WSBC 8-K
Wesbanco Inc (WSBC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Former Name or Former Address, if Changed Since Last Report: Not Applicable
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 Instructions 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)) |
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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.
Item 8.01 Other Events
On July 25, 2024, Wesbanco, Inc. (the “Company”), Wesbanco Bank, Inc. (“Wesbanco Bank”), Premier Financial Corp. (“Premier Financial”) and Premier Bank entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) providing for the merger of Premier Financial with and into the Company (the “Merger”) upon the terms and subject to the conditions set forth in the Merger Agreement. As a result of the Merger, the separate corporate existence of Premier Financial will cease, and the Company will continue as the surviving corporation in the Merger. The Merger Agreement also provides that, immediately following the completion of the Merger, Premier Bank, an Ohio state-chartered bank and a wholly-owned subsidiary of Premier Financial, will merge with and into Wesbanco Bank, a West Virginia banking corporation and a wholly-owned subsidiary of the Company (the “Bank Merger”), with Wesbanco Bank continuing as the surviving bank in the Bank Merger.
In connection with the proposed Merger and Bank Merger, the following historical financial statements of Premier Financial are filed by the Company as exhibits to this Current Report on Form 8-K:
| • | Audited consolidated financial statements of Premier Financial and its subsidiaries as of December 31, 2023 and December 31, 2022, and for each of the years in the three-year period ended December 31, 2023, the notes related thereto, and the reports dated February 28, 2024, relating to such consolidated financial statements of the Company and the effectiveness of the Company’s internal control over financial reporting; and |
| • | Unaudited condensed consolidated financial statements of Premier Financial and its subsidiaries as of June 30, 2024 and December 31, 2023, and for the six-month periods ended June 30, 2024 and June 30, 2023, and the notes related thereto. |
Also filed by the Company as an exhibit to this Current Report on Form 8-K are unaudited pro forma condensed combined statements of income for the six months ended June 30, 2024 and the year ended December 31, 2023 of the Company and an unaudited pro forma condensed combined balance sheet as of June 30, 2024 of the Company, and the notes related thereto. These unaudited condensed combined pro forma financial statements give pro forma effect to the Merger and the related transactions that have occurred or will occur in connection with the Merger. These unaudited condensed combined pro forma financial statements are derived from the historical financial statements of the Company and Premier Financial. These unaudited condensed combined pro forma financial statements are preliminary and reflect a number of assumptions, including, among others, that the Merger, the Bank Merger and the related transactions will be consummated. There can be no assurance that any of such transactions will be consummated or that the actual terms of such transactions will not differ materially from the Company’s current expectations.
Forward-Looking Statements
Matters set forth in the exhibits to this filing contain certain forward-looking statements, including certain plans, expectations, goals, and projections, and including statements about the benefits of the proposed Merger between the Company and Premier Financial, that are subject to numerous assumptions, risks, and uncertainties. Forward-looking statements in the exhibits to this filing are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those contained or implied by such statements for a variety of factors including: the effects of changing regional and national economic conditions, changes in interest rates, spreads on earning assets and interest-bearing liabilities, and associated interest rate sensitivity; sources of liquidity available to the Company and its related subsidiary operations; potential future credit losses and the credit risk of commercial, real estate, and consumer loan customers and their borrowing activities; actions of the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau, the SEC, the Financial Institution Regulatory Authority, the Municipal Securities Rulemaking Board, the Securities Investors Protection Corporation, and other regulatory bodies; potential legislative and federal and state regulatory actions and reform, including, without limitation, the impact of the implementation of the Dodd-Frank Act; adverse decisions of federal and state courts; fraud, scams and schemes of third parties; cyber-security breaches; competitive conditions in the financial services industry; rapidly changing technology affecting financial services; marketability of debt instruments and corresponding impact on fair value adjustments; and/or other external developments materially impacting the Company’s operational and financial performance, the businesses of the Company and Premier Financial may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the proposed Merger may not be fully realized within the expected timeframes; disruption from the proposed Merger may make it more difficult to maintain relationships with clients, associates, or suppliers; the required governmental approvals of the proposed Merger may not be obtained on the expected terms and schedule; the shareholders of Premier Financial may not approve the proposed Merger and/or the shareholders of the Company may not approve the Merger Agreement or the issuance of shares of the Company’s common stock in connection with the Merger; changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of other business strategies; the nature, extent, and timing of governmental
actions and reforms; and extended disruption of vital infrastructure; and other factors described in the Company’s 2024 Annual Report on Form 10-K, Premier Financial’s 2024 Annual Report on Form 10-K, and documents subsequently filed by the Company and Premier Financial with the SEC. All forward-looking statements included in this filing are based on information available at the time of the release. Neither the Company nor Premier Financial assumes any obligation to update any forward-looking statement.
Additional Information About the Merger and Where to Find It
In connection with the proposed Merger, the Company will file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include a joint proxy statement of Premier Financial and the Company and a prospectus of the Company, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS OF THE COMPANY, SHAREHOLDERS OF PREMIER FINANCIAL AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Joint Proxy Statement/Prospectus will be mailed to shareholders of the Company and shareholders of Premier Financial prior to the respective shareholder meetings, which have not yet been scheduled. In addition, when the Registration Statement on Form S-4, which will include the Joint Proxy Statements/Prospectus, and other related documents are filed by the Company or Premier with the SEC, they may be obtained for free at the SEC’s website at www.sec.gov, and from either the Company’s or Premier Financial’s website at www.wesbanco.com or www.premierfincorp.com, respectively.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Merger and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Participants in the Solicitation
The Company and Premier Financial and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the respective shareholders of the Company and Premier Financial in connection with the proposed Merger. Information about the directors and executive officers of the Company is set forth in the proxy statement for the Company’s 2024 annual meeting of shareholders, as filed with the SEC on March 13, 2024. Information about the directors and executive officers of Premier Financial is set forth in the proxy statement for Premier Financial’s 2024 annual meeting of shareholders, as filed with the SEC on March 18, 2024. Information about any other persons who may, under the rules of the SEC, be considered participants in the solicitation of the respective shareholders of the Company or Premier Financial in connection with the proposed Merger will be included in the Joint Proxy Statement/Prospectus. You can obtain free copies of these documents from the SEC, the Company or Premier Financial using the website information above. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
THE RESPECTIVE SHAREHOLDERS OF THE COMPANY AND PREMIER FINANCIAL ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS WITH RESPECT TO THE PROPOSED MERGER.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Wesbanco, Inc. | ||||||
| (Registrant) | ||||||
| Date: September 13, 2024 | /s/ Daniel K. Weiss, Jr. | |||||
| Daniel K. Weiss, Jr. | ||||||
Senior Executive Vice President and Chief Financial Officer | ||||||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement No. 333-270051 on Form S-3 and Registration Statements No. 333-107736, No. 333-158749, No. 333-166541, No. 333-214620, No. 333-217398, No. 333-236741, No. 333-255443, No. 333-278833 and No. 333-280596 on Form S-8 of Wesbanco, Inc of our report dated February 28, 2024, on the consolidated statements of financial condition of Premier Financial Corp. as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023 and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, which is included in Exhibit 99.1 of this Current Report on Form 8-K.
| /s/ Crowe LLP |
| Crowe LLP |
Cleveland, Ohio
September 13, 2024
Exhibit 99.1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Stockholders’ and the Board of Directors of Premier Financial Corp.
Defiance, Ohio
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial condition of Premier Financial Corp. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Allowance for Credit Losses on Loans Receivable (“ACL”) – Qualitative Factors
As described in Notes 2 and 6 to the financial statements, the Company recognizes expected losses expected to be incurred over the contractual lives of financial assets carried at amortized cost, including loans receivable, using the Current Expected Credit Losses methodology. The ACL was $76,512,000 at December 31, 2023, and consists of two components: a specific reserve based on the analysis of individually evaluated loans, and a general reserve which represents current expected credit losses on loans sharing common risk characteristics (“general reserve”). The general reserve includes amounts from both a quantitative and a qualitative analysis. The Company has segregated the portfolio into segments with similar risk characteristics and generally uses two methodologies, discounted cash flow and probability of default/loss given default, to determine the quantitative factors.
Determination of the qualitative factors, which are added to the quantitative factors to adjust the general reserve for the current environment, incorporates subjective factors, including economic, environmental, and other risk factors. The incorporation of qualitative factors added $44,100,000 to the ACL as of December 31, 2023. We have identified auditing the qualitative factors as a critical audit matter as management’s determination of the qualitative factors is subjective and involves significant management judgments; and our audit procedures related to certain of the qualitative factors involved a high degree of auditor judgment and required significant audit effort, including the need to involve more experienced audit personnel.
The primary procedures we performed to address this critical audit matter included:
| • | Testing the design and operating effectiveness of controls that ensured the qualitative factors had a reasonable basis, including controls addressing: |
| • | Management’s review of the relevance and reliability of data inputs used as the basis for the qualitative factors. |
| • | Management’s review of the reasonableness of significant judgments and assumptions used to develop the qualitative factors. |
| • | Management’s review of the mathematical accuracy of the qualitative factors calculation. |
| • | Substantively testing management’s determination of the qualitative factors, including evaluating their judgments and assumptions including: |
| • | Testing management’s process for developing the qualitative factors and assessing the relevance and reliability of data used to develop the adjustments, including evaluating their significant judgments and assumptions for reasonableness. Among other procedures, our evaluation considered evidence from internal and external sources and whether significant judgments and assumptions were applied consistently from period to period. |
| • | Analytically evaluating the qualitative factors for directional consistency and reasonableness. |
| • | Testing the mathematical accuracy of the qualitative factors used in the general reserve. |
Goodwill Impairment Assessment as of September 30, 2023
As described in Notes 2 and 9 to the financial statements, the Company’s goodwill balance totaled $295,602,000 as of December 31, 2023, which is allocated to the Company’s single reporting unit. The Company performs a goodwill impairment test annually as of November 30, or in between annual tests if events or changes in circumstances indicate that it is more likely than not that the fair value of the reporting unit is less than the carrying amount. Due to the sustained decline in the Company’s stock price, management performed a quantitative assessment of goodwill for impairment as of September 30, 2023, concluding goodwill was not impaired. The impairment assessment compared the fair value of the Company’s single reporting unit with its carrying amount (including goodwill). If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to the excess. The Company’s assessment estimated fair value using an income approach that incorporated a discounted cash flow model that involves management assumptions based upon future projections.
We identified the auditing of the impairment assessment of goodwill as of September 30, 2023 as a critical audit matter due to the high degree of auditor judgment and subjectivity needed to evaluate the fair value of the reporting unit due to the judgments made by management in the estimation of the Company’s reporting unit fair value. In addition, the audit procedures involved the use of specialists to assist with the evaluation.
The primary procedures performed to address this critical audit matter included:
| • | Testing the design and operative effectiveness of management’s review control over the appropriateness of the valuation method, the completeness and accuracy of internal data, relevance and reliability of external data, and reasonableness of estimates and assumptions in the valuation. |
| • | Evaluating the appropriateness of the valuation method used to determine the fair value of the reporting unit. |
| • | Testing the mathematical accuracy of the fair value computation including testing of the completeness and accuracy of the data used in the analysis to develop the estimate. |
| • | Evaluating the reasonableness of the prospective financial information. |
| • | Utilization of specialists to assist with the evaluation of the appropriateness of the valuation method, management assumptions, and overall reasonableness of the fair value of the reporting unit. |
/s/Crowe LLP
Crowe LLP
We have served as the Company’s auditor since 2005.
Cleveland, Ohio
February 28, 2024
PREMIER FINANCIAL CORP.
Consolidated Statements of Financial Condition
(Dollars in Thousands, except per share data)
| December 31, | ||||||||
| 2023 | 2022 | |||||||
| Assets |
||||||||
| Cash and cash equivalents: |
||||||||
| Cash and amounts due from depository institutions |
$ | 81,973 | $ | 88,257 | ||||
| Interest-bearing deposits |
32,783 | 39,903 | ||||||
|
|
|
|
|
|||||
| 114,756 | 128,160 | |||||||
| Securities available-for-sale, carried at fair value |
946,708 | 1,040,081 | ||||||
| Equity securities, carried at fair value |
5,773 | 7,832 | ||||||
|
|
|
|
|
|||||
| 952,481 | 1,047,913 | |||||||
| Loans held for sale, at fair value at December 31, 2023 |
145,641 | 115,251 | ||||||
| Loans receivable, net of allowance for credit losses of $76,512 and $72,816 at December 31, 2023 and 2022, respectively |
6,662,875 | 6,387,804 | ||||||
| Mortgage servicing rights |
18,696 | 21,171 | ||||||
| Accrued interest receivable |
33,446 | 28,709 | ||||||
| Federal Home Loan Bank (FHLB) stock |
21,760 | 29,185 | ||||||
| Bank owned life insurance |
181,544 | 170,713 | ||||||
| Premises and equipment |
56,878 | 55,541 | ||||||
| Real estate and other assets held for sale (OREO) |
243 | 619 | ||||||
| Goodwill |
295,602 | 317,988 | ||||||
| Core deposit and other intangibles |
12,186 | 19,074 | ||||||
| Other assets |
129,841 | 133,214 | ||||||
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|
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|
|
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| Total assets |
$ | 8,625,949 | $ | 8,455,342 | ||||
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| Liabilities and stockholders’ equity |
||||||||
| Liabilities: |
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| Deposits: |
||||||||
| Noninterest-bearing |
$ | 1,591,979 | $ | 1,869,509 | ||||
| Interest-bearing |
5,209,123 | 4,893,502 | ||||||
| Brokered deposits |
341,944 | 143,708 | ||||||
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|
|
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| Total |
7,143,046 | 6,906,719 | ||||||
| Advances from the Federal Home Loan Bank |
280,000 | 428,000 | ||||||
| Subordinated debentures |
85,229 | 85,103 | ||||||
| Advance payments by borrowers |
23,277 | 34,188 | ||||||
| Reserve for credit losses - unfunded commitments |
4,307 | 6,816 | ||||||
| Other liabilities |
114,463 | 106,795 | ||||||
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|
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|
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| Total liabilities |
7,650,322 | 7,567,621 | ||||||
| Commitments and Contingent Liabilities (Note 5) |
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| Stockholders’ equity: |
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| Preferred stock, $.01 par value per share: 37,000 shares authorized; no shares issued |
— | — | ||||||
| Preferred stock, $.01 par value per share: 4,963,000 shares authorized; no shares issued |
— | — | ||||||
| Common stock, $.01 par value per share: 50,000,000 shares authorized; 43,297,260 and 43,297,260 shares issued and 35,729,593 and 35,591,277 shares outstanding, respectively |
306 | 306 | ||||||
| Additional paid-in capital |
690,585 | 691,453 | ||||||
| Accumulated other comprehensive loss, net of tax of $(40,862) and $(46,323), respectively |
(153,719 | ) | (173,460 | ) | ||||
| Retained earnings |
569,937 | 502,909 | ||||||
| Treasury stock, at cost, 7,567,667 and 7,705,983 shares, respectively |
(131,482 | ) | (133,487 | ) | ||||
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| Total stockholders’ equity |
975,627 | 887,721 | ||||||
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| Total liabilities and stockholders’ equity |
$ | 8,625,949 | $ | 8,455,342 | ||||
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See accompanying notes
PREMIER FINANCIAL CORP.
Consolidated Statements of Income
(Dollar Amounts in Thousands, except per share data)
| Years Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Interest Income |
||||||||||||
| Loans |
$ | 332,208 | $ | 249,561 | $ | 223,787 | ||||||
| Investment securities: |
||||||||||||
| Tax-exempt |
2,383 | 3,406 | 3,898 | |||||||||
| Taxable |
25,831 | 22,689 | 15,471 | |||||||||
| Interest-bearing deposits |
2,478 | 831 | 198 | |||||||||
| FHLB stock dividends |
2,610 | 1,225 | 233 | |||||||||
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| Total interest income |
365,510 | 277,712 | 243,587 | |||||||||
| Interest Expense |
||||||||||||
| Deposits |
122,407 | 24,909 | 13,482 | |||||||||
| Federal Home Loan Bank advances and other |
21,479 | 6,550 | 23 | |||||||||
| Subordinated debentures |
4,531 | 3,327 | 2,713 | |||||||||
| Notes payable |
— | 5 | — | |||||||||
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| Total interest expense |
148,417 | 34,791 | 16,218 | |||||||||
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|
|||||||
| Net interest income |
217,093 | 242,921 | 227,369 | |||||||||
| Credit loss (benefit) expense - loans and leases |
7,742 | 12,503 | (6,733 | ) | ||||||||
| Credit loss (benefit) expense - unfunded commitments |
(2,508 | ) | 1,784 | (319 | ) | |||||||
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| Net interest income after provision for credit losses |
211,859 | 228,634 | 234,421 | |||||||||
| Non-interest Income |
||||||||||||
| Service fees and other charges |
27,325 | 25,853 | 24,168 | |||||||||
| Mortgage banking income |
6,743 | 9,871 | 21,925 | |||||||||
| Insurance commissions |
8,856 | 16,228 | 15,780 | |||||||||
| Gain on sale of non-mortgage loans |
165 | — | — | |||||||||
| Gain on sale of securities available for sale |
37 | 1 | 2,218 | |||||||||
| (Loss) Gain on equity securities |
(453 | ) | (551 | ) | 1,954 | |||||||
| Gain on sale of insurance agency |
36,296 | — | — | |||||||||
| Wealth management income |
6,322 | 5,828 | 6,027 | |||||||||
| Income from Bank Owned Life Insurance |
5,014 | 3,946 | 5,121 | |||||||||
| Other non-interest income |
544 | 984 | 2,133 | |||||||||
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|||||||
| Total non-interest income |
90,849 | 62,160 | 79,326 | |||||||||
| Non-interest Expense |
||||||||||||
| Compensation and benefits |
92,609 | 97,396 | 90,646 | |||||||||
| Occupancy |
13,358 | 14,039 | 15,501 | |||||||||
| FDIC insurance premium |
5,803 | 3,647 | 2,896 | |||||||||
| Financial institutions tax |
3,563 | 4,110 | 4,079 | |||||||||
| Data processing |
16,191 | 13,780 | 13,550 | |||||||||
| Transaction costs |
3,652 | — | — | |||||||||
| Amortization of intangibles |
4,604 | 5,450 | 6,208 | |||||||||
| Other non-interest expense |
23,451 | 26,089 | 24,444 | |||||||||
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| Total non-interest expense |
163,231 | 164,511 | 157,324 | |||||||||
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| Income before income taxes |
139,477 | 126,283 | 156,423 | |||||||||
| Federal income taxes |
28,182 | 24,096 | 30,372 | |||||||||
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| Net Income |
$ | 111,295 | $ | 102,187 | $ | 126,051 | ||||||
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| Earnings per common share (Note 3) |
||||||||||||
| Basic |
$ | 3.11 | $ | 2.86 | $ | 3.39 | ||||||
| Diluted |
$ | 3.11 | $ | 2.85 | $ | 3.39 | ||||||
See accompanying notes
PREMIER FINANCIAL CORP.
Consolidated Statements of Comprehensive Income
(Dollar Amounts in Thousands)
| For the Years Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Net income |
$ | 111,295 | $ | 102,187 | $ | 126,051 | ||||||
| Change in securities available-for-sale (AFS): |
||||||||||||
| Unrealized holding gains (losses) on available-for-sale securities arising during the period |
19,281 | (174,953 | ) | (21,967 | ) | |||||||
| Reclassification adjustment for (gains) losses realized in income |
(37 | ) | 1 | (2,218 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Net unrealized gains (losses) |
19,244 | (174,952 | ) | (24,185 | ) | |||||||
| Income tax effect |
(4,041 | ) | 36,739 | 5,079 | ||||||||
|
|
|
|
|
|
|
|||||||
| Net of tax amount |
15,203 | (138,213 | ) | (19,106 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Change in cash flow hedge derivatives: |
||||||||||||
| Unrealized holding gains (losses) on balance sheet swap |
(3,626 | ) | (40,494 | ) | 3,025 | |||||||
| Reclassification adjustment for cash flow hedge derivative (gains) losses included in income |
9,381 | (392 | ) | (2,172 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Net unrealized gains (losses) |
5,755 | (40,886 | ) | 853 | ||||||||
| Income tax effect |
(1,208 | ) | 8,586 | (179 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Net of tax amount |
4,547 | (32,300 | ) | 674 | ||||||||
|
|
|
|
|
|
|
|||||||
| Change in unrealized gain/(loss) on postretirement benefit: |
||||||||||||
| Net gain (loss) on defined benefit postretirement medical plan realized during the period |
11 | 599 | 13 | |||||||||
| Net amortization and deferral |
(23 | ) | 10 | (13 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Net gain (loss) activity during the period |
(12 | ) | 609 | — | ||||||||
| Income tax effect |
3 | (128 | ) | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Net of tax amount |
(9 | ) | 481 | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Total other comprehensive income (loss) |
19,741 | (170,032 | ) | (18,432 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Comprehensive income (loss) |
$ | 131,036 | $ | (67,845 | ) | $ | 107,619 | |||||
|
|
|
|
|
|
|
|||||||
See accompanying notes
PREMIER FINANCIAL CORP.
Consolidated Statements of Changes in Stockholders’ Equity
(Dollar Amounts In Thousands, except number of shares)
| Preferred Stock |
Common Stock Shares |
Common Stock |
Additional Paid-In Capital |
Accumulated Other Comprehensive Income (Loss) |
Retained Earnings |
Treasury Stock |
Total Stockholder’s Equity |
|||||||||||||||||||||||||
| Balance at December 31, 2020 |
$ | — | 37,291,480 | $ | 306 | $ | 689,390 | $ | 15,004 | $ | 356,414 | $ | (78,838 | ) | $ | 982,276 | ||||||||||||||||
| Net income |
126,051 | 126,051 | ||||||||||||||||||||||||||||||
| Other comprehensive loss |
(18,432 | ) | (18,432 | ) | ||||||||||||||||||||||||||||
| Deferred compensation plan |
7,911 | (30 | ) | 30 | — | |||||||||||||||||||||||||||
| Stock based compensation expense |
2,827 | 2,827 | ||||||||||||||||||||||||||||||
| Vesting of incentive plans |
31,597 | (507 | ) | 507 | — | |||||||||||||||||||||||||||
| Shares exercised under stock option plan, net |
600 | 8 | 8 | |||||||||||||||||||||||||||||
| Restricted share issuance |
43,460 | (568 | ) | 568 | — | |||||||||||||||||||||||||||
| Restricted share forfeitures |
(24,299 | ) | 20 | (723 | ) | (703 | ) | |||||||||||||||||||||||||
| Shares repurchased |
(967,136 | ) | (29,583 | ) | (29,583 | ) | ||||||||||||||||||||||||||
| Common stock dividends paid ($1.05 per share) |
(38,948 | ) | (38,948 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance at December 31, 2021 |
$ | — | 36,383,613 | $ | 306 | $ | 691,132 | $ | (3,428 | ) | $ | 443,517 | $ | (108,031 | ) | $ | 1,023,496 | |||||||||||||||
| Net income |
102,187 | 102,187 | ||||||||||||||||||||||||||||||
| Other comprehensive loss |
(170,032 | ) | (170,032 | ) | ||||||||||||||||||||||||||||
| Deferred compensation plan |
9,933 | (57 | ) | 57 | — | |||||||||||||||||||||||||||
| Stock based compensation expenses |
2,016 | 2,016 | ||||||||||||||||||||||||||||||
| Vesting of incentive plans |
11,207 | (413 | ) | 413 | — | |||||||||||||||||||||||||||
| Shares issued under stock option plan |
3,000 | 53 | 53 | |||||||||||||||||||||||||||||
| Restricted share issuance |
81,412 | (1,418 | ) | 1,418 | — | |||||||||||||||||||||||||||
| Restricted share forfeitures |
(13,746 | ) | 193 | (527 | ) | (334 | ) | |||||||||||||||||||||||||
| Shares repurchased |
(884,142 | ) | (26,870 | ) | (26,870 | ) | ||||||||||||||||||||||||||
| Common stock dividend payment ($1.20 per share) |
(42,795 | ) | (42,795 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance at December 31, 2022 |
$ | — | 35,591,277 | $ | 306 | $ | 691,453 | $ | (173,460 | ) | $ | 502,909 | $ | (133,487 | ) | $ | 887,721 | |||||||||||||||
| Net income |
111,295 | 111,295 | ||||||||||||||||||||||||||||||
| Other comprehensive income |
19,741 | 19,741 | ||||||||||||||||||||||||||||||
| Deferred compensation plan |
9,196 | 36 | (36 | ) | — | |||||||||||||||||||||||||||
| Stock based compensation expenses |
4,114 | 1,508 | 71 | 1,579 | ||||||||||||||||||||||||||||
| Vesting of incentive plans |
66,780 | (1,159 | ) | 1,159 | ||||||||||||||||||||||||||||
| Shares issued under stock option plan |
1,865 | (18 | ) | 33 | 15 | |||||||||||||||||||||||||||
| Restricted share issuance |
92,427 | (1,309 | ) | 1,605 | 296 | |||||||||||||||||||||||||||
| Restricted share forfeitures |
(35,675 | ) | 74 | (816 | ) | (742 | ) | |||||||||||||||||||||||||
| Shares repurchased |
(391 | ) | (11 | ) | (11 | ) | ||||||||||||||||||||||||||
| Common stock dividend payment ($1.24 per share) |
(44,267 | ) | (44,267 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance at December 31, 2023 |
$ | — | 35,729,593 | $ | 306 | $ | 690,585 | $ | (153,719 | ) | $ | 569,937 | $ | (131,482 | ) | $ | 975,627 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
See accompanying notes
PREMIER FINANCIAL CORP.
Consolidated Statements of Cash Flows
(Dollar Amounts in Thousands)
| Years Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Operating Activities |
||||||||||||
| Net income |
$ | 111,295 | $ | 102,187 | $ | 126,051 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
| Provision for credit losses |
5,234 | 14,287 | (7,052 | ) | ||||||||
| Depreciation |
5,334 | 5,631 | 6,306 | |||||||||
| Net amortization of premium and discounts on loans, securities, deposits and debt obligations |
5,677 | 8,497 | (284 | ) | ||||||||
| Amortization of mortgage servicing rights, net of impairment charges/recoveries |
5,113 | 3,380 | 2,086 | |||||||||
| Amortization of intangibles |
4,604 | 5,450 | 6,208 | |||||||||
| Mortgage banking gain, net |
(4,429 | ) | (5,787 | ) | (16,437 | ) | ||||||
| Gain on sale of insurance agency, net |
(32,644 | ) | — | — | ||||||||
| Loss (Gain) on sale / write-down of real estate and other assets held for sale |
138 | (58 | ) | (6 | ) | |||||||
| Gain on sale of available for sale securities |
(37 | ) | (1 | ) | (2,218 | ) | ||||||
| Loss (Gain) on equity securities |
453 | 551 | (1,954 | ) | ||||||||
| Change in deferred taxes |
(2,934 | ) | (1,306 | ) | 5,393 | |||||||
| Proceeds from sale of loans held for sale |
255,809 | 426,398 | 867,522 | |||||||||
| Origination of loans held for sale |
(284,408 | ) | (377,928 | ) | (800,887 | ) | ||||||
| Stock based compensation expense |
1,875 | 2,016 | 2,827 | |||||||||
| Restricted stock forfeits for taxes and option exercises |
(742 | ) | (334 | ) | (703 | ) | ||||||
| Income from bank owned life insurance |
(4,139 | ) | (3,946 | ) | (5,121 | ) | ||||||
| Changes in: |
||||||||||||
| Accrued interest receivable and other assets |
(5,329 | ) | (8,072 | ) | (5,755 | ) | ||||||
| Other liabilities |
16,465 | 9,131 | (10,813 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by operating activities |
77,335 | 180,096 | 165,163 | |||||||||
| Investing Activities |
||||||||||||
| Proceeds from maturities, calls and paydowns of available-for-sale securities |
92,683 | 97,445 | 149,197 | |||||||||
| Proceeds from sale of available-for-sale securities |
25,300 | 9,641 | 158,012 | |||||||||
| Proceeds from sale of equity securities |
1,606 | 8,714 | — | |||||||||
| Proceeds from sale of OREO |
1,477 | 638 | 488 | |||||||||
| Purchases of available-for-sale securities |
(10,093 | ) | (122,456 | ) | (806,083 | ) | ||||||
| Purchases of equity securities |
— | (3,000 | ) | (11,053 | ) | |||||||
| Purchases of office properties and equipment |
(7,113 | ) | (5,570 | ) | (3,023 | ) | ||||||
| Investment in bank owned life insurance |
(6,692 | ) | — | (18,307 | ) | |||||||
| Proceeds from bank owned life insurance death benefit |
— | — | 1,445 | |||||||||
| Net change in Federal Home Loan Bank stock |
7,425 | (17,600 | ) | 4,441 | ||||||||
| Net cash received in disposition (paid in acquisition) |
47,354 | (435 | ) | — | ||||||||
| Net (increase) decrease in loans receivable |
(276,597 | ) | (1,174,347 | ) | 192,069 | |||||||
|
|
|
|
|
|
|
|||||||
| Net cash used in investing activities |
(124,650 | ) | (1,206,970 | ) | (332,814 | ) | ||||||
| Financing Activities |
||||||||||||
| Net increase in deposits and advance payments by borrowers |
226,174 | 635,080 | 238,474 | |||||||||
| Net change in Federal Home Loan Bank advances |
(148,000 | ) | 428,000 | — | ||||||||
| Cash dividends paid on common stock |
(44,267 | ) | (42,795 | ) | (38,948 | ) | ||||||
| Net cash paid for repurchase of common stock |
(11 | ) | (26,870 | ) | (29,583 | ) | ||||||
| Proceeds from exercise of stock options |
15 | 53 | 8 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by financing activities |
33,911 | 993,468 | 169,951 | |||||||||
|
|
|
|
|
|
|
|||||||
| (Decrease) Increase in cash and cash equivalents |
(13,404 | ) | (33,406 | ) | 2,300 | |||||||
| Cash and cash equivalents at beginning of period |
128,160 | 161,566 | 159,266 | |||||||||
|
|
|
|
|
|
|
|||||||
| Cash and cash equivalents at end of period |
$ | 114,756 | $ | 128,160 | $ | 161,566 | ||||||
|
|
|
|
|
|
|
|||||||
| Supplemental cash flow information: |
||||||||||||
| Interest paid |
$ | 135,924 | $ | 32,730 | $ | 16,357 | ||||||
| Income taxes paid |
27,823 | 17,540 | 27,055 | |||||||||
| Transfers from loans to other real estate owned and other assets held for sale |
— | — | 220 | |||||||||
| Initial recognition of right-of-use asset |
804 | 680 | 500 | |||||||||
| Initial recognition of lease liability |
804 | 680 | 500 | |||||||||
See accompanying notes.
Notes to the Consolidated Financial Statements
| 1. | Basis of Presentation |
Premier Financial Corp. (“Premier” or the “Company”) is a financial holding company for its wholly-owned subsidiaries, Premier Bank (the “Bank”), PFC Risk Management Inc. (“PFC Risk Management”), PFC Capital, LLC (“PFC Capital”) and First Insurance Group of the Midwest, Inc. (“First Insurance”). All significant intercompany transactions and balances are eliminated in consolidation. Premier’s stock is traded on the NASDAQ Global Select Market under the ticker PFC.
The Bank is primarily engaged in community banking. It attracts deposits from the general public through its offices and website, and uses those and other available sources of funds to originate residential real estate loans, commercial real estate loans, commercial loans, home improvement and home equity loans and consumer loans. In addition, the Bank invests in U.S. Treasury and federal government agency obligations, obligations of states and political subdivisions, mortgage-backed securities that are issued by federal agencies, including real estate mortgage investment conduits (“REMICs”) and residential collateralized mortgage obligations (“CMOs”), and corporate bonds. The Bank’s deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”). The Bank is a member of the Federal Home Loan Bank (“FHLB”) System.
PFC Capital provides mezzanine funding for customers of the Bank. Mezzanine loans are offered by PFC Capital to customers in the Company’s market area and are expected to be repaid from the cash flow from operations of the borrowing businesses.
First Insurance was an insurance agency that conducted business throughout Premier’s markets. First Insurance offered property and casualty insurance, life insurance and group health insurance. On June 30, 2023, the Company completed the sale of substantially all of the assets (including $24.7 million of goodwill and intangibles) of First Insurance to Risk Strategies Corporation (“Buyer”). Consideration included a combination of cash and a subordinated note resulting in net cash received of $47.4 million after certain transaction costs at closing, the assumption of certain leases, and contingent consideration subject to certain performance criteria by the Buyer to be determined after the year ended December 31, 2026. The Company recorded a pre-tax gain on sale of $36.3 million, transaction costs of $3.7 million and taxes of $8.5 million for a $24.1 million increase to equity in 2023.
PFC Risk Management was a wholly-owned insurance company subsidiary of the Company that was formed to insure the Company and its subsidiaries against certain risks unique to the operations of the Company and for which insurance was not available or economically feasible in the insurance marketplace. PFC Risk Management pooled resources with several other similar insurance company subsidiaries of financial institutions to help minimize the risk allocable to each participating insurer. Due to pending changes in tax law, PFC Risk Management was dissolved and liquidated in December 2023.
Due to sustained inflation and rising interest rates, business and consumer customers of the Bank are experiencing varying degrees of financial distress, which is expected to continue over the coming months and will likely adversely affect their ability to pay interest and principal on their loans. Further, value of the collateral securing their obligations may decline. These uncertainties may negatively impact the Statement of Financial Condition, the Statement of Income and the Statement of Cash Flows of the Company.
| 2. | Statement of Accounting Policies |
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ.
Earnings Per Common Share
Basic earnings per common share is computed by dividing net income applicable to common shares (net income less dividend requirements for preferred stock, accretion of preferred stock discount and redemption of preferred stock) by the weighted average number of shares of common stock outstanding during the period. All outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends are considered participating securities for the calculation. Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under stock options, warrants, restricted stock awards and stock grants. See also Note 3.
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on available-for-sale securities, unrealized gains and losses on cash flow hedges and the net unrecognized actuarial losses and unrecognized prior service costs associated with the Company’s Defined Benefit Postretirement Medical Plan. All items included in other comprehensive income are reported net of tax. See also Notes 4, 15 and 24 and the Consolidated Statements of Comprehensive Income.
Cash Flows
For purposes of the statement of Cash flows, Premier considers all highly liquid investments with a term of three months or less to be cash equivalents. Net cash flows are reported for loan and deposit transactions, interest-bearing deposits in other financial institutions and repurchase agreements.
Investment Securities
Securities are classified as held-to-maturity when Premier has the positive intent and ability to hold the securities to maturity and are reported at amortized cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity. In addition, Premier may purchase equity securities for its portfolio. Equity securities are a separate category of investments as changes in market value must be run through earnings as a gain (loss) on equity securities.
Securities available-for-sale consists of those securities which might be sold prior to maturity due to changes in interest rates, prepayment risks, yield and availability of alternative investments, liquidity needs or other factors. Available-for-sale securities are stated at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive income (loss) until realized. Realized gains and losses are included in gains (losses) on securities or other-than-temporary impairment losses on securities. Realized gains and losses on securities sold are recognized on the trade date based on the specific identification method.
Interest income includes amortization of purchase premiums and discounts. Premiums and discounts are amortized on the level-yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are expected.
Quarterly, the Company evaluates if any security has a fair value less than its amortized cost. Once these securities are identified, in order to determine whether a decline in fair value resulted from a credit loss or other factors, the Company performs further analysis. See to Footnote 4—Investment Securities for further discussion.
Equity Securities
These securities are reported at fair value utilizing Level 1 inputs where the Company obtains fair value measurement from a broker.
FHLB Stock
The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income. At December 31, 2023 and 2022, the Company held $21.8 million and $29.2 million, respectively, at the FHLB of Cincinnati.
Loans Receivable
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal amount outstanding, net of deferred loan fees and costs, purchase premiums and discounts and the allowance for credit losses. Deferred fees net of deferred incremental loan origination costs, are amortized to interest income generally over the contractual life of the loan using the interest method without anticipating prepayments. The recorded investment in loans includes accrued interest receivable, unamortized premiums and discounts, and net deferred fees and costs and undisbursed loan amounts.
Mortgage loans originated and intended for sale in the secondary market are classified as loans held for sale and are carried at fair value, as determined by market pricing from investors. Net unrealized gains and losses are recorded as a part of mortgage banking income on the Consolidated Statement of Income. Mortgage loans held for sale are generally sold with servicing rights retained. The carrying value of mortgage loans sold is reduced by the amount allocated to the servicing right. Gains or losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold.
The Company may incur losses pertaining to loans sold to Fannie Mae and Freddie Mac but repurchased due to underwriting issues. Repurchase losses are recognized when the Company determines they are probable and estimable.
Interest receivable is accrued on loans and credited to income as earned. The accrual of interest on loans 90 days delinquent or those loans individually analyzed is discontinued when, in management’s opinion, the borrower may be unable to meet payments as they become due. For these loans, interest accrual is only to the extent cash payments are received. The accrual of interest on these loans is generally resumed after a pattern of repayment has been established and the collection of principal and interest is reasonably assured.
Purchased Credit Deteriorated (“PCD”) Loans
The Company acquires loans individually and in groups or portfolios. At acquisition, the Company reviews each loan to determine whether there is evidence of more than insignificant deterioration of credit quality since origination. The Company determines whether each such loan is to be accounted for individually or whether such loans will be assembled into pools of loans based on common risk characteristics (loan type and date of origination).
PCD loans acquired in a transaction are marked to fair value and a mark on yield is recorded. In addition, an adjustment is made to the ACL for the expected loss on the acquisition date. These loans are assessed on a regular basis and subsequent adjustments to the ACL are recorded on the income statement.
Allowance for credit losses
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost. Amortized cost is the principal balance outstanding, net of purchase premiums and discounts, adjustments, and deferred loan fees and costs. Accrued interest receivable was reported in other assets and is excluded from the estimate of credit losses.
Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, nature or volume of the Company’s financial assets, changes in experience in staff, as well as changes in environmental conditions, such as changes in unemployment rates, property values and other external factors, such as regulatory, legal and technological environments.
The allowance for credit losses is measured on a collective pool basis when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated on an individual basis and included in the collective evaluation. A loan is individually analyzed when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loans agreement. The Company analyzes all substandard, doubtful and loss graded loans quarterly and make judgments about the risk of loss based on the cash flow of the borrower, the value of the collateral and the financial strength of the guarantors. When a loan is considered individually analyzed, an analysis of the net present value of estimated cash flows is performed and an allowance may be established based on the outcome of that analysis, or if the loan is deemed to be collateral dependent an allowance is established based on the fair value of collateral. If a loan is individually analyzed, a portion of the allowance is allocated so that the loan is reported net of the allowance allocation which is determined based on the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans, are collectively evaluated, and accordingly, they are not separately identified for disclosure.
The Company estimates expected credit losses for off-balance sheet credit exposures over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. Adjustments to the allowance for off-balance sheet credit losses run through expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.
Servicing Rights
Servicing rights are recognized separately when they are acquired through sales of loans. Servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. The Company compares the valuation model inputs and results to published industry data in order to validate the model results and assumptions. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans, driven, generally, by changes in market interest rates.
Servicing assets are evaluated for impairment based upon the fair value of the rights as compared to carrying amount. Impairment is determined by stratifying rights into groupings based on predominant risk characteristics, such as interest rate, loan type, loan terms, year of origination and investor type. Impairment is recognized through a valuation allowance for an individual grouping, to the extent that fair value is less than the carrying amount. If the Company later determines that all or a portion of the impairment no longer exists for a particular grouping, a reduction of the allowance may be recorded as an increase to income. Changes in valuation allowances are reported within mortgage banking income on the income statement. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds and default rates and losses.
Servicing fee income, which is reported on the income statement with mortgage banking income, is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal, or a fixed amount per loan, and are recorded as income when earned. The amortization of mortgage servicing rights is netted against loan servicing fee income. Servicing fees totaled $7.4 million, $7.5 million and $7.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. Late fees and ancillary fees related to loan servicing are not material. See Note 7.
Bank Owned Life Insurance
The Company has purchased life insurance policies for certain key employees. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.
Premises and Equipment and Long Lived Assets
Land is carried at cost. Premises and equipment are carried at cost less accumulated depreciation and amortization computed principally by the straight-line method over the following estimated useful lives:
| Buildings and improvements |
20 to 50 years | |||
| Furniture, fixtures and equipment |
3 to 15 years |
Long-lived assets to be held and those to be disposed of and certain intangibles are periodically evaluated for impairment. See Note 8.
Goodwill and Other Intangibles
Goodwill resulting from business combinations after January 1, 2009, is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any non-controlling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually. The Company has selected November 30 as the date to perform the annual impairment test. Intangible assets with finite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on Premier’s balance sheet.
Other intangible assets consist of core deposit and acquired customer relationship intangible assets arising from whole bank and branch acquisitions, as well as, wealth management and insurance agency acquisitions. They are initially recorded at fair value and then amortized on an accelerated basis over their estimated lives, which range from five years for non-compete agreements to 10 years for core deposit and customer relationship intangibles. See Note 9.
Real Estate and Other Assets Held for Sale
Real estate and other assets held for sale are comprised of properties or other assets acquired through foreclosure proceedings or acceptance of a deed in lieu of foreclosure. These assets are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. Losses arising from the acquisition of such property are charged against the allowance for credit losses at the time of acquisition. These properties are carried at the lower of cost or fair value, less estimated costs to dispose. If fair value declines subsequent to foreclosure, the property is written down against expense. Costs after acquisition are expensed.
