WesBanco Announces Increased Earnings

WHEELING, W.Va., Oct. 23, 2012 /PRNewswire/ -- Paul M. Limbert, President and Chief Executive Officer of WesBanco, Inc. (NASDAQ Global Market: WSBC), a Wheeling, West Virginia based multi-state bank holding company, today announced increased earnings for the three and nine months ended September 30, 2012.

Net income for the quarter ended September 30, 2012 was $12.9 million compared to $11.0 million for the same period of 2011, representing an increase of 17.2%, while diluted earnings per share were $0.48, as compared to $0.41 per share for the third quarter of 2011.  For the nine month period ended September 30, 2012, net income was $36.9 million as compared to $33.2 million for the same period in 2011, representing an increase of 11.2%, while diluted earnings per share were $1.38, as compared to $1.25 per share for the nine months ended September 30, 2011.

Mr. Limbert commented, "The third quarter of 2012 included many accomplishments resulting in solid growth in WesBanco earnings.  The second consecutive quarter of loan growth and reductions in the cost of funds provided an increase in net interest income compared to last quarter.  Credit quality improvements have resulted in a lower loan loss provision in this quarter which contributed to improved earnings.  Credit quality continues to improve with non-performing loans decreasing in each of the last three quarters while criticized and classified loans have decreased for four consecutive quarters.

"We are pleased with our progress in the acquisition process of Fidelity Bancorp, Inc. ("Fidelity").  The transaction is moving through the regulatory approval process and we anticipate a shareholder meeting for Fidelity's shareholders on November 27, 2012 to consider the transaction."

Net Interest Income

Net interest income continues to be affected by the low interest rate environment and competition; however WesBanco has been able to maintain a relatively stable net interest margin for the first nine months of 2012 in the range of 3.5% to 3.6%.  Net interest income increased 0.4% to $41.7 million in the third quarter of 2012 compared to the second quarter of 2012 due to portfolio loan growth in both the second and third quarters of the current year.  Average loans increased $79.6 million or 2.4% in the third quarter compared to the second quarter of 2012.  Net interest income decreased $1.2 million or 2.8% in the third quarter of 2012 and $2.4 million in the first nine months of 2012 compared to the same periods in 2011 due to the low interest rate environment. However, average earning assets increased $102.5 million or 2.1% in the third quarter and 2.5% in the year-to-date period, including the growth in portfolio loans, while the cost of funds continued to decline as a result of lower rates paid on deposit accounts, growth in non-interest bearing and lower-cost demand deposits, and a reduction in higher-cost FHLB borrowings.

Provision and Allowance for Credit Losses

WesBanco has continued to improve credit quality during the third quarter of 2012.  The provision for credit losses was $4.5 million and $16.6 million for the third quarter and first nine months of 2012, respectively, compared to $10.8 million and $25.7 million for the same periods of 2011.  The third quarter provision decreased $1.4 million compared to the previous quarter.  The decrease in the provision is supported by reductions in net charge-offs, as well as non-performing, classified and criticized loans.  Total non-performing loans represented 1.76% of total loans at September 30, 2012 compared to 2.08% at June 30, 2012 and 2.60% at September 30, 2011.  The allowance for loan losses to non-performing loans, loans past due and classified and criticized loans at September 30, 2012 is at the highest level in over two years.

Total non-performing loans at September 30, 2012 decreased $9.0 million or 13.2% from June 30, 2012 and $25.1 million or 29.8% from September 30, 2011.  Classified and criticized loans decreased $25.9 million or 11.6% from June 30, 2012 and $73.3 million or 27.1% from September 30, 2011.  Loan sales in the third quarter decreased non-performing loans by $4.2 million and classified and criticized loans by $5.1 million. From September 30, 2011, loan sales decreased non-performing loans by $9.3 million and classified and criticized loans by $10.2 million. Loans past due 30 days or more and accruing interest represented 0.62% of total portfolio loans at September 30, 2012 compared to 0.93% at September 30, 2011.  Net charge-offs for the third quarter of 2012 were $4.6 million compared to $6.8 million for the previous quarter and $17.4 million for the third quarter of 2011.  Net charge-offs for the first nine months of 2012 were $18.0 million compared to $32.6 million for the same period of 2011.  Annualized net charge-offs for the third quarter and first nine months of 2012 represent 0.54% and 0.73% of average portfolio loans, respectively, compared to 2.11% and 1.33% for the same periods of 2011. 

