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EFSC > SEC Filings for EFSC > Form 10-Q on 5-Nov-2012All Recent SEC Filings

Show all filings for ENTERPRISE FINANCIAL SERVICES CORP

Form 10-Q for ENTERPRISE FINANCIAL SERVICES CORP


5-Nov-2012

Quarterly Report


ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Some of the information in this report contains "forward-looking statements" within the meaning of and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified with use of terms such as "may," "might," "will, "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "could," "continue" and the negative of these terms and similar words, although some forward-looking statements are expressed differently. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including, but not limited to: credit risk; changes in the appraised valuation of real estate securing impaired loans; outcomes of litigation and other contingencies; exposure to general and local economic conditions; risks associated with rapid increases or decreases in prevailing interest rates; consolidation within the banking industry; competition from banks and other financial institutions; our ability to attract and retain relationship officers and other key personnel; burdens imposed by federal and state regulation; changes in regulatory capital requirements; changes in accounting regulation or standards applicable to banks; and other risks discussed under the caption "Risk Factors" of our most recently filed Form 10-K and subsequent Forms 10-Q, all of which could cause the Company's actual results to differ from those set forth in the forward-looking statements.

Readers are cautioned not to place undue reliance on our forward-looking statements, which reflect management's analysis and expectations only as of the date of such statements. Forward-looking statements speak only as of the date they are made, and the Company does not intend, and undertakes no obligation, to publicly revise or update forward-looking statements after the date of this report, whether as a result of new information, future events or otherwise, except as required by federal securities law. You should understand that it is not possible to predict or identify all risk factors. Readers should carefully review all disclosures we file from time to time with the Securities and Exchange Commission which are available on our website at www.enterprisebank.com.

Introduction

The following discussion describes the significant changes to the financial condition of the Company that have occurred during the first nine months of 2012 compared to the financial condition as of December 31, 2011. In addition, this discussion summarizes the significant factors affecting the results of operations, liquidity and cash flows of the Company for the three and nine months ended September 30, 2012, compared to the same periods in 2011. This discussion should be read in conjunction with the accompanying consolidated financial statements included in this report and our Annual Report on Form 10-K for the year ended December 31, 2011.

Executive Summary

The Company reported net income of $7.9 million for the three months ended September 30, 2012, compared to net income of $5.8 million for the same period in 2011. After deducting dividends on preferred stock, the Company reported net income per fully diluted share of $0.39, compared to net income of $0.29 per fully diluted share for the prior year period.

Net income for the nine months ended September 30, 2012 was $22.9 million compared to net income of $18.2 million for the same period in 2011. After deducting dividends on preferred stock, the Company reported net income per fully diluted share of $1.14, compared to net income of $0.98 per fully diluted share for the prior year period.

Below are highlights of our Banking and Wealth Management segments. For more information on our segments, see Note 9 -Segment Reporting.


Banking Segment
Loans - Portfolio loans totaled $2.2 billion at September 30, 2012, flat with December 31, 2011 and September 30, 2011. Loans covered under FDIC shared loss agreements ("Covered loans") were $221.4 million at September 30, 2012, a decrease of $79.2 million or 26% from December 31, 2011 and a decrease of $105.5 million or 32% from September 30, 2011. The decrease is due to principal paydowns and loans that paid off.

Portfolio loans excluding covered loans ("Noncovered loans") increased $90.1 million or 5% from December 31, 2011. Commercial & Industrial loans increased $117.2 million or 15% and Construction Real Estate loans increased $6.1 million or 4%, while Residential Real Estate loans decreased $24.1 million or 14%. Noncovered loans increased $119.2 million or 6% from September 30, 2011. Commercial and Industrial loans increased $174.3 million or 25% while Residential and Construction Real Estate loans declined $37.2 million or 11%. For fiscal year 2012, the Company expects 6-8% growth in portfolio loans not covered by FDIC shared loss agreements, similar to 2011 results. Based on the most recent remeasurement of expected cash flows, the Company expects the average balance of Covered loans to be approximately $187 million, $131 million, and $74 million in 2013, 2014, and 2015, respectively.
See Note 4 - Portfolio Loans Not Covered by Loss Share and Note 5 - Portfolio Loans Covered by Loss Share for more information.
Deposits - Total deposits at September 30, 2012 were $2.6 billion, a decrease of $240.4 million, or 9%, and $266.3 million, or 9%, from December 31, 2011 and September 30, 2011, respectively. The decrease is mainly due to a decline in certificates of deposit as the Company continues to force a decline through lower cost pricing. Demand deposits increased $35.6 million or 6% from December 31, 2011 and $63.8 million or 11% from September 30, 2011 while interest bearing transaction accounts decreased $72.3 million or 5% from December 31, 2011 and $42.4 million or 3% from September 30, 2011.

