EX-99.1

EX-99.1 2 d810989dex991.htm EX-99.1 EX-99.1

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Exhibit 99.1

Contact:

Paul Nungester

EVP and CFO 419.785.8700

PNungester@yourpremierbank.com

FOR IMMEDIATE RELEASE

PREMIER FINANCIAL CORP. ANNOUNCES SECOND QUARTER 2024 RESULTS

AND STRATEGIC MERGER WITH WESBANCO, INC.

DEFIANCE, OHIO (July 26, 2024) – Premier Financial Corp. (Nasdaq: PFC) (“Premier” or the “Company”) announced today 2024 second quarter results and the signing of a definitive merger agreement with Wesbanco, Inc. (Nasdaq: WSBC).

Strategic Merger

On July 26, 2024, PFC and WSBC announced the signing of a definitive merger agreement under which PFC will merge into WSBC in a stock-for-stock transaction. Under the terms of the merger agreement, shareholders of PFC will receive 0.80 shares of WSBC common stock for each share of PFC common stock. Premier Bank, a wholly owned subsidiary of PFC, will merge into Wesbanco Bank, Inc., a wholly owned subsidiary of WSBC. Based upon a closing price for WSBC as of July 25, 2024 of $34.28, the transaction is valued at approximately $987 million, or $27.42 per common share of PFC. Upon closing, PFC shareholders will own approximately 30% of the combined company. The transaction is expected to close in the first quarter of 2025, subject to the approval of shareholders of both PFC and WSBC and regulatory approvals, as well as satisfaction or waiver of other customary closing conditions. Additional information can be found in the press release announcing the merger dated July 26, 2024.

Quarterly results

Net income for the second quarter of 2024 was $16.2 million, or $0.45 per diluted common share, compared to income of $48.4 million, or $1.35 per diluted common share, for the second quarter of 2023. Second quarter 2023 results included the impact of the disposition of the Company’s insurance agency, First Insurance Group (“FIG”), for a net gain on sale after transaction costs of $32.6 million pre-tax or $0.67 per diluted common share after-tax. Excluding the impact of this transaction, second quarter 2023 earnings were $24.2 million or $0.68 per diluted common share.

Net interest income and margin

Net interest income of $49.3 million on a tax equivalent (“TE”) basis in the second quarter of 2024 was down 0.7% from $49.6 million in the first quarter of 2024 and down 8.8% from $54.1 million in the second quarter of 2023. The TE net interest margin of 2.46% in the second quarter of 2024 decreased four basis points from 2.50% in the first quarter of 2024 and 26 basis points from 2.72% in the second quarter of 2023. These results are primarily impacted by changes in deposit balances/costs and loan balances/yields.

Total deposits decreased $4.8 million during the second quarter of 2024 from the first quarter of 2024 due to an $18.7 million decrease in customer deposits offset partly by an increase of $13.9 million in brokered deposits. Total average interest-bearing deposit costs increased nine basis points to 3.10% during the second quarter of 2024 from the first quarter of 2024. This increase was primarily due to new customer acquisitions and the migration of customers from non-interest-bearing deposits into interest-bearing deposits, including higher cost time deposits, as customers continue to seek better yields. Total average customer deposit costs including non-interest bearing and excluding brokered deposits and acquisition marks were 2.33% during the month of June, representing a cumulative beta of 41% compared to the change in the monthly average effective Federal Funds rate that increased 525 basis points to 5.33% since December 2021, as reported by the Federal Reserve Economic Data. Beginning in March 2024 and through June 2024, management implemented rate reductions in certain higher-cost deposit tiers. The benefit of those actions began to be realized in June 2024 as the 2.33% average cost noted above was a decline of two basis points from the prior month.

Total loans including held-for-sale decreased $10.5 million, during the second quarter of 2024, primarily due to a $14.7 million decrease in residential loans including held-for-sale. Total average loan yields increased seven basis points to 5.26% for the second quarter of 2024. This increase was primarily due to origination of higher yielding loans and payoffs of lower yielding loans. Total average loan yields excluding PPP, balance sheet hedges and acquisition marks were 5.36% during the month of June (up seven basis points from 5.29% in March), representing a cumulative beta of 31% compared to the change in the monthly average effective Federal Funds rate for the same period.

Non-interest income

Total non-interest income in the second quarter of 2024 of $12.1 million was down 3.3% from $12.5 million in the first quarter of 2024, and down 6.5% from $12.9 million in the second quarter of 2023, excluding insurance commissions and the gain on sale of insurance agency, primarily due to fluctuations in mortgage banking income. Mortgage banking income decreased $0.3 million on a linked quarter basis and $0.9 million from second quarter 2023, primarily as a result of fluctuations in gain on sale margins and MSR valuation adjustments.

Security losses were $176 thousand in the second quarter of 2024, compared to losses of $37 thousand in the first quarter of 2024 and gains of $64 thousand in the second quarter of 2023, primarily due to valuation changes on equity securities. Service fees in the second quarter of 2024 were $7.0 million, an 8.4% increase from $6.5 million in the first quarter of 2024, but a 2.5% decrease from $7.2 million in the second quarter of 2023. This change was primarily due to fluctuations in loan fees, including commercial customer swap activity. Due to the insurance agency sale on June 30, 2023, there were no insurance commissions in the second quarter of 2024, compared to $4.1 million in the second

quarter of 2023. Wealth management income of $1.8 million in the second quarter of 2024 was up slightly from $1.7 million in the first quarter of 2024 and 19.8% higher than $1.5 million in the second quarter of 2023. BOLI income of $1.2 million in the second quarter of 2024 included no claim gains, compared to $1.7 million in the first quarter of 2024, including $0.5 million of claim gains, and $1.0 million in the second quarter of 2023 with no claim gains.

Non-interest expenses

Non-interest expenses excluding transaction costs in the second quarter of 2024 were $38.2 million, a 4.4% decrease from $39.9 million in the first quarter of 2024, and a 6.6% decrease from $40.8 million in the second quarter of 2023, excluding transaction costs for the insurance agency sale. Compensation and benefits were $21.4 million in the second quarter of 2024, compared to $23.4 million in the first quarter of 2024 and $24.2 million in the second quarter of 2023. The linked quarter decrease was primarily due to lower staffing and items that occur annually in the first quarter. The year-over-year decrease was primarily due to the insurance agency sale, partially offset by costs related to higher staffing levels and higher base compensation, including 2024 annual merit adjustments. Data processing costs were $5.1 million in the second quarter of 2024, compared to $4.7 million in the first quarter of 2024 and $3.6 million in the second quarter of 2023, with the year-over-year increase primarily due to the new digital platform launched in October 2023. All other non-interest expenses decreased a net $0.1 million on a linked quarter basis due to cost saving initiatives and decreased a net $1.3 million from second quarter 2023 due to the insurance agency sale and cost saving initiatives. The core efficiency ratio for the second quarter of 2024 was 62.0% compared to 64.2% in the first quarter of 2024 and 57.5% in the second quarter of 2023. The ratio of core non-interest expenses to average assets improved to 1.78% for the second quarter of 2024 from 1.87% for the first quarter of 2024 and from 1.91% for the second quarter of 2023.

Credit quality

Non-performing assets totaled $64.6 million, or 0.74% of assets, at June 30, 2024, an increase from $39.3 million at March 31, 2024, and from $37.6 million at June 30, 2023. The increase was primarily due to one large commercial credit that was previously reported in classified loans. Loan delinquencies increased to $24.6 million, or 0.36% of loans, at June 30, 2024, from $18.3 million at March 31, 2024, and from $19.0 million at June 30, 2023. Criticized loans totaled $207.8 million, or 3.04% of loans, as of June 30, 2024, an increase from $191.5 million at March 31, 2024, and from $121.2 million at June 30, 2023.

The 2024 second quarter results include net charge-offs of $2.6 million and a total provision expense of $2.9 million, compared with net loan recoveries of $0.2 million and a total provision expense of $0.5 million for the same period in 2023. The change in provision is primarily due to higher charge-offs. The allowance for credit losses as a percentage of total loans was 1.16% at June 30, 2024, compared with 1.15% at March 31, 2024, and 1.13% at June 30, 2023.

