Form 8-K - Current report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23, 2024

 

 

Premier Financial Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

Ohio			0-26850	34-1803915
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
601 Clinton Street
Defiance, Ohio				43512
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 419 785-8700

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share		PFC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

On January 23, 2024, Premier Financial Corp. (“Premier”) issued a press release regarding its earnings for the quarter ended December 31, 2023. A copy of the press release is attached as Exhibit 99.1.

The information set forth in this Current Report on Form 8-K (including the information in Exhibits 99.1 attached hereto) is being furnished to the Securities and Exchange Commission and is not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under the Exchange Act. Such information will not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1 104	Press Release, dated January 23, 2024 Cover Page Interactive Data File (Embedded within the Inline XBRL document)

 

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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 hereunto duly authorized.

			Premier Financial Corp.
Date:	January 23, 2024	By:	/s/ Gary M. Small
			Gary M. Small, President and CFO

 

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Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

PREMIER FINANCIAL CORP. ANNOUNCES FULL YEAR 2023 RESULTS

Declared dividend of $0.31 per share

 

Fourth Quarter 2023 Highlights

•

Deposit growth of $77 million (up 4% annualized), including $128 million for core customer deposits excluding brokered (up 8% annualized)

•

Loan growth of $43 million (up 3% annualized), including $63 million for commercial loan (up 6% annualized)

•

Expenses declined $0.2 million (down 2% annualized) from third quarter 2023

•

Non-performing assets decreased $4 million (or 10%) from prior quarter and six basis points to 0.41% of total assets

•

Equity up $56 million or $1.57 per share (both up 24% annualized) with tangible equity up $57 million or $1.60 per share (both up 37% annualized) to $18.69 per share and tangible equity ratio up to 8.03%

 

Full Year 2023 Highlights

•

Completed sale of insurance agency at a significant gain that strengthened capital without diluting future earnings

•

Deposit growth of $236 million (up 3%), including $38 million for core customer deposits excluding brokered (up 1%)

•

Loan growth of $279 million (up 4%) including $179 million for commercial loans (up 4%)

•

Equity up $88 million or $2.37 per share (both up 10%) with tangible equity up $117 million or $3.22 per share (both up 21%) and tangible equity ratio up 1.25%

•

Launched new digital banking platform to improve clients’ banking experience in October

 

DEFIANCE, OHIO (January 23, 2024) – Premier Financial Corp. (Nasdaq: PFC) (“Premier” or the “Company”) announced today 2023 fourth quarter and full year results. Net income for the fourth quarter of 2023 was $20.1 million, or $0.56 per diluted common share, compared to $25.3 million, or $0.71 per diluted common share, for the fourth quarter of 2022. Net income for 2023 was $111.3 million, or $3.11 per diluted common share, compared to $102.2 million, or $2.85 per diluted common

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share, for 2022. Full year 2023 results include 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 share after-tax. Excluding the impact of this transaction, 2023 earnings would be $2.44 per diluted share.

“In the fourth quarter, we saw a continuation of performance improvement on many topics outlined in our third quarter release,” said Gary Small, President and CEO of Premier. “Positive elements include purposefully moderate loan growth, excellent deposit growth, strong wealth management revenue growth, deliberate cost containment, and a decline in non-performing assets. Total loans grew 4.3% in 2023 with full year commercial loan growth totaling 4.2%. We remain focused on servicing existing clients and are well positioned to expand our new business outreach efforts in the upcoming year. We are pleased with our trend in customer deposit gathering over the past two quarters that delivered growth of $220 million, or 6.7% annualized growth. Over the same period, non-interest bearing deposit balances stabilized with annualized growth of 2.3%.”

“Net interest margin management continues to remain our top financial priority,” Small continued. “While we reduced our dependency on wholesale funds by $109 million during the fourth quarter, the impact of continued deposit mix migration and persistent high yield alternatives in the market are reflected in our higher cost of funds for the quarter. I will also note the fourth quarter mortgage banking income was affected by the downward movement in 10 year Treasury yields during the quarter, triggering unfavorable valuation marks on the mortgage servicing rights asset and hedges on the in-process mortgage construction book. Credit metrics remained steady with non-performing asset levels slightly lower for the quarter. Consumer and residential mortgage delinquencies were up but well in check versus historical performance.”

“As we enter 2024, we anticipate continued moderate earning assets growth and a relentless focus on deposit growth resulting in low-to-moderate year-over-year net interest income growth,” added Small. “Strong expense management and solid credit performance round out the story.”

Quarterly results

Capital, deposits and liquidity

Regulatory ratios all improved during the fourth quarter of 2023, including CET1 of 11.70%, Tier 1 of 12.20% and Total Capital of 14.04%. All of these ratios also exceed well-capitalized guidelines pro forma for including accumulated other comprehensive income (“AOCI”), including CET1 of 9.53%, Tier 1 of 10.02% and Total Capital of 11.87%.

Total deposits increased 4.4% annualized, or $77.4 million, during the fourth quarter of 2023, due to a $127.6 million increase in customer deposits (up 7.7% annualized), offset partly by a decrease of $50.2 million in brokered deposits. Total average interest-bearing deposit costs increased 29 basis points to 2.83% for the fourth quarter of 2023. 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 and excluding brokered deposits and acquisition marks were 2.09% during the month of December, representing a cumulative beta of 37%

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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.

At December 31, 2023, uninsured deposits were 33.1% of total deposits, or 18.9% adjusting for collateralized deposits, other insured deposits and internal company accounts. Total quantifiable liquidity sources totaled $2.97 billion, or 218.3% of adjusted uninsured deposits.

Net interest income and margin

Net interest income of $52.6 million on a tax equivalent (“TE”) basis in the fourth quarter of 2023 was down 3.2% from $54.3 million in the third quarter of 2023 and down 16.2% from $62.8 million in the fourth quarter of 2022. The TE net interest margin of 2.65% in the fourth quarter of 2023 decreased eight basis points from 2.73% in the third quarter of 2023 and 63 basis points from 3.28% in the fourth quarter of 2022. Results for all periods include the impact of the Paycheck Protection Program (“PPP”) as well as acquisition marks and related accretion. Fourth quarter 2023 includes $108 thousand of accretion in interest income, $144 thousand of accretion in interest expense, and $5 thousand of interest income on average balances of $495 thousand for PPP.

Excluding the impact of acquisition marks accretion and PPP loans, core net interest income was $52.3 million, down 3.1% from $54.0 million in the third quarter of 2023 and down 15.9% from $62.2 million in the fourth quarter of 2022. Additionally, the core net interest margin was 2.64% for the fourth quarter of 2023, down seven basis points from 2.71% for the third quarter of 2023 and 61 basis points from 3.25% for the fourth quarter of 2022. These results are positively impacted by the combination of loan growth and higher loan yields, which were 5.21% for the fourth quarter of 2023 compared to 5.12% in the third quarter of 2023 and 4.54% in the fourth quarter of 2022. Excluding the impact of PPP, balance sheet hedges and acquisition marks accretion, loan yields were 5.24% in December 2023, up 149 basis points since December 2021, which represents a cumulative beta of 28% compared to the change in the monthly average effective Federal Funds rate for the same period.

Total earning asset yields in the fourth quarter of 2023 were 4.86%, up nine basis points from the third quarter of 2023 and up 63 basis points from the fourth quarter of 2022. The increases are largely due to loan growth and higher average yields for loans and securities. Excluding the impact of PPP, balance sheet hedges and acquisition marks accretion, earning asset yields were 4.91% in December 2023, up 157 basis points since December 2021, which represents a cumulative beta of 30% compared to the change in the monthly average effective Federal Funds rate for the same period. The cost of funds in the fourth quarter of 2023 was 2.35%, up 18 basis points from the third quarter of 2023 and up 135 basis points from the fourth quarter of 2022. The increases are largely due to the higher average deposit costs discussed above. Excluding the impact of balance sheet hedges and acquisition marks accretion, cost of funds were 2.40% in December 2023 for an increase of 219 basis points since December 2021, which represents a cumulative beta of 42% compared to the change in the monthly average effective Federal Funds rate for the same period.