Stock Compensation Plans
Compensation cost is recognized for stock options and restricted share awards issued to employees and directors, based on the fair value of these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options. Restricted shares awards are valued at the market value of Company stock at the date of the grant. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. See Note 19.
Fair Value of Financial Instruments
Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 21. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
Mortgage Banking Derivatives
Commitments to fund mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free standing derivatives. Fair values of these mortgage derivatives are estimated based on changes in mortgage interest rates from the date the interest on the loan is locked. The Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into, in order to hedge the change in interest rates resulting from its commitments to fund the loans. Changes in fair values of these derivatives are included in mortgage banking income.
Interest Rate Swaps
The Company periodically enters into interest rate swap agreements with its commercial customers who desire a fixed rate loan term that is longer than the Company is willing to extend. The Company then enters into a reciprocal swap agreement with a third party that offsets the interest rate risk from the interest rate swap extended to the customer. The interest rate swaps are derivative instruments which are carried at fair value on the statement of financial condition. The Company uses an independent third party to perform a market valuation analysis for both swap positions.
The Company also enters into cash flow hedge derivative instruments to hedge the risk of variability in cash flows (future interest payments) attributable to changes in contractually specified SOFR benchmark interest rate on the Company’s floating rate loan pool. the Company uses an independent third party to perform a market valuation analysis for the derivatives.
The Company may also periodically enter into derivatives contracts to hedge the risk of variability from changes in interest rates on the cash flows from and/or the fair value of certain Company assets and/or liabilities. The change in fair value of hedges designated as cash flow hedges are recorded to other comprehensive income while any changes in the fair value of hedges designated as fair value hedges are generally offset by the changes in valuation of the corresponding hedged item(s). The Company uses independent third parties to perform market valuation analysis, effectiveness testing, etc. for these derivatives.
Operating Segments
Management considers the following factors in determining the need to disclose separate operating segments: (1) the nature of products and services, which are all financial in nature; (2) the type and class of customer for the products and services; in Premier’s case retail customers for retail bank and insurance products and commercial customers for commercial loan, deposit, life, health and property and casualty insurance needs; (3) the methods used to distribute products or provide services; such services are delivered through banking offices through bank customer contact representatives. Retail and commercial customers are frequently targets for banking; (4) the nature of the regulatory environment; the banking entity is subject to regulatory bodies and a number of specific regulations. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable segment.
Dividend Restriction
Banking regulations require maintaining certain capital levels and may limit the dividends paid by the Bank to Premier. See Note 16 for further details on restrictions.
Loan Commitments and Related Financial Instruments
Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.
Loss Contingencies
Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are any such matters that will have a material effect on the financial statements.
Income Taxes
Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. Realization of deferred tax assets is dependent upon the generation of a sufficient level of future taxable income and recoverable taxes paid in prior years. Although realization is not assured, management believes it is more likely than not that all of the deferred tax assets will be realized. The Company recognizes interest and/or penalties related to income tax matters in income tax expense.
An effective tax rate of 21% is used to determine after-tax components of other comprehensive income (loss) included in the statement of change in stockholders’ equity. See Note 17.
A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.
Retirement Plans
Pension expense is the net of service and interest cost, return on plan assets and amortization of gains and losses not immediately recognized. Employee 401(k) plan expense is the amount of matching contributions. Deferred compensation and supplemental retirement plan expense allocates the benefits over years of service. See Notes 15 and 18.
Revenue Recognition
ASC 606, Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.
The majority of the Company’s revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as loans, letters of credit, and investment securities, as well as revenue related to mortgage servicing activities, as these activities are subject to other GAAP discussed elsewhere within the Company’s disclosures. Descriptions of the Company’s revenue-generating activities that are within the scope of ASC 606, which are presented in the Company’s statement of income as components of noninterest income are as follows:
| • | Service charges on deposit accounts—these represent general service fees for monthly account maintenance and activity or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when our performance obligation is completed which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payment for such performance obligations are generally received at the time the performance obligations are satisfied. Service charges on deposit accounts that are within the scope of ASC 606 were $13.3 million in 2023, $12.8 million in 2022 and $11.2 million in 2021. Income from services charges on deposit accounts is included in service fees and other charges in noninterest income. |
| • | Interchange income - this represents fees earned from debit and credit cardholder transactions. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrent with the transaction processing services provided to the cardholder. Interchange fees were $11.1 million in 2023, $10.8 million in 2022 and $10.9 million in 2021, which are reported net of network related charges. Interchange income is included in service fees and other charges in noninterest income. |
| • | Wealth management income - this represents monthly fees due from wealth management customers as consideration for managing the customers’ assets. Wealth management and trust services include custody of assets, investment management, escrow services, and fees for trust services and similar fiduciary activities. Revenue is recognized when our performance obligation is completed each month, which is generally the time that payment is received. Also included are fees received from a third party broker-dealer as part of a revenue-sharing agreement for fees earned from customers that we refer to the third party. These fees are paid to us by the third party on a quarterly basis and recognized ratably throughout the quarter as our performance obligation is satisfied. Revenues from wealth management were $6.3 million, $5.8 million and $6.0 million in 2023, 2022 and 2021, respectively, and are included in in total noninterest income. |
| • | Gain/loss on sales of other real estate owned (“OREO”) - the Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain or loss on sale if a significant financing component is present. Income from the gain/loss on sales of OREO were (loss)gains of $(118,000), $66,000 and $3,000 in 2023, 2022 and 2021, respectively. Income from the gain or loss on sales of OREO is included in total noninterest income. |
| • | Insurance commissions - this represents new commissions that are recognized when the Company sells insurance policies to customers. The Company is also entitled to renewal commissions and, in some cases, contingent commissions in the form of profit sharing which are recognized in subsequent periods. The initial commission is recognized when the insurance policy is sold to a customer. Renewal commission is variable consideration and is recognized in subsequent periods when the uncertainty around variable consideration is subsequently resolved (e.g., when customer renews the policy). Contingent commission is also a variable consideration that is not recognized until the variability surrounding realization of revenue is resolved. Another source of variability is the ability of the policy holder to cancel the policy anytime and in such cases, the Company may be required, under the terms of the contract, to return part of the commission received. The variability related to cancellation of the policy is not deemed significant and thus, does not impact the amount of revenue recognized. In the event the policyholder chooses to cancel the policy at any time, the revenue for amounts which qualify for claw-back are reversed in the period the cancellation occurs. Management views the income sources from insurance commissions in two categories: (i) new/renewal commissions and (ii) contingent commissions. Insurance commissions were only recognized in the first half of 2023 as a result of the sale of First Insurance in June 2023. Insurance commissions were $8.8 million for 2023, of which $8.0 million were new/renewal commissions and $867,000 were contingent commissions. In 2022, insurance commissions were $16.2 million, of which $15.0 million were new/renewal commissions and $1.2 million were contingent commissions. In 2021, insurance commissions were $15.8 million, of which $14.7 million were new/renewal commission and $1.1 million were contingent commissions. |
Leases
Leases are classified as operating or finance leases at the commencement date. The Company leases certain locations and equipment. Premier records leases on the balance sheet in the form of a lease liability for the present value of future minimum payments under the lease terms as a right-of-use asset equal to the lease liability adjusted for items such as deferred or prepaid rent, lease incentive and any impairment of the right-of-use asset. The discount rate used in determining the lease liability is based upon the incremental borrowing rate the Company could obtain on the commencement or renewal date. The Company has elected to account for lease and related non-lease components as a single lease component. The Company also elected to not recognize right-of-use assets and lease liabilities arising from short-term leases, which are twelve months or less. See additional disclosures in Note 8.
Accounting Standards Updates
ASU No. 2020-04: Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848): On March 12, 2020, the FASB issued Accounting Standards Update (ASU) 2020-4, “Reference Rate Reform (“ASC 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASC 848 contained optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that referenced LIBOR or another reference rates expected to be discontinued. The Company formed a cross-functional project team to lead the transition from LIBOR to adoption of alternative reference rates which included Secured Overnight Financing Rate (“SOFR”). The Company identified outstanding loans with LIBOR-based rates and obtained updated reference rate language either at the time of renewal or through separate amendment, or otherwise established that an alternate reference rate would apply after June 30, 2023. Additionally, management utilized the timeline guidance published by the Alternative Reference Rates Committee to develop and achieve internal milestones during the transitional period. The Company adhered to the International Swaps and Derivatives Association 2020 IBOR Fallbacks Protocol that was released on October 23, 2020. The Company discontinued the use of new LIBOR-based loans by December 31, 2021, according to regulatory guidelines. On December 21, 2022, the FASB issued ASU 2022-06, “Reference Rare Reform (Topic 848): Deferral of the Sunset of Date of Topic 848,” which extended the sunset date of ASC Topic 848, “Reference Rate Reform,” to December 31, 2024.
ASU No. 2022-02, Troubled Debt Restructurings and Vintage Disclosures: On March 30, 2022, the FASB issued ASU 2022-02, “Troubled Debt Restructurings and Vintage Disclosures” which eliminated troubled debt restructuring (“TDR”) accounting for entities that have adopted ASU 2016-13, the current expected credit loss (“CECL”) model and added new vintage disclosures for gross write-offs. The elimination of TDR accounting could be adopted either prospectively for loan modifications or on a modified retrospective basis that could result in a cumulative effect adjustment to retained earnings in the period of adoption. The Company adopted ASU 2022-02 on January 1, 2023 on a modified retrospective basis. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
ASU No. 2023-06, Disclosure Improvements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative: On October 9, 2023, the FASB issued ASU 2023-06 “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” which incorporates 14 of the 27 disclosures referred by the SEC in Release No. 33-10532, “Disclosure Update and Simplification,” that was issued Aug. 17, 2018. The changes modify the disclosure or presentation requirements of a variety of topics including statement of cash flows, accounting changes and error corrections, earnings per share, interim reporting, commitments, debt, equity, derivatives and hedging, and secured borrowing and collateral. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment is the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. If the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the codification and not become effective for any entity. This Update is not expected to have a material effect on the Company’s consolidated financial statements.
ASU No. 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures: On November 27, 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 820): Improvements to Reportable Segment Disclosure,” which requires public entities to disclose significant expense categories and amounts for each reportable segment, an amount for and description of the composition of “other segment items,” the title and position of the entity’s CODM and explanation of how the CODM uses the reported measures of profit or loss to assess segment performance, and – on an interim basis – certain segment-related disclosures that previously were required only on an annual basis. This Update clarifies that entities with a single reportable segment are subject to both new and existing segment reporting requirements and that an entity is permitted to disclose multiple measures of segment profit or loss, provided that certain criteria are met. The amendments are effective for fiscal years beginning after Dec. 15, 2023, and interim periods within fiscal years beginning after Dec. 15, 2024, with early adoption permitted. Entities must adopt the changes to the segment reporting guidance on a retrospective basis. This Update is not expected to have a material effect on the Company’s consolidated financial statements.
ASU No. 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures: On December 14, 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” to address requests for improved income tax disclosures from investors, lenders, creditors and other allocators of capital that use the financial statements to make capital allocation decisions. The Update is intended to improve the transparency of tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction, in addition to certain other amendments intended to improve the effectiveness of income tax disclosures. For public business entities, the Update is effective for annual periods beginning after December 15, 2024. For other entities, the Update is effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. This Update is not expected to have a material effect on the Company’s consolidated financial statements.
| 3. | Earnings Per Common Share |
Basic earnings per share is calculated using the two-class method. The two-class method is an earnings allocation formula under which earnings per share is calculated from common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all earnings distributed and undistributed, are allocated to participating securities and common shares based on their respective rights to receive dividends. Unvested share-based payment awards that contain non-forfeitable rights to dividends are considered participating securities (i.e. unvested restricted stock), not subject to performance based measures.
The following table sets forth the computation of basic and diluted earnings per common share for the years ended December 31:
| 2023 | 2022 | 2021 | ||||||||||
| (In Thousands, Except Per Share Amounts) | ||||||||||||
| Basic Earnings Per Share: |
||||||||||||
| Net income available to common shareholders |
$ | 111,295 | $ | 102,187 | $ | 126,051 | ||||||
| Less: Income allocated to participating securities |
178 | 103 | 123 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net income allocated to common shareholders |
$ | 111,117 | $ | 102,084 | $ | 125,928 | ||||||
|
|
|
|
|
|
|
|||||||
| Weighted average common shares outstanding Including participating securities |
35,750 | 35,715 | 37,145 | |||||||||
| Less: Participating securities |
57 | 36 | 36 | |||||||||
|
|
|
|
|
|
|
|||||||
| Average common shares |
35,693 | 35,679 | 37,109 | |||||||||
| Basic earnings per common share |
$ | 3.11 | $ | 2.86 | $ | 3.39 | ||||||
|
|
|
|
|
|
|
|||||||
| Diluted Earnings Per Share: |
||||||||||||
| Net income allocated to common shareholders |
$ | 111,117 | $ | 102,084 | $ | 125,928 | ||||||
| Weighted average common shares outstanding for basic earnings per common share |
35,693 | 35,679 | 37,109 | |||||||||
| Add: Dilutive effects of stock options and restricted stock units |
88 | 130 | 91 | |||||||||
|
|
|
|
|
|
|
|||||||
| Average shares and dilutive potential common shares |
35,781 | 35,809 | 37,200 | |||||||||
|
|
|
|
|
|
|
|||||||
| Diluted earnings per common share |
$ | 3.11 | $ | 2.85 | $ | 3.39 | ||||||
|
|
|
|
|
|
|
|||||||
Shares subject to issue upon exercise of options and vesting requirements of restricted stock units of 110,233 in 2023, 37,910 in 2022 and 34,065 in 2021 were excluded from the diluted earnings per common share calculation as they were anti-dilutive.
| 4. | Investment Securities |
The following tables summarize the amortized cost and fair value of available-for-sale securities at December 31, 2023 and 2022, and the corresponding amounts of gross unrealized and unrecognized gains and losses:
| Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value | |||||||||||||
| (In Thousands) | ||||||||||||||||
| 2023 |
||||||||||||||||
| Available-for-sale securities: |
||||||||||||||||
| Obligations of U.S. government corporations and agencies |
$ | 120,398 | $ | — | $ | (18,800 | ) | $ | 101,598 | |||||||
| Mortgage-backed securities |
185,675 | — | (29,167 | ) | 156,508 | |||||||||||
| Collateralized mortgage obligations |
285,194 | 9 | (49,436 | ) | 235,767 | |||||||||||
| Asset-backed securities |
142,215 | 270 | (5,505 | ) | 136,980 | |||||||||||
| Corporate bonds |
71,092 | — | (8,672 | ) | 62,420 | |||||||||||
| Obligations of states and political subdivisions |
247,204 | 15 | (42,961 | ) | 204,258 | |||||||||||
| US Treasuries |
55,732 | — | (6,555 | ) | 49,177 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total Available-for-sale securities |
$ | 1,107,510 | $ | 294 | $ | (161,096 | ) | $ | 946,708 | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value | |||||||||||||
| (In Thousands) | ||||||||||||||||
| 2022 |
||||||||||||||||
| Available-for-sale securities: |
||||||||||||||||
| Obligations of U.S. government corporations and agencies |
$ | 117,150 | $ | — | $ | (21,241 | ) | $ | 95,909 | |||||||
| Mortgage-backed securities |
200,548 | — | (32,959 | ) | 167,589 | |||||||||||
| Collateralized mortgage obligations |
299,731 | — | (49,926 | ) | 249,805 | |||||||||||
| Asset-backed securities |
200,312 | 517 | (8,325 | ) | 192,504 | |||||||||||
| Corporate bonds |
71,543 | — | (7,061 | ) | 64,482 | |||||||||||
| Obligations of states and political subdivisions |
274,856 | 92 | (53,354 | ) | 221,594 | |||||||||||
| US Treasuries |
55,987 | — | (7,789 | ) | 48,198 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total Available-for-sale securities |
$ | 1,220,127 | $ | 609 | $ | (180,655 | ) | $ | 1,040,081 | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
The amortized cost and fair value of the investment securities portfolio at December 31, 2023, is shown below by contractual maturity. Expected maturities will differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. For purposes of the maturity tables below, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities which are not due at a single maturity date, have not been allocated over maturity groupings.
| Available-for-Sale | ||||||||
| Amortized Cost |
Fair Value |
|||||||
| (In Thousands) | ||||||||
| Available-for-sale securities: |
||||||||
| Due in one year or less |
$ | 305 | $ | 305 | ||||
| Due after one year through five years |
79,887 | 73,574 | ||||||
| Due after five years through ten years |
199,596 | 172,071 | ||||||
| Due after ten years |
214,638 | 171,503 | ||||||
| MBS/CMO/ABS |
613,084 | 529,255 | ||||||
|
|
|
|
|
|||||
| Total |
$ | 1,107,510 | $ | 946,708 | ||||
|
|
|
|
|
|||||
Securities pledged at year-end 2023 and 2022 had a carrying amount of $638.2 million and $759.8 million, respectively, and were pledged against unrealized losses on balance sheet and mortgage hedges, and to secure public deposits and Federal Reserve Bank Discount Window capacity.
The following table summarizes Premier’s securities that were in an unrealized loss position at December 31, 2023, and December 31, 2022:
| Duration of Unrealized Loss Position | ||||||||||||||||||||||||
| Less than 12 Months | 12 Months or Longer | Total | ||||||||||||||||||||||
| Fair Value | Gross Unrealized Loss |
Fair Value | Gross Unrealized Loss |
Fair Value | Unrealized Loses |
|||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||
| At December 31, 2023 |
||||||||||||||||||||||||
| Available-for-sale securities: |
||||||||||||||||||||||||
| Obligations of U.S. government corporations and agencies |
$ | 3,986 | $ | (9 | ) | $ | 97,612 | $ | (18,791 | ) | $ | 101,598 | $ | (18,800 | ) | |||||||||
| Mortgage-backed securities |
— | — | 156,508 | (29,167 | ) | 156,508 | (29,167 | ) | ||||||||||||||||
| Collateralized mortgage obligations |
— | — | 229,659 | (49,436 | ) | 229,659 | (49,436 | ) | ||||||||||||||||
| Asset-backed securities |
— | — | 113,444 | (5,505 | ) | 113,444 | (5,505 | ) | ||||||||||||||||
| Corporate Bonds |
— | — | 62,420 | (8,672 | ) | 62,420 | (8,672 | ) | ||||||||||||||||
| Obligations of states and political subdivisions |
10,595 | (111 | ) | 188,896 | (42,850 | ) | 199,491 | (42,961 | ) | |||||||||||||||
| US Treasuries |
— | — | 49,177 | (6,555 | ) | 49,177 | (6,555 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total temporarily impaired securities |
$ | 14,581 | $ | (120 | ) | $ | 897,716 | $ | (160,976 | ) | $ | 912,297 | $ | (161,096 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Duration of Unrealized Loss Position | ||||||||||||||||||||||||
| Less than 12 Months | 12 Months or Longer | Total | ||||||||||||||||||||||
| Fair Value | Gross Unrealized Loss |
Fair Value | Gross Unrealized Loss |
Fair Value | Unrealized Loses |
|||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||
| At December 31, 2022 |
||||||||||||||||||||||||
| Available-for-sale securities: |
||||||||||||||||||||||||
| Obligations of U.S. government corporations and agencies |
$ | 64,394 | $ | (11,158 | ) | $ | 31,513 | $ | (10,083 | ) | $ | 95,907 | $ | (21,241 | ) | |||||||||
| Mortgage-backed securities |
40,908 | (4,184 | ) | 126,681 | (28,775 | ) | 167,589 | (32,959 | ) | |||||||||||||||
| Collateralized mortgage obligations |
60,676 | (11,985 | ) | 159,129 | (37,941 | ) | 219,805 | (49,926 | ) | |||||||||||||||
| Asset-backed securities |
45,534 | (1,499 | ) | 113,580 | (6,826 | ) | 159,114 | (8,325 | ) | |||||||||||||||
| Corporate Bonds |
49,114 | (4,960 | ) | 15,368 | (2,101 | ) | 64,482 | (7,061 | ) | |||||||||||||||
| Obligations of states and political subdivisions |
106,610 | (13,378 | ) | 98,063 | (39,976 | ) | 204,673 | (53,354 | ) | |||||||||||||||
| US Treasuries |
19,891 | (3,448 | ) | 28,309 | (4,341 | ) | 48,200 | (7,789 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total temporarily impaired securities |
$ | 387,127 | $ | (50,612 | ) | $ | 572,643 | $ | (130,043 | ) | $ | 959,770 | $ | (180,655 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Quarterly, the Company evaluates if any security has a fair value less than its amortized cost. The Company did not recognize unrealized losses in income because it has the ability and the intent to hold and does not expect to be required to sell these securities until the recovery of their cost basis. Once these securities are identified, in order to determine whether a decline in fair value resulted from a credit loss or other factors, the Company performs further analysis as outlined below:
| • | Review the extent to which the fair value is less than the amortized cost and observe the security’s lowest credit rating as reported by third-party credit ratings companies. |
| • | Any security that has a loss rate greater than 3% and a credit rating below investment grade or not rated by a third-party credit ratings company would be subjected to additional analysis that may include, but is not limited to: changes in market interest rates, changes in securities credit ratings, security type, service area economic factors, financial performance of the issuer/or obligor of the underlying issue and third-party guarantee. |
| • | If the Company determines that a credit loss exists, the credit portion of the allowance will be measured using a DCF analysis using the effective interest rate as of the security’s purchase date. The amount of credit loss the Company records will be limited to the amount by which the amortized cost exceeds the fair value. As of December 31, 2023, management had determined that no credit loss exists. |
In 2023 and 2022, management determined there was no OTTI. Net realized gains from the sales of investment securities totaled $37,000 ($29,230 after tax), $1,000 ($790 after tax) and $2.2 million ($1.8 million after tax) in 2023, 2022 and 2021, respectively.
The proceeds from sales of securities and the associated gains and losses for the years ended December 31 are listed below:
| 2023 | 2022 | 2021 | ||||||||||
| (In Thousands) | ||||||||||||
| Proceeds |
$ | 25,300 | $ | 9,641 | $ | 158,012 | ||||||
| Gross realized gains |
322 | 1,375 | 2,987 | |||||||||
| Gross realized losses |
(121 | ) | (48 | ) | (769 | ) | ||||||
At December 31, 2023, the Company also owned $5.8 million of equity securities. During 2023, the Company recognized a net loss of $453,000 for equity securities. At December 31, 2022, the Company owned $7.8 million of equity securities, and it recognized a net loss of $551,000 associated with the mark to market requirement for equity securities during 2022.
| 5. | Commitments and Contingent Liabilities |
Loan Commitments
Loan commitments are made to accommodate the financial needs of the Bank’s customers. Standby letters of credit commit the Company to make payments on behalf of customers when certain specified future events occur. They primarily are issued to facilitate customers’ trade transactions.
Both arrangements have credit risk, essentially the same as that involved in extending loans to customers, and are subject to the Company’s normal credit policies. Collateral (e.g., securities, receivables, inventory and equipment) is obtained based on management’s credit assessment of the customer.
The Company’s maximum obligation to extend credit for loan commitments (unfunded loans and unused lines of credit) and standby letters of credit outstanding on December 31 was as follows (in thousands):
| 2023 | 2022 | |||||||||||||||
| Fixed Rate | Variable Rate | Fixed Rate | Variable Rate | |||||||||||||
| Commitments to make loans |
$ | 133,455 | $ | 274,077 | $ | 430,890 | $ | 526,643 | ||||||||
| Unused lines of credit |
46,017 | 978,821 | 56,501 | 988,374 | ||||||||||||
| Standby letters of credit |
— | 17,500 | — | 18,632 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 179,472 | $ | 1,270,398 | $ | 487,391 | $ | 1,533,649 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Commitments to make loans are generally made for periods of 60 days or less. The fixed rate loan commitments at December 31, 2023, had interest rates ranging from 0.00% to 20.35% and maturities ranging from less than one year to 34 years.
| 6. | Loans |
Loans receivable consist of the following:
| December 31, 2023 | December 31, 2022 | |||||||
| (In Thousands) | ||||||||
| Real Estate: |
||||||||
| Residential |
$ | 1,810,265 | $ | 1,535,574 | ||||
| Commercial |
2,839,905 | 2,762,311 | ||||||
| Construction |
838,823 | 1,278,255 | ||||||
|
|
|
|
|
|||||
| 5,488,993 | 5,576,140 | |||||||
| Other Loans: |
||||||||
| Commercial |
1,056,803 | 1,055,180 | ||||||
| Home equity and improvement |
267,960 | 277,613 | ||||||
| Consumer Finance |
193,830 | 213,405 | ||||||
|
|
|
|
|
|||||
| 1,518,593 | 1,546,198 | |||||||
|
|
|
|
|
|||||
| Total loans |
7,007,586 | 7,122,338 | ||||||
| Deduct: |
||||||||
| Undisbursed loan funds |
(281,466 | ) | (672,775 | ) | ||||
| Net deferred loan origination fees and costs |
13,267 | 11,057 | ||||||
| Allowance for credit loss |
(76,512 | ) | (72,816 | ) | ||||
|
|
|
|
|
|||||
| Totals |
$ | 6,662,875 | $ | 6,387,804 | ||||
|
|
|
|
|
|||||
Loan segments have been identified by evaluating the portfolio based on collateral and credit risk characteristics.
The following table presents the amortized cost basis of collateral-dependent loans by class of loans and collateral type as of December 31, 2023 and 2022 (in thousands):
| December 31, 2023 | ||||||||||||||||||||
| Real Estate | Equipment and Machinery | Inventory and Receivables | Vehicles | Total | ||||||||||||||||
| Real Estate: |
||||||||||||||||||||
| Residential |
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
| Commercial |
6,407 | — | — | — | 6,407 | |||||||||||||||
| Construction |
— | — | — | — | — | |||||||||||||||
| Other Loans: |
||||||||||||||||||||
| Commercial |
1,297 | 8,781 | 2,309 | 705 | 13,092 | |||||||||||||||
| Home equity and improvement |
— | — | — | — | — | |||||||||||||||
| Consumer finance |
— | — | — | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
$ | 7,704 | $ | 8,781 | $ | 2,309 | $ | 705 | $ | 19,499 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| December 31, 2022 | ||||||||||||||||
| Real Estate | Equipment and Machinery | Inventory and Receivables | Total | |||||||||||||
| Real Estate: |
||||||||||||||||
| Residential |
$ | 51 | $ | — | $ | — | $ | 51 | ||||||||
| Commercial |
10,708 | — | 2,716 | 13,424 | ||||||||||||
| Construction |
— | — | — | — | ||||||||||||
| Other Loans: |
||||||||||||||||
| Commercial |
2,161 | 523 | 3,858 | 6,542 | ||||||||||||
| Home equity and improvement |
— | — | — | — | ||||||||||||
| Consumer finance |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 12,920 | $ | 523 | $ | 6,574 | $ | 20,017 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Non-performing loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually analyzed loans. All loans 90 days and greater past due are placed on non-accrual status. The following table presents the current balance of the non-performing loans as of the dates indicated:
| As of December 31, 2023 |
Non-accrual with no allocated allowance for credit losses |
Non-accrual with allocated allowance for credit losses |
Loans past due over 90 days still accruing |
|||||||||
| Residential real estate |
$ | 572 | $ | 12,456 | $ | — | ||||||
| Commercial real estate |
196 | 5,775 | — | |||||||||
| Construction |
— | — | — | |||||||||
| Commercial |
150 | 8,499 | — | |||||||||
| Home equity and improvement |
— | 1,417 | — | |||||||||
| Consumer finance |
— | 3,433 | — | |||||||||
| PCD |
— | 2,993 | ||||||||||
|
|
|
|
|
|||||||||
| Total |
$ | 918 | $ | 34,573 | $ | — | ||||||
|
|
|
|
|
|
|
|||||||
| As of December 31, 2022 |
Non-accrual with no allocated allowance for credit losses |
Non-accrual with allocated allowance for credit losses |
Loans past due over 90 days still accruing |
|||||||||
| Residential real estate |
$ | 419 | $ | 7,305 | $ | — | ||||||
| Commercial real estate |
7,844 | 5,552 | — | |||||||||
| Construction |
— | — | — | |||||||||
| Commercial |
4,551 | 311 | — | |||||||||
| Home equity and improvement |
— | 1,637 | — | |||||||||
| Consumer finance |
— | 2,401 | — | |||||||||
| PCD |
654 | 3,148 | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
$ | 13,468 | $ | 20,354 | $ | — | ||||||
|
|
|
|
|
|
|
|||||||
The following table presents the aging of the recorded investment in past due and non-accrual loans as of December 31, 2023, by class of loans (in thousands):
| Current | 30-59 days | 60-89 days | 90+ days | Total Past Due |
Total Non Accrual |
|||||||||||||||||||
| Real Estate: |
||||||||||||||||||||||||
| Residential |
$ | 1,786,537 | $ | 152 | $ | 8,302 | $ | 11,216 | $ | 19,670 | $ | 13,028 | ||||||||||||
| Commercial |
2,841,209 | 163 | 312 | 1,275 | 1,750 | 5,971 | ||||||||||||||||||
| Construction |
557,249 | — | 108 | — | 108 | — | ||||||||||||||||||
| Other Loans: |
||||||||||||||||||||||||
| Commercial |
1,051,034 | 191 | 2,446 | 1,132 | 3,769 | 8,649 | ||||||||||||||||||
| Home equity and improvement |
262,404 | 2,084 | 635 | 958 | 3,677 | 1,417 | ||||||||||||||||||
| Consumer finance |
187,624 | 3,699 | 1,681 | 3,003 | 8,383 | 3,433 | ||||||||||||||||||
| PCD |
11,922 | 211 | 1,271 | 2,569 | 4,051 | 2,993 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total Loans |
$ | 6,697,979 | $ | 6,500 | $ | 14,755 | $ | 20,153 | $ | 41,408 | $ | 35,491 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
The Company recognized $1.4 million of interest income on nonaccrual loans during the year ended December 31, 2023.
The following table presents the aging of the recorded investment in past due and non-accrual loans as of December 31, 2022, by class of loans (in thousands):
| Current | 30-59 days | 60-89 days | 90+ days | Total Past Due |
Total Non Accrual |
|||||||||||||||||||
| Real Estate: |
||||||||||||||||||||||||
| Residential |
$ | 1,516,135 | $ | 279 | $ | 6,350 | $ | 6,203 | $ | 12,832 | $ | 7,724 | ||||||||||||
| Commercial |
2,751,933 | 327 | 878 | 11,477 | 12,682 | 13,396 | ||||||||||||||||||
| Construction |
605,043 | 298 | 139 | — | 437 | — | ||||||||||||||||||
| Other Loans: |
||||||||||||||||||||||||
| Commercial |
1,044,898 | 413 | 128 | 4,635 | 5,176 | 4,862 | ||||||||||||||||||
| Home equity and improvement |
269,183 | 4,342 | 489 | 1,190 | 6,021 | 1,637 | ||||||||||||||||||
| Consumer finance |
209,062 | 2,763 | 1,397 | 2,227 | 6,387 | 2,401 | ||||||||||||||||||
| PCD |
17,082 | 603 | 495 | 2,651 | 3,749 | 3,802 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total Loans |
$ | 6,413,336 | $ | 9,025 | $ | 9,876 | $ | 28,383 | $ | 47,284 | $ | 33,822 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
The Company recognized $858,000 of interest income on nonaccrual loans during the year ended December 31, 2022.
Loan Modifications
As of January 1, 2023, the Company adopted the modified retrospective method under ASU 2022-02, “Trouble Debt Restructurings and Vintage Disclosures” which eliminated trouble debt restructuring accounting for entities that have adopted ASU 2016-13, the current expected credit losses model.
Occasionally, the Company modifies loans by providing principal forgiveness on certain of its real estate loans. When principal forgiveness is provided, the amortized cost basis of the loan is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of amortized cost basis and a corresponding adjustments to the allowance for credit losses. In some cases, the Company will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness or reduction of rate, may be granted.
Of the loans modified as of December 31, 2023, $4.3 million were on non-accrual status and partial charge-offs have in some cases been taken against the outstanding balance. The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each loan upon loan origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of loans to borrowers experiencing financial difficulty. The company uses probability of default/loss given default, discounted cash flows or remaining life method to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification.
The following table shows the amortized cost basis at the end of the reporting period of the loans modified to borrowers experiencing financial difficulty, disaggregated by loan category and type of modification granted during the year ended December 31, 2023. The percentage of the amortized cost basis of loans that were modified to borrowers experiencing financial difficulty as compared to the amortized cost basis of each class of loan category is also presented below:
| Loans Modifications Made to Borrowers Experiencing Financial Difficulty December 31, 2023 (Dollars in Thousands) |
||||||||
| Term Extension | ||||||||
| Loan Type |
Amortized Cost Basis | Percent of total loans by category |
||||||
| Real Estate: |
||||||||
| Residential |
$ | 109 | 0.01 | % | ||||
| Commercial |
8,791 | 0.31 | % | |||||
| Construction |
— | — | ||||||
| Other Loans: |
||||||||
| Commercial |
4,140 | 0.39 | % | |||||
| Home equity and improvement |
— | — | ||||||
| Consumer finance |
— | — | ||||||
|
|
|
|||||||
| Total |
$ | 13,040 | ||||||
|
|
|
|||||||
The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty:
| Term Extension | ||
| Loan Type |
Financial Effect | |
| Real Estate: |
||
| Residential |
-Term extended from 7 year balloon to 30 years | |
| Commercial |
-Added 12 months to the life of the loan, which reduced monthly payment amounts for the borrower. -Term extension 10 yr term/ 20 yr am to 12 month interest only | |
| Other Loans: | ||
| Commercial |
-Added 84 months to the life of the loan to term out 2 year balloon, which reduced monthly payment amounts for the borrower. -60 day extension | |
| Rate Reduction | ||
| Loan Type |
Financial Effect | |
| Real Estate: | ||
| Commercial |
-Interest rate reduction 11.08% to 5.00% -Interest rate reduction 10.65% to 5.00% -Interest rate reduction 7.14% to 4.50% | |
Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.
There were no modification loans that had a payment default during the year ended December 31, 2023 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty.
The Company closely monitors the performance of the loans that were modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. Six of the modified loans are current and three loans pertaining to one commercial relationship are on nonaccrual as of December 31, 2023.
Credit Quality Indicators
Loans are categorized into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. Loans are analyzed individually by classifying the loans as to credit risk. This analysis includes all non-homogeneous loans, such as commercial and commercial real estate loans and certain homogenous mortgage, home equity and consumer loans. This analysis is performed on a quarterly basis. Premier uses the following definitions for risk ratings with loans not meeting such classifications being considered “unclassified”:
Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.
Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
Not Graded. Loans classified as not graded are generally smaller balance residential real estate, home equity and consumer installment loans which are originated primarily by using an automated underwriting system. These loans are monitored based on their delinquency status and are evaluated individually only if they are seriously delinquent.
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.
As of December 31, 2023, and based on the most recent analysis performed, the risk category and recorded investment in loans is as follows (in thousands):
| Class |
Unclassified | Special Mention |
Substandard | Doubtful | Total classified |
Total | ||||||||||||||||||
| Real Estate: |
||||||||||||||||||||||||
| Residential |
$ | 1,791,663 | $ | 594 | $ | 13,950 | $ | — | $ | 13,950 | $ | 1,806,207 | ||||||||||||
| Commercial |
2,765,898 | 50,784 | 26,277 | — | 26,277 | 2,842,959 | ||||||||||||||||||
| Construction |
549,867 | 7,490 | — | — | — | 557,357 | ||||||||||||||||||
| Other Loans: |
||||||||||||||||||||||||
| Commercial |
975,233 | 57,634 | 21,936 | — | 21,936 | 1,054,803 | ||||||||||||||||||
| Home equity and improvement |
264,663 | — | 1,418 | — | 1,418 | 266,081 | ||||||||||||||||||
| Consumer finance |
192,774 | — | 3,233 | — | 3,233 | 196,007 | ||||||||||||||||||
| PCD |
12,899 | 197 | 2,877 | — | 2,877 | 15,973 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total Loans (1) |
$ | 6,552,997 | $ | 116,699 | $ | 69,691 | $ | — | $ | 69,691 | $ | 6,739,387 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (1) | Total loans are net of undisbursed loan funds and deferred fees and costs |
As of December 31, 2022, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows (in thousands):
| Class |
Unclassified | Special Mention |
Substandard | Doubtful | Total classified | Total | ||||||||||||||||||
| Real Estate: |
||||||||||||||||||||||||
| Residential |
$ | 1,519,657 | $ | 935 | $ | 8,375 | $ | — | $ | 8,375 | $ | 1,528,967 | ||||||||||||
| Commercial |
2,698,292 | 46,029 | 20,294 | — | 20,294 | 2,764,615 | ||||||||||||||||||
| Construction |
605,480 | — | — | — | — | 605,480 | ||||||||||||||||||
| Other Loans: |
||||||||||||||||||||||||
| Commercial |
1,016,925 | 26,319 | 6,830 | — | 6,830 | 1,050,074 | ||||||||||||||||||
| Home equity and improvement |
273,613 | — | 1,591 | — | 1,591 | 275,204 | ||||||||||||||||||
| Consumer finance |
213,078 | — | 2,371 | — | 2,371 | 215,449 | ||||||||||||||||||
| PCD |
13,904 | 2,590 | 4,337 | — | 4,337 | 20,831 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total Loans (1) |
$ | 6,340,949 | $ | 75,873 | $ | 43,798 | $ | — | $ | 43,798 | $ | 6,460,620 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (1) | Total loans are net of undisbursed loan funds and deferred fees and cost |
The tables below presents the amortized cost basis of loans by vintage, credit quality indicator and class of loans as of December 31, 2023 and 2022 (in thousands):
| Term of loans by origination | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Revolving Loans | Total | |||||||||||||||||||||||||
| As of December 31, 2023 |
||||||||||||||||||||||||||||||||
| Real Estate |
||||||||||||||||||||||||||||||||
| Residential: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | — | $ | 3 | $ | 218 | $ | — | $ | 6 | $ | 93 | $ | — | $ | 320 | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 46,218 | $ | 625,993 | $ | 430,801 | $ | 305,077 | $ | 86,103 | $ | 296,317 | $ | 1,154 | $ | 1,791,663 | ||||||||||||||||
| Special Mention |
— | — | — | 170 | 33 | 391 | — | 594 | ||||||||||||||||||||||||
| Substandard |
431 | 2,757 | 2,267 | 2,061 | 1,031 | 5,403 | — | 13,950 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 46,649 | $ | 628,750 | $ | 433,068 | $ | 307,308 | $ | 87,167 | $ | 302,111 | $ | 1,154 | $ | 1,806,207 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Commercial: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | — | $ | — | $ | — | $ | 274 | $ | 399 | $ | 1,632 | $ | 14 | $ | 2,319 | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 187,446 | $ | 619,860 | $ | 516,527 | $ | 470,751 | $ | 305,114 | $ | 647,079 | $ | 19,121 | $ | 2,765,898 | ||||||||||||||||
| Special Mention |
— | 10,361 | 28,743 | 3,324 | 83 | 8,124 | 149 | 50,784 | ||||||||||||||||||||||||
| Substandard |
— | 732 | 3,489 | 232 | 1,751 | 20,043 | 30 | 26,277 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 187,446 | $ | 630,953 | $ | 548,759 | $ | 474,307 | $ | 306,948 | $ | 675,246 | $ | 19,300 | $ | 2,842,959 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Construction: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 51,807 | $ | 322,097 | $ | 125,035 | $ | 44,114 | $ | 6,814 | $ | — | $ | — | $ | 549,867 | ||||||||||||||||
| Special Mention |
— | 7,490 | — | — | — | — | — | 7,490 | ||||||||||||||||||||||||
| Substandard |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 51,807 | $ | 329,587 | $ | 125,035 | $ | 44,114 | $ | 6,814 | $ | — | $ | — | $ | 557,357 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Other Loans |
||||||||||||||||||||||||||||||||
| Commercial: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | — | $ | 57 | $ | — | $ | 1 | $ | 498 | $ | 65 | $ | 1,713 | $ | 2,334 | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 121,527 | $ | 248,455 | $ | 148,220 | $ | 50,554 | $ | 28,427 | $ | 26,799 | $ | 351,251 | $ | 975,233 | ||||||||||||||||
| Special Mention |
9,551 | 2,475 | 14,625 | 10,670 | 1,607 | 3,805 | 14,901 | 57,634 | ||||||||||||||||||||||||
| Substandard |
— | 929 | 11,205 | 767 | 991 | 1,170 | 6,874 | 21,936 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 131,078 | $ | 251,859 | $ | 174,050 | $ | 61,991 | $ | 31,025 | $ | 31,774 | $ | 373,026 | $ | 1,054,803 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Home equity and Improvement: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | 21 | $ | — | $ | — | $ | — | $ | 7 | $ | 9 | $ | 123 | $ | 160 | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 19,554 | $ | 24,870 | $ | 18,061 | $ | 4,405 | $ | 2,935 | $ | 26,904 | $ | 167,934 | $ | 264,663 | ||||||||||||||||
| Special Mention |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Substandard |
— | 119 | 14 | — | — | 255 | 1,030 | 1,418 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 19,554 | $ | 24,989 | $ | 18,075 | $ | 4,405 | $ | 2,935 | $ | 27,159 | $ | 168,964 | $ | 266,081 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Consumer Finance: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | 19 | $ | 437 | $ | 260 | $ | 185 | $ | 95 | $ | 431 | $ | 51 | $ | 1,478 | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 44,735 | $ | 98,287 | $ | 22,588 | $ | 11,067 | $ | 7,337 | $ | 1,706 | $ | 7,054 | $ | 192,774 | ||||||||||||||||
| Special Mention |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Substandard |
282 | 1,476 | 593 | 505 | 281 | 93 | 3 | 3,233 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 45,017 | $ | 99,763 | $ | 23,181 | $ | 11,572 | $ | 7,618 | $ | 1,799 | $ | 7,057 | $ | 196,007 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| PCD: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | 122 | $ | 31 | $ | 153 | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | — | $ | — | $ | — | $ | — | $ | 114 | $ | 12,264 | $ | 521 | $ | 12,899 | ||||||||||||||||
| Special Mention |
— | — | — | — | — | 197 | — | 197 | ||||||||||||||||||||||||
| Substandard |
— | — | — | — | — | 2,562 | 315 | 2,877 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | — | $ | — | $ | — | $ | — | $ | 114 | $ | 15,023 | $ | 836 | $ | 15,973 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Term of loans by origination | ||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2019 | 2018 | Prior | Revolving Loans | Total | |||||||||||||||||||||||||
| As of December 31, 2022 |
||||||||||||||||||||||||||||||||
| Real Estate |
||||||||||||||||||||||||||||||||
| Residential: |
||||||||||||||||||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 264,884 | $ | 474,992 | $ | 335,982 | $ | 93,548 | $ | 51,710 | $ | 296,089 | $ | 2,452 | $ | 1,519,657 | ||||||||||||||||
| Special Mention |
— | — | 180 | 30 | 80 | 78 | 567 | 935 | ||||||||||||||||||||||||
| Substandard |
280 | 1,648 | 1,614 | 922 | 517 | 3,394 | — | 8,375 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 265,164 | $ | 476,640 | $ | 337,776 | $ | 94,500 | $ | 52,307 | $ | 299,561 | $ | 3,019 | $ | 1,528,967 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Commercial: |
||||||||||||||||||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 582,384 | $ | 506,386 | $ | 517,790 | $ | 324,210 | $ | 194,240 | $ | 557,728 | $ | 15,554 | $ | 2,698,292 | ||||||||||||||||
| Special Mention |
161 | 3,614 | — | 593 | 25,395 | 15,561 | 705 | 46,029 | ||||||||||||||||||||||||
| Substandard |
115 | 2,104 | 527 | 4,612 | 4,455 | 8,348 | 133 | 20,294 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 582,660 | $ | 512,104 | $ | 518,317 | $ | 329,415 | $ | 224,090 | $ | 581,637 | $ | 16,392 | $ | 2,764,615 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Construction: |
||||||||||||||||||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 348,570 | $ | 182,755 | $ | 53,161 | $ | 20,994 | $ | — | $ | — | $ | — | $ | 605,480 | ||||||||||||||||
| Special Mention |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Substandard |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 348,570 | $ | 182,755 | $ | 53,161 | $ | 20,994 | $ | — | $ | — | $ | — | $ | 605,480 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Other Loans |
||||||||||||||||||||||||||||||||
| Commercial: |
||||||||||||||||||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 266,501 | $ | 208,663 | $ | 90,014 | $ | 49,887 | $ | 23,719 | $ | 22,515 | $ | 355,626 | $ | 1,016,925 | ||||||||||||||||
| Special Mention |
1,891 | 4,094 | 3,913 | 1,533 | 1,160 | 5,365 | 8,363 | 26,319 | ||||||||||||||||||||||||
| Substandard |
16 | 119 | 3,897 | 4 | 190 | 204 | 2,400 | 6,830 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 268,408 | $ | 212,876 | $ | 97,824 | $ | 51,424 | $ | 25,069 | $ | 28,084 | $ | 366,389 | $ | 1,050,074 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Home equity and Improvement: |
||||||||||||||||||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 30,009 | $ | 21,116 | $ | 5,387 | $ | 3,592 | $ | 1,849 | $ | 30,509 | $ | 181,151 | $ | 273,613 | ||||||||||||||||
| Special Mention |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Substandard |
44 | 14 | — | 28 | 32 | 502 | 971 | 1,591 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 30,053 | $ | 21,130 | $ | 5,387 | $ | 3,620 | $ | 1,881 | $ | 31,011 | $ | 182,122 | $ | 275,204 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Consumer Finance: |
||||||||||||||||||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 133,194 | $ | 33,109 | $ | 17,219 | $ | 13,681 | $ | 4,022 | $ | 2,529 | $ | 9,324 | $ | 213,078 | ||||||||||||||||
| Special Mention |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Substandard |
676 | 483 | 668 | 316 | 62 | 34 | 132 | 2,371 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 133,870 | $ | 33,592 | $ | 17,887 | $ | 13,997 | $ | 4,084 | $ | 2,563 | $ | 9,456 | $ | 215,449 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| PCD: |
||||||||||||||||||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | — | $ | — | $ | — | $ | 131 | $ | 369 | $ | 13,117 | $ | 287 | $ | 13,904 | ||||||||||||||||
| Special Mention |
— | — | — | — | — | 292 | 2,298 | 2,590 | ||||||||||||||||||||||||
| Substandard |
— | — | —2 | 22 | 3,697 | 616 | 4,337 | |||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | — | $ | — | $ | — | $ | 133 | $ | 391 | $ | 17,106 | $ | 3,201 | $ | 20,831 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Allowance for Credit Losses (“ACL”)
The Company has adopted ASU 2016-13 (Topic 326 – Credit Losses) to calculate the ACL, which requires a projection of credit loss over the contract lifetime of the credit adjusted for prepayment tendencies. This valuation account is deducted from the loans amortized cost basis to present the net amount expected to be collected on the loan. The ACL is adjusted through the provision for credit losses and reduced by net charge offs of loans.
