Ladies and gentlemen, thank you for standing by, and welcome to the Third Quarter 2020 Equity Bancshares, Inc. Earnings Conference Call. At this time, all participant lines are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions]. Please be advised that today's conference is being recorded. [Operator Instructions]. I would now like to hand the conference over to your host, Chris Navratil. Please go ahead.

Good morning, and thank you for joining Equity Bancshares conference call, which will include discussion and presentation of our third quarter 2020 results. Presentation slides to accompany our call are available via PDF for download at investor.equitybank.com by clicking the Presentation tab. You may also click the Event icon for today posted at investor.equitybank.com to view the webcast player. If you're viewing this call on our webcast player, please note that slides will not automatically advance. Please reference Slide 1, including important information regarding forward-looking statements. From time to time, we may make forward-looking statements within today's call and actual results may vary. Following the presentation, we will allow time for questions and further discussion. Thank you all for joining us. With that, I'd like to turn it over to Brad Elliott.

Thank you, Chris, and good morning. Thank you for joining our call, and your interest in Equity Bancshares. Joining me is Eric Newell, our CFO; Greg Kossover, our Chief Operating Officer; and our President, Craig Anderson. Despite the disruption and uncertainty of COVID-19, I'm excited with how the Equity Bank team has been able to achieve. Our company has accomplished many of our 2020 objectives, while dealing with the disruption of the weird operating world we currently face. We continue to protect and support our team members on the frontlines as they serve our customers and their communities. I can't remember a time that our capital has been better positioned to take advantage of opportunities that might come our way. We are poised for organic growth, and we'll keep looking for opportunistic banks that need merger partners. We intend to responsibly continue our share repurchase program and remain focused on key strategic initiatives that we must accomplish to become high-performing bank. I believe it is beneficial to have the goodwill impairment we discussed in our earnings release in our rearview mirror. It is a non-economic issue for our stakeholders and improves our operating ratios with no impact to our continued growth in tangible book value per share. Eric will detail our balance sheet and goodwill adjustment more in a moment. In our third quarter, we finished raising offensive capital totaling $75 million, which will allow us to take advantage of opportunities I previously mentioned. We successfully completed our joint regulatory exam with the Federal Reserve in the State of Kansas in the third quarter. Our tangible book value has grown 14% since the end of 2019 or $2.97 per share. We completed our 2019 stock repurchase program in September, repurchasing 383,000 shares, all of which were accretive to tangible book…

Thank you, Brad, and good morning. During the quarter, we identified a non-cash goodwill impairment totaling $104.8 million, which resulted in a GAAP loss of $6.01 for the quarter ending September 30th. Driving this impairment is the drop in bank stocks overall, including the company's common stock price, resulting in a lower fair value of our capital versus book value prior to the impairment, the reduction in market multiples of peers used in our valuation analysis, our cash flow forecast in light of uncertainty related to the pandemic and higher discount rates given the environment. The impairment does not affect cash balances, liquidity, tangible book value or regulatory capital ratios. As some of the goodwill was created from taxable events, the effect on capital totaled $99.5 million, with $5.3 million of deferred tax assets being created due to timing differences in expense recognition for book and tax purposes. Let me peel back the GAAP number to assist in understanding core operating performance. Without the goodwill impairment, pre-tax earnings would have been $11.4 million using a pro forma tax rate of 22.5%, the resulting pro forma net income would have been $9.1 million or $0.60 per diluted share. This includes the effect of PPP loans on our balance sheet. During the quarter, we recognized $1.3 million of SBA fees related to PPP loans compared to $1.03 million in the second quarter. Both of these numbers are net of costs associated with originating PPP loans. As a reminder, we will recognize a total net $11 million of fees associated with the PPP program, for which we have already recorded $2.3 million, leaving $8.7 million left to recognize. At September 30th, we had submitted approximately 26% of our PPP dollars for forgiveness and have started to see the SBA forgiving loan balances. We…

