UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 26, 2017

 

EQUITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Kansas

001-37624

72-1532188

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

7701 East Kellogg Drive, Suite 300

Wichita, KS

 

 

67207

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: 316.612.6000

 

Former name or former address, if changed since last report: Not Applicable

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


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Item 2.02 Results of Operations and Financial Condition .

 

On January 26, 2017, Equity Bancshares, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter ended December 31, 2016. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

 

The information in this Item 2.02, including Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

 

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

On January 26, 2017, the Company announced the appointment of Wendell Bontrager as Bank President of Equity Bank and as a director of Equity Bank, the Company’s wholly-owned banking subsidiary, effective as of February 20, 2017.  Mr. Bontrager, 48, joins Equity Bank from Old National Bank where he served as Region President from 2014 to 2017.  Prior to Old National Bank, Mr. Bontrager was the Executive Vice President and Chief Lending Officer of Tower Bank & Trust Company from 2008 to 2014. A copy of the press release is furnished as Exhibit 99.3 and is incorporated by reference herein.

 

There are no family relationships between Mr. Bontrager and any director or other executive officer of the Company, or with any person selected to become an officer or a director of the Company, nor are there any arrangements or understandings between Mr. Bontrager and other persons pursuant to which he was appointed as an executive officer of the Company. The Company has had no transactions since the beginning of its last fiscal year, and has no transactions proposed, in which Mr. Bontrager, or any member of his immediate family, has a direct or indirect material interest.

 

In connection with his appointment, Mr. Bontrager entered into an employment agreement, dated January 26, 2017, by and among the Company, Equity Bank and Mr. Bontrager.  The initial term of the employment agreement is three years and will automatically renew for successive one-year periods thereafter, unless the agreement is terminated in accordance with its terms. Under the terms of the employment agreement, Mr. Bontrager will receive a base salary of $275,000 and a target annual incentive bonus of 65% of his base salary, which shall be payable 50% in cash and 50% in equity of the Company, subject to the satisfaction of certain performance targets.  Mr. Bontrager will also be eligible to receive annual equity grants at the discretion of the Company.  On the effective date of his employment, Mr. Bontrager will be issued 25,000 options to purchase shares of the Company’s common stock which is subject to a five year vesting period, restricted stock valued at $110,00 which is subject to a five year vesting period, and a $65,000 cash signing bonus which must be repaid if Mr. Bontrager’s employment is terminated within the first 12 months of his employment.

 

Mr. Bontrager’s employment agreement provides that upon the termination of his employment (i) by the Company due to his failure to perform his duties to the satisfaction of the Chief Executive Officer of the Company, (ii) by the Company without cause, (iii) by Mr. Bontrager with good reason, or (iv) by the Company or Mr. Bontrager if such employment agreement is not renewed, Mr. Bontrager will be entitled to receive his base salary for a period of twelve months following such termination, subject to compliance with the terms of the employment agreement and execution of a general release in favor of the Company.  For purposes of the employment agreements, “good reason” includes the change in Mr. Bontrager’s status, title position or responsibilities that is materially inconsistent with his existing duties as Bank President or a material breach of the employment agreement by the Company.

 

Mr. Bontrager’s employment agreement contains a change in control provision that provides for a payment to him if (i) his employment is terminated within twelve months after a qualifying change in control for any reason other than death, permanent incapacity or cause, or (ii) he resigns for any reason within twelve months after a qualifying change in control. Upon a qualifying change in control and termination of his employment, Mr. Bontrager would be entitled to a payment equal to 2.0 times the sum of (i) his prior year’s base salary and (ii) all additional cash compensation paid to him and received during such year. Any payments pursuant to the change in control provision are subject to compliance with restrictions imposed by the Internal Revenue Code.

Additionally, Mr. Bontrager is bound by the restrictive covenants set forth in his employment agreement, which includes confidentiality, non-solicitation and non-competition restrictions.

 

The foregoing description of Mr. Bontrager’s employment agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreement, which is attached hereto as Exhibits 10.1 and is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure .

 

The Company intends to hold an investor call and webcast to discuss its financial results for the fourth quarter ended December 31, 2016 on Friday, January 27, 2017, at 9:00 a.m. Central Time. The Company’s presentation to analysts and investors contains

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additional information about the Company’s financial results for the fourth quarter ended December 31 , 201 6 and is furnished as Exhibit 99.2 and is incorporated by reference herein .

 

The information in this Item 7.01, including Exhibit 99.2, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

 

Item 9.01 Financial Statements and Exhibits .

(d) Exhibits

 

Exhibit No.

 

Description

10.1

 

Employment Agreement, dated January 26, 2017, by and among the Company, Equity Bank and Wendell Bontrager

99.1

 

Earnings Press Release, dated January 26, 2017

99.2

 

Equity Bancshares, Inc. Investor Presentation

99.3

 

Announcement of President Press Release, dated January 26, 2017

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Equity Bancshares, Inc.

 

 

Date: January 26, 2017

By: /s/ Gregory H. Kossover

 

Gregory H. Kossover

 

Executive Vice President and Chief Financial Officer



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INDEX TO EXHIBITS

 

Exhibit No.

 

Description

10.1

 

Employment Agreement, dated January 26, 2017, by and among the Company, Equity Bank and Wendell Bontrager

99.1

 

Earnings Press Release, dated January 26, 2017

99.2

 

Equity Bancshares, Inc. Investor Presentation

99.3

 

Announcement of President Press Release, dated January 26, 2017

 

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Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the “ Agreement ”) is made and entered into this January 26, 2017 (the “ Effective Date ”), by and among EQUITY BANK, a Kansas banking corporation (“ Equity Bank ”), EQUITY BANCSHARES, INC., a Kansas corporation (“ Bancshares ,” and together with Equity Bank, the “ Bank ”), and WENDELL BONTRAGER, an individual (“ Executive ”).

RECITALS

WHEREAS, Executive is willing and desires to be employed by the Bank, and the Bank is willing to employ Executive, upon the terms, covenants and conditions hereinafter set forth.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Bank and Executive hereby agree as follows:

1. Employment .  The Bank agrees to employ Executive, and Executive agrees to accept such employment, on the terms and conditions hereinafter provided.

2. Term .  The term of this Agreement shall be for an initial period of three (3) years commencing as of the Effective Date, and shall be automatically renewed for successive one-year periods thereafter, unless terminated pursuant to Section 6 below; provided, however , that Executive’s obligations in Section 5 below shall continue in effect after such termination.

3. Title, Duties and Responsibilities .  

(a) The Bank hereby employs Executive as its Bank President subject to the supervision and direction of the Bank’s CEO.  Executive shall have such duties as may be assigned to him from time to time by the CEO commensurate with his experience and ordinary responsibilities and regulatory requirements for the position for which he is employed, Bank President.  Such duties shall be exercised subject to the control and supervision of the CEO. The Bank shall employ Executive on a full-time basis, and Executive shall devote his full time and professional efforts to the performance of his assigned duties.  The foregoing specifications are not intended as a complete itemization of the duties Executive shall perform and undertake on behalf of the Bank in satisfaction of his employment obligations under this Agreement.

(b) During the term hereof, the Executive will be permitted to serve on the Board of Directors of Equity Bank, as long as he is elected by the sole shareholder of Equity Bank.  The Executive will not be compensated for his service on the Board of Directors of Equity Bank.

4. Compensation and Benefits .

(a) Base Compensation .  For all services rendered by Executive under this Agreement, the Bank shall pay Executive a base salary of Two Hundred Seventy Five Thousand Dollars ($275,000) per annum, payable in equal installments in accordance with the Bank’s normal payroll practices, effective as of the Effective Date (the “ Base

 


 

 

Salary ”).  The amount of the Base Salary may be reviewed at any time and from time to time by the CEO and shall be reviewed at least annually, but shall not be reduced.  No such change upward shall in any way abrogate, alter, terminate or otherwise affect the other terms of this Agreement.

(b) Annual Incentive Payment . From the Effective Date and with respect to each fiscal year or portion of a fiscal year of the Bank ending during the term hereof, the Executive shall be eligible to receive an annual incentive payment (the “ Incentive Payment ”) in accordance with the terms of any applicable incentive plan of the Bank (an “ Incentive Plan ”) and subject to the achievement of any performance goals established by the CEO, which shall be attached hereto as Confidential Schedule A and made a part hereof. The Executive’s target Incentive Payment opportunity (the “ Target Incentive Payment ”) under the Incentive Plan applicable to the Executive for each fiscal year during the term hereof shall be 65% of his Base Salary in the form of 50% in cash and 50% in equity compensation for that year. Such target incentive percentage may be increased but not decreased in the sole discretion of the Bank. Any earned Incentive Payment shall be paid to the Executive pursuant to the terms of the applicable incentive plan; provided, however , that any such Incentive Payment for a fiscal year shall be paid to the Executive no later than the 15th day of the second month following the close of such fiscal year, unless the Bank or Executive shall elect to defer the receipt of such Incentive Payment pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”). If Executive’s employment is terminated by the Bank for Cause or Executive voluntarily resigns without Good Reason prior to such date, Executive will forfeit his right to receive any payments under this Section 4(b).

(c) Equity Compensation . With respect to each fiscal year or portion of a fiscal year of the Bank ending during the term hereof, Executive will be eligible to be considered for annual equity grants at the discretion of the CEO, having an aggregate target value not to exceed 50% of the value of 65% of the Executive’s Base Salary.  The annual equity grants shall be payable as follows: (i) two-thirds of the total grant in the form of options to acquire shares of Bancshares Class A common stock; and (ii) one-third of the total equity grant in the form of restricted shares of Bancshares Class A common stock.  Each such annual equity grant, if awarded, shall be governed by the terms of a separate agreement, including assigned vesting schedule.  If Executive’s employment is terminated by the Bank for Cause or Executive voluntarily resigns without Good Reason prior to such date, Executive will forfeit his right to receive any payments under this Section 4(c), including the unvested portion of the grants.

(d) Vacation and Management Benefits .  Executive shall be entitled to (i) four (4) weeks annual paid vacation (which shall not accumulate from year to year and shall be “paid” upon termination pursuant to Section 7); (ii) sick leave in accordance with Bank policy; (iii) benefits similarly provided to other executive officers of the Bank with similar job responsibilities, including but not limited to health insurance, appropriate county club membership, short term incentives, long term incentives and expenses.  All benefits shall be administered in accord with the Bank’s written policies.  

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(e) Reimbursement .  Executive shall be reimbursed for all reasonable “out-of-pocket” business expenses for continuing training and education, business travel and business entertainment (and where appropriate for business reasons, the business travel and business entertainment of his spouse) incurred in connection with the performance of his duties under this Agreement.  The reimbursement of Executive’s business expenses shall be upon monthly presentation to and approval by the CEO (in accordance with Bank’s expense reimbursement policy) of valid receipts and other appropriate documentation for such expenses, and in accordance with applicable governmental bank regulations.  

(f) Restrictions on Reimbursements, Gross-Ups and In-Kind Benefits .  Any reimbursements, gross-ups or in-kind benefits to be provided pursuant to this Agreement (including but not limited to the benefits described in Sections 4(c), 4(d) and 4(e)) which are taxable to Executive shall be subject to the following restrictions:  (i) each reimbursement or gross-up must be paid no later than the last day of the calendar year following Executive’s tax year during which the expense was incurred or tax was remitted, as the case may be; (ii) the amount of expenses or taxes eligible for reimbursement or in-kind benefits or gross-ups provided, during a tax year of Executive may not affect the expenses or taxes eligible for reimbursement or in-kind benefits or gross-ups to be provided, in any other tax year of Executive; (iii) the period during which any reimbursement or gross-up may be paid or in-kind benefit may be provided shall end two years after termination of this Agreement; and (iv) the right to reimbursement, gross-up or in-kind benefits is not subject to liquidation or exchange for another benefit.

5. Confidentiality of Trade Secrets; Non-Solicitation; Non-Competition .

(a) Trade Secrets .  Other than in the performance of his duties hereunder, Executive agrees not to disclose, either during the term of Executive’s employment by the Bank or thereafter, to any person, firm or corporation, any confidential information concerning the business affairs, the trade secrets, the customer lists or similar information of the Bank. Without limitation, any unique technique, method, process or technology used by the Bank shall be considered a “trade secret” for the purposes of this Agreement. This paragraph shall survive the expiration or termination of this Employment Agreement for any reason.