The credit loss estimation process involves procedures that consider the unique characteristics of the Company’s portfolio segments. These segments are further disaggregated into the loan pools for monitoring. When computing allowance levels, a model of risk characteristics, such as loss history and delinquency status, along with current conditions and a supportable forecast is used to determine credit loss assumptions.
The Company is generally utilizing two methodologies to analyze loan pools: discounted cash flows (“DCF”) and probability of default/loss given default (“PD/LGD”).
A default can be triggered by one of several different asset quality factors including past due status, non-accrual status or if the loan has had a charge-off. The PD/LGD utilizes charge off data from the Federal Financial Institutions Examination Council to construct a default rate. The Company estimates losses over an approximate one-year forecast period using Moody’s baseline economic forecasts, and then reverts to longer term historical loss experience over a three-year period. This default rate is further segmented based on the risk of the credit assigning a higher default rate to riskier credits.
The DCF methodology was selected as the most appropriate for loan segments with longer average lives and regular payment structures. The DCF model has two key components, the loss driver analysis combined with a cash flow analysis. The contractual cash flow is adjusted for PD/LGD and prepayment speed to establish a reserve level. The prepayment studies are updated semi-annually by a third-party for each applicable pool.
The remaining life method was selected for the consumer direct loan segment since the pool contains loans with many different structures and payment streams and collateral. The weighted average remaining life uses an average annual charge-off rate applied to the contractual term, further adjusted for estimated prepayments to determine the unadjusted historical charge-off rate for the remaining balance of assets.
| Portfolio Segments |
Loan Pool |
Methodology |
Loss Drivers | |||
| Residential real estate | 1-4 Family nonowner occupied | DCF | National unemployment | |||
| 1-4 Family owner occupied | DCF | National unemployment | ||||
| Commercial real estate | Commercial real estate nonowner occupied | DCF | National unemployment | |||
| Commercial real estate owner occupied | DCF | National unemployment | ||||
| Multi Family | DCF | National unemployment | ||||
| Agriculture Land | DCF | National unemployment | ||||
| Other commercial real estate | DCF | National unemployment | ||||
| Construction secured by real estate | Construction Other | PD/LGD | Call report loss history | |||
| Construction Residential | PD/LGD | Call report loss history | ||||
| Commercial | Commercial working capital | PD/LGD | Call report loss history | |||
| Agriculture production | PD/LGD | Call report loss history | ||||
| Other commercial | PD/LGD | Call report loss history | ||||
| Home equity and improvement | Home equity and improvement | PD/LGD | Call report loss history | |||
| Consumer finance | Consumer direct | Remaining life | Call report loss history | |||
| Consumer indirect | DCF | National Unemployment | ||||
According to the accounting standard an entity may make an accounting policy election not to measure an allowance for credit losses for accrued interest receivable if the entity writes off the applicable accrued interest receivable balance in a timely manner. The Company has made the accounting policy election not to measure an allowance for credit losses for accrued interest receivables for all loan segments. Current policy dictates that a loan will be placed on nonaccrual status, with the current accrued interest receivable balance being written off, upon the loan being 90 days delinquent or when the loan is deemed to be collateral dependent and the collateral analysis shows discounted collateral coverage less than policy requirement based on a current assessment of the value of the collateral.
In addition, ASC Topic 326 requires the Company to establish a liability for anticipated credit losses for unfunded commitments. To accomplish this, the company must first establish a loss expectation for extended (funded) commitments. This loss expectation, expressed as a ratio to the amortized cost basis, is then applied to the portion of unfunded commitments not considered unilaterally cancelable, and considered by the company’s management as likely to fund over the life of the instrument. At December 31, 2023, the Company had $1.3 billion in unfunded commitments and set aside $4.3 million in anticipated credit losses. This reserve is recorded in other liabilities as opposed to the ACL.
The determination of ACL is complex and the Company makes decisions on the effects of factors that are inherently uncertain. Evaluations of the loan portfolio and individual credits require certain estimates, assumptions and judgments as to the facts and circumstances related to particular situations or credits. There may be significant changes in the ACL in future periods determined by prevailing factors at that point in time along with future forecasts.
The following tables disclose the annual activity in the allowance for credit losses for the periods indicated by portfolio segment (in thousands):
| Year ended December 31, 2023 |
Residential Real Estate |
Commercial Real Estate |
Construction | Commercial | Home Equity and Improvement |
Consumer Finance |
Total | |||||||||||||||||||||
| Beginning Allowance |
$ | 16,711 | $ | 34,218 | $ | 4,025 | $ | 11,769 | $ | 4,044 | $ | 2,049 | $ | 72,816 | ||||||||||||||
| Charge-Offs |
(342 | ) | (2,319 | ) | — | (2,362 | ) | (259 | ) | (1,482 | ) | (6,764 | ) | |||||||||||||||
| Recoveries |
87 | 877 | — | 1,409 | 121 | 224 | 2,718 | |||||||||||||||||||||
| Provision expense (recovery) |
759 | 3,277 | (866 | ) | 4,673 | (1,203 | ) | 1,102 | 7,742 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Ending Allowance |
$ | 17,215 | $ | 36,053 | $ | 3,159 | $ | 15,489 | $ | 2,703 | $ | 1,893 | $ | 76,512 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Year ended December 31, 2022 |
Residential Real Estate |
Commercial Real Estate |
Construction | Commercial | Home Equity and Improvement |
Consumer Finance |
Total | |||||||||||||||||||||
| Beginning Allowance |
$ | 12,029 | $ | 32,399 | $ | 3,004 | $ | 13,410 | $ | 4,221 | $ | 1,405 | $ | 66,468 | ||||||||||||||
| Charge-Offs |
(1,052 | ) | (443 | ) | (16 | ) | (5,705 | ) | (344 | ) | (971 | ) | (8,531 | ) | ||||||||||||||
| Recoveries |
867 | 602 | 3 | 398 | 292 | 214 | 2,376 | |||||||||||||||||||||
| Provision expense (recovery) |
4,867 | 1,660 | 1,034 | 3,666 | (125 | ) | 1,401 | 12,503 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Ending Allowance |
$ | 16,711 | $ | 34,218 | $ | 4,025 | $ | 11,769 | $ | 4,044 | $ | 2,049 | $ | 72,816 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Year ended December 31, 2021 |
Residential Real Estate |
Commercial Real Estate |
Construction | Commercial | Home Equity and Improvement |
Consumer Finance |
Total | |||||||||||||||||||||
| Beginning Allowance |
$ | 17,534 | $ | 43,417 | $ | 2,741 | $ | 11,665 | $ | 4,739 | $ | 1,983 | $ | 82,079 | ||||||||||||||
| Charge-Offs |
(110 | ) | (3,776 | ) | — | (6,960 | ) | (63 | ) | (476 | ) | (11,385 | ) | |||||||||||||||
| Recoveries |
261 | 438 | — | 1,321 | 248 | 239 | 2,507 | |||||||||||||||||||||
| Provision expense (recovery) |
(5,656 | ) | (7,680 | ) | 263 | 7,384 | (703 | ) | (341 | ) | (6,733 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Ending Allowance |
$ | 12,029 | $ | 32,399 | $ | 3,004 | $ | 13,410 | $ | 4,221 | $ | 1,405 | $ | 66,468 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Purchased Credit Deteriorated Loan
Under ASU Topic 326, when loans are purchased with evidence of more than insignificant deterioration of credit, they are accounted for as PCD. PCD loans acquired in a transaction are marked to fair value and a mark on yield is recorded. In addition, an adjustment is made to the ACL for the expected loss on the acquisition date. These loans are assessed on a regular basis and subsequent adjustments to the ACL are recorded on the income statement.
The outstanding balance and related allowance on these loans as of December 31, 2023 and December 31, 2022 is as follows (in thousands):
| As of December 31, 2023 | As of December 31, 2022 | |||||||||||||||
| Loan Balance | ACL Balance | Loan Balance | ACL Balance | |||||||||||||
| (Dollars In Thousands) | ||||||||||||||||
| Real Estate: |
||||||||||||||||
| Residential |
$ | 9,882 | $ | 126 | $ | 11,546 | $ | 139 | ||||||||
| Commercial |
2,040 | 50 | 1,544 | 34 | ||||||||||||
| Construction |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 11,922 | 176 | 13,090 | 173 | |||||||||||||
| Other Loans: |
||||||||||||||||
| Commercial |
1,968 | 351 | 5,058 | 594 | ||||||||||||
| Home equity and improvement |
1,879 | 54 | 2,409 | 80 | ||||||||||||
| Consumer finance |
204 | 5 | 274 | 5 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 4,051 | 410 | 7,741 | 679 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 15,973 | $ | 586 | $ | 20,831 | $ | 852 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Loans to executive officers, directors, and their affiliates are as follows:
| Years Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| (Dollars In Thousands) | ||||||||
| Beginning balance |
$ | 20,836 | $ | 18,426 | ||||
| New loans |
1,262 | 39,434 | ||||||
| Effect of changes in composition of related parties |
— | — | ||||||
| Repayments |
(14,893 | ) | (37,024 | ) | ||||
|
|
|
|
|
|||||
| Ending Balance |
$ | 7,205 | $ | 20,836 | ||||
|
|
|
|
|
|||||
Foreclosure Proceedings
Consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure totaled $7.9 million as of December 31, 2023 and $4.3 million as of December 31, 2022.
| 7. | Mortgage Banking |
Net revenues from the sales and servicing of mortgage loans consisted of the following:
| For the Year Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| (In Thousands) | ||||||||||||
| Gain from sale of mortgage loans |
$ | 4,429 | $ | 5,787 | $ | 16,437 | ||||||
| Mortgage loan servicing revenue (expense): |
||||||||||||
| Mortgage loan servicing revenue |
7,427 | 7,464 | 7,574 | |||||||||
| Amortization of mortgage servicing rights |
(5,044 | ) | (5,399 | ) | (7,893 | ) | ||||||
| Mortgage servicing rights valuation adjustments |
(69 | ) | 2,019 | 5,807 | ||||||||
|
|
|
|
|
|
|
|||||||
| 2,314 | 4,084 | 5,488 | ||||||||||
|
|
|
|
|
|
|
|||||||
| Net mortgage banking income |
$ | 6,743 | $ | 9,871 | $ | 21,925 | ||||||
|
|
|
|
|
|
|
|||||||
Activity for capitalized mortgage servicing rights (“MSRs”) and the related valuation allowance is as follows:
| For the Year Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| (In Thousands) | ||||||||||||
| Mortgage servicing assets: |
||||||||||||
| Balance at beginning of period |
$ | 21,858 | $ | 22,244 | $ | 21,666 | ||||||
| Loans sold, servicing retained |
2,638 | 5,013 | 8,471 | |||||||||
| Amortization |
(5,044 | ) | (5,399 | ) | (7,893 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Carrying value before valuation allowance at end of period |
19,452 | 21,858 | 22,244 | |||||||||
| Valuation allowance: |
||||||||||||
| Balance at beginning of period |
(687 | ) | (2,706 | ) | (8,513 | ) | ||||||
| Impairment recovery (charges) |
(69 | ) | 2,019 | 5,807 | ||||||||
|
|
|
|
|
|
|
|||||||
| Balance at end of period |
(756 | ) | (687 | ) | (2,706 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net carrying value of MSRs at end of period |
$ | 18,696 | $ | 21,171 | $ | 19,538 | ||||||
|
|
|
|
|
|
|
|||||||
| Fair value of MSRs at end of period |
$ | 28,204 | $ | 27,382 | $ | 20,921 | ||||||
|
|
|
|
|
|
|
|||||||
Amortization of mortgage servicing rights is computed based on payments and payoffs of the related mortgage loans serviced.
The Company had no actual losses from secondary market buy-backs in 2023, 2022 or 2021. Expense (credit) recognized related to the accrual was $0, $0 and $0 for the years ended December 31, 2023, 2022 and 2021, respectively.
The Company’s servicing portfolio is comprised of the following:
| December 31, | ||||||||||||||||
| 2023 | 2022 | |||||||||||||||
| Investor |
Number of Loans |
Principal Outstanding |
Number of Loans |
Principal Outstanding |
||||||||||||
| (Dollars In Thousands) | ||||||||||||||||
| Fannie Mae |
7,297 | $ | 914,489 | 7,504 | $ | 957,137 | ||||||||||
| Freddie Mac |
15,915 | 1,959,546 | 16,410 | 1,994,469 | ||||||||||||
| Federal Home Loan Bank |
104 | 22,701 | 56 | 7,513 | ||||||||||||
| Other |
38 | 2,999 | 77 | 5,587 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Totals |
23,354 | $ | 2,899,735 | 24,047 | $ | 2,964,706 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Custodial escrow balances maintained in connection with serviced loans were $31.2 million and $31.3 million at December 31, 2023 and 2022, respectively.
Significant assumptions at December 31, 2023, used in determining the value of MSRs include a weighted average prepayment speed assumption (“PSA”) of 117 and a weighted average discount rate of 9.02%. Significant assumptions at December 31, 2022, used in determining the value of MSRs include a weighted average prepayment rate of 115 PSA and a weighted average discount rate of 9.01%.
| 8. | Premises and Equipment and Leases |
Premises and equipment are summarized as follows:
| December 31, | ||||||||
| 2023 | 2022 | |||||||
| (In Thousands) | ||||||||
| Cost: |
||||||||
| Land |
$ | 14,138 | $ | 13,200 | ||||
| Land improvements |
1,923 | 1,730 | ||||||
| Buildings |
60,463 | 59,376 | ||||||
| Leasehold improvements |
3,219 | 3,706 | ||||||
| Furniture, fixtures and equipment |
44,424 | 42,616 | ||||||
| Construction in process |
4,312 | 3,565 | ||||||
|
|
|
|
|
|||||
| 128,479 | 124,193 | |||||||
| Less allowances for depreciation and amortization |
(71,601 | ) | (68,652 | ) | ||||
|
|
|
|
|
|||||
| $ | 56,878 | $ | 55,541 | |||||
|
|
|
|
|
|||||
Depreciation expense was $5.3 million, $5.6 million and $6.3 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Leases
The Company’s lease agreements have maturity dates ranging from January 2024 to September 2044, some of which include options for multiple five and ten year extensions. The weighted average remaining life of the lease term for these leases was 13.27 and 13.29 years as of December 31, 2023 and 2022, respectively. The weighted average remaining life of the lease term for finance leases was 6.84 years as of December 31, 2023.
The discount rate used in determining the lease liability for each individual lease was the FHLB fixed advance rate or swap rate which corresponded with the remaining lease term as of January 1, 2019 for leases that existed at adoption and as of the lease commencement date for leases subsequently entered into. The weighted average discount rate for leases was 2.58% and 2.52% as of December 31, 2023 and 2022, respectively. The weighted average discount rate for finance leases was 4.81% as of December 31, 2023.
The total operating lease costs were $2.2 million for the year ended December 31, 2023 and $2.4 million for the years ended December 31, 2022 and 2021. The ROU asset, included in other assets, was $13.5 million and $14.9 million at December 31, 2023 and 2022, respectively. The lease liabilities, included in other liabilities, were $13.9 million and $15.6 million as of December 31, 2023 and 2022, respectively.
Undiscounted cash flows included in lease liabilities have expected contractual payments at December 31, 2023 as follows (in thousands):
| 2024 |
$ | 2,633 | ||
| 2025 |
1,665 | |||
| 2026 |
1,371 | |||
| 2027 |
1,196 | |||
| 2028 |
1,118 | |||
| Thereafter |
10,564 | |||
|
|
|
|||
| Total undiscounted minimum lease payments |
$ | 18,547 | ||
| Present value adjustment |
(4,623 | ) | ||
|
|
|
|||
| Total lease liabilities |
$ | 13,924 | ||
|
|
|
| 9. | Goodwill and Intangible Assets |
Goodwill
The change in the carrying amount of goodwill for the year is as follows:
| December 31, | ||||||||
| 2023 | 2022 | |||||||
| (In Thousands) | ||||||||
| Beginning balance |
$ | 317,988 | $ | 317,948 | ||||
| Goodwill acquired or adjusted during the year |
— | 40 | ||||||
| Goodwill from disposal |
(22,386 | ) | — | |||||
|
|
|
|
|
|||||
| Ending balance |
$ | 295,602 | $ | 317,988 | ||||
|
|
|
|
|
|||||
The Company tests goodwill at least annually and, more frequently, if events or changes in circumstances indicate that it may be more likely than not that there is a possible impairment. Due to the ongoing impacts from the closure of large, well-known regional banks in early 2023 that led to a significant decline in bank stock prices, the Company conducted a quantitative interim goodwill impairment assessment at September 30, 2023. The impairment assessment compares the fair value of identified reporting units with their carrying amount (including goodwill). If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to the excess. The Company’s interim assessment estimated fair value on an income approach that incorporated a discounted cash flow model that involves management assumptions and consideration of future economic forecasts available. In addition, the Company completed a qualitative evaluation at the Company’s annual impairment evaluation date of November 30th.
Results of the interim assessments indicated no goodwill impairment as of the dates of the assessments. The Company will continue to monitor its goodwill for possible impairment.
Acquired Intangible Assets
Activity in intangible assets for the years ended December 31, 2023, 2022 and 2021, was as follows:
| Gross Carrying Amount |
Accumulated Amortization |
Net Value | ||||||||||
| (In Thousands) | ||||||||||||
| Balance as of January 1, 2021 |
$ | 53,647 | $ | (23,310 | ) | $ | 30,337 | |||||
| Intangible assets acquired |
— | — | — | |||||||||
| Amortization of intangible assets |
— | (6,208 | ) | (6,208 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Balance as of December 31, 2021 |
53,647 | (29,518 | ) | 24,129 | ||||||||
| Intangible assets acquired |
395 | — | 395 | |||||||||
| Amortization of intangible assets |
— | (5,450 | ) | (5,450 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Balance as of December 31, 2022 |
54,042 | (34,968 | ) | 19,074 | ||||||||
| Intangible assets disposed in First Insurance sale |
(2,284 | ) | — | (2,284 | ) | |||||||
| Amortization of intangible assets |
— | (4,604 | ) | (4,604 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Balance as of December 31, 2023 |
$ | 51,758 | $ | (39,572 | ) | $ | 12,186 | |||||
|
|
|
|
|
|
|
|||||||
Estimated amortization expense for each of the next five years and thereafter is as follows (in thousands):
| 2024 |
$ | 3,872 | ||
| 2025 |
3,004 | |||
| 2026 |
2,313 | |||
| 2027 |
1,645 | |||
| 2028 |
1,052 | |||
| Thereafter |
300 | |||
|
|
|
|||
| Total |
$ | 12,186 | ||
|
|
|
| 10. | Deposits |
The following schedule sets forth interest expense by type of deposit:
| Years Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| (In Thousands) | ||||||||||||
| Checking and money market accounts |
$ | 62,295 | $ | 14,927 | $ | 4,754 | ||||||
| Savings accounts |
182 | 174 | 172 | |||||||||
| Certificates of deposit |
59,930 | 9,808 | 8,556 | |||||||||
|
|
|
|
|
|
|
|||||||
| Totals |
$ | 122,407 | $ | 24,909 | $ | 13,482 | ||||||
|
|
|
|
|
|
|
|||||||
A summary of deposit balances is as follows:
| December 31, | ||||||||
| 2023 | 2022 | |||||||
| (In Thousands) | ||||||||
| Noninterest-bearing checking accounts |
$ | 1,591,979 | $ | 1,869,509 | ||||
| Interest-bearing checking and money market accounts |
3,177,369 | 3,185,440 | ||||||
| Savings deposits |
678,076 | 798,003 | ||||||
| Retail certificates of deposit less than $250,000 |
827,479 | 645,318 | ||||||
| Retail certificates of deposit greater than and equal to $250,000 |
526,199 | 264,741 | ||||||
| Brokered deposits |
341,944 | 143,708 | ||||||
|
|
|
|
|
|||||
| Totals |
$ | 7,143,046 | $ | 6,906,719 | ||||
|
|
|
|
|
|||||
Included in total deposits above are related-party deposits of $7.7 million and $11.6 million at December 31, 2023 and 2022, respectively.
Scheduled maturities of certificates of deposit and brokered deposits at December 31, 2023, are as follows (in thousands):
| 2024 |
$ | 1,579,737 | ||
| 2025 |
81,681 | |||
| 2026 |
17,858 | |||
| 2027 |
8,728 | |||
| 2028 |
7,484 | |||
| Thereafter |
134 | |||
|
|
|
|||
| Total |
$ | 1,695,622 | ||
|
|
|
| 11. | Advances from Federal Home Loan Bank |
The Bank has the ability to borrow funds from the FHLB. The Bank pledges its single-family residential mortgage loan portfolio, certain commercial real estate loans, and certain agriculture real estate loans as security for these advances. Advances secured by residential mortgages must have collateral of at least 141% of the borrowings. Advances secured by commercial real estate loans, and agriculture real estate loans must have collateral of at least 133% and 137% of the borrowings, respectively. Total loans pledged to the FHLB at December 31, 2023 and December 31, 2022 were $3.1 billion and $2.7 billion, respectively. The Bank could obtain advances of up to approximately $2.0 billion from the FHLB at December 31, 2023.
Each advance is payable at its maturity date, with a prepayment penalty for fixed rate advances. At December 31, 2022, the Bank had $428.0 million outstanding in FHLB advances. At December 31, 2023, advances from the FHLB were as follows (in thousands):
| 2024 |
$ | 280,000 | ||
| 2025 |
— | |||
| 2026 |
— | |||
| 2027 |
— | |||
| 2028 |
— | |||
| Thereafter |
— | |||
|
|
|
|||
| Totals |
$ | 280,000 | ||
|
|
|
| 12. | Subordinated Debentures and Junior Subordinated Debentures Owed to Unconsolidated Subsidiary Trust |
In September 2020, the Company completed the issuance of $50.0 million aggregate principal amount, fixed-to-floating rate subordinated notes due September 30, 2030 in a private offering exempt from the registration requirements under the Securities Act of 1933, as amended. The notes carry a fixed rate of 4.0% for five years at which time they will convert to a floating rate based on the secured overnight financing rate, plus a spread of 388.5 basis points. The Company may, at its option, beginning September 30, 2025, redeem the notes, in whole or in part, from time to time, subject to certain conditions. The net proceeds from the sale were approximately $48.7 million, after deducting the estimated offering expenses. The Company’s intent was to use the net proceeds for general corporate purposes, which may include, without limitation, providing capital to support its growth organically or through strategic acquisitions, repaying indebtedness, in financing investments, capital expenditures, repurchasing its common shares and for investments in the Bank as regulatory capital. The subordinated debentures are included in Total Capital under current regulatory guidelines and interpretations.
In March 2007, the Company sponsored an affiliated trust, Premier Statutory Trust II (“Trust Affiliate II”) that issued $15.0 million of Guaranteed Capital Trust Securities (Trust Preferred Securities). In connection with the transaction, the Company issued $15.5 million of Junior Subordinated Deferrable Interest Debentures (“Subordinated Debentures”) to Trust Affiliate II. The Company formed Trust Affiliate II for the purpose of issuing Trust Preferred Securities to third-party investors and investing the proceeds from the sale of these capital securities solely in Subordinated Debentures of the Company. The Subordinated Debentures held by Trust Affiliate II are the sole assets of that trust. The Company is not considered the primary beneficiary of this Trust (variable interest entity), therefore the trust is not consolidated in the Company’s financial statements, but rather the subordinated debentures are shown as a liability. Distributions on the Trust Preferred Securities issued by Trust Affiliate II are payable quarterly at a variable rate equal to the three-month LIBOR rate plus 1.5%. As a result of the discontinuation of LIBOR, beginning with the distribution on December 15, 2023, distributions will be calculated at a variable rate equal to the three-month SOFR rate plus 1.5%. The Coupon rate payable on the Trust Preferred Securities issued by Trust Affiliate II was 7.15% and 6.27% as of December 31, 2023 and 2022, respectively.
The Trust Preferred Securities issued by Trust Affiliate II are subject to mandatory redemption, in whole or part, upon repayment of the Subordinated Debentures. The Company has entered into an agreement that fully and unconditionally guarantees the Trust Preferred Securities subject to the terms of the guarantee. The Trust Preferred Securities and Subordinated Debentures mature on June 15, 2037, but can be redeemed at the Company’s option at any time now.
The Company also sponsors an affiliated trust, Premier Statutory Trust I (“Trust Affiliate I”) that issued $20.0 million of Trust Preferred Securities in 2005. In connection with this transaction, the Company issued $20.6 million of Subordinated Debentures to Trust Affiliate I. Trust Affiliate I was formed for the purpose of issuing Trust Preferred Securities to third-party investors and investing the proceeds from the sale of these capital securities solely in Subordinated Debentures of the Company. The Junior Debentures held by Trust Affiliate I are the sole assets of the trust. The Company is not considered the primary beneficiary of this Trust (variable interest entity), therefore the trust is not consolidated in the Company’s financial statements, but rather the subordinated debentures are shown as a liability. Distributions on the Trust Preferred Securities issued by Trust Affiliate I are payable quarterly at a variable rate equal to the three-month LIBOR rate plus 1.38%. As a result of the discontinuation of LIBOR, beginning with the distribution on December 15, 2023, distributions will be calculated at a variable rate equal to the three-month SOFR rate plus 1.38%. The Coupon rate payable on the Trust Preferred Securities issued by Trust Affiliate I was 7.03% and 6.15% as of December 31, 2023 and 2022, respectively.
The Trust Preferred Securities issued by Trust Affiliate I are subject to mandatory redemption, in whole or in part, upon repayment of the Subordinated Debentures. The Company has entered into an agreement that fully and unconditionally guarantees the Trust Preferred Securities subject to the terms of the guarantee. The Trust Preferred Securities and Subordinated Debentures mature on December 15, 2035, but can be redeemed at the Company’s option at any time now.
The Subordinated Debentures related to the Trust Preferred Securities may be included in tier 1 capital (with certain limitations applicable) under current regulatory guidelines and interpretations. Interest on both issues of Trust Preferred Securities may be deferred for a period of up to five years at the option of the issuer.
A summary of all junior subordinated debentures issued by the Company to affiliates and subordinated debentures follows. For the junior subordinated debentures, these amounts represent the par value of the obligations owed to these affiliates, including the Company’s equity interest in the trusts. For the subordinated debentures, these amounts represent the par value less remaining deferred offering expense associated with the issuance the debentures. Balances were as follows:
| December 31, | ||||||||
| 2023 | 2022 | |||||||
| (In Thousands) | ||||||||
| First Defiance Statutory Trust I due December 2035 |
$ | 20,619 | $ | 20,619 | ||||
| First Defiance Statutory Trust II due June 2037 |
15,464 | 15,464 | ||||||
|
|
|
|
|
|||||
| Total junior subordinated debentures owed to unconsolidated subsidiary Trusts |
$ | 36,083 | $ | 36,083 | ||||
|
|
|
|
|
|||||
| Subordinated debentures |
$ | 49,146 | $ | 49,020 | ||||
|
|
|
|
|
|||||
| 13. | Securities Sold Under Agreements to Repurchase and Other Short Term Borrowings |
The Company has utilized securities sold under agreements to repurchase in the past to facilitate the needs of our customers and to facilitate secured short-term funding needs. Securities sold under agreements to repurchase are stated at the amount of cash received in connection with the transaction. We monitor levels on a continuous basis. We may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agent.
The Company had no outstanding securities sold under agreement to repurchase at December 31, 2023 or December 31, 2022.
As of December 31, 2023 and 2022, the Company had the following undrawn lines of credit facilities available for short-term borrowing purposes:
A $20.0 million line of credit with First Horizon Bank with a maturity date of March 31, 2024. The rate on the line of credit is at three- month SOFR + 2.26%, with a floor of 2.50%, which floats quarterly. This line was undrawn upon as of December 31, 2023 and 2022.
A $50.0 million line of credit with U.S. Bank with a maturity date of March 31, 2024. The rate on this line of credit is U.S. Bank’s federal funds rate, which floats daily. This line was undrawn upon as of December 31, 2023 and 2022.
A $531.5 million discount window for short-term or late day borrowing needs with the Federal Reserve Bank of Cleveland. The Company pledges investment security collateral to maintain borrowing capacity. This line was undrawn upon as of December 31, 2023 and 2022.
| 14. | Other Noninterest Expense |
The following is a summary of other noninterest expense:
| Years Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| (In Thousands) | ||||||||||||
| Legal and other professional fees |
$ | 6,743 | $ | 7,622 | $ | 7,325 | ||||||
| Marketing |
1,714 | 2,160 | 1,940 | |||||||||
| OREO expenses and write-downs |
220 | 150 | 117 | |||||||||
| Printing and office supplies |
917 | 953 | 941 | |||||||||
| Postage |
1,359 | 1,279 | 1,257 | |||||||||
| Check charge-offs and fraud losses |
1,937 | 1,350 | 762 | |||||||||
| Credit and collection expense |
637 | 584 | 714 | |||||||||
| Other |
9,924 | 11,991 | 11,388 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total other noninterest expense |
$ | 23,451 | $ | 26,089 | $ | 24,444 | ||||||
|
|
|
|
|
|
|
|||||||
| 15. | Postretirement Benefits |
The Company sponsors a defined benefit postretirement plan (the Plan) that is intended to supplement Medicare coverage for certain retirees. Plan eligibility and features differ depending on the date of hire, date of retirement, age, years of service, and other specific attributes, with additional variations applicable only to certain mortgage leaders.
For employees (1) hired by the Company before January 31, 2020, excluding employees of acquired businesses even though their original hire date by the prior business may precede January 31, 2020, (2) who retire after age 55, and (3) who have a combined age plus years of service of at least 75, the Plan benefit is the contribution by the Company of a specified percentage of $10,000 in a spending account which can be used toward reimbursement of any eligible health care expenses by the retiree and their spouse. The specified percentage is based on a combination of age plus years of service with a minimum combination of at least 75.
Retirees or active employees who were at least age 52 on January 1, 2003 (and either retired or actively employed on that date), and Executive Chairman Hileman and his spouse as of December 14, 2021, are eligible to receive medical, prescription, dental, and vision coverage for the retiree and their spouse:
| • | For employees who retired on or after April 1, 1997, the employee’s cost for coverage is based on the employee’s combined age and years of service at retirement per the Plan’s fee structure. |
| • | For employees who retired before April 1, 1967 after 65 years of age and 20 years of service after age 40, the cost of coverage is paid in full by the Company. The surviving spouse pays 50% of the Plan’s Fee Structure beginning one year after the retiree’s death. |
| • | For employees who retired before April 1, 1967 after 55 years of age and 15 years of service after age 40, the retiree and spouse pay 50% of the Plan’s Fee Structure. |
Included in accumulated other comprehensive income at December 31, 2023, 2022 and 2021, are the following amounts that have not yet been recognized in net periodic benefit cost:
| December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| (In Thousands) | ||||||||||||
| Unrecognized prior service cost |
$ | 41 | $ | 47 | $ | 57 | ||||||
| Unrecognized actuarial (gain) loss |
(538 | ) | (556 | ) | 43 | |||||||
|
|
|
|
|
|
|
|||||||
| Total (gain) loss recognized in Accumulated Other Comprehensive Income |
(497 | ) | (509 | ) | 100 | |||||||
| Income tax effect |
104 | 107 | (21 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| Net (gain) loss recognized in Accumulated Other Comprehensive Income |
$ | (393 | ) | $ | (402 | ) | $ | 79 | ||||
|
|
|
|
|
|
|
|||||||
Reconciliation of Funded Status and Accumulated Benefit Obligation
The plan is not currently funded. The following table summarizes benefit obligation and plan asset activity for the plan measured as of December 31 each year:
| December 31, | ||||||||
| 2023 | 2022 | |||||||
| (In Thousands) | ||||||||
| Change in benefit obligation: |
||||||||
| Benefit obligation at beginning of year |
$ | 2,119 | $ | 2,759 | ||||
| Service cost |
28 | 52 | ||||||
| Interest cost |
101 | 67 | ||||||
| Participant contribution |
27 | 27 | ||||||
| Actuarial (gains) / losses |
(11 | ) | (599 | ) | ||||
| Benefits paid |
(210 | ) | (187 | ) | ||||
|
|
|
|
|
|||||
| Benefit obligation at end of year |
2,054 | 2,119 | ||||||
| Change in fair value of plan assets: |
||||||||
| Balance at beginning of year |
— | — | ||||||
| Employer contribution |
183 | 160 | ||||||
| Participant contribution |
27 | 27 | ||||||
| Benefits paid |
(210 | ) | (187 | ) | ||||
|
|
|
|
|
|||||
| Balance at end of year |
— | — | ||||||
|
|
|
|
|
|||||
| Funded status at end of year |
$ | (2,054 | ) | $ | (2,119 | ) | ||
|
|
|
|
|
|||||
Net periodic postretirement benefit cost includes the following components:
| Years Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| (In Thousands) | ||||||||||||
| Service cost-benefits attributable to service during the period |
$ | 28 | $ | 52 | $ | 60 | ||||||
| Interest cost on accumulated postretirement benefit obligation |
101 | 67 | 53 | |||||||||
| Net amortization and deferral |
(23 | ) | 10 | 13 | ||||||||
|
|
|
|
|
|
|
|||||||
| Net periodic postretirement benefit cost |
106 | 129 | 126 | |||||||||
| Net (gain) / loss during the year |
(11 | ) | (599 | ) | 13 | |||||||
| Amortization of prior service cost and actuarial losses |
23 | (10 | ) | (13 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Total recognized in comprehensive income (loss) |
12 | (609 | ) | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Total recognized in net periodic postretirement benefit cost and other comprehensive income |
$ | 118 | $ | (480 | ) | $ | 126 | |||||
|
|
|
|
|
|
|
|||||||
The following assumptions were used in determining the components of the postretirement benefit obligation:
| 2023 | 2022 | 2021 | ||||||||||
| Weighted average discount rates: |
||||||||||||
| Used to determine benefit obligations at December 31 |
4.70 | % | 5.00 | % | 2.50 | % | ||||||
| Used to determine net periodic postretirement benefit cost for years ended December 31 |
5.00 | % | 2.50 | % | 2.00 | % | ||||||
| Assumed health care cost trend rates at December 31: |
||||||||||||
| Health care cost trend rate assumed for next year |
5.50 | % | 6.00 | % | 6.50 | % | ||||||
| Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) |
4.00 | % | 3.90 | % | 3.90 | % | ||||||
| Year that rate reaches ultimate trend rate |
2075 | 2075 | 2075 | |||||||||
The following benefits are expected to be paid over the next five years and in aggregate for the next five years thereafter. Because the plan is unfunded, the expected net benefits to be paid and the estimated Company contributions are the same amount.
| Expected to be Paid | ||||
| (In Thousands) | ||||
| 2024 |
$ | 193 | ||
| 2025 |
201 | |||
| 2026 |
210 | |||
| 2027 |
221 | |||
| 2028 |
157 | |||
| 2029 through 2033 |
768 | |||
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans.
The Company expects to contribute $194,000 before reflecting expected Medicare retiree drug subsidy payments in 2023.
| 16. | Regulatory Matters |
Premier and the Bank are subject to minimum capital adequacy guidelines. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators, which could have a material impact on Premier’s financial statements. Under capital adequacy guidelines, Premier and the Bank must maintain capital amounts in excess of minimum ratios based on quantitative measures of their assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices.
The rules include a minimum common equity tier 1 capital to risk-weighted assets ratio (“CET1”) of 4.5% and a capital conservation buffer of 2.5% of risk-weighted assets, which effectively results in a minimum CET1 ratio of 7.0%. Basel III raises the minimum ratio of tier 1 capital to risk-weighted assets from 4.0% to 6.0% (which, with the capital conservation buffer, effectively results in a minimum tier 1 capital ratio of 8.5%), which effectively results in a minimum total capital to risk-weighted assets ratio of 10.5%, and requires a minimum leverage ratio of 4.0%. Basel III also makes changes to risk weights for certain assets and off-balance sheet exposures.
The federal banking agencies have also established a system of “prompt corrective action” to resolve certain problems of undercapitalized banks. The regulatory agencies can initiate certain mandatory actions if the Bank fails to meet the minimum capital requirements, which could have a material effect on Premier’s financial statements.
