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):  June 24, 2019



South Plains Financial, Inc.
(Exact name of registrant as specified in its charter)



Texas
001-38895
75-2453320
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

5219 City Bank Parkway
Lubbock, Texas
 
79407
(Address of principal executive offices)
 
(Zip Code)

(806) 792-7101
(Registrant’s telephone number, including area code)



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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $1.00 per share
SPFI
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02
Results of Operations and Financial Condition.

On June 24, 2019, South Plains Financial, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2019.  A copy of the Company’s press release covering such announcement and certain other matters is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.  The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01
Financial Statements and Exhibits.


(d)
Exhibits.


99.1
Press release, dated June 24, 2019, announcing first quarter 2019 earnings of South Plains Financial, Inc.


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 hereunto duly authorized.

 
SOUTH PLAINS FINANCIAL, INC.
     
Dated:  June 24, 2019
By:
/s/ Curtis C. Griffith
   
Curtis C. Griffith
   
Chairman and Chief Executive Officer




Exhibit 99.1

Press Release
For Immediate Release

South Plains Financial, Inc. Reports First Quarter 2019 Financial Results

LUBBOCK, Texas, June 24, 2019 (GLOBE NEWSWIRE) – South Plains Financial, Inc. (NASDAQ:SPFI) (“South Plains” or the “Company”), the parent company of City Bank, today reported its results as of and for the quarter ended March 31, 2019.

 First Quarter 2019 Financial Highlights


Net income for the first quarter of 2019 increased to $4.8 million, compared to $4.6 million(1) in the first quarter of 2018.

Diluted earnings per share were $0.32 for the first quarter of 2019, compared to $0.31(1) for the first quarter of 2018.

Net interest margin(2) was 3.93%, compared to 3.87% in the first quarter of 2018.

Deposit growth of $27.5 million, or 1.2%, for the three months ended March 31, 2019.

Return on average assets was 0.71% annualized.

Book value per share(3) of $14.80 for the first quarter of 2019, compared to $14.59 per share for the quarter ended March 31, 2018.

Total stockholders’ equity to total assets(3) was 7.96%.

Curtis Griffith, South Plains’ Chairman and Chief Executive Officer, stated, “The first quarter was a good start to the year for South Plains as we delivered improved earnings, year-over-year, in what is typically our lowest earnings quarter of the year given seasonality in our agricultural lending segment.  Additionally, we maintained a relentless focus on expense reduction in the first quarter of 2019 as we work to drive efficiencies through the Bank and improve our profitability while delivering the outstanding customer service that our customers are accustomed to and which differentiates South Plains in our local markets.  Looking forward, we continue to see opportunities to further reduce our cost structure over the balance of the year as we work to achieve an efficiency ratio more in-line with our peers.  Credit quality also remained strong in all of our markets and while competition lowered our overall growth in loans, demand increased through the end of the quarter and has remained on an improving trend through the second quarter of 2019.”

“We are also extremely pleased with our recent successful initial public offering when our Company’s common stock began trading on the NASDAQ Global Select Market under the ticker symbol “SPFI” on May 9th,” continued Mr. Griffith.  “We issued 3,207,000 shares, including the overallotment option, generating net proceeds of approximately $51.4 million.  We were delighted with the strong support that we received from investors during the IPO process and with the quality of our new shareholders.  Our public listing is an important milestone in our Company’s more than 75 year history and we believe it will position South Plains to seek attractive acquisition opportunities in our core markets of West Texas.  We would like to thank our employees, customers and legacy shareholders for their trust and confidence, and we look forward to their continued support as we begin our next chapter as a public company.”

1

Results of Operations, Quarter Ended March 31, 2019

Net Interest Income

Net interest income totaled $24.5 million for the first quarter of 2019, an increase of $1.8 million from $22.7 million for the first quarter of 2018.

Interest income totaled $32.0 million for the first quarter of 2019, an increase of $4.7 million from $27.3 million in the same period in 2018.  Interest and fees on loans increased by $4.0 million from the first quarter of 2018 due to organic growth of $129.4 million in average loans and an increase of 48 basis points in interest rates.