Year to date results

Net income for the first half of 2024 was $34.0 million, or $0.95 per diluted common share, compared to income of $66.5 million, or $1.86 per diluted common share for the first half of 2023. First half

2023 results included the impact of the insurance agency sale for a net gain on sale after transaction costs of $32.6 million pre-tax or $0.67 per diluted common share after-tax. Excluding the impact of this item, first half 2023 earnings were income of $42.4 million or $1.19 per diluted common share.

Net interest income of $98.9 million on a TE basis for the first half of 2024 was down 10.4% from $110.4 million in the first half of 2023. The TE net interest margin of 2.48% in the first half of 2024 decreased 33 basis points from 2.81% in the first half of 2023. These results are positively impacted by the combination of loan growth and higher loan yields, which were 5.23% for the first half of 2024 compared to 4.76% in the first half of 2023. These results are negatively impacted by increase in the cost of funds in the first half of 2024 of 2.56%, up 84 basis points from the first half of 2023. The year-over-year increase is largely due to increasing costs of customer deposits and higher utilization of FHLB borrowings.

Total non-interest income in the first half of 2024 of $24.6 million was up 19.0% from $20.7 million in the first half of 2023, excluding insurance commissions and the gain on the sale of the insurance agency. Mortgage banking income increased $1.7 million year-over-year primarily as a result of a $1.3 million increase in gains due to better margins.

Security losses were $0.2 million in the first half of 2024 compared to $1.3 million in the first half of 2023, primarily due to valuations on equity securities. The company also sold $21 million of AFS securities for a $27 thousand gain with average yields less than FHLB borrowing rates during the first half of 2023. Service fees in the first half of 2024 were $13.5 million, a 1.1% decrease from $13.6 million in the first half of 2023, primarily due to fluctuations in loan fees including commercial customer swap activity and consumer activity for interchange and ATM/NSF charges. Due to the insurance agency sale on June 30, 2023, there were no insurance commissions in the first half of 2024, compared to $8.9 million in the first half of 2023. Wealth management income of $3.6 million in the first half of 2024 was up 17.7% from $3.0 million in the first half of 2023. BOLI income of $2.9 million in the first half of 2024 included $0.5 million of claim gains, compared to $2.4 million in the first half of 2023, including $0.4 million of claim gains.

Non-interest expenses excluding transaction costs in the first half of 2024 were $78.1 million, a 6.7% decrease from $83.6 million in the first half of 2023. Compensation and benefits were $44.7 million in the first half of 2024, compared to $49.8 million in the first half of 2023. The year-over-year decrease was primarily due to the insurance agency sale, partially offset by costs related to higher staffing levels and higher base compensation, including 2024 annual merit adjustments. FDIC premiums decreased $0.8 million on a year-over-year basis primarily due to lower rates. Data processing costs were $9.7 million in the first half of 2024, compared to $7.5 million in the first half of 2023, with the year-over-year increase primarily due to the new digital platform launched in October 2023. All other non-interest expenses decreased a net $1.9 million on a year-over-year basis due to the insurance agency sale and cost saving initiatives. The core efficiency ratio for the first half of 2024 of 63.1% increased from 59.2% in the first half of 2023 due to lower revenues partly offset by cost saving initiatives that began during the second quarter of 2023. The ratio of core non-interest expenses to average assets improved to 1.82% for the first half of 2024 from 1.98% for the first half of 2023.

The 2024 first half results include net loan charge-offs of $3.0 million and a total provision expense of $2.8 million, compared with net loan charge-offs of $2.2 million and a total provision expense of $4.2 million for the same period in 2023. The year-over-year change in provision expense is primarily due to a decrease in loans during the first half of 2024 compared to an increase in loans during the first half of 2023.

Total assets at $8.78 billion

Total assets at June 30, 2024, were $8.78 billion, compared to $8.63 billion at March 31, 2024, and $8.62 billion at June 30, 2023. Loans receivable were $6.68 billion at June 30, 2024, compared to $6.69 billion at March 31, 2024, and $6.71 billion at June 30, 2023. Securities at June 30, 2024, were $1.09 billion, compared to $1.02 billion at March 31, 2024, and $0.97 billion at June 30, 2023. All securities are either AFS or trading and are reflected at fair value on the balance sheet. Also, at June 30, 2024, goodwill and other intangible assets totaled $305.9 million compared to $306.8 million at March 31, 2024, and $309.9 million at June 30, 2023, with the decreases due to amortization of intangibles.

Total non-brokered deposits at June 30, 2024, were $6.80 billion, compared with $6.81 billion at March 31, 2024, and $6.58 billion at June 30, 2023. Brokered deposits were $382.7 million at June 30, 2024, compared to $368.8 million at March 31, 2024 and $413.2 million at June 30, 2023. FHLB borrowings increased to $393.0 million at June 30, 2024, from $253.0 million at March 31, 2024, but decreased from $455.0 million at June 30, 2023. On June 28, 2024, $50 million of deposits were received late in the day and used to paydown FHLB borrowings on July 1, 2024.

Total stockholders’ equity was $979.1 million at June 30, 2024, compared to $974.3 million at March 31, 2024, and $937.0 million at June 30, 2023, with the increases primarily due to net earnings in excess of dividends. Excluding goodwill and intangibles, tangible equity was $673.3 million at June 30, 2024, an increase from $667.5 million at March 31, 2024, and from $627.1 million at June 30, 2023.

Regulatory ratios all improved during the second quarter of 2024, including CET1 of 11.91%, Tier 1 of 12.41% and Total Capital of 14.25%. All of these ratios also exceed well-capitalized guidelines pro forma for including accumulated other comprehensive income (“AOCI”), including CET1 of 9.61%, Tier 1 of 10.10% and Total Capital of 11.95%.

Dividend to be paid August 16

The Board of Directors declared a quarterly cash dividend of $0.31 per common share payable August 16, 2024, to shareholders of record at the close of business on August 9, 2024. The dividend represents an annual dividend yield of 4.9% percent based on the Premier common stock closing price on July 25, 2024. Premier has approximately 35,839,000 common shares outstanding.

Conference call canceled

Premier will no longer host its previously planned conference call at 10:00 a.m. ET on Wednesday, July 31, 2024.

About Premier Financial Corp.

Premier Financial Corp. (Nasdaq: PFC), headquartered in Defiance, Ohio, is the holding company for Premier Bank. Premier Bank, headquartered in Youngstown, Ohio, operates 73 branches and 9 loan offices in Ohio, Michigan, Indiana and Pennsylvania and also serves clients through a team of wealth professionals dedicated to each community banking branch. For more information, visit the company’s website at PremierFinCorp.com.

Financial Statements and Highlights Follow-

Safe Harbor Statement

This document may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These statements may include, but are not limited to, statements regarding projections, forecasts, goals and plans of Premier Financial Corp. (“Premier”) and its management, and include statements related to the expected timing, completion and benefits of the proposed merger with WesBanco, Inc. (“WesBanco”) (the ‘Merger”), future movements of interest rates, loan or deposit production levels, future credit quality ratios, future strength in the market area, and growth projections. These statements do not describe historical or current facts and may be identified by words such as “intend,” “intent,” “believe,” “expect,” “estimate,” “target,” “plan,” “anticipate,” or similar words or phrases, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “may,” “can,” or similar verbs. There can be no assurances that the forward-looking statements included in this document will prove to be accurate. In light of the significant uncertainties in the forward-looking statements, the inclusion of such information should not be regarded as a representation by Premier or any other persons, that our objectives and plans will be achieved, including with respect to the Merger. Forward-looking statements involve numerous risks and uncertainties, any one or more of which could affect Premier’s business and financial results in future periods and could cause actual results to differ materially from plans and projections. Factors that could cause or contribute to such differences include, but are not limited to, (1) the businesses of Premier and WesBanco may not be integrated successfully or such integration may take longer to accomplish than expected, (2) the expected cost savings and any revenue synergies from the proposed Merger may not be fully realized within the expected timeframes, (3) disruption from the proposed Merger may make it more difficult to maintain relationships with customers, associates, or suppliers, (4) the required governmental approvals of the proposed Merger may not be obtained on the expected terms and schedule, (5) Premier’s shareholders and/or WesBanco’s shareholders may not approve the proposed Merger and the merger agreement, and WesBanco’s shareholders may not approve the issuance of shares of WesBanco common stock in the proposed Merger. Further information regarding additional factors that could affect the forward-looking statements can be found in the cautionary language included under the headings “Cautionary Note Regarding Forward-Looking Statements” (in the case of Premier), “Forward-Looking Statements” (in the case of WesBanco), and “Risk Factors” in Premier’s and WesBanco’s Annual Reports on Form 10-K for the year ended December 31, 2023, and other documents subsequently filed by Premier and WesBanco with the SEC. These risks and uncertainties include other risks and uncertainties detailed from time to time in our Securities and Exchange Commission (SEC) filings, including our Annual Report on Form 10-K for the year ended December 31, 2023 and any further amendments thereto. All forward-looking statements made in this document are based on information presently available to the management of Premier and speak only as of the date on which they are made. We assume no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law. As required by U.S. GAAP, Premier will evaluate the impact of subsequent events through the issuance date of its June 30, 2024, consolidated financial statements as part of its Quarterly Report on Form 10-Q to be filed with the SEC, including with respect to the Merger. Accordingly, subsequent events could occur that may cause Premier to update its critical accounting estimates and to revise its financial information from that which is contained in this news release.