“The decline in net interest margin experienced during the fourth quarter in part reflected the impact of expanded ‘new money’ deposit attraction promotions introduced in select markets across the network,” said Small. “The programs are short in duration and designed as a household gathering

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catalyst for these specific locations. The successful effort contributed to the 7.7% annualized customer deposit growth achieved during the quarter.”

Non-interest income

Total non-interest income in the fourth quarter of 2023 of $11.8 million was down 11% from $13.3 million in the third quarter of 2023, but up 10.7% from $10.7 million in the fourth quarter of 2022, excluding insurance commissions, primarily due to fluctuations in mortgage banking and gains/losses on securities. Mortgage banking income decreased $2.5 million on a linked quarter basis but increased $1.1 million year-over-year, primarily as a result of fluctuations in gain margins.

Security gains were $675 thousand in the fourth quarter of 2023, compared to gains of $256 thousand in the third quarter of 2023 and $1.2 million in the fourth quarter of 2022, primarily due to valuation changes on equity securities. Service fees in the fourth quarter of 2023 were $6.8 million, a 2.7% decrease from $6.9 million in the third quarter of 2023, but a 1.9% increase from $6.6 million in the fourth quarter of 2022. This change was primarily due to fluctuations in loan fees, including commercial customer swap activity. Due to the insurance agency sale in the second quarter of 2023, there were no insurance commissions in the fourth quarter of 2023, compared to $3.6 million in the fourth quarter of 2022. Wealth management income of $1.8 million in the fourth quarter of 2023 was 18.7% higher than $1.5 million in the third quarter of 2023 and 13.2% higher than $1.6 million in the fourth quarter of 2022. BOLI income of $1.5 million in the fourth quarter of 2023 included $453 thousand of claim gains, compared to $1.0 million in each of the third quarter of 2023 and fourth quarter of 2022, neither of which included any claim gains.

Non-interest expenses

Non-interest expenses in the fourth quarter of 2023 were $37.9 million, a 0.4% decrease from $38.1 million in the third quarter of 2023, and an 11.9% decrease from $43.0 million in the fourth quarter of 2022. Compensation and benefits were $21.0 million in the fourth quarter of 2023, compared to $21.8 million in the third quarter of 2023 and $25.0 million in the fourth quarter of 2022. The linked quarter decrease was primarily due to cost saving initiatives that began during the second quarter of 2023. The year-over-year decrease was primarily due to the insurance agency sale, partially offset by costs related to higher staffing levels for our 2022 growth initiatives and higher base compensation, including 2022 mid-year adjustments and 2023 annual adjustments. Data processing costs were $4.7 million in the fourth quarter of 2023, compared to $4.0 million in the third quarter of 2023 and $3.9 million in the fourth quarter of 2022, with the increases primarily due to the new digital platform launched in October 2023. All other non-interest expenses increased only a net $23 thousand on a linked quarter basis and decreased a net $1.9 million on a year-over-year basis due to the insurance agency sale and cost saving initiatives. The efficiency ratio for the fourth quarter of 2023 was 59.5% compared to 56.5% in the third quarter of 2023 and 56.8% in the fourth quarter of 2022.

“Expense containment remains a high priority for us as we continue to manage the net interest margin challenges,” said Paul Nungester, CFO of Premier. “The successful implementation of cost saving initiatives enabled us to reduce our ratio of expenses to average assets to 1.76% for the last two quarters of 2023, representing a 30 basis point improvement from the fourth quarter of 2022.”

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Credit quality

Non-performing assets totaled $35.7 million, or 0.41% of assets, at December 31, 2023, a decrease from $39.9 million at September 30, 2023, but an increase from $34.4 million at December 31, 2022. Loan delinquencies increased to $20.9 million, or 0.30% of loans, at December 31, 2023, from $17.2 million at September 30, 2023, and from $18.3 million at December 31, 2022. Classified loans totaled $69.7 million, or 0.99% of loans, as of December 31, 2023, an increase from $63.5 million at September 30, 2023, and from $43.8 million at December 31, 2022.

The 2023 fourth quarter results include net charge-offs of $2.1 million and a total provision expense of $1.8 million, compared with net loan charge-offs of $830 thousand and a total provision expense of $2.8 million for the same period in 2022. The allowance for credit losses as a percentage of total loans was 1.14% at December 31, 2023, compared with 1.14% at September 30, 2023, and 1.13% at December 31, 2022. The allowance for credit losses as a percentage of total loans excluding PPP and including unaccreted acquisition marks was 1.15% at December 31, 2023, compared with 1.17% at September 30, 2023, and December 31, 2022. The continued economic improvement following the 2020 pandemic-related downturn has resulted in a year-over-year decrease in the allowance percentages.

Full year results

For the year ended December 31, 2023, net income totaled $111.3 million, or $3.11 per diluted common share, compared to $102.2 million, or $2.85 per diluted common share for the year ended December 31, 2022. 2023 results include 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 share after-tax. Excluding the impact of this item, full year 2023 core net income was $87.1 million, or $2.44 per diluted share.

Net interest income of $217.4 million on a TE basis for 2023 was down 10.8% from $243.7 million for 2022. The TE net interest margin of 2.75% in 2023 decreased 62 basis points from 3.37% in 2022. Results for all periods include the impact of PPP as well as acquisition marks and related accretion. 2023 includes $583 thousand of accretion in interest income, $757 thousand of accretion in interest expense, and $20 thousand of interest income on average balances of $670 thousand for PPP. Excluding the impact of acquisition marks accretion and PPP loans, core net interest income was $216.0 million, down 9.0% from $237.3 million in 2022. Additionally, the core net interest margin was 2.73% for 2023, down 55 basis points from 3.28% for of 2022. These results are positively impacted by the combination of loan growth and higher loan yields, which were 4.96% for 2023 compared to 4.24% for 2022. The cost of funds in 2023 was 1.99%, up 148 basis points from 0.51% in 2022. The year-over-year increase is largely due to utilization of higher cost wholesale fundings in support of loan growth in excess of deposit growth during late 2022 and early 2023.

Excluding insurance commissions and the $36.3 million gain on the sale of the insurance agency, total non-interest income in 2023 of $45.7 million was down 0.5% from $45.9 million for 2022. Insurance commissions were $8.9 million in 2023, down from $16.2 million in 2022 due to the insurance agency sale on June 30, 2023. Mortgage banking income decreased $3.1 million year-over-year as a result of a $1.4 million decrease in gains primarily from lower production and margins, as

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well as a $69 thousand mortgage servicing rights (“MSR”) valuation loss in 2023 compared to a $2.0 million gain for 2022.

Security losses were $0.4 million in 2023, compared to a loss of $0.6 million, primarily due to decreased valuations on equity securities. The company also sold $24 million of available-for-sale (“AFS”) securities for a $37 thousand gain with average yields less than FHLB borrowing rates during 2023. Service fees in 2023 were $27.3 million, a 5.7% increase from $25.9 million in 2022, primarily due to fluctuations in loan fees including commercial customer swap activity and consumer activity for interchange and ATM/NSF charges. Wealth management income of $6.3 million in 2023 was up 8.5% from $5.8 million in 2022. Bank owned life insurance income of $5.0 million in 2023 increased from $3.9 million in 2022 with $0.9 million of claim gains in 2023 compared to none in 2022.

Excluding transaction costs for the insurance agency sale, non-interest expenses in 2023 were $159.6 million, down 3.0% from $164.5 million in 2022. Compensation and benefits were $92.6 million in 2023, compared to $97.4 million in 2022. The year-over-year decrease was primarily due to the insurance agency sale on June 30, 2023, and cost saving initiatives that began during the second quarter of 2023 partially offset by costs related to higher staffing levels from our 2022 growth initiatives and higher base compensation, including 2022 mid-year adjustments and 2023 annual adjustments. FDIC premiums increased $2.2 million on a year-over-year basis primarily due to higher rates and our 2022 growth initiatives. Data processing costs were $16.2 million in 2023, compared to $13.8 million in 2022 with the increase primarily due to year-over-year growth. All other non-interest expenses decreased a net $4.7 million on a year-over-year basis primarily due to cost saving initiatives. The efficiency ratio (excluding transaction costs and the insurance agency gain on sale) for 2023 of 58.6% worsened from 53.7% in 2022 due to lower revenues partly offset by cost saving initiatives that began during the second quarter of 2023.