The following schedule presents Premier consolidated and the Bank’s regulatory capital ratios as of December 31, 2023 and 2022 (dollars in thousands):
| December 31, 2023 | ||||||||||||||||||||||||
| Actual | Minimum Required for Adequately Capitalized |
Minimum Required to be Well Capitalized for Prompt Corrective Action |
||||||||||||||||||||||
| Amount | Ratio | Amount | Ratio(1) | Amount | Ratio | |||||||||||||||||||
| CET1 Capital (to Risk-Weighted Assets) |
||||||||||||||||||||||||
| Consolidated |
$ | 826,639 | 11.70 | % | $ | 318,003 | 4.5 | % | N/A | N/A | ||||||||||||||
| Premier Bank |
$ | 871,342 | 12.38 | % | $ | 316,676 | 4.5 | % | $ | 457,421 | 6.5 | % | ||||||||||||
| Tier 1 Capital |
||||||||||||||||||||||||
| Consolidated |
$ | 861,639 | 10.26 | % | $ | 335,772 | 4.0 | % | N/A | N/A | ||||||||||||||
| Premier Bank |
$ | 871,342 | 10.42 | % | $ | 334,641 | 4.0 | % | $ | 418,301 | 5.0 | % | ||||||||||||
| Tier 1 Capital (to Risk Weighted Assets) |
||||||||||||||||||||||||
| Consolidated |
$ | 861,639 | 12.19 | % | $ | 424,005 | 6.0 | % | N/A | N/A | ||||||||||||||
| Premier Bank |
$ | 871,342 | 12.38 | % | $ | 422,235 | 6.0 | % | $ | 562,980 | 8.0 | % | ||||||||||||
| Total Capital (to Risk Weighted Assets) |
||||||||||||||||||||||||
| Consolidated |
$ | 991,873 | 14.04 | % | $ | 565,339 | 8.0 | % | N/A | N/A | ||||||||||||||
| Premier Bank |
$ | 951,576 | 13.52 | % | $ | 562,980 | 8.0 | % | $ | 703,725 | 10.0 | % | ||||||||||||
| (1) | Excludes capital conservation buffer of 2.50% as of December 31, 2023. |
| December 31, 2022 | ||||||||||||||||||||||||
| Actual | Minimum Required for Adequately Capitalized |
Minimum Required to be Well Capitalized for Prompt Corrective Action |
||||||||||||||||||||||
| Amount | Ratio | Amount | Ratio(1) | Amount | Ratio | |||||||||||||||||||
| CET1 Capital (to Risk-Weighted Assets) |
||||||||||||||||||||||||
| Consolidated |
$ | 728,883 | 9.91 | % | $ | 331,019 | 4.5 | % | N/A | N/A | ||||||||||||||
| Premier Bank |
$ | 775,907 | 10.58 | % | $ | 330,008 | 4.5 | % | $ | 476,678 | 6.5 | % | ||||||||||||
| Tier 1 Capital |
||||||||||||||||||||||||
| Consolidated |
$ | 763,883 | 9.37 | % | $ | 326,094 | 4.0 | % | N/A | N/A | ||||||||||||||
| Premier Bank |
$ | 775,907 | 9.55 | % | $ | 324,949 | 4.0 | % | $ | 406,187 | 5.0 | % | ||||||||||||
| Tier 1 Capital (to Risk Weighted Assets) |
||||||||||||||||||||||||
| Consolidated |
$ | 763,883 | 10.38 | % | $ | 441,359 | 6.0 | % | N/A | N/A | ||||||||||||||
| Premier Bank |
$ | 775,907 | 10.58 | % | $ | 440,011 | 6.0 | % | $ | 586,681 | 8.0 | % | ||||||||||||
| Total Capital (to Risk Weighted Assets) |
||||||||||||||||||||||||
| Consolidated |
$ | 892,663 | 12.14 | % | $ | 588,478 | 8.0 | % | N/A | N/A | ||||||||||||||
| Premier Bank |
$ | 854,687 | 11.65 | % | $ | 586,681 | 8.0 | % | $ | 733,352 | 10.0 | % | ||||||||||||
| (1) | Excludes capital conservation buffer of 2.50% as of December 31, 2022. |
Dividend Restrictions—Dividends paid by the Bank to Premier are subject to various regulatory restrictions. The Bank paid $26.5 million in dividends to Premier and received $29.8 million cash contribution from Premier in 2023 and paid net dividends of $58.0 million in 2022. The Bank may not pay dividends to Premier in excess of its net profits (as defined by statute) for the last two fiscal years, plus any year to date net profits without the approval of the ODFI. As of December 31, 2023, the Bank could dividend up to an additional $186.4 million to Premier. First Insurance paid $43.0 million in dividends to Premier in 2023 and $2.0 million in dividends in 2022. PFC Risk Management did not pay dividends to Premier in 2023 and paid $1.6 million in dividends in 2022. PFC Capital did not pay dividends or receive a cash contribution in 2023 and received $3.0 million in a cash contribution from Premier in 2022.
| 17. | Income Taxes |
The components of income tax expense are as follows:
| Years Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| (In Thousands) | ||||||||||||
| Current: |
||||||||||||
| Federal |
$ | 30,323 | $ | 24,698 | $ | 24,256 | ||||||
| State and local |
793 | 704 | 723 | |||||||||
| Deferred |
(2,934 | ) | (1,306 | ) | 5,393 | |||||||
|
|
|
|
|
|
|
|||||||
| $ | 28,182 | $ | 24,096 | $ | 30,372 | |||||||
|
|
|
|
|
|
|
|||||||
The effective tax rates differ from federal statutory rate applied to income before income taxes due to the following:
| Years Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| (In Thousands) | ||||||||||||
| Tax expense at statutory rate (21%) |
$ | 29,289 | $ | 26,519 | $ | 32,849 | ||||||
| Increases (decreases) in taxes from: |
||||||||||||
| State income tax – net of federal tax benefit |
627 | 557 | 571 | |||||||||
| Tax exempt interest income, net of TEFRA |
(484 | ) | (723 | ) | (839 | ) | ||||||
| Bank owned life insurance |
(1,053 | ) | (829 | ) | (1,075 | ) | ||||||
| Captive insurance |
(368 | ) | (417 | ) | (365 | ) | ||||||
| Sale of First Insurance goodwill |
1,515 | — | — | |||||||||
| Other |
(1,344 | ) | (1,011 | ) | (769 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Totals |
$ | 28,182 | $ | 24,096 | $ | 30,372 | ||||||
|
|
|
|
|
|
|
|||||||
Significant components of Premier’s deferred federal income tax assets and liabilities are as follows:
| December 31, | ||||||||
| 2023 | 2022 | |||||||
| (In Thousands) | ||||||||
| Deferred federal income tax assets: |
||||||||
| Allowance for credit losses |
$ | 16,068 | $ | 15,291 | ||||
| Allowance for unfunded commitments |
905 | 1,431 | ||||||
| Interest on nonaccrual loans |
535 | 672 | ||||||
| Postretirement benefit costs |
394 | 408 | ||||||
| Cash flow hedge derivatives |
7,261 | 8,407 | ||||||
| Deferred compensation |
2,069 | 1,841 | ||||||
| Individually evaluated loans |
244 | 568 | ||||||
| Net unrealized loss on available-for-sale securities |
33,768 | 37,810 | ||||||
| Equity securities fair value |
88 | — | ||||||
| Accrued vacation |
— | 10 | ||||||
| Accrued bonus |
1,132 | 1,419 | ||||||
| Lease liability |
2,924 | 3,279 | ||||||
| Net operating loss carryforward |
204 | 239 | ||||||
| Other |
1,943 | 2,254 | ||||||
|
|
|
|
|
|||||
| Total deferred federal income tax assets |
67,535 | 73,629 | ||||||
| Deferred federal income tax liabilities: |
||||||||
| Equity securities fair value |
— | 35 | ||||||
| Goodwill |
3,126 | 4,889 | ||||||
| Mortgage servicing rights |
3,926 | 4,446 | ||||||
| Cash flow hedge derivatives |
63 | — | ||||||
| Fixed assets |
2,541 | 2,525 | ||||||
| Other intangible assets |
2,522 | 3,847 | ||||||
| Deferred loan origination fees and costs |
2,607 | 2,203 | ||||||
| Prepaid expenses |
678 | 1,117 | ||||||
| Right of use asset |
2,838 | 3,139 | ||||||
| Earnout on sale of FIG |
320 | — | ||||||
| Other |
228 | 416 | ||||||
|
|
|
|
|
|||||
| Total deferred federal income tax liabilities |
18,849 | 22,617 | ||||||
|
|
|
|
|
|||||
| Net deferred federal income tax asset/ (liability) |
$ | 48,686 | $ | 51,012 | ||||
|
|
|
|
|
|||||
The realization of the Company’s deferred tax assets is dependent upon the Company’s ability to generate taxable income in future periods and the reversal of deferred tax liabilities during the same period. The Company has evaluated the available evidence supporting the realization of its deferred tax assets and determined it is more likely than not that the assets will be realized and thus no valuation allowance was required at December 31, 2023.
Retained earnings at December 31, 2023, included approximately $32.1 million for which no tax provision for federal income taxes had been made. This amount represents the tax bad debt reserve at December 31, 1987, which is the end of the Company’s base year for purposes of calculating the bad debt deduction for tax purposes. If this portion of retained earnings is used in the future for any purpose other than to absorb bad debts, the amount used will be added to future taxable income. The unrecorded deferred tax liability on the above amount at December 31, 2023, was approximately $6.7 million.
The total amount of interest and penalties recorded in the income statement was $0 for each of the years ended December 31, 2023, 2022 and 2021. The amount accrued for interest and penalties was $0 at December 31, 2023, 2022 and 2021.
The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax in the states of Indiana and West Virginia. The Company is no longer subject to examination by taxing authorities for years before 2020. At December 31, 2023, the Company also operated in the states of Ohio, Pennsylvania and Michigan, which tax financial institutions based on their equity rather than their income.
The Company’s net operating loss of $974,000 will be carried forward to use against future taxable income. The net operating loss carryforwards begin to expire in the year ending December 31, 2029. This tax benefit is subject to an annual limitation under Internal Revenue Code Section 382; however, Premier and the Bank expect to utilize the full amount of the benefit.
| 18. | Employee Benefit Plans |
401(k) Plan
Employees of Premier are eligible to participate in the Premier Financial Corp. 401(k) Employee Savings Plan (the “Premier 401(k)”) if they meet certain age and service requirements. Under the Premier 401(k), Premier matches 100% of the participants’ contributions up to 3% of compensation and then 50% of the participants’ contributions for the next 2% of compensation. The Premier 401(k) also provides for a discretionary Premier contribution in addition to the Premier matching contribution. Premier matching contributions totaled $2.6 million, $2.7 million and $2.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. There were no discretionary contributions in any of those years.
Group Life Plan
The executive group life plan covers various employees, including the Company’s named executive officers. Under the terms of the group life plan, the Bank will purchase and own life insurance policies covering the lives of employees selected by the Board of Directors of the Bank as participants. There was $(27,000), $411,000 and $(121,000) of expense/(recovery) recorded for the years ended December 31, 2023, 2022 and 2021, respectively, with a liability of $2.0 million for future benefits recorded at both December 31, 2023 and 2022, respectively.
Deferred Compensation
The deferred compensation plans cover all directors and certain employees that elect to participate. Under the plans, the Company pays each participant, or their beneficiary, the amount of fees deferred plus interest over a defined time period. The deferred compensation plans have approximately $12.4 million and $9.3 million in assets and liabilities, respectively, as of December 31, 2023, which are matched in terms of investment elections. As of December 31, 2022, the deferred compensation plans had approximately $10.3 million and $8.0 million in assets and liabilities, respectively, which were matched in terms of investment elections. Every year, other noninterest expense reflects the net changes in fair value of the underlying investments in the assets and liabilities. The net expense (income) recorded for the deferred compensation plan for each of the last three years was $309,000, $414,000 and $(66,000) in 2023, 2022 and 2021, respectively.
| 19. | Stock Compensation Plans |
Premier has established equity based compensation plans for its directors and employees. On February 27, 2018, the Board adopted, and the shareholders approved at the 2018 Annual Shareholders Meeting, the Premier Financial Corp. 2018 Equity Incentive Plan (the “2018 Equity Plan”). The 2018 Equity Plan replaced all existing plans, although the Company’s former equity plans remain in existence to the extent there were outstanding grants thereunder at the time the 2018 Equity Plan was approved. In addition, as a result of the Company’s merger (the “Merger”) with United Community Financial Corp. (“UCFC”), Premier assumed certain outstanding stock options granted under UCFC’s Amended and Restated 2007 Long-Term Incentive Plan (the “UCFC 2007 Plan”) and UCFC’s 2015 Long Term Incentive Plan, which has since been renamed as the “Premier Financial Corp. 2015 Long Term Incentive Plan” (the “2015 Plan”). Premier also assumed the shares available for future issuance under the 2015 Plan as of the effective date of the Merger, with appropriate adjustments to the number of shares available to reflect the Merger. The stock options assumed from UCFC in the Merger remain subject to the terms of the 2015 Plan, but became exercisable solely to purchase shares of Premier, with appropriate adjustments to the number of shares subject to the assumed stock options and the exercise price of such stock options. Besides certain options previously issued under the First Defiance Financial Corp. 2010 Equity Incentive Plan, all awards currently outstanding are issued under the 2018 Equity Plan or the 2015 Plan. The 2018 Equity Plan and the 2015 Plan were each amended and restated in February 2022 to align certain administrative components of the plans in addition to enhancing certain governance components. New awards will be made under either the 2018 Equity Plan or the 2015 Plan as the Company determines. The 2018 Equity Plan allows for issuance of up to 900,000 common shares through the award of options, restricted stock, stock, stock appreciation rights, or other stock-based awards. The 2015 Plan allows for the issuance of up to 1.2 million common shares, as adjusted for the Merger, through the award of options, stock, restricted stock, stock units, stock appreciation rights, or performance stock awards.
Beginning in 2023, directors were able to elect to receive stock in lieu of cash for their director fees. In the twelve months ended December 31, 2023, the Company recognized $80,000 in expense for 4,114 shares that were issued to directors in lieu of cash fees.
The Company maintains Long-Term Equity Incentive Plans (each, an “LTIP”) for select members of management (the “Executive LTIP”) and a Key Employee and Commercial Lender Plan (the “Key Plan”). Under the Executive LTIP, participants may earn a percentage of their salary for potential payout in the form of (1) equity awards based on the achievement of certain corporate performance targets over a three-year period and (2) beginning in 2023, restricted stock awards (“RSAs”). The Company granted 66,482 performance stock units (“PSUs”) to the participants under the Executive LTIP during 2023, which represents the maximum target award. The value of PSU awards issued in 2022 and 2023 under the Executive LTIP will be determined individually at the end of each respective 36 month performance period ending December 31. The benefits earned under these PSUs will be paid out in equity in the first quarter following the end of the performance period. The participants will receive all or a portion of the award if their employment is terminated by the Company without cause, by the participant in certain situations, or by death, disability or retirement of the participant. The Company issued 35,344 actual shares in 2023 to settle PSUs from the 2020 Executive LTIP plan. The RSAs issued under the Executive LTIP vest incrementally over three years, being fully vested upon the third anniversary of the grant date. The Company granted 21,827 RSAs under the Executive LTIP in 2023.
The maximum amount of compensation expense that may be earned for the PSUs at December 31, 2023, is approximately $5.8 million in the aggregate. However, the estimated expense that is expected to be earned as of December 31, 2023 is $3.9 million, of which $1.5 million was unrecognized at December 31, 2023, and will be recognized over the remaining performance periods. Total expense was reduced by $443,000 and was recorded for $873,000 for the years ended December 31, 2023 and December 31, 2022, respectively.
Beginning in 2022, under the Key Plan, the participants are granted restricted stock awards (“RSAs”) based upon the achievement of certain targets in the prior year. Prior to 2022, restricted stock units (“RSUs”) were issued to participants under the same plan. The participants can earn from 5% to 10% of their salary in RSAs or RSUs that vest three years from the date of grant. The Company granted 25,044 and 19,612 in RSAs in the first quarter of 2023 and 2022, respectively, as a payout under the Key Plan.
In 2023, the Company also granted 23,188 discretionary RSAs and 22,368 RSAs to directors that vest over a period of time ranging from one to three years. Compensation expense is recognized over the performance or vesting period. Total expense of $1.9 million and $1.1 million was recorded for the years ended December 31, 2023 and 2022, respectively. Approximately $1.9 million and $2.1 million is included within other liabilities at December 31, 2023 and December 31, 2022, respectively, related to the cash portion of the Company’s Short-Term Incentive Plans.
The following table sets forth Premier’s performance and restricted stock activity during the year ended December 31, 2023:
| Performance Stock Units |
Restricted Stock Units | Restricted Stock Awards |
||||||||||||||||||||||
| Unvested Shares |
Shares | Weighted- Average Grant Date Fair Value |
Shares | Weighted- Average Grant Date Fair Value |
Shares | Weighted- Average Grant Date Fair Value |
||||||||||||||||||
| Unvested at January 1, 2023 |
229,813 | $ | 29.12 | 31,796 | $ | 28.44 | 99,412 | $ | 29.14 | |||||||||||||||
| Granted |
66,482 | 24.78 | — | — | 92,427 | 22.70 | ||||||||||||||||||
| Vested |
(55,435 | ) | 26.48 | (11,724 | ) | 26.21 | (33,276 | ) | 28.69 | |||||||||||||||
| Forfeited |
(23,298 | ) | 26.48 | (1,447 | ) | 32.67 | (4,784 | ) | 25.00 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Unvested at December 31, 2023 |
217,562 | $ | 28.75 | 18,625 | $ | 29.52 | 153,779 | $ | 25.49 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
As of December 31, 2023, 28,175 options to acquire Premier shares were outstanding at option prices based on the market value of the underlying shares on the date the options were granted. All options expire ten years from the date of grant. Vested options of retirees expire on the earlier of the scheduled expiration date or one year after the retirement date.
The fair value of each option award is estimated on the date of grant using the Black-Scholes model. Expected volatilities are based on historical volatilities of the Company’s common shares. The Company uses historical data to estimate option exercise and post-vesting termination behavior. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.
There were no options granted during the years ended December 31, 2023 and 2022.
Following is stock option activity under the plans during the year ended December 31, 2023:
| Options Outstanding |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term (in years) |
Aggregate Intrinsic Value (in 000’s) |
|||||||||||||
| Options outstanding, January 1, 2023 |
29,661 | $ | 25.54 | |||||||||||||
| Forfeited or cancelled |
— | — | ||||||||||||||
| Exercised |
(1,486 | ) | 10.31 | |||||||||||||
| Granted |
— | — | ||||||||||||||
|
|
|
|
|
|||||||||||||
| Options outstanding, December 31, 2023 |
28,175 | $ | 23.18 | 3.26 | $ | 61,148 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Exercisable at December 31, 2023 |
28,175 | $ | 23.18 | 3.26 | $ | 61,148 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Proceeds, related tax benefits realized from options exercised and intrinsic value of options exercised were as follows:
| Year Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| (In Thousands, except per share amounts) | ||||||||||||
| Intrinsic value of options exercised |
$ | 12 | $ | 29 | $ | 11 | ||||||
| Cash received from option exercises |
15 | 53 | 8 | |||||||||
| Tax benefit realized from option exercises |
3 | 6 | 2 | |||||||||
As of December 31, 2023, there was a de minimus amount of total unrecognized compensation costs related to unvested stock options granted under the Company’s equity plans. The cost is expected to be recognized over a weighted-average period of one month.
| 20. | Parent Company Statements |
Condensed parent company financial statements, which include transactions with subsidiaries, are as follow:
| December 31, | ||||||||
| Statements of Financial Condition | 2023 | 2022 | ||||||
| (In Thousands) | ||||||||
| Assets |
||||||||
| Cash and cash equivalents |
$ | 15,314 | $ | 15,264 | ||||
| Equity securities |
5,773 | 7,832 | ||||||
| Investment in banking subsidiary |
1,020,329 | 909,552 | ||||||
| Investment in non-bank subsidiaries |
16,053 | 37,191 | ||||||
| Other assets |
5,425 | 5,145 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 1,062,894 | $ | 974,984 | ||||
|
|
|
|
|
|||||
| Liabilities and stockholders’ equity: |
||||||||
| Subordinated debentures |
$ | 85,229 | $ | 85,103 | ||||
| Accrued liabilities |
2,038 | 2,160 | ||||||
| Stockholders’ equity |
975,627 | 887,721 | ||||||
|
|
|
|
|
|||||
| Total liabilities and stockholders’ equity |
$ | 1,062,894 | $ | 974,984 | ||||
|
|
|
|
|
|||||
| Years Ended December 31, | ||||||||||||
| Statements of Income | 2023 | 2022 | 2021 | |||||||||
| (In Thousands) | ||||||||||||
| Dividends from subsidiaries |
$ | 69,500 | $ | 58,550 | $ | 46,315 | ||||||
| Interest income |
465 | 657 | 520 | |||||||||
| Interest expense |
(4,531 | ) | (3,327 | ) | (2,713 | ) | ||||||
| Other income |
— | — | 1,955 | |||||||||
| Noninterest expense |
(1,261 | ) | (1,391 | ) | (997 | ) | ||||||
| Other expense |
(453 | ) | (551 | ) | — | |||||||
|
|
|
|
|
|
|
|||||||
| Income before income taxes and equity in earnings of subsidiaries |
63,720 | 53,938 | 45,080 | |||||||||
| Income tax credit |
(1,214 | ) | (969 | ) | (259 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Income before equity in earnings of subsidiaries |
64,934 | 54,907 | 45,339 | |||||||||
| Undistributed equity in earnings of subsidiaries |
46,361 | 47,280 | 80,712 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net income |
111,295 | 102,187 | 126,051 | |||||||||
|
|
|
|
|
|
|
|||||||
| Other comprehensive income (loss) |
19,741 | (170,032 | ) | (18,432 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Comprehensive income (loss) |
$ | 131,036 | $ | (67,845 | ) | $ | 107,619 | |||||
|
|
|
|
|
|
|
|||||||
| Years Ended December 31, | ||||||||||||
| Statements of Cash Flows | 2023 | 2022 | 2021 | |||||||||
| (In Thousands) | ||||||||||||
| Operating activities: |
||||||||||||
| Net income |
$ | 111,295 | $ | 102,187 | $ | 126,051 | ||||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: |
||||||||||||
| Undistributed equity in earnings of subsidiaries |
(46,361 | ) | (47,280 | ) | (80,712 | ) | ||||||
| Return of capital from subsidiary |
6,123 | — | — | |||||||||
| Change in other assets and liabilities |
1,415 | 156 | 380 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by operating activities |
72,472 | 55,063 | 45,719 | |||||||||
|
|
|
|
|
|
|
|||||||
| Investing activities: |
||||||||||||
| Cash distribution to subsidiary |
(29,750 | ) | — | — | ||||||||
| Sale of equity securities |
1,606 | 8,714 | — | |||||||||
| Purchase of equity securities |
— | (3,000 | ) | (11,053 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by (used in) investing activities |
(28,144 | ) | 5,714 | (11,053 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Financing activities: |
||||||||||||
| Repurchase of common stock |
(11 | ) | (26,870 | ) | (29,583 | ) | ||||||
| Cash dividends paid |
(44,267 | ) | (42,795 | ) | (38,948 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net cash used in financing activities |
(44,278 | ) | (69,665 | ) | (68,531 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net increase (decrease) in cash and cash equivalents |
50 | (8,888 | ) | (33,865 | ) | |||||||
| Cash and cash equivalents at beginning of year |
15,264 | 24,152 | 58,017 | |||||||||
|
|
|
|
|
|
|
|||||||
| Cash and cash equivalents at end of year |
$ | 15,314 | $ | 15,264 | $ | 24,152 | ||||||
|
|
|
|
|
|
|
|||||||
| 21. | Fair Value |
FASB ASC Topic 820, Fair Value Measurements, defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.
FASB ASC Topic 820 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on the best information available. In that regard, FASB ASC Topic 820 established a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
| • | Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. |
| • | Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by a correlation or other means. |
| • | Level 3: Unobservable inputs for determining fair value of assets and liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. |
A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.
Available-for-sale securities - Securities classified as available for sale are generally reported at fair value utilizing Level 2 inputs where the Company obtains fair value measurements from an independent pricing service that uses matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows and the bonds’ terms and conditions, among other things. Securities in Level 2 include U.S. federal government agencies, mortgage-backed securities, corporate bonds and municipal securities.
Equity securities – These securities are reported at fair value utilizing Level 1 inputs where the Company obtains quoted prices in active markets for identical equity securities.
Loans held for sale, carried at fair value – The Company has elected the fair value option for all loans held for sale.
The fair value of conventional loans held for sale is determined using the current 15 day forward contract price for either 15 or 30 year conventional mortgages (Level 2). The fair value of permanent construction loans held for sale is determined using the current 60 day forward contract price for 15 or 30 year conventional mortgages which is then adjusted for unobservable market data such as estimated fall out rates and estimated time from origination to completion of construction (Level 3).
Collateral Dependent loans - Fair values for individually analyzed, collateral dependent loans are generally based on appraisals obtained from licensed real estate appraisers and in certain circumstances consideration of offers obtained to purchase properties prior to foreclosure. Appraisals for commercial real estate generally use three methods to derive value: cost, sales or market comparison and income approach. The cost method bases value on the cost to replace the current property. Value of market comparison approach evaluates the sales price of similar properties in the same market area. The income approach considers net operating income generated by the property and an investor’s required return. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Comparable sales adjustments are based on known sales prices of similar type and similar use properties and duration of time that the property has been on the market to sell. Such adjustments made in the appraisal process are typically significant and result in a Level 3 classification of the inputs for determining fair value.
Real estate held for sale - Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are then reviewed monthly by members of the asset review committee for valuation changes and are accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which may utilize a single valuation approach or a combination of approaches including cost, comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments may be significant and typically result in a Level 3 classification of the inputs for determining fair value.
Appraisals for both collateral-dependent loans and other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the Company’s asset quality or collections department reviews the assumptions and approaches utilized in the appraisal. Appraisal values are discounted from 0% to 30% to account for other factors that may impact the value of collateral. In determining the value of collateral dependent loans and other real estate owned, significant unobservable inputs may be used, which include but are not limited to: physical condition of comparable properties sold, net operating income generated by the property and investor rates of return.
Mortgage servicing rights - On a quarterly basis, mortgage servicing rights are evaluated for impairment based upon the fair value of the rights as compared to the carrying amount. If the carrying amount of an individual tranche exceeds fair value, impairment is recorded on that tranche so that the servicing asset is carried at fair value. Fair value is determined at a tranche level based on a model that calculates the present value of estimated future net servicing income. The valuation model utilizes assumptions that market participants would use in estimating future net servicing income and are validated against available market data (Level 2).
Mortgage banking derivative - The fair value of mortgage banking derivatives are evaluated monthly based on derivative valuation models using quoted prices for similar assets adjusted for specific attributes of the commitments and other observable market data at the valuation date (Level 2).
Interest rate swaps – The Company periodically enters into interest rate swap agreements with its commercial customers who desire a fixed rate loan term that is longer than the Company is willing to extend. The Company then enters into a reciprocal swap agreement with a third party that offsets the interest rate risk from the interest rate swap extended to the customer. The interest rate swaps are derivative instruments which are carried at fair value on the statement of financial condition. The Company uses an independent third party that performs a market valuation analysis for both swap positions. (Level 2)
Cash flow and fair value hedge derivatives - The Company periodically enters into cash flow and fair value hedge derivative instruments to hedge the risk of variability in cash flows on the Company’s floating rate loan pool, fixed rate mortgage loan pool and FHLB advances. The Company uses an independent third party to perform a market valuation analysis for these derivatives (Level 2).
The following table summarizes the financial assets measured at fair value on a recurring basis segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
Assets and Liabilities Measured on a Recurring Basis
| December 31, 2023 |
Level 1 Inputs |
Level 2 Inputs |
Level 3 Inputs |
Total Fair Value |
||||||||||||
| (In Thousands) | ||||||||||||||||
| Assets: |
||||||||||||||||
| Available for sale securities: |
||||||||||||||||
| Obligations of U.S. government corporations and agencies |
$ | — | $ | 101,598 | $ | — | $ | 101,598 | ||||||||
| Mortgage-backed securities |
— | 156,508 | — | 156,508 | ||||||||||||
| Collateralized mortgage obligations |
— | 235,767 | — | 235,767 | ||||||||||||
| Asset-backed securities |
— | 136,980 | — | 136,980 | ||||||||||||
| Corporate bonds |
— | 62,420 | — | 62,420 | ||||||||||||
| Obligations of states and political subdivisions |
— | 204,258 | — | 204,258 | ||||||||||||
| US Treasuries |
49,177 | — | — | 49,177 | ||||||||||||
| Equity securities |
5,773 | — | — | 5,773 | ||||||||||||
| Loans held for sale, at fair value |
— | 14,397 | 131,244 | 145,641 | ||||||||||||
| Interest rate swaps |
— | 2,867 | — | 2,867 | ||||||||||||
| Cash flow / Fair value hedge derivatives |
— | 299 | — | 299 | ||||||||||||
| Liabilities: |
||||||||||||||||
| Interest rate swaps |
— | 2,867 | — | 2,867 | ||||||||||||
| Cash flow / Fair value hedge derivatives |
— | 35,392 | — | 35,392 | ||||||||||||
| Mortgage banking derivatives - liability |
— | 4,750 | — | 4,750 | ||||||||||||
| December 31, 2022 |
Level 1 Inputs |
Level 2 Inputs |
Level 3 Inputs |
Total Fair Value |
||||||||||||
| (In Thousands) | ||||||||||||||||
| Assets: |
||||||||||||||||
| Available for sale securities: |
||||||||||||||||
| Obligations of U.S. government corporations and agencies |
$ | — | $ | 95,909 | $ | — | $ | 95,909 | ||||||||
| Mortgage-backed securities |
— | 167,589 | — | 167,589 | ||||||||||||
| Collateralized mortgage obligations |
— | 249,805 | — | 249,805 | ||||||||||||
| Asset-backed securities |
— | 192,504 | — | 192,504 | ||||||||||||
| Corporate bonds |
— | 64,482 | — | 64,482 | ||||||||||||
| Obligations of states and political subdivisions |
— | 221,594 | — | 221,594 | ||||||||||||
| US Treasuries |
48,198 | — | — | 48,198 | ||||||||||||
| Equity securities |
7,832 | — | — | 7,832 | ||||||||||||
| Loans held for sale, at fair value |
— | 23,589 | 91,662 | 115,251 | ||||||||||||
| Interest rate swaps |
— | 4,494 | — | 4,494 | ||||||||||||
| Mortgage banking derivatives - asset |
— | 1,349 | — | 1,349 | ||||||||||||
| Liabilities: |
||||||||||||||||
| Interest rate swaps |
— | 4,494 | — | 4,494 | ||||||||||||
| Cash flow hedge derivatives |
— | 40,032 | — | 40,032 | ||||||||||||
The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the twelve month periods ended December 31, 2023 and 2022.
| Construction loans held for sale | ||||||||
| Years Ended December 31, |
||||||||
| 2023 | 2022 | |||||||
| Balance of recurring Level 3 assets at beginning of period |
$ | 91,662 | $ | 134,167 | ||||
| Total gains (losses) for the period |
||||||||
| Included in change in fair value of loans held for sale |
9,589 | (20,587 | ) | |||||
| Originations |
90,667 | 98,845 | ||||||
| Sales |
(60,674 | ) | (120,763 | ) | ||||
|
|
|
|
|
|||||
| Balance of recurring Level 3 assets at end of period |
$ | 131,244 | $ | 91,662 | ||||
|
|
|
|
|
|||||
For Level 3 assets and liabilities measured at fair value on a recurring basis, the significant unobservable inputs used in the fair value measurements were as follows:
| December 31, 2023 | Fair Value | Valuation Technique | Unobservable Inputs | Range of Inputs |
||||||||||
| (Dollars in Thousands) | ||||||||||||||
| Construction loans held for sale |
$ | 131,244 | Adjusted secondary market pricing |
Adjustments | 0.00 - 0.0984 | % | ||||||||
| December 31, 2022 | Fair Value | Valuation Technique | Unobservable Inputs |
Range of Inputs |
||||||||||||
| (Dollars in Thousands) | ||||||||||||||||
| Construction loans held for sale |
$ | 91,662 | Adjusted secondary market pricing | Adjustments | 0.00 - 1.04 | % | ||||||||||
The Company has elected the fair value option for residential mortgage and permanent construction loans held for sale. These loans are intended for sale and the Company believes that fair value is the best indicator of the resolution of these loans. Interest income is recorded based on the contractual terms of the loan and in accordance with the Company’s policies.
The aggregate fair value of the residential mortgage loans held for sale at December 31, 2023 and 2022 was $14.4 million and $23.6 million, respectively and they had contractual balances of $14.7 million and $25.3 million, respectively. The difference between these two figures is recorded in gains and losses on the sale of loans held for sale. For the twelve months ended December 31, 2023, $1.1 million was recorded in the gain on sale of loans held for sale for the change in fair value. For the twelve months ended December 31, 2022, $2.3 million was recorded in losses on sale of loans held for sale for the change in fair value.
The aggregate fair value of the permanent construction loans held for sale at December 31, 2023 and 2022 was $131.2 million and $91.7 million and they had a contractual balance of $133.1 million and $103.1 million, respectively. The difference between these two figures is recorded in gains and losses on the sale of loans held for sale. For the twelve months ended December 31, 2023, $9.6 million was recorded in the gain on sale of loans held for sale for the change in fair value. For the twelve months ended December 31, 2022, $20.6 million was recorded in losses on the sale of loans held for sale for the change in fair value.
The following table summarizes the financial assets measured at fair value on a non-recurring basis segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
Assets and Liabilities Measured on a Non-Recurring Basis
| December 31, 2023 |
Level 1 Inputs |
Level 2 Inputs |
Level 3 Inputs |
Total Fair Value |
||||||||||||
| (In Thousands) | ||||||||||||||||
| Individually analyzed loans |
||||||||||||||||
| Commercial Real Estate |
$ | — | $ | — | $ | 3,425 | $ | 3,425 | ||||||||
| Commercial |
— | — | 6,164 | 6,164 | ||||||||||||
| Mortgage servicing rights |
— | 2,744 | — | 2,744 | ||||||||||||
| December 31, 2022 |
Level 1 Inputs |
Level 2 Inputs |
Level 3 Inputs |
Total Fair Value |
||||||||||||
| (In Thousands) | ||||||||||||||||
| Individually analyzed loans |
||||||||||||||||
| Commercial Real Estate |
$ | — | $ | — | $ | 3,512 | $ | 3,512 | ||||||||
| Commercial |
— | — | 5,492 | 5,492 | ||||||||||||
| Mortgage servicing rights |
— | 5,126 | — | 5,126 | ||||||||||||
For Level 3 assets and liabilities measured at fair value on a nonrecurring basis as of December 31, 2023, the significant unobservable inputs used in the fair value measurements were as follows:
| Fair Value |
Valuation Technique | Unobservable Inputs | Range of Inputs |
Weighted Average |
||||||||||||
| (Dollars in Thousands) | ||||||||||||||||
| Individually analyzed Loans- Applies to loan classes with an appraisal valuation |
$ | 9,589 | Appraisals which utilize sales comparison, net income and cost approach |
Discounts for collection issues and changes in market conditions |
10-50 | % | 27.60 | % | ||||||||
For Level 3 assets and liabilities measured at fair value on a nonrecurring basis as of December 31, 2022, the significant unobservable inputs used in the fair value measurements were as follows:
| Fair Value |
Valuation Technique | Unobservable Inputs | Range of Inputs |
Weighted Average |
||||||||||||
| (Dollars in Thousands) | ||||||||||||||||
| Individually analyzed Loans- Applies to loan classes with an appraisal valuation |
$ | 5,146 | Appraisals which utilize sales comparison, net income and cost approach |
Discounts for collection issues and changes in market conditions |
10-50 | % | 28.29 | % | ||||||||
Individually analyzed loans, which are evaluated using the fair value of the collateral for collateral dependent loans, had a fair value of $9.6 million that includes a valuation allowance of $4.3 million and a fair value of $9.0 million that includes a valuation allowance of $2.4 million at December 31, 2023 and 2022, respectively. A provision expense of $1.9 million, $1.7 million and $4.1 million for the years ended December 31, 2023, 2022 and 2021, respectively, related to these loans was included in earnings.
Mortgage servicing rights, which are carried at the lower of cost or fair value, had a fair value of $2.7 million with a valuation allowance of $757,000 and a fair value of $5.1 million with a valuation allowance of $688,000 at December 31, 2023 and 2022, respectively. An expense of $69,000, and a recovery of $2.0 million and $5.8 million was included in earnings for the years ended December 31, 2023, 2022 and 2021, respectively.
Real estate held for sale is determined using Level 3 inputs which include appraisals and are adjusted for changes in market conditions. There was no change in fair value of real estate held for sale for the years ended December 31, 2023, 2022 and 2021.
Fair Value of Financial Instruments
Much of the information used to arrive at “fair value” is highly subjective and judgmental in nature and therefore the results may not be precise. Subjective factors include, among other things, estimated cash flows, risk characteristics and interest rates, all of which are subject to change. With the exception of investment securities, the Company’s financial instruments are not readily marketable and market prices do not exist. Since negotiated prices for the instruments, which are not readily marketable, depend greatly on the motivation of the buyer and seller, the amounts that will actually be realized or paid per settlement or maturity of these instruments could be significantly different.
The carrying amount of cash and cash equivalents and accrued interest receivable, as a result of their short-term nature, is considered to be equal to fair value and are classified as Level 1.
It was not practicable to determine the fair value of FHLB stock due to restrictions placed on its transferability.
The Company uses an exit price income approach to determine the fair value of the loan portfolio. The model utilizes a discounted cash flow approach to estimate the fair value of the loans using assumptions for the coupon rates, remaining maturities, prepayment speeds, projected default probabilities, losses given defaults, and estimates of prevailing discount rates. The discounted cash flow approach models the credit losses directly in the projected cash flows. The model applies various assumptions regarding credit, interest, and prepayment risks for the loans based on loan types, payment types and fixed or variable classifications. For all periods presented, the estimated fair value of individually analyzed loans is based on the fair value of the collateral, less estimated cost to sell, or the present value of the loan’s expected future cash flows (discounted at the loan’s effective interest rate). All individually analyzed loans are classified as Level 3 within the valuation hierarchy.
The fair value of noninterest-bearing deposits are considered equal to the amount payable on demand at the reporting date (i.e., carrying value) and are classified as Level 1. The fair value of savings, NOW and certain money market accounts are equal to their carrying amounts and are a Level 1 classification. Fair values of fixed rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.
The fair values of securities sold under repurchase agreements are equal to their carrying amounts resulting in a Level 1 classification. The fair value of subordinated debentures are estimated using a discounted cash flow calculation that applies interest rates currently being offered on subordinated debentures to the schedule of maturities on the subordinated debt tranches resulting in a Level 2 classification.
FHLB advances with maturities greater than 90 days are valued based on discounted cash flow analysis, using interest rates currently being quoted for similar characteristics and maturities resulting in a Level 2 classification.
The carrying values and estimated fair values of financial instruments at December 31, 2023 and 2022 were as follows:
| Fair Value Measurements at December 31, 2023 | ||||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||
| Carrying Value |
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Financial Assets: |
||||||||||||||||||||
| Cash and cash equivalents |
$ | 114,756 | $ | 114,756 | $ | 114,756 | $ | — | $ | — | ||||||||||
| Federal Home Loan Bank Stock |
21,760 | N/A | N/A | N/A | N/A | |||||||||||||||
| Loans receivable, net |
6,662,875 | 6,100,394 | — | — | 6,100,394 | |||||||||||||||
| Accrued interest receivable |
33,446 | 33,446 | 33,446 | — | — | |||||||||||||||
| Financial Liabilities: |
||||||||||||||||||||
| Deposits |
$ | 7,143,046 | $ | 7,099,593 | $ | 5,447,423 | $ | 1,652,170 | $ | — | ||||||||||
| Advances from Federal Home Loan Bank |
280,000 | 279,213 | — | 279,213 | — | |||||||||||||||
| Subordinated debentures |
85,229 | 84,231 | — | — | 84,231 | |||||||||||||||
| Fair Value Measurements at December 31, 2022 | ||||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||
| Carrying Value |
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Financial Assets: |
||||||||||||||||||||
| Cash and cash equivalents |
$ | 128,160 | $ | 128,160 | $ | 128,160 | $ | — | $ | — | ||||||||||
| Federal Home Loan Bank Stock |
29,185 | N/A | N/A | N/A | N/A | |||||||||||||||
| Loans receivable, net |
6,387,804 | 6,129,814 | — | — | 6,129,814 | |||||||||||||||
| Accrued interest receivable |
28,709 | 28,709 | 28,709 | — | — | |||||||||||||||
| Financial Liabilities: |
||||||||||||||||||||
| Deposits |
$ | 6,906,719 | $ | 6,881,110 | $ | 5,852,952 | $ | 1,028,158 | $ | — | ||||||||||
| Advances from Federal Home Loan Bank |
428,000 | 427,999 | — | 427,999 | — | |||||||||||||||
| Subordinated debentures |
85,103 | 76,989 | — | — | 76,989 | |||||||||||||||
| 22. | Derivative Financial Instruments |
Commitments to fund certain mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of mortgage loans to third-party investors are considered derivatives. It is the Company’s practice to enter into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans. These mortgage banking derivatives are not designated in hedge relationships. The Bank had approximately $12.1 million and $35.9 million of interest rate lock commitments at December 31, 2023 and 2022, respectively. There were $385.0 million of forward sales of mortgage-backed securities and $254.0 million of forward sales of mortgage-backed securities at December 31, 2023 and 2022, respectively.
