EFSC INCENTIVE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
| | | | | | | | | | | |
| Years ended December 31, |
| 2022 | | 2021 |
Additions: | | | |
Investment income: | | | |
Net appreciation (depreciation) in fair value of investments | $ | (22,553,208) | | | $ | 13,680,292 | |
Dividend income | 2,118,693 | | | 4,069,177 | |
| | | |
Total investment income (loss) | (20,434,515) | | | 17,749,469 | |
| | | |
Contributions: | | | |
Participants | 8,291,638 | | | 6,592,490 | |
Employer, net of forfeitures | 5,689,313 | | | 4,478,179 | |
| | | |
Rollovers | 1,122,754 | | | 722,589 | |
Total contributions | 15,103,705 | | | 11,793,258 | |
| | | |
Interest income on notes receivable from participants | 72,902 | | | 65,249 | |
| | | |
Total additions, net | (5,257,908) | | | 29,607,976 | |
| | | |
Deductions: | | | |
Benefits paid to participants | 14,765,706 | | | 7,719,665 | |
Administrative expenses | 164,814 | | | 143,961 | |
Total deductions | 14,930,520 | | | 7,863,626 | |
| | | |
Net increase (decrease) | (20,188,428) | | | 21,744,350 | |
| | | |
Transfers: | | | |
Transfer-in: acquisition | 14,709,287 | | | 12,371,841 | |
| | | |
Net assets available for benefits | | | |
Beginning of year | 136,988,429 | | | 102,872,238 | |
End of year | $ | 131,509,288 | | | $ | 136,988,429 | |
| | | |
See the accompanying notes to financial statements. | | | |
EFSC INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2022 and 2021
NOTE 1 - DESCRIPTION OF PLAN
The following description of the EFSC Incentive Savings Plan (“the Plan”) provides only general information. Participants should refer to the Plan Agreement for a complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan, with a 401(k) provision, covering all employees of Enterprise Financial Services Corp (“EFSC”) and its wholly-owned subsidiary Enterprise Bank & Trust (“Enterprise”) (collectively, the “Company”), who are not seasonal or leased employees, and have attained the age of 21. It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
The Plan Administrator and Plan Sponsor is EFSC. The Plan Trustee is Charles Schwab Trust Bank. The committee responsible for governance over the Plan is the EFSC Incentive Savings Plan Committee, which is comprised of employees of Enterprise.
Contributions
Participants may make elective deferrals from 1% to 75% of eligible compensation to the Plan on a pre-tax basis. The Plan also allows participants to contribute to an account that accepts Roth after-tax contributions. A participant could contribute up to $20,500 and $19,500 in 2022 and 2021, respectively, in total, to all accounts (pre-tax contributions and Roth after-tax contributions). If a participant is age 50 or older and makes the maximum allowable deferral, they are eligible to make catch-up contributions. The maximum catch-up contribution was $6,500 in 2022 and 2021.
The Company matches 100% of the first 6% of participant contributions. Participants may also contribute qualified rollover contributions representing distributions from other qualified defined benefit or defined contribution plans. All contributions are subject to applicable limits of the Internal Revenue Code.
The Plan allows for an automatic salary deferral feature for new participants. New employees are automatically enrolled at 3%, unless an alternative amount or an election to not defer under the Plan occurs by the participant. Annually on March 1, deferrals for participants who were automatically enrolled at 3% are increased 1% per year, up to a maximum of 10%, unless an alternative deferral amount or election to not defer is made by the participant.
Transfers
EFSC acquired First Choice Bancorp and its wholly-owned subsidiary, First Choice Bank (“First Choice”) on July 21, 2021. On April 1, 2022, the First Choice Bank 401(k) Profit Sharing Plan was merged with the Plan. The First Choice employees became eligible to participate in the Plan on January 1, 2022. The assets of the First Choice Plan totaling $14.7 million was transferred into the Plan.
EFSC acquired Seacoast Commerce Banc Holdings and its wholly-owned subsidiary, Seacoast Commerce Bank (“Seacoast”) on November 12, 2020. On July 1, 2021, the Seacoast Commerce Bank Retirement Savings Plan was merged with the Plan. The Seacoast employees became eligible to participate in the Plan on April 1, 2021. The assets of the Seacoast Plan totaling $12.4 million was transferred into the Plan.
Vesting
Participants are immediately vested in their contributions, including rollover contributions plus actual earnings thereon. Vesting in the remainder of their accounts is based on years of service, as defined in the Plan Agreement. Participants vest in employer matching contributions according to a three-year graded schedule and are 33.3% vested after one year of service and 100% vested after three years of service, upon reaching early or normal retirement, or upon total and permanent disability or death.
