Primis Financial Corp. (FRST) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Primis Financial Corp. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Chairman, Randy Cook. Mr. Chairman, the floor is yours.

Thank you. Good afternoon, and welcome to the 2021 Virtual Shareholder Meeting for Primis Financial Corporation. My name is Randy Cook, and I'm the Chairman of the Board of Directors. I want to thank each of you for participating in today's meeting and hope you will find the meeting to be productive and informative. I will now call the meeting to order. As most of you probably remember, we conducted a virtual meeting last year because of the pandemic. I don't believe any of us envisioned that we'd be having yet another virtual meeting in 2021, but here we are. Thankfully, things are starting to look up, and I'm optimistic that we'll be returning to our usual in-person meeting next year. Before we get to the formal business portion of the meeting, I'd like to comment on a couple of items that I think are of importance to you as a shareholder. Our CEO, Dennis Zember, who's been with the company now for about 15 months, is doing an outstanding job. He's been able to assemble an executive management team that is second to none. These individuals are all proven and experienced leaders in community banking, each having a specialized area of expertise and all of whom possess the knowledge and skills necessary to transfer our -- transform our company into a high-performing community bank and a leader in technology-driven banking. Secondly, the Board of Directors has fully recognized and embraced the need for diversity and the composition of the Board. Later today, we'll be considering an adoption of a formal policy on diversity, equity and inclusion. As many of you know, diversity has become a major focus for almost every regulatory and corporate rating agency. Having a diverse Board has been shown the improved Board decision-making and overall Board performance. Currently, a full 1/3 of our Board membership is considered to be diverse as each term is used in the current literature. I'm confident that for years to come, you will see diversity as a major consideration for filling Board seats. Lastly, I'd like to provide some insight on our decision to change the name of the company from Southern to Primis. Obviously, changing the name of a company is not something that a Board of Directors takes lightly. After all, the corporate name is the main point of recognition and identification for every component of our business. The possibility of a name change was first brought to the attention of the Board during the early part of last year. Our CEO and members of our executive management team felt like a name change was needed to better reflect our new corporate culture, our new management and our focus on technology-driven banking. So as you can see, our company is now moving in a new and exciting direction. The Board is laser-focused on the development and implementation of plans and strategies to position our company as a leader in technology-driven banking for today and for the future. A change in the name brings attention to our company and provides untold opportunities to show customers, both old and new, what we are all about. Simply put, a change in the name made perfect sense, and the Board voted unanimously to make that change. I'm pleased to report that the new name has energized our Board and our entire workforce. More importantly, it has been very well received by our customers and by those shareholders who have provided feedback to us. So what about the shareholders? Rest assured, these changes are not being done just for the sake of change. All of this is done with our shareholder in mind. We're looking for increased earnings and increased return for your investment and robust annual growth, whether that occurs through organic growth or through acquisition opportunities. So I'll now turn to the business portion of the meeting. At this time, I'd like to introduce all the members of the company's Board of Directors who are either here in person or joining us electronically, and I can tell you they're all here: John F. Biagas, Robert Clagett, F.L. Garrett, III, W. Bruce Jennings, Eric A. Johnson, Charles A. Kabbash, Deborah Diaz and Dennis J. Zember, Jr. We also have a number of our corporate officers here with us. Joining today are -- is the Head of Retail Banking, Barry Almond; Keith Avant, our Chief Credit Officer; Bruce Brockwell, Head of Commercial Banking; John Colantoni, Chief Risk Officer; Marie Leibson, Chief SBA Lending Officer; Cody Sheflett, Chief Information Officer; Tyler Stafford, President, Panacea Financial; William Stevens, Chief Credit Officer; Matthew Switzer, Chief Financial Officer; Stephen Weber, Chief Strategy Officer; and Cheryl Wood, Chief Administration Officer. At this time, I appoint Cheryl Wood to act as Secretary of the annual meeting. I'd like -- now like to ask the secretary for a report concerning the notice of this meeting that has been provided to our shareholders.

Mr. Chairman, I have here a certified list of the stockholders of record of the company at the close of business on April 6, 2021, the record date for this meeting as fixed by the Board of Directors. I also have a signed affidavit stating that a copy of the notice of this meeting and the form attached to the affidavit was mailed on or about April 16, 2021, to all stockholders of record of the company at the close of business on April 6, 2021.

