Enterprise Financial Services Corp 8-K, filed Apr 26, 2021
Enterprise Financial Services Corp (EFSC)
8-K
2021-04-26
For: 2021-04-26
View Original
Added on
July 04, 2026
About this 8-K
Enterprise Financial Services Corp filed this 8-K on April 26, 2021.
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code
(314 ) 725-5500
| Not applicable | ||
(Former name or former address, if changed since last report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On April 26, 2021, Enterprise Financial Services Corp (the "Company" or "EFSC") issued a press release announcing financial information for the quarter ended March 31, 2021. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
On April 27, 2021, at 10:00 a.m. Central time, the Company intends to hold a webcast to present information on its results of operations for the quarter ended March 31, 2021. The slide presentation which will accompany the webcast is furnished as Exhibit 99.2 and is incorporated herein by reference.
The press release, slide presentation and information contained therein and in this Item 2.02 shall not be deemed “filed” with the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure.
Enterprise Financial Services Corp (the "Company") is presenting the materials attached to this report as Exhibit 99.3 in meetings with certain investors and analysts during the second quarter of 2021.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL
Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K may be considered forward-looking statements regarding Enterprise, including its wholly-owned subsidiary EB&T, First Choice, including its wholly-owned subsidiary FCB, and Enterprise’s proposed acquisition of First Choice and FCB. These forward-looking statements may include: statements regarding the acquisition, the consideration payable in connection with the acquisition, and the ability of the parties to consummate the acquisition. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “pro forma” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that Enterprise anticipated in its forward-looking statements and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, the possibility: that expected benefits of the acquisition may not materialize in the timeframe expected or at all, or may be more costly to achieve; that the acquisition may not be timely completed, if at all; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive transaction agreement; the
outcome of any legal proceedings that may be instituted against Enterprise or First Choice; that prior to the completion of the acquisition or thereafter, Enterprise’s and First Choice’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies; that required regulatory, Enterprise shareholder or First Choice shareholder or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all; that adverse regulatory conditions may be imposed in connection with regulatory approvals of the acquisition; reputational risks and the reaction of the companies’ employees or customers to the transaction; diversion of management time on acquisition-related issues; that the COVID-19 pandemic, including uncertainty and volatility in financial, commodities and other markets, and disruptions to banking and other financial activity, could harm Enterprise and First Choice’s business, financial position and results of operations, and could adversely affect the timing and anticipated benefits of the proposed acquisition; and those factors and risks referenced from time to time in Enterprise’s filings with the Securities and Exchange Commission, or the SEC, including in Enterprise’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, its other filings with the SEC. For any forward-looking statements made in this Current Report on Form 8-K or in any documents, Enterprise claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Annualized, pro forma, projected and estimated numbers in this document are used for illustrative purposes only, are not forecasts and may not reflect actual results.
Except to the extent required by applicable law or regulation, Enterprise disclaims any obligation to revise or publicly release any revision or update to any of the forward-looking statements included herein to reflect events or circumstances that occur after the date on which such statements were made.
Additional Information About the Acquisition and Where to Find It
In connection with the proposed acquisition transaction, along with other relevant documents, a registration statement on Form S-4 will be filed with the SEC that will include a joint proxy statement/prospectus to be distributed to the shareholders of Enterprise and First Choice in connection with their votes on the acquisition. SHAREHOLDERS OF ENTERPRISE AND FIRST CHOICE ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND RELATED MATTERS. FREE COPIES OF THESE DOCUMENTS MAY BE OBTAINED AS DESCRIBED BELOW.
The final joint proxy statement/prospectus will be mailed to shareholders of Enterprise and First Choice. Investors and security holders will be able to obtain the documents, and any other documents Enterprise has filed with the SEC, free of charge at the SEC’s website, www.sec.gov. In addition, documents filed with the SEC by Enterprise in connection with the proposed acquisition will be available free of charge by (1) accessing Enterprise’s website at www.enterprisebank.com under the “Investor Relations” link, (2) writing Enterprise at 150 North Meramec, Clayton, Missouri 63105, Attention: Investor Relations, (3) accessing First Choice’s website at https://investors.firstchoicebankca.com under the “SEC Filings” tab, or (4) writing First Choice at 17785 Center Court Drive, N Suite 750, Cerritos, CA 90703, Attention: General Counsel.
Participants in Solicitation
First Choice and certain of their directors and executive officers, and Enterprise and certain of their directors, executive officers and other certain members of management and employees, may be deemed to be participants in the solicitation of proxies from the shareholders of First Choice and the shareholders of Enterprise in connection with the merger. Information about the directors and executive officers of Enterprise is set forth in the proxy statement for Enterprise’s 2021 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 17, 2021. Information about the directors and officers of First Choice will be set forth in the Form-10-K/A, to be filed with the SEC on or about April 27, 2021 and in the proxy statement of First Choice to be filed on Schedule 14A during the third quarter of 2021. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed acquisition when it becomes available. Free copies of this document, once filed, may be obtained as described in the preceding paragraph.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ENTERPRISE FINANCIAL SERVICES CORP | |||||||||||||||||
| Date: | April 26, 2021 | By: | /s/ Troy R. Dumlao | ||||||||||||||
| Troy R. Dumlao | |||||||||||||||||
| Senior Vice President and Chief Accounting Officer | |||||||||||||||||
Filed by Enterprise Financial Services Corp
pursuant to Rule 425 under the Securities Act of 1933,
as amended,
and deemed filed pursuant to Rule 14a-12
under the Securities and Exchange Act of 1934,
as amended
Subject Company: First Choice Bancorp
Commission File No: 001-38476
EXHIBIT 99.1
ENTERPRISE FINANCIAL REPORTS FIRST QUARTER 2021 RESULTS
First Quarter Results
•Net income of $29.9 million, $0.96 per diluted share
•Net interest margin (tax equivalent) of 3.50%
•Return on average assets of 1.22%
•Maintained dividend of $0.18 per share for second quarter
•Completed systems integration of Seacoast Commerce Banc Holdings (“Seacoast”)
•Announced the acquisition of First Choice Bancorp (“First Choice”), a California based $2.5 billion commercial bank
St. Louis, Mo. April 26, 2021 – Enterprise Financial Services Corp (Nasdaq: EFSC) (the “Company” or “EFSC”) reported net income of $29.9 million for the first quarter 2021, an increase of $1.0 million compared to the linked fourth quarter (“linked quarter”) and an increase of $17.1 million from the prior year quarter. Earnings per diluted share (“EPS”) was $0.96 for the first quarter 2021, compared to $1.00 and $0.48 for the linked and prior year quarters, respectively.
Jim Lally, EFSC’s President and Chief Executive Officer, commented, ‘Today we announced the acquisition of First Choice headquartered in Cerritos, California. This transaction strengthens our California presence with a pro forma asset base of $3.8 billion. I am excited about how this adds to our expected growth prospects and diversification of our business, particularly in close proximity to the successful first quarter core systems integration for Seacoast. We are off to a solid start in 2021, with earnings of $0.96 per share and continued execution on the Paycheck Protection Program (“PPP”) for the benefit of our customers. In addition, we issued our inaugural Environmental, Social and Governance report during March. I am pleased that we have taken the first step in reporting our ESG efforts and demonstrating the importance of our ESG objectives in meeting our mission.”
Highlights
•Earnings - Net income in the first quarter 2021 was $29.9 million, an increase of $1.0 million compared to the linked quarter and an increase of $17.1 million from the prior year quarter. EPS was $0.96 per diluted share for the first quarter 2021, compared to $1.00 and $0.48 per diluted share for the linked and prior year quarters, respectively. Merger-related expenses from the Seacoast transaction reduced net income $2.4 million, or $0.07 per share. The increase in net income and EPS from the prior year quarter was primarily due to a decrease of $22.2 million in the provision for credit losses.
•Pre-provision net revenue1 (“PPNR”) - PPNR of $40.7 million in the first quarter 2021 decreased $6.8 million and increased $2.6 million from the linked and prior year quarters, respectively. The decrease from the linked quarter was primarily due to a decline in tax credit revenue and PPP fees. The increase from the prior year quarter was primarily from the Seacoast acquisition that was completed in the fourth quarter and income from PPP that started in the second quarter of 2020.
1 PPNR is a non-GAAP measure. Refer to discussion and reconciliation of these measures in the accompanying financial tables.
•Net interest income and net interest margin (“NIM”) - Net interest income of $79.1 million for the first quarter 2021 increased $1.7 million and $15.8 million from the linked quarter and prior year quarter, respectively. NIM was 3.50% for the first quarter 2021, compared to 3.66% and 3.79% for the linked quarter and prior year quarter, respectively.
•Noninterest income - Noninterest income of $11.3 million for the first quarter 2021 decreased $7.2 million and $2.1 million from the linked quarter and prior year quarter, respectively. The decrease was primarily due to a decline in tax credit activity caused by delays in projects, which declined $5.1 million from the linked quarter and $3.1 million from the prior year quarter.
•Loans - Total loans increased $63.8 million, or 3.6% on an annualized basis, from the linked quarter to $7.3 billion as of March 31, 2021. Year-over-year, loans grew $1.8 billion, or 33.6% from $5.5 billion as of March 31, 2020, primarily due to Seacoast loans of $1.2 billion upon acquisition and PPP loans of $737.7 million. Average loans totaled $7.2 billion for the quarter ended March 31, 2021 compared to $6.8 billion and $5.4 billion for the linked and prior year quarters, respectively.
PPP details:
| Quarter ended | |||||||||||||||||||||||
| ($ in thousands, except per share data) | March 31, 2021 | December 31, 2020 | September 30, 2020 | June 30, 2020 | |||||||||||||||||||
| PPP loans outstanding, net of deferred fees | $ | 737,660 | $ | 698,645 | $ | 819,100 | $ | 807,814 | |||||||||||||||
| Average PPP loans outstanding, net | 692,161 | 806,697 | 813,244 | 634,632 | |||||||||||||||||||
| PPP average loan size | 220 | 187 | 216 | 224 | |||||||||||||||||||
| PPP interest and fee income | 8,475 | 10,261 | 5,226 | 4,083 | |||||||||||||||||||
| PPP deferred fees | 16,676 | 11,304 | 19,522 | 22,414 | |||||||||||||||||||
| PPP average yield | 4.97 | % | 5.06 | % | 2.56 | % | 2.59 | % | |||||||||||||||
| Quarter ended | |||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2021 | December 31, 2020 | September 30, 2020 | June 30, 2020 | ||||||||||||||||||||||||||||||||||||||||||||
| Financial Metrics: | As Reported | Excluding PPP* | As Reported | Excluding PPP* | As Reported | Excluding PPP* | As Reported | Excluding PPP* | |||||||||||||||||||||||||||||||||||||||
| EPS | $ | 0.96 | $ | 0.75 | $ | 1.00 | $ | 0.73 | $ | 0.68 | $ | 0.53 | $ | 0.56 | $ | 0.44 | |||||||||||||||||||||||||||||||
| ROAA | 1.22 | % | 1.03 | % | 1.26 | % | 1.01 | % | 0.86 | % | 0.74 | % | 0.72 | % | 0.62 | % | |||||||||||||||||||||||||||||||
| PPNR ROAA | 1.66 | % | 1.41 | % | 2.07 | % | 1.78 | % | 1.81 | % | 1.73 | % | 1.87 | % | 1.81 | % | |||||||||||||||||||||||||||||||
| Tangible common equity/tangible assets* | 8.18 | % | 8.84 | % | 8.40 | % | 9.07 | % | 7.99 | % | 8.89 | % | 7.81 | % | 8.67 | % | |||||||||||||||||||||||||||||||
| Leverage ratio | 9.5 | % | 10.2 | % | 10.0 | % | 11.0 | % | 9.2 | % | 10.2 | % | 9.2 | % | 10.0 | % | |||||||||||||||||||||||||||||||
| NIM | 3.50 | % | 3.39 | % | 3.66 | % | 3.52 | % | 3.29 | % | 3.37 | % | 3.53 | % | 3.62 | % | |||||||||||||||||||||||||||||||
| Allowance for credit losses on loans/loans | 1.80 | % | 2.01 | % | 1.89 | % | 2.09 | % | 2.01 | % | 2.32 | % | 1.80 | % | 2.07 | % | |||||||||||||||||||||||||||||||
| * Non-GAAP measures. Refer to discussion and reconciliation of these measures in the accompanying financial tables. Calculations not adjusted for increase in average deposits or increase in deposit expense, as applicable. | |||||||||||||||||||||||||||||||||||||||||||||||
2
•Asset quality - The allowance for credit losses on loans to total loans was 1.80% at March 31, 2021, compared to 1.89% and 1.69% at December 31, 2020 and March 31, 2020, respectively. Nonperforming assets to total assets was 0.50% at March 31, 2021 compared to 0.45% and 0.56% at December 31, 2020 and March 31, 2020, respectively. The decline in the allowance to total loans ratio in the first quarter 2021 was primarily due to loan charge-offs of $6.5 million, the majority of which had been reserved for in a prior period. High-quality credit metrics, continued improvement in economic forecasts and relatively stable loan volumes resulted in a nominal provision for credit losses in the current quarter.
•Deposits - Total deposits increased $530.1 million, or 6.6%, from the linked quarter to $8.5 billion as of March 31, 2021. Year-over-year, deposits grew $2.5 billion, or 42.2%, from $6.0 billion as of March 31, 2020. Average deposits totaled $8.2 billion for the quarter ended March 31, 2021 compared to $7.3 billion and $5.8 billion for the linked and prior year quarters, respectively. Deposits from the Seacoast acquisition and PPP loans contributed to the increase over the prior year period. Specialty deposits increased $163.4 million over the linked quarter primarily attributable to community associations and sponsor finance. The St. Louis, Kansas City, and New Mexico regions also experienced significant growth of $132.5 million, $129.3 million, and $77.5 million, respectively, over the linked quarter. Noninterest deposit accounts represented 34.2% of total deposits and the loan to deposit ratio was 85.6% at March 31, 2021.
•Capital - Total shareholders’ equity was $1.1 billion and the tangible common equity to tangible assets ratio was 8.2% at March 31, 2021, compared to 8.4% at December 31, 2020. The Bank’s regulatory capital ratios remain “well-capitalized,” with a common equity tier 1 ratio of 12.4% and a total risk-based capital ratio of 13.6% as of March 31, 2021. The Company’s common equity tier 1 ratio and total risk-based capital ratio was 11.0% and 15.1%, respectively, at March 31, 2021.
The Company has 95,907 shares available for repurchase under the existing common stock repurchase authorization.
The Company’s Board of Directors approved a quarterly dividend of $0.18 per common share, payable on June 30, 2021 to shareholders of record as of June 15, 2021.
•Liquidity - The Company maintains a high level of both on-balance-sheet and off-balance-sheet liquidity. At March 31, 2021, on-balance-sheet liquidity consisted of cash and unpledged investment securities of $1.0 billion. Off-balance-sheet liquidity totaled $1.8 billion through the Federal Home Loan Bank, Federal Reserve and correspondent bank lines. The Company also has an unused $25 million revolving line of credit and maintains a shelf registration allowing for the issuance of various forms of equity and debt securities.