(b) Ownership of Trade Secrets; Assignment of Rights .  Executive hereby agrees that all know-how, documents, reports, plans, proposals, marketing and sales plans, client lists, client files and materials made by Executive, or made or otherwise possessed by the Bank, are the property of the Bank and shall not be used by Executive in any way adverse to the Bank’s interests. Executive shall not deliver, reproduce or in any way allow such documents or things to be delivered to or used by any third party other than as reasonably necessary to carry out Executive’s duties without specific direction or consent of the CEO. Executive hereby assigns to the Bank any rights which Executive may otherwise have in any such trade secret or proprietary information and agrees to execute any further documents reasonably requested to secure the assignment.

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(c) Non-Solicitation .  Executive covenants and agrees that both during and after his termination of employment with the Bank for any reason; he shall comply with the following:

 

(i)

During Executive’s employment with the Bank and for a period of twelve (12) months after his termination of employment with the Bank for any reason, Executive shall not engage in the following acts of “solicitation”:

 

1.

directly or indirectly, whether as an individual for Executive’s own account, or on behalf of any other person, firm, corporation, partnership, joint venture or entity whatsoever, solicit or endeavor to entice away from the Bank any employee who is employed by the Bank;

 

2.

directly or indirectly through any other individual or entity, solicit, entice, persuade or induce any individual or entity to terminate, reduce or refrain from forming, renewing or extending its relationship, whether actual or prospective, with the Bank; or

 

3.

directly or indirectly through any other individual or entity, solicit, entice, persuade or induce any individual or business that was a customer of Bank during the term of Executive’s employment with Bank to do business with any individual or entity with respect to matters that the Bank did business or was attempting to do with such customer either during the term of Executive’s employment with the Bank or during the term of this solicitation prohibition.

(d) Non-Competition .

 

(i)

During the term of this Agreement and continuing thereafter, if Executive continues to be employed by the Bank and/or any other entity owned by or affiliated with the Bank, for the duration of such period, and thereafter for a period equal to twelve (12) months, Executive shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity:

 

1.

serve, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant, advisor, or sales representative, with an insured depository institution that has a location within any county in which the Bank has a physical location at the time of termination, plus any county that is contiguous to any such county (the “ Territory ”);

 

2.

The foregoing covenants shall not be deemed to prohibit Executive from acquiring an ownership interest in any publicly-traded

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depository institution or its holding company, so long as that ownership interest does not exceed one percent (1%) of the total number of shares outstanding of that depository institution, and/or invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions.

(e) Conflicting Activities .  Executive shall not, during the term of this Agreement, be engaged in any other outside business activity without the prior written consent of the CEO with the exception of paid Board membership with non-competing companies, as approved by the CEO; provided, however , that this restriction shall not be construed as preventing Executive from investing his personal assets in publicly traded stocks and bonds and similar passive assets.

(f) Acknowledgment, Enforceability .  Executive acknowledges that, in exchange for the execution of the terms set forth in this Section 5, he has received substantial, valuable consideration, and that this Section 5 is the result of arms-length negotiations.  Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the restriction set forth in this Section.

 

(i)

Executive agrees that the restrictions set forth above are ancillary to an otherwise enforceable agreement and supported by independent valuable consideration as required by Kansas law.  Executive further agrees that the limitations as to time, geographical area, and scope of activity to be restrained by this Section are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the trade secrets, proprietary information, goodwill and other business interests of the Bank.  Executive agrees that if, at some later date, a court of competent jurisdiction determines that the agreement set forth in this Section does not meet the criteria established by Kansas law, this Section may be reformed by the court and enforced to the maximum extent permitted under Kansas law.

 

(ii)

This Section 5 shall survive any expiration, non-renewal or termination of the Agreement or any termination of Executive’s employment with the Bank.  To the extent that any provision of this Section 5 conflicts with the terms or provisions of any other agreement between the Bank and Executive, the terms of this Section 5 shall control for the applicable restriction period thereafter.

 

(iii)

All of the covenants in this Section shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Bank of such covenants.

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(iv)

It is specifically agreed that any restriction period stated in this Section 5 during which the agreements and covenants of Executive shall be effective, shall be computed by excluding from such computation any time during which Executive is in violation of any provision of this Section.

6. Termination . Notwithstanding anything to the contrary contained herein, Executive’s employment with the Bank and this Agreement shall terminate upon the occurrence of any of the following:

(a) Basis of Termination .

 

(i)

Executive’s employment hereunder may be terminated at any time by mutual agreement of the parties.

 

(ii)

This Agreement shall automatically terminate upon the Executive’s death or the date Executive becomes permanently incapacitated.  “Permanent Incapacity” as used herein, shall mean mental or physical incapacity, or both reasonably determined by the CEO based upon an opinion of Executive’s regularly attending physician or other qualified physician, rendering Executive unable to perform substantially all of his duties hereunder and which appears reasonably certain to continue for at least twelve consecutive months without substantial improvement.  Executive shall be deemed to have “become permanently incapacitated” on the date the CEO has determined that Executive is permanently incapacitated and so notifies Executive.

 

(iii)

Executive’s employment may be terminated by the Bank with “cause,” effective upon delivery of written notice to Executive given at any time (without any necessity for prior notice) if any of the following shall occur:

 

(1)

a violation of a material business directive of the CEO which is demonstrably willful and deliberate on Executive’s part and not remedied within a reasonable time period after receipt of written notice from the CEO;

 

(2)

(A) a felony conviction; (B) any other criminal conviction involving Executive’s theft, dishonesty, or moral turpitude; (C) continuing or habitual drug or alcohol use to an extent that interferes with the performance of Executive’s duties; or (D) Executive’s bankruptcy;

(3) Material breach of any material term of this Agreement; or

 

(4)

Failure to materially perform his duties to the satisfaction of any regulatory agency responsible for supervision of the Bank.

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(b) Termination by Executive with Notice .  Executive may terminate his employment hereunder by giving the Bank sixty (60) days’ prior written notice, which termination shall be effective on the 60 th day following such notice (the “ Notice Termination Date ”).  The Bank may, in lieu of continuing performance during the 60-day notice period, pay Executive his salary for the balance of the 60-day notice period without requiring further performance by Executive.

(c) Termination of Executive without Notice .  Executive’s employment may be terminated by the Bank for any reason other than death, permanent incapacity (as defined in paragraph 6(a)(ii) above), or cause (as defined in paragraph 6(a)(iii) above) by giving fifteen (15) days’ prior written notice to Executive and such termination shall be effective as of the date of termination stated in such notice.

(d) Termination by Executive for Good Reason .  Executive may terminate his employment for “good reason”.  For purposes of this Agreement, good reason means:

 

(i)

A change in Executive’s status, title, position or responsibilities (including reporting responsibilities) materially inconsistent with his current duties as Bank President;

 

(ii)

Any material breach by the Bank of any provision of this Agreement.

(e) Nonrenewal .  Either the Bank or Executive may terminate this Agreement and the employment relationship that existed between them by giving written notice to the other not less than ninety (90) days before the end of the initial term hereof, or any subsequent renewal term.

(f) Termination of Executive “Non-Performance ”.  Executive’s employment may be terminated by the Bank for “non-performance,” effective upon delivery of written notice to Executive given at any time (without any necessity for prior notice) if any one of the following shall occur:

 

(i)

failure to substantially perform his duties to the satisfaction of the CEO; or

 

(ii)

extended absences from the Bank aggregating six (6) months or more due to illness or disability within a twelve (12) month period.

(g) If the Executive is a member of the Board of Directors of either Bancshares or Equity Bank and the Executive’s employment is terminated by the Bank or by the Executive pursuant to Section 6, Executive shall immediately resign from his position(s) on the Board(s) of Directors of Bancshares and Equity Bank, effective as of the date his employment is terminated.

 

 

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7. Payment upon Termination .

(a) Upon termination pursuant to Section 6(a) or (f)(ii), the Bank shall pay to Executive within ten (10) days after termination an amount equal to the sum of Executive’s Base Salary accrued to the date of termination, plus any unreimbursed expenses, vacation pay, and other benefits accrued to the date of termination.  

(b) Upon termination pursuant to Section 6(b), the Bank shall pay to Executive, consistent with the Bank’s payroll practices (subject to the acceleration of contemplated by Section 6(b)), an amount equal to Executive’s Base Salary through the Notice Termination Date, plus any unreimbursed expenses, vacation pay, and other benefits accrued through the Notice Termination Date.

(c) Upon termination pursuant to Sections 6(c), (d), (e) or (f)(i), the Bank shall pay to Executive within ten (10) days after termination an amount equal to the sum of all compensation due to Executive under Section 4 accrued to the date of termination, including, without limitation, Executive’s Base Salary, bonus, vacation and management benefits, unreimbursed expenses, and other benefits.  In addition, the Bank shall pay Executive an amount equal to twelve (12) months of Executives’ Base Salary, subject to Executive signing a general release of claims in a form reasonably acceptable to the Bank within twenty-one (21) days or forty-five (45) days, whichever period is required by applicable law.  If Executive is in material breach of any of his obligations under Section 5 of this Agreement, the Bank may cease making these payments. If the Bank’s headquarters relocates from Wichita for any reason Executive is entitled to relocate or terminate according to Section 6(d).

(d) In addition to an amount equal to the sum of Executive’s Base Salary accrued to the date of a Change in Control Termination (defined below), plus any unreimbursed expenses, vacation pay, and other benefits accrued to the date of a Change in Control Termination, within thirty (30) days after a Change in Control Termination, the Bank shall pay Executive an amount equal to 2.00 times the sum of (i) the immediately prior year’s Base Salary and (ii) all additional cash compensation paid by the Bank and received by Executive during such year (but for the avoidance of doubt, it shall not include the value of any stock-based compensation) (“ Change in Control Payment ”); provided that in the event it is determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Internal Revenue Code), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then the Change in Control Payment under this Agreement shall be reduced by the maximum amount that may be paid without resulting in the imposition of excise tax on the Executive under Section 4999 of the Internal Revenue Code.  Any required reduction in the Change in Control Payment pursuant to the foregoing shall be accomplished by first reducing the amount of cash payments due under Section 4 and then by any other cash payments due to Executive.  All determinations to be made under this Section 7(d) shall be made by an independent public accounting firm selected by the Bank immediately prior to the Change in Control Termination, which shall provide its determinations and any supporting calculations both to the Bank and Executive within ten (10) days after the Change in Control Termination.  

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Any such determination by such accounting firm shall be binding upon the Bank and Executive.  The fees and expenses of such accounting firm in performing the determinations referred to in this Section shall be paid by the Bank.  For the avoidance of doubt, if Executive is eligible for the payment described in this Section, he shall not be eligible for any other severance benefit, inclusive of the benefits described in Section 7(b) hereof.  

(e) A “ Change in Control Termination ” shall mean (i) termination of Executive’s employment within twelve (12) months after a Change in Control (as defined below) for any reason other than death, “permanent incapacity”, “ Cause ” (as defined in Section 6(a)(iii) of this agreement), or (ii) Executive’s resignation from the Bank for any reason within twelve (12) months after the Change in Control.

(f) Change in Control ” shall mean the first to occur of any of the following events from and after the date of this Agreement:

 

(i)

Any person, entity or a “group” (as defined in Section 13(d)(3) of the Security Exchange Act, as amended (the “ Exchange Act ”)) becomes the beneficial owner, directly or indirectly of securities of Bancshares or Equity Bank representing 50% or more of: (1) the then outstanding shares of common stock of Bancshares or Equity Bank, as applicable;  (2) the combined voting power of Bancshares or Equity Bank’s then outstanding securities, as applicable; or (3) the fair market value of all Bancshares or Equity Bank’s then outstanding securities, as applicable; provided, however , if any person, entity or group is considered to own more than 50% of (1) the then outstanding shares of common stock of Bancshares or Equity Bank, as applicable; (2) the combined voting power of Bancshares or Equity Bank’s then outstanding securities, as applicable; or (3) the fair market value of all  Bancshares or Equity Bank’s then outstanding securities, as applicable, the acquisition of additional securities by the same person, entity or group shall not be deemed to be a Change in Control; or

 

(ii)

The majority of the members of the Board of Directors of Bancshares is replaced during any 24-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors of Bancshares prior to the date of the appointment or election; or

 

(iii)

The consummation of a merger or consolidation of Bancshares or Equity Bank with any other entity other than (1) a merger or consolidation which would result in the voting securities of Bancshares or Equity Bank outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof)  50% or more of the combined voting power of the voting securities of Bancshares or Equity Bank or

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such surviving entity or any parent hereof outstanding immediately after such merger or consolidation, or (2) a merger or consolidation effected to implement a recapitalization of Bancshares or Equity Bank (or similar transaction) in which no person, entity or “group” (as defined in Section 13(d)(3) of the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of securities of Bancshares or Equity Bank representing 50% or more of (1) the then outstanding shares of common stock of Bancshares or Equity Bank; (2) the combined voting power of Bancshares or Equity Bank’s then outstanding securities; or (3) the fair market value of all Bancshares or Equity Bank’s then outstanding securities; or

 

(iv)

The sale or disposition of all or substantially all of the assets of Bancshares or Equity Bank, as applicable;

Notwithstanding the foregoing, no “ Change in Control ” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the holders of the common stock of Bancshares or Equity Bank immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of Bancshares or Equity Bank immediately following such transaction or series of transactions.