Non-GAAP Reporting Measures

We believe that net income, as defined by U.S. GAAP, is the most appropriate earnings measurement. However, we consider core net interest income, core net income and core pre-tax pre-provision income to be useful supplemental measures of our operating performance. We define core net interest income as net interest income on a tax-equivalent basis excluding income from PPP loans and purchase accounting marks accretion. We define core net income as net income excluding the after-tax impacts of the insurance agency gain on sale and transaction costs. We define core pre-tax pre-provision income as pre-tax pre-provision income excluding the pre-tax impact of the insurance agency gain on sale and transaction costs. We believe that these metrics are useful supplemental measures of operating performance because investors and equity analysts may use these measures to compare the operating performance of the Company between periods or as compared to other financial institutions or other companies on a consistent basis without having to account for income from PPP loans, purchase accounting marks accretion, or the insurance agency sale. Our supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity and debt analysts and ratings agencies in the valuation, comparison, rating and investment recommendations of companies. Our management uses these financial measures to facilitate internal and external comparisons to historical operating results and in making operating decisions. Additionally, they are utilized by the Board of Directors to evaluate management. The supplemental reporting measures do not represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity. Finally, the supplemental reporting measures, as defined by us, may not be comparable to similarly entitled items reported by other financial institutions or other companies. Please see the exhibits for reconciliations of our non-GAAP reporting measures.

Subsequent Event

As announced and further described in a separate press release jointly issued by Premier and WesBanco, Inc. today, Premier and WesBanco have entered into a merger agreement.

Consolidated Balance Sheets (Unaudited)

Premier Financial Corp.


	June 30,			March 31,			December 31,			September 30,			June 30,
(in thousands)	2024			2024			2023			2023			2023
*Assets*
Cash and cash equivalents
Cash and amounts due from depositories	$	72,053		$	57,956		$	81,973		$	70,642		$	71,096
Interest-bearing deposits		83,598			31,725			32,783			46,855			50,631

		155,651			89,681			114,756			117,497			121,727

Available-for-sale, carried at fair value		1,081,120			1,014,433			946,708			911,184			961,123
Equity securities, carried at fair value		5,559			5,736			5,773			5,860			6,458

Securities investments		1,086,679			1,020,169			952,481			917,044			967,581

Loans (1)		6,682,138			6,693,745			6,739,387			6,696,869			6,708,568
Allowance for credit losses - loans		(77,222	)		(76,679	)		(76,512	)		(76,513	)		(75,921	)

Loans, net		6,604,916			6,617,066			6,662,875			6,620,356			6,632,647
Loans held for sale		138,604			137,523			145,641			135,218			128,079
Mortgage servicing rights		18,140			18,628			18,696			19,642			20,160
Accrued interest receivable		35,334			34,795			33,446			34,648			30,056
Federal Home Loan Bank stock		32,189			26,075			21,760			25,049			39,887
Bank Owned Life Insurance		183,409			182,203			181,544			172,906			171,856
Office properties and equipment		55,073			57,231			56,878			55,679			55,736
Real estate and other assets held for sale		394			255			243			387			561
Goodwill		295,602			295,602			295,602			295,602			295,602
Core deposit and other intangibles		10,250			11,196			12,186			13,220			14,298
Other assets		162,452			140,630			129,841			155,628			138,021

*Total Assets*	$	8,778,693		$	8,631,054		$	8,625,949		$	8,562,876		$	8,616,211

*Liabilities and Stockholders’ Equity*
Non-interest-bearing deposits	$	1,438,764		$	1,467,161		$	1,591,979		$	1,545,595		$	1,573,837
Interest-bearing deposits		5,357,112			5,347,444			5,209,123			5,127,863			5,007,358
Brokered deposits		382,678			368,782			341,944			392,181			413,237

Total deposits		7,178,554			7,183,387			7,143,046			7,065,639			6,994,432
Advances from FHLB		393,000			253,000			280,000			339,000			455,000
Subordinated debentures		85,292			85,261			85,229			85,197			85,166
Advance payments by borrowers		13,391			16,861			23,277			22,781			26,045
Reserve for credit losses - unfunded commitments		3,343			3,614			4,307			4,690			5,708
Other liabilities		125,984			114,590			114,463			126,002			112,889

*Total Liabilities*		7,799,564			7,656,713			7,650,322			7,643,309			7,679,240
Stockholders’ Equity
Preferred stock		—			—			—			—			—
Common stock, net		306			306			306			306			306
Additional paid-in-capital		689,743			689,468			690,585			690,038			689,579
Accumulated other comprehensive income (loss)		(163,038	)		(162,081	)		(153,719	)		(200,282	)		(168,721	)


Retained earnings		581,715			576,648			569,937			560,945			547,336
Treasury stock, at cost		(129,597	)		(130,000	)		(131,482	)		(131,440	)		(131,529	)

Total Stockholders’ Equity		979,129			974,341			975,627			919,567			936,971

*Total Liabilities and Stockholders’ Equity*	$	8,778,693		$	8,631,054		$	8,625,949		$	8,562,876		$	8,616,211

(1) Includes PPP loans of:	$	369		$	417		$	469		$	526		$	577

Consolidated Statements of Income (Unaudited)

Premier Financial Corp.


	Three Months Ended															Six Months Ended
(in thousands, except per share amounts)	6/30/24			3/31/24			12/31/23			9/30/23			6/30/23			6/30/24			6/30/23
Interest Income:
Loans	$	88,560		$	87,597		$	87,924		$	86,612		$	81,616		$	176,156		$	157,674
Investment securities		8,666			7,602			7,013			6,943			6,997			16,268			14,257
Interest-bearing deposits		638			609			740			652			641			1,247			1,085
FHLB stock dividends		606			534			621			690			905			1,141			1,299

Total interest income		98,470			96,342			96,298			94,897			90,159			194,812			174,315
Interest Expense:
Deposits		43,927			42,567			39,250			34,874			26,825			86,494			48,283
FHLB advances		4,159			3,039			3,328			4,597			8,217			7,198			13,554
Subordinated debentures		1,159			1,162			1,169			1,162			1,125			2,321			2,199
Notes Payable		—			—			—			—			—			—			—

Total interest expense		49,245			46,768			43,747			40,633			36,167			96,013			64,036

Net interest income		49,225			49,574			52,551			54,264			53,992			98,799			110,279
Provision (benefit) for credit losses - loans		3,173			560			2,143			245			1,410			3,733			5,354
Provision (benefit) for credit losses - unfunded commitments		(271	)		(693	)		(382	)		(1,018	)		(870	)		(964	)		(1,108	)

Total provision (benefit) for credit losses		2,902			(133	)		1,761			(773	)		540			2,769			4,246

