8-K

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): July 28, 2020

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 No.)

(IRS Employer

I.D. No.)

601 Clinton Street,

Defiance, Ohio 43512

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (419) 782-5015

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	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

Name of each exchange

on which registered

Common Stock, Par Value $0.01 Per Share

PFC

The NASDAQ Stock Market

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. ☐

Section 2 – Financial Information.

Item 2.02

Results of Operations and Financial Condition.

On July 28, 2020, Premier Financial Corp. (“Premier”) issued a press release regarding its earnings for the quarter ended June 30, 2020. A copy of the press release is attached as Exhibit 99.1.

Premier is also including a copy of its investor presentation that will be used by management and referenced during the earnings conference call scheduled for July 29, 2020. A copy of the presentation is included in this attached as Exhibit 99.2.

The information set forth in this Current Report on Form 8-K (including the information in Exhibits 99.1 and 99.2 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.

Section 9 – Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

99.1		Press Release, dated July 28, 2020
99.2		Investor Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


PREMIER FINANCIAL CORP.

By:		/s/ Donald P. Hileman
		Donald P. Hileman
		Chief Executive Officer

Date: July 29, 2020

EX-99.1

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

PREMIER FINANCIAL CORP. ANNOUNCES RECORD

QUARTERLY EARNINGS FOR SECOND QUARTER 2020

Second Quarter 2020 Highlights

•

Net income of $29.1 million, or $30.7 million excluding merger-related expenses, compared to $12.2 million for 2019 second quarter

•

Earnings per share of $0.78, or $0.82 excluding merger-related expenses, compared to $0.61 for 2019 second quarter

•

Allowance to Loans ratio of 1.62%, or 1.76% excluding PPP loans

•

Loan growth of $343 million, or 6.7% quarterly growth

•

Deposit growth of $766 million, or 15.3% quarterly growth

•

Pre-tax pre-provision ROAA of 2.26%, or 2.38% excluding merger-related expenses, compared to 1.89% for 2019 second quarter

•

Efficiency ratio of 48.96%, or 46.26% excluding merger-related expenses, compared to 61.22% for 2019 second quarter

•

Quarterly dividend of $0.22 per share, up 15.8% from 2019 second quarter

DEFIANCE, OHIO (July 28, 2020) – Premier Financial Corp. (NASDAQ: PFC) (“Premier” or the “Company”) announced today second quarter results including solid core profitability and a 15.8% increase in its year-over-year dividend. On a GAAP basis, net income for the second quarter of 2020 was $29.1 million, or $0.78 per diluted common share, compared to income of $12.2 million, or $0.61 per diluted common share, for the second quarter of 2019. Net income for the six months ended June 30, 2020, was $6.6 million, or $0.19 per diluted common share, compared to $23.7 million, or $1.19 per diluted common share, for the six months ended June 30, 2019. The six months’ year-over-year comparison is substantially impacted by the acquisition of United Community Financial Corp. (“UCFC”) with the current year’s provision expense of $48.2 million, which included $25.9 million related to acquisition accounting for an after-tax cost of $20.5 million, or $0.59 per diluted common share. The first half of 2019 included a provision expense of $495,000, which had an after-tax cost of $391,000, or $0.02 per diluted common share, and no acquisition impact. Additionally, the current year’s six month results include the impact of $13.6 million of acquisition-related charges, which had an after-tax cost of $11.1 million, or $0.32 per diluted common share. Excluding the impact of the acquisition-related provision and charges, earnings for the first half of 2020 were $38.2 million, or $1.11 per diluted common share.

“Strong non-interest income performance and operating efficiency led to record quarterly results for the second quarter,” said Donald P. Hileman, CEO of Premier. “We are very pleased by our ability to generate solid profitability for our shareholders while supporting the communities we serve. We happily participated in the PPP program while also conducting loan deferrals for both commercial and retail customers to help them during this difficult and uncertain time.”

Integration update

As previously announced, on January 31, 2020, the Company completed the strategic merger of equals with UCFC under which UCFC merged into Premier in a stock-for-stock transaction. The year-over-year comparison of Company results is substantially impacted by the UCFC merger, with 2020 second quarter and year-to-date results including three and five months of operations from UCFC, respectively, compared to none for the comparable periods in 2019. In June, the Company launched its newly designed logo and brand identity for Premier Financial Corp. and Premier Bank. The new tagline “Powered by People” honors the longstanding commitment both organizations have to their customers, communities and employees. In July, Premier Bank successfully completed its core systems conversion. The integration of teams, systems and processes for the combined organization is occurring as expected.

“We achieved a significant milestone with the successful completion of our core systems conversion on July 13, 2020,” said Gary M. Small, President of Premier. “We are very proud of the hard work and dedication exhibited by the Premier team to help us accomplish our integration goals especially during a pandemic. It truly shows how we are ‘Powered by People’.”

Business Client Support Efforts

As a part of the CARES Act, the Small Business Administration (“SBA”) created the Paycheck Protection Program (“PPP”) to provide small businesses with loans as a direct incentive to keep their workers on the payroll. Premier Bank actively participated in the PPP program for clients and made 2,758 loans for a total of $434 million as of June 30, 2020. Total gross fees for these loans totaled $14.5 million. We recognized $823,000 as loan interest income during the second quarter.

Net interest income up compared to second quarter of 2019

Net interest income of $54.3 million in the second quarter of 2020 was up from $29.0 million in the second quarter of 2019. The increase over the prior year’s second quarter was attributable to organic growth and three months of income from UCFC compared to none in 2019. Net interest margin was 3.51% for the second quarter of 2020, down from 3.78% in the first quarter of 2020, and down from 4.03% in the second quarter of 2019. Yield on interest earning assets decreased to 4.04% in the second quarter of 2020, down 50 basis points from 4.54% in the first quarter of 2020. Total cost of funds decreased 26 basis points in the second quarter of 2020 to 0.55% from 0.81% in the first quarter of 2020 while the total cost of interest-bearing liabilities decreased 29 basis points to 0.72% from 1.01%. The 2020 second quarter results include the impact of acquisition marks and related accretion for the UCFC acquisition. Interest income includes $2.2 million of accretion and interest expense includes $1.5 million of accretion, which combined added 24 basis points of net interest margin. The second quarter results also include the impact of PPP loans. Interest income includes $1.6 million on average balances of $298.2 million, which reduced net interest margin by six basis points. Excluding the impact of acquisition marks and PPP loans, net interest margin would be 3.34% for the second quarter of 2020 compared to 3.68% for first quarter of 2020 excluding the impact of acquisition marks.

“We are pleased with the continued growth of net interest income despite the margin compression,” said Hileman. “The PPP loans drove loan growth in the quarter and represented a significant effort by the team. While the low-yielding nature of these assets reduce margin, we recognize the needs of our clients and communities and are glad to have been able to provide support through this program.”

Non-interest income up from second quarter of 2019

Premier’s non-interest income in the second quarter of 2020 was $23.0 million compared with $10.5 million in the second quarter of 2019. Results for the second quarter of 2020 included three months of income from UCFC compared to none in 2019.

Mortgage banking income increased to $9.9 million in the second quarter of 2020 from $2.1 million in the second quarter of 2019. Gains from the sale of mortgage loans increased to $11.5 million in the second quarter of 2020 from $1.8 million in the second quarter of 2019. Saleable originations were $305.7 million in the second quarter of 2020 compared to $66.4 million in the second quarter of 2019. Mortgage loan servicing revenue increased to $1.9 million in the second quarter of 2020 from $0.9 million in the second quarter of 2019. Amortization of mortgage servicing rights increased to $2.2 million in the second quarter of 2020 from $0.4 million in the second quarter of 2019. Premier had a negative change in the valuation adjustment in mortgage servicing assets of $1.4 million in the second quarter of 2020 compared with a negative adjustment of $0.2 million in the second quarter of 2019. The year-over-year change for the second quarter is primarily due to increased prepay speeds in the current down rate environment.

For the second quarter of 2020, service fees and other charges were $5.6 million, up from $3.3 million in the second quarter of 2019. Commissions from the sale of insurance products were $4.0 million, up from $3.6 million in the second quarter of 2019. Beginning with the second quarter of 2020, Premier began to report wealth management income, which represents trust income plus income for brokerage and financial advisory services that were previously reported in other non-interest income. Prior period amounts have been restated for consistency. Wealth management income was $1.8 million in the second quarter of 2020, up from $0.7 million in the second quarter of 2019.

