South Plains Financial, Inc. (SPFI) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the South Plains Financial, Inc. Annual Meeting. I would now like to hand the conference over to your speaker, Mr. Curtis Griffith. Sir, please go ahead.

Thank you, operator. Good afternoon. I am Curtis C. Griffith, the Chief Executive Officer of South Plains Financial, Inc., and Chairman of the Board for South Plains Financial and Citibank. And on behalf of the South Plains Financial team, it is my pleasure and honor to welcome our shareholders, employees and invited guests to the 2020 Annual Meeting of Shareholders of South Plains Financial, Inc. Will the meeting please come to order? Due to the ongoing novel coronavirus, COVID-19 pandemic, the state of Texas remains under a statewide executive order by Governor Abbott, requiring that every person in Texas minimize social gatherings and minimize in-person contact with people who are not in the same household. So this year, we and many other companies are holding our annual meeting virtually. Before we begin the business portion of the annual meeting today, I would like to share an update on how the company has been operating and addressing the challenges of the ongoing COVID-19 pandemic. The spread of the virus has caused significant disruptions in the U.S. and global economies since it was declared a pandemic in March of 2020 by the World Health Organization. The changes have impacted our clients and their industries as well as the financial services sector. At this time, we cannot predict the severity nor the duration of the economic downturn and the corresponding adverse effects upon our clients. The company's Business Continuity Oversight Committee has monitored the spread of COVID-19 since the beginning of January 2020 and has continuously escalated the company's response as well as employee and customer communications. As the COVID-19 pandemic continued to spread across the globe, the company created a pandemic task force to implement South Plains business continuity plan to ensure the safety of the company's employees and customers, while maintaining the operational and financial integrity of the bank. Nonessential employees were transitioned to a work-from-home environment. Strict protocols for employees deemed essential were adopted to ensure adequate social distancing and all bank facilities are receiving incremental cleaning and sanitization. The company has restricted access to its bank lobbies and is allowing customers in by appointment only, while providing essential banking services through the bank's drive-through windows and digital platforms. While the duration of the COVID-19 pandemic and the scope of its impact on the economy is uncertain, the bank is proactively working with its borrowers in those sectors most affected by the pandemic and offering loan modifications to borrowers who are or maybe unable to meet their contractual payment obligations because of the effects of the pandemic. As part of the bank's efforts to support its customers and protect the bank, and in accordance with the Joint Interagency Regulatory Guidance, the bank has offered varying forms of loan modifications, ranging from 90-day payment deferrals to 6- to 12-month interest-only terms to provide borrowers' relief. As of March 31, 2020, total loan modifications attributed to the COVID-19 pandemic were approximately $155 million or 7% of the company's loan portfolio. As of May 1, 2020, total loan modifications attributed to the pandemic had increased to approximately $390 million or 18% of the company's total loan portfolio. The bank had also been active in assisting its customers in accessing the Paycheck Protection Program, the PPP, administered by the Small Business Administration and created under The Coronavirus Aid, Relief, and Economic Security Act. As of May 5, 2020, the bank had originated over $210 million in PPP loans for over 1,800 customers, whose applications were approved and funded. The bank intends to continue accepting and processing new PPP loan applications for as long as funding for the program remains available. The bank will utilize its lines of credit with the Federal Home Loan Bank of Dallas and/or the Federal Reserve Bank of Dallas to supplement funding for these loans as needed. Helping Citibank's customers access PPP loans is just one way that the bank has been helping its customers and communities during this challenging time. Citibank has also been a supporter of the South Plains and Permian Basin food banks and recently increased its financial support, given the challenging economic environment for so many. The company and Citibank remain well capitalized. We also have substantial liquidity on hand as well as $450 million in unpledged securities and access to lines of credit with the Federal Home Loan Bank, the Federal Reserve Bank and other banks. Finally, as previously announced, the company temporarily suspended its stock repurchase program in response to the ongoing COVID-19 pandemic. Suspending the stock repurchase program will allow the company to preserve capital and provide liquidity to meet the credit needs of the customers, small businesses and local communities served by the company and Citibank. The company believes that it remains strong and well capitalized, and the company may reinstate the stock repurchase program in the future. I would now like to recognize each of your directors and then make some brief remarks about our Board of Directors. First, the members of our current Board are myself, Curtis C. Griffin; Cory T. Newsom; Richard D. Campbell; Cynthia B. Keith; Allison S. Navitskas; Noe G. Valles; and Kyle R. Wargo. I want to thank our directors for their incredibly dedicated leadership, engagement, oversight and wisdom and for setting such an inspiring level of accountability and excellence for all South Plains Financial bankers to follow. As our South Plains Financial team members know, our directors have truly set the culture and tone that has inspired our long-term success. Thank you to our extraordinary Board of Directors. I also want to recognize some advisers to our Board who are joining us by remote communication. They are Heather Eastep of Hunton Andrews Kurth LLP, our outside legal counsel; Bob Loritz of Weaver and Tidwell, L.L.P., your company's independent registered public accounting firm; and Matthew Kelly of Broadridge Corporate Issuer Solutions, your company's transfer agent and inspector of elections. I would like to thank these individuals for their contributions to South Plains Financial. Now moving on to the business portion of the annual meeting. Our Board set March 25, 2020, as the record date for voting at this annual meeting. Only persons who are shareholders of South Plains Financial on that date are eligible to vote. The proxy statement for this annual meeting was filed with the Securities and Exchange Commission on April 2, 2020. On or about April 1, 2020, the company caused to be mailed to each shareholder a notice of this meeting along with the proxy statement and proxy card. Your Board of Directors has designated Steve Crockett, the Chief Financial Officer of the company, to report on the results of our votes, which have been tabulated by Broadridge Corporate Issuer Solutions, our transfer agent. You will hear from Mr. Crockett in a moment. In order to ensure the orderly and business-like progression of the meeting, I would ask that you please follow the rules of conduct for this meeting, which are available on the virtual meeting platform at www.virtualshareholdermeeting.com/SPFI2020. Importantly, as previously disclosed, we will only be discussing questions submitted in advance of the annual meeting. We will address any questions submitted in advance related solely to the proposals before you today, time permitting. I would ask that shareholders who are present by means of remote communication and who have not delivered a proxy and who would like to vote to do so by voting electronically during this meeting. If you logged in with your control number today, you can vote by clicking on the icon on your screen to cast your vote. I would like to emphasize that if you have already voted, there is no need to vote now. I would like to ask Mikella Newsom, as secretary of the company, to report on whether a quorum is present.

