WSBC WesBanco Inc

Strong sequential quarter deposit growth of 12.1% annualized and loan growth of 6.3% annualized

WHEELING, W.Va., Oct. 23, 2024 /PRNewswire/ -- WesBanco, Inc. ("WesBanco" or "Company") (Nasdaq: WSBC), a diversified, multi-state bank holding company, today announced net income and related earnings per share for the three and nine months ended September 30, 2024. Net income available to common shareholders for the third quarter of 2024 was $34.7 million, with earnings per share of $0.54, compared to $34.3 million and $0.58 per share, respectively, for the third quarter of 2023. For the nine months ended September 30, 2024, net income was $94.3 million, or $1.54 per share, compared to $116.5 million, or $1.96 per share, for the 2023 period. As noted in the following table, net income available to common shareholders, excluding after-tax restructuring and merger-related expenses, for the nine months ended September 30, 2024 was $98.8 million, or $1.61 per share, as compared to $119.5 million, or $2.01 per share (non-GAAP measures).

Financial and operational highlights during the quarter ended September 30, 2024:

• Total loan growth was 10.0% year-over-year and 6.3% over the sequential quarter, annualized
  • Total loans are up $1.1 billion over the last year, driven by commercial loan growth
• Deposits of $13.8 billion increased 5.7% year-over-year and 12.1% over the sequential quarter, annualized
  • Deposit growth, excluding certificates of deposit, increased 2.2% year-over-year and 4.3% over the sequential quarter, annualized
  • Average loans to average deposits were 90.6%, providing continued capacity to fund loan growth
• Trust fees and net securities brokerage revenue increased $1.1 million combined year-over-year reflecting growth in Trust and Investment Services ("WTIS") assets under management and broker-dealer securities account values (including annuities), respectively, from organic growth and market appreciation
  • WTIS assets under management increased 21.7% year-over-year to a record $6.1 billion
  • Broker-dealer securities account values increased 15.8% year-over-year to a record $1.9 billion
• Key credit quality metrics continued to remain at low levels and favorable to peer bank averages (based upon the prior four quarters for banks with total assets between $10 billion and $25 billion)
• The acquisition of Premier Financial Corp. remains on track, pending regulatory and shareholder approvals
• WesBanco was recently named one of America's Greatest Workplaces for Parents and Families by Newsweek

"WesBanco marked strong momentum in the third quarter, driven by strategic actions that continue to strengthen our balance sheet, including robust deposit and loan growth and the pay down of higher cost borrowings. Over the last year, WesBanco has grown loans by $1.1 billion and deposits by $0.7 billion, reflecting the strength of our people, markets and strategies," said Jeff Jackson, President and Chief Executive Officer, WesBanco. "We are focused on organic growth and efficiency gains to achieve positive operating leverage. We also successfully raised $200 million of common equity during the quarter to position WesBanco for future growth. With the pending acquisition of Premier Financial, we expect to accelerate our positive momentum, build on their legacy of community engagement and support, and together bring the resources of a larger and stronger financial services organization to all of our communities."

Balance Sheet
As of September 30, 2024, portfolio loans were $12.5 billion, which increased $1.1 billion, or 10.0%, year-over-year driven by strong performance from our commercial and residential lending teams. Total commercial loans of $8.9 billion increased 11.9% year-over-year and 7.5% quarter-over-quarter annualized. Commercial loan growth continues to reflect the success of our strategies, as well as lower commercial real estate payoffs, which have totaled approximately $185 million year-to-date. Total residential lending reflects increased mortgage origination production and home equity line of credit usage.

Deposits, as of September 30, 2024, were $13.8 billion, up 5.7% year-over-year and up 12.1% annualized from June 30, 2024, reflecting the success of our summer deposit gathering and retention campaign. The composition of total deposits continues to have some mix shift; however, total demand deposits continue to represent 54% of total deposits, with the non-interest bearing component representing 27%, which remains consistent with the percentage range prior to the pandemic. When excluding certificate of deposits, total deposits increased 2.2% year-over-year and 4.3% quarter-over-quarter annualized.

Federal Home Loan Bank borrowings totaled $1.2 billion, at September 30, 2024, a decrease of 20.3%, or $300.0 million from June 30, 2024. This decrease was driven by deposit growth exceeding loan growth and $200 million of equity raised in the third quarter.

Credit Quality
As of September 30, 2024, total loans past due, criticized and classified loans, non-performing loans, and non-performing assets as percentages of the loan portfolio and total assets have remained low, from a historical perspective, and within a consistent range through the last three years. Total loans past due as a percent of the loan portfolio increased 20 basis points quarter-over-quarter to 0.44%, while non-performing assets as a percentage of total assets declined slightly from the prior quarter and year periods. The third quarter provision for credit losses declined both year-over-year and sequentially to $4.8 million. The allowance for credit losses to total portfolio loans at September 30, 2024 increased to 1.13% of total loans, or $140.9 million, primarily due to higher unemployment assumptions and other qualitative adjustments. Excluded from the allowance for credit losses and related coverage ratio are fair market value adjustments on previously acquired loans representing 0.09% of total loans.