Thanks, Eric. I want to echo Brad's comments about working with our customers through this period of uncertainty. We took early steps to work with our customers to preserve cash, which resulted in a higher level of deferred loans at June 30th than perhaps you saw at many of our peers. However, as these 90-day deferrals came up for review during the summer, Craig Mayo and myself took a close look at those customers that may have needed an additional deferral to ensure it was not due to inherent weakness in the credit, and that it was specific to implications from COVID-19. Of the total deferred loans at June 30th, we did provide a second deferral on commercial loans totaling $158 million. That deferral was typically not for another 90 days, though. As a result, we now report a small level of deferrals at the end of the quarter, about 1%. There will be one-off concerns that may show up in our non-performers in future periods. But for the most part, I share in the optimism Brad indicated. Our customers have responded to the changing environment by adjusting their business plans and approaches, and in some cases, our customers are operating at the highest level of performance and profit they have experienced. While we are pleased with the success of transitioning the majority of our customers out of deferral programs during the quarter, there is continued uncertainty in the operating environment, and I would like to spend a little time on 2 specific portfolios, hotel and aviation. Our hotel portfolios continue to comprise approximately 10% of the overall portfolio. As discussed on Slide 25, our book is comprised of experienced hoteliers with the proven capacity to weather changing economic cycles and they have proactively managed their businesses to shrink cost…

One of our strategic goals has been to grow the quality of our deposit base by having industry-leading technology for our customers. In 2019, we implemented a new online and mobile banking platform. We knew this would elevate our customers' experience and the upgrade proved critical for our company in 2020. We've seen engagement with our mobile and online channels continue to grow throughout the year. Usage grew during our branch-light period in the second quarter, and enrollments, payments and log-ins have continued to grow throughout the third quarter. I frequently get asked by investors about branch utilization and hear from my peers that they are now closing branches for cost efficiencies. We did close 3 branches permanently in May of this year from previously evaluating the efficiencies of our branch network. We will perform a continual review of our branches to understand performance and profitability and have always done this. We will -- we have seen our branch utilization hold steady in our community markets. This is reassuring and critical to our strategic goal of defending and growing the quality of our deposits and key to our multi-channel customer experience. We do not anticipate that there will be a meaningful change in our branch strategy in the markets we serve. I'm also delighted at the progress we've made in 2020 with consumer DDA deposits, which are not affected by PPP funds. At the end of the third quarter, we had opened a net 3,400 new consumer DDA accounts year-to-date compared to a net 1,200 through the same period in 2019. The average consumer DDA balance increased by 20% in 2020 from 2019.

Expanding on Brad's theme, service charges and fees improved to $1.7 million from $1.4 million in the linked period, entirely from a higher level of overdraft fees. NSF fees have continued to normalize from earlier periods, totaling $1.1 million in the third quarter from $807,000 in the second quarter. Also noteworthy is the increase in debit card income linked quarter. We experienced an increase of 12% in transaction count in the third quarter from the second quarter corresponding to a 13% increase in debit card income we experienced in the third quarter.

Another strategic goal we continue to work on is improving the mix of revenue by increasing fee income to total revenue. We continue to emphasize areas of opportunity such as trust and wealth management, led by Gaylyn McGregor and Glenn Malan, and treasury income from our commercial clients. We've made progress in our trust and wealth management area as we have doubled assets under management since 2019. The pipeline of new clients is encouraging, and I expect the contribution to fee income from the unit to become more meaningful as we grow AUM in future periods. I would ask our President, Craig Anderson, to discuss our pipeline. Craig?

Thanks, Brad. I want to update you on loan growth and pipelines. While we experienced a decline in loan balances in the third quarter of approximately $80 million, we have seen our pipelines build throughout the summer, more so in August and September. We are hopeful that pull-through improves and translates into loan growth in the fourth quarter and early 2021. In the third quarter, we originated $154 million of new loans with a weighted yield of 4.44% compared to non-PPP loan originated of $92 million in the second quarter with a yield of 4.47%. We are an approved Main Street lender with the Federal Reserve of Boston and have closed several loans, and we have been active in looking at new deals. We had the opportunity of looking at 90 borrowers over the last several months. To-date, we have internally approved approximately $300 million and are working with the prospective borrowers and the Federal Reserve. As a reminder, 95% of any Main Street Lending originations are sold to the Federal Reserve. These loans also bring substantial treasury fee income and large non-interest-bearing deposits. Brad?

Thanks, Craig. Before we open it up for questions, I want to once again commend our Equity Bank teams in our markets for their focus on our customers. Craig Anderson has done a great job leading our commercial banking and sales teams. Craig Mayo has led our credit administration team with a focus on our high asset quality and process improvements. Brad Daniel has helped us maintain competitive products and be a key choice for deposit customers throughout our regions. Julie Huber and Jeremy Allen have continued to lead the charge for improvements to our processes and technology implementation. And most of all, our bankers from tellers to personal bankers to treasury and trust have embodied the entrepreneurial spirit that's been key for our company's growth. With that, I'd be happy to open it up to take questions now.

