-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U4WVvSFO7dT6z0DLsjPsL7GTToFoq9xvEtgldJiTy7LJRxr6dj8Xgc+ueW4SPfo1 y9j+7O7+b1BJZbvv1fR5PQ== 0000203596-01-500017.txt : 20010724 0000203596-01-500017.hdr.sgml : 20010724 ACCESSION NUMBER: 0000203596-01-500017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010723 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESBANCO INC CENTRAL INDEX KEY: 0000203596 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 550571723 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-08467 FILM NUMBER: 1686047 BUSINESS ADDRESS: STREET 1: 1 BANK PLAZA CITY: WHEELING STATE: WV ZIP: 26003 BUSINESS PHONE: 3042349000 MAIL ADDRESS: STREET 1: ONE BANK PLZ CITY: WHEELING STATE: WV ZIP: 26003 8-K 1 fin8k723.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 23, 2001 -------------- WesBanco, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) West Virginia 0-8467 55-0571723 - ----------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1 Bank Plaza, Wheeling, WV 26003 - --------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (304) 234-9000 ----------------- Former name or former address, if changed since last report Not Applicable ---------------- 2 Item 5. Other Events On July 23, 2001, WesBanco announced second quarter 2001 earnings and regulatory notification. WesBanco's banking subsidiary, WesBanco Bank, Inc., has received preliminary notification from its bank regulatory agency, the Federal Reserve Bank of Cleveland, of a downgrading of the bank's Community Reinvestment Act rating. Item 7. Financial Statements and Exhibits (b) Exhibits 99 - Press release dated July 23, 2001, announcing WesBanco's second quarter 2001 earnings and regulatory notification. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WesBanco, Inc. -------------- (Registrant) July 23, 2001 /s/ Edward M. George - -------------- ------------------------- Date Edward M. George President & Chief Executive Officer EX-99 2 ex99.txt NEWS FOR IMMEDIATE RELEASE July 23, 2001 For Further Information Contact: Edward M. George President & CEO (304) 234-9208 Nasdaq Trading Symbol: WSBC WesBanco Announces 14% Increase in Earnings Per Share and Regulatory Notification Wheeling, WV . . . . Edward M. George, President & Chief Executive Officer of WesBanco, Inc., a Wheeling, West Virginia based multi-state bank holding company, today announced strong earnings for the second quarter and six-months ended June 30, 2001. Mr. George also released information regarding a regulatory notification received July 20, 2001 by WesBanco Bank, Inc. Mr. George stated that WesBanco's earnings per share for the six-months ended June 30, 2001 increased 14.3% to $0.80 compared to $0.70 for the six-months ended June 30, 2000. Net income increased 8.0% to $14.7 million compared to $13.6 million. WesBanco's increased net income was primarily due to a reduction in non-interest expense from improved internal operating efficiencies and increases in net interest income and deposit service activity fees. The percentage increase in earnings per share exceeded the percentage increase in net income due to shares repurchased under WesBanco's current corporate stock repurchase plan. WesBanco's earnings per share for the second quarter increased 14.3% to $0.40 compared to $0.35 for the same quarter last year. Net income increased 9.3% to $7.3 million compared to $6.7 million. Mr. George stated that WesBanco's core earnings per share for the six-months ended June 30, 2001 increased 13.7% to $0.83 compared to $0.73 for the six-months ended June 30, 2000. Core earnings, which excludes amortization of goodwill, net securities gains and net gains/losses on sale of assets increased 7.2% to $15.2 million compared to $14.2 million. WesBanco's banking subsidiary, WesBanco Bank, Inc., has received preliminary notification from its bank regulatory agency, the Federal Reserve Bank of Cleveland, of a downgrading of Page 2 the bank's Community Reinvestment Act rating. The impact of this change could be anticipated to adversely affect the ability of WesBanco to obtain regulatory approval for its two previously announced acquisitions with Freedom Bancshares, Inc. and American Bancorporation (NASDAQ - AMBC). WesBanco and representatives of the two institutions are presently weighing the consequences of the rating, the regulatory appeals available to WesBanco, the timing and delays which could result therefrom and the likelihood of WesBanco's ability to close the transactions. This regulatory action is not directed at, nor does it involve, either Freedom Bancshares, Inc. or American Bancorporation. The organizations anticipate providing further information as these issues are clarified. With the increased earnings, WesBanco's key earnings performance ratios improved for the six-month comparative period. Return on average assets increased to 1.26% from 1.20% and return on average equity increased to 11.53% from 10.47%. Net interest income on a taxable-equivalent basis, increased $0.7 