UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021  

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                            to                            

Commission File Number 000-08467

WESBANCO, INC.

(Exact name of Registrant as specified in its charter)

West Virginia	55-0571723
(State of incorporation)	(IRS Employer 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

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock $2.0833 Par Value	WSBC	NASDAQ Global Select Market
Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A)	WSBCP	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☑  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yes ☐ No ☑

As of April 28, 2021, there were 67,315,896 shares of Wesbanco, Inc. common stock, $2.0833 par value, outstanding.

WESBANCO, INC.

TABLE OF CONTENTS

Item No.	ITEM	Page No.
	PART I - FINANCIAL INFORMATION
1	Financial Statements	2
	Consolidated Balance Sheets at March 31, 2021 (unaudited) and December 31, 2020	2
	Consolidated Statements of Comprehensive Income for the three months ended March 31, 2021 and 2020 (unaudited)	3
	Consolidated Statements of Changes in Shareholders' Equity for the three months ended March 31, 2021 and 2020 (unaudited)	4
	Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020 (unaudited)	5
	Notes to Consolidated Financial Statements (unaudited)	6
2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
3	Quantitative and Qualitative Disclosures About Market Risk	51
4	Controls and Procedures	53
	PART II – OTHER INFORMATION
1	Legal Proceedings	54
2	Unregistered Sales of Equity Securities and Use of Proceeds	54
5	Other Information	54
6	Exhibits	55
	Signatures	56

1

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WESBANCO, INC. CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
(unaudited, in thousands, except shares)	2021			2020
ASSETS
Cash and due from banks, including interest bearing amounts of $550,008 and $721,086, respectively	$	759,048		$	905,447
Securities:
Equity securities, at fair value		13,123			13,047
Available-for-sale debt securities, at fair value		2,775,212			1,978,136
Held-to-maturity debt securities (fair values of $839,872  and $768,183, respectively)		813,740			731,212
Allowance for credit losses, held-to-maturity debt securities		(290	)		(326	)
Net held-to-maturity debt securities		813,450			730,886
Total securities		3,601,785			2,722,069
Loans held for sale		153,520			168,378
Portfolio loans, net of unearned income		10,703,312			10,789,233
Allowance for credit losses - loans		(160,040	)		(185,827	)
Net portfolio loans		10,543,272			10,603,406
Premises and equipment, net		239,863			249,421
Accrued interest receivable		68,896			66,790
Goodwill and other intangible assets, net		1,160,195			1,163,091
Bank-owned life insurance		307,747			306,038
Other assets		223,462			240,970
Total Assets	$	17,057,788		$	16,425,610
LIABILITIES
Deposits:
Non-interest bearing demand	$	4,460,049		$	4,070,835
Interest bearing demand		3,126,186			2,839,536
Money market		1,771,703			1,685,927
Savings deposits		2,373,987			2,214,565
Certificates of deposit		1,555,074			1,618,510
Total deposits		13,286,999			12,429,373
Federal Home Loan Bank borrowings		433,984			549,003
Other short-term borrowings		137,218			241,950
Subordinated debt and junior subordinated debt		192,430			192,291
Total borrowings		763,632			983,244
Accrued interest payable		3,224			4,314
Other liabilities		218,411			251,942
Total Liabilities		14,272,266			13,668,873
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 1,000,000 shares authorized; 150,000 shares 6.75% non-cumulative perpetual preferred stock, Series A, liquidation preference $150,000,000, issued and outstanding at March 31, 2021 and December 31, 2020, respectively		144,484			144,484
Common stock, $2.0833 par value; 100,000,000 shares authorized; 68,081,306 shares issued; 67,282,134 and 67,254,706 shares outstanding at March 31, 2021 and December 31, 2020, respectively		141,834			141,834
Capital surplus		1,636,103			1,634,815
Retained earnings		879,786			831,688
Treasury stock (799,172 and 826,600 shares  - at cost, respectively)		(24,989	)		(25,949	)
Accumulated other comprehensive income		9,803			31,359
Deferred benefits for directors		(1,499	)		(1,494	)
Total Shareholders' Equity		2,785,522			2,756,737
Total Liabilities and Shareholders' Equity	$	17,057,788		$	16,425,610

See Notes to Consolidated Financial Statements.