Thank you. I'll now declare that due notice of this annual meeting has been given to all stockholders entitled to notice and to those who are entitled to vote at this meeting, and that this meeting has been duly convened. Ms. Wood, I now have a report as to the presence of a quorum.

Mr. Chairman, at the close of business on April 6, 2021, the record date for this meeting, there were 24,532,285 shares of common stock of the company's issued and outstanding and entitled to vote at this meeting. Under Section 13.1-666 of the Virginia Stock Corporation Act, the presence in person or by proxy of stockholders holding a majority of the shares entitled to vote constitutes a quorum or 12,266,143 shares. Stockholders participating in a meeting by means of remote communications as today are deemed present under the Virginia Stock Corporation Act. Subject to verification, the holders as of the record date of this meeting of 21,450,865 shares of common stock are present by proxies executed in favor of John F. Biagas and Robert Y. Clagett are either of them, each of whom is present at this virtual meeting. Therefore, a quorum is present at the meeting. Director nominees are elected by plurality of the votes of the shares of Primis Financial Corp. common stock present and personal proxy at this meeting. This means that the director nominee with the most votes for a particular Board seat is elected for that seat regardless of whether or not such nominee received a majority of the votes cast. A broker non-vote or a withholding of authority to vote with respect to the director nominee will not have the effect of a vote against such nominee because it is not a vote cast in favor or against the proposal. Approval of the ratification of the appointment of Dixon Hughes Goodman and the nonbinding advisory proposal to approve the compensation of Primis named executive officers each require the affirmative vote of a majority of the shares of Primis Financial Corp. common stock present in person or represented by proxy at this meeting. Abstentions will have the effect of a vote against the ratification of the appointment of the independent registered public accounting firm and the nonbinding advisory proposal to approve the compensation of Primis Financial Corp.'s named executive officers.

Thank you. As briefly mentioned by the secretary, the purpose of today's meeting is for shareholders to vote on the following items: first, the election of 3 Class III directors to serve on the company's Board of Directors until the 2024 Annual Meeting of Shareholders; secondly, the ratification of the appointment of Dixon Hughes Goodman LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021; the third item is a nonbinding advisory vote under SEC rules to approve the compensation of the company's named executive officers; lastly, the consideration of such other business as may properly come before this meeting. No other business will be conducted. As a matter of information, I'm pleased to announce that our shareholders owning sufficient shares to approve these proposals have instructed their proxies to vote in favor of all the proposals. Although there are sufficient votes cast to approve all the proposals, we want every stockholder to have the opportunity to cast his or her own vote. There will be a question-and-answer period later in the meeting. We will also have a management presentation from our CFO and our Chief Executive Officer. So let's begin the voting. The first item to be voted upon at this meeting is the proposal to elect 3 directors of Class III to serve on the Board of Directors of Primis Financial Corporation until the 2024 Annual Meeting of Shareholders. Is there a motion in support of this matter?

So move.

Is there a second?

Second.

Okay. The second item to be voted upon is the proposal to ratify the appointment of Dixon Hughes Goodman LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. Is there a motion in support of this matter?

So moved.

So moved.

I have a motion and a second. The final item before the meeting is the proposal to approve on a nonbinding advisory basis, the compensation of the corporation's named executive officers. Is there a motion in support of this matter?

Moved.

I have a motion and a second. These items of business have been properly voted before this annual meeting. And as previously noted, no other business can be conducted at this meeting. It is now 2:42, and I declare the polls of the annual meeting to be open for voting on the 3 agenda items. If there is any shareholder present who wishes to vote or to revoke a proxy previously submitted and then vote, please follow the instructions provided on the virtual meeting website. Shareholders who have voted by proxy and do not need to vote on the website today -- do not need to vote on the website today unless they wish to change their vote on their proxies. With that said, I ask anyone wishing to vote, please do so now, and we will have a short pause to allow time for such voting. We're going to wait about 60 seconds or longer to give people time to vote. [Voting]

Since all the shareholders have submitted their proxies or electronic votes, I now declare that the polls for this meeting are closed as of 2:43. At this time, we will pause to permit the secretary to collect the votes with respect to the proposals. The votes have been collected. I will now ask Ms. Wood to report the results of the voting.

