株探米国株
英語
エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
 
FORM 10-Q
 
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2023.
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ______ to ______

Commission file number 001-15373

ENTERPRISE FINANCIAL SERVICES CORP
Incorporated in the State of Delaware
I.R.S. Employer Identification # 43-1706259
Address: 150 North Meramec
Clayton, MO 63105
Telephone: (314) 725-5500
___________________
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share EFSC Nasdaq Global Select Market
Depositary Shares, each representing a 1/40th interest in a share of 5.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A EFSCP Nasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes ☐  No ☒
 
As of August 2, 2023, the Registrant had 37,384,124 shares of outstanding common stock, $0.01 par value per share.
This document is also available through our website at http://www.enterprisebank.com.




ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
TABLE OF CONTENTS
 
    Page
PART I - FINANCIAL INFORMATION  
     
Item 1.  Financial Statements  
   
Condensed Consolidated Balance Sheets (Unaudited)
 
Condensed Consolidated Statements of Income (Unaudited)
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
 
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)
 
Condensed Consolidated Statements of Cash Flows (Unaudited)
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk
   
Item 4. Controls and Procedures
 
PART II - OTHER INFORMATION
   
Item 1.  Legal Proceedings
Item 1A.  Risk Factors
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
 
Signatures
 


Glossary of Acronyms, Abbreviations and Entities

The acronyms and abbreviations identified below are used in various sections of this Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Item 2 and the Condensed Consolidated Financial Statements and the Notes to Condensed Consolidated Financial Statements in Item 1 of this Form 10-Q.

ACL Allowance for Credit Losses FASB Financial Accounting Standards Board
ASU Accounting Standards Update FHLB Federal Home Loan Bank
Bank Enterprise Bank & Trust GAAP Generally Accepted Accounting Principles (United States)
C&I Commercial and Industrial LIBOR London Interbank Offered Rate
CCB Capital Conservation Buffer NIM Net Interest Margin
CECL Current Expected Credit Loss PPP Paycheck Protection Program
Company Enterprise Financial Services Corp SBA Small Business Administration
CRE Commercial Real Estate SEC Securities and Exchange Commission
EFSC Enterprise Financial Services Corp SOFR Secured Overnight Financing Rate
Enterprise Enterprise Financial Services Corp



PART I - ITEM 1 - FINANCIAL STATEMENTS
ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share data) June 30, 2023 December 31, 2022
Assets    
Cash and due from banks $ 202,702  $ 229,580 
Federal funds sold 962  1,753 
Interest-earning deposits 118,359  60,026 
Total cash and cash equivalents 322,023  291,359 
Interest-earning deposits greater than 90 days 6,007  8,029 
Securities available-for-sale 1,550,375  1,535,807 
Securities held-to-maturity, net 723,959  709,915 
Loans held-for-sale 551  1,228 
Loans 10,512,623  9,737,138 
Allowance for credit losses on loans (141,319) (136,932)
Total loans, net
 10,371,304  9,600,206 
Other investments 66,487  63,790 
Fixed assets, net 41,988  42,985 
Goodwill 365,164  365,164 
Intangible assets, net 14,544  16,919 
Other assets 408,752  418,770 
Total assets $ 13,871,154  $ 13,054,172 
Liabilities and Shareholders' Equity    
Noninterest-bearing demand accounts $ 3,880,561  $ 4,642,732 
Interest-bearing demand accounts 2,629,339  2,256,295 
Money market accounts 2,913,018  2,655,159 
Savings accounts 664,838  744,256 
Certificates of deposit:  
Brokered 893,808  118,968 
Other 638,296  411,740 
Total deposits 11,619,860  10,829,150 
Subordinated debentures and notes 155,706  155,433 
FHLB advances 150,000  100,000 
Other borrowings 199,390  324,119 
Other liabilities 127,965  123,207 
Total liabilities $ 12,252,921  $ 11,531,909 
Commitments and contingent liabilities (Note 5)
Shareholders' equity:    
Preferred stock, $0.01 par value; 5,000,000 shares authorized; 75,000 shares issued and outstanding ($1,000 per share liquidation preference)
 71,988  71,988 
Common stock, $0.01 par value; 75,000,000 shares authorized; 37,359,527 and 37,253,292 shares issued and outstanding, respectively
 374  373 
Additional paid in capital 988,355  982,660 
Retained earnings 680,981  597,574 
Accumulated other comprehensive loss (123,465) (130,332)
Total shareholders' equity 1,618,233  1,522,263 
Total liabilities and shareholders' equity $ 13,871,154  $ 13,054,172 
The accompanying notes are an integral part of these consolidated financial statements.
1

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
Condensed Consolidated Statements of Income (Unaudited)
  Three months ended June 30, Six months ended June 30,
(in thousands, except per share data) 2023 2022 2023 2022
Interest income:
Loans $ 170,159  $ 102,153  $ 322,765  $ 198,276 
Debt securities:
Taxable 9,619  6,553  18,905  11,904 
Nontaxable 5,659  4,526  11,256  8,468 
Interest-earning deposits 2,095  2,495  3,290  3,312 
Dividends on equity securities 365  342  714  690 
Total interest income 187,897  116,069  356,930  222,650 
Interest expense:
Deposits 41,372  3,850  66,033  6,709 
Subordinated debentures and notes 2,431  2,257  4,840  4,477 
FHLB advances 1,279  197  2,611  392 
Other borrowings 2,123  152  3,225  294 
Total interest expense 47,205  6,456  76,709  11,872 
Net interest income 140,692  109,613  280,221  210,778 
Provision (benefit) for credit losses 6,339  658  10,522  (3,410)
Net interest income after provision (benefit) for credit losses 134,353  108,955  269,699  214,188 
Noninterest income:
Deposit service charges 3,910  4,749  8,038  8,912 
Wealth management revenue 2,472  2,533  4,988  5,155 
Card services revenue 2,464  3,514  4,802  6,554 
Tax credit income 368  1,186  2,181  3,794 
Other income 5,076  2,212  11,179  8,420 
Total noninterest income 14,290  14,194  31,188  32,835 
Noninterest expense:
Employee compensation and benefits 41,641  36,028  84,144  71,855 
Occupancy 3,954  4,309  8,015  8,895 
Data processing 3,661  3,111  7,371  6,371 
Professional fees 1,566  1,542  3,197  2,719 
Other expense 35,134  20,434  64,212  38,384 
Total noninterest expense 85,956  65,424  166,939  128,224 
Income before income tax expense 62,687  57,725  133,948  118,799 
Income tax expense 13,560  12,576  29,083  25,957 
Net income $ 49,127  $ 45,149  $ 104,865  $ 92,842 
Dividends on preferred stock 937  938  1,875  2,167 
Net income available to common shareholders $ 48,190  $ 44,211  $ 102,990  $ 90,675 
Earnings per common share
Basic $ 1.29  $ 1.19  $ 2.76  $ 2.42 
Diluted 1.29  1.19  2.75  2.41 
The accompanying notes are an integral part of these consolidated financial statements.
2


ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Three months ended June 30, Six months ended June 30,
(in thousands) 2023 2022 2023 2022
Net income $ 49,127  $ 45,149  $ 104,865  $ 92,842 
Other comprehensive income (loss), after-tax:
Change in unrealized gain (loss) on available-for-sale securities (13,677) (49,242) 10,301  (128,595)
Reclassification of gain on sale of available-for-sale securities —  —  (285) — 
Reclassification of gain on held-to-maturity securities (686) (701) (1,324) (1,405)
Change in unrealized gain (loss) on cash flow hedges (3,338) 535  (2,063) 2,286 
Reclassification of loss on cash flow hedges 211  187  238  456 
Total other comprehensive income (loss), after-tax (17,490) (49,221) 6,867  (127,258)
Comprehensive income (loss) $ 31,637  $ (4,072) $ 111,732  $ (34,416)

The accompanying notes are an integral part of these consolidated financial statements.
3

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)
Three and six months ended June 30, 2023
Preferred Stock Common Stock
(in thousands, except per share data) Shares Amount Shares Amount Additional Paid in Capital Retained Earnings Accumulated
Other
Comprehensive Income (Loss)		 Total
Shareholders’ Equity
Balance at March 31, 2023 75  $ 71,988  37,311  $ 373  $ 984,281  $ 642,153  $ (105,975) $ 1,592,820 
Net income —  —  —  —  —  49,127  —  49,127 
Other comprehensive income —  —  —  —  —  —  (17,490) (17,490)
Common stock dividends ($0.25 per share)
 —  —  —  —  —  (9,340) —  (9,340)
Preferred stock dividends ($12.50 per share)
 —  —  —  —  —  (937) —  (937)
Issuance under equity compensation plans, net —  —  48  1  1,409  (22) —  1,388 
Share-based compensation —  —  —  —  2,665  —  —  2,665 
Balance at June 30, 2023 75  $ 71,988  37,359  $ 374  $ 988,355  $ 680,981  $ (123,465) $ 1,618,233 
Balance December 31, 2022 75  $ 71,988  37,253  $ 373  $ 982,660  $ 597,574  $ (130,332) $ 1,522,263 
Net income —  —  —  —  —  104,865  —  104,865 
Other comprehensive loss —  —  —  —  —  —  6,867  6,867 
Common stock dividends ($0.50 per share)
 —  —  —  —  —  (18,668) —  (18,668)
Preferred stock dividends ($25.00 per share)
 —  —  —  —  —  (1,875) —  (1,875)
Issuance under equity compensation plans, net —  —  106  1  561  (915) —  (353)
Share-based compensation —  —  —  —  5,134  —  —  5,134 
Balance at June 30, 2023 75  $ 71,988  37,359  $ 374  $ 988,355  $ 680,981  $ (123,465) $ 1,618,233 

4

Three and six months ended June 30, 2022
Preferred Stock Common Stock
(in thousands, except per share data) Shares Amount Shares Amount Treasury Stock Additional Paid in Capital Retained Earnings Accumulated
Other
Comprehensive Income (Loss)		 Total
Shareholders’ Equity
Balance at March 31, 2022 75  $ 71,988  37,516  $ 395  $ (73,528) $ 1,010,446  $ 523,136  $ (59,260) $ 1,473,177 
Net income —  —  —  —  —  —  45,149  —  45,149 
Other comprehensive loss —  —  —  —  —  —  —  (49,221) (49,221)
Common stock dividends ($0.22 per share)
 —  —  —  —  —  —  (8,185) —  (8,185)
Preferred stock dividends ($12.50 per share)
 —  —  —  —  —  (938) —  (938)
Repurchase of common stock —  —  (349) (3) —  (9,410) (6,536) —  (15,949)
Issuance under equity compensation plans, net —  —  39  —  —  1,266  (7) —  1,259 
Share-based compensation —  —  —  —  —  2,120  —  —  2,120 
Retirement of treasury stock (1,980 shares)
 —  (20) 73,528  (27,738) (45,770) —  — 
Balance at June 30, 2022 75  $ 71,988  37,206  $ 372  $ —  $ 976,684  $ 506,849  $ (108,481) $ 1,447,412 
Balance December 31, 2021 75  $ 71,988  37,820  $ 398  $ (73,528) $ 1,018,799  $ 492,682  $ 18,777  $ 1,529,116 
Net income —  —  —  —  —  92,842  —  92,842 
Other comprehensive income —  —  —  —  —  —  (127,258) (127,258)
Common stock dividends ($0.43 per share)
 —  —  —  —  —  (16,100) —  (16,100)
Preferred stock dividends ($28.889 per share)
 —  —  —  —  (2,167) —  (2,167)
Repurchase of common stock —  (700) (7) —  (18,867) (14,049) —  (32,923)
Issuance under equity compensation plans, net —  86  1  —  684  (589) —  96 
Share-based compensation —  —  —  —  3,806  —  —  3,806 
Retirement of treasury stock (1,980 shares)
 —  (20) 73,528  (27,738) (45,770) —  — 
Balance June 30, 2022 75  $ 71,988  37,206  $ 372  $ —  $ 976,684  $ 506,849  $ (108,481) $ 1,447,412 
The accompanying notes are an integral part of these consolidated financial statements.
5

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
  Six months ended June 30,
(in thousands) 2023 2022
Cash flows from operating activities:    
Net income $ 104,865  $ 92,842 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation 2,547  2,891 
Provision (benefit) for credit losses 10,522  (3,410)
Deferred income taxes 776  4,644 
Net amortization of discount/premiums on debt securities 2,039  3,157 
Net amortization on loan discount/premiums 2,108  (633)
Amortization of intangible assets 2,375  2,758 
Amortization of servicing assets 1,006  1,693 
Mortgage loans originated-for-sale (9,578) (43,352)
Proceeds from mortgage loans sold 10,279  44,789 
Loss (gain) on:
Sale of investment securities (381) — 
Sale of SBA loans (501) — 
Sale of other real estate (188) 71 
Sale of fixed assets 10  — 
Sale of state tax credits (215) (41)
Share-based compensation 5,134  3,806 
Net change in other assets and liabilities 8,988  5,534 
Net cash provided by operating activities 139,786  114,749 
Cash flows from investing activities:    
Net increase in loans (789,370) (251,381)
Proceeds received from:
Sale of debt securities, available-for-sale 28,741  — 
Paydown or maturity of debt securities, available-for-sale 119,794  127,119 
Paydown or maturity of debt securities, held-to-maturity 3,623  8,671 
Redemption of other investments 75,843  3,376 
Sale of SBA loans 9,502  — 
Sale of state tax credits held for sale 1,225  3,641 
Sale of other real estate 457  1,834 
Sale of fixed assets 43  — 
Settlement of bank-owned life insurance policies —  534 
Payments for the purchase of:
Available-for-sale debt securities (154,787) (544,909)
Held-to-maturity debt securities (21,146) (83,283)
Other investments (76,454) (19,437)
State tax credits held for sale (75) (7,352)
Fixed assets (1,603) (1,004)
 Net cash used in investing activities (804,207) (762,191)
Cash flows from financing activities:    
Net (decrease) increase in noninterest-bearing deposit accounts (762,171) 168,042 
Net increase (decrease) in interest-bearing deposit accounts 1,552,881  (419,223)
Net increase in FHLB advances 50,000  — 
Repayments of notes payable (2,857) (2,857)
Net decrease in other borrowings (121,872) (124,311)
Repurchase of common stock —  (32,923)
Cash dividends paid on common stock (18,668) (16,100)
Cash dividends paid on preferred stock (1,875) (2,167)
Other (353) 96 
Net cash provided by (used in) financing activities 695,085  (429,443)
Net increase (decrease) in cash and cash equivalents 30,664  (1,076,885)
Cash and cash equivalents, beginning of period 291,359  2,021,689 
Cash and cash equivalents, end of period $ 322,023  $ 944,804 
Supplemental disclosures of cash flow information:    
Cash paid during the period for:    
Interest $ 74,691  $ 11,873 
Income taxes 21,703  14,889 
Noncash investing and financing transactions:
Right-of-use assets obtained in exchange for lease obligations 3,137  4,178 
Transfer of securities from available-for-sale to held-to-maturity —  116,927 

The accompanying notes are an integral part of these consolidated financial statements.

6

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
 
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies used by Enterprise Financial Services Corp in the preparation of the condensed consolidated financial statements are summarized below:

Business and Consolidation

Enterprise is a financial holding company that provides a full range of banking and wealth management services to individuals and corporate customers primarily located in Arizona, California, Florida, Kansas, Missouri, Nevada, and New Mexico through its banking subsidiary, Enterprise Bank & Trust.

Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2023. These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC.

Basis of Financial Statement Presentation

The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. Except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany accounts and transactions have been eliminated.

In the opinion of management, the consolidated financial statements contain all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the statements of financial position, results of operations, and cash flow for the interim periods.

Recent Accounting Pronouncements

On January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments–Credit Losses (Topic 326); Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 was issued in March 2022 and eliminates the accounting guidance on troubled debt restructurings for creditors in ASC 310-40 and amends the guidance on “vintage disclosures” to require disclosure of current-period gross charge-offs by year of origination. The ASU also updates the requirements related to accounting for credit losses under ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. The adoption of this update did not have a material effect on the Company’s consolidated financial statements.

FASB ASU 2021-01, Reference Rate Reform (Topic 848): Scope (ASU 2021-01). ASU 2021-01 was issued in January 2021 and provides optional expedients and exceptions in ASC 848 to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendment only applies to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments will not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, where an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship.
7

The amendments in this update were effective immediately upon issuance and did not have a material effect on the consolidated financial statements. In December 2022, ASU 2022-06 Reference Rate Reform (Topic 848): Deferral of the Sunset date of Topic 848 was issued, which extends the sunset date from December 31, 2022 to December 31, 2024.

FASB ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. ASU 2022-03 was issued in June 2022 to (1) clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) amend a related illustrative example, and (3) introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company has evaluated the accounting and disclosure requirements of ASU 2022-03 and does not expect them to have a material effect on the consolidated financial statements.

FASB ASU 2023-02, Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. ASU 2023-02 was issued in March 2023 to allow reporting entities to consistently account for equity investments made primarily for the purpose of receiving income tax credits and other income tax benefits. If certain conditions are met, a reporting entity may elect to account for its tax equity investments by using the proportional amortization method regardless of the program from which it receives income tax credits, instead of only low-income-housing tax credit (“LIHTC”) structures. This amendment also eliminates certain LIHTC-specific guidance aligning the accounting with other equity investments in tax credit structures. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is evaluating the accounting and disclosure requirements of ASU 2023-02 and does not expect them to have a material effect on the consolidated financial statements.

NOTE 2 - EARNINGS PER SHARE

Basic earnings per common share data is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method.

The following table presents a summary of per common share data and amounts for the periods indicated.
  Three months ended June 30, Six months ended June 30,
(in thousands, except per share data) 2023 2022 2023 2022
Net income available to common shareholders $ 48,190  $ 44,211  $ 102,990  $ 90,675 
Weighted average common shares outstanding 37,347  37,243  37,326  37,514 
Additional dilutive common stock equivalents 148  39  185  58 
Weighted average diluted common shares outstanding 37,495  37,282  37,511  37,572 
Basic earnings per common share: $ 1.29  $ 1.19  $ 2.76  $ 2.42 
Diluted earnings per common share: 1.29  1.19  $ 2.75  $ 2.41 
For the three and six months ended June 30, 2023, common stock equivalents of approximately 462,000 and 411,000, respectively, were excluded from the earnings per share calculations because their effect would have been anti-dilutive. Comparatively, there were 363,000 and 319,000 common stock equivalents excluded in the prior year periods, respectively.


8

NOTE 3 - INVESTMENTS

The following tables present the amortized cost, gross unrealized gains and losses, allowance for credit losses and fair value of securities available for sale and held to maturity:
 
  June 30, 2023
(in thousands) Amortized Cost Gross
Unrealized Gains		 Gross
Unrealized Losses		 Fair Value
Available-for-sale securities:        
Obligations of U.S. Government-sponsored enterprises $ 300,450  $ 12  $ (27,320) $ 273,142 
Obligations of states and political subdivisions 502,171  39  (79,842) 422,368 
Agency mortgage-backed securities 717,605  144  (67,007) 650,742 
U.S. Treasury bills 201,256  —  (4,605) 196,651 
Corporate debt securities 8,750  —  (1,278) 7,472 
          Total securities available for sale $ 1,730,232  $ 195  $ (180,052) $ 1,550,375 
Held-to-maturity securities:
Obligations of states and political subdivisions $ 546,025  $ 3,168  $ (57,023) $ 492,170 
Agency mortgage-backed securities 54,768  —  (6,232) 48,536 
Corporate debt securities 124,024  189  (11,775) 112,438 
          Total securities held-to-maturity $ 724,817  $ 3,357  $ (75,030) $ 653,144 
Allowance for credit losses (858)
          Total securities held-to-maturity, net $ 723,959 
  December 31, 2022
(in thousands) Amortized Cost Gross
Unrealized Gains		 Gross
Unrealized Losses		 Fair Value
Available-for-sale securities:        
    Obligations of U.S. Government-sponsored enterprises $ 266,090  $ —  $ (28,305) $ 237,785 
    Obligations of states and political subdivisions 507,842  27  (90,425) 417,444 
    Agency mortgage-backed securities 727,931  453  (68,980) 659,404 
U.S. Treasury Bills 213,441  1  (4,908) 208,534 
Corporate debt securities 13,750  —  (1,110) 12,640 
          Total securities available for sale $ 1,729,054  $ 481  $ (193,728) $ 1,535,807 
Held-to-maturity securities:
   Obligations of states and political subdivisions $ 529,012  $ 2,321  $ (65,347) $ 465,986 
   Agency mortgage-backed securities 57,018  —  (6,416) 50,602 
Corporate debt securities 124,620  163  (12,854) 111,929 
          Total securities held to maturity $ 710,650  $ 2,484  $ (84,617) $ 628,517 
Allowance for credit losses (735)
Total securities held-to-maturity, net $ 709,915 

The balance of held-to-maturity securities in the “Amortized Cost” column in the table above includes a cumulative net unamortized unrealized gain of $15.9 million and $17.6 million at June 30, 2023 and December 31, 2022, respectively. Such amounts are amortized over the remaining life of the securities.

At June 30, 2023 and December 31, 2022, there were no holdings of securities of any one issuer in an amount greater than 10% of shareholders’ equity, other than U.S. Government agencies and sponsored enterprises.
9

The agency mortgage-backed securities are all issued by U.S. Government agencies and sponsored enterprises. Securities having a fair value of $1.6 billion and $734.5 million at June 30, 2023 and December 31, 2022, respectively, were pledged as collateral to secure deposits of public institutions and for other purposes as required by law or contract provisions, in addition to collateral securing borrowing bases with the FHLB and the Federal Reserve.

