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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~March 31,~~June 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-15781

BERKSHIRE HILLS BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware

04-3510455

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

60 State Street

Boston

Massachusetts

02109

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 773-5601, ext. 133773

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 $0.01 per share

BHLB

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Table of Contents

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o

Non-accelerated filer o Smaller reporting company ☐

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

As of ~~May 9,~~August 7, 2023, the Registrant had ~~44,277,178~~44,009,048 shares of common stock, $0.01 par value per share, outstanding

Table of Contents

BERKSHIRE HILLS BANCORP, INC.

FORM 10-Q

INDEX

Page

PART I.

FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements (unaudited)

Consolidated Balance Sheets as of ~~March 31,~~June 30, 2023 and December 31, 2022

Consolidated Statements of Income for the Three and Six Months Ended ~~March 31,~~June 30, 2023 and 2022

Consolidated Statements of Comprehensive ~~Income/~~(Loss)/Income for the Three and Six Months Ended ~~March 31,~~June 30, 2023 and 2022

Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended ~~March 31,~~June 30, 2023 and 2022

Consolidated Statements of Cash Flows for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2023 and 2022

Notes to Consolidated Financial Statements (Unaudited)

Note 1

Basis of Presentation

Securities Available for Sale, Held to Maturity, and Equity Securities

1011

Note 4

Loans and Allowance for Credit Losses

Derivative Financial Instruments and Hedging Activities

Capital Ratios and Shareholders' Equity

Stock-Based Compensation Plans

4449

Note 12

Fair Value Measurements

4550

Note 13

Net Interest Income after Provision/(Benefit) for Credit Losses

5359

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

5460

Selected Financial Data

5460

Average Balances and Average Yields/Rates

5662

Non-GAAP Financial Measures

5764

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

6976

Item 4.

Controls and Procedures

7178

Table of Contents

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

BERKSHIRE HILLS BANCORP, INC.

CONSOLIDATED BALANCE SHEETS


		March 31, 2023			December 31, 2022			June 30, 2023		December 31, 2022
(In thousands, except share data)	(In thousands, except share data)			(In thousands, except share data)
Assets	Assets								Assets
Cash and due from banks	Cash and due from banks	$	121,589		$	145,342	Cash and due from banks	$	120,285	$	145,342
Short-term investments	Short-term investments	884,973			540,013		Short-term investments	520,315		540,013
Total cash and cash equivalents	Total cash and cash equivalents	1,006,562			685,355		Total cash and cash equivalents	640,600		685,355

Trading securities, at fair value	Trading securities, at fair value	6,584			6,708		Trading securities, at fair value	6,405		6,708
Equity securities, at fair value	Equity securities, at fair value	13,072			12,856		Equity securities, at fair value	12,868		12,856
Securities available for sale, at fair value	Securities available for sale, at fair value	1,407,271			1,423,200		Securities available for sale, at fair value	1,340,331		1,423,200
Securities held to maturity (fair values of $507,091 and $507,464)		574,606			583,453
Securities held to maturity (fair values of $487,960 and $507,464)							Securities held to maturity (fair values of $487,960 and $507,464)	563,765		583,453
Federal Home Loan Bank stock	Federal Home Loan Bank stock	44,245			7,219		Federal Home Loan Bank stock	34,714		7,219
Total securities	Total securities	2,045,778			2,033,436		Total securities	1,958,083		2,033,436
Less: Allowance for credit losses on held to maturity securities	Less: Allowance for credit losses on held to maturity securities	(71)			(91)		Less: Allowance for credit losses on held to maturity securities	(71)		(91)
Net securities	Net securities	2,045,707			2,033,345		Net securities	1,958,012		2,033,345

Loans held for sale	Loans held for sale	1,906			4,311		Loans held for sale	8,708		4,311

Total loans	Total loans	8,681,967			8,335,309		Total loans	8,882,402		8,335,309
Less: Allowance for credit losses on loans	Less: Allowance for credit losses on loans	(97,991)			(96,270)		Less: Allowance for credit losses on loans	(100,219)		(96,270)
Net loans	Net loans	8,583,976			8,239,039		Net loans	8,782,183		8,239,039

Premises and equipment, net	Premises and equipment, net	78,710			85,217		Premises and equipment, net	76,903		85,217

Other intangible assets	Other intangible assets	23,279			24,483		Other intangible assets	22,074		24,483
Cash surrender value of bank-owned life insurance policies	Cash surrender value of bank-owned life insurance policies	239,896			238,919		Cash surrender value of bank-owned life insurance policies	241,314		238,919

Other assets	Other assets	331,720			348,935		Other assets	352,307		348,935
Assets held for sale	Assets held for sale	8,220			3,260		Assets held for sale	8,220		3,260

Total assets	Total assets	$	12,319,976		$	11,662,864	Total assets	$	12,090,321	$	11,662,864

Liabilities	Liabilities						Liabilities
Demand deposits	Demand deposits	$	2,650,937		$	2,852,127	Demand deposits	$	2,594,528	$	2,852,127
NOW and other deposits	NOW and other deposits	959,417			1,054,596		NOW and other deposits	944,775		1,054,596
Money market deposits	Money market deposits	3,274,630			3,723,570		Money market deposits	3,005,081		3,723,570
Savings deposits	Savings deposits	1,069,915			1,063,269		Savings deposits	1,088,405		1,063,269
Time deposits	Time deposits	2,112,646			1,633,707		Time deposits	2,435,618		1,633,707
Total deposits	Total deposits	10,067,545			10,327,269		Total deposits	10,068,407		10,327,269
Short-term debt	Short-term debt	900,000			—		Short-term debt	470,000		—
Long-term Federal Home Loan Bank advances and other	Long-term Federal Home Loan Bank advances and other	4,395			4,445		Long-term Federal Home Loan Bank advances and other	204,345		4,445
Subordinated borrowings	Subordinated borrowings	121,176			121,064		Subordinated borrowings	121,238		121,064
Total borrowings	Total borrowings	1,025,571			125,509		Total borrowings	795,583		125,509
Other liabilities	Other liabilities	231,380			256,024		Other liabilities	252,950		256,024

Total liabilities	Total liabilities	$	11,324,496		$	10,708,802	Total liabilities	$	11,116,940	$	10,708,802
(continued)	(continued)						(continued)
		March 31, 2023			December 31, 2022			June 30, 2023		December 31, 2022

Shareholders’ equity	Shareholders’ equity						Shareholders’ equity

Common stock ($0.01 par value; 100,000,000 shares authorized and 51,903,190 shares issued and 44,411,346 shares outstanding in 2023; 51,903,190 shares issued and 44,361,222 shares outstanding in 2022)		528			528
Common stock ($0.01 par value; 100,000,000 shares authorized and 51,903,190 shares issued and 44,033,094 shares outstanding in 2023; 51,903,190 shares issued and 44,361,222 shares outstanding in 2022)							Common stock ($0.01 par value; 100,000,000 shares authorized and 51,903,190 shares issued and 44,033,094 shares outstanding in 2023; 51,903,190 shares issued and 44,361,222 shares outstanding in 2022)	528		528
Additional paid-in capital - common stock	Additional paid-in capital - common stock	1,424,563			1,424,183		Additional paid-in capital - common stock	1,423,856		1,424,183
Unearned compensation	Unearned compensation	(10,920)			(8,598)		Unearned compensation	(14,470)		(8,598)
Retained (deficit)	Retained (deficit)	(51,398)			(71,428)		Retained (deficit)	(35,490)		(71,428)
Accumulated other comprehensive (loss)	Accumulated other comprehensive (loss)	(159,066)			(181,052)		Accumulated other comprehensive (loss)	(186,240)		(181,052)
Treasury stock, at cost (7,491,844 shares in 2023 and 7,541,968 shares in 2022)		(208,227)			(209,571)
Treasury stock, at cost (7,870,096 shares in 2023 and 7,541,968 shares in 2022)							Treasury stock, at cost (7,870,096 shares in 2023 and 7,541,968 shares in 2022)	(214,803)		(209,571)
Total shareholders’ equity	Total shareholders’ equity	995,480			954,062		Total shareholders’ equity	973,381		954,062
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	12,319,976		$	11,662,864	Total liabilities and shareholders’ equity	$	12,090,321	$	11,662,864

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

BERKSHIRE HILLS BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share data)	(In thousands, except per share data)	2023		2022			(In thousands, except per share data)	2023		2022		2023		2022
Interest and dividend income	Interest and dividend income						Interest and dividend income
Loans	Loans	$	117,493	$	62,474		Loans	$	126,871	$	74,843	$	244,364	$	137,317
Securities and other	Securities and other	14,823		12,349			Securities and other	18,554		12,536		33,377		24,885
Total interest and dividend income	Total interest and dividend income	132,316		74,823			Total interest and dividend income	145,425		87,379		277,741		162,202
Interest expense	Interest expense						Interest expense
Deposits	Deposits	26,082		4,174			Deposits	35,966		4,170		62,048		8,344
Borrowings	Borrowings	8,701		1,586			Borrowings	16,700		1,851		25,401		3,437
Total interest expense	Total interest expense	34,783		5,760			Total interest expense	52,666		6,021		87,449		11,781
Net interest income	Net interest income	97,533		69,063			Net interest income	92,759		81,358		190,292		150,421
Non-interest income	Non-interest income						Non-interest income
Deposit related fees	Deposit related fees	8,311		7,351			Deposit related fees	8,571		8,005		16,882		15,356
Loan fees and other	Loan fees and other	2,469		4,939			Loan fees and other	3,189		1,113		5,658		6,052

Gain on SBA loan sales	Gain on SBA loan sales	2,494		3,345			Gain on SBA loan sales	2,910		3,619		5,404		6,964
Wealth management fees	Wealth management fees	2,739		2,625			Wealth management fees	2,583		2,775		5,322		5,400

Total fee income	Total fee income	16,013		18,260			Total fee income	17,253		15,512		33,266		33,772
Other, net	Other, net	359		3,166			Other, net	(137)		1,812		222		4,978
Gain/(loss) on securities, net		234		(745)
Fair value adjustments on securities							Fair value adjustments on securities	(22)		(973)		212		(1,718)

Total non-interest income	Total non-interest income	16,606		20,681			Total non-interest income	17,094		16,351		33,700		37,032
Total net revenue	Total net revenue	114,139		89,744			Total net revenue	109,853		97,709		223,992		187,453
Provision expense/(benefit) for credit losses	Provision expense/(benefit) for credit losses	8,999		(4,000)			Provision expense/(benefit) for credit losses	8,000		—		16,999		(4,000)
Non-interest expense	Non-interest expense						Non-interest expense
Compensation and benefits	Compensation and benefits	39,071		37,521			Compensation and benefits	39,960		37,830		79,031		75,351
Occupancy and equipment	Occupancy and equipment	9,379		10,067			Occupancy and equipment	8,970		9,438		18,349		19,505
Technology and communications	Technology and communications	9,471		8,527			Technology and communications	10,465		8,611		19,936		17,138
Marketing and promotion	Marketing and promotion	1,208		1,111			Marketing and promotion	1,510		1,472		2,718		2,583
Professional services	Professional services	3,277		2,692			Professional services	2,526		2,913		5,803		5,605
FDIC premiums and assessments	FDIC premiums and assessments	1,426		987			FDIC premiums and assessments	1,834		658		3,260		1,645

Other real estate owned and foreclosures							Other real estate owned and foreclosures	—		23		—		23
Amortization of intangible assets	Amortization of intangible assets	1,205		1,286			Amortization of intangible assets	1,205		1,286		2,410		2,572

Acquisition, restructuring, and other expenses	Acquisition, restructuring, and other expenses	(36)		18			Acquisition, restructuring, and other expenses	21		35		(15)		53
Other	Other	6,954		6,341			Other	7,557		6,209		14,511		12,550
Total non-interest expense	Total non-interest expense	71,955		68,550			Total non-interest expense	74,048		68,475		146,003		137,025

Income before income taxes	Income before income taxes	$	33,185	$	25,194		Income before income taxes	$	27,805	$	29,234	$	60,990	$	54,428
Income tax expense	Income tax expense	5,548		4,998			Income tax expense	3,944		6,119		9,492		11,117
Net income	Net income	$	27,637	$	20,196		Net income	$	23,861	$	23,115	$	51,498	$	43,311

Basic earnings per common share	Basic earnings per common share	$	0.63	$	0.42		Basic earnings per common share	$	0.55	$	0.50	$	1.18	$	0.93
Diluted earnings per common share	Diluted earnings per common share	$	0.63	$	0.42		Diluted earnings per common share	$	0.55	$	0.50	$	1.18	$	0.92

Weighted average shares outstanding:	Weighted average shares outstanding:						Weighted average shares outstanding:
Basic	Basic	43,693		47,668			Basic	43,443		45,818		43,564		46,733
Diluted	Diluted	44,036		48,067			Diluted	43,532		46,102		43,780		47,074

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

BERKSHIRE HILLS BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME/~~(LOSS)/INCOME

Three Months Ended
March 31,
(In thousands) 2023 2022
Net income $ 27,637 $ 20,196
Other comprehensive income/(loss), before tax:
Changes in unrealized gain/(loss) on debt securities available-for-sale 23,968 (101,373)
Changes in unrealized gain on derivative hedges 5,798 —
Income taxes related to other comprehensive (loss):
Changes in unrealized gain/(loss) on debt securities available-for-sale (6,224) 26,379
Changes in unrealized gain on derivative hedges (1,556) —
Total other comprehensive income/(loss) 21,986 (74,994)
Total comprehensive income/(loss) $ 49,623 $ (54,798)


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2023		2022		2023		2022
Net income	$	23,861	$	23,115	$	51,498	$	43,311
Other comprehensive (loss), before tax:
Changes in unrealized (loss) on debt securities available-for-sale	(24,842)		(60,487)		(874)		(161,860)
Changes in unrealized (loss) on derivative hedges	(11,910)		—		(6,112)		—




Income taxes related to other comprehensive (loss):
Changes in unrealized (loss) on debt securities available-for-sale	6,381		15,725		157		42,104
Changes in unrealized (loss) on derivative hedges	3,197		—		1,641		—




Total other comprehensive (loss)	(27,174)		(44,762)		(5,188)		(119,756)
Total comprehensive (loss)/income	$	(3,313)	$	(21,647)	$	46,310	$	(76,445)

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

BERKSHIRE HILLS BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY


		Common stock		Additional paid-in capital			Unearned compensation		Retained earnings (deficit)				Accumulated other comprehensive (loss)		Treasury stock												Common stock				Additional paid-in capital		Unearned compensation			Retained earnings (deficit)		Accumulated other comprehensive (loss)				Treasury stock
(In thousands)	(In thousands)		Shares			Amount											Total		(In thousands)											Amount					Treasury stock									Total
Balance at December 31, 2021			48,667	$	528		$	1,423,445			$	(9,056)					$	(139,383)			$	(3,243)			$	(89,856)		$	1,182,435
Balance at March 31, 2022																									Balance at March 31, 2022							47,792				$	528			$	1,423,679			$	(10,284)			$	(125,343)			$	(78,237)			$	(116,482)	$	1,093,861
Comprehensive (loss):	Comprehensive (loss):																								Comprehensive (loss):
Net income	Net income		—	—			—		—				20,196		—				—				20,196		Net income						—		—			—		—				23,115				—				—				23,115
Other comprehensive (loss)	Other comprehensive (loss)		—	—			—		—				—		(74,994)				—				(74,994)		Other comprehensive (loss)						—		—			—		—				—				(44,762)				—				(44,762)
Total comprehensive income/(loss)	Total comprehensive income/(loss)		—	—			—		—				20,196		(74,994)				—				(54,798)		Total comprehensive income/(loss)						—		—			—		—				23,115				(44,762)				—				(21,647)
Cash dividends declared on common shares ($0.12 per share)			—	—			—		—				(6,152)		—				—				(6,152)
Cash dividends declared on common shares ($0.24 per share)																									Cash dividends declared on common shares ($0.24 per share)						—		—			—		—				(4,769)				—				—				(4,769)

Treasury shares repurchased	Treasury shares repurchased		(972)	—			—		—				—		—				(29,254)				(29,254)		Treasury shares repurchased						(2,147)		—			—		—				—				—				(55,040)				(55,040)
Forfeited shares	Forfeited shares		(36)	—			70		983				—		—				(1,053)				—		Forfeited shares						(15)		—			9		375				—				—				(384)				—
Exercise of stock options	Exercise of stock options		1	—			—		—				(4)		—				29				25		Exercise of stock options						—		—			—		—				—				—				—				—
Restricted stock grants	Restricted stock grants		139	—			161		(4,016)				—		—				3,855				—		Restricted stock grants						175		—			391		(5,035)				—				—				4,644				—
Stock-based compensation	Stock-based compensation		—	—			—		1,805				—		—				—				1,805		Stock-based compensation						—		—			—		2,120				—				—				—				2,120

Other, net	Other, net		(7)	—			3		—				—		—				(203)				(200)		Other, net						(17)		—			2		—				—				—				(477)				(475)
Balance at March 31, 2022			47,792	$	528		$	1,423,679	$	(10,284)			$	(125,343)	$	(78,237)			$	(116,482)			$	1,093,861
Balance at June 30, 2022																									Balance at June 30, 2022						45,788		$	528		$	1,424,081	$	(12,824)			$	(106,997)			$	(122,999)			$	(167,739)			$	1,014,050

Balance at December 31, 2022			44,361	$	528		$	1,424,183	$	(8,598)			$	(71,428)	$	(181,052)			$	(209,571)			$	954,062
Balance at March 31, 2023																									Balance at March 31, 2023						44,411		$	528		$	1,424,563	$	(10,920)			$	(51,398)			$	(159,066)			$	(208,227)			$	995,480
Comprehensive income:	Comprehensive income:																								Comprehensive income:
Net income	Net income		—	—			—		—				27,637		—				—				27,637		Net income						—		—			—		—				23,861				—				—				23,861
Other comprehensive income			—	—			—		—				—		21,986				—				21,986
Other comprehensive (loss)																									Other comprehensive (loss)						—		—			—		—				—				(27,174)				—				(27,174)
Total comprehensive income	Total comprehensive income		—	—			—		—				27,637		21,986				—				49,623		Total comprehensive income						—		—			—		—				23,861				(27,174)				—				(3,313)
Impact of ASU No. 2022-02 Adoption	Impact of ASU No. 2022-02 Adoption		—	—			—		—				401		—				—				401		Impact of ASU No. 2022-02 Adoption						—		—			—		—				—				—				—				—

Cash dividends declared on common shares ($0.18 per share)			—	—			—		—				(8,008)		—				—				(8,008)
Cash dividends declared on common shares ($0.36 per share)																									Cash dividends declared on common shares ($0.36 per share)						—		—			—		—				(7,953)				—				—				(7,953)

Treasury shares repurchased	Treasury shares repurchased		(47)	—			—		—				—		—				(1,190)				(1,190)		Treasury shares repurchased						(581)		—			—		—				—				—				(12,378)				(12,378)
Forfeited shares	Forfeited shares		(31)	—			87		834				—		—				(921)				—		Forfeited shares						(18)		—			(50)		428				—				—				(378)				—
Exercise of stock options	Exercise of stock options		—	—			—		—				—		—				—				—		Exercise of stock options						—		—			—		—				—				—				—				—
Restricted stock grants	Restricted stock grants		143	—			446		(4,352)				—		—				3,906				—		Restricted stock grants						249		—			(654)		(6,236)				—				—				6,890				—
Stock-based compensation	Stock-based compensation		—	—			—		1,196				—		—				—				1,196		Stock-based compensation						—		—			—		2,258				—				—				—				2,258

Other, net	Other, net		(15)	—			(153)		—				—		—				(451)				(604)		Other, net						(28)		—			(3)		—				—				—				(710)				(713)
Balance at March 31, 2023			44,411	$	528		$	1,424,563	$	(10,920)			$	(51,398)	$	(159,066)			$	(208,227)			$	995,480
Balance at June 30, 2023																									Balance at June 30, 2023						44,033		$	528		$	1,423,856	$	(14,470)			$	(35,490)			$	(186,240)			$	(214,803)			$	973,381

Table of Contents



	Common stock		Additional paid-in capital			Unearned compensation		Retained earnings (deficit)		Accumulated other comprehensive (loss)		Treasury stock
(In thousands)		Shares			Amount											Total
Balance at December 31, 2021		48,667	$	528		$	1,423,445	$	(9,056)	$	(139,383)	$	(3,243)	$	(89,856)	$	1,182,435
Comprehensive (loss):
Net income		—	—			—		—		43,311		—		—		43,311
Other comprehensive (loss)		—	—			—		—		—		(119,756)		—		(119,756)
Total comprehensive income/(loss)		—	—			—		—		43,311		(119,756)		—		(76,445)
Cash dividends declared on common shares ($0.24 per share)		—	—			—		—		(10,921)		—		—		(10,921)

Treasury shares repurchased		(3,119)	—			—		—		—		—		(84,295)		(84,295)
Forfeited shares		(51)	—			79		1,358		—		—		(1,437)		—
Exercise of stock options		1	—			—		—		(4)		—		29		25
Restricted stock grants		314	—			552		(9,052)		—		—		8,500		—
Stock-based compensation		—	—			—		3,926		—		—		—		3,926

Other, net		(24)	—			5		—		—		—		(680)		(675)
Balance at June 30, 2022		45,788	$	528		$	1,424,081	$	(12,824)	$	(106,997)	$	(122,999)	$	(167,739)	$	1,014,050

Balance at December 31, 2022		44,361	$	528		$	1,424,183	$	(8,598)	$	(71,428)	$	(181,052)	$	(209,571)	$	954,062
Comprehensive income:
Net income		—	—			—		—		51,498		—		—		51,498
Other comprehensive (loss)		—	—			—		—		—		(5,188)		—		(5,188)
Total comprehensive income		—	—			—		—		51,498		(5,188)		—		46,310
Impact of ASU No. 2022-02 Adoption		—	—			—		—		401		—		—		401

Cash dividends declared on common shares ($0.36 per share)		—	—			—		—		(15,961)		—		—		(15,961)

Treasury shares repurchased		(628)	—			—		—		—		—		(13,568)		(13,568)
Forfeited shares		(49)	—			37		1,261		—		—		(1,298)		—
Exercise of stock options		—	—			—		—		—		—		—		—
Restricted stock grants		392	—			(209)		(10,587)		—		—		10,796		—
Stock-based compensation		—	—			—		3,454		—		—		—		3,454

Other, net		(43)	—			(155)		—		—		—		(1,162)		(1,317)
Balance at June 30, 2023		44,033	$	528		$	1,423,856	$	(14,470)	$	(35,490)	$	(186,240)	$	(214,803)	$	973,381

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

BERKSHIRE HILLS BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


		Three Months Ended March 31,					Six Months Ended June 30,
(In thousands)	(In thousands)	2023		2022		(In thousands)	2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:

Net income	Net income	$	27,637	$	20,196	Net income	$	51,498	$	43,311
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Provision/(benefit) for credit losses	Provision/(benefit) for credit losses	8,999		(4,000)		Provision/(benefit) for credit losses	16,999		(4,000)
Net (accretion)/amortization of securities	Net (accretion)/amortization of securities	(42)		668		Net (accretion)/amortization of securities	480		1,383
Change in unamortized net loan costs and premiums	Change in unamortized net loan costs and premiums	309		560		Change in unamortized net loan costs and premiums	(474)		2,471
Premises and equipment depreciation and amortization expense	Premises and equipment depreciation and amortization expense	2,223		2,479		Premises and equipment depreciation and amortization expense	4,327		4,907
Stock-based compensation expense	Stock-based compensation expense	1,196		1,805		Stock-based compensation expense	3,454		3,926
Accretion of purchase accounting entries, net	Accretion of purchase accounting entries, net	(47)		(677)		Accretion of purchase accounting entries, net	(330)		(1,464)
Amortization of other intangibles	Amortization of other intangibles	1,205		1,286		Amortization of other intangibles	2,410		2,572

Income from cash surrender value of bank-owned life insurance policies	Income from cash surrender value of bank-owned life insurance policies	(977)		(1,332)		Income from cash surrender value of bank-owned life insurance policies	(2,395)		(2,697)
(Gain) on SBA loan sales ~~(1)~~	(Gain) on SBA loan sales ~~(1)~~	(2,494)		(3,345)		(Gain) on SBA loan sales ~~(1)~~	(5,404)		(3,619)
Securities (gains)/losses, net		(234)		745
Fair value adjustments on securities						Fair value adjustments on securities	(212)		1,718
Net change in loans held-for-sale	Net change in loans held-for-sale	2,405		5,204		Net change in loans held-for-sale	(4,397)		4,442

Amortization of interest in tax-advantaged projects	Amortization of interest in tax-advantaged projects	2,285		357		Amortization of interest in tax-advantaged projects	4,495		708

Net change in other	Net change in other	(5,151)		(10,595)		Net change in other	(9,399)		(42,990)

Net cash provided by operating activities	Net cash provided by operating activities	37,314		13,351		Net cash provided by operating activities	61,052		10,668

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Net decrease in trading security	Net decrease in trading security	212		202		Net decrease in trading security	426		404

Purchases of securities available for sale	Purchases of securities available for sale	(28,899)		(386,636)		Purchases of securities available for sale	(36,798)		(386,637)

Proceeds from sales of securities available for sale						Proceeds from sales of securities available for sale	—		149,994
Proceeds from maturities, calls, and prepayments of securities available for sale	Proceeds from maturities, calls, and prepayments of securities available for sale	69,404		130,118		Proceeds from maturities, calls, and prepayments of securities available for sale	119,390		255,045

Purchases of securities held to maturity						Purchases of securities held to maturity	(700)		(575)
Proceeds from maturities, calls, and prepayments of securities held to maturity	Proceeds from maturities, calls, and prepayments of securities held to maturity	8,380		23,853		Proceeds from maturities, calls, and prepayments of securities held to maturity	19,461		33,514
Net change in loans ~~(1)~~	Net change in loans ~~(1)~~	(351,311)		(440,012)		Net change in loans ~~(1)~~	(553,530)		(977,443)

Proceeds from surrender of bank-owned life insurance	Proceeds from surrender of bank-owned life insurance	—		429		Proceeds from surrender of bank-owned life insurance	—		842
Purchase of Federal Home Loan Bank stock	Purchase of Federal Home Loan Bank stock	(183,155)		(116)		Purchase of Federal Home Loan Bank stock	(340,879)		(32,466)
Proceeds from redemption of Federal Home Loan Bank stock	Proceeds from redemption of Federal Home Loan Bank stock	146,129		87		Proceeds from redemption of Federal Home Loan Bank stock	313,384		33,901

Net investment in limited partnership tax credits						Net investment in limited partnership tax credits	—		(721)

Purchase of premises and equipment, net	Purchase of premises and equipment, net	(753)		—		Purchase of premises and equipment, net	(753)		(730)

Net cash (used) by investing activities	Net cash (used) by investing activities	(339,993)		(672,075)		Net cash (used) by investing activities	(479,999)		(924,872)

BERKSHIRE HILLS BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONCLUDED)

Three Months Ended
March 31,
(In thousands) 2023 2022
(continued)
Cash flows from financing activities:
Net (decrease)/increase in deposits (259,724) 630,255
Proceeds from Federal Home Loan Bank advances and other borrowings 3,555,000 1,275
Repayments of Federal Home Loan Bank advances and other borrowings (2,655,050) (46)
Purchase of treasury stock (1,190) (29,254)
Exercise of stock options — 25
Common stock cash dividends paid (8,008) (6,152)
Settlement of derivative contracts with financial institution counterparties (7,142) 42,065
Net cash provided by financing activities 623,886 638,168
Net change in cash and cash equivalents 321,207 (20,556)
Cash and cash equivalents at beginning of period 685,355 1,627,807
Cash and cash equivalents at end of period $ 1,006,562 $ 1,607,251
Supplemental cash flow information:
Interest paid on deposits $ 25,267 $ 3,965
Interest paid on borrowed funds 6,163 1,588
Income taxes paid, net 4,412 2,694
Other non-cash changes:
Other net comprehensive income $ 21,986 $ (74,994)
Impact to retained earnings from adoption of ASU 2022-02 401 —
Properties transferred to held for sale 4,960 —
Reclassification of held-for-sale loans to held-for-investment, net — 606

~~(1) As of March 31, 2023, the (gain) on SBA loan sales is included in operating activities. For March 31, 2022, the (gain) on SBA loan sales was reclassified from net change in loans.~~


	Six Months Ended June 30,
(In thousands)	2023		2022
(continued)
Cash flows from financing activities:
Net (decrease)/increase in deposits	(258,862)		45,711

Proceeds from Federal Home Loan Bank advances and other borrowings	8,425,000		51,275
Repayments of Federal Home Loan Bank advances and other borrowings	(7,755,100)		(6,096)
Proceeds from issuance of subordinated debt	—		98,032

Purchase of treasury stock	(13,568)		(84,295)
Exercise of stock options	—		25
Common stock cash dividends paid	(15,961)		(10,921)
Settlement of derivative contracts with financial institution counterparties	(7,317)		63,683
Net cash provided by financing activities	374,192		157,414

Net change in cash and cash equivalents	(44,755)		(756,790)

Cash and cash equivalents at beginning of period	685,355		1,627,807

Cash and cash equivalents at end of period	$	640,600	$	871,017

Supplemental cash flow information:
Interest paid on deposits	$	58,472	$	8,810
Interest paid on borrowed funds	23,488		3,396
Income taxes paid, net	7,633		12,590





Other non-cash changes:
Other net comprehensive income	$	(5,188)	$	(119,756)

Impact to retained earnings from adoption of ASU 2022-02	401		—





Properties transferred to held for sale	4,960		—
Reclassification of held-for-sale loans to held-for-investment, net	—		606

The accompanying notes are an integral part of these consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

The Consolidated Financial Statements (the “financial statements”) of Berkshire Hills Bancorp, Inc. and its subsidiaries (the “Company” or “Berkshire”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company is a Delaware corporation, headquartered in Boston, Massachusetts, and the holding company for Berkshire Bank (the “Bank”), a Massachusetts-chartered trust company headquartered in Pittsfield, Massachusetts. These financial statements include the accounts of the Company, its wholly-owned subsidiaries and the Bank’s consolidated subsidiaries. In consolidation, all significant intercompany accounts and transactions are eliminated. The results of operations of companies or assets acquired are included only from the dates of acquisition. All material wholly-owned and majority-owned subsidiaries are consolidated unless GAAP requires otherwise.

The Company has evaluated subsequent events for potential recognition and/or disclosure through the date these financial statements were issued.

These interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X, and accordingly, certain information and footnote disclosures normally included in financial statements prepared according to GAAP have been omitted.

The results for any interim period are not necessarily indicative of results for the full year. These consolidated financial statements should be read in conjunction with the audited financial statements and disclosures Berkshire Hills Bancorp, Inc. previously filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. In management’s opinion, all adjustments necessary for a fair statement are reflected in the interim periods.

Reclassifications

Certain items in prior financial statements have been reclassified to conform to the current presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements. Actual results could differ from those estimates.

Recently Adopted Accounting Principles

Effective January 1, 2023, the Company adopted ASU No. 2022-02, “Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” The adoption did not have a material impact on the Company’s Consolidated Financial Statements.

The ASU eliminates the troubled debt restructuring (“TDR”) accounting model that was adopted with Topic 326, “Financial Instruments – Credit Losses” and enhances disclosure requirements for certain loan refinancings and restructurings when a borrower is experiencing financial difficulty. The ASU requires prospective disclosure of current-period gross write-offs by year of origination. Refer to Note 4 – Loans and Allowance for Credit Losses for the new financial statement disclosures applicable under this update.

Future Application of Accounting Pronouncements

In March 2023, the FASB issued ASU No. 2023-02, “Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force).” The guidance is intended to improve the accounting and disclosures for investments in tax credit structures. The ASU allows entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. Previously, this method was only available for qualifying investments in low-income housing tax credit structures. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. The Company is still evaluating; however, the adoption is not expected to have a material impact on the Company’s Consolidated Financial Statements.