Reciprocal CDARS certificates were $5.5 million at September 30, 2012, a decrease of $8.9 million, or 62%, and $14 million, or 71%, from December 31, 2011 and September 30, 2011, respectively.
Asset quality - Nonperforming loans, including troubled debt restructurings were $32.1 million at September 30, 2012, compared to $41.6 million at December 31, 2011 and $48.0 million at September 30, 2011. Nonperforming loans represented 1.61% of total Noncovered loans at September 30, 2012 versus 2.19% at December 31, 2011 and 2.57% at September 30, 2011. Excluding non-accrual loans and Covered loans, portfolio loans that were 30-89 days delinquent at September 30, 2012 remained at very low levels, representing 0.07% of the portfolio compared to 0.36% at December 31, 2011 and 0.03% at September 30, 2011.

Provision for loan losses not covered under FDIC loss share was $1.0 million in the third quarter of 2012, compared to $5.4 million in the third quarter of 2011. The decrease in the provision for loan losses in the third quarter of 2012 was due to lower levels of loan risk rating downgrades, and more favorable loss migration statistics from a year ago. See Note 4 - Portfolio Loans Not Covered by Loss Share and Provision and Allowance for Loan Losses and Nonperforming Assets in this section for more information.
Interest rate margin - The net interest rate margin was 5.21% for the third quarter of 2012, compared to 4.81% for the second quarter of 2012 and 3.79% in the third quarter of 2011. For the nine month period ended September 30, 2012, the net interest rate margin was 4.79% compared to 4.04% for the same period in 2011. See Net Interest Income in this section for more information.


Covered loans and other assets covered under FDIC shared loss agreements - The following table illustrates the net revenue contribution of covered assets for the most recent five quarters.

                                                               For the Quarter ended
(in thousands)         September 30, 2012      June 30, 2012     March 31, 2012     December 31, 2011     September 30, 2011
Accretion income      $           7,995       $       7,155     $       7,081      $           6,841     $           4,942
Accelerated cash
flows                             7,446               5,315             2,691                  4,733                 1,620
Other                               103                 106               130                     29                     4
Total interest income            15,544              12,576             9,902                 11,603                 6,566
Provision for loan
losses                          (10,889 )              (206 )          (2,285 )                  144                (2,672 )
Gain on sale of other
real estate                          34                 769             1,173                    144                   588
Change in FDIC loss
share receivable                  1,912              (5,694 )          (2,956 )               (4,642 )               1,513
Pre-tax net revenue   $           6,601       $       7,445     $       5,834      $           7,249     $           5,995

Wealth Management Segment

Fee income from the Wealth Management segment includes Wealth Management revenue and income from state tax credit brokerage activities. Wealth Management revenue was $1.8 million in the third quarter of 2012, a decrease of $166,000, or 8%, over the linked second quarter and flat compared to September 30, 2011. See Noninterest Income in this section for more information.

Net Interest Income

Three months ended September 30, 2012 and 2011

Net interest income (on a tax equivalent basis) was $37.9 million for the three months ended September 30, 2012 compared to $27.1 million for the same period of 2011, an increase of $10.8 million, or 40%. Total interest income increased $8.7 million and total interest expense decreased $2.1 million.