“Each of our non-interest income business lines positively contributed to profitability and earnings,” said Hileman. “Mortgage banking was especially strong, including $11.5 million of gains on sale. These results helped emphasize the value of our diverse revenue sources and the ability to hedge against net interest margin compression.”

Non-interest expenses up from second quarter of 2019

Total non-interest expense was $38.0 million in the second quarter of 2020, or $35.9 million excluding $2.1 million of acquisition related charges, up from $24.2 million in the second quarter of 2019. Results for the second quarter of 2020 included three months of expenses from UCFC compared to none in 2019. Compensation and benefits increased to $19.6 million in the second quarter of 2020, compared to $14.4 million in the second quarter of 2019. Occupancy expense was $4.1 million in the second quarter of 2020, up from $2.3 million in the second quarter of 2019. Data processing cost was $3.8 million in the second quarter of 2020, up from $2.3 million in the second quarter of 2019. Amortization of intangibles was $1.8 million in the second quarter of 2020, up from $0.3 million in the second quarter of 2019. Other non-interest expense was $5.0 million in the second quarter of 2020, up from $4.3 million in the second quarter of 2019.

Credit quality

Non-performing loans totaled $39.5 million at June 30, 2020, an increase from $32.6 million at March 31, 2020, and an increase from $15.3 million at June 30, 2019, due to the UCFC merger. In addition, Premier had $0.5 million of OREO at June 30, 2020, compared to none at June 30, 2019. Accruing troubled debt restructured loans were $7.9 million at June 30, 2020, compared with $10.3 million at June 30, 2019.

On January 1, 2020, Premier adopted the Current Expected Credit Loss model of accounting for credit losses. This new GAAP model, which replaces the former incurred loss model, requires entities to estimate credit losses over the life of an asset or off-balance sheet exposure. Beginning with the second quarter of 2020, Premier began to report total provision for credit losses inclusive of amounts related to off-balance sheet unfunded commitments, which were previously reported in other non-interest expenses. Prior period amounts have been restated for consistency.

The 2020 second quarter results include net loan recoveries of $828,000 and a total provision expense of $1.9 million compared with net loan recoveries of $488,000 and a total provision expense of $197,000 for the same period in 2019. The allowance for credit loss on loans as a percentage of total loans was 1.62% at June 30, 2020, or 1.76% excluding PPP loans, compared with 1.68% at March 31, 2020, and 1.10% at June 30, 2019. The year-over-year increase in the provision expense and allowance percentage is primarily attributable to the impact of the economic deterioration that began in the first quarter of 2020 as a result of the COVID-19 pandemic. As of June 30, 2020, Premier Bank had issued pandemic related deferrals for $740 million of commercial loans and $73 million of retail loans.

“We continued to build our reserves during this time of economic downturn,” said Paul D. Nungester, CFO of Premier. “Including the purchase accounting marks from the UCFC acquisition, our coverage ratio of allowance to loans is 2.05%, excluding PPP loans. Coupled with our solid capital levels, we believe this puts us in a positon of strength during the current uncertain credit cycle.”

Year-To-Date Results

For the six-month period ended June 30, 2020, net income totaled $6.6 million, or $0.19 per diluted common share, compared to $23.7 million, or $1.19 per diluted common share for the six months ended June 30, 2019. Results for the first half of 2020 included five months of income and expenses from UCFC compared to none in 2019. The year-over-year comparison is also substantially impacted by the current year’s provision expense of $48.2 million, which included $25.9 million related to acquisition accounting for an after-tax cost of $20.5 million, or $0.59 per diluted common share. The first half of 2019 included a provision expense of $495,000, which had an after-tax cost of $391,000, or $0.02 per diluted common share, and no acquisition impact. Additionally, the current year’s results include the impact of $13.6 million of acquisition-related charges, which had an after-tax cost of $11.1 million, or $0.32 per diluted common share. Excluding the impact of acquisition-related provision and charges, earnings for the first half of 2020 were $38.2 million, or $1.11 per diluted common share.

Net interest income was $99.8 million for the first six months of 2020 compared with $57.3 million in the first six months of 2019. Average interest-earning assets increased to $5.56 billion in the first six months of 2020 compared to $2.89 billion in the first six months of 2019. Net interest margin for the first six months of 2020 was 3.63%, down 40 basis points from the 4.03% margin reported in the six-month period ended June 30, 2019. The 2020 results include the impact of acquisition marks and related accretion for the UCFC acquisition. Interest income includes $2.5 million of accretion and interest expense includes $2.5 million of accretion, which combined added

18 basis points of net interest margin. The second quarter results also include the impact of PPP loans. Interest income includes $1.6 million on average balances of $149.1 million, which reduced net interest margin by three basis points. Excluding the impact of acquisition marks and PPP loans, net interest margin was 3.48% for the first half of 2020.

Non-interest income for the first six months of 2020 was $37.0 million compared to $21.3 million during the same period of 2019. Service fees and other charges were $10.8 million for the first six months of 2020, up from $6.3 million during the same period of 2019. Mortgage banking income was $10.7 million for the first six months of 2020, up from $4.0 million during the same period of 2019. Insurance commissions were $9.2 million for the first six months of 2020 compared with $7.7 million for the same period of 2019. Wealth management income was $2.9 million for the first six months of 2020, up from $1.4 million during the same period of 2019.

Non-interest expense was $80.3 million for the first six months of 2020, or $66.7 million excluding acquisition-related charges, up from $49.1 million for the same period of 2019. Compensation and benefits expense was $37.2 million for the first six months of 2020 compared with $28.5 million during the same period of 2019. Expenses also included increases in occupancy of $3.3 million, data processing of $2.3 million and amortization of intangibles of $2.5 million.

Total assets at $7.01 billion

Total assets at June 30, 2020, were $7.01 billion compared to $6.54 billion at March 31, 2020, and $3.28 billion at June 30, 2019. Gross loans receivable (excluding loans held for sale) were $5.46 billion at June 30, 2020, compared to $5.11 billion at March 31, 2020, and $2.62 billion at June 30, 2019. At June 30, 2020, gross loans receivable grew $2.83 billion, or 108% from a year ago, including $2.30 billion from the UCFC merger and $533 million organically, including $434 million of PPP loans. Also, at June 30, 2020, goodwill and other intangible assets totaled $351.7 million compared to $353.1 million at March 31, 2020, and $102.4 million at June 30, 2019, with the increase attributable to the UCFC merger.

Total deposits at June 30, 2020, were $5.76 billion compared with $4.99 billion at March 31, 2020, and $2.68 billion at June 30, 2019. At June 30, 2020, total deposits grew $3.08 billion, or 115% from a year ago, including $2.08 billion from the UCFC merger and $997 million organically.

Total stockholders’ equity was $941.0 million at June 30, 2020, compared to $916.8 million at March 31, 2020, and $407.2 million at June 30, 2019. The increase in stockholders’ equity from the prior year was due to net earnings and the UCFC merger, offset partially by the Company’s repurchase of 430,000 common shares for $10.1 million during the first quarter of 2020. At June 30, 2020, 570,000 common shares remained available for repurchase under the Company’s existing repurchase program.

Dividend to be paid August 21

The Board of Directors declared a quarterly cash dividend of $0.22 per common share payable August 21, 2020, to shareholders of record at the close of business on August 14, 2020. The dividend represents an annual dividend of 5.42 percent based on the Premier common stock closing price on July 27, 2020. Premier has approximately 37,296,613 common shares outstanding.

Conference call

Premier Financial Corp. will host a conference call at 8:30 a.m. ET on Wednesday, July 29, 2020, to discuss the earnings results and business trends. The conference call may be accessed by calling 1-877-444-1726. Internet access to the call is also available (in listen-only mode) at the following

URL: https://services.choruscall.com/links/pfc200729.html. The replay of the conference call will be available at www.PremierFinCorp.com until July 28, 2021, at 9:00 a.m. ET.

About Premier Financial Corp.

Premier Financial Corp. (NASDAQ: PFC), headquartered in Defiance, Ohio, is the holding company for Premier Bank and First Insurance Group. Premier Bank, headquartered in Youngstown, Ohio, operates 78 branches, 12 loan offices and 2 wealth offices in Ohio, Michigan, Indiana, Pennsylvania and West Virginia (West Virginia office operates as “Home Savings Bank”). First Insurance Group is a full-service insurance agency with ten offices in Ohio including James & Sons Insurance in Youngstown, Ohio. For more information, visit the company’s websites at PremierFinCorp.com.

