South Plains Financial(SPFI) - 2023 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Consolidated Financial Statements This section presents the unaudited consolidated financial statements, including balance sheets, income, equity, cash flow, and detailed notes on accounting policies and financial instruments Consolidated Balance Sheets (Unaudited) Total assets increased to $4.15 billion by June 30, 2023, driven by loan growth, while liabilities and stockholders' equity also rose Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Total Assets | $4,150,129 | $3,944,063 | | Cash and cash equivalents | $295,581 | $234,883 | | Loans held for investment, net | $2,935,926 | $2,708,793 | | Securities available for sale | $628,093 | $701,711 | | Total Liabilities | $3,758,100 | $3,587,049 | | Total deposits | $3,574,522 | $3,406,430 | | Total Stockholders' Equity | $392,029 | $357,014 | Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Net income significantly increased in Q2 2023 to $29.7 million, primarily due to a $33.5 million gain on subsidiary sale, with a higher provision for credit losses Key Income Statement Data (in thousands, except per share data) | Metric | Q2 2023 | Q2 2022 | Six Months 2023 | Six Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $34,581 | $37,105 | $68,896 | $67,052 | | Provision for credit losses | $3,700 | $— | $4,710 | $(2,085) | | Total Noninterest Income | $47,112 | $18,835 | $57,803 | $42,532 | | Gain on sale of subsidiary | $33,488 | $— | $33,488 | $— | | Net Income | $29,683 | $15,883 | $38,927 | $30,161 | | Diluted EPS | $1.71 | $0.88 | $2.23 | $1.66 | Consolidated Statements of Changes in Stockholders' Equity (Unaudited) Stockholders' equity increased to $392.0 million by June 30, 2023, driven by net income and comprehensive income, partially offset by dividends and repurchases - Key drivers for the increase in stockholders' equity in the first six months of 2023 were net income of $38.9 million and other comprehensive income of $3.3 million[16] - Reductions to equity included cash dividends of $4.4 million and common stock repurchases of $2.5 million[16] - The adoption of the CECL standard on January 1, 2023, resulted in a one-time after-tax cumulative effect debit adjustment of $997 thousand to retained earnings[16][26] Consolidated Statements of Cash Flows (Unaudited) Net cash provided by operating activities decreased to $25.7 million, while investing activities used $125.8 million, and financing activities provided $160.8 million, resulting in a $60.7 million cash increase Net Cash Flow Summary (Six Months Ended June 30, in thousands) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $25,725 | $89,447 | | Net cash used in investing activities | $(125,810) | $(271,901) | | Net cash provided by financing activities | $160,783 | $71,323 | | Net change in cash and cash equivalents | $60,698 | $(111,131) | - The company received $35.5 million in proceeds from the sale of its subsidiary, Windmark, on April 1, 2023[19][21] Notes to Consolidated Financial Statements (Unaudited) Notes detail significant accounting policies, including CECL adoption, the $35.5 million Windmark subsidiary sale, and breakdowns of financial instruments and capital adequacy - On April 1, 2023, SPFI sold its subsidiary Windmark Insurance Agency, Inc. for an aggregate purchase price of $35.5 million, resulting in a pre-tax gain of $33.5 million[21] - The company adopted the Current Expected Credit Loss (CECL) model effective January 1, 2023, which resulted in a one-time, after-tax cumulative debit adjustment of $997 thousand to retained earnings[26] - As of June 30, 2023, the company and its bank subsidiary, City Bank, met all capital adequacy requirements and were considered "well-capitalized" under regulatory frameworks[115][116] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial performance, highlighting the impact of rising interest rates, the Windmark divestiture, and economic conditions, alongside analysis of