The fair value of these mortgage banking derivatives are reflected by a derivative asset or a derivative liability. The table below provides data about the carrying values of these derivative instruments:
| December 31, 2023 | December 31, 2022 | |||||||||||||||||||||||
| Assets | (Liabilities) | Assets | (Liabilities) | |||||||||||||||||||||
| Carrying Value |
Carrying Value |
Derivative Net Carrying Value |
Carrying Value |
Carrying Value |
Derivative Net Carrying Value |
|||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||
| Derivatives not designated as hedging instruments |
||||||||||||||||||||||||
| Mortgage Banking |
||||||||||||||||||||||||
| Derivatives |
$ | — | $ | (4,750 | ) | $ | 4,750 | $ | 1,349 | $ | — | $ | 1,349 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
The table below provides data about the amount of gains and losses recognized in income on derivative instruments not designated as hedging instruments. The difference in derivative net carrying value at December 31, 2023 and 2022 represents a fair value adjustment that runs through mortgage banking income.
| Years Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| (In Thousands) | ||||||||||||
| Derivatives not designated as hedging instruments |
||||||||||||
| Mortgage Banking Derivatives – Gain (Loss) |
$ | (6,099 | ) | $ | (987 | ) | $ | (1,497 | ) | |||
|
|
|
|
|
|
|
|||||||
Interest Rate Swaps
The Company maintains an interest rate protection program for commercial loan customers. Under this program, the Company provides a customer with a fixed rate loan while creating a variable rate asset for the Company by the customer entering into an interest rate swap with terms that match the loan. The Company offsets its risk exposure by entering into an offsetting interest rate swap with an unaffiliated institution. The Company had interest rate swaps associated with commercial loans with a notional value of $83.7 million and fair value of $2.9 million in other assets and $2.9 million in other liabilities at December 31, 2023. As of December 31, 2022, the Company had interest rate swaps associated with commercial loans with a notional value of $67.3 million and fair value of $4.5 million in other assets and $4.5 million in other liabilities. The difference in fair value of $65,000, $72,000 and $5,000 between the asset and liability represents a credit valuation adjustment that flows through noninterest income as of December 31, 2023, 2022 and 2021, respectively.
Interest Rate Swaps Designated as Cash Flow Hedge
In May 2021, the Company entered into derivative instruments designated as a cash flow hedge. In June 2023, the Company entered into derivative instruments designated as a fair value hedge and another designated as a cash flow hedge. For a derivative instrument that is designated and qualifies as a cash flow hedge, the change in fair value of the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For a derivative instrument that is designated and qualified as a fair value hedge, the change in fair value is recorded to the hedged item and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.
An interest rate swap with notional amount totaling $250.0 million as of December 31, 2023 was designated as a cash flow hedge to hedge the risk of variability in cash flows (future interest receipts) attributable to changes in the contractually specified benchmark interest rate on the Company’s floating rate loan pool. The Company is receiving a fixed rate of 1.437% and paying one month SOFR. The maturity date of this interest rate swap is May 2031. The gross aggregate fair value of the swap of $34.6 million is recorded in other liabilities in the Consolidated Balance Sheets at December 31, 2023, with changes in fair value recorded net of tax in other comprehensive income (loss). As of December 31, 2022, the gross aggregate fair value of the swap of $40.0 million was recorded in other liabilities in the Consolidated Balance Sheets. The Company expects the hedge to remain highly effective during the remaining terms of the swap.
The table presented below represents data from both cash flow hedges:
| Year Ended December 31, 2023 | ||||||||||||
| Amount of Gain (Loss) Recognized in OCI on Derivative |
Fair Value on the Interest Rate Swap |
Amount of Gain (Loss) Reclassified from OCI into Income |
||||||||||
| (In Thousands) | ||||||||||||
| Interest rate swap designated on cash flow hedges |
$ | 5,755 | $ | (34,276 | ) | $ | (5,408 | ) | ||||
|
|
|
|
|
|
|
|||||||
| Year Ended December 31, 2022 | ||||||||||||
| Amount of Gain (Loss) Recognized in OCI on Derivative |
Fair Value on the Interest Rate Swap |
Amount of Gain (Loss) Reclassified from OCI into Income |
||||||||||
| (In Thousands) | ||||||||||||
| Interest rate swap designated on cash flow hedges |
$ | (40,886 | ) | $ | (40,032 | ) | $ | 310 | ||||
|
|
|
|
|
|
|
|||||||
Another interest rate swap with a notional amount totaling $125.0 million as of December 31, 2023 was also designated as a cash flow hedge to hedge the risk of variability in cash flows attributable to changes in the contractually specified benchmark interest rate on the Company’s short-term fixed rate FHLB advances. The gross aggregate fair value of the swap of $0.3 million is recorded in other assets in the unaudited Consolidated Balance Sheets at December 31, 2023, with changes recorded net of tax in other comprehensive income (loss). There was no balance as of December 31, 2022. The Company expects the hedge to remain effective during the remaining term of the swap. A summary of the interest rate swap designated as a cash flow hedge is presented below (dollars in thousands):
| December 31, 2023 | ||||
| Notional amount Cash Flow Hedge |
$ | 125,000 | ||
| Weighted average fixed pay rates |
4.160 | % | ||
| Weighted average variable SOFR receive rates |
5.350 | % | ||
| Weighted average remaining maturity (in years) |
1.4 | |||
| Fair value |
$ | 300 | ||
Interest Rate Swap Designated as Fair Value Hedge
Three $125.0 million interest rate swaps with a notional amount totaling $375.0 million as of December 31, 2023 were designated as fair value hedges to mitigate the risk of further interest rate increases and the subsequent impact on the valuation of the $1.3 billion associated pool of fixed rate mortgages. The gross fair value of the swaps of $0.8 million are recorded in other liabilities in the unaudited Consolidated Balance Sheets at December 31, 2023, with changes in fair value offsetting to the fixed rate mortgage loan pool. There was no balance as of December 31, 2022. The Company expects the hedges to remain effective during the remaining terms of the swaps. A summary of the interest rate swaps designated as fair value hedges are presented below (dollars in thousands):
| December 31, 2023 | ||||
| Notional amount Fair Value Hedge |
$ | 375,000 | ||
| Weighted average fixed pay rates |
4.113 | % | ||
| Weighted average variable SOFR receive rates |
5.350 | % | ||
| Weighted average remaining maturity (in years) |
2.2 | |||
| Fair value |
$ | (817 | ) | |
| 23. | Quarterly Consolidated Results of Operations (Unaudited) |
The following is a summary of the quarterly consolidated results of operations:
| Three Months Ended | ||||||||||||||||
| March 31 | June 30 | September 30 | December 31 | |||||||||||||
| 2023 |
(In Thousands, Except Per Share Amounts) | |||||||||||||||
| Interest income |
$ | 84,156 | $ | 90,159 | $ | 94,897 | $ | 96,298 | ||||||||
| Interest expense |
27,870 | 36,167 | 40,633 | 43,747 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net interest income |
56,286 | 53,992 | 54,264 | 52,551 | ||||||||||||
| Provision for credit losses |
3,944 | 1,410 | 245 | 2,143 | ||||||||||||
| Provision for unfunded commitments |
(238 | ) | (870 | ) | (1,018 | ) | (382 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net interest income after provision for credit losses |
52,580 | 53,452 | 55,037 | 50,790 | ||||||||||||
| Noninterest income |
12,461 | 53,346 | 13,253 | 11,789 | ||||||||||||
| Noninterest expense |
42,791 | 44,495 | 38,052 | 37,893 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
22,250 | 62,303 | 30,238 | 24,686 | ||||||||||||
| Income taxes |
4,103 | 13,912 | 5,551 | 4,616 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
$ | 18,147 | $ | 48,391 | $ | 24,687 | $ | 20,070 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Earnings per common share: |
||||||||||||||||
| Basic |
$ | 0.51 | $ | 1.35 | $ | 0.69 | $ | 0.56 | ||||||||
| Diluted |
$ | 0.51 | $ | 1.35 | $ | 0.69 | $ | 0.56 | ||||||||
| Three Months Ended | ||||||||||||||||
| March 31 | June 30 | September 30 | December 31 | |||||||||||||
| 2022 |
(In Thousands, Except Per Share Amounts) | |||||||||||||||
| Interest income |
$ | 60,825 | $ | 63,058 | $ | 73,104 | $ | 80,725 | ||||||||
| Interest expense |
2,931 | 3,962 | 9,792 | 18,106 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net interest income |
57,894 | 59,096 | 63,312 | 62,619 | ||||||||||||
| Provision for credit losses |
626 | 5,151 | 3,706 | 3,020 | ||||||||||||
| Provision for unfunded commitments |
309 | 1,415 | 306 | (246 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net interest income after provision for credit losses |
56,959 | 52,530 | 59,300 | 59,845 | ||||||||||||
| Noninterest income |
16,863 | 14,365 | 16,704 | 14,228 | ||||||||||||
| Noninterest expense |
41,295 | 39,089 | 41,099 | 43,028 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
32,527 | 27,806 | 34,905 | 31,045 | ||||||||||||
| Income taxes |
6,170 | 5,446 | 6,710 | 5,770 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
$ | 26,357 | $ | 22,360 | $ | 28,195 | $ | 25,275 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Earnings per common share: |
||||||||||||||||
| Basic |
$ | 0.73 | $ | 0.63 | $ | 0.79 | $ | 0.71 | ||||||||
| Diluted |
$ | 0.73 | $ | 0.63 | $ | 0.79 | $ | 0.71 | ||||||||
| 24. | Other Comprehensive Income (Loss) |
The before and after tax amounts allocated to each component of other comprehensive income (loss) are presented in the table below. Reclassification adjustments related to securities available for sale are included in gains on sale or call of securities in the accompanying consolidated condensed statements of income. Reclassification adjustments related to cash flow hedge derivatives are included in interest income on loans in the accompanying consolidated condensed statements of income. Reclassification adjustments related to the defined benefit postretirement medical plan are included in compensation and benefits in the accompanying consolidated condensed statements of income.
| Before Tax Amount |
Tax Effect | Net of Tax Amount |
||||||||||
| (In Thousands) | ||||||||||||
| Year ended December 31, 2023: |
||||||||||||
| Securities available for sale and transferred securities: |
||||||||||||
| Change in net unrealized (loss) during the period |
$ | 19,281 | $ | (4,049 | ) | $ | 15,232 | |||||
| Reclassification adjustment for net losses included in net income |
(37 | ) | 8 | (29 | ) | |||||||
| Cash flow hedge derivatives: |
||||||||||||
| Change in net unrealized gain during the period |
(3,626 | ) | 762 | (2,864 | ) | |||||||
| Reclassification adjustment for net gains included in net income |
9,381 | (1,970 | ) | 7,411 | ||||||||
| Defined benefit postretirement medical plan: |
||||||||||||
| Net gain on defined benefit postretirement medical plan realized during the period |
11 | (2 | ) | 9 | ||||||||
| Reclassification adjustment for net amortization and deferral on defined benefit postretirement medical plan (included in compensation and benefits) |
(23 | ) | 5 | (18 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Total other comprehensive income |
$ | 24,987 | $ | (5,246 | ) | $ | 19,741 | |||||
|
|
|
|
|
|
|
|||||||
| Before Tax Amount |
Tax Effect | Net of Tax Amount |
||||||||||
| (In Thousands) | ||||||||||||
| Year ended December 31, 2022: |
||||||||||||
| Securities available for sale and transferred securities: |
||||||||||||
| Change in net unrealized (loss) during the period |
$ | (174,953 | ) | $ | (36,739 | ) | $ | (138,214 | ) | |||
| Reclassification adjustment for net losses included in net income |
1 | — | 1 | |||||||||
| Cash flow hedge derivatives: |
||||||||||||
| Change in net unrealized gain during the period |
(40,494 | ) | (8,504 | ) | (31,990 | ) | ||||||
| Reclassification adjustment for net gains included in net income |
(392 | ) | (82 | ) | (310 | ) | ||||||
| Defined benefit postretirement medical plan: |
||||||||||||
| Net gain on defined benefit postretirement medical plan realized during the period |
599 | 126 | 473 | |||||||||
| Reclassification adjustment for net amortization and deferral on defined benefit postretirement medical plan (included in compensation and benefits) |
10 | 2 | 8 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total other comprehensive income |
$ | (215,229 | ) | $ | (45,197 | ) | $ | (170,032 | ) | |||
|
|
|
|
|
|
|
|||||||
| Before Tax Amount |
Tax Effect | Net of Tax Amount |
||||||||||
| (In Thousands) | ||||||||||||
| Year ended December 31, 2021: |
||||||||||||
| Securities available for sale and transferred securities: |
||||||||||||
| Change in net unrealized (loss) during the period |
$ | (21,967 | ) | $ | (4,613 | ) | $ | (17,354 | ) | |||
| Reclassification adjustment for net losses included in net income |
(2,218 | ) | (466 | ) | (1,752 | ) | ||||||
| Cash flow hedge derivatives: |
||||||||||||
| Change in net unrealized gain during the period |
3,025 | 635 | 2,390 | |||||||||
| Reclassification adjustment for net gains included in net income |
(2,172 | ) | (456 | ) | (1,716 | ) | ||||||
| Defined benefit postretirement medical plan: |
||||||||||||
| Net gain on defined benefit postretirement medical plan realized during the period |
13 | 3 | 10 | |||||||||
| Reclassification adjustment for net amortization and deferral on defined benefit postretirement medical plan (included in compensation and benefits) |
(13 | ) | (3 | ) | (10 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Total other comprehensive income |
$ | (23,332 | ) | $ | (4,900 | ) | $ | (18,432 | ) | |||
|
|
|
|
|
|
|
|||||||
Activity in accumulated other comprehensive income (loss), net of tax, was as follows:
| Securities Available For Sale |
Cash Flow Hedge Derivative |
Post- retirement Benefit |
Accumulated Other Comprehensive Income |
|||||||||||||
| (In Thousands) | ||||||||||||||||
| Balance January 1, 2023 |
$ | (142,236 | ) | $ | (31,626 | ) | $ | 402 | $ | (173,460 | ) | |||||
| Other comprehensive income before reclassifications |
15,232 | (2,864 | ) | 9 | 12,377 | |||||||||||
| Amounts reclassified from accumulated other comprehensive loss |
(29 | ) | 7,411 | (18 | ) | 7,364 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net other comprehensive income during period |
15,203 | 4,547 | (9 | ) | 19,741 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance December 31, 2023 |
$ | (127,033 | ) | $ | (27,079 | ) | $ | 393 | $ | (153,719 | ) | |||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance January 1, 2022 |
$ | (4,023 | ) | $ | 674 | $ | (79 | ) | $ | (3,428 | ) | |||||
| Other comprehensive income before reclassifications |
(138,214 | ) | (31,990 | ) | 473 | (169,731 | ) | |||||||||
| Amounts reclassified from accumulated other comprehensive loss |
1 | (310 | ) | 8 | (301 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net other comprehensive income during period |
(138,213 | ) | (32,300 | ) | 481 | (170,032 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance December 31, 2022 |
$ | (142,236 | ) | $ | (31,626 | ) | $ | 402 | $ | (173,460 | ) | |||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance January 1, 2021 |
$ | 15,083 | $ | — | $ | (79 | ) | $ | 15,004 | |||||||
| Other comprehensive income before reclassifications |
(17,354 | ) | 2,390 | 10 | (14,954 | ) | ||||||||||
| Amounts reclassified from accumulated other comprehensive loss |
(1,752 | ) | (1,716 | ) | (10 | ) | (3,478 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net other comprehensive income during period |
(19,106 | ) | 674 | — | (18,432 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance December 31, 2021 |
$ | (4,023 | ) | $ | 674 | $ | (79 | ) | $ | (3,428 | ) | |||||
|
|
|
|
|
|
|
|
|
|||||||||
Exhibit 99.2
PREMIER FINANCIAL CORP.
Consolidated Condensed Statements of Financial Condition
(UNAUDITED)
(Amounts in Thousands, except share and per share data)
| June 30, 2024 |
December 31, 2023 |
|||||||
| Assets |
||||||||
| Cash and cash equivalents: |
||||||||
| Cash and amounts due from depository institutions |
$ | 72,053 | $ | 81,973 | ||||
| Interest-bearing deposits |
83,598 | 32,783 | ||||||
|
|
|
|
|
|||||
| 155,651 | 114,756 | |||||||
| Securities available-for-sale, carried at fair value |
1,081,120 | 946,708 | ||||||
| Equity securities, carried at fair value |
5,559 | 5,773 | ||||||
| Loans held for sale, carried at fair value |
138,604 | 145,641 | ||||||
| Loans receivable, net of allowance for credit losses of $77,222 at June 30, 2024 and $76,512 at December 31, 2023, respectively |
6,604,916 | 6,662,875 | ||||||
| Mortgage servicing rights |
18,140 | 18,696 | ||||||
| Accrued interest receivable |
35,334 | 33,446 | ||||||
| Federal Home Loan Bank stock |
32,189 | 21,760 | ||||||
| Bank owned life insurance |
183,409 | 181,544 | ||||||
| Premises and equipment |
55,073 | 56,878 | ||||||
| Real estate and other assets held for sale |
394 | 243 | ||||||
| Goodwill |
295,602 | 295,602 | ||||||
| Core deposit and other intangibles |
10,250 | 12,186 | ||||||
| Other assets |
162,452 | 129,841 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 8,778,693 | $ | 8,625,949 | ||||
|
|
|
|
|
|||||
| Liabilities and stockholders’ equity |
||||||||
| Liabilities: |
||||||||
| Deposits |
$ | 7,178,554 | $ | 7,143,046 | ||||
| Advances from the Federal Home Loan Bank |
393,000 | 280,000 | ||||||
| Subordinated debentures |
85,292 | 85,229 | ||||||
| Advance payments by borrowers |
13,391 | 23,277 | ||||||
| Reserve for credit losses—unfunded commitments |
3,343 | 4,307 | ||||||
| Other liabilities |
125,984 | 114,463 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
7,799,564 | 7,650,322 | ||||||
| Stockholders’ equity: |
||||||||
| Preferred stock, $.01 par value per share: 37,000 shares authorized; no shares issued |
— | — | ||||||
| Preferred stock, $.01 par value per share: 4,963,000 shares authorized; no shares issued |
— | — | ||||||
| Common stock, $.01 par value per share: 50,000,000 shares authorized; 43,297,260 and 43,297,260 shares issued and 35,840,121 and 35,729,593 shares outstanding at June 30, 2024 and December 31, 2023, respectively |
306 | 306 | ||||||
| Additional paid-in capital |
689,743 | 690,585 | ||||||
| Accumulated other comprehensive loss, net of tax of $(43,339) and $(40,862), respectively |
(163,038 | ) | (153,719 | ) | ||||
| Retained earnings |
581,715 | 569,937 | ||||||
| Treasury stock, at cost, 7,457,139 shares at June 30, 2024 and 7,567,667 shares at December 31, 2023 |
(129,597 | ) | (131,482 | ) | ||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
979,129 | 975,627 | ||||||
|
|
|
|
|
|||||
| Total liabilities and stockholders’ equity |
$ | 8,778,693 | $ | 8,625,949 | ||||
|
|
|
|
|
|||||
See accompanying notes.
PREMIER FINANCIAL CORP.
Consolidated Condensed Statements of Income
(UNAUDITED)
(Amounts in Thousands, except per share data)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Interest Income |
||||||||||||||||
| Loans |
$ | 88,560 | $ | 81,616 | $ | 176,156 | $ | 157,674 | ||||||||
| Investment securities: |
||||||||||||||||
| Taxable |
8,082 | 6,407 | 15,109 | 13,014 | ||||||||||||
| Non-taxable |
584 | 590 | 1,159 | 1,243 | ||||||||||||
| Interest-bearing deposits |
638 | 641 | 1,247 | 1,085 | ||||||||||||
| FHLB stock dividends |
606 | 905 | 1,141 | 1,299 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total interest income |
98,470 | 90,159 | 194,812 | 174,315 | ||||||||||||
| Interest Expense |
||||||||||||||||
| Deposits |
43,927 | 26,825 | 86,494 | 48,283 | ||||||||||||
| FHLB advances and other |
4,159 | 8,217 | 7,198 | 13,554 | ||||||||||||
| Subordinated debentures |
1,159 | 1,125 | 2,321 | 2,199 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total interest expense |
49,245 | 36,167 | 96,013 | 64,036 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net interest income |
49,225 | 53,992 | 98,799 | 110,279 | ||||||||||||
| Credit loss expense - loans and leases |
3,173 | 1,410 | 3,733 | 5,354 | ||||||||||||
| Credit loss (benefit) expense - unfunded commitments |
(271 | ) | (870 | ) | (964 | ) | (1,108 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net interest income after credit loss expense (benefit) |
46,323 | 53,452 | 96,030 | 106,033 | ||||||||||||
| Non-interest Income |
||||||||||||||||
| Service fees and other charges |
7,008 | 7,190 | 13,475 | 13,618 | ||||||||||||
| Insurance commissions |
— | 4,131 | — | 8,856 | ||||||||||||
| Mortgage banking income |
2,047 | 2,940 | 4,396 | 2,666 | ||||||||||||
| Gain on sale of non-mortgage loans |
— | 71 | 67 | 71 | ||||||||||||
| Gain on sale insurance agency |
— | 36,296 | — | 36,296 | ||||||||||||
| (Loss) gain on sale of securities available for sale |
— | (7 | ) | — | 27 | |||||||||||
| (Loss) gain on equity securities |
(176 | ) | 71 | (213 | ) | (1,374 | ) | |||||||||
| Wealth management income |
1,842 | 1,537 | 3,556 | 3,022 | ||||||||||||
| Income from Bank Owned Life Insurance |
1,207 | 1,015 | 2,904 | 2,432 | ||||||||||||
| Other non-interest income |
150 | 102 | 389 | 194 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total non-interest income |
12,078 | 53,346 | 24,574 | 65,808 | ||||||||||||
| Non-interest Expense |
||||||||||||||||
| Compensation and benefits |
21,353 | 24,175 | 44,747 | 49,833 | ||||||||||||
| Occupancy |
3,434 | 3,320 | 6,799 | 6,894 | ||||||||||||
| FDIC insurance premium |
1,150 | 1,786 | 2,270 | 3,074 | ||||||||||||
| Financial institutions tax |
980 | 961 | 2,015 | 1,813 | ||||||||||||
| Data processing |
5,067 | 3,640 | 9,737 | 7,503 | ||||||||||||
| Amortization of intangibles |
946 | 1,223 | 1,936 | 2,493 | ||||||||||||
| Transaction costs |
50 | 3,652 | 50 | 3,652 | ||||||||||||
| Other non-interest expense |
5,228 | 5,738 | 10,554 | 12,024 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total non-interest expense |
38,208 | 44,495 | 78,108 | 87,286 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
20,193 | 62,303 | 42,496 | 84,555 | ||||||||||||
| Income tax expense |
4,017 | 13,912 | 8,531 | 18,015 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
$ | 16,176 | $ | 48,391 | $ | 33,965 | $ | 66,540 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Earnings per common share |
||||||||||||||||
| Basic |
$ | 0.45 | $ | 1.35 | $ | 0.95 | $ | 1.86 | ||||||||
| Diluted |
$ | 0.45 | $ | 1.35 | $ | 0.95 | $ | 1.86 | ||||||||
See accompanying notes.
PREMIER FINANCIAL CORP.
Consolidated Condensed Statements of Comprehensive Income (Loss)
(UNAUDITED)
(Amounts in Thousands)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Net income |
$ | 16,176 | $ | 48,391 | $ | 33,965 | $ | 66,540 | ||||||||
| Other comprehensive income (loss): |
||||||||||||||||
| Unrealized gains (losses) on securities available for sale |
(1,134 | ) | (15,290 | ) | (7,830 | ) | 3,109 | |||||||||
| Reclassification adjustment for securities (gains) losses included in net income |
— | 7 | — | (27 | ) | |||||||||||
| Income tax effect |
238 | 3,210 | 1,644 | (647 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net of tax amount |
(896 | ) | (12,073 | ) | (6,186 | ) | 2,435 | |||||||||
| Unrealized gain (loss) on balance sheet swap |
(2,261 | ) | (10,483 | ) | (8,284 | ) | (1,897 | ) | ||||||||
| Reclassification adjustment for cash flow hedge derivatives (gains) losses included in net income |
2,183 | 6,409 | 4,319 | 4,460 | ||||||||||||
| Income tax effect |
17 | 1,135 | 832 | (259 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net of tax amount |
(61 | ) | (2,939 | ) | (3,133 | ) | 2,304 | |||||||||
| Total other comprehensive income (loss) |
(957 | ) | (15,012 | ) | (9,319 | ) | 4,739 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Comprehensive income |
$ | 15,219 | $ | 33,379 | $ | 24,646 | $ | 71,279 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
See accompanying notes.
PREMIER FINANCIAL CORP.
Consolidated Statement of Changes in Stockholders’ Equity
(UNAUDITED)
(Amounts in Thousands, except share and per share data)
| Preferred Stock |
Common Stock Shares |
Common Stock |
Additional Paid-In Capital |
Accumulated Other Comprehensive Loss |
Retained Earnings |
Treasury Stock |
Total Stockholders’ Equity |
|||||||||||||||||||||||||
| Balance at January 1, 2024 |
$ | — | 35,729,593 | $ | 306 | $ | 690,585 | $ | (153,719 | ) | $ | 569,937 | $ | (131,482 | ) | $ | 975,627 | |||||||||||||||
| Net income |
17,789 | 17,789 | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss) |
(8,362 | ) | (8,362 | ) | ||||||||||||||||||||||||||||
| Deferred compensation plan |
(13 | ) | 13 | — | ||||||||||||||||||||||||||||
| Stock based compensation expenses |
694 | 694 | ||||||||||||||||||||||||||||||
| Vesting of incentive plans |
37,978 | (668 | ) | 661 | (7 | ) | ||||||||||||||||||||||||||
| Restricted share issuance |
64,988 | (1,130 | ) | 1,130 | — | |||||||||||||||||||||||||||
| Restricted share forfeitures |
(15,799 | ) | (322 | ) | (322 | ) | ||||||||||||||||||||||||||
| Common stock dividend payment ($0.31 per share) |
(11,078 | ) | (11,078 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance at March 31, 2024 |
$ | — | 35,816,760 | $ | 306 | $ | 689,468 | $ | (162,081 | ) | $ | 576,648 | $ | (130,000 | ) | $ | 974,341 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net income |
16,176 | 16,176 | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss) |
(957 | ) | (957 | ) | ||||||||||||||||||||||||||||
| Deferred compensation plan |
(13 | ) | 13 | — | ||||||||||||||||||||||||||||
| Stock based compensation expenses |
731 | 731 | ||||||||||||||||||||||||||||||
| Vesting of incentive plans |
2,456 | (43 | ) | 43 | — | |||||||||||||||||||||||||||
| Restricted share issuance |
27,025 | (470 | ) | 470 | — | |||||||||||||||||||||||||||
| Restricted share forfeitures |
(6,120 | ) | 70 | (123 | ) | (53 | ) | |||||||||||||||||||||||||
| Common stock dividend payment ($0.31 per share) |
(11,109 | ) | (11,109 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance at June 30, 2024 |
$ | — | 35,840,121 | $ | 306 | $ | 689,743 | $ | (163,038 | ) | $ | 581,715 | $ | (129,597 | ) | $ | 979,129 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Preferred Stock |
Common Stock Shares |
Common Stock |
Additional Paid-In Capital |
Accumulated Other Comprehensive Loss |
Retained Earnings |
Treasury Stock |
Total Stockholders’ Equity |
|||||||||||||||||||||||||
| Balance at January 1, 2023 |
$ | — | 35,591,277 | $ | 306 | $ | 691,453 | $ | (173,460 | ) | $ | 502,909 | $ | (133,487 | ) | $ | 887,721 | |||||||||||||||
| Net income |
18,149 | 18,149 | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss) |
19,751 | 19,751 | ||||||||||||||||||||||||||||||
| Deferred compensation plan |
9,196 | 75 | (75 | ) | — | |||||||||||||||||||||||||||
| Stock based compensation expenses |
753 | 112 | 13 | 125 | ||||||||||||||||||||||||||||
| Vesting of incentive plans |
62,061 | (1,078 | ) | 1,078 | — | |||||||||||||||||||||||||||
| Restricted share issuance |
60,526 | (755 | ) | 1,051 | 296 | |||||||||||||||||||||||||||
| Restricted share forfeitures |
(22,178 | ) | (544 | ) | (544 | ) | ||||||||||||||||||||||||||
| Shares repurchased |
(391 | ) | (11 | ) | (11 | ) | ||||||||||||||||||||||||||
| Common stock dividend payment ($0.31 per share) |
(11,037 | ) | (11,037 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance at March 31, 2023 |
$ | — | 35,701,244 | $ | 306 | $ | 689,807 | $ | (153,709 | ) | $ | 510,021 | $ | (131,975 | ) | $ | 914,450 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net income |
48,391 | 48,391 | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss) |
(15,012 | ) | (15,012 | ) | ||||||||||||||||||||||||||||
| Deferred compensation plan |
(13 | ) | 13 | — | ||||||||||||||||||||||||||||
| Stock based compensation expenses |
1,232 | 282 | 21 | 303 | ||||||||||||||||||||||||||||
| Vesting of incentive plans |
4,173 | (72 | ) | 72 | — | |||||||||||||||||||||||||||
| Restricted share issuance |
26,545 | (461 | ) | 461 | — | |||||||||||||||||||||||||||
| Restricted share forfeitures |
(6,491 | ) | 36 | (121 | ) | (85 | ) | |||||||||||||||||||||||||
| Shares repurchased |
— | — | ||||||||||||||||||||||||||||||
| Common stock dividend payment ($0.31 per share) |
(11,076 | ) | (11,076 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance at June 30, 2023 |
$ | — | 35,726,703 | $ | 306 | $ | 689,579 | $ | (168,721 | ) | $ | 547,336 | $ | (131,529 | ) | $ | 936,971 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
See accompanying notes.
PREMIER FINANCIAL CORP.
Consolidated Condensed Statements of Cash Flows
(UNAUDITED)
(Amounts in Thousands)
| Six Months Ended June 30, |
||||||||
| 2024 | 2023 | |||||||
| Operating Activities |
||||||||
| Net income |
$ | 33,965 | $ | 66,540 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Provision for credit losses |
2,769 | 4,246 | ||||||
| Depreciation |
2,859 | 2,657 | ||||||
| Amortization of premium and discounts on loans, securities, deposits and debt obligations |
2,768 | 2,813 | ||||||
| Amortization of mortgage servicing rights, net of impairment charges/recoveries |
1,941 | 2,472 | ||||||
| Amortization of intangibles |
1,936 | 2,493 | ||||||
| Change in deferred taxes |
922 | (1,645 | ) | |||||
| Proceeds from the sale of loans held for sale |
123,152 | 136,185 | ||||||
| Originations of loans held for sale |
(114,839 | ) | (149,069 | ) | ||||
| Mortgage banking gain, net |
(2,661 | ) | (1,405 | ) | ||||
| Gain on sale of insurance agency, net |
— | (32,644 | ) | |||||
| Loss on sale / write-down of real estate and other assets held for sale |
61 | 34 | ||||||
| Gain on sale of available for sale securities |
— | (27 | ) | |||||
| Loss on equity securities |
213 | 1,374 | ||||||
| Stock based compensation expense |
1,418 | 724 | ||||||
| Restricted stock forfeitures for taxes and option exercises |
(375 | ) | (629 | ) | ||||
| Income from bank owned life insurance |
(2,391 | ) | (2,009 | ) | ||||
| Changes in: |
||||||||
| Accrued interest receivable and other assets |
(32,944 | ) | (7,067 | ) | ||||
| Other liabilities |
7,556 | 11,710 | ||||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
26,350 | 36,753 | ||||||
| Investing Activities |
||||||||
| Proceeds from maturities, calls and pay-downs of available-for-sale securities |
43,467 | 60,657 | ||||||
| Proceeds from sale of available-for-sale securities |
— | 21,377 | ||||||
| Proceeds from sale of premises and equipment, real estate and other assets held for sale |
541 | 580 | ||||||
| Purchases of available-for-sale securities |
(187,958 | ) | (2,346 | ) | ||||
| Net change in Federal Home Loan Bank stock |
(10,429 | ) | (10,702 | ) | ||||
| Cash received in disposition |
— | 47,354 | ||||||
| Purchases of premises and equipment, net |
(1,054 | ) | (3,294 | ) | ||||
| Investment in bank owned life insurance |
526 | 866 | ||||||
| Net decrease (increase) in loans receivable |
52,887 | (242,558 | ) | |||||
|
|
|
|
|
|||||
| Net cash used in investing activities |
(102,020 | ) | (128,066 | ) | ||||
| Financing Activities |
||||||||
| Net increase in deposits and advance payments by borrowers |
25,752 | 80,004 | ||||||
| Net change in Federal Home Loan Bank advances |
113,000 | 27,000 | ||||||
| Net cash paid for repurchase of common stock |
— | (11 | ) | |||||
| Cash dividends paid on common stock |
(22,187 | ) | (22,113 | ) | ||||
|
|
|
|
|
|||||
| Net cash provided by financing activities |
116,565 | 84,880 | ||||||
|
|
|
|
|
|||||
| Increase (decrease) in cash and cash equivalents |
40,895 | (6,433 | ) | |||||
| Cash and cash equivalents at beginning of period |
114,756 | 128,160 | ||||||
|
|
|
|
|
|||||
| Cash and cash equivalents at end of period |
$ | 155,651 | $ | 121,727 | ||||
|
|
|
|
|
|||||
| Supplemental cash flow information: |
||||||||
| Interest paid |
$ | 92,495 | $ | 59,870 | ||||
| Income taxes paid |
7,925 | 7,488 | ||||||
| Initial recognition of right-of-use asset |
5,536 | 25 | ||||||
| Initial recognition of lease liability |
5,536 | 25 | ||||||
See accompanying notes.
PREMIER FINANCIAL CORP.
Notes to Consolidated Condensed Financial Statements (UNAUDITED)
June 30, 2024 and 2023
| 1. | Basis of Presentation |
Premier Financial Corp. (“Premier” or the “Company”) is a financial holding company that conducts business through its wholly-owned subsidiaries, Premier Bank (the “Bank”), and PFC Capital, LLC (“PFC Capital”). All significant intercompany transactions and balances are eliminated in consolidation. Premier’s stock is traded on the NASDAQ Global Select Market under the ticker PFC.
The Bank is primarily engaged in community banking. It attracts deposits from the general public through its offices and website, and uses those and other available sources of funds to originate residential real estate loans, commercial real estate loans, commercial loans, home improvement and home equity loans and consumer loans. In addition, the Bank invests in U.S. Treasury and federal government agency obligations, obligations of states and political subdivisions, mortgage-backed securities (“MBS”) that are issued by federal agencies, collateralized mortgage obligations (“CMOs”), and corporate bonds. The Bank’s deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”). The Bank is a member of the Federal Home Loan Bank (“FHLB”) System.
PFC Capital was formed as an Ohio limited liability company in 2016 for the purpose of providing mezzanine funding for customers. Mezzanine loans are offered by PFC Capital to customers in the Company’s market area and are expected to be repaid from the cash flow from operations of the business.
First Insurance Group of the Midwest, Inc. (“First Insurance”) is a wholly-owned subsidiary of Premier that conducted business as an insurance agency that conducted business throughout Premier’s markets. First Insurance offered property and casualty insurance, life insurance and group health insurance. On June 30, 2023, the Company completed the sale of substantially all of the assets (including $24.7 million of goodwill and intangibles) of First Insurance to Risk Strategies Corporation (“Buyer”). Consideration included a combination of cash and a subordinated note resulting in net cash received of $47.4 million after certain transaction costs at closing, the assumption of certain leases, and contingent consideration subject to certain performance criteria by the Buyer to be determined after the year ended December 31, 2026. The Company recorded a pre-tax gain on sale of $36.3 million, transaction costs of $3.7 million and taxes of $8.5 million for a $24.1 million increase to equity in 2023.
PFC Risk Management Inc. (“PFC Risk Management”) was a wholly-owned insurance company subsidiary of the Company that was formed to insure the Company and its subsidiaries against certain risks unique to the operations of the Company and for which insurance was not available or economically feasible, in the insurance marketplace. Due to pending changes in tax law, PFC Risk Management was dissolved and liquidated in December 2023.
The Company tests goodwill at least annually and, more frequently, if events or changes in circumstances indicate that it may be more likely than not that there is a possible impairment. Due to the ongoing impacts from the closure of large, well-known regional banks in early 2023 that led to a significant decline in bank stock prices, the Company conducted a quantitative interim goodwill impairment assessment at September 30, 2023. The impairment assessment compared the fair value of identified reporting units with their carrying amount (including goodwill). If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to the excess. On July 26, 2024, the Company announced the signing of a definitive merger agreement under which the Company will merge into Wesbanco, Inc. in a stock-for-stock transaction. The transaction’s initial implied valuation was approximately $987 million, which was in excess of the Company’s book value as of June 30, 2024. The Company will continue to monitor its goodwill as there is potential for volatility based on changes in stock prices and book value.
The consolidated condensed statement of financial condition at December 31, 2023, was derived from the audited financial statements at that date, which were included in Premier’s Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”).
The accompanying consolidated condensed financial statements as of June 30, 2024, and for the three and six months ended June 30, 2024 and 2023 have been prepared by the Company without audit and do not include information or footnotes necessary for the complete presentation of financial condition, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”). These consolidated condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the 2023 Form 10-K. However, in the opinion of management, all adjustments, consisting of only normal recurring items, necessary for the fair presentation of the financial statements have been made. The results for the three and six months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the entire year.
| 2. | Significant Accounting Policies |
Accounting Standards Update (“ASU”)
ASU No. 2023-06, Disclosure Improvements - Codification Amendments in Response to the Securities and Exchange Commission’s (“SEC”) Disclosure Update and Simplification Initiative: On October 9, 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-06 “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” which incorporates 14 of the 27 disclosures referred by the SEC in Release No. 33-10532, “Disclosure Update and Simplification,” that was issued Aug. 17, 2018. The changes modify the disclosure or presentation requirements of a variety of topics including statement of cash flows, accounting changes and error corrections, earnings per share, interim reporting, commitments, debt, equity, derivatives and hedging, and secured borrowing and collateral. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment is the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. If the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the codification and not become effective for any entity. This ASU is not expected to have a material effect on the Company’s consolidated financial statements.
ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures: On November 27, 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 820): Improvements to Reportable Segment Disclosure,” which requires public entities to disclose significant expense categories and amounts for each reportable segment, an amount for and description of the composition of “other segment items,” the title and position of the entity’s Chief Operating Decision Maker (the “CODM”) and explanation of how the CODM uses the reported measures of profit or loss to assess segment performance, and—on an interim basis—certain segment-related disclosures that previously were required only on an annual basis. This ASU clarifies that entities with a single reportable segment are subject to both new and existing segment reporting requirements and that an entity is permitted to disclose multiple measures of segment profit or loss, provided that certain criteria are met. The amendments are effective for fiscal years beginning after December
15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Entities must adopt the changes to the segment reporting guidance on a retrospective basis. This ASU is not expected to have a material effect on the Company’s consolidated financial statements.
ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures: On December 14, 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” to address requests for improved income tax disclosures from investors, lenders, creditors and other allocators of capital that use the financial statements to make capital allocation decisions. This ASU is intended to improve the transparency of tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction, in addition to certain other amendments intended to improve the effectiveness of income tax disclosures. For public business entities, this ASU is effective for annual periods beginning after December 15, 2024. For other entities, this ASU is effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU is not expected to have a material effect on the Company’s consolidated financial statements.
SEC Final Rules Not Yet Adopted
The Enhancement and Standardization of Climate-Related Disclosures for Investors: On March 6, 2024, the SEC approved the final rule for these disclosures, requiring registrants to provide information about climate-related risks that materially impact or are reasonably likely to materially impact a registrant’s strategy, results of operations, or financial condition. The rule applies to all SEC reporting companies and may significantly increase reporting costs and complexities, including increased data collection and development of significant internal processes and controls. The final rule includes a phased-in compliance period, effective for the Company for the fiscal year ending December 31, 2025. On March 15, 2024, the U.S. Court of Appeals granted an administrative stay of the climate-related disclosure rules recently adopted by the SEC.
| 3. | Fair Value |
FASB ASC Topic 820, Fair Value Measurement, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.
FASB ASC Topic 820 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on the best information available. In that regard, FASB ASC Topic 820 established a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
| • | Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. |
| • | Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by a correlation or other means. |
| • | Level 3: Unobservable inputs for the asset or liability and that are significant to the fair value of assets and liabilities (i.e., allowing for situations in which there is little or no market activity for the asset or liability at the measurement date). |
A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.
Available-for-sale securities - Securities classified as available for sale are generally reported at fair value utilizing Level 2 inputs where the Company obtains fair value measurements from an independent pricing service that uses matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows and the bonds’ terms and conditions, among other things. Securities in Level 2 include U.S. federal government agencies, MBS, asset-backed securities (“ABS”), corporate bonds and municipal securities. Securities in Level 1 include U.S. treasuries.
Equity securities - These securities are reported at fair value utilizing Level 1 inputs where the Company obtains fair value measurements from a broker.
Loans held for sale, carried at fair value - The Company has elected the fair value option for all loans held for sale originated after January 31, 2020.
The fair value of conventional loans held for sale is determined using the current 15-day forward contract price for either 15 or 30 year conventional mortgages (Level 2). The fair value of permanent construction loans held for sale is determined using the current 5-day forward contract price for 15 or 30 years conventional mortgages which is then adjusted for unobservable market data such as estimated fall out rates and estimated time from origination to completion of construction (Level 3).