For purpose of this Section, “beneficial ownership” shall be determined in accordance with Rule 13d-3 under the Exchange Act.

8. Notices .  Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage paid, to Executive at the last address Executive has filed in writing with the Bank, or, in the case of the Bank, to the attention of the CEO.  All such communications shall be deemed given upon receipt.  Any party may by notice in writing to the other parties change the address to which notices to it or him are to be addressed hereunder.

9. Internal Revenue Code Section 409A .

(a) It is intended that this Agreement will comply with Section 409A of the Code and any regulations and guidelines issued thereunder (collectively, “ Section 409A ”) to the extent this Agreement is subject thereto.  This Agreement shall be interpreted on a basis consistent with such intent.

(b) If any payments or benefits provided to the Executive by the Bank, either per this Agreement or otherwise, are non-qualified deferred compensation subject to, and not exempt from, Section 409A (“ Subject Payments ”), the following provisions shall apply to such payments and/or benefits:

(c) For payments and benefits triggered by termination of employment, reference to the Executive’s “termination of employment” (and corollary terms) with the Bank shall be construed to refer to the Executive’s “separation from service” from the

Page 10


 

 

Bank (with such phrase determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by the Bank) in tandem with the termination of his employment with the Bank.

(d) If the Executive is deemed on the date of his “separation from service” to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-l(i)), then with regard to any payment that is required to be delayed pursuant to Internal Revenue Code Section 409A(a)(2)(B) (the “ Delayed Payments ”), such payment shall not be made prior to the earlier of (i) the expiration of the six (6) month period measured from the date of his “separation from service” and (ii) the date of his death.  Any payments other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein.  In no case will the delay of any of the Delayed Payments by the Bank constitute a breach of the Bank’s obligations to the Executive.

(e) The Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.  Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Bank.  

(f) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any Subject Payment be subject to offset by any other amount unless otherwise permitted by Section 409A.

(g) Notwithstanding anything herein to the contrary, in regard to Subject Payments, the definition of Change in Control set forth herein shall not be broader than the definition of “change in control event” as set forth under Section 409A, and if a transaction or event does not otherwise fall within such definition of “change of control event,” it shall not be deemed a Change in Control.

(h) To the extent that any reimbursement or in-kind benefits are Subject Payments: (x) the amount eligible for reimbursement or in-kind benefit in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (y) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit, and (z) subject to any shorter time periods provided herein, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred.

(i) If an amendment of this Agreement is necessary in order for it to comply with Section 409A, the Executive and the Bank agree to negotiate in good faith to amend this Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible.  No action or failure by the Bank in good faith to act, pursuant to this Section 20, shall subject the Bank to any claim, liability, or expense, and the Bank shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Section 409A.  The Bank does not make any

Page 11


 

 

representations as to the personal income tax treatment of any severance payments or other benefits provided to the Executive.

10. Miscellaneous .

(a) Entire Agreement .  This Agreement constitutes the entire agreement between the parties and may not be changed except by a writing duly executed and delivered by the parties hereto.

(b) Governing Law .  This Agreement is governed by and shall be construed in accordance with the laws of the State of Kansas, without giving effect to its conflicts of laws principles.

(c) Survival .  Except as otherwise provided in this Agreement, upon the termination of this Agreement, the obligations of the Bank and Executive contained in Sections 5 and 6 shall survive and remain in effect.

(d) Enforcement .  In view of the substantial harm which will result from the breach by Executive of any of the covenants contained in Section 5 the parties agree that such covenants shall be enforced to the fullest extent permitted by law.  Accordingly, if, in any judicial proceeding, a court shall determine that such covenants are unenforceable because they cover too extensive a geographic area or survive for too long a period of time, or for any other reason, then the parties intend that such covenants shall be deemed to cover such maximum geographic area and maximum period of time and shall otherwise be deemed to be limited in such manner as will permit enforceability by such court.  If any term or provision of this Agreement or the application thereof to any circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application to other persons and circumstances shall not be affected thereby and each term and provision hereof shall be enforced to the fullest extent permitted by law.

(e) Remedies .  Executive agrees that his breach of any of the provisions of Section 5 above will cause irreparable damage to the Bank and that the recovery by the Bank of money damages will not alone constitute an adequate remedy for such breach.  Accordingly, Executive agrees that such provisions may be specifically enforced against him, in addition to any other rights or remedies available to the Bank on account of any such breach, and Executive hereby waives the defense in any equitable proceeding that there is an adequate remedy at law for any such breach and agrees that injunctive or other equitable relief will not constitute any hardship upon Executive.

(f) Assignment .  The rights and obligations of the parties to this Agreement shall not be assignable, except that the rights and obligations of the Bank hereunder shall be assignable to any successor of the Bank upon a merger, reorganization or recapitalization or any entity that acquires substantially all of the assets of the Bank.

(g) Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument, regardless of whether or not the signatures

Page 12


 

 

of all of the parties hereto appear on any single counterpart hereof.  For purposes of this Agreement, the Bank and Executive agree that a facsimile or electronically transmitted counterpart bearing the signature of any party to this Agreement shall, absent manifest evidence of fraud, be binding upon such party when actually delivered to the other parties hereto.

(h) Notices .  Unless otherwise provided herein, any and all payments, notices, requests, instructions and other communications required or permitted to be given under this Agreement after the date hereof by any party hereto to any other party may be delivered personally or by nationally recognized overnight courier service or sent by mail or (except in the case of payments) by facsimile transmission, at the respective addresses or transmission numbers set forth below and shall be effective (i) in the case of personal delivery, electronic transmission, when received; (ii) in the case of mail, upon the earlier of actual receipt or five (5) business days after deposit in the United States Postal Service, first class certified or registered mail, postage prepaid, return receipt requested; and (iii) in the case of nationally-recognized overnight courier service, one (1) business day after delivery to such courier service together with all appropriate fees or charges and instructions for such overnight delivery.  The parties may change their respective addresses and transmission numbers by written notice to all other parties, sent as provided in this Paragraph 9(h) .  All communications must be in writing and addressed as follows:

If to Executive :

Wendell Bontrager


E-mail:  

If to the Bank :

Equity Bank
7701 E. Kellogg, Suite 300
Wichita, Kansas 67207
ATTN: CEO
E-mail:

Cc: Human Resources

Or such other addresses as will be furnished in writing by the parties.

(i) Remedies Cumulative; No Waiver .  No remedy conferred upon either party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity.  No delay or omission by either party in exercising any right, remedy, or power hereunder or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy, or power may be

Page 13


 

 

exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in such party’s sole discretion.

(j) Arbitration .  Subject to Section 9(e) hereof, any dispute, controversy, or claim arising out of or relating to this Agreement or breach thereof, or arising out of or relating in any way to the employment of Executive or the termination thereof, shall be submitted to arbitration in accordance with the Employment Dispute Arbitration Rules of the American Arbitration Association .  The arbitration proceedings shall be held in the either Butler County, Kansas, or Sedgwick County, Kansas.  Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  In reaching his decision, the arbitrator shall have no authority to ignore, change, modify, add to or delete from any provision of this Agreement, but instead is limited to interpreting this Agreement.  The parties specifically acknowledge that the Arbitrator must award fees, including attorneys’ fees, and costs of the arbitration to the prevailing party in any such proceeding.

[Remainder of page intentionally left blank]


Page 14


 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

EXECUTIVE

 

 

/s/ Wendell Bontrager

Wendell Bontrager

 

 

EQUITY BANK

 

 

By: /s/ Brad Elliott

Brad Elliott Chairman/CEO

 

 

EQUITY BANCSHARES, INC.

 

 

By: /s/ Brad Elliott

Brad Elliott Chairman/CEO

 

 

 

 

Page 15

Exhibit 99.1

Equity Bancshares, Inc.

PRESS RELEASE - 1/26/2017

 

Equity Bancshares, Inc. Reports Results for Q4 and 2016

Active year includes a merger completion, merger announcement and private placement closing

 

WICHITA, Kansas, January 26, 2017 (GLOBE NEWSWIRE) – Equity Bancshares, Inc. (NASDAQ: EQBK), (“Equity”, “we”, “us”, “our”), the Wichita-based holding company of Equity Bank, reported its unaudited results for the year ended December 31, 2016, including net income allocable to common stockholders of $9.4 million.

 

Brad Elliott, Chairman and CEO of Equity, said, “Our Equity Bank markets and team members have grown during 2016 as a result of continued opportunities to expand into vibrant, diverse markets like our Ozark Mountain region in Arkansas, and upcoming additions to our Western Kansas market. Our results and success directly reflect talent, commitment, and collaboration of Equity Bank employees and their work to deliver the best banking experience to consumer, commercial, and community customers throughout our region. In 2017, we’ll continue to be innovative with our processes, products, and delivery to customers, and we’ll continue to search for partnerships that are a fit with our culture and communities.”

 

Equity announced today the 2017 relocation of its Equity Bank location at 225 West Central in Andover, Kansas, to a nearby facility serving Andover. Equity will break ground on the new bank location in the first quarter of 2017, and expects to complete construction late in 2017. Equity’s Andover branch was the first bank location in Equity’s three-state footprint. Following formation of Equity in 2002, the company acquired the National Bank of Andover in 2003 and renamed it Equity Bank.

 

Equity also received regulatory approval on January 5, 2017, for its definitive merger agreement to acquire all the common stock of Prairie State Bancshares, Inc. (“Prairie”), originally announced October 20, 2016. Following the consummation of the transaction in the first quarter of 2017, Equity Bank will operate branch locations in Hoxie, Grinnell and Quinter, Kansas, bringing its branch total to 37.

 

Equity closed a private placement of 770,000 shares of its Class A common stock at $32.50 per share on December 20, 2016. The net proceeds of $23.6 million, after offering costs of $1.4 million, were used to pay off Equity’s $6.0 million line of credit and will provide working capital for Equity’s continuing growth strategies.

 

Equity completed its acquisition of Community First Bancshares, Inc. (“Community”) of Harrison, Arkansas on November 10, 2016. The merger added five branch locations in Berryville, Eureka Springs, Harrison and Pea Ridge, Arkansas to the Equity footprint, and marked the company’s expansion into Arkansas. At acquisition, Community had assets of $462.9 million, net loans of $354.1 million, and total deposits of $375.4 million. Results of operations of Community were included in Equity’s results of operations beginning November 11, 2016.

 

Highlights of Equity’s growth include:

 

 

-

Total loans held for investment of $1.38 billion at December 31, 2016, as compared to total loans held for investment of $960.4 million at December 31, 2015.  The increase of $423.3 million includes $354.1 million of loans added in the Community merger.

 

-

Total deposits were $1.63 billion at December 31, 2016, and $1.22 billion at December 31, 2015.  Signature Deposits, or core deposits comprised of checking accounts, savings accounts, and money market accounts, were $1.08 billion at December 31, 2016, compared to $777.3 million at December 31, 2015.  The Community merger added total deposits of $375.4 million, including core deposits of $278.0 million.

 

-

Total assets of $2.19 billion at December 31, 2016, compared to $1.59 billion at December 31, 2015.  The Community merger added total assets of $462.9 million.

 

-

Private placement of 770,000 shares at $32.50 per share added $23.6 million, net of offering costs of $1.4 million, to total stockholders’ equity.

 

-

Book value per common share of $22.09 at December 31, 2016 and $18.37 at December 31, 2015. Tangible book value per common share of $16.64 at December 31, 2016 and $15.97 at December 31, 2015.

 

1

 


Exhibit 99.1

Equity Bancshares, Inc.