Net interest income after provision		46,323			49,707			50,790			55,037			53,452			96,030			106,033
Non-interest Income:
Service fees and other charges		7,008			6,467			6,761			6,947			7,190			13,475			13,618
Mortgage banking income		2,047			2,350			802			3,274			2,940			4,396			2,666
Gain (loss) on sale of non-mortgage loans		—			67			94			—			71			67			71
Gain (loss) on sale of available for sale securities		—			—			10			—			(7	)		—			27
Gain (loss) on equity securities		(176	)		(37	)		665			256			71			(213	)		(1,374	)
Gain on sale of insurance agency		—			—			—			—			36,296			—			36,296
Insurance commissions		—			—			—			—			4,131			—			8,856
Wealth management income		1,842			1,713			1,791			1,509			1,537			3,556			3,022
Income from Bank Owned Life Insurance		1,207			1,697			1,532			1,050			1,015			2,904			2,432
Other non-interest income		150			239			134			217			102			389			194

Total non-interest Income		12,078			12,496			11,789			13,253			53,346			24,574			65,808
Non-interest Expense:
Compensation and benefits		21,353			23,394			20,963			21,813			24,175			44,747			49,833
Occupancy		3,434			3,365			3,318			3,145			3,320			6,799			6,894
FDIC insurance premium		1,150			1,120			1,383			1,346			1,786			2,270			3,074
Financial institutions tax		980			1,035			761			989			961			2,015			1,813
Data processing		5,067			4,670			4,678			4,010			3,640			9,737			7,503
Amortization of intangibles		946			990			1,033			1,078			1,223			1,936			2,493
Other non-interest expense		5,228			5,326			5,757			5,671			5,738			10,554			12,024

Total non-interest operating expenses		38,158			39,900			37,893			38,052			40,843			78,058			83,634
Transaction costs		50			—			—			—			3,652			50			3,652

Total non-interest expenses		38,208			39,900			37,893			38,052			44,495			78,108			87,286

Income (loss) before income taxes		20,193			22,303			24,686			30,238			62,303			42,496			84,555


Income tax expense (benefit)		4,017		4,514		4,616		5,551		13,912		8,531		18,015

Net income (loss)	$	16,176	$	17,789	$	20,070	$	24,687	$	48,391	$	33,965	$	66,540

Earnings per common share:
Basic	$	0.45	$	0.50	$	0.56	$	0.69	$	1.35	$	0.95	$	1.86
Diluted	$	0.45	$	0.50	$	0.56	$	0.69	$	1.35	$	0.95	$	1.86
Average Shares Outstanding:
Basic		35,715		35,772		35,655		35,730		35,722		35,696		35,686
Diluted		35,793		35,771		35,772		35,794		35,800		35,789		35,750

Premier Financial Corp.

Selected Quarterly Information


	Three Months Ended															Six Months Ended
(dollars in thousands, except per share data)	6/30/24			3/31/24			12/31/23			9/30/23			6/30/23			6/30/24		6/30/23
*Summary of Operations*
Tax-equivalent interest income (1)	$	98,542		$	96,417		$	96,340		$	94,951		$	90,226		$	194,959	$	174,485
Interest expense		49,245			46,768			43,747			40,633			36,167			96,013		64,036
Tax-equivalent net interest income (1)		49,297			49,649			52,593			54,318			54,059			98,946		110,449
Provision expense for credit losses		2,902			(133	)		1,761			(773	)		540			2,769		4,246
Non-interest income (ex securities gains/losses)		12,254			12,533			11,114			12,997			53,282			24,787		67,155
Core non-interest income (ex securities gains/losses) (2)		12,254			12,533			11,114			12,997			16,986			24,787		30,859
Non-interest expense		38,208			39,900			37,893			38,052			44,495			78,108		87,286
Core non-interest expense (2)		38,158			39,900			37,893			38,052			40,843			78,058		83,634
Income tax expense (benefit)		4,017			4,514			4,616			5,551			13,912			8,531		18,015
Net income (loss)		16,176			17,789			20,070			24,687			48,391			33,965		66,540
Core net income (2)		16,215			17,789			20,070			24,687			24,230			34,004		42,379
Tax equivalent adjustment (1)		72			75			42			54			67			147		170
*At Period End*
Total assets	$	8,778,693		$	8,631,054		$	8,625,949		$	8,562,876		$	8,616,211
Goodwill and intangibles		305,852			306,798			307,788			308,822			309,900
Tangible assets (3)		8,472,841			8,324,256			8,318,161			8,254,054			8,306,311
Earning assets		7,945,986			7,832,558			7,815,540			7,744,522			7,818,825
Loans		6,682,138			6,693,745			6,739,387			6,696,869			6,708,568
Allowance for loan losses		77,222			76,679			76,512			76,513			75,921
Deposits		7,178,554			7,183,387			7,143,046			7,065,639			6,994,432
Stockholders’ equity		979,129			974,341			975,627			919,567			936,971
Stockholders’ equity / assets		11.15	%		11.29	%		11.31	%		10.74	%		10.87	%
Tangible equity (3)		673,277			667,543			667,839			610,745			627,071
Tangible equity / tangible assets		7.95	%		8.02	%		8.03	%		7.40	%		7.55	%
*Average Balances*
Total assets	$	8,646,024		$	8,591,947		$	8,536,193		$	8,582,219		$	8,597,786		$	8,618,985	$	8,515,898
Earning assets		8,016,157			7,956,887			7,936,648			7,969,363			7,951,520			7,986,522		7,871,629
Loans		6,730,698			6,745,823			6,754,782			6,763,232			6,714,240			6,738,261		6,625,155
Deposits and interest-bearing liabilities		7,533,717			7,476,431			7,447,324			7,486,595			7,538,674			7,505,073		7,462,732
Deposits		7,119,191			7,144,343			7,098,265			7,045,827			6,799,605			7,131,767		6,816,469
Stockholders’ equity		968,451			974,560			930,835			939,456			921,441			971,505		911,569


Goodwill and intangibles		306,303			307,226			308,243			309,330			334,862			306,765			335,636
Tangible equity (3)		662,148			667,334			622,592			630,126			586,579			664,740			575,933
*Per Common Share Data*
Earnings per share (“EPS”) - Basic	$	0.45		$	0.50		$	0.56		$	0.69		$	1.35		$	0.95		$	1.86
EPS - Diluted		0.45			0.50			0.56			0.69			1.35			0.95			1.86
EPS - Core diluted (2)		0.45			0.50			0.56			0.69			0.68			0.95			1.19
Dividends Paid		0.31			0.31			0.31			0.31			0.31			0.62			0.62
Market Value:
High	$	21.30		$	24.50		$	24.87		$	22.89		$	21.01		$	24.15		$	27.99
Low		18.72			18.68			15.79			15.70			13.60			18.72			13.60
Close		20.46			20.30			24.10			17.06			16.02			20.46			16.02
Common Book Value		27.32			27.20			27.31			25.74			26.23
Tangible Common Book Value (3)		18.79			18.64			18.69			17.09			17.55
Shares outstanding, end of period (000s)		35,840			35,817			35,730			35,731			35,727
*Performance Ratios (annualized)*
Tax-equivalent net interest margin (1)		2.46	%		2.50	%		2.65	%		2.73	%		2.72	%		2.48	%		2.81	%
Return on average assets		0.75	%		0.83	%		0.93	%		1.14	%		2.26	%		0.79	%		1.58	%
Core return on average assets (2)		0.75	%		0.83	%		0.93	%		1.14	%		1.13	%		0.79	%		1.00	%
Return on average equity		6.72	%		7.34	%		8.55	%		10.43	%		21.06	%		7.03	%		14.72	%
Core return on average equity (2)		6.73	%		7.34	%		8.55	%		10.43	%		10.55	%		7.04	%		9.38	%
Return on average tangible equity		9.83	%		10.72	%		12.79	%		15.54	%		33.09	%		10.28	%		23.30	%
Core return on average tangible equity (2)		9.85	%		10.72	%		12.79	%		15.54	%		16.57	%		10.29	%		14.84	%
Efficiency ratio (4)		62.08	%		64.17	%		59.48	%		56.53	%		41.45	%		63.13	%		49.15	%
Core efficiency ratio (2)		61.99	%		64.17	%		59.48	%		56.53	%		57.49	%		63.09	%		59.19	%
Non-interest expenses / average assets		1.78	%		1.87	%		1.76	%		1.76	%		2.08	%		1.82	%		2.07	%
Core non-interest expenses / average assets		1.78	%		1.87	%		1.76	%		1.76	%		1.91	%		1.82	%		1.98	%
Effective tax rate		19.89	%		20.24	%		18.70	%		18.36	%		22.33	%		20.07	%		21.31	%
Core effective tax rate		19.90	%		20.24	%		18.70	%		18.36	%		22.33	%		20.08	%		18.36	%
Common dividend payout ratio		68.89	%		62.00	%		55.36	%		44.93	%		22.96	%		65.26	%		33.33	%
Core common dividend payout ratio		68.89	%		62.00	%		55.36	%		44.93	%		22.96	%		65.26	%		52.10	%

(1)	Interest income on tax-exempt securities and loans has been adjusted to a tax-equivalent basis using the statutory federal income tax rate of 21%.