Average interest-earning assets increased $55.3 million, or 2%, to $2.9 billion for the quarter ended September 30, 2012 from $2.8 billion for the quarter ended September 30, 2011. Average loans increased $94.0 million, or 4%, to $2.2 billion for the quarter ended September 30, 2012 from $2.1 billion for the quarter ended September 30, 2011. Noncovered loans increased $117.1 million while Covered loans decreased $23.1 million. Average securities increased $114.8 million or 23%, while short-term investments decreased $153.5 million or 63.0% from the third quarter of 2011. Interest income on earning assets increased $1.5 million due to higher volume and increased $7.2 million due to higher rates, for an increase of $8.7 million versus the third quarter of 2011.

For the quarter ended September 30, 2012, average interest-bearing liabilities decreased $150.9 million, or 6%, to $2.3 billion compared to $2.4 billion for the quarter ended September 30, 2011. The decrease resulted from a $175.5 million decrease in average interest-bearing deposits, offset by a $24.6 million increase in borrowed funds from customer repurchase agreements. The decrease in average interest-bearing deposits is due to a $220.4 million decrease in certificates of deposit, offset by a $3.9 million increase in average money market accounts and savings accounts, and an increase of $41.1 million in interest-bearing transaction accounts. For the third quarter of 2012, interest expense on interest-bearing liabilities decreased $1.4 million due to declining rates and $689,000 due to the impact of lower volumes, for a net decrease of $2.1 million versus the third quarter of 2011.

The tax-equivalent net interest rate margin was 5.21% for the third quarter of 2012, compared to 4.81% for the second quarter of 2012 and 3.79% in the third quarter of 2011. In the third quarter of 2012, the Covered loans yielded 26.51%


primarily due to cash flows on paid off loans that exceeded expectations. Absent the Covered loans, related nonearning assets, and related funding costs, the net interest rate margin was 3.42% for the third quarter of 2012 compared to 3.46% for the second quarter of 2012.

We expect the fourth quarter net interest margin to remain above 4%. We expect continued volatility in the yield on Covered loans due primarily to prepayments, and, possibly, the quarterly remeasurement of cash flows. We expect the yield on Covered loans, without the impact of prepayments, to be approximately 13% - 15% in the fourth quarter of 2012. Yields on Noncovered loans are expected to fall further in the fourth quarter and will offset lower deposit costs.

Nine months ended September 30, 2012 and 2011

Net interest income (on a tax equivalent basis) was $103.3 million for the nine months ended September 30, 2012 compared to $81.4 million for the same period of 2011, an increase of $21.9 million, or 27%. Total interest income increased $16.9 million and total interest expense decreased $5.0 million.

Average interest-earning assets increased $185.8 million, or 7%, to $2.9 billion for the nine months ended September 30, 2012 from $2.7 billion for the nine months ended September 30, 2011. Average loans increased $180.3 million, or 9%, to $2.2 billion for the nine months ended September 30, 2012 from $2.0 billion for the nine months ended September 30, 2011. Approximately $50.0 million of the increase is related to an increase in the Covered loans from the acquisition of The First National Bank of Olathe ("FNB"). Average securities increased $113.2 million or 24% while short-term investments decreased $107.7 million or 49% from the third quarter of 2011. Interest income on earning assets increased $13.1 million due to higher volume and $3.7 million due to higher rates, for an increase of $16.9 million versus the third quarter of 2011.

For the nine months ended September 30, 2012, average interest-bearing liabilities increased $38.3 million, or 2%, to $2.4 billion compared to $2.3 billion for the nine months ended September 30, 2011. The increase in average interest-bearing liabilities resulted from a $26.4 million increase in average interest-bearing deposits, due to a $114.8 million increase in average money market accounts and savings accounts, an increase of $54.5 million in interest-bearing transaction accounts, offset by a decrease of $143.0 million in certificates of deposit. For the nine months ended September 30, 2012, interest expense on interest-bearing liabilities decreased $4.3 million due to declining rates and $697,000 due to the impact of lower volumes of certificates of deposit, for a net decrease of $5.0 million versus the same period in 2011.

The tax-equivalent net interest rate margin was 4.79% for the nine months ended September 30, 2012, compared to 4.04% in the same period of 2011. The increase in the margin was primarily due to a higher yield on the Covered loans, resulting from cash flows on paid off covered loans that exceeded expectations, and lower funding costs.


