Good day, and welcome to the EFSC Earnings Conference Call. Today's conference is being recorded. At this time, I would like to turn the conference over to Jim Lally. Please go ahead, sir..

Todd, thank you, and good morning. I welcome everyone to our call, and I appreciate all of you taking time to listening. Joining me this morning is Keene Turner, our company's Chief Financial Officer and Chief Operating Officer; Scott Goodman, President of Enterprise Bank & Trust; and Doug Bauche, Chief Credit Officer.

Yesterday, we issued a press release announcing the acquisition of First Choice Bancorp. On the call today, we will briefly comment on our first quarter earnings and then discuss the acquisition announcement..

Thank you, Jim; and good morning, everybody. You'll see total loans that are outlined on Slide 7 grew by $64 million in the first quarter.

This modest level of loan growth really reflects some continued headwinds for the regional portfolios due to the excessive liquidity within the financial system and a cautious approach to new capital spending by businesses.

We did participate in round two of the PPP program with over $300 million of new originations and resulting in a net increase of $39 million of PPP outstandings at the quarter end. We continue to see businesses using PPP funds and reserve cash buildup to further reduce revolving lines of credit, construction loans and other short-term borrowings.

In other cases, clients are choosing to use cash for CapEx and project financing rather than borrowing. However, I will say we are experiencing stronger performance in several other sectors of our loan portfolio, including investor CRE, SBA lending, life insurance premium finance and affordable housing.

The diversity and balance that we've intentionally developed within our business model are enabling us to lean into these specialty areas that are insulated from the liquidity headwinds or like SBA lending have benefited from the current economic uncertainty and stimulus programs. Within the business units that are outlined on slide 8. St.

Louis and Kansas City represent our largest concentrations of general C&I operating businesses and they have been most heavily impacted by the aforementioned pressures. That said, we continue to on-board new relationships in these markets and we see momentum in the production of new loan commitments in both markets. In St.

Louis, for example, we've seen increased originations in each of the last two consecutive quarters. Arizona continues its strong performance with 15% year-over-year growth and reflecting one of the fastest growing economies in the country.

Commercial real estate market remains active to support the growing infrastructure and demand for industrial and commercial users. The San Diego data that you see on this slide represents the general commercial banking portfolio portion of the legacy Seacoast book and it's made up mainly of investor and owner occupied CRE loans..

Thanks, Scott, and good morning. We completed the first quarter with net income of $30 million or $0.96 per share, which compares to $1 per share in the fourth quarter. Performance for the first quarter was seasonally better than we expected on several fronts and it included the successful integration of Seacoast mid-quarter.

Net interest income increased modestly as we demonstrated a full quarter combined with Seacoast, which helped to more than offset lower PPP interest income from a lower level of forgiveness in the first quarter compared to the fourth quarter.

Expenses reflect the larger company as well as $3.1 million of merger-related expenses to Seacoast and at $52.9 million inclusive of those merger charges, we're pleased to start 2021 at a lower run rate than we anticipated. We expect that to bode well for our 2021 financial performance.

Provision for credit losses was muted in the quarter and it was consistent with the fourth quarter when excluding the CECL day two double count from the merger. I'll comment further on credit results and expectations in a minute..

Keene, thank you. And before we open up for questions, I want to make a few more comments regarding what we we're looking for and why First Choice was the perfect partner.

When I first met Peter Hui, it was evident that our corporate philosophies were almost identical in how we take care of clients, so more of our associates and support our communities. The alignment of our corporate philosophies and strategic goals is a big reason why that Peter and I were both excited for this transaction.

As you know, cultural integration typically makes or breaks these deals. So I feel very confident that culture will not be an issue. In addition, we are excited to welcome Peter to our - to the EFSC Board when the transaction closes.

We value not only his leadership and partnership within our companies together, but also his knowledge and desires to continue further expansion in Southern California. We were looking for a premier commercial bank to scale our investments in Southern California. We believe that we found another high-performer in First Choice.

We are very excited to see how we can accelerate on First Choice's already strong track record of growth. The combination of a wider way of products and services coupled with a significantly larger balance sheet should provide the perfect complement to the seasoned banking team that we inherited with First Choice.