(2)	Core items exclude the impact of strategic merger and insurance agency disposition related items. See non-GAAP reconciliations.

(3)

Tangible assets = total assets less the sum of goodwill and core deposit and other intangibles. Tangible equity = total stockholders’ equity less the sum of goodwill, core deposit and other intangibles, and preferred stock. Tangible common book value = tangible equity divided by shares outstanding at the end of the period.

(4)	Efficiency ratio = Non-interest expense divided by sum of tax-equivalent net interest income plus non-interest income, excluding securities gains or losses, net.

Premier Financial Corp.

Yield Analysis


(dollars in thousands)	Three Months Ended															Six Months Ended
	6/30/24			3/31/24			12/31/23			9/30/23			6/30/23			6/30/24			6/30/23
*Average Balances*
Interest-earning assets:
Loans receivable (1)	$	6,730,698		$	6,745,823		$	6,754,782		$	6,763,232		$	6,714,240		$	6,738,261		$	6,625,155
Securities		1,221,006			1,152,346			1,121,231			1,137,730			1,155,451			1,186,676			1,172,809
Interest Bearing Deposits		37,226			34,924			36,761			38,210			36,730			36,075			35,898
FHLB stock		27,227			23,794			23,874			30,191			45,099			25,510			37,767

Total interest-earning assets		8,016,157			7,956,887			7,936,648			7,969,363			7,951,520			7,986,522			7,871,629
Non-interest-earning assets		629,867			635,060			599,545			612,856			646,266			632,463			644,269

Total assets	$	8,646,024		$	8,591,947		$	8,536,193		$	8,582,219		$	8,597,786		$	8,618,985		$	8,515,898

Deposits and Interest-bearing Liabilities:
Interest bearing deposits	$	5,669,033		$	5,650,823		$	5,541,498		$	5,490,945		$	5,195,727		$	5,659,928		$	5,137,442
FHLB advances and other		329,253			246,846			263,848			355,576			653,923			288,049			561,133
Subordinated debentures		85,273			85,242			85,211			85,179			85,146			85,257			85,130
Notes payable		—			—			—			13			—			—			—

Total interest-bearing liabilities		6,083,559			5,982,911			5,890,557			5,931,713			5,934,796			6,033,234			5,783,705
Non-interest bearing deposits		1,450,158			1,493,520			1,556,767			1,554,882			1,603,878			1,471,839			1,679,027

Total including non-interest-bearing deposits		7,533,717			7,476,431			7,447,324			7,486,595			7,538,674			7,505,073			7,462,732
Other non-interest-bearing liabilities		143,856			140,956			158,034			156,168			137,671			142,407			141,597

Total liabilities		7,677,573			7,617,387			7,605,358			7,642,763			7,676,345			7,647,480			7,604,329
Stockholders’ equity		968,451			974,560			930,835			939,456			921,441			971,505			911,569

Total liabilities and stockholders’ equity	$	8,646,024		$	8,591,947		$	8,536,193		$	8,582,219		$	8,597,786		$	8,618,985		$	8,515,898

IEAs/IBLs		132	%		133	%		135	%		134	%		134	%		132	%		136	%
*Interest Income/Expense*
Interest-earning assets:
Loans receivable (2)	$	88,567		$	87,603		$	87,929		$	86,618		$	81,622		$	176,169		$	157,684
Securities (2)		8,731			7,671			7,050			6,991			7,058			16,402			14,417
Interest Bearing Deposits		638			609			740			652			641			1,247			1,085
FHLB stock		606			534			621			690			905			1,141			1,299

Total interest-earning assets		98,542			96,417			96,340			94,951			90,226			194,959			174,485


Deposits and Interest-bearing Liabilities:
Interest bearing deposits	$	43,927		$	42,567		$	39,250		$	34,874		$	26,825		$	86,494		$	48,283
FHLB advances and other		4,159			3,039			3,328			4,597			8,217			7,198			13,554
Subordinated debentures		1,159			1,162			1,169			1,162			1,125			2,321			2,199
Notes payable		—			—			—			—			—			—			—

Total interest-bearing liabilities		49,245			46,768			43,747			40,633			36,167			96,013			64,036
Non-interest bearing deposits		—			—			—			—			—			—			—

Total including non-interest-bearing deposits		49,245			46,768			43,747			40,633			36,167			96,013			64,036

Net interest income	$	49,297		$	49,649		$	52,593		$	54,318		$	54,059		$	98,946		$	110,449

*Annualized Average Rates*
Interest-earning assets:
Loans receivable		5.26	%		5.19	%		5.21	%		5.12	%		4.86	%		5.23	%		4.76	%
Securities (3)		2.86	%		2.66	%		2.52	%		2.46	%		2.44	%		2.76	%		2.46	%
Interest Bearing Deposits		6.86	%		6.98	%		8.05	%		6.83	%		6.98	%		6.91	%		6.04	%
FHLB stock		8.90	%		8.98	%		10.40	%		9.14	%		8.03	%		8.95	%		6.88	%

Total interest-earning assets		4.92	%		4.85	%		4.86	%		4.77	%		4.54	%		4.88	%		4.43	%
Deposits and Interest-bearing Liabilities:
Interest bearing deposits		3.10	%		3.01	%		2.83	%		2.54	%		2.07	%		3.06	%		1.88	%
FHLB advances and other		5.05	%		4.92	%		5.05	%		5.17	%		5.03	%		5.00	%		4.83	%
Subordinated debentures		5.44	%		5.45	%		5.49	%		5.46	%		5.29	%		5.44	%		5.17	%
Notes payable		—			—			—			—			—			—			—

Total interest-bearing liabilities		3.24	%		3.13	%		2.97	%		2.74	%		2.44	%		3.18	%		2.21	%
Non-interest bearing deposits		—			—			—			—			—			—			—

Total including non-interest-bearing deposits		2.61	%		2.50	%		2.35	%		2.17	%		1.92	%		2.56	%		1.72	%

Net interest spread		1.68	%		1.72	%		1.89	%		2.03	%		2.10	%		1.70	%		2.22	%

Net interest margin (4)		2.46	%		2.50	%		2.65	%		2.73	%		2.72	%		2.48	%		2.81	%

(1) Includes average PPP loans of:	$	394		$	442		$	495		$	553		$	673		$	418		$	818

(2)

Interest on certain tax exempt loans and securities is not taxable for Federal income tax purposes. In order to compare the tax-exempt yields on these assets to taxable yields, the interest earned on these assets is adjusted to a pre-tax equivalent amount based on the marginal corporate federal income tax rate of 21%.

(3)	Securities yield = annualized interest income divided by the average balance of securities, excluding average unrealized gains/losses.

(4)	Net interest margin is tax equivalent net interest income divided by average interest-earning assets.

Premier Financial Corp.