910

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. TRADING SECURITIES

The Company holds a tax-advantaged economic development bond accounted for at fair value. The security had an amortized cost of ~~$6.9~~$6.6 million and $7.1 million, and a fair value of ~~$6.6~~$6.4 million and $6.7 million, at ~~March 31,~~June 30, 2023 and December 31, 2022, respectively. As discussed further in Note 7 - Derivative Financial Instruments and Hedging Activities, the Company entered into a swap contract to swap-out the fixed rate of the security in exchange for a variable rate. The Company does not purchase securities with the intent of selling them in the near term, and there were no other securities in the trading portfolio at ~~March 31,~~June 30, 2023 or December 31, 2022.

NOTE 3. SECURITIES AVAILABLE FOR SALE, HELD TO MATURITY, AND

EQUITY SECURITIES

The following is a summary of securities available for sale, held to maturity, and marketable equity securities:


(In thousands)	(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Allowance		(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Allowance
March 31, 2023
June 30, 2023												June 30, 2023
Securities available for sale	Securities available for sale											Securities available for sale
U.S Treasuries	U.S Treasuries	$	8,981	$	—	$	—	$	8,981			U.S Treasuries	$	7,979	$	2	$	—	$	7,981
Municipal bonds and obligations	Municipal bonds and obligations	65,849		749		(1,981)		64,617		—		Municipal bonds and obligations	65,840		275		(2,493)		63,622		—
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	612,727		—		(86,778)		525,949		—		Agency collateralized mortgage obligations	591,299		—		(99,959)		491,340		—
Agency mortgage-backed securities	Agency mortgage-backed securities	628,243		1		(88,647)		539,597		—		Agency mortgage-backed securities	611,157		—		(92,605)		518,552		—
Agency commercial mortgage-backed securities	Agency commercial mortgage-backed securities	261,167		—		(33,759)		227,408		—		Agency commercial mortgage-backed securities	258,283		—		(38,506)		219,777		—
Corporate bonds	Corporate bonds	43,349		66		(3,352)		40,063		—		Corporate bonds	43,331		60		(4,988)		38,403		—
Other bonds and obligations	Other bonds and obligations	655		67		(66)		656		—		Other bonds and obligations	655		67		(66)		656		—
Total securities available for sale	Total securities available for sale	1,620,971		883		(214,583)		1,407,271		—		Total securities available for sale	1,578,544		404		(238,617)		1,340,331		—

Securities held to maturity	Securities held to maturity											Securities held to maturity
Municipal bonds and obligations	Municipal bonds and obligations	263,818		1,174		(19,260)		245,732		49		Municipal bonds and obligations	259,843		401		(21,405)		238,839		49
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	124,335		—		(18,041)		106,294		—		Agency collateralized mortgage obligations	120,349		—		(20,469)		99,880		—
Agency mortgage-backed securities	Agency mortgage-backed securities	50,152		—		(8,511)		41,641		—		Agency mortgage-backed securities	49,231		—		(8,973)		40,258		—
Agency commercial mortgage-backed securities	Agency commercial mortgage-backed securities	134,180		—		(22,781)		111,399		—		Agency commercial mortgage-backed securities	132,320		—		(25,272)		107,048		—
Tax advantaged economic development bonds	Tax advantaged economic development bonds	1,830		7		(103)		1,734		22		Tax advantaged economic development bonds	1,734		7		(94)		1,647		22
Other bonds and obligations	Other bonds and obligations	291		—		—		291		—		Other bonds and obligations	288		—		—		288		—
Total securities held to maturity	Total securities held to maturity	574,606		1,181		(68,696)		507,091		71		Total securities held to maturity	563,765		408		(76,213)		487,960		71

Marketable equity securities	Marketable equity securities	15,036		—		(1,964)		13,072		—		Marketable equity securities	15,035		—		(2,167)		12,868		—
Total	Total	$	2,210,613	$	2,064	$	(285,243)	$	1,927,434	$	71	Total	$	2,157,344	$	812	$	(316,997)	$	1,841,159	$	71

1011

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Allowance
December 31, 2022
Securities available for sale
U.S Treasuries	$	11,972	$	1	$	—	$	11,973	$	—
Municipal bonds and obligations	65,943		422		(3,030)		63,335		—
Agency collateralized mortgage obligations	631,732		—		(99,787)		531,945		—
Agency mortgage-backed securities	643,308		1		(96,996)		546,313		—
Agency commercial mortgage-backed securities	264,218		—		(35,750)		228,468		—
Corporate bonds	43,368		80		(2,938)		40,510		—

Other bonds and obligations	655		67		(66)		656		—
Total securities available for sale	1,661,196		571		(238,567)		1,423,200		—

Securities held to maturity
Municipal bonds and obligations	266,793		691		(23,704)		243,780		66
Agency collateralized mortgage obligations	128,136		—		(20,420)		107,716		—
Agency mortgage-backed securities	50,958		—		(9,240)		41,718		—
Agency commercial mortgage-backed securities	135,206		—		(23,203)		112,003		—
Tax advantaged economic development bonds	2,069		8		(121)		1,956		25
Other bonds and obligations	291		—		—		291		—
Total securities held to maturity	583,453		699		(76,688)		507,464		91

Marketable equity securities	15,035		—		(2,179)		12,856		—
Total	$	2,259,684	$	1,270	$	(317,434)	$	1,943,520	$	91

The following table summarizes the activity in the allowance for credit losses for debt securities held to maturity by security type for the three and six months ended ~~March 31,~~June 30, 2023 and 2022:


(In thousands)	(In thousands)	Municipal bonds and obligations		Tax advantaged economic development bonds		Total		(In thousands)	Municipal bonds and obligations		Tax advantaged economic development bonds		Total
Balance at December 31, 2022		$	66	$	25	$	91
Balance at March 31, 2023								Balance at March 31, 2023	$	49	$	22	$	71
(Benefit)/provision for credit losses	(Benefit)/provision for credit losses	(17)		(3)		(20)		(Benefit)/provision for credit losses	—		—		—
Balance at March 31, 2023		$	49	$	22	$	71
Balance at June 30, 2023								Balance at June 30, 2023	$	49	$	22	$	71


(In thousands)	(In thousands)	Municipal bonds and obligations		Tax advantaged economic development bonds		Total		(In thousands)	Municipal bonds and obligations		Tax advantaged economic development bonds		Total
Balance at December 31, 2021		$	70	$	35	$	105
Balance at March 31, 2022								Balance at March 31, 2022	$	67	$	32	$	99
(Benefit)/provision for credit losses	(Benefit)/provision for credit losses	(3)		(3)		(6)		(Benefit)/provision for credit losses	(1)		(4)		(5)
Balance at March 31, 2022		$	67	$	32	$	99
Balance at June 30, 2022								Balance at June 30, 2022	$	66	$	28	$	94

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(In thousands)	Municipal bonds and obligations		Tax advantaged economic development bonds		Total
Balance at December 31, 2022	$	66	$	25	$	91
(Benefit)/provision for credit losses	(17)		(3)		(20)
Balance at June 30, 2023	$	49	$	22	$	71


(In thousands)	Municipal bonds and obligations		Tax advantaged economic development bonds		Total
Balance at December 31, 2021	$	70	$	35	$	105
(Benefit)/provision for credit losses	(4)		(7)		(11)
Balance at June 30, 2022	$	66	$	28	$	94

Credit Quality Information

The Company monitors the credit quality of held to maturity securities through credit ratings from various rating agencies. Credit ratings express opinions about the credit quality of a security and are utilized by the Company to make informed decisions. Investment grade securities are rated BBB-/Baa3 or higher and generally considered by the rating agencies and market participants to be of low credit risk. Conversely, securities rated below investment grade are considered to have distinctively higher credit risk than investment grade securities. For securities without credit ratings, the Company utilizes other financial information indicating the financial health of the underlying municipality, agency, or organization.

As of ~~March 31,~~June 30, 2023, none of the Company's investment securities were delinquent or in non-accrual status.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

The amortized cost and estimated fair value of available for sale (“AFS”) and held to maturity (“HTM”) securities segregated by contractual maturity at ~~March 31,~~June 30, 2023 are presented below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Mortgage-backed securities are shown in total, as their maturities are highly variable.


		Available for sale				Held to maturity					Available for sale				Held to maturity
		Amortized		Fair		Amortized		Fair			Amortized		Fair		Amortized		Fair
(In thousands)	(In thousands)	Cost		Value		Cost		Value		(In thousands)	Cost		Value		Cost		Value

Within 1 year	Within 1 year	$	9,800	$	9,801	$	802	$	803	Within 1 year	$	8,799	$	8,800	$	894	$	894
Over 1 year to 5 years	Over 1 year to 5 years	10,863		10,694		2,222		2,218		Over 1 year to 5 years	10,866		10,754		2,309		2,298
Over 5 years to 10 years	Over 5 years to 10 years	52,127		49,259		34,563		34,659		Over 5 years to 10 years	54,612		49,747		36,477		36,281
Over 10 years	Over 10 years	46,044		44,563		228,352		210,077		Over 10 years	43,528		41,361		222,185		201,301
Total bonds and obligations	Total bonds and obligations	118,834		114,317		265,939		247,757		Total bonds and obligations	117,805		110,662		261,865		240,774

Mortgage-backed securities	Mortgage-backed securities	1,502,137		1,292,954		308,667		259,334		Mortgage-backed securities	1,460,739		1,229,669		301,900		247,186
Total	Total	$	1,620,971	$	1,407,271	$	574,606	$	507,091	Total	$	1,578,544	$	1,340,331	$	563,765	$	487,960

During the three and six months ended ~~March 31,~~June 30, 2023, purchases of AFS securities totaled ~~$28.9 million.~~$7.9 million, and $36.8 million, respectively. During the three and six months ended ~~March 31,~~June 30, 2023, there were no sales of AFS securities. During the three months ended ~~March 31,~~June 30, 2022, there were no purchases of securities. During the six months ended June 30, 2022, purchases of AFS securities totaled $386.6 million. During the three and six months ended ~~March 31,~~June 30, 2022, sales of AFS securities totaled $150 million. During the three and six months ended June 30,

2022, gross gains totaled $6 thousand and there were no ~~sales of AFS securities.~~gross losses.

1213

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Securities available for sale and held to maturity with unrealized losses, segregated by the duration of their continuous unrealized loss positions, are summarized as follows:


		Less Than Twelve Months				Over Twelve Months				Total					Less Than Twelve Months				Over Twelve Months				Total
		Gross				Gross				Gross					Gross				Gross				Gross
		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair			Unrealized		Fair		Unrealized		Fair		Unrealized		Fair
(In thousands)	(In thousands)	Losses		Value		Losses		Value		Losses		Value		(In thousands)	Losses		Value		Losses		Value		Losses		Value
March 31, 2023
June 30, 2023														June 30, 2023

Securities available for sale	Securities available for sale													Securities available for sale

Municipal bonds and obligations	Municipal bonds and obligations	$	356	$	13,295	$	1,625	$	15,813	$	1,981	$	29,108	Municipal bonds and obligations	$	550	$	24,993	$	1,943	$	17,862	$	2,493	$	42,855
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	250		9,999		86,528		515,950		86,778		525,949		Agency collateralized mortgage obligations	113		2,276		99,846		489,064		99,959		491,340
Agency mortgage-backed securities	Agency mortgage-backed securities	142		4,110		88,505		535,398		88,647		539,508		Agency mortgage-backed securities	157		2,648		92,448		515,824		92,605		518,472
Agency commercial mortgage-backed securities	Agency commercial mortgage-backed securities	911		10,783		32,848		216,624		33,759		227,407		Agency commercial mortgage-backed securities	1,042		9,678		37,464		210,099		38,506		219,777
Corporate bonds	Corporate bonds	1,301		24,063		2,051		15,089		3,352		39,152		Corporate bonds	1,064		12,797		3,924		24,698		4,988		37,495

Other bonds and obligations	Other bonds and obligations	—		—		66		295		66		295		Other bonds and obligations	—		—		66		295		66		295

Total securities available for sale	Total securities available for sale	$	2,960	$	62,250	$	211,623	$	1,299,169	$	214,583	$	1,361,419	Total securities available for sale	$	2,926	$	52,392	$	235,691	$	1,257,842	$	238,617	$	1,310,234

Securities held to maturity	Securities held to maturity													Securities held to maturity
Municipal bonds and obligations	Municipal bonds and obligations	$	633	$	46,988	$	18,627	$	78,012	$	19,260	$	125,000	Municipal bonds and obligations	$	1,710	$	89,477	$	19,695	$	74,807	$	21,405	$	164,284
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	1,065		37,271		16,976		69,023		18,041		106,294		Agency collateralized mortgage obligations	1,709		34,330		18,760		65,550		20,469		99,880
Agency mortgage-backed securities	Agency mortgage-backed securities	—		—		8,511		41,641		8,511		41,641		Agency mortgage-backed securities	—		—		8,973		40,258		8,973		40,258
Agency commercial mortgage-backed securities	Agency commercial mortgage-backed securities	—		—		22,781		111,399		22,781		111,399		Agency commercial mortgage-backed securities	—		—		25,272		107,048		25,272		107,048
Tax advantaged economic development bonds	Tax advantaged economic development bonds	—		—		103		989		103		989		Tax advantaged economic development bonds	—		—		94		962		94		962
Total securities held to maturity	Total securities held to maturity	1,698		84,259		66,998		301,064		68,696		385,323		Total securities held to maturity	3,419		123,807		72,794		288,625		76,213		412,432

Total	Total	$	4,658	$	146,509	$	278,621	$	1,600,233	$	283,279	$	1,746,742	Total	$	6,345	$	176,199	$	308,485	$	1,546,467	$	314,830	$	1,722,666

December 31, 2022	December 31, 2022													December 31, 2022

Securities available for sale	Securities available for sale													Securities available for sale
Municipal bonds and obligations	Municipal bonds and obligations	$	2,406	$	36,696	$	624	$	2,763	$	3,030	$	39,459	Municipal bonds and obligations	$	2,406	$	36,696	$	624	$	2,763	$	3,030	$	39,459
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	23,052		247,509		76,735		284,434		99,787		531,943		Agency collateralized mortgage obligations	23,052		247,509		76,735		284,434		99,787		531,943
Agency mortgage-backed securities	Agency mortgage-backed securities	3,124		37,540		93,872		508,683		96,996		546,223		Agency mortgage-backed securities	3,124		37,540		93,872		508,683		96,996		546,223
Agency commercial mortgage-backed securities	Agency commercial mortgage-backed securities	9,885		96,396		25,865		132,043		35,750		228,439		Agency commercial mortgage-backed securities	9,885		96,396		25,865		132,043		35,750		228,439
Corporate bonds	Corporate bonds	1,709		25,657		1,229		9,929		2,938		35,586		Corporate bonds	1,709		25,657		1,229		9,929		2,938		35,586

Other bonds and obligations	Other bonds and obligations	—		—		66		295		66		295		Other bonds and obligations	—		—		66		295		66		295

Total securities available for sale	Total securities available for sale	$	40,176	$	443,798	$	198,391	$	938,147	$	238,567	$	1,381,945	Total securities available for sale	$	40,176	$	443,798	$	198,391	$	938,147	$	238,567	$	1,381,945

Securities held to maturity	Securities held to maturity													Securities held to maturity
Municipal bonds and obligations	Municipal bonds and obligations	$	5,476	$	125,494	$	18,228	$	38,341	$	23,704	$	163,835	Municipal bonds and obligations	$	5,476	$	125,494	$	18,228	$	38,341	$	23,704	$	163,835
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	2,734		49,539		17,686		58,177		20,420		107,716		Agency collateralized mortgage obligations	2,734		49,539		17,686		58,177		20,420		107,716
Agency mortgage-backed securities	Agency mortgage-backed securities	300		2,419		8,940		39,299		9,240		41,718		Agency mortgage-backed securities	300		2,419		8,940		39,299		9,240		41,718
Agency commercial mortgage-backed securities	Agency commercial mortgage-backed securities	447		9,713		22,756		102,290		23,203		112,003		Agency commercial mortgage-backed securities	447		9,713		22,756		102,290		23,203		112,003
Tax advantaged economic development bonds	Tax advantaged economic development bonds	1		142		120		1,008		121		1,150		Tax advantaged economic development bonds	1		142		120		1,008		121		1,150
Total securities held to maturity	Total securities held to maturity	8,958		187,307		67,730		239,115		76,688		426,422		Total securities held to maturity	8,958		187,307		67,730		239,115		76,688		426,422
Total	Total	$	49,134	$	631,105	$	266,121	$	1,177,262	$	315,255	$	1,808,367	Total	$	49,134	$	631,105	$	266,121	$	1,177,262	$	315,255	$	1,808,367

1314

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Debt Securities

The Company expects to recover its amortized cost basis on all debt securities in its AFS and HTM portfolios. Furthermore, the Company does not intend to sell nor does it anticipate that it will be required to sell any of its securities in an unrealized loss position as of ~~March 31,~~June 30, 2023, prior to this recovery. The Company’s ability and intent to hold these securities until recovery is supported by the Company’s strong capital and liquidity positions as well as its historically low portfolio turnover.

The following summarizes, by investment security type, the basis for the conclusion that the debt securities in an unrealized loss position within the Company’s AFS and HTM portfolios were not other-than-temporarily impaired at ~~March 31,~~June 30, 2023:

AFS municipal bonds and obligations

At ~~March 31,~~June 30, 2023, 3053 of the 94 securities in the Company’s portfolio of AFS municipal bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represented ~~6.4%~~5.5% of the amortized cost of securities in unrealized loss positions. The Company continually monitors the municipal bond sector of the market carefully and periodically evaluates the appropriate level of exposure to the market. At this time, the Company feels the bonds in this portfolio carry minimal risk of default and the Company is appropriately compensated for that risk. There were no material underlying credit downgrades during the quarter. All securities are performing.

AFS collateralized mortgage obligations

At ~~March 31,~~June 30, 2023, ~~243~~240 of the ~~245~~242 securities in the Company’s portfolio of AFS collateralized mortgage obligations were in unrealized loss positions. Aggregate unrealized losses represented ~~14.2%~~16.9% of the amortized cost of securities in unrealized loss positions. The Federal National Mortgage Association (“FNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”), and Government National Mortgage Association (“GNMA”) guarantee the contractual cash flows of all of the Company’s collateralized mortgage obligations. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter. All securities are performing.

AFS commercial and residential mortgage-backed securities

At ~~March 31,~~June 30, 2023, ~~136~~137 of the 139 securities in the Company’s portfolio of AFS mortgage-backed securities were in unrealized loss positions. Aggregate unrealized losses represented ~~13.8%~~15.1% of the amortized cost of securities in unrealized loss positions. The FNMA, FHLMC, and GNMA guarantee the contractual cash flows of all of the Company’s mortgage-backed securities. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter. All securities are performing.

AFS corporate bonds

At ~~March 31,~~June 30, 2023, 14 of the 15 securities in the Company’s portfolio of AFS corporate bonds were in unrealized loss positions. Aggregate unrealized losses represents ~~7.9%~~11.7% of the amortized cost of the bonds in unrealized loss positions. The Company reviews the financial strength of all of these bonds and has concluded that the amortized cost remains supported by the expected future cash flows of these securities. All securities are performing.

AFS other bonds and obligations

At ~~March 31,~~June 30, 2023, 2 of the 3 securities in the Company’s portfolio of AFS other bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represents 18.3% of the amortized cost of the bonds in unrealized loss positions. The Company reviews the financial strength of all of these bonds and has concluded that the amortized cost remains supported by the expected future cash flows of these securities. All securities are performing.

1415

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HTM municipal bonds and obligations

At ~~March 31,~~June 30, 2023, 94115 of the ~~186~~183 securities in the Company’s portfolio of HTM municipal bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represented ~~13.4%~~11.5% of the amortized cost of securities in unrealized loss positions. The Company continually monitors the municipal bond sector of the market carefully and periodically evaluates the appropriate level of exposure to the market. At this time, the Company feels the bonds in this portfolio carry minimal risk of default and the Company is appropriately compensated for that risk. There were no material underlying credit downgrades during the quarter. All securities are performing.

HTM collateralized mortgage obligations

At ~~March 31,~~June 30, 2023, 13 of the 13 securities in the Company’s portfolio of HTM collateralized mortgage obligations were in unrealized loss positions. Aggregate unrealized losses represented ~~14.5%~~17.0% of the amortized cost of the securities in unrealized loss positions. The FNMA, FHLMC, and GNMA guarantee the contractual cash flows of all of the Company's collateralized residential mortgage obligations. The securities are investment grade rated, and there were no material underlying credit downgrades during the quarter. All securities are performing.

HTM commercial and residential mortgage-backed securities

At ~~March 31,~~June 30, 2023, 17 of the 17 securities in the Company’s portfolio of HTM mortgage-backed securities were in unrealized loss positions. Aggregate unrealized losses represented ~~17.0%~~18.9% of the amortized cost of securities in unrealized loss positions. The FNMA, FHLMC, and GNMA guarantee the contractual cash flows of the Company’s mortgage-backed securities. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter. All securities are performing.

HTM tax-advantaged economic development bonds

At ~~March 31,~~June 30, 2023, 1 of the 2 securities in the Company’s portfolio of tax-advantaged economic development bonds was in unrealized loss positions. Aggregate unrealized losses represented ~~9.4%~~8.9% of the amortized cost of the security in unrealized loss positions. The Company believes that more likely than not all the principal outstanding will be collected. All securities are performing.

1516

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The following is a summary of total loans by regulatory call report code with sub-segmentation based on underlying collateral for certain loan types:


(In thousands)	(In thousands)	March 31, 2023		December 31, 2022		(In thousands)	June 30, 2023		December 31, 2022
Construction	Construction	$	373,953	$	319,452	Construction	$	443,856	$	319,452
Commercial multifamily	Commercial multifamily	618,073		620,088		Commercial multifamily	597,472		620,088
Commercial real estate owner occupied	Commercial real estate owner occupied	695,890		640,489		Commercial real estate owner occupied	696,771		640,489
Commercial real estate non-owner occupied	Commercial real estate non-owner occupied	2,531,946		2,496,237		Commercial real estate non-owner occupied	2,557,036		2,496,237
Commercial and industrial	Commercial and industrial	1,517,556		1,445,236		Commercial and industrial	1,438,062		1,445,236

Residential real estate	Residential real estate	2,463,981		2,312,447		Residential real estate	2,677,053		2,312,447
Home equity	Home equity	222,393		227,450		Home equity	225,434		227,450
Consumer other	Consumer other	258,175		273,910		Consumer other	246,718		273,910
Total loans	Total loans	$	8,681,967	$	8,335,309	Total loans	$	8,882,402	$	8,335,309

Allowance for credit losses	Allowance for credit losses	97,991		96,270		Allowance for credit losses	100,219		96,270
Net loans	Net loans	$	8,583,976	$	8,239,039	Net loans	$	8,782,183	$	8,239,039

During the three and six months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022, there were no loans reclassified to held for sale. Held for sale loans are not contained in the balances within this note and are accounted for at the lower of carrying value or fair market value within loans held for sale on the Consolidated Balance Sheet.

Risk characteristics relevant to each portfolio segment are as follows:

Construction - Loans in this segment primarily include real estate development loans for which payment is derived from sale of the property or long term financing at completion. Credit risk is affected by cost overruns, time to sell at an adequate price, and market conditions.

Commercial real estate multifamily, owner occupied and non-owner - Loans in these segments are primarily owner-occupied or income-producing properties throughout New England and Northeastern New York. The underlying cash flows generated by the properties are adversely impacted by a downturn in the economy, which in turn, will have an effect on the credit quality in this segment. Management monitors the cash flows of these loans.

Commercial and industrial loans - Loans in this segment are made to businesses and are generally secured by assets of the business such as accounts receivable, inventory, marketable securities, other liquid collateral, equipment and other business assets. Repayment is expected from the cash flows of the business. Loans in this segment include asset based loans which generally have no scheduled repayment and which are closely monitored against formula based collateral advance ratios. A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality in this segment.

Residential real estate - All loans in this segment are collateralized by residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.

Home equity and other consumer loans - Loans in this segment are primarily home equity lines of credit, automobile loans and other consumer loans. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.

1617

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Allowance for Credit Losses for Loans

The Allowance for Credit Losses for Loans (“ACLL”) is comprised of the allowance for loan losses, and the allowance for unfunded commitments is accounted for as a separate liability in other liabilities on the balance sheet. The level of the ACLL represents management’s estimate of expected credit losses over the expected life of the loans at the balance sheet date. The Company uses a static pool migration analysis method, applying expected historical loss trend and observed economic metrics. The level of the ACLL is based on management’s ongoing review of all relevant information, from internal and external sources, relating to past and current events, utilizing a 7 quarter reasonable and supportable forecast period with a 1 year reversion period. The ACLL reserve is overlaid with qualitative factors based upon:

•the existence and growth of concentrations of credit;

•the volume and severity of past due financial assets, including nonaccrual assets;

•the institutions lending and credit review as well as the experience and ability of relevant management and staff and;

•the effect of other external factors such as regulatory, competition, regional market conditions, legal and technological environment and other events such as natural disasters;

•the effect of other economic factors such as economic stimulus and customer forbearance programs.

The allowance for unfunded commitments is maintained at a level by the Company to be sufficient to absorb expected lifetime losses related to unfunded credit facilities (including unfunded loan commitments and letters of credit) and is included in other liabilities on the consolidated balance sheet.

The Company’s activity in the allowance for credit losses for loans for the three and six months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022 was as follows:


(In thousands)	(In thousands)	Balance at Beginning of Period		Adoption of ASU No. 2022-02		Charge-offs		Recoveries		Provision for Credit Losses		Balance at End of Period		(In thousands)	Balance at Beginning of Period		Adoption of ASU No. 2022-02		Charge-offs		Recoveries		Provision for Credit Losses		Balance at End of Period
Three months ended March 31, 2023
Three months ended June 30, 2023														Three months ended June 30, 2023
Construction	Construction	$	1,227	$	—	$	—	$	—	$	309	$	1,536	Construction	$	1,536	$	—	$	(1)	$	—	$	18	$	1,553
Commercial multifamily	Commercial multifamily	1,810		—		—		6		(118)		1,698		Commercial multifamily	1,698		—		—		—		368		2,066
Commercial real estate owner occupied	Commercial real estate owner occupied	10,739		24		(70)		45		(460)		10,278		Commercial real estate owner occupied	10,278		—		(394)		596		(137)		10,343
Commercial real estate non-owner occupied	Commercial real estate non-owner occupied	30,724		—		—		95		2,589		33,408		Commercial real estate non-owner occupied	33,408		—		—		81		2,833		36,322
Commercial and industrial	Commercial and industrial	18,743		(23)		(6,033)		305		7,172		20,164		Commercial and industrial	20,164		—		(4,595)		815		2,357		18,741

Residential real estate	Residential real estate	18,666		2		(31)		387		(1,434)		17,590		Residential real estate	17,590		—		(210)		76		762		18,218
Home equity	Home equity	2,173		—		(10)		26		131		2,320		Home equity	2,320		—		(7)		132		127		2,572
Consumer other	Consumer other	12,188		(404)		(1,793)		176		830		10,997		Consumer other	10,997		—		(2,478)		213		1,672		10,404
Total allowance for credit losses	Total allowance for credit losses	$	96,270	$	(401)	$	(7,937)	$	1,040	$	9,019	$	97,991	Total allowance for credit losses	$	97,991	$	—	$	(7,685)	$	1,913	$	8,000	$	100,219

(In thousands) Balance at Beginning of Period Charge-offs Recoveries Provision for Credit Losses Balance at End of Period
Three months ended March 31, 2022
Construction $ 3,206 $ — $ — $ (701) $ 2,505
Commercial multifamily 6,120 — — (349) 5,771
Commercial real estate owner occupied 12,752 (130) 209 (1,333) 11,498
Commercial real estate non-owner occupied 32,106 (4,884) 1,266 (2,674) 25,814
Commercial and industrial 22,584 (653) 1,288 (270) 22,949
Residential real estate 22,406 (164) 388 (4,814) 17,816
Home equity 4,006 — 134 (837) 3,303
Consumer other 2,914 (216) 137 6,984 9,819
Total allowance for credit losses $ 106,094 $ (6,047) $ 3,422 $ (3,994) $ 99,475


(In thousands)	Balance at Beginning of Period		Charge-offs		Recoveries		Provision for Credit Losses		Balance at End of Period
Three months ended June 30, 2022
Construction	$	2,505	$	—	$	—	$	(795)	$	1,710
Commercial multifamily	5,771		—		—		(1,150)		4,621
Commercial real estate owner occupied	11,498		(298)		97		(609)		10,688
Commercial real estate non-owner occupied	25,814		—		46		305		26,165
Commercial and industrial	22,949		(752)		584		133		22,914

Residential real estate	17,816		(216)		199		(1,389)		16,410
Home equity	3,303		—		112		(587)		2,828
	9,819		(332)		101		4,097		13,685
Total allowance for credit losses	$	99,475	$	(1,598)	$	1,139	$	5	$	99,021

1718

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(In thousands)	Balance at Beginning of Period		Adoption of ASU No. 2022-02		Charge-offs		Recoveries		Provision for Credit Losses		Balance at End of Period
Six months ended June 30, 2023
Construction	$	1,227	$	—	$	(1)	$	—	$	327	$	1,553
Commercial multifamily	1,810		—		—		6		250		2,066
Commercial real estate owner occupied	10,739		24		(464)		641		(597)		10,343
Commercial real estate non-owner occupied	30,724		—		—		175		5,423		36,322
Commercial and industrial	18,743		(23)		(10,627)		1,119		9,529		18,741

Residential real estate	18,666		2		(240)		463		(673)		18,218
Home equity	2,173		—		(18)		159		258		2,572
Consumer other	12,188		(404)		(4,271)		389		2,502		10,404
Total allowance for credit losses	$	96,270	$	(401)	$	(15,621)	$	2,952	$	17,019	$	100,219


(In thousands)	Balance at Beginning of Period		Charge-offs		Recoveries		Provision for Credit Losses		Balance at End of Period
Six months ended June 30, 2022
Construction	$	3,206	$	—	$	—	$	(1,496)	$	1,710
Commercial multifamily	6,120		—		—		(1,499)		4,621
Commercial real estate owner occupied	12,752		(428)		306		(1,942)		10,688
Commercial real estate non-owner occupied	32,106		(4,884)		1,312		(2,369)		26,165
Commercial and industrial	22,584		(1,405)		1,872		(137)		22,914

Residential real estate	22,406		(380)		587		(6,203)		16,410
Home equity	4,006		—		246		(1,424)		2,828
Consumer other	2,914		(548)		238		11,081		13,685
Total allowance for credit losses	$	106,094	$	(7,645)	$	4,561	$	(3,989)	$	99,021

The Company’s allowance for credit losses on unfunded commitments is recognized as a liability (other liabilities on the consolidated balance sheet), with adjustments to the reserve recognized in other noninterest expense in the consolidated statement of income. The Company’s activity in the allowance for credit losses on unfunded commitments for the three and six months ended ~~March 31,~~June 30, 2023 and 2022 was as follows:


		Three Months Ended March 31,					Three Months Ended June 30,
(In thousands)	(In thousands)	2023		2022		(In thousands)		2023		2022
Balance at beginning of period	Balance at beginning of period	$	8,588	$	7,043	Balance at beginning of period		$	8,687	$	7,043

Expense for credit losses	Expense for credit losses	99		—		Expense for credit losses		—		—
Balance at end of period	Balance at end of period	$	8,687	$	7,043	Balance at end of period		$	8,687	$	7,043


	Six Months Ended June 30,
(In thousands)	2023		2022
Balance at beginning of period	$	8,588	$	7,043


Expense for credit losses	99		—
Balance at end of period	$	8,687	$	7,043

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Credit Quality Information

The Company monitors the credit quality of its portfolio by using internal risk ratings that are based on regulatory guidance. Loans that are given a Pass rating are not considered a problem credit. Loans that are classified as Special Mention loans are considered to have potential weaknesses and are evaluated closely by management. Substandard, including non-accruing loans, are loans for which a definitive weakness has been identified and which may make full collection of contractual cash flows questionable. Doubtful loans are those with identified weaknesses that make full collection of contractual cash flows, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

For commercial credits, the Company assigns an internal risk rating at origination and reviews the rating annual, semiannually, or quarterly depending on the risk rating. The rating is also reassessed at any point in time when management becomes aware of information that may affect the borrower’s ability to fulfill their obligations.

