XML 52 R10.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Mergers and Acquisitions
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Mergers and Acquisitions

NOTE 2. MERGERS AND ACQUISITIONS

Old Line Bancshares, Inc. (“OLBK”)

On November 22, 2019, Wesbanco completed its acquisition of OLBK, a bank holding company headquartered in Bowie, MD. On the acquisition date, OLBK had approximately $3.0 billion in assets, excluding goodwill, which included approximately $2.5 billion in loans and $182.5 million in securities. The OLBK acquisition was valued at $494.0 million, based on Wesbanco’s closing stock price on November 22, 2019, of $36.75 and resulted in Wesbanco issuing 13,351,837 shares of its common stock in exchange for all of the outstanding shares of OLBK common stock including stock options of which the fair value is $3.3 million. The assets and liabilities of OLBK were recorded on Wesbanco’s Balance Sheet at their preliminary estimated fair values as of November 22, 2019, the acquisition date, and OLBK’s results of operations have been included in Wesbanco’s Consolidated Statements of Income since that date. Based on a preliminary purchase price allocation, Wesbanco recorded $203.8 million in goodwill and $33.6 million in core deposit intangibles in its Community Banking 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 integration of the operations of OLBK, it is not practicable to determine revenue or net income included in Wesbanco’s operating results relating to OLBK since the date of acquisition, as OLBK’s results cannot be separately identified.

For the year ended December 31, 2019, Wesbanco recorded merger-related expenses of $13.2 million associated with the OLBK acquisition.

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

 

(in thousands)

 

November 22, 2019

 

Purchase Price:

 

 

 

 

Fair value of Wesbanco shares issued

 

$

493,936

 

Cash consideration for outstanding OLBK shares

 

 

16

 

Total purchase price

 

$

493,952

 

Fair value of:

 

 

 

 

Tangible assets acquired

 

$

2,919,459

 

Core deposit and other intangible assets acquired

 

 

33,591

 

Liabilities assumed

 

 

(2,722,913

)

Net cash received in the acquisition

 

 

60,041

 

Fair value of net assets acquired

 

 

290,178

 

Goodwill recognized

 

$

203,774

 

 

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 OLBK within one year of the date of acquisition:

 

(in thousands)

 

November 22, 2019

 

Assets acquired

 

 

 

 

Cash and due from banks

 

$

60,041

 

Securities

 

 

182,520

 

Loans

 

 

2,545,593

 

Goodwill and other intangible assets

 

 

237,365

 

Accrued income and other assets

 

 

191,346

 

Total assets acquired

 

$

3,216,865

 

Liabilities assumed

 

 

 

 

Deposits

 

$

2,375,574

 

Borrowings

 

 

287,330

 

Accrued expenses and other liabilities

 

 

60,009

 

Total liabilities assumed

 

$

2,722,913

 

Net assets acquired

 

$

493,952

 

 

The fair value estimates for loans (including loan classifications), other intangible assets, premises and equipment, deferred taxes, borrowings and other assets/liabilities will continue to fluctuate until the final valuations and/or appraisals are completed. The Company expects to finalize the purchase price accounting for OLBK within one year of the date of acquisition.

 

 

 

Farmers Capital Bank Corporation (“FFKT”)

On August 20, 2018, Wesbanco completed its acquisition of 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 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. Based on the final purchase price allocation, Wesbanco recorded $223.3 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.

Wesbanco recorded merger-related expenses of $3.2 million and $12.4 million associated with the FFKT acquisition for the years ended December 31, 2019 and 2018, respectively.

