Premier Financial (PFC) - 2021 Q3 - Quarterly Report

PART I - FINANCIAL INFORMATION This section provides the unaudited consolidated financial statements and management's discussion and analysis for Premier Financial Corp. Item 1. Consolidated Condensed Financial Statements (Unaudited) This section presents the unaudited consolidated financial statements and related notes for Premier Financial Corp. for the periods ended September 30, 2021, and December 31, 2020 Consolidated Condensed Statements of Financial Condition Total assets increased to $7.47 billion at September 30, 2021, driven by securities available-for-sale, while loans receivable decreased | Metric | Sep 30, 2021 (in Thousands) | Dec 31, 2020 (in Thousands) | | :-------------------------------- | :-------------------------- | :-------------------------- | | Total Assets | $7,468,318 | $7,211,734 | | Securities available-for-sale | $1,250,087 | $736,654 | | Loans receivable, net | $5,196,349 | $5,409,161 | | Total Liabilities | $6,436,449 | $6,229,458 | | Deposits | $6,248,658 | $6,047,841 | | Total Stockholders' Equity | $1,031,869 | $982,276 | Consolidated Condensed Statements of Income Net income increased for both the three and nine months ended September 30, 2021, driven by higher net interest income and a credit benefit for credit losses | Metric (in Thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total interest income | $60,861 | $60,159 | $183,097 | $177,131 | | Total interest expense| $3,826 | $6,888 | $12,930 | $24,093 | | Net interest income | $57,035 | $53,271 | $170,167 | $153,038 | | Credit (benefit) loss expense - loans and leases | $1,594 | $3,658 | $(9,549) | $49,312 | | Total non-interest income | $18,314 | $25,000 | $62,133 | $62,013 | | Total non-interest expense | $39,045 | $43,563 | $116,223 | $123,856 | | Net income | $28,360 | $25,655 | $100,741 | $32,230 | | Basic EPS | $0.76 | $0.69 | $2.70 | $0.91 | Consolidated Condensed Statements of Comprehensive Income Comprehensive income decreased for the three and nine months ended September 30, 2021, primarily due to unrealized losses on securities available for sale and balance sheet swaps | Metric (in Thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income | $28,360 | $25,655 | $100,741 | $32,230 | | Unrealized (losses) gains on securities available for sale | $(9,042) | $720 | $(16,169) | $13,338 | | Unrealized gain/(loss) on balance sheet swap | $(1,692) | — | $2,742 | — | | Total other comprehensive income (loss) | $(9,344) | $(588) | $(13,395) | $9,381 | | Comprehensive income | $19,016 | $25,067 | $87,346 | $41,611 | Consolidated Condensed Statements of Changes in Stockholders' Equity Stockholders' equity increased to $1.03 billion at September 30, 2021, driven by net income, partially offset by other comprehensive losses and dividends | Metric (in Thousands) | Balance at Jan 1, 2021 | Balance at Sep 30, 2021 | | :-------------------- | :--------------------- | :---------------------- | | Total Stockholders' Equity | $982,276 | $1,031,869 | | Net income | | $100,741 (9 months) | | Other comprehensive loss | | $(13,395) (9 months) | | Shares repurchased | | $(10,821) (9 months) | | Common stock dividend payment | | $(28,637) (9 months) | Consolidated Condensed Statements of Cash Flows Net cash provided by operating activities significantly improved to $113.0 million for the nine months ended September 30, 2021, while investing activities resulted in a net outflow | Cash Flow Activity (in Thousands) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------------------- | :-------------------------- | :-------------------------- | | Net cash provided by (used by) operating activities | $113,007 | $(67,782) | | Net cash used by investing activities | $(336,132) | $(368,710) | | Net cash provided by financing activities | $178,953 | $408,311 | | Increase (decrease) in cash and cash equivalents | $(44,172) | $(28,181) | | Cash and cash equivalents at end of period | $115,094 | $103,073 | Notes to Consolidated Condensed Financial Statements These notes provide essential context and detail for the financial