PRESS RELEASE - 1/26/2017

 

Financial Results For Year and Quarter Ended December 31, 2016

 

Net income allocable to common stockholders was $9.4 million for the year ended December 31, 2016, as compared to $10.1 million for the year ended December 31, 2015, a decrease of $750 thousand or 7.4%.  Beginning October 10, 2015, financial results reflect the merger of First Independence Corporation and its subsidiary, First Federal Savings & Loan of Independence, Kansas, collectively referred to as “First Independence.” The merger of First Independence added four branch locations in southeast Kansas with total assets of $135.0 million.  Results of operations of Community were included in Equity’s results of operations beginning November 11, 2016.  Merger expenses of $5.3 million, $3.9 million after tax, are included in 2016 results.  These costs were incurred in connection with the Community merger and pending Prairie merger.  Merger expenses associated with the First Independence acquisition totaled $1.7 million, $1.1 million after tax, are included in 2015 results.

 

Diluted earnings per share were $1.07 for the year ended December 31, 2016, as compared to $1.54 for the comparable period of 2015.  Weighted average fully diluted shares were 8,755,526 and 6,560,021 for the years ended December 31, 2016 and 2015.  The increase in weighted average fully diluted shares reflect the issuance of 1,941,000 shares in connection with Equity’s November 2015 initial public offering, the issuance of 2,689,690 shares in connection with the November 2016 merger of Community, and 770,000 shares issued on December 20, 2016 in a private placement.

 

Net interest income was $52.6 million for the year ended December 31, 2016 as compared to $46.3 million for the year ended December 31, 2015, a $6.3 million or 13.7% increase. The increase in net interest income was primarily driven by growth in loan and securities balances, partially offset by an increase in interest expense as we funded the increase in earning assets with increased deposits and borrowings.

 

Our net interest margin was 3.30% for the year ended December 31, 2016 as compared to 3.65% for the year ended December 31, 2015. The decrease in net interest margin was primarily due to the decrease in overall yield on interest-earning assets and the utilization of our “leverage” or “spread” opportunity. The decrease in yield on interest-earning assets is primarily due to growth in a continually low interest rate environment and the pay down of older higher yielding assets. Our spread opportunity, as more fully discussed in our Annual Report on Form 10-K, positively impacts net income but negatively impacts net interest margin due to investing in lower yielding interest-earning assets. Net interest margin excluding this spread opportunity was approximately 3.51% for the twelve months ended December 31, 2016 and approximately 3.75% for the same time period in 2015.  Equity suspended the utilization of this strategy effective October 1, 2016.

 

The provision for loan losses was $2.1 million for the year ended December 31, 2016 as compared to $3.0 million for the year ended December 31, 2015.  Net charge-offs for the twelve months ended December 31, 2016 were $1.2 million compared to net charge-offs of $3.5 million for the comparable period of 2015.

 

Total non-interest income was $10.5 million for the year ended December 31, 2016 as compared to $9.8 million for the year ended December 31, 2015. Increases in service charges and fees and in debit card income are principally attributable to the addition of accounts and higher transaction volumes associated with the First Independence merger and to a lesser extent the November 2016 Community merger.  Non-interest income includes net gain from securities transactions of $479 thousand and $756 thousand for the twelve-month periods ended December 31, 2016 and 2015.

 

Total non-interest expense was $47.1 million for the year ended December 31, 2016 as compared to $38.6 million for the year ended December 31, 2015. These results reflect the full-year effect of the First Independence merger, the November 2016 addition of five locations in Arkansas, as well as additions to lending, customer service, and operations staff and increased data processing costs principally associated with increased debit card volumes. Non-interest expense also includes merger expenses of $5.3 million for the year ended December 31, 2016.  These costs were incurred in connection with the Community merger and pending Prairie merger.  Merger expenses for the year ended December 31, 2015 were associated with the First Independence merger and totaled $1.7 million.

 

2

 


Exhibit 99.1

Equity Bancshares, Inc.

PRESS RELEASE - 1/26/2017

 

Equity’s effective tax rate for the twelve-month period ended December 31, 2016 was 32.4% as compared to 28.7% for the comparable period ended December 31, 2015.  The effective tax rates for each of the comparable periods reflect the levels of tax-exempt interest income, non-taxable life insurance income, non-deductible facilitative merger expenses, and other non-deductible expenses included in income before income taxes as well as federal income tax credits in Equity’s financial results for the respective periods.  The lower effective tax rate in 2015 was principally due to the benefit of increased income tax credits from investments in qualified affordable housing projects, including an additional project acquired in the First Independence acquisition.

 

Fourth Quarter Financial Results

 

Net income allocable to common stockholders was $417 thousand for the three months ended December 31, 2016, as compared to $2.5 million for the three months ended December 31, 2015.  Diluted earnings per share were $0.04 for the three-month period ended December 31, 2016, as compared to $0.34 for the comparable period of 2015.  Weighted average fully diluted shares were 10,012,395 and 7,360,898 for the three-month periods ended December 31, 2016 and 2015.  

 

Net interest income for the quarter ended December 31, 2016 was $15.7 million as compared to $12.3 million for the quarter ended December 31, 2015. Growth in loan and securities balances, partially offset by the increased deposits and borrowings required to fund that growth resulted in the increased net interest income.

 

Our net interest margin was 3.60% for the quarter ended December 31, 2016 and 3.26% for the comparable quarter of the prior year.

 

The provision for loan losses was $760 thousand for the quarter ended December 31, 2016 as compared to $1.2 million for the quarter ended December 31, 2015. Net charge-offs for the three months ended December 31, 2016 were $405 thousand compared to net charge-offs of $712 thousand for the comparable period of 2015.

Total non-interest income for the quarter ended December 31, 2016 was $2.8 million, compared to $3.3 million for the quarter ended December 31, 2015.  Non-interest income in the fourth quarter of 2015 included a net gain of $682 thousand on the acquisition of First Independence and net gain from securities transactions of $386 thousand.

 

Total non-interest expense for the quarter ended December 31, 2016 was $16.7 million, compared to $11.7 million for the quarter ended December 31, 2015. Non-interest expense includes merger expenses of $5.1 million for the three-months ended December 31, 2016, compared to $1.6 million for the comparable period of 2015. Increased non-interest expense reflects the effect of the Community merger, as well as additions to lending, customer service, and operations staff and increased data processing costs principally associated with increased debit card volumes.

 

Equity’s provision for income taxes was $564 thousand for the quarter ended December 31, 2016, as compared to provision for income taxes of $240 thousand for the quarter ended December 31, 2015.

 

Loans, Deposits, And Total Assets

 

Loans held for investment were $1.38 billion at December 31, 2016, compared to $960.4 million at December 31, 2015, an increase of $423.3 million. The year-over-year increase in loans held for investment includes $354.1 million of net loans acquired in the Community merger in the fourth quarter of 2016 and $69.2 million, or 7.2%, of other loan growth.

 

As of December 31, 2016, Equity’s allowance for loan losses to total loans was 0.46%, compared to 0.57% at December 31, 2015. Total reserves, including purchase discounts, to total loans were approximately 1.37% as of December 31, 2016, compared to 0.81% at December 31, 2015. Nonperforming assets of $31.3 million as of December 31, 2016 were 1.43% to total assets, and include $20.5 million of nonperforming assets acquired in the Community merger.  Nonperforming assets at December 31, 2015 were $14.0 million or 0.89% of total assets.

 

3

 


Exhibit 99.1

Equity Bancshares, Inc.

PRESS RELEASE - 1/26/2017

Total deposits were $ 1. 63 billion at December 3 1 , 2016, as compared to $1.22 billion at December 31, 2015 . Total deposits increased $ 414.5 million between December 3 1 , 2015 and December 3 1 , 2016, including $ 375.4 million of deposits assumed in the Community merger and $39.1 million, or 3.2%, of non-acquisition related deposit growth .    Signature D eposits were $ 1.08 billion at December 3 1 , 2016, as compared to $777 .3 million at December 31, 2015.   

 

At December 31, 2016, Equity had consolidated total assets of $2.19 billion, compared to $1.59 billion at December 31, 2015, an increase of $606.5 million.  The increase in total assets includes $462.9 million of total assets acquired in the Community merger.

 

Capital and Borrowings

 

On November 16, 2015, Equity completed our initial public offering (“IPO”) of 1,941,000 shares.  In January 2016, a portion of the IPO net proceeds of $38.9 million were used to retire our Small Business Lending Fund obligation of $16.4 million and repay our bank stock loan of $18.6 million.

 

In connection with the Community merger, Equity issued 2,689,690 shares valued at $27.62 per share, Equity’s closing price on November 10, 2016.  Net of $549 thousand of stock issuance costs, the Community merger added $73.7 million to stockholders’ equity.

 

Total stockholders’ equity also increased $23.6 million in connection with the private placement of 770,000 shares on December 20, 2016. The net proceeds of the private placement were used to pay off Equity’s $6.0 million line of credit and will provide working capital for Equity’s continuing growth strategies.

  

At December 31, 2016, common stockholders’ equity totaled $258.0 million, $22.09 per common share, compared to $167.2 million, $18.37 per common share, at December 31, 2015.  Tangible common equity was $194.4 million and tangible book value per common share was $16.64 at December 31, 2016. Tangible common equity was $131.2 million and tangible book value per common share was $15.97 at December 31, 2015.  The ratio of common equity tier 1 capital to risk-weighted assets was approximately 13.34% and the total capital to risk-weighted assets was approximately 14.67% at December 31, 2016.

 

Non-GAAP Financial Measures

 

This press release includes certain non-GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. Reconciliations of non-GAAP financial measures to GAAP financial measures are provided at the end of this press release.

 

Conference Call and Webcast

 

Equity Bancshares will host a conference call and webcast to review these results on Friday, January 27, 2017 at 9:00 a.m. central time. Investors, news media, and others may dial into the call toll-free at (844) 534-7311 from anywhere in the U.S. or (574) 990-1419 internationally, using conference ID no. 82330056.  Participants are encouraged to dial into the call or access the webcast approximately 10 minutes prior to the start time. Presentation slides to pair with the call or webcast will be posted one hour prior to the call at investor.equitybank.com .

 

A replay of the call and webcast will be available two hours following the close of the call until February 3, 2017, accessible at (855) 859-2056 with conference ID no. 82330056 or investor.equitybank.com .

 

About Equity Bancshares, Inc.

 

Equity Bancshares, Inc. is the holding company for Equity Bank, offering a full range of financial solutions, including commercial loans, consumer banking, mortgage loans, and treasury management services. As of December 31, 2016, Equity had $2.19 billion in consolidated total assets, with 34 locations throughout Kansas, Missouri, and Arkansas, including corporate headquarters in Wichita and branches throughout the Kansas City metropolitan area. Learn more at www.equitybank.com .

 

4

 


Exhibit 99.1

Equity Bancshares, Inc.

PRESS RELEASE - 1/26/2017

Equity seeks to provide an enhanced banking experience for customers by providing a suite of sophisticated banking products and services tailored to their needs, while delivering the high-quality, relationship-based customer service of a community bank. Equity’s common stock is traded on the NASDAQ Global Select Market under the symbol “EQBK.”

 

Special Note Concerning Forward-Looking Statements

 

This press release contains “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.  These forward-looking statements reflect the current views of Equity’s management with respect to, among other things, future events and Equity’s financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature.  These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about Equity’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond Equity’s control. Accordingly, Equity cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although Equity believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.  Factors that could cause actual results to differ materially from Equity’s expectations include competition from other financial institutions and bank holding companies; the effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; changes in the demand for loans; fluctuations in value of collateral and loan reserves; inflation, interest rate, market and monetary fluctuations; changes in consumer spending, borrowing and savings habits; and acquisitions and integration of acquired businesses, and similar variables. The foregoing list of factors is not exhaustive.

 

For discussion of these and other risks that may cause actual results to differ from expectations, please refer to “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in Equity’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 17, 2016 and any updates to those risk factors set forth in Equity’s subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, Form S-3 or Form S-4. If one or more events related to these or other risks or uncertainties materialize, or if Equity’s underlying assumptions prove to be incorrect, actual results may differ materially from what Equity anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and Equity does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for us to predict those events or how they may affect us. In addition, Equity cannot assess the impact of each factor on Equity’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Equity or persons acting on Equity’s behalf may issue.