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

 

(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

 

$

1,370,245

 

Core deposit and other intangible assets acquired

 

 

39,992

 

Liabilities assumed

 

 

(1,434,779

)

Net cash received in the acquisition

 

 

230,139

 

Fair value of net assets acquired

 

 

205,597

 

Goodwill recognized

 

$

223,304

 

 

The following table presents the allocation of the purchase price of the assets acquired and the liabilities assumed at the date of acquisition:

 

(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

 

 

263,296

 

Accrued income and other assets

 

 

105,124

 

Total assets acquired

 

$

1,863,680

 

Liabilities assumed

 

 

 

 

Deposits

 

$

1,330,328

 

Borrowings

 

 

71,780

 

Accrued expenses and other liabilities

 

 

32,671

 

Total liabilities assumed

 

$

1,434,779

 

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 December 31, 2018:

 

(in thousands)

 

August 20, 2018

 

Goodwill recognized as of December 31, 2018

 

$

220,240

 

Change in fair value of net assets acquired:

 

 

 

 

Assets

 

 

 

 

Loans

 

 

24

 

Other intangible assets

 

 

 

 

Accrued income and other assets

 

 

1,907

 

Liabilities

 

 

 

 

Accrued expenses and other liabilities

 

 

(4,995

)

Fair value of net assets acquired

 

$

(3,064

)

Increase in goodwill recognized

 

 

3,064

 

Goodwill recognized as of December 31, 2019

 

$

223,304

 

 

The adjustments to goodwill noted above related to the Company’s finalization of purchase accounting for FFKT, which occurred in the third quarter of 2019.

 

 

First Sentry Bancshares, Inc. (“FTSB”)

 

On April 5, 2018, Wesbanco completed its acquisition of FTSB, a bank holding company headquartered in Huntington, WV.  On the acquisition date, FTSB had approximately $704.8 million in assets, excluding goodwill, which included approximately $447.3 million in loans and $142.9 million in securities.  The FTSB acquisition was valued at $108.3 million, based on Wesbanco’s closing stock price on April 5, 2018 of $42.96, and resulted in Wesbanco issuing 2,498,761 shares of its common stock and $1.0 million in cash in exchange for all of the outstanding shares of FTSB common stock including stock options. The assets and liabilities of FTSB were recorded on Wesbanco’s Balance Sheet at their fair values as of April 5, 2018, the acquisition date, and FTSB’s results of operations have been included in Wesbanco’s Consolidated Statements of Income since that date.  Based on the final purchase price allocation, Wesbanco recorded $67.7 million in goodwill and $8.1 million in core deposit intangibles in its Community Banking 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 FTSB, it is not practicable to determine revenue or net income included in Wesbanco’s operating results relating to FTSB since the date of acquisition, as FTSB’s results cannot be separately identified.

 

For the year ended December 31, 2018, Wesbanco recorded merger-related expenses of $5.5 million associated with the FTSB acquisition. No merger-related expenses associated with the FTSB acquisition were recorded for the year ended December 31, 2019.

 

The final purchase price of the FTSB acquisition and resulting goodwill is summarized as follows:

 

(in thousands)

 

April 5, 2018

 

Purchase Price:

 

 

 

 

Fair value of Wesbanco shares issued

 

$

107,347

 

Cash consideration for outstanding FTSB shares

 

 

975

 

Total purchase price

 

$

108,322

 

Fair value of:

 

 

 

 

Tangible assets acquired

 

$

609,593

 

Core deposit and other intangible assets acquired

 

 

8,078

 

Liabilities assumed

 

 

(664,172

)

Net cash received in the acquisition

 

 

87,124

 

Fair value of net assets acquired

 

 

40,623

 

Goodwill recognized

 

$

67,699

 

 

The following table presents the allocation of the purchase price of the assets acquired and the liabilities assumed at the date of acquisition.

 

(in thousands)

 

April 5, 2018

 

Assets acquired

 

 

 

 

Cash and due from banks

 

$

87,124

 

Securities

 

 

142,903

 

Loans

 

 

447,279

 

Goodwill and other intangible assets

 

 

75,777

 

Accrued income and other assets

 

 

19,411

 

Total assets acquired

 

$

772,494

 

Liabilities assumed

 

 

 

 

Deposits

 

$

590,065

 

Borrowings

 

 

70,710

 

Accrued expenses and other liabilities

 

 

3,397

 

Total liabilities assumed

 

$

664,172

 

Net assets acquired

 

$

108,322