statements, covering significant accounting policies, fair value measurements, and specific financial instrument details 1. Basis of Presentation Premier Financial Corp. operates as a financial holding company through its subsidiaries, having completed the UCFC acquisition in January 2020, while facing ongoing COVID-19 related financial risks - Premier Financial Corp. is a financial holding company with subsidiaries including Premier Bank, First Insurance Group, PFC Risk Management, and PFC Capital[24] - The company completed the acquisition of United Community Financial Corp. (UCFC) on January 31, 2020, integrating its operations and converting to a financial holding company[25][26] - The COVID-19 pandemic continues to create disruptions, potentially affecting customers' ability to repay loans and the value of collateral, which may negatively impact the company's financial statements[31] 2. Significant Accounting Policies The company adopted ASU 2016-13 (CECL model) on January 1, 2020, resulting in a $2.6 million net-of-tax adjustment to retained earnings - The company adopted ASU 2016-13 (CECL model) on January 1, 2020, replacing the incurred loss impairment methodology with one reflecting expected credit losses[34] - Adoption of ASU 2016-13 resulted in a one-time cumulative effect adjustment through retained earnings of $2.6 million net of $0.7 million tax[35] - The company estimates credit losses over an approximate one-year forecast period using Moody's baseline economic forecasts, reverting to longer-term historical loss experience over a three-year period[35] - ASU No. 2020-04, Reference Rate Reform, is not anticipated to have a material impact on the consolidated financial statements[36] 3. Fair Value The company measures financial assets and liabilities at fair value using a three-level hierarchy, with recurring measurements for available-for-sale securities and non-recurring for certain loans - Fair value measurements are categorized into a three-level hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1 quoted prices), and Level 3 (unobservable inputs)[39] Assets Measured at Fair Value on a Recurring Basis (September 30, 2021) | Asset Category | Level 1 (in Thousands) | Level 2 (in Thousands) | Level 3 (in Thousands) | Total Fair Value (in Thousands) | | :--------------------------------------- | :--------------------- | :--------------------- | :--------------------- | :------------------------------ | | Available for sale securities | — | $1,250,087 | — | $1,250,087 | | Equity securities | $12,965 | — | — | $12,965 | | Loans held for sale, at fair value | — | $38,920 | $139,570 | $178,490 | | Interest rate swaps | — | $1,233 | — | $1,233 | | Cash flow hedge derivative | — | $1,431 | — | $1,431 | Assets Measured at Fair Value on a Non-Recurring Basis (September 30, 2021) | Asset Category | Level 1 (in Thousands) | Level 2 (in Thousands) | Level 3 (in Thousands) | Total Fair Value (in Thousands) | | :--------------------------------------- | :--------------------- | :--------------------- | :--------------------- | :------------------------------ | | Individually analyzed loans | — | — | $22,866 | $22,866 | | Mortgage servicing rights | — | $5,389 | — | $5,389 | 4. Stock Compensation Plans Premier maintains equity-based compensation plans, with 35,661 stock options outstanding and $4.2 million in stock-based compensation expense for the nine months ended September 30, 2021 - Premier operates equity-based compensation plans, including the 2018 Equity Plan and the assumed UCFC 2015 Plan[71] - As of September 30, 2021, 35,661 stock options were outstanding with a weighted average exercise price of $21.72 and a remaining contractual term of 4.46 years[77] - The company granted 86,058 performance stock units (PSUs) and 17,542 restricted stock units (RSUs) in the first quarter of 2021 under LTIPs[74][75] Stock-Based Compensation Expense (in Thousands) | Period | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :----- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Expense| $1,800 | $974 | $4,200 | $3,000 | 5. Dividends on Common Stock Common stock dividend