We believe that our treasury management platform and commercial card programs will allow us to deepen the already strong relationships that currently exist. Furthermore, with this acquisition, we now have over $3 billion in business loans with the products in Southern California.

This gives us ample size and scale to be a meaningful business partner for the significant number of family-owned businesses that call this part of the country home. The merger of First Choice into EFSC continues the transformation of our company that began in 2017.

Over the last five years, we have significantly grown in an intentionally diversified manner. We have improved our funding profile, both in terms of cost and the ability to grow and have built, bought and grown businesses and markets that set us up for success in the years to come. With that, Todd, I'd like to open the line up for questions..

We'll take our first question, that comes from Jeff Rulis with D.A. Davidson..

I wanted to maybe tackle expenses first just to get an idea of timing here. So, I guess, the ex-merger costs, you get a quarterly run rate back towards $50 million.

Could you confirm if there is any additional cost saves anticipated with Seacoast? And then, I guess, as we roll forward into - if you could comment on deal timing of the close in the third quarter, if you think that early, mid or late? And then kind of a follow-up on is the, I guess, the expected conversion by the end of the year if you can, kind of, just a high-level walk us through the expense run rate? Thanks..

Let me see if I can remember all those, Jeff. So just from the $50 million quarterly expense run rate, I mean I think that that's a pretty good number. There may be some opportunity to improve on that sequentially from 1Q to 2Q. I think there's a little bit more cost savings for Seacoast that will come out of the run rate.

We really had, call it, two-thirds of a quarter before the full effect of the systems conversion here in the first quarter and then seasonal payroll taxes effect in the first quarter, but it will be a little bit mitigated by normal merit. But I do think high-40s to low-50s here in the near term is achievable for us on the base run rate here in 2021.

And then, separately, what I'll say is, we always work efficiently to try to get transactions closed. I think our expectation would be closing mid to late third quarter and then I would expect mid-fourth quarter conversion is what we're planning for.

So, I think, hopefully that helps you from a timing perspective, but should largely be able to have - if that timing works out, should largely be able to have, what I'm going to call, as a clean first quarter of '22..

That's helpful. Thanks, Keene.

And, I guess, you talked about the capital flexibility and you did mention that the buyback just as that being available, I guess, as you take us through the deal and what do you mean by that flexibility? Is it - are further deals still being discussed? Can you use the buyback during or ahead of the close of this next transaction, maybe just flesh out the capital usage priorities? Thanks..

Sure, Jeff. So, obviously, capital in this deal is fairly level. I mean, we're just low 8% TCE, just quick and dirty. So it's not - we don't have a bunch of access that's burning a hole in our pocket.

But with that said, as we start to get the full impact of Seacoast and now we've got another high single-digit accretive EPS deal, that's just going to help us further drive performance. And so the dividend posture has been fairly conservative and I think that speaks to opportunity to manage buybacks and share count.

And so what I will say is that, for a period of time, we're likely until S-4 gets filed, things like that, we're not going to be able to execute on buybacks.

But I would anticipate that once all of that information is publicized, then we'll be able to maybe start working back into the market and repurchasing shares if - especially if there is any continued weakness. And then you asked about more M&A, I think these two deals were closed in succession.

We want to make sure that we digest them appropriately and that we do them in a high quality way. Seacoast was executed extremely well and so I have no concerns about this following on closely. But I also want to make sure that we're going to continue to look and be discerning about future opportunities.

But I wouldn't expect something to be as quick in terms of timing as these two were together necessarily..

We'll take our next question from Andrew Liesch with Piper Sandler..

Just a question.

Jim, it sounds like you guys have been looking in, based on your comments, to expand in Southern California, were there other potential banks that you looked at considering to acquire there?.

Andrew, in my job, we're always talking to companies about opportunities. But when I met Peter, I think I was clear that this is was the target we really wanted to go after. And so, we focused on it when he and I met. So, but certainly whether it's Southern California or other geographies, there is always several on the prospect list..

Got it.

