Hello and welcome to Equity Bancshares Second Quarter 2019 Earnings Call. At this time, all participants are in a listen-only mode. [Operator Instructions] Now, it's my pleasure to turn the call to Chris Navratil for opening remarks.

Good morning, and thank you for joining Equity Bancshares conference call, which will include discussion and presentation of our second quarter 2019 results. Joining me today are Equity Bancshares' Chairman and Chief Executive Officer, Brad Elliott; Equity Bancshares' Executive Vice President and Chief Financial Officer, Greg Kossover and Equity Bancshares' General Counsel, Brett Reber. Presentation slides to accompany our call are available via PDF for download at investor.equitybank.com by clicking the presentation's tab. You may also click the event icon for today's call posted on investor.equitybank.com to view the webcast player. If you are viewing this call on our webcast player, please note that slides will not automatically advance. Please note slide two 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 differ. 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.

Good morning. Thank you for joining the Equity Bancshares' second quarter 2019 earnings call. I'm joined today by Greg Kossover, our Chief Financial Officer and our General Counsel, Brett Reber. After a challenging first quarter, I'm pleased to announce our company bounced back nicely in the second quarter with $0.59 share in earnings. Adjusted for merger expenses and we had resolution to a piece of the underperforming credit relationship, we discussed in April on the first quarter earnings call. That relationship had two commercial credits and the credit involving a franchise bakery business was sold at auction in May. Brett, would you please take us through the highlights of that transaction.

As Brad just noted, the unprofitable piece of relationship was sold at auction in May through the Bankruptcy Court. We had accrued enough specific loan loss provision, where the realized value at auction did not create additional loss. That credit which was about $9 million, and its related interest is off our books and out of the Bank. In addition, we spent a great deal of effort toward resolving the other commercial credit in the relationship of franchise entertainment and pizza related business. Although this business was put in Chapter 11 bankruptcy along with the bakery business, we believed correctly, it was profitable and has a strong prospect as an ongoing concern. We have worked closely with the borrower to expedite the company's exit from bankruptcy to reduce the delay in expense involved in those proceedings. We're supportive with the borrower's desire to return to normal operations outside of bankruptcy. We believe operation of the company outside of bankruptcy will enhance existing store operations, allow for new franchise sales, and create a positive overall resolution. The company recently filed its proposed plan of reorganization disclosure statement, and is working to get the plan approved by its creditors and the Court. The target date for plan approval is early October. We also have other assets financed to these borrowers, which consists of three homes for the principles of the business, two of which are listed for sale. We believe these houses will sell in due course for a reasonable market-based value. The third has never been past due. The principles continue to work with us on a fair outcome on these loans.

As stated on the first quarter call, this was a relationship that goes back to 2011 with a strong borrower who specializes in increasing revenues, and profitability of underperforming companies. With a significant banking relationship with this borrower for several years, and they performed well and ultimately sold two of their portfolio companies for substantial profits. Although I've obviously been disappointed by the performance of these credits, and it is a responsibility of myself and our executive team completely own. I'm happy to see the hard work of our legal and credit teams to get this remaining business out of bankruptcy and returned to normal operation. Greg?

Craig, you may recall from our first quarter earnings call in April, that then current impairment analysis called for a provision for loan loss of $14.5 million. After the resolution of the bakery business, and after an updated impairment analysis for the second quarter, we have concluded that our provision to loan loss taken in the first quarter remains adequate at this time. Excluding the resolution of the bakery business, year-to-date net charge-offs for the Bank have been $506,000 only 2 basis points of average loans, which as the same rate as 2018. In addition, if the entertainment pizza franchise credit was taken out of our nonperforming asset ratios, we would now be at 91 basis points of non-performing assets to total assets, down from 98 basis points at the end of 2018. Classified assets scrubbed for the above credit stand at 24.8% of regulatory capital at the end of June. Non-accrual loans would be $32 million down from $33.2 million at December 31st. In OREO from December 31st to June 30th is down 10% and is only $5.8 million. For a presentation of our asset quality metrics, please refer to slide 14 in the deck presented with our press release from last night.

Craig Mayo and his credit group continue to work hard at reducing special assets and we thank them for the results they are achieving. Our teams and myself are focused on maintaining the same credit standards we have achieved throughout the history of the Bank. Craig and his credit department, as well as the lending teams are all joined with me and the executive team in originating high quality credits, administering those credits with proper diligence, and working out any credits that may require resolution. I think it is important to note that two-thirds of our non-performing credits have been booked through mergers, and one-third have been originated from our credit platform. We treat them all the same and. as Greg noted, our net charge-offs without the large credit mentioned, have been only 2 basis points and our total reserves, including ALLL and purchase discounts are 1.14% of loan. Greg will take us through the rest of the quarter’s performance.