Participant Accounts
Each participant’s account is credited with the participant’s contributions, employer matching contributions and an allocation of the Plan’s earnings. The allocation of earnings is determined by the earnings of the participant’s investment selection based on each participant’s balance, as defined in the Plan Agreement. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
The Plan’s investments are held in a qualified tax-exempt trust, managed by Charles Schwab Trust Bank (“the Custodian”).
Payment of Benefits
Benefits are recorded when paid.
While actively employed, participants may receive hardship withdrawals of their vested account balance, subject to applicable regulations and approvals covering hardship withdrawals. Also, participants age 59.5 and over may receive regular in-service distributions of their vested accounts while actively employed.
On termination of service, a participant may elect to defer their distribution or, subject to appropriate spousal consent, receive a lump-sum distribution equal to the participant’s vested interest in their account. Account balances less than $200 are paid out in cash and accounts less than $5,000 are generally distributed to an Individual Retirement Account if the participant does not make a distribution election.
Forfeitures
Participants forfeit the non-vested portion of their accounts in the Plan upon termination of employment with the Company. As described in the Plan Agreement, forfeitures are used to reduce future employer matching contributions or administrative expenses of the Plan. Forfeitures used to offset employer matching contributions amounted to $84,223 and $121,573 for the years ended December 31, 2022 and 2021, respectively. At December 31, 2022 and 2021, available forfeiture balances totaled $5,037 and $3,804, respectively.
Notes Receivable From Participants
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. Note receivable terms range from one month to five years (longer for the purchase of a primary residence), at a mutually agreed term between the participant and the Plan Administrator. The notes are secured by the vested balance in the participant’s account and bear interest at a rate equal to 1% above the prime rate. The interest rate is fixed for the duration of the loan. Principal and interest are paid through payroll deductions. Participants may only have one loan outstanding at a time.
Administrative Expenses
Administrative expenses are paid partly by the Company and partly by participants. A participant’s share of these expenses is allocated on a pro rata basis over the total assets in the Plan.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements are presented on the accrual basis of accounting.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. See Note 3 for further discussion on fair value measurements.
The EFSC Common Stock Fund (“the Fund”) is tracked on a unitized basis. The Fund consists of EFSC common stock and cash investments in the Charles Schwab Institutional Money Market Fund sufficient to meet the Fund’s daily liquidity needs. EFSC common stock is traded on a national securities exchange (Nasdaq: EFSC). The value of a unit reflects the combined market value of EFSC common stock and the cash investments held by the Fund. At December 31, 2022 and 2021, 317,064 and 311,662 units were outstanding with a value of approximately $24.49 and $23.11 per unit, respectively.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.
Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting period. Actual results could differ from those estimates.
Risk and Uncertainties
The Plan invests in various investment securities, including common stock of the Plan Sponsor. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the value of investments will occur in the near term and that such changes could materially affect participant’s account balances and the amounts reported in the statement of net assets available for benefits.
NOTE 3 - FAIR VALUE MEASUREMENTS
The Plan utilizes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below.
•Level 1 Inputs - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access at the measurement date.
•Level 2 Inputs - Inputs to the valuation methodology include:
•Quoted prices for similar assets or liabilities in active markets;
•Quoted prices for identical or similar assets or liabilities in inactive markets;
•Inputs other than quoted prices that are observable for the asset or liability;
•Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
•Level 3 Inputs - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value.
•Mutual funds - Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. The funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
•Collective trust funds - Valued at the NAV of units of a bank collective trust. The NAV, as provided by the trustee, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. The practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV.
•Common stock fund - Valued at the closing price reported on the active market on which the individual securities are traded plus the carrying value of the cash component of the fund, which approximates fair value.
The methods described above may produce fair values that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan Administrator believes the valuation methods are appropriate and consistent with those used by other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following table sets forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2022 and 2021.
| | | | | | | | | | | | | | | | | | | | | | | |
| Investments at Fair Value as of December 31, 2022 |
| Level 1 | | Level 2 | | Level 3 | | Total |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Mutual funds | $ | 49,534,671 | | | $ | — | | | $ | — | | | $ | 49,534,671 | |
| | | | | | | |
| | | | | | | |
Employer stock fund | — | | | 7,783,077 | | | — | | | 7,783,077 | |
Total investments by hierarchy level | $ | 49,534,671 | | | $ | 7,783,077 | | | $ | — | | | $ | 57,317,748 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Collective trust funds* | | | | | | | 72,602,364 | |
Total investments, at fair value | | | | | | | $ | 129,920,112 | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Investments at Fair Value as of December 31, 2021 |
| Level 1 | | Level 2 | | Level 3 | | Total |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Mutual funds | $ | 59,047,094 | | | $ | — | | | $ | — | | | $ | 59,047,094 | |
| | | | | | | |
| | | | | | | |
Employer stock fund | — | | | 7,311,733 | | | — | | | 7,311,733 | |
Total investments by hierarchy level | $ | 59,047,094 | | | $ | 7,311,733 | | | $ | — | | | $ | 66,358,827 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Collective trust funds* | | | | | | | 69,109,081 | |
Total investments, at fair value | | | | | | | $ | 135,467,908 | |
| | | | | | | |
*Certain investments that are measured at NAV per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statement of net assets available for benefits.