Results for 2023 include net loan charge-offs of $4.0 million and a total provision expense of $5.2 million, compared with net loan charge-offs of $6.2 million and a total provision expense of $14.3 million for 2022. The provision expense for both years is primarily due to relative loan growth.

Total assets at $8.63 billion

Total assets at December 31, 2023, were $8.63 billion, compared to $8.56 billion at September 30, 2023, and $8.46 billion at December 31, 2022. Loans receivable were $6.74 billion at December 31, 2023, compared to $6.70 billion at September 30, 2023, and $6.46 billion at December 31, 2022. At December 31, 2023, loans receivable increased $278.8 million on a year-over-year basis, or 4.3%. Core commercial loans excluding PPP increased by $179.7 million from December 31, 2022, or 4.2%. Securities at December 31, 2023, were $0.95 billion, compared to $0.92 billion at September 30, 2023, and $1.05 billion at December 31, 2022. All securities are either AFS or trading and are reflected at fair value on the balance sheet. Also, at December 31, 2023, goodwill and other intangible assets totaled $307.8 million compared to $308.8 million at September 30, 2023, and $337.1 million at December 31, 2022, with the year-over-year decrease primarily due to the insurance agency sale.

Total non-brokered deposits at December 31, 2023, were $6.80 billion, compared with $6.67 billion at September 30, 2023, and $6.76 billion at December 31, 2022. At December 31, 2023, customer deposits increased $127.6 million on a linked quarter basis, or 7.7% annualized. Brokered deposits

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were $341.9 million at December 31, 2023, compared to $392.2 million at September 30, 2023 and $143.7 million at December 31, 2022.

Total stockholders’ equity was $975.6 million at December 31, 2023, compared to $919.6 million at September 30, 2023, and $887.7 million at December 31, 2022. The quarterly increase in stockholders’ equity was primarily due to an increase in AOCI, which included $37.7 million for a positive valuation adjustment on the AFS securities portfolio, plus net earnings after dividends. The year-over-year increase was primarily due to net earnings after dividends including the impact the insurance agency sale offset plus an increase in AOCI, which included $15.2 million for positive valuation adjustments on the AFS securities portfolio. At December 31, 2023, 1,199,634 common shares remained available for repurchase under the Company’s existing repurchase program.

“2023 was a successful year of strengthening capital amidst a challenging interest rate environment,” said Nungester. “Across-the-board we enhanced book equity, tangible equity and regulatory capital. Year-over-year ratio improvements include book equity/assets up 81 basis points to 11.31%, tangible equity/tangible assets up 125 basis points to 8.03% and total risk-based capital up 190 basis points to 14.04%.”

Dividend to be paid February 16

The Board of Directors declared a quarterly cash dividend of $0.31 per common share payable February 16, 2024, to shareholders of record at the close of business on February 9, 2024. The dividend represents an annual dividend of 5.2 percent based on the Premier common stock closing price on January 22, 2024. Premier has approximately 35,732,000 common shares outstanding.

Conference call

Premier will host a conference call at 10:00 a.m. ET on Wednesday, January 24, 2024, to discuss the earnings results and business trends. The conference call may be accessed by calling 1-833-470-1428 and using access code 540476. Internet access to the call is also available (in listen-only mode) at the following URL: https://events.q4inc.com/attendee/656800446. The webcast replay of the conference call will be available at www.PremierFinCorp.com for one year.

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 75 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. and its management, future movements of interests, 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,”

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“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 presentation 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. 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. These risks and uncertainties include, but not limited to: financial markets, our customers, and our business and results of operation; changes in interest rates; disruptions in the mortgage market; risks and uncertainties inherent in general and local banking, insurance and mortgage conditions; political uncertainty; uncertainty in U.S. fiscal or monetary policy; uncertainty concerning or disruptions relating to tensions surrounding the current socioeconomic landscape; competitive factors specific to markets in which Premier and its subsidiaries operate; increasing competition for financial products from other financial institutions and nonbank financial technology companies; future interest rate levels; legislative or regulatory rulemaking or actions; capital market conditions; security breaches or unauthorized disclosure of confidential customer or Company information; interruptions in the effective operation of information and transaction processing systems of Premier or Premier’s vendors and service providers; failures or delays in integrating or adopting new technology; the impact of the cessation of LIBOR interest rates and implementation of a replacement rate; and 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, 2022 and any further amendments thereto. All forward-looking statements made in this presentation 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 December 31, 2023, consolidated financial statements as part of its Annual Report on Form 10-K to be filed with the SEC. 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 a useful supplemental measure 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 impact of the insurance agency gain on sale and related 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 related 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 supplemental reporting measures.

 

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Consolidated Balance Sheets (Unaudited)
Premier Financial Corp.
	December 31,			September 30,			June 30,			March 31,			December 31,
(in thousands)		2023			2023			2023			2023			2022
Assets
Cash and cash equivalents
Cash and amounts due from depositories	$	81,973		$	70,642		$	71,096		$	68,628		$	88,257
Interest-bearing deposits		32,783			46,855			50,631			88,399			39,903
		114,756			117,497			121,727			157,027			128,160
Available-for-sale, carried at fair value		946,708			911,184			961,123			998,128			1,040,081
Equity securities, carried at fair value		5,773			5,860			6,458			6,387			7,832
Securities investments		952,481			917,044			967,581			1,004,515			1,047,913
Loans (1)		6,739,387			6,696,869			6,708,568			6,575,829			6,460,620
Allowance for credit losses - loans		(76,512	)		(76,513	)		(75,921	)		(74,273	)		(72,816	)
Loans, net		6,662,875			6,620,356			6,632,647			6,501,556			6,387,804
Loans held for sale		145,641			135,218			128,079			119,604			115,251
Mortgage servicing rights		18,696			19,642			20,160			20,654			21,171
Accrued interest receivable		33,446			34,648			30,056			29,388			28,709
Federal Home Loan Bank stock		21,760			25,049			39,887			37,056			29,185
Bank Owned Life Insurance		181,544			172,906			171,856			170,841			170,713
Office properties and equipment		56,878			55,679			55,736			55,982			55,541
Real estate and other assets held for sale		243			387			561			393			619
Goodwill		295,602			295,602			295,602			317,988			317,988
Core deposit and other intangibles		12,186			13,220			14,298			17,804			19,074
Other assets		129,841			155,628			138,021			129,508			133,214
Total Assets	$	8,625,949		$	8,562,876		$	8,616,211		$	8,562,316		$	8,455,342
Liabilities and Stockholders’ Equity
Non-interest-bearing deposits	$	1,591,979		$	1,545,595		$	1,573,837		$	1,649,726		$	1,869,509
Interest-bearing deposits		5,209,123			5,127,863			5,007,358			4,969,436			4,893,502
Brokered deposits		341,944			392,181			413,237			154,869			143,708
Total deposits		7,143,046			7,065,639			6,994,432			6,774,031			6,906,719
Advances from FHLB		280,000			339,000			455,000			658,000			428,000
Subordinated debentures		85,229			85,197			85,166			85,123			85,103
Advance payments by borrowers		23,277			22,781			26,045			26,300			34,188
Reserve for credit losses - unfunded commitments		4,307			4,690			5,708			6,577			6,816
Other liabilities		114,463			126,002			112,889			97,835			106,795
Total Liabilities		7,650,322			7,643,309			7,679,240			7,647,866			7,567,621
Stockholders’ Equity
Preferred stock		-			-			-			-			-
Common stock, net		306			306			306			306			306
Additional paid-in-capital		690,585			690,038			689,579			689,807			691,453
Accumulated other comprehensive income (loss)		(153,719	)		(200,282	)		(168,721	)		(153,709	)		(173,460	)

9

 

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Retained earnings		569,937			560,945			547,336			510,021			502,909
Treasury stock, at cost		(131,482	)		(131,440	)		(131,529	)		(131,975	)		(133,487	)
Total Stockholders’ Equity		975,627			919,567			936,971			914,450			887,721
Total Liabilities and Stockholders’ Equity	$	8,625,949		$	8,562,876		$	8,616,211		$	8,562,316		$	8,455,342
(1) Includes PPP loans of:	$	469		$	526		$	577		$	791		$	1,143