increased to $0.27 per share in Q3 2021 from $0.22 per share in Q3 2020 - Common stock dividend increased to $0.27 per share in Q3 2021 from $0.22 per share in Q3 2020[80] 6. Earnings Per Common Share Basic and diluted earnings per common share increased to $0.76 for Q3 2021 and $2.70 for the nine months, utilizing the two-class method Earnings Per Common Share | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :----- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Basic EPS | $0.76 | $0.69 | $2.70 | $0.91 | | Diluted EPS | $0.76 | $0.69 | $2.70 | $0.91 | - The two-class method is used for EPS calculation, allocating earnings to common stock and participating securities (unvested restricted stock)[81] 7. Investment Securities The available-for-sale securities portfolio significantly increased to $1.25 billion at September 30, 2021, with $2.2 million in realized gains for the nine months Available-for-Sale Securities (in Thousands) | Metric | Sep 30, 2021 | Dec 31, 2020 | | :--------------------------------------- | :----------- | :----------- | | Total Available-for-Sale (Fair Value) | $1,250,087 | $736,654 | | Gross Unrealized Gains | $11,702 | $19,939 | | Gross Unrealized Losses | $(10,997) | $(847) | Realized Gains from Sale of Available-for-Sale Securities (in Thousands) | Period | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :----- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Gains | $233 | $1,466 | $2,218 | $1,464 | - The company evaluates securities for credit losses if fair value is less than amortized cost, performing further analysis on downgraded securities, with no credit loss determined as of September 30, 2021[89] 8. Loans Total loans receivable, net, decreased to $5.20 billion at September 30, 2021, primarily due to a decline in PPP loans, while non-performing assets increased Loans Receivable (in Thousands) | Loan Category | Sep 30, 2021 | Dec 31, 2020 | | :-------------------------- | :----------- | :----------- | | Residential Real Estate | $1,129,877 | $1,201,051 | | Commercial Real Estate | $2,389,759 | $2,383,001 | | Construction | $885,586 | $667,649 | | Commercial | $952,729 | $1,202,353 | | Home equity and improvement | $264,140 | $272,701 | | Consumer finance | $125,163 | $120,729 | | Total loans before deferred fees and costs | $5,747,254 | $5,847,484 | | Allowance for credit losses | $(73,217) | $(82,079) | | Total loans, net | $5,196,349 | $5,409,161 | Allowance for Credit Loss (ACL) Activity (in Thousands) | Metric | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2020 | | :-------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Beginning Allowance | $71,367 | $82,079 | $88,555 | $31,243 | | Provisions | $1,594 | $(9,549) | $3,658 | $49,312 | | Ending Allowance | $73,217 | $73,217 | $88,917 | $88,917 | Non-Performing Assets (in Thousands) | Metric | Sep 30, 2021 | Dec 31, 2020 | | :-------------------------- | :----------- | :----------- | | Total non-performing loans | $59,865 | $51,682 | | Real estate and other assets held for sale | $261 | $343 | | Total non-performing assets | $60,126 | $52,025 | | TDR loans, still accruing | $6,503 | $7,173 | - As of September 30, 2021, the company had no active COVID-19 related loan deferrals, a significant reduction from $53.5 million at December 31, 2020[97][98] 9. Mortgage Banking Net revenue from mortgage banking decreased to $6.2 million for Q3 2021 and $18.9 million for the nine months, primarily due to lower gains on sale Net Revenue from Sale and Servicing of Mortgage Loans (in Thousands) | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Mortgage banking gain, net | $5,353 | $13,781 | $13,663 | $30,213 | | Mortgage servicing rights valuation adjustments | $783 | $(1,673) | $5,655 | $(7,527) | | Net revenue from sale and servicing of mortgage loans | $6,175 | $12,047 | $18,865 | $22,763 | - The unpaid principal balance of residential mortgage loans serviced for third parties was $2.9 billion at September 30, 2021, and $2.95 billion at December 31, 2020[126] 10. Leases The company's lease agreements have a weighted average remaining life of 14.94 