Deposits and Liquidity

(dollars in thousands)


	As of and for the Three Months Ended
	6/30/24			3/31/24			12/31/23			9/30/23			6/30/23
*Ending Balances*
Non-interest-bearing demand deposits	$	1,438,764		$	1,467,161		$	1,591,979		$	1,545,595		$	1,573,837
Savings deposits		632,831			656,122			677,679			709,938			748,392
Interest-bearing demand deposits		530,932			553,331			565,757			580,069			594,325
Money market account deposits		1,437,688			1,426,809			1,374,526			1,279,551			1,282,721
Time deposits		1,052,934			1,051,955			998,002			925,353			904,717
Public funds, ICS and CDARS deposits		1,702,727			1,659,227			1,593,159			1,632,952			1,477,203
Brokered deposits		382,678			368,782			341,944			392,181			413,237

Total deposits	$	7,178,554		$	7,183,387		$	7,143,046		$	7,065,639		$	6,994,432

*Average Balances*
Non-interest-bearing demand deposits	$	1,450,158		$	1,493,520		$	1,556,767		$	1,554,882		$	1,603,878
Savings deposits		643,523			663,786			691,295			728,545			762,074
Interest-bearing demand deposits		546,496			547,168			557,210			575,744			603,572
Money market account deposits		1,430,619			1,411,075			1,331,623			1,278,381			1,311,177
Time deposits		1,049,566			1,025,946			959,420			912,579			872,991
Public funds, ICS and CDARS deposits		1,636,188			1,618,554			1,614,339			1,573,213			1,399,749
Brokered deposits		362,641			384,294			387,611			422,483			246,164

Total deposits	$	7,119,191		$	7,144,343		$	7,098,265		$	7,045,827		$	6,799,605

*Average Rates*
Non-interest-bearing demand deposits		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Savings deposits		0.03	%		0.03	%		0.03	%		0.03	%		0.02	%
Interest-bearing demand deposits		0.08	%		0.12	%		0.13	%		0.11	%		0.10	%
Money market account deposits		2.94	%		2.83	%		2.65	%		2.02	%		1.73	%
Time deposits		3.80	%		3.55	%		3.15	%		2.68	%		2.27	%
Public funds, ICS and CDARS deposits		4.52	%		4.48	%		4.30	%		4.18	%		3.71	%
Brokered deposits		5.32	%		5.33	%		5.46	%		5.36	%		4.92	%

Total deposits		2.47	%		2.38	%		2.21	%		1.98	%		1.58	%

*Other Deposits Data*
Loans/Deposits Ratio		93.1	%		93.2	%		94.3	%		94.8	%		95.9	%
Uninsured deposits %		32.5	%		32.6	%		33.1	%		32.8	%		31.5	%
Adjusted uninsured deposits % (1)		17.0	%		17.6	%		18.9	%		17.7	%		17.3	%
Top 20 depositors %		14.4	%		14.0	%		13.9	%		14.1	%		12.4	%
Public funds %		18.9	%		18.5	%		17.9	%		18.8	%		17.5	%
Average account size (excluding brokered)	$	27.5		$	27.0		$	26.9		$	27.1		$	26.7
*Securities Data*
Held-to-maturity (HTM) at fair value	$	—		$	—		$	—		$	—		$	—
Available-for-sale (AFS) at fair value (2)		1,081,120			1,014,433			946,708			911,184			961,123
Equity investment at fair value (3)		5,559			5,736			5,773			5,860			6,458

Total securities at fair value	$	1,086,679		$	1,020,169		$	952,481		$	917,044		$	967,581

Cash+Securities/Assets		14.2	%		12.9	%		12.4	%		12.1	%		12.6	%
Projected AFS cash flow in next 12 months	$	115,609		$	89,563		$	69,067		$	66,495		$	64,687
AFS average life (years)		4.9			5.3			6.2			6.5			6.5


*Liquidity Sources*
Cash and cash equivalents	$	155,651		$	89,681		$	114,756		$	117,497		$	121,727
Unpledged securities at fair value		477,776			398,610			314,385			280,916			298,471
FHLB borrowing capacity		1,247,632			1,383,086			1,336,707			1,311,091			1,542,459
Brokered deposits		492,359			491,447			513,767			316,697			288,719
Bank and parent lines of credit		70,000			70,000			70,000			70,000			70,000
Federal Reserve - Discount Window and BTFP (4)		702,712			680,456			620,518			471,395			491,141

Total	$	3,146,130		$	3,113,280		$	2,970,133		$	2,567,596		$	2,812,517

Total liquidity to adjusted uninsured deposits ratio		255.7	%		244.7	%		218.3	%		204.0	%		230.5	%

(1)	Adjusted for collateralized deposits, other insured deposits and intra-company accounts.

(2)	Mark-to-market included in accumulated other comprehensive income.

(3)	Mark-to-market included in net income each quarter.

(4)	Includes capacity related to unpledged securities at par value in excess of fair value under Bank Term Funding Program prior to 3/31/24.

Premier Financial Corp.

Loans and Capital

(dollars in thousands)


	6/30/24			3/31/24			12/31/23			9/30/23			6/30/23
*Loan Portfolio Composition*
Residential real estate	$	1,805,984		$	1,816,416		$	1,810,265		$	1,797,676		$	1,711,632
Residential real estate construction		9,649			15,009			28,794			51,637			111,708

Total residential loans		1,815,633			1,831,425			1,839,059			1,849,313			1,823,340

Commercial real estate		2,844,792			2,830,086			2,839,905			2,820,410			2,848,410
Commercial construction		513,652			535,294			528,563			502,502			472,328
Commercial excluding PPP		1,037,718			1,030,620			1,056,334			1,038,939			1,068,795

Core commercial loans (1)		4,396,162			4,396,000			4,424,802			4,361,851			4,389,533

Consumer direct/indirect		187,936			187,664			193,830			203,800			210,390
Home equity and improvement lines		268,699			265,362			267,960			269,053			272,792

Total consumer loans		456,635			453,026			461,790			472,853			483,182

Deferred loan origination fees		13,339			12,877			13,267			12,326			11,936

Core loans (1)		6,681,769			6,693,328			6,738,918			6,696,343			6,707,991
PPP loans		369			417			469			526			577

Total loans	$	6,682,138		$	6,693,745		$	6,739,387		$	6,696,869		$	6,708,568

Loans held for sale	$	138,604		$	137,523		$	145,641		$	135,218		$	128,079
Core residential loans (1)		1,954,237			1,968,948			1,984,700			1,984,531			1,951,419
Total loans including loans held for sale but excluding PPP		6,820,373			6,830,851			6,884,559			6,831,561			6,836,070
Undisbursed construction loan funds - residential	$	52,140		$	57,246		$	72,748		$	82,689		$	102,198
Undisbursed construction loan funds - commercial		123,445			151,677			208,718			284,610			353,455

Undisbursed construction loan funds - total		175,585			208,923			281,466			367,299			455,653

Total construction loans including undisbursed funds	$	698,886		$	759,226		$	838,823		$	921,438		$	1,039,689

Gross loans (2)	$	6,844,384		$	6,889,791		$	7,007,586		$	7,051,842		$	7,152,285

Fixed rate loans %		48.7	%		49.0	%		49.3	%		49.8	%		49.8	%
Floating rate loans %		16.2	%		16.5	%		15.6	%		15.8	%		15.9	%
Adjustable rate loans repricing within 1 year %		5.2	%		3.4	%		3.4	%		2.9	%		1.5	%
Adjustable rate loans repricing over 1 year %		29.9	%		31.1	%		31.7	%		31.5	%		32.8	%

*Commercial Real Estate Loans Composition*
Non owner occupied excluding office	$	1,047,892		$	1,026,598		$	1,027,801		$	1,023,585		$	1,012,400
Non owner occupied office		186,266			189,436			205,302			207,869			225,046
Owner occupied excluding office		668,327			656,825			653,849			597,303			603,650
Owner occupied office		107,555			112,706			113,679			106,761			107,240
Multifamily		642,469			652,371			642,651			627,602			633,909
Agriculture land		121,597			121,102			121,544			119,710			123,104
Other commercial real estate		70,686			71,048			75,079			137,580			143,061

Total commercial real estate loans	$	2,844,792		$	2,830,086		$	2,839,905		$	2,820,410		$	2,848,410