The Company risk rates its residential mortgages, including 1-4 family and residential construction loans, based on a three rating system: Pass, Special Mention, and Substandard. Loans that are current within 59 days are rated Pass. Residential mortgages that are 60-89 days delinquent are rated Special Mention. Loans delinquent for 90 days or greater are rated Substandard and generally placed on non-accrual status.

1820

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the Company’s loans by risk category:


		Term Loans Amortized Cost Basis by Origination Year																			Term Loans Amortized Cost Basis by Origination Year
(In thousands)	(In thousands)	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total		(In thousands)	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
As of March 31, 2023
As of June 30, 2023																				As of June 30, 2023
Construction	Construction																			Construction
Current period gross write-offs	Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	1	$	—	$	—	$	1

Risk rating	Risk rating																			Risk rating
Pass	Pass	$	14,566	$	177,174	$	152,773	$	26,327	$	2,967	$	145	$	—	$	—	$	373,952	Pass	$	39,770	$	220,919	$	136,426	$	26,884	$	2,961	$	498	$	—	$	—	$	427,458
Special Mention	Special Mention	—		—		—		—		—		1		—		—		1		Special Mention	—		—		—		—		—		—		—		—		—
Substandard	Substandard	—		—		—		—		—		—		—		—		—		Substandard	—		—		16,398		—		—		—		—		—		16,398
Total	Total	$	14,566	$	177,174	$	152,773	$	26,327	$	2,967	$	146	$	—	$	—	$	373,953	Total	$	39,770	$	220,919	$	152,824	$	26,884	$	2,961	$	498	$	—	$	—	$	443,856
Commercial multifamily:	Commercial multifamily:																			Commercial multifamily:
Current period gross write-offs	Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Risk rating	Risk rating																			Risk rating
Pass	Pass	$	3,938	$	204,570	$	57,851	$	27,427	$	99,583	$	215,608	$	990	$	—	$	609,967	Pass	$	9,125	$	204,033	$	52,630	$	27,276	$	96,568	$	198,555	$	974	$	—	$	589,161
Special Mention	Special Mention	—		—		—		—		—		—		—		—		—		Special Mention	—		—		—		—		—		—		—		—		—
Substandard	Substandard	—		—		—		2,609		—		5,497		—		—		8,106		Substandard	—		—		246		2,591		—		5,474		—		—		8,311
Total	Total	$	3,938	$	204,570	$	57,851	$	30,036	$	99,583	$	221,105	$	990	$	—	$	618,073	Total	$	9,125	$	204,033	$	52,876	$	29,867	$	96,568	$	204,029	$	974	$	—	$	597,472
Commercial real estate owner occupied:	Commercial real estate owner occupied:																			Commercial real estate owner occupied:
Current period gross write-offs	Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	70	$	—	$	—	$	70	Current period gross write-offs	$	—	$	—	$	—	$	380	$	—	$	84	$	—	$	—	$	464

Risk rating	Risk rating																			Risk rating
Pass	Pass	$	25,216	$	124,314	$	127,750	$	57,507	$	102,523	$	238,771	$	3,002	$	—	$	679,083	Pass	$	51,966	$	128,185	$	131,822	$	50,248	$	98,040	$	223,794	$	1,538	$	—	$	685,593
Special Mention	Special Mention	—		4,281		—		387		3,855		—		—		—		8,523		Special Mention	—		11		—		387		4,412		200		—		—		5,010
Substandard	Substandard	—		972		122		493		241		6,456		—		—		8,284		Substandard	—		—		82		107		369		5,610		—		—		6,168
Total	Total	$	25,216	$	129,567	$	127,872	$	58,387	$	106,619	$	245,227	$	3,002	$	—	$	695,890	Total	$	51,966	$	128,196	$	131,904	$	50,742	$	102,821	$	229,604	$	1,538	$	—	$	696,771
Commercial real estate non-owner occupied:	Commercial real estate non-owner occupied:																			Commercial real estate non-owner occupied:
Current period gross write-offs	Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Risk rating	Risk rating																			Risk rating
Pass	Pass	$	114,007	$	630,920	$	409,821	$	173,271	$	290,200	$	818,573	$	17,253	$	—	$	2,454,045	Pass	$	208,347	$	630,930	$	391,646	$	172,266	$	248,566	$	792,740	$	17,388	$	—	$	2,461,883
Special Mention	Special Mention	—		—		—		—		7,669		23,821		—		—		31,490		Special Mention	—		—		—		—		47,261		9,966		—		—		57,227
Substandard	Substandard	—		—		660		7,137		5,890		32,724		—		—		46,411		Substandard	—		—		—		6,994		5,944		24,988		—		—		37,926
Total	Total	$	114,007	$	630,920	$	410,481	$	180,408	$	303,759	$	875,118	$	17,253	$	—	$	2,531,946	Total	$	208,347	$	630,930	$	391,646	$	179,260	$	301,771	$	827,694	$	17,388	$	—	$	2,557,036
Commercial and industrial:	Commercial and industrial:																			Commercial and industrial:
Current period gross write-offs	Current period gross write-offs	$	—	$	—	$	191	$	669	$	580	$	4,593	$	—	$	—	$	6,033	Current period gross write-offs	$	—	$	—	$	395	$	1,656	$	733	$	5,531	$	2,312	$	—	$	10,627

Risk rating	Risk rating																			Risk rating
Pass	Pass	$	56,776	$	279,856	$	142,925	$	49,172	$	60,597	$	169,281	$	699,241	$	—	$	1,457,848	Pass	$	95,442	$	240,907	$	132,980	$	43,719	$	48,622	$	178,417	$	619,184	$	—	$	1,359,271
Special Mention	Special Mention	175		—		1,210		1,290		2,597		1,805		6,342		—		13,419		Special Mention	175		3,369		1,830		2,257		1,986		1,854		21,159		—		32,630
Substandard	Substandard	—		549		5,425		3,566		7,496		14,571		10,332		—		41,939		Substandard	487		1,002		9,503		3,157		6,285		13,414		9,272		—		43,120
Doubtful	Doubtful	—		—		—		—		—		51		4,299		—		4,350		Doubtful	—		—		—		—		—		47		2,994		—		3,041
Total	Total	$	56,951	$	280,405	$	149,560	$	54,028	$	70,690	$	185,708	$	720,214	$	—	$	1,517,556	Total	$	96,104	$	245,278	$	144,313	$	49,133	$	56,893	$	193,732	$	652,609	$	—	$	1,438,062

1921

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


		Term Loans Amortized Cost Basis by Origination Year																			Term Loans Amortized Cost Basis by Origination Year
(In thousands)	(In thousands)	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total		(In thousands)	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
Residential real estate	Residential real estate																			Residential real estate
Current period gross write-offs	Current period gross write-offs	$	—	$	25	$	—	$	—	$	—	$	6	$	—	$	—	$	31	Current period gross write-offs	$	—	$	50	$	—	$	—	$	174	$	16	$	—	$	—	$	240

Risk rating	Risk rating																			Risk rating
Pass	Pass	$	136,527	$	1,008,711	$	276,189	$	94,488	$	71,237	$	862,274	$	161	$	—	$	2,449,587	Pass	$	419,626	$	997,566	$	271,542	$	92,781	$	69,856	$	810,003	$	201	$	—	$	2,661,575
Special Mention	Special Mention	—		43		371		—		—		694		—		—		1,108		Special Mention	—		—		1,378		—		237		910		—		—		2,525
Substandard	Substandard	—		159		331		434		1,485		10,877		—		—		13,286		Substandard	—		134		581		432		1,194		10,612		—		—		12,953
Total	Total	$	136,527	$	1,008,913	$	276,891	$	94,922	$	72,722	$	873,845	$	161	$	—	$	2,463,981	Total	$	419,626	$	997,700	$	273,501	$	93,213	$	71,287	$	821,525	$	201	$	—	$	2,677,053

2022

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	2022		2021		2020		2019		2018		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
As of December 31, 2022
Construction
Risk rating
Pass	$	153,393	$	133,708	$	25,634	$	3,432	$	1,361	$	1,924	$	—	$	—	$	319,452
Special Mention	—		—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—		—
Total	$	153,393	$	133,708	$	25,634	$	3,432	$	1,361	$	1,924	$	—	$	—	$	319,452

Commercial multifamily:
Risk rating
Pass	$	205,124	$	61,032	$	27,583	$	100,696	$	67,675	$	149,633	$	205	$	—	$	611,948
Special Mention	—		—		2,628		—		—		—		—		—		2,628
Substandard	—		—		—		—		5,512		—		—		—		5,512
Total	$	205,124	$	61,032	$	30,211	$	100,696	$	73,187	$	149,633	$	205	$	—	$	620,088

Commercial real estate owner occupied:
Risk rating
Pass	$	131,096	$	127,270	$	58,835	$	82,576	$	75,322	$	154,056	$	3,464	$	—	$	632,619
Special Mention	—		—		387		—		—		—		—		—		387
Substandard	1,003		122		31		282		1,056		4,989		—		—		7,483
Total	$	132,099	$	127,392	$	59,253	$	82,858	$	76,378	$	159,045	$	3,464	$	—	$	640,489

Commercial real estate non-owner occupied:
Risk rating
Pass	$	621,685	$	410,359	$	175,456	$	333,783	$	313,124	$	530,322	$	17,846	$	—	$	2,402,575
Special Mention	—		—		—		—		20,000		18,462		—		—		38,462
Substandard	—		—		7,237		13,623		15,610		18,730		—		—		55,200
Total	$	621,685	$	410,359	$	182,693	$	347,406	$	348,734	$	567,514	$	17,846	$	—	$	2,496,237

Commercial and industrial:
Risk rating
Pass	$	282,781	$	147,070	$	56,880	$	67,975	$	83,223	$	99,367	$	648,956	$	—	$	1,386,252
Special Mention	—		5,811		1,290		1,332		11,502		912		2,632		—		23,479
Substandard	204		496		3,640		8,139		1,981		2,799		10,581		—		27,840
Doubtful	—		—		—		—		—		56		7,609		—		7,665
Total	$	282,985	$	153,377	$	61,810	$	77,446	$	96,706	$	103,134	$	669,778	$	—	$	1,445,236









Residential real estate
Risk rating
Pass	$	997,981	$	280,308	$	96,548	$	70,845	$	138,894	$	713,744	$	165	$	—	$	2,298,485
Special Mention	—		364		—		861		202		707		—		—		2,134
Substandard	—		284		448		267		1,857		8,972		—		—		11,828
Total	$	997,981	$	280,956	$	96,996	$	71,973	$	140,953	$	723,423	$	165	$	—	$	2,312,447

2123

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For home equity and consumer other loan portfolio segments, Berkshire evaluates credit quality based on the aging status of the loan and by payment activity. The performing or nonperforming status is updated on an ongoing basis dependent upon improvement and deterioration in credit quality. The following table presents the amortized cost based on payment activity:


		Term Loans Amortized Cost Basis by Origination Year																			Term Loans Amortized Cost Basis by Origination Year
(In thousands)	(In thousands)	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total		(In thousands)	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
As of March 31, 2023
As of June 30, 2023																				As of June 30, 2023
Home equity:	Home equity:																			Home equity:
Current period gross write-offs	Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	10	$	—	$	10	Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	18	$	—	$	18

Payment performance	Payment performance																			Payment performance
Performing	Performing	$	—	$	—	$	111	$	450	$	—	$	2,423	$	217,685	$	—	$	220,669	Performing	$	—	$	—	$	108	$	446	$	—	$	2,523	$	220,260	$	—	$	223,337
Nonperforming	Nonperforming	—		—		—		—		—		—		1,724		—		1,724		Nonperforming	—		—		—		—		—		—		2,097		—		2,097
Total	Total	$	—	$	—	$	111	$	450	$	—	$	2,423	$	219,409	$	—	$	222,393	Total	$	—	$	—	$	108	$	446	$	—	$	2,523	$	222,357	$	—	$	225,434

Consumer other:	Consumer other:																			Consumer other:
Current period gross write-offs	Current period gross write-offs	$	—	$	1,510	$	181	$	7	$	21	$	74	$	—	$	—	$	1,793	Current period gross write-offs	$	1	$	3,622	$	466	$	7	$	33	$	142	$	—	$	—	$	4,271

Payment performance	Payment performance																			Payment performance
Performing	Performing	$	11,962	$	148,658	$	26,235	$	7,661	$	11,125	$	41,923	$	9,556	$	—	$	257,120	Performing	$	26,460	$	134,609	$	23,959	$	7,082	$	9,591	$	33,090	$	10,208	$	—	$	244,999
Nonperforming	Nonperforming	—		52		84		34		190		673		22		—		1,055		Nonperforming	7		583		139		35		148		805		2		—		1,719
Total	Total	$	11,962	$	148,710	$	26,319	$	7,695	$	11,315	$	42,596	$	9,578	$	—	$	258,175	Total	$	26,467	$	135,192	$	24,098	$	7,117	$	9,739	$	33,895	$	10,210	$	—	$	246,718


	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	2022		2021		2020		2019		2018		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
As of December 31, 2022
Home equity:
Payment performance
Performing	$	—	$	114	$	454	$	—	$	—	$	17	$	224,746	$	—	$	225,331
Nonperforming	—		—		—		—		—		—		2,119		—		2,119
Total	$	—	$	114	$	454	$	—	$	—	$	17	$	226,865	$	—	$	227,450

Consumer other:
Payment performance
Performing	$	161,157	$	28,279	$	8,312	$	12,670	$	27,608	$	24,682	$	9,070	$	—	$	271,778
Nonperforming	588		137		44		280		477		567		39		—		2,132
Total	$	161,745	$	28,416	$	8,356	$	12,950	$	28,085	$	25,249	$	9,109	$	—	$	273,910

2224

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of loans by past due status at ~~March 31,~~June 30, 2023 and December 31, 2022:


(In thousands)	(In thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Total Loans		(In thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Total Loans
March 31, 2023
June 30, 2023														June 30, 2023
Construction	Construction	$	—	$	1	$	—	$	1	$	373,952	$	373,953	Construction	$	—	$	—	$	—	$	—	$	443,856	$	443,856
Commercial multifamily	Commercial multifamily	—		208		—		208		617,865		618,073		Commercial multifamily	—		—		—		—		597,472		597,472
Commercial real estate owner occupied	Commercial real estate owner occupied	265		—		2,785		3,050		692,840		695,890		Commercial real estate owner occupied	959		650		2,207		3,816		692,955		696,771
Commercial real estate non-owner occupied	Commercial real estate non-owner occupied	127		660		176		963		2,530,983		2,531,946		Commercial real estate non-owner occupied	151		117		162		430		2,556,606		2,557,036
Commercial and industrial	Commercial and industrial	2,174		2,555		13,596		18,325		1,499,231		1,517,556		Commercial and industrial	1,316		679		17,156		19,151		1,418,911		1,438,062

Residential real estate	Residential real estate	3,278		1,108		13,185		17,571		2,446,410		2,463,981		Residential real estate	4,328		2,526		12,859		19,713		2,657,340		2,677,053
Home equity	Home equity	599		172		2,093		2,864		219,529		222,393		Home equity	547		327		2,097		2,971		222,463		225,434
Consumer other	Consumer other	1,982		1,082		2,093		5,157		253,018		258,175		Consumer other	1,918		1,629		1,719		5,266		241,452		246,718
Total	Total	$	8,425	$	5,786	$	33,928	$	48,139	$	8,633,828	$	8,681,967	Total	$	9,219	$	5,928	$	36,200	$	51,347	$	8,831,055	$	8,882,402


(In thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Total Loans
December 31, 2022
Construction	$	—	$	—	$	—	$	—	$	319,452	$	319,452
Commercial multifamily	—		214		—		214		619,874		620,088
Commercial real estate owner occupied	122		—		3,302		3,424		637,065		640,489
Commercial real estate non-owner occupied	143		—		191		334		2,495,903		2,496,237
Commercial and industrial	1,173		1,438		18,658		21,269		1,423,967		1,445,236

Residential real estate	3,694		2,134		11,724		17,552		2,294,895		2,312,447
Home equity	168		57		2,119		2,344		225,106		227,450
Consumer other	1,990		1,028		2,158		5,176		268,734		273,910
Total	$	7,290	$	4,871	$	38,152	$	50,313	$	8,284,996	$	8,335,309

2325

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of loans on nonaccrual status and loans past due 90 days or more and still accruing as of ~~March 31,~~June 30, 2023 and December 31, 2022:


(In thousands)	(In thousands)	Nonaccrual Amortized Cost		Nonaccrual With No Related Allowance		Past Due 90 Days or Greater and Accruing		Interest Income Recognized on Nonaccrual		(In thousands)	Nonaccrual Amortized Cost		Nonaccrual With No Related Allowance		Past Due 90 Days or Greater and Accruing		Interest Income Recognized on Nonaccrual
At or for the three months ended March 31, 2023
At or for the three months ended June 30, 2023										At or for the three months ended June 30, 2023
Construction	Construction	$	—	$	—	$	—	$	—	Construction	$	—	$	—	$	—	$	—
Commercial multifamily	Commercial multifamily	—		—		—		—		Commercial multifamily	—		—		—		—
Commercial real estate owner occupied	Commercial real estate owner occupied	2,192		1,058		593		—		Commercial real estate owner occupied	1,399		421		808		—
Commercial real estate non-owner occupied	Commercial real estate non-owner occupied	176		66		—		—		Commercial real estate non-owner occupied	162		59		—		—
Commercial and industrial	Commercial and industrial	12,124		7,917		1,472		—		Commercial and industrial	15,489		8,503		1,667		—

Residential real estate	Residential real estate	9,720		6,120		3,465		—		Residential real estate	8,971		5,668		3,888		—
Home equity	Home equity	1,724		461		369		—		Home equity	1,491		452		606		—
Consumer other	Consumer other	1,055		—		1,038		—		Consumer other	876		—		843		—
Total	Total	$	26,991	$	15,622	$	6,937	$	—	Total	$	28,388	$	15,103	$	7,812	$	—

The commercial and industrial loans nonaccrual amortized cost as of ~~March 31,~~June 30, 2023 included medallion loans with a fair value of ~~$0.5~~$0.4 million and a contractual balance of ~~$10.2~~$9.3 million.



(In thousands)	Nonaccrual Amortized Cost		Nonaccrual With No Related Allowance		Past Due 90 Days or Greater and Accruing		Interest Income Recognized on Nonaccrual
At or for the three months ended December 31, 2022
Construction	$	—	$	—	$	—	$	—
Commercial multifamily	—		—		—		—
Commercial real estate owner occupied	2,202		1,411		1,100		—
Commercial real estate non-owner occupied	191		73		—		—
Commercial and industrial	16,992		14,223		1,666		—

Residential real estate	8,901		5,307		2,823		—
Home equity	1,568		388		551		—
Consumer other	1,260		2		898		—
Total	$	31,114	$	21,404	$	7,038	$	—

The commercial and industrial loans nonaccrual amortized cost as of December 31, 2022 included medallion loans with a fair value of $0.6 million and a contractual balance of $10.9 million.

The following table summarizes information about total loans rated Special Mention or lower at ~~March 31,~~June 30, 2023 and December 31, 2022. The table below includes consumer loans that are Special Mention and Substandard accruing that are classified as performing based on payment activity.


(In thousands)	(In thousands)	March 31, 2023		December 31, 2022		(In thousands)	June 30, 2023		December 31, 2022
Non-Accrual	Non-Accrual	$	26,991	$	31,114	Non-Accrual	$	28,388	$	31,114
Substandard Accruing	Substandard Accruing	99,551		88,665		Substandard Accruing	103,327		88,665
Total Classified	Total Classified	126,542		119,779		Total Classified	131,715		119,779
Special Mention	Special Mention	55,751		68,127		Special Mention	99,318		68,127
Total Criticized	Total Criticized	$	182,293	$	187,906	Total Criticized	$	231,033	$	187,906

2426

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A financial asset is considered collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. Expected credit losses for collateral-dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. Significant quarter over quarter changes are reflective of changes in nonaccrual status and not necessarily associated with credit quality indicators like appraisal value. The following table presents the amortized cost basis of individually analyzed collateral-dependent loans by loan portfolio segment:


		Type of Collateral				Type of Collateral
(In thousands)	(In thousands)	Real Estate		Investment Securities/Cash			Other		(In thousands)	Real Estate		Investment Securities/Cash		Other
March 31, 2023
June 30, 2023									June 30, 2023
Construction	Construction	$	—	$	—		$	—	Construction	$	—	$	—	$	—
Commercial multifamily	Commercial multifamily			—			—		Commercial multifamily			—		—
Commercial real estate owner occupied	Commercial real estate owner occupied	1,066		—			—		Commercial real estate owner occupied	798		—		—
Commercial real estate non-owner occupied	Commercial real estate non-owner occupied	373		—			—		Commercial real estate non-owner occupied	666		—		—
Commercial and industrial	Commercial and industrial	185		—			8,946		Commercial and industrial	5,022		—		7,320

Residential real estate	Residential real estate	4,746		—			—		Residential real estate	7,514		—		—
Home equity	Home equity	462		—			—		Home equity	471		—		—
Consumer other	Consumer other	—		—			—		Consumer other	—		—		—
Total loans	Total loans	$	6,832	$	—		$	8,946	Total loans	$	14,471	$	—	$	7,320

December 31, 2022	December 31, 2022								December 31, 2022
Construction	Construction	$	—	$	—		$	—	Construction	$	—	$	—	$	—
Commercial multifamily	Commercial multifamily	—		—			—		Commercial multifamily	—		—		—
Commercial real estate owner occupied	Commercial real estate owner occupied	2,793		—			—		Commercial real estate owner occupied	2,793		—		—
Commercial real estate non-owner occupied	Commercial real estate non-owner occupied	384		—			—		Commercial real estate non-owner occupied	384		—		—
Commercial and industrial	Commercial and industrial	288		—			16,931		Commercial and industrial	288		—		16,931

Residential real estate	Residential real estate	3,910		—			—		Residential real estate	3,910		—		—
Home equity	Home equity	501		—			—		Home equity	501		—		—
Consumer other	Consumer other	2		—			—		Consumer other	2		—		—
Total loans	Total loans	$	7,878	$	—		$	16,931	Total loans	$	7,878	$	—	$	16,931

2527

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Modified Loans

Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extension, an other-than-insignificant payment delay or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses.

In some cases, the Company provides multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. For the loans included in the "combination" columns below, multiple types of modifications have been made on the same loan within the current reporting period. The combination is at least two of the following: a term extension and principal forgiveness, an other-than-insignificant payment delay and/or an interest rate reduction.

The following table presents the amortized cost basis of loans at ~~March 31,~~June 30, 2023 that were both experiencing financial difficulty and modified during the three and six months ended ~~March 31,~~June 30, 2023, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below:


(In thousands)	(In thousands)	Principal Forgiveness		Payment Delay		Term Extension		Interest Rate Reduction		Combination Term Extension and Principal Forgiveness		Combination Term Extension and Interest Rate Reduction		Total Class of Financing Receivable		(In thousands)	Principal Forgiveness		Payment Delay		Term Extension		Interest Rate Reduction		Combination Term Extension and Principal Forgiveness		Combination Term Extension and Interest Rate Reduction		Total Class of Financing Receivable
Three months ended March 31, 2023
Three months ended June 30, 2023																Three months ended June 30, 2023
Construction	Construction	$	—	$	—	$	—	$	—	$	—	$	—	—	%	Construction	$	—	$	—	$	—	$	—	$	—	$	—	—	%
Commercial multifamily	Commercial multifamily	—		—		—		—		—		—		—		Commercial multifamily	—		—		—		—		—		—		—
Commercial real estate owner occupied	Commercial real estate owner occupied	—		387		—		—		—		—		0.06		Commercial real estate owner occupied	—		—		—		—		—		—		—
Commercial real estate non-owner occupied	Commercial real estate non-owner occupied	—		—		—		—		—		—		—		Commercial real estate non-owner occupied	—		—		11,733		—		—		—		0.46
Commercial and industrial	Commercial and industrial	—		—		—		—		10		—		—		Commercial and industrial	—		—		1,291		—		—		—		0.09

Residential real estate	Residential real estate	—		—		—		—		—		—		—		Residential real estate	—		—		—		—		—		—		—
Home equity	Home equity	—		—		—		—		—		—		—		Home equity	—		—		—		—		—		—		—
Consumer other	Consumer other	—		—		—		—		—		—		—		Consumer other	—		—		—		—		—		—		—
Total	Total	$	—	$	387	$	—	$	—	$	10	$	—	—	%	Total	$	—	$	—	$	13,024	$	—	$	—	$	—	—	%

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(In thousands)	Principal Forgiveness		Payment Delay		Term Extension		Interest Rate Reduction		Combination Term Extension and Principal Forgiveness		Combination Term Extension and Interest Rate Reduction		Total Class of Financing Receivable
Six months ended June 30, 2023
Construction	$	—	$	—	$	—	$	—	$	—	$	—	—	%
Commercial multifamily	—		—		—		—		—		—		—
Commercial real estate owner occupied	—		387		—		—		—		—		0.06
Commercial real estate non-owner occupied	—		—		11,733		—		—		—		0.46
Commercial and industrial	—		—		1,291		—		10		—		0.09
Residential real estate	—		—		—		—		—		—		—
Home equity	—		—		—		—		—		—		—
Consumer other	—		—		—		—		—		—		—
Total	$	—	$	387	$	13,024	$	—	$	10	$	—	—	%

The Company has not committed to lend additional amounts to the borrowers included in the previous table.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of such loans that have been modified in the last twelve months.

(In thousands)

30 - 59 Days Past Due

60 - 89 Days Past Due

Greater Than 89 Days Past Due

Total Past Due

~~March 31,~~Three months ended June 30, 2023

Construction

—

Commercial multifamily

—

Commercial real estate owner occupied

—

Commercial real estate non-owner occupied

—

Commercial and industrial

—

Residential real estate

—

Home equity

—

Consumer other

—

Total

—

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands)

30 - 59 Days Past Due

60 - 89 Days Past Due

Greater Than 89 Days Past Due

Total Past Due

Six months ended June 30, 2023

Construction

—

Commercial multifamily

—

Commercial real estate owner occupied

—

Commercial real estate non-owner occupied

—

Commercial and industrial

—

Residential real estate

—

Home equity

—

Consumer other

—

Total

—

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the three and six months ended ~~March 31,~~June 30, 2023:

(In thousands) Principal Forgiveness Weighted Average Interest Rate Reduction Weighted Average Term Extension (months)
March 31, 2023
Construction $ — — % 0
Commercial multifamily — — 0
Commercial real estate owner occupied — — 120
Commercial real estate non-owner occupied — — 0
Commercial and industrial — 1.25 87
Residential real estate — — 0
Home equity — — 0
Consumer other — — 0


(In thousands)	Principal Forgiveness		Weighted Average Interest Rate Reduction		Weighted Average Term Extension (months)
Three months ended June 30, 2023
Construction	$	—	—	%	0
Commercial multifamily	—		—		0
Commercial real estate owner occupied	—		—		0
Commercial real estate non-owner occupied	—		—		12
Commercial and industrial	—		—		119
Residential real estate	—		—		0
Home equity	—		—		0
Consumer other	—		—		0


(In thousands)	Principal Forgiveness		Weighted Average Interest Rate Reduction		Weighted Average Term Extension (months)
Six months ended June 30, 2023
Construction	$	—	—	%	0
Commercial multifamily	—		—		0
Commercial real estate owner occupied	—		—		120
Commercial real estate non-owner occupied	—		—		0
Commercial and industrial	—		1.25		118
Residential real estate	—		—		0
Home equity	—		—		0
Consumer other	—		—		0

There were no loans that had a payment default during the three and six months ended ~~March 31,~~June 30, 2023 that were modified in the twelve months prior to that default to borrowers experiencing financial difficulty.

Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

2730

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5. DEPOSITS

A summary of time deposits is as follows:


(In thousands)	(In thousands)	March 31, 2023		December 31, 2022		(In thousands)	June 30, 2023		December 31, 2022
Time less than $100,000	Time less than $100,000	$	621,894	$	549,265	Time less than $100,000	$	669,592	$	549,265
Time $100,000 through $250,000	Time $100,000 through $250,000	877,486		642,600		Time $100,000 through $250,000	1,102,571		642,600
Time more than $250,000	Time more than $250,000	613,266		441,842		Time more than $250,000	663,455		441,842
Total time deposits	Total time deposits	$	2,112,646	$	1,633,707	Total time deposits	$	2,435,618	$	1,633,707

NOTE 6. BORROWED FUNDS

Borrowed funds at ~~March 31,~~June 30, 2023 and December 31, 2022 are summarized as follows:


		March 31, 2023				December 31, 2022					June 30, 2023				December 31, 2022
				Weighted				Weighted					Weighted				Weighted
				Average				Average					Average				Average
(Dollars in thousands)	(Dollars in thousands)	Principal		Rate		Principal		Rate		(Dollars in thousands)	Principal		Rate		Principal		Rate
Short-term borrowings:	Short-term borrowings:									Short-term borrowings:
Advances from the FHLB	Advances from the FHLB	$	900,000	5.13	%	$	—	—	%	Advances from the FHLB	$	470,000	5.45	%	$	—	—	%

Total short-term borrowings:	Total short-term borrowings:	900,000		5.13		—		—		Total short-term borrowings:	470,000		5.45		—		—
Long-term borrowings:	Long-term borrowings:									Long-term borrowings:
Advances from the FHLB and other borrowings	Advances from the FHLB and other borrowings	4,395		0.71		4,445		0.71		Advances from the FHLB and other borrowings	204,345		3.83		4,445		0.71

Subordinated borrowings	Subordinated borrowings	98,188		5.50		98,089		5.50		Subordinated borrowings	98,237		5.50		98,089		5.50
Junior subordinated borrowing - Trust I	Junior subordinated borrowing - Trust I	15,464		6.77		15,464		6.54		Junior subordinated borrowing - Trust I	15,464		7.24		15,464		6.54
Junior subordinated borrowing - Trust II	Junior subordinated borrowing - Trust II	7,524		6.57		7,511		6.47		Junior subordinated borrowing - Trust II	7,537		7.25		7,511		6.47

Total long-term borrowings:	Total long-term borrowings:	125,571		5.55		125,509		5.52		Total long-term borrowings:	325,583		4.58		125,509		5.52
Total	Total	$	1,025,571	5.18	%	$	125,509	5.52	%	Total	$	795,583	5.09	%	$	125,509	5.52	%

Short-term debt includes Federal Home Loan Bank (“FHLB”) advances with an original maturity of less than one year. The Bank also maintains a $3.0 million secured line of credit with the FHLB that bears a daily adjustable rate calculated by the FHLB. There was no outstanding balance on the FHLB line of credit for the periods ended ~~March 31,~~June 30, 2023 and December 31, 2022. The Bank's available borrowing capacity with the FHLB was ~~$1.7~~$2.2 billion and $1.5 billion for the periods ended ~~March 31,~~June 30, 2023 and December 31, 2022.