Financial Statements and Highlights Follow-

Safe Harbor Statement

This news release may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21 B of the Securities Exchange Act of 1934, as amended. Those statements may include, but are not limited to, all statements regarding intent, beliefs, expectations, projections, forecasts and plans of Premier Financial Corp. and its management, and specifically include statements regarding: changes in economic conditions; the nature, extent and timing of governmental actions and reforms; future movements of interest rates; the ability to benefit from a changing interest rate environment; the production levels of mortgage loan generation; the ability to continue to grow loans and deposits; the ability to sustain credit quality ratios at current or improved levels; continued strength in the market area for Premier Bank; the ability to sell real estate owned properties; and the ability to grow in existing and adjacent markets. These forward-looking statements involve numerous risks and uncertainties, including: impacts from the novel coronavirus (COVID-19) pandemic on our business, operations, customers and capital position; higher default rates on loans made to our customers related to COVID-19 and its impact on our customers’ operations and financial condition; the impact of COVID-19 on local, national and global economic conditions; unexpected changes in interest rates or disruptions in the mortgage market related to COVID-19 or responses to the health crisis; the effects of various governmental responses to the COVID-19 pandemic; those inherent in general and local banking, insurance and mortgage conditions; competitive factors specific to markets in which Premier Financial Corp. and its subsidiaries operate; future interest rate levels; legislative and regulatory decisions or capital market conditions; and other risks and uncertainties detailed from time to time in our Securities and Exchange Commission (SEC) filings, including in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. One or more of these factors have affected or could in the future affect Premier’s business and financial results in future periods and could cause actual results to differ materially from plans and projections. Therefore, there can be no assurances that the forward-looking statements included in this news release will prove to be accurate. In light of the significant uncertainties in the forward-looking statements included herein, 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. All forward-looking statements made in this news release 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, 2020, consolidated financial statements as part of its Quarterly Report on Form 10-Q 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 income and core pre-tax pre-provision income to be useful supplemental measures of our operating performance. We define core net income as net income excluding the after-tax impact of acquisition related charges. We define core pre-tax pre-provision income as pre-tax pre-provision income excluding the pre-tax impact of acquisition related charges. 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 one-time acquisition related charges. 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.

Consolidated Balance Sheets (Unaudited)

Premier Financial Corp.


(in thousands)	June 30, 2020			December 31, 2019
*Assets*
Cash and cash equivalents
Cash and amounts due from depository institutions	$	78,213		$	46,254
Interest-bearing deposits		114,468			85,000

		192,681			131,254
Securities available-for sale, carried at fair value		567,527			283,448
Loans		5,457,238			2,777,564
Allowance for credit losses - loans		(88,555	)		(31,243	)

Loans, net		5,368,683			2,746,321
Loans held for sale		160,467			18,008
Mortgage servicing rights		14,646			10,267
Accrued interest receivable		23,694			10,244
Federal Home Loan Bank stock		45,955			11,915
Bank Owned Life Insurance		143,097			75,544
Office properties and equipment		59,533			39,563
Real estate and other assets held for sale		573			100
Goodwill		317,948			100,069
Core deposit and other intangibles		33,731			3,772
Other assets		85,276			38,487

*Total Assets*	$	7,013,811		$	3,468,992

*Liabilities and Stockholders’ Equity*
Non-interest-bearing deposits	$	1,454,842		$	630,359
Interest-bearing deposits		4,305,001			2,239,966

Total deposits		5,759,843			2,870,325
Advances from FHLB and PPPLF		139,327			85,063
Notes payable and other interest-bearing liabilities		6,948			2,999
Subordinated debentures		36,083			36,083
Advance payments by borrowers for tax and insurance		31,470			5,491
Reserve for credit losses - unfunded commitments		6,819			571
Other liabilities		92,353			42,293

Total Liabilities		6,072,843			3,042,825
Stockholders’ Equity
Preferred stock		—			—
Common stock, net		306			127
Additional paid-in-capital		688,574			161,955
Accumulated other comprehensive income (loss)		14,564			4,595
Retained earnings		316,321			329,175
Treasury stock, at cost		(78,797	)		(69,685	)

Total stockholders’ equity		940,968			426,167

*Total Liabilities and Stockholders’ Equity*	$	7,013,811		$	3,468,992

Consolidated Statements of Income (Unaudited)

Premier Financial Corp.


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except per share amounts)	2020			2019			2020			2019
Interest Income:
Loans	$	58,796		$	32,660		$	110,256		$	63,874
Investment securities		2,923			2,138			5,641			4,343
Interest-bearing deposits		79			260			309			545
FHLB stock dividends		651			183			766			398

Total interest income		62,449			35,241			116,972			69,160
Interest Expense:
Deposits		7,435			5,581			15,206			10,586
FHLB advances and other		516			304			1,523			580
Subordinated debentures		179			350			452			714
Notes Payable		15			17			24			21

Total interest expense		8,145			6,252			17,205			11,901

Net interest income		54,304			28,989			99,767			57,259
Provision for credit losses - loans		1,868			282			45,655			494
Provision (benefit) for credit losses - unfunded commitments		1,107			(85	)		2,565			1

Total provision for credit losses		2,975			197			48,220			495

Net interest income after provision for loan losses		51,329			28,792			51,547			56,764
Non-interest Income:
Service fees and other charges		5,614			3,301			10,797			6,308
Mortgage banking income		9,868			2,137			10,716			3,978
Gain on sale of non-mortgage loans		—			21			234			110
Gain (loss) on sale of securities		(2	)		—			(2	)		—
Insurance commissions		4,005			3,616			9,160			7,731
Wealth management income		1,802			660			2,893			1,358
Income from Bank Owned Life Insurance		838			527			1,619			919
Other non-interest income		890			224			1,597			895

Total Non-interest Income		23,015			10,486			37,014			21,299
Non-interest Expense:
Compensation and benefits		19,575			14,398			37,160			28,483
Occupancy		4,128			2,304			7,859			4,545
FDIC insurance premium		411			258			903			531
Financial institutions tax		1,116			556			1,950			1,112
Data processing		3,805			2,267			6,845			4,564
Amortization of intangibles		1,809			276			3,054			575
Acquisition related charges		2,099			—			13,585			—
Other non-interest expense		5,041			4,261			8,937			9,290

Total Non-interest Expense		37,984			24,320			80,293			49,100

Income before income taxes		36,360			14,958			8,268			28,963
Income tax expense		7,303			2,759			1,693			5,282

Net Income	$	29,057		$	12,199		$	6,575		$	23,681

Earnings per common share:
Basic	$	0.78		$	0.62		$	0.19		$	1.19
Diluted	$	0.78		$	0.61		$	0.19		$	1.19

Average Shares Outstanding:
Basic		37,290			19,780			34,484			19,897
Diluted		37,324			19,860			34,545			19,976

Financial Summary and Comparison (Unaudited)

Premier Financial Corp.


	Three Months Ended June 30,									Six Months Ended June 30,
(dollars in thousands, except per share data)	2020			2019			% change			2020			2019			% change
*Summary of Operations*

Tax-equivalent interest income (2)	$	62,705		$	35,490			76.7	%	$	117,480		$	69,656			68.7	%
Interest expense		8,145			6,252			30.3			17,205			11,901			44.6
Tax-equivalent net interest income (2)		54,560			29,238			86.6			100,275			57,755			73.6
Provision for credit losses		2,975			282			955.0			48,220			494			9,661.1
Core provision for credit losses (4)		2,975			197			1,410.2			22,270			495			4,399.0
Investment securities gains (losses)		(2	)		—			NM			(2	)		—			NM
Non-interest income (excluding securities gains/losses)		23,017			10,486			119.5			37,016			21,299			73.8
Non-interest expense		37,984			24,235			56.7			80,293			49,100			63.5
Core non-interest expense (4)		35,885			24,320			47.6			66,709			49,100			35.9
Income tax expense		7,303			2,759			164.7			1,693			5,282			(67.9	)
Net income		29,057			12,199			138.2			6,575			23,681			(72.2	)
Core net income (4)		30,715			12,199			151.8			38,185			23,681			61.2
Tax equivalent adjustment (2)		256			249			2.8			508			496			2.4

*At Period End*
Assets		7,013,811			3,277,552			114.0
Earning assets		6,345,655			2,980,243			112.9
Loans		5,457,238			2,624,219			108.0
Allowance for credit losses - loans		88,555			28,934			206.1
Deposits		5,759,843			2,680,637			114.9
Stockholders’ equity		940,968			407,216			131.1