Is there any like - just thinking about your last couple of deals, the New Mexico deal added a great deposit base, the Seacoast deal added a unique lending niche and a nationwide deposit franchise, is there anything - is there any sort of specialty niche that this transaction adds or is there something else that makes it especially attractive to you guys?.

Characteristically, they are a pure play commercial bank, but they have a very nice entrepreneurial spirit to it in the firm. In fact, they too were - are in the specialized deposit business, certainly not as robustly as Seacoast, but they do have a nice client base there.

They were very strong SBA lender, but more geographically focused in California, and they do a really good job on the local developer CRE market there too. So - but much - when you get to know, it's very much more like a pure play commercial bank that focuses on doing well in the communities that they serve..

Got it. Okay. And then just one last question is on the deposit inflows and the liquidity, obviously some pressure here in the first quarter.

What have you seen so far this quarter? Is that trend continuing? Are there opportunities to invest there into higher yielding assets or, yes, what we're trying to think so far on the liquidity front?.

Andrew, thanks. Thanks for that question. So if you'd ask me the question two weeks ago, I would have told you, we continue to see it build. A little bit post tax season, we've seen the moderation of the inflow. So probably sitting here today, we're fairly level to where we were at the end of the quarter from an overall deposit level.

We are working very hard to deploy principally in loans, obviously Scott has indicated there are some headwinds there, but there are some bright spots in certain pieces of the business and I do think that SBA and some of the other businesses where first quarter was actually a little bit slow because of the timing of when the stimulus program rolled out.

So we do expect a robust second quarter there and we did deploy some additional liquidity into the investment portfolio. We're being cautious about how quickly we rotate in there.

To get paid anything that is worthwhile, you do have to move out on the curve a little bit from a duration perspective, we're mindful of where interest rates are and what that could do from an impact on TCE and economic value of equity. But we're also looking to make sure that we maintain the earnings stream.

So that's a long-winded way of saying, we're trying to do everything incrementally and intentionally, and the longer the liquidity sits here on the balance sheet and the bigger it gets. We will continue to work some of that cash into the market..

Got it. That's really helpful. Yes, long-winded, but certainly detailed. I appreciate that. I will step back. Thank you..

Thanks, Andrew..

We'll take our next question from Damon DelMonte with KBW..

I hope everyone is doing well today. So my first question, just wondering, Keene, with regards to the tax credit outlook, last year you guys put up a little over $6 million in fees for that line item.

Starting off in the hole here in the first quarter, how do you kind of look at the full-year outlook for 2021?.

Damon, thanks for the question. I think we - what we guided is that, we thought that business was going to be - still a double-digit grower from the 2020 level. So we do think that it will make up for the negatives here in the first quarter.

So I think second quarter will be stronger than we would have otherwise anticipated, that we might have thought the second quarter and third quarter were like $0.5 million to $1 million of tax credit activities, so we do think the second quarter will be a little bit more full, called out a couple of million dollars and then it will - in the fourth quarter, we expect to close strong as we always do.

The only caveat would be, notwithstanding, there are some credits that are fair valued and we use a little bit longer-term LIBOR. So that was part of the headwind, but it really was timing on project closings where we incurred some expenses that we recorded but we didn't get the revenue associated with it and that will come in the next quarter.

Hopefully, that's a complete answer for you..

A very complete. Great color. Thank you. And then with regards to the outlook for provision expense, I think you said you're going to kind of keep the reserves at this elevated level until there is just kind of greater clarity, broadly speaking, on the economies.

I guess, A, is that accurate? And, B, how do we think about the provision expense in the upcoming quarters?.

Yes. I think, our posture is that, we're well positioned either if things get a lot better, we don't think it's that over reserved. Certainly the reserve will come down, but when you look at where we were for initial day one CECL adoption around 130 basis points and where we are today, there is some room to kind of grow into that.

And then, separately, if things were to get worse, if you were to start to see charge-offs, we're positioned well to add to it, if necessary. But I think - to your point, I think we expect to hold serve from here and just look at each quarter as the information we get and then make a determination.