The Bank is approved to borrow on a short-term basis from the Federal Reserve Bank of Boston as a non-member bank. The Bank has pledged certain loans and securities to the Federal Reserve Bank to support this arrangement. NoThe Bank had no borrowings with the Federal Reserve Bank under this arrangement ~~took place for~~during the periods ended ~~March 31,~~June 30, 2023 and December 31, ~~2022.~~2022, respectivvely. The Bank's available borrowing capacity with the Federal Reserve Bank was $1.4 billion and $0.6 billion for the periods ended ~~March 31,~~June 30, 2023 and December 31, 2022, respectively.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

Long-term FHLB advances consist of advances with an original maturity of more than one year and are subject to prepayment penalties. ~~There were no callable advances outstanding at March 31, 2023.~~ The advances outstanding at ~~March 31,~~June 30, 2023 included callable advances totaling $130.0 million

and amortizing advances totaling ~~$4.4~~$4.3 million. There were no callable advances outstanding at December 31, 2022. The advances outstanding at December 31, 2022 included amortizing advances totaling $4.4 million. All FHLB borrowings, including the line of credit, are secured by a blanket security agreement on certain qualified collateral, principally all residential first mortgage loans and certain securities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of maturities of FHLB advances as of ~~March 31,~~June 30, 2023 is as follows:


		March 31, 2023				June 30, 2023
				Weighted Average						Weighted Average
(In thousands, except rates)	(In thousands, except rates)	Principal		Rate			(In thousands, except rates)	Principal		Rate
Fixed rate advances maturing:	Fixed rate advances maturing:						Fixed rate advances maturing:
2023	2023	$	900,000	5.13	%		2023	$	460,000	5.45	%
2024	2024	21		—			2024	40,017		5.05
2025	2025	—		—			2025	40,000		4.55
2026	2026	548		2.20			2026	65,539		3.61
2027 and beyond	2027 and beyond	3,826		0.50			2027 and beyond	68,789		3.16
Total FHLB advances	Total FHLB advances	$	904,395	5.11	%		Total FHLB advances	$	674,345	4.96	%

The Company did not have variable-rate FHLB advances for the periods ended ~~March 31,~~June 30, 2023 and December 31, 2022, respectively.

In June 2022, the Company issued ten year subordinated notes in the amount of $100.0 million. The interest rate is fixed at 5.50% for the first five years. After five years, the notes become callable and will bear interest at a floating rate per annum equal to a benchmark rate (which is expected to be Three-Month Term SOFR), plus 249 basis points. The subordinated note includes reduction to the note principal balance of ~~$1.4~~$1.8 million for unamortized debt issuance costs as of ~~March 31,~~June 30, 2023.

The Company holds 100% of the common stock of Berkshire Hills Capital Trust I (“Trust I”) which is included in other assets at a cost of $0.5 million. The sole asset of Trust I is $15.5 million of the Company’s junior subordinated debentures due in 2035. These debentures bear interest at a variable rate equal to LIBOR plus 1.85% and had a rate of ~~6.77%~~7.24% and 6.54% at ~~March 31,~~June 30, 2023 and December 31, 2022, respectively. The Company has the right to defer payments of interest for up to five years on the debentures at any time, or from time to time, with certain limitations, including a restriction on the payment of dividends to shareholders while such interest payments on the debentures have been deferred. The Company has not exercised this right to defer payments. The Company has the right to redeem the debentures at par value. Trust I is considered a variable interest entity for which the Company is not the primary beneficiary. Accordingly, Trust I is not consolidated into the Company’s financial statements.

The Company holds 100% of the common stock of SI Capital Trust II (“Trust II”) which is included in other assets at a cost of $0.2 million. The sole asset of Trust II is $8.2 million of the Company’s junior subordinated debentures due in 2036. These debentures bear interest at a variable rate equal to LIBOR plus 1.70% and had a rate of ~~6.57%~~7.25% and 6.47% at ~~March 31,~~June 30, 2023 and December 31, 2022, respectively. The Company has the right to defer payments of interest for up to five years on the debentures at any time, or from time to time, with certain limitations, including a restriction on the payment of dividends to shareholders while such interest payments on the debentures have been deferred. The Company has not exercised this right to defer payments. The Company has the right to redeem the debentures at par value. Trust II is considered a variable interest entity for which the Company is not the primary beneficiary. Accordingly, Trust II is not consolidated into the Company’s financial statements.

2932

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

As of ~~March 31,~~June 30, 2023, the Company held derivatives with a total notional amount of $4.5 billion. That amount included $0.8 billion in interest rate swap derivatives that were designated as cash flow hedges for accounting purposes. The Company also had economic hedges totaling $3.7 billion and ~~$6.6~~$9.4 million non-hedging derivatives, which are not designated as hedges for accounting purposes with changes in fair value recorded directly through earnings. Economic hedges included interest rate swaps totaling ~~$3.3~~$3.4 billion, risk participation agreements with dealer banks of ~~$0.4~~$0.3 billion, and ~~$1.5~~$8.9 million in forward commitment contracts.

As part of the Company’s risk management strategy, the Company enters into interest rate swap agreements to mitigate the interest rate risk inherent in certain of the Company’s assets and liabilities. Interest rate swap agreements involve the risk of dealing with both Bank customers and institutional derivative counterparties and their ability to meet contractual terms. The agreements are entered into with counterparties that meet established credit standards and contain master netting and collateral provisions protecting the at-risk party. The derivatives program is overseen by the Risk Management and Capital Committee of the Company’s Board of Directors. Based on adherence to the Company’s credit standards and the presence of the netting and collateral provisions, the Company believes that the credit risk inherent in these contracts was not significant at ~~March 31,~~June 30, 2023.

The Company had no pledged collateral to derivative counterparties in the form of cash as of ~~March 31,~~June 30, 2023. The Company had pledged securities to derivative counterparties with an amortized cost of ~~$11.4~~$10.1 million and a fair value of ~~$11.2~~$9.9 million as of ~~March 31,~~June 30, 2023. The Company does not typically require its commercial customers to post cash or securities as collateral on its program of back-to-back economic hedges. However certain language is written into the International Swaps Dealers Association, Inc. (“ISDA”) and loan documents where, in default situations, the Bank is allowed to access collateral supporting the loan relationship to recover any losses suffered on the derivative asset or liability. The Company may need to post additional collateral in the future in proportion to potential increases in unrealized loss positions.

3033

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Information about derivative assets and liabilities at ~~March 31,~~June 30, 2023, follows:


				Weighted	Weighted Average Rate				Estimated					Weighted	Weighted Average Rate				Estimated
		Notional		Average			Contract		Fair Value			Notional		Average			Contract		Fair Value
		Amount		Maturity	Received		pay rate		Asset (Liability)			Amount		Maturity	Received		pay rate		Asset (Liability)
		(In thousands)		(In years)					(In thousands)			(In thousands)		(In years)					(In thousands)
Cash flow hedges:	Cash flow hedges:										Cash flow hedges:
Interest rate swaps on commercial loans(1)	Interest rate swaps on commercial loans(1)	$	600,000	2.6	4.64	%	3.64	%	$	1,704	Interest rate swaps on commercial loans (1)	$	600,000	2.4	5.07	%	3.64	%	$	714

Interest rate collars on commercial loans	Interest rate collars on commercial loans	200,000		3.3					2,618		Interest rate collars on commercial loans	200,000		3.0					781
Total cash flow hedges	Total cash flow hedges	800,000							4,322		Total cash flow hedges	800,000							1,495

Economic hedges:	Economic hedges:										Economic hedges:
Interest rate swap on tax advantaged economic development bond	Interest rate swap on tax advantaged economic development bond	$	6,850	6.7	3.96	%	5.09	%	$	(261)	Interest rate swap on tax advantaged economic development bond	$	6,637	6.4	4.55	%	5.09	%	$	(118)
Interest rate swaps on loans with commercial loan customers ~~(1)~~	Interest rate swaps on loans with commercial loan customers ~~(1)~~	1,682,955		5.4	4.10	%	5.93	%	(68,090)		Interest rate swaps on loans with commercial loan customers ~~(1)~~	1,683,400		5.3	4.16	%	6.28	%	(92,320)
Offsetting interest rate swaps on loans with commercial loan customers (1)	Offsetting interest rate swaps on loans with commercial loan customers (1)	1,682,955		5.4	5.93	%	4.10	%	33,841		Offsetting interest rate swaps on loans with commercial loan customers (1)	1,683,400		5.3	6.28	%	4.16	%	49,004
Risk participation agreements with dealer banks	Risk participation agreements with dealer banks	356,227		6.3					(106)		Risk participation agreements with dealer banks	348,136		4.1					(81)
Forward sale commitments	Forward sale commitments	1,505		0.2					15		Forward sale commitments	8,876		0.2					63
Total economic hedges	Total economic hedges	3,730,492							(34,601)		Total economic hedges	3,730,449							(43,452)

Non-hedging derivatives:	Non-hedging derivatives:										Non-hedging derivatives:
Commitments to lend	Commitments to lend	6,587		0.2					26		Commitments to lend	9,369		0.2					37
Total non-hedging derivatives	Total non-hedging derivatives	6,587							26		Total non-hedging derivatives	9,369							37

Total	Total	$	4,537,079						$	(30,253)	Total	$	4,539,818						$	(41,920)

(1) Fair value estimates include the impact of ~~$31.2~~$31.0 million settled to market contract agreements.

~~Information about derivative assets and liabilities at December 31, 2022, follows:~~

3134

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Weighted Weighted Average Rate Estimated
Notional Average Contract Fair Value
Amount Maturity Received pay rate Asset (Liability)
(In thousands) (In years) (In thousands)
Cash flow hedges:
Interest rate swaps on commercial loans $ 400,000 2.7 4.09 % 3.51 % $ —
Forward-starting interest rate swaps on commercial loans 200,000 3.3 — % 3.90 % —
Interest rate collars on commercial loans 200,000 3.5 1,937
800,000 1,937
Economic hedges:
Interest rate swap on tax advantaged economic development bond $ 7,062 6.9 4.49 % 5.09 % $ (193)
Interest rate swaps on loans with commercial loan customers 1,685,263 5.7 4.11 % 5.55 % (95,114)
Offsetting interest rate swaps on loans with commercial loan customers (1)
1,685,263 5.7 5.55 % 4.11 % 50,267
Risk participation agreements with dealer banks 341,885 6.8 (89)
Forward sale commitments 927 0.2 8
Total economic hedges 3,720,400 (45,121)
Non-hedging derivatives:
Commitments to lend 4,114 0.2 17
Total non-hedging derivatives 4,114 17
Total $ 4,524,514 $ (43,167)
Information about derivative assets and liabilities at December 31, 2022, follows:


			Weighted	Weighted Average Rate				Estimated
	Notional		Average			Contract		Fair Value
	Amount		Maturity	Received		pay rate		Asset (Liability)
	(In thousands)		(In years)					(In thousands)
Cash flow hedges:
Interest rate swaps on commercial loans	$	400,000	2.7	4.09	%	3.51	%	$	—
Forward-starting interest rate swaps on commercial loans	200,000		3.3	—	%	3.90	%	—
Interest rate collars on commercial loans	200,000		3.5					1,937
	800,000							1,937

Economic hedges:
Interest rate swap on tax advantaged economic development bond	$	7,062	6.9	4.49	%	5.09	%	$	(193)
Interest rate swaps on loans with commercial loan customers	1,685,263		5.7	4.11	%	5.55	%	(95,114)
Offsetting interest rate swaps on loans with commercial loan customers (1)	1,685,263		5.7	5.55	%	4.11	%	50,267
Risk participation agreements with dealer banks	341,885		6.6					(89)
Forward sale commitments	927		0.2					8
Total economic hedges	3,720,400							(45,121)

Non-hedging derivatives:
Commitments to lend	4,114		0.2					17
Total non-hedging derivatives	4,114							17

Total	$	4,524,514						$	(43,167)

(1) Fair value estimates include the impact of $38.3 million settled to market contract agreements.

3235

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash flow hedges

The effective portion of unrealized changes in the fair value of derivatives accounted for as cash flow hedges is reported in other comprehensive income and subsequently reclassified to earnings in the same period or periods during which the hedged transaction is forecasted to affect earnings. Each quarter, the Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged item or transaction. The ineffective portion of changes in the fair value of the derivatives is recognized directly in earnings. All cash flow hedges are considered

highly effective.

As of ~~March 31,~~June 30, 2023, the Company had eight interest rate swap contracts with a notional value of $800.0 ~~million as of March 31, 2023.~~million. The interest rate swaps have durations of two to three years. This hedge strategy converts commercial variable rate loans to fixed interest rates, thereby protecting the Company from floating interest rate variability.

As of ~~March 31,~~June 30, 2023, the Company had two interest rate collars. The first interest rate collar has a 3.00% floor and a 5.75% cap with a notional value of $100.0 million. The second interest rate collar has a 3.25% floor and a 5.75% cap with a notional value of $100.0 million. The interest rate collars have durations of three to four years. The structure of these instruments is such that the Company pays the counterparty an incremental amount if the collar index exceeds the cap rate. Conversely, the Company receives an incremental amount if the index falls below the floor rate. No payments are required if the collar index falls between the cap and floor rates.

Amounts included in the Consolidated Statements of Income and in the other comprehensive income section of the Consolidated Statements of Comprehensive Income (related to interest rate derivatives designated as hedges of cash flows), were as follows:


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	(In thousands)	2023		2022			(In thousands)	2023		2022		2023		2022
Interest rate swaps on commercial loans:	Interest rate swaps on commercial loans:						Interest rate swaps on commercial loans:
Unrealized (loss) recognized in accumulated other comprehensive loss	Unrealized (loss) recognized in accumulated other comprehensive loss	$	5,955	$	—		Unrealized (loss) recognized in accumulated other comprehensive loss	$	(11,753)	$	—	$	(5,798)	$	—

Less: Reclassification of unrealized (loss) from accumulated other comprehensive loss to interest expense	Less: Reclassification of unrealized (loss) from accumulated other comprehensive loss to interest expense	(157)		—			Less: Reclassification of unrealized (loss) from accumulated other comprehensive loss to interest expense	(157)		—		(314)		—

Net tax benefit on items recognized in accumulated other comprehensive income	Net tax benefit on items recognized in accumulated other comprehensive income	(1,556)		—			Net tax benefit on items recognized in accumulated other comprehensive income	3,197		—		1,641		—

Other comprehensive loss recorded in accumulated other comprehensive income, net of reclassification adjustments and tax effects	Other comprehensive loss recorded in accumulated other comprehensive income, net of reclassification adjustments and tax effects	$	4,242	$	—		Other comprehensive loss recorded in accumulated other comprehensive income, net of reclassification adjustments and tax effects	$	(8,713)	$	—	$	(4,471)	$	—
Net interest expense recognized on hedged commercial loans	Net interest expense recognized on hedged commercial loans	$	1,293	$	—		Net interest expense recognized on hedged commercial loans	$	2,034	$	—	$	3,327	$	—

3336

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Economic hedges

As of ~~March 31,~~June 30, 2023, the Company has an interest rate swap with a ~~$6.9~~$6.6 million notional amount to swap out the fixed rate of interest on an economic development bond bearing a fixed rate of 5.09%, currently within the Company’s trading portfolio under the fair value option, in exchange for a LIBOR-based floating rate. The intent of the economic hedge is to improve the Company’s asset sensitivity to changing interest rates in anticipation of favorable average floating rates of interest over the 21-year life of the bond. The fair value changes of the economic development bond are mostly offset by fair value changes of the related interest rate swap.

The Company also offers certain derivative products directly to qualified commercial borrowers. The Company economically hedges derivative transactions executed with commercial borrowers by entering into mirror-image, offsetting derivatives with third-party financial institutions. The transaction allows the Company’s customer to convert a variable-rate loan to a fixed rate loan. Because the Company acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts mostly offset each other in earnings. There was no credit valuation loss adjustment arising from the difference in credit worthiness of the commercial loan and financial institution counterparties as of ~~March 31,~~June 30, 2023. The interest income and expense on these mirror image swaps exactly offset each other.

The Company has risk participation agreements with dealer banks. Risk participation agreements occur when the Company participates on a loan and a swap where another bank is the lead. The Company gets paid a fee to take on the risk associated with having to make the lead bank whole on Berkshire’s portion of the pro-rated swap should the borrower default. Changes in fair value are recorded in current period earnings.

The Company utilizes forward sale commitments to hedge interest rate risk and the associated effects on the fair value of interest rate lock commitments and loans originated for sale. The forward sale commitments are accounted for as derivatives with changes in fair value recorded in current period earnings.

The Company uses the following types of forward sale commitments contracts:

•Best efforts loan sales,

•Mandatory delivery loan sales, and

•To Be Announced (“TBA”) mortgage-backed securities sales.

A best efforts contract refers to a loan sale agreement where the Company commits to deliver an individual mortgage loan of a specified principal amount and quality to an investor if the loan to the underlying borrower closes. The Company may enter into a best efforts contract once the price is known, which is shortly after the potential borrower’s interest rate is locked.

A mandatory delivery contract is a loan sale agreement where the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price on or before a specified date. Generally, the Company may enter into mandatory delivery contracts shortly after the loan closes with a customer.

The Company may sell TBA mortgage-backed securities to hedge the changes in fair value of interest rate lock commitments and held for sale loans, which do not have corresponding best efforts or mandatory delivery contracts. These security sales transactions are closed once mandatory contracts are written. On the closing date the price of the security is locked-in, and the sale is paired-off with a purchase of the same security. Settlement of the security purchase/sale transaction is done with cash on a net-basis.

3437

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Non-hedging derivatives

The Company enters into interest rate lock commitments (“IRLCs”), or commitments to lend, for residential mortgage loans, which commit the Company to lend funds to a potential borrower at a specific interest rate and within a specified period of time. IRLCs that relate to the origination of mortgage loans that will be held for sale are considered derivative financial instruments under applicable accounting guidance. Outstanding IRLCs expose the Company to the risk that the price of the mortgage loans underlying the commitments may decline due to increases in mortgage interest rates from inception of the rate lock to the funding of the loan. The IRLCs are free-standing derivatives which are carried at fair value with changes recorded in non-interest income in the Company’s consolidated statements of operations. Changes in the fair value of IRLCs subsequent to inception are based on changes in the fair value of the underlying loan resulting from the fulfillment of the commitment and changes in the probability that the loan will fund within the terms of the commitment, which is affected primarily by changes in interest rates and the passage of time.

Amounts included in the Consolidated Statements of Income related to economic hedges and non-hedging derivatives were as follows:


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	(In thousands)	2023		2022			(In thousands)	2023		2022		2023		2022
Economic hedges	Economic hedges						Economic hedges
Interest rate swap on industrial revenue bond:	Interest rate swap on industrial revenue bond:						Interest rate swap on industrial revenue bond:
Unrealized (loss)/gain recognized in other non-interest income		$	(68)	$	432
Unrealized gain recognized in other non-interest income							Unrealized gain recognized in other non-interest income	$	142	$	217	$	75	$	649

Interest rate swaps on loans with commercial loan customers:	Interest rate swaps on loans with commercial loan customers:						Interest rate swaps on loans with commercial loan customers:
Unrealized gain/(loss) recognized in other non-interest income		27,024		(78,698)
Unrealized (loss)/gain recognized in other non-interest income							Unrealized (loss)/gain recognized in other non-interest income	(24,230)		(44,927)		2,794		(123,625)
Favorable change in credit valuation adjustment recognized in other non-interest income	Favorable change in credit valuation adjustment recognized in other non-interest income	—		867			Favorable change in credit valuation adjustment recognized in other non-interest income	—		—		—		1,809

Offsetting interest rate swaps on loans with commercial loan customers:	Offsetting interest rate swaps on loans with commercial loan customers:						Offsetting interest rate swaps on loans with commercial loan customers:
Unrealized (loss)/gain recognized in other non-interest income		(27,024)		78,698
Unrealized gain/(loss) recognized in other non-interest income							Unrealized gain/(loss) recognized in other non-interest income	24,230		44,927		(2,794)		123,625

Risk participation agreements:	Risk participation agreements:						Risk participation agreements:
Unrealized (loss) recognized in other non-interest income		(16)		(108)
Unrealized gain/(loss) recognized in other non-interest income							Unrealized gain/(loss) recognized in other non-interest income	25		(292)		8		(400)

Forward commitments:	Forward commitments:						Forward commitments:
Unrealized gain/(loss) recognized in other non-interest income	Unrealized gain/(loss) recognized in other non-interest income	7		(127)			Unrealized gain/(loss) recognized in other non-interest income	48		11		55		(116)

Non-hedging derivatives	Non-hedging derivatives						Non-hedging derivatives
Commitments to lend	Commitments to lend						Commitments to lend
Unrealized gain/(loss) recognized in other non-interest income	Unrealized gain/(loss) recognized in other non-interest income	$	9	$	(106)		Unrealized gain/(loss) recognized in other non-interest income	$	11	$	8	$	20	$	(98)

Realized gain in other non-interest income	Realized gain in other non-interest income	39		252			Realized gain in other non-interest income	54		90		94		342

3538

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Assets and Liabilities Subject to Enforceable Master Netting Arrangements

Interest Rate Swap Agreements (“Swap Agreements”)

The Company enters into swap agreements to facilitate the risk management strategies for commercial banking customers. The Company mitigates this risk by entering into equal and offsetting swap agreements with highly rated third party financial institutions. The swap agreements are free-standing derivatives and are recorded at fair value in the Company’s consolidated statements of condition. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral generally in the form of marketable securities is received or posted by the counterparty with net liability positions, respectively, in accordance with contract thresholds.

The Company had net asset positions with its financial institution counterparties totaling ~~$37.0~~$45.5 million and $51.2 million as of ~~March 31,~~June 30, 2023 and December 31, 2022, respectively. The Company had net asset positions with its commercial banking counterparties totaling ~~$7.3~~$2.3 million and $1.0 million as of ~~March 31,~~June 30, 2023 and December 31, 2022, respectively. The Company had net liability positions with its financial institution counterparties totaling ~~$3.3~~$1.6 million and $1.2 million as of ~~March 31,~~June 30, 2023 and December 31, 2022, respectively. The Company had net liability positions with its commercial banking counterparties totaling ~~$71.1~~$93.1 million and $96.1 million as of ~~March 31,~~June 30, 2023 and December 31, 2022. The Company has collateral pledged to cover this liability.

The following table presents the assets and liabilities subject to an enforceable master netting arrangement as of ~~March 31,~~June 30, 2023 and December 31, 2022:

Offsetting of Financial Assets and Derivative Assets


		Gross Amounts of		Gross Amounts Offset in the		Net Amounts of Assets Presented in the		Gross Amounts Not Offset in the Statements of Condition							Gross Amounts of		Gross Amounts Offset in the		Net Amounts of Assets Presented in the		Gross Amounts Not Offset in the Statements of Condition
		Recognized		Statements of		Statements of		Financial		Cash					Recognized		Statements of		Statements of		Financial		Cash
(In thousands)	(In thousands)	Assets		Condition		Condition		Instruments		Collateral Received		Net Amount		(In thousands)	Assets		Condition		Condition		Instruments		Collateral Received		Net Amount
March 31, 2023
June 30, 2023														June 30, 2023
Interest Rate Swap Agreements:	Interest Rate Swap Agreements:													Interest Rate Swap Agreements:
Institutional counterparties	Institutional counterparties	$	71,303	$	(34,283)	$	37,020	$	—	$	—	$	37,020	Institutional counterparties	$	93,842	$	(43,336)	$	50,506	$	—	$	—	$	50,506
Commercial counterparties	Commercial counterparties	7,283		—		7,283		—		—		7,283		Commercial counterparties	2,250		—		2,250		—		—		2,250
Total	Total	$	78,586	$	(34,283)	$	44,303	$	—	$	—	$	44,303	Total	$	96,092	$	(43,336)	$	52,756	$	—	$	—	$	52,756

Offsetting of Financial Liabilities and Derivative Liabilities


		Gross Amounts of		Gross Amounts Offset in the		Net Amounts of Liabilities Presented in the		Gross Amounts Not Offset in the Statements of Condition							Gross Amounts of		Gross Amounts Offset in the		Net Amounts of Liabilities Presented in the		Gross Amounts Not Offset in the Statements of Condition
		Recognized		Statements of		Statements of		Financial		Cash					Recognized		Statements of		Statements of		Financial		Cash
(In thousands)	(In thousands)	Liabilities		Condition		Condition		Instruments		Collateral Pledged		Net Amount		(In thousands)	Liabilities		Condition		Condition		Instruments		Collateral Pledged		Net Amount
March 31, 2023
June 30, 2023														June 30, 2023
Interest Rate Swap Agreements:	Interest Rate Swap Agreements:													Interest Rate Swap Agreements:
Institutional counterparties	Institutional counterparties	$	(3,290)	$	6	$	(3,284)	$	11,199	$	—	$	7,915	Institutional counterparties	$	(1,600)	$	5	$	(1,595)	$	9,918	$	—	$	8,323
Commercial counterparties	Commercial counterparties	(74,104)		3,052		(71,052)		—		—		(71,052)		Commercial counterparties	(105,357)		12,294		(93,063)		—		—		(93,063)
Total	Total	$	(77,394)	$	3,058	$	(74,336)	$	11,199	$	—	$	(63,137)	Total	$	(106,957)	$	12,299	$	(94,658)	$	9,918	$	—	$	(84,740)

3639

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Offsetting of Financial Assets and Derivative Assets


	Gross Amounts of		Gross Amounts Offset in the		Net Amounts of Assets Presented in the		Gross Amounts Not Offset in the Statements of Condition
	Recognized		Statements of		Statements of		Financial		Cash
(In thousands)	Assets		Condition		Condition		Instruments		Collateral Received		Net Amount
December 31, 2022
Interest Rate Swap Agreements:
Institutional counterparties	$	96,295	$	(45,046)	$	51,249	$	—	$	—	$	51,249
Commercial counterparties	975		—		975		—		—		975
Total	$	97,270	$	(45,046)	$	52,224	$	—	$	—	$	52,224

Offsetting of Financial Liabilities and Derivative Liabilities


	Gross Amounts of		Gross Amounts Offset in the		Net Amounts of Liabilities Presented in the		Gross Amounts Not Offset in the Statements of Condition
	Recognized		Statements of		Statements of		Financial		Cash
(In thousands)	Liabilities		Condition		Condition		Instruments		Collateral Pledged		Net Amount
December 31, 2022
Interest Rate Swap Agreements:
Institutional counterparties	$	(1,271)	$	36	$	(1,235)	$	11,973	$	—	$	10,738
Commercial counterparties	(102,595)		6,507		(96,088)		—		—		(96,088)
Total	$	(103,866)	$	6,543	$	(97,323)	$	11,973	$	—	$	(85,350)

3740

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8. LEASES

Substantially all of the leases in which the Company is the lessee are comprised of real estate property for branches, ATM locations, and office space. Most of the Company’s leases are classified as operating leases. At ~~March 31,~~June 30, 2023, lease expiration dates ranged from 1 month to 17 years.

The following table represents the Consolidated Balance Sheets classification of the Company’s right-of-use (“ROU”) assets and lease liabilities:


(In thousands)	(In thousands)		March 31, 2023		December 31, 2022		(In thousands)		June 30, 2023		December 31, 2022
Lease Right-of-Use Assets	Lease Right-of-Use Assets	Classification					Lease Right-of-Use Assets	Classification
Operating lease right-of-use assets	Operating lease right-of-use assets	Other assets	$	49,074	$	46,411	Operating lease right-of-use assets	Other assets	$	48,305	$	46,411
Finance lease right-of-use assets	Finance lease right-of-use assets	Premises and equipment, net	5,988		6,151		Finance lease right-of-use assets	Premises and equipment, net	5,857		6,151
Total Lease Right-of-Use Assets	Total Lease Right-of-Use Assets		$	55,062	$	52,562	Total Lease Right-of-Use Assets		$	54,162	$	52,562

Lease Liabilities	Lease Liabilities						Lease Liabilities
Operating lease liabilities	Operating lease liabilities	Other liabilities	$	55,261	$	53,736	Operating lease liabilities	Other liabilities	$	54,315	$	53,736
Finance lease liabilities	Finance lease liabilities	Other liabilities	9,127		9,306		Finance lease liabilities	Other liabilities	8,979		9,306
Total Lease Liabilities	Total Lease Liabilities		$	64,388	$	63,042	Total Lease Liabilities		$	63,294	$	63,042

Supplemental information related to leases was as follows:


		March 31, 2023		December 31, 2022			June 30, 2023		December 31, 2022
Weighted-Average Remaining Lease Term (in years)	Weighted-Average Remaining Lease Term (in years)					Weighted-Average Remaining Lease Term (in years)
Operating leases	Operating leases	8.9		9.3		Operating leases	8.7		9.3
Finance leases	Finance leases	11.6		11.8		Finance leases	11.3		11.8

Weighted-Average Discount Rate	Weighted-Average Discount Rate					Weighted-Average Discount Rate
Operating leases	Operating leases	2.72	%	2.56	%	Operating leases	2.78	%	2.56	%
Finance leases	Finance leases	5.00	%	5.00	%	Finance leases	5.00	%	5.00	%

The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. For real estate leases, non-lease components and other non-components, such as common area maintenance charges, real estate taxes, and insurance are not included in the measurement of the lease liability since they are generally able to be segregated.

The Company does not have any material sub-lease agreements.

Lease expense for operating leases for the three months ended ~~March 31,~~June 30, 2023 was $2.3 million. Lease expense for operating leases for the six months ended June 30, 2023 was $4.6 million. Variable lease components, such as consumer price index adjustments, are expensed as incurred and not included in ROU assets and operating lease liabilities.

Lease expense for operating leases for the three months ended ~~March 31,~~June 30, 2022 was $2.6 million. Lease expense for operating leases for the six months ended June 30, 2022 was $5.1 million. Variable lease components, such as consumer price index adjustments, are expensed as incurred and not included in ROU assets and operating lease liabilities.

3841

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental cash flow information related to leases was as follows:


		Three Months Ended					Three Months Ended
(In thousands)	(In thousands)	March 31, 2023		March 31, 2022		(In thousands)	June 30, 2023		June 30, 2022
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:					Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	Operating cash flows from operating leases	$	2,273	$	2,614	Operating cash flows from operating leases	$	2,251	$	2,533
Operating cash flows from finance leases	Operating cash flows from finance leases	113		120		Operating cash flows from finance leases	112		120
Financing cash flows from finance leases	Financing cash flows from finance leases	147		138		Financing cash flows from finance leases	148		138


	Six Months Ended
(In thousands)	June 30, 2023		June 30, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4,524	$	5,149
Operating cash flows from finance leases	225		240
Financing cash flows from finance leases	295		276

The following table presents a maturity analysis of the Company’s lease liability by lease classification at ~~March 31,~~June 30, 2023:


(In thousands)	(In thousands)	Operating Leases		Finance Leases		(In thousands)	Operating Leases		Finance Leases
2023	2023	$	7,226	$	777	2023	$	4,775	$	519
2024	2024	9,023		1,039		2024	9,247		1,039
2025	2025	7,371		1,039		2025	7,770		1,039
2026	2026	6,439		1,039		2026	6,838		1,039
2027	2027	5,821		1,039		2027	6,030		1,039
Thereafter	Thereafter	25,889		7,077		Thereafter	25,963		7,075
Total undiscounted lease payments	Total undiscounted lease payments	61,769		12,010		Total undiscounted lease payments	60,623		11,750
Less amounts representing interest	Less amounts representing interest	(6,508)		(2,883)		Less amounts representing interest	(6,308)		(2,771)
Lease liability	Lease liability	$	55,261	$	9,127	Lease liability	$	54,315	$	8,979

3942

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9. CAPITAL RATIOS AND SHAREHOLDERS’ EQUITY

The actual and required capital ratios were as follows:


		March 31, 2023		December 31, 2022		Minimum Capital Requirement			June 30, 2023		December 31, 2022		Minimum Capital Requirement
Company (consolidated)	Company (consolidated)							Company (consolidated)
Total capital to risk-weighted assets	Total capital to risk-weighted assets	14.4	%	14.6	%	8.0	%	Total capital to risk-weighted assets	14.4	%	14.6	%	8.0	%
Common equity tier 1 capital to risk-weighted assets	Common equity tier 1 capital to risk-weighted assets	12.1		12.4		4.5		Common equity tier 1 capital to risk-weighted assets	12.1		12.4		4.5
Tier 1 capital to risk-weighted assets	Tier 1 capital to risk-weighted assets	12.4		12.6		6.0		Tier 1 capital to risk-weighted assets	12.3		12.6		6.0
Tier 1 capital to average assets	Tier 1 capital to average assets	9.9		10.2		4.0		Tier 1 capital to average assets	9.6		10.2		4.0


		March 31, 2023		December 31, 2022		Regulatory Minimum to be Adequately Capitalized		Regulatory Minimum to be Well Capitalized			June 30, 2023		December 31, 2022		Regulatory Minimum to be Adequately Capitalized		Regulatory Minimum to be Well Capitalized
Bank	Bank									Bank
Total capital to risk-weighted assets	Total capital to risk-weighted assets	13.2	%	13.6	%	8.0	%	10.0	%	Total capital to risk-weighted assets	13.4	%	13.6	%	8.0	%	10.0	%
Common equity tier 1 capital to risk-weighted assets	Common equity tier 1 capital to risk-weighted assets	12.2		12.6		4.5		6.5		Common equity tier 1 capital to risk-weighted assets	12.4		12.6		4.5		6.5
Tier 1 capital to risk-weighted assets	Tier 1 capital to risk-weighted assets	12.2		12.6		6.0		8.0		Tier 1 capital to risk-weighted assets	12.4		12.6		6.0		8.0
Tier 1 capital to average assets	Tier 1 capital to average assets	9.8		10.2		4.0		5.0		Tier 1 capital to average assets	9.6		10.2		4.0		5.0

The Company and the Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Failure to meet capital requirements can initiate regulatory action. At each date shown, the Company met the minimum capital requirements and the Bank met the conditions to be classified as “well capitalized” under the relevant regulatory framework. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table above.