Non-Interest Income and Non-Interest Expense

Non-interest income increased $1.4 million or 9.3% in the third quarter of 2012 and $3.1 million or 6.9% in the nine month period ended September 30, 2012 compared to the same periods in 2011.  For the third quarter of 2012, trust fees increased 11.1% as an organization-wide coordination of trust and investment development activities increased assets under management.  Net gains on sales of mortgage loans increased $0.7 million in the third quarter and $0.6 million year-to-date due to increased volume and margins on loans sold.  Electronic banking fees increased 6.2% in the third quarter and 13.9% in the first nine months of 2012 due to increased transaction volumes.  The net gain (loss) on other real estate owned improved $0.7 million in the year-to-date period.  Net security gains were $0.3 million in the third quarter and $1.7 million year-to-date. These improvements were partially offset by decreases in service charges on deposits of $0.5 million in the third quarter and $1.4 million in the first nine months of 2012, primarily from decreases in customer overdraft fees.

Non-interest expense increased by 3.6% in the first nine months of 2012 compared to the same period in 2011 due to $1.5 million recorded in the third quarter for restructuring and merger-related expenses.  Expenses related to the Fidelity merger were $0.7 million and restructuring costs associated with the pending closure of six branch offices in the fourth quarter were $0.8 million.  In addition, salaries and wages increased $1.0 million due to routine annual adjustments to compensation, and employee benefits expense increased $2.7 million from increased pension and employee health insurance costs.  Partially offsetting these increases were reduced FDIC insurance of $0.8 million, and reductions in many other expense categories.

Financial Condition

Total assets at September 30, 2012 increased 1.4% or $74.8 million over the comparable period in 2011 and increased $40.9 million from the prior year-end.  Increases over the last year were primarily from increases in portfolio loans of $112.6 million or 3.5%, most of which occurred in the second and third quarters of 2012. The loan increases and declines in FHLB borrowings were funded by deposit growth and decreases in cash and investments in securities.  Portfolio loans increased as a result of growth in commercial, commercial real estate and residential mortgage lending.  Loan production increased 29.6% in the first nine months of 2012 compared to the same period of 2011. 

WesBanco continued to strengthen its regulatory capital ratios with tier I leverage at 9.11%, tier I risk-based capital at 13.20%, and total risk-based capital at 14.45%, all of which consistently improved over the last three years.  Both consolidated and bank-level regulatory capital ratios are well above the applicable "well-capitalized" standards promulgated by bank regulators.  Total tangible equity to tangible assets (non-GAAP measure) was 7.13% at September 30, 2012, a 41 basis point increase from a year ago.  WesBanco recently increased its quarterly dividend $0.01 per share to $0.18 per share which was paid on October 1, 2012.  This is the fourth increase in the last 18 months representing a total increase in the dividend of 29% during this period.

On July 19, 2012, WesBanco and Fidelity, a Pittsburgh-based bank with $0.7 billion in assets and 13 branches, jointly announced that a definitive Agreement and Plan of Merger was executed providing for the merger of Fidelity with and into WesBanco. Under the terms of the Agreement and Plan of Merger, WesBanco will exchange 0.8275 shares of its common stock and $4.50 in cash for each share of Fidelity common stock. The receipt by Fidelity shareholders of shares of WesBanco common stock in exchange for their shares of Fidelity common stock is anticipated to qualify as a tax-free exchange. WesBanco expects the combination to be accretive to 2013 earnings per share, excluding merger-related expenses. The transaction, approved by the directors of both companies, currently is valued at approximately $68.7 million. The acquisition is subject to the approvals of the appropriate banking regulatory authorities and the shareholders of Fidelity. It is currently anticipated that the transaction will be completed on or about December 31, 2012.