But I think we're fairly comfortable and I think that means that if nothing changes from here on out, I don't expect provisioning in 2021 to be heavy. And then I would just say, separately, just keep in mind that the third quarter will have the CECL day two double-count if we close for First Choice, which is $20 million..

All right. Got it. Okay.

And then just lastly, maybe for Jim, could you maybe talk a little bit about like retention efforts for the First Choice management team and some of those commercial lenders? Is there anything in place to kind of make sure that the team that you're acquiring stays in place once the deal is complete to kind of help give you more confidence or to support your confidence that this is going to be a good fit for you guys culturally?.

Yes. Damon, thank you. Certainly in these transactions, it's key to keep the talent. And so those efforts are ongoing and we're confident that the team who are here will be there going forward. And so there were some stickiness in place already from what we inherited, but they will add to it relative to some of the key performers..

We'll take our next question from Wayne Archambo with Monarch Partners..

Thank you.

I just wanted to try to understand the purchase process? Was this an auction? What was behind that?.

Well, so was this an auction? Well, here's a thing, when we go out, we talk to companies a lot and so we at times find a good partner and we negotiate the opportunities and certainly there is contemplation of what the market would provide in that effort. So certainly we're careful as it relates to who we target and how we go about it.

But certainly we don't comment necessarily about how this came to be explicit, but this is something we've been working on for a while in terms of our overall expansion in that area we looked at a lot of different companies and this one just was about right..

I only bring it up because the price you're paying at least on a - based on the percent over the close yesterday seemed like a big premium to me and if it's not an auction then why you're paying such a big premium - if it's a negotiation of one-on-one, that is what puzzled me?.

Yes. This is Keene. What I would say is, it's - there's only so much what the information that happens in the market. Obviously, First Choice is not a highly liquid stock and it is a strong earner and performer. I think when you look at price to earnings and some of those metrics, there's only so far you can push some of those things.

So I think overall when you look at the pricing metrics and really just the overall deal metrics to both shareholders, I think we feel good about what that is and our currency is strong and sometimes dictates a little bit higher purchase price to protect for some of that downside for sellers.

So we feel good about the process and understand the comment, but I think we feel we're excited about this just from an overall metrics perspective and an overall performance perspective..

Just, lastly, was the Seacoast still a comparable premium to this deal?.

Well, they were in two very different markets in terms of where bank valuations were and our valuation is. I think when you look at both transactions today, I think that they are - we feel confident about them and they were - I think you think about both were high single-digit EPS accretion.

They were both very favorably priced to earnings multiples and we think that from an overall shareholder value and pro forma base both for Enterprise and selling shareholders it benefits all constituents. So, again, I think, different market a year ago than it is today, clearly, both with where Enterprise trades and the overall market.

So it's hard to definitely compare them, but I think we feel good about our M&A process and I think we've been able to be appropriately disciplined and also make sure that we get the right value out of these franchises once we join them together..

We'll take our next question from , Investor..

I've been an investor in First Choice for a long time and you're getting a great franchise and more importantly really quality people. That's great. But along those lines, obviously, you have to retain people and I wanted to talk to you a little bit about or maybe you can answer some questions about sort of the credit culture.

How are you - what are you - I guess, maybe you can provide a little bit of color in terms of what are you trying to integrate in terms of an Enterprise overview on First Choice and as opposed to sort of letting them continue to do what they do? And how does that factor into what you've just done with Seacoast in terms of overlap, where you're going to have to change things again on the credit side, could you provide a little bit more color on that?.

Sure.

So as we did our diligence, obviously, there is a process and a way that every company goes about the credit and we appreciate that and certainly we'll value it, because if you think about the fact that they are able to respond appropriately in terms of time with their client base is something that we'll have to keep, that's a special secret sauce relative to what they do.

But at the end of the day, it requires quality character of the borrowers, it requires good capital and cash flow, and that's exactly how they underwrite. So we're very confident that we're not going to squeeze the special secret sauce out of them. But what we can do is provide a little bit larger balance sheet to help them grow with their clients.

What we can do is provide a wider scope on products and services to deepen the relationships. And, by the way, we also can accelerate the growth in that market with a different level of client in terms of those that need a little bit more than what the First Choice could have had otherwise.