years and a discount rate of 2.64% as of September 30, 2021 - Weighted average remaining lease term was 14.94 years and weighted average discount rate was 2.64% at September 30, 2021[129] Lease Financials (in Thousands) | Metric | Sep 30, 2021 | | :-------------------- | :----------- | | Right-of-use asset | $16,000 | | Lease liabilities | $16,577 | | Total operating lease costs (9 months) | $1,800 | 11. Deposits Total deposits increased to $6.25 billion at September 30, 2021, primarily driven by growth in interest-bearing checking, money market, and savings accounts Deposit Balances (in Thousands) | Deposit Type | Sep 30, 2021 | Dec 31, 2020 | | :--------------------------------------- | :----------- | :----------- | | Non-interest-bearing checking accounts | $1,618,769 | $1,597,262 | | Interest-bearing checking and money market accounts | $2,962,032 | $2,627,669 | | Savings deposits | $786,929 | $700,480 | | Retail certificates of deposit less than $250,000 | $692,224 | $912,006 | | Retail certificates of deposit greater than $250,000 | $188,704 | $210,424 | | Total Deposits | $6,248,658 | $6,047,841 | 12. Borrowings The company's borrowings at September 30, 2021, included $18.8 million in overnight bank line of credit advances and $84.9 million in subordinated debentures Borrowings (in Thousands) | Borrowing Type | Sep 30, 2021 | Dec 31, 2020 | | :--------------------------------------- | :----------- | :----------- | | Overnight bank line of credit | $18,812 | — | | Junior subordinated debentures | $36,083 | $36,083 | | Subordinated debentures | $48,830 | $48,777 | - In September 2020, the company issued $50.0 million in fixed-to-floating rate subordinated notes due September 30, 2030, with a fixed rate of 4.0% for five years[135] - The company sponsors two affiliated trusts that issued Trust Preferred Securities, with corresponding subordinated debentures totaling $36.1 million, which are not consolidated[136][139] 13. Commitments, Guarantees and Contingent Liabilities The company's maximum obligation to extend credit for loan commitments and unused lines of credit increased to $1.90 billion at September 30, 2021 Commitments to Extend Credit (in Thousands) | Commitment Type | Sep 30, 2021 | Dec 31, 2020 | | :------------------------ | :----------- | :----------- | | Commitments to make loans | $952,515 | $702,103 | | Unused lines of credit | $930,885 | $918,470 | | Standby letters of credit | $18,841 | $22,250 | | Total | $1,902,241 | $1,642,823 | 14. Income Taxes Income tax expense for the nine months ended September 30, 2021, significantly increased to $24.4 million, with effective tax rates differing from the federal statutory rate Income Tax Expense (in Thousands) | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :----- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Current Federal | $6,600 | $11,359 | $22,199 | $22,310 | | Deferred | $(638) | $(5,100) | $1,708 | $(14,509) | | Total Income Tax Expense | $6,124 | $6,259 | $24,397 | $7,951 | - The effective tax rates differ from the federal statutory rate of 21% due to factors such as state income tax, tax-exempt interest income, bank-owned life insurance, and captive insurance[145] 15. Derivative Financial Instruments The company utilizes various derivative instruments, including mortgage banking derivatives with a carrying value of $6.3 million and a $250 million cash flow hedge derivative Mortgage Banking Derivatives (in Thousands) | Metric | Sep 30, 2021 | Dec 31, 2020 | | :-------------------------- | :----------- | :----------- | | Carrying Value (Assets) | $6,279 | $3,833 | Mortgage Banking Derivatives – Gain (Loss) (in Thousands) | Period | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :----- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Gain (Loss) | $2,122 | $7,913 | $2,446 | $892 | - An interest rate swap with a notional amount of $250 million was designated as a cash flow hedge in May 2021 to hedge LIBOR interest rate risk, with unrealized gains (net of tax) of $1.1 million at September 30, 2021[151] 16. Other Comprehensive (Loss) Income Total other comprehensive loss for