*Average Balances*
Assets		7,005,783			3,223,997			117.3			6,185,668			3,203,504			93.1
Earning assets		6,247,037			2,912,278			114.5			5,559,542			2,892,695			92.2
Loans		5,389,805			2,561,341			110.4			4,862,410			2,539,312			91.5
Deposits and interest-bearing liabilities		5,963,127			2,781,216			114.4			5,232,503			2,761,921			89.5
Deposits		5,490,986			2,678,060			105.0			4,872,267			2,660,109			83.2
Stockholders’ equity		932,793			398,612			134.0			858,894			396,875			116.4
Stockholders’ equity / assets		13.31	%		12.36	%		7.7			13.89	%		12.39	%		12.1

*Per Common Share Data*
Net Income (Loss)
Basic	$	0.78		$	0.62			25.8		$	0.19		$	1.19			(84.0	)
Diluted		0.78			0.61			27.9			0.19			1.19			(84.0	)
Core diluted (4)		0.82			0.61			34.4		$	1.06		$	1.19			(10.9	)
Dividends		0.22			0.19			15.8			0.44			0.38			15.8
Market Value:
High	$	20.11		$	30.44			(33.9	)	$	31.95		$	31.30			2.1
Low		12.95			26.59			(51.3	)		11.50			24.12			(52.3	)
Close		17.67			28.57			(38.2	)		17.67			28.57			(38.2	)
Common Book Value		25.23			20.65			22.2			25.23			20.65			22.2
Tangible Common Book Value (1)		15.80			15.46			2.2			15.80			15.46			2.2
Shares outstanding, end of period (000s)		37,296			19,723			89.1			37,296			19,723			89.1

*Performance Ratios (annualized)*
Tax-equivalent net interest margin (2)		3.51	%		4.03	%		(12.9	)		3.63	%		4.03	%		(10.0	)
Return on average assets		1.67	%		1.52	%		9.7			0.21	%		1.49	%		(85.7	)
Core return on average assets (4)		1.76	%		1.52	%		16.2			1.24	%		1.49	%		(16.7	)
Return on average equity		12.53	%		12.28	%		2.0			1.54	%		12.03	%		(87.2	)
Core return on average equity (4)		13.24	%		12.28	%		7.9			8.94	%		12.03	%		(25.7	)
Efficiency ratio (3)		48.96	%		61.01	%		(19.7	)		58.48	%		62.11	%		(5.8	)
Core efficiency ratio (4)		46.26	%		61.22	%		(24.4	)		48.59	%		62.11	%		(21.8	)
Effective tax rate		20.09	%		18.44	%		8.9			20.48	%		18.24	%		12.3
Dividend payout ratio (core)		26.83	%		30.65	%		(12.5	)		41.51	%		31.93	%		30.0

Note: 2020 current quarter and year-to-date results include three and five months of operations from UCFC, respectively, compared to none for comparable periods in 2019.

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

(2)	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%.

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

(4)	Core items exclude the impact of acquisition related provision ("CECL double-dip") and other charges. See non-GAAP reconciliations. NM Percentage change not meaningful

Premier Financial Corp.

(dollars in thousands)


	Three Months Ended June 30,						Six Months Ended June 30,
Mortgage Banking	2020			2019			2020			2019
Revenue from sales and servicing of mortgage loans:
Gain from sale of mortgage loans	$	11,530		$	1,775		$	16,432		$	3,076
Mortgage loan servicing revenue (expense):
Mortgage loan servicing revenue		1,888			943			3,482			1,882
Amortization of mortgage servicing rights		(2,181	)		(391	)		(3,344	)		(677	)
Mortgage servicing rights valuation adjustments		(1,369	)		(190	)		(5,854	)		(303	)

		(1,662	)		362			(5,716	)		902

Total revenue from sale and servicing of mortgage loans	$	9,868		$	2,137		$	10,716		$	3,978

Mortgage servicing rights:
Balance at beginning of period	$	20,761		$	10,411		$	10,801		$	10,419
Loans sold, servicing retained		2,454			438			3,830			716
Mortgage servicing rights acquired		—			—			9,747			—
Amortization		(2,181	)		(391	)		(3,344	)		(677	)

Carrying value before valuation allowance at end of period		21,034			10,458			21,034			10,458
Valuation allowance:
Balance at beginning of period		(5,019	)		(413	)		(534	)		(300	)
Impairment recovery (charges)		(1,369	)		(190	)		(5,854	)		(303	)

Balance at end of period		(6,388	)		(603	)		(6,388	)		(603	)

Net carrying value at end of period	$	14,646		$	9,855		$	14,646		$	9,855

Goodwill and Purchase Price Accounting
Deal Value:
Shares issued (000s)		17,926
1/31/20 Price	$	29.39

Stock value		526,850
Fair value of options exchanged		461
Cash in lieu of fractional shares		132

Total value	$	527,443

Allocation:
Cash and cash equivalents	$	52,580
Securities available-for sale		262,753	(1)
Net loans, including loans held for sale and allowance		2,340,701	(2)
Federal Home Loan Bank stock		12,753
Office properties and equipment		20,253	(3)
Core deposit and other intangibles		33,014	(4)
Bank Owned Life Insurance		65,934
Mortgage servicing rights		9,747	(5)
Other assets		35,423
Non-interest-bearing deposits		(430,921	)
Interest-bearing deposits		(1,651,669	) (6)
Advances from Federal Home Loan Bank		(381,000	)
Other liabilities		(60,004	)

Net assets		309,564
Goodwill		217,879

Total value	$	527,443

Note: 2020 current quarter and year-to-date results include three and five months of operations from UCFC, respectively, compared to none for comparable periods in 2019.

(1)	Includes $13.8 million of accumulated losses to be amortized against interest income over ~7 years.

(2)	Includes $27.2 million non-PCD credit mark down to be accreted into interest income over ~5 years, $8.8 million total rate mark up to be amortized against interest income over ~5 years, $19.1 million elimination of allowance and $7.7 million PCD credit mark addition to allowance.

(3)	Includes $2.1 million mark down that reduces future depreciation.

(4)	Includes $29.3 million of core deposit intangible to be amortized to expense using sum-of-the-years digits over 10 years and $3.7 million of insurance/trust/wealth intangibles to be amortized to expense over ~10 years.

(5)	Includes $3.0 million mark up to be amortized against mortgage banking income over ~8.5 years.

(6)	Includes $7.1 million rate mark up on time-based deposits to be accreted against interest expense over ~2 years based on maturities.

Yield Analysis

Premier Financial Corp.


	Three Months Ended June 30,
	(dollars in thousands)
	2020							2019
	Average				Yield			Average				Yield
	Balance		Interest(1)		Rate(2)			Balance		Interest(1)		Rate(2)
Interest-earning assets:
Loans receivable	$	5,389,805	$	58,819		4.39	%	$	2,561,341	$	32,683		5.12	%
Securities		523,360		3,156		2.43	%(3)		296,926		2,364		3.19	%(3)
Interest Bearing Deposits		260,586		79		0.12	%		41,934		260		2.49	%
FHLB stock		73,286		651		3.57	%		12,077		183		6.08	%

Total interest-earning assets		6,247,037		62,705		4.04	%		2,912,278		35,490		4.89	%
Non-interest-earning assets		758,746							311,719

Total assets	$	7,005,783						$	3,223,997

Deposits and Interest-bearing liabilities:
Interest bearing deposits	$	4,144,699	$	7,435		0.72	%	$	2,093,751	$	5,581		1.07	%
FHLB advances and other		420,784		516		0.49	%		62,466		304		1.95	%
Subordinated debentures		36,083		179		2.00	%		36,083		350		3.89	%
Notes payable		15,274		15		0.39	%		4,607		17		1.48	%

Total interest-bearing liabilities		4,616,840		8,145		0.71	%		2,196,907		6,252		1.14	%
Non-interest bearing deposits		1,346,287		—		—			584,309		—		—

Total including non-interest-bearing deposits		5,963,127		8,145		0.55	%		2,781,216		6,252		0.90	%
Other non-interest-bearing liabilities		109,863							44,169

Total liabilities		6,072,990							2,825,385
Stockholders' equity		932,793							398,612

Total liabilities and stockholders' equity	$	7,005,783						$	3,223,997

Net interest income; interest rate spread			$	54,560		3.33	%			$	29,238		3.75	%

Net interest margin (4)						3.51	%						4.03	%

Average interest-earning assets to average interest bearing liabilities						135	%						133	%


	Six Months Ended June 30,
	2020							2019
	Average				Yield			Average				Yield
	Balance		Interest(1)		Rate(2)			Balance		Interest(1)		Rate(2)
Interest-earning assets:
Loans receivable	$	4,862,410	$	110,304		4.55	%	$	2,539,312	$	63,921		5.08	%
Securities		482,839		6,100		2.54	%(3)		297,261		4,792		3.25	%(3)
Interest Bearing Deposits		164,662		309		0.38	%		43,343		545		2.54	%
FHLB stock		49,631		766		3.10	%		12,779		398		6.28	%