But we're very cognizant of what made the company what it is, and certainly know that if we go in and change it tremendously it's not the right thing to do..

And, Eric, this is Keene, maybe I'll just take this opportunity to reflect on approach and so I think what we do during due diligence is, we learn a lot of information and we think a lot about and reflect a lot about who we are and who the target company is.

But the details of how are really going to happen tomorrow and the next day and next week when we start to really meet throughout the organizations and on a task and process basis.

But to Jim's point, we have a strategy and I think we understand how First Choice approaches the market and what is important to preserve their and also there probably are some lessons that we can learn throughout Enterprise that might help make us better. We certainly know that that's the case.

I do want to give a little bit of perspective on when you think about the Seacoast franchise, number one, the Seacoast SBA shop is a well-oiled machine.

We brought that sort of on and generally preserved it and plugged it in, I - i.e., none of these decisions have been made yet, but I would anticipate that that a little bit was driving mechanism for producing or processing SBA loans and how we add people together there is to be determined.

But I would think with the relative size there that sort of the default. And then, separately, the San Diego operation, the Seacoast were a small handful of lenders that we were seeing how it worked. And so now we just have a bigger ecosystem. So there will be kind of, I'll say, a dual disruption or a dual integration there.

But I think to Jim's point, it's only positive as it relates to what we can do and we're really providing a lot more emphasis behind those lenders in the Southern California market..

Okay. That's great. Just one last thing.

Was Seacoast on a different, like, IT system than First Choice compared to yours?.

Yes. We are all three on different systems. We just maybe a little bit in the weed. We did keep the Seacoast SBA subsystem, but the core systems are different versions of system. First Choice uses some of the same vendor subset that we do, but it's a different platform.

So to be determined on how exactly all the look and feel is on a combined basis, but we believe our capabilities are appropriate for the client type and complexity..

We'll take our next question from Brian Martin with Janney..

Just maybe for Keene, just one thing on the - or I guess maybe for Scott, just kind of the loan pipeline today I may guess if you talk about, it sounds like the PPP is kind of - and the liquidity has been factors, but kind of what does the pipeline look like today? And just kind of how you're thinking about going forward, kind of the core pipeline?.

Brian, it's Scott. Yes, thanks for that question. As I mentioned, I think the bright spots are if you look at the underlying production, it's steadily up. Originations were higher in the fourth quarter than they were at the third and then up again in the first quarter.

I think, the headwinds are just that the use of those commitments are down, companies are using more cash in deals.

We're seeing, as I said, more pressure on the C&I portfolios and some of the paydowns and payoffs are elevated with sale of assets and we might see a commercial real estate deal that was 80% loan to value that now is 50% or 60%, because there are just more cash going into these deals out there.

So I think though were short term headwinds, but I think underlying production and sales activity is inching up and I think the specialty businesses, as I mentioned, as Keene mentioned too, SBA is well positioned right now. Life insurance premium and the tax credit business are just steady growers. I don't see anything that's going to change that.

Sponsor finance activity actually was up in the first quarter. So, I think, I view it as the engine is working well, but the pavement still a little slippery..

Now that's helpful. And then maybe just one or two for Keene.

Keene, the timing of PPP, I guess, is your expectation - most of that gets, kind of, taken care of this year as you work through the forgiveness process or I guess maybe some tail and maybe it's a smaller tail going into '22?.

I think that's an accurate assumption, because even if it doesn't payoff or get forgiven this year, the math behind that, Brian, would be that most of it - most of the deferred fees are amortized through, because a lot of that is like early 2020 origination. So the two year window will be up for most of that round one stuff.

So our - that is an accurate assumption, whether it's forgiven or just amortized..

Got you. Okay.

And then, remind us, Keene, that you talked about the Durbin impact?.

Yes. That's about a $3 million pre-tax number. So we have that modeled into the earn back as announced and I did sensitize that there.

Our view just with where our internal forecasts are relative to where Street forecasts are, is that, theoretically the Street should have had us crossing hand and should have had that all there, but we just decided to be more conservative in the announcement.