the nine months ended September 30, 2021, was $13.4 million, a significant shift from a prior year gain, primarily due to securities available for sale Total Other Comprehensive Income (Loss) (Net of Tax, in Thousands) | Period | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :----- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total other comprehensive gain (loss) | $(9,344) | $(588) | $(13,395) | $9,381 | Accumulated Other Comprehensive Income (Loss) (Net of Tax, in Thousands) | Component | Balance Jan 1, 2021 | Balance Sep 30, 2021 | | :-------------------------- | :------------------ | :------------------- | | Securities Available For Sale | $15,083 | $557 | | Cash Flow Hedge Derivatives | — | $1,131 | | Total | $15,004 | $1,609 | 17. Business Combinations The UCFC merger, effective January 31, 2020, resulted in $217.9 million of goodwill and $33.0 million of intangible assets, with Premier issuing 17,926,174 common shares - The merger with United Community Financial Corp. (UCFC) was effective January 31, 2020, with Premier acquiring UCFC's assets and liabilities at fair value[156] - The transaction resulted in $217.9 million of goodwill and $33.0 million of intangible assets, primarily related to core deposits and customer relationships[157] Fair Value of Total Consideration Transferred (January 31, 2020, in Thousands) | Component | Amount | | :-------------------------------- | :----- | | Cash Consideration | $132 | | Fair Value of Options Exchanged | $461 | | Equity - Dollar Value of Issued Shares | $526,850 | | Total Consideration Transferred | $527,443 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance, condition, and outlook, including the impact of the UCFC merger and COVID-19 pandemic Forward-Looking Information Forward-looking statements are subject to various risks, including COVID-19 impacts, interest rate changes, market disruptions, and regulatory actions - Forward-looking statements are subject to risks including COVID-19 impacts, interest rate changes, market disruptions, political uncertainty, regulatory actions, and cybersecurity breaches[161] Non-GAAP Financial Measures The company uses non-GAAP financial measures like FTE net interest income, net interest margin, and efficiency ratio to provide additional insights into performance and trends - Non-GAAP financial measures like FTE net interest income, net interest margin, and efficiency ratio are used to provide additional insights into performance and trends[163][164] Non-GAAP Financial Measures | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net interest income on a FTE basis | $57,291 | $53,530 | $170,930 | $153,805 | | Net interest margin | 3.38% | 3.45% | 3.39% | 3.54% | | Efficiency ratio | 51.82% | 56.54% | 50.53% | 57.78% | Critical Accounting Policies Critical accounting policies, including Allowance for Credit Losses, Goodwill, and Mortgage Servicing Rights Valuation, involve significant management judgments - Critical accounting policies include the Allowance for Credit Losses, Goodwill, and the Valuation of Mortgage Servicing Rights, which involve significant management judgments[168] General (Company Overview) Premier Financial Corp. operates as a financial holding company through its subsidiaries, expanding operations across multiple states following the UCFC acquisition, and is subject to extensive federal and state regulation - Premier Financial Corp. is a financial holding company with subsidiaries including Premier Bank, First Insurance Group, PFC Risk Management, and PFC Capital[170] - The company's operations span Ohio, Michigan, Indiana, Pennsylvania, and West Virginia, with 75 banking centers and 12 loan offices[173] - Premier is subject to regulation, examination, and oversight by the Federal Reserve Board, SEC, FDIC, and the Ohio Department of Commerce's Division of Financial Institutions[178][179] Changes in Financial Condition Total assets increased by $256.6 million to $7.5 billion at September 30, 2021, driven by securities growth, while gross loans declined due to PPP loan decreases Key Financial Condition Changes (in Millions) | Metric | Sep 30, 2021 | Dec 31, 2020 | Change | | :-------------------------- | :----------- | :----------- | :----- | | Total Assets | $7,468 | $7,212 | +$256 | | Securities available for sale | $1,250 | $737 | +$513 | | Gross loans receivable | $5,300 | $5,522 | -$222 | | Deposits | $6,249 | $6,048 | +$201 | | Stockholders' equity | $1,032 | $982 | +$50 | - The decline in gross loans receivable was primarily due to a decrease in PPP loans from $386.9 million at December 31, 2020, to $143.9 million at September 30, 2021[181] Average Balances, Net Interest Income and Yields Earned and Rates Paid The tax-equivalent net interest margin decreased for both the three and nine months ended September 30, 2021, primarily due to lower yields on earning assets Net Interest Margin and Yields/Rates (3 Months Ended Sep 30) | Metric | 2021 | 2020 | | :--------------------------------------- | :--- | :--- | | Net interest margin | 3.38%| 3.45%| | Yield on interest-earning assets | 3.61%| 3.89%| | Cost of interest-bearing liabilities | 0.32%| 0.62%| Net Interest Margin and Yields/Rates (9 Months Ended Sep 30) | Metric | 2021 | 2020 | | :--------------------------------------- | :--- | :--- | | Net interest margin | 3.39%| 3.54%| | Yield on interest-earning assets | 3.64%| 4.10%| | Cost of interest-bearing liabilities | 0.37%| 0.76%| Results of Operations Net income increased for both the three and nine months ended September 30, 2021, driven by higher net interest income and a credit benefit for credit losses Three months ended September 30, 2021 and 2020 Net income for Q3 2021 was $28.4 million, up from $25.7 million in the prior year, with basic and diluted EPS at $0.76 Net Income and EPS (3 Months Ended Sep 30) | Metric | 2021 | 2020 | | :----- | :--- | :--- | | Net income (in Millions) | $28.4| $25.7| | Basic EPS | $0.76| $0.69| | Diluted EPS | $0.76| $0.69| Net Interest Income (3 months) Net interest income increased by $3.7 million to $57.0 million in Q3 2021, despite a decrease in the tax-equivalent net interest margin to 3.38% - Net interest income increased by $3.7 million to $57.0 million in Q3 2021, driven by higher average earning assets[194] - Tax-equivalent net interest margin decreased to 3.38% in Q3 2021 from 3.45% in Q3 2020 due to lower yields on earning assets[194] - Interest expense decreased by $3.1 million to $3.8 million in Q3 2021, primarily due to a 30 basis point decline in the yield on interest-bearing liabilities[196] Allowance for Credit Losses ("ACL") (3 months) The provision for credit losses was an expense of $1.6 million for Q3 2021, with the ACL at $73.2 million, representing 1.39% of loans - Provision for credit losses was an expense of $1.6 million for Q3 2021, down from $3.7 million in Q3 2020[211] - The ACL was $73.2 million at September 30, 2021, representing 1.39% of loans (1.43% excluding PPP loans)[211] Key Asset Quality Ratio Trends | Metric | Q3 2021 | Q3 2020 | | :--------------------------------------- | :------ | :------ | | Allowance for credit losses / loans* | 1.39% | 1.63% | | Allowance for credit losses / loans excluding PPP loans | 1.43% | 1.77% | | Non-performing assets / loans plus OREO* | 1.14% | 0.89% | | Net charge-offs / average loans (annualized) | (0.02)% | 0.24% | Non-Interest Income (3 months) Total non-interest income decreased by $6.7 million to $18.3 million in Q3 2021, primarily due to lower mortgage banking income, despite increased service fees - Total non-interest income decreased by $6.7 million to $18.3 million in Q3 2021[223] - Mortgage banking income decreased to $6.2 million in Q3 2021 from $12.0 million in Q3 2020, mainly due to lower saleable volume and hedge costs[224] - Service fees and other charges increased by $1.3 million to $6.1 million in Q3 2021, driven by higher ATM and interchange fees[223] Non-Interest Expense (3 months) Non-interest expense decreased by $4.5 million to $39.0 million in Q3 2021, mainly due to reduced acquisition-related charges and data processing costs - Non-interest expense decreased by $4.5 million to $39.0 million in Q3 2021, mainly due to reduced acquisition-related