Average Balance Sheet

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.
                                                             Three months ended September 30,
                                                 2012                                                 2011
                                                                    Average                                              Average
                                                   Interest         Yield/                              Interest         Yield/
(in thousands)             Average Balance      Income/Expense       Rate       Average Balance      Income/Expense       Rate
Assets
Interest-earning assets:
Taxable loans (1)         $      1,918,419     $        23,907        4.96 %   $      1,807,526     $        24,037        5.28 %
Tax-exempt loans (2)                37,138                 680        7.28               30,965                 595        7.62
Covered loans (3)                  233,272              15,544       26.51              256,381               6,566       10.16
              Total loans        2,188,829              40,131        7.29            2,094,872              31,198        5.91
Taxable investments in
debt and equity
securities                         574,968               2,671        1.85              471,303               2,953        2.49
Non-taxable investments
in debt and equity
securities (2)                      35,874                 412        4.57               24,703                 287        4.61
Short-term investments              90,297                  53        0.23              243,812                 166        0.27
     Total securities and
   short-term investments          701,139               3,136        1.78              739,818               3,406        1.83
   Total interest-earning
                   assets        2,889,968              43,267        5.96            2,834,690              34,604        4.84
Noninterest-earning
assets:
Cash and due from banks             17,435                                               23,499
Other assets                       318,400                                              377,123
Allowance for loan losses          (37,804 )                                            (44,822 )
             Total assets $      3,187,999                                     $      3,190,490

Liabilities and Shareholders' Equity
Interest-bearing
liabilities:
Interest-bearing
transaction accounts      $        259,488     $           182        0.28 %   $        218,416     $           211        0.38 %
Money market accounts              982,375               1,024        0.41            1,019,362               2,004        0.78
Savings                             74,961                  68        0.36               34,103                  35        0.41
Certificates of deposit            639,084               2,288        1.42              859,478               3,152        1.45
   Total interest-bearing
                 deposits        1,955,908               3,562        0.72            2,131,359               5,402        1.01
Subordinated debentures             85,081                 982        4.59               85,081               1,128        5.26
Borrowed funds                     225,963                 846        1.49              201,385                 986        1.94
   Total interest-bearing
              liabilities        2,266,952               5,390        0.95            2,417,825               7,516        1.23
Noninterest bearing
liabilities:
Demand deposits                    642,598                                              530,619
Other liabilities                   15,086                                               10,508
        Total liabilities        2,924,636                                            2,958,952
Shareholders' equity               263,363                                              231,538
      Total liabilities &
     shareholders' equity $      3,187,999                                     $      3,190,490
      Net interest income                      $        37,877                                      $        27,088
      Net interest spread                                             5.01 %                                               3.61 %
 Net interest rate margin
                      (4)                                             5.21                                                 3.79

(1) Average balances include non-accrual loans. The income on such loans is included in interest but is recognized only upon receipt. Loan fees, net of amortization of deferred loan origination fees and costs, included in interest income are approximately $340,000 and $211,000 for the three months ended September 30, 2012 and 2011, respectively.


(2) Non-taxable income is presented on a fully tax-equivalent basis using a 36% tax rate. The tax-equivalent adjustments were $393,000 and $319,000 for the three months ended September 30, 2012 and 2011, respectively.

(3) Covered loans are loans covered under FDIC shared-loss agreements.

(4) Net interest income divided by average total interest-earning assets.

                                                               Nine months ended September 30,
                                                  2012                                                  2011
                                                                     Average                                               Average
                                                    Interest          Yield/                              Interest          Yield/
(in thousands)             Average Balance       Income/Expense        Rate       Average Balance      Income/Expense        Rate
Assets
Interest-earning assets:
Taxable loans (1)         $      1,897,482     $         72,319         5.09 %   $      1,767,492     $        71,029         5.37 %
Tax-exempt loans (2)                32,857                1,841         7.48               32,623               1,895         7.77
Covered loans (3)                  254,568               38,022        19.95              204,532              21,323        13.94
              Total loans        2,184,907              112,182         6.86            2,004,647              94,247         6.29
Taxable investments in
debt and equity
securities                         554,898                7,670         1.85              454,593               8,936         2.63
Non-taxable investments
in debt and equity
securities (2)                      32,902                1,146         4.65               19,982                 702         4.70
Short-term investments             110,364                  195         0.24              218,017                 428         0.26
     Total securities and
   short-term investments          698,164                9,011         1.72              692,592              10,066         1.94
   Total interest-earning
                   assets        2,883,071              121,193         5.62            2,697,239             104,313         5.17
Noninterest-earning
assets:
Cash and due from banks             16,037                                                 15,776
Other assets                       361,824                                                329,117
Allowance for loan losses          (38,104 )                                              (43,612 )
             Total assets $      3,222,828                                       $      2,998,520