But certainly we think the deal metrics reflect very favorably on all of those things and I think it's important to note and Jim hit on this, but it's a high quality earner that's joining the organization, which really helps boost us through $10 billion; with the scale, you'll be almost $13 billion on a pro forma basis with a lot of dry powder and runway to grow the loan book..

Yes. Okay.

And then, lastly, just on the margin, Keene, I guess just your sense, I mean, you talked about the excess liquidity, if the liquidity stabilizes or it sounds like it's beginning to - this is to liquidity build, how do we think about the margin prospectively now prior to the - you're excluding the transaction?.

Yes, I think - I'll say this. I think pre First Choice, I think if liquidity stabilizes, I think margin outlook is stable.

I mean, I think when you look at the fundamentals of net interest margin on our balance sheet, I think when you adjust for the liquidity and you adjust for the moving pieces of PPP, I think, margin performed reasonably well and it performed according to what we expected. I think we are - we certainly would like to see more portfolio loan growth.

I think we're optimistic and - but we're going to continue to be disciplined and run our rates from a credit perspective. And then on a pro forma basis, I think, probably pretty similar impact to margin from First Choice as it was Seacoast, call it, roughly 10 to 15 basis points of margin expansion.

On a pro forma basis, I think, it's pretty clear the First Choice model had a very nice loan yield based on the way they get to and service clients and are able to get share of wallet and then certainly the high quality, the amount of DDA and the deposit base is a very strong margin capability and then there will be a modest premium that you saw that's put on that loan book in purchase accounting that meets that set back, but 10 to 15 basis points as we sit here today assuming rates don't move around too much is what we think the combined impact of it..

Okay. And then starting point of the basis stability you're talking about for today, at least in the near term is kind of the 3.40% level, is that what you would consider --.

Yes. I would say, the 3.39%. I mean, I think that's really - I hit how comfortably I thought it was at the year-end, that's actually better. But that 3.39%, 3.40% as long as we don't get too much more liquidity, I think that's a fairly decent level moving forward.

Now as soon as I say that I know I'm going to be wrong by 5 basis points, but I think the underlying fundamentals of loan pricing, deposit pricing should help support that..

Okay. And then just lastly, strategically, as you guys are, I guess, looking at doing this transaction with First Choice, you're kind of leaving the Midwest and going to California.

I mean Seacoast was kind of a, I guess, a platform for national lending, just kind of wondering how that kind of fit into it? It seems like, I guess, it was your intention view, be it that you have to get, if you're a smaller player out in a pretty larger market now I guess continue to gets bigger out there, is that kind of the plan longer-term, scale up from where you are here with what you're picking up with First Choice?.

So, Brian, I just want to - I'll answer that one. We're not leaving the Midwest. Okay. So we're not leaving the Midwest. We're complementing and bringing the Enterprise way to good markets with good companies and we have done it organically in Phoenix. Certainly, we did it well in Northern New Mexico. Seacoast obviously the specialized side of things.

But as we look at good companies, First would be the priority. And then obviously there is a trajectory to the South, Southwest, just because, as Scott has pointed out in his comments, there is just more positive business growth in those markets and our model has been accepted very well that way.

So we're confident about our ability to perform there, but I just - we're not leaving the Midwest. The Midwest is still very strong anchor to our business and will continue to be..

Yes. I didn't mean it that way. This was more just in the idea of how the expansion opportunities would look out there.

Do you have to - do you think you really want to get meaningfully bigger at this point over time as that kind of the plan longer term?.

I think, globally within the company, so whether it'd be geographically in any one of the markets that we're in, whether we're looking at specialized businesses and things of that nature, but certainly we feel confident in our ability to continue to scale the overall franchise with growth..

Thank you. At this time, we have no further questions in queue..

Great, Todd. Thank you. And we'll just wrap up this way. Thank you all for your time, for the great questions today, and your interest in our company, and we look forward to talking to all of you at the end of the second quarter, if not sooner. So, have a great day..

Thank you. Ladies and gentlemen, this concludes today's conference. You may now disconnect..