The following table summarizes investments for which fair value is measured using the NAV per share practical expedient as of December 31, 2022, and 2021, respectively. There are no participant redemption restrictions for these investments; the redemption notice period is applicable only to the Plan.
| | | | | | | | | | | | | | | | | | | |
December 31, 2022 | Fair value | | | | Redemption frequency (if currently eligible) | | Redemption notice period |
Wells Fargo Stable Value Fund | $ | 7,468,105 | | | | | Daily | | 12 months |
| | | | | | | |
Schwab Indexed Retirement Trust 2010 Fund Class I | 1,083,662 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2015 Fund Class I | 292,978 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2020 Fund Class I | 5,041,742 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2025 Fund Class I | 5,614,155 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2030 Fund Class I | 8,647,565 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2035 Fund Class I | 5,464,750 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2040 Fund Class I | 10,029,715 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2045 Fund Class I | 4,721,219 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2050 Fund Class I | 5,879,573 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2055 Fund Class I | 1,615,528 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2060 Fund Class I | 1,034,942 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2065 Fund Class I | 265 | | | | | Daily | | none |
SSGA S&P 500 | 15,612,982 | | | | | Daily | | none |
State St US Intl Pro Bnd Index | 95,183 | | | | | Daily | | none |
| $ | 72,602,364 | | | | | | | |
| | | | | | | |
December 31, 2021 | Fair value | | | | Redemption frequency (if currently eligible) | | Redemption notice period |
Wells Fargo Stable Value Fund | $ | 6,450,645 | | | | | Daily | | 12 months |
| | | | | | | |
Schwab Indexed Retirement Trust 2010 Fund Class I | 795,955 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2015 Fund Class I | 286,401 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2020 Fund Class I | 6,003,203 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2025 Fund Class I | 5,016,697 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2030 Fund Class I | 7,728,479 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2035 Fund Class I | 3,303,575 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2040 Fund Class I | 10,247,691 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2045 Fund Class I | 4,190,644 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2050 Fund Class I | 5,773,720 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2055 Fund Class I | 1,386,279 | | | | | Daily | | none |
Schwab Indexed Retirement Trust 2060 Fund Class I | 801,299 | | | | | Daily | | none |
SSGA S&P 500 | 17,124,493 | | | | | Daily | | none |
| $ | 69,109,081 | | | | | | | |
NOTE 4 - PLAN TERMINATION
Although it has not expressed intent to do so, EFSC has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their employer contributions. EFSC may elect to have all assets transferred to another qualified plan in which all participants who would have otherwise received a distribution will have an interest, and each participant’s interest will be non-forfeitable as to amounts attributable to assets transferred on his or her behalf.
NOTE 5 - INCOME TAX STATUS
The Plan uses a prototype plan document sponsored by Retirement Plan Services, LLC (“RPS”). RPS amended and restated the Plan effective January 1, 2016 to bring the plan into compliance with the Pension Protection Act of 2006 and other legislative regulatory changes. RPS received an opinion letter from the Internal Revenue Service (“IRS”), dated March 31, 2014, which states that the prototype document satisfies the applicable provisions of the Internal Revenue Code. The Plan itself has not received a determination letter from the IRS. However, the Plan’s management believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRS and with IRS Revenue Procedure 2005-16, which provides that, if certain conditions are met, an employer may rely on a favorable opinion letter issued to a prototype Plan Sponsor as if the employer had received a favorable determination letter.
Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
NOTE 6 - TRANSACTIONS WITH RELATED PARTIES AND PARTIES-IN-INTEREST
Certain Plan investments are shares of collective trusts managed by Charles Schwab. Charles Schwab is the custodian and trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees incurred by the Plan for the investment management services are included in the net change in fair value of the investments, rather than a direct payment. In 2022 and 2021, the Plan made a direct payment to the third-party administrator of $164,814 and $143,961, respectively.
During 2022 and 2021, the Plan purchased 33,170 and 42,890 EFSC common shares, respectively. The Plan also sold or distributed a total of 25,930 and 72,907 EFSC common shares, during 2022 and 2021, respectively. All shares were bought and sold on the open market based on participant elections.