Interest expense was $7.5 million for the first quarter of 2019 compared to $4.6 million in the prior year period. The increase from the first quarter of 2018 was due to an increase in the rate paid on interest-bearing liabilities of 54 basis points and growth in the deposit base.  The average cost of deposits were 105 basis points for the first quarter of 2019, representing a 39 basis point increase from the first quarter of 2018.

The net interest margin for the first quarter of 2019 was 3.93%, an increase of 6 basis points from the first quarter of 2018.  The increase from the prior year period was due primarily to the impact of higher interest-earning asset rates, offset by increases in the cost of interest-bearing liabilities.

Noninterest Income and Noninterest Expense

Noninterest income totaled $12.1 million for the first quarter of 2019, compared to $11.5 million for the first quarter of 2018. The increase in noninterest income was primarily the result of an increase of $349 thousand on the net gains on loans sold from an increase of $12.0 million in the origination of mortgage loans held for sale.

The primary components of noninterest income for the first quarter of 2019 were $4.9 million in revenue from mortgage banking activities and $2.0 million in bank card services and interchange fees.

Noninterest expense totaled $30.0 million in the first quarter of 2019, an increase of $2.1 million from $27.9 million in the prior year period. This increase in noninterest expense was primarily driven by $1.4 million in 2019 operating expenses related to the online mortgage and staff acquisition, which closed on November 30, 2018.

During the quarter, the Company incurred $115,000 of after-tax legal expenses in connection with the initial public offering and related activities.

The primary components of noninterest expense for the first quarter of 2019 were $19.1 million in salaries and employee benefits, $3.4 million in net occupancy expense, and $1.7 million in professional services.

Loan Portfolio and Composition

Loans held for investment were $1.9 billion as of March 31, 2019, compared to $2.0 billion as of December 31, 2018 and $1.8 billion as of March 31, 2018.  Loans held for investment as of March 31, 2019 decreased $42.0 million, or 2.1%, from December 31, 2018, as a result of a net reduction of $43.4 million in seasonal annual paydowns on agricultural productions loans.  As of March 31, 2019, loans held for investment increased $91.0 million, or 5.0%, from March 31, 2018.  The primary segments of our organic growth for this period were $50.1 million in 1-4 family residential loans and $41.8 million in auto loans.

2

Agricultural production loans were $107.3 million at March 31, 2019, compared to $150.7 million at December 31, 2018 and $106.8 million at March 31, 2018.

Deposits and Borrowings

Deposits totaled $2.3 billion as of March 31, 2019, compared to $2.3 billion as of December 31, 2018 and $2.2 billion as of March 31, 2018.  Deposits increased $27.5 million in the first quarter of 2019 and increased $145.6 million from March 31, 2018 as a result of the Company’s organic growth.

Noninterest-bearing deposits were $497.6 million as of March 31, 2019, compared to $510.1 million as of December 31, 2018 and $468.3 million as of March 31, 2018.  Noninterest-bearing deposits represented 21.6%, 22.4%, and 21.7% of total deposits as of March 31, 2019, December 31, 2018, and March 31, 2018, respectively.

Subordinated debt securities declined to $26.5 million at March 31, 2019 from $34.0 million as of December 31, 2018.  This decline was the result of the redemption in January 2019 of the $7.5 million remaining securities that were issued by the Company in 2014.

Asset Quality

The provision for loan losses recorded for the first quarter of 2019 was $608 thousand compared to $778 thousand for the first quarter of 2018. The allowance for loan losses to loans held for investment was 1.22% at March 31, 2019 compared to 1.18% at December 31, 2018 and 1.20% at March 31, 2018.

The nonperforming assets to total assets ratio as of March 31, 2019 was 0.37%, compared to 0.34% as of December 31, 2018 and 0.55% at March 31, 2018.

Annualized net charge-offs were 0.07% for the first quarter of 2019, compared to 0.06% for the first quarter of 2018.

(1) The Company’s S Corporation revocation was effective May 31, 2018.  Net income, return on average assets, return on average shareholders’ equity and earnings per share for periods prior to the revocation are presented herein as if we had converted to a C Corporation as of January 1, 2018.  The tax adjustment is calculated by adding back its franchise S Corporation tax to net income, and using tax rates for Federal income taxes of 21.0%. This calculation reflects only the revocation of the Company’s status as an S Corporation and does not give effect to any other transaction.

(2) Net interest margin is calculated as the annual net interest income, on a fully tax-equivalent basis, divided by average interest-earning assets.