Mr. Chairman, I offer the following report. With respect to proposal #1, the proposal to elect 3 directors of Class III to serve on the Board of Directors, I'm pleased to report that each director received a plurality of the votes cast. Therefore, the proposal is considered passed. With respect to proposal #2, the proposal to ratify the appointment of Dixon Hughes Goodman LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2021, I am pleased to report that the proposal received a plurality of the votes cast, and therefore, the proposal to ratify this appointment is considered passed. With respect to proposal #3, the proposal to approve on a nonbinding advisory basis the compensation payable to Primis Financial's named executive officers, I am pleased to report that the proposal received a plurality of the votes cast, and therefore, the proposal is considered approved. Mr. Chairman, this concludes my report on the tabulation of the votes for this shareholder meeting.

Thank you. I declare that the first proposal to elect 3 directors of Class III to serve on the Board of Directors, the second proposal to ratify the appointment of addiction Hughes Goodman LLP as our accounting firm, and the third proposal to approve on a nonbinding advisory basis the compensation payable to certain executive officers have each been approved. Now we're going to have a presentation from our Chief Financial Officer, Matthew Switzer; and our Chief Executive Officer, Dennis Zember. Matt?

Thank you, Mr. Chairman. I will turn you to the first page of the presentation with the overview of Primis Financial Corp. As you can see, we finished 2020 and I'll provide more details on this in later slides, but we finished the year with $3.1 billion in assets, a 78 basis point return on average assets and strong asset quality. On the next slide, as Randy highlighted as our Board of Directors, it was a challenging year in 2020 with the backdrop of the pandemic as a management team, and as a company, we're thankful for the direction and support that the Board provided during a difficult operating environment. Likewise, Randy highlighted the executive team earlier in his remarks, and we've continued to add talent to this management team over the past year, again, during a difficult operating environment. We have a strong group of dedicated individuals that have managed through a difficult backdrop and are focused on continuing to build a world-class bank for our customers. Turning to financial information. On the next page, earnings per share. Earnings per share was $0.96 for 2020, which, again, with the pandemic in the background was viewed as strong results. Mortgage income was a significant contributor in 2020, much more so than previous years with the reduction in rates and the mortgage refinancing booming activity. It should be noted that the earnings for 2020 was also impacted by a significant build in provision for credit losses due to the pandemic backdrop and also to the adoption of the CECL accounting standard. Turning to the overall balance sheet and capital levels. You can see in 2020, our balance sheet grew pretty substantially to $3.1 billion at the end of the year. A significant portion of this growth was driven by the stimulus programs that the government put in place to combat the pandemic and the economic environment, in particular, the PPP program. Even with that growth from stimulus and liquidity, the capital remains strong at roughly 9.5% tangible common equity of tangible assets. Fortunately, we entered 2020 in the pandemic with strong capital levels, and our capital levels remain strong in support of anticipated future growth and dry powder for some of our strategic initiatives. Lastly, looking at tangible book value per share on Page 7 of the slide presentation. We ended the year with tangible book value per share of $11.60, continuing to grow book value to the benefit of our shareholders. It should be noted that this tangible book value per share grew along with earnings and also reflects the fact that we paid out $0.40 in dividends per share during 2020. With that, I'll turn it over to Dennis Zember for some final comments.