We begin with our earnings performance and reconciliation of quarterly earnings per share back to core EPS. Stated diluted earnings per share is $0.58 for the quarter. Adding back merger expenses of $0.01 per share leaves adjusted diluted earnings per share of $0.59, compared to street consensus of $0.60 per share. There were minimal platform enhancement expenditures this quarter, however, professional fees directly associated with the previously mentioned non-performing credit are estimated at $0.02 per share.

Although we were within $0.01 of consensus earnings, we are not satisfied with our result. Loan production remained soft as we continue to bank credits that fit our underwriting, while pricing them appropriately. And although we have leveled off and reduced pricing on our deposit offerings, our margin continues to be a point of emphasis with our teams. We are working to increase spread. We began 2019 with an initiative to reduce costs and improve non-interest income. On a core basis, we've delivered on the initiative by examining and reducing overhead, primarily in our overall compensation expense, and by increasing revenue in deposit account fees and wealth and treasury management. This is an ongoing initiative the teams are focused on in addition to their production goals. We believe those efforts will show significant improvement in FTE headcount from Q1 to the end of Q3 by example.

Looking at the income statement, starting with margin, loan fees were light compared to our expectations, driven by low originations. Commercial loan balances have been mostly flat overall since December 31st and residential mortgages have increased indicative of the environment. Accredible loan yield was relatively normal. Securities balances and yields were essentially in line with our forecasts and expectations. However, there was a small reduction in yield on taxable securities due to faster prepayments on mortgage backed securities. As Brad said earlier, we had anticipated a rate cut from the Fed and proactively leveled and reduced rates on our deposit offerings. This has helped lead to a quarter-over-quarter flattening of cost on transaction accounts for us. Time and public fund deposits continue to be competitive and this leads us to an increase in overall cost of deposits of 3 basis points to 1.64% compared to 1.61% in Q1. After factoring non-interest checking, the cost of deposits for Q2 is 1.40%. Our betas of 65 and 75 on transaction and time accounts are essentially leveling off from prior quarters. Overall, net interest margin for the quarter as stated at 3.42% and would be 3.47%, but for the non-accrual impact of the credit we had been discussing. Normalized loan fees would take NIM to about 3.53%. We mentioned last quarter the impact of amortizing securities premiums to call date as opposed to maturity date, and that accounting change hurts margin about 4 basis points during the quarter. Provision for loan losses was $974,000 in the quarter, returning to a more normal level. Non-interest income for the quarter was $6.5 million, an increase of $1.2 million over the previous quarter or 22% and better than expectation by $800,000. Each line item of non-interest income was up quarter-over-quarter, service charges and fees up 16%,…

I'm very proud of each Equity Bank associates for their efforts in pushing non-interest income up and driving down non-interest expense. The results Greg just described our large part due to these efforts. While we continue to work on these initiatives, we will not take shortcuts in any of our key areas assuring our customers, employees and shareholders, we will continue to improve bank operations and performance, but not at the risk of safe and sound banking practices.

As we begin the review of the balance sheet, I first want to say in the second quarter we repurchased 277,806 shares of our stock at an average price of $25.95. This price is within the range we expected and the impact on our tangible common equity to intangible assets ratio is approximately 18 basis points and annualized accretion to EPS is about $0.04 per share at this point. Moving to the rest of the balance sheet loan growth was acceptable for the second quarter. However, we believe the lending environment was still slow for the first six months of 2019. As we have stated before, we will not change your credit culture to change credit growth for the sake of growth. Loans are up about $105 million from December 31st; however, most categories are flat or relatively small growth, except for single-family residential, which is up about $100 million.

Our pipeline is still very strong and our team continues working as part as it ever has to originate and service loans within or high underwriting standards. The markets that we serve have fantastic banking relationship opportunities and I believe the pace of our growth more than ever is based on banking relationships, not banking deals, that often leads to inconsistencies in loan growth. We are in this space for the long run and as such we will continue to work hard and be smart about our portfolios.