 

Important Additional Information

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. Investors and security holders are urged to carefully review and consider Equity’s public filings with the SEC, including but not limited to its Annual Report on Form 10-K, its proxy statement, its Current Reports on Form 8-K and its Quarterly Reports on Form 10-Q. The documents filed by Equity with the SEC may be obtained free of charge at Equity’s investor relations website at investor.equitybank.com or at the SEC’s website at www.sec.gov. Alternatively, these documents, when available, can be obtained free of charge from Equity upon written request to Equity Bancshares, Inc., Attn: Investor Relations, 7701 East Kellogg Drive, Suite 300, Wichita, Kansas 67207 or by calling (316) 612-6000.

 

In connection with the proposed transaction between Equity and Prairie State Bancshares, Inc. (“Prairie”), Equity filed a registration statement on Form S-4 with the SEC on December 27, 2016, which included a proxy statement of Prairie and a prospectus of Equity, and will file other documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF PRAIRIE ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A

5

 


Exhibit 99.1

Equity Bancshares, Inc.

PRESS RELEASE - 1/26/2017

proxy statement/prospectus will be sent to the stockholders of Prairie seeking the required stockholder approvals. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus free of charge from the SEC’s website or from Equity by writing to the address provided above.

 

Equity and Prairie and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Prairie stockholders in connection with the proposed transaction. Information about Equity’s participants may be found in the definitive proxy statement of Equity relating to its 2016 Annual Meeting of Stockholders filed with the SEC on March 28, 2016. The definitive proxy statement can be obtained free of charge from the sources indicated above. Additional information regarding the interests of such participants will be included in the proxy statement and other relevant documents regarding the proposed merger transaction filed with the SEC when they become available, copies of which may also be obtained free of charge from the sources indicated above.

 

 

 

 

Unaudited Financial Tables

 

Table 1 . Selected Financial Highlights

 

Table 2 . Consolidated Balance Sheets

 

Table 3 . Consolidated Statements of Income

 

Table 4 . Non-GAAP Financial Measures


6

 


Exhibit 99.1

Equity Bancshares, Inc.

PRESS RELEASE - 1/26/2017

TABLE 1. SELECTED FINANCIAL HIGHLIGHTS (Unaudited)

(Dollars in thousands, except per share data)

 

As of and for the three months ended

 

December 31,

2016

September 30,

2016

June 30,

2016

March 31,

2016

December 31,

2015

Statement of Income Data

 

 

 

 

 

Net interest income

$15,663

$11,982

$12,194

$12,758

$12,313

Provision for loan losses

760

104

532

723

1,180

Net gain on acquisition

682

Net gains from securities transactions

59

420

386

Total non-interest income

2,789

2,527

2,452

2,698

3,325

Merger expenses

5,057

237

1,614

Total non-interest expense

16,711

10,734

9,941

9,689

11,664

Income before income taxes

981

3,671

4,173

5,044

2,794

Provision for income taxes

564

1,000

1,327

1,604

240

Net income

417

2,671

2,846

3,440

2,554

Dividends and discount accretion on preferred stock

(1)

(48)

Net income allocable to common stockholders

417

2,671

2,846

3,439

2,506

Basic earnings per share

0.04

0.32

0.35

0.42

0.35

Diluted earnings per share

0.04

0.32

0.34

0.41

0.34

 

 

 

 

 

 

Balance Sheet Data (at period end)

 

 

 

 

 

Securities available-for-sale

$95,732

$102,391

$74,976

$113,821

$130,810

Securities held-to-maturity

465,709

349,915

317,509

301,931

310,539

Gross loans held for investment

1,383,605

956,070

980,110

938,055

960,355

Allowance for loan losses

6,432

6,080

6,030

5,980

5,506

Goodwill and core deposit intangibles, net

63,589

19,419

19,506

19,592

19,679

Total assets

2,192,192

1,557,082

1,544,857

1,528,729

1,585,727

Total deposits

1,630,451

1,177,732

1,196,767

1,234,165

1,215,914

Non-time deposits

1,077,293

740,623

753,168

803,653

777,302

Borrowings

293,909

203,569

179,801

130,651

194,064

Total liabilities

1,934,228

1,395,834

1,386,669

1,373,637

1,418,494

Total stockholders’ equity

257,964

161,248

158,188

155,092

167,233

Tangible common equity *

194,352

141,804

138,656

135,472

131,153

 

 

 

 

 

 

Selected Average Balance Sheet Data (quarterly average)

 

 

 

 

 

Total gross loans receivable

$1,175,300

$968,402

$950,243

$944,366

$921,312

Investment securities

516,988

414,376

412,095

425,434

425,450

Interest-earning assets

1,729,927

1,555,511

1,541,405

1,542,794

1,499,139

Total assets

1,886,002

1,668,534

1,655,317

1,657,655

1,613,499

Interest-bearing deposits

1,210,571

1,022,155

1,045,784

1,060,618

991,109

Borrowings

256,330

314,181

284,631

280,097

311,871

Total interest-bearing liabilities

1,466,900

1,336,336

1,330,415

1,340,715

1,302,980

Total deposits

1,412,587

1,184,717

1,204,861

1,214,738

1,151,932

Total liabilities

1,681,226

1,508,647

1,498,914

1,503,726

1,473,292

Total stockholders’ equity

204,773

159,887

156,403

153,929

140,207

Tangible common equity

148,287

136,771

135,094

133,313

110,893

 

 

 

 

 

 

Performance ratios

 

 

 

 

 

Return on average assets (ROAA) annualized

0.09%

0.64%

0.69%

0.83%

0.63%

Return on average equity (ROAE) annualized

0.81%

6.65%

7.32%

8.99%

7.23%

Return on average tangible common equity (ROATCE) annualized *

1.39%

7.94%

8.64%

10.55%

9.18%

Yield on loans annualized

5.21%

4.72%

4.89%

5.04%

4.95%

Cost of interest-bearing deposits annualized

0.68%

0.66%

0.64%

0.61%

0.61%

Cost of total deposits annualized

0.58%

0.57%

0.56%

0.53%

0.52%

Net interest margin annualized

3.60%

3.06%

3.18%

3.33%

3.26%

Efficiency ratio *

63.16%

72.35%

68.15%

64.05%

68.98%

Non-interest income / average assets

0.59%

0.60%

0.60%

0.65%

0.82%

Non-interest expense / average assets

3.52%

2.56%

2.42%

2.35%

2.87%

 

 

 

 

 

 

Capital Ratios

 

 

 

 

 

Tier 1 Leverage Ratio

11.80%

9.42%

9.32%

9.10%

9.47%

Common Equity Tier 1 Capital Ratio

13.34%

13.57%

13.04%

13.13%

12.35%

Tier 1 Risk Based Capital Ratio

14.25%

14.45%

13.90%

14.01%

13.85%

Total Risk Based Capital Ratio

14.67%

15.02%

14.45%

14.57%

14.35%

Total stockholders’ equity to total assets

11.77%

10.36%

10.24%

10.15%

10.55%

Tangible common equity to tangible assets *

9.13%

9.22%

9.09%

8.98%

8.37%

Book value per share

$22.09

$19.62

$19.25

$18.89

$18.37

Tangible common book value per share *

$16.64

$17.25

$16.87

$16.50

$15.97

Tangible book value per diluted common share *

$16.37

$16.95

$16.64

$16.29

$15.74

 

* The value noted is considered a Non-GAAP financial measure.  For a reconciliation of Non-GAAP financial measures, see Table 4. Non-GAAP Financial Measures.

7

 


Exhibit 99.1

Equity Bancshares, Inc.

PRESS RELEASE - 1/26/2017

TABLE 2. CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollars in thousands)

 

December 31,

2016

December 31,

2015

ASSETS

 

 

Cash and due from banks

$34,137

$36,276

Federal funds sold

958

20,553

 

 

 

Cash and cash equivalents

35,095

56,829

 

 

 

Interest-bearing time deposits in other banks

3,750

5,245

Available-for-sale securities

95,732

130,810

Held-to-maturity securities, fair value of $352,768 and $312,802

465,709

310,539

Loans held for sale

4,830

3,504

Loans, net of allowance for loan losses of $6,432 and $5,506

1,377,173

954,849

Other real estate owned, net

8,656

5,811

Premises and equipment, net

50,515

39,147

Bank owned life insurance

48,055

32,555

Federal Reserve Bank and Federal Home Loan Bank stock

16,652

11,013

Interest receivable

6,991

4,540

Goodwill

58,874

18,130

Core deposit intangible, net

4,715

1,549

Other

15,445

11,206

 

 

 

Total assets

$2,192,192

$1,585,727

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

Deposits

 

 

Demand

$207,668

$157,834

 

 

 

Total non-interest bearing deposits

207,668

157,834

 

 

 

Savings, NOW, and money market

869,625

619,468

Time

553,158

438,612

 

 

 

Total interest-bearing deposits

1,422,783

1,058,080

 

 

 

Total deposits

1,630,451

1,215,914

 

 

 

Federal funds purchased and retail repurchase agreements

20,637

20,762

Federal Home Loan Bank advances

259,588

145,439

Bank stock loan

18,612

Subordinated debentures

13,684

9,251

Contractual obligations

2,504

3,093

Interest payable and other liabilities

7,364

5,423

Total liabilities

1,934,228

1,418,494

 

 

 

 

 

 

Stockholders’ equity

 

 

Preferred stock, Series C (liquidation preference of $16,372)

16,372

Common stock

132

97

Additional paid-in capital

236,103

138,077

Retained earnings

44,328

34,955

Accumulated other comprehensive loss

(2,702)

(2,371)

Employee stock loans

(242)

(242)

Treasury stock

(19,655)

(19,655)

Total stockholders’ equity

257,964

167,233

Total liabilities and stockholders’ equity

$2,192,192

$1,585,727


8

 


Exhibit 99.1

Equity Bancshares, Inc.

PRESS RELEASE - 1/26/2017

 

TABLE 3. CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(Dollars in thousands, except per share data)

 

Three Months Ended

December 31,

Year Ended

December 31,

 

2016

2015

2016

2015

Interest and dividend income

 

 

 

 

Loans, including fees

$15,387

$11,499

$50,272

$43,361

Securities, taxable

2,060

2,193

8,111

7,634

Securities, nontaxable

611

311

1,654

1,057

Federal funds sold and other

249

427

1,762

976

 

 

 

 

 

Total interest and dividend income

18,307

14,430

61,799

53,028

 

 

 

 

 

Interest expense

 

 

 

 

Deposits

2,058

1,517

7,042

4,926

Federal funds purchased and retail repurchase agreements

16

14

58

61

Federal Home Loan Bank advances

337

228

1,400

495

Bank stock loan

31

195

31

641

Subordinated debentures

202

163

671

643

 

 

 

 

 

Total interest expense

2,644

2,117

9,202

6,766

 

 

 

 

 

Net interest income

15,663

12,313

52,597

46,262

Provision for loan losses

760

1,180

2,119

3,047

 

 

 

 

 

Net interest income after provision for loan losses

14,903

11,133

50,478

43,215

Non-interest income

 

 

 

 

Service charges and fees

1,115

885

3,552

2,708

Debit card income

771

624

2,898

2,161

Mortgage banking

375

233

1,394

1,088

Increase in value of bank owned life insurance

254

257

1,000

957

Net gain from acquisition

682

682

Net gain from securities transactions

386

479

756

Other

274

258

1,143

1,450

 

 

 

 

 

Total non-interest income

2,789

3,325

10,466

9,802

 

 

 

 

 

Non-interest expense

 

 

 

 

Salaries and employee benefits

6,102

4,959

21,951

19,202

Net occupancy and equipment

1,265

1,077

4,586

4,155

Data processing

978

812

3,568

2,939

Professional fees

531

676

2,075

2,086

Advertising and business development

297

336

1,198

1,199

Telecommunications

298

229

1,101

811

FDIC insurance

141

272

894

840

Courier and postage

201

169

683

544

Free nation-wide ATM cost

184

136

672

468

Amortization of core deposit intangible

153

93

413

275

Loan expense

186

116

599

388

Other real estate owned

222

113

386

287

Loss on debt extinguishment

58

316

Merger expenses

5,057

1,614

5,294

1,691

Other

1,096

1,062

3,597

3,374

 

 

 

 

 

Total non-interest expense

16,711

11,664

47,075

38,575

 

 

 

 

 

Income before income taxes

981

2,794

13,869

14,442

Provision for income taxes

564

240

4,495

4,142

 

 

 

 

 

Net income

417

2,554

9,374

10,300

Dividends and discount accretion on preferred stock

(48)

(1)

(177)

 

 

 

 

 

Net income allocable to common stockholders

$417

$2,506

$9,373

$10,123

 

 

 

 

 

Basic earnings per share

$0.04

$0.35

$1.09

$1.55

 

 

 

 

 

Diluted earnings per share

$0.04

$0.34

$1.07

$1.54


9

 


Exhibit 99.1

Equity Bancshares, Inc.