Thank you, Matt. Good afternoon, and thank you for attending our virtual 2021 Shareholders' Meeting. Matt did a fine job on the financial presentation. So I'm just going to talk about a few things that we've done, strategies that we're working on that are designed to reward shareholders with better long-term return. It's better, with long-term -- better, long-term returns. First was the work we did building a single unique culture that our staff and customers can rally around. Our collective efforts on PPP where we funded over 5,000 loans helped. Half of those loans were to people -- were to small businesses that were not our customers previously. Besides building camaraderie in our company, that work allowed us to essentially pay for the build and the reserves that Matt was speaking about with much less impact on the bottom line than otherwise would have been expected. At the same time we were doing that, we worked on a name change. Randy talked about that, but we announced our new brand in the fourth quarter of 2020. This is a critical step in building the right image for our company. Our staff dedicated themselves to being champions, to being experts and to working tirelessly for our customers and our shareholders, and that effort and that commitment deserves the best brand possible. Lastly, as both Randy and Matt have talked about, we recruited at the top of our class. At the Board level and at the executive level for people that share our vision for the future and our style of leadership. Cultural work is daunting because there's no direct correlation to actual results. It's nebulous at fast, but there's no question that it produces better results long term, and so this effort was critical. Second was the work we did around COVID and all the economic impacts that came with the pandemic. You look back over the pandemic in the last year, I'm very happy with how we handled our business. The way we worked with our customers and managed our concentrations proved to be the right course. Today, we have relatively few of our early deferrals that aren't paying full contractual terms, and our hotel portfolio is experiencing occupancy and other metrics that are very close to prepandemic levels what we had in 2019. The way we shifted our attitude towards deposit sales and use the opportunity to change the makeup of our deposit mix created real value for our company. In 2020 alone, we grew non-CD deposits by 45%, almost $600 million, which allowed us to run off nearly all of our brokered CD portfolio. Today, we are totally core funded with excess liquidity that will help fuel earnings growth as we start growing loans again. Lastly, as we work to build a new culture and work through the pandemic, we also dedicated ourselves to understanding fintech and what that means for banking. Fintech right now has 1,000 meanings. I actually Googled Fintech and looked on dictionary.com and fintech, actually, the definition talks about financial services and it uses India, the country of India, as an example, not America. So it's not really even defined what fintech means, but we've dedicated ourselves to understanding it. Our passion for this centers around one cold hard fact that many in our industry do not want to admit. About 20 years ago, people stopped coming to branches. All of our sales efforts, our offense, to use sports analogy, our offense centered on branch sales. Our offensive players were in branches. Every promotion we conceived tied to a branch. All of our expansion ideas started with branches. Today, bankers have come to grips with the fact that customers are not coming to branches and so now they're closing these offices at an absolute toward pace. Essentially, since that offensive scheme around branches quit producing touchdowns or even first downs. They've all switched to defense to cost-saving ideas that basically come with fewer offenses. And one last analogy that I literally wrote this down just minutes ago. Yesterday, I don't know if you saw but Ford announced that by year 2025, which is unfortunately closer than any of us want to admit, 40% of their sales will be electric cars, fully electric cars, not hybrids, fully electric cars. They're going to invest billions of dollars to get there. And I'd ask you, what is the comparable announcement in our industry? Who's making that similar announcement for us, recognizing fintech and recognizing the advent of technology? I tell you that our announcement a few weeks ago, a month ago or so about coming up with a digital bank or finishing the work on our digital bank is actually very comparable to that. Ford did not announce that they're going to quit making traditional cars that burn gasoline. Thank goodness. They didn't announced it. They just announced that they're going to start making or investing more heavily in electric cars. And that's because they recognize that the mainstream of this country is moving a little more towards electric. And that's what we announced. We are not -- I wrote down that we're not moving away from our legacy markets, our legacy branches, our legacy employees, our legacy products and services, our legacy commitment to being leaders in our local communities. We're not moving away from that. What we are doing is understanding that the mainstream is moving towards a more digital solution. That's where our account openings are happening and that we're going to have all the tools and services we need to capture that as the mainstream -- as that becomes more and more mainstream. I'll tell you that nothing -- in my opinion, nothing we've done over the last year or 15 or 18 months will create more long-term growth and value in our company than succeeding on this digital solution idea for new and existing customers. I'm very excited about that. I'm excited about all the work we've done, staff-wise and at the Board level and think the future pretty bright for Primis. With that, I will turn it back to Chairman Cook.

Thank you, Matt. Thank you, Dennis. With the management presentation concluded, that will conclude the formal business portion of the meeting. So I will now adjourn the formal business portion of our meeting. I will now open the floor to questions. Please remember to follow the rules of conduct, especially regarding the time limit. If you'd like to ask a question, please follow the instructions set forth on the virtual meeting website. Your question and your individual control number will appear on our Computershare platform and will be read aloud. I or another member of the Board or the management team, as appropriate, will answer the question. So if you have any questions, you can ask them now. I want to give you plenty of time if you do have a question. Okay. We've not received any questions. I hope you enjoyed the meeting. I hope you learned something about our company. And I hope you support the way this company is being led by our management team. So with that said, thank you for attending today, and we'll look forward to meeting again next year. Thank you.

This concludes the meeting. Thank you for attending. You may now disconnect.