10

 

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Consolidated Statements of Income (Unaudited)
Premier Financial Corp.
	Three Months Ended																Year Ended
(in thousands, except per share amounts)	12/31/23			9/30/23			6/30/23			3/31/23			12/31/22				12/31/23			12/31/22
Interest Income:
Loans	$	87,924		$	86,612		$	81,616		$	76,057		$	72,194			$	332,208		$	249,561
Investment securities		7,013			6,943			6,997			7,261			7,605				28,214			26,095
Interest-bearing deposits		740			652			641			444			444				2,478			831
FHLB stock dividends		621			690			905			394			482				2,610			1,225
Total interest income		96,298			94,897			90,159			84,156			80,725				365,510			277,712
Interest Expense:
Deposits		39,250			34,874			26,825			21,458			13,161				122,407			24,909
FHLB advances		3,328			4,597			8,217			5,336			3,941				21,479			6,550
Subordinated debentures		1,169			1,162			1,125			1,075			1,000				4,531			3,327
Notes Payable		-			-			-			-			4				-			5
Total interest expense		43,747			40,633			36,167			27,869			18,106				148,417			34,791
Net interest income		52,551			54,264			53,992			56,287			62,619				217,093			242,921
Provision (benefit) for credit losses - loans		2,143			245			1,410			3,944			3,020				7,742			12,503
Provision (benefit) for credit losses - unfunded      commitments		(382	)		(1,018	)		(870	)		(238	)		(246	)			(2,508	)		1,784
Total provision (benefit) for credit losses		1,761			(773	)		540			3,706			2,774				5,234			14,287
Net interest income after provision		50,790			55,037			53,452			52,581			59,845				211,859			228,634
Non-interest Income:
Service fees and other charges		6,761			6,947			7,190			6,428			6,632				27,325			25,853
Mortgage banking income		802			3,274			2,940			(274	)		(299	)			6,743			9,871
Gain (loss) on sale of non-mortgage loans		94			-			71			-			-				165			-
Gain (loss) on sale of available for sale securities		10			-			(7	)		34			1				37			1
Gain (loss) on equity securities		665			256			71			(1,445	)		1,209				(453	)		(551	)
Gain on sale of insurance agency		-			-			36,296			-			-				36,296			-
Insurance commissions		-			-			4,131			4,725			3,576				8,856			16,228
Wealth management income		1,791			1,509			1,537			1,485			1,582				6,322			5,828
Income from Bank Owned Life Insurance		1,532			1,050			1,015			1,417			984				5,014			3,946
Other non-interest income		134			217			102			92			543				544			984
Total Non-interest Income		11,789			13,253			53,346			12,462			14,228				90,849			62,160
Non-interest Expense:
Compensation and benefits		20,963			21,813			24,175			25,658			24,999				92,609			97,396
Occupancy		3,318			3,145			3,320			3,574			3,383				13,358			14,039
FDIC insurance premium		1,383			1,346			1,786			1,288			1,276				5,803			3,647
Financial institutions tax		761			989			961			852			795				3,563			4,110
Data processing		4,678			4,010			3,640			3,863			3,882				16,191			13,780
Amortization of intangibles		1,033			1,078			1,223			1,270			1,293				4,604			5,450
Transaction costs		-			-			3,652			-			-				3,652			-
Other non-interest expense		5,757			5,671			5,738			6,286			7,400				23,451			26,089
Total Non-interest Expense		37,893			38,052			44,495			42,791			43,028				163,231			164,511
Income before income taxes		24,686			30,238			62,303			22,252			31,045				139,477			126,283
Income tax expense		4,616			5,551			13,912			4,103			5,770				28,182			24,096

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Net Income	$	20,070		$	24,687		$	48,391		$	18,149		$	25,275			$	111,295		$	102,187
Earnings per common share:
Basic	$	0.56		$	0.69		$	1.35		$	0.51		$	0.71			$	3.11		$	2.86
Diluted	$	0.56		$	0.69		$	1.35		$	0.51		$	0.71			$	3.11		$	2.85
Average Shares Outstanding:
Basic		35,655			35,730			35,722			35,606			35,589				35,693			35,679
Diluted		35,772			35,794			35,800			35,719			35,790				35,781			35,809

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Premier Financial Corp.
Selected Quarterly Information
	Three Months Ended																Year Ended
(dollars in thousands, except per share data)	12/31/23			9/30/23			6/30/23			3/31/23			12/31/22				12/31/23			12/31/22
Summary of Operations
Tax-equivalent interest income (1)	$	96,340		$	94,951		$	90,226		$	84,260		$	80,889			$	365,777		$	278,526
Interest expense		43,747			40,633			36,167			27,869			18,106				148,417			34,791
Tax-equivalent net interest income (1)		52,593			54,318			54,059			56,391			62,783				217,360			243,735
Provision expense for credit losses		1,761			(773	)		540			3,706			2,774				5,234			14,287
Non-interest income (ex securities    gains/losses)		11,114			12,997			53,282			13,873			13,018				91,265			62,710
Core non-interest income (ex securities    gains/losses) (2)		11,114			12,997			16,986			13,873			13,018				54,969			62,710
Non-interest expense		37,893			38,052			44,495			42,791			43,028				163,231			164,511
Core non-interest expense (2)		37,893			38,052			40,843			42,791			43,028				159,579			164,511
Income tax expense		4,616			5,551			13,912			4,103			5,770				28,182			24,096
Net income		20,070			24,687			48,391			18,149			25,275				111,295			102,187
Core net income (2)		20,070			24,687			24,230			18,149			25,275				87,134			102,187
Tax equivalent adjustment (1)		42			54			67			104			164				267			814
At Period End
Total assets	$	8,625,949		$	8,562,876		$	8,616,211		$	8,562,316		$	8,455,342
Goodwill and intangibles		307,788			308,822			309,900			335,792			337,062
Tangible assets (3)		8,318,161			8,254,054			8,306,311			8,226,524			8,118,280
Earning assets		7,815,540			7,744,522			7,818,825			7,751,130			7,620,056
Loans		6,739,387			6,696,869			6,708,568			6,575,829			6,460,620
Allowance for loan losses		76,512			76,513			75,921			74,273			72,816
Deposits		7,143,046			7,065,639			6,994,432			6,774,031			6,906,719
Stockholders’ equity		975,627			919,567			936,971			914,450			887,721
Stockholders’ equity / assets		11.31	%		10.74	%		10.87	%		10.68	%		10.50	%
Tangible equity (3)		667,839			610,745			627,071			578,658			550,659
Tangible equity / tangible assets		8.03	%		7.40	%		7.55	%		7.03	%		6.78	%
Average Balances
Total assets	$	8,536,193		$	8,582,219		$	8,597,786		$	8,433,100		$	8,304,462			$	8,537,730		$	7,932,398
Earning assets		7,936,648			7,969,363			7,951,520			7,783,850			7,653,648				7,912,651			7,237,621
Loans		6,754,782			6,763,232			6,714,240			6,535,080			6,359,564				6,692,631			5,885,969
Deposits and interest-bearing liabilities		7,447,324			7,486,595			7,538,674			7,385,946			7,278,531				7,464,863			6,882,309
Deposits		7,098,265			7,045,827			6,799,605			6,833,521			6,773,382				6,945,308			6,533,539
Stockholders’ equity		930,835			939,456			921,441			901,587			875,287				923,454			927,534
Goodwill and intangibles		308,243			309,330			334,862			336,418			337,207				322,101			339,255