PRESS RELEASE - 1/26/2017

TABLE 4. Non-GAAP Financial Measures (Unaudited)

(Dollars in thousands, except per share data)

 

 

As of and for the three months ended

 

December 31,

2016

September 30,

2016

June 30,

2016

March 31,

2016

December 31,

2015

Total stockholders’ equity

$257,964

$161,248

$158,188

$155,092

$167,233

Less: preferred stock

16,372

Less: goodwill

58,874

18,130

18,130

18,130

18,130

Less: core deposit intangibles, net

4,715

1,289

1,376

1,462

1,549

Less: mortgage servicing asset

23

25

26

28

29

 

 

 

 

 

 

Tangible common equity

$194,352

$141,804

$138,656

$135,472

$131,153

 

 

 

 

 

 

Common shares outstanding at period end

11,680,308

8,219,415

8,219,415

8,211,727

8,211,727

 

 

 

 

 

 

Diluted common shares outstanding at period end

11,873,480

8,365,283

8,334,445

8,317,882

8,332,762

 

 

 

 

 

 

Book value per common share

$22.09

$19.62

$19.25

$18.89

$18.37

 

 

 

 

 

 

Tangible book value per common share

$16.64

$17.25

$16.87

$16.50

$15.97

 

 

 

 

 

 

Tangible book value per diluted common share

$16.37

$16.95

$ 16.64

$16.29

$15.74

 

 

 

 

 

 

Total assets

$2,192,192

$1,557,082

$1,544,857

$1,528,729

$1,585,727

Less: goodwill

58,874

18,130

18,130

18,130

18,130

Less: core deposit intangibles, net

4,715

1,289

1,376

1,462

1,549

Less: mortgage servicing asset

23

25

26

28

29

 

 

 

 

 

 

Tangible assets

$2,128,580

$1,537,638

$1,525,325

$1,509,109

$1,566,019

 

 

 

 

 

 

Equity to assets

11.77%

10.36%

10.24%

10.15%

10.55%

 

 

 

 

 

 

Tangible common equity to tangible assets

9.13%

9.22%

9.09%

8.98%

8.37%

 

 

 

 

 

 

Total average stockholders’ equity

$204,773

$159,887

$156,403

$153,929

$140,207

Less: average intangible assets and preferred stock

56,486

23,116

21,309

20,616

29,314

 

 

 

 

 

 

Average tangible common equity

$148,287

$136,771

$135,094

$133,313

$110,893

 

 

 

 

 

 

Net income allocable to common stockholders

$417

$2,671

$2,846

$3,439

$2,506

Amortization of intangible assets

155

88

88

88

93

Less: Tax effect of intangible assets amortization

54

31

31

31

33

 

 

 

 

 

 

Adjusted net income allocable to common stockholders

$518

$2,728

$2,903

$3,496

$2,566

 

 

 

 

 

 

Return on total average stockholders’ equity (ROAE)

annualized

0.81%

6.65%

7.32%

8.99%

7.23%

 

 

 

 

 

 

Return on average tangible common equity (ROATCE) annualized

1.39%

7.94%

8.64%

10.55%

9.18%

 

 

 

 

 

 

Non-interest expense

$16,711

$10,734

$9,941

$9,689

$11,664

Less: merger expenses

5,057

237

1,614

Less: loss on debt extinguishment

58

 

 

 

 

 

 

Non-interest expense, excluding merger expenses

and loss on debt extinguishment

$11,654

$10,497

$9,941

$9,631

$10,050

 

 

 

 

 

 

Net interest income

$15,663

$11,982

$12,194

$12,758

$12,313

 

 

 

 

 

 

Non-interest income

$2,789

$2,527

$2,452

$2,698

$3,325

Less: net gain from securities transactions

59

420

386

Less: net gain on acquisition

682

 

 

 

 

 

 

Non-interest income, excluding net gains on security transactions and net gain on acquisition

$2,789

$2,527

$2,393

$2,278

$2,257

 

 

 

 

 

 

Net interest income plus non-interest income, excluding net gains on security transactions and net gains on acquisition

$18,452

$14,509

$14,587

$15,036

$14,570

Non-interest expense to net interest income plus non-interest income

90.56%

73.98%

67.88%

62.69%

74.59%

 

 

 

 

 

 

Efficiency ratio

63.16%

72.35%

68.15%

64.05%

68.98%

 

 

 

 

 

 

 


10

 


Exhibit 99.1

Equity Bancshares, Inc.

PRESS RELEASE - 1/26/2017

 

Media and Investor Contact:

John Hanley, SVP, Director of Investor Relations

913-583-8004 / jhanley@equitybank.com

investor.equitybank.com

11

 

SLIDE 1

Q4 & 2016 Results Presentation January 26, 2017 Exhibit 99.2

SLIDE 2

Disclaimers Special Note Concerning Forward-Looking Statements This presentation contains “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. These forward-looking statements reflect the current views of Equity’s management with respect to, among other things, future events and Equity’s financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about Equity’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond Equity’s control. Accordingly, Equity cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although Equity believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from Equity’s expectations include competition from other financial institutions and bank holding companies; the effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; changes in the demand for loans; fluctuations in value of collateral and loan reserves; inflation, interest rate, market and monetary fluctuations; changes in consumer spending, borrowing and savings habits; and acquisitions and integration of acquired businesses, and similar variables. The foregoing list of factors is not exhaustive. For discussion of these and other risks that may cause actual results to differ from expectations, please refer to “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in Equity’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 17, 2016 and any updates to those risk factors set forth in Equity’s subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other SEC filings. If one or more events related to these or other risks or uncertainties materialize, or if Equity’s underlying assumptions prove to be incorrect, actual results may differ materially from what Equity anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and Equity does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for us to predict those events or how they may affect us. In addition, Equity cannot assess the impact of each factor on Equity’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this presentation are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Equity or persons acting on Equity’s behalf may issue. NON-GAAP FINANCIAL MEASURES This presentation contains certain non-GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. Reconciliations of non-GAAP financial measures to GAAP financial measures are provided at the end of this presentation. Numbers in the presentation may not sum due to rounding.

SLIDE 3

Disclaimers Important Additional Information This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. Investors and security holders are urged to carefully review and consider Equity’s public filings with the SEC, including but not limited to its Annual Reports on Form 10-K, its proxy statements, its Current Reports on Form 8-K and its Quarterly Reports on Form 10-Q. The documents filed by Equity with the SEC may be obtained free of charge at Equity’s investor relations website at investor.equitybank.com or at the SEC’s website at www.sec.gov. Alternatively, these documents, when available, can be obtained free of charge from Equity upon written request to Equity Bancshares, Inc., Attn: Investor Relations, 7701 East Kellogg Drive, Suite 300, Wichita, Kansas 67207 or by calling (316) 612-6000. In connection with the proposed transaction between Equity and Prairie State Bancshares, Inc. (“Prairie”), Equity filed a registration statement on Form S-4 with the SEC on December 27, 2016, which included a proxy statement of Prairie and a prospectus of Equity, and will file other documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF PRAIRIE ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A proxy statement/prospectus will be sent to the stockholders of Prairie seeking the required stockholder approvals. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus free of charge from the SEC’s website or from Equity by writing to the address provided above. Participants in the Solicitation Equity and Prairie and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Prairie stockholders in connection with the proposed transaction. Information about Equity’s participants may be found in the definitive proxy statement of Equity relating to its 2016 Annual Meeting of Stockholders filed with the SEC on March 28, 2016. The definitive proxy statement can be obtained free of charge from the sources indicated above. Additional information regarding the interests of such participants will be included in the proxy statement and other relevant documents regarding the proposed merger transaction filed with the SEC when they become available, copies of which may also be obtained free of charge from the sources indicated above.

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Equity Bancshares – About Us As of January 18, 2017 market closing Consensus of 2017 analyst earnings expectations as of January 2017 reported as $2.00 per share Consensus of 2018 analyst earnings expectations as of January 2017 reported as $2.19 per share Based on 11,680,308 shares outstanding as of December 31, 2016 Non-GAAP financial measure. See the non-GAAP reconciliation at the end of this presentation. Recent Price (1) 33.00 $ Consensus Price Target (1) 35.00 $ Tangible Book Value Per Share 16.64 $ Price to 2017 consensus earnings (1),(2) 16.50 x Price to Tangible Book Value Per Share (1),(5) 1.98 x 4Q 2016 diluted earnings per share (EPS) 0.04 $ 2017 EPS Consensus (2) 2.00 $ 2018 EPS Consensus (3) 2.19 $ Market capitalization ($M) (1),(4) $ 385.5 million (5)

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NASDAQ: EQBK 11.7 million shares outstanding / $385.5 million (1) 100% publicly traded $2.19 billion 0.55% / 5.93% Annual Market Cap 66.7% Annual / 63.2% 4th Quarter Exchange / Ticker Ownership Total Assets ROAA / ROATCE (2) Efficiency Ratio (2) Locations FTEs Loan Portfolio 34 branches in Kansas, Missouri, and Arkansas Approximately 415 43% of loans in commercial real estate, 24% in residential real estate, and 25% in commercial About EQBK Note: All financial data is as of or for period ended December 31, 2016 unless otherwise noted. Market Cap calculated based on January 18, 2017 closing price of $33.00. (2) Non-GAAP financial measure. See the non-GAAP reconciliation at the end of this presentation.

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Footprint and Demographics Footprint 37 branches in 23 counties across 3 states(1) Strong strategic positioning, with branches along I-70 and I-35 Branches clustered around key areas such as Wichita, Topeka, Kansas City, and Northern Arkansas Total population in current footprint of 2.1 million Median household income of $51,135 Key Industries Transportation Manufacturing Healthcare Unemployment Rates(2) Kansas: 3.8% Missouri: 3.7% Arkansas: 3.5% USA: 4.5% Source: SNL Financial & The Nielsen Company Includes branches from the pending merger with Prairie State Bancshares, Inc. (“Prairie”) Data as of November 30, 2016

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Prairie State Bancshares, Inc. - Overview Prairie Footprint Selected Cons. Financial Highlights (1) Dollars in thousands. Source: SNL Financial Data included in Selected Financial Highlights is at the consolidated level at or for the last twelve months ended 6/30/2016, unless otherwise noted; per SNL Financial and Prairie June 30, 2016 FR Y-9SP filing Core deposits defined as all deposits, excluding CDs ROAA and ROAE tax impacted Based upon 6/30/2016 Call Report data for State Bank Overview Headquartered in Hoxie, KS Operates 3 branches in northwest Kansas: Hoxie, Grinnell, Quinter. Attractive average branch size Very high asset quality High profitability, with strong ROAA and ROAE Attractive core deposits in stable markets High caliber, long-tenured, management team remains with EQBK Significant Prairie insider ownership remains invested in EQBK Prairie State Bancshares Branches EQBK Branches (Hays, Ellis, KS)

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Continued development of our acquisition pipeline and announcement and regulatory approval of Prairie State Bancshares; Closing and conversion of Community First Bancshares merger Restructured our commercial lending division Raised $23.6 million in capital for continued growth Total Assets at Dec. 31, 2016 of $2.19 billion; Total Loans of $1.38 billion, year-over-year growth 38% Total Deposits of $1.63 billion, year-over-year growth of 34% Capacity for growth Bank level Tier 1 Leverage of 10.45% Bank level Total Capital to Risk Weighted Assets of 13.04% Tangible Common Equity to Tangible Assets of 9.13 % Grew TBV / Share from $15.97 to $16.64 Discontinued leverage strategy Larger scale offers more efficiency and potential NIM opportunity Efficiency ratio of 66.7%, compared to 66.9% at Dec. 2015; 63.2% Q4 Organic growth remains attainable 2016 Highlights Strategic Positioning Capital Balance Sheet Management Efficiency and NIM Improvement

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EPS & ROATCE(1) Diluted EPS and Net Income to Common Return on Average Tangible Common Equity Non-GAAP financial measure. See the non-GAAP reconciliation at the end of this presentation.