3
Net Interest Income
Average Balance Sheets
The following table presents, for the periods indicated, certain information related to our average interest-earning assets and interest-bearing liabilities, as well as, the corresponding interest rates earned and paid, all on a tax-equivalent basis.
| Quarter ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2021 | December 31, 2020 | March 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | Average Balance | Interest Income/ Expense | Average Yield/ Rate | Average Balance | Interest Income/ Expense | Average Yield/ Rate | Average Balance | Interest Income/ Expense | Average Yield/ Rate | ||||||||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest-earning assets: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loans* | $ | 7,192,776 | $ | 77,073 | 4.35 | % | $ | 6,780,702 | $ | 76,044 | 4.46 | % | $ | 5,352,243 | $ | 67,290 | 5.06 | % | |||||||||||||||||||||||||||||||||||
| Debt and equity investments* | 1,417,305 | 8,818 | 2.52 | 1,395,806 | 8,986 | 2.56 | 1,346,968 | 9,707 | 2.90 | ||||||||||||||||||||||||||||||||||||||||||||
| Short-term investments | 679,659 | 189 | 0.11 | 347,629 | 120 | 0.14 | 92,248 | 300 | 1.31 | ||||||||||||||||||||||||||||||||||||||||||||
| Total earning assets | 9,289,740 | 86,080 | 3.76 | 8,524,137 | 85,150 | 3.97 | 6,791,459 | 77,297 | 4.58 | ||||||||||||||||||||||||||||||||||||||||||||
| Noninterest-earning assets | 650,312 | 617,022 | 572,146 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | 9,940,052 | $ | 9,141,159 | $ | 7,363,605 | |||||||||||||||||||||||||||||||||||||||||||||||
| Liabilities and Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest-bearing liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest-bearing transaction accounts | $ | 1,887,059 | $ | 328 | 0.07 | % | $ | 1,584,369 | $ | 265 | 0.07 | % | $ | 1,375,154 | $ | 1,338 | 0.39 | % | |||||||||||||||||||||||||||||||||||
| Money market accounts | 2,350,592 | 975 | 0.17 | 2,175,111 | 1,016 | 0.19 | 1,811,090 | 4,740 | 1.05 | ||||||||||||||||||||||||||||||||||||||||||||
| Savings | 654,662 | 48 | 0.03 | 620,248 | 46 | 0.03 | 542,993 | 143 | 0.11 | ||||||||||||||||||||||||||||||||||||||||||||
| Certificates of deposit | 537,166 | 1,312 | 0.99 | 567,456 | 1,739 | 1.22 | 793,213 | 3,667 | 1.86 | ||||||||||||||||||||||||||||||||||||||||||||
| Total interest-bearing deposits | 5,429,479 | 2,663 | 0.20 | 4,947,184 | 3,066 | 0.25 | 4,522,450 | 9,888 | 0.88 | ||||||||||||||||||||||||||||||||||||||||||||
| Subordinated debentures | 203,694 | 2,819 | 5.61 | 203,564 | 2,824 | 5.52 | 141,295 | 1,919 | 5.46 | ||||||||||||||||||||||||||||||||||||||||||||
| FHLB advances | 50,000 | 195 | 1.58 | 244,730 | 603 | 0.98 | 220,453 | 895 | 1.63 | ||||||||||||||||||||||||||||||||||||||||||||
| Securities sold under agreements to repurchase | 231,527 | 60 | 0.11 | 231,836 | 64 | 0.11 | 201,887 | 343 | 0.68 | ||||||||||||||||||||||||||||||||||||||||||||
| Other borrowings | 28,650 | 100 | 1.42 | 30,095 | 110 | 1.45 | 34,270 | 275 | 3.23 | ||||||||||||||||||||||||||||||||||||||||||||
| Total interest-bearing liabilities | 5,943,350 | 5,837 | 0.40 | 5,657,409 | 6,667 | 0.47 | 5,120,355 | 13,320 | 1.05 | ||||||||||||||||||||||||||||||||||||||||||||
| Noninterest-bearing liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Demand deposits | 2,777,900 | 2,363,890 | 1,315,267 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other liabilities | 122,321 | 127,843 | 62,948 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities | 8,843,571 | 8,149,142 | 6,498,570 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shareholders' equity | 1,096,481 | 992,017 | 865,035 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities and shareholders' equity | $ | 9,940,052 | $ | 9,141,159 | $ | 7,363,605 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total net interest income | $ | 80,243 | $ | 78,483 | $ | 63,977 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net interest margin | 3.50 | % | 3.66 | % | 3.79 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| * Non-taxable income is presented on a tax-equivalent basis using a 24.9% and 24.7% tax rate in 2021 and 2020, respectively. The tax-equivalent adjustments were $1.1 million for the three months ended March 31, 2021, and $0.6 million for each of the three months ended December 31, 2020 and March 31, 2020. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Net interest income for the first quarter increased $1.7 million to $79.1 million from $77.4 million in the linked quarter, and increased $15.8 million from the prior year period. NIM, on a tax equivalent basis, was 3.50% for the first quarter, compared to 3.66% in the linked quarter, and 3.79% in the first quarter of 2020. The increase in net interest income from the linked quarter was primarily due to the full quarter of earnings on acquired Seacoast assets and lower interest expense on paying liabilities, partially offset by reduced income from PPP loans and purchase accounting adjustments.
4
NIM decreased 16 basis points from the linked quarter to 3.50% during the current quarter primarily due to a 21 basis point decrease in earning asset yields. The decrease in the earning asset yield was primarily due to higher levels of cash related to PPP funds and deposit growth (13 bps), reduced income from PPP forgiveness (11 bps) and lower levels of accretion from purchase accounting (5 bps), partially offset by the full-quarter impact of acquired Seacoast assets (8 bps).
The cost of interest-bearing liabilities declined seven basis points from the linked quarter, primarily due to the full-quarter impact of lower cost deposits from Seacoast, lower rates on time deposits, and a reduction in expense on borrowings.
Loans
The following table presents total loans for the most recent five quarters:
| Quarter ended | |||||||||||||||||||||||||||||||||||||||||
| December 31, 2020 | |||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | March 31, 2021 | Seacoasta | Legacy EFSCa | Consolidated | September 30, 2020 | June 30, 2020 | March 31, 2020 | ||||||||||||||||||||||||||||||||||
| C&I | $ | 1,048,839 | $ | 16,079 | $ | 1,086,981 | $ | 1,103,060 | $ | 1,075,421 | $ | 1,052,373 | $ | 1,180,675 | |||||||||||||||||||||||||||
| CRE investor owned | 1,491,244 | 107,449 | 1,313,456 | 1,420,905 | 1,281,567 | 1,298,801 | 1,316,501 | ||||||||||||||||||||||||||||||||||
| CRE owner occupied | 805,581 | 98,134 | 727,712 | 825,846 | 766,919 | 782,258 | 743,962 | ||||||||||||||||||||||||||||||||||
| SBA loans | 941,075 | 874,578 | 21,352 | 895,930 | 15,927 | 17,195 | 17,381 | ||||||||||||||||||||||||||||||||||
| SBA PPP loans | 737,660 | 85,729 | 612,916 | 698,645 | 819,100 | 807,814 | — | ||||||||||||||||||||||||||||||||||
| Sponsor finance | 394,207 | — | 396,487 | 396,487 | 367,337 | 383,458 | 440,764 | ||||||||||||||||||||||||||||||||||
| Life insurance premium financing | 543,084 | — | 534,092 | 534,092 | 517,559 | 520,705 | 496,472 | ||||||||||||||||||||||||||||||||||
| Residential real estate | 299,517 | 9,138 | 308,953 | 318,091 | 321,258 | 326,467 | 346,225 | ||||||||||||||||||||||||||||||||||
| Construction and land development | 438,303 | 32,535 | 441,864 | 474,399 | 450,225 | 455,686 | 445,909 | ||||||||||||||||||||||||||||||||||
| Tax credits | 387,968 | — | 382,602 | 382,602 | 368,908 | 363,222 | 354,046 | ||||||||||||||||||||||||||||||||||
| Other | 201,303 | 764 | 174,114 | 174,878 | 142,086 | 132,072 | 115,582 | ||||||||||||||||||||||||||||||||||
| Total Loans | $ | 7,288,781 | $ | 1,224,406 | $ | 6,000,529 | $ | 7,224,935 | $ | 6,126,307 | $ | 6,140,051 | $ | 5,457,517 | |||||||||||||||||||||||||||
| Total loan yield | 4.35 | % | 4.46 | % | 4.08 | % | 4.31 | % | 5.06 | % | |||||||||||||||||||||||||||||||
| Variable interest rate loans to total loans | 56 | % | 57 | % | 50 | % | 51 | % | 60 | % | |||||||||||||||||||||||||||||||
| Certain prior period amounts have been reclassified among the categories to conform to the current period presentation. | |||||||||||||||||||||||||||||||||||||||||
a Amounts reported are as of December 31, 2020 and are separately shown attributable to the Seacoast loan portfolio acquired on November 12, 2020, and the Company’s pre-Seacoast acquisition loan portfolio. | |||||||||||||||||||||||||||||||||||||||||
Loans totaled $7.3 billion at March 31, 2021, increasing $63.8 million, or 3.6% on an annualized basis, compared to the linked quarter. Year-over-year, loans increased $1.8 billion, or 33.6%. The year-over-year increase was primarily due to the Seacoast acquisition and PPP loans. The largest growth categories, excluding PPP, compared to the linked quarter were investor-owned CRE, SBA, other, life insurance premium finance, and tax credits. Line draw utilization continues to decline. For the quarter ended March 31, 2021 average line draw utilization was 37.0% compared to 38.1% and 47.3% for the linked quarter and prior-year quarter, respectively.
5
Asset Quality
The following table presents the categories of nonperforming assets and related ratios for the most recent five quarters:
| Quarter ended | |||||||||||||||||||||||||||||
| ($ in thousands) | March 31, 2021 | December 31, 2020 | September 30, 2020 | June 30, 2020 | March 31, 2020 | ||||||||||||||||||||||||
| Nonperforming loans* | $ | 36,659 | $ | 38,507 | $ | 39,623 | $ | 41,473 | $ | 37,204 | |||||||||||||||||||
| Other real estate | 6,164 | 5,330 | 4,835 | 4,874 | 5,072 | ||||||||||||||||||||||||
| Nonperforming assets* | $ | 42,823 | $ | 43,837 | $ | 44,458 | $ | 46,347 | $ | 42,276 | |||||||||||||||||||
| Nonperforming loans to total loans | 0.50 | % | 0.53 | % | 0.65 | % | 0.68 | % | 0.68 | % | |||||||||||||||||||
| Nonperforming assets to total assets | 0.42 | % | 0.45 | % | 0.53 | % | 0.55 | % | 0.56 | % | |||||||||||||||||||
| Allowance for loan losses to total loans | 1.80 | % | 1.89 | % | 2.01 | % | 1.80 | % | 1.69 | % | |||||||||||||||||||
| Net charge-offs (recoveries) | $ | 5,647 | $ | (612) | $ | 1,027 | $ | 309 | $ | 1,183 | |||||||||||||||||||
| *Excludes government guaranteed balances. | |||||||||||||||||||||||||||||
Nonperforming loans decreased $1.8 million to $36.7 million at March 31, 2021 from $38.5 million at December 31, 2020. Activity during the current quarter primarily included additions of $6.2 million, reductions of $1.6 million, and charge-offs of $6.5 million. The addition of $6.2 million during the quarter was primarily from a $4.2 million retail relationship that went on nonaccrual. Other real estate increased during the first quarter 2021 due to one addition of $1.2 million partially offset by sales of $0.4 million.
The Company recorded a provision for credit losses of $46.3 thousand for the first quarter 2021 compared to $9.5 million for the linked quarter and $22.3 million for the prior year quarter. While the majority of the charge-offs in the quarter were reserved for in a prior period, a provision of approximately $3.0 million was recognized on a retail loan that defaulted in the quarter. The impact on the provision for credit losses of this loan was offset by an improvement in the economic forecast, net of qualitative adjustments.
Deposits
The following table presents deposits broken out by type for the most recent five quarters:
| Quarter ended | |||||||||||||||||||||||||||||||||||||||||
| December 31, 2020 | |||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | March 31, 2021 | Seacoasta | Legacy EFSCa | Consolidated | September 30, 2020 | June 30, 2020 | March 31, 2020 | ||||||||||||||||||||||||||||||||||
| Noninterest-bearing accounts | $ | 2,910,216 | $ | 666,447 | $ | 2,045,381 | $ | 2,711,828 | $ | 1,929,540 | $ | 1,965,868 | $ | 1,354,571 | |||||||||||||||||||||||||||
| Interest-bearing transaction accounts | 1,990,308 | 55,590 | 1,712,907 | 1,768,497 | 1,499,756 | 1,508,535 | 1,389,603 | ||||||||||||||||||||||||||||||||||
| Money market and savings accounts | 3,093,569 | 327,471 | 2,627,498 | 2,954,969 | 2,634,885 | 2,566,011 | 2,479,828 | ||||||||||||||||||||||||||||||||||
| Brokered certificates of deposit | 50,209 | — | 50,209 | 50,209 | 65,209 | 85,414 | 170,667 | ||||||||||||||||||||||||||||||||||
| Other certificates of deposit | 471,142 | 10,325 | 489,561 | 499,886 | 546,836 | 573,752 | 595,237 | ||||||||||||||||||||||||||||||||||
| Total deposit portfolio | $ | 8,515,444 | $ | 1,059,833 | $ | 6,925,556 | $ | 7,985,389 | $ | 6,676,226 | $ | 6,699,580 | $ | 5,989,906 | |||||||||||||||||||||||||||
| Noninterest-bearing deposits to total deposits | 34.2 | % | 62.9 | % | 29.5 | % | 34.0 | % | 28.9 | % | 29.3 | % | 22.6 | % | |||||||||||||||||||||||||||
aAmounts reported are as of December 31, 2020 and are shown separately attributable to the Seacoast deposit portfolio acquired on November 12, 2020, and the Company’s pre-Seacoast acquisition deposit portfolio. | |||||||||||||||||||||||||||||||||||||||||
Total deposits at March 31, 2021 were $8.5 billion, an increase of $530.1 million from December 31, 2020, and an increase of $2.5 billion from March 31, 2020.
6
Core deposits, defined as total deposits excluding certificates of deposits, were $8.0 billion at March 31, 2021, an increase of $558.8 million from the linked quarter. The Company’s participation in PPP continues to contribute to the increase in deposits. Money market and savings accounts increased $138.6 million compared to the linked quarter, while interest-bearing and noninterest-bearing deposits increased $221.8 million and $198.4 million, respectively. Noninterest-bearing deposits were $2.9 billion at March 31, 2021, or 34.2% of total deposits. Certificates of deposit decreased $28.7 million from the linked quarter and $244.6 million from the prior year quarter. The total cost of deposits was 0.13% for the current quarter compared to 0.17% and 0.68% for the linked quarter and prior year quarter, respectively.
Noninterest Income
The following table presents a comparative summary of the major components of noninterest income for the periods indicated:
| Linked quarter comparison | Prior year comparison | ||||||||||||||||||||||||||||||||||||||||
| Quarter ended | Quarter ended | ||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | March 31, 2021 | December 31, 2020 | Increase (decrease) | March 31, 2020 | Increase (decrease) | ||||||||||||||||||||||||||||||||||||
| Service charges on deposit accounts | $ | 3,084 | $ | 3,160 | $ | (76) | (2) | % | $ | 3,143 | $ | (59) | (2) | % | |||||||||||||||||||||||||||
| Wealth management revenue | 2,483 | 2,449 | 34 | 1 | % | 2,501 | (18) | (1) | % | ||||||||||||||||||||||||||||||||
| Card services revenue | 2,496 | 2,511 | (15) | (1) | % | 2,247 | 249 | 11 | % | ||||||||||||||||||||||||||||||||
| Tax credit income (expense) | (1,041) | 4,048 | (5,089) | 126 | % | 2,036 | (3,077) | (151) | % | ||||||||||||||||||||||||||||||||
| Miscellaneous income | 4,268 | 6,338 | (2,070) | (33) | % | 3,481 | 787 | 23 | % | ||||||||||||||||||||||||||||||||
| Total noninterest income | $ | 11,290 | $ | 18,506 | $ | (7,216) | (39) | % | $ | 13,408 | $ | (2,118) | (16) | % | |||||||||||||||||||||||||||
Total noninterest income for the first quarter 2021 was $11.3 million, a decrease of $7.2 million from the linked quarter and a decrease of $2.1 million from the prior year quarter. The decrease from the linked quarter and prior year quarter was primarily due to a decline in tax credit income. Several tax credit projects that were expected to close in the quarter were delayed and did not close. In addition, projects carried at fair value recognized a reduced valuation during the quarter due to an increase in the longer-term LIBOR swap rates used in the valuation process. The decline in miscellaneous income from the linked quarter was due to income earned on community development investments in the fourth quarter 2020 that did not reoccur in the current period.
Noninterest Expenses
Noninterest expense was $52.9 million for the first quarter 2021, compared to $51.1 million for the linked quarter, and $38.7 million for the first quarter 2020. The increase from the linked quarter and prior year quarter was primarily due to having a full quarter of Seacoast operations, which totaled $10.2 million in the first quarter 2021. Merger-related expenses were $3.1 million and $2.6 million in the current and linked quarters, respectively. The Company does not expect to incur any additional material merger expenses related to the Seacoast transaction.
For the first quarter 2021, the Company’s efficiency ratio was 58.5% compared to 53.2% and 50.4% for the linked quarter and prior year quarter, respectively. The Company’s core efficiency ratio2 was 55.0% for the quarter ended March 31, 2021, compared to 50.9% for the linked quarter and 51.2% for the prior year quarter.
2 Core efficiency ratio is a non-GAAP measure. Refer to discussion and reconciliation of this measure in the accompanying financial tables.
Income Taxes
The Company’s effective tax rate was 20% for the quarter ended March 31, 2021, compared to 18% in the linked quarter and 19% in the prior year quarter.