(3) Amounts are presented giving effect to the ESOP Repurchase Right Termination.  See Pro Forma Financial Information below for further details.

About South Plains Financial, Inc.

South Plains is the bank holding company for City Bank, a Texas chartered bank headquartered in Lubbock, Texas.  City Bank is one of the largest independent banks in West Texas and has additional banking operations in the Dallas and El Paso markets, as well as in the Greater Houston, and College Station Texas markets, and the Ruidoso and Eastern New Mexico markets. South Plains provides a wide range of commercial and consumer financial services to small and medium-sized businesses and individuals in its market areas. Its principal business activities include commercial and retail banking, along with insurance, investment, trust and mortgage services.  Please visit https://www.spfi.bank for more information.

3

Pro Forma Financial Information

As a result of the revocation of the Company’s S corporation election, the net income and earnings per share data presented herein may not be comparable for all periods presented herein. As a result, the Company is disclosing pro forma net income, income tax expense, and earnings per share as if the Company’s conversion to a C corporation had occurred as of January 1, 2018.

Additionally, in accordance with applicable provisions of the Internal Revenue Code, the terms of the South Plains Financial, Inc. Employee Stock Ownership Plan (“ESOP”) currently provide that ESOP participants have the right, for a specified period of time, to require us to repurchase shares of our common stock that are distributed to them by the ESOP. The shares of common stock held by the ESOP are reflected in our consolidated balance sheets as a line item called ‘‘ESOP owned shares’’ appearing between total liabilities and shareholders’ equity. As a result, the ESOP-owned shares are deducted from shareholders’ equity in our consolidated balance sheets. This repurchase right terminated upon the listing of our common stock on the NASDAQ, which we sometimes refer to as the ESOP Repurchase Right Termination, whereupon our repurchase liability will be extinguished and thereafter the ESOP-owned shares will not be deducted from shareholders’ equity.  We have disclosed the pro forma balance sheet as of March 31, 2019 to reflect the ESOP Repurchase Right Termination.

Non-GAAP Financial Measures

Some of the financial measures included in this press release are not measures of financial performance recognized in accordance with generally accepted accounting principles in the United States (“GAAP”).   These non-GAAP financial measures include Tangible Book Value Per Common Share and Tangible Common Equity to Tangible Assets.  The Company believes these non-GAAP financial measures provide both management and investors a more complete understanding of the Company’s financial position and performance. These non-GAAP financial measures are supplemental and are not a substitute for any analysis based on GAAP financial measures. Not all companies use the same calculation of these measures; therefore, this presentation may not be comparable to other similarly titled measures as presented by other companies. Reconciliation of non-GAAP financial measures, to GAAP financial measures are provided at the end of this press release.

Forward Looking Statements

This press release contains forward-looking statements. These forward-looking statements reflect South Plains’ current views with respect to, among other things, the completion of the initial public offering of its common stock. Any statements about South Plains’ expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. South Plains cautions that the forward-looking statements in this press release are based largely on South Plains’ expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond South Plains’ control. Additional information regarding these risks and uncertainties to which South Plains’ business and future financial performance are subject is contained in South Plains’ Prospectus filed with the U.S. Securities and Exchange Commission (“SEC”) dated May 8, 2019 (“Prospectus”), and other documents South Plains files with the SEC from time to time. South Plains urges readers of this press release to review the Risk Factors section of that Prospectus and the Risk Factors section of other documents South Plains files with the SEC from time to time. Actual results, performance or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements due to additional risks and uncertainties of which South Plains is not currently aware or which it does not currently view as, but in the future may become, material to its business or operating results. Due to these and other possible uncertainties and risks, readers are cautioned not to place undue reliance on the forward-looking statements contained in this press release. Any forward-looking statements presented herein are made only as of the date of this press release, and South Plains does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, new information, the occurrence of unanticipated events, or otherwise, except as required by law.

 
Contact:
Mikella Newsom, Chief Risk Officer and Secretary
   
   
(806) 792-7101
     
 
Source: South Plains Financial, Inc.