Collateral dependent loans - Fair values for individually analyzed collateral dependent loans are generally based on appraisals obtained from licensed real estate appraisers and in certain circumstances consideration of offers obtained to purchase properties prior to foreclosure. Appraisals for commercial real estate generally use three methods to derive value: cost, sales or market comparison and income approach. The cost method bases value on the cost to replace the current property. Value of market comparison approach evaluates the sales price of similar properties in the same market area. The income approach considers net operating income generated by the property and an investor’s required return. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Comparable sales adjustments are based on known sales prices of similar type and similar use properties and duration of time that the property has been on the market to sell. Such adjustments made in the appraisal process are typically significant and result in a Level 3 classification of the inputs for determining fair value.
Real estate held for sale - Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are then reviewed monthly by members of the asset review committee for valuation changes and are accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which may utilize a single valuation approach or a combination of approaches including cost, comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments may be significant and typically result in a Level 3 classification of the inputs for determining fair value.
Appraisals for both individually analyzed collateral-dependent loans and other real estate owned (“OREO”) are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the Company’s asset quality or collections department reviews the assumptions and approaches utilized in the appraisal. Appraisal values are discounted from 0% to 30% to account for other factors that may impact the value of collateral. In determining the value of individually analyzed collateral dependent loans and OREO, significant unobservable inputs may be used, which include but are not limited to physical condition of comparable properties sold, net operating income generated by the property and investor rates of return.
Mortgage servicing rights - On a quarterly basis, mortgage servicing rights are evaluated for impairment based upon the fair value of the rights as compared to the carrying amount. If the carrying amount of an individual tranche exceeds fair value, impairment is recorded on that tranche so that the servicing asset is carried at fair value. Fair value is determined at a tranche level based on a model that calculates the present value of estimated future net servicing income. The valuation model utilizes assumptions that market participants would use in estimating future net servicing income and are validated against available market data (Level 2).
Mortgage banking derivative - The fair value of mortgage banking derivatives is evaluated monthly based on derivative valuation models using quoted prices for similar assets adjusted for specific attributes of the commitments and other observable market data at the valuation date (Level 2).
Interest rate swaps - The Company periodically enters into interest rate swap agreements with its commercial customers who desire a fixed rate loan term that is longer than the Company is willing to extend. The Company then enters into a reciprocal swap agreement with a third party that offsets the interest rate risk from the interest rate swap extended to the customer. The interest rate swaps are derivative instruments which are carried at fair value on the statement of financial condition. The Company uses an independent third party to perform a market valuation analysis for both swap positions (Level 2).
Cash flow and fair value hedge derivatives - The Company periodically enters into cash flow and fair value hedge derivative instruments to hedge the risk of variability in cash flows on the Company’s floating rate loan pool, fixed rate mortgage loan pool and FHLB advances. The Company uses an independent third party to perform a market valuation analysis for these derivatives (Level 2).
The following table summarizes the financial assets measured at fair value on a recurring basis segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
Assets and Liabilities Measured on a Recurring Basis
| June 30, 2024 | Level 1 Inputs |
Level 2 Inputs |
Level 3 Inputs |
Total Fair Value |
||||||||||||
| (In Thousands) | ||||||||||||||||
| Assets: |
||||||||||||||||
| Available for sale securities: |
||||||||||||||||
| Obligations of U.S. federal government corporations and agencies |
$ | — | $ | 120,293 | $ | — | $ | 120,293 | ||||||||
| Mortgage-backed securities |
— | 166,257 | — | 166,257 | ||||||||||||
| Collateralized mortgage obligations |
— | 289,959 | — | 289,959 | ||||||||||||
| Asset-backed securities |
— | 193,564 | — | 193,564 | ||||||||||||
| Corporate bonds |
— | 63,061 | — | 63,061 | ||||||||||||
| Obligations of state and political subdivisions |
— | 199,557 | — | 199,557 | ||||||||||||
| US Treasuries |
48,429 | — | — | 48,429 | ||||||||||||
| Equity securities |
5,559 | — | — | 5,559 | ||||||||||||
| Loans held for sale, at fair value |
— | 20,214 | 118,390 | 138,604 | ||||||||||||
| Interest rate swaps |
— | 2,740 | — | 2,740 | ||||||||||||
| Mortgage banking derivatives - asset |
181 | 181 | ||||||||||||||
| Cash flow/fair value hedge derivatives |
— | 4,072 | — | 4,072 | ||||||||||||
| Liabilities: |
||||||||||||||||
| Interest rate swaps |
— | 2,728 | — | 2,728 | ||||||||||||
| Cash flow/fair value hedge derivatives |
— | 39,134 | — | 39,134 | ||||||||||||
| December 31, 2023 |
Level 1 Inputs |
Level 2 Inputs |
Level 3 Inputs |
Total Fair Value |
||||||||||||
| (In Thousands) | ||||||||||||||||
| Assets: |
||||||||||||||||
| Available for sale securities: |
||||||||||||||||
| Obligations of U.S. government corporations and agencies |
$ | — | $ | 101,598 | $ | — | $ | 101,598 | ||||||||
| Mortgage-backed securities |
— | 156,508 | — | 156,508 | ||||||||||||
| Collateralized mortgage obligations |
— | 235,767 | — | 235,767 | ||||||||||||
| Asset-backed securities |
— | 136,980 | — | 136,980 | ||||||||||||
| Corporate bonds |
— | 62,420 | — | 62,420 | ||||||||||||
| Obligations of states and political subdivisions |
— | 204,258 | — | 204,258 | ||||||||||||
| US Treasuries |
49,177 | — | — | 49,177 | ||||||||||||
| Equity securities |
5,773 | — | — | 5,773 | ||||||||||||
| Loans held for sale, at fair value |
— | 14,397 | 131,244 | 145,641 | ||||||||||||
| Interest rate swaps |
— | 2,867 | — | 2,867 | ||||||||||||
| Cash flow / Fair value hedge derivatives |
— | 299 | — | 299 | ||||||||||||
| Liabilities: |
||||||||||||||||
| Interest rate swaps |
— | 2,867 | — | 2,867 | ||||||||||||
| Cash flow / Fair value hedge derivatives |
— | 35,392 | — | 35,392 | ||||||||||||
| Mortgage banking derivatives - liability |
— | 4,750 | — | 4,750 | ||||||||||||
The following table presents a reconciliation of assets that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2024 and 2023. There were no securities that were measured at Level 3 for the three and six months ended June 30, 2024 and 2023.
| Construction loans held for sale | ||||||||||||||||
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Balance of recurring Level 3 assets at beginning of period |
$ | 124,429 | $ | 97,280 | $ | 131,244 | $ | 91,662 | ||||||||
| Total gains (losses) for the period |
||||||||||||||||
| Included in change in fair value of loans held for sale |
295 | (990 | ) | (33 | ) | 4,981 | ||||||||||
| Originations |
23,841 | 24,321 | 43,471 | 47,502 | ||||||||||||
| Sales |
(30,175 | ) | (9,149 | ) | (56,292 | ) | (32,683 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance of recurring Level 3 assets at end of period |
$ | 118,390 | $ | 111,462 | $ | 118,390 | $ | 111,462 | ||||||||
|
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|
|
|
|
|
|
|
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For Level 3 assets and liabilities measured at fair value on a recurring basis, the significant unobservable inputs used in the fair value measurements were as follows:
| June 30, 2024 | Fair Value |
Valuation Technique |
Unobservable Inputs |
Range of Inputs |
||||||||||
| (Dollars in Thousands) | ||||||||||||||
| Construction loans held for sale |
$ | 118,390 | Adjusted secondary market pricing | Adjustments | 0.00% - 0.288% | |||||||||
| December 31, 2023 | Fair Value | Valuation Technique |
Unobservable Inputs |
Range of Inputs |
||||||||||
| (Dollars in Thousands) | ||||||||||||||
| Construction loans held for sale |
$ | 131,244 | Adjusted secondary market pricing | Adjustments | 0.00% - 0.0984% | |||||||||
The Company has elected the fair value option for new applications accepted after January 31, 2020, and subsequently originated for residential mortgage and permanent construction loans held for sale. These loans are intended for sale and the Company believes that fair value is the best indicator of the resolution of these loans. Interest income is recorded based on the contractual terms of the loan and in accordance with the Company’s policies.
The aggregate fair value of the residential mortgage loans held for sale at June 30, 2024 and December 31, 2023 was $20.2 million and $14.4 million, respectively, and they had a contractual balance of $20.5 million and $14.7 million, respectively, for these same periods. The difference between the fair value and the contractual balance is recorded in gains and losses on the sale of loans held for sale. For the three and six months ended June 30, 2024, $295,000 and ($33,000), respectively, was recorded in gains (losses) on the sale of loans held for sale for the change in fair value. For the three and six months ended June 30, 2023, $21,000 and $389,000, respectively, was recorded in gains (losses) on the sale of loans held for sale for the change in fair value.
The aggregate fair value of the permanent construction loans held for sale at June 30, 2024 and December 31, 2023, was $118.4 million and $131.2 million, respectively, and they had a contractual balance of $121.0 million and $133.1 million, respectively, for these same periods. The difference between the fair value and the contractual balance is recorded in gains and losses on the sale of loans held for sale. For the three and six months ended June 30, 2024, ($2.0) million and ($2.3) million, respectively, was recorded in gains (losses) on the sale of loans held for sale for the change in fair value. For the three and six months ended June 30, 2023, $(990,000) and $5.0 million, respectively, was recorded in gains (losses) on the sale of loans held for sale for the change in fair value.
The following table summarizes the financial assets measured at fair value on a non-recurring basis segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
Assets and Liabilities Measured on a Non-Recurring Basis
| June 30, 2024 | Level 1 Inputs |
Level 2 Inputs |
Level 3 Inputs |
Total Fair Value |
||||||||||||
| (In Thousands) | ||||||||||||||||
| Individually analyzed loans |
||||||||||||||||
| Commercial real estate |
$ | — | $ | — | $ | 1,026 | $ | 1,026 | ||||||||
| Commercial |
— | — | 25,464 | 25,464 | ||||||||||||
| Mortgage servicing rights |
— | 2,563 | — | 2,563 | ||||||||||||
| December 31, 2023 | Level 1 Inputs |
Level 2 Inputs |
Level 3 Inputs |
Total Fair Value |
||||||||||||
| (In Thousands) | ||||||||||||||||
| Individually analyzed loans |
||||||||||||||||
| Commercial real estate |
$ | — | $ | — | $ | 3,425 | $ | 3,425 | ||||||||
| Commercial |
— | — | 6,164 | 6,164 | ||||||||||||
| Mortgage servicing rights |
— | 2,744 | — | 2,744 | ||||||||||||
For Level 3 assets and liabilities measured at fair value on a non-recurring basis as of June 30, 2024, the significant unobservable inputs used in the fair value measurements were as follows:
| Fair Value |
Valuation Technique |
Unobservable Inputs |
Range of Inputs |
Weighted Average |
||||||||||||
| (Dollars in Thousands) | ||||||||||||||||
| Individually analyzed Loans- Applies to loan classes with an appraisal valuation |
$ | 26,490 | Appraisals which utilize sales comparison, net income and cost approach | Discounts for collection issues and changes in market conditions | 10-50% | 44.97 | % | |||||||||
For Level 3 assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2023, the significant unobservable inputs used in the fair value measurements were as follows:
| Fair Value |
Valuation Technique |
Unobservable Inputs |
Range of Inputs |
Weighted Average |
||||||||||||
| (Dollars in Thousands) | ||||||||||||||||
| Individually analyzed Loans- Applies to loan classes with an appraisal valuation |
$ | 9,589 | Appraisals which utilize sales comparison, net income and cost approach | Discounts for collection issues and changes in market conditions | 10-50% | 27.60 | % | |||||||||
Fair value of financial instruments
Much of the information used to arrive at “fair value” is highly subjective and judgmental in nature and therefore the results may not be precise. Subjective factors include, among other things, estimated cash flows, risk characteristics and interest rates, all of which are subject to change. With the exception of investment securities, the Company’s financial instruments are not readily marketable and market prices do not exist. Since negotiated prices for the instruments, which are not readily marketable, depend greatly on the motivation of the buyer and seller, the amounts that will actually be realized or paid per settlement or maturity of these instruments could be significantly different.
The carrying amount of cash and cash equivalents, as a result of their short-term nature, is considered to be equal to fair value and are classified as Level 1.
It was not practicable to determine the fair value of FHLB stock due to restrictions placed on its transferability.
The Company’s loans were valued on an individual basis, with consideration given to the loans’ underlying characteristics, including account types, remaining terms (in months), annual interest rates or coupons, interest types, past delinquencies, timing of principal and interest payments, current market rates, loss exposures, and remaining balances. The model utilizes a discounted cash flow (“DCF”) approach to estimate the fair value of the loans using assumptions for the coupon rates, remaining maturities, prepayment speeds, projected default probabilities, losses given defaults, and estimates of prevailing discount rates. The DCF approach models the credit losses directly in the projected cash flows. The model applies various assumptions regarding credit, interest, and prepayment risks for the loans based on loan types, payment types and fixed or variable classifications. The estimated fair value of individually analyzed loans is based on the fair value of the collateral, less estimated cost to sell, or the present value of the loan’s expected future cash flows (discounted at the loan’s effective interest rate). All individually analyzed loans are classified as Level 3 within the valuation hierarchy.
The fair value of non-interest bearing deposits are considered equal to the amount payable on demand at the reporting date (i.e. carrying value) and are classified as Level 1. The fair value of savings, checking and certain money market accounts are equal to their carrying amounts and are a Level 1 classification. Fair values of fixed rate certificates of deposit are estimated using a DCF calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.
The carrying value of notes payable, as a result of their short-term nature, is considered to be equal to fair value and are classified as Level 1.
The carrying value of floating rate subordinated debentures was considered to be the carrying value as the debt is floating rate and can be prepaid at any time without penalty. The carrying value of fixed rate subordinated debt is estimated using a DCF calculation that applies interest rates currently being offered in the market to the expected maturity of the debt resulting in a Level 2 classification.
FHLB advances with maturities greater than 90 days are valued based on a DCF analysis, using interest rates currently being quoted for similar characteristics and maturities resulting in a Level 2 classification. The cost or value of any call or put options is based on the estimated cost to settle the option at June 30, 2024.
Subordinated Debt is valued utilizing the coupon rate, discount rate, weighted average life and duration. This debt is classified as Level 3.
The carrying amount of advance payments by borrowers, as a result of their short-term nature, is considered to be equal to fair value and are classified as Level 1.
The carrying value and estimated fair values of financial instruments at June 30, 2024 and December 31, 2023, were as follows:
| Fair Value Measurements at June 30, 2024 (In Thousands) | ||||||||||||||||||||
| Carrying Value |
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Financial Assets: |
||||||||||||||||||||
| Cash and cash equivalents |
$ | 155,651 | $ | 155,651 | $ | 155,651 | $ | — | $ | — | ||||||||||
| Federal Home Loan Bank Stock |
32,189 | N/A | N/A | N/A | N/A | |||||||||||||||
| Loans receivable, net |
6,604,916 | 6,172,756 | — | — | 6,172,756 | |||||||||||||||
| Accrued interest receivable |
35,334 | 35,334 | 35,334 | — | — | |||||||||||||||
| Financial Liabilities: |
||||||||||||||||||||
| Deposits |
$ | 7,178,554 | $ | 7,166,496 | $ | 5,396,806 | $ | 1,769,690 | $ | — | ||||||||||
| Advances from Federal Home Loan Bank |
393,000 | 391,408 | — | 391,408 | — | |||||||||||||||
| Subordinated debentures |
85,292 | 82,598 | — | — | 82,598 | |||||||||||||||
| Advance payments by borrowers |
13,391 | 13,391 | 13,391 | — | — | |||||||||||||||
| Fair Value Measurements at December 31, 2023 (In Thousands) |
||||||||||||||||||||
| Carrying Value |
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Financial Assets: |
||||||||||||||||||||
| Cash and cash equivalents |
$ | 114,756 | $ | 114,756 | $ | 114,756 | $ | — | $ | — | ||||||||||
| Federal Home Loan Bank Stock |
21,760 | N/A | N/A | N/A | N/A | |||||||||||||||
| Loans receivable, net |
6,662,875 | 6,100,394 | — | — | 6,100,394 | |||||||||||||||
| Accrued interest receivable |
33,446 | 33,446 | 33,446 | — | — | |||||||||||||||
| Financial Liabilities: |
||||||||||||||||||||
| Deposits |
$ | 7,143,046 | $ | 7,099,593 | $ | 5,447,423 | $ | 1,652,170 | $ | — | ||||||||||
| Advances from Federal Home Loan Bank |
280,000 | 279,213 | — | 279,213 | — | |||||||||||||||
| Subordinated debentures |
85,229 | 84,231 | — | — | 84,231 | |||||||||||||||
| 4. | Stock Compensation Plans |
Premier has established equity-based compensation plans for its directors and employees. On February 27, 2018, the Board adopted, and the shareholders approved at the 2018 Annual Shareholders Meeting, the Premier Financial Corp. 2018 Equity Incentive Plan (the “2018 Equity Plan”). The 2018 Equity Plan replaced all existing plans, although the Company’s former equity plans remain in existence to the extent there were outstanding grants thereunder at the time the 2018 Equity Plan was approved. In addition, as a result of the Company’s merger (the “UCFC Merger”) with United Community Federal Corp. (“UCFC”), Premier assumed certain outstanding stock options granted under UCFC’s Amended and Restated 2007 Long-Term Incentive Plan (the “UCFC 2007 Plan”) and UCFC’s 2015 Long Term Incentive Plan, which has since been renamed as the “Premier Financial Corp. 2015 Long Term Incentive Plan” (the “2015 Plan”). Premier also assumed the shares available for future issuance under the 2015 Plan as of the effective date of the UCFC Merger, with appropriate adjustments to the number of shares available to reflect the UCFC Merger. The stock options assumed from UCFC in the UCFC Merger remain subject to the terms of the 2015 Plan, but became exercisable solely to purchase shares of Premier, with appropriate adjustments to the number of shares subject to the assumed stock options and the exercise price of such stock options. Besides certain options previously issued under the First Defiance Financial Corp. 2010 Equity Incentive Plan, all awards currently outstanding are issued under the 2018 Equity Plan or the 2015 Plan. The 2018 Equity Plan and the 2015 Plan were each amended and restated in February 2022 to align certain administrative components of the plans in addition to enhancing certain governance components. New awards will be made under either the 2018 Equity Plan or the 2015 Plan as the Company determines. The 2018 Equity Plan allows for issuance of up to 900,000 common shares through the award of options, restricted stock, stock, stock appreciation rights, or other stock-based awards. The 2015 Plan allows for the issuance of up to 1.2 million common shares, as adjusted for the UCFC Merger, through the award of options, stock, restricted stock, stock units, stock appreciation rights, or performance stock awards.
Beginning in 2023, directors were able to elect to receive stock in lieu of cash for their director fees. In the first six months of 2024, the Company did not issue any shares or recognize any expense for shares. In the first six months of 2023, the Company recognized $39,000 in expense for 1,985 shares that were issued to directors in lieu of cash fees.
The Company maintains Long-Term Equity Incentive Plans (each, an “LTIP”) for select members of management (the “Executive LTIP”) and a Key Employee and Commercial Lender Plan (the “Key Plan”). Under the Executive LTIP, participants may earn between 20% to 50% of their salary for potential payout in the form of (1) equity awards based on the achievement of certain corporate performance targets over a three-year period and (2) beginning in 2023, restricted stock awards (“RSAs”). The Company granted 82,737 performance stock units (“PSUs”) to the participants under the Executive LTIP during the first six months of 2024, which represents the maximum target award. The value of PSU awards issued in 2022, 2023 and 2024 under the Executive LTIP will be determined individually at the end of each respective 36 month performance period ending December 31. The benefits earned under these PSUs will be paid out in equity in the first quarter following the end of the performance period. The participants will receive all or a portion of the award if their employment is terminated by the Company without cause,
by the participant in certain situations, or by death, disability or retirement of the participant. The RSAs issued under the Executive LTIP vest incrementally over three years, being fully vested upon the third anniversary of the grant date. The Company granted 28,702 RSAs under the Executive LTIP in the first half of 2024.
The maximum amount of compensation expense that may be earned for the PSUs at June 30, 2024 is approximately $5.7 million in the aggregate. However, the estimated expense that is expected to be earned as of June 30, 2024 is $3.8 million, of which $2.6 million was unrecognized at June 30, 2024, and will be recognized over the remaining performance periods. Expense of $252,000 and $428,000 was recorded during the three and six months ended June 30, 2024, respectively, compared to a reduction in expense of $201,000 and $539,000 for the three and six months ended June 30, 2023, respectively.
Beginning in 2022, under the Key Plan, the participants were granted RSAs based upon the achievement of certain targets in the prior year. Prior to 2022, restricted stock units (“RSUs”) were issued to participants under the same plan. The participants can earn from 5% to 10% of their salary in RSAs or RSUs that vest three years from the date of grant. The Company granted 31,139 RSAs and 25,044 RSAs in the first half of 2024 and 2023, respectively, as a payout under the Key Plan.
In the six months ended June 30, 2024, the Company also granted 7,404 in discretionary RSAs and 24,768 RSAs to directors that vest over a one to three-year time period. Compensation expense is recognized over the performance or vesting period. Total expense of $480,000 and $998,000 was recorded during the three and six months ended June 30, 2024, respectively, compared to expense of $482,000 and $928,000 for the three and six months ended June 30, 2023, respectively. Approximately $1.3 million and $1.9 million is included within other liabilities at June 30, 2024 and December 31, 2023, respectively, related to the cash portion of the Company’s Short-Term Incentive Plans.
The following table sets forth Premier’s performance and restricted stock activity during the six months ended June 30, 2024:
| PSUs | RSUs | RSAs | ||||||||||||||||||||||
| Unvested Shares |
Shares | Weighted- Average Grant Date Fair Value |
Shares | Weighted- Average Grant Date Fair Value |
Shares | Weighted- Average Grant Date Fair Value |
||||||||||||||||||
| Unvested at January 1, 2024 |
217,562 | $ | 28.75 | 18,625 | $ | 29.52 | 153,779 | $ | 25.49 | |||||||||||||||
| Granted |
82,737 | 19.43 | — | — | 92,013 | 19.79 | ||||||||||||||||||
| Vested |
(21,809 | ) | 30.35 | (18,625 | ) | 29.52 | (36,554 | ) | 22.35 | |||||||||||||||
| Forfeited |
(52,221 | ) | 30.34 | — | — | (3,502 | ) | 24.21 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Unvested at June 30, 2024 |
226,269 | $ | 24.82 | — | $ | — | 205,736 | $ | 23.52 | |||||||||||||||
|
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As of June 30, 2024, 28,175 options to acquire Premier shares were outstanding at option prices based on the market value of the underlying shares on the date the options were granted. All options expire ten years from the date of grant. Vested options of retirees expire on the earlier of the scheduled expiration date or one year after the retirement date.
The fair value of each option award is estimated on the date of grant using the Black-Scholes model. Expected volatilities are based on historical volatilities of the Company’s common shares. The Company uses historical data to estimate option exercise and post-vesting termination behavior. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.
There were no options granted during the six months ended June 30, 2024 and 2023.
Following is stock option activity under the plans during the six months ended June 30, 2024:
| Options Outstanding |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term (in years) |
Aggregate Intrinsic Value (in 000’s) |
|||||||||||||
| Options outstanding, January 1, 2024 |
28,175 | $ | 23.18 | |||||||||||||
| Forfeited or cancelled |
— | — | ||||||||||||||
| Exercised |
— | — | ||||||||||||||
| Granted |
— | — | ||||||||||||||
|
|
|
|
|
|||||||||||||
| Options outstanding, June 30, 2024 |
28,175 | $ | 23.18 | 2.76 | $ | 26,204 | ||||||||||
|
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|
|
|
|
|
|
|
|||||||||
| Exercisable at June 30, 2024 |
28,175 | $ | 23.18 | 2.76 | $ | 26,204 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
As of June 30, 2024, there was a de minimus amount of total unrecognized compensation costs related to unvested stock options granted under the Company’s equity plans. The cost is expected to be recognized over a weighted-average period of one month.
| 5. | Dividends on Common Stock |
Premier declared and paid a $0.62 per common stock dividend in the first six months of 2024 and the first six months of 2023. Premier declared and paid a $0.31 per common stock dividend in the second quarter of 2024 and the second quarter of 2023.
| 6. | Earnings Per Common Share |
Basic earnings per share are calculated using the two-class method. The two-class method is an earnings allocation formula under which earnings per share is calculated from common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all earnings distributed and undistributed, are allocated to participating securities and common shares based on their respective rights to receive dividends. Unvested share-based payment awards that contain non-forfeitable rights to dividends are considered participating securities (i.e., unvested restricted stock), not subject to performance based measures.
The following table sets forth the computation of basic and diluted earnings per common share:
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (In Thousands, except per share data) | ||||||||||||||||
| Basic Earnings Per Share: |
||||||||||||||||
| Net income available to common shareholders |
$ | 16,176 | $ | 48,391 | $ | 33,965 | $ | 66,540 | ||||||||
| Less: income allocated to participating securities |
73 | 19 | 142 | 104 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income allocated to common shareholders |
16,103 | 48,372 | 33,823 | 66,436 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Weighted average common shares outstanding including participating securities |
35,832 | 35,722 | 35,802 | 35,686 | ||||||||||||
| Less: Participating securities |
117 | (28 | ) | 106 | 15 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Average common shares |
35,715 | 35,750 | 35,696 | 35,671 | ||||||||||||
| Basic earnings per common share |
$ | 0.45 | $ | 1.35 | $ | 0.95 | $ | 1.86 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted Earnings Per Share: |
||||||||||||||||
| Net income allocated to common shareholders |
$ | 16,103 | $ | 48,372 | $ | 33,823 | $ | 66,436 | ||||||||
| Weighted average common shares outstanding for basic earnings per common share |
35,715 | 35,750 | 35,696 | 35,671 | ||||||||||||
| Add: Dilutive effects of stock options and restricted stock units |
78 | 50 | 93 | 79 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Average shares and dilutive potential common shares |
35,793 | 35,800 | 35,789 | 35,750 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted earnings per common share |
$ | 0.45 | $ | 1.35 | $ | 0.95 | $ | 1.86 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
There were no shares for the three and six months ended June 30, 2024 that were excluded from the diluted earnings per common share calculation as anti-dilutive. There were 932 and 750 shares for the three and six months ended June 30, 2023, respectively, that were excluded from the dilutive earnings per common share calculation as they were anti-dilutive.
| 7. | Investment Securities |
The following is a summary of available-for-sale securities:
| Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Loss |
Fair Value | |||||||||||||
| (In Thousands) | ||||||||||||||||
| At June 30, 2024 |
||||||||||||||||
| Available-for-Sale Securities: |
||||||||||||||||
| Obligations of U.S. government corporations and agencies |
$ | 140,008 | $ | 7 | $ | (19,722 | ) | $ | 120,293 | |||||||
| Mortgage-backed securities |
197,714 | 23 | (31,480 | ) | 166,257 | |||||||||||
| Collateralized mortgage obligations |
342,168 | 105 | (52,314 | ) | 289,959 | |||||||||||
| Asset-backed securities |
197,464 | 419 | (4,319 | ) | 193,564 | |||||||||||
| Corporate bonds |
70,931 | — | (7,870 | ) | 63,061 | |||||||||||
| Obligations of state and political subdivisions |
245,863 | 1 | (46,307 | ) | 199,557 | |||||||||||
| US Treasuries |
55,605 | — | (7,176 | ) | 48,429 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total Available-for-Sale |
$ | 1,249,753 | $ | 555 | $ | (169,188 | ) | $ | 1,081,120 | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Loss |
Fair Value | |||||||||||||
| (In Thousands) | ||||||||||||||||
| At December 31, 2023 |
||||||||||||||||
| Available-for-sale |
||||||||||||||||
| Obligations of U.S. government corporations and agencies |
$ | 120,398 | $ | — | $ | (18,800 | ) | $ | 101,598 | |||||||
| Mortgage-backed securities |
185,675 | — | (29,167 | ) | 156,508 | |||||||||||
| Collateralized mortgage obligations |
285,194 | 9 | (49,436 | ) | 235,767 | |||||||||||
| Asset-backed securities |
142,215 | 270 | (5,505 | ) | 136,980 | |||||||||||
| Corporate bonds |
71,092 | — | (8,672 | ) | 62,420 | |||||||||||
| Obligations of state and political subdivisions |
247,204 | 15 | (42,961 | ) | 204,258 | |||||||||||
| US Treasuries |
55,732 | — | (6,555 | ) | 49,177 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total Available-for-Sale |
$ | 1,107,510 | $ | 294 | $ | (161,096 | ) | $ | 946,708 | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
The amortized cost and fair value of the investment securities portfolio at June 30, 2024, are shown below by contractual maturity. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. For purposes of the maturity table, MBS, CMOs and ABS, which are not due at a single maturity date, have not been allocated over the maturity groupings. These securities may mature earlier than their weighted-average contractual maturities because of principal prepayments.
| Available-for-Sale | ||||||||
| Amortized Cost |
Fair Value | |||||||
| (In Thousands) | ||||||||
| Due in one year or less |
$ | 3,475 | $ | 3,375 | ||||
| Due after one year through five years |
89,627 | 82,883 | ||||||
| Due after five years through ten years |
217,901 | 187,060 | ||||||
| Due after ten years |
201,404 | 158,022 | ||||||
| MBS/CMO/ABS |
737,346 | 649,780 | ||||||
|
|
|
|
|
|||||
| $ | 1,249,753 | $ | 1,081,120 | |||||
|
|
|
|
|
|||||
Investment securities with a market value of $608.9 million and $638.2 million at June 30, 2024 and December 31, 2023, respectively, were pledged as collateral.
The following tables summarize Premier’s securities that were in an unrealized loss position at June 30, 2024 and December 31, 2023:
| Duration of Unrealized Loss Position | ||||||||||||||||||||||||
| Less than 12 Months | 12 Months or Longer | Total | ||||||||||||||||||||||
| Fair Value |
Gross Unrealized Loss |
Fair Value | Gross Unrealized Loss |
Fair Value | Unrealized Loss |
|||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||
| At June 30, 2024 |
||||||||||||||||||||||||
| Available-for-sale securities: |
||||||||||||||||||||||||
| Obligations of U.S. government corporations and agencies |
$ | 19,949 | $ | (39 | ) | $ | 96,344 | $ | (19,683 | ) | $ | 116,293 | $ | (19,722 | ) | |||||||||
| Mortgage-backed securities |
16,712 | (92 | ) | 147,204 | (31,388 | ) | 163,916 | (31,480 | ) | |||||||||||||||
| Collateralized mortgage obligations |
23,322 | (117 | ) | 217,667 | (52,197 | ) | 240,989 | (52,314 | ) | |||||||||||||||
| Asset-backed securities |
29,281 | (54 | ) | 81,490 | (4,265 | ) | 110,771 | (4,319 | ) | |||||||||||||||
| Corporate bonds |
— | — | 63,061 | (7,870 | ) | 63,061 | (7,870 | ) | ||||||||||||||||
| Obligations of state and political subdivisions |
3,827 | (136 | ) | 194,575 | (46,171 | ) | 198,402 | (46,307 | ) | |||||||||||||||
| US Treasuries |
— | — | 48,429 | (7,176 | ) | 48,429 | (7,176 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total available-for-sale |
$ | 93,091 | $ | (438 | ) | $ | 848,770 | $ | (168,750 | ) | $ | 941,861 | $ | (169,188 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Duration of Unrealized Loss Position | ||||||||||||||||||||||||
| Less than 12 Months | 12 Months or Longer | Total | ||||||||||||||||||||||
| Fair Value |
Gross Unrealized Loss |
Fair Value | Gross Unrealized Loss |
Fair Value | Unrealized Loss |
|||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||
| At December 31, 2023 |
||||||||||||||||||||||||
| Available-for-sale securities: |
||||||||||||||||||||||||
| Obligations of U.S. government corporations and agencies |
$ | 3,986 | $ | (9 | ) | $ | 97,612 | $ | (18,791 | ) | $ | 101,598 | $ | (18,800 | ) | |||||||||
| Mortgage-backed securities-residential |
— | — | 156,508 | (29,167 | ) | 156,508 | (29,167 | ) | ||||||||||||||||
| Collateralized mortgage obligations |
— | — | 229,659 | (49,436 | ) | 229,659 | (49,436 | ) | ||||||||||||||||
| Asset-backed securities |
— | — | 113,444 | (5,505 | ) | 113,444 | (5,505 | ) | ||||||||||||||||
| Corporate bonds |
— | — | 62,420 | (8,672 | ) | 62,420 | (8,672 | ) | ||||||||||||||||
| Obligations of state and political subdivisions |
10,595 | (111 | ) | 188,896 | (42,850 | ) | 199,491 | (42,961 | ) | |||||||||||||||
| US Treasuries |
— | — | 49,177 | (6,555 | ) | 49,177 | (6,555 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total available-for-sale |
$ | 14,581 | $ | (120 | ) | $ | 897,716 | $ | (160,976 | ) | $ | 912,297 | $ | (161,096 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
The Company had no realized gains or losses from the sale of available-for-sale securities in the three and six months ended June 30, 2024. For the three and six months ended June 30, 2023, the Company had $7,000 in realized losses and $27,000 in realized gains, respectively, from the sale of investment securities. It is expected that the securities would not be settled at less than the amortized cost of the Company’s investment because the decline in fair value is attributable to changes in interest rates and relative spreads and not credit quality. Management does not intend to sell these investments and it is not expected that the Company will be required to sell the investments before recovery of its amortized cost basis.
Quarterly, the Company evaluates if any security has a fair value less than its amortized cost. Once these securities are identified, in order to determine whether a decline in fair value resulted from a credit loss or other factors, the Company performs further analysis as outlined below:
| • | Review the extent to which the fair value is less than the amortized cost and observe the security’s lowest credit rating as reported by third-party credit ratings companies. |
| • | Any security that has a loss rate greater than 3%, credit rating below investment grade or not rated by a third-party credit ratings company would be subjected to additional analysis that may include, but is not limited to: changes in market interest rates, changes in securities credit ratings, security type, service area economic factors, financial performance of the issuer/or obligor of the underlying issue and third-party guarantee. |
| • | If the Company determines that a credit loss exists, the credit portion of the allowance will be measured using a DCF analysis using the effective interest rate as of the security’s purchase date. The amount of credit loss the Company records will be limited to the amount by which the amortized cost exceeds the fair value. As of June 30, 2024, management determined that no credit loss exists and that the unrealized losses are due to the increased interest rate environment. |
At June 30, 2024 and December 31, 2023, the Company held preferred and common stock of various bank holding companies totaling $5.6 million and $5.8 million, respectively. During the three and six months ended June 30, 2024, a realized loss of $176,000 and $213,000 was recorded within gain (loss) on equity securities on the Consolidated Condensed Statements of Income. During the three and six months ended June 30, 2023, a realized gain of $71,000 and a realized loss of $1.4 million, respectively, was recorded within gain (loss) on equity securities on the Consolidated Condensed Statements of Income.
| 8. | Loans |
Loan segments have been identified by evaluating the portfolio based on collateral and credit risk characteristics. Loans receivable consist of the following:
| June 30, 2024 |
December 31, 2023 |
|||||||
| (In Thousands) | ||||||||
| Real Estate: |
||||||||
| Residential |
$ | 1,805,984 | $ | 1,810,265 | ||||
| Commercial |
2,844,792 | 2,839,905 | ||||||
| Construction |
698,886 | 838,823 | ||||||
|
|
|
|
|
|||||
| 5,349,662 | 5,488,993 | |||||||
| Other Loans: |
||||||||
| Commercial |
1,038,087 | 1,056,803 | ||||||
| Home equity and improvement |
268,699 | 267,960 | ||||||
| Consumer finance |
187,936 | 193,830 | ||||||
|
|
|
|
|
|||||
| 1,494,722 | 1,518,593 | |||||||
|
|
|
|
|
|||||
| Loans before deferred loan origination fees and costs |
6,844,384 | 7,007,586 | ||||||
| Deduct: |
||||||||
| Undisbursed construction loan funds |
(175,585 | ) | (281,466 | ) | ||||
| Net deferred loan origination fees and costs |
13,339 | 13,267 | ||||||
| Allowance for credit losses |
(77,222 | ) | (76,512 | ) | ||||
|
|
|
|
|
|||||
| Total loans |
$ | 6,604,916 | $ | 6,662,875 | ||||
|
|
|
|
|
|||||
The following table presents the amortized cost basis of collateral-dependent loans by class of loans and collateral type as of June 30, 2024 and December 31, 2023 (in thousands):
| June 30, 2024 | ||||||||||||||||||||
| Real Estate |
Equipment and Machinery |
Inventory and Receivables |
Vehicles | Total | ||||||||||||||||
| Real Estate: |
||||||||||||||||||||
| Residential |
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
| Commercial |
3,258 | — | — | — | 3,258 | |||||||||||||||
| Construction |
— | — | — | — | — | |||||||||||||||
| Other Loans: |
||||||||||||||||||||
| Commercial |
885 | 30,283 | 10,314 | 65 | 41,547 | |||||||||||||||
| Home equity and improvement |
— | — | — | — | — | |||||||||||||||
| Consumer finance |
— | — | — | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
$ | 4,143 | $ | 30,283 | $ | 10,314 | $ | 65 | $ | 44,805 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| December 31, 2023 | ||||||||||||||||||||
| Real Estate |
Equipment and Machinery |
Inventory and Receivables |
Vehicles | Total | ||||||||||||||||
| Real Estate: |
||||||||||||||||||||
| Residential |
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
| Commercial |
6,407 | — | — | — | 6,407 | |||||||||||||||
| Construction |
— | — | — | — | — | |||||||||||||||
| Other Loans: |
||||||||||||||||||||
| Commercial |
1,297 | 8,781 | 2,309 | 705 | 13,092 | |||||||||||||||
| Home equity and improvement |
— | — | — | — | — | |||||||||||||||
| Consumer finance |
— | — | — | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
$ | 7,704 | $ | 8,781 | $ | 2,309 | $ | 705 | $ | 19,499 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Non-performing loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually analyzed loans. All loans 90 days and greater past due are placed on non-accrual status. The following table presents the current balance of the non-performing loans as of the dates indicated:
| As of June 30, 2024 |
Non-accrual with no allocated allowance for credit losses |
Non-accrual with allocated allowance for credit losses |
Loans past due over 90 days still accruing |
|||||||||
| Residential real estate |
$ | 707 | $ | 13,033 | $ | — | ||||||
| Commercial real estate |
1,449 | 2,537 | — | |||||||||
| Construction |
— | — | — | |||||||||
| Commercial |
2,903 | 35,681 | — | |||||||||
| Home equity and improvement |
— | 1,447 | — | |||||||||
| Consumer finance |
— | 3,755 | — | |||||||||
| Purchase credit deteriorated (“PCD”) |
902 | 1,744 | ||||||||||
|
|
|
|
|
|
|
|||||||
| Total |
$ | 5,961 | $ | 58,197 | $ | — | ||||||
|
|
|
|
|
|
|
|||||||
| As of December 31, 2023 |
Non-accrual with no allocated allowance for credit losses |
Non-accrual with allocated allowance for credit losses |
Loans past due over 90 days still accruing |
|||||||||
| Residential real estate |
$ | 572 | $ | 12,456 | $ | — | ||||||
| Commercial real estate |
196 | 5,775 | — | |||||||||
| Construction |
— | — | — | |||||||||
| Commercial |
150 | 8,499 | — | |||||||||
| Home equity and improvement |
— | 1,417 | — | |||||||||
| Consumer finance |
— | 3,433 | — | |||||||||
| PCD |
— | 2,993 | ||||||||||
|
|
|
|
|
|
|
|||||||
| Total |
$ | 918 | $ | 34,573 | $ | — | ||||||
|
|
|
|
|
|
|
|||||||
The following table presents the aging of the amortized cost in past due and non-accrual loans as of June 30, 2024, by class of loans (in thousands):
| Class |
Current | 30 - 59 days | 60 - 89 days | 90 + days | Total Past Due |
Total Non- Accrual |
||||||||||||||||||
| Real Estate: |
||||||||||||||||||||||||
| Residential |
$ | 1,782,986 | $ | 186 | $ | 8,442 | $ | 11,177 | $ | 19,805 | $ | 13,740 | ||||||||||||
| Commercial |
2,837,185 | 1,222 | 8,395 | 1,188 | 10,805 | 3,986 | ||||||||||||||||||
| Construction |
523,301 | — | — | — | — | — | ||||||||||||||||||
| Other Loans: |
||||||||||||||||||||||||
| Commercial |
1,030,020 | 557 | 748 | 3,143 | 4,448 | 38,584 | ||||||||||||||||||
| Home equity and improvement |
264,069 | 1,686 | 612 | 933 | 3,231 | 1,447 | ||||||||||||||||||
| Consumer finance |
182,554 | 3,241 | 1,137 | 3,189 | 7,567 | 3,755 | ||||||||||||||||||
| PCD |
12,947 | 307 | 660 | 2,253 | 3,220 | 2,646 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total Loans |
$ | 6,633,062 | $ | 7,199 | $ | 19,994 | $ | 21,883 | $ | 49,076 | $ | 64,158 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
The following table presents the aging of the recorded investment in past due and non-accrual loans as of December 31, 2023, by class of loans (in thousands):
| Class |
Current | 30 -59 days | 60 -89 days | 90 + days | Total Past Due |
Total Non- Accrual |
||||||||||||||||||
| Real Estate: |
||||||||||||||||||||||||
| Residential |
$ | 1,786,537 | $ | 152 | $ | 8,302 | $ | 11,216 | $ | 19,670 | $ | 13,028 | ||||||||||||
| Commercial |
2,841,209 | 163 | 312 | 1,275 | 1,750 | 5,971 | ||||||||||||||||||
| Construction |
557,249 | — | 108 | — | 108 | — | ||||||||||||||||||
| Other Loans: |
||||||||||||||||||||||||
| Commercial |
1,051,034 | 191 | 2,446 | 1,132 | 3,769 | 8,649 | ||||||||||||||||||
| Home equity and improvement |
262,404 | 2,084 | 635 | 958 | 3,677 | 1,417 | ||||||||||||||||||
| Consumer finance |
187,624 | 3,699 | 1,681 | 3,003 | 8,383 | 3,433 | ||||||||||||||||||
| PCD |
11,922 | 211 | 1,271 | 2,569 | 4,051 | 2,993 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total Loans |
$ | 6,697,979 | $ | 6,500 | $ | 14,755 | $ | 20,153 | $ | 41,408 | $ | 35,491 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loan Modifications
As of January 1, 2023, the Company adopted the modified retrospective method under ASU 2022-02, “Troubled Debt Restructurings and Vintage Disclosures” which eliminated troubled debt restructuring accounting for entities that have adopted ASU 2016-13, the current expected credit losses model.