The amortized cost and estimated fair value of debt securities at June 30, 2023, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. The weighted average life of the mortgage-backed securities is approximately five years.
Available for sale Held to maturity
(in thousands) Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value
Due in one year or less $ 103,168  $ 102,696  $ 1,220  $ 1,218 
Due after one year through five years 367,426  340,209  60,531  55,811 
Due after five years through ten years 99,210  88,070  187,374  176,372 
Due after ten years 442,823  368,658  420,924  371,207 
Agency mortgage-backed securities 717,605  650,742  54,768  48,536 
  $ 1,730,232  $ 1,550,375  $ 724,817  $ 653,144 

The following tables presents a summary of available-for-sale investment securities in an unrealized loss position:
  June 30, 2023
Less than 12 months 12 months or more Total
(in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
Obligations of U.S. Government-sponsored enterprises $ 48,444  $ 1,048  $ 221,131  $ 26,272  $ 269,575  $ 27,320 
Obligations of states and political subdivisions 2,324  191  417,374  79,651  419,698  79,842 
Agency mortgage-backed securities 151,797  5,165  473,248  61,842  625,045  67,007 
U.S. Treasury bills 118,732  1,231  77,919  3,374  196,651  4,605 
Corporate debt securities 1,807  193  5,665  1,085  7,472  1,278 
  $ 323,104  $ 7,828  $ 1,195,337  $ 172,224  $ 1,518,441  $ 180,052 
  December 31, 2022
Less than 12 months 12 months or more Total
(in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
Obligations of U.S. Government-sponsored enterprises $ 73,738  $ 6,249  $ 163,047  $ 22,056  $ 236,785  $ 28,305 
Obligations of states and political subdivisions 103,179  13,501  311,634  76,924  414,813  90,425 
Agency mortgage-backed securities 334,431  20,038  281,321  48,942  615,752  68,980 
U.S. Treasury bills 198,688  4,908  —  —  198,688  4,908 
Corporate debt securities 12,640  1,110  —  —  12,640  1,110 
  $ 722,676  $ 45,806  $ 756,002  $ 147,922  $ 1,478,678  $ 193,728 

The unrealized losses at both June 30, 2023 and December 31, 2022 were attributable primarily to changes in market interest rates after the securities were purchased. In 2023, the Company established an allowance for credit losses on available-for-sale investment securities through a provision for credit losses of $5.0 million and subsequently charged-off a $5.0 million investment. The charge-off related to the impairment of a debt security from a bank that failed in 2023.
10

At each of June 30, 2023 and December 31, 2022, the Company had no allowance recorded on available-for-sale securities.

Accrued interest receivable on held-to-maturity debt securities totaled $6.1 million and $5.8 million at June 30, 2023 and December 31, 2022, respectively, and is excluded from the estimate of expected credit losses. The estimate of expected credit losses considers historical credit loss information adjusted for current conditions and reasonable and supportable forecasts. The ACL on held-to-maturity securities was $0.9 million at June 30, 2023 and $0.7 million at December 31, 2022.

The Company sold $28.4 million of available-for-sale securities in January 2023 for a gain of $0.4 million. There were no sales of available-for-sale securities in the three months ended June 30, 2023 nor during the three and six months ended June 30, 2022.

Other Investments

At June 30, 2023 and December 31, 2022, other investments totaled $66.5 million and $63.8 million, respectively. As a member of the FHLB system administered by the Federal Housing Finance Agency, the Bank is required to maintain a minimum investment in capital stock with the FHLB consisting of membership stock and activity-based stock. The FHLB capital stock of $16.0 million at June 30, 2023 and $14.0 million at December 31, 2022 is recorded at cost, which represents redemption value, and is included in other investments in the consolidated balance sheets. The remaining amounts in other investments primarily include investments in Small Business Investment Companies, Community Development Financial Institutions, private equity investments, and the Company’s investment in unconsolidated trusts used to issue trust preferred securities to third parties.

11

NOTE 4 - LOANS

The following table presents a summary of loans by category:
(in thousands) June 30, 2023 December 31, 2022
Commercial and industrial $ 4,360,862  $ 3,859,964 
Real estate:    
Commercial - investor owned 2,465,654  2,357,820 
Commercial - owner occupied 2,336,639  2,270,551 
Construction and land development 671,573  611,565 
Residential 368,867  395,537 
Total real estate loans 5,842,733  5,635,473 
Other 315,214  248,990 
Loans, before unearned loan fees 10,518,809  9,744,427 
Unearned loan fees, net (6,186) (7,289)
Loans, including unearned loan fees $ 10,512,623  $ 9,737,138 

The loan balance at June 30, 2023 and December 31, 2022, includes a net premium on acquired loans of $9.7 million and $11.9 million, respectively. At June 30, 2023 and December 31, 2022, loans of $3.6 billion and $2.8 billion, respectively, were pledged to FHLB and the Federal Reserve Bank.

Accrued interest receivable totaled $45.9 million and $48.1 million at June 30, 2023 and December 31, 2022, respectively, and was reported in “Other Assets” on the consolidated balance sheets.

SBA 7(a) guaranteed loans sold during the six months ended June 30, 2023 totaled $8.8 million, resulting in a gain on sale of $0.5 million. There were no SBA loan sales during three months ended June 30, 2023 or the three and six months ended June 30, 2022.

A summary of the activity in the ACL on loans by category for the three and six months ended June 30, 2023 and 2022 is as follows:
(in thousands) Commercial and industrial CRE - investor owned CRE -
owner occupied		 Construction and land development Residential real estate Other Total
Allowance for credit losses on loans:              
Balance at March 31, 2023 $ 59,149  $ 36,266  $ 22,328  $ 8,889  $ 6,997  $ 4,666  $ 138,295 
Provision (benefit) for credit losses 3,857  (2,420) 299  3,898  618  (255) 5,997 
Charge-offs (3,289) (7) —  —  (421) (251) (3,968)
Recoveries 601  37  73  8  227  49  995 
Balance at June 30, 2023 $ 60,318  $ 33,876  $ 22,700  $ 12,795  $ 7,421  $ 4,209  $ 141,319 

(in thousands) Commercial and industrial CRE - investor owned CRE -
owner occupied		 Construction and land development Residential real estate Other Total
Allowance for credit losses on loans:              
Balance at December 31, 2022 $ 53,835  $ 36,191  $ 22,752  $ 11,444  $ 7,928  $ 4,782  $ 136,932 
Provision (benefit) for credit losses 8,940  (2,198) (141) 1,320  (533) (292) 7,096 
Charge-offs (3,996) (177) —  (9) (523) (443) (5,148)
Recoveries 1,539  60  89  40  549  162  2,439 
Balance at June 30, 2023 $ 60,318  $ 33,876  $ 22,700  $ 12,795  $ 7,421  $ 4,209  $ 141,319 
12

(in thousands) Commercial and industrial CRE - investor owned CRE -
owner occupied		 Construction and land development Residential real estate Other Total
Allowance for credit losses on loans:              
Balance at March 31, 2022 $ 60,975  $ 36,194  $ 17,038  $ 12,983  $ 7,109  $ 4,913  $ 139,212 
Provision (benefit) for credit losses 4,562  (2,680) (1,066) 183  307  (147) 1,159 
Charge-offs (97) (200) (25) —  (418) (88) (828)
Recoveries 206  24  209  14  480  70  1,003 
Balance at June 30, 2022 $ 65,646  $ 33,338  $ 16,156  $ 13,180  $ 7,478  $ 4,748  $ 140,546 
(in thousands) Commercial and industrial CRE - investor owned CRE -
owner occupied		 Construction and land development Residential real estate Other Total
Allowance for credit losses on loans:              
Balance at December 31, 2021 $ 63,825  $ 35,877  $ 17,560  $ 14,536  $ 7,927  $ 5,316  $ 145,041 
Provision (benefit) for credit losses 3,081  (2,559) (1,648) (1,391) (149) (483) (3,149)
Charge-offs (2,256) (200) (205) —  (1,305) (174) (4,140)
Recoveries 996  220  449  35  1,005  89  2,794 
Balance at June 30, 2022 $ 65,646  $ 33,338  $ 16,156  $ 13,180  $ 7,478  $ 4,748  $ 140,546 

The ACL on sponsor finance loans, which is included in the categories above, represented $22.1 million and $16.1 million, respectively, as of June 30, 2023 and December 31, 2022.

The CECL methodology incorporates various economic scenarios. The Company utilizes three forecasts in the model: Moody’s baseline, a stronger near-term growth upside and a moderate recession downside forecast. The Company weights these scenarios at 40%, 30%, and 30%, respectively, which added approximately $14.3 million to the ACL over the baseline model at June 30, 2023. These forecasts incorporate an expectation that the Federal Reserve will continue quantitative tightening and that the terminal range of the federal funds rate will be 5.00% to 5.25% and that the recent bank failures are not an indication of a broader problem in the industry. The Company has also recognized various risks posed by loans in certain segments, including the commercial office sector, by allocating additional reserves to those segments. Some of the key risks to the forecasts that could result in future provision for credit losses are market reactions to the Federal Reserve policy actions that could push the economy into a recession, persistently higher inflation, tightening in the credit markets, and further weakness in the financial system.

In addition to the CECL methodology, the Company incorporates qualitative adjustments into the ACL on loans to capture credit risks inherent within the loan portfolio that are not captured in the discounted cash flow (DCF) model. Included in these risks are 1) changes in lending policies and procedures, 2) actual and expected changes in business and economic conditions, 3) changes in the nature and volume of the portfolio, 4) changes in lending management, 5) changes in volume and the severity of past due loans, 6) changes in the quality of the loan review system, 7) changes in the value of underlying collateral, 8) the existence and effect of concentrations of credit and 9) other factors such as the regulatory, legal and competitive environments and events such as natural disasters and pandemics. At June 30, 2023, the ACL on loans included a qualitative adjustment of approximately $39.7 million. Of this amount, approximately $13.8 million was allocated to sponsor finance loans due to their mostly unsecured nature.

13

The current year-to-date gross charge-offs by loan class and year of origination is presented in the following table:
June 30, 2023
Term Loans by Origination Year
(in thousands) 2022 2021 Prior Revolving Loans Converted to Term Loans Revolving Loans Total
Commercial and industrial $ 3  $ —  $ —  $ —  $ 3,824  $ 3,827 
Real estate:
Commercial - investor owned —  170  7  —  —  177 
Construction and land development —  —  9  —  —  9 
Residential —  —  478  45  —  523 
Other —  129  3  —  —  132 
Total current-period gross charge-offs by risk rating $ 3  $ 299  $ 497  $ 45  $ 3,824  $ 4,668 
Total current-period gross charge-offs by performing status 480 
Total current-period gross charge-offs $ 5,148 
The following tables present the recorded investment in nonperforming loans by category, excluding government guaranteed balances: 
June 30, 2023
(in thousands) Nonaccrual Loans over 90 days past due and still accruing interest Total nonperforming loans Nonaccrual loans with no allowance
Commercial and industrial $ 9,558  $ 687  $ 10,245  $ 4,480 
Real estate:    
    Commercial - investor owned 2,766  —  2,766  — 
    Commercial - owner occupied 1,386  —  1,386  — 
    Construction and land development 742  —  742  742 
    Residential 959  —  959  959 
Other —  14  14  — 
       Total $ 15,411  $ 701  $ 16,112  $ 6,181 

December 31, 2022
(in thousands) Nonaccrual Restructured, accruing Loans over 90 days past due and still accruing interest Total nonperforming loans Nonaccrual loans with no allowance
Commercial and industrial $ 4,373  $ —  $ 70  $ 4,443  $ 1,047 
Real estate:  
    Commercial - investor owned 3,023  —  —  3,023  — 
    Commercial - owner occupied 1,177  —  —  1,177  — 
    Construction and land development 1,192  —  —  1,192  1,192 
    Residential —  73  —  73  — 
Other 1  —  72  73  — 
       Total $ 9,766  $ 73  $ 142  $ 9,981  $ 2,239 

14

The nonperforming loan balances at both June 30, 2023 and December 31, 2022 exclude government guaranteed balances of $6.7 million.

No material interest income was recognized on nonaccrual loans during the three or six months ended June 30, 2023 or 2022.

Collateral-dependent nonperforming loans by class of loan is presented as of the dates indicated:
June 30, 2023
Type of Collateral
(in thousands) Commercial Real Estate Residential Real Estate Blanket Lien
Commercial and industrial $ —  $ —  $ 5,972 
Real estate:
Commercial - investor owned 1,055  774  — 
Commercial - owner occupied 1,386  —  — 
Construction and land development 742 
Residential —  959  — 
Total $ 2,441  $ 2,475  $ 5,972 

December 31, 2022
Type of Collateral
(in thousands) Commercial Real Estate Residential Real Estate Blanket Lien
Commercial and industrial $ —  $ —  $ 1,047 
Real estate:
Commercial - investor owned 2,238  785  — 
Commercial - owner occupied 1,177  —  — 
Construction and land development —  1,192  — 
Residential —  73  — 
Total $ 3,415  $ 2,050  $ 1,047 

The aging of the recorded investment in past due loans by class is presented as of the dates indicated.

June 30, 2023
(in thousands) 30-89 Days
 Past Due		 90 or More
Days
Past Due		 Total
Past Due		 Current Total
Commercial and industrial $ 12,386  $ 3,473  $ 15,859  $ 4,345,003  $ 4,360,862 
Real estate:          
Commercial - investor owned —  1,711  1,711  2,463,943  2,465,654 
Commercial - owner occupied 19,476  4,078  23,554  2,313,085  2,336,639 
Construction and land development —  —  —  671,573  671,573 
Residential 271  959  1,230  367,637  368,867 
Other 27  14  41  315,173  315,214 
Loans, before unearned loan fees $ 32,160  $ 10,235  $ 42,395  $ 10,476,414  $ 10,518,809 
Unearned loan fees, net (6,186)
Total $ 10,512,623 

15

December 31, 2022
(in thousands) 30-89 Days
 Past Due		 90 or More
Days
Past Due		 Total
Past Due		 Current Total
Commercial and industrial $ 555  $ 2,373  $ 2,928  $ 3,857,036  $ 3,859,964 
Real estate:
Commercial - investor owned —  1,135  1,135  2,356,685  2,357,820 
Commercial - owner occupied 8,628  164  8,792  2,261,759  2,270,551 
Construction and land development 9  1,192  1,201  610,364  611,565 
Residential 1,227  —  1,227  394,310  395,537 
Other 18  72  90  248,900  248,990 
Loans, before unearned loan fees $ 10,437  $ 4,936  $ 15,373  $ 9,729,054  $ 9,744,427 
Unearned loan fees, net (7,289)
Total $ 9,737,138 

The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. The Company uses a probability of default/loss given default model to determine the allowance for credit losses.

An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. The effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance.

The most common concession the Company provides to borrowers experiencing financial difficulty is a term extension. In limited circumstances, the Company may modify loans by providing principal forgiveness or an interest rate reduction. When principal forgiveness is provided, the amortized cost basis of the asset is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.

In some cases, the Company will modify a loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as an interest rate reduction or principal forgiveness, may be granted.

The following table shows the recorded investment at the end of the reporting period for loans modified to borrowers experiencing financial difficulty, disaggregated by loan class and type of concession granted:
Term Extension
Three months ended Six months ended
(in thousands) June 30, 2023 Percent of Total Loan Class June 30, 2023 Percent of Total Loan Class
Commercial and industrial $ 6,533  0.15  % $ 27,690  0.63  %
Real estate:
Commercial - owner occupied 95  —  % 95  —  %
Construction and land development 396  0.06  % 1,138  0.17  %
Residential 74  0.02  % 74  0.02  %
Total $ 7,098  $ 28,997 

16

The following table summarizes the financial impacts of loan modifications made to borrowers experiencing financial difficulty:
Weighted Average Term Extension (in months)
Three months ended Six months ended
June 30, 2023 June 30, 2023
Commercial and industrial 5 6
Real estate:
Commercial - owner occupied 3 3
Construction and land development 6 8
Residential 5 5

The following table shows the aging of the recorded investment in modified loans by class:

June 30, 2023
(in thousands) Current 90 or More
Days
Past Due		 Total
Commercial and industrial $ 27,029  $ 661  $ 27,690 
Real estate:      
Commercial - owner occupied 95  —  95 
Construction and land development 1,138  —  1,138 
Residential 74  —  74 
Total $ 28,336  $ 661  $ 28,997 

As of June 30, 2023, commercial and industrial loans totaling $0.7 million experienced a default subsequent to being granted a term extension modification in the prior twelve months. Default is defined as movement to nonperforming status, foreclosure or charge-off.

There were no loans restructured during the three or six months ended June 30, 2022, and no troubled debt restructurings subsequently defaulted during the three or six months ended June 30, 2022.

17

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, payment experience, credit documentation, current economic factors and other factors. This analysis is performed on a quarterly basis. The Company uses the following definitions for risk ratings:
•Grades 1, 2, and 3 – Includes loans to borrowers with a continuous record of strong earnings, sound balance sheet condition and capitalization, ample liquidity with solid cash flow, and whose management team has experience and depth within their industry.
•Grade 4 – Includes loans to borrowers with positive trends in profitability, satisfactory capitalization and balance sheet condition, and sufficient liquidity and cash flow.
•Grade 5 – Includes loans to borrowers that may display fluctuating trends in sales, profitability, capitalization, liquidity, and cash flow.
•Grade 6 – Includes loans to borrowers where an adverse change or perceived weakness has occurred, but may be correctable in the near future. Alternatively, this rating category may include circumstances where the borrower is starting to reverse a negative trend or condition, or has recently been upgraded from a 7, 8, or 9 rating.
•Grade 7 – Special Mention credits are borrowers that experienced financial setback of a nature that is not determined to be severe or influence ‘ongoing concern’ expectations. Although possible, no loss is anticipated at this time, due to strong collateral and/or guarantor support.
•Grade 8 – Substandard credits include those borrowers characterized by significant losses and sustained downward trends in balance sheet condition, liquidity, and cash flow. Repayment reliance may have shifted to secondary sources. Collateral exposure may exist and additional reserves may be warranted.
•Grade 9 – Doubtful credits include borrowers that may show deteriorating trends that are unlikely to be corrected. Collateral values may appear insufficient for full recovery, therefore requiring a partial charge-off, or debt renegotiation with the borrower. The borrower may have declared bankruptcy or bankruptcy is likely in the near term. All doubtful rated credits will be on nonaccrual.

18

The recorded investment by risk category of the loans by class and year of origination is presented in the following tables as of the dates indicated:
June 30, 2023
Term Loans by Origination Year
(in thousands) 2023 2022 2021 2020 2019 Prior Revolving Loans Converted to Term Loans Revolving Loans Total
Commercial and industrial
Pass (1-6) $ 970,780  $ 1,190,136  $ 403,954  $ 279,051  $ 135,720  $ 90,012  $ 14,163  $ 1,052,233  $ 4,136,049 
Special Mention (7) 13,250  19,004  15,944  12,909  852  11,595  353  64,652  138,559 
Classified (8-9) 6,477  9,567  5,415  1,373  23  394  173  30,456  53,878 
Total Commercial and industrial $ 990,507  $ 1,218,707  $ 425,313  $ 293,333  $ 136,595  $ 102,001  $ 14,689  $ 1,147,341  $ 4,328,486 
Commercial real estate-investor owned
Pass (1-6) $ 271,496  $ 618,992  $ 571,395  $ 363,098  $ 205,959  $ 263,606  $ 5,762  $ 52,553  $ 2,352,861 
Special Mention (7) 8,343  25,842  16,774  12,184  10,824  13,125  —  —  87,092 
Classified (8-9) —  1,809  —  462  636  4,506  48  —  7,461 
Total Commercial real estate-investor owned $ 279,839  $ 646,643  $ 588,169  $ 375,744  $ 217,419  $ 281,237  $ 5,810  $ 52,553  $ 2,447,414 
Commercial real estate-owner occupied
Pass (1-6) $ 252,316  $ 514,007  $ 514,350  $ 335,271  $ 198,183  $ 346,366  $ 4,074  $ 27,122  $ 2,191,689 
Special Mention (7) 10,742  10,906  4,072  19,242  6,093  15,582  4,962  2,496  74,095 
Classified (8-9) —  1,643  2,287  5,009  8,811  23,625  95  500  41,970 
Total Commercial real estate-owner occupied $ 263,058  $ 526,556  $ 520,709  $ 359,522  $ 213,087  $ 385,573  $ 9,131  $ 30,118  $ 2,307,754 
Construction real estate
Pass (1-6) $ 204,763  $ 294,359  $ 113,358  $ 46,209  $ 2,524  $ 3,598  $ —  $ 2,359  $ 667,170 
Special Mention (7) —  2,165  —  242  126  247  —  —  2,780 
Classified (8-9) 1,138  —  —  —  13  472  —  —  1,623 
Total Construction real estate $ 205,901  $ 296,524  $ 113,358  $ 46,451  $ 2,663  $ 4,317  $ —  $ 2,359  $ 671,573 
Residential real estate
Pass (1-6) $ 28,768  $ 46,813  $ 54,408  $ 33,718  $ 20,151  $ 88,833  $ 1,472  $ 81,766  $ 355,929 
Special Mention (7) 44  282  —  —  76  1,137  —  7,549  9,088 
Classified (8-9) —  1,077  72  —  49  1,850  74  —  3,122 
Total residential real estate $ 28,812  $ 48,172  $ 54,480  $ 33,718  $ 20,276  $ 91,820  $ 1,546  $ 89,315  $ 368,139 
Other
Pass (1-6) $ 7,650  $ 59,071  $ 87,218  $ 54,644  $ 9,748  $ 23,914  $ —  $ 58,773  $ 301,018 
Special Mention (7) —  —  —  —  —  —  —  —  — 
Classified (8-9) —  —  —  —  —  10  —  1  11 
Total Other $ 7,650  $ 59,071  $ 87,218  $ 54,644  $ 9,748  $ 23,924  $ —  $ 58,774  $ 301,029 
Total loans classified by risk category $ 1,775,767  $ 2,795,673  $ 1,789,247  $ 1,163,412  $ 599,788  $ 888,872  $ 31,176  $ 1,380,460  $ 10,424,395 
Total loans classified by performing status 88,228 
Total loans $ 10,512,623 