Although the second quarter is traditionally a slower quarter for deposit growth for us, we were able to grown non-interest-bearing deposits at about 1%. As Brad said, we have reduced the rate on our deposit offerings and I do not believe that has caused our deposits to decline. I believe our decline in deposits of $75 million in the quarter is a reflection of normal seasonality. We typically see deposits flat to declining in the first six months of the year and then picking back up again in the second half. Federal Home Loan Bank advances increased from Q1 to fund the asset growth in the change in deposits. Our bank stock loan increased about $7 million, reflecting the repurchase of our treasury stock. Our capital ratios at June 30th are 7.44% tangible common to tangible assets and our leverage ratio is 8.26%. Although efficient both of these are slightly below where we would like and we are mindful of the impact our growth and stock repurchase plan have on them.

Overall, our second quarter was okay, but we're not satisfied, even though our efforts to build non-interest income as a more significant driver of earnings are paying off and our non-interest expense is trending favorably. With some hard work from our operating teams, our production teams are working hard and working smart to book assets that meet our criteria, and to procure and price core deposit growth. We have also had a great year for products and platform development, including our new online banking platform, which has exceeded our expectations. Wealth and trust which have also exceeded our expectations and we’ll be introducing new credit card services in the third quarter. We also continue to receive inbound traffic for merger-related discussions, which is encouraging as mergers continue to be a piece of our long-term strategy. We’ll continue to work on reducing nonperforming assets and to increase net interest margin, but we won't take unnecessary risk to do so. This means no unnecessary credit risk, duration risk, composition risk in our assets or liability. I believe we are at a time in the cycle where hard work will be rewarded even more than usual. And for all our stakeholders and shareholders, you have my word we will continue to put forth the outstanding effort the Equity Bank name has always expected of ourselves. At this time, we will entertain questions.

Thank you. [Operator Instructions] Our first question is from Michael Perito with KBW. Your line is open.

Hey. Good morning guys.

Hey, Mike.

Hey, Mike.

I wanted to start -- appreciate all the color on all the items you guys gave me in your prepared remarks. So, we maybe drill down into the expenses a little bit more. They have been a little heavier than what I've been looking for fourth quarter exit run rate for the first half of the year. Any just general thoughts about where you think that could trend in the back half of the year? And as you kind of think of the overall efficiency of the company, maybe any broader thoughts there, Brad, as we move forward with the rate environment being what its is would be helpful.

Hey, Mike, we had somehow our audio cut out in the first part of your question. Can you ask the first part again, please?

Yes, you probably didn’t miss much just me speaking around, I was just asking kind of for near-term expectations on expenses, because the first half of the year has been a little heavier than what I've been looking for. And then also just a broader comment on kind of efficiency goals from, Brad, as we move forward with the new rate environment.

Yes, let me get started, Mike. And let you know that as we talked about, Brad and the team worked really hard on looking at all of the expenses. He challenged the operating teams early in the year to look at revenue, non-interest revenue and non-interest expense. And so, we think that the teams have accomplished a great deal with that. And probably guidance would be for non-interest expense in the second half of the year at about $24.5 million in Q3. And right now, I would give the same guidance for Q4, but it's a little bit fluid right now as we're going through some of these expense reviews. You want to take that Brad?

Yes. So, Mike, we worked really hard this year, as we talked about, I think you'll see efficiency pickups that will be simply you guys can measure in the third quarter over what first quarter started at. And so, the teams have worked really hard to make sure that we have optimized all the opportunities that we have in all the different departments that we currently have. So, on the expense side, I think we -- you will see differences from Q2 to Q3, on the revenue side, I think you're also going to see differences as the deposits, we went through all the deposit products. And so, the fee income on deposit products is up. And I think that will continue to trend that way. As we get better and better at treasury services that will continue to trend that way. Our wealth management and trust division is booking assets. So, I think, we will continue to see revenue production from there. And then when the card services business kicks in, I think we'll continue to see revenue production from that. Does that answer your question, Michael?

Yes, very helpful. Thank you. I wanted to maybe transition to credit quickly. It seems like these -- the two credits from the first quarter are either, one is done and the other is on its way to being a little bit more firmly resolved. But now I want to ask actually a little bit of a different question, just we saw a bank in the Midwest have some difficulties with their act portfolio, I believe it was dairy and cattle. And I'm just curious if you could maybe remind us kind of the makeup of your ag exposure and if there has been any kind of recent developments or performance worth noting good or bad that that's on your radar?