Liabilities and
Shareholders' Equity
Interest-bearing
liabilities:
Interest-bearing
transaction accounts      $        256,505     $            566         0.29 %   $        201,979     $           606         0.40 %
Money market accounts            1,024,359                3,694         0.48              957,346               6,210         0.87
Savings                             66,386                  209         0.42               18,595                  53         0.38
Certificates of deposit            701,168                7,603         1.45              844,133               9,667         1.53
   Total interest-bearing
                 deposits        2,048,418               12,072         0.79            2,022,053              16,536         1.09
Subordinated debentures             85,081                3,111         4.88               85,081               3,375         5.30
Borrowed funds                     217,841                2,689         1.65              205,897               2,985         1.94
   Total interest-bearing
              liabilities        2,351,340               17,872         1.02            2,313,031              22,896         1.32
Noninterest bearing
liabilities:
Demand deposits                    609,357                                                468,740
Other liabilities                    8,828                                                 10,815
        Total liabilities        2,969,525                                              2,792,586
Shareholders' equity               253,303                                                205,934
      Total liabilities &
     shareholders' equity $      3,222,828                                       $      2,998,520
      Net interest income                      $        103,321                                       $        81,417
      Net interest spread                                               4.60 %                                                3.85 %
 Net interest rate margin
                      (4)                                               4.79                                                  4.04

(1) Average balances include non-accrual loans. The income on such loans is included in interest but is recognized only upon receipt. Loan fees, net of amortization of deferred loan origination fees and costs, included in interest income are approximately $1,040,000 and $640,000 for the nine months ended September 30, 2012 and 2011, respectively.


(2) Non-taxable income is presented on a fully tax-equivalent basis using a 36% tax rate. The tax-equivalent adjustments were $1,075,000 and $936,000 for the nine months ended September 30, 2012 and 2011, respectively.

(3) Covered loans are loans covered under FDIC shared-loss agreements.

(4) Net interest income divided by average total interest-earning assets.

Rate/Volume
The following table sets forth, on a tax-equivalent basis for the periods
indicated, a summary of the changes in interest income and interest expense
resulting from changes in yield/rates and volume.

                                                              2012 compared to 2011
                                  Three months ended September 30,              Nine months ended September 30,
                                     Increase (decrease) due to                   Increase (decrease) due to
(in thousands)                 Volume(1)         Rate(2)         Net         Volume(1)        Rate(2)        Net
Interest earned on:
Taxable loans                $    1,393       $    (1,523 )   $   (130 )   $     5,107       $ (3,817 )   $  1,290
Tax-exempt loans (3)                112               (27 )         85              14            (68 )        (54 )
Covered loans                      (641 )           9,619        8,978           6,043         10,656       16,699
Taxable investments in debt
and equity securities               568              (850 )       (282 )         1,727         (2,993 )     (1,266 )
Non-taxable investments in
debt and equity securities
(3)                                 128                (3 )        125             451             (7 )        444
Short-term investments              (93 )             (20 )       (113 )          (194 )          (39 )       (233 )
Total interest-earning
assets                       $    1,467       $     7,196     $  8,663     $    13,148       $  3,732     $ 16,880

Interest paid on:
Interest-bearing transaction
accounts                     $       35       $       (64 )   $    (29 )   $       142       $   (182 )   $    (40 )
Money market accounts               (71 )            (909 )       (980 )           409         (2,925 )     (2,516 )
Savings                              37                (4 )         33             150              6          156
. . .
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