19

December 31, 2022
Term Loans by Origination Year
(in thousands) 2022 2021 2020 2019 2018 Prior Revolving Loans Converted to Term Loans Revolving Loans Total
Commercial and industrial
Pass (1-6) $ 1,403,381  $ 635,275  $ 332,740  $ 172,127  $ 62,729  $ 66,152  $ 8,388  $ 964,592  $ 3,645,384 
Special Mention (7) 37,048  10,836  13,858  423  7,995  4,102  —  72,944  147,206 
Classified (8-9) 16,176  4,457  1,627  24  166  183  —  21,349  43,982 
Total Commercial and industrial $ 1,456,605  $ 650,568  $ 348,225  $ 172,574  $ 70,890  $ 70,437  $ 8,388  $ 1,058,885  $ 3,836,572 
Commercial real estate-investor owned
Pass (1-6) $ 667,107  $ 584,644  $ 392,402  $ 240,033  $ 115,530  $ 202,661  $ 1,457  $ 53,051  $ 2,256,885 
Special Mention (7) 18,844  5,751  23,502  11,605  —  13,063  —  —  72,765 
Classified (8-9) 1,823  —  465  953  193  6,092  49  —  9,575 
Total Commercial real estate-investor owned $ 687,774  $ 590,395  $ 416,369  $ 252,591  $ 115,723  $ 221,816  $ 1,506  $ 53,051  $ 2,339,225 
Commercial real estate-owner occupied
Pass (1-6) $ 539,610  $ 555,690  $ 362,150  $ 232,335  $ 123,095  $ 270,613  $ —  $ 57,308  $ 2,140,801 
Special Mention (7) 11,164  3,801  16,856  4,455  13,043  9,009  —  800  59,128 
Classified (8-9) —  1,572  3,483  8,910  15,873  11,387  —  —  41,225 
Total Commercial real estate-owner occupied $ 550,774  $ 561,063  $ 382,489  $ 245,700  $ 152,011  $ 291,009  $ —  $ 58,108  $ 2,241,154 
Construction real estate
Pass (1-6) $ 290,146  $ 232,998  $ 53,129  $ 2,909  $ 2,061  $ 8,480  $ —  $ 1,769  $ 591,492 
Special Mention (7) 17,331  —  681  146  111  106  —  —  18,375 
Classified (8-9) 1,192  —  —  14  471  21  —  —  1,698 
Total Construction real estate $ 308,669  $ 232,998  $ 53,810  $ 3,069  $ 2,643  $ 8,607  $ —  $ 1,769  $ 611,565 
Residential real estate
Pass (1-6) $ 63,317  $ 60,910  $ 48,796  $ 20,943  $ 11,259  $ 88,795  $ 579  $ 96,304  $ 390,903 
Special Mention (7) 331  —  —  79  352  781  —  —  1,543 
Classified (8-9) 121  73  —  53  1,102  994  —  5  2,348 
Total residential real estate $ 63,769  $ 60,983  $ 48,796  $ 21,075  $ 12,713  $ 90,570  $ 579  $ 96,309  $ 394,794 
Other
Pass (1-6) $ 38,753  $ 88,613  $ 56,252  $ 10,556  $ 20,508  $ 10,796  $ —  $ 9,536  $ 235,014 
Special Mention (7) —  —  —  —  —  —  —  —  — 
Classified (8-9) —  —  —  4  3  11  3  4  25 
Total Other $ 38,753  $ 88,613  $ 56,252  $ 10,560  $ 20,511  $ 10,807  $ 3  $ 9,540  $ 235,039 
Total loans classified by risk category $ 3,106,344  $ 2,184,620  $ 1,305,941  $ 705,569  $ 374,491  $ 693,246  $ 10,476  $ 1,277,662  $ 9,658,349 
Total loans classified by performing status 78,789 
Total loans $ 9,737,138 

20

In the tables above, loan originations in 2023 and 2022 with a classification of “special mention” or “classified” primarily represent renewals or modifications initially underwritten and originated in prior years.

For certain loans the Company evaluates credit quality based on the aging status.

The following tables present the recorded investment on loans based on payment activity as of the dates indicated:

June 30, 2023
(in thousands) Performing Non Performing Total
Commercial and industrial $ 32,351  $ 25  $ 32,376 
Real estate:
Commercial - investor owned 18,240  —  18,240 
Commercial - owner occupied 28,885  —  28,885 
Residential 728  —  728 
Other 7,985  14  7,999 
Total $ 88,189  $ 39  $ 88,228 

December 31, 2022
(in thousands) Performing Non Performing Total
Commercial and industrial $ 23,240  $ 70  $ 23,310 
Real estate:
Commercial - investor owned 18,595  —  18,595 
Commercial - owner occupied 29,397  —  29,397 
Residential 743  —  743 
Other 6,672  72  6,744 
Total $ 78,647  $ 142  $ 78,789 

NOTE 5 - COMMITMENTS AND CONTINGENT LIABILITIES

The Company issues financial instruments with off balance sheet risk in the normal course of business. These financial instruments include commitments to extend credit and standby letters of credit. These instruments may involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.

The Company’s extent of involvement and maximum potential exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments.

The Company uses the same credit policies in making commitments and conditional obligations as it does for financial instruments included on its consolidated balance sheets.

The contractual amounts of off-balance-sheet financial instruments are as follows:
(in thousands) June 30, 2023 December 31, 2022
Commitments to extend credit $ 3,042,564  $ 3,113,966 
Letters of credit 104,449  68,544 

21

Off-Balance Sheet Credit Risk

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments usually have fixed expiration dates or other termination clauses, may have significant usage restrictions, and may require payment of a fee. Of the total commitments to extend credit at June 30, 2023 and December 31, 2022, approximately $253.0 million and $246.5 million, respectively, represent fixed rate loan commitments. Since certain of the commitments may expire without being drawn upon or may be revoked, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies, but may include accounts receivable, inventory, premises and equipment, and real estate. Other liabilities includes $10.3 million and $12.1 million for estimated losses attributable to the unadvanced commitments at June 30, 2023 and December 31, 2022, respectively.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance or payment of a customer to a third party. These standby letters of credit are issued to support contractual obligations of the Company’s customers. The credit risk involved in issuing letters of credit is essentially the same as the risk involved in extending loans to customers. As of June 30, 2023, the approximate remaining terms of standby letters of credit range from 1 month to 10 years.

Contingencies

The Company and its subsidiaries are, from time to time, parties to various legal proceedings arising out of their businesses. Management believes there are no such proceedings pending or threatened against the Company or its subsidiaries which, if determined adversely, would have a material adverse effect on the business, consolidated financial condition, results of operations or cash flows of the Company or any of its subsidiaries.

NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings. The Company does not enter into derivative financial instruments for trading purposes.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy.

For hedges of variable-rate loans, interest rate swaps designated as cash flow hedges involve the receipt of fixed amounts and the Company making variable rate payments. In the fourth quarter 2022, the Company executed a cash flow hedge to reduce a portion of variability in cash flows on the Company’s prime based loan portfolio. The interest rate swap has a notional value of $100.0 million, that effectively fixes the interest rate at 6.63% for the notional amount and has a maturity date of January 1, 2028. In January 2023, the Company entered into another hedge on the prime based loan portfolio with a notional value of $50.0 million, that effectively fixes the interest rate at 6.56% for the notional amount and has a maturity date of February 1, 2027.
22


In addition, the Company executed a prime based interest rate collar in the fourth quarter 2022 with a notional amount of $100.0 million. The collar includes a cap of 8.14% and a floor of 5.25%. This transaction, commonly referred to as a zero cost collar, involves the Company selling an interest rate cap where payments will be made when the index exceeds the cap rate, and the purchase of a floor where payments will be received if the index falls below the floor. The collar matures on October 1, 2029.

For hedges of the variable-rate liabilities, interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company has executed a series of cash flow hedges to fix the effective interest rate for payments due on $62.0 million of LIBOR-based junior subordinated debentures to a weighted-average-fixed rate of 2.62%.

Select terms of the hedges are as follows:
(in thousands)
Notional Fixed Rate Maturity Date
$ 15,465  2.60  % March 15, 2024
$ 14,433  2.60  % March 30, 2024
$ 18,558  2.64  % March 15, 2026
$ 13,506  2.64  % March 17, 2026

The gain or loss on derivatives designated and qualified as cash flow hedges of interest rate risk are recorded in accumulated other comprehensive income and subsequently reclassified into interest income or expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income or expense as interest payments are paid on the Company’s variable-rate loans and debt. During the next twelve months, the Company estimates an additional $1.5 million will be reclassified as a decrease to interest expense and $2.9 million will be reclassified as a decrease to interest income.

Non-designated Hedges

Derivatives not designated as hedges are not considered speculative and result from a service the Company provides to certain customers. The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting derivatives the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings as a component of other noninterest income.

23

The table below presents the fair value of the Company’s derivative financial instruments:
Notional Amount  Derivative Assets Derivative Liabilities
(in thousands) June 30,
2023		 December 31, 2022 June 30,
2023		 December 31, 2022 June 30,
2023		 December 31, 2022
Derivatives Designated as Hedging Instruments:
Interest rate swap $ 211,962  $ 161,962  $ 2,305  $ 2,348  $ 2,916  $ 921 
Interest rate collar 100,000  100,000  —  —  449  48 
Total $ 2,305  $ 2,348  $ 3,365  $ 969 
Derivatives not Designated as Hedging Instruments:
Interest rate swap $ 744,102  $ 687,902  $ 20,805  $ 20,610  $ 20,807  $ 20,612 
The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s financial instruments subject to offsetting. The gross amounts of assets or liabilities can be reconciled to the tabular disclosure of fair value. The fair value table above provides the location financial assets and liabilities are presented on the Balance Sheet.
As of June 30, 2023
Gross Amounts Not Offset in the Statement of Financial Position

(in thousands)
 Gross Amounts Recognized Gross Amounts Offset in the Statement of Financial Position Net Amounts of Assets presented in the Statement of Financial Position Financial Instruments Fair Value Collateral Received/ Pledged Net Amount
Assets:
Interest rate swap $ 23,110  $ —  $ 23,110  $ 3,534  $ 19,576  $ — 
Interest rate collar —  —  —  —  —  — 
Liabilities:
Interest rate swap $ 23,723  $ —  $ 23,723  $ 3,534  $ —  $ 20,189 
Interest rate collar 449  —  449  —  —  449 
Securities sold under agreements to repurchase 148,901  —  148,901  —  148,901  — 
As of December 31, 2022
Gross Amounts Not Offset in the Statement of Financial Position

(in thousands)
 Gross Amounts Recognized Gross Amounts Offset in the Statement of Financial Position Net Amounts of Assets presented in the Statement of Financial Position Financial Instruments Fair Value Collateral Received/ Pledged Net Amount
Assets:
Interest rate swap $ 22,958  $ —  $ 22,958  $ —  $ 9,010  $ 13,948 
Liabilities:
Interest rate swap $ 21,533  $ —  $ 21,533  $ —  $ —  $ 21,533 
Interest rate collar 48  —  48  —  —  48 
Securities sold under agreements to repurchase 270,773  —  270,773  —  270,773  — 

24

As of June 30, 2023, the fair value of derivatives in a net liability position was $21.3 million, which includes accrued interest but excludes any adjustment for nonperformance risk. The Company has minimum collateral posting thresholds with certain of its derivative counterparties and posts collateral related to derivatives in a net liability position. Furthermore, the Company has received cash collateral from derivative counterparties on contracts in a net asset position as noted in the tables above.

NOTE 7 - FAIR VALUE MEASUREMENTS

The following table summarizes financial instruments measured at fair value on a recurring basis segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
 
  June 30, 2023
(in thousands) Quoted Prices in
Active Markets
for Identical Assets
(Level 1)		 Significant
Other
Observable Inputs
(Level 2)		 Significant
Unobservable
Inputs
(Level 3)		 Total Fair
Value
Assets        
Securities available for sale        
Obligations of U.S. Government-sponsored enterprises $ —  $ 273,142  $ —  $ 273,142 
Obligations of states and political subdivisions —  422,368  —  422,368 
Agency mortgage-backed securities —  650,742  —  650,742 
U.S. Treasury bills —  196,651  —  196,651 
Corporate debt securities —  7,472  —  7,472 
Total securities available for sale —  1,550,375  —  1,550,375 
Other investments —  2,772  —  2,772 
Derivatives —  23,110  —  23,110 
Total assets $ —  $ 1,576,257  $ —  $ 1,576,257 
Liabilities        
Derivatives $ —  $ 24,172  $ —  $ 24,172 
Total liabilities $ —  $ 24,172  $ —  $ 24,172 

December 31, 2022
(in thousands) Quoted Prices in
Active Markets
for Identical Assets
(Level 1)		 Significant
Other
Observable Inputs
(Level 2)		 Significant
Unobservable
Inputs
(Level 3)		 Total Fair
Value
Assets        
Securities available for sale        
Obligations of U.S. Government-sponsored enterprises $ —  $ 237,785  $ —  $ 237,785 
Obligations of states and political subdivisions —  417,444  —  417,444 
Residential mortgage-backed securities —  659,404  —  659,404 
U.S. Treasury bills —  208,534  —  208,534 
Corporate debt securities —  12,640  —  12,640 
Total securities available-for-sale —  1,535,807  —  1,535,807 
Other investments —  2,667  —  2,667 
Derivative financial instruments —  22,958  —  22,958 
Total assets $ —  $ 1,561,432  $ —  $ 1,561,432 
Liabilities        
Derivatives $ —  $ 21,581  $ —  $ 21,581 
Total liabilities $ —  $ 21,581  $ —  $ 21,581 
25


From time to time, the Company measures certain assets at fair value on a nonrecurring basis. These include assets measured at the lower of cost or fair value that were recognized at fair value below cost at the end of the period. The amounts reported in the following tables include balances measured at fair value during the reporting period and still held as of the reporting date.
June 30, 2023
(in thousands) Total Fair Value Quoted Prices in Active
Markets for
Identical
Assets
(Level 1)		 Significant
Other
Observable
Inputs
(Level 2)		 Significant
Unobservable
Inputs
(Level 3)		 Total losses for the three and six
months ended June 30, 2023
Nonaccrual loans $ 3,624  $ —  $ —  $ 3,624  $ 3,254 
December 31, 2022
(in thousands) Total Fair Value Quoted Prices in Active
Markets for
Identical
Assets
(Level 1)		 Significant
Other
Observable
Inputs
(Level 2)		 Significant
Unobservable
Inputs
(Level 3)
Other real estate 269  —  —  269 
Loan servicing asset 1,027  1,027  — 
Total $ 1,296  $ —  $ 1,027  $ 269 

Following is a summary of the carrying amounts and fair values of certain financial instruments:
  June 30, 2023 December 31, 2022
(in thousands) Carrying Amount Estimated fair value Level Carrying Amount Estimated fair value Level
Balance sheet assets        
Securities held-to-maturity, net $ 723,959  $ 653,144  Level 2 $ 709,915  $ 628,517  Level 2
Other investments 63,715  63,715  Level 2 61,123  61,123  Level 2
Loans held for sale 551  551  Level 2 1,228  1,228  Level 2
Loans, net 10,371,304  $ 10,120,441  Level 3 9,600,206  9,328,844  Level 3
State tax credits, held for sale 26,765  28,337  Level 3 27,700  28,880  Level 3
Servicing asset 2,829  3,920  Level 2 3,648  3,905  Level 2
Balance sheet liabilities        
Certificates of deposit $ 1,532,104  $ 1,503,334  Level 3 $ 530,708  $ 512,229  Level 3
Subordinated debentures and notes 155,706  153,490  Level 2 155,433  152,679  Level 2
FHLB advances 150,000  150,000  Level 2 100,000  100,004  Level 2
Other borrowings 199,390  175,201  Level 2 324,119  324,119  Level 2

For information regarding the methods and assumptions used to estimate the fair value of each class of financial instruments refer to Note 19 – Fair Value Measurements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC.
26

NOTE 8 - SHAREHOLDERS’ EQUITY

Shareholders’ Equity

Accumulated Other Comprehensive Income (Loss)

The following tables present the changes in accumulated other comprehensive income after-tax by component:
Three months ended
(in thousands) Net Unrealized Gain (Loss) on Available-for-Sale Securities Unamortized Gain (Loss) on Held-to-Maturity Securities Net Unrealized Gain (Loss) on Cash Flow Hedges Total
Balance, March 31, 2023 $ (120,856) $ 12,547  $ 2,334  $ (105,975)
Net change $ (13,677) $ (686) $ (3,127) $ (17,490)
Balance, June 30, 2023 $ (134,533) $ 11,861  $ (793) $ (123,465)
Balance, March 31, 2022 $ (74,279) $ 15,177  $ (158) $ (59,260)
Net change $ (49,242) $ (701) $ 722  $ (49,221)
Balance, June 30, 2022 $ (123,521) $ 14,476  $ 564  $ (108,481)
Six months ended
(in thousands) Net Unrealized Gain (Loss) on Available-for-Sale Debt Securities Unamortized Gain (Loss) on Held-to-Maturity Securities Net Unrealized Gain (Loss) on Cash Flow Hedges Total
Balance, December 31, 2022 $ (144,549) $ 13,185  $ 1,032  $ (130,332)
Net change 10,016  (1,324) (1,825) 6,867 
Balance, June 30, 2023 $ (134,533) $ 11,861  $ (793) $ (123,465)
Balance, December 31, 2021 $ 5,271  $ 15,684  $ (2,178) $ 18,777 
Net change $ (128,595) $ (1,405) $ 2,742  $ (127,258)
Transfer from available-for-sale to held-to-maturity $ (197) $ 197  $ —  $ — 
Balance, June 30, 2022 $ (123,521) $ 14,476  $ 564  $ (108,481)
27

The following tables present the pre-tax and after-tax changes in the components of other comprehensive income:
Three months ended June 30,
2023 2022
(in thousands) Pre-tax Tax effect After-tax Pre-tax Tax effect After-tax
Change in unrealized loss on available-for-sale securities $ (18,285) $ (4,608) $ (13,677) $ (65,832) $ (16,590) $ (49,242)
Reclassification of gain on held-to-maturity securities(a)
 (918) (232) (686) (937) (236) (701)
Change in unrealized gain (loss) on cash flow hedges (4,463) (1,125) (3,338) 715  180  535 
Reclassification of loss on cash flow hedges(b)
 282  71  211  250  63  187 
Total other comprehensive loss $ (23,384) $ (5,894) $ (17,490) $ (65,804) $ (16,583) $ (49,221)
Six months ended June 30,
2023 2022
(in thousands) Pre-tax Tax effect After-tax Pre-tax Tax effect After-tax
Change in unrealized gain (loss) on available-for-sale securities $ 13,771  $ 3,470  $ 10,301  $ (171,918) $ (43,323) $ (128,595)
Reclassification of gain on sale of available-for-sale securities(a)
 (381) (96) (285) —  —  — 
Reclassification of gain on held-to-maturity securities(a)
 (1,770) (446) (1,324) (1,879) (474) (1,405)
Change in unrealized gain (loss) on cash flow hedges (2,758) (695) (2,063) 3,056  770  2,286 
Reclassification of loss on cash flow hedges(b)
 318  80  238  609  153  456 
Total other comprehensive income (loss) $ 9,180  $ 2,313  $ 6,867  $ (170,132) $ (42,874) $ (127,258)
(a)The pre-tax amount is reported in noninterest income/expense in the Consolidated Statements of Operations
(b)The pre-tax amount is reported in interest income/expense in the Consolidated Statements of Income.





28

NOTE 9 - SUPPLEMENTAL FINANCIAL INFORMATION

The following table presents miscellaneous income and other expense components that primarily exceed one percent of the aggregate of total interest income and other income in one or more of the periods indicated:

Three months ended June 30, Six months ended June 30,
(in thousands) 2023 2022 2023 2022
Other income:
Bank-owned life insurance $ 797  $ 748  $ 1,588  $ 1,782 
Community development fees 2,077  193  $ 2,672  $ 2,359 
Other income 2,202  1,271  6,919  4,279 
Total other noninterest income $ 5,076  $ 2,212  $ 11,179  $ 8,420 
Other expense:
Amortization of intangibles $ 1,136  $ 1,328  $ 2,375  $ 2,758 
Banking expense 2,292  1,911  4,140  3,412 
Deposit costs 16,980  5,905  29,700  10,165 
FDIC and other insurance 2,620  1,623  5,192  3,478 
Loan, legal expenses 1,886  2,502  3,790  4,235 
Outside services 1,612  1,366  3,157  2,628 
Other expense 8,608  5,799  15,858  11,708 
Total other noninterest expense $ 35,134  $ 20,434  $ 64,212  $ 38,384 

29

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

Forward Looking Statements

This Quarterly Report on Form 10-Q contains information and statements that are considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company, and include, without limitation, statements about the Company’s plans, strategies, goals, objectives, expectations, or consequences of statements about the future performance, operations, products and services of the Company and its subsidiaries, as well as statements about the Company’s expectations regarding revenue and asset growth, financial performance and profitability, loan and deposit growth, yields and returns, loan diversification and credit management, products and services, shareholder value creation and the impact of acquisitions. Forward-looking statements are typically identified with the use of terms such as “may,” “might,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “could,” “continue,” “intend,” and the negative and other variations of these terms and similar words and expressions, although some forward-looking statements may be expressed differently. Forward-looking statements are inherently subject to risks and uncertainties and 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.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those in the forward-looking statements include the following, without limitation: our ability to efficiently integrate acquisitions into our operations, retain the customers of these businesses and grow the acquired operations; credit risk; changes in the appraised valuation of real estate securing impaired loans; our ability to recover our investment in loans; fluctuations in the fair value of collateral underlying loans; outcomes of litigation and other contingencies; exposure to general and local economic and market conditions, including risk of recession, high unemployment rates, higher inflation and its impacts (including U.S. federal government measures to address higher inflation), U.S. fiscal debt, budget and tax matters, and any slowdown in global economic growth; risks associated with rapid increases or decreases in prevailing interest rates; changes in business prospects that could impact goodwill estimates and assumptions; consolidation within the banking industry; competition from banks and other financial institutions; the ability to attract and retain relationship officers and other key personnel; burdens imposed by federal and state regulation; changes in legislative or regulatory requirements, as well as current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses, including rules and regulations relating to bank products and financial services; changes in accounting policies and practices or accounting standards; changes in the method of determining LIBOR and the phase-out of LIBOR; natural disasters; terrorist activities, war and geopolitical matters (including the war in Ukraine and the imposition of additional sanctions and export controls in connection therewith), or pandemics, including the COVID-19 pandemic, and their effects on economic and business environments in which we operate, including the ongoing disruption to the financial market and other economic activity caused by the COVID-19 pandemic; and other risks discussed under the caption “Risk Factors” under Part I, Item 1A of our 2022 Annual Report on Form 10-K, and other reports filed with the SEC, all of which could cause the Company’s actual results to differ from those set forth in the forward-looking statements. The Company cautions that the preceding list is not exhaustive of all possible risk factors and other factors could also adversely affect the Company’s results.