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Tangible equity (3)		622,592			630,126			586,579			565,169			538,080				601,353			588,279
Per Common Share Data
Earnings per share ("EPS") - Basic	$	0.56		$	0.69		$	1.35		$	0.51		$	0.71			$	3.11		$	2.86
EPS - Diluted		0.56			0.69			1.35			0.51			0.71				3.11			2.85
EPS - Core diluted (2)		0.56			0.69			0.68			0.51			0.71				2.44			2.85
Dividends Paid		0.31			0.31			0.31			0.31			0.30				1.24			1.20
Market Value:
High	$	24.87		$	22.89		$	21.01		$	27.80		$	30.51			$	27.99		$	32.52
Low		15.79			15.70			13.60			20.39			26.11				13.60			24.67
Close		24.10			17.06			16.02			20.73			26.97				24.10			26.97
Common Book Value		27.31			25.74			26.23			25.61			24.94
Tangible Common Book Value (3)		18.69			17.09			17.55			16.21			15.47
Shares outstanding, end of period (000s)		35,730			35,731			35,727			35,701			35,591
Performance Ratios (annualized)
Tax-equivalent net interest margin (1)		2.65	%		2.73	%		2.72	%		2.90	%		3.28	%			2.75	%		3.37	%
Return on average assets		0.93	%		1.14	%		2.26	%		0.86	%		1.21	%			1.30	%		1.29	%
Core return on average assets (2)		0.93	%		1.14	%		1.13	%		0.86	%		1.22	%			1.02	%		1.29	%
Return on average equity		8.55	%		10.43	%		21.06	%		8.07	%		11.46	%			12.05	%		11.02	%
Core return on average equity (2)		8.55	%		10.43	%		10.55	%		8.07	%		11.58	%			9.44	%		11.02	%
Return on average tangible equity		12.79	%		15.54	%		33.09	%		12.88	%		18.64	%			18.51	%		17.37	%
Core return on average tangible equity (2)		12.79	%		15.54	%		16.57	%		10.51	%		14.64	%			14.49	%		17.37	%
Efficiency ratio (4)		59.48	%		56.53	%		41.45	%		60.90	%		56.76	%			52.89	%		53.68	%
Core efficiency ratio (2)		59.48	%		56.53	%		57.49	%		60.90	%		56.76	%			58.60	%		53.68	%
Non-interest expenses / average assets		1.76	%		1.76	%		2.08	%		2.06	%		2.06	%			1.91	%		2.07	%
Core non-interest expenses / average assets		1.76	%		1.76	%		1.91	%		2.06	%		2.06	%			1.87	%		2.07	%
Effective tax rate		18.70	%		18.36	%		22.33	%		18.44	%		18.59	%			20.21	%		19.08	%
Common dividend payout ratio		55.36	%		44.93	%		22.96	%		60.78	%		42.25	%			39.87	%		42.11	%
(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 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.

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Premier Financial Corp.
Yield Analysis
(dollars in thousands)	Three Months Ended																		Year Ended
	12/31/23			9/30/23			6/30/23			3/31/23			12/31/22						12/31/23			12/31/22
Average Balances
Interest-earning assets:
Loans receivable (1)	$	6,754,782		$	6,763,232		$	6,714,240		$	6,535,080		$	6,359,564					$	6,692,631		$	5,885,969
Securities		1,121,231			1,137,730			1,155,451			1,190,359			1,236,511						1,150,966			1,258,901
Interest Bearing Deposits		36,761			38,210			36,730			35,056			29,884						36,698			70,917
FHLB stock		23,874			30,191			45,099			30,353			28,386						32,356			21,834
Total interest-earning assets		7,936,648			7,969,363			7,951,520			7,790,848			7,654,345			-			7,912,651			7,237,621
Non-interest-earning assets		599,545			612,856			646,266			642,252			650,117			-			625,079			694,777
Total assets	$	8,536,193		$	8,582,219		$	8,597,786		$	8,433,100		$	8,304,462					$	8,537,730		$	7,932,398
Deposits and Interest-bearing Liabilities:
Interest bearing deposits	$	5,541,498		$	5,490,945		$	5,195,727		$	5,078,510		$	4,901,412					$	5,328,389		$	4,741,827
FHLB advances and other		263,848			355,576			653,923			467,311			419,761						434,389			263,551
Subordinated debentures		85,211			85,179			85,146			85,114			85,084						85,163			85,036
Notes payable		-			13			-			-			304						3			183
Total interest-bearing liabilities		5,890,557			5,931,713			5,934,796			5,630,935			5,406,561						5,847,944			5,090,597
Non-interest bearing deposits		1,556,767			1,554,882			1,603,878			1,755,011			1,871,970						1,616,919			1,791,712
Total including non-interest-bearing deposits		7,447,324			7,486,595			7,538,674			7,385,946			7,278,531						7,464,863			6,882,309
Other non-interest-bearing liabilities		158,034			156,168			137,671			145,567			150,644						149,413			122,555
Total liabilities		7,605,358			7,642,763			7,676,345			7,531,513			7,429,175						7,614,276			7,004,864
Stockholders' equity		930,835			939,456			921,441			901,587			875,287						923,454			927,534
Total liabilities and stockholders' equity	$	8,536,193		$	8,582,219		$	8,597,786		$	8,433,100		$	8,304,462					$	8,537,730		$	7,932,398
IEAs/IBLs		135	%		134	%		134	%		138	%		142	%					135	%		142	%
Interest Income/Expense
Interest-earning assets:
Loans receivable (2)	$	87,929		$	86,618		$	81,622		$	76,063		$	72,201					$	332,231		$	249,586
Securities (2)		7,050			6,991			7,058			7,359			7,762						28,458			26,884
Interest Bearing Deposits		740			652			641			444			444						2,478			831
FHLB stock		621			690			905			394			482						2,610			1,225
Total interest-earning assets		96,340			94,951			90,226			84,260			80,889						365,777			278,526

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Deposits and Interest-bearing Liabilities:
Interest bearing deposits	$	39,250		$	34,874		$	26,825		$	21,458		$	13,161				$	122,407		$	24,909
FHLB advances and other		3,328			4,597			8,217			5,336			3,941					21,479			6,550
Subordinated debentures		1,169			1,162			1,125			1,075			1,001					4,531			3,327
Notes payable		-			-			-			-			3					-			5
Total interest-bearing liabilities		43,747			40,633			36,167			27,869			18,106					148,417			34,791
Non-interest bearing deposits		-			-			-			-			-					-			-
Total including non-interest-bearing deposits		43,747			40,633			36,167			27,869			18,106					148,417			34,791
Net interest income	$	52,593		$	54,318		$	54,059		$	56,391		$	62,783				$	217,360		$	243,735
Less: PPP income		(5	)		(4	)		(5	)		(6	)		(6	)				(20	)		(3,833	)
Less: Acquisition marks accretion		(252	)		(322	)		(380	)		(387	)		(554	)				(1,340	)		(2,606	)
Core net interest income	$	52,336		$	53,992		$	53,674		$	55,998		$	62,223				$	216,000		$	237,296
Annualized Average Rates
Interest-earning assets:
Loans receivable		5.21	%		5.12	%		4.86	%		4.66	%		4.54	%				4.96	%		4.24	%
Securities (3)		2.52	%		2.46	%		2.44	%		2.47	%		2.51	%				2.47	%		2.14	%
Interest Bearing Deposits		8.05	%		6.83	%		6.98	%		5.07	%		5.94	%				6.75	%		1.17	%
FHLB stock		10.40	%		9.14	%		8.03	%		5.19	%		6.79	%				8.07	%		5.61	%
Total interest-earning assets		4.86	%		4.77	%		4.54	%		4.33	%		4.23	%				4.62	%		3.85	%
Deposits and Interest-bearing Liabilities:
Interest bearing deposits		2.83	%		2.54	%		2.07	%		1.69	%		1.07	%				2.30	%		0.53	%
FHLB advances and other		5.05	%		5.17	%		5.03	%		4.57	%		3.76	%				4.94	%		2.49	%
Subordinated debentures		5.49	%		5.46	%		5.29	%		5.05	%		4.71	%				5.32	%		3.91	%
Notes payable	-			-			-			-				3.95	%				0.00	%		2.73	%
Total interest-bearing liabilities		2.97	%		2.74	%		2.44	%		1.98	%		1.34	%				2.54	%		0.68	%
Non-interest bearing deposits	-			-			-			-			-					-			-
Total including non-interest-bearing deposits		2.35	%		2.17	%		1.92	%		1.51	%		1.00	%				1.99	%		0.51	%
Net interest spread		1.89	%		2.03	%		2.10	%		2.35	%		2.89	%				2.08	%		3.17	%
Net interest margin (4)		2.65	%		2.73	%		2.72	%		2.90	%		3.28	%				2.75	%		3.37	%
Core net interest margin (4)		2.64	%		2.71	%		2.70	%		2.88	%		3.25	%				2.73	%		3.28	%

16

 

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(1) Includes average PPP loans of:	$	495		$	553		$	673		$	965		$	1,160				$	670		$	12,102
(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. Core net interest margin represents net interest margin excluding PPP and acquisition marks accretion.