Total interest-earning assets		5,559,542		117,479		4.24	%		2,892,695		69,656		4.86	%
Non-interest-earning assets		626,126							310,809

Total assets	$	6,185,668						$	3,203,504

Deposits and Interest-bearing liabilities:
Interest bearing deposits	$	3,750,226	$	15,206		0.81	%	$	2,077,387	$	10,586		1.03	%
FHLB advances and other		315,337		1,523		0.97	%		60,710		580		1.93	%
Subordinated debentures		36,083		452		2.51	%		36,083		714		3.99	%
Notes payable		8,816		24		0.55	%		5,019		21		0.84	%

Total interest-bearing liabilities		4,110,462		17,205		0.84	%		2,179,199		11,901		1.10	%
Non-interest bearing deposits		1,122,041		—		—			582,722		—		—

Total including non-interest-bearing deposits		5,232,503		17,205		0.66	%		2,761,921		11,901		0.87	%
Other non-interest-bearing liabilities		94,271							44,708

Total liabilities		5,326,774							2,806,629
Stockholders' equity		858,894							396,875

Total liabilities and stockholders' equity	$	6,185,668						$	3,203,504

Net interest income; interest rate spread			$	100,274		3.40	%			$	57,755		3.76	%

Net interest margin (4)						3.63	%						4.03	%

Average interest-earning assets to average interest bearing liabilities						135	%						133	%

Note: 2020 current quarter and year-to-date results include three and five months of operations from UCFC, respectively, compared to none for comparable periods in 2019.

(1)

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%.

(2)	Annualized.

(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.

Selected Quarterly Information

Premier Financial Corp.


(dollars in thousands, except per share data)	2nd Qtr 2020			1st Qtr 2020			4th Qtr 2019			3rd Qtr 2019			2nd Qtr 2019
*Summary of Operations*
Tax-equivalent interest income (1)	$	62,705		$	54,773		$	36,473		$	35,922		$	35,490
Interest expense		8,145			9,059			6,743			6,791			6,252
Tax-equivalent net interest income (1)		54,560			45,714			29,730			29,131			29,238
Provision for credit losses		2,975			45,244			1,123			1,266			197
Core provision for credit losses (3)		2,975			19,295			1,123			1,266			197
Investment securities gains (losses)		(2	)		—			13			11			—
Non-interest income (excluding securities gains/losses)		23,017			13,999			11,803			11,831			10,486
Non-interest expense		37,984			42,310			24,721			23,264			24,320
Core non-interest expense (3)		35,885			30,824			23,839			22,724			24,320
Income tax expense (benefit)		7,303			(5,610	)		2,953			3,033			2,759
Net income (loss)		29,057			(22,482	)		12,517			13,171			12,199
Core net income (3)		30,715			7,470			13,214			13,598			12,199
Tax equivalent adjustment (1)		256			251			232			239			249

*At Period End*
Total assets	$	7,013,811		$	6,538,942		$	3,468,992		$	3,350,724		$	3,277,552
Earning assets		6,345,655			5,889,186			3,175,935			3,045,659			2,980,243
Loans		5,457,238			5,113,917			2,777,564			2,665,300			2,624,219
Allowance for loan losses		88,555			85,859			31,243			30,250			28,934
Deposits		5,759,843			4,994,148			2,870,325			2,760,615			2,680,637
Stockholders’ equity		940,968			916,843			426,167			418,046			407,216
Stockholders’ equity / assets		13.42	%		14.02	%		12.29	%		12.48	%		12.42	%
Goodwill		317,948			317,520			100,069			100,069			98,569

*Average Balances*
Total assets	$	7,005,783		$	5,357,598		$	3,425,097		$	3,303,013		$	3,223,997
Earning assets		6,247,037			4,862,532			3,107,224			2,985,498			2,912,278
Loans		5,389,805			4,317,857			2,688,519			2,624,314			2,561,341
Deposits and interest-bearing liabilities		5,963,127			4,488,003			2,954,049			2,843,079			2,781,216
Deposits		5,490,986			4,240,053			2,830,043			2,718,632			2,678,060
Stockholders’ equity		932,793			787,519			420,352			411,041			398,612
Stockholders’ equity / assets		13.31	%		14.70	%		12.27	%		12.44	%		12.36	%

*Per Common Share Data*
Net Income (Loss):
Basic	$	0.78		$	(0.71	)	$	0.63		$	0.67		$	0.62
Diluted		0.78			(0.71	)		0.63			0.66			0.61
Core diluted (3)		0.82			0.24			0.66			0.68			0.61
Dividends		0.22			0.22			0.22			0.19			0.19
Market Value:
High	$	20.11		$	32.05		$	32.39		$	29.44		$	30.44
Low		12.95			10.98			27.77			25.50			26.59
Close		17.67			14.74			31.32			28.97			28.57
Common Book Value		25.23			24.58			21.60			21.19			20.65
Shares outstanding, end of period (000s)		37,296			37,288			19,730			19,729			19,723

*Performance Ratios (annualized)*
Tax-equivalent net interest margin (1)		3.51	%		3.78	%		3.80	%		3.88	%		4.03	%
Return on average assets		1.67	%		-1.69	%		1.45	%		1.58	%		1.52	%
Core return on average assets (3)		1.76	%		0.56	%		1.53	%		1.63	%		1.52	%
Return on average equity		12.53	%		-11.48	%		11.81	%		12.71	%		12.28	%
Core return on average equity (3)		13.24	%		3.82	%		12.47	%		13.12	%		12.28	%
Efficiency ratio (2)		48.96	%		70.86	%		59.52	%		56.79	%		61.22	%
Core efficiency ratio (3)		46.26	%		51.62	%		57.40	%		55.48	%		61.22	%
Effective tax rate		20.09	%		19.97	%		19.09	%		18.72	%		18.44	%
Common dividend payout ratio (core)		26.83	%		91.67	%		34.92	%		28.36	%		30.65	%

Note: 2020 current quarter and year-to-date results include three and five months of operations from UCFC, respectively, compared to none for comparable periods in 2019.

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

(3)	Core items exclude the impact of acquisition related provision ("CECL double-dip") and other charges. See non-GAAP reconciliations.

Selected Quarterly Information

Premier Financial Corp.


(dollars in thousands, except per share data)	2nd Qtr 2020			1st Qtr 2020			4th Qtr 2019			3rd Qtr 2019			2nd Qtr 2019
*Loan Portfolio Composition*
One to four family residential real estate	$	1,226,106		$	1,265,901		$	324,773		$	330,369		$	322,123
Construction		509,548			521,442			305,305			308,061			335,847
Commercial real estate		2,266,189			2,200,266			1,506,026			1,430,919			1,411,463
Commercial		1,244,549			897,865			578,071			537,806			530,528
Consumer finance		146,139			137,679			37,649			36,644			35,350
Home equity and improvement		290,459			301,146			122,864			123,871			125,860

Total loans		5,682,990			5,324,299			2,874,688			2,767,670			2,761,171
Less:
Undisbursed loan funds		221,137			206,236			94,865			100,260			134,794
Deferred loan origination fees		4,615			4,146			2,259			2,110			2,158
Allowance for credit losses - loans		88,555			85,859			31,243			30,250			28,934

Net Loans	$	5,368,683		$	5,028,058		$	2,746,321		$	2,635,050		$	2,595,285


*Allowance for credit losses - loans*
Beginning allowance	$	85,859		$	31,243		$	30,250		$	28,934		$	28,164
CECL adoption		—			2,354			—			—			—
Acquisition related allowance/provision (non PCD)		—			25,949			—			—			—
Acquisition related allowance/goodwill (PCD)		—			7,698			—			—			—
Provision for credit losses - loans		1,868			17,837			1,084			1,327			282
Net recoveries (charge-offs)		828			778			(91	)		(11	)		488

Ending allowance	$	88,555		$	85,859		$	31,243		$	30,250		$	28,934


*Credit Quality*
Total non-performing loans (1)	$	39,470		$	32,593		$	13,437		$	14,677		$	15,334
Real estate owned (REO)		573			548			100			—			—