[Operator Instructions]. Our first question comes from the line of Jeff Rulis with D.A. Davidson.

Yes. Just a credit question or 2. Eric, I think you outlined -- I just wanted to kind of -- that figure of north of 2% ACL, would that imply a day 1 adjustment of -- in the $20 million range?

That's probably a little north of what we're thinking, although not all of that would flow through capital, but you're pretty close.

There's two parts to that, Jeff. Both the marked loans will flow back in and the other part of that. So that's how you get to it.

Day 1 adjustment.

Yes, the day 1 adjustment.

Fair enough. Okay. And just, Greg, I think you outlined the expectation on the SNC credit that was added. I guess, as we go into '21 over the next couple of quarters, what's expected to be a heavier loss year for the industry, any of those chunkier credits that reside in non-accrual expected to become current or pay off, given you hold a little higher balance than peers?

Well, it's an interesting question, Jeff. First, at 9/30, I think that we're pleasantly surprised that the credit quality has held up in the industry, the way that it hasn't certainly for us. We aren't seeing huge negative trends right now. The particular SNC that you're talking about really was not COVID-related. They had some litigation concerns, and we didn't want to take the risk of sitting on that. So we chose to get rid of it and it will come off. It's already been negotiated for sale but will come off here in the next week or so. We don't see any of our other chunkier credits that are causing us immediate concern today. Obviously, we're watching several of the industries, like we mentioned in lodging and some in aviation very closely. But I got to tell you, we've been working with our borrowers. They've had access to capital. Some have gone out and procured that capital, which makes us feel really good and speaks positively of they and their organizations. And so some of the credits and assets are not performing nationwide the way all of us bankers want them to. But as we've mentioned on past calls, Brad and the credit team several years ago, anybody that wasn't a strong credit, we tried to get out of the bank. And we tried to get out of the bank in earlier quarters and we were successful with that, which left us with strong borrowers. I don't know that we'll see a heavy migration 1 way or the other in fourth quarter from the classifications that we have today and I don't -- I can't predict obviously what's going to happen in Q1 and Q2. Right now, things are pretty level and pretty consistent.

Okay. It doesn't sound like imminent fall off from -- while you're seeking resolution of the, call it, a $55 million base if you knock out the SNC credit, this sounds like you're comfortable with no concerns with that balance -- and fair enough. Okay. Jumping to the margin. Eric, you outlined some puts and takes of the borrowings, both on the FHLB and kind of the sub-debt. But to balance that with your securities comments on the core margin, what's the expectation there as you manage it? And I guess I'd touch that ex-PPP impact, but just the core level?

Yes, Jeff, looking at our expectation for the next quarter we're thinking when you exclude the effect of PPP from income as well as the average balance, we're thinking we're probably going to see another compression of probably 6 basis points to 8 basis points. Some of that is due to the increase or the effect of the -- having the sub-debt in the full $75 million for the full 3 months. That will have an effect of increasing our total interest-bearing liabilities. We'll still see a benefit from the time deposits coming down a little bit. But the cost of that sub-debt is going to offset the benefits we're seeing in the time deposits and FHLB. And then in terms of on the earning asset side, again, non-PPP, we're seeing probably a similar decline in earning asset yields like we saw say at PPP this quarter.

And so I guess if we roll into '21, it sounds as if the sub-debt impact sort of normalizes, then it's sort of more of a settling sort of outlook on the margin, granted a lot of puts and takes to still occur, but the margin in '21, the thought there is that, that normalizes some?

Yes. Big picture, again, excluding the effects of PPP because we'll be dealing with some noise in the fourth quarter as well as the first couple of quarters in 2021 as those loans get forgiven. The acceleration of fees will cause our GAAP NIM to look a little lumpy. But excluding the effect of that, I think, Jeff, you're right. We're going to see some stability in our cost of interest-bearing liabilities if we continue to see an improvement in the composition of non-interest-bearing deposits, that will be helpful. And on the earning asset side, we're hopeful that as we see loan growth, we'll be able to mix our earning asset, mix into or increase our -- the mix of loans of our total earning assets. And we've been pretty selective to-date on originating loans that have yields that are pretty close to where the portfolio yield is. We might see that -- we might have to -- you might see that give a little, but I think we're pretty hopeful that we can continue to defend our yield on the loan side. And the expectation would be on the investment securities. We just have not been seeing attractive yields there, so you've seen that portfolio decline. And I think you'll continue to see that decline but we're hopeful that by moving into the loans, we'll be able to offset the adverse or unfavorable impact of that.