Yes. Well, the good thing is you only lose a wheat crop 8 times before it makes bumper crop. And so, since the wheat crop is now harvested, it's a bumper crop. And so, our Western Kansas markets, which is a majority of our ag markets. We do have some in Central Missouri as well, and in Northern Oklahoma, but that crop is more than two times the average on production and is also the price is very positive. So, we're doing well, from that aspect. And then the corn crop for us is very positive, in that we're at high desert, so we don't usually expect a lot of rain, we actually did get above normal rainfall, but for our areas, that just means that we had inches instead of 10s of inches. And so, they all got their crops planted that crop looks really good. Most of it is irrigated. And so, with the price being up in the yield looking very positive at this time, I think our farmers are all going to have a very healthy year. And so, we are going to suffer the issues that a lot of the other places have suffered. We do have some protein production in both cattle hog, and beef. But those markets are also doing very well. So, it looks like our ag guys are going to have a good year to a great year, and so that's going to actually heal up a lot of them from the ones that have been struggling. As you remember, about 8% of our loan portfolio is tied to ag.

Helpful, thank you. And then, just lastly, kind of a little bit of a strategic challenge question here for you guys. I mean, the first half of the year here has had some challenges, obviously, the four plus years before that were very active from a deal perspective. What's the thought process internally, I mean, does it make sense to have a more of an internally focused 2019 and 2020, where excess capitals allocated to buybacks and efficiencies are tried to gain and you try to kind of reap what you sell on what you've put together here before, introducing other outside firms do M&A. Or do you think that the credit flip aside that once you got get through these efficiencies in the next quarter or so you guys will be ready, and that M&A is still kind of the best bet to create value moving forward?

So, we've always said, it's a two-pronged approach, Michael, we were always had to focus on running the Bank. And so, we've gone periods where we didn't do any M&A transactions, because they didn't fit our model, our pricing model. And so, I would say we are still very open to M&A transactions that fit in with the model. I also tell you that we're very focused internally on making sure that all the processes are up to speed with what we need to have to be able to run the institution that we currently have. And so, I'd say it's a two-pronged approach, and I would -- we don't force anything into a bucket. And so, I would say our operating teams are going to get very good at running the institution and making it as efficient as possible, and we’ll still continue to have merger conversations with others people who have the desire to partner with us.

Got it. Helpful, guys. I appreciate you answering all my questions today. Thank you.

Thanks, Michael.

Thank you. Our next question comes from Terry McEvoy with Stephens. Your line is open.

Good morning, guys. First question, I was hoping you could discuss the credit performance and trends of the restaurant franchise portfolio ex. the one relationship that we've been talking about the last couple months?

Yes, so the credit trends on the -- I think the question, Terry is the credit trends on the rest of the restaurant QSR portfolio. The credit trends on that portfolio have actually done really well. Most of it is tied to concept restaurants like Freddie's, Taco Bell, Papa John's, I am missing one Greg. And so those concepts have been performing well, the operators that we currently finance have performed well. And so, on a store-by-store basis we have not seen deterioration in any of those metrics. We are monitoring those well, but -- are very closely. And so, I would tell you that that franchise lending is gone well. As you know, the majority of that is all to local operators. And so, with that comes we are secured by a lot of times real estate equipment and also personal guarantees.

Great. And Greg, thanks for all the commentary on the NIM dynamics in the second quarter. I guess my question is, do you think deposit costs can fall in the third and fourth quarter, you had mentioned lowering rates in certain markets of certain products. And as you think about all the variables loan fees, accretion, combined with the funding costs, directionally, where do you think the margin can head over the next two quarters?

Yes. Well, Terry, we would start by hoping that it's leveled off at its current level, the margin I'm referring to. And we would like to think that our deposit cost can continue to come down third and fourth quarter are heavy growth quarters in our core deposits every year. It's been that way since the inception of the Bank. And so, we think that we can continue to grow deposits, we think we can level off and hopefully reduce some of the funding costs. And of course, if the Fed will ease a little bit that will help our borrowings at Federal Home Loan Bank as well. So, I would conservatively say, we'd like to start off by seeing a leveling in Q3 and Q4, and maybe with a little luck, we'll get some improvement.

And then just last question, then, the digital bank platform that was rolled out in the second quarter, could you just talk about how much of that was defensive in nature, just given the competitive landscape and what some of the larger banks already have out? And then, on the offensive side are you growing relationships, growing clients because of this new product?