WesBanco is a multi-state bank holding company with total assets of approximately $5.6 billion, operating through 112 branch locations and 104 ATMs in West Virginia, Ohio, and Pennsylvania.  WesBanco's banking subsidiary is WesBanco Bank, Inc., headquartered in Wheeling, West Virginia.  WesBanco also operates an insurance brokerage company, WesBanco Insurance Services, Inc., and a full service broker/dealer, WesBanco Securities, Inc.

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, 2011 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, 2012 and June 30, 2012, respectively, 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 businesses of WesBanco and Fidelity 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 Fidelity may not be fully realized within the expected timeframes; disruption from the merger of WesBanco and Fidelity may make it more difficult to maintain relationships with clients, associates, or suppliers; 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 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; internet hacking; 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.

Additional Information About the Merger and Where to Find It

In connection with the proposed Merger, WesBanco filed with the SEC a Registration Statement on Form S-4 that became effective October 18, 2012 that includes a Proxy Statement of Fidelity and a Prospectus of WesBanco, as well as other relevant documents concerning the proposed transaction. INVESTORS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER 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 Proxy Statement/Prospectus will be mailed to shareholders of Fidelity prior to the Fidelity shareholder meeting, which will be held on November 27, 2012. In addition, the Registration Statement on Form S-4, which includes the Proxy Statements/Prospectus, and other related documents may be obtained for free at the SEC's website at http://www.sec.gov, on the NASDAQ website at http://www.nasdaq.com and from either WesBanco's or Fidelity's website at http://www.wesbanco.com or http://www.fidelitybancorp-pa.com, respectively.

WesBanco and Fidelity and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of Fidelity in connection with the proposed Merger. Information about the directors and executive officers of Fidelity will be included in the Proxy Statement/Prospectus and may be found in the proxy statement for Fidelity's annual meeting of shareholders filed with the SEC on January 11, 2012. Information about any other persons who may, under the rules of the SEC, be considered participants in the solicitation of Fidelity shareholders in connection with the proposed Merger will be included in the Proxy Statement/Prospectus. You can find information about WesBanco's directors and executive officers in the proxy statement for WesBanco's annual meeting of shareholders filed with the SEC on March 14, 2012. You can obtain free copies of these documents from the SEC, WesBanco or Fidelity using the website information above.

INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS WITH RESPECT TO THE PROPOSED MERGER.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities.

WESBANCO, INC.







Consolidated Selected Financial Highlights






Page 4

(unaudited, dollars in thousands, except shares and per share amounts)


























For the Three Months Ended


For the Nine Months Ended

STATEMENT OF INCOME

September 30,


September 30,

Interest and dividend income

2012


2011


% Change


2012


2011


% Change


Loans, including fees

$             41,423


$           44,191


(6.26%)


$       124,345


$         133,051


(6.54%)


Interest and dividends on securities:














Taxable 

7,722


9,032


(14.50%)


24,784


27,171


(8.79%)



Tax-exempt

3,113


3,019


3.11%


9,270


9,051


2.42%




Total interest and dividends on securities

10,835


12,051


(10.09%)


34,054


36,222


(5.99%)


Other interest income 

30


45


(33.33%)


115


154


(25.32%)

          Total interest and dividend income

52,288


56,287


(7.10%)


158,514


169,427


(6.44%)

Interest expense













Interest bearing demand deposits

397


462


(14.07%)


1,132


1,673


(32.34%)


Money market deposits

487


1,121


(56.56%)


1,786


3,693


(51.64%)


Savings deposits

202


332


(39.16%)


697


1,169


(40.38%)


Certificates of deposit

6,450


7,728


(16.54%)


20,050


23,707


(15.43%)




Total interest expense on deposits

7,536


9,643