4

South Plains Financial, Inc.
Consolidated Financial Highlights - (Unaudited)
(Dollars in thousands, except per share data)

   
As of and for the quarter ended
 
   
March 31, 2019
   
December 31, 2018
   
September 30, 2018
   
June 30, 2018
   
March 31, 2018
 
Selected Income Statement Data:
                             
Interest income
 
$
32,004
   
$
31,672
   
$
30,731
   
$
28,408
   
$
27,283
 
Interest expense
   
7,458
     
7,005
     
5,943
     
4,969
     
4,565
 
Net interest income
   
24,546
     
24,667
     
24,788
     
23,439
     
22,718
 
Provision for loan losses
   
608
     
1,168
     
3,415
     
1,540
     
778
 
Noninterest income
   
12,075
     
14,390
     
13,295
     
12,968
     
11,468
 
Noninterest expense
   
30,036
     
30,498
     
28,646
     
28,422
     
27,877
 
Income tax expense
   
1,204
     
1,528
     
1,109
     
(6,568
)
   
30
 
Net income
   
4,773
     
5,863
     
4,913
     
13,013
     
5,501
 
Net income - pro forma (2)
   
4,773
     
5,863
     
4,913
     
5,333
     
4,648
 
Per Share Data:
                                       
Net earnings, diluted (1) (2)
   
0.32
     
0.40
     
0.33
     
0.36
     
0.31
 
Cash dividends declared and paid, dilutive
   
-
     
0.85
     
-
     
1.04
     
0.15
 
Book value, dilutive (1)
   
14.80
     
14.40
     
14.63
     
14.43
     
14.59
 
Selected Period End Balance Sheet Data:
                                       
Total assets
   
2,745,997
     
2,712,745
     
2,687,610
     
2,616,647
     
2,585,134
 
Total loans held for investment
   
1,915,183
     
1,957,197
     
1,968,085
     
1,913,884
     
1,824,157
 
Allowance for loan losses
   
23,381
     
23,126
     
21,073
     
21,715
     
21,969
 
Investment securities
   
339,051
     
338,196
     
398,475
     
254,517
     
258,328
 
Noninterest-bearning deposits
   
497,566
     
510,067
     
517,000
     
495,293
     
468,290
 
Total deposits
   
2,304,929
     
2,277,454
     
2,261,356
     
2,183,631
     
2,159,321
 
Total stockholders’ equity
   
218,565
     
212,775
     
216,169
     
213,096
     
215,453
 
Summary Performance Ratios:
                                       
Return on average assets
   
0.71
%
   
0.86
%
   
0.74
%
   
2.04
%
   
0.86
%
Return on average assets - pro forma
   
0.71
%
   
0.86
%
   
0.74
%
   
0.84
%
   
0.73
%
Return on average equity
   
8.98
%
   
10.85
%
   
9.08
%
   
24.36
%
   
10.33
%
Return on average equity - pro forma
   
8.98
%
   
10.85
%
   
9.08
%
   
9.98
%
   
8.73
%
Net interest margin
   
3.93
%
   
3.89
%
   
4.02
%
   
3.98
%
   
3.87
%
Yield on loans
   
5.84
%
   
5.67
%
   
5.57
%
   
5.42
%
   
5.36
%
Cost of interest-bearing deposits
   
1.34
%
   
1.26
%
   
1.09
%
   
0.92
%
   
0.84
%
Efficiency ratio
   
81.79
%
   
77.88
%
   
74.85
%
   
77.39
%
   
80.74
%
Summary Credit Quality Data:
                                       
Nonperforming loans
   
7,937
     
6,954
     
7,225
     
11,774
     
11,460
 
Nonperforming loans to total loans held for investment
   
0.41
%
   
0.36
%
   
0.37
%
   
0.62
%
   
0.63
%
Other real estate owned
   
2,340
     
2,285
     
2,704
     
6,590
     
2,683
 
Nonperforming assets to total assets
   
0.37
%
   
0.34
%
   
0.37
%
   
0.70
%
   
0.55
%
Allowance for loan losses to total loans held for investment
   
1.22
%
   
1.18
%
   
1.07
%
   
1.13
%
   
1.20
%
Net charge-offs to average loans outstanding (annualized)
   
0.07
%
   
-0.18
%
   
0.82
%
   
0.38
%
   
0.06
%
Capital Ratios:
                                       
