XML 19 R9.htm IDEA: XBRL DOCUMENT v3.19.2
Mergers and Acquisitions
6 Months Ended
Jun. 30, 2019
Business Combinations [Abstract]  
Mergers and Acquisitions

NOTE 2. MERGERS AND ACQUISITIONS

On August 20, 2018, WesBanco completed its acquisition of Farmers Capital Bank Corp. (“FFKT”), a bank holding company headquartered in Frankfort, KY.  On the acquisition date, FFKT had approximately $1.6 billion in assets, excluding goodwill, which included approximately $1.0 billion in loans and $239.3 million in securities.  The FFKT acquisition was valued at $428.9 million, based on WesBanco’s closing stock price on August 20, 2018, of $49.40, and resulted in WesBanco issuing 7,920,387 shares of its common stock and $37.6 million in cash in exchange for all of the outstanding shares of FFKT common stock. The assets and liabilities of FFKT were recorded on WesBanco’s Balance Sheet at their preliminary estimated fair values as of August 20, 2018, the acquisition date, and FFKT’s results of operations have been included in WesBanco’s Consolidated Statements of Income since that date.  The fair values for certain assets and liabilities acquired from FFKT on August 20, 2018 represented preliminary estimates. Based on a preliminary purchase price allocation, WesBanco recorded $220.9 million in goodwill and $37.4 million in core deposit intangibles in its community banking segment and $2.6 million in trust customer relationship intangibles in its trust and investment services segment.  None of the goodwill is deductible for income tax purposes, as the acquisition is accounted for as a tax-free exchange for tax purposes.  As a result of the full integration of the operations of FFKT, it is not practicable to determine revenue or net income included in WesBanco’s operating results relating to FFKT since the date of acquisition, as FFKT’s results cannot be separately identified.

For the six months ended June 30, 2019, WesBanco recorded merger-related expenses of $3.2 million associated with the FFKT acquisition.

The preliminary purchase price of the FFKT acquisition and resulting goodwill is summarized as follows:

 

(unaudited, in thousands)

 

August 20, 2018

 

Purchase price:

 

 

 

 

Fair value of WesBanco shares issued

 

$

391,267

 

Cash consideration for outstanding FFKT shares

 

 

37,634

 

Total purchase price

 

$

428,901

 

Fair value of:

 

 

 

 

Tangible assets acquired

 

$

1,369,536

 

Core deposit and other intangible assets acquired

 

 

39,992

 

Liabilities assumed

 

 

(1,431,663

)

Net cash received in the acquisition

 

 

230,139

 

Fair value of net assets acquired

 

 

208,004

 

Goodwill recognized

 

$

220,897

 

 

The following table presents the preliminary allocation of the purchase price of the assets acquired and the liabilities assumed at the date of acquisition, as WesBanco intends to finalize its accounting for the acquisition of FFKT within one year from the date of acquisition:

 

(unaudited, in thousands)

 

August 20, 2018

 

Assets acquired

 

 

 

 

Cash and due from banks

 

$

230,139

 

Securities

 

 

239,321

 

Loans

 

 

1,025,800

 

Goodwill and other intangible assets

 

 

260,889

 

Accrued income and other assets

 

 

104,415

 

Total assets acquired

 

$

1,860,564

 

Liabilities assumed

 

 

 

 

Deposits

 

$

1,330,328

 

Borrowings

 

 

71,780

 

Accrued expenses and other liabilities

 

 

29,555

 

Total liabilities assumed

 

$

1,431,663

 

Net assets acquired

 

$

428,901

 

 

The following table presents the changes in the allocation of the purchase price of the assets acquired and the liabilities assumed at the date of the acquisition previously reported as of March 31, 2019:

 

(unaudited, in thousands)

 

August 20, 2018

 

Goodwill recognized as of March 31, 2019

 

$

219,418

 

Change in fair value of net assets acquired:

 

 

 

 

Assets

 

 

 

 

Other real estate owned

 

 

(80

)

Accrued income and other assets

 

 

430

 

Liabilities

 

 

 

 

Accrued expenses and other liabilities

 

 

(1,829

)

Fair value of net assets acquired

 

$

(1,479

)

Increase in goodwill recognized

 

 

1,479

 

Goodwill recognized as of June 30, 2019

 

$

220,897

 

 

The fair value estimates for other assets and other liabilities have continued to fluctuate as the final valuations are completed. The Company expects to finalize purchase price accounting of FFKT within one year of date of acquisition.