Total non-performing assets (2)	$	40,043		$	33,141		$	13,559		$	14,677		$	15,334

Net charge-offs (recoveries)		(828	)		(778	)		91			11			(488	)
Restructured loans, accruing (3)		7,916			7,474			8,427			10,334			10,308
Allowance for credit losses - loans / loans		1.62	%		1.68	%		1.12	%		1.13	%		1.10	%
Allowance for credit losses - loans / non-performing assets		221.15	%		259.07	%		230.42	%		206.10	%		188.69	%
Allowance for credit losses - loans / non-performing loans		224.36	%		263.43	%		232.51	%		206.10	%		188.69	%
Non-performing assets / loans plus REO		0.73	%		0.65	%		0.49	%		0.55	%		0.58	%
Non-performing assets / total assets		0.57	%		0.51	%		0.39	%		0.44	%		0.47	%
Net charge-offs / average loans (annualized)		-0.06	%		-0.07	%		0.01	%		0.00	%		-0.08	%

*Deposit Balances*
Non-interest-bearing demand deposits	$	1,454,842		$	1,041,315		$	630,359		$	604,129		$	584,735
Interest-bearing demand deposits and money market		2,361,486			2,069,723			1,198,012			1,124,208			1,088,694
Savings deposits		671,650			606,508			303,166			294,594			304,051
Retail time deposits less than $250,000		1,078,758			1,091,038			631,253			634,737			610,345
Retail time deposits greater than $250,000		193,107			185,564			107,535			102,947			92,812

Total deposits	$	5,759,843		$	4,994,148		$	2,870,325		$	2,760,615		$	2,680,637

(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.

(3)	Accruing restructured loans are loans with known credit problems that are not contractually past due and therefore are not included in non-performing loans.

Loan Delinquency Information

Premier Financial Corp.


(dollars in thousands)	Total Balance		Current		30 to 89 days past due		% of Total			Non Accrual Loans		% of Total

June 30, 2020
One to four family residential real estate	$	1,226,106	$	1,213,482	$	6,056		0.5	%	$	6,568		0.5	%
Construction		509,548		509,548		—		0.0	%		—		0.0	%
Commercial real estate		2,266,189		2,244,412		1,040		0.0	%		20,737		0.9	%
Commercial		1,244,549		1,233,703		680		0.1	%		10,166		0.8	%
Consumer finance		146,139		144,555		988		0.7	%		596		0.4	%
Home equity and improvement		290,459		285,858		2,237		0.8	%		2,364		0.8	%

Total loans	$	5,682,990	$	5,631,558	$	11,001		0.2	%	$	40,431		0.7	%


March 31, 2020
One to four family residential real estate	$	1,265,901	$	1,253,304	$	5,890		0.5	%	$	6,707		0.5	%
Construction		521,442		521,442		—		0.0	%		—		0.0	%
Commercial real estate		2,200,266		2,180,660		220		0.0	%		19,386		0.9	%
Commercial		897,865		893,605		299		0.0	%		3,961		0.4	%
Consumer finance		137,679		135,727		712		0.5	%		1,240		0.9	%
Home equity and improvement		301,146		296,330		3,517		1.2	%		1,299		0.4	%

Total loans	$	5,324,299	$	5,281,068	$	10,638		0.2	%	$	32,593		0.6	%


June 30, 2019
One to four family residential real estate	$	322,123	$	317,671	$	1,258		0.4	%	$	3,194		1.0	%
Construction		335,847		335,847		—		0.0	%		—		0.0	%
Commercial real estate		1,411,463		1,403,096		134		0.0	%		8,233		0.6	%
Commercial		530,528		527,023		168		0.0	%		3,337		0.6	%
Consumer finance		35,350		35,099		231		0.7	%		20		0.1	%
Home equity and improvement		125,860		124,215		1,095		0.9	%		550		0.4	%

Total loans	$	2,761,171	$	2,742,951	$	2,886		0.1	%	$	15,334		0.6	%

Non-GAAP Reconciliations

Premier Financial Corp.


(In thousands, except per share and ratio data)	2nd Qtr 2020			1st Qtr 2020			4th Qtr 2019			3rd Qtr 2019			2nd Qtr 2019			1st Qtr 2019
Acquisition related charges (pre-tax)	$	2,099		$	11,486		$	882		$	540		$	—		$	—
Less: Tax benefit of acquisition related charges		441			2,034			185			113			—			—

Acquisition related charges (after-tax)	$	1,658		$	9,452		$	697		$	427		$	—		$	—

Total non-interest expenses	$	37,984		$	42,310		$	24,721		$	23,264		$	24,320		$	24,780
Less: Acquisition related charges (pre-tax)		2,099			11,486			882			540			—			—

Core non-interest expenses	$	35,885		$	30,824		$	23,839		$	22,724		$	24,320		$	24,780

Acquisition related provision (pre-tax)	$	—		$	25,949		$	—		$	—		$	—		$	—
Less: Tax benefit of acquisition related provision		—			5,449			—			—			—			—

Acquisition related provision (after-tax)	$	—		$	20,500		$	—		$	—		$	—		$	—

Provision for credit losses	$	2,975		$	45,244		$	1,123		$	1,266		$	197		$	298
Less: Acquisition related provision (pre-tax)		—			25,949			—			—			—			—

Core provision for credit losses	$	2,975		$	19,295		$	1,123		$	1,266		$	197		$	298

Tax-equivalent net interest income	$	54,560		$	45,714		$	29,730		$	29,131		$	29,238		$	28,517
Non-interest income (excluding securities gains/losses)		23,017			13,999			11,803			11,831			10,486			10,813

Total revenues		77,577			59,713			41,533			40,962			39,724			39,330
Core non-interest expenses	$	35,885		$	30,824		$	23,839		$	22,724		$	24,320		$	24,780

Core efficiency ratio		46.26	%		51.62	%		57.40	%		55.48	%		61.22	%		63.01	%

Income (loss) before income taxes	$	36,360		$	(28,092	)	$	15,470		$	16,204		$	14,958		$	14,005
Add: Provision for credit losses		2,975			45,244			1,123			1,266			197			298

Pre-tax pre-provision income		39,335			17,152			16,593			17,470			15,155			14,303
Add: Acquisition related charges (pre-tax)		2,099			11,486			882			540			—			—

Core pre-tax pre-provision income	$	41,434		$	28,638		$	17,475		$	18,010		$	15,155		$	14,303
Average total assets	$	7,005,783		$	5,357,598		$	3,425,097		$	3,303,013		$	3,223,997		$	3,183,012
Core pre-tax pre-provision return on average assets		2.38	%		2.15	%		2.02	%		2.16	%		1.89	%		1.82	%

Net income (loss)	$	29,057		$	(22,482	)	$	12,517		$	13,171		$	12,199		$	11,482
Add: Acquisition related provision (after-tax)		—			20,500			—			—			—			—
Add: Acquisition related charges (after-tax)		1,658			9,452			697			427			—			—

Core net income	$	30,715		$	7,470		$	13,214		$	13,598		$	12,199		$	11,482

Diluted shares - Reported		37,324			31,642			19,895			19,875			19,860			20,095
Add: Dilutive shares for core net income		—			121			—			—			—			—

Diluted shares - Core		37,324			31,763			19,895			19,875			19,860			20,095

Core diluted EPS	$	0.82		$	0.24		$	0.66		$	0.68		$	0.61		$	0.57

Average total assets	$	7,005,783		$	5,357,598		$	3,425,097		$	3,303,013		$	3,223,997		$	3,183,012
Core return on average assets		1.76	%		0.56	%		1.53	%		1.63	%		1.52	%		1.46	%

Average total equity	$	932,793		$	787,519		$	420,352		$	411,041		$	398,612		$	395,138
Core return on average equity		13.24	%		3.82	%		12.47	%		13.12	%		12.28	%		11.78	%

Note: 2020 current quarter and year-to-date results include three and five months of operations from UCFC, respectively, compared to none for comparable periods in 2019.