Occasionally, the Company modifies loans by providing principal forgiveness on certain of its real estate loans. When principal forgiveness is provided, the amortized cost basis of the loan is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of amortized cost basis and a corresponding adjustments to the allowance for credit losses. In some cases, the Company will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness or reduction of rate, may be granted.
Of the loans modified as of June 30, 2024, $17.3 million were on non-accrual status and partial charge-offs have in some cases been taken against the outstanding balance. The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each loan upon loan origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of loans to borrowers experiencing financial difficulty. The Company uses probability of default/loss given default, discounted cash flows or remaining life method to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification.
The following table shows the amortized cost basis at the end of the reporting period of the loans modified to borrowers experiencing financial difficulty, disaggregated by loan category and type of modification granted during the three and six months ended June 30, 2024. The percentage of the amortized cost basis of loans that were modified to borrowers experiencing financial difficulty as compared to the amortized cost basis of each class of loan category is also presented below:
| Loans Modifications Made to Borrowers Experiencing Financial Difficulty Three Months Ended June 30, 2024 |
Loans Modifications Made to Borrowers Experiencing Financial Difficulty Six Months Ended June 30, 2024 |
|||||||||||||||
| (Dollars in Thousands) | (Dollars in Thousands) | |||||||||||||||
| Term Extension | Term Extension | |||||||||||||||
| Loan Type |
Amortized Cost Basis |
Percent of total loans by category |
Amortized Cost Basis |
Percent of total loans by category |
||||||||||||
| Real Estate: |
||||||||||||||||
| Residential |
$ | 43 | 0.00 | % | $ | 43 | 0.00 | % | ||||||||
| Commercial |
— | — | 347 | 0.01 | % | |||||||||||
| Construction |
— | — | — | — | ||||||||||||
| Other Loans: |
||||||||||||||||
| Commercial |
10,532 | 1.01 | % | 18,022 | 1.74 | % | ||||||||||
| Home equity and improvement |
— | — | — | — | ||||||||||||
| Consumer finance |
— | — | — | — | ||||||||||||
|
|
|
|
|
|||||||||||||
| Total |
$ | 10,575 | $ | 18,412 | ||||||||||||
|
|
|
|
|
|||||||||||||
The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty:
| Term Extension | ||
| Loan Type |
Financial Effect | |
| Real Estate: | ||
| Residential |
-Term extended 6 months | |
| Commercial |
-Term extended 6 months | |
| Other Loans: | ||
| Commercial |
-Demand Line termed out to 10 year term -Demand Line termed out to 5 year term -Term extended 5 months | |
| -Demand Line termed out to 192 months -Term extended 189 months | ||
| -Term extended 6 months | ||
| -Term extended 11 months |
| Rate Reduction | ||
| Loan Type |
Financial Effect | |
| Real Estate: | ||
| Other Loans: | ||
| Commercial |
-Interest rate reduction 10.5% to 8.5% -Interest rate reduction 11% (tied to prime) to 8.25% fixed |
Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.
There were no modification loans that had a payment default during the quarter ended June 30, 2024 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty.
The Company closely monitors the performance of the loans that were modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. Seven of the modified loans are current and six modified loans pertaining to three commercial loan relationships are on nonaccrual status as of June 30, 2024.
Credit Quality Indicators
Loans are categorized into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. Loans are analyzed individually by classifying the loans by credit risk. This analysis includes all non-homogeneous loans, such as commercial and commercial real estate loans and certain homogeneous mortgages, home equity and consumer loans. This analysis is performed on a quarterly basis. Premier uses the following definitions for risk ratings:
Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.
Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. As of June 30, 2024, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows (in thousands):
| Class |
Unclassified | Special Mention |
Substandard | Doubtful | Total classified |
Total | ||||||||||||||||||
| Real Estate: |
||||||||||||||||||||||||
| Residential |
$ | 1,787,772 | $ | 470 | $ | 14,549 | $ | — | $ | 14,549 | $ | 1,802,791 | ||||||||||||
| Commercial |
2,752,901 | 48,238 | 46,851 | — | 46,851 | 2,847,990 | ||||||||||||||||||
| Construction |
515,801 | 7,500 | — | — | — | 523,301 | ||||||||||||||||||
| Other Loans: |
||||||||||||||||||||||||
| Commercial |
951,993 | 37,107 | 45,368 | — | 45,368 | 1,034,468 | ||||||||||||||||||
| Home equity and improvement |
265,847 | — | 1,453 | — | 1,453 | 267,300 | ||||||||||||||||||
| Consumer finance |
186,547 | — | 3,574 | — | 3,574 | 190,121 | ||||||||||||||||||
| PCD |
13,479 | 164 | 2,524 | — | 2,524 | 16,167 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total Loans (1) |
$ | 6,474,340 | $ | 93,479 | $ | 114,319 | $ | — | $ | 114,319 | $ | 6,682,138 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (1) | Total loans are net of undisbursed funds and deferred fees and costs. |
As of December 31, 2023, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows (in thousands):
| Class |
Unclassified | Special Mention |
Substandard | Doubtful | Total classified |
Total | ||||||||||||||||||
| Real Estate: |
||||||||||||||||||||||||
| Residential |
$ | 1,791,663 | $ | 594 | $ | 13,950 | $ | — | $ | 13,950 | $ | 1,806,207 | ||||||||||||
| Commercial |
2,765,898 | 50,784 | 26,277 | — | 26,277 | 2,842,959 | ||||||||||||||||||
| Construction |
549,867 | 7,490 | — | — | — | 557,357 | ||||||||||||||||||
| Other Loans: |
||||||||||||||||||||||||
| Commercial |
975,233 | 57,634 | 21,936 | — | 21,936 | 1,054,803 | ||||||||||||||||||
| Home equity and improvement |
264,663 | — | 1,418 | — | 1,418 | 266,081 | ||||||||||||||||||
| Consumer finance |
192,774 | — | 3,233 | — | 3,233 | 196,007 | ||||||||||||||||||
| PCD |
12,899 | 197 | 2,877 | — | 2,877 | 15,973 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total Loans (1) |
$ | 6,552,997 | $ | 116,699 | $ | 69,691 | $ | — | $ | 69,691 | $ | 6,739,387 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (1) | Total loans are net undisbursed loan funds and deferred fees and costs |
The following tables present the amortized cost basis of loans by credit quality indicator and class of loans as of June 30, 2024 and December 31, 2023 (in thousands).
| Term of loans by origination | ||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Revolving Loans | Total | |||||||||||||||||||||||||
| As of June 30, 2024 |
||||||||||||||||||||||||||||||||
| Real Estate |
||||||||||||||||||||||||||||||||
| Residential: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | — | $ | 3 | $ | 14 | $ | 20 | $ | 6 | $ | 20 | $ | — | $ | 63 | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 48,866 | $ | 64,916 | $ | 621,718 | $ | 405,373 | $ | 287,535 | $ | 357,820 | $ | 1,544 | $ | 1,787,772 | ||||||||||||||||
| Special Mention |
— | — | — | — | 164 | 306 | — | 470 | ||||||||||||||||||||||||
| Substandard |
— | 1,351 | 2,484 | 1,840 | 2,724 | 6,150 | — | 14,549 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 48,866 | $ | 66,267 | $ | 624,202 | $ | 407,213 | $ | 290,423 | $ | 364,276 | $ | 1,544 | $ | 1,802,791 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Commercial: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | — | $ | — | $ | — | $ | 13 | $ | — | $ | 1,229 | $ | — | $ | 1,242 | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 68,194 | $ | 184,420 | $ | 648,275 | $ | 497,646 | $ | 447,033 | $ | 884,473 | $ | 22,860 | $ | 2,752,901 | ||||||||||||||||
| Special Mention |
— | 466 | 16,878 | 10,659 | 7,004 | 12,555 | 676 | 48,238 | ||||||||||||||||||||||||
| Substandard |
— | — | 732 | 21,127 | 221 | 24,718 | 53 | 46,851 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 68,194 | $ | 184,886 | $ | 665,885 | $ | 529,432 | $ | 454,258 | $ | 921,746 | $ | 23,589 | $ | 2,847,990 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Construction: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 23,628 | $ | 45,564 | $ | 298,750 | $ | 113,477 | $ | 32,836 | $ | 1,546 | $ | — | $ | 515,801 | ||||||||||||||||
| Special Mention |
— | — | 7,500 | — | — | — | — | 7,500 | ||||||||||||||||||||||||
| Substandard |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 23,628 | $ | 45,564 | $ | 306,250 | $ | 113,477 | $ | 32,836 | $ | 1,546 | $ | — | $ | 523,301 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Other Loans |
||||||||||||||||||||||||||||||||
| Commercial: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | — | $ | 175 | $ | — | $ | 11 | $ | — | $ | — | $ | 935 | $ | 1,121 | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 55,655 | $ | 94,805 | $ | 221,236 | $ | 132,022 | $ | 40,847 | $ | 44,814 | $ | 362,614 | $ | 951,993 | ||||||||||||||||
| Special Mention |
112 | 1,851 | 3,710 | 12,124 | 688 | 3,732 | 14,890 | 37,107 | ||||||||||||||||||||||||
| Substandard |
— | 7,288 | 1,760 | 11,845 | 9,617 | 3,867 | 10,991 | 45,368 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 55,767 | $ | 103,944 | $ | 226,706 | $ | 155,991 | $ | 51,152 | $ | 52,413 | $ | 388,495 | $ | 1,034,468 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Home equity and Improvement: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | — | $ | — | $ | 49 | $ | 1 | $ | — | $ | — | $ | 80 | $ | 130 | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 8,273 | $ | 17,466 | $ | 22,693 | $ | 16,879 | $ | 4,115 | $ | 26,511 | $ | 169,910 | $ | 265,847 | ||||||||||||||||
| Special Mention |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Substandard |
— | 40 | 34 | — | — | 341 | 1,038 | 1,453 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 8,273 | $ | 17,506 | $ | 22,727 | $ | 16,879 | $ | 4,115 | $ | 26,852 | $ | 170,948 | $ | 267,300 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Consumer Finance: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | — | $ | 154 | $ | 606 | $ | 181 | $ | 89 | $ | 100 | $ | 1 | $ | 1,131 | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 29,534 | $ | 36,414 | $ | 82,031 | $ | 17,998 | $ | 8,642 | $ | 5,881 | $ | 6,047 | $ | 186,547 | ||||||||||||||||
| Special Mention |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Substandard |
29 | 453 | 1,915 | 547 | 330 | 249 | 51 | 3,574 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 29,563 | $ | 36,867 | $ | 83,946 | $ | 18,545 | $ | 8,972 | $ | 6,130 | $ | 6,098 | $ | 190,121 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| PCD: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | 105 | $ | — | $ | 105 | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | 10,942 | $ | 2,537 | $ | 13,479 | ||||||||||||||||
| Special Mention |
— | — | — | — | — | 164 | — | 164 | ||||||||||||||||||||||||
| Substandard |
— | — | — | — | — | 2,514 | 10 | 2,524 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | 13,620 | $ | 2,547 | $ | 16,167 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Term of loans by origination | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Revolving Loans | Total | |||||||||||||||||||||||||
| As of December 31, 2023 |
||||||||||||||||||||||||||||||||
| Real Estate |
||||||||||||||||||||||||||||||||
| Residential: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | — | $ | 3 | $ | 218 | $ | — | $ | 6 | $ | 93 | $ | — | $ | 320 | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 46,218 | $ | 625,993 | $ | 430,801 | $ | 305,077 | $ | 86,103 | $ | 296,317 | $ | 1,154 | $ | 1,791,663 | ||||||||||||||||
| Special Mention |
— | — | — | 170 | 33 | 391 | — | 594 | ||||||||||||||||||||||||
| Substandard |
431 | 2,757 | 2,267 | 2,061 | 1,031 | 5,403 | — | 13,950 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 46,649 | $ | 628,750 | $ | 433,068 | $ | 307,308 | $ | 87,167 | $ | 302,111 | $ | 1,154 | $ | 1,806,207 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Commercial: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | — | $ | — | $ | — | $ | 274 | $ | 399 | $ | 1,632 | $ | 14 | $ | 2,319 | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 187,446 | $ | 619,860 | $ | 516,527 | $ | 470,751 | $ | 305,114 | $ | 647,079 | $ | 19,121 | $ | 2,765,898 | ||||||||||||||||
| Special Mention |
— | 10,361 | 28,743 | 3,324 | 83 | 8,124 | 149 | 50,784 | ||||||||||||||||||||||||
| Substandard |
— | 732 | 3,489 | 232 | 1,751 | 20,043 | 30 | 26,277 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 187,446 | $ | 630,953 | $ | 548,759 | $ | 474,307 | $ | 306,948 | $ | 675,246 | $ | 19,300 | $ | 2,842,959 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Construction: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 51,807 | $ | 322,097 | $ | 125,035 | $ | 44,114 | $ | 6,814 | $ | — | $ | — | $ | 549,867 | ||||||||||||||||
| Special Mention |
— | 7,490 | — | — | — | — | — | 7,490 | ||||||||||||||||||||||||
| Substandard |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 51,807 | $ | 329,587 | $ | 125,035 | $ | 44,114 | $ | 6,814 | $ | — | $ | — | $ | 557,357 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Other Loans |
||||||||||||||||||||||||||||||||
| Commercial: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | — | $ | 57 | $ | — | $ | 1 | $ | 498 | $ | 65 | $ | 1,713 | $ | 2,334 | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 121,527 | $ | 248,455 | $ | 148,220 | $ | 50,554 | $ | 28,427 | $ | 26,799 | $ | 351,251 | $ | 975,233 | ||||||||||||||||
| Special Mention |
9,551 | 2,475 | 14,625 | 10,670 | 1,607 | 3,805 | 14,901 | 57,634 | ||||||||||||||||||||||||
| Substandard |
— | 929 | 11,205 | 767 | 991 | 1,170 | 6,874 | 21,936 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 131,078 | $ | 251,859 | $ | 174,050 | $ | 61,991 | $ | 31,025 | $ | 31,774 | $ | 373,026 | $ | 1,054,803 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Home equity and Improvement: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | 21 | $ | — | $ | — | $ | — | $ | 7 | $ | 9 | $ | 123 | $ | 160 | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 19,554 | $ | 24,870 | $ | 18,061 | $ | 4,405 | $ | 2,935 | $ | 26,904 | $ | 167,934 | $ | 264,663 | ||||||||||||||||
| Special Mention |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Substandard |
— | 119 | 14 | — | — | 255 | 1,030 | 1,418 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 19,554 | $ | 24,989 | $ | 18,075 | $ | 4,405 | $ | 2,935 | $ | 27,159 | $ | 168,964 | $ | 266,081 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Consumer Finance: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | 19 | $ | 437 | $ | 260 | $ | 185 | $ | 95 | $ | 431 | $ | 51 | $ | 1,478 | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | 44,735 | $ | 98,287 | $ | 22,588 | $ | 11,067 | $ | 7,337 | $ | 1,706 | $ | 7,054 | $ | 192,774 | ||||||||||||||||
| Special Mention |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Substandard |
282 | 1,476 | 593 | 505 | 281 | 93 | 3 | 3,233 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 45,017 | $ | 99,763 | $ | 23,181 | $ | 11,572 | $ | 7,618 | $ | 1,799 | $ | 7,057 | $ | 196,007 | ||||||||||||||||
|
|
|
|
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|
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|
|
|
|
|
|||||||||||||||||
| PCD: |
||||||||||||||||||||||||||||||||
| Current-period gross charge-offs |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | 122 | $ | 31 | $ | 153 | ||||||||||||||||
| Risk Rating |
||||||||||||||||||||||||||||||||
| Unclassified |
$ | — | $ | — | $ | — | $ | — | $ | 114 | $ | 12,264 | $ | 521 | $ | 12,899 | ||||||||||||||||
| Special Mention |
— | — | — | — | — | 197 | — | 197 | ||||||||||||||||||||||||
| Substandard |
— | — | — | — | — | 2,562 | 315 | 2,877 | ||||||||||||||||||||||||
| Doubtful |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | — | $ | — | $ | — | $ | — | $ | 114 | $ | 15,023 | $ | 836 | $ | 15,973 | ||||||||||||||||
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|
|||||||||||||||||
Allowance for Credit Losses
The Company has adopted ASU 2016-13 (Topic 326 - Credit Losses) to calculate the allowance for credit loss (“ACL”), which requires a projection of credit loss over the contract lifetime of the credit adjusted for prepayment tendencies. This valuation account is deducted from the loans amortized cost basis to present the net amount expected to be collected on the loan. The ACL is adjusted through the provision for credit losses and reduced by net charge offs of loans.
The credit loss estimation process involves procedures that consider the unique characteristics of the Company’s portfolio segments. These segments are further disaggregated into the loan pools for monitoring. When computing allowance levels, a model of risk characteristics, such as loss history and delinquency status, along with current conditions and a supportable forecast is used to determine credit loss assumptions.
The Company is generally utilizing two methodologies to analyze loan pools, DCF and probability of default/loss given default (“PD/LGD”).
A default can be triggered by one of several different asset quality factors including past due status, non-accrual status, modification status or if the loan has had a charge-off. The PD/LGD utilizes charge off data from the Federal Financial Institutions Examination Council to construct a default rate. This default rate is further segmented based on the risk of the credit assigning a higher default rate to riskier credits.
The DCF methodology was selected as the most appropriate for loan segments with longer average lives and regular payment structures. The DCF model has two key components, the loss driver analysis combined with a cash flow analysis. The contractual cash flow is adjusted for PD/LGD and prepayment speed to establish a reserve level. The prepayment studies are updated quarterly by a third-party for each applicable pool. The Company estimates losses over an approximate one-year forecast period using Moody’s baseline economic forecasts, and then reverts to longer term historical loss experience over a three-year period.
The remaining life method was selected for the consumer direct loan segment since the pool contains loans with many different structures and payment streams and collateral. The weighted average remaining life uses an average annual charge-off rate applied to the contractual term, further adjusted for estimated prepayments to determine the unadjusted historical charge-off rate for the remaining balance of assets.
| Portfolio Segments |
Loan Pool |
Methodology |
Loss Drivers | |||
| Residential real estate | 1-4 Family nonowner occupied | DCF | National unemployment | |||
| 1-4 Family owner occupied | DCF | National unemployment | ||||
| Commercial real estate | Commercial real estate nonowner occupied | DCF | National unemployment | |||
| Commercial real estate owner occupied | DCF | National unemployment | ||||
| Multi Family | DCF | National unemployment | ||||
| Agriculture Land | DCF | National unemployment | ||||
| Other commercial real estate | DCF | National unemployment | ||||
| Construction secured by real estate | Construction Other | PD/LGD | Call report loss history | |||
| Construction Residential | PD/LGD | Call report loss history | ||||
| Commercial | Commercial working capital | PD/LGD | Call report loss history | |||
| Agriculture production | PD/LGD | Call report loss history | ||||
| Other commercial | PD/LGD | Call report loss history | ||||
| Home equity and improvement | Home equity and improvement | PD/LGD | Call report loss history | |||
| Consumer finance | Consumer direct | Remaining life | Call report loss history | |||
| Consumer indirect | DCF | National unemployment |
According to the accounting standard, an entity may make an accounting policy election not to measure an ACL for accrued interest receivable if the entity writes off the applicable accrued interest receivable balance in a timely manner. The Company has made the accounting policy election not to measure an ACL for accrued interest receivables for all loan segments. Current policy dictates that a loan will be placed on nonaccrual status, with the current accrued interest receivable balance being written off, upon the loan being 90 days delinquent or when the loan is deemed to be collateral dependent and the collateral analysis shows less than 1.2 times discounted collateral coverage based on a current assessment of the value of the collateral.
In addition, ASC Topic 326 requires the Company to establish a liability for anticipated credit losses for unfunded commitments. To accomplish this, the Company must first establish a loss expectation for extended (funded) commitments. This loss expectation, expressed as a ratio to the amortized cost basis, is then applied to the portion of unfunded commitments not considered unilaterally cancelable and is considered by the Company’s management as likely to fund over the life of the instrument. At June 30, 2024, the Company had $1.2 billion in unfunded commitments and set aside $3.3 million in anticipated credit losses. This reserve is recorded in other liabilities as opposed to the ACL.
The determination of ACL is complex and the Company makes decisions on the effects of matters that are inherently uncertain. Evaluations of the loan portfolio and individual credits require certain estimates, assumptions and judgments as to the facts and circumstances related to particular situations or credits. There may be significant changes in the ACL in future periods determined by prevailing factors at that point in time along with future forecasts.
The following table discloses ACL activity for the three and six months ended June 30, 2024 and 2023 by portfolio segment (in thousands):
| Three Months Ended June 30, 2024 |
Residential Real Estate |
Commercial Real Estate |
Construction | Commercial | Home Equity and Improvement |
Consumer Finance |
Total | |||||||||||||||||||||
| Beginning Allowance |
$ | 20,210 | $ | 33,140 | $ | 2,344 | $ | 15,877 | $ | 2,864 | $ | 2,244 | $ | 76,679 | ||||||||||||||
| Charge-Offs |
(3 | ) | (1,229 | ) | — | (1,086 | ) | (49 | ) | (722 | ) | (3,089 | ) | |||||||||||||||
| Recoveries |
12 | 33 | — | 28 | 23 | 363 | 459 | |||||||||||||||||||||
| Provisions |
22 | (2,973 | ) | (322 | ) | 5,856 | 6 | 584 | 3,173 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Ending Allowance |
$ | 20,241 | $ | 28,971 | $ | 2,022 | $ | 20,675 | $ | 2,844 | $ | 2,469 | $ | 77,222 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Six Months Ended June 30, 2024 |
Residential Real Estate |
Commercial Real Estate |
Construction | Commercial | Home Equity and Improvement |
Consumer Finance |
Total | |||||||||||||||||||||
| Beginning Allowance |
$ | 17,215 | $ | 36,053 | $ | 3,159 | $ | 15,489 | $ | 2,703 | $ | 1,893 | $ | 76,512 | ||||||||||||||
| Charge-Offs |
(64 | ) | (1,242 | ) | — | (1,168 | ) | (130 | ) | (1,188 | ) | (3,792 | ) | |||||||||||||||
| Recoveries |
21 | 40 | — | 244 | 37 | 427 | 769 | |||||||||||||||||||||
| Provisions |
3,069 | (5,880 | ) | (1,137 | ) | 6,110 | 234 | 1,337 | 3,733 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Ending Allowance |
$ | 20,241 | $ | 28,971 | $ | 2,022 | $ | 20,675 | $ | 2,844 | $ | 2,469 | $ | 77,222 | ||||||||||||||
|
|
|
|
|
|
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|
|
|
|
|
|
|||||||||||||||
| Three Months Ended June 30, 2023 |
Residential Real Estate |
Commercial Real Estate |
Construction | Commercial | Home Equity and Improvement |
Consumer Finance |
Total | |||||||||||||||||||||
| Beginning Allowance |
$ | 18,229 | $ | 33,831 | $ | 3,882 | $ | 12,525 | $ | 3,654 | $ | 2,152 | $ | 74,273 | ||||||||||||||
| Charge-Offs |
(304 | ) | (20 | ) | — | (8 | ) | (121 | ) | (291 | ) | (744 | ) | |||||||||||||||
| Recoveries |
23 | 59 | — | 807 | 36 | 57 | 982 | |||||||||||||||||||||
| Provisions |
970 | 881 | (51 | ) | (223 | ) | (170 | ) | 3 | 1,410 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Ending Allowance |
$ | 18,918 | $ | 34,751 | $ | 3,831 | $ | 13,101 | $ | 3,399 | $ | 1,921 | $ | 75,921 | ||||||||||||||
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|||||||||||||||
| Six Months Ended June 30, 2023 |
Residential Real Estate |
Commercial Real Estate |
Construction | Commercial | Home Equity and Improvement |
Consumer Finance |
Total | |||||||||||||||||||||
| Beginning Allowance |
$ | 16,711 | $ | 34,218 | $ | 4,025 | $ | 11,769 | $ | 4,044 | $ | 2,049 | $ | 72,816 | ||||||||||||||
| Charge-Offs |
(309 | ) | (1,689 | ) | — | (519 | ) | (200 | ) | (740 | ) | (3,457 | ) | |||||||||||||||
| Recoveries |
45 | 71 | — | 903 | 57 | 132 | 1,208 | |||||||||||||||||||||
| Provisions |
2,471 | 2,151 | (194 | ) | 948 | (502 | ) | 480 | 5,354 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Ending Allowance |
$ | 18,918 | $ | 34,751 | $ | 3,831 | $ | 13,101 | $ | 3,399 | $ | 1,921 | $ | 75,921 | ||||||||||||||
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|
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|
|||||||||||||||
Purchased Credit Deteriorated Loans
Under ASU Topic 326, when loans are purchased with evidence of more than insignificant deterioration of credit, they are accounted for as PCD. PCD loans acquired in a transaction are marked to fair value and a mark on yield is recorded. In addition, an adjustment is made to the ACL for the expected loss on the acquisition date. These loans are assessed on a regular basis and subsequent adjustments to the ACL are recorded on the income statement. The outstanding balance and related allowance on these loans as of June 30, 2024 and December 31, 2023 is as follows (in thousands):
| As of June 30, 2024 | As of December 31, 2023 | |||||||||||||||
| Loan Balance | ACL Balance | Loan Balance | ACL Balance | |||||||||||||
| (In Thousands) | (In Thousands) | |||||||||||||||
| Real Estate: |
||||||||||||||||
| Residential |
$ | 9,185 | $ | 133 | $ | 9,882 | $ | 126 | ||||||||
| Commercial |
1,868 | 32 | 2,040 | 50 | ||||||||||||
| Construction |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 11,053 | 165 | 11,922 | 176 | |||||||||||||
| Other Loans: |
||||||||||||||||
| Commercial |
3,596 | 125 | 1,968 | 351 | ||||||||||||
| Home equity and improvement |
1,399 | 26 | 1,879 | 54 | ||||||||||||
| Consumer finance |
119 | 2 | 204 | 5 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 5,114 | 153 | 4,051 | 410 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 16,167 | $ | 318 | $ | 15,973 | $ | 586 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Foreclosure Proceedings
Consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure totaled $7.7 million as of June 30, 2024, and $7.9 million as of December 31, 2023.
| 9. | Mortgage Banking |
Net revenues from the sales and servicing of mortgage loans consisted of the following:
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (In Thousands) | ||||||||||||||||
| Mortgage banking gain (loss), net |
$ | 1,378 | $ | 2,242 | $ | 2,661 | $ | 1,405 | ||||||||
| Mortgage loans servicing revenue (expense): |
||||||||||||||||
| Mortgage loans servicing revenue |
1,835 | 1,845 | 3,676 | 3,733 | ||||||||||||
| Amortization of mortgage servicing rights |
(1,313 | ) | (1,277 | ) | (2,551 | ) | (2,496 | ) | ||||||||
| Mortgage servicing rights valuation adjustments |
147 | 130 | 610 | 24 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 669 | 698 | 1,735 | 1,261 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net revenue (expense) from sale and servicing of mortgage loans |
$ | 2,047 | $ | 2,940 | $ | 4,396 | $ | 2,666 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The unpaid principal balance of residential mortgage loans serviced for third parties was $2.87 billion at June 30, 2024 and $2.89 billion at December 31, 2023.
Activity for capitalized mortgage servicing rights and the related valuation allowance follows for the three and six months ended June 30, 2024 and 2023:
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (In Thousands) | ||||||||||||||||
| Mortgage servicing assets: |
||||||||||||||||
| Balance at beginning of period |
$ | 18,921 | $ | 21,447 | $ | 19,452 | $ | 21,858 | ||||||||
| Loans sold, servicing retained |
678 | 653 | 1,385 | 1,461 | ||||||||||||
| Amortization |
(1,313 | ) | (1,277 | ) | (2,551 | ) | (2,496 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Carrying value before valuation allowance at end of period |
18,286 | 20,823 | 18,286 | 20,823 | ||||||||||||
| Valuation allowance: |
||||||||||||||||
| Balance at beginning of period |
(293 | ) | (793 | ) | (756 | ) | (687 | ) | ||||||||
| Impairment recovery (charges) |
147 | 130 | 610 | 24 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance at end of period |
(146 | ) | (663 | ) | (146 | ) | (663 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net carrying value of MSRs at end of period |
$ | 18,140 | $ | 20,160 | $ | 18,140 | $ | 20,160 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Fair value of MSRs at end of period |
$ | 27,635 | $ | 25,044 | $ | 27,635 | $ | 25,044 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Amortization of mortgage servicing rights is computed based on payments and payoffs of the related mortgage loans serviced. Estimates of future amortization expense are not easily estimable.
The Company had no accrual for secondary market buy-back activity at June 30, 2024 or December 31, 2023 based on management’s estimate of potential losses from this activity. There was no expense or credit recognized in the three and six months ended June 30, 2024 and 2023.
| 10. | Leases |
The Company’s lease agreements have maturity dates ranging from July 2024 to September 2044, some of which include options for multiple five and ten year extensions. The weighted average remaining life of the lease term for operating leases was 12.67 years as of June 30, 2024 and 13.27 years as of December 31, 2023. The weighted average remaining life of the lease term for finance leases was 6.84 years as of June 30, 2024 and December 31, 2023. The weighted average discount rate for operating leases was 2.70% as of June 30, 2024 and 2.58% as of December 31, 2023. The weighted average discount rate for finance leases was 4.79% as of June 30, 2024 and 4.81% as of December 31, 2023.
The total operating lease costs were $653,000 and $1.3 million for the three and six months ended June 30, 2024, respectively, and $577,000 and $1.3 million for the three and six months ended June 30, 2023, respectively. The right-of-use asset, included in other assets, were $18.1 million and $13.5 million at June 30, 2024 and December 31, 2023, respectively. The lease liabilities, included in other liabilities, were $18.5 million and $13.9 million as of June 30, 2024 and December 31, 2023, respectively.
Undiscounted cash flows included in lease liabilities have expected contractual payments as follows:
| (In Thousands) | June 30, 2024 | |||
| Remainder of 2024 |
$ | 1,896 | ||
| 2025 |
1,584 | |||
| 2026 |
1,335 | |||
| 2027 |
1,253 | |||
| 2028 |
1,110 | |||
| Thereafter |
9,622 | |||
|
|
|
|||
| Total undiscounted minimum lease payments |
16,800 | |||
| Present value adjustment |
1,735 | |||
|
|
|
|||
| Total lease liabilities |
$ | 18,535 | ||
|
|
|
|||
| 11. | Deposits |
A summary of deposit balances is as follows:
| June 30, 2024 |
December 31, 2023 |
|||||||
| (In Thousands) | ||||||||
| Non-interest-bearing checking accounts |
$ | 1,438,764 | $ | 1,591,979 | ||||
| Interest-bearing checking and money market accounts |
3,324,883 | 3,177,369 | ||||||
| Savings deposits |
633,159 | 678,076 | ||||||
| Retail certificates of deposit less than $250,000 |
836,420 | 827,479 | ||||||
| Retail certificates of deposit greater than $250,000 |
562,650 | 526,199 | ||||||
| Brokered deposits |
382,678 | 341,944 | ||||||
|
|
|
|
|
|||||
| $ | 7,178,554 | $ | 7,143,046 | |||||
|
|
|
|
|
|||||
| 12. | Borrowings |
The Company’s FHLB advances and junior subordinated debentures owed to unconsolidated subsidiary trusts and subordinated debentures are comprised of the following:
| June 30, 2024 |
December 31, 2023 |
|||||||
| (In Thousands) | ||||||||
| FHLB Advances: |
||||||||
| Single maturity fixed rate advances |
$ | 125,000 | $ | 125,000 | ||||
| Overnight advances |
268,000 | 155,000 | ||||||
|
|
|
|
|
|||||
| Total |
$ | 393,000 | $ | 280,000 | ||||
|
|
|
|
|
|||||
| First Defiance Statutory Trust I due December 2035 |
$ | 20,619 | $ | 20,619 | ||||
| First Defiance Statutory Trust II due June 2037 |
15,464 | 15,464 | ||||||
|
|
|
|
|
|||||
| Junior subordinated debentures owed to unconsolidated subsidiary trusts |
$ | 36,083 | $ | 36,083 | ||||
|
|
|
|
|
|||||
| Subordinated debentures |
$ | 49,209 | $ | 49,146 | ||||
|
|
|
|
|
|||||
At June 30, 2024, the Company had $393.0 million of outstanding FHLB advances with maturity dates in 2024. There was $280.0 million in outstanding FHLB advances at December 31, 2023 with maturity dates in 2024. The Company’s borrowing capacity at the FHLB was $2 billion as of June 30, 2024 and December 31, 2023, respectively. The Company has an available credit line at the Federal Reserve Bank Discount Window of $708.6 million and $531.5 million as of June 30, 2024 and December 31, 2023, respectively, which has not been drawn upon. The Company also has a $50.0 million credit line at US Bank as of June 30, 2024 and December 31, 2023, respectively, which also was not drawn upon.
In September 2020, the Company completed the issuance of $50.0 million aggregate principal amount, fixed-to-floating rate subordinated notes due September 30, 2030 in a private offering exempt from the registration requirements under the Securities Act of 1933, as amended. The notes carry a fixed rate of 4.0% for five years at which time they will convert to a floating rate based on the secured overnight borrowing rate, plus a spread of 388.5 basis points. The Company may, at its option, beginning September 30, 2025, redeem the notes, in whole or in part, from time to time, subject to certain conditions. The net proceeds from the sale were approximately $48.7 million, after deducting the estimated offering expenses. The Company has used, and intends to continue using, the net proceeds for general corporate purposes, which may include, without limitation, providing capital to support its growth organically or through strategic acquisitions, repaying indebtedness, in financing investments, capital expenditures, repurchasing its common shares and for investments in the Bank as regulatory capital. The subordinated debentures are included in “Total Capital”, as such term is defined under current regulatory guidelines and interpretations.
In March 2007, the Company sponsored an affiliated trust, First Defiance Statutory Trust II (“Trust Affiliate II”) that issued $15.0 million of Guaranteed Capital Trust Securities (“Trust Preferred Securities”). In connection with this transaction, the Company issued $15.5 million of Junior Subordinated Deferrable Interest Debentures (“Subordinated Debentures”) to Trust Affiliate II. The Company formed Trust Affiliate II for the purpose of issuing Trust Preferred Securities to third-party investors and investing the proceeds from the sale of these capital securities solely in Subordinated Debentures of the Company. The Subordinated Debentures held by Trust Affiliate II are the sole assets of that trust. The Company is not considered the primary beneficiary of Trust Affiliate II (variable interest entity), therefore, the trust is not consolidated in the Company’s financial statements, but rather the Subordinated Debentures are shown as a liability. Distributions on the Trust Preferred Securities issued by Trust Affiliate II are payable quarterly at a variable rate equal to the three-month SOFR rate plus 1.5%. The coupon rate payable on the Trust Preferred Securities issued by Trust Affiliate II was 7.10% as of June 30, 2024, and 7.15% as of December 31, 2023.
The Trust Preferred Securities issued by Trust Affiliate II are subject to mandatory redemption, in whole or part, upon repayment of the Subordinated Debentures. The Company has entered into an agreement that fully and unconditionally guarantees the Trust Preferred Securities subject to the terms of the guarantee. The Trust Preferred Securities and Subordinated Debentures mature on September 15, 2037, but can be redeemed at the Company’s option at any time.
The Company also sponsored an affiliated trust, First Defiance Statutory Trust I (“Trust Affiliate I”) that issued $20.0 million of Trust Preferred Securities in 2005. In connection with this transaction, the Company issued $20.6 million of Subordinated Debentures to Trust Affiliate I. Trust Affiliate I was formed for the purpose of issuing Trust Preferred Securities to third-party investors and investing the proceeds from the sale of these capital securities solely in Subordinated Debentures of the Company. The Junior Debentures held by Trust Affiliate I are the sole assets of the trust. The Company is not considered the primary beneficiary of Trust Affiliate I (variable interest entity), therefore the trust is not consolidated in the Company’s financial statements, but rather the subordinated debentures are shown as a liability. Distributions on the Trust Preferred Securities issued by Trust Affiliate I are payable quarterly at a variable rate equal to the three-month SOFR rate plus 1.38%. The coupon rate payable on the Trust Preferred Securities issued by Trust Affiliate I was 6.98% and 7.03% on June 30, 2024 and December 31, 2023, respectively.
The Trust Preferred Securities issued by Trust Affiliate I are subject to mandatory redemption, in whole or in part, upon repayment of the Subordinated Debentures. The Company has entered into an agreement that fully and unconditionally guarantees the Trust Preferred Securities subject to the terms of the guarantee. The Trust Preferred Securities and Subordinated Debentures mature on December 15, 2035, but can be redeemed at the Company’s option at any time now.
The Subordinated Debentures related to the Trust Preferred Securities may be included in Tier 1 capital (with certain limitations applicable) under current regulatory guidelines and interpretations.
Interest on both issues of Trust Preferred Securities may be deferred for a period of up to five years at the option of the issuer.
| 13. | Commitments, Guarantees and Contingent Liabilities |
Loan commitments are made to accommodate the financial needs of Premier’s customers in the form of unfunded loans or unused lines of credit and result in market risk. Standby letters of credit commit the Company to make payments on behalf of customers when certain specified future events occur. They primarily are issued to facilitate customers’ trade transactions.
Both arrangements have credit risk, essentially the same as that involved in extending loans to customers, and are subject to the Company’s normal credit policies. Collateral (e.g., securities, receivables, inventory and equipment) is obtained based on a credit assessment of the customer.
The Company’s maximum obligation to extend credit for loan commitments (unfunded loans and unused lines of credit) and standby letters of credit outstanding as of the periods stated below were as follows (in thousands):
| June 30, 2024 | December 31, 2023 | |||||||
| Commitments to make loans |
$ | 526,242 | $ | 407,532 | ||||
| Unused lines of credit |
1,027,461 | 1,024,838 | ||||||
| Standby letters of credit |
20,926 | 17,500 | ||||||
|
|
|
|
|
|||||
| Total |
$ | 1,574,629 | $ | 1,449,870 | ||||
|
|
|
|
|
|||||
Commitments to make loans are generally made for periods of 60 days or less.
| 14. | Income Taxes |
The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax in the states of Indiana and West Virginia. The Company is no longer subject to examination by income taxing authorities for years before 2020. The Company also currently operates in the states of Ohio, Michigan and Pennsylvania which tax financial institutions based on their equity rather than their income.
The components of income tax expense are as follows:
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (In Thousands) | (In Thousands) | |||||||||||||||
| Current: |
||||||||||||||||
| Federal |
$ | 4,229 | $ | 16,035 | $ | 7,201 | $ | 19,387 | ||||||||
| State and local |
204 | 137 | 408 | 273 | ||||||||||||
| Deferred |
(416 | ) | (2,260 | ) | 922 | (1,645 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 4,017 | $ | 13,912 | $ | 8,531 | $ | 18,015 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The effective tax rates differ from federal statutory rate applied to income due to the following:
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (In Thousands) | (In Thousands) | |||||||||||||||
| Tax expense at statutory rate (21%) |
$ | 4,240 | $ | 13,084 | $ | 8,924 | $ | 17,757 | ||||||||
| Increases (decreases) in taxes from: |
||||||||||||||||
| State income tax - net of federal tax benefit |
161 | 109 | 322 | 216 | ||||||||||||
| Tax exempt interest income, net of TEFRA |
(38 | ) | (123 | ) | (79 | ) | (263 | ) | ||||||||
| Bank owned life insurance |
(254 | ) | (213 | ) | (610 | ) | (511 | ) | ||||||||
| Captive insurance |
— | (154 | ) | — | (246 | ) | ||||||||||
| Other |
(92 | ) | 1,209 | (26 | ) | 1,062 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 4,017 | $ | 13,912 | $ | 8,531 | $ | 18,015 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 15. | Derivative Financial Instruments |
At June 30, 2024, the Company had approximately $34.2 million of interest rate lock commitments and $250.0 million of forward sales of mortgage backed securities. These commitments are considered derivatives. The Company had $12.1 million of interest rate lock commitments and $385.0 million of forward commitments at December 31, 2023.
The fair value of these mortgage banking derivatives is reflected by a derivative asset recorded in other assets in the Consolidated Statements of Financial Condition. The table below provides data about the carrying values of these derivative instrument assets:
| June 30, 2024 | December 31, 2023 | |||||||
| (In Thousands) | ||||||||
| Derivatives not designated as hedging instruments |
||||||||
| Mortgage Banking Derivatives |
$ | 181 | $ | (4,750 | ) | |||
|
|
|
|
|
|||||
The table below provides data about the amount of gains and losses recognized in income on derivative instruments not designated as hedging instruments. The difference in derivative carrying value at June 30, 2024 and 2023 represents a fair value adjustment that runs through mortgage banking income.
