![]() Exhibit 99.1 |
![]() Forward-looking statements in this presentation 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 herein should be read in conjunction with WesBanco’s 2011 Annual Report on Form 10-K and documents subsequently filed with the Securities and Exchange Commission (“SEC”), including WesBanco’s form 10-Q for the quarter ended March 31, 2012, which are available on 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 2011 Annual Report on Form 10-K filed with the SEC under the section, “Risk Factors” in Part 1, Item 1A. Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements. WesBanco does not assume any duty to update any forward-looking statements. 2 Forward-Looking Statements |
![]() 3 Compelling Strategic Rationale Logical expansion opportunity into largest deposit market in close proximity to WSBC headquarters Expands WSBC’s franchise by 13 offices along Rt.19 corridor in Pittsburgh MSA Builds on WSBC’s existing commercial/ retail presence in Pittsburgh market Solid lending team to complement WSBC’s existing lending relationships in Pittsburgh market Ability to leverage WSBC’s platform across Fidelity’s commercial and retail relationships Attractive Deposit Franchise Desirable branch locations 90% core deposits Strong Financial Results EPS accretive in 2013, excluding merger-related expenses Manageable earn-back period for TBV dilution of approximately four years Double digit IRR In excess of “Well Capitalized” guidelines on a pro forma basis Low Risk Significant experience in Pittsburgh market Similar risk-averse cultures with like-minded customer focus Proven track record of growth through acquisitions Contained and manageable asset quality issues Transaction Highlights |
![]() (1) For the 12 month period ended 3/31/12 (2) Source: 2010 Census and the Bureau of Labor Statistics Overview Headquartered in Pittsburgh, PA Assets of $666mm 13 Branches Financial Highlights (1) Gross Loans ($mm): $345 Deposits ($mm): $471 Core ROAA: 0.30% Core ROAE: 3.96% NPAs/ Assets: 2.96% TE/ TA: 7.46% Pittsburgh MSA (2) Population: 2.36mm Unemployment Rate: 6.6% 4 Fidelity Bancorp, Inc. Overview |
![]() 5 WesBanco Fidelity Bancorp Pittsburgh MSA Rank Institution Branches Deposits ($MM) Market Share 1 PNC Financial Services Group 169 38,923 48.0% 2 Bank of New York Mellon Corp. 3 8,612 10.6% 3 RBS 130 6,436 7.9% 4 F.N.B. Corp. 91 3,400 4.2% 5 Dollar Bank FSB 36 3,204 4.0% 6 First Niagara Finl Group 59 2,998 3.7% 7 First Commonwealth Financial 63 2,388 2.9% 8 Huntington Bancshares Inc. 40 2,342 2.9% 9 S&T Bancorp Inc. 28 1,631 2.0% 10 TriState Capital Holdings Inc. 2 1,561 1.9% 11 Northwest Bancshares, Inc. 28 1,026 1.3% 12 ESB Financial Corp. 22 802 1.0% 13 WFSB Mutual Holding Company 8 701 0.9% 14 Pro Forma 15 523 0.6% 15 CF Financial Corp. 9 497 0.6% 16 Fifth Third Bancorp 15 457 0.6% 17 Fidelity Bancorp Inc. 13 452 0.6% 40 WesBanco Inc. 2 71 0.1% Total For Institutions In Market 864 81,139 Source: SNL Financial as of 6/30/11. Logical Market Extension |
![]() Fidelity (13 Branches) 6 Source: SNL Financial, Bureau of Labor Statistics, SBA firms and employment by MSA 2007, U.S. Bureau of Land Management, National Association of Realtors, Geology.com and Catskillmountainkeeper.org 1. As of May 2012, not seasonally adjusted 2. Federal Housing Financing Agency, seasonally adjusted Marcellus Shale Regional Coverage WesBanco (115 Branches) Pittsburgh Market Highlights Pittsburgh National Unemployment 6.6% (1) 7.9% (1) Residential Home Price Change (2) : 2000Q1 - 2007Q2 2007Q2 - 2012Q1 36.6% 7.6% 63.9% (20.6%) CRE Vacancy Rate Office Industrial Retail Multi-family 15.6% 10.0% 8.4% 3.1% 16.2% 11.0% 11.2% 4.4% # of Businesses < 500 employees > 500 employees 46,604 1,736 Attractive market; broadens WSBC coverage in Marcellus Shale region Market Highlights |
![]() 7 Consideration 80% Stock/ 20% Cash $4.50 in cash and 0.8275 (1) shares of WesBanco common stock for each of Fidelity Bancorp’s shares Deal Value $70.8mm TARP Redemption $7.0mm of outstanding TARP preferred stock and related warrants to be redeemed at or prior to closing Cost Savings 35% of Fidelity Bancorp’s non-interest expense One Time Restructuring Charge $7.0 million Board Representation Fidelity Bancorp to receive one board seat Due Diligence Completed Required Approvals Both Boards of Directors have already approved Fidelity Bancorp shareholder approval required Regulatory approval required Anticipated Closing Q4 2012 (1) Determined based on 15 day WSBC average closing price of $21.75 as of 7/17/12 Transaction Summary |