million for the six-months ended June 30, 2001 compared to the six-months ended June 30, 2000. The decline of interest rates during the first half of 2001 favorably impacted WesBanco's net interest income for the six-months ended June 30, 2001. Non-interest income, excluding net securities gains, increased $0.6 million or 5.4% for the six-months ended June 30, 2001 compared to the six-months ended June 30, 2000. This increase resulted primarily from increases in deposit activity income and loan fees generated from real estate loans originated and sold in the secondary market. Trust revenue remained strong at $6.0 million for the comparative periods. Non-interest expense for the six-months ended June 30, 2001 decreased $0.7 million or 2.2% compared to the six-months ended June 30, 2000 due primarily to reduced levels of other operating expense and employee costs. The consolidation of WesBanco's four banking affiliates and mortgage company affiliate into a single bank charter in 2000 continues to provide improved internal operating efficiencies. As a result, WesBanco's operating efficiency ratio has improved to 53.5% from 56.3% last year. Page 3 Total loans decreased $22.8 million between June 30, 2001 and June 30, 2000. The decrease in the loan portfolio was primarily due to a general slowdown in the regional economy. WesBanco generated loan volume by increasing real estate loans originated and sold to the secondary market by 67.3% to $42.5 million for the six-months ended June 30, 2001 compared to $25.4 million for the six-months ended June 30, 2000. The allowance for loan losses as a percentage of total loans remained consistent at 1.3% at June 30, 2001 and June 30, 2000, respectively. The provision for loan losses increased $0.6 million for the six-months ended June 30, 2001 compared to the six-months ended June 30, 2000. Non-performing loans to total loans ratio increased to 0.51% from 0.30% for the comparative periods. This increase resulted primarily from three commercial loans totaling $4.1 million reclassified as renegotiated during the first quarter of 2001. Net loan charge-offs for the six-months ended June 30, 2001 increased $1.1 million compared to the six-months ended June 30, 2000. Personal loan net charge-offs for the comparative period increased $0.7 million due to higher consumer loan delinquencies. The net loan charge-offs to average loans ratio increased to 0.13% from 0.06% for the comparative periods. WesBanco's shareholders' equity remained strong, highlighted by a Tier I leverage ratio of 9.8% at June 30, 2001 and estimated ratios of 14.2% and 15.4% for Tier I and total risk-based capital, respectively. Book value per share was $13.98 at June 30, 2001. Shareholders' equity decreased $6.8 million from December 31, 2000 to June 30, 2001, due primarily to the stock repurchase plan. WesBanco's corporate stock repurchase plan reduced shareholders' equity for the six-months ended June 30, 2001 by $13.1 million and reduced outstanding shares by 622,404. As of June 30, 2001, 611,296 shares of WesBanco common stock may be repurchased under the current stock repurchase plan, which began on March 23, 2001. Up to one million shares of WesBanco common stock may be repurchased under the plan. The timing, price and quantity of purchases are at the discretion of the Corporation and the plan may be discontinued or suspended at anytime. WesBanco is a multi-state bank holding company presently operating through 59 banking offices in West Virginia and Ohio. Its banking subsidiary is WesBanco Bank, Inc., headquartered in Wheeling, West Virginia. In addition, WesBanco operates an insurance company, WesBanco Page 4 Insurance Services, Inc., and a full service broker/dealer, WesBanco Securities, Inc. that also operates Mountaineer Securities, WesBanco's discount brokerage operation. Certain information contained in this Press Release is considered to constitute forward-looking statements with respect to WesBanco and its subsidiaries. Forward-looking statements relating to the Corporation'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. Investors are cautioned that such forward-looking statements, which are not historical fact, involve risks and uncertainties. Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including without limitation, the effect of changing regional and national economic conditions; changes in interest rates; credit risks of commercial, real estate, and consumer loan customers and their lending activities; actions of the Federal Reserve Board and Federal Deposit Insurance Corporation, legislative, and federal and state regulatory actions or reforms; or other unanticipated external developments materially impacting the Corporation's operational and financial performance. The Corporation does not assume any duty to update forward-looking statements. ### See attached financial highlights. WESBANCO, INC. Consolidated Selected Financial Highlights June 30, 2001 and 2000 - ----------------------------------------------------------------------------- (unaudited, dollars in thousands, except per share amounts) For the Three Months Ended For the Six Months Ended June 30, June 30, -------------------------- ------------------------- 2001 2000 2001 2000 ------------ ------------ ----------- ------------ Statement of income - ------------------- Interest income (1) $ 42,725 $ 41,648 $ 84,850 $ 82,303 Interest expense 19,642 19,316 39,611 37,785 ----------- ----------- ----------- ----------- Net interest income (1) 23,083 22,332 45,239 44,518 Provision for loan losses 1,123 880 2,023 1,447 ----------- ----------- ----------- ----------- Net interest income after provision for loan losses (1) 21,960 21,452 43,216 43,071 ----------- ----------- ----------- ----------- Non-interest income Trust fees 2,831 2,848 5,953 5,967 Service charges on deposits 2,397 2,153 4,486 3,894 Other income 696 515 1,230 1,206 Net securities gains 129 221 384 217 ----------- ----------- ----------- ----------- Total non-interest income 6,053 5,737 12,053 11,284 ----------- ----------- ----------- ----------- Non-interest expense Salaries and employee benefits 8,282 8,199 16,183 16,405 Net occupancy 1,061 948 2,053 1,888 Equipment 1,496 1,534 3,028 3,137 Other operating 5,348 5,314 9,967 10,507 ----------- ----------- ----------- ----------- Total non-interest expense 16,187 15,995 31,231 31,937 ----------- ----------- ----------- ----------- Income before income taxes (1) 11,826 11,194 24,038 22,418 Taxable-equivalent adjustment 1,385 1,287 2,605 2,616 Provision for income taxes 3,141 3,226 6,728 6,191 ----------- ----------- ----------- ----------- Net income $ 7,300 $ 6,681 $ 14,705 $ 13,611 =========== =========== =========== =========== Per common share data - --------------------- Net income $ 0.40 $ 0.35 $ 0.80 $ 0.70 Dividends declared 0.23 0.225 0.46 0.445 Book value (period end) --- --- 13.98 13.49 Average shares outstanding 18,118,639 19,215,808 18,301,754 19,431,770 Period end shares outstanding --- --- 17,998,933 19,055,209 Core earnings - ------------- Core earnings (2) $ 7,640 $ 6,952 $ 15,188 $ 14,170 Core earnings per share (2) 0.42 0.36 0.83 0.73 Profitability ratios (annualized) - -------------------------------- Return on average assets 1.22% 1.18% 1.26% 1.20% Return on average equity 11.44% 10.44% 11.53% 10.47% Yield on earning assets (1) 7.68% 7.89% 7.80% 7.81% Cost of interest bearing liabilities 4.17% 4.35% 4.32% 4.27% Net interest margin (1) 4.15% 4.23% 4.15% 4.22% Efficiency (1), (2) 54.39% 55.96% 53.50% 56.29%
(1) taxable-equivalent basis. (2) excludes goodwill amortization, net securities gains and net gains/losses on sale of assets. WESBANCO, INC. Consolidated Selected Financial Highlights June 30, 2001 and 2000 - ----------------------------------------------------------------------------- (unaudited, dollars in thousands, except per share amounts) June 30, ------------------------- Balance sheet (period end) 2001 2000 - -------------------------- ----------- ----------- Assets $ 2,398,110 $ 2,307,407 Earning assets 2,240,914 2,146,986 Securities 651,862 540,718 Loans, net of unearned income 1,548,017 1,570,799 Interest bearing liabilities 1,894,039 1,805,380 Total deposits 1,863,596 1,852,874 Non-interest bearing demand 230,607 222,581 Interest bearing demand 597,385 578,067 Savings 253,536 267,509 Certificates of deposit 782,068 784,717 Other borrowings 261,050 175,087 Shareholders' equity 251,674 257,121 Asset quality data - ------------------ Non-performing assets: Non-accrual loans $ 4,023 $ 4,706 Renegotiated loans 3,812 --- ----------- ----------- Total non-performing loans 7,835 4,706 Other real estate owned 3,037 4,024 ----------- ----------- Total non-performing assets $ 10,872 $ 8,730 =========== =========== Past due loans 90 days or more $ 6,612 $ 4,078 Allowance for loan losses 19,974 20,209 Net loan charge-offs: Quarter-to-date 1,120 456 Year-to-date 2,079 990 Non-performing loans/total loans 0.51% 0.30% Non-performing assets/total assets 0.45 0.38 Allowance for loan losses/total loans 1.29 1.29 Net loan charge-offs (year-to-date)/average loans 0.13 0.06 Capital ratios - -------------- Total risk-based capital (1) 15.40% 15.96% Tier I risk-based capital (1) 14.17 14.74 Tier I Leverage capital 9.76 10.79 (1) estimated at June 30, 2001. For the Three Months Ended For the Six Months Ended June 30, June 30, -------------------------- ------------------------- 2001 2000 2001 2000 ------------ ------------ ----------- ------------ Average balance sheet - --------------------- Assets $ 2,392,234 $ 2,280,595 $ 2,349,857 $ 2,271,627 Earning assets 2,228,619 2,123,811 2,188,235 2,120,524 Securities, at amortized cost 620,151 562,795 575,670 568,836 Loans, net of unearned income 1,556,241 1,550,229 1,566,712 1,539,213 Interest bearing liabilities 1,888,602 1,786,535 1,849,328 1,779,666 Deposits 1,870,707 1,863,446 1,859,815 1,852,323 Shareholders' equity 256,054 257,296 257,146 261,537
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