As of January 1, 2019, banking organizations must maintain a minimum Common equity Tier 1 risk-based capital ratio of 7.0%, a minimum Tier 1 risk-based capital ratio of 8.5%, and a minimum Total risk-based capital ratio of 10.5%, including a 2.5% capital conservation buffer. Capital rules impose restrictions on capital distributions and certain discretionary cash bonus payments if the capital conservation buffer is not met.

At ~~March 31,~~June 30, 2023, the capital levels of both the Company and the Bank exceeded all regulatory capital requirements and the Bank's regulatory capital ratios were above the minimum levels required to be considered well capitalized for regulatory purposes. The capital levels of both the Company and the Bank at ~~March 31,~~June 30, 2023 also exceeded the minimum capital requirements including the currently applicable capital conservation buffer of 2.5%.

4043

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accumulated other comprehensive (loss)

Components of accumulated other comprehensive (loss) is as follows:


(In thousands)	(In thousands)	March 31, 2023		December 31, 2022		(In thousands)	June 30, 2023		December 31, 2022
Other accumulated comprehensive income, before tax:	Other accumulated comprehensive income, before tax:					Other accumulated comprehensive income, before tax:
Net unrealized holding (loss) on AFS securities	Net unrealized holding (loss) on AFS securities	$	(212,919)	$	(236,887)	Net unrealized holding (loss) on AFS securities	$	(237,760)	$	(236,887)
Net unrealized (loss) on cash flow hedging derivatives	Net unrealized (loss) on cash flow hedging derivatives	(869)		(6,667)		Net unrealized (loss) on cash flow hedging derivatives	(12,780)		(6,667)
Net unrealized holding (loss) on pension plans	Net unrealized holding (loss) on pension plans	(844)		(844)		Net unrealized holding (loss) on pension plans	(844)		(844)

Income taxes related to items of accumulated other comprehensive income:	Income taxes related to items of accumulated other comprehensive income:					Income taxes related to items of accumulated other comprehensive income:
Net unrealized tax benefit on AFS securities	Net unrealized tax benefit on AFS securities	55,105		61,329		Net unrealized tax benefit on AFS securities	61,486		61,329
Net unrealized tax benefit on cash flow hedging derivatives	Net unrealized tax benefit on cash flow hedging derivatives	233		1,789		Net unrealized tax benefit on cash flow hedging derivatives	3,430		1,789
Net unrealized tax benefit on pension plans	Net unrealized tax benefit on pension plans	228		228		Net unrealized tax benefit on pension plans	228		228
Accumulated other comprehensive loss	Accumulated other comprehensive loss	$	(159,066)	$	(181,052)	Accumulated other comprehensive loss	$	(186,240)	$	(181,052)

The following table presents the components of other comprehensive (loss) for the three and six months ended ~~March 31,~~June 30, 2023 and 2022:


(In thousands)	(In thousands)	Before Tax		Tax Effect		Net of Tax		(In thousands)	Before Tax		Tax Effect		Net of Tax
Three Months Ended March 31, 2023
Net unrealized holding gain on AFS securities:		x
Net unrealized gains arising during the period		$	23,968	$	(6,224)	$	17,744
Three Months Ended June 30, 2023								Three Months Ended June 30, 2023
Net unrealized holding loss on AFS securities:								Net unrealized holding loss on AFS securities:	x
Net unrealized (losses) arising during the period								Net unrealized (losses) arising during the period	$	(24,842)	$	6,381	$	(18,461)
Less: reclassification adjustment for gains realized in net income	Less: reclassification adjustment for gains realized in net income	—		—		—		Less: reclassification adjustment for gains realized in net income	—		—		—
Net unrealized holding gain on AFS securities	Net unrealized holding gain on AFS securities	23,968		(6,224)		17,744		Net unrealized holding gain on AFS securities	(24,842)		6,381		(18,461)

Net unrealized gain on cash flow hedging derivatives:	Net unrealized gain on cash flow hedging derivatives:							Net unrealized gain on cash flow hedging derivatives:
Net unrealized gain arising during the period		5,955		(1,598)		4,357
Net unrealized (loss) arising during the period								Net unrealized (loss) arising during the period	(12,067)		3,239		(8,828)
Less: reclassification adjustment for (losses) realized in net income	Less: reclassification adjustment for (losses) realized in net income	157		(42)		115		Less: reclassification adjustment for (losses) realized in net income	(157)		42		(115)
Net unrealized gain on cash flow hedging derivatives	Net unrealized gain on cash flow hedging derivatives	5,798		(1,556)		4,242		Net unrealized gain on cash flow hedging derivatives	(11,910)		3,197		(8,713)

Other comprehensive income	Other comprehensive income	$	29,766	$	(7,780)	$	21,986	Other comprehensive income	$	(36,752)	$	9,578	$	(27,174)

Three Months Ended March 31, 2022
Three Months Ended June 30, 2022								Three Months Ended June 30, 2022
Net unrealized holding loss on AFS securities:	Net unrealized holding loss on AFS securities:							Net unrealized holding loss on AFS securities:
Net unrealized (losses) arising during the period	Net unrealized (losses) arising during the period	$	(101,373)	$	26,379	$	(74,994)	Net unrealized (losses) arising during the period	$	(60,481)	$	15,723	$	(44,758)
Less: reclassification adjustment for gains realized in net income	Less: reclassification adjustment for gains realized in net income	—		—		—		Less: reclassification adjustment for gains realized in net income	6		(2)		4
Net unrealized holding (loss) on AFS securities	Net unrealized holding (loss) on AFS securities	(101,373)		26,379		(74,994)		Net unrealized holding (loss) on AFS securities	(60,487)		15,725		(44,762)

Net unrealized loss on cash flow hedging derivatives:	Net unrealized loss on cash flow hedging derivatives:							Net unrealized loss on cash flow hedging derivatives:
Net unrealized (loss) arising during the period	Net unrealized (loss) arising during the period	—		—		—		Net unrealized (loss) arising during the period	—		—		—
Less: reclassification adjustment for (losses) realized in net income	Less: reclassification adjustment for (losses) realized in net income	—		—		—		Less: reclassification adjustment for (losses) realized in net income	—		—		—
Net unrealized gain on cash flow hedging derivatives	Net unrealized gain on cash flow hedging derivatives	—		—		—		Net unrealized gain on cash flow hedging derivatives	—		—		—

Other comprehensive (loss)	Other comprehensive (loss)	$	(101,373)	$	26,379	$	(74,994)	Other comprehensive (loss)	$	(60,487)	$	15,725	$	(44,762)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(In thousands)	Before Tax		Tax Effect		Net of Tax
Six Months Ended June 30, 2023
Net unrealized holding gain on AFS securities:
Net unrealized gains arising during the period	$	(874)	$	157	$	(717)
Less: reclassification adjustment for gains realized in net income	—		—		—
Net unrealized holding gain on AFS securities	(874)		157		(717)

Net unrealized gain on cash flow hedging derivatives:
Net unrealized gain arising during the period	(6,426)		1,725		(4,701)
Less: reclassification adjustment for (losses) realized in net income	(314)		84		(230)
Net unrealized gain on cash flow hedging derivatives	(6,112)		1,641		(4,471)










Other comprehensive income	$	(6,986)	$	1,798	$	(5,188)

Six Months Ended June 30, 2022
Net unrealized holding loss on AFS securities:
Net unrealized (losses) arising during the period	$	(161,854)	$	42,102	$	(119,752)
Less: reclassification adjustment for gains realized in net income	6		(2)		4
Net unrealized holding (loss) on AFS securities	(161,860)		42,104		(119,756)

Net unrealized loss on cash flow hedging derivatives:
Net unrealized (loss) arising during the period	—		—		—
Less: reclassification adjustment for (losses) realized in net income	—		—		—
Net unrealized gain on cash flow hedging derivatives	—		—		—










Other comprehensive (loss)	(161,860)		42,104		(119,756)

4145

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the changes in each component of accumulated other comprehensive (loss), for the three and six months ended ~~March 31,~~June 30, 2023 and 2022:


(In thousands)	(In thousands)	Net unrealized holding loss on AFS Securities		Net loss on effective cash flow hedging derivatives		Net unrealized holding loss on pension plans		Total		(In thousands)	Net unrealized holding loss on AFS Securities		Net loss on effective cash flow hedging derivatives		Net unrealized holding loss on pension plans		Total
Three Months Ended March 31, 2023
Three Months Ended June 30, 2023										Three Months Ended June 30, 2023
Balance at Beginning of Period	Balance at Beginning of Period	$	(175,557)	$	(4,878)	$	(617)	$	(181,052)	Balance at Beginning of Period	$	(157,813)	$	(636)	$	(617)	$	(159,066)
Other comprehensive (loss) before reclassifications	Other comprehensive (loss) before reclassifications	17,744		4,357		—		22,101		Other comprehensive (loss) before reclassifications	(18,461)		(8,828)				(27,289)
Less: amounts reclassified from accumulated other comprehensive (loss)	Less: amounts reclassified from accumulated other comprehensive (loss)	—		115		—		115		Less: amounts reclassified from accumulated other comprehensive (loss)	—		(115)		—		(115)
Total other comprehensive (loss)	Total other comprehensive (loss)	17,744		4,242		—		21,986		Total other comprehensive (loss)	(18,461)		(8,713)		—		(27,174)
Balance at End of Period	Balance at End of Period	$	(157,813)	$	(636)	$	(617)	$	(159,066)	Balance at End of Period	$	(176,274)	$	(9,349)	$	(617)	$	(186,240)

Three Months Ended March 31, 2022
Three Months Ended June 30, 2022										Three Months Ended June 30, 2022
Balance at Beginning of Period	Balance at Beginning of Period	$	(1,398)	$	(1,845)	$	—	$	(3,243)	Balance at Beginning of Period	$	(76,392)	$	—	$	(1,845)	$	(78,237)
Other comprehensive (loss) before reclassifications	Other comprehensive (loss) before reclassifications	(74,994)		—		—		(74,994)		Other comprehensive (loss) before reclassifications	(44,758)		—		—		(44,758)
Less: amounts reclassified from accumulated other comprehensive (loss)	Less: amounts reclassified from accumulated other comprehensive (loss)	—		—		—		—		Less: amounts reclassified from accumulated other comprehensive (loss)	4		—		—		4
Total other comprehensive income	Total other comprehensive income	(74,994)		—		—		(74,994)		Total other comprehensive income	(44,762)		—		—		(44,762)

Balance at End of Period	Balance at End of Period	$	(76,392)	$	(1,845)	$	—	$	(78,237)	Balance at End of Period	$	(121,154)	$	—	$	(1,845)	$	(122,999)


(In thousands)	Net unrealized holding loss on AFS Securities		Net loss on effective cash flow hedging derivatives		Net unrealized holding loss on pension plans		Total
Six Months Ended June 30, 2023
Balance at Beginning of Period	$	(175,557)	$	(4,878)	$	(617)	(181,052)
Other comprehensive (loss) before reclassifications	(717)		(4,701)		—		(5,418)
Less: amounts reclassified from accumulated other comprehensive (loss)	—		(230)		—		(230)
Total other comprehensive (loss)	(717)		(4,471)		—		(5,188)
Balance at End of Period	$	(176,274)	$	(9,349)	$	(617)	$	(186,240)

Six Months Ended June 30, 2022
Balance at Beginning of Period	$	(1,398)	$	—	$	(1,845)	$	(3,243)
Other comprehensive (loss) before reclassifications	(119,752)		—		—		(119,752)
Less: amounts reclassified from accumulated other comprehensive (loss)	4		—		—		4
Total other comprehensive income	(119,756)		—		—		(119,756)

Balance at End of Period	$	(121,154)	$	—	$	(1,845)	$	(122,999)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the amounts reclassified out of each component of accumulated other comprehensive

income for the three and six months ended ~~March 31,~~June 30, 2023 and 2022:


					Affected Line Item in the
	Three Months Ended June 30,				Statement where Net Income
(In thousands)	2023		2022		is Presented
Realized gains on AFS securities:
	$	—	$	6	Non-interest income

	—		(2)		Tax expense
	—		4		Net of tax

Realized (losses) on cash flow hedging derivatives:
	(157)		—		Interest expense
	—		—		Non-interest expense
	42		—		Tax benefit
	(115)		—		Net of tax












Total reclassifications for the period	$	(115)	$	4	Net of tax

Affected Line Item in the
Three Months Ended March 31, Statement where Net Income
(In thousands) 2023 2022 is Presented
Realized (losses) on cash flow hedging derivatives:
157 — Interest expense
— — Non-interest expense
(42) — Tax benefit
Total reclassifications for the period $ 115 $ — Net of tax


					Affected Line Item in the
	Six Months Ended June 30,				Statement where Net Income
(In thousands)	2023		2022		is Presented
Realized gains on AFS securities:
	$	—	$	6	Non-interest income

	—		(2)		Tax expense
	—		4		Net of tax

Realized (losses) on cash flow hedging derivatives:
	(314)		—		Interest expense
	—		—		Non-interest expense
	84		—		Tax benefit
	(230)		—		Net of tax












Total reclassifications for the period	$	(230)	$	4	Net of tax

4247

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10. EARNINGS PER SHARE

Earnings per share have been computed based on the following (average diluted shares outstanding are calculated using the treasury stock method):


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share data)	(In thousands, except per share data)	2023		2022			(In thousands, except per share data)	2023		2022		2023		2022

Net income	Net income	$	27,637	$	20,196		Net income	$	23,861	$	23,115	$	51,498	$	43,311

Average number of common shares issued	Average number of common shares issued	51,903		51,903			Average number of common shares issued	51,903		51,903		51,903		51,903
Less: average number of treasury shares	Less: average number of treasury shares	7,488		3,494			Less: average number of treasury shares	7,624		5,247		7,552		4,375
Less: average number of unvested stock award shares	Less: average number of unvested stock award shares	722		741			Less: average number of unvested stock award shares	836		838		787		795

Average number of basic shares outstanding	Average number of basic shares outstanding	43,693		47,668			Average number of basic shares outstanding	43,443		45,818		43,564		46,733
Plus: dilutive effect of unvested stock award shares	Plus: dilutive effect of unvested stock award shares	343		392			Plus: dilutive effect of unvested stock award shares	89		283		216		337
Plus: dilutive effect of stock options outstanding	Plus: dilutive effect of stock options outstanding	—		7			Plus: dilutive effect of stock options outstanding	—		1		—		4
Average number of diluted shares outstanding	Average number of diluted shares outstanding	44,036		48,067			Average number of diluted shares outstanding	43,532		46,102		43,780		47,074

Basic earnings per common share:	Basic earnings per common share:	$	0.63	$	0.42		Basic earnings per common share:	$	0.55	$	0.50	$	1.18	$	0.93

Diluted earnings per common share:	Diluted earnings per common share:	$	0.63	$	0.42		Diluted earnings per common share:	$	0.55	$	0.50	$	1.18	$	0.92

For the three months ended ~~March 31,~~June 30, 2023, ~~380~~747 thousand shares of unvested restricted stock and 49 thousand options outstanding were anti-dilutive and therefore excluded from the earnings per share calculation. For the six months ended June 30, 2023, 563 thousand shares of unvested restricted stock and 49 thousand options outstanding were anti-dilutive and therefore excluded from the earnings per share calculation. For the three months ended ~~March 31,~~June 30, 2022, ~~366~~555 thousand shares of unvested restricted stock and 7174 thousand options outstanding were anti-dilutive and therefore excluded from the earnings per share calculation. For the six months ended June 30, 2022, 445 thousand shares of unvested restricted stock and 75 thousand options outstanding were anti-dilutive and therefore excluded from the earnings per share calculation.

4348

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11. STOCK-BASED COMPENSATION PLANS

A combined summary of activity in the Company’s stock award and stock option plans for the three months ended ~~March 31,~~June 30, 2023 is presented in the following table:


		Non-Vested Stock Awards Outstanding			Stock Options Outstanding				Non-Vested Stock Awards Outstanding			Stock Options Outstanding
(Shares in thousands)	(Shares in thousands)	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Exercise Price		(Shares in thousands)	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Exercise Price
December 31, 2022	December 31, 2022	704	$	22.85	49	$	26.46	December 31, 2022	704	$	22.85	49	$	26.46
Granted	Granted	143	30.36		—	—		Granted	392	27.00		—	—
Acquired	Acquired	—	—		—	—		Acquired	—	—		—	—
Stock options exercised	Stock options exercised	—	—		—	—		Stock options exercised	—	—		—	—
Stock awards vested	Stock awards vested	(96)	23.00		—	—		Stock awards vested	(178)	24.12		—	—
Forfeited	Forfeited	(31)	26.82		—	—		Forfeited	(49)	25.72		—	—
Expired	Expired	—	—		—	—		Expired	—	—		—	—
March 31, 2023		720	$	24.56	49	$	26.46
June 30, 2023								June 30, 2023	869	$	24.60	49	$	26.46

During the three and six months ended ~~March 31,~~June 30, 2023, there were no stock option exercises. During the three and six months ended ~~March 31,~~June 30, 2022, proceeds from stock option exercises totaled $25 thousand. During the three and six months ended ~~March 31,~~June 30, 2023, there were 82 thousand and ~~March 31,~~178 thousand shares vested in connection with stock awards, respectively. During the three and six months ended June 30, 2022, there were 9663 thousand and 63111 thousand shares vested in connection with stock awards, respectively. All of these shares were issued from available treasury stock. Stock-based compensation expense totaled ~~$1.2~~$2.3 million and ~~$1.8~~$2.1 million during the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively. Stock-based compensation expense totaled $3.5 million and $3.9 million during the six months ended June 30, 2023 and 2022, respectively. Stock-based compensation expense is recognized over the requisite service period for all awards.

4449

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12. FAIR VALUE MEASUREMENTS

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company’s financial assets and financial liabilities that are carried at fair value.

Recurring Fair Value Measurements

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of ~~March 31,~~June 30, 2023 and December 31, 2022, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value.


		March 31, 2023									June 30, 2023
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
(In thousands)	(In thousands)	Inputs		Inputs		Inputs		Fair Value		(In thousands)	Inputs		Inputs		Inputs		Fair Value
Trading securities	Trading securities	$	—	$	—	$	6,584	$	6,584	Trading securities	$	—	$	—	$	6,405	$	6,405
Securities available for sale:	Securities available for sale:									Securities available for sale:
U.S Treasuries	U.S Treasuries	8,981		—		—		8,981		U.S Treasuries	7,981		—		—		7,981
Municipal bonds and obligations	Municipal bonds and obligations	—		64,617		—		64,617		Municipal bonds and obligations	—		63,622		—		63,622
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	—		525,949		—		525,949		Agency collateralized mortgage obligations	—		491,340		—		491,340
Agency residential mortgage-backed securities	Agency residential mortgage-backed securities	—		539,597		—		539,597		Agency residential mortgage-backed securities	—		518,552		—		518,552
Agency commercial mortgage-backed securities	Agency commercial mortgage-backed securities	—		227,408		—		227,408		Agency commercial mortgage-backed securities	—		219,777		—		219,777
Corporate bonds	Corporate bonds	—		36,263		3,800		40,063		Corporate bonds	—		34,473		3,930		38,403

Other bonds and obligations	Other bonds and obligations	—		656		—		656		Other bonds and obligations	—		656		—		656
Equity securities	Equity securities	13,072		—		—		13,072		Equity securities	12,868		—		—		12,868
Loans held for investment at fair value	Loans held for investment at fair value	—		—		460		$	460	Loans held for investment at fair value	—		—		401		401
Loans held for sale	Loans held for sale	—		1,906		—		1,906		Loans held for sale	—		8,708		—		8,708
Derivative assets	Derivative assets	—		43,615		41		43,656		Derivative assets	—		52,636		100		52,736
Capitalized servicing rights	Capitalized servicing rights	—		—		1,666		1,666		Capitalized servicing rights	—		—		1,886		1,886
Derivative liabilities	Derivative liabilities	—		73,909		—		73,909		Derivative liabilities	—		94,656		—		94,656


	December 31, 2022
	Level 1		Level 2		Level 3		Total
(In thousands)	Inputs		Inputs		Inputs		Fair Value
Trading securities	$	—	$	—	$	6,708	$	6,708
Securities available for sale:
U.S Treasuries	11,973		—		—		11,973
Municipal bonds and obligations	—		63,335		—		63,335
Agency collateralized mortgage obligations	—		531,945		—		531,945
Agency residential mortgage-backed securities	—		546,313		—		546,313
Agency commercial mortgage-backed securities	—		228,468		—		228,468
Corporate bonds	—		36,510		4,000		40,510


Equity securities	12,856		—		—		12,856
Loans held for investment at fair value	—		—		605		605
Loans held for sale	—		942		—		942
Derivative assets	—		54,216		25		54,241
Capitalized servicing rights	—		—		1,846		1,846
Derivative liabilities	—		97,030		—		97,030

There were no transfers between levels during the three and six months ended ~~March 31,~~June 30, 2023.

4550

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Trading Securities at Fair Value. The Company holds one security designated as a trading security. It is a tax-advantaged economic development bond issued to the Company by a local nonprofit which provides wellness and health programs. The fair value of this security is determined based on a discounted cash flow methodology. Certain inputs to the fair value calculation are unobservable and there is little to no market activity in the security; therefore, the security meets the definition of a Level 3 security. The discount rate used in the valuation of the security is sensitive to movements in the 3-month LIBOR rate.

Securities Available for Sale and Equity Securities. Equity securities classified as Level 1 consist of publicly-traded equity securities for which the fair values can be obtained through quoted market prices in active exchange markets. Equity securities classified as Level 2 consist of securities with infrequent trades in active exchange markets, and pricing is primarily sourced from third party pricing services. AFS securities classified as Level 1 consist of U.S. Treasury securities. AFS securities classified as Level 2 include most of the Company’s debt securities. The pricing on Level 2 and Level 3 was primarily sourced from third party pricing services, overseen by management, and is based on models that consider standard input factors such as dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and condition, among other things. Level 3 pricing includes inputs unobservable to market participants.

Loans Held for Investment. The Company’s held for investment loan portfolio includes loans originated by Company and loans acquired through business combinations. The Company intends to hold these assets until maturity as a part of its business operations. For one acquired portfolio subset, the Company previously accounted for these purchased-credit impaired loans as a pool under ASC 310, as they were determined to have common risk characteristics. These loans were recorded at fair value on acquisition date and subsequently evaluated for impairment collectively. Upon adoption of ASC 326, the Company elected the fair value option on this portfolio, recognizing an $11.2 million fair value write-down charged to retained earnings, net of deferred tax impact, as of January 1, 2020. The fair value of this loan portfolio is determined based on a discounted cash flow methodology. Certain inputs to the fair value calculation are unobservable; therefore, the loans meet the definition of Level 3 assets. The discount rate used in the valuation is consistent with assets that have significant credit deterioration. The cash flow assumptions include payment schedules for loans with current payment histories and estimated collateral value for delinquent loans. All of these loans were nonperforming as of ~~March 31,~~June 30, 2023.

Aggregate Fair Value

March 31, 2023

Aggregate

Less Aggregate

June 30, 2023

Aggregate

Less Aggregate

(In thousands)

Fair Value

Unpaid Principal

(In thousands)

Fair Value

Unpaid Principal

Loans held for investment at fair value

460

10,213

(9,753)

Loans held for investment at fair value

401

9,285

(8,884)

Aggregate Fair Value

December 31, 2022

Aggregate

Less Aggregate

(In thousands)

Fair Value

Unpaid Principal

Loans held for investment at fair value

605

10,948

(10,343)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Loans Held for Sale. The Company elected the fair value option for all loans held for sale (HFS) originated for sale on or after May 1, 2012. Loans HFS are classified as Level 2 as the fair value is based on input factors such as quoted prices for similar loans in active markets.

Aggregate Fair Value
March 31, 2023 Aggregate Aggregate Less Aggregate
(In thousands) Fair Value Unpaid Principal Unpaid Principal
Loans held for sale $ 1,906 $ 1,882 $ 24

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

Aggregate Fair Value

June 30, 2023

Aggregate

Less Aggregate

(In thousands)

Fair Value

Unpaid Principal

Loans held for sale

8,708

8,584

124

Aggregate Fair Value

December 31, 2022

Aggregate

Less Aggregate

(In thousands)

Fair Value

Unpaid Principal

Loans held for sale

942

927

The changes in fair value of loans held for sale for the three and six months ended ~~March 31,~~June 30, 2023, were gains of ~~$9 thousand.~~$100 thousand and $109 thousand, respectively. During the three and six months ended ~~March 31,~~June 30, 2023, originations of loans held for sale totaled ~~$7.0~~$22.4 million and $29.4 million, respectively. During the three and six months ended June 30, 2023, sales of loans originated for sale totaled ~~$6.4 million.~~$15.3 million and $21.7 million, respectively.

The changes in fair value of loans held for sale for the three and six months ended ~~March 31,~~June 30, 2022, were gains of $14 thousand and losses of ~~$175 thousand.~~$161 thousand, respectively. During the three and six months ended ~~March 31,~~June 30, 2022,

originations of loans held for sale totaled ~~$7.4~~$2.7 million and $10.1 million, respectively. During the three and six

months ended June 30, 2022, sales of loans originated for sale totaled ~~$13.1 million.~~$2.0 million and $15.1 million, respectively.

Interest Rate Swaps. The valuation of the Company’s interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings.

Although the Company has determined that the majority of the inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of ~~March 31,~~June 30, 2023, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Commitments to Lend. The Company enters into commitments to lend for residential mortgage loans intended for sale, which commit the Company to lend funds to a potential borrower at a specific interest rate and within a specified period of time. The estimated fair value of commitments to originate residential mortgage loans for sale is based on quoted prices for similar loans in active markets. However, this value is adjusted by a factor which considers the likelihood that the loan in a lock position will ultimately close, and by the non-refundable costs of originating the loan. The closing ratio is derived from the Bank’s internal data and is adjusted using significant management judgment. The costs to originate are primarily based on the Company’s internal commission rates that are not observable. As such, these commitments are classified as Level 3 measurements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Forward Sale Commitments. The Company utilizes forward sale commitments as economic hedges against potential changes in the values of the commitments to lend and loans originated for sale. To Be Announced (“TBA”) mortgage-backed securities forward commitment sales are used as the hedging instrument, are classified as Level 1, and consist of publicly-traded debt securities for which identical fair values can be obtained through quoted market prices in active exchange markets. The fair values of the Company’s best efforts and mandatory delivery loan sale commitments are determined similarly to the commitments to lend using quoted prices in the market place that are observable. However, costs to originate and closing ratios included in the calculation are internally generated and are based on management’s judgment and prior experience, which are considered factors that are not observable. As such, best efforts and mandatory forward commitments are classified as Level 3 measurements.

Capitalized Servicing Rights. The Company accounts for certain capitalized servicing rights at fair value in its Consolidated Financial Statements, as the Company is permitted to elect the fair value option for each specific instrument. A loan servicing right asset represents the amount by which the present value of the estimated future net cash flows to be received from servicing loans exceed adequate compensation for performing the servicing. The fair value of servicing rights is estimated using a present value cash flow model. The most important assumptions used in the valuation model are the anticipated rate of the loan prepayments and discount rates. Although some

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

assumptions in determining fair value are based on standards used by market participants, some are based on unobservable inputs and therefore are classified in Level 3 of the valuation hierarchy.

The table below presents the changes in Level 3 assets and liabilities that were measured at fair value on a recurring basis for the three and six months ended ~~March 31,~~June 30, 2023 and 2022.