17

 

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Premier Financial Corp.
Deposits and Liquidity
(dollars in thousands)
	As of and for the Three Months Ended
	12/31/23			9/30/23			6/30/23			3/31/23			12/31/22
Ending Balances
Non-interest-bearing demand deposits	$	1,591,979		$	1,545,595		$	1,573,837		$	1,649,726		$	1,869,509
Savings deposits		677,679			709,938			748,392			775,186			797,376
Interest-bearing demand deposits		565,757			580,069			594,325			646,329			653,960
Money market account deposits		1,374,526			1,279,551			1,282,721			1,342,451			1,493,729
Time deposits		998,002			925,353			904,717			856,720			768,678
Public funds, ICS and CDARS deposits		1,593,159			1,632,952			1,477,203			1,348,750			1,179,759
Brokered deposits		341,944			392,181			413,237			154,869			143,708
Total deposits	$	7,143,046		$	7,065,639		$	6,994,432		$	6,774,031		$	6,906,719
Average Balances
Non-interest-bearing demand deposits	$	1,556,767		$	1,554,882		$	1,603,878		$	1,755,011		$	1,871,970
Savings deposits		691,295			728,545			762,074			782,215			806,653
Interest-bearing demand deposits		557,210			575,744			603,572			637,423			651,685
Money market account deposits		1,331,623			1,278,381			1,311,177			1,430,905			1,418,549
Time deposits		959,420			912,579			872,991			825,652			685,453
Public funds, ICS and CDARS deposits		1,614,339			1,573,213			1,399,749			1,232,230			1,235,772
Brokered deposits		387,611			422,483			246,164			170,085			103,300
Total deposits	$	7,098,265		$	7,045,827		$	6,799,605		$	6,833,521		$	6,773,382
Average Rates
Non-interest-bearing demand deposits		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Savings deposits		0.03	%		0.03	%		0.02	%		0.02	%		0.02	%
Interest-bearing demand deposits		0.13	%		0.11	%		0.10	%		0.07	%		0.07	%
Money market account deposits		2.65	%		2.02	%		1.73	%		1.54	%		0.81	%
Time deposits		3.15	%		2.68	%		2.27	%		1.83	%		1.05	%
Public funds, ICS and CDARS deposits		4.30	%		4.18	%		3.71	%		3.32	%		2.41	%
Brokered deposits		5.46	%		5.36	%		4.92	%		4.19	%		3.32	%
Total deposits		2.21	%		1.98	%		1.58	%		1.26	%		0.78	%
Other Deposits Data
Loans/Deposits Ratio		94.3	%		94.8	%		95.9	%		97.1	%		93.5	%
Uninsured deposits %		33.1	%		32.8	%		31.5	%		32.3	%		35.3	%
Adjusted uninsured deposits % (1)		18.9	%		17.7	%		17.3	%		19.6	%		22.2	%
Top 20 depositors %		13.9	%		14.1	%		12.4	%		12.1	%		5.4	%
Public funds %		17.9	%		18.8	%		17.5	%		16.5	%		14.8	%
Average account size (excluding brokered)	$	26.9		$	27.1		$	26.7		$	27.0		$	27.8
Securities Data
Held-to-maturity (HTM) at fair value	$	-		$	-		$	-		$	-		$	-
Available-for-sale (AFS) at fair value (2)		946,708			911,184			961,123			998,128			1,040,081
Equity investment at fair value (3)		5,773			5,860			6,458			6,387			7,832
Total securities at fair value	$	952,481		$	917,044		$	967,581		$	1,004,515		$	1,047,913
Cash+Securities/Assets		12.4	%		12.1	%		12.6	%		13.6	%		13.9	%

18

 

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Projected AFS cash flow in next 12 months	$	69,067		$	66,495		$	64,687		$	73,184		$	73,319
AFS average life (years)		6.2			6.5			6.5			6.4			6.5
Liquidity Sources
Cash and cash equivalents	$	114,756		$	117,497		$	121,727		$	157,027		$	128,160
Unpledged securities at fair value		314,385			280,916			298,471			211,468			288,134
FHLB borrowing capacity		1,336,707			1,311,091			1,542,459			1,358,650			1,528,978
Brokered deposits		513,767			316,697			288,719			524,889			549,370
Bank and parent lines of credit		70,000			70,000			70,000			70,000			70,000
Federal Reserve - Discount Window and BTFP (4)		620,518			471,395			491,141			129,918			44,471
Total	$	2,970,133		$	2,567,596		$	2,812,517		$	2,451,952		$	2,609,113
Total liquidity to adjusted uninsured deposits ratio		218.3	%		204.0	%		230.5	%		183.2	%		168.9	%
(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 borrowing capacity related to unpledged securities at par value in excess of fair value under Bank Term Funding Program.

19

 

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Premier Financial Corp.
Loans and Capital
(dollars in thousands)
	12/31/23			9/30/23			6/30/23			3/31/23			12/31/22
Loan Portfolio Composition
Residential real estate	$	1,810,265		$	1,797,676		$	1,711,632		$	1,624,331		$	1,535,574
Residential real estate construction		28,794			51,637			111,708			141,209			176,737
Total residential loans		1,839,059			1,849,313			1,823,340			1,765,540			1,712,311
Commercial real estate		2,839,905			2,820,410			2,848,410			2,813,441			2,762,311
Commercial construction		528,563			502,502			472,328			440,510			428,743
Commercial excluding PPP		1,056,334			1,038,939			1,068,795			1,060,351			1,054,037
Core commercial loans (1)		4,424,802			4,361,851			4,389,533			4,314,302			4,245,091
Consumer direct/indirect		193,830			203,800			210,390			212,299			213,405
Home equity and improvement lines		267,960			269,053			272,792			271,676			277,613
Total consumer loans		461,790			472,853			483,182			483,975			491,018
Deferred loan origination fees		13,267			12,326			11,936			11,221			11,057
Core loans (1)		6,738,918			6,696,343			6,707,991			6,575,038			6,459,477
PPP loans		469			526			577			791			1,143
Total loans	$	6,739,387		$	6,696,869		$	6,708,568		$	6,575,829		$	6,460,620
Loans held for sale	$	145,641		$	135,218		$	128,079		$	119,631		$	115,251
Core residential loans (1)		1,984,700			1,984,531			1,951,419			1,885,171			1,827,562
Total loans including loans held for sale but excluding PPP		6,884,559			6,831,561			6,836,070			6,694,669			6,574,728
Undisbursed construction loan funds - residential	$	72,748		$	82,689		$	102,198		$	157,934		$	209,306
Undisbursed construction loan funds - commercial		208,718			284,610			353,455			446,294			463,469
Undisbursed construction loan funds - total		281,466			367,299			455,653			604,228			672,775
Total construction loans including undisbursed funds	$	838,823		$	921,438		$	1,039,689		$	1,185,947		$	1,278,255
Gross loans (2)	$	7,007,586		$	7,051,842		$	7,152,285		$	7,168,836		$	7,122,338
Fixed rate loans %		49.3	%		49.8	%		49.8	%		49.5	%		48.8	%
Floating rate loans %		15.6	%		15.8	%		15.9	%		13.4	%		14.3	%
Adjustable rate loans repricing within 1 year %		3.4	%		2.9	%		1.5	%		2.0	%		2.6	%
Adjustable rate loans repricing over 1 year %		31.7	%		31.5	%		32.8	%		35.1	%		34.3	%
Commercial Real Estate Loans Composition
Non owner occupied excluding office	$	1,027,801		$	1,023,585		$	1,012,400		$	947,442		$	934,760
Non owner occupied office		205,302			207,869			225,046			220,668			222,300
Owner occupied excluding office		653,849			597,303			603,650			609,203			578,514
Owner occupied office		113,679			106,761			107,240			109,014			108,087
Multifamily		642,651			627,602			633,909			661,996			660,823
Agriculture land		121,544			119,710			123,104			122,384			125,384
Other commercial real estate		75,079			137,580			143,061			142,734			132,443
Total commercial real estate loans	$	2,839,905		$	2,820,410		$	2,848,410		$	2,813,441		$	2,762,311