Net Interest Margin and Income
The year-to-date net interest margin improved 1 basis point to 2.94% compared to the second quarter period. The third quarter margin of 2.95% remained stable compared to the second quarter and reflected both higher loan yields and higher funding costs. On a year-over-year basis, the net interest margin was 8 basis points lower primarily due to higher funding costs from the remix of non-interest bearing deposits into higher tier money market and certificate of deposit accounts during the back half of 2023. Deposit funding costs were 285 basis points for the third quarter of 2024, and, when including non-interest bearing deposits, deposit funding costs were 205 basis points.

Net interest income for the third quarter of 2024 was $121.1 million, an increase of $3.5 million, or 2.9% year-over-year, reflecting the impact of loan growth and higher loan and securities yields more than offsetting higher funding costs. For the nine months ended September 30, 2024, net interest income of $351.7 million decreased $11.9 million, or 3.3%, primarily due to higher funding costs offsetting the impact of loan growth and higher loan and securities yields in the year-to-date period.

Non-Interest Income
For the third quarter of 2024, non-interest income of $29.6 million decreased $1.3 million, or 4.1%, from the third quarter of 2023 due to lower net swap fee and valuation income. Gross swap fees were $1.1 million in the third quarter, compared to $2.5 million in the prior year period, while fair value adjustments were a $1.7 million loss compared to a gain of $1.4 million, respectively. Service charges on deposits increased $1.2 million year-over-year, reflecting fee income from new products and services and increased general consumer spending. Trust fees increased $0.8 million, reflecting higher assets under management from organic growth and market appreciation.

Primarily reflecting the items discussed above, as well as mortgage banking income, non-interest income, for the nine months ended September 30, 2024, increased $1.2 million, or 1.4%, year-over-year to $91.6 million. Mortgage banking income increased $1.0 million year-over-year due to a wider gain-on-sale margin for residential mortgages sold in the secondary market.

Non-Interest Expense
Non-interest expense, excluding restructuring and merger-related costs, for the three months ended September 30, 2024 were $99.2 million, a $1.9 million, or 2.0%, increase year-over-year primarily due to increases in other operating expenses and equipment and software expenses. Other operating expenses increased $1.5 million primarily due to higher costs and fees in support of loan growth and higher other miscellaneous expenses. Equipment and software expense increased $1.0 million reflecting the impact of the prior year ATM upgrades, which were phased in throughout the prior year. Salaries and wages decreased $0.5 million compared to the prior year period due to lower staffing levels associated with efficiency improvements in the mortgage and branch staffing models, partially offset by normal compensation merit adjustments. Employee benefits decreased $0.4 million due to lower health insurance costs driven by lower staffing levels, as compared to the prior year period.

Excluding restructuring and merger-related expenses, non-interest expense during the first nine months of 2024 of $295.0 million increased $8.3 million, or 2.9%, compared to the prior year period, due primarily to other operating expenses and equipment and software expense, as described above, and higher FDIC insurance expense. FDIC insurance increased $1.7 million year-over-year due to due to an increase in the minimum rate for all banks.

Capital
As previously disclosed in conjunction with the announcement of the pending acquisition of Premier Financial Corp., WesBanco successfully raised $200 million of common equity, on August 1, 2024, to support the pro-forma bank's balance sheet, regulatory ratios, and future growth. The equity was raised from a blend of existing and new institutional shareholders and adds long-term support to WesBanco's shareholder base, as well as providing additional liquidity. The proceeds were subsequently used to pay down Federal Home Loan Bank borrowings.

WesBanco continues to maintain what we believe are strong regulatory capital ratios, as both consolidated and bank-level regulatory capital ratios are well above the applicable "well-capitalized" standards promulgated by bank regulators and the BASEL III capital standards. At September 30, 2024, Tier I leverage was 10.69%, Tier I risk-based capital ratio was 12.89%, common equity Tier 1 capital ratio ("CET 1") was 11.89%, and total risk-based capital was 15.74%. In addition, the tangible common equity to tangible assets ratio increased from 7.52% in the prior sequential quarter to 8.84% due to the common equity raise and strong earnings.

Conference Call and Webcast
WesBanco will host a conference call to discuss the Company's financial results for the third quarter of 2024 at 3:00 p.m. ET on Thursday, October 24, 2024. Interested parties can access the live webcast of the conference call through the Investor Relations section of the Company's website, www.wesbanco.com. Participants can also listen to the conference call by dialing 888-347-6607, 855-669-9657 for Canadian callers, or 1-412-902-4290 for international callers, and asking to be joined into the WesBanco call. Please log in or dial in at least 10 minutes prior to the start time to ensure a connection.

A replay of the conference call will be available by dialing 877-344-7529, 855-669-9658 for Canadian callers, or 1-412-317-0088 for international callers, and providing the access code of 7056218. The replay will begin at approximately 5:00 p.m. ET on October 24, 2024 and end at 12 a.m. ET on November 7, 2024. An archive of the webcast will be available for one year on the Investor Relations section of the Company's website (www.wesbanco.com).