Yes. So, Terry, I would tell you that the product that we were currently on prior to going to Q2 just was not of the scale or capability for a Bank, our size. And so, we were having limitations on being able to manage customer relationships, the product offerings on the commercial treasury side were not adequate. And so, it gave us the ability to do more marketing of a robust product to our customer base. So, from that standpoint, a little bit defensive, but also a little bit offensive. It gives us a much better opportunity to be able to market directly to those customers, and try to enhance the relationships we have within our customer base. It also gives us the ability, which we're in the process of working on rolling out a shadow bank. So that we could have a bank that we could use on a national platform to raise deposits at different deposit costs than we would offer in our regional market. And so that gives us an offensive tool as we continue to look at funding ways, as many other institutions have that same capability. And so, it gives us some ongoing capabilities that we wouldn't be able to have on our own.

Great, appreciate it. Thanks, guys.

Thanks, Terry.

Thank you. Our next question comes from Jeff Rulis with D. A. Davidson. Your line is open.

Good morning. Interested in your thoughts in the second half of -- for loan growth. Just talking about how maybe C&I if that's picked up in July, and what you're expecting from talk about strong pipelines. But want to get your thoughts on the second half? Thanks.

Yes, Jeff. Our teams are working hard. We do have a solid backlog of loans that are in the pipeline for funding. Some of those -- I'm looking at the report, some of those are draws. And so, I don't have a breakdown by type in particular, but some of those are draws, which means the commercial real estate loan is already booked. So, some of that will be commercial real estate. And then C&I is getting -- in our marketplace is getting a little softer. So, I'm not sure about the growth in the C&I lending, as we're seeing some softening on balances on our lines of credit in our C&I portfolio. Not meaning that they're having issues, but meaning that they're not expanding and buying new equipment, but allowing cash flow to pay down debt and cash flow to pay down their lines of credit.

Would you say -- would you characterize it as sort of mid-single digit, high-single digit, what would you kind of peg a range bound expectations for net growth?

3% to 5%.

3% to 5%.

And that's annualized?

That would be annualized.

Yes.

Okay. Got you. And then on the problem credit balance, Greg, I think you mentioned $30 million or half of the nonaccrual's are in the credit relationship we discussed. Are the remaining roughly $30 million, are there some chunkier credit in there two or three that make up a decent sized portion of that remaining balance?

No, after those relationships the largest non-accrual loan is $2.3 million and it drops to $1.5 million.

And you mentioned a great portion of those have been acquired through acquisition is there any characteristics of those that are -- are they certain type of loans like the balance of them are they in one or two product categories?

So, the majority of those are required which also means, some of them are showing as nonaccrual loans. But if you remember $29 million of that nonaccrual is current and $21.7 million of that is accruing and current, but is on nonaccrual because it was a purchase accounting adjustment against it. And that stuff is all over the board, I mean some of its $500,000 some of its $2 million.

Some of its Ag, some of its CRE.

Yes, some of its Ag, some of its CRA but if we put a credit purchase mark on it. We have to list it as non-accruing, nonperforming. But reality is that customers never missed a payment and is still paying as the contract says.

So, I guess, fast forwarding that I mean these fees balances seem like if once it's been altered does it stay that way and I guess the balance of that $30 million you expect to stay on the books for a reasonable amount of time, is that fair?

Yes, we do try to force these customers at times to find other homes. So, it's not that we just allow them to continue to make payments, but there is a lot of times were these things are five-year contract and there's not much we can do to have them move somewhere else. And so, we put a mark on it because it wasn’t written to our credit standard, or our credit policy and so we put a mark against it. So, it’s well reserved, but they payoff over time. A lot of times more than leaving and finding another institution.

Got it, thanks.

Thank you and our next question is from Andrew Liesch with Sandler O' Neil.

Hey, guys.

Good morning, Andrew.

Good morning. Just a clarification on Jeff’s question that 3% to 5% for net growth, was that Justin in C&I or was that entire portfolio?

That would be whole portfolio -- that would be the entire portfolio.

Okay. And then, just curious on the loan growth in the second quarter, was any of that purchased or was it all originated internally?

Some of it purchased and some of it was originated.

The purchase loans were in the one to four family buckets that we have purchased from people in the past.

Okay. So, you’re familiar with their underwriting?

Yes.

Got you. And, I think that covers all the other questions, everything that I wanted to know has been asked and answered. I will step back, thanks.

Thank you, Andrew.

Thank you. [Operator instructions] All right ladies and gentleman and thank you for joining Equity Bancshares presentation call. Have a great day.