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Capital Balances
Total equity	$	975,627		$	919,567		$	936,971		$	914,450		$	887,721
Less: Regulatory goodwill and intangibles		302,706			303,740			304,818			330,711			331,981
Less: Accumulated other comprehensive income/(loss) ("AOCI")		(153,719	)		(200,282	)		(168,721	)		(153,709	)		(173,460	)
Common equity tier 1 capital ("CET1")		826,640			816,109			800,874			737,448			729,200
Add: Tier 1 subordinated debt		35,000			35,000			35,000			35,000			35,000
Tier 1 capital		861,640			851,109			835,874			772,448			764,200
Add: Regulatory allowances		80,231			80,791			80,812			80,003			78,780
Add: Tier 2 subordinated debt		50,000			50,000			50,000			50,000			50,000
Total risk-based capital	$	991,871		$	981,900		$	966,686		$	902,451		$	892,980
Total risk-weighted assets	$	7,062,671		$	7,329,471		$	7,381,940		$	7,370,704		$	7,355,979
Capital Ratios
CET1 Ratio		11.70	%		11.13	%		10.85	%		10.01	%		9.91	%
CET1 Ratio including AOCI		9.53	%		8.40	%		8.56	%		7.92	%		7.55	%
Tier 1 Capital Ratio		12.20	%		11.61	%		11.32	%		10.48	%		10.39	%
Tier 1 Capital Ratio including AOCI		10.02	%		8.88	%		9.04	%		8.39	%		8.03	%
Total Capital Ratio		14.04	%		13.39	%		13.10	%		12.24	%		12.14	%
Total Capital Ratio including AOCI		11.87	%		10.66	%		10.81	%		10.16	%		9.78	%
(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.

21

 

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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
December 31, 2023
One to four family residential real estate	$	1,810,265		$	1,785,935		$	9,429			0.52	%	$	14,901			0.82	%
Construction		838,823			838,715			108			0.01	%		-			0.00	%
Commercial real estate		2,839,905			2,833,233			475			0.02	%		6,197			0.22	%
Commercial		1,056,803			1,045,185			2,623			0.25	%		8,995			0.85	%
Home equity and improvement		267,960			263,134			2,887			1.08	%		1,939			0.72	%
Consumer finance		193,830			185,041			5,330			2.75	%		3,459			1.78	%
Gross loans	$	7,007,586		$	6,951,243		$	20,852			0.30	%	$	35,491			0.51	%
September 30, 2023
One to four family residential real estate	$	1,797,676		$	1,778,106		$	7,857			0.44	%	$	11,713			0.65	%
Construction		921,438			921,438			-			0.00	%		-			0.00	%
Commercial real estate		2,820,410			2,809,421			24			0.00	%		10,965			0.39	%
Commercial		1,039,465			1,025,632			1,670			0.16	%		12,163			1.17	%
Home equity and improvement		269,053			263,806			3,471			1.29	%		1,776			0.66	%
Consumer finance		203,800			196,754			4,200			2.06	%		2,846			1.40	%
Gross loans	$	7,051,842		$	6,995,157		$	17,222			0.24	%	$	39,463			0.56	%
December 31, 2022
One to four family residential real estate	$	1,535,574		$	1,520,074		$	6,792			0.44	%	$	8,708			0.57	%
Construction		1,278,255			1,277,818			437			0.03	%		-			0.00	%
Commercial real estate		2,762,311			2,747,539			1,205			0.04	%		13,567			0.49	%
Commercial		1,055,180			1,047,829			497			0.05	%		6,854			0.65	%
Home equity and improvement		277,613			270,138			5,216			1.88	%		2,259			0.81	%
Consumer finance		213,405			206,779			4,192			1.96	%		2,434			1.14	%
Gross loans	$	7,122,338		$	7,070,177		$	18,339			0.26	%	$	33,822			0.47	%
Loan Risk Ratings Information
(dollars in thousands)	Total Balance			Pass Rated			Special Mention			% of Total			Classified			% of Total
December 31, 2023
One to four family residential real estate	$	1,800,383		$	1,785,839		$	594			0.03	%	$	13,950			0.77	%
Construction		838,823			831,333			7,490			0.89	%		-			0.00	%
Commercial real estate		2,837,865			2,760,804			50,784			1.79	%		26,277			0.93	%
Commercial		1,054,834			975,264			57,634			5.46	%		21,936			2.08	%
Home equity and improvement		266,082			264,664			-			0.00	%		1,418			0.53	%
Consumer finance		193,626			190,393			-			0.00	%		3,233			1.67	%
PCD loans		15,973			12,899			197			1.23	%		2,877			18.01	%

22

 

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Gross loans	$	7,007,586		$	6,821,196		$	116,699			1.67	%	$	69,691			0.99	%
September 30, 2023
One to four family residential real estate	$	1,786,659		$	1,775,530		$	422			0.02	%	$	10,707			0.60	%
Construction		921,438			913,605			7,833			0.85	%		-			0.00	%
Commercial real estate		2,819,121			2,738,398			54,523			1.93	%		26,200			0.93	%
Commercial		1,034,943			982,927			31,930			3.09	%		20,086			1.94	%
Home equity and improvement		267,106			265,975			-			0.00	%		1,131			0.42	%
Consumer finance		203,584			200,965			-			0.00	%		2,619			1.29	%
PCD loans		18,991			13,374			2,814			14.82	%		2,803			14.76	%
Gross loans	$	7,051,842		$	6,890,774		$	97,522			1.38	%	$	63,546			0.90	%
December 31, 2022
One to four family residential real estate	$	1,524,029		$	1,514,719		$	935			0.06	%	$	8,375			0.55	%
Construction		1,278,255			1,278,255			-			0.00	%		-			0.00	%
Commercial real estate		2,760,766			2,694,443			46,029			1.67	%		20,294			0.74	%
Commercial		1,050,122			1,016,973			26,319			2.51	%		6,830			0.65	%
Home equity and improvement		275,204			273,613			-			0.00	%		1,591			0.58	%
Consumer finance		213,131			210,760			-			0.00	%		2,371			1.11	%
PCD loans		20,831			13,904			2,590			12.43	%		4,337			20.82	%
Gross loans	$	7,122,338		$	7,002,667		$	75,873			1.07	%	$	43,798			0.61	%

23

 