EX-99.2

Investor Update July 2020 Exhibit 99.2

Forward Looking Statements & Non-GAAP Measures Forward Looking Statements This document may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21 B of the Securities Exchange Act of 1934, as amended. Those statements may include, but are not limited to, all statements regarding intent, beliefs, expectations, projections, forecasts and plans of Premier Financial Corp. and its management, and specifically include statements regarding: changes in economic conditions; the nature, extent and timing of governmental actions and reforms; future movements of interest rates; the ability to benefit from a changing interest rate environment; the production levels of mortgage loan generation; the ability to continue to grow loans and deposits; the ability to sustain credit quality ratios at current or improved levels; continued strength in the market area for Premier Bank; the ability to sell real estate owned properties; and the ability to grow in existing and adjacent markets. These forward-looking statements involve numerous risks and uncertainties, including: impacts from the novel coronavirus (COVID-19) pandemic on our business, operations, customers and capital position; higher default rates on loans made to our customers related to COVID-19 and its impact on our customers’ operations and financial condition; the impact of COVID-19 on local, national and global economic conditions; unexpected changes in interest rates or disruptions in the mortgage market related to COVID-19 or responses to the health crisis; the effects of various governmental responses to the COVID-19 pandemic; those inherent in general and local banking, insurance and mortgage conditions; competitive factors specific to markets in which Premier and its subsidiaries operate; future interest rate levels; legislative and regulatory decisions or capital market conditions; 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, 2019 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. One or more of these factors have affected or could in the future affect Premier’s business and financial results in future periods and could cause actual results to differ materially from plans and projections. Therefore, 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 included herein, 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. 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 June 30, 2020, consolidated financial statements as part of its Quarterly Report on Form 10-Q 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 presentation. Non-GAAP Measures This communication contains certain non-GAAP financial measures of Premier determined by methods other than in accordance with generally accepted accounting principles. We use non-GAAP financial measures to provide meaningful supplemental information regarding our performance. We believe these non-GAAP measures are beneficial in assessing our operating results and related trends, and when planning and forecasting future periods. These non-GAAP disclosures should be considered in addition to, and not as a substitute for or preferable to, financial results determined in accordance with GAAP. The non-GAAP financial measures we use may differ from the non-GAAP financial measures other financial institutions use to measure their results of operations.

Company Overview

Company Profile Unwavering focus for over 130 years: Community Financial Services Completed merger with United Community Financial Corp. on 1/31/20 Total assets of ~$7.0 billion and total 1H20 revenues of ~$137 million 78 branches throughout northern Ohio, southeast Michigan, northeast Indiana and western Pennsylvania 12 loan production offices and 2 wealth offices Trust & Wealth Management services - AUA $1.3 billion Adopted new Premier Bank name – June 2020 Name aligns with commitment to provide the best in community banking 10 locations throughout the bank’s footprint $9.2 million in fees & commissions 1H20 combined Specializes in property & casualty and group health & life insurance

Investment Highlights Market leader across northern Ohio deeply rooted in the communities we have served since the 1890s Healthy diversifications by line of business revenue sources, metro/geography mix and relationship/industry concentrations Experienced, disciplined management team Quality loan portfolio with a stable deposit base Solid tangible capital levels with strong credit function Positioned well for upside value versus peers

Looking to the Future Positioned to outpace peers on long-term performance Management focus on credit and asset quality including proactive customer outreach and monitoring Continued attention on leadership transition, system conversions and building talent within the organization Full system conversions completed as expected July 13, 2020 Cultural integration to enhance employee engagement and retention especially in current uncertain environment Enhanced products, services and technology while honoring our commitment to superior customer service, personalized financial solutions and unwavering community support

Strategic Focus Near-term People Focused on our customer, employees and communities in the current uncertain environment Credit Focused on strengthening procedures and enhancing monitoring activities Long-term Profitability High performance objectives for revenue growth, expense control and maintaining strong asset quality Growth Organic and through acquisitions, targeting newer markets, new relationships, enhanced delivery and products in more established markets Shareholder Value Enhancement Effective capital management supporting growth, dividend increases and share repurchases

Partnering to Create Significant Value Culture, leadership & strategic familiarity Strong financial compatibility…credit, performance, expenses Prior successful acquisition completions and integration experiences Transformative partnership that creates Ohio’s premier community bank with over $6 billion in assets and best-in-class performance Enhanced scale, growth, profitability & performance Accelerates product agendas and improves customer experiences Delivers the best of both institutions’ talent, technology & processes Enhances management depth and capacity Diversifies business lines and leverages strengths in commercial banking, insurance, residential lending, consumer lending, wealth management and residential servicing Material EPS accretion Manageable TBVPS dilution Conservative and achievable cost savings supported by bottoms-up analysis Shared Values Strategically Compelling Builds Upon Strengths Accelerates Shareholder Value Creation On-track to deliver expected value creation

Ohio’s Premier Community Bank Enhanced scale, growth and profitability to deliver best-in-class performance Footprint covers northern OH, southeast MI, northeast IN and western PA

Profitability Trends *Core items exclude the impact of acquisition related provision (CECL “double-dip”) and other charges. See Non-GAAP reconciliations on slide 51. 2019 P+U represents the combination of PFC and UCFC as of and for the year ended 12/31/19, including the impact of a 0.3715 exchange ratio but excluding cost savings and other purchase accounting adjustments.

Performance Recognition 2019 S&P Global Market Intelligence Best-Performing Community Banks (Premier) Analysis used and scored performance based on six financial metrics Ranked #29 amongst 50 community banks $3B-$10B for 2019 performance scores 2019 KBW Bank Honor Roll (Premier) Recognition of banks with more than $500 million in total assets that consistently deliver exceptional growth Based on 10 consecutive years of increases in reported EPS results One of only 15 banks admitted from a nearly 375 bank universe 2018 Sandler Bank & Thrift Sm-ALL Stars (Home Savings) Analysis used and scored performance based on seven financial metrics Ranked #21 amongst the country’s 30 top performing small-cap banks and thrifts

Strong Sales & Service Delivery Demonstrating our core values in all interactions to create long-term, profitable relationships Strengthened credit management including proactive customer outreach in uncertain environment Enhancing customer experience through technology advancements Reaching more customers through digital channel development Growing our communities through our people Enhancing Trusted Advisor service delivery model

Loans by Market – 6/30/20 ($ millions) Total Loans Growth from $1.9B at 12/31/16 to $5.5B at 6/30/20 Organic CAGR 11.9% Organic CAGR ex PPP 6.7% Includes $434 million of PPP loans.

Deposits by Market – 6/30/20 ($ millions) Total Deposits Growth from $2.0B at 12/31/16 to $5.8B at 6/30/20 Organic CAGR 16.4% Adjusted CAGR 11.9%* At June 30, 2019, Ranked #1 or #2 market share in 8 of 17 counties. * Adjusted to assume all $434M of PPP loans in deposit balances at 6/30/20.

Credit Highlights

Premier Loan Portfolio Loan Portfolio Composition at 6/30/20 Rate Type Segmentation Total = $5.5 billion Includes $434 million PPP loans Commercial Lines Utilization Trend Total line balances of $331.1 million with availability of $517.3 million at 6/30/20.

Economic Impact – Commercial Portfolio COVID-19 High Sensitivity Portfolio ($000s) at 6/30/20 COVID-19 Deferrals ($000s) at 6/30/20

Traveler Accommodation and Food Service Loans Traveler Accommodation Loans ($000s) Total Accommodation Loans: $152 million or 2.8% of loan portfolio Food Service Loans ($000s) Total Food Service Loans: $57 million or 1.1% of loan portfolio

Retail Trade/CRE and Long-term Care Loans Long-term Care Loans ($000s) Total Long-term Care Loans: $108 million or 2.0% of loan portfolio Retail Trade & Retail CRE Loans ($000s) Total Retail Loans: $524 million or 9.6% of loan portfolio

CRE Loan Portfolio CRE Portfolio Overview 41.5% of total loan portfolio 26.3% of CRE loans are owner occupied Only 1.9% of CRE loans are classified Low levels of concentrated exposure Top concentration in one industry (multifamily) is 8.9% Owner Occupied CRE Loans by Industry ($000s) Non-Owner Occupied CRE Loans by Industry ($000s) CRE Loans by Category ($000s)

C&I Loan Portfolio (excluding PPP) Total C&I Loans ($000s) C&I Portfolio Overview 15.1% of total loan portfolio Diversified portfolio results in low levels of concentrated exposure Top concentration in one industry is manufacturing at 2.8% of total loans Only 3% of loans are classified No exposure to oil & gas exploration/drilling C&I Loans by Industry ($000s) 2020 includes the impact of the UCFC merger.