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 SEC which are available on our website at www.enterprisebank.com under “Investor Relations.”

30

Introduction

The following discussion describes the significant changes to the financial condition of the Company that have occurred during the first six months of 2023 compared to the financial condition as of December 31, 2022. In addition, this discussion summarizes the significant factors affecting the results of operations of the Company for the three months ended June 30, 2023, compared to the linked first quarter of 2023 (“linked quarter”) and the results of operations, liquidity and cash flows for the six months ended June 30, 2023 compared to the same period in 2022 (“prior year quarter”). In light of the nature of the Company’s business, which is not seasonal, the Company’s management believes that the comparison to the linked quarter is the most relevant to understand the financial results from management’s perspective. For purposes of the Quarterly Report on Form 10-Q, the Company is presenting a comparison to the corresponding year-to-date period in 2022. This discussion should be read in conjunction with the accompanying condensed consolidated financial statements included in this report and our Annual Report on Form 10-K for the year ended December 31, 2022.

Critical Accounting Policies and Estimates

The Company’s critical accounting policies are considered important to the understanding of the Company’s financial condition and results of operations. These accounting policies require management’s most difficult, subjective and complex judgments about matters that are inherently uncertain. Because these estimates and judgments are based on current circumstances, they may change over time or prove to be inaccurate based on actual experience. If different assumptions or conditions were to prevail, and depending upon the severity of such changes, the possibility of a materially different financial condition and/or results of operations could reasonably be expected.

A full description of our critical accounting policies and the impact and any associated risks related to those policies on our business operations are discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” where such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The Company has prepared the consolidated financial information in this report in accordance with GAAP. The Company makes estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates include the valuation of loans, goodwill, intangible assets, and other long-lived assets, along with assumptions used in the calculation of income taxes, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using loss experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in estimates resulting from continuing changes in the economic environment will be reflected in the financial statement in future periods. There can be no assurances that actual results will not differ from those estimates.


31

Allowance for Credit Losses

Utilizing the CECL methodology, the Company maintains separate allowances for funded loans, unfunded loans, and held-to-maturity securities, collectively the ACL. The ACL is a valuation account to adjust the cost basis to the amount expected to be collected, based on management’s estimate of experience, current conditions, and reasonable and supportable forecasts. For purposes of determining the allowance for funded and unfunded loans, the portfolios are segregated into pools that share similar risk characteristics and are then further segregated by credit grades. Loans that do not share similar risk characteristics are evaluated on an individual basis and are not included in the collective evaluation. The Company estimates the amount of the allowance based on loan loss experience, adjusted for current and forecasted economic conditions, including unemployment, changes in GDP, and commercial and residential real estate prices. The Company’s forecast of economic conditions uses internal and external information and considers a weighted average of a baseline, upside, and downside scenarios. Because economic conditions can change and are difficult to predict, the anticipated amount of estimated loan defaults and losses, and therefore the adequacy of the allowance, could change significantly and have a direct impact on the Company’s credit costs. The Company’s allowance for credit losses on loans was $141.3 million at June 30, 2023 based on the weighting of the different economic scenarios. As a hypothetical example, if the Company had only used the upside scenario, the allowance would have decreased $28.9 million. Conversely, the allowance would have increased $47.9 million using only the downside scenario.


32

Executive Summary

Below are highlights of the Company’s financial performance for the periods indicated.

(in thousands, except per share data) Three months ended Six months ended
June 30,
2023		 March 31,
2023		 June 30,
2022		 June 30,
2023		 June 30,
2022
EARNINGS
Total interest income $ 187,897  $ 169,033  $ 116,069  $ 356,930  $ 222,650 
Total interest expense 47,205  29,504  6,456  76,709  11,872 
Net interest income 140,692  139,529  109,613  280,221  210,778 
Provision (benefit) for credit losses 6,339  4,183  658  10,522  (3,410)
Net interest income after provision (benefit) for credit losses 134,353  135,346  108,955  269,699  214,188 
Total noninterest income 14,290  16,898  14,194  31,188  32,835 
Total noninterest expense 85,956  80,983  65,424  166,939  128,224 
Income before income tax expense 62,687  71,261  57,725  133,948  118,799 
Income tax expense 13,560  15,523  12,576  29,083  25,957 
Net income $ 49,127  $ 55,738  $ 45,149  $ 104,865  $ 92,842 
Preferred stock dividends 937  938  938  1,875  2,167 
Net income available to common shareholders $ 48,190  $ 54,800  $ 44,211  $ 102,990  $ 90,675 
Basic earnings per share $ 1.29  $ 1.47  $ 1.19  $ 2.76  $ 2.42 
Diluted earnings per share $ 1.29  $ 1.46  $ 1.19  $ 2.75  $ 2.41 
Return on average assets 1.44  % 1.72  % 1.34  % 1.58  % 1.38  %
Return on average common equity 12.48  % 14.85  % 12.65  % 13.64  % 12.76  %
Return on average tangible common equity1
 16.53  % 19.93  % 17.44  % 18.18  % 17.46  %
Net interest margin (tax equivalent) 4.49  % 4.71  % 3.55  % 4.60  % 3.41  %
Efficiency ratio 55.46  % 51.77  % 52.84  % 53.61  % 52.63  %
Core efficiency ratio1
 54.04  % 50.47  % 51.03  % 52.25  % 50.82  %
Book value per common share $ 41.39  $ 40.76  $ 36.97 
Tangible book value per common share1
 $ 31.23  $ 30.55  $ 26.63 
ASSET QUALITY
Net charge-offs (recoveries) $ 2,973  $ (264) $ (175) $ 2,709  $ 1,346 
Nonperforming loans 16,112  11,972  19,560 
Classified assets 108,065  110,384  96,801 
Nonperforming loans to total loans 0.15  % 0.12  % 0.21  %
Nonperforming assets to total assets 0.12  % 0.09  % 0.16  %
ACL on loans to total loans 1.34  % 1.38  % 1.52  %
Net charge-offs (recoveries) to average loans (annualized) 0.12  % (0.01) % (0.01) % 0.05  % 0.03  %
1 A non-GAAP measure. A reconciliation has been included in this section under the caption “Use of Non-GAAP Financial Measures.” Financial results and other notable items include:

33


•PPNR1 of $68.9 million for the second quarter 2023 and $143.9 million for the six months ended June 30, 2023, decreased $6.0 million and increased $28.4 million, from the linked quarter and prior year-to-date period, respectively. The decrease from the linked quarter was primarily due to a decrease in noninterest income and an increase in noninterest expense. The increase from the prior year-to-date period was primarily due to an increase in net interest income, partially offset by an increase in noninterest expense.

1 PPNR is a non-GAAP measure. Refer to discussion and reconciliation of these measures in the accompanying financial tables.

•Net interest income of $140.7 million for the second quarter 2023 and $280.2 million for the six months ended June 30, 2023, increased $1.2 million and $69.4 million from the linked and prior year-to-date period, respectively. The NIM was 4.49% for the second quarter 2023 and 4.60% for the six months ended June 30, 2023, compared to 4.71% and 3.41% for the linked and prior year-to-date period, respectively. Net interest income benefited from higher average loan and investment balances and expanding yields on earning assets, partially offset by higher deposit interest expense. NIM decreased 22 basis points from the linked quarter, primarily due to an increase in deposit interest expense. NIM increased 119 basis points from the prior year-to-date period, primarily due to an increase in market interest rates and organic growth in earning assets.

•Noninterest income of $14.3 million for the second quarter 2023 and $31.2 million for the six months ended June 30, 2023, decreased $2.6 million and $1.6 million from the linked quarter and prior year-to-date period, respectively. The decline from the linked quarter was primarily due to decreases in tax credit income and gains on the sale of investment securities and SBA loans. The decline from the prior year-to-date period was primarily due to a decrease in card services revenue and tax credit income, partially offset by an increase in other income. The Durbin Amendment cap on debit card income has decreased card services revenue since July 1, 2022.

•Noninterest expense of $86.0 million for the second quarter 2023 and $166.9 million for the six months ended June 30, 2023, increased $5.0 million and $38.7 million from the linked quarter and prior year-to-date period, respectively. The increase from the linked quarter was primarily due to an increase in variable deposit costs and operational losses. The increase from the prior year-to-date period was due to deposit costs, employee compensation and benefits due to merit increases and headcount, and other expense primarily due to FDIC assessments and operational losses.

Balance sheet highlights:

•Loans – Total loans increased $775.5 million, or 8.0%, to $10.5 billion at June 30, 2023, compared to $9.7 billion at December 31, 2022. Average loans totaled $10.3 billion for the six months ended June 30, 2023 compared to $9.1 billion for the six months ended June 30, 2022.

•Deposits – Total deposits increased $790.7 million, to $11.6 billion at June 30, 2023 from $10.8 billion at December 31, 2022. Total estimated insured deposits, which includes collateralized deposits, reciprocal deposits and accounts that qualify for pass through insurance, totaled $8.3 billion at June 30, 2023, compared to $4.9 billion at December 31, 2022. Average deposits totaled $11.2 billion for the six months ended June 30, 2023, compared to $11.5 billion for the six months ended June 30, 2022. Noninterest deposit accounts represented 33.4% of total deposits and the loan to deposit ratio was 90.5% at June 30, 2023.

•Asset quality – The allowance for credit losses on loans to total loans was 1.34% at June 30, 2023, compared to 1.41% at December 31, 2022. Nonperforming assets to total assets was 0.12% at June 30, 2023 compared to 0.08% at December 31, 2022. A provision for credit losses of $6.3 million and $10.5 million was recorded in the second quarter of 2023 and the six months ended June 30, 2023, respectively. This compares to $4.2 million in the linked quarter and a benefit of $3.4 million in the comparable prior year period.

34

•Shareholders’ equity – Total shareholders’ equity was $1.62 billion at June 30, 2023, compared to $1.52 billion at December 31, 2022, and the tangible common equity to tangible assets ratio2 was 8.65% at June 30, 2023 compared to 8.43% at December 31, 2022. The Company and the Bank’s regulatory capital ratios exceeded the “well-capitalized” level at June 30, 2023.

The Company’s Board of Directors approved a quarterly dividend of $0.25 per common share, payable on September 29, 2023 to shareholders of record as of September 15, 2023. The Board of Directors also declared a cash dividend of $12.50 per share of Series A Preferred Stock (or $0.3125 per depositary share) representing a 5% per annum rate for the period commencing (and including) June 15, 2023 to (but excluding) September 15, 2023. The dividend will be payable on September 15, 2023 to shareholders of record on August 31, 2023.

2 Tangible common equity to tangible assets ratio is a non-GAAP measure. Refer to discussion and reconciliation of these measures in the accompanying financial tables.

35

RESULTS OF OPERATIONS
Net Interest Income and Net Interest Margin
Average Balance Sheet
The following tables present, 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 June 30, Three months ended March 31, Three months ended June 30,
  2023 2023 2022
(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:            
Total loans1, 2
 $ 10,284,873  $ 170,314  6.64  % $ 9,795,045  $ 152,762  6.33  % $ 9,109,131  $ 102,328  4.51  %
Taxable securities 1,328,891  9,984  3.01  1,322,978  9,635  2.95  1,209,498  6,894  2.29 
Non-taxable securities2
 969,104  7,566  3.13  965,473  7,482  3.14  858,621  6,050  2.83 
Total securities 2,297,995  17,550  3.06  2,288,451  17,117  3.03  2,068,119  12,944  2.51 
Interest-earning deposits 173,785  2,095  4.84  106,254  1,195  4.56  1,401,961  2,496  0.71 
Total interest-earning assets 12,756,653  189,959  5.97  12,189,750  171,074  5.69  12,579,211  117,768  3.76 
Noninterest-earning assets 915,332      941,445      949,263 
 Total assets $ 13,671,985      $ 13,131,195      $ 13,528,474 
Liabilities and Shareholders' Equity            
Interest-bearing liabilities:            
Interest-bearing demand accounts $ 2,509,805  $ 10,120  1.62  % $ 2,201,910  $ 5,907  1.09  % $ 2,329,431  $ 659  0.11  %
Money market accounts 2,920,079  20,499  2.82  2,826,836  15,471  2.22  2,767,595  2,270  0.33 
Savings accounts 686,973  227  0.13  732,256  230  0.13  854,860  70  0.03 
Certificates of deposit 1,219,500  10,526  3.46  670,521  3,053  1.85  591,091  851  0.58 
Total interest-bearing deposits 7,336,357  41,372  2.26  6,431,523  24,661  1.56  6,542,977  3,850  0.24 
Subordinated debentures and notes 155,632  2,431  6.27  155,497  2,409  6.28  155,092  2,257  5.84 
FHLB advances 98,912  1,279  5.19  110,928  1,332  4.87  50,000  197  1.58 
Securities sold under agreements to repurchase 162,606  704  1.74  215,604  749  1.41  202,537  41  0.08 
Other borrowings 133,770  1,419  4.25  53,885  353  2.66  21,413  111  2.08 
Total interest-bearing liabilities 7,887,277  47,205  2.40  6,967,437  29,504  1.72  6,972,019  6,456  0.37 
Noninterest bearing liabilities:            
Demand deposits 4,051,456      4,481,966      4,987,455 
Other liabilities 111,915      113,341      94,733 
Total liabilities 12,050,648      11,562,744      12,054,207 
Shareholders' equity 1,621,337      1,568,451      1,474,267 
Total liabilities & shareholders' equity $ 13,671,985      $ 13,131,195      $ 13,528,474 
Net interest income   $ 142,754      $ 141,570  $ 111,312 
Net interest spread     3.57  %   3.97  % 3.39  %
Net interest margin     4.49  %   4.71  % 3.55  %
1 Average balances include nonaccrual loans. Interest income includes loan fees of $3.7 million, $3.7 million, and $4.2 million for the three months ended June 30, 2023, March 31, 2023, and June 30, 2022, respectively.
2 Non-taxable income is presented on a fully tax-equivalent basis using a 25.2% tax rate. The tax-equivalent adjustments were $2.1 million, $2.0 million, and $1.7 million for the three months ended June 30, 2023, March 31, 2023, and June 30, 2022, respectively.


36

  Six months ended June 30,
  2023 2022
(in thousands) Average Balance Interest
Income/Expense		 Average
Yield/
Rate		 Average Balance Interest
Income/Expense		 Average
Yield/
Rate
Assets            
Interest-earning assets:            
Total loans1, 2
 $ 10,041,312  $ 323,076  6.49  % $ 9,057,788  $ 198,629  4.42  %
Taxable securities 1,325,951  19,619  2.98  1,180,780  12,593  2.15 
Non-taxable securities2
 967,298  15,048  3.14  815,662  11,320  2.80 
Total securities 2,293,249  34,667  3.05  1,996,442  23,913  2.42 
Interest-earning deposits 140,206  3,290  4.73  1,590,569  3,313  0.42 
Total interest-earning assets 12,474,767  361,033  5.84  12,644,799  225,855  3.60 
Noninterest-earning assets 928,317      926,203     
 Total assets $ 13,403,084      $ 13,571,002     
Liabilities and Shareholders' Equity            
Interest-bearing liabilities:            
Interest-bearing demand accounts $ 2,356,708  $ 16,027  1.37  % $ 2,416,889  $ 1,194  0.10  %
Money market accounts 2,873,715  35,970  2.52  2,819,659  3,730  0.27 
Savings accounts 709,490  457  0.13  836,249  137  0.03 
Certificates of deposit 946,527  13,579  2.89  599,067  1,648  0.55 
Total interest-bearing deposits 6,886,440  66,033  1.93  6,671,864  6,709  0.20 
Subordinated debentures and notes 155,565  4,840  6.27  155,026  4,477  5.82 
FHLB advances 104,887  2,611  5.02  50,000  392  1.58 
Securities sold under agreements to repurchase 188,958  1,453  1.55  232,229  101  0.09 
Other borrowings 94,048  1,772  3.80  22,123  193  1.76 
Total interest-bearing liabilities 7,429,898  76,709  2.08  7,131,242  11,872  0.34 
Noninterest bearing liabilities:            
Demand deposits 4,265,521      4,840,558     
Other liabilities 112,625      94,129     
Total liabilities 11,808,044      12,065,929     
Shareholders' equity 1,595,040      1,505,073     
Total liabilities & shareholders' equity $ 13,403,084      $ 13,571,002     
Net interest income   $ 284,324      $ 213,983 
Net interest spread     3.76  %     3.26  %
Net interest margin     4.60  %   3.41  %
1 Average balances include nonaccrual loans. Interest income includes loan fees of $7.4 million and $9.3 million for the six months ended June 30, 2023 and 2022, respectively.
2 Non-taxable income is presented on a fully tax-equivalent basis using a 25.2% tax rate. The tax-equivalent adjustments were $4.1 million and $3.2 million for the six months ended June 30, 2023 and 2022, respectively.



37

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.
Three months ended June 30, 2023 Six months ended June 30, 2023
compared to compared to
  Three months ended March 31, 2023 Six months ended June 30, 2022
Increase (decrease) due to Increase (decrease) due to
(in thousands) Volume(1) Rate(2) Net Volume(1) Rate(2) Net
Interest earned on:      
Loans(3) $ 8,758  $ 8,794  $ 17,552  23,504  100,943  124,447 
Taxable securities 62  287  349  1,693  5,333  7,026 
Non-taxable securities(3) 71  13  84  2,258  1,470  3,728 
Interest-earning deposits 821  79  900  (5,551) 5,528  (23)
Total interest-earning assets $ 9,712  $ 9,173  $ 18,885  $ 21,904  $ 113,274  $ 135,178 
Interest paid on:      
Interest-bearing demand accounts $ 941  $ 3,272  $ 4,213  $ (31) $ 14,864  $ 14,833 
Money market accounts 547  4,481  5,028  73  32,167  32,240 
Savings accounts (3) —  (3) (24) 344  320 
Certificates of deposit 3,623  3,850  7,473  1,443  10,488  11,931 
Subordinated debentures and notes 10  12  22  16  347  363 
FHLB advances (143) 90  (53) 744  1,475  2,219 
Securities sold under agreements to repurchase (204) 159  (45) (23) 1,375  1,352 
Other borrowings 759  307  1,066  1,163  416  1,579 
Total interest-bearing liabilities 5,530  12,171  17,701  3,361  61,476  64,837 
Net interest income $ 4,182  $ (2,998) $ 1,184  $ 18,543  $ 51,798  $ 70,341 
(1) Change in volume multiplied by yield/rate of prior period.
(2) Change in yield/rate multiplied by volume of prior period.
(3) Nontaxable income is presented on a tax equivalent basis.
NOTE: The change in interest due to both rate and volume has been allocated to rate and volume changes in proportion to the relationship of the absolute dollar amounts of the change in each.

Net interest income (on a tax equivalent basis) of $142.8 million for the quarter ended June 30, 2023 and $284.3 million for the six months ended June 30, 2023, increased $1.2 million and $70.3 million, from the linked quarter and prior year-to-date period respectively. The increase from the linked quarter and the prior year-to-date period reflects the benefit of higher market interest rates on the Company’s asset sensitive balance sheet combined with organic growth. The effective federal funds rate for the second quarter 2023 was 4.99%, an increase of 47 basis points, compared to the linked quarter. The effective federal funds rate for the first six months of 2023 was 4.76%, an increase of 431 basis points, compared to first six months of 2022.

Compared to the linked quarter, interest income increased $18.9 million, primarily due to a $17.6 million increase in loan interest income from continued loan growth and higher loan yields. Interest on securities and interest-earning cash balances increased $1.3 million from the linked quarter, primarily due to an increase in on-balance sheet liquidity and an increase in average investments. On-balance sheet liquidity increased as the Company maintained a higher level of cash due to the uncertainty surrounding the Federal government’s debt ceiling. Interest on loans benefited from a 31 basis point increase in yield and a $490.0 million increase in average loans compared to the linked quarter. The average interest rate of new loan originations in the second quarter 2023 was 7.60%.

Year-to-date, interest income increased $134.3 million over the prior year period due to a $124.5 million increase in loan interest and a $9.8 million increase in interest on securities and interest earning cash. Loan yields in the first six months of 2023 increased 207 basis points to 6.49%, compared to 4.42% in the prior year period.
38

Average loans increased $983.5 million, or 10.9% over the prior year period. Average securities increased $296.8 million, or 14.9% over the prior year period.