Forward-Looking Statements
Forward-looking statements in this report relating to WesBanco's plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The information contained in this report should be read in conjunction with WesBanco's Form 10-K for the year ended December 31, 2023 and documents subsequently filed by WesBanco with the Securities and Exchange Commission ("SEC") including WesBanco's Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024, which are available at the SEC's website, www.sec.gov or at WesBanco's website, www.WesBanco.com. Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed in WesBanco's most recent Annual Report on Form 10-K filed with the SEC under "Risk Factors" in Part I, Item 1A. Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including, without limitation, that the proposed merger with Premier Financial Corp. ("Premier Financial" or "Premier") may not close when expected, that the businesses of WesBanco and Premier 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 merger of WesBanco and Premier may not be fully realized within the expected timeframes; disruption from the proposed merger of WesBanco and Premier 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; Premier's shareholders and/or the Company's shareholders may not approve the proposed Merger; the shareholders of the Company may not approve the issuance of shares of the Company's common stock in connection with the Merger; 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 WesBanco 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 WesBanco's operational and financial performance. WesBanco does not assume any duty to update forward-looking statements.

While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance. All forward-looking statements are necessarily only estimates of future results. Accordingly, actual results may differ materially from those expressed in or contemplated by the particular forward-looking statement, and, therefore, you are cautioned not to place undue reliance on such statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.

Statements in this presentation with respect to the expected timing of and benefits of the proposed merger between WesBanco and Premier, the parties' plans, obligations, expectations, and intentions, and the statements with respect to accretion, earn back of tangible book value, tangible book value dilution and internal rate of return, constitute forward-looking statements as defined by federal securities laws. Such statements are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors including: the businesses of WesBanco and Premier 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 time frames; 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; Premier's stockholders and/or WesBanco's shareholders may not approve the proposed merger and the merger agreement and issuance of shares of WesBanco common stock in the proposed merger, respectively; 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; extended disruption of vital infrastructure; and other factors described in WesBanco's 2023 Annual Report on Form 10-K, Premier's 2023 Annual Report on Form 10-K, and documents subsequently filed by WesBanco and Premier with the Securities and Exchange Commission.

Non-GAAP Financial Measures
In addition to the results of operations presented in accordance with Generally Accepted Accounting Principles (GAAP), WesBanco's management uses, and this presentation contains or references, certain non-GAAP financial measures, such as pre-tax pre-provision income, tangible common equity/tangible assets; net income excluding after-tax restructuring and merger-related expenses; efficiency ratio; return on average assets; and return on average tangible equity. WesBanco believes these financial measures provide information useful to investors in understanding our operational performance and business and performance trends which facilitate comparisons with the performance of others in the financial services industry. Although WesBanco believes that these non-GAAP financial measures enhance investors' understanding of WesBanco's business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. The non-GAAP financial measures contained therein should be read in conjunction with the audited financial statements and analysis as presented in the Annual Report on Form 10-K as well as the unaudited financial statements and analyses as presented in the Quarterly Reports on Forms 10-Q for WesBanco and its subsidiaries, as well as other filings that the company has made with the SEC.

Additional Information about the Merger and Where to Find It
In connection with the proposed merger, WesBanco has filed with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement of WesBanco and Premier and a prospectus of WesBanco, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS OF WESBANCO, SHAREHOLDERS OF PREMIER, 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 WesBanco and shareholders of Premier prior to the respective shareholder meetings, once they are officially noticed. In addition, when the Registration Statement on Form S-4, which will include the Joint Proxy Statement/Prospectus, and other related documents are filed by WesBanco or Premier with the SEC, they may be obtained for free at the SEC's website at http://www.sec.gov, and from either WesBanco's website at https://www.wesbanco.com or Premier's website at https://www.premierfincorp.com/.

No Offer or Solicitation
This presentation 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
WesBanco, Premier, and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of WesBanco and Premier in connection with the proposed merger. Information about the directors and executive officers of WesBanco is set forth in the proxy statement for WesBanco's 2024 annual meeting of shareholders, as filed with the SEC on March 13, 2024. Information about the directors and executive officers of Premier is set forth in the proxy statement for Premier'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 shareholders of WesBanco or Premier 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, WesBanco, or Premier 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.

WESBANCO SHAREHOLDERS AND PREMIER SHAREHOLDERS 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.

About WesBanco, Inc.
With over 150 years as a community-focused, regional financial services partner, WesBanco Inc. (NASDAQ: WSBC) and its subsidiaries build lasting prosperity through relationships and solutions that empower our customers for success in their financial journeys. Customers across our eight-state footprint choose WesBanco for the comprehensive range and personalized delivery of our retail and commercial banking solutions, as well as trust, brokerage, wealth management and insurance services, all designed to advance their financial goals. Through the strength of our teams, we leverage large bank capabilities and local focus to help make every community we serve a better place for people and businesses to thrive. Headquartered in Wheeling, West Virginia, WesBanco has $18.5 billion in total assets, with our Trust and Investment Services holding $6.1 billion of assets under management and securities account values (including annuities) of $1.9 billion through our broker/dealer, as of September 30, 2024. Learn more at www.wesbanco.com and follow @WesBanco on Facebook, LinkedIn and Instagram.