Total stockholders’ equity to total assets
   
7.96
%
   
7.84
%
   
8.04
%
   
8.14
%
   
8.33
%
Tangible common equity to tangible assets
   
7.96
%
   
7.84
%
   
8.04
%
   
8.14
%
   
8.33
%
Tier 1 capital to average assets
   
9.70
%
   
9.63
%
   
10.09
%
   
10.23
%
   
10.19
%
Common equity tier 1 to risk-weighted assets
   
10.27
%
   
9.91
%
   
10.03
%
   
10.35
%
   
11.00
%
Total capital to risk-weighted assets
   
14.74
%
   
14.28
%
   
14.29
%
   
14.54
%
   
15.41
%

(1) - Reflects the ESOP Repurchase Right Termination.
(2) - Assumes the Company’s S Coporation revocation was effective at the beginning of each period prior to May 31, 2018.  The Federal tax rate used was 35.0% for periods prior to January 1, 2018 and 21.0% for periods after January 1, 2018.

5

South Plains Financial, Inc.
                                   
Average Balances and Yields
                                   
(Unaudited)
 
For the Three Months Ended
 
   
March 31, 2019
   
March 31, 2018
 
   
(Dollars in thousands)
 
   
Average
Balance
   
Interest
Income
Expense
   
Yield
   
Average
Balance
   
Interest
Income
Expense
   
Yield
 
Assets
                                   
Loans (1)
 
$
1,955,783
   
$
28,141
     
5.84
%
 
$
1,826,391
   
$
24,158
     
5.36
%
Debt securities - taxable
   
309,670
     
2,109
     
2.76
%
   
118,267
     
759
     
2.60
%
Debt securities - nontaxable
   
32,172
     
286
     
3.61
%
   
154,460
     
1,386
     
3.64
%
Other interest-bearing assets
   
243,610
     
1,571
     
2.62
%
   
319,984
     
1,320
     
1.67
%
                                                 
Total interest-earning assets
   
2,541,235
     
32,107
     
5.12
%
   
2,419,102
     
27,623
     
4.63
%
Noninterest-earning assets
   
176,437
                     
172,891
                 
                                                 
Total assets
 
$
2,717,672
                   
$
2,591,993
                 
                                                 
Liabilities & stockholders’ equity
                                               
NOW, Savings, MMA’s
 
$
1,470,199
     
4,534
     
1.25
%
 
$
1,360,833
     
2,409
     
0.72
%
Time deposits
   
309,687
     
1,355
     
1.77
%
   
324,113
     
1,084
     
1.36
%
Short-term borrowings
   
22,722
     
111
     
1.98
%
   
25,434
     
72
     
1.15
%
Notes payable & other long-term borrowings
   
95,000
     
539
     
2.30
%
   
95,000
     
358
     
1.53
%
Subordinated debt securities
   
27,727
     
406
     
5.94
%
   
20,887
     
245
     
4.76
%
Junior subordinated deferable interest debentures
   
46,393
     
513
     
4.48
%
   
46,393
     
397
     
3.47
%
                                                 
Total interest-bearing liabilities
   
1,971,728
     
7,458
     
1.53
%
   
1,872,660
     
4,565
     
0.99
%
Demand deposits
   
501,120
                     
473,993
                 
Other liabilities
   
29,153
                     
29,410
                 
Stockholders’ equity
   
215,671
                     
215,930
                 
                                                 
Total liabilities & stockholders’ equity
 
$
2,717,672
                   
$
2,591,993
                 
                                                 
Net interest income
         
$
24,649
                   
$
23,058
         
Net interest margin (2)
                   
3.93
%
                   
3.87
%

(1) Average loan balances include nonaccrual loans and loans held for sale.
(2) Net interest margin is calculated as the annualized net income, on a fully tax-equivalent basis, divided by average interest-earning assets.