![]() 8 (1) Pro Forma for the Fidelity Bancorp acquisition as of 3/31/12. 3/31/2012 Actual Pro Forma (1) Tier 1 Risk Based 12.9% 11.9% Total Risk Based 14.2% 13.1% TCE/ TA 6.8% 6.2% Attractive financial returns Earnings accretion estimated at 6% after cost savings are fully realized 5.7% TBV dilution offset by earn-back period of approximately 4 years Double digit IRR In excess of “Well Capitalized” guidelines on a pro forma basis Assumptions 35% Cost Savings Extensive credit review process Gross loan mark of $11.8mm or 3.4% Pro Forma Financial Impact |
![]() Total Deposits: $4,474mm Total Deposits: $476mm Total Deposits: $4,950mm Total Loans: $3,236mm Total Loans: $345mm Total Loans: $3,581mm Note: Source SNL Financial, as of 3/31/12 9 Demand 17% Other Transaction 13% MMDA & Savings 35% Retail Time 17% Jumbo Time 18% Demand 13% Other Transaction 14% MMDA & Savings 36% Retail Time 27% Jumbo Time 10% Demand 16% Other Transaction 13% MMDA & Savings 36% Retail Time 18% Jumbo Time 17% Residential 33% CRE 35% Multifamily 6% C&D 6% C&I 10% Other 10% Residential 54% CRE 22% Multifamily 4% C&D 6% C&I 7% Other 7% Residential 35% CRE 34% Multifamily 6% C&D 6% C&I 10% Other 9% WesBanco Deposits Fidelity Bancorp Deposits Pro Forma Deposits WesBanco Loans Fidelity Loans Pro Forma Loans Pro Forma Deposits and Loans |
![]() 10 Pricing In Line With Recent Deals Note: Source SNL Financial, MRQ available 1. Median of deals since 2011 where the target was located in PA, WV, OH, Midatlantic, and Northeast regions, the deal value was between $20m and $500m, and the target had a Texas Ratio less than 100% Precedent Transactions (1) Deal Metrics Deal Value $70.8 $21.3 $163.0 $162.8 Price/ Book 1.53x 1.40x 1.38x 1.34x Price/ Tangible Book 1.62x 1.40x 1.98x 1.50x Core Deposit Premium 6.6% 10.2% 5.2% 6.8% Target Financials Total Assets $665.8 $120.3 $1,800.2 Total Deposits $471.5 $100.5 $1,488.1 Branches 13 2 47 Deposits per Branch $36.3 $50.3 $31.7 Core Deposits (%) 90.2% 61.3% 86.8% Cost of Deposits (LTM) 0.93% 1.02% 1.23% Parkvale Bank Gateway Bank |
![]() History of successful consolidations. WesBanco is focused on targeted M & A opportunities in its higher growth metro markets within our market areas. Management, technology/ back office and capital/ liquidity strength to compete for deals of interest. Current stock valuation provides for upside potential for acquired bank’s shareholders. 11 Proven Acquisition Track Record |
![]() 12 Natural expansion opportunity into largest deposit market in close proximity to WSBC headquarters. Builds on WSBC’s existing commercial/ retail presence in Pittsburgh market. Provides high quality branch network with no overlap to existing WSBC branches. Attractive financial results. Deployment of excess capital to enhance earnings while remaining significantly well-capitalized. Summary |
![]() 1Q’11 2Q’11 3Q’11 4Q’11 1Q’12 Total common equity $ 611,978 $ 623,037 $ 634,402 $ 633,790 $ 642,001 Less: goodwill & other intangible assets (284,941) (284,336) (283,737) (283,150) (282,612) Tangible common equity $ 327,037 $ 338,701 $ 350,665 $ 350,640 $ 359,389 Total assets $5,368,852 $5,425,907 $5,502,158 $5,536,030 $5,600,643 Less: goodwill & other intangible assets (284,941) (284,336) (283,737) (283,150) (282,612) Tangible assets $5,083,911 $5,141,571 $5,218,421 $5,252,880 $5,318,031 Tangible common equity to tangible assets 6.43% 6.59% 6.72% 6.68% 6.76% Non-GAAP Financial Measures WesBanco, Inc. ($ in thousands) |
![]() CORE ROAA Net Income $ 1,685 Realized Gain on Securities (604) Amortization of Intangibles 11 OTTI Impact to Earnings 1,097 Tax Effect (35%) (176) Core Net Income $2,013 Average Assets $667,652 Core ROAA 0.30% Non-GAAP Financial Measures Fidelity Bancorp, Inc. March 31, 2012 LTM ($ in thousands) CORE ROAE Net Income $ 1,685 Realized Gain on Securities (604) Amortization of Intangibles 11 OTTI Impact to Earnings 1,097 Tax Effect (35%) (176) Core Net Income $2,013 Average Equity $50,855 Core ROAE 3.96% |
![]() 1Q’12 Total equity $ 52,141 Less: goodwill & other intangible assets (2,653) Tangible equity $ 49,488 Total assets $665,822 Less: goodwill & other intangible assets (2,653) Tangible assets $663,169 Tangible equity to tangible assets 7.46% Non-GAAP Financial Measures Fidelity Bancorp, Inc. ($ in thousands) |
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