Assets (Liabilities)
Securities Loans Capitalized
Trading Available Held for Commitments Forward Servicing
(In thousands) Securities for Sale Investment to Lend Commitments Rights
Three Months Ended March 31, 2023
December 31, 2022 $ 6,708 $ 4,000 $ 605 $ 17 $ 8 $ 1,846
Unrealized (loss)/gain, net recognized in other non-interest income 88 — (129) 34 7 (180)
Unrealized gain included in accumulated other comprehensive income — (200) — — — —
Paydown of asset (212) — (16) — — —
Transfers to held for sale loans — — — (25) — —
March 31, 2023 $ 6,584 $ 3,800 $ 460 $ 26 $ 15 $ 1,666
Unrealized (loss)/gain relating to instruments still held at March 31, 2023 $ (266) $ (200) $ — $ 26 $ 15 $ —

Securities Loans Capitalized
Trading Available Held for Commitments Forward Servicing
(In thousands) Securities for Sale Investment to Lend Commitments Rights
Three Months Ended March 31, 2022
December 31, 2021 $ 8,354 $ 4,030 $ 1,200 $ 124 $ 134 $ 1,966
Unrealized (loss)/gain, net recognized in other non-interest income (354) — 209 70 (127) (180)
Unrealized gain included in accumulated other comprehensive loss — (10) — — — —
Paydown of asset (202) — (212) — — —
Transfers to held for sale loans — — — (176) — —
March 31, 2022 $ 7,798 $ 4,020 $ 1,197 $ 18 $ 7 $ 1,786
Unrealized gain relating to instruments still held at March 31,2022 $ 121 $ 20 $ — $ 18 $ 7 $ —


	Assets (Liabilities)
			Securities		Loans						Capitalized
	Trading		Available		Held for		Commitments		Forward		Servicing
(In thousands)	Securities		for Sale		Investment		to Lend		Commitments		Rights
Three Months Ended June 30, 2023
March 31, 2023	$	6,584	$	3,800	$	460	$	26	$	15	$	1,666



Unrealized (loss)/gain, net recognized in other non-interest income	34		—		(18)		87		48		220
Unrealized gain included in accumulated other comprehensive income	—		130		—		—		—		—

Paydown of asset	(213)		—		(41)		—		—		—

Transfers to held for sale loans	—		—		—		(76)		—		—

June 30, 2023	$	6,405	$	3,930	$	401	$	37	$	63	$	1,886

Six Months Ended June 30, 2023
December 31, 2022	$	6,708	$	4,000	$	605	$	17	$	8	$	1,846


Unrealized (loss)/gain, net recognized in other non-interest income	123		—		(147)		121		55		40
Unrealized (loss) included in accumulated other comprehensive income	—		(70)		—		—		—		—


Paydown of asset	(426)		—		(57)		—		—		—
Transfers to held for sale loans	—		—		—		(101)		—		—

June 30, 2023	$	6,405	$	3,930	$	401	$	37	$	63	$	1,886

Unrealized (loss)/gain relating to instruments still held at June 30, 2023	$	(266)	$	(200)	$	—	$	37	$	63	$	—

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	Assets (Liabilities)
			Securities		Loans						Capitalized
	Trading		Available		Held for		Commitments		Forward		Servicing
(In thousands)	Securities		for Sale		Investment		to Lend		Commitments		Rights
Three Months Ended June 30, 2022
March 31, 2022	$	7,798	$	4,020	$	1,197	$	18	$	7	$	1,786



Unrealized (loss)/gain, net recognized in other non-interest income	(556)		—		259		60		11		120
Unrealized gain included in accumulated other comprehensive income	—		—		—		—		—		—

Paydown of asset	(202)				(407)		—		—		—

Transfers to held for sale loans	—		—		—		(52)		—		—

June 30, 2022	$	7,040	$	4,020	$	1,049	$	26	$	18	$	1,906

Six Months Ended June 30, 2022
December 31, 2021	$	8,354	$	4,030	$	1,200	$	124	$	134	$	1,966


Unrealized (loss)/gain, net recognized in other non-interest income	(910)		—		468		130		(116)		(60)
Unrealized (loss) included in accumulated other comprehensive income	—		(10)		—		—		—		—


Paydown of asset	(404)		—		(619)		—		—		—
Transfers to held for sale loans	—		—		—		(228)		—		—
Additions to servicing rights	—		—		0		—		—		—
June 30, 2022	$	7,040	$	4,020	$	1,049	$	26	$	18	$	1,906

Unrealized (loss)/gain relating to instruments still held at June 30, 2022	$	(436)	$	20	$	—	$	26	$	18	$	—

4854

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Quantitative information about the significant unobservable inputs within Level 3 recurring assets and liabilities is as follows:


		Fair Value				Significant Unobservable Input				Fair Value				Significant Unobservable Input
(In thousands)	(In thousands)	March 31, 2023		Valuation Techniques	Unobservable Inputs	Value			(In thousands)	June 30, 2023		Valuation Techniques	Unobservable Inputs	Value
Assets (Liabilities)	Assets (Liabilities)								Assets (Liabilities)
Trading Securities	Trading Securities	$	6,584	Discounted Cash Flow	Discount Rate	5.47		%	Trading Securities	$	6,405	Discounted Cash Flow	Discount Rate	5.23		%
AFS Securities	AFS Securities	3,800		Indication from Market Maker	Price	95.00%			AFS Securities	3,930		Indication from Market Maker	Price	98.00%
Loans held for investment	Loans held for investment	460		Discounted Cash Flow	Discount Rate	25.00		%	Loans held for investment	401		Discounted Cash Flow	Discount Rate	25.00		%
					Collateral Value	$0.0 - $20.3							Collateral Value	$0.0 - $17.8
Commitments to lend	Commitments to lend	26		Historical Trend	Closing Ratio	80.43		%	Commitments to lend	37		Historical Trend	Closing Ratio	85.01		%
				Pricing Model	Origination Costs, per loan	$	2					Pricing Model	Origination Costs, per loan	$	3
Forward commitments	Forward commitments	15		Historical Trend	Closing Ratio	80.43		%	Forward commitments	63		Historical Trend	Closing Ratio	85.01		%
				Pricing Model	Origination Costs, per loan	$	2					Pricing Model	Origination Costs, per loan	$	3
Capitalized servicing rights	Capitalized servicing rights	1,666		Discounted cash flow	Constant Prepayment Rate (CPR)	11.15		%	Capitalized servicing rights	1,886		Discounted cash flow	Constant Prepayment Rate (CPR)	9.87		%
					Discount Rate	9.56		%					Discount Rate	9.57		%
Total	Total	$	12,551						Total	$	12,722


		Fair Value				Significant Unobservable Input				Fair Value				Significant Unobservable Input
(In thousands)	(In thousands)	December 31, 2022		Valuation Techniques	Unobservable Inputs	Value			(In thousands)	December 31, 2022		Valuation Techniques	Unobservable Inputs	Value
Assets (Liabilities)	Assets (Liabilities)								Assets (Liabilities)
Trading Securities	Trading Securities	$	6,708	Discounted Cash Flow	Discount Rate	5.92		%	Trading Securities	$	6,708	Discounted Cash Flow	Discount Rate	5.92		%
AFS Securities	AFS Securities	4,000		Indication from Market Maker	Price	101.00		%	AFS Securities	4,000		Indication from Market Maker	Price	100.00		%
Loans held for investment	Loans held for investment	605		Discounted Cash Flow	Discount Rate	25.00		%	Loans held for investment	605		Discounted Cash Flow	Discount Rate	25.00		%
					Collateral Value	$0.0- $20.4							Collateral Value	$0.0- $20.4
Commitments to lend	Commitments to lend	17		Historical Trend	Closing Ratio	80.63		%	Commitments to lend	17		Historical Trend	Closing Ratio	80.63		%
				Pricing Model	Origination Costs, per loan	$	2					Pricing Model	Origination Costs, per loan	$	2
Forward commitments	Forward commitments	8		Historical Trend	Closing Ratio	80.63		%	Forward commitments	8		Historical Trend	Closing Ratio	80.63		%
				Pricing Model	Origination Costs, per loan	$	2					Pricing Model	Origination Costs, per loan	$	2
Capitalized servicing rights	Capitalized servicing rights	1,846		Discounted Cash Flow	Constant Prepayment Rate (CPR)	11.07		%	Capitalized servicing rights	1,846		Discounted Cash Flow	Constant Prepayment Rate (CPR)	11.07		%
					Discount Rate	9.56		%					Discount Rate	9.56		%
Total	Total	$	13,184						Total	$	13,184

4955

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Non-Recurring Fair Value Measurements

The Company is required, on a non-recurring basis, to adjust the carrying value or provide valuation allowances for certain assets using fair value measurements in accordance with GAAP. The following is a summary of applicable non-recurring fair value measurements. There are no liabilities measured at fair value on a non-recurring basis.

March 31, 2023

Fair Value Measurement Date

December 31, 2022

Fair Value Measurement Date

June 30, 2023

Fair Value Measurement Date

December 31, 2022

Fair Value Measurement Date

Level 3

(In thousands)

Inputs

(In thousands)

Inputs

Assets

Individually evaluated

6,139

March 2023

14,571

December 2022

Individually evaluated

5,773

June 2023

14,571

December 2022

Loans held for sale

—

March 2023

3,369

December 2022

Loans held for sale

—

June 2023

3,369

December 2022

Capitalized servicing rights

11,436

March 2023

11,201

December 2022

Capitalized servicing rights

11,223

June 2023

11,201

December 2022

Total

17,575

29,141

Total

16,996

29,141

Quantitative information about the significant unobservable inputs within Level 3 non-recurring assets is as follows:

Fair Value

(In thousands)

~~March 31,~~June 30, 2023

Valuation Techniques

Unobservable Inputs

Range (Weighted Average) (1)

Assets

Individually evaluated

~~6,139~~5,773

Fair Value of Collateral

Discounted Cash Flow - Loss Severity

(100.00)% to ~~77.72% ((53.93)~~13.51% ((49.95)%)

Appraised Value

$0 to ~~$2,160 ((-828.74))~~$4,190 ($-2,611)

Capitalized servicing rights

~~11,436~~11,223

Discounted Cash Flow

Constant Prepayment Rate (CPR)

~~5.81%~~4.78% to ~~13.18% (11.15%~~14.01% (11.38%)

Discount Rate

~~9.60%~~9.59% to ~~17.77% (14.83%~~17.09% (13.98%)

Total

~~17,575~~16,996

(1) Where dollar amounts are disclosed, the amounts represent the lowest and highest fair value of the respective assets in the population except for adjustments for market/property conditions, which represents the range of adjustments to individuals properties.

Fair Value

(In thousands)

December 31, 2022

Valuation Techniques

Unobservable Inputs

Range (Weighted Average) (1)

Assets

Individually evaluated

14,571

Fair Value of Collateral

Discounted Cash Flow - loss severity

(100.00)% to 74.74% ((40.02)%)

Appraised Value

$0 to $2,160 ($643)

Loans held for sale

3,369

Fair Value of Collateral

Appraised Value

$3,369

Capitalized servicing rights

11,201

Discounted Cash Flow

Constant Prepayment Rate (CPR)

5.81% to 13.18% (10.94%)

Discount Rate

9.59% to 22.70% (16.83%)

Total

29,141

There were no Level 1 or Level 2 nonrecurring fair value measurements for the periods ended ~~March 31,~~June 30, 2023 and December 31, 2022.

5056

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Individually evaluated loans. Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company records non-recurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Non-recurring adjustments can also include certain impairment amounts for collateral-dependent loans calculated when establishing the allowance for credit losses. Such amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated valuation amount does not necessarily represent the fair value of the loan. Real estate collateral is typically valued using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace. However, the choice of observable data is subject to significant judgment, and there are often adjustments based on judgment in order to make observable data comparable and to consider the impact of time, the condition of properties, interest rates, and other market factors on current values. Additionally, commercial real estate appraisals frequently involve discounting of projected cash flows, which relies inherently on unobservable data. Therefore, nonrecurring fair value measurement adjustments that relate to real estate collateral have generally been classified as Level 3. Estimates of fair value for other collateral that supports commercial loans are generally based on assumptions not observable in the marketplace and therefore such valuations have been classified as Level 3.

Loans Transferred to Held for Sale. Once a decision has been made to sell loans not previously classified as held for sale, these loans are transferred into the held for sale category and carried at the lower of cost or fair value. Real estate collateral is typically valued using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace. The choice of observable data is subject to significant judgment, and there are often adjustments based on judgment in order to make observable data comparable and to consider the impact of time, the condition of properties, interest rates, and other market factors on current values. Nonrecurring fair value measurement adjustments that relate to real estate collateral have generally been classified as Level 3. Estimates of fair value for other collateral that supports commercial loans are generally based on assumptions not observable in the marketplace and therefore such valuations have been classified as Level 3.

Capitalized loan servicing rights. A loan servicing right asset represents the amount by which the present value of the estimated future net cash flows to be received from servicing loans exceed adequate compensation for performing the servicing. The fair value of servicing rights is estimated using a present value cash flow model. The most important assumptions used in the valuation model are the anticipated rate of the loan prepayments and discount rates. Adjustments are only recorded when the discounted cash flows derived from the valuation model are less than the carrying value of the asset. Although some assumptions in determining fair value are based on standards used by market participants, some are based on unobservable inputs and therefore are classified in Level 3 of the valuation hierarchy.

5157

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of Estimated Fair Values of Financial Instruments

The following tables summarize the estimated fair values (represents exit price), and related carrying amounts, of the Company’s financial instruments. Certain financial instruments and all non-financial instruments are excluded. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.


		March 31, 2023											June 30, 2023
		Carrying		Fair									Carrying		Fair
(In thousands)	(In thousands)	Amount		Value		Level 1		Level 2		Level 3		(In thousands)	Amount		Value		Level 1		Level 2		Level 3
Financial Assets	Financial Assets											Financial Assets
Cash and cash equivalents	Cash and cash equivalents	$	1,006,562	$	1,006,562	$	1,006,562	$	—	$	—	Cash and cash equivalents	$	640,600	$	640,600	$	640,600	$	—	$	—
Trading securities	Trading securities	6,584		6,584		—		—		6,584		Trading securities	6,405		6,405		—		—		6,405
Equity securities	Equity securities	13,072		13,072		13,072		—		—		Equity securities	12,868		12,868		12,868		—		—
Securities available for sale	Securities available for sale	1,407,271		1,407,271		8,981		1,394,490		3,800		Securities available for sale	1,340,331		1,340,331		7,981		1,328,420		3,930
Securities held to maturity	Securities held to maturity	574,606		507,091		—		505,357		1,734		Securities held to maturity	563,765		487,960		—		486,313		1,647
Federal Home Loan Bank stock	Federal Home Loan Bank stock	44,245		N/A		N/A		N/A		N/A		Federal Home Loan Bank stock	34,714		N/A		N/A		N/A		N/A
Net loans	Net loans	8,583,976		8,553,066		—		—		8,553,066		Net loans	8,782,183		8,727,074		—		—		8,727,074
Loans held for sale	Loans held for sale	1,906		1,906		—		1,906		—		Loans held for sale	8,708		8,708		—		8,708		—
Accrued interest receivable	Accrued interest receivable	49,464		49,464		—		49,464		—		Accrued interest receivable	50,580		50,580		—		50,580		—

Derivative assets	Derivative assets	43,656		43,656		—		43,615		41		Derivative assets	52,736		52,736		—		52,636		100

Financial Liabilities	Financial Liabilities											Financial Liabilities
Total deposits	Total deposits	$	10,067,545	$	10,034,068	$	—	$	10,034,068	$	—	Total deposits	$	10,068,407	$	10,035,236	$	—	$	10,035,236	$	—
Short-term debt	Short-term debt	900,000		900,141		—		900,141		—		Short-term debt	470,000		469,935		—		469,935		—
Long-term Federal Home Loan Bank advances and other	Long-term Federal Home Loan Bank advances and other	4,395		2,895		—		2,895		—		Long-term Federal Home Loan Bank advances and other	204,345		196,824		—		196,824		—
Subordinated borrowings	Subordinated borrowings	121,176		97,742		—		97,742		—		Subordinated borrowings	121,238		100,739		—		100,739		—
Accrued interest payable												Accrued interest payable	7,096		7,096		—		7,096		—
Derivative liabilities	Derivative liabilities	73,909		73,909		—		73,909		—		Derivative liabilities	94,656		94,656		—		94,656		—


		December 31, 2022											December 31, 2022
		Carrying		Fair									Carrying		Fair
(In thousands)	(In thousands)	Amount		Value		Level 1		Level 2		Level 3		(In thousands)	Amount		Value		Level 1		Level 2		Level 3
Financial Assets	Financial Assets											Financial Assets
Cash and cash equivalents	Cash and cash equivalents	$	685,355	$	685,355	$	685,355	$	—	$	—	Cash and cash equivalents	$	685,355	$	685,355	$	685,355	$	—	$	—
Trading securities	Trading securities	6,708		6,708		—		—		6,708		Trading securities	6,708		6,708		—		—		6,708
Equity securities	Equity securities	12,856		12,856		12,856		—		—		Equity securities	12,856		12,856		12,856		—		—
Securities available for sale and other	Securities available for sale and other	1,423,200		1,423,200		11,973		1,407,227		4,000		Securities available for sale and other	1,423,200		1,423,200		11,973		1,407,227		4,000
Securities held to maturity	Securities held to maturity	583,453		507,464		—		505,508		1,956		Securities held to maturity	583,453		507,464		—		505,508		1,956
Federal Home Loan Bank stock	Federal Home Loan Bank stock	7,219		N/A		N/A		N/A		N/A		Federal Home Loan Bank stock	7,219		N/A		N/A		N/A		N/A
Net loans	Net loans	8,239,039		8,194,110		—		—		8,194,110		Net loans	8,239,039		8,194,110		—		—		8,194,110
Loans held for sale	Loans held for sale	4,311		4,311		—		942		3,369		Loans held for sale	4,311		4,311		—		942		3,369
Accrued interest receivable	Accrued interest receivable	46,868		46,868		—		46,868		—		Accrued interest receivable	46,868		46,868		—		46,868		—

Derivative assets	Derivative assets	54,241		54,241		—		54,216		25		Derivative assets	54,241		54,241		—		54,216		25

Financial Liabilities	Financial Liabilities											Financial Liabilities
Total deposits	Total deposits	$	10,327,269	$	10,283,543	$	—	$	10,283,543	$	—	Total deposits	$	10,327,269	$	10,283,543	$	—	$	10,283,543	$	—
Short-term debt	Short-term debt	—		—		—		—		—		Short-term debt	—		—		—		—		—
Long-term Federal Home Loan Bank advances	Long-term Federal Home Loan Bank advances	4,445		2,782		—		2,782		—		Long-term Federal Home Loan Bank advances	4,445		2,782		—		2,782		—
Subordinated borrowings	Subordinated borrowings	121,064		110,853		—		110,853		—		Subordinated borrowings	121,064		110,853		—		110,853		—
Accrued interest payable												Accrued interest payable	1,610		1,610		—		1,610		—
Derivative liabilities	Derivative liabilities	97,030		97,030		—		97,030		—		Derivative liabilities	97,030		97,030		—		97,030		—

5258

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13. NET INTEREST INCOME AFTER PROVISION/(BENEFIT) FOR CREDIT LOSSES

Presented below is net interest income after provision for credit losses for the three and six months ended ~~March 31,~~June 30, 2023 and 2022, respectively.


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	(In thousands)	2023		2022			(In thousands)	2023		2022		2023		2022
Net interest income	Net interest income	$	97,533	$	69,063		Net interest income	$	92,759	$	81,358	$	190,292	$	150,421
Provision/(benefit) for credit losses	Provision/(benefit) for credit losses	8,999		(4,000)			Provision/(benefit) for credit losses	8,000		—		16,999		(4,000)
Net interest after provision for credit losses	Net interest after provision for credit losses	$	88,534	$	73,063		Net interest after provision for credit losses	$	84,759	$	81,358	$	173,293	$	154,421

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SELECTED FINANCIAL DATA

The following summary data is based in part on the consolidated financial statements and accompanying notes and other information appearing elsewhere in this or prior Forms 10-Q.

At or for the
Three Months Ended March 31,
2023 2022
NOMINAL AND PER SHARE DATA
Net earnings per common share, diluted $ 0.63 $ 0.42
Operating earnings per common share, diluted (1)(2) 0.63 0.43
Net income, (thousands) 27,637 20,196
Operating net income, (thousands) (1)(2) 27,608 20,789
Net interest income, non FTE 97,533 69,063
Net interest income, FTE (4) 99,441 70,587
Total common shares outstanding, (thousands) 44,411 47,792
Average diluted shares, (thousands) 44,036 48,067
Total book value per common share 22.42 22.89
Tangible book value per common share (2) 21.89 22.30
Dividends per common share 0.18 0.12
Dividend payout ratio 28.98 % 30.46 %
PERFORMANCE RATIOS (3)
Return on equity 9.11 % 6.79 %
Operating return on equity (1)(2) 9.10 6.99
Return on tangible common equity (1)(2) 9.59 7.29
Operating return on tangible common equity (1)(2) 9.59 7.49
Return on assets 0.94 0.70
Operating return on assets (1)(2) 0.94 0.72
Net interest margin, FTE (4) 3.58 2.61
Efficiency ratio (1)(2) 59.51 72.61
FINANCIAL DATA (in millions, end of period)
Total assets $ 12,320 $ 12,097
Total earning assets 11,615 11,401
Total loans 8,682 7,267
Total deposits 10,068 10,699
Loans/deposits (%) 86 % 68 %
Total shareholders' equity 995 1,094
ASSET QUALITY
Allowance for credit losses, (millions) $ 98 $ 99
Net charge-offs, (millions) (7) (3)
Net charge-offs (QTD annualized)/average loans 0.32 % 0.15 %
Provision expense/(benefit), (millions) $ 9 $ (4)
Non-accruing loans/total loans 0.31 % 0.41 %
Allowance for credit losses/non-accruing loans 363 335
Allowance for credit losses/total loans 1.13 1.37
CAPITAL RATIOS
Common equity tier 1 capital to risk-weighted assets 12.1 % 13.9 %
Tier 1 capital leverage ratio 9.9 10.3
Tangible common shareholders' equity/tangible assets (2) 7.9 8.8


	At or for the						At or for the
	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
NOMINAL AND PER SHARE DATA
Net earnings per common share, diluted	$	0.55		$	0.50		$	1.18		$	0.92
Operating earnings per common share, diluted (1)(2)	0.55			0.51			1.18			0.94
Net income, (thousands)	23,861			23,115			51,498			43,311
Operating net income, (thousands) (1)(2)	23,878			23,562			51,486			44,351
Net interest income, non FTE	92,759			81,358			190,292			150,421
Net interest income, FTE (4)	94,721			82,918			194,161			153,505
Total common shares outstanding, (thousands)	44,033			45,788			44,033			45,788
Average diluted shares, (thousands)	43,532			46,102			43,780			47,074
Total book value per common share	22.11			22.15			22.11			22.15
Tangible book value per common share (2)	21.60			21.56			21.60			21.56
Dividends per common share	0.18			0.12			0.36			0.24
Dividend payout ratio	33.47		%	25.24		%	31.06		%	27.67		%

PERFORMANCE RATIOS (3)
Return on equity	7.82		%	7.82		%	8.46		%	7.31		%
Operating return on equity (1)(2)	7.82			7.97			8.46			7.49
Return on tangible common equity (1)(2)	8.26			8.33			8.92			7.81
Operating return on tangible common equity (1)(2)	8.27			8.48			8.92			7.99
Return on assets	0.78			0.82			0.86			0.76
Operating return on assets (1)(2)	0.78			0.84			0.86			0.78
Net interest margin, FTE (4)	3.24			3.11			3.40			2.86
Efficiency ratio (1)(2)	63.57			66.60			61.50			69.48


FINANCIAL DATA (in millions, end of period)
Total assets	$	12,090		$	11,579		$	12,090		$	11,579
Total earning assets	11,370			10,849			11,370			10,849
Total loans	8,882			7,803			8,882			7,803

Total deposits	10,068			10,115			10,068			10,115
Loans/deposits (%)	88		%	77		%	88		%	77		%
Total shareholders' equity	973			1,014			973			1,014

ASSET QUALITY
Allowance for credit losses, (millions)	$	100		$	99		$	100		$	99
Net charge-offs, (millions)	(6)			—			(13)			(3)
Net charge-offs (QTD annualized)/average loans	0.26		%	0.02		%	0.29		%	0.08		%
Provision expense/(benefit), (millions)	$	8		$	—		$	17		$	(4)

Non-accruing loans/total loans	0.32		%	0.34		%	0.32		%	0.34		%
Allowance for credit losses/non-accruing loans	353			368			353			368
Allowance for credit losses/total loans	1.13			1.27			1.13			1.27

CAPITAL RATIOS
Common equity tier 1 capital to risk-weighted assets	12.1		%	12.9		%	12.1		%	12.9		%
Tier 1 capital leverage ratio	9.6			10.2			9.6			10.2
Tangible common shareholders' equity/tangible assets (2)	7.9			8.5			7.9			8.5

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(1) Operating measurements are non-GAAP financial measures that are adjusted to exclude net non-operating charges primarily related to acquisitions and restructuring activities. Refer to "Reconciliation of Non-GAAP Financial Measures" for additional information.

(2) Non-GAAP financial measure. Refer to "Reconciliation of Non-GAAP Financial Measures" for additional information.

(3) All performance ratios are annualized and are based on average balance sheet amounts, where applicable.

(4) Fully taxable equivalent considers the impact of tax advantaged investment securities and loans.

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AVERAGE BALANCES AND AVERAGE YIELDS/RATES

The following table presents average balances and an analysis of average rates and yields on an annualized fully taxable equivalent basis for the periods included:


		Three Months Ended March 31,												Three Months Ended June 30,
		2023						2022							2023				2022
(Dollars in millions)	(Dollars in millions)	Average Balance		Interest (FTE basis)		Yield/Rate (FTE basis)		Average Balance		Interest (FTE basis)		Yield/Rate (FTE basis)				(Dollars in millions)	Average Balance		Interest (FTE basis)		Yield/Rate (FTE basis)		Average Balance		Interest (FTE basis)		Yield/Rate (FTE basis)
Assets	Assets															Assets
Loans:	Loans:															Loans:
Commercial real estate	Commercial real estate	$	4,166	$	61	5.88	%	$	3,651	$	31	3.35	%			Commercial real estate	$	4,283	$	67	6.16	%	$	3,831	$	36	3.79	%
Commercial and industrial loans	Commercial and industrial loans	1,527		26		6.92		1,373		14		4.14				Commercial and industrial loans	1,496		27		7.27		1,447		16		4.46
Residential mortgages	Residential mortgages	2,283		21		3.70		1,436		13		3.56				Residential mortgages	2,488		24		3.87		1,652		15		3.57
Consumer loans	Consumer loans	539		10		7.24		514		5		4.24				Consumer loans	524		9		7.28		562		8		5.41
Total loans (1)	Total loans (1)	8,515		118		5.57		6,974		63		3.61				Total loans (1)	8,791		127		5.77		7,492		75		3.99
Investment securities (2)	Investment securities (2)	2,261		13		2.23		2,649		13		1.95				Investment securities (2)	2,236		13		2.27		2,621		13		1.97
Short-term investments & loans held for sale (3)	Short-term investments & loans held for sale (3)	313		3		4.24		1,202		—		0.17				Short-term investments & loans held for sale (3)	560		7		4.94		476		1		0.57

Total interest-earning assets	Total interest-earning assets	11,089		134		4.85		10,825		76		2.82				Total interest-earning assets	11,587		147		5.05		10,589		89		3.34
Intangible assets	Intangible assets	24				x		29				X				Intangible assets	22				x		27				X
Other non-interest earning assets	Other non-interest earning assets	692				x		639								Other non-interest earning assets	665				x		644

Total assets	Total assets	$	11,805					$	11,493							Total assets	$	12,274					$	11,260

Liabilities and shareholders’ equity	Liabilities and shareholders’ equity															Liabilities and shareholders’ equity
Deposits:	Deposits:															Deposits:
Non-interest-bearing demand deposits	Non-interest-bearing demand deposits	$	2,706	$	—	—	%	$	2,968	$	—	—	%			Non-interest-bearing demand deposits	$	2,594	$	—	—	%	$	2,903	$	—	—	%
NOW and other	NOW and other	1,456		6		1.64		1,456		—		0.04				NOW and other	1,055		4		1.35		1,454		—		0.12
Money market	Money market	2,659		10		1.59		2,871		1		0.16				Money market	2,555		14		2.13		2,811		2		0.19
Savings	Savings	1,047		—		0.10		1,117		—		0.03				Savings	1,077		—		0.50		1,127		—		0.03
Time	Time	1,808		10		2.13		1,624		3		0.71				Time	2,287		18		3.07		1,460		2		0.64
Total deposits	Total deposits	9,676		26		1.09		10,036		4		0.17				Total deposits	9,568		36		1.51		9,755		4		0.17
Borrowings and notes (4)	Borrowings and notes (4)	688		9		5.06		122		2		5.21				Borrowings and notes (4)	1,288		17		5.14		160		2		4.61

Total funding liabilities	Total funding liabilities	10,364		35		1.36		10,158		6		0.23				Total funding liabilities	10,856		53		1.94		9,915		6		0.24
Other non-interest earning liabilities	Other non-interest earning liabilities	227						146								Other non-interest earning liabilities	197						163

Total liabilities	Total liabilities	10,591						10,304								Total liabilities	11,053						10,078

Total common shareholders' equity	Total common shareholders' equity	1,214						1,189								Total common shareholders' equity	1,221						1,182
Total shareholders’ equity (2)	Total shareholders’ equity (2)	1,214						1,189								Total shareholders’ equity (2)	1,221						1,182
Total liabilities and stockholders’ equity		$	11,805					$	11,493
Total liabilities and shareholders’ equity																Total liabilities and shareholders’ equity	$	12,274					$	11,260
Net interest margin, FTE	Net interest margin, FTE					3.58						2.61				Net interest margin, FTE					3.24						3.11

Total average non-maturity deposits	Total average non-maturity deposits	7,868						8,412								Total average non-maturity deposits	7,281						8,295

Supplementary data	Supplementary data															Supplementary data
Net Interest Income, non FTE	Net Interest Income, non FTE	$	97.533					$	69.063							Net Interest Income, non FTE	$	92.8					$	81.4
FTE income adjustment (5)	FTE income adjustment (5)	1.908						1.524								FTE income adjustment (5)	2.0						1.6
Net Interest Income, FTE	Net Interest Income, FTE	$	99.441					$	70.587							Net Interest Income, FTE	$	94.8					$	83.0

(1) The average balances of loans include nonaccrual loans and deferred fees and costs.

(2) The average balance for securities available for sale is based on amortized cost. The average balance of equity also reflects this adjustment.

(3) Interest income on loans held for sale is included in loan interest income on the income statement.

(4) The average balances of borrowings include the capital lease obligation presented under other liabilities on the consolidated balance sheet.

(5) Fully taxable equivalent considers the impact of tax advantaged investment securities and loans. The yield on tax-exempt loans and securities is computed on a fully tax-equivalent basis using a tax rate of 27%.

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	Six Months Ended June 30,
	2023						2022
(Dollars in millions)	Average Balance		Interest (FTE basis)		Yield/Rate (FTE basis)		Average Balance		Interest (FTE basis)		Yield/Rate (FTE basis)
Assets
Loans:
Commercial real estate	$	4,225	$	128	6.02	%	$	3,741	$	67	3.57	%
Commercial and industrial loans	1,511		54		7.09		1,410		30		4.30
Residential mortgages	2,386		45		3.79		1,545		28		3.57
Consumer loans	531		18		7.26		538		13		4.82
Total loans (1)	8,653		245		5.67		7,234		138		3.80
Investment securities (2)	2,248		26		2.25		2,635		26		1.96
Short-term investments & loans held for sale (3)	437		10		4.69		837		1		0.37

Total interest-earning assets	11,338		281		4.95		10,706		165		3.08
Intangible assets	23				x		28				X
Other non-interest earning assets	679				x		642

Total assets	$	12,040					$	11,376

Liabilities and shareholders’ equity
Deposits:
Non-interest-bearing demand deposits	$	2,650	$	—	—	%	$	2,935	$	—	—	%
NOW and other	1,255		10		1.52		1,455		—		0.08
Money market	2,607		24		1.85		2,841		3		0.17
Savings	1,062		—		0.30		1,122		—		0.03
Time	2,049		28		2.66		1,542		5		0.67
Total deposits	9,623		62		1.79		9,895		8		0.17
Borrowings and notes (4)	990		25		5.11		132		4		4.91

Total funding liabilities	10,613		87		2.21		10,027		12		0.23
Other non-interest earning liabilities	210						164

Total liabilities	10,823						10,191


Total common shareholders' equity	1,217						1,185
Total shareholders’ equity (2)	1,217						1,185
Total liabilities and shareholders’ equity	$	12,040					$	11,376
Net interest margin, FTE					3.40						2.86

Total average non-maturity deposits	7,574						8,353

Supplementary data
Net Interest Income, non FTE	$	190.3					$	150.4
FTE income adjustment (5)	3.9						3.1
Net Interest Income, FTE	$	194.2					$	153.5

(1) The average balances of loans include nonaccrual loans and deferred fees and costs.

(2) The average balance for securities available for sale is based on amortized cost. The average balance of equity also reflects this adjustment.

(3) Interest income on loans held for sale is included in loan interest income on the income statement.

(4) The average balances of borrowings include the capital lease obligation presented under other liabilities on the consolidated balance sheet.

Table of Contents

NON-GAAP FINANCIAL MEASURES

This document contains certain non-GAAP financial measures in addition to results presented in accordance with Generally Accepted Accounting Principles (“GAAP”). These non-GAAP measures are intended to provide the reader with additional supplemental perspectives on operating results, performance trends, and financial condition. Non-GAAP financial measures are not a substitute for GAAP measures; they should be read and used in conjunction with the Company’s GAAP financial information. A reconciliation of non-GAAP financial measures to GAAP measures is provided below. In all cases, it should be understood that non-GAAP measures do not depict amounts that accrue directly to the benefit of shareholders. An item which management excludes when computing non-GAAP operating earnings can be of substantial importance to the Company’s results for any particular quarter or year. The Company’s non-GAAP operating earnings information set forth is not necessarily comparable to non- GAAP information which may be presented by other companies. Each non-GAAP measure used by the Company in this report as supplemental financial data should be considered in conjunction with the Company’s GAAP financial information.