7
Capital
The following table presents various EFSC capital ratios:
| Quarter ended | |||||||||||||||||||||||||||||
| Percent | March 31, 2021 | December 31, 2020 | September 30, 2020 | June 30, 2020 | March 31, 2020 | ||||||||||||||||||||||||
| Total risk-based capital to risk-weighted assets | 15.1 | % | 14.9 | % | 14.6 | % | 14.4 | % | 12.9 | % | |||||||||||||||||||
| Tier 1 capital to risk weighted assets | 12.3 | % | 12.1 | % | 11.6 | % | 11.4 | % | 11.0 | % | |||||||||||||||||||
| Common equity tier 1 capital to risk-weighted assets | 11.0 | % | 10.9 | % | 10.2 | % | 9.9 | % | 9.6 | % | |||||||||||||||||||
| Tangible common equity to tangible assets | 8.2 | % | 8.4 | % | 8.0 | % | 7.8 | % | 8.4 | % | |||||||||||||||||||
The Company’s regulatory capital ratios continue to expand due to the Company’s earnings profile and manageable dividend payout ratio. The decline in the tangible common equity to tangible assets ratio was primarily due to continued growth in the balance sheet from PPP loans and the related deposit balances. Capital ratios for the current quarter are subject to, among other things, completion and filing of the Company’s regulatory reports and ongoing regulatory review.
Use of Non-GAAP Financial Measures
The Company’s accounting and reporting policies conform to generally accepted accounting principles in the United States (“GAAP”) and the prevailing practices in the banking industry. However, the Company provides other financial measures, such as tangible common equity, PPNR, PPNR ROAA, financial metrics adjusted for PPP impact, core efficiency ratio, and the tangible common equity ratio, in this release that are considered “non-GAAP financial measures.” Generally, a non-GAAP financial measure is a numerical measure of a company’s financial performance, financial position, or cash flows that exclude (or include) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP.
The Company considers its tangible common equity, PPNR, PPNR ROAA, financial metrics adjusted for PPP impact, core efficiency ratio, and the tangible common equity ratio, collectively “core performance measures,” presented in this earnings release and the included tables as important measures of financial performance, even though they are non-GAAP measures, as they provide supplemental information by which to evaluate the impact of certain non-comparable items, and the Company’s operating performance on an ongoing basis. Core performance measures exclude certain other income and expense items, such as merger-related expenses, facilities charges, and the gain or loss on sale of investment securities, the Company believes to be not indicative of or useful to measure the Company’s operating performance on an ongoing basis. The attached tables contain a reconciliation of these core performance measures to the GAAP measures. The Company believes that the tangible common equity ratio provides useful information to investors about the Company’s capital strength even though it is considered to be a non-GAAP financial measure and is not part of the regulatory capital requirements to which the Company is subject.
The Company believes these non-GAAP measures and ratios, when taken together with the corresponding GAAP measures and ratios, provide meaningful supplemental information regarding the Company’s performance and capital strength. The Company’s management uses, and believes that investors benefit from referring to, these non-GAAP measures and ratios in assessing the Company’s operating results and related trends and when forecasting future periods. However, these non-GAAP measures and ratios should be considered in addition to, and not as a substitute for or preferable to, ratios prepared in accordance with GAAP. In the attached tables, the Company has provided a reconciliation of, where applicable, the most comparable GAAP financial measures and ratios to the non-GAAP financial measures and ratios, or a reconciliation of the non-GAAP calculation of the financial measures for the periods indicated.
Conference Call and Webcast Information
The Company will host a conference call and webcast at 10:00 a.m. Central Time on Tuesday, April 27, 2021. During the call, management will review the first quarter of 2021 results and related matters. This press release as
8
well as a related slide presentation will be accessible on the Company’s website at www.enterprisebank.com under “Investor Relations” prior to the scheduled broadcast of the conference call. The call can be accessed via this same website page, or via telephone at 1-800-353-6461 (Conference ID #2910583). A recorded replay of the conference call will be available on the website approximately two hours after the call’s completion. Visit http://bit.ly/EFSC1Q2021earnings and register to receive a dial in number, passcode, and pin number. The replay will be available for approximately two weeks following the conference call.
About Enterprise
Enterprise Financial Services Corp (Nasdaq: EFSC), with approximately $10.2 billion in assets, is a financial holding company headquartered in Clayton, Missouri. Enterprise Bank & Trust, a Missouri state-chartered trust company with banking powers and a wholly-owned subsidiary of EFSC, operates 39 branch offices in Arizona, California, Kansas, Missouri, Nevada, and New Mexico, and SBA loan and deposit production offices in Arizona, California, Colorado, Illinois, Indiana, Massachusetts, Michigan, Nevada, Ohio, Oregon, Texas, Utah, and Washington. Enterprise Bank & Trust offers a range of business and personal banking services and wealth management services. Enterprise Trust, a division of Enterprise Bank & Trust, provides financial planning, estate planning, investment management and trust services to businesses, individuals, institutions, retirement plans and non-profit organizations. Additional information is available at www.enterprisebank.com.
Enterprise Financial Services Corp’s common stock is traded on the Nasdaq Stock Market under the symbol “EFSC.” Please visit our website at www.enterprisebank.com to see our regularly posted material information.
Forward-looking Statements
Certain statements contained in this Current Report on Form 8-K may be considered forward-looking statements regarding Enterprise, including its wholly-owned subsidiary EB&T, First Choice, including its wholly-owned subsidiary FCB, and Enterprise’s proposed acquisition of First Choice and FCB. These forward-looking statements may include: statements regarding the acquisition, the consideration payable in connection with the acquisition, and the ability of the parties to consummate the acquisition. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “pro forma” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that Enterprise anticipated in its forward-looking statements and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, the possibility: that expected benefits of the acquisition may not materialize in the timeframe expected or at all, or may be more costly to achieve; that the acquisition may not be timely completed, if at all; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive transaction agreement; the outcome of any legal proceedings that may be instituted against Enterprise or First Choice; that prior to the completion of the acquisition or thereafter, Enterprise’s and First Choice’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies; that required regulatory, Enterprise shareholder or First Choice shareholder or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all; that adverse regulatory conditions may be imposed in connection with regulatory approvals of the acquisition; reputational risks and the reaction of the companies’ employees or customers to the transaction; diversion of management time on acquisition-related issues; that the COVID-19 pandemic, including uncertainty and volatility in financial, commodities and other markets, and disruptions to banking and other financial activity, could harm Enterprise and First Choice’s business, financial position and results of operations, and could adversely affect the timing and anticipated benefits of the proposed acquisition; and those factors and risks referenced from time to time in Enterprise’s filings with the Securities and Exchange Commission, or the SEC, including in Enterprise’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, its other filings with the SEC. For any forward-looking statements made in this Current Report on Form 8-K or in any documents, Enterprise claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
9
Annualized, pro forma, projected and estimated numbers in this document are used for illustrative purposes only, are not forecasts and may not reflect actual results.
Except to the extent required by applicable law or regulation, Enterprise disclaims any obligation to revise or publicly release any revision or update to any of the forward-looking statements included herein to reflect events or circumstances that occur after the date on which such statements were made.
Additional Information About the Acquisition and Where to Find It
In connection with the proposed acquisition transaction, along with other relevant documents, a registration statement on Form S-4 will be filed with the SEC that will include a joint proxy statement/prospectus to be distributed to the shareholders of Enterprise and First Choice in connection with their votes on the acquisition. SHAREHOLDERS OF ENTERPRISE AND FIRST CHOICE ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND RELATED MATTERS. FREE COPIES OF THESE DOCUMENTS MAY BE OBTAINED AS DESCRIBED BELOW.
The final joint proxy statement/prospectus will be mailed to shareholders of Enterprise and First Choice. Investors and security holders will be able to obtain the documents, and any other documents Enterprise has filed with the SEC, free of charge at the SEC’s website, www.sec.gov. In addition, documents filed with the SEC by Enterprise in connection with the proposed acquisition will be available free of charge by (1) accessing Enterprise’s website at www.enterprisebank.com under the “Investor Relations” link, (2) writing Enterprise at 150 North Meramec, Clayton, Missouri 63105, Attention: Investor Relations, (3) accessing First Choice’s website at https://investors.firstchoicebankca.com under the “SEC Filings” tab, or (4) writing First Choice at 17785 Center Court Drive, N Suite 750, Cerritos, CA 90703, Attention: General Counsel.
Participants in Solicitation
First Choice and certain of their directors and executive officers, and Enterprise and certain of their directors, executive officers and other certain members of management and employees, may be deemed to be participants in the solicitation of proxies from the shareholders of First Choice and the shareholders of Enterprise in connection with the merger. Information about the directors and executive officers of Enterprise is set forth in the proxy statement for Enterprise’s 2021 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 17, 2021. Information about the directors and officers of First Choice will be set forth in the Form-10-K/A, to be filed with the SEC on or about April 27, 2021 and in the proxy statement of First Choice to be filed on Schedule 14A during the third quarter of 2021. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed acquisition when it becomes available. Free copies of this document, once filed, may be obtained as described in the preceding paragraph.
For more information contact
Investor Relations: Keene Turner, Executive Vice President and CFO (314) 512-7233
Media: Steve Richardson, Vice President (314) 512-7183
10
ENTERPRISE FINANCIAL SERVICES CORP
CONSOLIDATED FINANCIAL SUMMARY (unaudited)
| Quarter ended | |||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share data) | Mar 31, 2021 | Dec 31, 2020 | Sep 30, 2020 | Jun 30, 2020 | Mar 31, 2020 | ||||||||||||||||||||||||||||||||||||
| EARNINGS SUMMARY | |||||||||||||||||||||||||||||||||||||||||
| Net interest income | $ | 79,123 | $ | 77,446 | $ | 63,354 | $ | 65,833 | $ | 63,368 | |||||||||||||||||||||||||||||||
| Provision for credit losses | 46 | 9,463 | 14,080 | 19,591 | 22,264 | ||||||||||||||||||||||||||||||||||||
| Noninterest income | 11,290 | 18,506 | 12,629 | 9,960 | 13,408 | ||||||||||||||||||||||||||||||||||||
| Noninterest expense | 52,884 | 51,050 | 39,524 | 37,912 | 38,673 | ||||||||||||||||||||||||||||||||||||
| Income before income tax expense | 37,483 | 35,439 | 22,379 | 18,290 | 15,839 | ||||||||||||||||||||||||||||||||||||
| Income tax expense | 7,557 | 6,508 | 4,428 | 3,656 | 2,971 | ||||||||||||||||||||||||||||||||||||
| Net income | $ | 29,926 | $ | 28,931 | $ | 17,951 | $ | 14,634 | $ | 12,868 | |||||||||||||||||||||||||||||||
| Diluted earnings per share | $ | 0.96 | $ | 1.00 | $ | 0.68 | $ | 0.56 | $ | 0.48 | |||||||||||||||||||||||||||||||
| Return on average assets | 1.22 | % | 1.26 | % | 0.86 | % | 0.72 | % | 0.70 | % | |||||||||||||||||||||||||||||||
| Return on average common equity | 11.07 | % | 11.60 | % | 8.06 | % | 6.78 | % | 5.98 | % | |||||||||||||||||||||||||||||||
| Return on average tangible common equity | 14.92 | % | 15.73 | % | 10.94 | % | 9.28 | % | 8.22 | % | |||||||||||||||||||||||||||||||
| Net interest margin (tax equivalent) | 3.50 | % | 3.66 | % | 3.29 | % | 3.53 | % | 3.79 | % | |||||||||||||||||||||||||||||||
| Efficiency ratio | 58.49 | % | 53.20 | % | 52.02 | % | 50.02 | % | 50.37 | % | |||||||||||||||||||||||||||||||
Core efficiency ratio1 | 55.02 | % | 50.93 | % | 51.04 | % | 50.66 | % | 51.21 | % | |||||||||||||||||||||||||||||||
| Total assets | $ | 10,190,699 | $ | 9,751,571 | $ | 8,367,976 | $ | 8,357,501 | $ | 7,500,643 | |||||||||||||||||||||||||||||||
| Total average assets | 9,940,052 | 9,141,159 | 8,341,968 | 8,158,204 | 7,363,605 | ||||||||||||||||||||||||||||||||||||
| Total deposits | 8,515,444 | 7,985,389 | 6,676,226 | 6,699,580 | 5,989,906 | ||||||||||||||||||||||||||||||||||||
| Total average deposits | 8,207,379 | 7,311,074 | 6,666,368 | 6,551,734 | 5,837,717 | ||||||||||||||||||||||||||||||||||||
| Period end common shares outstanding | 31,259 | 31,210 | 26,210 | 26,196 | 26,161 | ||||||||||||||||||||||||||||||||||||
| Dividends per common share | $ | 0.18 | $ | 0.18 | $ | 0.18 | $ | 0.18 | $ | 0.18 | |||||||||||||||||||||||||||||||
| Tangible book value per common share | $ | 25.92 | $ | 25.48 | $ | 24.80 | $ | 24.22 | $ | 23.38 | |||||||||||||||||||||||||||||||
Tangible common equity to tangible assets1 | 8.18 | % | 8.40 | % | 7.99 | % | 7.81 | % | 8.42 | % | |||||||||||||||||||||||||||||||
| Total risk-based capital to risk-weighted assets | 15.1 | % | 14.9 | % | 14.6 | % | 14.4 | % | 12.9 | % | |||||||||||||||||||||||||||||||
1Refer to Reconciliations of Non-GAAP Financial Measures table for a reconciliation of these measures to GAAP. | |||||||||||||||||||||||||||||||||||||||||
11
ENTERPRISE FINANCIAL SERVICES CORP
CONSOLIDATED FINANCIAL SUMMARY (unaudited) (continued)
| Quarter ended | |||||||||||||||||||||||||||||||||||||||||
| ($ in thousands, except per share data) | Mar 31, 2021 | Dec 31, 2020 | Sep 30, 2020 | Jun 30, 2020 | Mar 31, 2020 | ||||||||||||||||||||||||||||||||||||
| INCOME STATEMENTS | |||||||||||||||||||||||||||||||||||||||||
| NET INTEREST INCOME | |||||||||||||||||||||||||||||||||||||||||
| Total interest income | $ | 84,960 | $ | 84,113 | $ | 70,787 | $ | 73,191 | $ | 76,688 | |||||||||||||||||||||||||||||||
| Total interest expense | 5,837 | 6,667 | 7,433 | 7,358 | 13,320 | ||||||||||||||||||||||||||||||||||||
| Net interest income | 79,123 | 77,446 | 63,354 | 65,833 | 63,368 | ||||||||||||||||||||||||||||||||||||
| Provision for credit losses | 46 | 9,463 | 14,080 | 19,591 | 22,264 | ||||||||||||||||||||||||||||||||||||
| Net interest income after provision for credit losses | 79,077 | 67,983 | 49,274 | 46,242 | 41,104 | ||||||||||||||||||||||||||||||||||||