6

South Plains Financial, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands, except per share data)

   
March 31,
2019
   
December 31,
2018
   
Pro Forma
March 31,
2019
 
ASSETS
                 
Cash and due from banks
 
$
37,632
   
$
47,802
   
$
37,632
 
Interest-bearing deposits in banks
   
301,778
     
198,187
     
301,778
 
Cash and cash equivalents
   
339,410
     
245,989
     
339,410
 
Securities available for sale
   
339,051
     
338,196
     
339,051
 
Loans held for sale
   
21,447
     
38,382
     
21,447
 
Loans held for investment
   
1,915,183
     
1,957,197
     
1,915,183
 
Allowance for loan losses
   
(23,381
)
   
(23,126
)
   
(23,381
)
Accrued interest receivable
   
9,962
     
12,957
     
9,962
 
Premises and equipment, net
   
59,572
     
59,787
     
59,572
 
Bank-owned life insurance
   
57,499
     
57,172
     
57,499
 
Other assets
   
27,254
     
26,191
     
27,254
 
                         
Total assets
 
$
2,745,997
   
$
2,712,745
   
$
2,745,997
 
                         
LIABILITIES AND STOCKHOLDERS’ EQUITY
                       
                         
Deposits:
                       
Noninterest-bearing
 
$
497,566
   
$
510,067
   
$
497,566
 
Interest-bearing
   
1,807,363
     
1,767,387
     
1,807,363
 
                         
Total deposits
   
2,304,929
     
2,277,454
     
2,304,929
 
Short-term borrowings
   
18,915
     
17,705
     
18,915
 
Accrued expenses and other liabilities
   
35,723
     
29,416
     
35,723
 
Notes payable & other borrowings
   
95,000
     
95,000
     
95,000
 
Subordinated debt securities
   
26,472
     
34,002
     
26,472
 
Junior subordinated deferrable interest debentures
   
46,393
     
46,393
     
46,393
 
                         
Total liabilities
   
2,527,432
     
2,499,970
     
2,527,432
 
                         
Commitments and contingent liabilities ESOP owned shares
   
58,195
     
58,195
     
-
 
                         
Stockholders’ equity:
                       
Common stock, $1 par value, 30,000,000 shares authorized; 14,771,520 issued and outstanding
   
14,772
     
14,772
     
14,772
 
Additional paid-in capital
   
80,412
     
80,412
     
80,412
 
Retained earnings
   
123,328
     
119,834
     
123,328
 
Accumulated other comprehensive income (loss)
   
53
     
(2,243
)
   
53
 
     
218,565
     
212,775
     
218,565
 
Less ESOP owned shares
   
58,195
     
58,195
     
-
 
Total stockholder’ equity
   
160,370
     
154,580
     
218,565
 
 
                       
Total liabilities and stockholders’ equity
 
$
2,745,997
   
$
2,712,745
   
$
2,745,997
 

7

South Plains Financial, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
(Dollars in thousands, except per share data)

   
Three Months Ended March 31,
 
               
Pro Forma
 
   
2019
   
2018
   
2018
 
Interest income:
                 
Loans, including fees
 
$
28,098
   
$
24,109
   
$
24,109
 
Securities:
                       
Taxable
   
2,176
     
795
     
795
 
Non taxable
   
225
     
1,095
     
1,095
 
Federal funds sold and interest-bearing deposits in banks
   
1,505
     
1,284
     
1,284
 
                         
Total interest income
   
32,004
     
27,283
     
27,283
 
                         
Interest expense:
                       
Deposits
   
5,889
     
3,493
     
3,493
 
Notes payable & other borrowings
   
650
      430       430  
Subordinated debt securities
   
406
     
245
     
245
 
Junior subordinated deferrable interest debentures
   
513
     
397
     
397
 
                         
Total interest expense
   
7,458
     
4,565
     
4,565
 
                         
Net interest income
   
24,546
     
22,718
     
22,718
 
Provision for loan losses
   
608
     
778
     
778
 
                         
Net interest income, after provision for loan losses
   
23,938
     
21,940
     
21,940
 
                         
Noninterest income:
                       
Service charges on deposit accounts
   
1,905
     
1,917
     
1,917
 
Income from insurance activities
   
1,750
     
1,395
     
1,395
 
Net gain on sales of loans
   
4,660
     
4,311
     
4,311
 
Bank card services and interchange fees
   
2,010
     
1,958
     
1,958
 
Investment commissions
   
333
     
450
     
450
 
Other
   
1,417
     
1,437
     
1,437
 
                         
Total noninterest income
   
12,075
     
11,468
     
11,468
 
                         
Noninterest expense:
                       