Thank you, Curtis. I have been advised by our transfer agent that there are present by means of remote communication or by proxy at this meeting of the holders of at least 16,505,297 shares or 91.41% of the total number of outstanding shares of the company entitled to vote at this meeting. And as such, I can confirm that a quorum is present at this meeting for all purposes in accordance with the company's bylaws.

Thank you, Mikella. Because proper notice has been given and a quorum is present, this meeting has been properly convened. The 2019 Annual Meeting of Shareholders was held on March 6, 2019. A copy of the minutes from that annual meeting is available on the virtual meeting platform at www.virtualshareholdermeeting.com/SPFI2020. I would like to ask for a motion to waive the reading of minutes of the 2019 Annual Meeting of Shareholders.

So moved.

Second.

Is there any discussion? If no discussion, is there anyone opposed to the motion? Hearing no opposition, the motion is carried. We have 2 proposals on the agenda today. Information concerning these 2 proposals was contained in our proxy statement furnished in connection with this meeting. The first proposal is to elect 2 Class I directors, each for a 3-year term to hold office until the 2023 Annual Meeting of Shareholders. The Board of Directors has nominated for election the following persons, each of them is a current Director of our company; Richard D. Campbell and Cynthia B. Keith. No other nominations of candidates for election to the Board of Directors have been submitted in accordance with the procedures required under our bylaws. The second proposal is to ratify our Audit Committee's appointment of Weaver and Tidwell, L.L.P. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. I would like to ask for a motion to vote for the approval of the 2 proposals to be considered at this annual meeting.

They moved.

Second.

Again, if you have not voted and wish to do so, please vote now. If you have submitted a proxy, you do not need to submit another vote. As noted, shareholders were given an opportunity to submit questions for this meeting through yesterday, May 18. However, no questions were submitted in advance of the annual meeting. Therefore, I now declare the polls closed. It appears the votes for the proposals have been tabulated. I would like to ask Steve Crockett, designated inspector of voting, to report the preliminary results of the first vote.

I've been advised by our transfer agent that a preliminary tabulation has been completed, and I can report at this time that of the 12,329,149 shares voted by means of remote communication or by proxy at this meeting, not less than 10,547,143 or approximately 85.54% have been voted in favor of the total slate of Class I directors to serve for a 3-year term until the 2023 Annual Meeting of Shareholders.

Thank you, Steve. Based on this result, I am honored to declare that Richard D. Campbell and Cynthia B. Keith have each received affirmative votes of the shareholders of a majority of the shares voted in the election of Class I directors and represented in person or by proxy and have been elected to serve as Class I directors of South Plains Financial, Inc. until the 2023 annual meeting. Steve, could you now please report on the second vote?

I have also been advised by our transfer agent that a preliminary tabulation has been completed, and I can report at this time that of the 16,488,097 shares voted by means of remote communication or by proxy at this meeting, not less than 16,488,047 or approximately 99% have been voted to ratify the Audit Committee's appointment of Weaver and Tidwell, L.L.P. As the company's independent registered public accounting firm for the fiscal year ending December 31, 2020.

Thank you, Steve. Based on this result, I declare that the Audit Committee's appointment of Weaver and Tidwell, L.L.P., as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, has been ratified by at least a majority of the votes cast at the meeting. No other business has been presented in accordance with the procedures required under our bylaws for your consideration at this meeting. Therefore, I would now entertain a motion for adjournment.

So moved.

Second.

All those in favor, please say, aye.

Aye.

Aye.

Oppose, no. The meeting is adjourned. Thank you very much, ladies and gentlemen, for attending this meeting, and I look forward to seeing you in person at our 2021 Annual Meeting of South Plains Financial, Inc.

Ladies and gentlemen, thank you for participating. This now concludes the program. You may all disconnect. Everyone, have a great day.