| NONINTEREST INCOME | |||||||||||||||||||||||||||||||||||||||||
| Deposit service charges | 3,084 | 3,160 | 2,798 | 2,616 | 3,143 | ||||||||||||||||||||||||||||||||||||
| Wealth management revenue | 2,483 | 2,449 | 2,456 | 2,326 | 2,501 | ||||||||||||||||||||||||||||||||||||
| Card services revenue | 2,496 | 2,511 | 2,498 | 2,225 | 2,247 | ||||||||||||||||||||||||||||||||||||
| Tax credit income (expense) | (1,041) | 4,048 | 748 | (221) | 2,036 | ||||||||||||||||||||||||||||||||||||
| Other income | 4,268 | 6,338 | 4,129 | 3,014 | 3,481 | ||||||||||||||||||||||||||||||||||||
| Total noninterest income | 11,290 | 18,506 | 12,629 | 9,960 | 13,408 | ||||||||||||||||||||||||||||||||||||
| NONINTEREST EXPENSE | |||||||||||||||||||||||||||||||||||||||||
| Employee compensation and benefits | 29,562 | 26,174 | 22,040 | 22,389 | 21,685 | ||||||||||||||||||||||||||||||||||||
| Occupancy | 3,751 | 3,517 | 3,408 | 3,185 | 3,347 | ||||||||||||||||||||||||||||||||||||
| Merger-related expenses | 3,142 | 2,611 | 1,563 | — | — | ||||||||||||||||||||||||||||||||||||
| Other | 16,429 | 18,748 | 12,513 | 12,338 | 13,641 | ||||||||||||||||||||||||||||||||||||
| Total noninterest expense | 52,884 | 51,050 | 39,524 | 37,912 | 38,673 | ||||||||||||||||||||||||||||||||||||
| Income before income tax expense | 37,483 | 35,439 | 22,379 | 18,290 | 15,839 | ||||||||||||||||||||||||||||||||||||
| Income tax expense | 7,557 | 6,508 | 4,428 | 3,656 | 2,971 | ||||||||||||||||||||||||||||||||||||
| Net income | $ | 29,926 | $ | 28,931 | $ | 17,951 | $ | 14,634 | $ | 12,868 | |||||||||||||||||||||||||||||||
| Basic earnings per share | $ | 0.96 | $ | 1.00 | $ | 0.68 | $ | 0.56 | $ | 0.49 | |||||||||||||||||||||||||||||||
| Diluted earnings per share | $ | 0.96 | $ | 1.00 | $ | 0.68 | $ | 0.56 | $ | 0.48 | |||||||||||||||||||||||||||||||
12
ENTERPRISE FINANCIAL SERVICES CORP
CONSOLIDATED FINANCIAL SUMMARY (unaudited) (continued)
| Quarter ended | |||||||||||||||||||||||||||||
| ($ in thousands) | Mar 31, 2021 | Dec 31, 2020 | Sep 30, 2020 | Jun 30, 2020 | Mar 31, 2020 | ||||||||||||||||||||||||
| BALANCE SHEETS | |||||||||||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||||||||
| Cash and due from banks | $ | 103,367 | $ | 99,760 | $ | 98,816 | $ | 100,804 | $ | 98,619 | |||||||||||||||||||
| Interest-earning deposits | 788,464 | 445,569 | 301,773 | 254,830 | 88,794 | ||||||||||||||||||||||||
| Debt and equity investments | 1,463,818 | 1,448,803 | 1,375,931 | 1,387,001 | 1,382,149 | ||||||||||||||||||||||||
| Loans held for sale | 8,531 | 13,564 | 14,032 | 16,029 | 8,430 | ||||||||||||||||||||||||
| Loans | 7,288,781 | 7,224,935 | 6,126,307 | 6,140,051 | 5,457,517 | ||||||||||||||||||||||||
| Less: Allowance for loan losses | 131,527 | 136,671 | 123,270 | 110,270 | 92,187 | ||||||||||||||||||||||||
| Total loans, net | 7,157,254 | 7,088,264 | 6,003,037 | 6,029,781 | 5,365,330 | ||||||||||||||||||||||||
| Fixed assets, net | 52,078 | 53,169 | 56,807 | 58,231 | 59,358 | ||||||||||||||||||||||||
| Goodwill | 260,567 | 260,567 | 210,344 | 210,344 | 210,344 | ||||||||||||||||||||||||
| Intangible assets, net | 21,670 | 23,084 | 21,820 | 23,196 | 24,585 | ||||||||||||||||||||||||
| Other assets | 334,950 | 318,791 | 285,416 | 277,285 | 263,034 | ||||||||||||||||||||||||
| Total assets | $ | 10,190,699 | $ | 9,751,571 | $ | 8,367,976 | $ | 8,357,501 | $ | 7,500,643 | |||||||||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||||||||||||||||||||
| Noninterest-bearing deposits | $ | 2,910,216 | $ | 2,711,828 | $ | 1,929,540 | $ | 1,965,868 | $ | 1,354,571 | |||||||||||||||||||
| Interest-bearing deposits | 5,605,228 | 5,273,561 | 4,746,686 | 4,733,712 | 4,635,335 | ||||||||||||||||||||||||
| Total deposits | 8,515,444 | 7,985,389 | 6,676,226 | 6,699,580 | 5,989,906 | ||||||||||||||||||||||||
| Subordinated debentures | 203,778 | 203,637 | 203,510 | 203,384 | 141,336 | ||||||||||||||||||||||||
| FHLB advances | 50,000 | 50,000 | 250,000 | 250,000 | 222,000 | ||||||||||||||||||||||||
| Other borrowings | 229,389 | 301,081 | 239,038 | 227,961 | 205,918 | ||||||||||||||||||||||||
| Other liabilities | 99,591 | 132,489 | 116,935 | 108,613 | 95,047 | ||||||||||||||||||||||||
| Total liabilities | 9,098,202 | 8,672,596 | 7,485,709 | 7,489,538 | 6,654,207 | ||||||||||||||||||||||||
| Shareholders’ equity | 1,092,497 | 1,078,975 | 882,267 | 867,963 | 846,436 | ||||||||||||||||||||||||
| Total liabilities and shareholders’ equity | $ | 10,190,699 | $ | 9,751,571 | $ | 8,367,976 | $ | 8,357,501 | $ | 7,500,643 | |||||||||||||||||||
13
ENTERPRISE FINANCIAL SERVICES CORP
CONSOLIDATED FINANCIAL SUMMARY (unaudited) (continued)
| Quarter ended | |||||||||||||||||||||||||||||
| ($ in thousands) | Mar 31, 2021 | Dec 31, 2020 | Sep 30, 2020 | Jun 30, 2020 | Mar 31, 2020 | ||||||||||||||||||||||||
| LOAN PORTFOLIO | |||||||||||||||||||||||||||||
| Commercial and industrial | $ | 3,079,643 | $ | 3,088,995 | $ | 3,152,394 | $ | 3,143,197 | $ | 2,469,013 | |||||||||||||||||||
| Commercial real estate | 3,186,970 | 3,087,827 | 2,027,886 | 2,048,444 | 2,048,357 | ||||||||||||||||||||||||
| Construction real estate | 510,501 | 546,686 | 474,727 | 481,221 | 469,627 | ||||||||||||||||||||||||
| Residential real estate | 303,047 | 319,179 | 321,792 | 326,992 | 346,758 | ||||||||||||||||||||||||
| Other | 208,620 | 182,248 | 149,508 | 140,197 | 123,762 | ||||||||||||||||||||||||
| Total loans | $ | 7,288,781 | $ | 7,224,935 | $ | 6,126,307 | $ | 6,140,051 | $ | 5,457,517 | |||||||||||||||||||
| DEPOSIT PORTFOLIO | |||||||||||||||||||||||||||||
| Noninterest-bearing accounts | $ | 2,910,216 | $ | 2,711,828 | $ | 1,929,540 | $ | 1,965,868 | $ | 1,354,571 | |||||||||||||||||||
| Interest-bearing transaction accounts | 1,990,308 | 1,768,497 | 1,499,756 | 1,508,535 | 1,389,603 | ||||||||||||||||||||||||
| Money market and savings accounts | 3,093,569 | 2,954,969 | 2,634,885 | 2,566,011 | 2,479,828 | ||||||||||||||||||||||||
| Brokered certificates of deposit | 50,209 | 50,209 | 65,209 | 85,414 | 170,667 | ||||||||||||||||||||||||
| Other certificates of deposit | 471,142 | 499,886 | 546,836 | 573,752 | 595,237 | ||||||||||||||||||||||||
| Total deposit portfolio | $ | 8,515,444 | $ | 7,985,389 | $ | 6,676,226 | $ | 6,699,580 | $ | 5,989,906 | |||||||||||||||||||
| AVERAGE BALANCES | |||||||||||||||||||||||||||||
| Total loans | $ | 7,192,776 | $ | 6,780,701 | $ | 6,112,715 | $ | 6,032,076 | $ | 5,352,243 | |||||||||||||||||||
| Debt and equity investments | 1,417,305 | 1,395,806 | 1,361,515 | 1,361,853 | 1,346,968 | ||||||||||||||||||||||||
| Interest-earning assets | 9,289,741 | 8,524,136 | 7,770,084 | 7,571,196 | 6,791,459 | ||||||||||||||||||||||||
| Total assets | 9,940,052 | 9,141,159 | 8,341,968 | 8,158,204 | 7,363,605 | ||||||||||||||||||||||||
| Deposits | 8,207,379 | 7,311,074 | 6,666,368 | 6,551,734 | 5,837,717 | ||||||||||||||||||||||||
| Shareholders’ equity | 1,096,481 | 992,017 | 885,496 | 868,163 | 865,035 | ||||||||||||||||||||||||
Tangible common equity1 | 813,568 | 731,813 | 652,663 | 633,946 | 629,390 | ||||||||||||||||||||||||
| YIELDS (tax equivalent) | |||||||||||||||||||||||||||||
| Total loans | 4.35 | % | 4.46 | % | 4.08 | % | 4.31 | % | 5.06 | % | |||||||||||||||||||
| Debt and equity investments | 2.52 | 2.56 | 2.56 | 2.72 | 2.90 | ||||||||||||||||||||||||
| Interest-earning assets | 3.76 | 3.97 | 3.67 | 3.93 | 4.58 | ||||||||||||||||||||||||
| Interest-bearing deposits | 0.20 | 0.25 | 0.31 | 0.37 | 0.88 | ||||||||||||||||||||||||
| Total deposits | 0.13 | 0.17 | 0.22 | 0.27 | 0.68 | ||||||||||||||||||||||||
| Subordinated debentures | 5.61 | 5.52 | 5.53 | 5.50 | 5.46 | ||||||||||||||||||||||||
| FHLB advances and other borrowed funds | 0.46 | 0.61 | 0.74 | 0.56 | 1.33 | ||||||||||||||||||||||||
| Interest-bearing liabilities | 0.40 | 0.47 | 0.54 | 0.55 | 1.05 | ||||||||||||||||||||||||
| Net interest margin | 3.50 | 3.66 | 3.29 | 3.53 | 3.79 | ||||||||||||||||||||||||
1Refer to Reconciliations of Non-GAAP Financial Measures table for a reconciliation of these measures to GAAP.
14
ENTERPRISE FINANCIAL SERVICES CORP
CONSOLIDATED FINANCIAL SUMMARY (unaudited) (continued)
| Quarter ended | |||||||||||||||||||||||||||||
| (in thousands, except per share data) | Mar 31, 2021 | Dec 31, 2020 | Sep 30, 2020 | Jun 30, 2020 | Mar 31, 2020 | ||||||||||||||||||||||||
| ASSET QUALITY | |||||||||||||||||||||||||||||
| Net charge-offs (recoveries) | $ | 5,647 | $ | (612) | $ | 1,027 | $ | 309 | $ | 1,183 | |||||||||||||||||||
| Nonperforming loans | 36,659 | 38,507 | 39,623 | 41,473 | 37,204 | ||||||||||||||||||||||||
| Classified assets | 114,713 | 123,808 | 84,710 | 96,678 | 104,754 | ||||||||||||||||||||||||
| Nonperforming loans to total loans | 0.50 | % | 0.53 | % | 0.65 | % | 0.68 | % | 0.68 | % | |||||||||||||||||||
| Nonperforming assets to total assets | 0.42 | % | 0.45 | % | 0.53 | % | 0.55 | % | 0.56 | % | |||||||||||||||||||
| Allowance for loan losses to total loans | 1.80 | % | 1.89 | % | 2.01 | % | 1.80 | % | 1.69 | % | |||||||||||||||||||
| Allowance for loan losses to nonperforming loans | 358.8 | % | 354.9 | % | 311.1 | % | 265.9 | % | 247.8 | % | |||||||||||||||||||
| Net charge-offs (recoveries) to average loans (annualized) | 0.32 | % | (0.04) | % | 0.07 | % | 0.02 | % | 0.09 | % | |||||||||||||||||||
| WEALTH MANAGEMENT | |||||||||||||||||||||||||||||
| Trust assets under management | $ | 1,809,001 | $ | 1,783,089 | $ | 1,641,980 | $ | 1,602,358 | $ | 1,445,521 | |||||||||||||||||||
| Trust assets under administration | 2,427,448 | 2,504,318 | 2,433,026 | 2,455,111 | 2,139,673 | ||||||||||||||||||||||||
| MARKET DATA | |||||||||||||||||||||||||||||
| Book value per common share | $ | 34.95 | $ | 34.57 | $ | 33.66 | $ | 33.13 | $ | 32.36 | |||||||||||||||||||
Tangible book value per common share1 | $ | 25.92 | $ | 25.48 | $ | 24.80 | $ | 24.22 | $ | 23.38 | |||||||||||||||||||
| Market value per share | $ | 49.44 | $ | 34.95 | $ | 27.27 | $ | 31.12 | $ | 27.91 | |||||||||||||||||||
| Period end common shares outstanding | 31,259 | 31,210 | 26,210 | 26,196 | 26,161 | ||||||||||||||||||||||||
| Average basic common shares | 31,247 | 28,929 | 26,217 | 26,180 | 26,473 | ||||||||||||||||||||||||
| Average diluted common shares | 31,306 | 28,968 | 26,228 | 26,195 | 26,539 | ||||||||||||||||||||||||
| CAPITAL | |||||||||||||||||||||||||||||
| Total risk-based capital to risk-weighted assets | 15.1 | % | 14.9 | % | 14.6 | % | 14.4 | % | 12.9 | % | |||||||||||||||||||
| Tier 1 capital to risk-weighted assets | 12.3 | % | 12.1 | % | 11.6 | % | 11.4 | % | 11.0 | % | |||||||||||||||||||
| Common equity tier 1 capital to risk-weighted assets | 11.0 | % | 10.9 | % | 10.2 | % | 9.9 | % | 9.6 | % | |||||||||||||||||||
Tangible common equity to tangible assets1 | 8.2 | % | 8.4 | % | 8.0 | % | 7.8 | % | 8.4 | % | |||||||||||||||||||
1Refer to Reconciliations of Non-GAAP Financial Measures table for a reconciliation of these measures to GAAP. | |||||||||||||||||||||||||||||
15
ENTERPRISE FINANCIAL SERVICES CORP
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
| Quarter ended | |||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | Mar 31, 2021 | Dec 31, 2020 | Sep 30, 2020 | Jun 30, 2020 | Mar 31, 2020 | ||||||||||||||||||||||||||||||||||||
| CORE PERFORMANCE MEASURES | |||||||||||||||||||||||||||||||||||||||||
| Net interest income | $ | 79,123 | $ | 77,446 | $ | 63,354 | $ | 65,833 | $ | 63,368 | |||||||||||||||||||||||||||||||
| Less: Incremental accretion income | — | 856 | 1,235 | 719 | 1,273 | ||||||||||||||||||||||||||||||||||||
| Core net interest income | 79,123 | 76,590 | 62,119 | 65,114 | 62,095 | ||||||||||||||||||||||||||||||||||||
| Total noninterest income | 11,290 | 18,506 | 12,629 | 9,960 | 13,408 | ||||||||||||||||||||||||||||||||||||
| Less: Gain on sale of investment securities | — | — | 417 | — | 4 | ||||||||||||||||||||||||||||||||||||
| Less: Other non-core income | — | — | — | 265 | — | ||||||||||||||||||||||||||||||||||||
| Core noninterest income | 11,290 | 18,506 | 12,212 | 9,695 | 13,404 | ||||||||||||||||||||||||||||||||||||
| Total core revenue | 90,413 | 95,096 | 74,331 | 74,809 | 75,499 | ||||||||||||||||||||||||||||||||||||
| Total noninterest expense | 52,884 | 51,050 | 39,524 | 37,912 | 38,673 | ||||||||||||||||||||||||||||||||||||
| Less: Other expenses related to non-core acquired loans | — | 8 | 25 | 12 | 12 | ||||||||||||||||||||||||||||||||||||
| Less: Merger-related expenses | 3,142 | 2,611 | 1,563 | — | — | ||||||||||||||||||||||||||||||||||||
| Core noninterest expense | 49,742 | 48,431 | 37,936 | 37,900 | 38,661 | ||||||||||||||||||||||||||||||||||||
| Core efficiency ratio | 55.02 | % | 50.93 | % | 51.04 | % | 50.66 | % | 51.21 | % | |||||||||||||||||||||||||||||||
| Quarter ended | |||||||||||||||||||||||||||||
| ($ in thousands) | Mar 31, 2021 | Dec 31, 2020 | Sep 30, 2020 | Jun 30, 2020 | Mar 31, 2020 | ||||||||||||||||||||||||
| SHAREHOLDERS’ EQUITY TO TANGIBLE COMMON EQUITY AND TOTAL ASSETS TO TANGIBLE ASSETS | |||||||||||||||||||||||||||||
| Shareholders’ equity | $ | 1,092,497 | $ | 1,078,975 | $ | 882,267 | $ | 867,963 | $ | 846,436 | |||||||||||||||||||
| Less: Goodwill | 260,567 | 260,567 | 210,344 | 210,344 | 210,344 | ||||||||||||||||||||||||
| Less: Intangible assets | 21,670 | 23,084 | 21,820 | 23,196 | 24,585 | ||||||||||||||||||||||||
| Tangible common equity | $ | 810,260 | $ | 795,324 | $ | 650,103 | $ | 634,423 | $ | 611,507 | |||||||||||||||||||
| Total assets | $ | 10,190,699 | $ | 9,751,571 | $ | 8,367,976 | $ | 8,357,501 | $ | 7,500,643 | |||||||||||||||||||
| Less: Goodwill | 260,567 | 260,567 | 210,344 | 210,344 | 210,344 | ||||||||||||||||||||||||
| Less: Intangible assets | 21,670 | 23,084 | 21,820 | 23,196 | 24,585 | ||||||||||||||||||||||||
| Tangible assets | $ | 9,908,462 | $ | 9,467,920 | $ | 8,135,812 | $ | 8,123,961 | $ | 7,265,714 | |||||||||||||||||||
| Tangible common equity to tangible assets | 8.18 | % | 8.40 | % | 7.99 | % | 7.81 | % | 8.42 | % | |||||||||||||||||||
| Quarter Ended | |||||||||||||||||
| ($ in thousands) | Mar 31, 2021 | Dec 31, 2020 | Mar 31, 2020 | ||||||||||||||
| AVERAGE SHAREHOLDERS’ EQUITY AND AVERAGE TANGIBLE COMMON EQUITY | |||||||||||||||||
| Average shareholder’s equity | $ | 1,096,481 | $ | 992,017 | $ | 865,035 | |||||||||||
| Less average goodwill | 260,567 | 237,639 | 210,344 | ||||||||||||||
| Less average intangible assets | 22,346 | 22,565 | 25,301 | ||||||||||||||
| Average tangible common equity | $ | 813,568 | $ | 731,813 | $ | 629,390 | |||||||||||
16
| Quarter Ended | |||||||||||||||||||||||||||||
| ($ in thousands) | Mar 31, 2021 | Dec 31, 2020 | Sep 30, 2020 | Jun 30, 2020 | Mar 31, 2020 | ||||||||||||||||||||||||
| CALCULATION OF PRE-PROVISION NET REVENUE | |||||||||||||||||||||||||||||
| Net interest income | $ | 79,123 | $ | 77,446 | $ | 63,354 | $ | 65,833 | $ | 63,368 | |||||||||||||||||||
| Noninterest income | 11,290 | 18,506 | 12,629 | 9,960 | 13,408 | ||||||||||||||||||||||||
| Less: Noninterest expense | 52,884 | 51,050 | 39,524 | 37,912 | 38,673 | ||||||||||||||||||||||||
| Merger-related expenses | 3,142 | 2,611 | 1,563 | — | — | ||||||||||||||||||||||||
| PPNR (excluding merger-related expenses) | $ | 40,671 | $ | 47,513 | $ | 38,022 | $ | 37,881 | $ | 38,103 | |||||||||||||||||||
| Average assets | $ | 9,940,052 | $ | 9,141,159 | $ | 8,341,968 | $ | 8,158,204 | $ | 7,363,605 | |||||||||||||||||||
| ROAA - GAAP net income | 1.22 | % | 1.26 | % | 0.86 | % | 0.72 | % | 0.70 | % | |||||||||||||||||||
| PPNR ROAA - Adjusted net income | 1.66 | % | 2.07 | % | 1.81 | % | 1.87 | % | 2.08 | % | |||||||||||||||||||
17
| Quarter Ended | |||||||||||||||||||||||
| ($ in thousands, except per share data) | Mar 31, 2021 | Dec 31, 2020 | Sep 30, 2020 | Jun 30, 2020 | |||||||||||||||||||