Compared to the linked quarter, interest expense increased $17.7 million primarily due to a $16.7 million increase in deposit interest expense and a $1.0 million increase in interest expense on other borrowings. The increase in interest expense reflects a shift in the deposit mix from demand deposits and interest-bearing demand deposits to money market accounts and certificates of deposit, as well as higher rates paid on deposits. The average cost of interest-bearing deposits was 2.26%, an increase of 70 basis points over the linked quarter. The increase was primarily due to higher rates paid on certificates of deposit and commercial money market accounts, which increased 161 basis points and 60 basis points, respectively, in addition to a higher average certificate of deposit balance. The increase in interest expense on other borrowings was primarily from higher average borrowings to increase on-balance-sheet liquidity due to the uncertain impact of the Federal government debt ceiling debate.

Year-to-date, interest expense increased $64.8 million over the prior year period, primarily due to a $59.3 million increase in deposit interest expense and a $5.5 million increase on borrowed funds. The cost of interest bearing deposits increased 173 basis points year-over-year, while the cost of total interest bearing liabilities increased 174 basis points during the same period.

The total cost of deposits, including noninterest-bearing demand accounts, was 1.46% during the second quarter 2023 and 1.19% in the first six months of 2023, compared to 0.92% and 0.12% in the linked quarter and prior year-to-date period, respectively.

NIM, on a tax equivalent basis, was 4.49% in the second quarter 2023 and 4.60% for the first six months of 2023, a decrease of 22 basis points and an increase of 119 basis points from the linked quarter and the prior year-to-date period, 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 Six months ended
(in thousands) June 30, 2023 March 31, 2023 Increase (decrease) June 30, 2023 June 30, 2022 Increase (decrease)
Deposit service charges $ 3,910  $ 4,128  $ (218) (5) % $ 8,038  $ 8,912  $ (874) (10) %
Wealth management revenue 2,472  2,516  (44) (2) % 4,988  5,155  (167) (3) %
Card services revenue 2,464  2,338  126  5  % 4,802  6,554  (1,752) (27) %
Tax credit income 368  1,813  (1,445) (80) % 2,181  3,794  (1,613) (43) %
Other income 5,076  6,103  (1,027) (17) % 11,179  8,420  2,759  33  %
Total noninterest income $ 14,290  $ 16,898  $ (2,608) (15) % $ 31,188  $ 32,835  $ (1,647) (5) %

Total noninterest income for the second quarter 2023 was $14.3 million, a decrease from the linked quarter of $2.6 million which was primarily due to decreases in tax credit income and other income. Tax credit income is typically highest in the fourth quarter of each year and will vary in other periods based on transaction volumes and fair value changes on credits carried at fair value. The decrease in other income was primarily due to gains on the sale of investment securities and SBA loans in the linked quarter that did not reoccur in the second quarter 2023.

Total noninterest income for the six months ended June 30, 2023 was $31.2 million, a decrease from the prior year period of $1.6 million which was primarily due to decreases in tax credit income and card services revenue. Lower transaction volumes led to the decrease in tax credit income while the Durbin Amendment cap on debit card income has limited card services revenue since July 1, 2022.
39

The increase in other income for the first six months of 2023, compared to the prior year period, is primarily due to gains on the sale of investments and SBA loans and a higher level of income on community development and private equity fund investments.

Noninterest Expense

The following table presents a comparative summary of the major components of noninterest expense for the periods indicated.
Linked quarter comparison Prior year comparison
Quarter ended Six months ended
(in thousands) June 30, 2023 March 31, 2023 Increase (decrease) June 30, 2023 June 30, 2022 Increase (decrease)
Employee compensation and benefits $ 41,641  $ 42,503  $ (862) (2) % $ 84,144  $ 71,855  $ 12,289  17  %
Occupancy 3,954  4,061  (107) (3) % 8,015  8,895  (880) (10) %
Data processing 3,661  3,710  (49) (1) % 7,371  6,371  1,000  16  %
Professional fees 1,566  1,631  (65) (4) % 3,197  2,719  478  18  %
Deposit costs 16,980  12,720  4,260  33  % 29,700  10,165  19,535  192  %
Other expense 18,154  16,358  1,796  11  % 34,512  28,219  6,293  22  %
Total noninterest expense $ 85,956  $ 80,983  $ 4,973  6  % $ 166,939  $ 128,224  $ 38,715  30  %
Efficiency ratio 55.46  % 51.77  % 3.69  % 53.61  % 52.63  % 0.98  %
Core efficiency ratio1
 54.04  % 50.47  % 3.57  % 52.25  % 50.82  % 1.43  %
1 Core efficiency ratio is a non-GAAP measure. Refer to discussion and reconciliation of this measure in the accompanying financial tables.

Noninterest expense was $86.0 million for the second quarter 2023, an increase of $5.0 million from $81.0 million in the linked quarter. Employee compensation and benefits decreased $0.9 million from the linked quarter due to a $2.8 million decrease in benefits, primarily employer payroll taxes and 401(k) expense that are seasonally higher in the first quarter each year. The decrease in benefits was partially offset by a $1.9 million increase in salaries and variable compensation due to a full quarter of merit increases that became effective on March 1, 2023, and an expanded associate base. Deposit costs relate to certain specialized deposit businesses that are impacted by higher interest rates as well as increasing average balances. Deposit costs increased $4.3 million from the linked quarter primarily due to higher average balances and an increase in expenses related to the earnings credit earned on these accounts. The linked quarter deposit costs were also lower due to the expiration of certain earnings credits that were forfeited. Other expense increased $1.8 million from the linked quarter, primarily related to a $1.5 million increase in operational losses.

Total noninterest expense of $166.9 million for the first six months of 2023 increased $38.7 million from the prior year period, primarily related to a $19.5 million increase in variable deposit costs, a $12.3 million increase in compensation and benefits and a $7.0 million net increase in occupancy and other expenses.

In May 2023, the FDIC issued a Notice of Proposed Rulemaking which would implement a special assessment to recover the cost associated with protecting uninsured depositors following the closure of several FDIC insured banks. The FDIC is proposing to collect a special assessment at an annual rate of approximately 12.5 basis points over eight quarterly assessment periods. As proposed, the estimated impact of the special assessment is approximately $2.2 million and will be recognized when the rule is finalized.

Income Taxes

The Company’s effective tax rate was 21.6% for the second quarter 2023 and 21.7% for the six months ended June 30, 2023. This compares to the linked quarter and prior year-to-date effective tax rate of 21.8%.

40

Summary Balance Sheet
(in thousands) June 30,
2023		 December 31,
2022		 Increase (decrease)
Total cash and cash equivalents $ 322,023  $ 291,359  $ 30,664  11  %
Securities, net 2,274,334  2,245,722  28,612  1  %
Total loans 10,512,623  9,737,138  775,485  8  %
Total assets 13,871,154  13,054,172  816,982  6  %
Deposits 11,619,860  10,829,150  790,710  7  %
Total liabilities 12,252,921  11,531,909  721,012  6  %
Total shareholders’ equity 1,618,233  1,522,263  95,970  6  %

Total assets were $13.9 billion at June 30, 2023, an increase of $817.0 million from December 31, 2022. Cash and cash equivalents increased as the Company retained a higher level due to uncertainty on the Federal government debt ceiling, while loan production increased the loan portfolio and reinvestment of cash flows and an improvement in the unrealized loss on available for sale investments increased the value of the securities portfolio. Total liabilities of $12.3 billion, increased $721.0 million from December 31, 2022. A $790.7 million increase in deposits, partially offset by a $74.7 million net decrease in FHLB advances and other borrowings, was the primary driver of the increase in total liabilities.

Investments

At June 30, 2023, investment securities were $2.3 billion, or 16%, of total assets, which is comparable to the Company’s historical percentage dating back to 2019. At December 31, 2022, investment securities were $2.2 billion, or 17%, of total assets.

The table below sets forth the carrying value of investment securities, excluding the allowance for credit losses:
June 30,
2023		 December 31,
2022
($ in thousands) Amount % Amount %
Obligations of U.S. Government sponsored enterprises $ 273,142  12.0  % $ 237,785  10.6  %
Obligations of states and political subdivisions 968,393  42.6  % 946,456  42.1  %
Agency mortgage-backed securities 705,510  31.0  % 716,422  31.9  %
U.S. Treasury Bills 196,651  8.6  % 208,534  9.3  %
Corporate debt securities 131,496  5.8  % 137,260  6.1  %
Total $ 2,275,192  100.0  % $ 2,246,457  100.0  %
Net Unrealized Losses
($ in thousands) June 30,
2023		 December 31,
2022
Available-for-sale securities $ (179,857) $ (193,247)
Held-to-maturity securities (71,673) (82,133)
Total $ (251,530) $ (275,380)

Investment securities increased $28.7 million from the prior year end, primarily due to reinvestment of portfolio cash flows and a decrease in the unrealized loss on available-for-sale securities. Investment purchases in the quarter had a weighted average, tax equivalent yield of 5.1%. In January 2023, $28.4 million of available-for-sale investment securities with a tax equivalent yield of 4.0% were sold at a net gain of $0.4 million and were reinvested in securities with a 4.5% yield.

41

The average duration of the investment portfolio was 5.3 years at June 30, 2023. Due to the shorter duration of the loan portfolio of approximately 3 years, the Company leverages the investment portfolio to lengthen the overall duration of the balance sheet, primarily using high-quality municipal securities. The expected cash flow from pay downs, maturities and interest over the next 12 months is approximately $270 million.

Loans by Type

The Company has a diversified loan portfolio, with no particular concentration of credit in any one economic sector; however, a substantial portion of the portfolio, including the C&I category, is secured by real estate. The ability of the Company’s borrowers to honor their contractual obligations is partially dependent upon the local economy and its effect on the real estate market.

The following table sets forth the composition of the loan portfolio by type of loans
(in thousands) June 30,
2023		 December 31,
2022		 Increase (decrease)
Commercial and industrial $ 4,360,862  $ 3,859,882  $ 500,980  13  %
Commercial real estate - investor owned 2,465,654  2,357,820  107,834  5  %
Commercial real estate - owner occupied 2,336,639  2,270,551  66,088  3  %
Construction and land development 671,573  611,565  60,008  10  %
Residential real estate 368,867  395,537  (26,670) (7) %
Other 309,028  241,783  67,245  28  %
Total Loans $ 10,512,623  $ 9,737,138  $ 775,485  8  %

The following table provides additional information on select specialty lending detail:
(in thousands) June 30,
2023		 December 31,
2022		 Increase (decrease)
C&I $ 2,029,370  $ 1,904,654  $ 124,716  7  %
CRE investor owned 2,290,701  2,176,424  114,277  5  %
CRE owner occupied 1,208,675  1,174,094  34,581  3  %
SBA Loans* 1,327,667  1,312,378  15,289  1  %
Sponsor finance* 879,491  635,061  244,430  38  %
Life insurance premium financing* 912,274  817,115  95,159  12  %
Tax credits* 609,137  559,605  49,532  9  %
SBA PPP loans 5,173  7,272  (2,099) (29) %
Residential real estate 354,588  379,924  (25,336) (7) %
Construction and land development 599,375  534,753  64,622  12  %
Other 296,172  235,858  60,314  26  %
Total loans $ 10,512,623  $ 9,737,138  $ 775,485  8  %
*Specialty loan category

Loans totaled $10.5 billion at June 30, 2023 compared to $9.7 billion at December 31, 2022. The increase was driven primarily by C&I, CRE investor owned, construction and specialty loans. The increase in specialty loans was primarily in the sponsor finance and life insurance areas. Average line draw utilization was 44.6% for the second quarter of 2023, compared to 41.8% for the full year of 2022.

Specialty lending products, including sponsor finance, life insurance premium financing, and tax credits, consist primarily of C&I loans. These loans are sourced through relationships developed with estate planning firms and private equity funds and are not bound geographically by our markets. These specialized loan products offer opportunities to expand and diversify geographically by entering new markets. The Company continues to focus on originating high-quality C&I relationships, as they typically have variable interest rates and allow for cross selling opportunities involving other banking products.
42

Life insurance premium financing and tax credits are typically lower risk products due to the high collateral value securing the loans.

SBA loans are also generated on a national basis, and primarily consist of loans collateralized by first lien, owner-occupied real estate properties. These loans predominantly have a 75% guarantee from the SBA. The Company may sell the guaranteed portion of the loan and retain servicing rights, and in the first quarter 2023, SBA loans totaling $8.8 million were sold.

Provision and Allowance for Credit Losses

The following table presents the components of the provision for credit losses:
Quarter ended Six months ended
(in thousands) June 30, 2023 March 31, 2023 June 30, 2023 June 30, 2022
Provision (benefit) for credit losses on loans $ 5,997  $ 1,099  $ 7,096  $ (3,149)
Provision for available-for-sale securities 250  4,826  5,076  — 
Provision (benefit) for off-balance sheet commitments 75  (1,914) (1,839) 513 
Provision (benefit) for held-to-maturity securities (14) 137  123  93 
Charge-offs (recoveries) of accrued interest 31  35  66  (867)
Provision (benefit) for credit losses $ 6,339  $ 4,183  $ 10,522  $ (3,410)

The provision for credit losses, which includes a provision for losses on unfunded commitments, is a charge to earnings to maintain the ACL at a level consistent with management’s assessment of expected losses in the loan portfolio at the balance sheet date. A provision for credit losses on both available-for-sale and held-to-maturity investment securities is recognized in certain circumstances. The Company also records reversals of interest on nonaccrual loans and interest recoveries directly through the provision of credit losses.

A provision for credit losses of $6.3 million for the second quarter 2023 and $10.5 million for the six months ended June 30, 2023, increased $2.2 million and $13.9 million from the linked quarter and prior year-to-date period, respectively. The provision in the second quarter 2023 was primarily related to loan growth, net charge-offs, and a change in forecasted economic factors. The provision in the linked quarter was primarily related to the impairment of an available-for-sale investment security and loan growth, partially offset by a decrease in the reserve on unfunded commitments. The provision for credit losses on the available-for-sale investment security was related to a subordinated debt security in a publicly-traded bank that failed in the first quarter of 2023. The provision for credit losses in the first six months of 2023 was primarily due to loan growth and a decline in forecasted economic factors. The provision benefit in the prior year-to-date period, was primarily due to an improvement in economic factors.

43


The following table summarizes the allocation of the ACL on loans:
June 30,
2023		 December 31,
2022
(in thousands) Allowance Percent of loans in each category to total loans Allowance Percent of loans in each category to total loans
Commercial and industrial $ 60,318  41.5  % $ 53,835  39.6  %
Real estate:
Commercial 56,576  45.7  % 58,943  47.5  %
Construction and land development 12,795  6.4  % 11,444  6.3  %
Residential 7,421  3.5  % 7,928  4.1  %
Other 4,209  2.9  % 4,782  2.5  %
Total $141,319 100.0  % $136,932 100.0  %

The ACL on loans was 1.34% of loans at June 30, 2023, compared to 1.41% of loans at December 31, 2022. The decrease in the ACL on loans is due to a continued positive trend in asset quality. Excluding guaranteed loans, the ACL to total loans was 1.48% at June 30, 2023, compared to 1.56% at December 31, 2022.

The following table is a summary of net charge-offs (recoveries) to average loans for the periods indicated:
Quarter ended
June 30, 2023 March 31, 2023
(in thousands) Net Charge-offs (Recoveries)
Average Loans(1)
Net Charge-offs (Recoveries)/Average Loans(2)
 Net Charge-offs (Recoveries)
Average Loans(1)
Net Charge-offs (Recoveries)/Average Loans(2)
Commercial and industrial $ 2,688  $ 4,222,236  0.26  % $ (231) $ 3,873,175  (0.02) %
Real estate:
Commercial (103) 4,727,171  (0.01) % 131  4,631,183  0.01  %
Construction and land development (8) 693,251  —  % (23) 678,493  (0.01) %
Residential 194  358,917  0.22  % (220) 353,104  (0.25) %
Other 202  282,750  0.29  % 79  258,670  0.12  %
Total $ 2,973  $ 10,284,325  0.12  % $ (264) $ 9,794,625  (0.01) %
(1) Excludes loans held for sale.
(2)Annualized.
44

Six months ended
June 30, 2023 June 30, 2022
(in thousands) Net Charge-offs (Recoveries)
Average Loans(1)
Net Charge-offs (Recoveries)/Average Loans(2)
 Net Charge-offs (Recoveries)
Average Loans(1)
Net Charge-offs (Recoveries)/Average Loans(2)
Commercial and industrial $ 2,457  $ 4,051,506  0.12  % $ 1,260  $ 3,432,543  0.07  %
Real estate:
Commercial 28  4,678,103  —  % (264) 4,221,415  (0.01) %
Construction and land development (31) 685,034  (0.01) % (35) 748,233  (0.01) %
Residential (26) 355,409  (0.01) % 300  402,748  0.15  %
Other 281  270,776  0.21  % 85  250,049  0.07  %
Total $ 2,709  $ 10,040,828  0.05  % $ 1,346  $ 9,054,988  0.03  %
(1) Excludes loans held for sale.
(2)Annualized.
To the extent the Company does not recognize charge-offs and economic forecasts improve in future periods, the Company could recognize provision reversals. Conversely, if economic conditions and the Company’s forecast worsens and charge-offs increase, the Company could recognize elevated levels of provision for credit losses. The provision is also reflective of charge-offs (recoveries) in the period.

Nonperforming assets

The following table presents the categories of nonperforming assets and other ratios, excluding government guaranteed portions, as of the dates indicated.
(in thousands) June 30,
2023		 December 31,
2022
Nonaccrual loans $ 15,411  $ 9,766 
Loans past due 90 days or more and still accruing interest 701  142 
Troubled debt restructurings —  73 
Total nonperforming loans 16,112  9,981 
Other —  269 
Total nonperforming assets $ 16,112  $ 10,250 
Total assets $ 13,871,154  $ 13,054,172 
Total loans 10,512,623  9,737,138 
Total allowance for credit losses 141,319  136,932 
ACL to nonaccrual loans 917  % 1,402  %
ACL to nonperforming loans 877  % 1,372  %
ACL to total loans 1.34  % 1.41  %
Nonaccrual loans to total loans 0.15  % 0.10  %
Nonperforming loans to total loans 0.15  % 0.10  %
Nonperforming assets to total assets 0.12  % 0.08  %

45

Nonperforming loans based on loan type were as follows:
 
(in thousands) June 30, 2023 December 31, 2022
Commercial and industrial $ 10,245  $ 4,443 
Commercial real estate 4,152  4,200 
Construction and land development 742  1,192 
Residential real estate 959  73 
Other 14  73 
Total $ 16,112  $ 9,981 

The following table summarizes the changes in nonperforming loans:
  Six months ended
(in thousands) June 30, 2023
Nonperforming loans, beginning of period $ 9,981 
Additions 17,705 
Charge-offs (5,148)
Principal payments (6,426)
Nonperforming loans, end of period $ 16,112 

Deposits
(in thousands) June 30,
2023		 December 31,
2022		 Increase (decrease)
Noninterest-bearing demand accounts $ 3,880,561  $ 4,642,732  $ (762,171) (16) %
Interest-bearing demand accounts 2,629,339  2,256,295  373,044  17  %
Money market accounts 2,913,018  2,655,159  257,859  10  %
Savings accounts 664,838  744,256  (79,418) (11) %
Certificates of deposit:
Brokered 893,808  118,968  774,840  651  %
Other 638,296  411,740  226,556  55  %
Total deposits $ 11,619,860  $ 10,829,150  $ 790,710  7  %
Demand deposits / total deposits 33  % 43  %

The following table shows the average balance and average rate of the Company’s deposits by type:
Quarter ended
June 30, 2023 March 31, 2023 June 30, 2022
(in thousands) Average Balance Average Rate Paid Average Balance Average Rate Paid Average Balance Average Rate Paid
Noninterest-bearing deposit accounts $ 4,051,456  —  % $ 4,481,966  —  % $ 4,987,455  —  %
Interest-bearing demand accounts 2,509,805  1.62  2,201,910  1.09  2,329,431  0.11 
Money market accounts 2,920,079  2.82  2,826,836  2.22  2,767,595  0.33 
Savings accounts 686,973  0.13  732,256  0.13  854,860  0.03 
Certificates of deposit 1,219,500  3.46  670,521  1.85  591,091  0.58 
Total interest-bearing deposits $ 7,336,357  2.26  $ 6,431,523  1.56  $ 6,542,977  0.24 
Total average deposits $ 11,387,813  1.46  $ 10,913,489  0.92  $ 11,530,432  0.13 
46


Six months ended
June 30, 2023 June 30, 2022
(in thousands) Average Balance Average Rate Paid Average Balance Average Rate Paid
Noninterest-bearing deposit accounts $ 4,265,521  —  % $ 4,840,558  —  %
Interest-bearing demand accounts 2,356,708  1.37  2,416,889  0.10 
Money market accounts 2,873,715  2.52  2,819,659  0.27 
Savings accounts 709,490  0.13  836,249  0.03 
Certificates of deposit 946,527  2.89  599,067  0.55 
Total interest-bearing deposits $ 6,886,440  1.93  $ 6,671,864  0.20 
Total average deposits $ 11,151,961  1.19  $ 11,512,422  0.12 

Total deposits excluding brokered certificates of deposits, were $10.7 billion at June 30, 2023, an increase of $15.9 million from December 31, 2022. The mix of the deposit portfolio shifted from noninterest-bearing demand deposits to higher yielding categories in the current year due to the competitive rate environment. Brokered certificates of deposit increased $774.8 million, to $893.8 million at June 30, 2023. Brokered certificates of deposit were used as a stable funding source to support loan growth in 2023. This strategy helped preserve wholesale borrowing capacity and liquidity measures. The Company has a specialty deposit portfolio focusing on property management, community associations, and escrow industries, in addition to deposits related to its specialty lending products. These deposits totaled $2.9 billion at June 30, 2023 and $2.5 billion at December 31, 2022.