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Revenue & Efficiency Ratio(1) Efficiency Ratio & NIE/Average Assets Income and Margin 84% 85% 84% 85% 84% 16% 15% 16% 15% 16% $30,393 $48,627 $49,049 $54,626 $62,584 * Excluding gains on sales of securities and acquisition costs. Non-GAAP financial measure. See the non-GAAP reconciliation at the end of this presentation.

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Tangible Common Book Value(1) Tangible Common Book Value per Share and Asset Growth 2012: Completion of FCB acquisition. $20.4MM capital raised to fund FCB. 2014: Repurchase 1.3MM shares. Repayment of $15.54MM of FCB TARP with a Bank stock loan. 2015: Acquisition of FFSL. IPO. TCBV CAGR 2012-2016: 9.4% 2016: Paid off SBLF. Restructured term bank stock loan into LOC. Completed Community First Merger on Nov. 10, 2016 Announced Prairie Merger on Oct. 20, 2016 Non-GAAP financial measure. See the non-GAAP reconciliation at the end of this presentation.

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Capital Position Over Time $17.2mm Share Repurchase (13.0% of 2013 Tier 1 Common) IPO * Paid off Series C preferred stock in January

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Share Buybacks Attractive Acquisitions Common Dividends Capital Summary Excess Capital Priorities Total Capital Composition ($M) Capital Ratios All regulatory capital ratios remain above regulatory minimums to be considered “well capitalized” Strong relationship with regulators at holding company and bank level Efficiently positioned working capital, regulatory capital, and stockholders’ equity 1 2 3 Equity Bancshares, Inc. Well Capitalized Difference to Ratio Minimum Well Capitalized Tier 1 capital ratio 14.3% 8.0% 6.3% Total RBC ratio 14.7% 10.0% 4.7% Tier 1 leverage ratio 11.8% 5.0% 6.8% Common equity tier 1 13.3% 6.5% 6.8% Tangible common equity / tangible assets 9.1% - - Risk-weighted assets ($M) $1,512 Equity Bank Well Capitalized Difference to Ratio Minimum Well Capitalized Tier 1 capital ratio 12.6% 8.0% 4.6% Total RBC ratio 13.0% 10.0% 3.0% Tier 1 leverage ratio 10.5% 5.0% 5.5% Common equity tier 1 12.6% 6.5% 6.1% Risk-weighted assets ($M) $1,511 - - - -

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Loan Portfolio Composition & Growth Loan Composition Loan Composition 2012 2013 2014 2015 2016 '12-'16CAGR ($ in 000s) Commercial Real Estate $,366,251 $,341,512 $,364,096 $,397,017 $,593,108 0.1280769898110623 Commercial ,126,771 ,139,365 ,183,100 ,262,032 ,348,465 0.28761139651749623 Agricultural Real Estate 27,155 22,092 17,083 18,180 38,331 8.9996455278424481E-2 Total Commercial ,520,177 ,502,969 ,564,279 ,677,229 ,979,904 0.17154262977057577 Residential Real Estate ,170,726 ,125,395 ,134,455 ,250,216 ,338,387 0.18652939327371798 Consumer 11,361 7,961 7,875 17,103 40,902 0.37746951483015079 Agricultural 19,814 23,969 19,267 15,807 24,412 5.3556426729568729E-2 Total 1-4 Family & Other ,201,901 ,157,325 ,161,597 ,283,126 ,403,701 0.18913274613748166 Total Loans $,722,078 $,660,294 $,725,876 $,960,355 $1,383,605 0.17654082754607225 Yield on Loans 6.0299999999999999E-2 5.6300000000000003E-2 5.6300000000000003E-2 5.3100000000000001E-2 4.9799999999999997E-2 Loan Composition 2012 2013 2014 2015 2016 Commercial 0.72038893305155394 0.76173492413985289 0.77737657671558225 0.70518610305564089 0.70822525214927667 1-4 Family & Other 0.27961106694844601 0.23826507586014714 0.22262342328441773 0.29481389694435911 0.29177474785072327

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Asset Quality Nonperforming Assets 1.34% 1.76% 1.80% 1.33% NPAs / Assets 0.89% NCOs / Average Loans $0.50 $1.54 $1.44 $0.85 $3.50 NCO in $ ($ in millions) Commercial Loans Outstanding by Concentrations Classified Assets to Total Regulatory Capital CRE = 64% C&I = 36% ($ in millions) Classified Assets / Equity Bank Total Regulatory Capital $1.19 1.43%

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Core Deposit Franchise Deposit Portfolio Mix Deposit Portfolio Mix Deposit Composition 2012 2013 2014 2015 2016 '12-'16CAGR ($ in 000s) Time Deposits $,400,003 $,363,210 $,342,160 $,438,612 $,553,158 8.441742464521651E-2 Signature Deposits ,593,125 ,584,109 ,639,017 ,777,302 1,077,293 0.16090558897542984 Total Deposits $,993,128 $,947,319 $,981,177 $1,215,914 $1,630,451 0.13194579702528242 Cost of Deposits* 8.3000000000000001E-3 5.3E-3 4.8999999999999998E-3 5.4999999999999997E-3 6.4999999999999997E-3 * Interest Bearing Deposit Portfolio Mix 2012 2013 2014 2015 2016 Signature Deposits 0.59722915877913019 0.61659166553188527 0.65127596753694794 0.63927383022154527 0.6607331345744214 Time Deposits 0.40277084122086981 0.38340833446811473 0.348724032463052 0.36072616977845473 0.33926686542557855

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Footprint & Targets

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Appendix

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Experienced Management Team BRAD ELLIOTT Chairman & CEO Founded Equity Bank in 2002 Served as Regional President of Sunflower Bank prior to forming Equity Bank More than 20 years of banking experience GREG KOSSOVER EVP, Chief Financial Officer Has served as CFO since 2013 and as a Board Director since 2011 Previously served as president of Physicians Development Group and CEO of Value Place, LLC, growing the latter to more than 150 locations in 25 states

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Strategic Planning Team Team Member Role Years with EQBK Years in Banking Patrick Harbert EVP, Community Markets, Sales & Service 13 22 Julie Huber EVP, Chief Credit Officer 13 23 Jennifer Johnson EVP, Chief Operations Officer Chief Information Officer 5 31 Rolando Mayans EVP, Chief Risk Officer 9 24 Beth Money EVP, Retail Banking Director 8 27 Patrick Salmans SVP, Human Resources Director 5 21 Mark Parman SVP, President - Kansas City 4 36 John Hanley SVP, Director of Marketing, Director of Investor Relations 4 13 Jeremy Machain SVP, President – Wichita 8 10 Ann Main SVP, President – Ozark Mountain (Arkansas) 1 37 Barbara Noyes VP, Controller 6 31 EQBK Team has 332 Years of Combined Banking Experience

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Diverse Market Segments Source: SNL Financial, Market Share Data as of June 30, 2016. Employment Data as of November 30, 2016. Operating Market includes all counties in which Equity Bancshares has deposit market share, excludes Prairie State Bancshares, Inc.. Equity Bancshares announced the currently pending acquisition of Prairie State Bancshares, Inc. on October 20, 2016. The acquisition of Prairie is subject to customary conditions, including, among others, the approval of the stockholders of EQBK and Prairie. Diverse market segments with economies based on transportation, manufacturing and healthcare Top employers in the region include a diverse range of operations such as telecommunications, professional services, aircraft manufacturing, OEM manufacturing, and transportation. Equity Bancshares ranks in the Top 10 for market share in 16 of 20 counties served and ranks in the Top 5 in 13 of those markets. (1) (1)

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Market Data Demographics Kansas Missouri Arkansas National Current Population (2016) 2,926,377 6,113,275 2,994,495 325,139,271 Historical Population Change (2010-2017) 2.6% 2.1% 2.7% 5.3% Median Household Income (2017) $55,420 $50,681 $44,271 $57,462 Projected Household Income Change (2017-2022) 6.93% 7.93% 7.9% 7.27% November 2016 Unemployment Rate 3.8% 3.7% 3.5% 4.4% Source: The Nielsen Company & SNL Financial Boeing Cargill Meat Solutions Cessna Aircraft Co. Spirit AeroSystems Inc. Blue Cross and Blue Shield of Kansas Payless Shoe Source Hill’s Pet Nutrition Goodyear Tire Co. Jostens Publishing Hallmark Cards, Inc. H&R Block Honeywell Sprint Garmin Teva DST Systems Inc. Whiteman Airforce Base Stahl Specialty Co. Western Missouri Medical Center HaysMed Walmart FedEx Tyson Foods FlexSteel Wabash National Wichita St. University Pittsburg St. University Washburn University Fort Hays St. University University of Central Mo. University of Mo-KC KU – Edwards/Professional Major Employers in Equity Bank Footprint

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Selected Income Statement Data Delivering earnings growth Selected Income Statement Data ($000s) 2013 2014 2015 2016 Interest income $46,845 $46,794 $53,028 $61,799 Interest expense 5610 5433 6766 9202 Net interest income 41235 41361 46262 52597 Provision for loan losses 2583 1200 3047 2119 Net interest income after provision 38652 40161 43215 50478 Other income 7892 8674 9802 10466 Other expenses 35137 35645 38575 47075 Income before income taxes 11407 13190 14442 13869 Income taxes 3534 4203 4142 4495 Net income 7873 8987 10300 9374 Less: dividends and discounts accretion on preferred stock 978 708 177 1 Net income allocable to common shareholders $6,895 $8,279 $10,123 $9,373

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Selected Balance Sheet Data Demonstrating balance sheet strength Includes interest-bearing deposits in other banks (2) Includes Federal Reserve Bank and Federal Home Loan Bank stock Selected Balance Sheet Data ($000s) ASSETS 41639 42004 42369 42735 Cash and cash equivalents (1) $24,615 $37,702 $62,074 $38,845 Investment securities (2) 354107 318314 452362 578093 Net loans 655027 720810 958353 1382003 Other assets 106148 97689 112938 193251 Total assets $1,139,897 $1,174,515 $1,585,727 $2,192,192 LIABILITIES & STOCKHOLDERS' EQUITY Deposits $,947,319 $,981,177 $1,215,914 $1,630,451 Borrowings 43365 70370 194064 293909 Other liabilities 9340 5239 8516 9868 Total liabilities 1000024 1056786 1418494 1934228 Stockholders' Equity 139873 117729 167233 257964 Total liabilities and stockholders' equity $1,139,897 $1,174,515 $1,585,727 $2,192,192

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Capitalization Source: SNL Financial and company documents (1) Total common equity less goodwill and intangibles divided by shares outstanding as of period end Maintaining a strong regulatory capital position Ratio 41639 42004 42369 42735 Leverage Ratio 0.1159 9.6199999999999994E-2 9.4700000000000006E-2 0.11799999999999999 Tier 1 Risk-Based Capital Ratio 0.1701 0.13159999999999999 0.13850000000000001 0.14249999999999999 Total Risk-Based Capital Ratio 0.17299999999999999 0.1386 0.14349999999999999 0.1467 Common Equity Tier-1 Capital to RWA NA NA 0.1235 0.13339999999999999 Tangible Book Value per Common Share(1) $11.97 $13.54 $15.97 $16.64

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The subsequent tables present non-GAAP reconciliations of the following calculations: Tangible Common Equity (TCE) to Tangible Assets (TA) ratio Tangible Book Value per Common Share Return on average tangible common equity (ROATCE) Efficiency Ratio