| IMPACT OF PAYCHECK PROTECTION PROGRAM | |||||||||||||||||||||||
| Net income - GAAP | $ | 29,926 | $ | 28,931 | $ | 17,951 | $ | 14,634 | |||||||||||||||
| PPP interest and fee income | (8,475) | (10,261) | (5,226) | (4,083) | |||||||||||||||||||
| Related tax effect | 2,110 | 2,534 | 1,291 | 1,009 | |||||||||||||||||||
| Adjusted net income - Non-GAAP | $ | 23,561 | $ | 21,204 | $ | 14,016 | $ | 11,560 | |||||||||||||||
| Average diluted common shares | 31,303 | 28,968 | 26,228 | 26,195 | |||||||||||||||||||
| EPS - GAAP net income | $ | 0.96 | $ | 1.00 | $ | 0.68 | $ | 0.56 | |||||||||||||||
| EPS - Adjusted net income | $ | 0.75 | $ | 0.73 | $ | 0.53 | $ | 0.44 | |||||||||||||||
| Average assets - GAAP | $ | 9,940,052 | $ | 9,141,159 | $ | 8,341,968 | $ | 8,158,204 | |||||||||||||||
| Average PPP loans, net | (692,161) | (806,697) | (813,244) | (634,632) | |||||||||||||||||||
| Adjusted average assets - Non-GAAP | $ | 9,247,891 | $ | 8,334,462 | $ | 7,528,724 | $ | 7,523,572 | |||||||||||||||
| ROAA - GAAP net income | 1.22 | % | 1.26 | % | 0.86 | % | 0.72 | % | |||||||||||||||
| ROAA - Adjusted net income, adjusted average assets | 1.03 | % | 1.01 | % | 0.74 | % | 0.62 | % | |||||||||||||||
| PPNR (excluding merger-related expenses) - Non-GAAP (see reconciliation above) | $ | 40,671 | $ | 47,513 | $ | 38,022 | $ | 37,881 | |||||||||||||||
| PPP interest and fees | (8,475) | (10,261) | (5,226) | (4,083) | |||||||||||||||||||
| Adjusted PPNR (excluding merger-related expenses) - Non-GAAP | $ | 32,196 | $ | 37,252 | $ | 32,796 | $ | 33,798 | |||||||||||||||
| PPNR ROAA (excluding merger-related expenses) - PPNR (excluding merger-related expenses) | 1.66 | % | 2.07 | % | 1.81 | % | 1.87 | % | |||||||||||||||
| PPNR ROAA (excluding merger-related expenses) - adjusted PPNR (excluding merger-related expenses), adjusted average assets | 1.41 | % | 1.78 | % | 1.73 | % | 1.81 | % | |||||||||||||||
| Tangible assets - Non-GAAP (see reconciliation above) | $ | 9,908,462 | $ | 9,467,920 | $ | 8,135,812 | $ | 8,123,961 | |||||||||||||||
| PPP loans outstanding, net | (737,660) | (698,645) | (819,100) | (807,814) | |||||||||||||||||||
| Adjusted tangible assets - Non-GAAP | $ | 9,170,802 | $ | 8,769,275 | $ | 7,316,712 | $ | 7,316,147 | |||||||||||||||
| Tangible common equity Non - GAAP (see reconciliation above) | $ | 810,260 | $ | 795,324 | $ | 650,103 | $ | 634,423 | |||||||||||||||
| Tangible common equity to tangible assets | 8.18 | % | 8.40 | % | 7.99 | % | 7.81 | % | |||||||||||||||
| Tangible common equity to tangible assets - adjusted tangible assets | 8.84 | % | 9.07 | % | 8.89 | % | 8.67 | % | |||||||||||||||
| Average assets for leverage ratio | $ | 9,675,300 | $ | 8,886,916 | $ | 8,115,020 | $ | 7,928,286 | |||||||||||||||
| Average PPP loans, net | (692,161) | (806,697) | (813,244) | (634,632) | |||||||||||||||||||
| Adjusted average assets for leverage ratio - Non-GAAP | $ | 8,983,139 | $ | 8,080,219 | $ | 7,301,776 | $ | 7,293,654 | |||||||||||||||
| Tier 1 capital | $ | 914,459 | $ | 889,527 | $ | 745,397 | $ | 726,574 | |||||||||||||||
| Leverage ratio | 9.5 | % | 10.0 | % | 9.2 | % | 9.2 | % | |||||||||||||||
| Leverage ratio - adjusted average assets for leverage ratio | 10.2 | % | 11.0 | % | 10.2 | % | 10.0 | % | |||||||||||||||
| Net interest income - tax equivalent | $ | 80,243 | $ | 78,484 | $ | 64,192 | $ | 66,537 | |||||||||||||||
| PPP interest and fees | (8,475) | (10,261) | (5,226) | (4,083) | |||||||||||||||||||
| Adjusted net interest income - tax equivalent | $ | 71,768 | $ | 68,223 | $ | 58,966 | $ | 62,454 | |||||||||||||||
| Average earning assets -GAAP | $ | 9,289,741 | $ | 8,524,136 | $ | 7,770,084 | $ | 7,571,196 | |||||||||||||||
| Average PPP loans, net | (692,161) | (806,697) | (813,244) | (634,632) | |||||||||||||||||||
| Adjusted average earning assets - Non-GAAP | $ | 8,597,580 | $ | 7,717,439 | $ | 6,956,840 | $ | 6,936,564 | |||||||||||||||
| Net interest margin - tax equivalent | 3.50 | % | 3.66 | % | 3.29 | % | 3.53 | % | |||||||||||||||
| Net interest margin - tax equivalent - adjusted net interest income, adjusted average earning assets | 3.39 | % | 3.52 | % | 3.37 | % | 3.62 | % | |||||||||||||||
| Loans - GAAP | $ | 7,288,781 | $ | 7,224,935 | $ | 6,126,307 | $ | 6,140,051 | |||||||||||||||
| PPP loans outstanding, net | (737,660) | (698,645) | (819,100) | (807,814) | |||||||||||||||||||
| Adjusted loans - Non-GAAP | $ | 6,551,121 | $ | 6,526,290 | $ | 5,307,207 | $ | 5,332,237 | |||||||||||||||
| Allowance for credit losses on loans | $ | 131,527 | $ | 136,671 | $ | 123,270 | $ | 110,270 | |||||||||||||||
| Allowance for credit losses on loans/loans - GAAP | 1.80 | % | 1.89 | % | 2.01 | % | 1.80 | % | |||||||||||||||
| Allowance for credit losses on loans/loans - adjusted loans | 2.01 | % | 2.09 | % | 2.32 | % | 2.07 | % | |||||||||||||||
18
Enterprise Financial Services Corp 2021 First Quarter Earnings Webcast Filed by Enterprise Financial Services Corp pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities and Exchange Act of 1934, as amended Subject Company: First Choice Bancorp Commission File No: 001-38476 Exhibit 99.2
Forward-Looking Statements Certain statements contained in this report may be considered forward-looking statements regarding Enterprise, including its wholly- owned subsidiary EB&T, FCBP, including its wholly-owned subsidiary First Choice, and Enterprise’s proposed acquisition of FCBP and First Choice. These forward-looking statements may include: statements regarding the acquisition, the consideration payable in connection with the acquisition, and the ability of the parties to consummate the acquisition. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “pro forma” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that EFSC or FCBP anticipated in their forward-looking statements and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, the possibility: that expected benefits of the acquisition may not materialize in the timeframe expected or at all, or may be more costly to achieve; that the acquisition may not be timely completed, if at all; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive transaction agreement; the outcome of any legal proceedings that may be instituted against EFSC or FCBP; that prior to the completion of the acquisition or thereafter, EFSC’s and FCBP’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies; that required regulatory, EFSC shareholder or FCBP shareholder or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all; that adverse regulatory conditions may be imposed in connection with regulatory approvals of the acquisition; reputational risks and the reaction of the companies’ employees or customers to the transaction; diversion of management time on acquisition-related issues; that the COVID-19 pandemic, including uncertainty and volatility in financial, commodities and other markets, and disruptions to banking and other financial activity, could harm Enterprise and FCBP’s business, financial position and results of operations, and could adversely affect the timing and anticipated benefits of the proposed acquisition; and those factors and risks referenced from time to time in EFSC’s or FCBP’s filings with the SEC, including in their Annual Reports on Form 10-K for the fiscal year ended December 31, 2020, and their other filings with the SEC. For any forward-looking statements made in this press release or in any documents, EFSC and FCBP claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Annualized, pro forma, projected and estimated numbers in this document are used for illustrative purposes only, are not forecasts and may not reflect actual results. Except to the extent required by applicable law or regulation, each of EFSC and FCBP disclaims any obligation to revise or publicly release any revision or update to any of the forward-looking statements included herein to reflect events or circumstances that occur after the date on which such statements were made. 2
Additional Information Additional Information About the Merger and Where to Find It In connection with the proposed acquisition transaction, along with other relevant documents, a registration statement on Form S-4 will be filed with the SEC that will include a joint proxy statement/prospectus to be distributed to the shareholders of Enterprise and First Choice in connection with their votes on the acquisition. SHAREHOLDERS OF ENTERPRISE AND FIRST CHOICE ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND RELATED MATTERS. FREE COPIES OF THESE DOCUMENTS MAY BE OBTAINED AS DESCRIBED BELOW. The final joint proxy statement/prospectus will be mailed to shareholders of Enterprise and First Choice. Investors and security holders will be able to obtain the documents, and any other documents Enterprise has filed with the SEC, free of charge at the SEC’s website, www.sec.gov. In addition, documents filed with the SEC by Enterprise in connection with the proposed acquisition will be available free of charge by (1) accessing Enterprise’s website at www.enterprisebank.com under the “Investor Relations” link, (2) writing Enterprise at 150 North Meramec, Clayton, Missouri 63105, Attention: Investor Relations, (3) accessing First Choice’s website at https://investors.firstchoicebankca.com under the “SEC Filings” tab, or (4) writing First Choice at 17785 Center Court Drive, N Suite 750, Cerritos, CA 90703, Attention: General Counsel. Participants in Solicitation First Choice and certain of their directors and executive officers, and Enterprise and certain of their directors, executive officers and other certain members of management and employees, may be deemed to be participants in the solicitation of proxies from the shareholders of First Choice and the shareholders of Enterprise in connection with the Merger. Information about the directors and executive officers of Enterprise is set forth in the proxy statement for Enterprise’s 2021 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 17, 2021. Information about the directors and officers of First Choice will be set forth in the Form-10-K/A, to be filed with the SEC on or about April 27, 2021 and in the proxy statement of First Choice to be filed on Schedule 14A during the third quarter of 2021. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed acquisition when it becomes available. Free copies of this document, once filed, may be obtained as described in the preceding paragraph. 3
Financial Highlights - 1Q21 Capital • Tangible Common Equity/Tangible Assets - 8.18%; Adjusted for PPP* 8.84% • Quarterly dividend of $0.18 per share • Net Income $29.9 million; Earnings per Share $0.96 • PPNR* $40.7 million • ROAA 1.22%; PPNR ROAA* 1.66% • ROATCE* 14.92% Earnings *A Non-GAAP Measure, Refer to Appendix for Reconciliation. Loans & Deposits • Total Loans $7.3 billion • PPP Loans $737.7 million • Loan/Deposits 86% • Total Deposits $8.5 billion • Noninterest-bearing Deposits/Total Deposits 34% Asset Quality • Nonperforming Assets/Assets 0.42% • Nonperforming Loans/Loans 0.50% • Allowance Coverage Ratio 1.80%; 2.20% adjusted for guaranteed loans including PPP Acquisitions • Completed the core systems conversion of Seacoast • Announced acquisition of First Choice Bancorp on April 26, 2021 4
■ There were no layoffs or pay reductions as a result of the pandemic and on-site essential employees received premium wages for a period of time. ■ 70% of employees worked remotely during the pandemic. ■ In 2020 we invested over $1.5 billion in programs designed to promote small business and community development. ■ Enterprise University, which provides training courses, has helped more than 25,000 professionals. ■ The Company has been named a best bank to work for numerous times. ESG Highlights The 2020 Environmental, Social and Governance Report is available at enterprisebank.com/esg. Our Framework Additional Policies Every associate and Board Member receives and attests to our Code of Ethics annually and has access to our Ethics and Compliance Hotline to report potential violations of policies, procedures or regulations in a confidential manner. Our commitment to sustainability begins with the Board of Directors of Enterprise. As the governing body responsible for our general oversight and strategic direction, the Board establishes parameters to ensure that our interactions with society and the environment are considered in connection with all business activities. Governance Pandemic Preparedness By utilizing our Business Continuity Plan and Pandemic Plan, we have been able to successfully navigate the COVID-19 pandemic with no significant interruptions. While the challenges brought on by COVID-19 are, in many ways, novel, we know we must remain prepared to deal with future pandemics. Climate With the oversight of our Board and the Risk Committee, we are beginning to formulate processes for identifying, measuring and modeling the impact of climate-related risks and their potential significance to our ongoing business operations and long-term value. Community Involvement We are committed to managing our business and community relationships in ways that positively impact our associates, clients and the diverse communities where we live and work. We have a long-standing history of supporting our communities. Our Community Impact Report is available at enterprisebank.com/ impact. Human Capital Several of our Guiding Principles focus on our associates and the communities in which we work and live. We pride ourselves on creating an open, diverse and transparent culture that celebrates teamwork and recognizes associates at all levels. Our Results 5
The Combination of Two Premier Franchises Combined Financial Highlights1 Assets Loans Deposits $12.7B $9.3B $10.4B Further Investment and Expansion in San Diego and Orange Counties, and Entry into Los Angeles County Attractive, High Growth California Market #1 Most Populous State #1 Economic Climate2 #1 Largest U.S. Economy by GDP3 #5 in Projected 2021 – 2026 Median HHI Growth (12.2%) Strategic Benefits ▪ Similar Cultures: Relationship-focused banks with emphasis on superior performance, commitment to growth of associates, providing unmatched client service, and ensuring that the communities benefit from the success of the organizations. ▪ Business Models: Both banks have business models that allow bankers to deliver top-tier customer service to businesses and individuals in their market areas. ▪ Business Mix: Enterprise and First Choice have well- diversified business mixes, with strong core deposit franchises and high-quality, diversified loan portfolios. The addition of First Choice will also enhance Enterprise’s infrastructure to support its existing California operations. ▪ Credit Philosophy: Both banks are “traditional” commercial banks, and First Choice complements Enterprise’s credit profile with additional niches, further scaling existing investments and enhancing areas of existing focus for Enterprise. ▪ Increased Scale: The strategic fit and the financial merits of the transaction facilitate crossing $10 billion with momentum. The transaction will scale revenue and EPS while absorbing the financial impact of crossing $10 billion. ▪ Strong Management: Enterprise and First Choice management teams have experience leading high performance commercial banks in their respective regions, as well as integrating other businesses via acquisition. Source: S&P Global Market Intelligence 1) Reflects consolidated financial information as of 3/31/2021 without giving effect to purchase accounting 2) 2021 Forbes Media LLC, U.S. News 3) Real GDP as of 2019 6