To provide customers a deposit product with enhanced FDIC insurance, the Company participates in several programs through third parties that provide full FDIC insurance on deposit amounts by exchanging or reciprocating larger depository relationships with other member banks. Total reciprocal deposits were $926.6 million at June 30, 2023, compared to $205.8 million at December 31, 2022. The Company considers reciprocal accounts as customer-related deposits due to the customer relationship that generated the transaction.

At June 30, 2023, estimated uninsured/uncollateralized deposits totaled $3.3 billion, or 28% of total deposits, compared to $5.9 billion, or 55% of total deposits, at December 31, 2022. The decrease in estimated uninsured deposits was the result of an increase in reciprocal deposits and accounts that qualify for pass-through insurance.

As rates increase, deposit balances may decline or the composition of the deposit portfolio may continue to shift to higher-yielding deposit products, such as money market accounts or certificates of deposit. The total cost of deposits was 1.46% for the current quarter, compared to 0.92% for the linked quarter. For the year-to-date period in 2023, the total cost of deposits was 1.19%, compared to 0.12% in the prior year period.

Shareholders’ Equity

Shareholders’ equity totaled $1.6 billion at June 30, 2023, an increase of $96.0 million from December 31, 2022. Significant activity during the first six months of 2023 was as follows:

•increase from net income of $104.9 million,
•net increase in fair value of securities and cash flow hedges of $6.9 million, and
•decrease from dividends paid on common and preferred stock of $20.5 million.

47

Liquidity and Capital Resources

Liquidity

The objective of liquidity management is to ensure we have the ability to generate sufficient cash or cash equivalents in a timely and cost-effective manner to meet our commitments as they become due. Typical demands on liquidity are changes in deposit levels, maturing time deposits which are not renewed, and fundings under credit commitments to customers. Funds are available from a number of sources, such as the core deposit base and loan and security repayments and maturities.

Additionally, liquidity is provided from lines of credit with the FHLB, the Federal Reserve, and correspondent banks; the ability to acquire large and brokered deposits, sales of the securities portfolio, and the ability to sell loans or loan participations to other banks. These alternatives are an important part of our liquidity plan and provide flexibility and efficient execution of the asset-liability management strategy. To the extent that other banks tighten their lending capacity, this may impact our ability to sell loan participations.

The Company’s Asset-Liability Management Committee oversees our liquidity position, the parameters of which are approved by the Bank’s Board of Directors. Our liquidity position is monitored daily. Our liquidity management framework includes measurement of several key elements, such as the loan to deposit ratio, a liquidity ratio, and a dependency ratio. The Company’s liquidity framework also incorporates contingency planning to assess the nature and volatility of funding sources and to determine alternatives to these sources. While core deposits and loan and investment repayments are principal sources of liquidity, funding diversification is another key element of liquidity management and is achieved by strategically varying depositor types, terms, funding markets, and instruments.

Liquidity from assets is available primarily from cash balances and the investment portfolio. Cash and interest-bearing deposits with other banks totaled $322.0 million at June 30, 2023 and $291.4 million at December 31, 2022. Recent increases in short term interest rates, a tightening of monetary policy by the Federal Reserve and recent bank failures has led to competitive pricing pressures and a reduction of deposits in the industry. To enhance liquidity, the Company reduced reinvestment of investment portfolio cash flows for a short period during the six months ended June 30, 2023. However, investment securities are an important tool to the Company’s liquidity objectives and reinvestment of cash flows resumed as the market stabilized.

Available on- and off-balance sheet liquidity sources include the following items:
(in thousands) June 30, 2023
Federal Reserve Bank borrowing capacity $ 2,613,164 
FHLB borrowing capacity 764,108 
Unpledged securities 647,281 
Federal funds lines (7 correspondent banks) 140,000 
Cash and interest-bearing deposits 322,023 
Holding Company line of credit 25,000 
Total $ 4,511,576 

The Company also has a portfolio of SBA guaranteed loans, a portion of which could be sold in the secondary market to generate earnings and liquidity.

In the normal course of business, the Company enters into certain forms of off-balance sheet transactions, including unfunded loan commitments and letters of credit. These transactions are managed through the Company’s various risk management processes. Management considers both on-balance sheet and off-balance sheet transactions in its evaluation of the Company’s liquidity. The Company has $3.1 billion in unused commitments to extend credit as of June 30, 2023. However, the nature of these commitments is such that the likelihood of funding them in the aggregate at any one time is low.
48


At the holding company level, the primary funding sources are dividends and payments from the Bank and proceeds from the issuance of equity (i.e. stock option exercises, stock offerings) and debt instruments. The main use of this liquidity is to provide the funds necessary to pay dividends to shareholders, service debt, invest in subsidiaries as necessary, and satisfy other operating requirements. The holding company maintains a revolving line of credit for an aggregate amount up to $25 million, all of which was available at June 30, 2023. The line of credit has a one-year term and was renewed in February 2023 for an additional one-year term. The proceeds can be used for general corporate purposes.

The Company has an effective automatic shelf registration statement on Form S-3 allowing for the issuance of various forms of equity and debt securities. The Company’s ability to offer securities pursuant to the registration statement depends on market conditions and the Company’s continuing eligibility to use the Form S-3 under rules of the SEC.

Strong capital ratios, credit quality and core earnings are essential to retaining cost-effective access to the wholesale funding markets. Deterioration in any of these factors could have a negative impact on the Company’s ability to access these funding sources and, as a result, these factors are monitored on an ongoing basis as part of the liquidity management process. The Bank is subject to regulations and, among other things, may be limited in its ability to pay dividends or transfer funds to the parent company. Accordingly, consolidated cash flows as presented in the consolidated statements of cash flows may not represent cash immediately available for the payment of cash dividends to the Company’s shareholders or for other cash needs.

Through the normal course of operations, the Company has entered into certain contractual obligations and other commitments. Such obligations relate to funding operations through deposits or debt issuances, as well as leases for premises and equipment. As a financial services provider, the Company routinely enters into commitments to extend credit. While contractual obligations represent future cash requirements of the Company, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans made by the Company. The Company also enters into derivative contracts under which the Company either receives cash from or pays cash to counterparties depending on changes in interest rates. Derivative contracts are carried at fair value on the consolidated balance sheet with the fair value representing the net present value of expected future cash receipts or payments based on market interest rates as of the balance sheet date. The fair value of these contracts changes daily as market interest rates change.

Capital Resources

The Company and the Bank are subject to various regulatory capital requirements administered by Federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and its bank affiliate must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The banking affiliate’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
 
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of total, Tier 1, and common equity tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. To be categorized as “well capitalized”, banks must maintain minimum total risk-based (10%), Tier 1 risk-based (8%), common equity tier 1 risk-based (6.5%), and Tier 1 leverage ratios (5%). In addition, the Company must maintain an additional CCB above the regulatory minimum ratio requirements. The CCB is designed to insulate banks from periods of stress and impose constraints on dividends, share repurchases and discretionary bonus payments when capital levels fall below prescribed levels.
49

As of June 30, 2023, and December 31, 2022, the Company and the Bank met all capital adequacy requirements to which they are subject and exceeded the amounts required to be “well capitalized”.

The following table summarizes the Company’s various capital ratios:

June 30, 2023 December 31, 2022
(in thousands) EFSC Bank EFSC Bank To Be Well-Capitalized Minimum Ratio
with CCB
Common Equity Tier 1 Capital to Risk Weighted Assets 11.1  % 12.0  % 11.1  % 12.1  % 6.5  % 7.0  %
Tier 1 Capital to Risk Weighted Assets 12.5  % 12.0  % 12.6  % 12.1  % 8.0  % 8.5  %
Total Capital to Risk Weighted Assets 14.1  % 13.0  % 14.2  % 13.1  % 10.0  % 10.5  %
Leverage Ratio (Tier 1 Capital to Average Assets) 11.0  % 10.5  % 10.9  % 10.5  % 5.0  % N/A
Tangible common equity to tangible assets1
 8.65  % 8.43  %
1 Not a required regulatory capital ratio.

The Company believes the tangible common equity ratio is an important measure of capital strength, even though it is considered a non-GAAP measure. A reconciliation has been included in this section under the caption “Use of Non-GAAP Financial Measures.”

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, core efficiency ratio, and the tangible common equity ratio, in this report 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, core efficiency ratio, and the tangible common equity ratio, collectively “core performance measures,” presented in this report 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, that 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.
50


Core Efficiency Ratio
Quarter ended Six months ended
(in thousands) June 30,
2023		 March 31,
2023		 June 30,
2022		 June 30,
2023		 June 30,
2022
Net interest income (GAAP) $ 140,692  $ 139,529  $ 109,613  $ 280,221  $ 210,778 
Tax-equivalent adjustment 2,062  2,041  1,699  4,103  3,205 
Net interest income - FTE (non-GAAP) $ 142,754  $ 141,570  $ 111,312  $ 284,324  $ 213,983 
Noninterest income (GAAP) 14,290  16,898  14,194  31,188  32,835 
Less gain on sale of investment securities —  381  —  381  — 
Less gain on sale of other real estate owned 97  90  (90) 187  (71)
Core revenue (non-GAAP) $ 156,947  $ 157,997  $ 125,596  $ 314,944  $ 246,889 
Noninterest expense (GAAP) $ 85,956  $ 80,983  $ 65,424  $ 166,939  $ 128,224 
Less amortization on intangibles 1,136  1,239  1,328  2,375  2,758 
Core noninterest expense (non-GAAP) $ 84,820  $ 79,744  $ 64,096  $ 164,564  $ 125,466 
Core efficiency ratio (non-GAAP) 54.04  % 50.47  % 51.03  % 52.25  % 50.82  %


Tangible Common Equity, Tangible Book Value per Share, and Tangible Common Equity Ratio
(in thousands) June 30, 2023 March 31, 2023 December 31, 2022
Shareholders' equity (GAAP) $ 1,618,233  $ 1,592,820  $ 1,522,263 
Less preferred stock 71,988  71,988  71,988 
Less goodwill 365,164  365,164  365,164 
Less intangible assets 14,544  15,680  16,919 
Tangible common equity (non-GAAP) $ 1,166,537  $ 1,139,988  $ 1,068,192 
Common shares outstanding 37,359  37,311  37,253 
Tangible book value per share (non-GAAP) $ 31.23  $ 30.55  $ 28.67 
Total assets (GAAP) $ 13,871,154  $ 13,325,982  $ 13,054,172 
Less goodwill 365,164  365,164  365,164 
Less intangible assets, net 14,544  15,680  16,919 
Tangible assets (non-GAAP) $ 13,491,446  $ 12,945,138  $ 12,672,089 
Tangible common equity to tangible assets (non-GAAP) 8.65  % 8.81  % 8.43  %
51

Return on Average Tangible Common Equity (ROATCE)
Quarter ended Six months ended
(in thousands) June 30,
2023		 March 31,
2023		 June 30,
2022		 June 30,
2023		 June 30,
2022
Average shareholder’s equity (GAAP) $ 1,621,337  $ 1,568,451  $ 1,474,267  $ 1,595,040  $ 1,505,073 
Less average preferred stock 71,988  71,988  71,988  71,988  71,988 
Less average goodwill 365,164  365,164  365,164  365,164  365,164 
Less average intangible assets 15,094  16,247  20,175  15,667  20,854 
Average tangible common equity (non-GAAP) $ 1,169,091  $ 1,115,052  $ 1,016,940  $ 1,142,221  $ 1,047,067 
Net income available to common shareholders (GAAP) $ 48,190  $ 54,800  $ 44,211  $ 102,990  $ 90,675 
Return on average tangible common equity 16.53  % 19.93  % 17.44  % 18.18  % 17.46  %

Pre-Provision Net Revenue (PPNR)
Quarter ended Six months ended
(in thousands) June 30,
2023		 March 31,
2023		 June 30,
2022		 June 30,
2023		 June 30,
2022
Net interest income $ 140,692  $ 139,529  $ 109,613  $ 280,221  $ 210,778 
Noninterest income 14,290  16,898  14,194  31,188  32,835 
Less gain on sale of investment securities —  381  —  381  — 
Less gain (loss) on sale of other real estate owned 97  90  (90) 187  (71)
Less noninterest expense 85,956  80,983  65,424  166,939  128,224 
PPNR (non-GAAP) $ 68,929  $ 74,973  $ 58,473  $ 143,902  $ 115,460 


ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The disclosures set forth in this item are qualified by the cautionary language regarding forward-looking statements in the introduction to Item 2 of Part I of this Quarterly Report on Form 10-Q and other cautionary statements set forth elsewhere in this report.

Interest Rate Risk 

Our interest rate risk management practices are aimed at optimizing net interest income, while guarding against deterioration that could be caused by certain interest rate scenarios. Interest rate sensitivity varies with different types of interest-earning assets and interest-bearing liabilities. We attempt to maintain interest-earning assets, comprised primarily of both loans and investments, and interest-bearing liabilities, comprised primarily of deposits, maturing or repricing in similar time horizons in order to manage any impact from market interest rate changes according to our risk tolerances. The Company uses a simulation model to measure the sensitivity to changing rates on earnings.

The Company determines the sensitivity of its short-term future earnings to a hypothetical plus or minus 100 to 300 basis point parallel rate shock through the use of simulation modeling. The simulation includes the modeling of the balance sheet as an ongoing entity. Future business assumptions involving administered rate products, prepayments for future rate-sensitive balances, and the reinvestment of maturing assets and liabilities are included. These items are then modeled to project net interest income based on a hypothetical change in interest rates. The resulting net interest income for the next 12-month period is compared to the baseline amounts calculated using flat rates. The difference represents the Company’s sensitivity to a positive or negative 100 basis points parallel rate shock.

52

The following table summarizes the expected impact of interest rate shocks on net interest income at June 30, 2023:
Rate Shock Annual % change
in net interest income
+ 300 bp 7.0%
+ 200 bp 4.7%
+ 100 bp 2.4%
 - 100 bp (2.7)%
 - 200 bp (5.9)%
 - 300 bp (9.6)%
In addition to the rate shocks shown in the table above, the Company models net interest income under various dynamic interest rate scenarios. In general, changes in interest rates are positively correlated with changes in net interest income.

The Company occasionally uses interest rate derivative instruments as an asset/liability management tool to hedge mismatches in interest rate exposure indicated by the net interest income simulation described above. They are used to modify the Company’s exposures to interest rate fluctuations and provide more stable spreads between loan yields and the rate on their funding sources. At June 30, 2023, the Company had derivative contracts to manage interest rate risk, including $250.0 million in notional value on derivatives to hedge the cash flows on floating rate loans and $62.0 million in notional value on derivative on floating rate debt. Derivative financial instruments are also discussed in “Item 1. Note 6 – Derivative Financial Instruments.”

The FCA has announced that the most common USD LIBOR settings (overnight, 1-month. 3-month, 6-month and 12-month) will cease publication after September 30, 2024. However, LIBOR rates published after June 30, 2023 will be based on a “synthetic” methodology. LIBOR is commonly referenced in financial instruments. With the cessation of LIBOR, the Company has selected term SOFR as the replacement index for the majority of its variable rate loans and began providing customer notifications in early 2023. The Company ceased using LIBOR and ICE swap rates in new contracts and began issuing SOFR based loans in December 2021.

The Company had $6.5 billion in variable rate loans at June 30, 2023. Of these loans, $4.1 billion have an interest rate floor and nearly all of those loans were at or above the floor. Variable rate loans include $2.9 billion indexed to the prime rate, $2.4 billion indexed to SOFR, $171.0 million indexed to LIBOR, and $958.0 million indexed to other rates.

At June 30, 2023, the Company’s available-for-sale and held-to-maturity investment securities totaled $1.6 billion and $724.0 million, respectively. These portfolios consist primarily of fixed-rate securities that are subject to changes in market value due to changes in interest rates. At June 30, 2023, net unrealized losses were $179.9 million and $71.7 million on the available-for-sale and held-to-maturity investment portfolios, respectively.
53

ITEM 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15, as of June 30, 2023. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, the CEO and CFO concluded the Company’s disclosure controls and procedures were effective as of June 30, 2023 to provide reasonable assurance of the achievement of the objectives described above.

Changes to Internal Controls

There were no changes during the period covered by this Quarterly Report on Form 10-Q in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, those controls.

PART II - OTHER INFORMATION


ITEM 1: LEGAL PROCEEDINGS

The Company and its subsidiaries are, from time to time, parties to various legal proceedings arising out of their businesses. Management believes there are no such legal proceedings pending or threatened against the Company or its subsidiaries, if determined adversely, would have a material adverse effect on the business, consolidated financial condition, results of operations or cash flows of the Company or any of its subsidiaries.


ITEM 1A: RISK FACTORS

For information regarding risk factors affecting the Company, please see the cautionary language regarding forward-looking statements in the introduction to Item 2 of Part I of this Quarterly Report on Form 10-Q, and Part I, Item 1A of our Report on Form 10-K for the fiscal year ended December 31, 2022, which is supplemented by the additional risk factor set forth below.

Adverse developments affecting the banking industry, and resulting media coverage, have eroded customer confidence in the banking system and could have a material effect on the Company’s operations and/or stock price.

The recent high-profile bank failures involving Silicon Valley Bank and Signature Bank have generated significant market volatility among publicly traded bank holding companies and, in particular, regional banks. These market developments have negatively impacted customer confidence in the safety and soundness of regional banks. As a result, customers may choose to maintain deposits with larger financial institutions or invest in higher yielding short-term fixed income securities, all of which could materially adversely impact our liquidity, cost of funding, loan funding capacity, net interest margin, capital and results of operations. In connection with high-profile bank failures, uncertainty and concern has been, and may be in the future, compounded by advances in technology that increase the speed at which deposits can be moved, as well as the speed and reach of media attention, including social media, and its ability to disseminate concerns or rumors, in each case potentially exacerbating liquidity concerns. While the Department of the Treasury, the Federal Reserve, and the FDIC have made statements ensuring that depositors of recently failed banks would have access to their deposits, including uninsured deposit accounts, there is no guarantee that such actions will be successful in restoring customer confidence in regional banks and the banking system more broadly.
54

In addition, the banking operating environment and public trading prices of banking institutions can be highly correlated, in particular during times of stress, which could adversely impact the trading prices of our common stock and potentially our results of operations. For more information on the Company's liquidity position, please see the “Deposits” and “Liquidity and Capital Resources” sections of Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4: MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5: OTHER INFORMATION

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to James B. Lally’s Executive Employment Agreement

On August 4, 2023, Enterprise Financial Services Corp (the “Company”) entered into an amendment (the “Lally Amendment”) to its employment agreement, dated May 2, 2017, with James B. Lally, the Company’s President and Chief Executive Officer and Enterprise Bank & Trust’s (the “Bank’s”) Chairman and Chief Executive Officer. The Lally Amendment was approved by the Board of Directors of the Company (the “Board”) upon the recommendation of the Compensation Committee of the Board. The Lally Amendment provides that if Mr. Lally is terminated without cause or if he voluntarily terminates his employment for good reason outside of the context of a change in control, Mr. Lally’s severance benefits would be paid over the course of two (2) years. The Lally Amendment further provides that if Mr. Lally is terminated without cause or if he voluntarily terminates his employment for good reason in connection with a change in control (a “Change in Control Termination”), Mr. Lally will be entitled to (i) a lump sum cash payment equal to thirty-six (36) months of base salary, (ii) a lump sum cash payment equal to three (3) times the greater of (x) the average of the actual cash bonuses paid to Mr. Lally under the Company’s short-term incentive plan (the “STIP”) with respect to the two (2) fiscal years preceding the date of Mr. Lally’s termination of employment, and (y) the cash target incentive under the STIP for the year of Mr. Lally’s termination of employment as though all “target levels” of performance for such year are completely achieved, (iii) a pro-rated short-term incentive award for the year in which Mr. Lally’s termination of employment occurs, (iv) continued medical benefits for a period of eighteen (18) months following Mr. Lally’s termination of employment, and (v) a lump sum cash payment equal to the value of an additional eighteen (18) months of continuation of medical benefits. In addition, if Mr. Lally experiences a Change in Control Termination, his performance-based equity awards will vest at the greater of target level or the level that corresponds to the Company’s actual performance as of the date of Mr. Lally’s termination of employment. The Lally Amendment further expands the geographic scope of Mr. Lally’s non-competition covenant to reflect the expansion of the Company’s operating territory since his original employment agreement was executed.

Amendment to Keene S. Turner’s Executive Employment Agreement

On August 4, 2023, the Company entered into an amendment (the “Turner Amendment”) to its employment agreement, originally dated September 13, 2013 and amended effective February 27, 2015 and October 29, 2015, with Keene S. Turner, the Senior Executive Vice President, Chief Financial Officer of the Company and the Bank. Among other things, the Turner Amendment provides that if Mr. Turner is terminated without cause or if he voluntarily terminates his employment for good reason and such termination does not constitute a Change in Control Termination, in addition to the benefits to which he is currently entitled under his employment agreement, Mr. Turner would also be entitled to one (1) year of continued medical benefits. The Turner Amendment further provides that if Mr. Turner experiences a Change in Control Termination, the bonus portion of his cash severance payment will be calculated based on the greater of (x) the average of the actual cash bonuses paid to Mr.
55

Turner under the STIP with respect to the two (2) fiscal years preceding the date of his termination of employment, and (y) the cash target incentive under the STIP for the year of his termination of employment as though all “target levels” of performance for such year are completely achieved, and in addition to the benefits to which he is currently entitled under his employment agreement, Mr. Turner would be entitled to two (2) years of continued medical benefits. In addition, if Mr. Turner experiences a Change in Control Termination, his performance-based equity awards will vest at the greater of target level or the level that corresponds to the Company’s actual performance as of the date of Mr. Turner’s termination of employment. The Turner Amendment further expands the geographic scope of Mr. Turner’s non-competition covenant to reflect the expansion of the Company’s operating territory since his original employment agreement was executed. In the event that any payments Mr. Turner would receive in connection with a change in control would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (“Section 280G”), the Turner Amendment provides that such payments will be reduced to the extent that such reduction would cause Mr. Turner’s net after-tax benefit to be greater than the net after-tax benefit he would have received had the Company paid the full amount of the transaction payments.

