,731 $7,563,056 $7,845,755 (0.2)%(7.7)%
Oregon2,918,446 22.1 %2,914,267 2,998,572 3,148,520 0.1 %(7.3)%
California2,342,345 17.8 %2,257,247 2,331,524 2,493,977 3.8 %(6.1)%
Idaho672,420 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, 2023Jun 30, 2023Dec 31, 2022Sep 30, 2022
Public non-interest-bearing accounts$169,058 $191,591 $212,533 $192,742 
Public interest-bearing transaction & savings accounts188,831 189,140 180,326 172,567 
Public interest-bearing certificates46,349 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, 2023Jun 30, 2023Dec 31, 2022Sep 30, 2022
Number of deposit accounts466,159 467,490 471,140 477,082 
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, 2023ActualMinimum to be categorized as "Adequately Capitalized"Minimum to be
categorized as
"Well Capitalized"
AmountRatioAmountRatioAmountRatio
Banner Corporation-consolidated:    
      Total capital to risk-weighted assets$1,873,419 14.34 %$1,045,239 8.00 %$1,306,548 10.00 %
      Tier 1 capital to risk-weighted assets1,621,146 12.41 %783,929 6.00 %783,929 6.00 %
      Tier 1 leverage capital to average assets1,621,146 10.40 %623,306 4.00 % n/a n/a
      Common equity tier 1 capital to risk-weighted assets1,534,646 11.75 %587,947 4.50 % n/a n/a
Banner Bank:    
      Total capital to risk-weighted assets1,768,801 13.54 %1,045,221 8.00 %1,306,526 10.00 %
      Tier 1 capital to risk-weighted assets1,616,528 12.37 %783,916 6.00 %1,045,221 8.00 %
      Tier 1 leverage capital to average assets1,616,528 10.38 %623,184 4.00 %778,980 5.00 %
      Common equity tier 1 capital to risk-weighted assets1,616,528 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 SPREADQuarters Ended
Sep 30, 2023Jun 30, 2023Sep 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
$56,697 $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 loans4,298 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 securities3,994,771 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 assets932,364   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’ equity1,557,578   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 assets1.17 %1.02 %1.18 %
Return on average equity11.68 %10.25 %12.85 %
Average equity/average assets10.02 %9.98 %9.20 %
Average interest-earning assets/average interest-bearing liabilities174.47 %176.74 %186.58 %
Average interest-earning assets/average funding liabilities106.73 %106.49 %104.57 %
Non-interest income/average assets0.32 %0.22 %0.38 %
Non-interest expense/average assets2.45 %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 SPREADNine Months Ended
Sep 30, 2023Sep 30, 2022
Average BalanceInterest and Dividends
Yield/Cost(3)
Average BalanceInterest 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 loans5,437 145 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 securities4,257,300 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 assets930,934  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’ equity1,536,550  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 assets1.21 %1.13 %
Return on average equity12.27 %12.07 %
Average equity/average assets9.86 %9.39 %
Average interest-earning assets/average interest-bearing liabilities179.07 %183.48 %
Average interest-earning assets/average funding liabilities106.51 %103.72 %
Non-interest income/average assets0.26 %0.50 %
Non-interest expense/average assets2.45 %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 REVENUEQuarters EndedNine Months Ended
Sep 30, 2023Jun 30, 2023Sep 30, 2022Sep 30, 2023Sep 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 securities2,657 4,527 (6)14,436 (473)
Net change in valuation of financial instruments carried at fair value654 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 EARNINGSQuarters EndedNine Months Ended
Sep 30, 2023Jun 30, 2023Sep 30, 2022Sep 30, 2023Sep 30, 2022
Net income (GAAP)$45,854 $39,591 $49,070 $141,000 $140,998 
Exclude: Net loss (gain) on sale of securities2,657 4,527 (6)14,436 (473)
Net change in valuation of financial instruments carried at fair value654 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 RATIOQuarters EndedNine Months Ended
Sep 30, 2023Jun 30, 2023Sep 30, 2022Sep 30, 2023Sep 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 operations383 (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 securities2,657 4,527 (6)14,436 (473)
Net change in valuation of financial instruments carried at fair value654 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, 2023Jun 30, 2023Dec 31, 2022Sep 30, 2022
Shareholders’ equity (GAAP)$1,520,607 $1,542,513 $1,456,432 $1,408,659 
Exclude goodwill and other intangible assets, net379,663 380,520 382,561 383,776 
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, net379,663 380,520 382,561 383,776 
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 period34,345,949 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 


 


 
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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


 


 
v3.23.3
Cover
Oct. 18, 2023
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Oct. 18, 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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