Loan Details 1Q21 4Q20 QTRChange 1Q20 LTM Change C&I $ 1,049 $ 1,103 $ (54) $ 1,181 $ (132) CRE, Investor Owned 1,491 1,421 70 1,316 175 CRE, Owner Occupied 806 826 (20) 744 62 SBA loans1 941 896 45 17 924 SBA PPP loans 738 699 39 — 738 Sponsor Finance 394 396 (2) 441 (47) Life Insurance Premium Financing 543 534 9 497 46 Residential Real Estate 300 318 (18) 346 (46) Construction and Land Development 438 474 (36) 446 (8) Tax Credits 388 383 5 354 34 Other 201 175 26 116 85 Total Loans $ 7,289 $ 7,225 $ 64 $ 5,458 $ 1,831 1Includes $617 million of SBA guaranteed loans In Millions 7
Total Loans By Business Unit In Millions Note: 4Q20 and 1Q21 excludes PPP loans **Acquisition of Seacoast closed on November 12, 2020 *4Q20 and 1Q21 include acquired Seacoast SBA loans 8
Specialty Deposits Community Associations $455 million in deposit accounts specifically designed to serve the needs of community associations. Property Management $341 million in deposits. Specializing in the compliance on Property Management Trust Accounts. Third-Party Escrow $61 million in deposits. Growing product line providing independent escrow services. Trust Services $65 million in deposit accounts. Providing services to nondepository trust companies. Specialty deposits of $1.3 billion represent 15% of total deposits. Includes high concentration of noninterest-bearing deposits with a low cost of funds. Other $347 million in deposit accounts primarily related to Sponsor Finance and Life Insurance Premium Financing loans. 4Q20 1Q21 Community Assoc Property Mgmt Third- Party Escrow Trust Services Other $— $250 $500 In Millions 9
Noninterest Income Trend Other Fee Income DetailFee Income In Millions 17.5% 13.1% 16.6% 19.3% 12.5% 10
Net Interest Income Trend In Millions 25% NII Gro wth PPP Acceleration $5.2 Seacoast $8.0 11
Credit Trends for Loans 47.3% 42.6% 40.4% 38.1% 37.0% 1Q21 1Q20 NPAs/Assets = 0.42% 0.56% NPLs/Loans = 0.50% 0.68% ALLL/NPLs = 358.8% 247.8% ALLL/Loans** = 2.20% 1.69% Net Charge-offs (Recoveries) In Millions bps bps bps bps bps In Millions Loan Growth and Line of Credit Utilization* *Excludes acquisition of Seacoast for 4Q20 **Excludes guaranteed loans for 1Q21. 12
Transaction Summary Consideration and Transaction Value Other Transaction Considerations ▪ Transaction Structure ➢ Fixed Exchange Ratio: First Choice shareholders will receive 0.6603 shares of EFSC common stock for each share of FCBP common stock; ➢ 100% stock-for-stock consideration; and ➢ All FCBP options to be cashed out. ▪ Transaction Value1,2 ➢ $33.40 per share, or ~$398 million in aggregate. Transaction Multiples ▪ Price to LTM 1Q’21 EPS3: 11.5x ▪ Price to 2022E EPS with Synergies3,4: 10.4x ▪ Price to TBVPS5: 189% ▪ Pro Forma Ownership ➢ 80% Enterprise / 20% First Choice. ▪ Board Representation ➢ First Choice Chairman of the Board, Peter Hui, to join Enterprise Board of Directors. ▪ Required Approval ➢ Customary regulatory approvals and First Choice and Enterprise shareholder approval. ▪ Expected Closing ➢ 3rd quarter of 2021. 1) Based on EFSC’s 4/23/2021 closing stock price of $50.59 2) Aggregate deal value inclusive of options and outstanding RSAs 3) Data for LTM based on March 31, 2021. Data for 2022 is based on street consensus median estimates 4) Includes fully phased in cost saves for illustrative purposes 5) Data as of March 31, 2021 13
Key Transaction Assumptions Synergies Other FMV Adjustments ▪ Cost savings estimated at approximately 25% of FCBP’s 2021 consensus forecasted noninterest expense base (ex. CDI amortization). ▪ Revenue enhancements identified, but not modeled. Credit Mark and CECL Accounting ▪ Loan Interest Rate: $19.2 million mark-up. ▪ Time Deposit Mark: $0.3 million mark-up. ▪ Borrowings Mark: $0.5 million mark-up. ▪ Gross Credit Mark: $33.0 million: ➢ Loan Non-PCD Credit Mark: $22.7 million, accreted back into income over life of loans; and ➢ Loan PCD Credit Mark: $10.3 million. ▪ Non-PCD CECL Reserve of $22.7 million established day 2 through provision expense (reflects the “double count” of the non-PCD credit mark). Other Assumptions ▪ Core Deposit Intangible: 0.30%, amortized using sum-of-years digits over 10 years. ▪ Merger Expenses: $23.3 million in pre-tax, one-time expenses – fully reflected in pro forma tangible book value at closing. ▪ Earnings Estimates: ➢ EFSC: 1Q21 actual for EFSC, street consensus median estimates for remainder of 2021. Street consensus median estimates for EFSC in 2022. ➢ FCBP: 1Q21 actual for FCBP and street estimate for the remainder of 2021. Street estimate for FCBP for 2022. ▪ Revenue loss from Durbin Amendment included in modeling assumptions. 14
Strategic Acquisitions Complement Organic Growth1 Source: S&P Global Market Intelligence 1) Pro Forma metrics reflect combined forecasted financial information for 12/31/2021 and are based on median street consensus estimates for EFSC and FCBP, without giving effect to purchase accounting or transaction adjustments 2) Compound annual growth rate (CAGR) data is for 2016 – 2021 3) PPNR (Pre-Provision Net Revenue) reflects EFSC’s results for 2016-2020; Pro Forma PPNR reflects 1Q21 actual results and street consensus estimates for the 3 remaining quarters in 2021, absent any purchase accounting or cost savings A s s e ts ( $ B ) Asset 5-year CAGR2: 23.9% PPNR 5-year CAGR2: 23.1% PPNR3 ($MMs) $79.8 $103.1 $112.5 $140.4 $161.5 $225.7 Jefferson County Assets $933.1 Million $5.3 $7.3 $9.8 $12.7 $4.1 $4.4 $5.6 $6.1 $8.5 $10.2 $0.9 $1.2 $1.3 $2.5 2016 2017 2018 2019 2020 2021 Pro Forma Merger Contribution EFSC Assets 15
EFSC California Footprint 13.3 3.4 2.8 2.2 0.2 5.1 Los Angeles San Diego St. Louis Kansas City Santa Fe Phoenix Population (millions)2 Median 2021 Household Income ($)2 79,770 86,231 69,185 72,051 64,473 71,092 Los Angeles San Diego St. Louis Kansas City Santa Fe Phoenix Total Deposits in Market ($B)2 668.6 99.2 95.0 72.4 3.6 134.2 Los Angeles San Diego St. Louis Kansas City Santa Fe Phoenix Source: S&P Global Market Intelligence 1) Prior to any potential consolidation opportunities 2) Reflects MSA data Pro Forma 1Q21 California Loans $3.3 Billion Pro Forma 1Q21 California Deposits $3.1 Billion Pro Forma California Branches1 12 Demographics Median Household Income ($) 0 - 44,008 44,008 - 57,050 57,050 - 70,897 70,897 - 94,375 94,375 - 500,001 Orange County Los Angeles County San Diego County 16
Appendix First Quarter 2021 Earnings Webcast
Use of Non-GAAP Financial Measures The Company’s accounting and reporting policies conform to generally accepted accounting principles in the United States (“GAAP”) and the prevailing practices in the banking industry. However, the Company provides other financial measures, such as tangible common equity, ROATCE, PPNR, PPNR ROAA, financial metrics adjusted for PPP impact, and the tangible common equity ratio, in this release that are considered “non-GAAP financial measures.” Generally, a non-GAAP financial measure is a numerical measure of a company’s financial performance, financial position, or cash flows that exclude (or include) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. The Company considers its tangible common equity, ROATCE, PPNR, PPNR ROAA, financial metrics adjusted for PPP impact, and the tangible common equity ratio, collectively “core performance measures,” presented in this earnings release and the included tables as important measures of financial performance, even though they are non-GAAP measures, as they provide supplemental information by which to evaluate the impact of non-core acquired loans, which were acquired from the FDIC and previously covered by loss share agreements, and the related income and expenses, the impact of certain non-comparable items, and the Company’s operating performance on an ongoing basis. Core performance measures include contractual interest on non-core acquired loans, but exclude incremental accretion on these loans. Core performance measures also exclude expenses directly related to non-core acquired loans. Core performance measures also exclude certain other income and expense items, such as merger related expenses, facilities charges, and the gain or loss on sale of investment securities, the Company believes to be not indicative of or useful to measure the Company’s operating performance on an ongoing basis. The attached tables contain a reconciliation of these core performance measures to the GAAP measures. The Company believes that the tangible common equity ratio provides useful information to investors about the Company’s capital strength even though it is considered to be a non-GAAP financial measure and is not part of the regulatory capital requirements to which the Company is subject. The Company believes these non-GAAP measures and ratios, when taken together with the corresponding GAAP measures and ratios, provide meaningful supplemental information regarding the Company’s performance and capital strength. The Company’s management uses, and believes that investors benefit from referring to, these non-GAAP measures and ratios in assessing the Company’s operating results and related trends and when forecasting future periods. However, these non-GAAP measures and ratios should be considered in addition to, and not as a substitute for or preferable to, ratios prepared in accordance with GAAP. In the attached tables, the Company has provided a reconciliation of, where applicable, the most comparable GAAP financial measures and ratios to the non-GAAP financial measures and ratios, or a reconciliation of the non-GAAP calculation of the financial measures for the periods indicated. 18
Reconciliation of Non-GAAP Financial Measures Quarter ended ($ in thousands) Mar 31, 2021 Dec 31, 2020 Sep 30, 2020 Jun 30, 2020 Mar 31, 2020 SHAREHOLDERS’ EQUITY TO TANGIBLE COMMON EQUITY AND TOTAL ASSETS TO TANGIBLE ASSETS Shareholders’ equity $ 1,092,497 $ 1,078,975 $ 882,267 $ 867,963 $ 846,436 Less: Goodwill 260,567 260,567 210,344 210,344 210,344 Less: Intangible assets 21,670 23,084 21,820 23,196 24,585 Tangible common equity $ 810,260 $ 795,324 $ 650,103 $ 634,423 $ 611,507 Total assets $ 10,190,699 $ 9,751,571 $ 8,367,976 $ 8,357,501 $ 7,500,643 Less: Goodwill 260,567 260,567 210,344 210,344 210,344 Less: Intangible assets 21,670 23,084 21,820 23,196 24,585 Tangible assets $ 9,908,462 $ 9,467,920 $ 8,135,812 $ 8,123,961 $ 7,265,714 Tangible common equity to tangible assets 8.18 % 8.40 % 7.99 % 7.81 % 8.42 % 19
Reconciliation of Non-GAAP Financial Measures Quarter ended ($ in thousands) Mar 31, 2021 Dec 31, 2020 Sep 30, 2020 Jun 30, 2020 Mar 31, 2020 CALCULATION OF PRE-PROVISION NET REVENUE Net interest income $ 79,123 $ 77,446 $ 63,354 $ 65,833 $ 63,368 Noninterest income 11,290 18,506 12,629 9,960 13,408 Less: Noninterest expense 52,884 51,050 39,524 37,912 38,673 Merger-related expenses 3,142 2,611 1,563 — — PPNR (excluding merger-related expenses) $ 40,671 $ 47,513 $ 38,022 $ 37,881 $ 38,103 Average assets $ 9,940,052 $ 9,141,159 $ 8,341,968 ROAA - GAAP net income 1.22 % 1.26 % 0.86 % PPNR ROAA - Non-GAAP 1.66 % 2.07 % 1.81 % Quarter ended ($ in thousands) Mar 31, 2021 Dec 31, 2020 Sep 30, 2020 Jun 30, 2020 IMPACT OF PAYCHECK PROTECTION PROGRAM Tangible assets - Non-GAAP (see reconciliation above) $ 9,908,462 $ 9,467,920 $ 8,135,812 $ 8,123,961 PPP loans outstanding, net (737,660) (698,645) (819,100) (807,814) Adjusted tangible assets - Non-GAAP $ 9,170,802 $ 8,769,275 $ 7,316,712 $ 7,316,147 Tangible common equity Non - GAAP (see reconciliation above) $ 810,260 $ 795,324 $ 650,103 $ 634,423 Tangible common equity to tangible assets 8.18 % 8.40 % 7.99 % 7.81 % Tangible common equity to tangible assets - adjusted tangible assets 8.84 % 9.07 % 8.89 % 8.67 % AVERAGE SHAREHOLDERS’ EQUITY AND AVERAGE TANGIBLE COMMON EQUITY Average shareholder’s equity $ 1,096,481 Less average goodwill 260,567 Less average intangible assets 22,346 Average tangible common equity $ 813,568 Return on average tangible common equity 14.92 % 20
Q & A First Quarter 2021 Earnings Webcast
Enterprise Financial Services Corp First Quarter 2021 Investor Presentation Filed by Enterprise Financial Services Corp pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities and Exchange Act of 1934, as amended Subject Company: First Choice Bancorp Commission File No: 001-38476 Exhibit 99.3
Forward-Looking Statements Certain statements contained in this report may be considered forward-looking statements regarding Enterprise, including its wholly- owned subsidiary EB&T, FCBP, including its wholly-owned subsidiary First Choice, and Enterprise’s proposed acquisition of FCBP and First Choice. These forward-looking statements may include: statements regarding the acquisition, the consideration payable in connection with the acquisition, and the ability of the parties to consummate the acquisition. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “pro forma” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that EFSC or FCBP anticipated in their forward-looking statements and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, the possibility: that expected benefits of the acquisition may not materialize in the timeframe expected or at all, or may be more costly to achieve; that the acquisition may not be timely completed, if at all; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive transaction agreement; the outcome of any legal proceedings that may be instituted against EFSC or FCBP; that prior to the completion of the acquisition or thereafter, EFSC’s and FCBP’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies; that required regulatory, EFSC shareholder or FCBP shareholder or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all; that adverse regulatory conditions may be imposed in connection with regulatory approvals of the acquisition; reputational risks and the reaction of the companies’ employees or customers to the transaction; diversion of management time on acquisition-related issues; that the COVID-19 pandemic, including uncertainty and volatility in financial, commodities and other markets, and disruptions to banking and other financial activity, could harm Enterprise and FCBP’s business, financial position and results of operations, and could adversely affect the timing and anticipated benefits of the proposed acquisition; and those factors and risks referenced from time to time in EFSC’s or FCBP’s filings with the SEC, including in their Annual Reports on Form 10-K for the fiscal year ended December 31, 2020, and their other filings with the SEC. For any forward-looking statements made in this press release or in any documents, EFSC and FCBP claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Annualized, pro forma, projected and estimated numbers in this document are used for illustrative purposes only, are not forecasts and may not reflect actual results. Except to the extent required by applicable law or regulation, each of EFSC and FCBP disclaims any obligation to revise or publicly release any revision or update to any of the forward-looking statements included herein to reflect events or circumstances that occur after the date on which such statements were made. 2