The Company utilizes the non-GAAP measure of operating earnings in evaluating operating trends, including components for operating revenue and expense. These measures exclude amounts which the Company views as unrelated to its normalized operations. These items primarily include ~~merger costs,~~ restructuring ~~costs, goodwill impairment, and discontinued operations.~~costs. Restructuring costs generally consist of costs and losses associated with the disposition of assets and liabilities and lease terminations, including costs related to branch sales.

The Company also calculates operating earnings per share based on its measure of operating earnings and diluted common shares. The Company views these amounts as important to understanding its operating trends, particularly due to the impact of accounting standards related to merger and acquisition activity. Analysts also rely on these measures in estimating and evaluating the Company’s performance. Expense adjustments in 2023 and 2022 were primarily related to branch consolidations. For 2022, ~~net losses~~fair value adjustments on securities were primarily due to unrealized equity securities losses due to changes in market conditions. ~~As of~~Starting March 31, 2023 fair value adjustments on securities ~~gains/(losses)~~ are included in operating income.

Management believes that the computation of non-GAAP operating earnings and operating earnings per share may facilitate the comparison of the Company to other companies in the financial services industry. The Company also adjusts certain equity related measures to exclude intangible assets due to the importance of these measures to the investment community.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

The following table summarizes the reconciliation of non-GAAP items recorded for the periods indicated:


			At or for the Three Months Ended March 31,							At or for the Three Months Ended June 30,				At or for the Six Months Ended June 30,
(In thousands)	(In thousands)		2023			2022			(In thousands)		2023			2022			2023			2022
GAAP Net income	GAAP Net income		$	27,637		$	20,196		GAAP Net income		$	23,861		$	23,115		$	51,498		$	43,311
Adj: Net losses on securities (1)			—			745
Adj: Fair value adjustments on securities (1)									Adj: Fair value adjustments on securities (1)		—			973			—			1,718

Adj: Restructuring and other expense	Adj: Restructuring and other expense		(36)			18			Adj: Restructuring and other expense		21			35			(15)			53

Adj: Income taxes	Adj: Income taxes		7			(170)			Adj: Income taxes		(4)			(561)			3			(731)
Total operating income (non-GAAP) (2)	Total operating income (non-GAAP) (2)	(A)	$	27,608		$	20,789		Total operating income (non-GAAP) (2)	(A)	$	23,878		$	23,562		$	51,486		$	44,351

GAAP Total revenue	GAAP Total revenue		$	114,139		$	89,744		GAAP Total revenue		$	109,853		$	97,709		$	223,992		$	187,453
Adj: Losses on securities, net (1)			—			745
Adj: Fair value adjustments on securities (1)									Adj: Fair value adjustments on securities (1)		—			973			—			1,718

Total operating revenue (non-GAAP) (2)	Total operating revenue (non-GAAP) (2)	(B)	$	114,139		$	90,489		Total operating revenue (non-GAAP) (2)	(B)	$	109,853		$	98,682		$	223,992		$	189,171

GAAP Total non-interest expense	GAAP Total non-interest expense		$	71,955		$	68,550		GAAP Total non-interest expense		$	74,048		$	68,475		$	146,003		$	137,025
Less: Total non-operating expense (see above)	Less: Total non-operating expense (see above)		36			(18)			Less: Total non-operating expense (see above)		(21)			(35)			15			(53)

Operating non-interest expense (non-GAAP) (2)	Operating non-interest expense (non-GAAP) (2)	(C)	$	71,991		$	68,532		Operating non-interest expense (non-GAAP) (2)	(C)	$	74,027		$	68,440		$	146,018		$	136,972

(In millions, except per share data)	(In millions, except per share data)								(In millions, except per share data)
Total average assets	Total average assets	(D)	$	11,805		$	11,493		Total average assets	(D)	$	12,274		$	11,260		$	12,040		$	11,376
Total average shareholders’ equity	Total average shareholders’ equity	(E)	1,214			1,189			Total average shareholders’ equity	(E)	1,221			1,182			1,217			1,185
Total average tangible shareholders’ equity (2)	Total average tangible shareholders’ equity (2)	(F)	1,190			1,160			Total average tangible shareholders’ equity (2)	(F)	1,198			1,155			1,194			1,157

Total tangible shareholders’ equity, period-end (2)(3)	Total tangible shareholders’ equity, period-end (2)(3)	(H)	972			1,066			Total tangible shareholders’ equity, period-end (2)(3)	(H)	951			987			951			987

Total tangible assets, period-end ~~(3)~~(2)	Total tangible assets, period-end ~~(3)~~(2)	(J)	12,297			12,069			Total tangible assets, period-end ~~(3)~~(2)	(J)	12,068			11,552			12,068			11,552
Total common shares outstanding, period-end (thousands)	Total common shares outstanding, period-end (thousands)	(K)	44,411			47,792			Total common shares outstanding, period-end (thousands)	(K)	44,033			45,788			44,033			45,788
Average diluted shares outstanding (thousands)	Average diluted shares outstanding (thousands)	(L)	44,036			48,067			Average diluted shares outstanding (thousands)	(L)	43,532			46,102			43,780			47,074

Earnings per common share, diluted	Earnings per common share, diluted		$	0.63		$	0.42		Earnings per common share, diluted		$	0.55		$	0.50		$	1.18		$	0.92
Operating earnings per common share, diluted (2)	Operating earnings per common share, diluted (2)	(A/L)	0.63			0.43			Operating earnings per common share, diluted (2)	(A/L)	0.55			0.51			1.18			0.94
Book value per common share, period-end	Book value per common share, period-end		22.42			22.89			Book value per common share, period-end		22.11			22.15			22.11			22.15
Tangible book value per common share, period-end (2)	Tangible book value per common share, period-end (2)	(H/K)	21.89			22.30			Tangible book value per common share, period-end (2)	(H/K)	21.60			21.56			21.60			21.56
Total shareholders' equity/total assets	Total shareholders' equity/total assets		8.08			9.04			Total shareholders' equity/total assets		8.05			8.76			8.05			8.76
Total tangible shareholder's equity/total tangible assets (2)	Total tangible shareholder's equity/total tangible assets (2)	(H/J)	7.91			8.83			Total tangible shareholder's equity/total tangible assets (2)	(H/J)	7.88			8.54			7.88			8.54
			x								x
Performance ratios (4)	Performance ratios (4)		x						Performance ratios (4)		x
GAAP return on equity	GAAP return on equity		9.11		%	6.79		%	GAAP return on equity		7.82		%	7.82		%	8.46		%	7.31		%
Operating return on equity (2)	Operating return on equity (2)	(A/E)	9.10			6.99			Operating return on equity (2)	(A/E)	7.82			7.97			8.46			7.49
Return on tangible common equity (2)(5)	Return on tangible common equity (2)(5)		9.59			7.29			Return on tangible common equity (2)(5)		8.26			8.33			8.92			7.81
Operating return on tangible common equity (2)(5)	Operating return on tangible common equity (2)(5)	(A+O)/(F)	9.59			7.49			Operating return on tangible common equity (2)(5)	(A+O)/(F)	8.27			8.48			8.92			7.99
GAAP return on assets	GAAP return on assets		0.94			0.70			GAAP return on assets		0.78			0.82			0.86			0.76
Operating return on assets (2)	Operating return on assets (2)	(A/D)	0.94			0.72			Operating return on assets (2)	(A/D)	0.78			0.84			0.86			0.78
Efficiency ratio (2)	Efficiency ratio (2)	(C-O)/(B+M+P)	59.51			72.61			Efficiency ratio (2)	(C-O)/(B+M+P)	63.57			66.60			61.50			69.48
(in thousands)
Supplementary data (In thousands)			xx
Tax benefit on tax-credit investments (6)		(M)	$	2,897		$	596
Non-interest income tax-credit investments amortization (7)		(N)	(2,285)			(357)
Net income on tax-credit investments		(M+N)	612			239

Intangible amortization		(O)	1,205			1,286
Fully taxable equivalent income adjustment		(P)	1,908			1,524

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(in thousands)
Supplementary data (In thousands)		xx
Tax benefit on tax-credit investments (6)	(M)	$	2,735	$	595	$	5,632	$	1,191
Non-interest income tax-credit investments amortization (7)	(N)	(2,210)		(351)		(4,495)		(708)
Net income on tax-credit investments	(M+N)	525		244		1,137		483

Intangible amortization	(O)	1,205		1,286		2,410		2,572
Fully taxable equivalent income adjustment	(P)	1,962		1,560		3,869		3,084

(1) ~~As of~~Starting March 31, 2023, fair value adjustments on securities ~~gains/(losses)~~ are included in operating income. ~~Net securities losses for the period ending March 31, 2022 include the change in fair value of the Company's equity securities in compliance with the Company's adoption of ASU 2016-01.~~

(2) Non-GAAP financial measure.

(3) Total tangible shareholders’ equity is computed by taking total shareholders’ equity less the intangible assets at period-end. Total tangible assets is computed by taking total assets less the intangible assets at period-end.

(4) Ratios are annualized and based on average balance sheet amounts, where applicable.

(5) Operating return on tangible common equity is computed by dividing the total operating income adjusted for the tax-affected amortization of intangible assets, assuming a 27% marginal rate, by tangible equity.

(6) The tax benefit is the direct reduction to the income tax provision due to tax credits and deductions generated from investments in historic rehabilitation, low-income housing, new markets and solar.

(7) The non-interest income amortization is the reduction to the tax-advantaged commercial project investments, which are incurred as the tax credits are generated.

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GENERAL

Management’s discussion and analysis of financial condition and results of operations is intended to assist in understanding the financial condition and results of operations of the Company. The following discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing in Part I, Item 1 of this document and with the Company’s consolidated financial statements and the notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2022 Annual Report on Form 10-K. In the following discussion, income statement comparisons are against the same period of the previous year and balance sheet comparisons are against the previous fiscal year-end, unless otherwise noted. Operating results discussed herein are not necessarily indicative of the results for the year 2023 or any future period. In management’s discussion and analysis of financial condition and results of operations, certain reclassifications have been made to make prior periods comparable. Tax-equivalent adjustments are the result of increasing income from tax-advantaged loans and securities by an amount equal to the taxes that would be paid if the income were fully taxable based on a 27% marginal rate (including state income taxes net of federal benefit). In the discussion, unless otherwise specified, references to earnings per share and "EPS" refer to diluted earnings per common share.

Berkshire Hills Bancorp, Inc. (“Berkshire” or “the Company”) is a Delaware corporation headquartered in Boston and the holding company for Berkshire Bank (“the Bank”). Established in 1846, the Bank operates as a commercial bank under a Massachusetts trust company charter. The Bank seeks to transform what it means to bank its neighbors socially, humanly, and digitally to empower the financial potential of people, families, and businesses in its communities as it pursues its vision of being a leading socially responsible omni-channel community bank in New England and beyond. Berkshire Bank provides business and consumer banking, mortgage, wealth management, and investment services. Headquartered in Boston, Berkshire has approximately ~~$12.3~~$12.1 billion in assets and operates 100 branch offices in New England and New York.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this document that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (referred to as the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (referred to as the Securities Exchange Act), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including among other things, changes in general economic and business conditions, increased competitive pressures, changes in the interest rate environment and inflation, legislative and regulatory change, changes in the financial markets, and other risks and uncertainties disclosed from time to time in documents that Berkshire Hills Bancorp files with the Securities and Exchange Commission, including the Risk Factors in Item 1A of this report.

Because of these and other uncertainties, Berkshire’s actual results, performance or achievements, or industry results, may be materially different from the results indicated by these forward-looking statements.In addition, Berkshire’s past results of operations do not necessarily indicate Berkshire’s combined future results. You should not place undue reliance on any of the forward-looking statements, which speak only as of the dates on which they were made. Berkshire is not undertaking an obligation to update forward-looking statements, even though its situation may change in the future, except as required under federal securities law. Berkshire qualifies all of its forward-looking statements by these cautionary statements.

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~~SUMMARY~~FINANCIAL OVERVIEW

Berkshire ~~recorded first quarter~~reported net income ~~in 2023~~ of ~~$27.6~~$23.9 million, or ~~$0.63~~$0.55 per diluted share, for the three months ended June 30, 2023, compared to $23.1 million, or $0.50 per diluted share, for the year-ago period. Included in the results for the three months ended June 30, 2023 are net non-operating charges totaling $21 thousand ($17 thousand after-tax) with no per share ~~compared to $20.2 million, or $0.42 per share, in 2022.~~impact. ~~Year-over-year improvement included~~Included in the ~~benefit~~results for the three months ended June 30, 2022 are net non-operating charges totaling $1.0 million ($447 thousand after-tax) or $0.01 per share. Compared to the year-ago period, second quarter 2023 earnings primarily reflect higher net interest income partially offset by higher credit loss provision expense.

Berkshire’s return on average assets was 0.78% on a GAAP and operating basis for the three months ended June 30, 2023 compared to 0.82% (0.84% on an operating basis) for the year-ago period. Return on average tangible common equity was 8.26% (8.27% on an operating basis) for the three months ended June 30, 2023 compared to 8.33% (8.48% on an operating basis) for the year-ago period. Compared to the second quarter of ~~loan growth, higher market~~2022, FTE net interest ~~rates, meaningful expense control,~~income increased $11.8 million to $94.7 million and ~~share repurchases.~~the net interest margin increased 13 basis points to 3.24%.

Second quarter 2023 average total earning assets increased $998 million compared to the second quarter of 2022, primarily reflecting an increase of $1.30 billion in average loans and an increase of $84 million in average short-term investments and loans HFS, partially offset by a $385 million decrease in average securities. Average total funding liabilities increased $941 million compared to the year-ago quarter, reflecting a $1.13 billion increase in average borrowings, partially offset by a $187 million decrease in average deposits.

~~The Company’s~~Net income for the six months ended June 30, 2023 totaled $51.5 million, or $1.18 per diluted share, compared to $43.3 million, or $0.92 per diluted share, for the year-ago period. Included in the results for the six months ended June 30, 2023 are net non-operating credits totaling $15 thousand ($12 thousand after-tax) with no per share impact. Included in the results for the six months ended June 30, 2022 were non-operating charges totaling $1.8 million ($1.0 million after-tax) or $0.02 per share. Compared to the year-ago period, first ~~quarter~~half 2023 earnings primarily reflect higher net interest income partially offset by higher credit loss provision expense.

Berkshire’s return on average assets ~~improved year-over-year~~was 0.86% on a GAAP and operating basis for the six months ended June 30, 2023 compared to ~~0.94% from 0.70%.~~0.76% (0.78% on an operating basis) for the year-ago period. Return on average tangible common equity ~~rose~~was 8.92% on a GAAP and operating basis for the six months ended June 30, 2023 compared to ~~9.6% from 7.3%.~~ 7.81% (7.99% on an operating basis) for the year-ago period. Per share results and equity returns have included the benefit of ongoing share repurchases.First ~~quarter~~half 2023 FTE net interest income ~~improved~~increased $40.7 million compared to ~~$99.4 million from $70.6 million. The~~the first half of 2022 and the net interest margin increased ~~by 97~~54 basis points to ~~3.58% from 2.61%~~3.40%.

Average total earning assets ~~increased year-over-year~~ in the first ~~quarter by $264~~half of 2023 increased $632 million compared to the first half of 2022, primarily reflecting ~~a $1.5~~an increase of $1.42 billion ~~increase~~ in average loans, ~~which was~~ partially offset by ~~decreases of $388~~a $387 million decrease in average ~~investment~~ securities and ~~$889~~a $400 million decrease in average short-term investments and ~~loans held for sale.~~ HFS loans.Average first half total funding liabilities increased ~~$206~~$586 million compared to the year-ago period, reflecting ~~a $566~~an $858 million increase in average borrowings, ~~which was~~ partially offset by a ~~$360~~$272 million ~~reduction~~decrease in average deposits.

~~Compared to the year-ago~~Total second quarter non-interest income increased $743 thousand year-over-year and total non-interest expense increased $5.6 million. The efficiency ratio was 63.6% for the second quarter of 2023 compared to 66.6% for the year-ago quarter. For the first half of the year, total non-interest income decreased ~~by $4.1~~$3.3 million and non-interest expense increased ~~by $3.4~~$9.0 million.The ~~first quarter~~ efficiency ratio was ~~59.5% in 2023 compared to 72.6% in 2022.~~61.5% and 69.5% for these periods, respectively.

The ~~first quarter~~ provision for credit losses on loans in the second quarter of 2023 totaled ~~$9.0~~$8.0 million; there was no provision expense in the year-ago quarter. For the first six months of the year, the provision expense was $17.0 million in 2023, compared to ~~a benefit totaling $4.0~~($4.0) million in 2022. ~~The first quarter annualized ratio of net loan charge-offs to average loans was 0.32%~~Provision expense in ~~2023 compared to 0.15%~~2022 reflected notable improvement in ~~2022.~~pandemic-related expected credit losses. The allowance for credit losses on loans was ~~$98.0~~$100.2 million, ~~at March 31, 2023, a $1.7 million increase from December 31, 2022.Non-performing assets totaled $29.5 million March 31, 2023, a $3.9 million decrease from December 31, 2022.At March 31, 2023, the allowance for credit losses on loans measured~~or 1.13% of total loans, inat June 30, 2023, compared to $96.3 million, or 1.15% of total loans at December 31, 2022.

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Berkshire’s total ~~stockholders’~~shareholders’ equity was ~~$995~~$973 million at ~~March 31, 2023, a $41 million increase from December 31, 2022.Stockholders’ equity as a percentage of total assets was 8.1% at March 31,~~June 30, 2023 compared to ~~8.2%~~$954 million at December 31, 2022. ~~For these dates, tangible~~The common equity Tier 1 capital ratio was 12.1% and 12.4% at June 30, 2023 and December 31, 2022, respectively. Tangible common equity as a percentage of tangible assets was 7.9% ~~and 8.0% respectively. The total risk-based capital was~~ ~~14.4~~% at ~~March 31,~~June 30, 2023 compared to ~~14.6~~%8.0% at December 31, 2022.

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~~COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022~~

Net Interest Income

Net interest income and net interest margin are affected by many factors, including: changes in average balances; interest rate fluctuations and the slope of the yield curve; sales of loans and securities; residential mortgage loan and mortgage-backed security prepayment rates; product pricing; competitive forces; the relative mix, repricing characteristics and maturity of interest-earning assets and interest-bearing liabilities; non-interest-bearing sources of funds; hedging activities; and asset quality.

In response to persistent high inflation, the Federal Reserve Board increased the target federal funds rate over the last ~~five~~six quarters.The average maximum target Federal Funds rate ~~averaged 4.69%~~increased from 25 basis points in the first quarter of ~~2023, compared~~2022 to ~~0.30%~~5.16% in the ~~same~~second quarter of ~~2022.The average five-year treasury rate was 3.80%~~2023, increasing in each sequential quarter, with the largest quarterly increases occurring in the second and ~~1.83% for these respective periods.~~third quarters of 2022.

The ~~first quarter~~ net interest margin increased ~~year-over-year~~ by 9713 basis points to ~~3.58% from 2.61%.~~3.24% in the second quarter of 2023 compared to the year-ago quarter. The margin increased by 54 basis points to 3.40% in the second half of 2023 compared to the same period of 2022. This improvement reflected the reinvestment of funds from lower yielding investments into higher yielding loans, along with the positive interest rate sensitivity of the Company’s interest rate risk profile in the environment of rising market interest rates.

~~First~~Second quarter FTE net interest income increased year-over-year by ~~$28.9~~$11.8 million. Total interest income increased ~~$57.5~~$58.0 million and total interest expense increased ~~$29.0~~$46.6 million. The FTE interest adjustment increased ~~$384~~$402 thousand.

~~In the first~~Second quarter average total earning assets increased year-over-year by ~~$264~~$998 million, primarily reflecting ~~a $1.5~~an increase of $1.30 billion ~~increase~~ in average loans ~~which was partially offset by decreases of $388~~and an $84 million ~~in average investment securities and $889 million~~increase in average short-term investments and loans held for ~~sale.~~sale, partially offset by a $385 million decrease in average securities. The increase in average loans was primarily due to a ~~$515~~$452 million increase in average commercial real estate loans and an ~~$847~~$836 million increase in average residential mortgages, reflecting growth in originations staff and increased market demand for commercial loans.

Average total loans, average securities and average short-term investments and loans held for sale comprised ~~77%~~76%, ~~20%~~19% and 3%5%, respectively, of average total earning assets in the ~~first~~second quarter of 2023, compared to ~~64%~~71%, 25% and ~~11%~~4%, respectively, in the ~~first~~second quarter of 2022. In the current quarter, the yields on these portfolios were ~~5.57%~~5.77%, ~~2.23%~~2.27%, and ~~4.24%~~4.94% respectively, compared to ~~3.61%~~3.99%, ~~1.95%~~1.97%, and ~~0.17%~~0.57% in the same quarter of 2022.~~At March 31, 2023, approximately~~ ~~41%~~ ~~of the Company’s loan portfolio was comprised of loans repricing within three months.~~

~~Average~~Second quarter average total funding liabilities increased ~~$206~~$941 million, reflecting a ~~$566 million~~$1.13 billion increase in average borrowings which was partially offset by a ~~$360~~$187 million reduction in average deposits. The increase in borrowings was primarily due to higher borrowings from the Federal Home Loan Bank of Boston, including further fortifying on-balance sheet liquidity with higher cash balances due to market conditions in ~~March~~the first quarter of 2023.

~~Average~~Second quarter average non-interest bearing deposits decreased ~~$262~~$309 million, average NOW and other interest-bearing transaction accounts ~~were stable,~~ decreased $399 million, average money market deposits decreased ~~$212~~$256 million, and average savings deposits decreased ~~$70~~$50 million. Average time deposits increased ~~$184~~$827 million. Deposit shifts reflected the migration of some balances from lower yielding accounts to higher yielding accounts in and out of the Bank, as well as the spend-down by customers of ~~excess~~ liquidity accumulated during the pandemic. Time deposit growth included higher utilization of brokered deposits.

Average total deposits comprised ~~93%~~88% and ~~99%~~98% of average total funding liabilities in the ~~first~~second quarters of 2023 and 2022, respectively. As a percentage of average deposits, in the ~~first~~second quarter of 2023, average non-interest bearing deposits measured ~~28%~~27%, average NOW and other interest-bearing transaction accounts measured ~~15%~~11%,

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average money market deposits were 27%, average savings accounts were 11%, and average time deposits were ~~19%~~24%. The comparable percentages in the year-ago quarter were respectively 30%, ~~14%~~15%, 29%, ~~11%~~12%, and ~~16%~~15% respectively.

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The ~~113~~170 basis point increase to ~~1.36%~~1.94% in the rate paid on average total funding liabilities in the ~~first~~second quarter of 2023 compared to 2022 primarily reflects the impact of the increase in market interest ~~rates.~~rates and increased borrowings. The rate paid on average total deposits increased 92134 basis points, reflecting higher interest rates paid and the shift in the mix of deposits. Higher deposit costs included increases of ~~160~~123 basis points in the cost of NOW and other interest-bearing transaction deposits, 747 basis points in the cost of savings deposits, ~~143~~194 basis points in the cost of money market deposits, and ~~142~~243 basis points in the cost of time deposits.

First half FTE net interest income increased year-over-year by $40.7 million. In addition to the increase in the net interest margin, first half net interest income also benefited from the $632 million increase in average earning assets which was primarily driven by higher average loans which were mostly funded by increased average borrowings.

Non-Interest Income

Total ~~first quarter~~ non-interest income ~~decreased $4.1 million year-over-year.This was~~in the second quarter of 2023 increased $743 thousand compared to the second quarter of 2022. The increase compared to the year-ago period primarily ~~due to a $2.5 million decrease~~reflects increases in deposit related fees and in loan related fees, partially offset by decreases in gain on SBA loan sales, wealth management fees, and ~~a $2.8 million decrease~~other non-interest income. Total non-interest income in the ~~category~~first half of ~~other non-interest income.~~2023 decreased $3.3 million compared to the first half of 2022. The decrease compared to the year-ago period reflected decreases in ~~loan~~all major categories of non-interest income except deposit related fees, ~~was~~as well as the impact of a change in fair value adjustments on securities.

Deposit related fees increased year-over-year across many categories, with the largest increases recorded in cash management fees and account service charges. Loan related fee changes were primarily due to ~~a $2.6 million decrease in~~changes related to commercial loan interest rate swap ~~fee income.~~volumes and fair value adjustments. The decreases in gain on SBA loan sales reflect lower loan demand and sale premiums as a result of increases in the prime rate of interest. ~~The decrease in other~~Wealth management fees declined from 2022 levels; the portfolio of wealth assets under management totaled $1.4 billion at June 30, 2023.Other non-interest income ~~was~~decreased primarily due to ~~a $1.9 million increase in~~higher charges for the amortization of tax credit investments ~~which was~~(which are more than offset by credits ~~benefiting~~to income tax ~~expense reflecting increased tax credit investments.~~

~~Deposit related fee income increased year-over-year by $960 thousand.SBA loan sale gains decreased by $851 thousand reflecting lower volume and premiums.The Company recorded $234 thousand in securities gains in the first quarter of 2023 compared to losses of $745 thousand in the first quarter of 2022.These items primarily reflected the impact of changes in interest rates on the fair values of the bond portfolio during these periods.~~expense).

Provision for Credit Losses

The provision was ~~a charge~~an expense of ~~$9.0~~$8.0 million in the ~~first~~second quarter of 2023; there was no provision expense in the second quarter of 2022. The provision in the first half of 2023 was an expense of $17.0 million, compared to a benefit of $4.0 million in the ~~first quarter~~comparable period of 2022.~~The provision~~ Provision expense in 2023 ~~included~~primarily reflected growth in the ~~impact on the allowance for expected credit losses on loans related to~~ loan ~~portfolio growth.~~portfolio. The ~~benefit~~results in 2022 reflected ~~lower~~notable improvement in pandemic-related expected credit ~~losses last year as a result of an improved outlook as pandemic related credit loss expectations declined.The Company recorded first quarter net loan charge-offs of $6.9 million in 2023 compared to $2.6 million in 2022.~~losses.

Non-Interest Expense

Total ~~first quarter~~ non-interest expense increased ~~year-over-year~~year-over year in the second quarter by ~~$3.4~~$5.6 million and in the first half of the year by $9.0 million. The increases were primarily in compensation and benefits, technology and communications, and the category of other expenses. These increases were partially offset by decreases in occupancy and equipment expense.

Compensation and benefits expense has increased ~~by $1.6 million due~~including the impact of hiring of frontline bankers.Higher technology and communications expense largely reflects investments to digitize the bank. The increase in the category of other expenses primarily ~~to higher salary expense, including increased front-line bankers.~~reflects increases in deposit insurance premiums. Occupancy and equipment ~~costs decreased $688 thousand reflecting benefits from real estate rationalization initiatives.Technology and communications~~ expense ~~increased $944 thousand including higher core system costs and increased software license and support costs as the Company invests in an enhanced digital customer experience.Professional services expense increased $585 thousand primarily~~has declined due to ~~consulting~~the benefit from office and ~~other professional costs.~~branch consolidation.

~~Increases in other costs included $439 thousand in higher FDIC insurance expense due to higher premium rates in 2023 and $359 thousand in higher loan workout costs.~~

The ~~first~~second quarter efficiency ratio improved year-over-year due to ~~59.5% from 72.6% reflecting positive~~the 11% increase in operating ~~leverage driven by growth~~revenue which exceeded the 8% increase in ~~net interest income.~~operating expense. The first half efficiency ratio improved year-over-year due to the 18% increase in operating revenue, which substantially exceeded the 7% increase in operating expense.

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Income Tax Expense

The Company’s effective income tax rate was ~~16.7% in~~14.2% for the ~~current~~second quarter of 2023 and 15.6% for the first half of 2023, compared to 20.9% and 20.4%, respectively, for the comparable periods of 2022, and compared to 18.7% for the ~~full-year~~full year of 2022. ~~This primarily~~The lower tax rate in 2023 reflected benefit from increased tax credit investments. Differences arising between Berkshire’s effective income tax rate and the U.S. federal statutory rate of 21% are generally attributable to: (i) tax-exempt interest earned on certain investments; (ii) tax-exempt income from BOLI; (iii) tax credit investment benefits; and (iv) state income taxes.

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COMPARISON OF FINANCIAL CONDITION AT ~~MARCH 31,~~JUNE 30, 2023 ANDDECEMBER 31, 2022

General

Total assets at ~~March 31,~~June 30, 2023 were ~~$12.3~~$12.1 billion, a ~~$657~~$427 million increase from December 31, 2022, primarily reflecting ~~increases~~a $547 million increase in total loans partially offset by a decrease of ~~$321~~$45 million in cash and cash equivalents and ~~$347~~$75 million in ~~total loans.~~investment securities. ~~The Company increased cash and equivalents,~~Loan growth primarily ~~through borrowing, due to market conditions near the end~~consisted of ~~the quarter.The~~a $369 million increase in ~~loans included~~residential mortgages and a $220 million increase in commercial real estate ~~commercial and industrial, and residential mortgage~~ loans. The ~~portfolio of~~decrease in investment securities ~~increased $12 million from December 31, 2022.~~primarily represented amortizations and maturities.

~~Total~~Nonaccrual loans totaled $28.4 million at June 30, 2023, a $2.7 million decrease from December 31, 2022 due to lower nonaccrual commercial loans. The allowance for credit losses on loans totaled $100.2 million at June 30, 2023, compared to $96.3 million at December 31, 2022. At June 30, 2023, the allowance as a percentage of total loans was 1.13% and as a percentage of nonaccrual loans was 353%, compared to 1.15% and 309%, respectively, at December 31, 2022.

At June 30, 2023, total liabilities ~~at March 31, 2023~~ were ~~$11.3~~$11.1 billion, a ~~$616~~$408 million increase from December 31, 2022, primarily reflecting ~~$900~~a $670 million increase in ~~higher~~total borrowings, ~~which were~~ partially offset by a ~~$260~~$259 million decrease in total deposits.

~~Total stockholders’~~Berkshire’s total shareholders’ equity was ~~$995~~$973 million at ~~March 31,~~June 30, 2023, a ~~$41~~$19 million increase from December 31, 2022.As a percentage of total assets, ~~stockholders’~~shareholders’ equity was 8.1% and 8.2% at ~~those respective dates.~~June 30, 2023 and December 31, 2022, respectively. Tangible common equity ~~as a percentage~~equaled 7.9% of tangible assets ~~was 7.9%~~at June 30, 2023 compared to 8.0% at December 31, 2022.

Berkshire’s (consolidated) Tier 1 Leverage capital ratio and ~~8.0% for those dates.The Company’s~~its Common Equity Tier 1 (“~~CET1”~~CET 1”) ~~ratio measured~~, Tier 1 and Total risk-based capital ratios were 9.6%, 12.1%, 12.3% and 14.4%, respectively, at ~~quarter-end,~~June 30, 2023, compared to 10.2%, 12.4%, 12.6% and 14.6%, respectively, at December 31, 2022. The Bank’s Tier 1 Leverage capital ratio and its CET 1, Tier 1 and Total risk-based capital ratios were 9.6%, 12.4%, 12.4% and 13.4%, respectively, at ~~year-end~~June 30, 2023, compared to 10.2%, 12.6%, 12,6% and 13.6%, respectively, at December 31, 2022.

Loans

Total loans at period-end are categorized in the financial statement in accordance with regulatory reporting.