Amendment to Scott R. Goodman’s Executive Employment Agreement

On August 4, 2023, the Company entered into an amendment (the “Goodman Amendment”) to its employment agreement, originally dated January 1, 2005 and amended effective December 31, 2008 and October 11, 2013, with Scott R. Goodman, the Senior Executive Vice President of the Company and President of the Bank. Among other things, the Goodman Amendment provides that if Mr. Goodman is terminated without cause or if he voluntarily terminates his employment for good reason and such termination does not constitute a Change in Control Termination, Mr. Goodman’s severance benefits would be paid over the course of one (1) year, and in addition to the benefits to which he is currently entitled under his employment agreement, Mr. Goodman would also be entitled to one (1) year of continued medical benefits. The Goodman Amendment provides that if Mr. Goodman experiences a Change in Control Termination, the bonus portion of his cash severance payment will be calculated based on the greater of (x) the average of the actual cash bonuses paid to Mr. Goodman under the STIP with respect to the two (2) fiscal years preceding the date of his termination of employment, and (y) the cash target incentive under the STIP for the year of his termination of employment as though all “target levels” of performance for such year are completely achieved, and in addition to the benefits to which he is currently entitled under his employment agreement, Mr. Goodman will also be entitled to two (2) years of continued medical benefits. In addition, if Mr. Goodman experiences a Change in Control Termination, his performance-based equity awards will vest at the greater of target level or the level that corresponds to the Company’s actual performance as of the date of Mr. Goodman’s termination of employment. The Goodman Amendment further expands the geographic scope of Mr. Goodman’s non-competition covenant to reflect the expansion of the Company’s operating territory since his original employment agreement was executed. In the event that any payments Mr. Goodman would receive in connection with a change in control would constitute “parachute payments” within the meaning of Section 280G, the Goodman Amendment provides that such payments will be reduced to the extent that such reduction would cause Mr. Goodman’s net after-tax benefit to be greater than the net after-tax benefit he would have received had the Company paid the full amount of the transaction payments.

Amendment to Douglas N. Bauche’s Executive Employment Agreement

On August 4, 2023, the Company entered into an amendment (the “Bauche Amendment”) to its employment agreement, originally dated October 24, 2019, with Douglas N. Bauche, the Senior Executive Vice President, Chief Credit Officer of the Company and the Bank. Among other things, the Bauche Amendment provides that if Mr. Bauche experiences a Change in Control Termination, he will be entitled to (i) a lump sum cash payment equal to twenty-four (24) months of base salary, (ii) a lump sum cash payment equal to two (2) times the greater of (x) the average of the actual cash bonuses paid to Mr. Bauche under the STIP with respect to the two (2) fiscal years preceding the date of his termination of employment, and (y) the cash target incentive under the STIP for the year of his termination of employment as though all “target levels” of performance for such year are completely achieved, (iii) a pro-rated short-term incentive award for the year in which Mr. Bauche’s termination of employment occurs, and (iv) continued medical benefits for twenty-four (24) months following Mr. Bauche’s termination of employment. In addition, if Mr. Bauche experiences a Change in Control Termination, his performance-based equity awards will vest at the greater of target level or the level that corresponds to the Company’s actual performance as of the date of Mr. Bauche’s termination of employment. The Bauche Amendment further expands the geographic scope of Mr. Bauche’s non-competition covenant to reflect the expansion of the Company’s operating territory since his original employment agreement was executed.


Amendment to Nicole M. Iannacone’s Executive Employment Agreement

On August 4, 2023, the Company entered into an amendment (the “Iannacone Amendment”) to its employment agreement, originally dated October 24, 2019, with Nicole M. Iannacone, the Senior Executive Vice President, Chief Legal Officer and Corporate Secretary of the Company and the Bank. Among other things, the Iannacone Amendment provides that if Ms. Iannacone experiences a Change in Control Termination, she will be entitled to (i) a lump sum cash payment equal to twenty-four (24) months of base salary, (ii) a lump sum cash payment equal to two (2) times the greater of (x) the average of the actual cash bonuses paid to Ms.
56

Iannacone under the STIP with respect to the two (2) fiscal years preceding the date of her termination of employment, and (y) the cash target incentive under the STIP for the year of her termination of employment as though all “target levels” of performance for such year are completely achieved, (iii) a pro-rated short-term incentive award for the year in which Ms. Iannacone’s termination of employment occurs, and (iv) continued medical benefits for twenty-four (24) months following Ms. Iannacone’s termination of employment. In addition, if Ms. Iannacone experiences a Change in Control Termination, her performance-based equity awards will vest at the greater of target level or the level that corresponds to the Company’s actual performance as of the date of Ms. Iannacone’s termination of employment. The Iannacone Amendment further expands the geographic scope of Ms. Iannacone’s non-competition covenant to reflect the expansion of the Company’s operating territory since her original employment agreement was executed.

The foregoing descriptions of the material terms of the foregoing amended employment agreements do not purport to be complete and are qualified in their entirety be reference to the relevant exhibits. Copies of the amendments for each of Messrs. Lally, Turner, Goodman, Bauche and Iannacone are attached as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 respectively.


ITEM 6: EXHIBITS

Exhibit No.    Description

3.1    Certificate of Incorporation of Registrant, (incorporated herein by reference to Exhibit 3.1 of Registrant's Registration Statement on Form S-1 filed on December 16, 1996 (File No. 333-14737)).

3.2    Amendment to the Certificate of Incorporation of Registrant (incorporated herein by reference to Exhibit 4.2 to Registrant's Registration Statement on Form S-8 filed on July 1, 1999 (File No. 333-82087)).

3.3    Amendment to the Certificate of Incorporation of Registrant (incorporated herein by reference to Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for the period ending September 30, 1999 (File No. 001-15373)).

3.4    Amendment to the Certificate of Incorporation of Registrant (incorporated herein by reference to Exhibit 99.2 to Registrant's Current Report on Form 8-K filed on April 30, 2002 (File No. 001-15373)).

3.5    Amendment to the Certificate of Incorporation of Registrant (incorporated herein by reference to Appendix A to Registrant's Proxy Statement on Form 14-A filed on November 20, 2008 (File No. 001-15373)).

3.6    Amendment to the Certificate of Incorporation of Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the period ending June 30, 2014 (File No. 001-15373)).

3.7    Amendment to the Certificate of Incorporation of Registrant (incorporated herein by reference to Exhibit 3.8 to Registrant’s Quarterly Report on Form 10-Q filed on July 26, 2019 (File No. 001-15373)).

3.8    Amendment to Certificate of Incorporation of Registrant (incorporated herein by reference to Exhibit 3.9 to Registrant's Quarterly Report on Form 10-Q filed on July 30, 2021 (File No. 001-15373)).

3.9    Certificate of Designations of Registrant for Fixed Rate Cumulative Perpetual Preferred Stock, Series A, dated December 17, 2008 (incorporated herein by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on December 23, 2008 (File No. 001-15373)).

3.10    Certificate of Elimination of Registrant’s Certificate of Designation, Preferences, and Rights of the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, dated November 9, 2021 (incorporated herein by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on November 9, 2021 (File No. 001-15373)).

3.11    Certificate of Designation of Registrant of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, dated November 16, 2021 (incorporated herein by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on November 17, 2021 (File No. 001-15373)).

3.12     Amended and Restated Bylaws of Registrant (incorporated herein by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on June 12, 2015 (File No. 001-15373)).

57

4.1    Long-term borrowing instruments are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Company undertakes to furnish copies of such instruments to the Securities and Exchange Commission upon request.

*10.1    First Amendment to Executive Employment Agreement, by and between the Company and James B. Lally, dated as of August 4, 2023.

*10.2    Third Amendment to Executive Employment Agreement, by and between the Company and Keene S. Turner, dated as of August 4, 2023.

*10.3    Third Amendment to Executive Employment Agreement, by and between the Company and Scott R. Goodman, dated as of August 4, 2023.

*10.4    First Amendment to Executive Employment Agreement, by and between the Company and Douglas N. Bauche, dated as of August 4, 2023.

*10.5    First Amendment to Executive Employment Agreement, by and between the Company and Nicole M. Iannacone, dated as of August 4, 2023.
    
*31.1    Chief Executive Officer’s Certification required by Rule 13(a)-14(a).

*31.2    Chief Financial Officer’s Certification required by Rule 13(a)-14(a).

**32.1    Chief Executive Officer Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to section § 906 of the Sarbanes-Oxley Act of 2002.

**32.2    Chief Financial Officer Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to section § 906 of the Sarbanes-Oxley Act of 2002.

101.INS    XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH    Inline XBRL Taxonomy Extension Schema Document.

101.CAL    Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB    Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE    Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF    Inline XBRL Taxonomy Extension Definitions Linkbase Document.

104    The cover page of Enterprise Financial Services Corp’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL (contained in Exhibit 101).

* Filed herewith
** Furnished herewith. Notwithstanding any incorporation of this Quarterly Statement on Form 10-Q in any other filing by the Registrant, Exhibits furnished herewith and designated with two (**) shall not be deemed incorporated by reference to any other filing unless specifically otherwise set forth herein or therein.
58


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clayton, State of Missouri, on the day of August 4, 2023.
 
ENTERPRISE FINANCIAL SERVICES CORP
   
  By: /s/ James B. Lally  
James B. Lally
Chief Executive Officer
   
  By:  /s/ Keene S. Turner  
Keene S. Turner
Chief Financial Officer


59
EX-10.1 2 a2023630-ex101.htm EX-10.1 Document

FIRST AMENDMENT TO ENTERPRISE FINANCIAL SERVICES CORP
EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), is made by and between James B. Lally (the “Executive”) and ENTERPRISE FINANCIAL SERVICES CORP, a Delaware corporation (the “Company”) effective as of August 4, 2023 (the “Effective Date”).

WHEREAS, the Company and the Executive entered into an Executive Employment Agreement dated as of May 2, 2017 (the “Original Agreement”); and

WHEREAS, the Company and the Executive have mutually agreed to amend the Original Agreement;

NOW, THEREFORE, the Original Agreement is amended to read as follows:

1. Section 5.2(a) shall be amended to read as follows:

“(a) an amount equal to twenty-four (24) months of Executive’s Base Salary as in effect immediately prior to the Termination Date. Such amount will be payable over a period of two (2) years following such termination in accordance with the Company’s normal payroll practices, at normal payroll duties and subject to applicable withholdings, subject to the satisfaction of the conditions set forth in Section 5.6. The first payment will be made on the first payroll date following the 60th day after Executive’s separation from service and all such payments will be considered separate payments for purposes of Section 409A of the Code;”

2. Section 5.2(b) shall be amended to read as follows:

“(b) an amount equal to two (2) times the greater of (x) the average of the actual cash bonus under the STIP awarded to Executive with respect to the two fiscal years preceding the date of termination of Executive’s employment, and (y) the cash Targeted Incentive under the STIP for the year in which such termination occurs as though all “target levels” of performance for such year are fully and completely achieved. Such amount will be payable over a period of two (2) years following such termination in accordance with the Company’s normal payroll practices, at normal payroll duties and subject to applicable withholdings, subject to the satisfaction of the conditions set forth in Section 5.6. The first payment will be made on the first payroll date following the 60th day after Executive’s separation from service and all such payments will be considered separate payments for purposes of Section 409A of the Code;”

3. Section 5.5 shall be amended to read as follows:

5.5 Due to Change in Control. In the event that three (3) months prior to or twenty-four (24) months following a Change in Control, Executive terminates his employment hereunder with Good Reason or the Company terminates Executive’s employment hereunder without Cause (a “Termination Upon a Change in Control”), then, in lieu of the payments otherwise due to Executive under Section 5.2 above, the Term shall expire on the Termination Date and Executive shall be entitled to the following benefits:



(a) a single sum cash amount equal to thirty-six (36) months of Executive’s Base Salary as in effect immediately prior to the Termination Date payable on the sixtieth (60th) day following his Termination Date;

(b) an amount equal to three (3) times the greater of (x) the average of the actual cash bonus under the STIP awarded to Executive with respect to the two (2) fiscal years preceding the date of termination of Executive’s employment, and (y) the cash Targeted Incentive under the STIP for the year in which such termination occurs, as though all “target levels” of performance for such year are fully and completely achieved, payable on the sixtieth (60th) day following his Termination Date;

(c) an amount equal to the product of (x) the cash Targeted Incentive under the STIP for the year in which such termination occurs, as though all “target levels” of performance for such year are fully and completely achieved, and (y) a fraction, the numerator of which is the number of days that have elapsed in the year such termination occurs before the Termination Date, and the denominator of which is 365, payable on the sixtieth (60th) day following his Termination Date;

(d) continued Medical Benefits to the same extent Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period of eighteen (18) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph;

(e) an additional single sum cash amount equal to the fair market value of eighteen (18) months of continued Medical Benefits, payable on the sixtieth (60th) day following the Termination Date;

(f) for all performance-based equity awards outstanding as of the Termination Date, the vesting requirements will be deemed satisfied at the greater of target level or actual performance (with actual performance based on either projected performance through the end of the performance period or completed performance as of the Termination Date, as determined by the Committee in its sole discretion); and

(g) the Accrued Obligations.

4. Section 8.3 shall be amended to read as follows:

8.3 Non-Competition. Executive agrees that, during the period of Executive’s employment with the Company and its Affiliates and for a period of either (i) twelve (12) months following any termination of such employment, but excluding a termination by the Company without Cause, by Executive for Good Reason or a Termination Upon a Change in Control, or (ii) twenty-four (24) months following a termination by the Company without Cause, by


Executive for Good Reason or a Termination Upon a Change in Control (the “Restricted Period”), Executive shall not, without the prior written consent of the Company, directly or indirectly, own, manage, operate, control, be connected with as an officer, employee, partner, consultant or otherwise, or otherwise engage or participate in (except as an employee of the Company or its Affiliates) any Person engaged in the operation, ownership or management of a bank, trust company, wealth management or financial services business in any market service area set forth in Exhibit B to this Agreement. Notwithstanding the foregoing, the ownership by Executive of less than 1% of any class of the outstanding capital stock of any corporation conducting such a competitive business which is regularly traded on a national securities exchange or in the over-the-counter market shall not be a violation of the foregoing covenant.

5. The Original Agreement shall be amended to add a new Exhibit B, which is attached to this Amendment.

6. Except as expressly amended pursuant to this Amendment, the Original Agreement shall continue in full force and effect without modification.

7. Capitalized terms not defined herein shall have the meaning given them in the Original Agreement unless the context clearly and unambiguously requires otherwise.

[Signature page follows]



IN WITNESS WHEREOF, the undersigned have executed this First Amendment on the Effective Date.

ENTERPRISE FINANCIAL SERVICES CORP


By: /s/ Michael A. DeCola
Name: Michael A. DeCola
Title: Chairman of the Board of Directors

EXECUTIVE:


/s/ James B. Lally
James B. Lally



EX-10.2 3 a2023630-ex102.htm EX-10.2 Document

THIRD AMENDMENT TO ENTERPRISE FINANCIAL SERVICES CORP
EXECUTIVE EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), is made by and between Keene S. Turner (the “Executive”) and ENTERPRISE FINANCIAL SERVICES CORP, a Delaware corporation (the “Company”) effective as of August 4, 2023 (the “Effective Date”).

WHEREAS, the Company and the Executive entered into an Executive Employment Agreement dated as of September 13, 2013, as amended by that First Amendment to Executive Employment Agreement dated February 27, 2015, and that Second Amendment to Executive Employment Agreement dated October 29, 2015 (as amended, the “Original Agreement”); and

WHEREAS, the Company and the Executive have mutually agreed to amend the Original Agreement;

NOW, THEREFORE, the Original Agreement is amended to read as follows:

1. Section 1 shall be amended to read as follows:

1. Employment. Subject to the terms and conditions set forth in this Agreement, the Company hereby employs Executive for the Employment Term as hereafter defined. During the Employment Term, Executive shall serve as Senior Executive Vice President, Chief Financial Officer of the Company. Executive shall have the duties, powers and authority as are consistent with his position, including such other duties and responsibilities as are reasonably delegated him from time to time by the President and Chief Executive Officer of the Company (the “CEO”), including taking positions with Subsidiaries (as defined below) of the Company. Executive shall serve as Chief Financial Officer of Enterprise Bank & Trust. Executive shall report to the CEO. Executive shall comply with all policies and procedures of the Company generally applicable to Executive. Executive hereby accepts such employment and agrees to serve the Company in such capacities for the Employment Term.

2. Section 5.2(a) shall be amended to read as follows:

(a) Subject to the conditions of Section 5.2(b) and Section 6, in the event Executive’s employment is terminated in a Termination Other Than for Cause, provided that such termination constitutes a Separation from Service (as defined in Section 6.1), in addition to payments contemplated by Section 5.1, the Company shall pay Executive as severance compensation:

(i) (A) an aggregate amount equal to one (1) year’s Base Salary, at the rate payable at the time of such termination, plus (B) an aggregate amount equal to any annual cash Targeted Incentives for the year in which such termination occurs as though all “target levels” of performance for such year are fully and completely achieved. Such amounts will be payable over a period of one (1) year following such Termination Other Than for Cause in accordance with the Company’s normal payroll practices, at normal payroll payment dates and subject to applicable withholding; and Subject to the satisfaction of the conditions specified in Section 5.2(b), the first payment will be made on the first payroll date following the 60th day after Executive’s Separation from Service and all such payments will be considered separate payments for purposes of Section 409A (as defined below).



(ii) continued medical benefits to the same extent Executive participated prior to the date of his termination of employment (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period of twelve (12) months following his date of termination; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within ten (10) days of satisfaction of the requirements set forth in Section 5.2(b), in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph.


3. Section 5.3(a) shall be amended to read as follows:

(a) Subject to the conditions of Section 5.3(b) and Section 6, in the event Executive’s employment is terminated in a Termination Upon a Change in Control (as defined below), provided that such termination constitutes a Separation from Service as defined in Section 6.1, in addition to payments contemplated by Section 5.1, Executive shall be paid the following as severance compensation:

(i) an amount equal to two (2) years of Executive’s Base Salary at the rate in effect on his termination of employment payable within ten (10) days of satisfaction of the requirements set forth in Section 5.3(b);

(ii) an aggregate amount equal to two (2) times the greater of (x) the average of the actual cash bonus under the short-term incentive plan awarded to Executive with respect to the two (2) fiscal years preceding Executive’s Termination Date, and (y) any annual cash Targeted Incentives for the year in which such termination occurs as though all “target levels” of performance for such year are fully and completely achieved, payable within ten (10) days of satisfaction of the requirements set forth in Section 5.3(b);

(iii) an amount equal to the product of (A) the cash Targeted Incentive for the year in which such termination occurs, as though all “target levels” of performance for such year are fully and completely achieved, and (B) a fraction, the numerator of which is the number of days that have elapsed in the year such termination occurs before the Termination Date, and the denominator of which is 365, payable within ten (10) days of satisfaction of the requirements set forth in Section 5.3(b);

(iv) continued medical benefits to the same extent Executive participated prior to the date of his termination of employment (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period of twenty-four (24) months following his date of termination; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within ten (10) days of satisfaction of the requirements set forth in Section 5.3(b), in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph; and



(v) for all performance-based equity awards outstanding as of the Termination Date, the vesting requirements will be deemed satisfied at the greater of target level or actual performance (with actual performance based on either projected performance through the end of the performance period or completed performance as of the Termination Date, as determined by the Committee in its sole discretion).

4. Section 10.1 shall be amended to read as follows:

10.1 Non-Competition. Because of Executive’s unique and specialized position within Company and Executive’s access to and familiarity with Company’s Confidential business methodologies, Executive agrees that, during the Employment Term and for a period of one (1) year following a termination of Executive’s employment for any reason (the “Non-Compete Period”), Executive shall not, without the prior written consent of the Company, directly or indirectly, own, manage, operate, control, be connected with as an officer, employee, partner, consultant or otherwise, or otherwise engage or participate in (except as an employee of the Company, or its Affiliates) any Person engaged in the operation, ownership or management of a bank, trust company, wealth management or financial services business in any market service area set forth in Exhibit B to this Agreement. Notwithstanding the foregoing, the ownership by Executive of less than 1% of any class of the outstanding capital stock of any corporation conducting such a competitive business which is regularly traded on a national securities exchange or in the over-the-counter market shall not be a violation of the foregoing covenant.

5. The Original Agreement shall be amended to add a new Section 11, and the subsequent sections shall be renumbered accordingly. Section 11 shall read as follows:

11. Section 280G.

11.1 If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise (“Transaction Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code; and (b) the net after-tax benefit that Executive would receive by reducing the Transaction Payments to three times the “base amount,” as defined in Section 280G(b)(3) of the Code, (the “Parachute Threshold”) is greater than the net after-tax benefit Executive would receive if the full amount of the Transaction Payments were paid to Executive, then the Transaction Payments payable to Executive shall be reduced (but not below zero) so that the Transaction Payments due to Executive do not exceed the amount of the Parachute Threshold, reducing first any Transaction Payments under Section 5.3(a) hereof.

11.2 Unless Executive and the Company otherwise agree in writing, any determination required under this section shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. The Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.