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Premier Financial Corp.
Mortgage and Credit Information
(dollars in thousands)
	As of and for the Three Months Ended																Year Ended
Mortgage Banking Summary	12/31/23			9/30/23			6/30/23			3/31/23			12/31/22				12/31/23			12/31/22
Revenue from sales and servicing of mortgage loans:
Mortgage banking gains, net	$	439		$	2,584		$	2,242		$	(837	)	$	(1,285	)		$	4,429		$	5,787
Mortgage loan servicing revenue (expense):
Mortgage loan servicing revenue		1,844			1,850			1,845			1,888			1,862				7,427			7,464
Amortization of mortgage servicing rights		(1,257	)		(1,291	)		(1,277	)		(1,219	)		(1,271	)			(5,044	)		(5,399	)
Mortgage servicing rights valuation adjustments		(224	)		131			130			(106	)		396				(69	)		2,019
		363			690			698			563			987				2,314			4,084
Total revenue from sale/servicing of mortgage loans	$	802		$	3,274		$	2,940		$	(274	)	$	(298	)		$	6,743		$	9,871
Mortgage servicing rights:
Balance at beginning of period	$	20,174		$	20,823		$	21,447		$	21,858		$	21,915			$	21,858		$	22,244
Loans sold, servicing retained		535			642			653			808			1,214				2,638			5,013
Amortization		(1,257	)		(1,291	)		(1,277	)		(1,219	)		(1,271	)			(5,044	)		(5,399	)
Balance at end of period		19,452			20,174			20,823			21,447			21,858				19,452			21,858
Valuation allowance:
Balance at beginning of period		(532	)		(663	)		(793	)		(687	)		(1,083	)			(687	)		(2,706	)
Impairment recovery (charges)		(224	)		131			130			(106	)		396				(69	)		2,019
Balance at end of period		(756	)		(532	)		(663	)		(793	)		(687	)			(756	)		(687	)
Net carrying value at end of period	$	18,696		$	19,642		$	20,160		$	20,654		$	21,171			$	18,696		$	21,171
Allowance for credit losses - loans
Beginning allowance	$	76,513		$	75,921		$	74,273		$	72,816		$	70,626			$	72,816		$	66,468
Provision (benefit) for credit losses - loans		2,143			245			1,410			3,944			3,020				7,742			12,503
Net recoveries (charge-offs)		(2,144	)		347			238			(2,487	)		(830	)			(4,046	)		(6,155	)
Ending allowance	$	76,512		$	76,513		$	75,921		$	74,273		$	72,816			$	76,512		$	72,816
Total loans	$	6,739,387		$	6,696,869		$	6,708,568		$	6,575,829		$	6,460,620
Less: PPP loans		(469	)		(526	)		(577	)		(791	)		(1,143	)
Total loans ex PPP	$	6,738,918		$	6,696,343		$	6,707,991		$	6,575,038		$	6,459,477
Allowance for credit losses (ACL)	$	76,512		$	76,513		$	75,921		$	74,273		$	72,816
Add: Unaccreted purchase accounting marks		1,160			1,526			1,901			2,301			2,706
Adjusted ACL	$	77,672		$	78,039		$	77,822		$	76,574		$	75,522

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ACL/Loans		1.14	%		1.14	%		1.13	%		1.13	%		1.13	%
Adjusted ACL/Loans ex PPP		1.15	%		1.17	%		1.16	%		1.16	%		1.17	%
Credit Quality
Total non-performing loans (1)	$	35,491		$	39,463		$	36,991		$	34,377		$	33,822
Real estate owned (REO)		243			387			561			393			619
Total non-performing assets (2)	$	35,734		$	39,850		$	37,552		$	34,770		$	34,441
Net charge-offs (recoveries)		2,144			(347	)		(238	)		2,487			830
Allowance for credit losses / non-performing assets		214.12	%		192.00	%		202.18	%		213.61	%		211.42	%
Allowance for credit losses / non-performing loans		215.58	%		193.89	%		205.24	%		216.05	%		215.29	%
Non-performing assets / loans plus REO		0.53	%		0.60	%		0.56	%		0.53	%		0.53	%
Non-performing assets / total assets		0.41	%		0.47	%		0.44	%		0.41	%		0.41	%
Net charge-offs (recoveries) / average loans		0.13	%		-0.02	%		-0.01	%		0.15	%		0.05	%
Net charge-offs (recoveries) / average loans LTM		0.06	%		0.04	%		0.14	%		0.14	%		0.10	%
(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.

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Premier Financial Corp.
Non-GAAP Reconciliations
	Three Months Ended																Year Ended
(In thousands, except per share and ratio data)	12/31/23			9/30/23			6/30/23			3/31/23			12/31/22				12/31/23			12/31/22
Total non-interest expenses	$	37,893		$	38,052		$	44,495		$	42,791		$	43,028			$	163,231		$	164,511
Less: Transaction costs (pre-tax)		-			-			3,652			-			-				3,652			-
Core non-interest expenses	$	37,893		$	38,052		$	40,843		$	42,791		$	43,028			$	159,579		$	164,511
Average total assets	$	8,536,193		$	8,582,219		$	8,597,786		$	8,433,100		$	8,304,462			$	8,537,730		$	7,932,398
Core non-interest expenses / average assets		1.76	%		1.76	%		1.91	%		2.06	%		2.06	%			1.87	%		2.07	%
Non-interest income	$	11,789		$	13,253		$	53,346		$	12,462		$	14,228			$	90,849		$	62,160
Less: Gain on sale of insurance agency (pre-tax)		-			-			36,296			-			-				36,296			-
Core non-interest income	$	11,789		$	13,253		$	17,050		$	12,462		$	14,228			$	54,553		$	62,160
Less: Securities gains (losses)		675			256			64			(1,411	)		1,210				(416	)		(550	)
Core non-interest income (ex securities gains/losses)	$	11,114		$	12,997		$	16,986		$	13,873		$	13,018			$	54,969		$	62,710
Tax-equivalent net interest income	$	52,593		$	54,318		$	54,059		$	56,391		$	62,783			$	217,360		$	243,735
Core non-interest income (ex securities gains/losses)		11,114			12,997			16,986			13,873			13,018				54,969			62,710
Total core revenues		63,707			67,315			71,045			70,264			75,801				272,329			306,445
Core non-interest expenses	$	37,893		$	38,052		$	40,843		$	42,791		$	43,028			$	159,579		$	164,511
Core efficiency ratio		59.48	%		56.53	%		57.49	%		60.90	%		56.76	%			58.60	%		53.68	%
Income (loss) before income taxes	$	24,686		$	30,238		$	62,303		$	22,252		$	31,045			$	139,477		$	126,283
Add: Provision (benefit) for credit losses		1,761			(773	)		540			3,706			2,774				5,234			14,287
Pre-tax pre-provision income		26,447			29,465			62,843			25,958			33,819				144,711			140,570
Add: Transaction costs (pre-tax)		-			-			3,652			-			-				3,652			-
Less: Gain on sale of insurance agency (pre-tax)		-			-			36,296			-			-				36,296			-

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Core pre-tax pre-provision income	$	26,447		$	29,465		$	30,199		$	25,958		$	33,819			$	112,067		$	140,570
Average total assets	$	8,536,193		$	8,582,219		$	8,597,786		$	8,433,100		$	8,304,462			$	8,537,730		$	7,932,398
Core pre-tax pre-provision return on average assets		1.23	%		1.36	%		1.41	%		1.25	%		1.62	%			1.31	%		1.77	%
Net income (loss)	$	20,070		$	24,687		$	48,391		$	18,149		$	25,275			$	111,295		$	102,187
Less: Gain on sale of insurance agency (pre-tax)		-			-			36,296			-			-				36,296			-
Add: Transaction costs (pre-tax)		-			-			3,652			-			-				3,652			-
Add: Tax impact of sale transaction		-			-			8,483			-			-				8,483			-
Core net income	$	20,070		$	24,687		$	24,230		$	18,149		$	25,275			$	87,134		$	102,187
Diluted shares - Reported		35,772			35,794			35,800			35,719			35,790				35,781			35,809
Core diluted EPS	$	0.56		$	0.69		$	0.68		$	0.51		$	0.71			$	2.44		$	2.85
Average total assets	$	8,536,193		$	8,582,219		$	8,597,786		$	8,433,100		$	8,304,462			$	8,537,730		$	7,932,398
Core return on average assets		0.93	%		1.14	%		1.13	%		0.87	%		1.21	%			1.02	%		1.29	%
Average total equity	$	930,835		$	939,456		$	921,441		$	901,587		$	875,287			$	923,454		$	927,534
Core return on average equity		8.55	%		10.43	%		10.55	%		8.16	%		11.46	%			9.44	%		11.02	%
Average total tangible equity	$	622,592		$	630,126		$	586,579		$	565,169		$	538,080			$	601,353		$	588,279
Core return on average tangible equity		12.79	%		15.54	%		16.57	%		13.02	%		18.64	%			14.49	%		17.37	%

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Document And Entity Information	Jan. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 23, 2024
Entity Registrant Name	Premier Financial Corp.
Entity Central Index Key	0000946647
Entity Emerging Growth Company	false
Entity File Number	0-26850
Entity Incorporation, State or Country Code	OH
Entity Tax Identification Number	34-1803915
Entity Address, Address Line One	601 Clinton Street
Entity Address, City or Town	Defiance
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43512
City Area Code	419
Local Phone Number	785-8700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $0.01 Per Share
Trading Symbol	PFC
Security Exchange Name	NASDAQ

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