charges[228] - Compensation and benefits increased to $23.4 million in Q3 2021, primarily due to increased health care costs[228] - Data processing costs decreased by $902,000 to $3.4 million in Q3 2021 due to core systems consolidation[231] Nine Months Ended September 30, 2021 and 2020 Net income for the nine months ended September 30, 2021, was $100.7 million, a substantial increase from $32.2 million in the prior year Net Income and EPS (9 Months Ended Sep 30) | Metric | 2021 | 2020 | | :----- | :--- | :--- | | Net income (in Millions) | $100.7| $32.2| | Basic EPS | $2.70| $0.91| | Diluted EPS | $2.70| $0.91| Net Interest Income (9 months) Net interest income increased to $170.2 million for the first nine months of 2021, while the net interest margin declined by 15 basis points to 3.39% - Net interest income increased to $170.2 million for the first nine months of 2021, up from $153.0 million in 2020[235] - Interest expense decreased by $11.2 million to $12.9 million for the nine months ended September 30, 2021[236] - Net interest margin declined by 15 basis points to 3.39% for the first nine months of 2021, primarily due to falling interest rates[237] Provision for Credit Losses (9 months) The provision for credit losses was a recovery of $9.1 million for the nine months ended September 30, 2021, a significant improvement from a $51.0 million expense in 2020 - Provision for credit losses was a recovery of $9.1 million for the nine months ended September 30, 2021, compared to an expense of $51.0 million in 2020[238] - The decrease from 2020 was primarily due to the UCFC merger, which added $25.9 million to provision, and an additional provision for COVID-19 effects in 2020[238] - Net charge-offs were recoveries of $689,000 for the nine months of 2021, compared to net charge-offs of $1.7 million in 2020[238] Non-Interest Income (9 months) Total non-interest income slightly increased by $120,000 to $62.1 million for the nine months ended September 30, 2021, despite decreased mortgage banking income - Total non-interest income increased slightly by $120,000 to $62.1 million for the nine months ended September 30, 2021[239] - Mortgage banking income decreased by $3.9 million to $18.9 million, but a positive valuation adjustment of $5.7 million in mortgage servicing rights was recorded in 2021[240][241] - Income from Bank Owned Life Insurance increased to $3.0 million, driven by $334,000 in death benefits and $20.0 million in additional premium purchases[243] Non-Interest Expense (9 months) Non-interest expense decreased to $116.2 million for the first nine months of 2021, primarily due to the absence of $17.3 million in acquisition-related charges from 2020 - Non-interest expense decreased to $116.2 million for the first nine months of 2021, down from $123.9 million in 2020[245] - Acquisition-related charges of $17.3 million were recorded in 2020, with no similar charges in 2021[249] - Compensation and benefits increased to $66.4 million, mainly due to a full year of expense from the merger and merit increases[246] Liquidity The company maintains strong liquidity with $2.2 billion of on-hand liquidity at September 30, 2021, and monitors risk through ALCO's stress scenarios - At September 30, 2021, the Bank had $2.2 billion of on-hand liquidity, including cash, unencumbered securities, and FHLB borrowing capacity[254] - The Asset/Liability Committee (ALCO) is responsible for establishing and monitoring liquidity guidelines, policies, and procedures, including contingency funding analyses under stress scenarios[253][255] Capital Resources Both the company and Premier Bank met all 'well-capitalized' ratio guidelines at September 30, 2021, having absorbed the full effect of CECL adoption - The company and Premier Bank met all 'well-capitalized' ratio guidelines at September 30, 2021[259] Capital Ratios (September 30, 2021, in Thousands) | Capital Ratio | Consolidated Actual Amount | Consolidated Actual Ratio | Bank Actual Amount | Bank Actual Ratio | | :--------------------------------------- | :------------------------- | :------------------------ | :----------------- | :---------------- | | CET1 Capital (to Risk-Weighted Assets) | $691,782 | 10.98% | $714,406 | 11.39% | | Tier 1 Capital (to Risk Weighted Assets) | $726,782 | 11.54% | $714,406 | 11.39% | | Total Capital (to Risk Weighted Assets) | $853,696 | 13.55% | $791,320 | 12.62% | - The full effect of CECL adoption was absorbed in the company's March 31, 2020, capital calculations[259] Item 3. Quantitative and Qualitative Disclosures About Market Risk Premier monitors interest rate risk quarterly through simulation and EVE analysis, showing decreased net interest income sensitivity to rising rates and increased sensitivity to falling rates - Premier monitors interest rate risk quarterly using simulation analysis and economic value of equity (EVE) analysis[261][264] Impact on Future Annual Net Interest Income (in Thousands) | Immediate Change in Interest Rates | Sep 30, 2021 ($ Amount) | Sep 30, 2021 (% Change) | Dec 31, 2020 ($ Amount) | Dec 31, 2020 (% Change) | | :--------------------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | | +200 bp | $2,424 | 1.13% | $15,215 | 7.24% | | +100 bp | $1,406 | 0.65% | $7,908 | 3.76% | | -100 bp | $(5,515) | -2.57% | $(5,036) | -2.40% | Economic Value of Equity (EVE) Analysis (September 30, 2021, in Thousands) | Change in Rates | $ Amount | $ Change | % Change | | :---------------- | :---------- | :------- | :------- | | +400 bp | $1,411,217 | $2,984 | 0.21% | | -100 bp | $1,342,490 | $(65,743)| (4.67)% | Item 4. Controls and Procedures The company's disclosure controls and procedures were effective as of September 30, 2021, with no material changes in internal controls over financial reporting - The company's disclosure controls and procedures were effective as of September 30, 2021[267] - No material changes occurred in internal controls over financial reporting during the quarter ended September 30, 2021[267] PART II - OTHER INFORMATION This section provides other required information, including legal proceedings, risk factors, equity sales, and exhibits Item 1. Legal Proceedings The company is involved in ordinary course legal proceedings, with management believing any resulting liability will not be material - The company is involved in ordinary course legal proceedings, with management believing any resulting liability will not be material[268] Item 1A. Risk Factors There are no material changes to the risk factors previously disclosed in the 2020 Form 10-K - No material changes from the risk factors set forth in the 2020 Form 10-K[269] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company had no unregistered sales of equity securities in Q3 2021, repurchasing 208,496 shares at an average price of $28.92 per share - No unregistered sales of equity securities occurred during Q3 2021[270] Common Stock Repurchases (Q3 2021) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :----------------------- | :----------------------------- | :--------------------------- | | July 1 - July 31, 2021 | 1,287 | $26.76 | | August 1 - August 31, 2021 | 189,382 | $28.92 | | September 1 - Sep 30, 2021 | 17,827 | $29.01 | | Total | 208,496 | $28.92 | - As of September 30, 2021, 1,628,149 shares remained authorized for repurchase under the program, which has no expiration date[271] Item 3. Defaults upon Senior Securities This item is not applicable to the current report Item 4. Mine Safety Disclosures This item is not applicable to the current report Item 5. Other Information No other information is reported under this item Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including the Merger Agreement, corporate governance documents, CEO and CFO certifications, and the Inline XBRL data file - Exhibits include the Merger Agreement, corporate governance documents, CEO and CFO certifications under Sarbanes-Oxley Act Sections 302 and 906, and the Inline XBRL data file[276][279] Signatures The report was signed on November 4, 2021, by Gary M. Small, President and CEO, and Paul D. Nungester, Jr., EVP and CFO - The report was signed by Gary M. Small (President and CEO) and Paul D. Nungester, Jr. (EVP and CFO) on November 4, 2021[278]