2

WESBANCO, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	For the Three Months Ended March 31,
(unaudited, in thousands, except shares and per share amounts)	2021			2020
INTEREST AND DIVIDEND INCOME
Loans, including fees	$	109,358			119,503
Interest and dividends on securities:
Taxable		11,127			16,986
Tax-exempt		3,910			4,456
Total interest and dividends on securities		15,037			21,442
Other interest income		659			1,503
Total interest and dividend income		125,054			142,448
INTEREST EXPENSE
Interest bearing demand deposits		1,043			3,394
Money market deposits		578			2,352
Savings deposits		264			923
Certificates of deposit		2,370			4,054
Total interest expense on deposits		4,255			10,723
Federal Home Loan Bank borrowings		2,414			8,232
Other short-term borrowings		118			870
Subordinated debt and junior subordinated debt		1,789			2,461
Total interest expense		8,576			22,286
NET INTEREST INCOME		116,478			120,162
Provision for credit losses		(27,958	)		29,821
Net interest income after provision for credit losses		144,436			90,341
NON-INTEREST INCOME
Trust fees		7,631			6,952
Service charges on deposits		4,894			6,617
Electronic banking fees		4,365			4,254
Net securities brokerage revenue		1,524			1,679
Bank-owned life insurance		1,709			1,769
Mortgage banking income		4,264			1,276
Net securities gains		279			1,491
Net gain on other real estate owned and other assets		175			169
Other income		8,367			3,802
Total non-interest income		33,208			28,009
NON-INTEREST EXPENSE
Salaries and wages		36,890			38,910
Employee benefits		10,266			10,373
Net occupancy		7,177			7,084
Equipment and software		6,765			6,039
Marketing		2,384			1,138
FDIC insurance		1,282			2,113
Amortization of intangible assets		2,896			3,374
Restructuring and merger-related expense		851			5,164
Other operating expenses		17,816			17,138
Total non-interest expense		86,327			91,333
Income before provision for income taxes		91,317			27,017
Provision for income taxes		18,202			3,621
Net income		73,115			23,396
Preferred stock dividends		2,531			—
Net income available to common shareholders	$	70,584		$	23,396
EARNINGS PER COMMON SHARE
Basic	$	1.05		$	0.35
Diluted	$	1.05		$	0.35
AVERAGE COMMON SHARES OUTSTANDING
Basic		67,263,714			67,486,550
Diluted		67,355,418			67,587,446
DIVIDENDS DECLARED PER COMMON SHARE	$	0.33		$	0.32
COMPREHENSIVE INCOME	$	51,559		$	63,336

See Notes to Consolidated Financial Statements.

3

WESBANCO, INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

	For the Three Months Ended March 31, 2021 and 2020
																	Accumulated
	Preferred		Common Stock														Other			Deferred
(unaudited, in thousands, except	Stock		Shares					Capital			Retained			Treasury			Comprehensive			Benefits for
shares and per share amounts)	Amount		Outstanding			Amount		Surplus			Earnings			Stock			Income (Loss)			Directors			Total
December 31, 2020	$	144,484		67,254,706		$	141,834	$	1,634,815		$	831,688		$	(25,949	)	$	31,359		$	(1,494	)	$	2,756,737
Net income		—		—			—		—			73,115			—			—			—			73,115
Other comprehensive loss		—		—			—		—			—			—			(21,556	)		—			(21,556	)
Comprehensive income		—		—			—		—			—			—			—			—			51,559
Common dividends declared ($0.33 per share)		—		—			—		—			(22,095	)		—			—			—			(22,095	)
Preferred dividends declared ($16.875 per share)		—		—			—		—			(2,531	)		—			—			—			(2,531	)
Stock issued for dividend reinvestment		—		11,720			—		—			(391	)		391			—			—			—
Treasury shares acquired		—		(5,135	)		—		183			—			(183	)		—			—			—
Stock options exercised		—		20,843			—		(183	)		—			752			—			—			569
Stock compensation expense		—		—			—		1,288			—			—			—			—			1,288
Deferred benefits for directors- net		—		—