*Capital Balances*
Total equity	$	979,129		$	974,341		$	975,627		$	919,567		$	936,971
Less: Regulatory goodwill and intangibles		300,770			301,716			302,706			303,740			304,818
Less: Accumulated other comprehensive income/(loss) (“AOCI”)		(163,038	)		(162,081	)		(153,719	)		(200,282	)		(168,721	)

Common equity tier 1 capital (“CET1”)		841,397			834,706			826,640			816,109			800,874
Add: Tier 1 subordinated debt		35,000			35,000			35,000			35,000			35,000

Tier 1 capital		876,397			869,706			861,640			851,109			835,874
Add: Regulatory allowances		80,247			79,827			80,231			80,791			80,812
Add: Tier 2 subordinated debt		50,000			50,000			50,000			50,000			50,000

Total risk-based capital	$	1,006,644		$	999,533		$	991,871		$	981,900		$	966,686

Total risk-weighted assets	$	7,062,328		$	7,013,832		$	7,066,743		$	7,329,471		$	7,381,940

*Capital Ratios*
CET1 Ratio		11.91	%		11.90	%		11.70	%		11.13	%		10.85	%
CET1 Ratio including AOCI		9.61	%		9.59	%		9.52	%		8.40	%		8.56	%
Tier 1 Capital Ratio		12.41	%		12.40	%		12.19	%		11.61	%		11.32	%
Tier 1 Capital Ratio including AOCI		10.10	%		10.09	%		10.02	%		8.88	%		9.04	%
Total Capital Ratio		14.25	%		14.25	%		14.04	%		13.39	%		13.10	%
Total Capital Ratio including AOCI		11.95	%		11.94	%		11.86	%		10.66	%		10.81	%

(1)

Core loans represents total loans excluding undisbursed loan funds, deferred loan origination fees and PPP loans. Core commercial loans represents total commercial real estate, commercial and commercial construction excluding commercial undisbursed loan funds, deferred loan origination fees and PPP loans. Core residential loans represents total loans held for sale, one to four family residential real estate and residential construction excluding residential undisbursed loan funds and deferred loan origination fees.

(2)	Gross loans represent total loans including undisbursed construction funds but excluding deferred loan origination fees.

Premier Financial Corp.

Loan Delinquency Information


(dollars in thousands)	Total Balance		Current		30 to 89 days past due		% of Total			Non Accrual Loans		% of Total
June 30, 2024
One to four family residential real estate	$	1,805,984	$	1,781,241	$	8,960		0.50	%	$	15,783		0.87	%
Construction		698,886		698,886		—		0.00	%		—		0.00	%
Commercial real estate		2,844,792		2,832,095		8,581		0.30	%		4,116		0.14	%
Commercial		1,038,087		998,954		328		0.03	%		38,805		3.74	%
Home equity and improvement		268,699		264,563		2,478		0.92	%		1,658		0.62	%
Consumer finance		187,936		179,842		4,298		2.29	%		3,796		2.02	%

Gross loans	$	6,844,384	$	6,755,581	$	24,645		0.36	%	$	64,158		0.94	%

March 31, 2024
One to four family residential real estate	$	1,816,416	$	1,797,169	$	5,834		0.32	%	$	13,413		0.74	%
Construction		759,226		759,226		—		0.00	%		—		0.00	%
Commercial real estate		2,830,086		2,821,750		1,083		0.04	%		7,253		0.26	%
Commercial		1,031,037		1,013,857		4,440		0.43	%		12,740		1.24	%
Home equity and improvement		265,362		260,683		2,613		0.98	%		2,066		0.78	%
Consumer finance		187,664		179,741		4,364		2.33	%		3,559		1.90	%

Gross loans	$	6,889,791	$	6,832,426	$	18,334		0.27	%	$	39,031		0.57	%

June 30, 2023
One to four family residential real estate	$	1,711,632	$	1,694,024	$	7,320		0.43	%	$	10,288		0.60	%
Construction		1,039,689		1,039,404		285		0.03	%		—		0.00	%
Commercial real estate		2,848,410		2,833,765		596		0.02	%		14,049		0.49	%
Commercial		1,069,372		1,057,057		4,290		0.40	%		8,025		0.75	%
Home equity and improvement		272,792		267,617		2,945		1.08	%		2,230		0.82	%
Consumer finance		210,390		204,404		3,587		1.70	%		2,399		1.14	%

Gross loans	$	7,152,285	$	7,096,271	$	19,023		0.27	%	$	36,991		0.52	%

Loan Risk Ratings Information

(dollars in thousands)

Total
Balance

Pass Rated

Special
Mention

% of
Total

Classified

% of
Total

June 30, 2024

One to four family residential real estate

1,796,799

1,781,780

470

0.03

14,549

0.81

Construction

698,886

691,386

7,500

1.07

—

0.00

Commercial real estate

2,842,924

2,747,835

48,238

1.70

46,851

1.65

Commercial

1,034,491

952,016

37,107

3.59

45,368

4.39

Home equity and improvement

267,300

265,847

—

0.00

1,453

0.54

Consumer finance

187,816

184,242

—

0.00

3,574

1.90

PCD loans

16,168

13,480

164

1.01

2,524

15.61

Gross loans

6,844,384

6,636,586

93,479

1.37

114,319

1.67


March 31, 2024
One to four family residential real estate	$	1,806,724	$	1,794,030	$	487	0.03	%	$	12,207	0.68	%
Construction		759,226		751,726		7,500	0.99	%		—	0.00	%
Commercial real estate		2,828,138		2,749,206		53,456	1.89	%		25,476	0.90	%
Commercial		1,027,101		945,049		32,487	3.16	%		49,565	4.83	%
Home equity and improvement		263,897		262,046		—	0.00	%		1,851	0.70	%
Consumer finance		187,501		184,214		—	0.00	%		3,287	1.75	%
PCD loans		17,204		12,006		2,485	14.44	%		2,713	15.77	%

Gross loans	$	6,889,791	$	6,698,277	$	96,415	1.40	%	$	95,099	1.38	%

June 30, 2023
One to four family residential real estate	$	1,700,468	$	1,689,666	$	484	0.03	%	$	10,318	0.61	%
Construction		1,039,689		1,031,356		8,333	0.80	%		—	0.00	%
Commercial real estate		2,847,035		2,797,688		20,751	0.73	%		28,596	1.00	%
Commercial		1,063,744		1,021,403		27,376	2.57	%		14,965	1.41	%
Home equity and improvement		270,722		269,038		—	0.00	%		1,684	0.62	%
Consumer finance		210,158		207,963		—	0.00	%		2,195	1.04	%
PCD loans		20,469		13,981		3,786	18.50	%		2,702	13.20	%

Gross loans	$	7,152,285	$	7,031,095	$	60,730	0.85	%	$	60,460	0.85	%

Premier Financial Corp.

Mortgage and Credit Information

(dollars in thousands)


	As of and for the Three Months Ended															Six Months Ended
*Mortgage Banking Summary*	6/30/24			3/31/24			12/31/23			9/30/23			6/30/23			6/30/24			6/30/23
Revenue from sales and servicing of mortgage loans:
Mortgage banking gains, net	$	1,378		$	1,283		$	439		$	2,584		$	2,242		$	2,661		$	1,405
Mortgage loan servicing revenue (expense):
Mortgage loan servicing revenue		1,835			1,842			1,844			1,850			1,845			3,676			3,733
Amortization of mortgage servicing rights		(1,313	)		(1,238	)		(1,257	)		(1,291	)		(1,277	)		(2,551	)		(2,496	)
Mortgage servicing rights valuation adjustments		147			463			(224	)		131			130			610			24

		669			1,067			363			690			698			1,735			1,261

Total revenue from sale/servicing of mortgage loans	$	2,047		$	2,350		$	802		$	3,274		$	2,940		$	4,396		$	2,666

Mortgage servicing rights:
Balance at beginning of period	$	18,921		$	19,452		$	20,174		$	20,823		$	21,447		$	19,452		$	21,858
Loans sold, servicing retained		678			707			535			642			653			1,385			1,461
Amortization		(1,313	)		(1,238	)		(1,257	)		(1,291	)		(1,277	)		(2,551	)		(2,496	)