Manufacturing Loan Portfolio (ex PPP) Total Manufacturing Loans: $243.5 million or 4.5% of loan portfolio 3.8% Classified Loans Diversified exposure across 20 industry subsectors results in no single level of high concentration No subsector accounts for more than 0.9% of the total loan portfolio Manufacturing Loans by Industry ($000s)

Agriculture Loan Portfolio Agriculture Loans ($000s) Total Agriculture Loans: $176 million or 3.2% of loan portfolio

Low Levels of Concentrated Exposure Top 50 Borrowers by Sector as of 6/30/20 ($000s) Top 50 Borrowers comprised of 396 loans $964M outstanding represents 18% of total loans or 25% of commercial loans 28% of Top 50 Borrowers have exposures less than $25M Diversified industry exposure results in no single level of high concentration No classified loans

PPP Loan Portfolio PPP Loans as of 6/30/20 ($000s) $14.5 million gross fees received as of 7/28/20 with $823,000 of fee income recorded as of 6/30/20 Average loan size of $158,000 with $132.4 million $250,000 or less Only 2.6% are 5 years vs 2 years 16.5% relate to COVID-19 High Sensitivity sectors Total SBA loans of $472 million including PPP

Retail Loan Portfolio 1-4 Family Residential by Market Retail Loans ($000s)

Entering Credit Cycle from Position of Strength Overview Conservative underwriting and strong asset quality allow us to enter the economic downturn well-prepared Non-performing asset levels managed well over time while total assets have increased significantly Strong reserve levels as provisioning under CECL reflects deteriorated economic conditions and expectations for credit stress to emerge in future periods Actively working with customers’ deferral requests Asset Quality Metrics Classifieds/Capital ($ millions) 2020 includes the impact of the UCFC merger. Capital represents Tier 1 plus ALLL. CECL adopted 1/1/20. Prior periods use ILM. 2Q20 would be 1.76% excluding PPP loans. See next slide.

ACL/CECL Rollforward and Details Includes $18.4M, $18.1M and $14.6M of unamortized purchase accounting loan marks for 1/31/20, 3/31/20 and 6/30/20, respectively. Forecasts for January 2020, 3/31/20 and 6/30/20 based on baseline forecasts per Moody’s Analytics U.S. Macroeconomic Outlook Baseline and Alternative Scenarios for December 2019, April 2020 and July 2020, respectively.

Financial Highlights

Financial Highlights Summary *Core items exclude the impact of acquisition related related provision (CECL “double-dip”) and other charges. See Non-GAAP reconciliations on slide 51. 2019 P+U represents the combination of PFC and UCFC as of and for the year ended 12/31/19, including the impact of a 0.3715 exchange ratio but excluding cost savings and other purchase accounting adjustments.

Net Interest Income and Margin 2019 P+U represents the combination of PFC and UCFC as of and for the year ended 12/31/19, including the impact of a 0.3715 exchange ratio but excluding cost savings and other purchase accounting adjustments. 1Q20 includes $1.3 million benefit of purchasing accounting marks accretion such that NIM would be 3.68% excluding that accretion. 2Q20 includes $3.7 million benefit of purchasing accounting marks accretion and $1.6 million related to PPP loans with an average balance of $298.2 million such that NIM would be 3.34% excluding those items.

Net Interest Margin Trends 2019 P+U represents the combination of PFC and UCFC as of and for the year ended 12/31/19, including the impact of a 0.3715 exchange ratio but excluding cost savings and other purchase accounting adjustments. 1Q20 includes $1.3 million benefit of purchasing accounting marks accretion such that NIM would be 3.68% excluding that accretion. 2Q20 includes $3.7 million benefit of purchasing accounting marks accretion and $1.6 million related to PPP loans with an average balance of $298.2 million such that NIM would be 3.34% excluding those items.

Non-Interest Income % Percent of Total Revenues *Non-Interest Income excludes securities gains/losses. 2019 P+U represents the combination of PFC and UCFC as of and for the year ended 12/31/19, including the impact of a 0.3715 exchange ratio but excluding cost savings and other purchase accounting adjustments.

Non-Interest Income Diversification *$ thousands. Non-Interest Income excludes securities gains/losses. 2019 P+U represents the combination of PFC and UCFC as of and for the year ended 12/31/19, including the impact of a 0.3715 exchange ratio but excluding cost savings and other purchase accounting adjustments.

Core Non-Interest Expenses & Efficiency Ratio *Core items exclude the impact of acquisition related provision (CECL “double-dip”) and other charges. See Non-GAAP reconciliations on slide 51. 2019 P+U represents the combination of PFC and UCFC as of and for the year ended 12/31/19, including the impact of a 0.3715 exchange ratio but excluding cost savings and other purchase accounting adjustments.

Core PTPP Income and ROA *Core items exclude the impact of acquisition related provision (CECL “double-dip”) and other charges. See Non-GAAP reconciliations on slide 51. 2019 P+U represents the combination of PFC and UCFC as of and for the year ended 12/31/19, including the impact of a 0.3715 exchange ratio but excluding cost savings and other purchase accounting adjustments. 2Q20 total assets includes $434 million of PPP loans.

Core Net Income & EPS *Core items exclude the impact of acquisition related provision (CECL “double-dip”) and other charges. See Non-GAAP reconciliations on slide 51. 2019 P+U represents the combination of PFC and UCFC as of and for the year ended 12/31/19, including the impact of a 0.3715 exchange ratio but excluding cost savings and other purchase accounting adjustments.

Total Assets & Core Return on Assets *Core items exclude the impact of acquisition related provision (CECL “double-dip”) and other charges. See Non-GAAP reconciliations on slide 51. 2019 P+U represents the combination of PFC and UCFC as of and for the year ended 12/31/19, including the impact of a 0.3715 exchange ratio but excluding cost savings and other purchase accounting adjustments. 2Q20 total assets includes $434 million of PPP loans.

Quality Securities Portfolio Total = $567.5 million Municipals comprised of 48% unlimited tax general obligations, 21% local government revenue, 18% limited tax general obligations, and 13% state or other revenue sources.

Customer Deposits and Non-Interest Bearing % 2019 P+U represents the combination of PFC and UCFC as of and for the year ended 12/31/19, including the impact of a 0.3715 exchange ratio but excluding cost savings and other purchase accounting adjustments.

Deposit Base Composition Total Deposits = $5.8 billion

Liquidity Status and Sources Status at 6/30/20 On-Hand Liquidity 9.1% Primary Sources Fed Funds & Discount Window FHLB Borrowings (~$1.1B) PPPFL Borrowings (~$400M) Bank Line of Credit ($25M) Deposit Growth, including brokered/reciprocals Cash Earnings Loan Repayments/Participations Investment Maturities/Sales/Pledges Secondary Sources Parent Line of Credit ($20M) Subdebt issuance

Capital Levels Well Capitalized Requirement Total Risk Based Capital 10.0% Tier 1 Capital 8.0% Tier 1 Leverage 5.0% Common Tier 1 Capital 6.5% 2019 P+U represents the combination of PFC and UCFC as of and for the year ended 12/31/19, including the impact of a 0.3715 exchange ratio but excluding cost savings and other purchase accounting adjustments.

Shareholder Value

Core EPS, Dividends and Stock Price Increased dividend 16% to $0.22 per share beginning in 4th quarter 2019 *Core items exclude the impact of acquisition related provision (CECL “double-dip”) and other charges. See Non-GAAP reconciliations on slide 51. Maximizing Shareholder Value

Source: S&PGMI data as of 7/15/20 PFC SNL U.S. Bank $5-10B SNL U.S. Bank Midwest Solid Five Year Returns (Total Return %) With Upside Potential (Price/TBV %) Maximizing Shareholder Value

PROGRESS THROUGH PARTNERSHIP Source: S&PGMI data as of 7/15/20 Investment Opportunity PFC data recalculated to use LTM Core EPS, Book value and Tangible Book value as of and for the period ended 6/30/20. Core items exclude the impact of acquisition related provision (CECL “double-dip”) and other charges. See Non-GAAP reconciliations on slide 51. Maximizing Shareholder Value

Summary Disciplined management team with proven track record Reputation of focusing on fundamentals and poised to generate above peer profitability long-term Balance sheet strength – attractive core deposit base and solid capital levels Diversified loan portfolio with a disciplined approach to lending Well-positioned to grow our balance sheet and geographic footprint, enhancing long-term shareholder value Focused on customer and employee relations in current uncertain environment Positioned well for upside value versus peers

Appendix

UCFC Merger Valuation and Allocation

2019 P+U represents the combination of PFC and UCFC as of and for the year ended 12/31/19, including the impact of a 0.3715 exchange ratio but excluding cost savings and other purchase accounting adjustments. All periods adjusted to reflect a 2-for-1 stock split on 7/12/18. Non-GAAP Reconciliations

Document and Entity Information	Jul. 28, 2020
Cover [Abstract]
Entity Registrant Name	PREMIER FINANCIAL CORP
Amendment Flag	false
Entity Central Index Key	0000946647
Document Type	8-K
Document Period End Date	Jul. 28, 2020
Entity Incorporation State Country Code	OH
Entity File Number	0-26850
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	782-5015
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, Par Value $0.01 Per Share
Trading Symbol	PFC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false