Jeff, so 1 thing I want to circle back on, Craig Mayo and Greg are working hard on moving non-performing assets out. We actually have several that could move out in the fourth quarter, but we sure can't commit to that because there's a lot that can happen between now and then. So there's a lot of moving parts in there that they're working really hard on making some things happen. But as you know, with those, they twist and turn.

Thank you. Our next question comes from the line of Michael Perito with KBW. Your line is open.

A couple of questions for me. One, transitioning off the margin conversation we just had, I mean, obviously, you guys have some levers, but there is core pressure as well. I mean, Brad, as you think about kind of the cost structure of the franchise today, you commented on branches in your prepared remarks. But just -- it would seem like there needs to be some pretty strong cost discipline to protect profitability here with margins still kind of being a bit of a challenge. Can you expand maybe on what you guys are thinking there today, if it's not branches? Or what levers or thoughts you have around trying to protect or to limit expense growth moving forward?

Yes. I mean we got to stay vigilant on it, Michael. And the other is -- there's 2 prongs to that, the other is we're working really hard on increasing non-interest income to continue to focus on our expense ratio. So -- but yes, we've been laser-focused on expense control, salary control, number of FTEs. So we're continuing to look at that from every department that we have.

And any specific thoughts on kind of the near-term expense run rate here? I mean, you had a little bit of the drop last quarter, which I think was more accounting related. But are you hopeful to kind of hold in on this $26 million run rate that you had in the first and third quarter on a core basis?

Yes. I actually think that we're probably going to see a little benefit in the fourth quarter. I wouldn't go back to the second quarter as a run rate, though, because there were some things happening in that quarter where it was a benefit to us. But I would look towards the first quarter and maybe even a little bit better than that. But I wouldn't expect that we would have a run rate like the third quarter on NIE and the goodwill impairment.

Okay. And then, Brad, more on the fee side, I mean, you guys were kind of in that $6.5 million range for the last 3 quarters of 2019, saw a little bit of a drop-off in the first half of the year, which I think, I imagine was at least partly environmental, but nice pickup in the third quarter. Any expanded thoughts on the outlook there and maybe the 1 or 2 areas of growth you think are most critical to try and see some expansion there that's sustainable?

Yes. So our retail deposit fees are coming back. So those really dropped off, but we see those increasing month-over-month. And so I think those are coming back. Our wealth management team is doing a great job. It's never fast enough for the people who are running the department but from an expectation standpoint, I think they've done a great job in developing relationships and bringing assets under management. And so they continue to do that. That will continue to increase fee income. We also rolled out corporate credit cards. And so we're just getting those implemented in lots of customers' hands. We had been referring those to one of our competitors, honestly, U.S. Bank. And so we're now pulling those back in. So as that fee income continues to increase, which will be incremental month-over-month, I think we'll see nice fee income growth from that as well. So we've got some good initiatives that we started the year with. We've been able to implement on those. And then the interchange income continues to grow as well, as people continue to use cards more than they use cash. So we see -- we can see continued growth in that area as well. Did I miss anything, Eric?

No.

And then just one last one. Just any additional expectations you can give us as we try to think about kind of the liquidity position of the bank and the size of the investment portfolio over the next several quarters here? I mean, it would -- from an industry perspective, we're hearing that a lots of commercial and retail customers are heavier in cash, and that's obviously had a positive impact on deposit balances. But I've also heard from other banks this quarter that there's not a lot of spending appetite yet for some of these customers. Just curious if you can maybe give us a quick liquidity comment and any thoughts about how the size of the investment portfolio might trend near-term here?

Yes. In terms of liquidity, I think you're seeing that our on-balance sheet liquidity is probably stronger now than it's been in a long time given the fact that we've seen some nice deposit growth and particularly in the consumer side. As Brad's comments indicated, we've seen some -- about 20% growth year-over-year on the consumer DDA side, and we've been opening more accounts there. So we're happy about that. In terms of the investment portfolio, you're right in terms of the redeployment of cash flow into the portfolio hasn't been attractive in yields. That portfolio is a source of liquidity. It does provide us some pledging capabilities for some of our public deposits. So there is a level where we would not want that to fall below. But I think we're well ahead of that at this point. So we're hopeful that as cash comes back to us, we're able to redeploy it on the loan side of the balance sheet.