Salaries and employee benefits
   
19,125
     
17,601
     
17,601
 
Occupancy and equipment, net
   
3,407
     
3,324
     
3,324
 
Professional services
   
1,706
     
1,429
     
1,429
 
Marketing and development
   
717
     
818
     
818
 
IT and data services
   
693
     
550
     
550
 
Bank card expenses
   
724
     
664
     
664
 
Appraisal expenses
   
323
     
285
     
285
 
Other
   
3,341
     
3,206
     
3,206
 
                         
Total noninterest expense
   
30,036
     
27,877
     
27,877
 
                         
Income before income taxes
   
5,977
     
5,531
     
5,531
 
Income tax expense
   
1,204
     
30
     
883
 
                         
Net income
 
$
4,773
   
$
5,501
   
$
4,648
 
                         
Other comprehensive income:
                       
Change in net unrealized gain (loss) on securities available for sale
   
(1,177
)
   
(1,320
)
   
(1,320
)
Reclassification adjustment for (gain) loss included in net income
   
(620
)
   
491
     
491
 
                         
Other comprehensive (loss)
   
(1,797
)
   
(829
)
   
(829
)
                         
Comprehensive income
 
$
2,976
   
$
4,672
   
$
3,819
 

8

South Plains Financial, Inc. and Subsidiaries
Loan Portfolio Composition
(Unaudited)
(Dollars in thousands, except per share data)

   
As of
 
   
March 31,
2019
   
December 31,
2018
   
March 31,
2018
 
       
Loans:
                 
Commercial Real Estate
 
$
528,598
   
$
538,037
   
$
526,339
 
Commercial - Specialized
   
258,975
     
305,022
     
273,805
 
Commercial - General
   
413,093
     
427,728
     
418,426
 
Consumer:
                       
1-4 Family Residential
   
354,981
     
346,153
     
304,906
 
Auto Loans
   
200,366
     
191,647
     
158,534
 
Other Consumer
   
71,939
     
70,209
     
66,722
 
Construction
   
87,231
     
78,401
     
75,425
 
Total loans held for investment
 
$
1,915,183
   
$
1,957,197
   
$
1,824,157
 

9

South Plains Financial, Inc. and Subsidiaries
Deposit Composition
(Unaudited)
(Dollars in thousands, except per share data)

   
As of
 
   
March 31,
2019
   
December 31,
2018
   
March 31,
2018
 
   
(Dollars in thousands except share data)
 
Deposits:
                 
Noninterest-bearing demand deposits
 
$
497,566
   
$
510,067
   
$
468,290
 
NOW & other transaction accounts
   
285,962
     
277,041
     
281,873
 
MMDA & other savings
   
1,204,702
     
1,178,809
     
1,087,044
 
Time deposits
   
316,699
     
311,537
     
322,114
 
Total deposits
 
$
2,304,929
   
$
2,277,454
   
$
2,159,321
 

10

Non-GAAP Financial Measures

Our accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional financial measures discussed in this press release as being non-GAAP financial measures. We classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this press release should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in this press release may differ from that of other companies reporting measures with similar names. It is important to understand how other banking organizations calculate their financial measures with names similar to the non-GAAP financial measures we have discussed in this press release when comparing such non-GAAP financial measures.

Tangible Book Value Per Common Share. Tangible book value per share is a non-GAAP measure generally used by investors, financial analysts and investment bankers to evaluate financial institutions. The most directly comparable GAAP financial measure for tangible book value per common share is book value per common share. We believe that the tangible book value per common share measure is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value while not increasing our tangible book value.

As we did not have any goodwill or other intangible assets for the periods presented, our tangible book value per common share for such periods ended was the same as our respective book value per common share.

Tangible Common Equity to Tangible Assets. Tangible common equity to tangible assets is a non-GAAP measure generally used by investors, financial analysts and investment bankers to evaluate financial institutions. We calculate tangible common equity, as described above, and tangible assets as total assets less goodwill, core deposit intangibles and other intangible assets, net of accumulated amortization. The most directly comparable GAAP financial measure for tangible common equity to tangible assets is total common shareholders’ equity to total assets. We believe that this measure is important to many investors in the marketplace who are interested in the relative changes from period to period of tangible common equity to tangible assets, each exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing both total shareholders’ equity and assets while not increasing our tangible common equity or tangible assets.

As we did not have any goodwill or other intangible assets for the periods presented, our tangible common equity to tangible assets for such periods ended was the same as our respective common shareholders’ equity to total assets.


11