Balance at end of period		18,286			18,921			19,452			20,174			20,823			18,286			20,823
Valuation allowance:
Balance at beginning of period		(293	)		(756	)		(532	)		(663	)		(793	)		(756	)		(687	)
Impairment recovery (charges)		147			463			(224	)		131			130			610			24

Balance at end of period		(146	)		(293	)		(756	)		(532	)		(663	)		(146	)		(663	)

Net carrying value at end of period	$	18,140		$	18,628		$	18,696		$	19,642		$	20,160		$	18,140		$	20,160

*Allowance for credit losses - loans*
Beginning allowance	$	76,679		$	76,512		$	76,513		$	75,921		$	74,273		$	76,512		$	72,816
Provision (benefit) for credit losses - loans		3,173			560			2,143			245			1,410			3,733			5,354
Net recoveries (charge-offs)		(2,630	)		(393	)		(2,144	)		347			238			(3,023	)		(2,249	)

Ending allowance	$	77,222		$	76,679		$	76,512		$	76,513		$	75,921		$	77,222		$	75,921

Total loans	$	6,682,138		$	6,693,745		$	6,739,387		$	6,696,869		$	6,708,568
Less: PPP loans		(369	)		(417	)		(469	)		(526	)		(577	)

Total loans ex PPP	$	6,681,769		$	6,693,328		$	6,738,918		$	6,696,343		$	6,707,991

Allowance for credit losses (ACL)	$	77,222		$	76,679		$	76,512		$	76,513		$	75,921
Add: Unaccreted purchase accounting marks		575			889			1,160			1,526			1,901

Adjusted ACL	$	77,797		$	77,568		$	77,672		$	78,039		$	77,822
ACL/Loans		1.16	%		1.15	%		1.14	%		1.14	%		1.13	%
Adjusted ACL/Loans ex PPP		1.16	%		1.16	%		1.15	%		1.17	%		1.16	%


*Credit Quality*
Total non-performing loans (1)	$	64,158		$	39,031		$	35,491		$	39,463		$	36,991
Real estate owned (REO)		394			255			243			387			561

Total non-performing assets (2)	$	64,552		$	39,286		$	35,734		$	39,850		$	37,552

Net charge-offs (recoveries)		2,630			393			2,144			(347	)		(238	)

Allowance for credit losses / non-performing assets		119.63	%		195.18	%		214.12	%		192.00	%		202.18	%
Allowance for credit losses / non-performing loans		120.36	%		196.46	%		215.58	%		193.89	%		205.24	%
Non-performing assets / loans plus REO		0.97	%		0.59	%		0.53	%		0.60	%		0.56	%
Non-performing assets / total assets		0.74	%		0.46	%		0.41	%		0.47	%		0.44	%
Net charge-offs (recoveries) / average loans		0.16	%		0.02	%		0.13	%		-0.02	%		-0.01	%
Net charge-offs (recoveries) / average loans LTM		0.07	%		0.03	%		0.06	%		0.04	%		0.14	%

(1)	Non-performing loans consist of non-accrual loans.

(2)	Non-performing assets are non-performing loans plus real estate and other assets acquired by foreclosure or deed-in-lieu thereof.

Premier Financial Corp.

Non-GAAP Reconciliations


	Three Months Ended															Six Months Ended
(In thousands, except per share and ratio data)	6/30/24			3/31/24			12/31/23			9/30/23			6/30/23			6/30/24			6/30/23
Total non-interest expenses	$	38,208		$	39,900		$	37,893		$	38,052		$	44,495		$	78,108		$	87,286
Less: Transaction costs (pre-tax)⁽¹⁾		50			—			—			—			3,652			50			3,652

Core non-interest expenses	$	38,158		$	39,900		$	37,893		$	38,052		$	40,843		$	78,058		$	83,634
Average total assets	$	8,646,024		$	8,591,947		$	8,536,193		$	8,582,219		$	8,597,786		$	8,618,985		$	8,515,898
Core non-interest expenses / average assets		1.78	%		1.87	%		1.76	%		1.76	%		1.91	%		1.82	%		1.98	%

Core non-interest expenses	$	38,158		$	39,900		$	37,893		$	38,052		$	40,843		$	78,058		$	83,634
Less: Insurance agency expenses		—			—			—			—			3,432			—			6,425

Core non-interest expenses excluding insurance agency	$	38,158		$	39,900		$	37,893		$	38,052		$	37,411		-$	78,058		$	77,209

Non-interest income	$	12,078		$	12,496		$	11,789		$	13,253		$	53,346		$	24,574		$	65,808
Less: Gain on sale of insurance agency (pre-tax)		—			—			—			—			36,296			—			36,296

Core non-interest income	$	12,078		$	12,496		$	11,789		$	13,253		$	17,050		$	24,574		$	29,512
Less: Securities gains (losses)		(176	)		(37	)		675			256			64			(213	)		(1,347	)

Core non-interest income (ex securities gains/losses)	$	12,254		$	12,533		$	11,114		$	12,997		$	16,986		$	24,787		$	30,859

Tax-equivalent net interest income	$	49,297		$	49,649		$	52,593		$	54,318		$	54,059		$	98,946		$	110,449
Core non-interest income (ex securities gains/losses)		12,254			12,533			11,114			12,997			16,986			24,787			30,859

Total core revenues		61,551			62,182			63,707			67,315			71,045			123,733			141,308
Core non-interest expenses	$	38,158		$	39,900		$	37,893		$	38,052		$	40,843		$	78,058		$	83,634

Core efficiency ratio		61.99	%		64.17	%		59.48	%		56.53	%		57.49	%		63.09	%		59.19	%

Income (loss) before income taxes	$	20,193		$	22,303		$	24,686		$	30,238		$	62,303		$	42,496		$	84,555
Add: Provision (benefit) for credit losses		2,902			(133	)		1,761			(773	)		540			2,769			4,246


Pre-tax pre-provision income		23,095			22,170			26,447			29,465			62,843			45,265			88,801
Add: Transaction costs (pre-tax)		50			—			—			—			3,652			50			3,652
Less: Gain on sale of insurance agency (pre-tax)		—			—			—			—			36,296			—			36,296

Core pre-tax pre-provision income	$	23,145		$	22,170		$	26,447		$	29,465		$	30,199		$	45,315		$	56,157
Average total assets	$	8,646,024		$	8,591,947		$	8,536,193		$	8,582,219		$	8,597,786		$	8,618,985		$	8,515,898
Core pre-tax pre-provision return on average assets		1.08	%		1.04	%		1.23	%		1.36	%		1.41	%		1.06	%		1.33	%

Net income (loss)	$	16,176		$	17,789		$	20,070		$	24,687		$	48,391		$	33,965		$	66,540
Less: Gain on sale of insurance agency (pre-tax)		—			—			—			—			36,296			—			36,296
Add: Transaction costs (pre-tax)		50			—			—			—			3,652			50			3,652
Add: Tax impact of above items		(11	)		—			—			—			8,483			(11	)		8,483

Core net income	$	16,215		$	17,789		$	20,070		$	24,687		$	24,230		$	34,004		$	42,379
Diluted shares - Reported		35,793			35,771			35,772			35,794			35,800			35,789			35,750
Core diluted EPS	$	0.45		$	0.50		$	0.56		$	0.69		$	0.68		$	0.95		$	1.19

Average total assets	$	8,646,024		$	8,591,947		$	8,536,193		$	8,582,219		$	8,597,786		$	8,618,985		$	8,515,898
Core return on average assets		0.75	%		0.83	%		0.93	%		1.14	%		1.13	%		0.79	%		1.00	%

Average total equity	$	968,451		$	974,560		$	930,835		$	939,456		$	921,441		$	971,505		$	911,569
Core return on average equity		6.73	%		7.34	%		8.55	%		10.43	%		10.55	%		7.04	%		9.38	%

Average total tangible equity	$	662,148		$	667,334		$	622,592		$	630,126		$	586,579		$	664,740		$	575,933
Core return on average tangible equity		9.85	%		10.72	%		12.79	%		15.54	%		16.57	%		10.29	%		14.84	%

(1)	Transaction costs for 2024 relate to the strategic merger transaction. Transaction costs for 2023 relate to the insurance agency sale.