Additional Information Additional Information About the Merger and Where to Find It In connection with the proposed acquisition transaction, along with other relevant documents, a registration statement on Form S-4 will be filed with the SEC that will include a joint proxy statement/prospectus to be distributed to the shareholders of Enterprise and First Choice in connection with their votes on the acquisition. SHAREHOLDERS OF ENTERPRISE AND FIRST CHOICE ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND RELATED MATTERS. FREE COPIES OF THESE DOCUMENTS MAY BE OBTAINED AS DESCRIBED BELOW. The final joint proxy statement/prospectus will be mailed to shareholders of Enterprise and First Choice. Investors and security holders will be able to obtain the documents, and any other documents Enterprise has filed with the SEC, free of charge at the SEC’s website, www.sec.gov. In addition, documents filed with the SEC by Enterprise in connection with the proposed acquisition will be available free of charge by (1) accessing Enterprise’s website at www.enterprisebank.com under the “Investor Relations” link, (2) writing Enterprise at 150 North Meramec, Clayton, Missouri 63105, Attention: Investor Relations, (3) accessing First Choice’s website at https://investors.firstchoicebankca.com under the “SEC Filings” tab, or (4) writing First Choice at 17785 Center Court Drive, N Suite 750, Cerritos, CA 90703, Attention: General Counsel. Participants in Solicitation First Choice and certain of their directors and executive officers, and Enterprise and certain of their directors, executive officers and other certain members of management and employees, may be deemed to be participants in the solicitation of proxies from the shareholders of First Choice and the shareholders of Enterprise in connection with the Merger. Information about the directors and executive officers of Enterprise is set forth in the proxy statement for Enterprise’s 2021 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 17, 2021. Information about the directors and officers of First Choice will be set forth in the Form-10-K/A, to be filed with the SEC on or about April 27, 2021 and in the proxy statement of First Choice to be filed on Schedule 14A during the third quarter of 2021. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed acquisition when it becomes available. Free copies of this document, once filed, may be obtained as described in the preceding paragraph. 3
Executive Leadership Team JAMES B. LALLY 53, President & Chief Executive Officer, EFSC Enterprise Tenure – 17 years KEENE S. TURNER 41, EVP, Chief Financial Officer, EFSC Enterprise Tenure – 7 years SCOTT R. GOODMAN 57, President, Enterprise Bank & Trust Enterprise Tenure – 18 years DOUGLAS N. BAUCHE 51, EVP, Chief Credit Officer, Enterprise Bank & Trust Enterprise Tenure – 21 years MARK G. PONDER 50, EVP, Chief Administrative Officer, Enterprise Bank & Trust Enterprise Tenure – 9 years NICOLE M. IANNACONE 41, EVP, Chief Risk Officer & General Counsel, Enterprise Bank & Trust Enterprise Tenure – 7 years 4
Company Snapshot - EFSC Total Assets $10.2 Billion Market Cap FOCUSED BUSINESS MODEL: Operates in St. LouisKansas City Phoenix $1.5 Billion • Attract Top Talent in Markets • Proven Ability to Grow Commercial & Industrial “C&I” Loans • Product Breadth ◦ Banking ◦ Trust & Wealth Management ◦ Treasury Management • Strong Balance Sheet with Attractive Risk Profile • Concentrated on Private Businesses and Owner Families • Relationship Driven Talent Strength Passion New Mexico San Diego Las Vegas The Company has SBA loan and deposit production offices in ten additional states. 5
■ There were no layoffs or pay reductions as a result of the pandemic and on-site essential employees received premium wages for a period of time. ■ 70% of employees worked remotely during the pandemic. ■ In 2020 we invested over $1.5 billion in programs designed to promote small business and community development. ■ Enterprise University, which provides training courses, has helped more than 25,000 professionals. ■ The Company has been named a best bank to work for numerous times. ESG Highlights The 2020 Environmental, Social and Governance Report is available at enterprisebank.com/esg. Our Framework Additional Policies Every associate and Board Member receives and attests to our Code of Ethics annually and has access to our Ethics and Compliance Hotline to report potential violations of policies, procedures or regulations in a confidential manner. Our commitment to sustainability begins with the Board of Directors of Enterprise. As the governing body responsible for our general oversight and strategic direction, the Board establishes parameters to ensure that our interactions with society and the environment are considered in connection with all business activities. Governance Pandemic Preparedness By utilizing our Business Continuity Plan and Pandemic Plan, we have been able to successfully navigate the COVID-19 pandemic with no significant interruptions. While the challenges brought on by COVID-19 are, in many ways, novel, we know we must remain prepared to deal with future pandemics. Climate With the oversight of our Board and the Risk Committee, we are beginning to formulate processes for identifying, measuring and modeling the impact of climate-related risks and their potential significance to our ongoing business operations and long-term value. Community Involvement We are committed to managing our business and community relationships in ways that positively impact our associates, clients and the diverse communities where we live and work. We have a long-standing history of supporting our communities. Our Community Impact Report is available at enterprisebank.com/ impact. Human Capital Several of our Guiding Principles focus on our associates and the communities in which we work and live. We pride ourselves on creating an open, diverse and transparent culture that celebrates teamwork and recognizes associates at all levels. Our Results 6
Differentiated Business Model: Built for Quality Earnings Growth Focused and Well-Defined Strategy Aimed at Business Owners, Executives and Professionals. Targeted Array of Banking and Wealth Management Services to Meet our Client’s Needs Experienced Bankers and Advisors Targeted Audience Focused and Well-Defined Strategy Aimed at Business Owners, and Professionals Tailored Solutions Targeted Array of Banking and Cash Management Services to Meet Our Clients’ Needs Expertise Experienced, Tenured Bankers and Advisors with Specialized Knowledge in Various Industries and Products 7
Customer Focus Source: Greenwich Associates 71 NPS NET PROMOTER SCORE A measure of client satisfaction INDUSTRY AVERAGE: 54 8
Regional and National Markets Kansas City Phoenix New Mexico San Diego1 St. Louis Specialty Lending & Deposits Loans 2 $785MM $440MM $603MM $266MM $2.5B $2.7B Deposits $1.0B $343MM $1.3B $241MM $4.3B $1.3B Branches 7 2 6 5 19 20 LPO6 DPO Deposit Market Share 3, 4 15 th/1.45% 26th/0.22% 10th/2.91% 13th/0.93% 4th/4.49% SBA 7(a) Rank:7th Primary Competitors UMB Commerce Bank of America JPMorgan Chase Wells Fargo Bank of America Wells Fargo Bank of America BOK Financial Corp Wells Fargo JPMorgan Chase Bank of America US Bancorp Bank of America Commerce SBA 7(a) Competitors: Live Oak Banking Co. Celtic Bank Corp. Huntington National Bank 1 Includes one branch in Las Vegas. 2 Specialty Lending includes $738MM of PPP, net of deferred fees. 3 Source: 6/30/20 data for branches, 12/31/20 data for SBA 7(a) Rank, S&P Global Market Intelligence. 41st/78.10% for Los Alamos, New Mexico MSA and 5th/12.23% for Santa Fe, New Mexico MSA 9
Focused Loan Growth Strategies Total Loans Specialty market segments represent 31% of total loans, offering competitive advantages, risk adjusted pricing and fee income opportunities. Tax Credit Programs $388 million in loans outstanding related to Federal, Historic, and Missouri Affordable Housing tax credits. $183 million in Federal & State New Market tax credits awarded to date. Sponsor Finance $394 million in M&A related loans outstanding, Partnering with PE firms. Life Insurance Premium Financing $543 million in loans outstanding related to high net worth estate planning. Expectations for future growth includes continued focus in these specialized market segments. SBA Loans $941 million in loans outstanding in SBA 7(a) loans, including $617 million guaranteed 10
Total Loan Trends In Millions 34% T otal Lo an Gro wth PPP $819 PPP $808 PPP* $613 *Represents PPP loans originated by EFSC Seacoast $1,224 PPP $738 11
Portfolio Balance P er ce nt ag e G ro w th 1Q20 - 1Q21 $0.5B $1.0B $1.5B $2.0B $2.5B $3.0B (25)% 0% 25% 50% 75% 100% Drivers of Loan Growth - Year over Year 40% 13% -7% 3% 2% -3% -3% 5% 50% 12
Loan Portfolio CRE 31.5% Construction 6.0% Residential 4.1% Other 2.8% Sponsor Finance 5.4% LIPF 7.5% Tax Credit 5.3% SBA 12.9% PPP 10.1% C&I 14.4% Loans by Product Type Real Estate/ Rental/Leasing 23.8% Finance and Insurance 14.8% Accomodation/ Food Service 8.4% Manufacturing 8.2% Other Services 7.2%Construction 6.2% Other 31.4% Loans by Industry Type Fixed 34.1% PPP Fixed 10.1%Prime 17.8% Other Adjustable 4.5% LIBOR 33.5% Loans by Rate Type In December 2020, the Company participated in the Federal Reserve Main Street Lending program, lending $256 million of which 5% is retained in the loan portfolio. Total $7.3 Billion 13
1% coupon, 3.8% average yield 59% 2 year maturity; 41% 5 year maturity No PPP loans or servicing have been sold Forgiveness process started October 29, 2020 1,619 PPP loans totaling $32.3 million are < $50,000; $2.8 million in fees $472.0 million has been forgiven/repaid as of March 31, 2021 Construction 18.0% Manufacturing 16.2% Professional Technical 12.3% Accomodation 10.7% Health Care 9.0% Administrative 6.1% Retail Trade 5.5% Other 22.2% Southeast 3.0% West 12.1% Northeast 1.4% Southwest 23.5% Midwest 60.0% Total $738 Million PPP Loans by Size $ In Millions PPP Loans PPP Loans by LocationPPP Loans by Industry Size Number of Loans Balance Average Balance $5-10 Million 6 $44.4 $7.4 $2-5 Million 84 224.0 2.7 < $2 Million 3,334 469.3 0.1 Total 3,424 $737.7 $0.2 14
Credit Trends for Loans In Millions bps bps bps bps bps 1Q21 1Q20 NPAs/Assets = 0.42% 0.56% NPLs/Loans = 0.50% 0.68% ALLL/NPLs = 358.8% 247.8% ALLL/Loans** = 2.20% 1.69% In Millions *Excludes acquisition of Seacoast for 4Q20 **Excludes guaranteed loans for 1Q21 Net Charge-offs (Recoveries) Loan Growth and Line of Credit Utilization* 15
Allowance for Credit Losses for Loans In Thousands $136,371 $131,527• New loans and changes in composition of existing loans • Changes in risk ratings, past due status and reserves on individually evaluated loans • Charge-offs and recoveries 1Q21 In Thousands ACL Loans ACL as a % of Loans Commercial and industrial $ 55,941 $ 3,079,643 1.82 % Commercial real estate 53,324 3,186,970 1.67 % Construction real estate 14,557 510,501 2.85 % Residential real estate 4,305 303,047 1.42 % Other 3,400 208,620 1.63 % Total loans $ 131,527 $ 7,288,781 1.80 % Reserves on sponsor finance, which is included in the categories above, represented $22.4 million. Total ACL percentage of loans excluding PPP and other government guaranteed loans was 2.20% Key Assumptions: • Reasonable and supportable forecast period is one year with a one year reversion period. • Forecast considers a weighted average of baseline, upside and downside scenarios. • Primary macroeconomic factors: ◦ Percentage change in GDP ◦ Unemployment ◦ Consumer Price Index ◦ Home Price Index 16
Last Twelve Months Growth Rate = 42% In Millions Deposit Trend u Seacoast $1,060 17
34% 36% 6% 24% Attractive Deposit Mix CD Interest-Bearing Transaction Accounts DDA MMA & Savings • Significant DDA Composition • Stable, Low Cost Deposit Portfolio • Improving Core Funding 42% Deposit Growth 1Q20 – 1Q21 In Millions Total Deposits $8.5 Billion 22.6% 29.3% 28.9% 34.0% 34.2% Seacoast $1,060 18
Specialty Deposits Community Associations $455 million in deposit accounts specifically designed to serve the needs of community associations. Property Management $341 million in deposits. Specializing in the compliance on Property Management Trust Accounts. Third-Party Escrow $61 million in deposits. Growing product line providing independent escrow services. Trust Services $65 million in deposit accounts. Providing services to nondepository trust companies. Specialty deposits of $1.3 billion represent 15% of total deposits. Includes high concentration of noninterest-bearing deposits with a low cost of funds. Other $347 million in deposit accounts primarily related to Sponsor Finance and Life Insurance Premium Financing loans. 4Q20 1Q21 Community Assoc Property Mgmt Third- Party Escrow Trust Services Other $— $250 $500 In Millions 19
53% 23% 14% 6% 35% 25% 21% 11%4% 31% 23% 20% 17% 6% 40% 22% 36% Core Funding Mix Commercial Business Banking Consumer 1Q21 Brokered deposits: $417 1Q20 Brokered deposits: $705 In Millions $2,769 34% $2,413 46% $1,089 13% $781 15% $2,971 37% $2,091 39% Cost of Funds1 Commercial Business Banking Consumer Specialty Brokered Core 0.08% 0.02% 0.06% 0.06% Time Deposit 0.59% 0.98% 0.83% 0.35% Total 0.08% 0.04% 0.17% 0.07% 0.45% 1For the month ended March 31, 2021 62%21% 9% 7% Specialty $1,269 16% 67% 28% 43% 26% 31%1Q21 1Q20 CD Maturities In Millions Balance Weighted Avg Rate 2Q21 $ 112 0.88% 3Q21 117 0.82% 4Q21 60 2.33% 1Q22 57 0.52% Thereafter 175 1.05% $ 521 0.91% 20
Earnings Per Share Trend - 1Q21 Changes in EPS $1.00 $0.96 4Q20 1Q21Net Interest Income Noninterest Income Provision for Credit Losses Merger-Related Expense Change in Shares Noninterest Expense Change in Effective Tax Rate 21
Net Interest Income Trend In Millions 25% NII Gro wth PPP Acceleration $5.2 Seacoast $8.0 22
Net Interest Margin Components of Interest-bearing LiabilitiesComponents of Interest-bearing Assets 4Q20 3.66 % Full quarter Seacoast 0.08 % PPP fee income (0.11) % Cash build (0.13) % Purchase accounting (0.05) % Other 0.05 % 1Q21 3.50 % Net Interest Margin Trend Net Interest Margin Bridge 0.37% 0.88% 23
Noninterest Income Trend Other Fee Income DetailFee Income In Millions 24
Operating Expenses Trend Note: * A Non-GAAP Measure, Refer to Appendix for Reconciliation In Millions 25
Adjusted Operating Leverage Trend YoY Adjusted Operating Revenue Growth YoY Adjusted Noninterest Expense Growth Adjusted Operating Leverage 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 2Q20 3Q20 4Q20 1Q21 26
Capital *A Non-GAAP Measure, Refer to Appendix for Reconciliation. Excludes PPP loans for 2Q20, 3Q20, and 4Q20, and 1Q21 EFSC Capital Strategy: Low Cost - Highly Flexible High Capital Retention Rate – Strong earnings profile – Sustainable dividend profile Supporting Robust Asset Growth – Organic loan and deposit growth – High quality M&A to enhance commercial franchise and geographic diversification Maintain High Quality Capital Stock – Minimize WACC over time (preferred, sub debt, etc.) – Optimize capital levels T1 Common ~10%, Tier 1 ~12%, and Total Capital ~14% Maintain 8-9% TCE – Common stock repurchases – M&A deal structures – Drives ROATCE above peer levels 8.0% 11.0% 11.4% 11.8% 12.1% 12.3% TBV and Dividends per Share $23.38 $24.22 $24.80 $25.48 $25.92 $0.18 $0.18 $0.18 $0.18 $0.18 TBV/Share Dividends per Share 1Q20 2Q20 3Q20 4Q20 1Q21 27
Earnings Per Share Trend Note: Q1 2021, Q4 2020, Q3 2020, Q3 2019, Q2 2019, Q1 2019, Q4 2018, Q1 2017, Q2 2017, and Q4 2016 include merger related charges. Q1 2020, Q2 2020, Q3 2020, Q4 2020, and Q1 2021 include the impact of an increase in provision for credit losses due to the adoption of CECL. Q4 2017 includes the impact of deferred tax asset charges due to tax reform. 28
Five-Year Financial Highlights Noninterest Income Net Income Earnings Per Share (diluted) Return on Average Tangible Common Equity(1) Return on Average Assets Total Assets Net Interest Income $38 $89 $3.83 19.83% 1.64% $5,646 $192 2018 $49 $93 $3.55 16.08% 1.35% $7,334 $239 2019 $55 $74 $2.76 11.23% 0.90% $9,752 $270 2020 $34 $48 $2.07 11.63% 0.97% $5,289 $177 2017In millions, except per share data (1)A Non-GAAP Measure, Refer to Appendix for Reconciliation. Adjusted Earnings Per Share (diluted)(1) $3.78 $4.08 $2.89$2.77 Pre-Provision Net Revenue Return on Average Assets(1) 2.07% 2.04% 1.96%2.07% Noninterest Expense to Average Assets 2.19% 2.40% 2.03%2.31% $11 $30 $0.96 14.92% 1.22% $10,191 $79 2021 YTD $1.03 1.66% 2.16% 29
Modest Asset Sensitivity (200 BPS Rate Shock Increases NII By 8.4%) 56% Floating Rate Loans, with Three-Year Average Duration High-quality, Cash-flowing Securities Portfolio with Six-Year Average Duration 34.2% Non- Interest Bearing DDA to Total Deposits 8.84% Tangible Common Equity/Tangible Assets* Balance Sheet Positioned for Growth *A Non-GAAP Measure, Refer to Appendix for Reconciliation. Excludes PPP loans. 30
