Farmers Capital Bank Corporation
Farmers Capital Bank — Merger or Acquisition (April 2018)
22 slides from Farmers Capital Bank's merger presentation, Apr 20, 2018
Slide 1: Acquisition of Farmers Capital Bank Corporation
Acquisition of Farmers Capital Bank Corporation 19 April 2018 Exhibit 99.1
Slide 2: Forward-Looking Statements
Matters set forth in this presentation contain certain forward-looking statements, including certain plans, expectations, goals, and projections, and including statements about the benefits of the proposed Merger between WesBanco, Inc. (the “Company”, “WesBanco” or “WSBC”) and Farmers Capital Bank C
Slide 3: Transaction Highlights
Transaction Highlights Strategically compelling Kentucky combination Increases WSBC’s presence in major metropolitan markets with attractive demographics Increases combined deposit market share in Cincinnati (#14), Louisville, (#9), Lexington (#9) and Elizabethtown (#1) MSAs(1) Entry into Frankfort,
Slide 4: Summary of Key Terms
Summary of Key Terms Consideration FFKT shareholders receive 1.053 shares of WSBC common stock and $5.00 in cash for each share of FFKT common stock held (90% stock / 10% cash consideration – from existing resources) $378 million in aggregate value(1) Management and Board of Directors Lloyd Hillard,
Slide 5: Strategic Kentucky Combination
Strategic Kentucky Combination Note: location data as of 4/18/2018; source: S&P Global WSBC FFKT Huntington Portsmouth Cincinnati Lexington Frankfort Elizabethtown Bardstown Louisville
Slide 6: Strong Market Positions in Major Markets
Louisville Lexington Cincinnati Dayton Columbus Bloomington Akron Canton Charleston Wheeling Morgantown Huntington Fort Knox Elizabethtown Strong Market Positions in Major Markets Note: location data as of 4/18/2018; market share based on 2017 MSA deposit rankings (approximated on map by circles) (P
Slide 7: Broad and Balanced Market Distribution
Broad and Balanced Market Distribution Note: loan & deposit data – WSBC as of 3/31/18, FTSB & FFKT as of 12/31/2017; “WesBanco (Current)” represents WSBC stand-alone; “WesBanco (Pro Forma)” includes FTSB and FFKT WesBanco (Current) WesBanco (Pro Forma)
Slide 8: Opportunities in FFKT Core Markets
Opportunities in FFKT Core Markets Enhances WSBC’s Market Share in Attractive Kentucky Markets Source: S&P Global Market Intelligence, deposit market share data as of June 30, 2017 and it is pro forma to the extent discernible Increases WSBC’s market share in attractive Cincinnati, Lexington, and Lo
Slide 9: Farmers’ Core Earnings Ability
Farmers’ Core Earnings Ability Note: data as of 3/31/2018 (1) assumes 100% phase-in and effective tax rate of 21% (1) (1)
Slide 10: Financial Comparison
($MM) 3/31/2018 3/31/2018 Assets $ 10,245 $ 1,686 Deposits $ 7,226 $ 1,394 Loans / Deposits 87.5% 74.3% Tangible Common Equity(1) $ 818 $ 194 TCE / TA(1) 8.46% 11.51% 3 Mos. Ended 3/31/2018 3 Mos. Ended 3/31/2018 Net Income $ 33.5 $ 5.6 Net Interest Margin(2) 3.38% 3.80% Efficiency Ratio(1)(2) 55.1%
Slide 11: Pricing and Assumptions
Pricing and Assumptions Pricing Metrics:(1) Price / FFKT 3/31/18 TBVPS: 195% Price / FFKT 3/31/18 LTM EPS(2): 19.0x Price / FFKT 2018 Analyst Est. EPS(3): 17.8x Price / FFKT 2019 Analyst Est. EPS(3): 17.1x Price / FFKT 2019 Analyst Est. EPS + cost saves(3)(4): 10.2x Core Deposit Premium(5): 13.9% Ke
Slide 12: Pricing In-Line With Relevant Deals
Pricing In-Line With Relevant Deals Deal Metrics Deal Value ($MM) $ 378.2 $ 245.8 $ 303.3 Price / TBVPS 195% 174% 214% Price / Analyst Est. EPS(1) 17.8x 20.0x 21.7x Target Financials Total Assets ($MM) $ 1,686 $ 1,417 $ 1,504 ROAA(2) 1.19 % 0.84% 0.95% ROAE(2) 10.22% 8.7% 9.5% Regional Peers Median(
Slide 13: Pro-Forma Capital Ratios Remain Strong
See non-GAAP financial measures for additional information relating to the calculation of this item Based on Company projections through 9/30/2018, FFKT transaction closing and continuation of current quarterly cash dividend through 9/30/2018 Pro-Forma Capital Ratios Remain Strong WSBC 3/31/2018 FFK
Slide 14: $10 Billion Asset Threshold Strategy
$10 Billion Asset Threshold Strategy Crossed the $10 billion asset threshold during March in anticipation of the closing of the First Sentry Bancshares merger Well-positioned from staffing, infrastructure, process, compliance, DFAST reporting, and CRA perspectives Majority of preparatory costs (staf
Slide 15: Summary
Summary Increases existing market share in prominent major metropolitan markets Appropriately priced transaction with compelling financial metrics Strong performing franchise with low-cost deposit funding and low loan-to-deposit ratio, providing room for additional loan growth Accelerates pro-forma
Slide 16: Appendix
WesBareo By all accounts, better. Appendix
Slide 17: Pro-Forma Loan and Deposit Composition
Pro-Forma Loan and Deposit Composition Note: bank-level loan and deposit data as of 12/31/17; MRQ loan yields and deposit costs; source: S&P Global and Annual Reports / 10K Loan Composition ($MM) WesBanco Total Loans & Leases: $6,361 First Sentry Bancshares Total Loans & Leases: $465 Farmers Capital
Slide 18: Non-GAAP Financial Measures: Efficiency Ratio
Non-GAAP Financial Measures: Efficiency Ratio Source: Company management ($ in thousands) WSBC FFKT 1Q2018 1Q2018 Non-interest expense $ 54,571 $ 13,118 Less: restructuring and merger related expenses (245) 0 Adjusted non-interest expense 54,326 13,118 Net interest income (FTE) 74,577 14,457 Non-int
Slide 19: Non-GAAP Financial Measures: ROAA
Non-GAAP Financial Measures: ROAA Source: Company management Tax effected at 21% ($ in thousands) WSBC FFKT 1Q2018 1Q2018 Net income (annualized) $ 135,979 $ 22,564 Plus: after-tax merger-related expenses (annualized)(1) 784 0 Net income excluding after-tax merger related expenses (annualized) 136,7
Slide 20: Non-GAAP Financial Measures: TCE / TA
Non-GAAP Financial Measures: TCE / TA Source: Company management ($ in thousands) WSBC FFKT 3/31/2018 3/31/2018 Total common shareholders’ equity $ 1,403,026 $ 194,028 Less: goodwill and other intangible assets, net of def. tax liability (585,316) 0 Tangible common equity (TCE) 817,711 194,028 Total
Slide 21: Non-GAAP Financial Measures: ROATE
Non-GAAP Financial Measures: ROATE Source: Company management Tax effected at 21% ($ in thousands) WSBC FFKT 1Q2018 1Q2018 Net income (annualized) $ 135,979 $ 22,564 Plus: after-tax merger-related expenses (annualized)(1) 784 0 Plus: amortization of intangibles (annualized)(1) 3,479 0 Net income bef
Slide 22: WesBanco - By all accounts, better.
WesBareo By all accounts, better.
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