The Accountants shall provide detailed supporting calculations to the Company and Executive as requested by the Company or Executive at least thirty (30) days prior to the date the excise tax imposed by Section 4999 of the Code (including any interest, penalties or additions to tax relating thereto) is required to be paid by Executive or withheld by the Company. Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by Executive with the Accountants for tax planning under Sections 280G and 4999 of the Code.

11.3 The Company hereby agrees that, for purposes of determining whether any Transaction Payment would be subject to the excise tax under Section 4999 of the Code, the non-compete set forth in Section 10.1 shall be treated as an agreement for the performance of personal services. The Company hereby agrees to indemnify, defend, and hold harmless Executive from and against any adverse impact, tax, penalty, or excise tax resulting from the Company or Accountants’ attribution of a value to the non-compete set forth in Section 10.1 that is less than the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K in the year prior to year of the event that triggers the excise tax, to the extent the use of such lesser amount results in a larger excise tax under Section 4999 of the Code than Executive would have been subject to had the Company or Accountants attributed a value to the non-compete set forth in Section 10.1 that is at least equal to the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K for such year.

6. The Original Agreement shall be amended to add a new Exhibit B, which is attached to this Amendment.

7. Except as expressly amended pursuant to this Amendment, the Original Agreement shall continue in full force and effect without modification.

8. Capitalized terms not defined herein shall have the meaning given them in the Original Agreement unless the context clearly and unambiguously requires otherwise.

[Signature page follows]




IN WITNESS WHEREOF, the undersigned have executed this Amendment on the Effective Date.

ENTERPRISE FINANCIAL SERVICES CORP


By: /s/ James B. Lally
Name: James B. Lally
Title: Chief Executive Officer

EXECUTIVE:


/s/ Keene S. Turner
Keene S. Turner




EX-10.3 4 a2023630-ex103.htm EX-10.3 Document

THIRD AMENDMENT TO ENTERPRISE FINANCIAL SERVICES CORP
EXECUTIVE EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), is made by and between Scott R. Goodman (the “Executive”) and ENTERPRISE FINANCIAL SERVICES CORP, a Delaware corporation (the “Company”) effective as of August 4, 2023 (the “Effective Date”).

WHEREAS, the Company and the Executive entered into an Amended and Restated Executive Employment Agreement dated as of October 11, 2013 (the “Original Agreement”); and

WHEREAS, the Company and the Executive have mutually agreed to amend the Original Agreement;

NOW, THEREFORE, the Original Agreement is amended to read as follows:

1. Section 1 shall be amended to read as follows:

1. Employment. Subject to the terms and conditions set forth in this Agreement, the Company hereby employs Executive for the Employment Term as hereafter defined. During the Employment Term, Executive shall serve as Senior Executive Vice President of the Company. Executive shall have the duties, powers and authority as are consistent with his position, including such other duties and responsibilities as are reasonably delegated him from time to time by the President and Chief Executive Officer of the Company (the “CEO”), including taking positions with Subsidiaries (as defined below) of the Company. Executive shall serve as President of Enterprise Bank & Trust. Executive shall report to the CEO. Executive shall comply with all policies and procedures of the Company generally applicable to Executive. Executive hereby accepts such employment and agrees to serve the Company in such capacities for the Employment Term.


2. Section 5.2(a) shall be amended to read as follows:

(a) Subject to the conditions of Section 5.2(b) and Section 6, in the event Executive’s employment is terminated in a Termination Other Than for Cause, provided that such termination constitutes a Separation from Service (as defined in Section 6.1), in addition to payments contemplated by Section 5.1, the Company shall pay Executive as severance compensation (the “Severance Compensation”):

(i) an aggregate amount equal to one (1) year’s Base Salary, at the rate payable at the time of such termination, plus an aggregate amount equal to any annual cash Targeted Incentives for the year in which such termination occurs as though all “target levels” of performance for such year are fully and completely achieved, payable over a period of one (1) year following such termination in accordance with the Company’s normal payroll practices, at normal payroll duties and subject to applicable taxes and withholdings, on the sixtieth (60th) day after Executive’s Separation from Service; and (a) Subject to the conditions of Section 5.3(b) and Section 6, in the event Executive’s employment is terminated in a Termination Upon a Change in Control (as defined below), provided that such termination constitutes a Separation from Service as defined in Section 6.1, in addition to payments contemplated by Section 5.1, Executive shall be paid the sum of the following amounts (the “Change in Control Compensation”):



(ii) continued medical benefits to the same extent Executive participated prior to the date of his termination of employment (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period of twelve (12) months following his date of termination; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within ten (10) days of satisfaction of the requirements set forth in Section 5.2(b), in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph.

3. Section 5.3(a) shall be amended to read as follows:


(i) An aggregate amount equal to two (2) years of Executive’s Base Salary at the rate in effect on his termination of employment, discounted to the net present value of such payments using as a discount rate, the prime rate as reported in the Wall Street Journal as of the date of such termination of employment, plus an amount equal to two (2) times the greater of (x) the average of the actual cash bonus under the short-term incentive plan awarded to Executive with respect to the two (2) fiscal years preceding Executive’s Termination Date, and (y) the amount of any annual cash Targeted Incentives for the year in which such termination occurs as though all “target levels” of performance for such year are fully and completely achieved, payable within ten (10) days of satisfaction of the requirements set forth in Section 5.3(b);

(ii) an amount equal to the product of (A) the cash Targeted Incentive for the year in which such termination occurs, as though all “target levels” of performance for such year are fully and completely achieved, and (B) a fraction, the numerator of which is the number of days that have elapsed in the year such termination occurs before the Termination Date, and the denominator of which is 365, payable within ten (10) days of satisfaction of the requirements set forth in Section 5.3(b);

(iii) continued medical benefits to the same extent Executive participated prior to the date of his termination of employment (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period of twenty-four (24) months following his date of termination of employment; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within ten (10) days of satisfaction of the requirements set forth in Section 5.3(b), in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph; and

(iv) for any performance-based equity awards outstanding as of the Termination Date, the vesting requirements will be deemed satisfied at the greater of target level or actual performance (with actual performance based on either projected performance through the end of the performance period or completed performance as of the Termination Date, as determined by the Committee in its sole discretion).



4. Section 10.1 shall be amended to read as follows:

10.1 Non-Competition. Because of Executive’s unique and specialized position within Company and Executive’s access to and familiarity with Company’s Confidential business methodologies, Executive agrees that, during the Employment Term and for a period of one year following a termination of Executive’s employment for any reason (the “Non-Compete Period”), Executive shall not, without the prior written consent of the Company, directly or indirectly, own, manage, operate, control, be connected with as an officer, employee, partner, consultant or otherwise, or otherwise engage or participate in (except as an employee of the Company, or its Affiliates) any Person engaged in the operation, ownership or management of a bank, trust company, or bank holding company in any market service area set forth in Exhibit B to this Agreement. Notwithstanding the foregoing, (a) Executive’s employment during the Non-Compete Period by an entity that engages in the operation or management of a bank or trust company in addition to other business services shall not, in and of itself, be a violation of the foregoing provided that Executive is in no way directly or indirectly involved in (i) the management or operation of such bank or trust company or (ii) marketing or sales of banking or trust services; and (b) the ownership by Executive of less than 1% of any class of the outstanding capital stock of any corporation conducting such a competitive business which is regularly traded on a national securities exchange or in the over-the-counter market shall not be a violation of the foregoing covenant.

5. The Original Agreement shall be amended to add a new Section 11, and the subsequent sections shall be renumbered accordingly. Section 11 shall read as follows:

11. Section 280G.

11.1 If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise (“Transaction Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code; and (b) the net after-tax benefit that Executive would receive by reducing the Transaction Payments to three times the “base amount,” as defined in Section 280G(b)(3) of the Code, (the “Parachute Threshold”) is greater than the net after-tax benefit Executive would receive if the full amount of the Transaction Payments were paid to Executive, then the Transaction Payments payable to Executive shall be reduced (but not below zero) so that the Transaction Payments due to Executive do not exceed the amount of the Parachute Threshold, reducing first any Transaction Payments under Section 5.3(a) hereof.

11.2 Unless Executive and the Company otherwise agree in writing, any determination required under this section shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. The Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.


The Accountants shall provide detailed supporting calculations to the Company and Executive as requested by the Company or Executive at least thirty (30) days prior to the date the excise tax imposed by Section 4999 of the Code (including any interest, penalties or additions to tax relating thereto) is required to be paid by Executive or withheld by the Company. Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by Executive with the Accountants for tax planning under Sections 280G and 4999 of the Code.

11.3 The Company hereby agrees that, for purposes of determining whether any Transaction Payment would be subject to the excise tax under Section 4999 of the Code, the non-compete set forth in Section 10.1 shall be treated as an agreement for the performance of personal services. The Company hereby agrees to indemnify, defend, and hold harmless Executive from and against any adverse impact, tax, penalty, or excise tax resulting from the Company or Accountants’ attribution of a value to the non-compete set forth in Section 10.1 that is less than the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K in the year prior to year of the event that triggers the excise tax, to the extent the use of such lesser amount results in a larger excise tax under Section 4999 of the Code than Executive would have been subject to had the Company or Accountants attributed a value to the non-compete set forth in Section 10.1 that is at least equal to the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K for such year.

6. The Original Agreement shall be amended to add a new Exhibit B, which is attached to this Amendment.

7. Except as expressly amended pursuant to this Third Amendment, the Original Agreement shall continue in full force and effect without modification.

8. Capitalized terms not defined herein shall have the meaning given them in the Original Agreement unless the context clearly and unambiguously requires otherwise.

[Signature page follows]




IN WITNESS WHEREOF, the undersigned have executed this Amendment on the Effective Date.

ENTERPRISE FINANCIAL SERVICES CORP


By: /s/James B. Lally
Name: James B. Lally
Title: Chief Executive Officer

EXECUTIVE:


/s/ Scott R. Goodman
Scott R. Goodman




EX-10.4 5 a2023630-ex104.htm EX-10.4 Document

FIRST AMENDMENT TO ENTERPRISE FINANCIAL SERVICES CORP
EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), is made by and between Douglas N. Bauche (the “Executive”) and ENTERPRISE FINANCIAL SERVICES CORP, a Delaware corporation (the “Company”) effective as of August 4, 2023 (the “Effective Date”).

WHEREAS, the Company and the Executive entered into an Amended and Restated Executive Employment Agreement dated as of March 1, 2019 (as amended, the “Original Agreement”); and

WHEREAS, the Company and the Executive have mutually agreed to amend the Original Agreement;

NOW, THEREFORE, the Original Agreement is amended to read as follows:

1. Section 2.1 shall be amended to read as follows:

2.1. Position and Duties. During the Term, Executive shall serve as Senior Executive Vice President, Chief Credit Officer of the Company. Executive shall have the duties, powers and authority as are consistent with his position, including such other duties and responsibilities as are reasonably delegated him from time to time by the President and Chief Executive Officer of the Company (the “CEO”), including taking positions with Subsidiaries (as defined below) of the Company. Executive shall report to the CEO.
2. Section 5.5 shall be amended to read as follows:

5.5 Due to Change in Control. In the event that three (3) months prior to or twelve (12) months following a Change in Control, Executive terminates his employment hereunder with Good Reason or the Company terminates Executive’s employment hereunder without Cause, then, in lieu of the payments otherwise due to Executive under Section 5.2 above, the Term shall expire on the Termination Date and Executive shall be entitled to:

(a) a single sum cash amount equal to twenty-four (24) months of Executive’s Salary as in effect immediately prior to the Termination Date payable on the sixtieth (60th) day following his Termination Date;

(b) a single sum cash amount equal to two (2) times the greater of (x) the average of the actual cash bonus under the short-term incentive plan awarded to Executive with respect to the two (2) fiscal years preceding Executive’s Termination Date, and (y) the annual cash Targeted Incentive for the year in which such termination occurs as though all “target levels” of performance for such year are fully and completely achieved payable on the sixtieth (60th) day following his Termination Date; days that have elapsed in the year such termination occurs before the Termination Date, and the denominator of which is 365, payable on the sixtieth (60th) day following his Termination Date;

(c) an amount equal to the product of (x) the cash Targeted Incentive for the year in which such termination occurs, as though all “target levels” of performance for such year are fully and completely achieved, and (y) a fraction, the numerator of which is the number of



(d) continued medical (health, prescription drug, dental and vision) benefits to the same extent Executive participated prior to Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period of twenty-four (24) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph;

(e) for any performance-based equity awards outstanding as of the Termination Date, the vesting requirements will be deemed satisfied at the greater of target level or actual performance (with actual performance based on either projected performance through the end of the performance period or completed performance as of the Termination Date, as determined by the Committee in its sole discretion); and

(f) the Accrued Obligations.

3. Section 8.3 shall be amended to read as follows:

8.3 Non-Competition. Executive agrees that, during the Employment Term and for a period of (a) twelve (12) months following any termination of such employment under Sections 5.1, 5.2, 5.3, and 5.4; and (b) eighteen (18) months following any termination of such employment under Section 5.5 (the “Restricted Period”), Executive shall not, without the prior written consent of the Company, directly or indirectly, own, manage, operate, control, be connected with as an officer, employee, partner, consultant or otherwise, or otherwise engage or participate in (except as an employee of the Company or its Affiliates) any Person engaged in the operation ownership or management of a bank, trust company, wealth management or financial services business in any market service area set forth in Exhibit B to this Agreement. Notwithstanding the foregoing, the ownership by Executive of less than 1% of any class of the outstanding capital stock of any corporation conducting such a competitive business which is regularly traded on a national securities exchange or in the over-the-counter market shall not be a violation of the foregoing covenant.

4. The Original Agreement shall be amended to add a new Section 6.3, which shall read as follows:

6.3. The Company hereby agrees that, for purposes of determining whether any Transaction Payment would be subject to the excise tax under Section 4999 of the Code, the non-compete set forth in Section 8.3 shall be treated as an agreement for the performance of personal services. The Company hereby agrees to indemnify, defend, and hold harmless Executive from and against any adverse impact, tax, penalty, or excise tax resulting from the Company or Accountants’ attribution of a value to the non-compete set forth in Section 8.3 that is less than the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K in the year prior to year of the event that triggers the excise tax, to the extent the use of such lesser amount results in a larger excise tax under Section 4999 of the Code than Executive would have been subject to had the Company or Accountants attributed a value to the non-compete set forth in Section 8.3 that is at least equal to the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K for such year.



5. The Original Agreement shall be amended to add a new Exhibit B, which is attached to this Amendment.

6. Except as expressly amended pursuant to this Amendment, the Original Agreement shall continue in full force and effect without modification.

7. Capitalized terms not defined herein shall have the meaning given them in the Original Agreement unless the context clearly and unambiguously requires otherwise.

[Signature page follows]


IN WITNESS WHEREOF, the undersigned have executed this First Amendment on the Effective Date.

ENTERPRISE FINANCIAL SERVICES CORP


By: /s/ James B. Lally
Name: James B. Lally
Title: Chief Executive Officer

EXECUTIVE:


/s/ Douglas N. Bauche
Douglas N. Bauche





EX-10.5 6 a2023630-ex105.htm EX-10.5 Document

FIRST AMENDMENT TO ENTERPRISE FINANCIAL SERVICES CORP
EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is made by and between Nicole M. Iannacone (the “Executive”) and ENTERPRISE FINANCIAL SERVICES CORP, a Delaware corporation (the “Company”) effective as of August 4, 2023 (the “Effective Date”).

WHEREAS, the Company and the Executive entered into an Amended and Restated Executive Employment Agreement dated as of March 1, 2019 (as amended, the “Original Agreement”); and

WHEREAS, the Company and the Executive have mutually agreed to amend the Original Agreement;

NOW, THEREFORE, the Original Agreement is amended to read as follows:

1. Section 2.1 shall be amended to read as follows:

2.1 Position and Duties. During the Term, Executive shall serve as Senior Executive Vice President, Chief Legal Officer and Corporate Secretary of the Company. Executive shall have the duties, powers and authority as are consistent with Executive’s position, including such other duties and responsibilities as are reasonably delegated Executive from time to time by the President and Chief Executive Officer of the Company (the “CEO”), including taking positions with Subsidiaries (as defined below) of the Company. Executive shall report to the CEO.

2. Section 5.5 shall be amended to read as follows:

5.5 Due to Change in Control. In the event that three (3) months prior to or twelve (12) months following a Change in Control, Executive terminates her employment hereunder with Good Reason or the Company terminates Executive’s employment hereunder without Cause, then, in lieu of the payments otherwise due to Executive under Section 5.2 above, the Term shall expire on the Termination Date and Executive shall be entitled to:

(a) a single sum cash amount equal to twenty-four (24) months of Executive’s Salary as in effect immediately prior to the Termination Date payable on the sixtieth (60th) day following her Termination Date;

(b) a single sum cash amount equal to two (2) times the greater of (x) the average of the actual cash bonus under the short-term incentive plan awarded to Executive with respect to the two (2) fiscal years preceding Executive’s Termination Date, and (y) the annual cash Targeted Incentive for the year in which such termination occurs as though all “target levels” of performance for such year are fully and completely achieved payable on the sixtieth (60th) day following her Termination Date; days that have elapsed in the year such termination occurs before the Termination Date, and the denominator of which is 365, payable on the sixtieth (60th) day following the Termination Date;

(c) an amount equal to the product of (x) the cash Targeted Incentive for the year in which such termination occurs, as though all “target levels” of performance for such year are fully and completely achieved, and (y) a fraction, the numerator of which is the number of



(d) continued medical (health, prescription drug, dental and vision) benefits to the same extent Executive participated prior to Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period of twenty-four (24) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or her dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph;

(e) for any performance-based equity awards outstanding as of the Termination Date, the vesting requirements will be deemed satisfied at the greater of target level or actual performance (with actual performance based on either projected performance through the end of the performance period or completed performance as of the Termination Date, as determined by the Committee in its sole discretion); and

(f) the Accrued Obligations.


3. Section 8.3 shall be amended to read as follows:

8.3 Non-Competition. Executive agrees that, during the Employment Term and for a period of (a) twelve (12) months following any termination of such employment under Sections 5.1, 5.2, 5.3, and 5.4; and (b) eighteen (18) months following any termination of such employment under Section 5.5 (the “Restricted Period”), Executive shall not, without the prior written consent of the Company, directly or indirectly, own, manage, operate, control, be connected with as an officer, employee, partner, consultant or otherwise, or otherwise engage or participate in (except as an employee of the Company or its Affiliates) any Person engaged in the operation ownership or management of a bank, trust company, wealth management or financial services business in any market service area set forth in Exhibit B to this Agreement. Notwithstanding the foregoing, the ownership by Executive of less than 1% of any class of the outstanding capital stock of any corporation conducting such a competitive business which is regularly traded on a national securities exchange or in the over-the-counter market shall not be a violation of the foregoing covenant. The provisions of this paragraph shall be interpreted consistent with the requirements of Missouri Supreme Court Rule 4-5.6. Without limiting the foregoing, the Company and Executive agree and understand that the provisions of this paragraph prohibit Executive from serving in a business, operational and/or non-legal capacity but shall not otherwise prohibit or restrict Executive from providing legal advice and/or legal services to any Person.

4. The Original Agreement shall be amended to add a new Section 6.3, which shall read as follows:

6.3. The Company hereby agrees that, for purposes of determining whether any Transaction Payment would be subject to the excise tax under Section 4999 of the Code, the non-compete set forth in Section 8.3 shall be treated as an agreement for the performance of personal services.


The Company hereby agrees to indemnify, defend, and hold harmless Executive from and against any adverse impact, tax, penalty, or excise tax resulting from the Company or Accountants’ attribution of a value to the non-compete set forth in Section 8.3 that is less than the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K in the year prior to year of the event that triggers the excise tax, to the extent the use of such lesser amount results in a larger excise tax under Section 4999 of the Code than Executive would have been subject to had the Company or Accountants attributed a value to the non-compete set forth in Section 8.3 that is at least equal to the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K for such year.

5. The Original Agreement shall be amended to add a new Exhibit B, which is attached to this Amendment.

6. Except as expressly amended pursuant to this First Amendment, the Original Agreement shall continue in full force and effect without modification.

7. Capitalized terms not defined herein shall have the meaning given them in the Original Agreement unless the context clearly and unambiguously requires otherwise.

[Signature page follows]


IN WITNESS WHEREOF, the undersigned have executed this First Amendment on the Effective Date.

ENTERPRISE FINANCIAL SERVICES CORP


By: /s/ James B. Lally
Name: James B. Lally
Title: Chief Executive Officer

EXECUTIVE:


/s/ Nicole Iannacone
Nicole Iannacone



EX-31.1 7 a2023630-ex311.htm EX-31.1 Document

EXHIBIT 31.1
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
 
I, James B. Lally, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Enterprise Financial Services Corp;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 

By: /s/ James B. Lally Date: August 4, 2023
James B. Lally  
Chief Executive Officer  

EX-31.2 8 a2023630-ex312.htm EX-31.2 Document

EXHIBIT 31.2
 
CERTIFICATION OF CHIEF FINANCIAL OFFICER
 
I, Keene S. Turner, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Enterprise Financial Services Corp;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
By:   /s/ Keene S. Turner Date: August 4, 2023
Keene S. Turner  
Chief Financial Officer  

EX-32.1 9 a2023630-ex321.htm EX-32.1 Document

EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Enterprise Financial Services Corp (the “Company”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission (the “Report”), I, James B. Lally, Chief Executive Officer of the Company, certify to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as enacted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ James B. Lally
James B. Lally
Chief Executive Officer
August 4, 2023

EX-32.2 10 a2023630-ex322.htm EX-32.2 Document

EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Enterprise Financial Services Corp (the “Company”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission (the “Report”), I, Keene S. Turner, Chief Financial Officer of the Company, certify to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as enacted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ Keene S. Turner
Keene S. Turner
Chief Financial Officer
August 4, 2023