Total loans measured ~~$8.7~~$8.9 billion at ~~March 31, 2022,~~June 30, 2023, increasing ~~by $347~~$547 million during the ~~quarter across most major categories except consumer~~half of 2023. At June 30, 2023, commercial loans measured 65% of total loans and retail loans measured 35% of total loans. ~~Loan growth reflected ongoing originations~~In comparison, at December 31, 2022, commercial loans measured 66% of total loans and ~~increased lending under commercial credit commitments.~~retail loans measured 34% of total loans.

~~Commercial~~Total commercial loans ~~totaled~~increased by $212 million to $5.7 billion ~~at March 31,~~during the first half of 2023 ~~a $216 million increase from December 31, 2022.~~and were comprised of commercial real estate loans and commercial and industrial loans. Commercial real estate loans (which include construction loans and multifamily loans) totaled $4.3 billion and increased by ~~$144~~$219 million ~~including construction loans which increased by $55 million.~~during the first half of 2023. Commercial and industrial loans ~~increased~~totaled $1.4 billion and decreased by ~~$72~~$7 million. ~~The ratio of non-accrual commercial loans to total commercial loans was 0.25% at March 31, 2023 compared to 0.35% at December 31, 2022.Non-performing~~Nonaccrual commercial loans totaled ~~$14.5~~$17.1 million at ~~March~~June 30, 2023, and measured 0.30% of total commercial loans.At December 31, ~~2023 compared to~~2022, nonaccrual commercial loans totaled $19.4 million, ~~at December 31, 2022.~~measuring 0.35% of total commercial loans.

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Total retail loans increased by $335 million to $3.1 billion. Retail loans include residential mortgage loans and consumer loans.~~Retail loans~~ At June 30, 2023, residential mortgages totaled ~~$2.9~~$2.7 billion ~~at March 31, 2023, an increase~~and increased by $365 million during the first half of ~~$131 million from year-end 2022.Residential mortgage loans totaled $2.5 billion at March 31, 2023, a $152 million increase from December 31, 2022.~~2023. Consumer loans totaled ~~$481~~$472 million at ~~March 31,~~June 30, 2023 ~~a $21~~and decreased by $29 million ~~decrease from~~in the first half of 2023 due primarily to planned run-off of unsecured consumer balances which was partially offset by growth in home equity loans.Nonaccrual retail loans totaled $11.3 million at June 30, 2023, measuring 0.36% of total retail loans.At December 31, ~~2022. The ratio~~2022, nonaccrual retail loans totaled $11.7 million, measuring 0.42% of ~~non-accrual residential mortgage loans to residential mortgage loans was 0.39% at March 31, 2023 compared to 0.38% at December 31, 2022.~~total retail loans.~~The ratio of non-accrual consumer loans to consumer loans was 0.58% at March 31, 2023 compared to 0.56% at December 31, 2022.~~

Allowance for Credit Losses on Loans

The allowance totaled ~~$98.0~~$100.2 million at ~~March 31,~~June 30, 2023, an increase of ~~$1.7~~$3.9 million from December 31, 2022, reflecting growth in the loan portfolio. The ratio of the allowance to total loans decreased to 1.13% from 1.15% for these respective dates.

For the commercial loan portfolio, the allowance for credit losses as a percentage of commercial loans was ~~1.17%~~1.20% at ~~March 31,~~June 30, 2023, compared to 1.15% at December 31, 2022. The commercial allowance for credit losses represented ~~463%~~405% of non-accrual commercial loans at ~~March 31,~~June 30, 2023 compared to 326% at December 31, 2022.

For the retail loan portfolio, the allowance for credit losses as a percentage of retail loans was ~~1.05%~~0.99% at ~~March 31,~~June 30, 2023 compared to 1.17% at December 31, 2022. The retail allowance for credit losses represented ~~247%~~275% of non-accrual retail loans at ~~March 31,~~June 30, 2023 compared to 282% at December 31, 2022.

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Deposits and Borrowings

Total deposits were $10.1 billion at ~~March 31,~~June 30, 2023, a ~~$260~~$259 million decrease from year-end 2022. ~~Excluding~~Most categories of deposits ~~related to~~decreased except for higher cost time deposits as customers sought higher rate deposits in the ~~Company’s payroll deposit business line, total deposits were $8.8 billion, decreasing by $79 million during the quarter.The decline in deposits reflected customers utilizing excess liquidity and, in some cases, reinvesting surplus funds in~~environment of higher ~~yielding government securities.~~interest rates.

Non-interest bearing deposits totaled ~~$2.7~~$2.6 billion at ~~March 31,~~June 30, 2023, a ~~$201~~$258 million decrease from December 31, 2022. Non-maturity interest-bearing deposits totaled ~~$5.3~~$5.0 billion, ~~a $537~~an $803 million decrease during the ~~current quarter.~~first half of 2023. Time deposits totaled ~~$2.1~~$2.4 billion, increasing ~~$479~~$802 million during this period.

Borrowings totaled ~~$1.0~~$0.8 billion at ~~quarter-end,~~period-end, increasing ~~$900~~$670 million from year-end 2022. The increase was due to the utilization of Federal Home Loan Bank of Boston advances.The Company did not utilize any of its other funding sources from the Federal Reserve Bank of Boston or federal funds lines during the quarter aside from deminimus activity related to maintaining the operational readiness of these sources.

Derivative Financial Instruments

The notional amount of derivative financial instruments totaled $4.5 billion at ~~quarter-end,~~period-end, increasing ~~$13~~$15 million from year-end 2022.The net fair value of these instruments at ~~March 31,~~June 30, 2023 was a liability of ~~$30~~$42 million, decreasing ~~$13~~$1 million from December 31, 2022 due primarily to a reduction in the net fair value liability related to economic hedges recorded for commercial loan interest rate swaps as a result of lower medium term interest rates at period-end.2022.

Shareholders’ Equity and Dividends

Total ~~stockholders’~~shareholders’ equity was ~~$995~~$973 million at ~~March 31,~~June 30, 2023, a ~~$41~~$19 million increase from December 31, 2022. This primarily reflects net income of ~~$28~~$51 million ~~and a $22 million improvement in the accumulated other comprehensive loss reflecting improved bond prices due to a decrease in period-end medium term interest rates.The Company paid $8~~partially offset by $16 million in common stock dividends at $0.18 per ~~share.The Company repurchased 47~~share and share repurchases totaling $14 million for the repurchase of 628 thousand shares atas well as a ~~total cost of $1.2~~$5 million ~~during~~increase in the ~~quarter.~~accumulated other comprehensive loss reflecting changes in the unrealized loss on derivative hedges.

Liquidity and Cash Flows

Liquidity is defined as the ability to generate sufficient cash flows to meet all present and future funding requirements at reasonable costs for the Company, including the Bank. Liquidity management addresses both the Company’s ability to fund new loans and investments as opportunities arise, to meet customer deposit withdrawals and to repay borrowings and subordinated notes as they mature. During the first ~~quarter,~~half of 2023 the Company increased its ~~on-balance sheet and~~ off-balance sheet liquidity sources primarily by increasing its assets qualified for pledging against

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borrowings, and the Company views its liquidity as satisfactory for current conditions as well as for stressed scenarios in its liquidity testing models.

At ~~March 31,~~June 30, 2023, cash and equivalents totaled ~~$1.0~~$0.6 billion and securities available for sale totaled ~~$1.4~~$1.3 billion. Unused borrowing availability at that date from the Federal Home Loan Bank of Boston “FHLBB” and the Federal Reserve Bank of Boston ~~discount window~~ (“FRB”) totaled ~~$3.1~~$3.6 billion. Borrowings from these sources are supported by collateral, to the extent utilized. ~~Unsecured borrowing facilities from correspondent banks~~Cash balances at the holding company totaled ~~$519~~$89 million ~~all of which was unused~~ at ~~that date.~~period-end.

During the first ~~quarter,~~half of 2023, borrowings from the FHLB were the primary source of ~~cash was borrowings from the FHLB~~funds and the primary uses were loan growth and net deposit ~~reductions, as well as an overall increase in cash equivalent balances amid heightened stress~~outflows primarily in the ~~banking industry.Cash balances at the holding company totaled $107 million at period-end.~~first quarter due to industry conditions.

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Capital Resources

Please see the “Shareholders’ Equity” section of the Comparison of Financial Condition for a discussion of shareholders’ equity together with the note on Shareholders' Equity in the consolidated financial statements.

Additional information about capital resources and regulatory capital is contained in the notes to the consolidated financial statements and in the Company's most recent Form 10-K.

The Company’s goal is to maintain sound capitalization and use capital generation to support organic growth and shareholder distributions in the form of dividends and stock repurchases. The Company’s goal is to maintain a “well-capitalized” regulatory designation under projected and stressed financial projections.

In recent periods, the Company has returned excess capital to shareholders through stock repurchases. Additionally, the Company increased the quarterly stock dividend by 50% in the fourth quarter of 2022. The Company’s long-term goal is to maintain an efficient capital structure and to provide a return in excess of the cost of its common equity capital.~~The return on tangible common equity measured 9.6% in the most recent quarter.~~

As a result of rising interest rates, available for sale bond portfolios in banks are subject to unrealized losses which result in charges against other comprehensive income (“AOCI”) and reduce the book value of shareholders’ equity. Like many of its peers, the Company utilizes an option in reporting its regulatory equity which excludes changes in AOCI in the calculation of regulatory capital.

Reductions in bond valuations due to changes in market interest rates are reversed as bonds approach maturity. These reversals are accreted to AOCI over time, restoring the book value of equity. Tangible common equity totaling ~~$972~~$951 million at period-end and was net of an accumulated other comprehensive loss totaling ~~$159~~$186 million.

While the Company monitors the book value of equity and related metrics, it primarily manages capital based on regulatory capital measures, with a focus on the common equity ~~tier~~Tier 1 capital ratio. The Company continues to view itself as having excess capital which it plans to utilize in accordance with its capital management objectives.

In acting as a source of strength for the Bank, the Company relies in the long term on capital distributions from the Bank in order to provide operating and capital service for the Company, which in turn can access national financial markets to provide financial support to the Bank. Capital distributions from the Bank to the parent company presently require approval by the FDIC and the Massachusetts Division of Banking.

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APPLICATION OF CRITICAL ACCOUNTING POLICIES

The Company’s significant accounting policies are described in Note 1 to the consolidated financial statements

included in its most recent Annual Report on Form 10-K. Modifications to significant accounting policies made during the year are described in Note 1 to the consolidated financial statements included in Item 1 of this report. The preparation of the consolidated financial statements in accordance with GAAP and practices generally applicable to the financial services industry requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and to disclose contingent assets and liabilities. Actual results could differ from those estimates.

Management has identified the Company's most critical accounting policies as related to:

• Allowance for Credit Losses on Loans

• Fair Value Measurements

These policies are considered most critical in that they are important to the Company’s financial condition and results, and they require management’s subjective and complex judgment as a result of the need to make estimates about the effects of matters that are inherently uncertain. Both of these policies were significant in determining income and financial condition in the financial statements. There is further discussion of the application of these policies in the Form 10-K.

ENVIRONMENTAL, SOCIAL, GOVERNANCE (ESG) & COMMITMENT TO SOCIAL RESPONSIBILITY

Since its founding in 1846, Berkshire Bank continues to be a performance and purpose-driven, values-guided, community-centered bank working to achieve its vision of becoming a high-performing, leading socially responsible community bank. Berkshire empowers the financial potential of its stakeholders by making banking available where, when, and how it's needed through a dedicated focus on exceptional customer service, digital banking, and positive community impact. It provides a wide range of accessible, affordable, ~~safe,~~ responsible and sustainable financial solutions through its consumer banking, commercial banking and wealth management divisions.

ESG factors are ~~central~~integral to the company’s vision, mission, business practices, and Berkshire’s Exciting Strategic Transformation (BEST). Berkshire focuses its ESG strategy on material topics impacting its business and stakeholders including leadership & governance, human capital management, equity & inclusion, responsible banking & cybersecurity, financial access & affordability, environmental sustainability & climate change and community investment. It was one of the first banks in the country to establish a dedicated committee of our Board of Directors to oversee ESG matters. Berkshire also was the first U.S. community bank holding company with under $150 billion in assets to issue a Sustainability Bond. The Bank is a leader among community banks in integrating ESG standards into its business strategy and operations. This helps manage risk and unlock new business opportunities to create an ecosystem of ~~value, which in turn supports Berkshire’s commercial performance, creating capacity to invest more in its business, employees, customers, shareholders and communities.~~value.

Berkshire regularly engages ~~directly~~ with its stakeholders to share information about the progress it’s made in its ESG performance, including through its ESG and Corporate Responsibility website, corporate annual report, and proxy statement. Additionally, Berkshire’s annual ESG Report, which is aligned with Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-Related Financial Disclosure (TCFD) disclosure standards, details the Company's ESG efforts and programs.

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Climate Change & Sustainability

Climate Change manifesting in the form of both physical or transition risks could, either directly or indirectly, affect Berkshire’s operations, businesses, customers, communities, and its stakeholders. As the transition to a low-carbon economy accelerates, new policy emerges, and market dynamics shift, Berkshire targets that its efforts to manage its environmental footprint, mitigate the risks associated with climate change, and support the transition will allow it to strengthen its positioning as a high performing, leading socially responsible community bank. The Company continues to evolve its practices to reflect its community bank mission as well as the size, scope, and complexity of its operations.

~~Key Developments~~Quarterly Highlights

•Sustainability Bond: Berkshire completed the allocation of its inaugural $100 million sustainability bond less than one year after its issuance. All of the proceeds were allocated in alignment with Berkshire's Sustainable Financing Framework. Sustainalytics, a Morningstar Company, and the ~~Quarter:~~global leader in high-quality ESG research, ratings, and data, independently verified that Berkshire's Sustainable Financing Framework "is credible and impactful and aligns with the International Capital Market Association's (ICMA) Sustainability Bond Guidelines 2021, Green Bond Principles 2021 and Social Bond Principles 2021". The subordinated Sustainability Bond issuance also received an investment grade rating of Baa3 from Moody's Investors Service.

Bond proceeds were allocated toward the following projects:

•~~Release~~Affordable & Workforce Housing: Approximately 41% of ~~2022 ESG Report:~~ ~~The Company released its 2022 ESG Report, Purpose & Performance that Matters which highlights Berkshire's performance across environmental, social,~~the bond proceeds were allocated to the development of 330 units of affordable and ~~governance dimensions~~workforce housing in Massachusetts, New York and Connecticut. These projects are expected to provide housing at a rate below the prevailing market rate to individuals and families at or below 60% of ~~its business along with its progress on its BEST Community Comeback program. The report can be viewed in its totality at berkshirebank.com/esg2022~~the Area Median Income ("AMI") for affordable units and between 60%-80% of the AMI for workforce units

•~~Ongoing Third-Party Recognition~~Green Buildings: ~~Berkshire was again listed~~Approximately 33% of the bond proceeds were allocated for the construction of more than 200,000 square feet of green buildings in Massachusetts and New York whose projects are expected to achieve LEED Gold or Platinum, Net Zero emissions and/or are expected to achieve greenhouse gas emissions performance in the ~~Bloomberg Gender Equality Index, named by Newsweek as one~~top 15% of ~~America’s Most Trustworthy Companies, and was~~their municipal boundaries.

•Financial Access & Inclusion: 26% of the bond proceeds were allocated to projects located in low-moderate income and/or majority minority census tracts. This included ~~in Forbes’ America’s Best Midsize Employers. Additionally, Berkshire’s ESG activities and BEST Community Comeback received~~ a ~~2023 Communitas Award for Leadership in Corporate Responsibility,~~small business that created jobs and the ~~Company~~redevelopment and revitalization of a former industrial site within a low-income neighborhood that helped attract new and retain existing businesses and residents.

Further details can be found in Berkshire's Sustainability Bond Report available on its website.

•Performance & Recognition: Berkshire maintained its top quartile ESG rating ~~performance.~~

performance and was named the recipient of the LGBT Corporate Ally Award from the Boston Business Journal.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For additional discussion about the Company’s Quantitative and Qualitative Aspects of Market Risk, please review Item 7A of the most recent report on Form 10-K which sets forth the methodologies employed by the Company and the various aspects of its analysis of its interest rate sensitivity.

Market risk represents the risk of loss to earnings, capital and the economic values of certain assets and liabilities resulting from changes in interest rates and equity prices. The only significant market risk exposure for the Company is Interest Rate Risk (“IRR”). This is a result of the Company’s core business activities of making loans and accepting deposits.

The effective management of IRR is essential to achieving the Company’s financial objectives. The Company’s goal is to support the net interest margin and net interest income over entire interest rate cycles regardless of changes in either short- or long-term interest rates. The Company manages IRR by using two primary risk measurement techniques: simulation of net interest income and simulation of economic value of equity. These two measurements are complementary and provide both short-term and long-term risk profiles of the Company.

Net Interest Income at Risk Simulation is used to measure the sensitivity of net interest income to changes in market rates over a period of time, such as 12 or 24 months. This simulation captures underlying product behaviors, such as asset and liability repricing dates, balloon dates, interest rate indices and spreads, rate caps and floors, as well as other behavioral attributes. The simulation of net interest income also requires a number of key assumptions such as: (i) future balance sheet volume and mix assumptions; (ii) prepayment projections for loans and securities; (iii) new business loan spreads; and (iv) deposit pricing assumptions. Combined, these assumptions can be inherently uncertain, and as a result, actual results may differ from simulation forecasts due to the timing, magnitude and frequency of interest rate changes, future business conditions, as well as unanticipated changes in management strategies.

The Company uses two sets of standard scenarios to measure net interest income at risk compared to a base case with a static balance sheet and interest rates. Parallel shock scenarios assume instantaneous parallel movements in the yield curve compared to a flat yield curve scenario. Yield curve twist scenarios assume the shape of the curve flattens or steepens instantaneously.

The following tables set forth the estimated percent change in the Company’s net interest income at risk over one-year simulation periods beginning ~~March 31,~~June 30, 2023 and December 31, 2022.

Estimated Percent Change in Net Interest Income
Parallel Interest Rate Shock (basis points) March 31, 2023 December 31, 2022
+200 1.6 1.8
100 0.8 0.8
-100 (1.3) (1.6)
-200 (3.8) (5.2)
Estimated Percent Change in Net Interest Income
Yield Curve Twist Interest Rate Shock
(basis points) March 31, 2023 December 31, 2022
Short End +100 — 0.1
Short End -100 (0.9) (1.3)
Long End +100 1.1 1.0
Long End -100 (1.2) (1.2)


	Estimated Percent Change in Net Interest Income
Parallel Interest Rate Shock (basis points)	June 30, 2023	December 31, 2022
+200	(0.3)%	1.8%
+100	(0.3)	0.8
-100	(0.5)	(1.6)
-200	(2.5)	(5.2)
	Estimated Percent Change in Net Interest Income
Yield Curve Twist Interest Rate Shock (basis points)	June 30, 2023	December 31, 2022
Short End +100	(0.8)%	0.1%
Short End -100	(0.3)	(1.3)
Long End +100	0.7	1.0
Long End -100	(0.9)	(1.2)

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The net interest income at risk simulation results indicate that ~~at both March 31, 2023 and December 31, 2022,~~ the ~~Company~~Company’s interest rate risk was essentially neutral for the modeled scenarios as of June 30, 2023. This was a change from a modestly asset sensitive ~~to parallel shock rate changes over the twelve-month forecast horizon (i.e. net interest income will increase if market rates rise).Falling rate exposure~~profile under these scenarios as of December 31, 2022. Asset sensitivity declined due to ~~upward pressure on~~continued growth of the residential mortgage portfolio, and further deposit ~~costs, which provide relief~~mix shift towards interest-bearing. Exposure to lower market interest rates decreased due to ~~a decline~~less flooring on non-maturity deposits in ~~interest expense (i.e., less flooring).~~The benefit to up shocks decreased slightly driven by short FHLB maturities; significant FHLB repricing occurs with instantaneous shock scenarios, which increases interest expense. During the current quarter, there was no significant change in modeled ~~interest rate risk shown above in either the parallel shock or yield curve twist~~ scenarios.

Economic Value of Equity at Risk Simulation is conducted in tandem with net interest income simulations, to ascertain a longer-term view of the Company’s IRR position by capturing longer-term repricing risk and options risk embedded in the balance sheet. It measures the sensitivity of economic value of equity to changes in interest rates. Economic value of equity at risk simulation values only the current balance sheet. As with net interest income modeling, this simulation captures product characteristics such as loan resets, repricing terms, maturity dates, rate caps and floors. Key assumptions include loan prepayment speeds, deposit pricing elasticity and non-maturity deposit attrition rates. These assumptions can have significant impacts on valuation results as the assumptions remain in effect for the entire life of each asset and liability. All key assumptions are subject to periodic review.

Base case economic value of equity at risk is calculated by estimating the net present value of all future cash flows from existing assets and liabilities using current interest rates. The current spot interest rate curve is shocked up and down to generate new interest rate curves for parallel rate shock scenarios. These new curves are then used to recalculate economic value of equity at risk for these rate shock scenarios.

The following table sets forth the estimated percent change in the Company’s economic value of equity at risk, assuming various instantaneous parallel shocks in interest rates.


		Estimated Percent Change in Economic Value of Equity			Estimated Percent Change in Economic Value of Equity
Parallel Shock Rate Change (basis points)	Parallel Shock Rate Change (basis points)	March 31, 2023	December 31, 2022	Parallel Shock Rate Change (basis points)	June 30, 2023	December 31, 2022
+200	+200	(1.9)	—	+200	(3.1)%	—%
100		(0.9)	—
+100				+100	(1.5)	—
-100	-100	(0.3)	(1.5)	-100	0.4	(1.5)
-200	-200	(2.9)	(5.4)	-200	(1.0)	(5.4)

The Company’s economic value of equity at risk profile indicates that at ~~both March 31,~~June 30, 2023 ~~and December 31, 2022,~~ the ~~Company’s~~ economic value of equity was ~~modestly negatively sensitive~~close to neutral in ~~rising or falling environments.EVE Sensitivity to~~ the ~~+200bps~~modeled scenarios. Exposure in the +200 basis point shock scenario has increased from ~~prior quarter~~December 31,2022 due primarily to ~~(1.9%), primarily driven by longer duration due to extension of~~an increase in residential ~~assets.~~mortgage loans.

Management utilizes both interest rate measures in the normal course of measuring and managing IRR and believes that each measure is valuable in understanding the Company’s IRR position.

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ITEM 4. CONTROLS AND PROCEDURES

a) Disclosure controls and procedures.

The principal executive officers, including the principal financial officer, based on their evaluation of disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q, have concluded that the Company’s disclosure controls and procedures were effective.

b) Changes in internal control over financial reporting.

There were no changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS

As of ~~March 31,~~June 30, 2023, neither the Company nor the Bank was involved in any pending legal proceedings believed by management to be material to the Company’s financial condition or results of operations. Periodically, there have been various claims and lawsuits involving the Bank, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans, and other issues incident to the Bank’s business. A summary of certain legal matters involving unsettled litigation or pertaining to pending transactions are as follows:

On February 4, 2020, the Bank filed a complaint in the New York State Supreme Court for the County of Albany against Pioneer Bank (“Pioneer”) seeking damages of approximately $16.0 million. The complaint alleges that Pioneer is liable to the Bank for a credit loss of approximately $16.0 million suffered by the Bank in the third quarter of 2019 as a result of Pioneer’s breaches of a series of loan participation agreements executed in 2017, 2018 and 2019 in which it served as the lead bank, as well as constructive fraud, fraudulent concealment and/or negligent misrepresentation. Pioneer filed a motion to dismiss aspects of the Bank’s complaint, which motion was allowed in part by the court to dismiss the Bank’s negligent misrepresentation claim, and denied in part by the court to allow all other claims by the Bank to proceed. The Company wrote down the underlying credit loss in its entirety in the third quarter of 2019, but recognized a partial recovery of $1.7 million early in the second quarter of 2020. The Company has not accrued for any additional anticipated recovery at this time. Extensive discovery has taken place in this action. On November 30, 2022, the Bank filed an amended complaint in its action against Pioneer setting forth more detailed allegations of Pioneer’s breaches of the loan participation agreements and stating additional claims for fraudulent inducement to cause Berkshire to join the loan participation agreements, constructive fraud and fraudulent concealment. On January 30, 2023, as part of its response to the Bank’s amended complaint, Pioneer filed a counterclaim against the Bank alleging (i) certain breaches by the Bank of the 2019 loan participation agreement stemming from actions that the Bank took to protect its interests after it learned of the facts and circumstances that caused the underlying credit loss, and (ii) that as a result of accepting the partial recovery of approximately $1.7 million in Q2 2020 the Bank should be deemed to have ratified the 2019 loan participation agreement and mooted its claims against Pioneer. Further discovery is now ongoing.

On or about August 10, 2020, a former employee of the Bank’s subsidiary First Choice Loan Services Inc. (“FCLS”) filed a complaint in the Court of Common Pleas, Bucks County Pennsylvania against FCLS and two of its former senior corporate officers generally alleging wrongful termination as a result of purported whistleblower retaliation and other violations of New Jersey state employment law. The complaint also purports to name the Bank and the Company as additional defendants, even though neither entity ever employed, paid wages to or contracted with the plaintiff. On November 16, 2020, the plaintiff filed a First Amended Complaint reiterating the same claims against the same defendants. The Company's liability insurer has provided outside litigation counsel to defend the Company and the Bank in this matter, as well as FCLS and its former senior corporate officers. On December 7, 2020, defense counsel filed Preliminary Objections on behalf of the Company, the Bank, FCLS and FCLS’s former senior corporate officers denying the plaintiff’s claims and seeking dismissal of the case and an order that the plaintiff’s claims must proceed through arbitration in accordance with contractual obligations set forth in plaintiff’s previous employment agreement with FCLS. On June 30, 2021, the court dismissed the plaintiff’s complaint without prejudice in support of FCLS’s petition to compel arbitration. The parties have mutually agreed on an arbitrator to hear the case and are preparing for arbitration proceedings that are expected to occur in the second half of 2023. Discovery is currently ongoing among the parties.

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ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider information regarding the Company’s risk factors ~~discussed herein and~~as set forth in Part ~~I, “Item 1A. Risk~~1, Item 1A “Risk Factors” in ~~our most recent~~the Company’s Annual Report on Form 10-K ~~which could materially affect the Company's business, financial condition, or future operating results. The risks described~~for fiscal year ended December 31, 2022, and Part II, Item 1A “Risk Factors” in ~~this report and in the Annual Report~~our subsequent Quarterly Reports on Form ~~10-K are not~~10-Q, each as filed with the ~~only risks presently facing the Company.~~Securities and Exchange Commission. Additional risks and uncertainties not currently known to the Company, or currently deemed to be immaterial, also may materially adversely affect the Company's business, financial condition, and/or operating results. ~~There have been no material changes in risk factors from those identified in the Form 10-K other than as set forth below.~~

Our stock price may be negatively impacted by unrelated bank failures and negative depositor confidence in depository institutions. Systemic impacts may have a material adverse effect on our financial condition and results of operations.

On March 9, 2023, Silvergate Bank, La Jolla, California, announced its decision to voluntarily liquidate its assets and wind down operations. On March 10, 2023, Silicon Valley Bank, Santa Clara, California, was closed by the California Department of Financial Protection and Innovation. On March 12, 2023, Signature Bank, New York, New York, was closed by the New York State Department of Financial Services, and on May 1, 2023, First Republic Bank, San Francisco, California, was closed by the California Department of Financial Protection and Innovation. These banks also had elevated levels of uninsured deposits, which may be less likely to remain at the bank over time and less stable as a source of funding than insured deposits. These failures led to volatility and declines in the market for bank stocks and questions about depositor confidence in depository institutions.

These events have led to a greater focus by institutions, investors and regulators on the on-balance sheet liquidity of and funding sources for financial institutions, the composition of its deposits, including the amount of uninsured deposits, the amount of accumulated other comprehensive loss, capital levels and interest rate risk management. Impacts on our liquidity, deposits, capital levels and interest rate risk may have a material adverse effect on our financial condition and results of operations.

The premiums of the FDIC’s deposit insurance program are expected to increase, and banking regulators have signaled further review of regulatory requirements and the potential for changes to laws or regulations governing banks and bank holding companies. Changes resulting from these events could include increased regulatory oversight, higher capital requirements or changes in the way regulatory capital is calculated, and the impositions of additional restrictions through regulatory changes or supervisory or enforcement activities, each of which could have a material impact on our business.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, ~~AND~~ USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) Recent Sales of Unregistered Securities

The Company occasionally engages in the practice of transferring unregistered securities for the purpose of completing business transactions. These shares are issued to vendors or other organizations as consideration for services performed in accordance with each contract. During the three months ended ~~March 31,~~June 30, 2023 and 2022 there were no shares transferred.

(b) Not applicable.

(c) The following table provides certain information with regard to shares repurchased by the Company in the ~~first~~second quarter of 2023:

Total number of Average price Total number of shares
purchased as part of
publicly announced Maximum number of
shares that may yet
be purchased under
Period shares purchased paid per share plans or programs the plans or programs
January 1-31, 2023 — $ — — 1,995,211
February 1-28, 2023 — — — 1,995,211
March 1-31, 2023 47,275 25.17 47,275 1,947,936
Total 47,275 $ 25.17 47,275 1,947,936


	Total number of	Average price		Total number of shares purchased as part of publicly announced	Maximum number of shares that may yet be purchased under
Period	shares purchased	paid per share		plans or programs	the plans or programs
April 1-30, 2023	208,563	$	22.42	208,563	2,156,125
May 1-31, 2023	317,562	20.24		317,562	1,838,563
June 1-30, 2023	54,605	21.68		54,605	1,783,958
Total	580,730	$	21.16	580,730	1,783,958

On January 25, 2023, the Company announced that its Board of Directors approved a stock repurchase program

pursuant to which the Company is authorized to repurchase shares of Company common stock at a total cost of up

to $50 million through December 31, 2023. The maximum number of shares that may be purchased under this program has been estimated based on the ~~March 31,~~June 30, 2023 closing price per share of Company common stock of ~~$25.06.~~$20.73.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None.~~During the three months ended June 30, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.

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ITEM 6. EXHIBITS


3.1						Amended and Restated Certificate of Incorporation of Berkshire Hills Bancorp, Inc.(1)
3.2						Amended and Restated Bylaws of Berkshire Hills Bancorp, Inc. (2)
4.1						Form of Common Stock Certificate of Berkshire Hills Bancorp, Inc. (3)
4.2						Certificate of Designations of Series B Non-Voting Preferred Stock of Berkshire Hills Bancorp, Inc. (4)
31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101						The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~June 30, 2023, formatted in Inline XBRL: (i) the Consolidated Statements of Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements tagged as blocks of text and including detailed tags.
104						The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~June 30, 2023, formatted in Inline XBRL.

(1) Incorporated herein by reference from the Exhibits to the Form 10-Q as filed on August 9, 2018.

(2) Incorporated herein by reference from the Exhibits to the Form 8-K as filed on June 26, 2017.

(3) Incorporated herein by reference from the Exhibits to the Form S-1, Registration Statement and amendments thereto, initially filed on March 10, 2000, Registration No. 333-32146.

(4) Incorporated herein by reference from the Exhibits to the Form 8-K as filed on October 16, 2017.

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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 thereunto duly authorized.


	BERKSHIRE HILLS BANCORP, INC.


Dated: ~~May 10,~~August 9, 2023	By:	/s/ Nitin J. Mhatre
	Nitin J. Mhatre
	President and Chief Executive Officer


Dated: ~~May 10,~~August 9, 2023	By:	/s/ R. David Rosato
	R. David Rosato
	Senior Executive Vice President and Chief Financial Officer

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PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	7279
Item 1A.	Risk Factors	7380
Item 2.	Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds and Issuer Purchases of Equity Securities	7481
Item 3.	Defaults Upon Senior Securities	7481
Item 4.	Mine Safety Disclosures	7481
Item 5.	Other Information	7481
Item 6.	Exhibits	7582
Signatures		7683