EFSC INCENTIVE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
EIN: 43-1706259 PLAN: 001
SCHEDULE H, LINE 4i: SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2022
| | | | | | | | | | | | | | |
(a) | (b) Identity of issue, borrower, lessor, or similar party | (c) Description of investment, including maturity date, rate of interest, collateral, par, or maturity value | (d) Cost** | (e) Current Value |
| | | | |
| | | | |
| Mutual funds: | | | |
| AMG River Road Small Cap Value Fund Class I | Mutual Fund | | $ | 6,592,162 | |
| Baird Aggregate Bond Fund Class Institutional | Mutual Fund | | 4,628,819 | |
| CRM Mid Cap Value Fund Class Institutional | Mutual Fund | | 3,386,503 | |
| Dodge & Cox Stock Fund Class I | Mutual Fund | | 9,435,409 | |
| Goldman Sachs GQG Partners International Opportunities Fund | Mutual Fund | | 5,048,115 | |
| Hartford Schroders International Multi-Cap Value Fund | Mutual Fund | | 1,529,939 | |
| PGIM Jennison Mid-Cap Growth Fund Class R6 | Mutual Fund | | 4,983,011 | |
| State Street Aggregate Bond Index Fund Class K | Mutual Fund | | 14 | |
| State Street Global All Cap Equity ex-U.S. Index Fund Class K | Mutual Fund | | 2,019,758 | |
| State Street Small/Mid Cap Equity Index Fund Class K | Mutual Fund | | 1,967,570 | |
| TIAA-CREF Social Choice Euity Fund Institutional Class | Mutual Fund | | 45,827 | |
| Vanguard LifeStrategy Moderate Growth Fund | Mutual Fund | | 4,584,442 | |
| Vanguard LifeStrategy Growth Fund | Mutual Fund | | 3,238,228 | |
| Vanguard LifeStrategy Income Fund | Mutual Fund | | 1,189,936 | |
| Vanguard LifeStrategy Conservative Growth Fund | Mutual Fund | | 884,938 | |
| | | | $ | 49,534,671 | |
| | | | |
| Collective trust funds: | | | |
* | Schwab Indexed Retirement Trust 2010 Fund Class I | Collective Trust Fund | | $ | 1,083,662 | |
* | Schwab Indexed Retirement Trust 2015 Fund Class I | Collective Trust Fund | | 292,978 | |
* | Schwab Indexed Retirement Trust 2020 Fund Class I | Collective Trust Fund | | 5,041,742 | |
* | Schwab Indexed Retirement Trust 2025 Fund Class I | Collective Trust Fund | | 5,614,155 | |
* | Schwab Indexed Retirement Trust 2030 Fund Class I | Collective Trust Fund | | 8,647,565 | |
* | Schwab Indexed Retirement Trust 2035 Fund Class I | Collective Trust Fund | | 5,464,750 | |
* | Schwab Indexed Retirement Trust 2040 Fund Class I | Collective Trust Fund | | 10,029,715 | |
* | Schwab Indexed Retirement Trust 2045 Fund Class I | Collective Trust Fund | | 4,721,219 | |
* | Schwab Indexed Retirement Trust 2050 Fund Class I | Collective Trust Fund | | 5,879,573 | |
* | Schwab Indexed Retirement Trust 2055 Fund Class I | Collective Trust Fund | | 1,615,528 | |
* | Schwab Indexed Retirement Trust 2060 Fund Class I | Collective Trust Fund | | 1,034,942 | |
* | Schwab Indexed Retirement Trust 2065 Fund Class I | Collective Trust Fund | | 265 | |
| SSGA S&P 500 Index | Collective Trust Fund | | 15,612,982 | |
| State Street U.S. Inflation Protected Bond Index Fund | Collective Trust Fund | | 95,183 | |
| Galliard Stable Value Fund | Collective Trust Fund | | 7,468,105 | |
| | | | $ | 72,602,364 | |
| | | | |
| Common stock fund: | | | |
* | EFSC Common Stock Fund | Common Stock | | $ | 7,783,077 | |
| | | | |
* | Participant loans | 4.25% - 8.50% Due at various dates through 2051 | | $ | 1,589,176 | |
| Total | | | $ | 131,509,288 | |
| *Represents a party-in-interest to the Plan. | | | |
| **Historical cost information has been omitted as these investments are participant-directed. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 28, 2023 EFSC Incentive Savings Plan
/s/ Troy R. Dumlao
Troy R. Dumlao
Chief Accounting Officer
Enterprise Financial Services Corp
EXHIBIT INDEX
| | | | | |
Exhibit No. | Description |
23.1 | |
Enterprise Financial Ser... (NASDAQ:EFSC)
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Enterprise Financial Ser... (NASDAQ:EFSC)
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