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.