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (In Thousands) | ||||||||||||||||
| Derivatives not designated as hedging instruments |
||||||||||||||||
| Mortgage Banking Derivatives - (Loss) Gain |
$ | (75 | ) | $ | 4,774 | $ | 4,931 | $ | 2,077 | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
Interest Rate Swaps
The Company maintains an interest rate protection program for commercial loan customers. Under this program, the Company provides a customer with a fixed rate loan while creating a variable rate asset for the Company by the customer entering into an interest rate swap with terms that match the loan. The Company offsets its risk exposure by entering into an offsetting interest rate swap with an unaffiliated institution. The Company had interest rate swaps associated with commercial loans with a notional value of $89.6 million and fair value of $2.7 million in other assets and $2.7 million in other liabilities at June 30, 2024. As of December 31, 2023, the Company had interest rate swaps associated with commercial loans with a notional value of $83.7 million and fair value of $2.9 million in other assets and $2.9 million in other liabilities. There wasn’t any noninterest income for the three months ended June 30, 2024. For the six months ended June 30, 2024, $33,000, flowed through noninterest income. For the three and six months ended June 30, 2023, $82,000 and $273,000, respectively, flowed through noninterest income.
Interest Rate Swaps Designated as Cash Flow Hedge and Fair Value Hedge
In May 2021, the Company entered into derivative instruments designated as a cash flow hedge. In June 2023, the Company entered into derivative instruments designated as a fair value hedge and another designated as a cash flow hedge. For a derivative instrument that is designated and qualifies as a cash flow hedge, the change in fair value of the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For a derivative instrument that is designated and qualified as a fair value hedge, the change in fair value is recorded to the hedged item and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.
An interest rate swap with notional amount totaling $250.0 million as of June 30, 2024 was designated as a cash flow hedge to hedge the risk of variability in cash flows (future interest receipts) attributable to changes in the contractually specified SOFR benchmark interest rate on the Company’s floating rate loan pool. The gross aggregate fair value of the swap of $39.1 million is recorded in other liabilities in the unaudited Consolidated Balance Sheets at June 30, 2024, with changes in fair value recorded net of tax in other comprehensive income (loss). As of December 31, 2023, the gross aggregate fair value of the swap of $34.6 million was recorded in other liabilities in the Consolidated Balance Sheets. A summary of the interest rate swap designated as a cash flow hedge is presented below (dollars in thousands):
| June 30, 2024 | December 31, 2023 | |||||||
| Notional amount |
$ | 250,000 | $ | 250,000 | ||||
| Weighted average fixed receive rates |
1.437 | % | 1.437 | % | ||||
| Weighted average variable 1-month SOFR pay rates |
5.465 | % | 5.475 | % | ||||
| Weighted average remaining maturity (in years) |
6.3 | 6.9 | ||||||
| Fair value |
$ | (39,134 | ) | $ | (34,575 | ) | ||
Three $125.0 million interest rate swaps with a notional amount totaling $375.0 million as of June 30, 2024 were designated as fair value hedges to mitigate the risk of further interest rate increases and the subsequent impact on the valuation of the $1.3 billion associated pool of fixed rate mortgages. The gross aggregate fair value of the swaps of $3.2 million are recorded in other assets in the unaudited Consolidated Balance Sheets at June 30, 2024, with changes in fair value offsetting to the fixed rate mortgage loan pool. As of December 31, 2023, the gross aggregate fair value of the swap of $0.8 million was recorded in other assets in the Consolidated Balance Sheets. The Company expects the hedges to remain effective during the remaining terms of the swaps. A summary of the interest rate swaps designated as fair value hedges are presented below (dollars in thousands):
| June 30, 2024 | December 31, 2023 | |||||||
| Notional amount Fair Value Hedge |
$ | 375,000 | $ | 375,000 | ||||
| Weighted average fixed pay rates |
4.113 | % | 4.113 | % | ||||
| Weighted average variable SOFR receive rates |
5.337 | % | 5.350 | % | ||||
| Weighted average remaining maturity (in years) |
1.6 | 2.2 | ||||||
| Fair value |
$ | 3,180 | $ | (817 | ) | |||
An interest rate swap with a notional amount totaling $125.0 million as of June 30, 2024 was designated as a cash flow hedge to hedge the risk of variability in cash flows attributable to changes in the contractually specified benchmark interest rate on the Company’s short-term fixed rate FHLB advances. The gross aggregate fair value of the swap of $0.9 million is recorded in other assets in the unaudited Consolidated Balance Sheets at June 30, 2024, with changes recorded net of tax in other comprehensive income (loss). As of December 31, 2023, the gross aggregate fair value of the swaps of $0.3 million was recorded in other liabilities in the Consolidated Balance Sheets. The Company expects the hedge to remain effective during the remaining term of the swap. A summary of the interest rate swap designated as a cash flow hedge is presented below (dollars in thousands):
| June 30, 2024 | December 31, 2023 | |||||||
| Notional amount Cash Flow Hedge |
$ | 125,000 | $ | 125,000 | ||||
| Weighted average fixed pay rates |
4.160 | % | 4.160 | % | ||||
| Weighted average variable SOFR receive rates |
5.337 | % | 5.350 | % | ||||
| Weighted average remaining maturity (in years) |
0.8 | 1.4 | ||||||
| Fair value |
$ | 893 | $ | 300 | ||||
| 16. | Other Comprehensive Income (Loss) |
The before and after tax amounts allocated to each component of other comprehensive income (loss) are presented in the table below. Reclassification adjustments related to securities available for sale are included in gains on sale of securities in the accompanying consolidated condensed statements of income. Reclassification adjustments related to cash flow hedges are included in interest income or interest expense in the accompanying consolidated condensed statements of income.
| Before Tax Amount |
Tax (Expense) Benefit |
Net of Tax Amount |
||||||||||
| (In Thousands) | ||||||||||||
| Three Months Ended June 30, 2024 |
||||||||||||
| Securities available for sale and transferred securities: |
||||||||||||
| Change in net unrealized gain/loss during the period |
$ | (1,134 | ) | $ | 238 | $ | (896 | ) | ||||
| Reclassification adjustment for net gain/loss included in net income |
— | — | — | |||||||||
| Cash flow hedge derivatives |
||||||||||||
| Change in net unrealized gain/loss during the period |
(2,261 | ) | 474 | (1,787 | ) | |||||||
| Reclassification adjustment for net gain/loss included in net income |
2,183 | (457 | ) | 1,726 | ||||||||
|
|
|
|
|
|
|
|||||||
| Total other comprehensive income (loss) |
$ | (1,212 | ) | $ | 255 | $ | (957 | ) | ||||
|
|
|
|
|
|
|
|||||||
| Six Months Ended June 30, 2024 |
||||||||||||
| Securities available for sale and transferred securities: |
||||||||||||
| Change in net unrealized gain/loss during the period |
$ | (7,830 | ) | $ | 1,644 | $ | (6,186 | ) | ||||
| Reclassification adjustment for net gain/loss included in net income |
— | — | — | |||||||||
| Cash flow hedge derivatives |
||||||||||||
| Change in net unrealized gain/loss during the period |
(8,284 | ) | 1,739 | (6,545 | ) | |||||||
| Reclassification adjustment for net gain/loss included in net income |
4,319 | (907 | ) | 3,412 | ||||||||
|
|
|
|
|
|
|
|||||||
| Total other comprehensive income (loss) |
$ | (11,795 | ) | $ | 2,476 | $ | (9,319 | ) | ||||
|
|
|
|
|
|
|
|||||||
| Before Tax Amount |
Tax (Expense) Benefit |
Net of Tax Amount |
||||||||||
| (In Thousands) | ||||||||||||
| Three Months Ended June 30, 2023 |
||||||||||||
| Securities available for sale and transferred securities: |
||||||||||||
| Change in net unrealized gain/loss during the period |
$ | (15,290 | ) | $ | 3,211 | $ | (12,079 | ) | ||||
| Reclassification adjustment for net gain/loss included in net income |
7 | (1 | ) | 6 | ||||||||
| Cash flow hedge derivatives |
||||||||||||
| Change in net unrealized gain/loss during the period |
(10,483 | ) | 2,435 | (8,048 | ) | |||||||
| Reclassification adjustment for net gain/loss included in net income |
6,409 | (1,300 | ) | 5,109 | ||||||||
|
|
|
|
|
|
|
|||||||
| Total other comprehensive income (loss) |
$ | (19,357 | ) | $ | 4,345 | $ | (15,012 | ) | ||||
|
|
|
|
|
|
|
|||||||
| Six Months Ended June 30, 2023 |
||||||||||||
| Securities available for sale and transferred securities: |
||||||||||||
| Change in net unrealized gain/loss during the period |
$ | 3,109 | $ | (653 | ) | $ | 2,456 | |||||
| Reclassification adjustment for net gain/loss included in net income |
(27 | ) | 6 | (21 | ) | |||||||
| Cash flow hedge derivatives |
||||||||||||
| Change in net unrealized gain/loss during the period |
(1,897 | ) | 632 | (1,265 | ) | |||||||
| Reclassification adjustment for net gain/loss included in net income |
4,460 | (891 | ) | 3,569 | ||||||||
|
|
|
|
|
|
|
|||||||
| Total other comprehensive income (loss) |
$ | 5,645 | $ | (906 | ) | $ | 4,739 | |||||
|
|
|
|
|
|
|
|||||||
Activity in accumulated other comprehensive income (loss), net of tax, was as follows:
| Securities Available For Sale |
Post- retirement Benefit |
Cash Flow Hedge Derivatives |
Accumulated Other Comprehensive Income (Loss) |
|||||||||||||
| (In Thousands) | ||||||||||||||||
| Balance January 1, 2024 |
$ | (127,033 | ) | $ | 393 | $ | (27,079 | ) | $ | (153,719 | ) | |||||
| Other comprehensive income (loss) before reclassifications |
(6,186 | ) | — | (6,545 | ) | (12,731 | ) | |||||||||
| Amounts reclassified from accumulated other comprehensive income |
— | — | 3,412 | 3,412 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net other comprehensive income (loss) during period |
(6,186 | ) | — | (3,133 | ) | (9,319 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance June 30, 2024 |
$ | (133,219 | ) | $ | 393 | $ | (30,212 | ) | $ | (163,038 | ) | |||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance January 1, 2023 |
$ | (142,236 | ) | $ | 402 | $ | (31,626 | ) | $ | (173,460 | ) | |||||
| Other comprehensive income (loss) before reclassifications |
2,456 | — | (1,265 | ) | 1,191 | |||||||||||
| Amounts reclassified from accumulated other comprehensive income |
(21 | ) | — | 3,569 | 3,548 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net other comprehensive income (loss) during period |
2,435 | — | 2,304 | 4,739 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance June 30, 2023 |
$ | (139,801 | ) | $ | 402 | $ | (29,322 | ) | $ | (168,721 | ) | |||||
|
|
|
|
|
|
|
|
|
|||||||||
Note 17 - Business Combinations
On July 26, 2024, Premier and Wesbanco, Inc. (“Wesbanco”) announced the signing of a definitive merger agreement (the “Merger Agreement”) under which Premier Financial will merge into Wesbanco in a stock-for-stock transaction. Immediately thereafter, the Bank will merge into Wesbanco Bank, Inc., a wholly owned subsidiary of Wesbanco. Under the terms of the Merger Agreement, shareholders of Premier will receive 0.80 shares of Wesbanco common stock for each share of Premier stock. The transaction’s initial implied valuation was approximately $987 million, which was in excess of the Company’s book value as of June 30, 2024. The transaction is expected to close in the first quarter of 2025, subject to approval of shareholders of both Premier and Wesbanco, and regulatory approvals, and the satisfaction or waiver of other customary closing conditions.
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Wesbanco, Inc. (“Wesbanco”) and Premier Financial Corp. (“Premier Financial”), and has been prepared to illustrate the financial effect of the proposed merger of Premier Financial with and into Wesbanco, with Wesbanco being the surviving corporation (the “Merger”). The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of Wesbanco and its subsidiaries and of Premier Financial and its subsidiaries, as an acquisition by Wesbanco of Premier Financial using the acquisition method of accounting (Accounting Standards Codification (ASC) 805 “Business Combinations”) and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of Premier Financial will be recorded by Wesbanco at their respective fair values as of the date the Merger is completed. The pro forma financial information should be read in conjunction with Wesbanco’s Quarterly Report on Form 10-Q for the three and six month periods ended June 30, 2024 and Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which are incorporated by reference herein, and Premier Financial’s Quarterly Report on Form 10-Q for the three and six month periods ended June 30, 2024 and Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which are incorporated by reference herein.
The unaudited pro forma condensed combined financial information set forth below assumes that the Merger was consummated on January 1, 2023 for purposes of the unaudited pro forma condensed combined statements of income and June 30, 2024 for purposes of the unaudited pro forma condensed combined balance sheet and gives effect to the Merger, for purposes of the unaudited pro forma condensed combined statements of income, as if it had been effective during the entire period presented.
These unaudited pro forma condensed combined financial statements reflect the Merger based upon estimated preliminary acquisition accounting adjustments. Actual adjustments will be made as of the effective date of the Merger and, therefore, may differ from those reflected in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial statements included herein are presented for informational purposes only and do not necessarily reflect the financial results of the combined company had the companies actually been combined at the beginning of each period presented. The adjustments included in these unaudited pro forma condensed financial statements are preliminary and may be revised. This information also does not reflect the benefits of the expected cost savings, expense efficiencies or any potential balance sheet restructuring, opportunities to earn additional revenue, potential impacts of current market conditions on revenues, or asset dispositions, among other factors, and includes various preliminary estimates and may not necessarily be indicative of the financial position or results of operations that would have occurred if the Merger had been consummated on the date or at the beginning of the period indicated or which may be attained in the future. The unaudited pro forma condensed combined financial statements and accompanying notes should be read in conjunction with and are qualified in their entirety by reference to the historical consolidated financial statements and related notes thereto of Wesbanco and its subsidiaries and of Premier Financial and its subsidiaries. Such information and notes thereto are incorporated by reference herein.
Wesbanco, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2024
| Wesbanco, Inc. | Premier Financial Corp. |
Transaction Adjustments(1) |
Financing Adjustments(1) |
Pro Forma Combined Wesbanco, Inc. |
||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||
| Assets |
||||||||||||||||||||||||||||
| Cash and cash equivalents |
$ | 486,789 | $ | 155,651 | $ | — | — | $ | 642,440 | |||||||||||||||||||
| Equity securities |
13,091 | 5,559 | — | — | 18,650 | |||||||||||||||||||||||
| Available for sale securities |
2,102,123 | 1,081,120 | — | — | 3,183,243 | |||||||||||||||||||||||
| Held to maturity securities |
1,179,521 | — | — | — | 1,179,521 | |||||||||||||||||||||||
| Gross loans |
12,282,944 | 6,820,742 | (395,160 | ) | (a | ) | — | 18,708,526 | ||||||||||||||||||||
| Allowance for credit losses |
(136,509 | ) | (77,222 | ) | (43,251 | ) | (b | ) | — | (256,982 | ) | |||||||||||||||||
| Goodwill and other intangibles |
1,128,103 | 305,852 | 217,563 | (c | ) | — | 1,651,518 | |||||||||||||||||||||
| Other assets |
1,072,313 | 486,991 | 42,519 | (d | ) | — | 1,601,823 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total Assets |
$ | 18,128,375 | $ | 8,778,693 | $ | (178,329 | ) | $ | — | $ | 26,728,739 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Liabilities and Shareholders’ Equity |
||||||||||||||||||||||||||||
| Deposits |
$ | 13,432,373 | $ | 7,178,554 | $ | — | — | $ | 20,610,927 | |||||||||||||||||||
| Other borrowings |
1,580,757 | 393,000 | (354 | ) | (e | ) | (189,991 | ) | (m | ) | 1,783,412 | |||||||||||||||||
| Subordinated and junior subordinated debt |
279,193 | 85,292 | (4,902 | ) | (f | ) | — | 359,583 | ||||||||||||||||||||
| Other liabilities |
291,773 | 142,718 | 57,699 | (g | ) | — | 492,190 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total Liabilities |
15,584,096 | 7,799,564 | 52,443 | (189,991 | ) | 23,246,112 | ||||||||||||||||||||||
| Preferred stock |
144,484 | — | — | — | 144,484 | |||||||||||||||||||||||
| Common stock |
141,834 | 306 | 59,651 | (h | ) | 15,151 | (n | ) | 216,942 | |||||||||||||||||||
| Capital surplus |
1,628,770 | 689,743 | 114,904 | (i | ) | 174,840 | (n | ) | 2,608,257 | |||||||||||||||||||
| Retained earnings |
1,159,217 | 581,715 | (697,962 | ) | (j | ) | — | 1,042,970 | ||||||||||||||||||||
| Treasury stock |
(294,818 | ) | (129,597 | ) | 129,597 | (k | ) | — | (294,818 | ) | ||||||||||||||||||
| Accumulated other comprehensive loss |
(235,208 | ) | (163,038 | ) | 163,038 | (l | ) | — | (235,208 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total Shareholders’ Equity |
2,544,279 | 979,129 | (230,772 | ) | 189,991 | 3,482,627 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total Liabilities and Shareholders’ Equity |
$ | 18,128,375 | $ | 8,778,693 | $ | (178,329 | ) | $ | — | $ | 26,728,739 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| (1) | See Note B to the notes to the unaudited pro forma condensed combined financial information, Purchase Accounting Adjustments, for additional information and cross-references to the pro forma adjustments. |
See notes to the unaudited pro forma condensed combined financial information.
Wesbanco, Inc.
Unaudited Pro Forma Condensed Combined Statement of Income
For the Six Months Ended June 30, 2024
| Wesbanco, Inc. |
Premier Financial Corp. |
Transaction Adjustments(1) |
Financing Adjustments(1) |
Pro Forma Combined Wesbanco, Inc. |
||||||||||||||||||||||||
| (Dollars in thousands, except per share amounts) | ||||||||||||||||||||||||||||
| Interest Income |
||||||||||||||||||||||||||||
| Loans, including fees |
$ | 342,335 | $ | 176,156 | 38,760 | (o | ) | — | $ | 557,251 | ||||||||||||||||||
| Securities and other |
55,992 | 18,656 | 15,011 | (p | ) | — | 89,659 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total Interest Income |
398,327 | 194,812 | 53,771 | — | 646,910 | |||||||||||||||||||||||
| Interest Expense |
||||||||||||||||||||||||||||
| Deposits |
124,851 | 86,494 | — | — | 211,345 | |||||||||||||||||||||||
| Other borrowings |
42,916 | 9,519 | 233 | (q | ) | (5,500 | ) | (u | ) | 47,168 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total Interest Expense |
167,767 | 96,013 | 233 | (5,500 | ) | 258,513 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Net Interest Income |
230,560 | 98,799 | 53,538 | 5,500 | 388,397 | |||||||||||||||||||||||
| Provision for credit losses |
14,555 | 2,769 | — | — | 17,324 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Net Interest Income After Provision for Credit Losses |
216,005 | 96,030 | 53,538 | 5,500 | 371,073 | |||||||||||||||||||||||
| Non-Interest Income |
61,984 | 24,574 | (2,550 | ) | (w | ) | — | 84,008 | ||||||||||||||||||||
| Non-Interest Expense |
199,585 | 78,108 | 10,627 | (r | ) | — | 288,320 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Income Before Income Taxes |
78,404 | 42,496 | 40,361 | 5,500 | 166,761 | |||||||||||||||||||||||
| Provision for income taxes |
13,795 | 8,531 | 8,476 | (s | ) | 1,155 | (s | ) | 31,957 | |||||||||||||||||||
| Preferred stock dividends |
5,063 | — | — | — | 5,063 | |||||||||||||||||||||||
| Net Income Available to Common Shareholders |
$ | 59,546 | $ | 33,965 | $ | 31,885 | $ | 4,345 | $ | 129,741 | ||||||||||||||||||
| Earnings Per Share |
||||||||||||||||||||||||||||
| Basic |
$ | 1.00 | $ | 0.95 | — | — | $ | 1.36 | ||||||||||||||||||||
| Diluted |
$ | 1.00 | $ | 0.95 | — | — | $ | 1.36 | ||||||||||||||||||||
| Average Shares Outstanding |
||||||||||||||||||||||||||||
| Basic |
59,452,315 | 35,696,000 | (6,915,959 | ) | (t | ) | 7,272,728 | (v | ) | 95,505,084 | ||||||||||||||||||
| Diluted |
59,592,960 | 35,789,000 | (7,008,959 | ) | (t | ) | 7,272,728 | (v | ) | 95,645,729 | ||||||||||||||||||
| (1) | See Note B to the notes to the unaudited pro forma condensed combined financial information, Purchase Accounting Adjustments, for additional information and cross-references to the pro forma adjustments. |
See notes to the unaudited pro forma condensed combined financial information.
Wesbanco, Inc.
Unaudited Pro Forma Condensed Combined Statement of Income
For the Year Ended December 31, 2023
| Wesbanco, Inc. |
Premier Financial Corp. |
Transaction Adjustments(1) |
Financing Adjustments(1) |
Pro Forma Combined Wesbanco, Inc. |
||||||||||||||||||||||||
| (Dollars in thousands, except per share amounts) | ||||||||||||||||||||||||||||
| Interest Income |
||||||||||||||||||||||||||||
| Loans, including fees |
$ | 596,852 | $ | 332,208 | 91,083 | (o | ) | — | $ | 1,020,143 | ||||||||||||||||||
| Securities and other |
114,664 | 33,302 | 30,023 | (p | ) | — | 177,989 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total Interest Income |
711,516 | 365,510 | 121,106 | — | 1,198,132 | |||||||||||||||||||||||
| Interest Expense |
||||||||||||||||||||||||||||
| Deposits |
151,823 | 122,407 | — | — | 274,230 | |||||||||||||||||||||||
| Other borrowings |
78,355 | 26,010 | 821 | (q | ) | (11,000 | ) | (u | ) | 94,186 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total Interest Expense |
230,178 | 148,417 | 821 | (11,000 | ) | 368,416 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Net Interest Income |
481,338 | 217,093 | 120,285 | 11,000 | 829,716 | |||||||||||||||||||||||
| Provision for credit losses |
17,734 | 5,234 | 70,665 | (y | ) | — | 93,633 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Net Interest Income After Provision for Credit Losses |
463,604 | 211,859 | 49,620 | 11,000 | 736,083 | |||||||||||||||||||||||
| Non-Interest Income |
120,447 | 90,849 | (5,100 | ) | (w | ) | — | 206,196 | ||||||||||||||||||||
| Non-Interest Expense |
390,002 | 163,231 | 80,420 | (x | ) | — | 633,653 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Income Before Income Taxes |
194,049 | 139,477 | (35,900 | ) | 11,000 | 308,626 | ||||||||||||||||||||||
| Provision for income taxes |
35,017 | 28,182 | (7,539 | ) | (s | ) | 2,310 | (s | ) | 57,970 | ||||||||||||||||||
| Preferred stock dividends |
10,125 | — | — | — | 10,125 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Net Income Available to Common Shareholders |
$ | 148,907 | $ | 111,295 | $ | (28,361 | ) | $ | 8,690 | $ | 240,531 | |||||||||||||||||
| Earnings Per Share |
||||||||||||||||||||||||||||
| Basic |
$ | 2.51 | $ | 3.11 | — | — | $ | 2.52 | ||||||||||||||||||||
| Diluted |
$ | 2.51 | $ | 3.11 | — | — | $ | 2.52 | ||||||||||||||||||||
| Average Shares Outstanding |
||||||||||||||||||||||||||||
| Basic |
59,303,210 | 35,693,000 | (6,912,959 | ) | (t | ) | 7,272,728 | (v | ) | 95,355,979 | ||||||||||||||||||
| Diluted |
59,427,989 | 35,781,000 | (7,000,959 | ) | (t | ) | 7,272,728 | (v | ) | 95,480,758 | ||||||||||||||||||
| (1) | See Note B to the notes to the unaudited pro forma condensed combined financial information, Purchase Accounting Adjustments, for additional information and cross-references to the pro forma adjustments. |
See notes to the unaudited pro forma condensed combined financial information.
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
Note A — Basis of Pro Forma Presentation
On July 25, 2024, Wesbanco entered into an agreement and plan of merger (the “Merger Agreement”) with Premier Financial. Under the terms of the Merger Agreement, Wesbanco will exchange 0.80 shares of its common stock for each share of Premier Financial common stock. The receipt by Premier Financial shareholders of shares of Wesbanco common stock in exchange for their shares of Premier Financial common stock is anticipated to qualify as a tax-free exchange. The transaction, approved by the directors of both companies, is valued at approximately $864.6 million. This value is based on Wesbanco’s closing stock price on September 12, 2024 of $30.04. Considering the range of Wesbanco stock prices since the announcement of the Merger, the value of the transaction at closing may or may not be materially different from the transaction value included in these unaudited pro forma condensed combined financial statements.
The unaudited pro forma condensed combined financial information of Wesbanco’s financial condition and results of operations, including per share data, are presented after giving effect to the Merger. The pro forma financial information assumes that the Merger was consummated on January 1, 2023 for purposes of the unaudited pro forma condensed combined statements of income and on June 30, 2024 for purposes of the pro forma balance sheet and gives effect to the Merger, for purposes of the unaudited pro forma condensed combined statements of income, as if it had been effective during the entire period presented.
The Merger will be accounted for using the acquisition method of accounting; accordingly, the difference between the purchase price over the estimated fair value of the assets acquired (including identifiable intangible assets) and liabilities assumed will be recorded as goodwill.
The pro forma financial information includes estimated adjustments to record the assets and liabilities of Premier Financial at their respective fair values and represents management’s estimates based on available information. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analysis is performed. The final allocation of the purchase price will be determined after the Merger is completed and after completion of a final analysis to determine the fair values of Premier Financial’s tangible, and identifiable intangible assets and liabilities as of the closing date.
Funding for the Merger is included in the pro forma adjustments as follows (in thousands):
| Fair value of Wesbanco shares to be issued, net of equity issuance costs |
$ | 861,270 | ||
| Stock based compensation to be converted to Wesbanco stock |
3,282 | |||
| Stock options to be paid out in cash |
53 | |||
|
|
|
|||
| Total purchase price |
$ | 864,605 | ||
|
|
|
Note B — Purchase Accounting Adjustments
The pro forma adjustments include the purchase accounting entries to record the Merger. The excess of the purchase price over the fair value of the net assets acquired, net of deferred taxes, is allocated to goodwill. Estimated fair value adjustments included in the pro forma financial statements are based upon available information, and certain assumptions considered reasonable, and may be revised as additional information becomes available. For purposes of this pro forma analysis, fair value adjustments, other than goodwill and loans, are amortized/accreted on either a straight-line basis or under the sum-of-the-years’ digits method over their estimated average remaining lives. Fair value adjustments on loans are amortized/accreted using the effective interest method over the life of the loans. Estimated accretion and amortization on borrowings are based on estimated maturity by type of borrowing. When the actual amortization/accretion is recorded for periods following the closing of the Merger, the effective yield method will be used where appropriate. Tax expense related to the net fair value adjustments is calculated at the statutory 21% tax rate for federal income tax purposes.
Included in the pro forma adjustments are estimated core deposit intangibles of $147.9 million. The core deposit intangibles are separate from goodwill and amortized under the sum-of-the-years’ digits method over an estimated average remaining life of ten (10) years. When the actual amount of core deposit intangibles is determined as of the date of acquisition, which may be more or less than the estimated amount, the sum-of-the-years’ digits method will be used to record amortization over the intangibles’ actual lives. Estimated goodwill totaling $375.6 million is included in the pro forma adjustments, and is not subject to amortization, but will be tested for impairment at least annually, or when impairment indicators are identified.
The allocation of the purchase price is as follows (in thousands):
| Purchase Price: | Proforma Balance Sheet Cross Reference | |||||
| Fair value of Wesbanco shares to be issued net of equity issuance costs |
$ | 864,605 | (h),(i) | |||
| Total purchase price |
864,605 | |||||
| Net tangible assets acquired: |
||||||
| Premier’s shareholders’ equity |
979,129 | (h), (i), (j), (k), (l) | ||||
| Premier’s pre-Merger goodwill and other intangibles |
(305,852 | ) | (c) | |||
|
|
|
|||||
| Total net tangible assets acquired |
673,277 | |||||
| Excess of net purchase price over carrying value of net tangible assets acquired |
191,328 | |||||
| Estimated adjustments to reflect fair values of acquired assets and liabilities: |
||||||
| Reduction on loans, net of elimination of Premier’s allowance for credit losses (ACL) |
367,746 | (a),(b) | ||||
| Estimated core deposit intangible |
(147,852 | ) | (c) | |||
| Decrease to bank premises and equipment |
2,300 | (d) | ||||
| Other acquired assets |
15,795 | (d) | ||||
| Decrease in FHLB borrowings |
(354 | ) | (e) | |||
| Decrease in junior subordinated debt |
(4,902 | ) | (f) | |||
| Net deferred taxes related to fair value adjustments |
(48,498 | ) | (d) | |||
|
|
|
|||||
| Preliminary proforma goodwill resulting from the Merger |
$ | 375,563 | (c) | |||
|
|
|
|||||
The following provides additional details about the methods and assumptions used to determine the pro forma adjustments in the unaudited proforma condensed combined balance sheet and the unaudited proforma condensed combined statements of income. All adjustments are based on current assumptions and/or valuations, which are subject to change.
| (a) | Adjustment to loans reflects the estimated interest rate fair value mark on the portfolio of $324.5 million and credit fair value mark related to non-purchased credit-deteriorated (“PCD”) loans of $70.7 million, based on estimates of expected cash flows, resulting in a discount on Premier Financial’s portfolio. |
| (b) | Adjustment to reflect the elimination of Premier Financial’s ACL totaling $77.2 million, the $49.8 million addition to the ACL attributable to loans identified as PCD and the day 1 recognition of the ACL related to non-PCD loans of $70.7 million which approximates the credit fair value mark related to non-PCD loans. |
| (c) | Goodwill and other intangible assets were adjusted to remove Premier Financial’s goodwill and core deposit intangible assets totaling $305.9 million and to record the estimated goodwill and core deposit intangible asset resulting from the Merger of $375.6 million and $147.9 million, respectively. |
| (d) | Adjustments to other assets represents mortgage servicing rights adjusted to fair value, bank premises and equipment adjusted to appraisals and the recording of the estimated net deferred tax asset resulting from the Merger. |
| (e) | Adjustment to FHLB borrowings to reflect liquidity and interest rate estimates resulting in a discount. |
| (f) | Adjustment to subordinated and junior subordinated debt to reflect liquidity and interest rate estimates resulting in a discount on Premier Financial’s debt. |
| (g) | Adjustment to accrue estimated merger-related expenses expected to be incurred by Wesbanco. |
| (h) | Adjustment to eliminate Premier Financial’s common stock, and to record the issuance at $2.0833 par value to Premier Financial’s shareholders of 28,780,041 shares of Wesbanco common stock. |
| (i) | Adjustment to eliminate Premier Financial’s capital surplus, and to record the issuance of 28,780,041 shares of Wesbanco common stock for the purchase of Premier Financial. |
| (j) | Adjustment to eliminate Premier Financial’s retained earnings, to record the after tax merger costs expected to be incurred by Wesbanco and to record the after-tax provision for credit losses of $70.7 million resulting from the non-PCD loan provision for credit losses recorded immediately following the consummation of the merger. |
| (k) | Adjustment to eliminate Premier Financial’s treasury stock. |
| (l) | Adjustment to eliminate Premier Financial’s accumulated other comprehensive loss. |
| (m) | Adjustment to reflect the payoffs of certain FHLB borrowings from the net proceeds of Wesbanco’s equity capital raise in August 2024. |
| (n) | Adjustment to record the issuance of 7,272,728 shares of Wesbanco common stock at $2.0833 par value related to the Wesbanco’s equity capital raise in August 2024, net of equity issuance costs. |
| (o) | Adjustment to record loan discount accretion of the estimated fair value mark, based on the expected average life of the portfolio. |
| (p) | Adjustment to record investment securities discount accretion of the estimated fair value mark, based on the expected average life of the portfolio. |
| (q) | Adjustment to record discount accretion of the estimated fair value mark over the remaining contractual maturity of the underlying instruments stated term. |
| (r) | Adjustment to record amortization of the estimated core deposit intangible (CDI) over its average life of 10 years and remove Premier Financial’s existing amortization of CDI. |
| (s) | Adjustment to recognize the tax impact of pro forma transaction related adjustments at 21%. |
| (t) | Adjustment to Premier Financial common shares reflecting the conversion ratio of 0.80 at closing. |
| (u) | Adjustment to reverse interest expense on borrowings not incurred due to the pro forma payoffs of certain FHLB borrowings from the proceeds of Wesbanco’s equity capital raise in August 2024. |
| (v) | Adjustment reflecting the issuance of 7,272,728 shares of Wesbanco common stock associated with Wesbanco’s $200.0 million capital raise in August 2024. |
| (w) | Reduction in income due to the impact of lower interchange income on Premier Financial. |
| (x) | Adjustment to record estimated merger related expenses expected to be incurred by Wesbanco and to record amortization of the estimated core deposit intangible (CDI) over its average life of 10 years and remove Premier Financial’s existing amortization of CDI. |
| (y) | To record the provision for credit losses of $70.7 million resulting from the non-PCD loan provision for credit losses recorded immediately following the consummation of the Merger. |
Note C — Cost Savings and Merger-Related Costs
Estimated cost savings, expected to approximate 25.6% of Premier Financial’s annualized pre-tax operating expenses, are excluded from this pro forma analysis. Cost savings are estimated to be realized at 75% in the first full year after the acquisition with the remainder expected to be recognized in subsequent years. In addition, certain estimated merger-related costs are not included in the pro forma combined statements of income as they will be recorded in the combined results of income after completion of the Merger and are not indicative of what the historical results of the combined company would have been had the companies been actually combined during the periods presented. Pre-tax merger-related expenses are estimated to total $71.6 million, of which $13.9 million is estimated to be related to Premier Financial pre-acquisition expenses. The merger-related expenses estimated to be incurred by Wesbanco, totaling $57.7 million, are reflected in the proforma financial statements as an acquired liability. See Note B, Purchase Accounting Adjustments, for additional information.
Note D — Non-GAAP Financial Measures
Wesbanco and Premier Financial believe that the following non-GAAP financial measures used by Wesbanco and Premier Financial provide information useful to investors in understanding operating performance and trends, and facilitate comparisons with the performance of peers. These non-GAAP financial measures are not in accordance with generally accepted accounting principles in the United States and should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures. Further, other
companies may calculate these non-GAAP financial measures differently than Wesbanco and Premier Financial do, which may limit the usefulness of those measures for comparative purposes. The following tables summarize the non-GAAP financial measures derived from amounts reported in Wesbanco’s and Premier Financial’s respective financial statements. These non-GAAP financial measures should be read in conjunction with the audited financial statements and related notes presented in the respective Annual Reports on Form 10-K of Wesbanco and Premier Financial for their respective fiscal years ended December 31, 2023, as well as the unaudited financial statements and related notes presented in the respective Quarterly Reports on Forms 10-Q of Wesbanco and Premier Financial for their respective fiscal quarters ended June 30, 2024, as well as other filings that Wesbanco and Premier Financial have made with the SEC.
Although Wesbanco and Premier Financial believe that these non-GAAP financial measures enhance investors’ understanding of their respective businesses and performances, these non-GAAP financial measures should not be considered an alternative to GAAP.
Wesbanco, Inc.
| (unaudited, dollars in thousands, |
June 30, | December 31, | ||||||||||||||||||||||||||
| 2024 | 2023 | 2023 | 2022 | 2021 | 2020 | 2019 | ||||||||||||||||||||||
| Tangible common book value per share: |
||||||||||||||||||||||||||||
| Total shareholders’ equity |
$ | 2,544,279 | $ | 2,464,998 | $ | 2,533,062 | $ | 2,426,662 | $ | 2,693,166 | $ | 2,756,737 | $ | 2,593,921 | ||||||||||||||
| Less: goodwill and other intangible assets net of deferred tax liability |
(1,121,521 | ) | (1,128,371 | ) | (1,124,811 | ) | (1,131,990 | ) | (1,140,111 | ) | (1,149,161 | ) | (1,132,262 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Tangible equity |
1,422,758 | 1,336,627 | 1,408,251 | 1,294,672 | 1,553,055 | 1,607,576 | 1,461,659 | |||||||||||||||||||||
| Less: preferred shareholders’ equity |
(144,484 | ) | (144,484 | ) | (144,484 | ) | (144,484 | ) | (144,484 | ) | (144,484 | ) | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Tangible common equity |
1,278,274 | 1,192,143 | 1,263,767 | 1,150,188 | 1,408,571 | 1,463,092 | 1,461,659 | |||||||||||||||||||||
| Common shares outstanding |
59,579,310 | 59,355,062 | 59,376,435 | 59,198,963 | 62,307,245 | 67,254,706 | 67,824,428 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Tangible common book value per share |
$ | 21.45 | $ | 20.08 | $ | 21.28 | $ | 19.43 | $ | 22.61 | $ | 21.75 | $ | 21.55 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Tangible common equity to tangible assets: |
||||||||||||||||||||||||||||
| Total shareholders’ equity |
$ | 2,544,279 | $ | 2,464,998 | $ | 2,533,062 | $ | 2,426,662 | $ | 2,693,166 | $ | 2,756,737 | $ | 2,593,921 | ||||||||||||||
| Less: goodwill and other intangible assets net of deferred tax liability |
(1,121,521 | ) | (1,128,371 | ) | (1,124,811 | ) | (1,131,990 | ) | (1,140,111 | ) | (1,149,161 | ) | (1,132,262 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Tangible equity |
1,422,758 | 1,336,627 | 1,408,251 | 1,294,672 | 1,553,055 | 1,607,576 | 1,461,659 | |||||||||||||||||||||
| Less: preferred shareholders’ equity |
(144,484 | ) | (144,484 | ) | (144,484 | ) | (144,484 | ) | (144,484 | ) | (144,484 | ) | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Tangible common equity |
1,278,274 | 1,192,143 | 1,263,767 | 1,150,188 | 1,408,571 | 1,463,092 | 1,461,659 | |||||||||||||||||||||
| Total assets |
18,128,375 | 17,772,735 | 17,712,374 | 16,931,905 | 16,927,125 | 16,425,610 | 15,720,112 | |||||||||||||||||||||
| Less: goodwill and other intangible assets net of deferred tax liability |
(1,121,521 | ) | (1,128,371 | ) | (1,124,811 | ) | (1,131,990 | ) | (1,140,111 | ) | (1,149,161 | ) | (1,132,262 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Tangible assets |
$ | 17,006,854 | $ | 16,228,583 | $ | 16,587,563 | 15,799,915 | 15,787,014 | 15,276,449 | 14,587,850 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Tangible common equity to tangible assets |
7.52 | % | 7.35 | % | 7.62 | % | 7.28 | % | 8.92 | % | 9.58 | % | 10.02 | % | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Premier Financial Corp.
| (unaudited, dollars in thousands, |
June 30, | December 31, | ||||||||||||||||||||||||||
| 2024 | 2023 | 2023 | 2022 | 2021 | 2020 | 2019 | ||||||||||||||||||||||
| Tangible common book value per share: |
||||||||||||||||||||||||||||
| Total shareholders’ equity |
$ | 979,129 | $ | 936,971 | $ | 975,627 | $ | 887,721 | $ | 1,023,496 | $ | 982,276 | $ | 426,167 | ||||||||||||||
| Less: goodwill and core deposits and other intangibles |
(305,852 | ) | (309,900 | ) | (307,788 | ) | (337,062 | ) | (342,077 | ) | (348,285 | ) | (103,841 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Tangible common equity |
673,277 | 627,071 | 667,839 | 550,659 | 681,419 | 633,991 | 322,326 | |||||||||||||||||||||
| Common shares outstanding |
35,840,121 | 35,726,703 | 35,729,593 | 35,591,277 | 36,383,613 | 37,291,480 | 19,729,886 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Tangible common book value per share |
$ | 18.79 | $ | 17.55 | $ | 18.69 | $ | 15.47 | $ | 18.73 | $ | 17.00 | $ | 16.34 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Tangible common equity to tangible assets: |
||||||||||||||||||||||||||||
| Total shareholders’ equity |
$ | 979,129 | $ | 936,971 | $ | 975,627 | $ | 887,721 | $ | 1,023,496 | $ | 982,276 | $ | 426,167 | ||||||||||||||
| Less: goodwill and core deposits and other intangibles |
(305,852 | ) | (309,900 | ) | (307,788 | ) | (337,062 | ) | (342,077 | ) | (348,285 | ) | (103,841 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| Tangible common equity |
673,277 | 627,071 | 667,839 | 550,659 | 681,419 | 633,991 | 322,326 | |||||||||||||||||||||
| Total assets |
8,778,693 | 8,616,211 | 8,625,949 | 8,455,342 | 7,481,402 | 7,211,734 | 3,468,992 | |||||||||||||||||||||
| Less: goodwill and core deposits and other intangibles |
(305,852 | ) | (309,900 | ) | (307,788 | ) | (337,062 | ) | (342,077 | ) | (348,285 | ) | (103,841 | ) | ||||||||||||||
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| Tangible assets |
8,472,841 | 8,306,311 | 8,318,161 | 8,118,280 | 7,139,325 | 6,863,449 | 3,365,151 | |||||||||||||||||||||
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| Tangible common equity to tangible assets |
7.95 | % | 7.55 | % | 8.03 | % | 6.78 | % | 9.54 | % | 9.24 | % | 9.58 | % | ||||||||||||||
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