Appendix 1st Quarter 2021 EFSC Investor Presentation
Financial Highlights - 1Q21 *A Non-GAAP Measure, Refer to Appendix for Reconciliation. Capital • Tangible Common Equity/Tangible Assets - 8.18%; Adjusted for PPP* 8.84% • Quarterly dividend of $0.18 per share • Net Income $29.9 million; Earnings per Share $0.96 • PPNR* $40.7 million • ROAA 1.22%; PPNR ROAA* 1.66% • ROATCE* 14.92% Earnings Loans & Deposits • Total Loans $7.3 billion • PPP Loans $737.7 million • Loan/Deposits 86% • Total Deposits $8.5 billion • Noninterest-bearing Deposits/Total Deposits 34% Asset Quality • Nonperforming Assets/Assets 0.42% • Nonperforming Loans/Loans 0.50% • Allowance Coverage Ratio 1.80%; 2.20% adjusted for guaranteed loans including PPP Acquisition • Completed acquisition of Seacoast on November 12, 2020 • Announced acquisition of First Choice Bancorp on April 26, 2021 32
Areas of Focus Integration of Seacoast Commerce Banc Holdings and Seacoast Commerce Bank • Closed on November 12, 2020 • Completed the core systems conversion on February 12, 2021 Organic Loan Growth and Pipeline Leverage PPP Opportunities • Cross-selling Opportunities • Client acquisition Workforce Opportunities • Operational Efficiencies • Remote Workforce • Economical Branch Structure 33
Recent Stimulus Actions Select Actions Impacting the Company and Its Customers • Extended the ability of banks to modify loans of borrowers impacted by COVID-19 without classifying the loan as a “troubled debt restructuring” from December 30, 2020 to January 1, 2022 PPP Update • $284 billion & $7.25 billion allocated for additional PPP loans • Allows PPP second draw loans • Simplified forgiveness application for loans under $150,000 • Restored deductibility of PPP funded expenses SBA Loans Section 7(a) • Clarified tax treatment on SBA loan payments: Payments made by the SBA are excluded from gross income; no deductions disallowed as a result of the payments • Extended SBA payments for three months beginning February 2021, plus an additional five months for certain hard-hit industries; capped at $9,000/ month • Increased the SBA loan guarantee amount to 90% through September 30, 2021 • Waived fees through September 30, 2021 TDR Relief 34
Manufacturing 27.1% Wholesale Trade 15.0% Professional Technical 12.5% Admin/Support/Waste Mgmt 9.2% Construction 9.2% Other 27.0% Southeast 22.2% West 10.7% Northeast 18.2% Southwest 16.4% Midwest 32.5% Total $394 Million Internally reviewed 100% of the portfolio to identify businesses most at risk for impacts from COVID-19. 30% of the portfolio is secured by working capital assets properly margined and monitored by borrowing base. 60%+ of the portfolio companies have received PPP funding 90% of the portfolio is sponsored by a Small Business Investment Company (“SBIC”) licensed by the SBA Top 10 Sponsors make up half of the Sponsor Finance portfolio Average 8-year relationship and 10 deals Independent external review (completed July 2020) of portfolio with 78% penetration confirmed bank’s risk recognition and further stressed portfolio for LGD in various economic recoveries Size Number of Loans Balance Average Balance > $10 Million 6 $83.0 $13.8 $5-10 Million 15 110.9 7.4 $2-5 Million 43 128.4 3.0 < $2 Million 88 71.9 1.2 Total 152 $394.2 $2.6 Sponsor Finance Loans by Size $ In Millions Sponsor Finance Sponsor Finance Loans by LocationSponsor Finance Loans by Industry 35
Hospitality Loans Size Number of Loans Balance Average Balance > $10 Million 6 $84.6 $14.1 $5-10 Million 21 140.5 6.7 $2-5 Million 55 188.0 3.4 < $2 Million 444 211.2 0.5 Total 526 $624.3 $1.2 Hospitality Loans by Size $ In Millions Commercial Real Estate 44.7% C&I 6.6% Construction 10.3% Sponsor Finance 2.5% Tax Credit 1.7% SBA 33.4% Residential 0.8% Hospitality Loans by Product Type Hotels and Campgrounds 61.4% Amusement and Recreation 11.3% Food and Drink Services 27.3% Hospitality Loans by Subsector Total $624 Million Weighted average LTV approximately 60-63% Largest restaurant relationships have received PPP loans Top 7 relationships represent $94 million of exposure These relationships have strong balance sheets, liquidity, personal sponsorships, and low loan to values Seacoast acquisition added $243 million, including $134 million in guaranteed loans 36
Total $177 Million Majority of committed exposure has personal recourse Diversified with distribution, wholesaling, rail transportation, pipe coating and convenience stores with gas pumps. Enterprise does not have loans to oil or gas producers. Energy Loans by Size $ In Millions C&I 49.6% Construction 8.9% CRE 27.7% Residential/ Consumer 0.3% Sponsor Finance 13.5% Energy-Related Loans by Product Type Manufacturing 32.6% Retail Trade 30.1% Wholesale Trade 9.6% Transportation /Warehousing 7.7% Utilities 5.5% Other 14.5% Energy-Related Loans by Subsector Energy-Related Loans Size Number of Loans Balance Average Balance > $10 Million 1 $11.7 $11.7 $5-10 Million 5 39.1 7.8 $2-5 Million 21 69.1 3.3 < $2 Million 84 57.1 0.7 Total 111 $177.0 $1.6 37
Total $624 Million Portfolio loans secured by liquid/marketable assets and within loan to value margins LIPF Portfolio The life insurance policies financed have an earnings floor of 0%, and therefore cannot lose value. Enterprise does not finance variable policies that may lose value. Size Number of Loans Balance Average Balance > $10 Million 13 $201.9 $15.5 $5-10 Million 27 193.1 71.5 $2-5 Million 53 172.4 3.3 < $2 Million 143 56.9 0.4 Total 236 $624.3 $2.6 Loans Secured by Marketable Securities by Size $ In Millions Loans Secured by Marketable Securities Life Insurance Premium Finance 87.0% Other 3.8% C&I 9.2% Finance & Insurance 87.4% Management 4.1% Other 8.5% Loans secured by Marketable Securities by Subsector Loans Secured by Marketable Securities by Product Type 38
Use of Non-GAAP Financial Measures The Company’s accounting and reporting policies conform to generally accepted accounting principles in the United States (“GAAP”) and the prevailing practices in the banking industry. However, the Company provides other financial measures, such as tangible common equity, ROATCE, PPNR, PPNR ROAA, financial metrics adjusted for PPP impact, and the tangible common equity ratio, in this release that are considered “non-GAAP financial measures.” Generally, a non-GAAP financial measure is a numerical measure of a company’s financial performance, financial position, or cash flows that exclude (or include) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. The Company considers its tangible common equity, ROATCE, PPNR, PPNR ROAA, financial metrics adjusted for PPP impact, and the tangible common equity ratio, collectively “core performance measures,” presented in this earnings release and the included tables as important measures of financial performance, even though they are non-GAAP measures, as they provide supplemental information by which to evaluate the impact of non-core acquired loans, which were acquired from the FDIC and previously covered by loss share agreements, and the related income and expenses, the impact of certain non-comparable items, and the Company’s operating performance on an ongoing basis. Core performance measures include contractual interest on non-core acquired loans, but exclude incremental accretion on these loans. Core performance measures also exclude expenses directly related to non-core acquired loans. Core performance measures also exclude certain other income and expense items, such as merger related expenses, facilities charges, and the gain or loss on sale of investment securities, the Company believes to be not indicative of or useful to measure the Company’s operating performance on an ongoing basis. The attached tables contain a reconciliation of these core performance measures to the GAAP measures. The Company believes that the tangible common equity ratio provides useful information to investors about the Company’s capital strength even though it is considered to be a non-GAAP financial measure and is not part of the regulatory capital requirements to which the Company is subject. The Company believes these non-GAAP measures and ratios, when taken together with the corresponding GAAP measures and ratios, provide meaningful supplemental information regarding the Company’s performance and capital strength. The Company’s management uses, and believes that investors benefit from referring to, these non-GAAP measures and ratios in assessing the Company’s operating results and related trends and when forecasting future periods. However, these non-GAAP measures and ratios should be considered in addition to, and not as a substitute for or preferable to, ratios prepared in accordance with GAAP. In the attached tables, the Company has provided a reconciliation of, where applicable, the most comparable GAAP financial measures and ratios to the non-GAAP financial measures and ratios, or a reconciliation of the non-GAAP calculation of the financial measures for the periods indicated. Peer group data consists of the median of publicly traded banks with total assets from $2-$10 billion with commercial loans greater than 20% and consumer loans less than 10%. 39
Reconciliation of Non-GAAP Financial Measures For the Quarter ended ($ in thousands, except per share data) Mar 31, 2021 Dec 31, 2020 Sep 30, 2020 Jun 30, 2020 Mar 31, 2020 CORE PERFORMANCE MEASURES Net interest income $ 79.123 $ — $ — $ — $ — Less: Incremental accretion income — 856 1,235 719 1,273 Core net interest income 79.123 76,590 62,119 65,114 62,095 Total noninterest income 11,290 18,506 12,629 9,960 13,408 Less: Gain (loss) on sale of investment securities — — 417 — 4 Less: Other non-core income — — — 265 — Core noninterest income 11,290 18,506 12,212 9,695 13,404 Total core revenue 90.413 95,096 74,331 74,809 75,499 Total noninterest expense 52.884 51.05 39,524 37,912 38,673 Less: Other expenses related to non-core acquired loans — 8 25 12 12 Less: Merger-related expenses 3.142 2,611 1,563 — — Core noninterest expense 49.742 48,431 37,936 37,900 38,661 Core efficiency ratio 55.02 % 50.93 % 51.04 % 50.66 % 51.21 % 40
Reconciliation of Non-GAAP Financial Measures (in thousands) March 31, 2021 December 31, 2020 December 31, 2019 December 31, 2018 December 31, 2017 Total shareholders' equity $ 1,092,497 $ 1,078,975 $ 867,185 $ 603,804 $ 548,573 Less: Goodwill 260,567 260,567 210,344 117,345 117,345 Less: Intangible assets 21,670 23,084 26,076 8,553 11,056 Tangible common equity $ 810,260 $ 795,324 $ 630,765 $ 477,906 $ 420,172 Total assets $ 10,190,699 $ 9,751,571 $ 7,333,791 $ 5,645,662 $ 5,289,225 Less: Goodwill 260,567 260,567 210,344 117,345 117,345 Less: Intangible assets 21,670 23,084 26,076 8,553 11,056 Tangible assets $ 9,908,462 $ 9,467,920 $ 7,097,371 $ 5,519,764 $ 5,160,824 Tangible common equity to tangible assets 8.18 % 8.40 % 8.89 % 8.66 % 8.14 % For the Quarter Ended For the Year Ended (in thousands) March 31, 2021 December 31, 2020 December 31, 2019 December 31, 2018 December 31, 2017 Average shareholder’s equity $ 1,096,481 $ 902,875 $ 795,477 $ 576,960 $ 532,306 Less: Average goodwill 260,567 217,205 193,804 117,345 106,850 Less: Average intangible assets 22,346 23,551 24,957 9,763 10,998 Average tangible common equity $ 813,568 $ 662,119 $ 576,716 $ 449,852 $ 414,458 Tangible Common Equity Ratio Average Shareholders’ Equity and Average Tangible Common Equity 41
Reconciliation of Non-GAAP Financial Measures (in thousands) March 31, 2021 December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020 Total shareholders' equity $ 1,092,497 $ 1,078,975 $ 882,267 $ 867,963 $ 846,436 Less: Goodwill 260,567 260,567 210,344 210,344 210,344 Less: Intangible assets 21,670 23,084 21,820 23,196 24,585 Tangible common equity $ 810,260 $ 795,324 $ 650,103 $ 634,423 $ 611,507 Total assets $ 10,190,699 $ 9,751,571 $ 8,367,976 $ 8,357,501 $ 7,500,643 Less: Goodwill 260,567 260,567 210,344 210,344 210,344 Less: Intangible assets 21,670 23,084 21,820 23,196 24,585 Tangible assets $ 9,908,462 $ 9,467,920 $ 8,135,812 $ 8,123,961 $ 7,265,714 Tangible common equity to tangible assets 8.18 % 8.40 % 7.99 % 7.81 % 8.42 % For the Quarter Ended For the Year Ended (in thousands) March 31, 2021 December 31, 2020 December 31, 2019 December 31, 2018 December 31, 2017 Average shareholder’s equity $ 1,096,481 $ 902,875 $ 795,477 $ 576,960 $ 532,306 Less: Average goodwill 260,567 217,205 193,804 117,345 106,850 Less: Average intangible assets 22,346 23,551 24,957 9,763 10,998 Average tangible common equity $ 813,568 $ 662,119 $ 576,716 $ 449,852 $ 414,458 Tangible Common Equity Ratio Average Shareholders’ Equity and Average Tangible Common Equity 42
Reconciliation of Non-GAAP Financial Measures Quarter Ended (in thousands) March 31, 2020 December 31, 2020 September 30, 2020 June 30, 2020 Tangible assets - Non-GAAP (see reconciliation above) $ 9,908,462 $ 9,467,920 $ 8,135,812 $ 8,123,961 PPP loans outstanding, net (737,660) (698,645) (819,100) (807,814) Adjusted tangible assets - Non-GAAP $ 9,170,802 $ 8,769,275 $ 7,316,712 $ 7,316,147 Tangible common equity Non-GAAP (see reconciliation above) $ 810,260 $ 795,324 $ 650,103 $ 634,423 Tangible common equity to tangible assets 8.18 % 8.40 % 7.99 % 7.81 % Tangible common equity to tangible assets - adjusted tangible assets 8.84 % 9.07 % 8.99 % 8.67 % Impact of Paycheck Protection Program For the Quarter Ended For the Year Ended (in thousands) March 31, 2021 December 31, 2020 December 31, 2019 December 31, 2018 December 31, 2017 Net interest income $ 79,123 $ 270,001 $ 238,717 $ 191,905 $ 177,304 Noninterest income 11,290 54,503 49,176 38,347 34,394 Less: Noninterest expense (52,884) (167,159) (165,485) (119,031) (115,051) Merger-related expenses 3,142 4,174 17,969 1,271 6,462 PPNR (excluding merger-related expenses) $ 40,671 $ 161,519 $ 140,377 $ 112,492 $ 103,109 Average assets $ 9,940,052 $ 8,253,913 $ 6,894,291 $ 5,436,963 $ 4,980,229 PPNR ROAA 1.66 % 1.96 % 2.04 % 2.07 % 2.07 % Pre-Provision Net Revenue Return on Average Assets 43
For the Quarter Ended For the Year Ended (in thousands, except per share data) March 31, 2021 December 31, 2020 December 31, 2019 December 31, 2018 December 31, 2017 IMPACT OF MERGER-RELATED AND TAX ITEMS Net income - GAAP $ 29,926 $ 74,384 $ 92,739 $ 89,217 $ 48,190 Merger related expense 3,142 4,174 17,969 1,271 6,462 Related tax effect (782) (620) (3,963) (314) (2,456) Deferred tax asset revaluation charge due to U.S. corporate income tax reform — — — — 12,117 Subsidiary dividend timing election, net — — — (2,036) — Adjusted net income - Non-GAAP $ 32,286 $ 77,938 $ 106,745 $ 88,138 $ 64,313 Average assets $ 9,940,052 $ 8,253,913 $ 6,894,291 $ 5,436,963 $ 4,980,229 Return on average assets - GAAP net income 1.22 % 0.90 % 1.35 % 1.64 % 0.97 % Return on average assets - Adjusted net income 1.32 0.94 1.55 1.62 1.29 Average shareholder’s equity $ 1,096,481 $ 902,875 $ 795,477 $ 576,960 $ 532,306 Return on average equity - GAAP net income 11.07 % 8.24 % 11.66 % 15.46 % 9.05 % Return on average equity - Adjusted net income 11.94 8.63 13.42 15.28 12.08 Average tangible common equity $ 813,568 $ 662,119 $ 576,716 $ 449,852 $ 414,458 Return on average tangible common equity - GAAP net income 14.92 % 11.23 % 16.08 % 19.83 % 11.63 % Return on average tangible common equity - Adjusted net income 16.09 11.77 18.51 19.59 15.52 Average diluted common shares outstanding 31,306 26,989 26,159 23,289 23,249 Earnings per share - GAAP net income $ 0.96 $ 2.76 $ 3.55 $ 3.83 $ 2.07 Earnings per share - Adjusted net income 1.03 2.89 4.08 3.78 2.77 Impact of Merger-Related and Tax Items Reconciliation of Non-GAAP Financial Measures 44
Q&A 1st Quarter 2021 EFSC Investor Presentation For more information contact Keene Turner, Executive Vice President and CFO (314) 512-7233