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TCE to TA and Tangible Book Value per Share Non-GAAP Financial Measures (Unaudited) As of and for the years ended (Dollars in thousands, except per share data) December 31, 2016 December 31,2015 December 31,2014 December 31,2013 December 31,2012 2011 Total stockholders’ equity $,257,964 $,167,233 $,117,729 $,139,873 $,138,169 $80,816 Less: preferred stock 0 16,372 16,359 31,892 31,884 16,337 Less: goodwill 58,874 18,130 18,130 18,130 18,130 13,147 Less: core deposit intangibles, net 4,715 1,549 1,107 1,470 1,957 773 Less: mortgage servicing asset 23 29 0 0 0 0 Tangible common equity $,194,352 $,131,153 $82,133 $88,381 $86,198 $50,559 Common shares outstanding at period end (1) 11,680,308 8,211,727 6,067,511 7,385,603 7,431,513 4,550,206 Book value per common share (1) $22.085376515756259 $18.371409570727327 $16.707015446696349 $14.620471747533681 $14.301932863469389 $14.170567222670797 Tangible book value per common share (1) $16.639287251671785 $15.971427204046117 $13.536522636712155 $11.966660000544303 $11.598983948490705 $11.111365067867256 Total assets $2,192,192 $1,585,727 $1,174,515 $1,139,897 $1,188,850 $,609,998 Less: goodwill 58,874 18,130 18,130 18,130 18,130 13,147 Less: core deposit intangibles, net 4,715 1,549 1,107 1,470 1,957 773 Less: mortgage servicing asset 23 29 0 0 0 0 Tangible assets $2,128,580 $1,566,019 $1,155,278 $1,120,297 $1,168,763 $,596,078 Tangible common equity to tangible assets 9.1305941049901806E-2 8.3749303169374067E-2 7.1093710777838756E-2 7.8890687023173325E-2 7.3751479127932701E-2 8.481943638248686E-2 (1) Share and per share data includes Class A and Class B common stock issued and outstanding Non-GAAP Financial Measures, continued (Unaudited) As of and for the three months ended As of and for the years ended (Dollars in thousands, except per share data) March 31, 2016 December 31,2015 December 31,2014 December 31,2013 December 31,2012 2011 Total average stockholders' equity $,153,929 $,137,936 $,123,174 $,137,913 $,102,032 $75,253 Less: average intangible assets and preferred stock 20,616 31,294 37,917 50,623 33,653 25,148 Average tangible common equity (1) (3) $,133,313 $,106,642 $85,257 $87,290 $68,379 $50,105 Net income allocable to common stockholders (1) 3,439 10,123 8,279 6,895 3,814 1,371 Amortization of core deposit intangible 87 275 363 487 192 182 Less: tax effect of amortization of core deposit intangible (2) -30 -96 -,127 -,166 -65 -62 Adjusted net income allocable to common stockholders $3,496 $10,302 $8,515 $7,216 $3,941 $1,491 Return on average tangible common equity (ROATCE) 0.10547234826937482 9.6603589580090396E-2 9.98744971087418E-2 8.2666972161759653E-2 5.7634653914213428E-2 2.9757509230615709E-2 Non-interest expense $9,689 $38,575 $35,645 $35,137 $22,900 $15,918 Less: merger expenses 0 1,691 0 0 1,519 0 Less: loss on debt extinguishment 58 316 0 0 0 0 Non-interest expense, excluding merger expenses and loss on debt extinguishment $9,631 $36,568 $35,645 $35,137 $21,381 $15,918 Net interest income $12,758 $46,262 $41,361 $41,235 $25,570 $17,890 Non-interest income $2,697 $9,802 $8,674 $7,892 $4,826 $2,252 Less: net gains on sales and settlement of securities 420 756 986 500 3 425 Less: net gain on acquisition 0 682 0 0 0 0 Non-interest income, excluding net gains on sales and settlement of securities and net gain on acquisition $2,277 $8,364 $7,688 $7,392 $4,823 $1,827 Efficiency ratio 0.64057199866977055 0.6694248160216747 0.72672225733450224 0.72258210459209904 0.70348435495015305 0.8073236293553786 ____________________ (1) Share and per share data includes Class A and Class B common stock issued and outstanding (2) Tax rates used in this calculation were 35% for 2015 and 2014 and 34% for 2013, 2012, and 2011 (3) All periods disclosed were calculated using a simple average of tangible common equity

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ROATCE and Efficiency Ratio Non-GAAP Financial Measures (Unaudited) Years Ended December 31, (Dollars in thousands, except per share data) 2015 2015 2014 2013 2012 2011 Total stockholders’ equity $,167,232 $,167,232 $,117,729 $,139,873 $,138,169 $80,816 Less: preferred stock 16,372 16,372 16,359 31,892 31,884 16,337 Less: goodwill 18,130 18,130 18,130 18,130 18,130 13,147 Less: core deposit intangibles, net 1,549 1,549 1,107 1,470 1,957 773 Less: mortgage servicing asset 29 29 0 0 0 0 Tangible common equity $,131,152 $,131,152 $82,133 $88,381 $86,198 $50,559 Common shares outstanding at period end (1) 8,211,727 8,211,727 6,067,511 7,385,603 7,431,513 4,550,206 Book value per common share $18.371287793663868 $18.371287793663868 $16.707015446696349 $14.620471747533681 $14.301932863469389 $14.170567222670797 Tangible book value per common share $15.971305426982656 $15.971305426982656 $13.536522636712155 $11.966660000544303 $11.598983948490705 $11.111365067867256 Total assets $1,585,727 $1,585,727 $1,174,515 $1,139,897 $1,188,850 $,609,998 Less: goodwill 18,130 18,130 18,130 18,130 18,130 13,147 Less: core deposit intangibles, net 1,549 1,549 1,107 1,470 1,957 773 Less: mortgage servicing asset 29 29 0 0 0 0 Tangible assets $1,566,019 $1,566,019 $1,155,278 $1,120,297 $1,168,763 $,596,078 Tangible common equity to tangible assets 8.3748664607517537E-2 8.3748664607517537E-2 7.1093710777838756E-2 7.8890687023173325E-2 7.3751479127932701E-2 8.481943638248686E-2 (1) Share and per share data includes Class A and Class B common stock issued and outsanding (2) Tax rates used in this calculation were 35% for 2015 and 2014 and 34% for 2013, 2012, and 2011 (3) All periods disclosed were calculated using a simple average of tangible common equity Non-GAAP Financial Measures, continued (Unaudited) As of and for the years ended (Dollars in thousands, except per share data) December 31, 2016 December 31,2015 December 31,2014 December 31,2013 December 31,2012 2011 Total average stockholders' equity $,168,822 $,125,808 $,123,181 $,137,936 $,102,032 $75,253 Less: average intangible assets and preferred stock 6,069 19,165 37,924 50,646 33,653 25,148 Average tangible common equity (3) $,162,753 $,106,643 $85,257 $87,290 $68,379 $50,105 Net income allocable to common stockholders $9,373 $10,123 $8,279 $6,895 $3,814 1,371 Amortization of intangibles 419 275 363 487 192 182 Less: tax effect of amortization of intangibles (2) 147 96 127 166 65 62 Adjusted net income allocable to common stockholders $9,645 $10,302 $8,515 $7,216 $3,941 $1,491 Return on average tangible common equity (ROATCE) (4) 5.926158043169711E-2 9.6602683720450472E-2 9.98744971087418E-2 8.2666972161759653E-2 5.7634653914213428E-2 2.98E-2 Non-interest expense $47,075 $38,575 $35,645 $35,137 $22,900 $15,918 Less: merger expenses 5,294 1,691 0 0 1,519 - Less: loss on debt extinguishment 58 316 0 0 0 - Non-interest expense, excluding merger expenses and loss on debt extinguishment $41,723 $36,568 $35,645 $35,137 $21,381 $15,918 Net interest income $52,597 $46,262 $41,361 $41,235 $25,570 $17,890 Non-interest income $10,466 $9,802 $8,674 $7,892 $4,826 $2,252 Less: net gains on securities transactions 479 756 986 500 3 425 Less: net gain on acquisition 0 682 0 0 0 - Non-interest income, excluding net gains on securities transactions and net gain on acquisition $9,987 $8,364 $7,688 $7,392 $4,823 $1,827 Efficiency ratio 0.66667199284162082 0.6694248160216747 0.72672225733450224 0.72258210459209904 0.70348435495015305 0.80730000000000002 ____________________ (1) Share and per share data includes Class A and Class B common stock issued and outstanding (2) Tax rates used in this calculation were 35% for 2016, 2015 and 2014 and 34% for 2013 and 2012 (3) All periods disclosed were calculated using a simple average of tangible common equity (4) Annualized

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investor.equitybank.com

Exhibit 99.3

Equity Bancshares, Inc.

PRESS RELEASE

1/26/2017

 

Equity Bancshares, Inc. Announces a New President of Equity Bank

WICHITA, Kansas, January 26, 2017 – Equity Bancshares, Inc. (NASDAQ:EQBK), (“Equity,” or the “Company”), the Wichita-based holding company of Equity Bank, has announced the addition of a President to oversee the operating function, lending and strategy of Equity Bank throughout its 34 branches.

 

Wendell Bontrager will join Equity on February 20, 2017. Bontrager most recently served as Region President for Old National Bank in Fort Wayne, Indiana. Bontrager will report to Equity’s Chairman and CEO, Brad Elliott, who attributes the addition of a bank president to the Company’s continued growth.

 

“Wendell is a great fit strategically for Equity Bank, but is also a key fit within our Company’s culture and future plans. We expect that Wendell will be a tremendous resource as we continue to grow from a $2 billion bank,” said Elliott. “We’re at the point in our organization that merits the addition of a strong leader to help us continue our path of organic growth, and managing the newly merged companies into our organic growth platform. Wendell has worked for financial institutions large and small, helping banks define competitive strategies, develop customers, and navigate business combinations. He’ll be a great fit for Equity Bank.”

 

Mr. Elliott will continue to serve as the Chairman of the  Board of Directors and CEO of both Equity Bank and the Company.

 

Mr. Bontrager served as Executive Vice President for Tower Bank & Trust Company (“Tower”), headquartered in Fort Wayne, Indiana.  He was employed from March 1999 through Tower’s merger into Old National Bancorp on April 25, 2014. Bontrager served as Chief Lending Officer beginning in 2008, and chair of the Board’s Loan & Investment Committee. He oversaw Tower’s transition from Tower Bank to Old National Bank in 2014, and led Old National’s northeast sales efforts following the combination.

 

Bontrager began his banking career in Fort Wayne in 1992 and is an alumnus of Goshen College (Goshen, Ind.). He has been active in the northeast Indiana and Fort Wayne communities throughout his career, including board memberships with the Northeast Indiana Regional Partnerships and Dupont Hospital and is a Future 40 Award Recipient of 2006, awarded by the Fort Wayne Business Journal.

 

About Equity Bancshares, Inc. and Equity Bank

 

Equity Bancshares, Inc. is the holding company for Equity Bank, which offers a full range of financial solutions, including commercial loans, consumer banking, mortgage loans, and treasury management services. As of December 31, 2016, Equity had $2.19 billion in consolidated total assets, with 34 locations throughout Arkansas, Kansas and Missouri.

 

Founded in November 2002 in Andover, Kansas by current Equity Chairman and CEO Brad Elliott, the Company expanded into Wichita in 2005, Kansas City in 2007, Western Kansas in 2008, Topeka in 2011, Western Missouri in 2012, Southeastern Kansas in 2015, and North Central Arkansas in 2016. Equity also announced a definitive merger agreement with Prairie State Bancshares, Inc., of Hoxie, Kansas, with expected completion date in 2017.

 

Equity’s principal objective is to increase stockholder value and generate consistent growth by expanding its commercial banking franchise organically and by acquisition, serving as a home for seasoned bankers, businesspersons, and customers with an entrepreneurial spirit. Equity seeks to provide an enhanced banking experience for customers by providing a suite of sophisticated banking products and services tailored to their needs, while delivering the high-quality, relationship-based customer service of a community bank. Learn more at www.equitybank.com .


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Exhibit 99.3

Equity Bancshares, Inc.

PRESS RELEASE

1/26/2017

 

Special Note Concerning Forward-Looking Statements

 

Certain statements contained herein may be considered "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements are based upon the belief of Equity’s management, as well as assumptions made beyond information currently available to Equity’s management, and may be, but not necessarily are, identified by such words as “will,” "expect,” "plan,” "anticipate,” "target,” "forecast" and "goal.” Because such "forward-looking statements" are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from Equity’s expectations include competition from other financial institutions and bank holding companies; the effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; changes in the demand for loans; fluctuations in value of collateral and loan reserves; inflation, interest rate, market and monetary fluctuations; changes in consumer spending, borrowing and savings habits; and acquisitions and integration of acquired businesses, and similar variables.  The foregoing list of factors is not exhaustive. Except as otherwise stated in this news announcement, Equity does not undertake any obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.

 

For discussion of these and other risks that may cause actual results to differ from expectations, please refer to "Cautionary Note Regarding Forward-looking Statements" and "Risk Factors" in our most recent Form 10-K Annual Report to Stockholders, or other SEC filings, available at investor.equitybank.com. If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained herein. Accordingly, you should not place undue reliance on any forward-looking statements, which speak only as of the date made. Equity Bancshares, Inc. assumes no obligation to update or revise any forward-looking statements that are made from time to time.

 

 

 

Contact:

John Hanley

SVP / Director of Investor Relations

913-583-8004
jhanley@equitybank.com

 

 

 

 

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