[Operator Instructions]. Our next question comes from the line of Terry McEvoy with Stephens. Your line is open.

Maybe a question for you, Brad. I'm just curious, are there any, call it, restrictions or limitations just from the goodwill impact and write-down and the related EPS loss? You don't pay a dividend, but in the past, you've been buying back stock. And clearly, M&A has been an important and key part of your growth story.

Yes. We don't foresee any impact from that. We earned back into that, retained earnings within 4 quarters. And so we just don't see any real impact coming from that from our being able to execute on our strategy. As we said in our prepared comments, the Board approved to reimplement the buyback program. So we'll -- assuming customary approval from the regulators, we'll be able to continue to do that. We have plenty of liquidity at the holding company to do that. And so I think we're in a really good position to be able to take advantage of opportunities, Terry. And so we continue to look at opportunities. And so I think we've got -- I think we're in a really great position. I actually feel as good today about the companies that felt in the last couple of years. As we had some growing pains the last couple of years, we've got all that stuff behind us. Our team has worked incredibly hard from our accounting team to our risk management team. Team at call has done a great job. We've hired a new internal auditor that's done a great job. And so we've got all of our processes working really well. And so I think we're going to -- I think we're better positioned today than we were 2 years ago, and our capital position is stronger than it's been in a long time. So I feel really bullish, honestly, Terry, about being able to go execute on all the different organic and M&A strategies that we have.

That's great to hear. And then just for my follow-up. Greg, I think you mentioned more one-off concerns as it relates to just NPAs or maybe specifically charge-offs. What segment of the portfolio stands out? Is it the 2 that you kind of talked about in the prepared remarks? And I noticed this quarter, you didn't disclose retail, and I think it was restaurants as well. Maybe some updated comments on those kind of $100 million plus portfolios?

Yes. Retail restaurants, we didn't put in the deck this time, Terry, because, by and large, they're doing well. And you clearly are up to speed on the dynamics of what COVID has done to dining and all that stuff. Most of our restaurants is in fast food and takeout with really strong companies, and so it's doing fine. We highlighted aviation because we expect that that's on people's mind. We don't have a large portfolio there. And what we have is really well-positioned going into this, lots of capital, fantastic operators. One of our largest credits just had a very large equity infusion into their company, recognizing that they're going to continue to make parts for the major aircraft manufacturers. So we feel very good about that. We've been working closely with them. The hotel portfolio is holding up really well, Terry. We've got great borrowers. We've got great product. We do have one, as I mentioned, hotel that we acquired in a merger that has moved to non-accrual. We have not recognized a loss on that because the asset is in pretty good shape. That's just been impacted by cash flow. And frankly, it wasn't well-run going into COVID. We did not originate that loan. We are working closely with our borrowers on a weekly basis, making sure that we understand that portfolio. And some product, the more budget, roadside products is doing very well as fewer people fly and more drive. But the product that we have that is more urban, East Coast, West Coast to those borrowers and sponsors, as we said before, are the best around. And so myself and others are working closely with them. I don't have any in those portfolio that I look at and say, man, that's going to be a problem. As we sit here today, we do have a couple of other credits that we're also paying attention to, that are outside of those industries. But so far, between adjusting the operations and the guarantor-sponsor support, they're holding up quite well.

That's good to hear. Thanks, guys.

Yes, aerospace, the credit that we were most worried about in aerospace. Yes. We got it, Terry.

Thank you. Our next question comes from the line of Andrew Liesch with Piper Sandler. Your line is open.

Just a couple of follow-up questions to previous remarks. The buyback, just curious, timing on when that could be approved by the regulators and your appetite to use it? And how quickly you want to go through it?

Yes. We would anticipate that to happen in the fourth quarter and be able to be used in the fourth quarter.

Okay. Got you. And then you referenced capital being strongest it's been in some time. And expecting loan growth to come back ex-PPP. But from an acquisition standpoint, I mean, obviously, the stock has the greatest valuation right now or the greatest currency to do deals. But is there any chatter of potential transaction in the markets you guys are looking at?

Yes, there is chatter, Andrew, and so there are conversations going on. The driver on most of these has been age of ownership or age of management, and those things haven't changed. And so as some things have to happen, you'll see those things happen. So they need a merger partner. And so we'll -- I think we'll be in a good position to be able to help them with those opportunities.

Thank you. Ladies and gentlemen, I'm showing no further questions. Thank you for joining the Equity Bancshares Third Quarter Conference Call. Have a great day.