income, loan portfolio, and capital Overview and Recent Developments The company's performance is shaped by rising interest rates and banking uncertainty, maintaining strong liquidity with $1.82 billion in borrowing capacity and selling Windmark for a $33.5 million gain - The company sold its wholly-owned subsidiary, Windmark, on April 1, 2023, for $35.5 million, recognizing a pre-tax gain of $33.5 million[146] - At June 30, 2023, an estimated 16% of total deposits were uninsured or uncollateralized[144] - The company had available borrowing capacity of $1.82 billion at June 30, 2023, through the FHLB, FRB's Discount Window, and the BTFP program[145] Results of Operations Net income for Q2 2023 significantly increased to $29.7 million due to the Windmark sale, with six-month net income reaching $38.9 million driven by noninterest income Performance Summary | Metric | Q2 2023 | Q2 2022 | Six Months 2023 | Six Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Net Income (in millions) | $29.7 | $15.9 | $38.9 | $30.2 | | Diluted EPS | $1.71 | $0.88 | $2.23 | $1.66 | | Return on Average Assets (annualized) | 2.97% | 1.60% | 1.98% | 1.54% | | Return on Average Equity (annualized) | 31.33% | 16.96% | 21.14% | 15.74% | Financial Condition Total assets grew 5.2% to $4.15 billion by June 30, 2023, driven by an 8.4% increase in gross loans, funded by a 4.9% rise in deposits - Total assets increased by $206.1 million (5.2%) to $4.15 billion at June 30, 2023[183] - Gross loans held for investment increased by $231.0 million (8.4%) to $2.98 billion, reflecting strong organic loan demand[183][185] - Total deposits increased by $168.1 million (4.9%) to $3.57 billion[183] Liquidity and Capital Resources The company maintains strong liquidity with $1.01 billion FHLB and $611.7 million FRB borrowing capacity, and remains well-capitalized with a 12.11% CET1 ratio - Available borrowing capacity includes $1.01 billion from the FHLB and $611.7 million from the Federal Reserve discount window at June 30, 2023[244] - Total stockholders' equity increased by 9.8% to $392.0 million at June 30, 2023, from $357.0 million at December 31, 2022[247] Regulatory Capital Ratios (Consolidated) - June 30, 2023 | Ratio | Actual | | :--- | :--- | | CET 1 capital (to risk-weighted assets) | 12.11% | | Tier 1 capital (to risk-weighted assets) | 13.37% | | Total capital (to risk-weighted assets) | 16.75% | | Tier 1 capital (to average assets) | 11.67% | Interest Rate Sensitivity and Market Risk The company manages interest rate risk via ALCO, with simulations showing a 1.31% NII decrease for a +100 bps rate change and a 1.41% NII increase for a -100 bps change Simulated Change in Net Interest Income (12-Month Horizon) | Change in Interest Rates (bps) | % Change in NII (June 30, 2023) | | :--- | :--- | | +300 | (4.23)% | | +200 | (2.76)% | | +100 | (1.31)% | | -100 | 1.41% | | -200 | 2.83% | - The company's internal policy limits the decline in estimated net interest income for a 100 basis point shift to no more than 7.5%[260] Non-GAAP Financial Measures Non-GAAP measures, including tangible book value per share of $21.82 and tangible common equity to tangible assets of 8.96%, provide insight into the company's financial condition Non-GAAP Reconciliation and Ratios | Metric | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Total stockholders' equity (in thousands) | $392,029 | $357,014 | | Less: Goodwill and other intangibles (in thousands) | $(22,149) | $(23,857) | | Tangible common equity (in thousands) | $369,880 | $333,157 | | Total assets (in thousands) | $4,150,129 | $3,944,063 | | Less: Goodwill and other intangibles (in thousands) | $(22,149) | $(23,857) | | Tangible assets (in thousands) | $4,127,980 | $3,920,206 | | Tangible book value per share | $21.82 | $19.57 | | Tangible common equity to tangible assets | 8.96% | 8.50% | Quantitative and Qualitative Disclosures About Market Risk The company's primary market risk is interest rate volatility, managed by the ALCO Committee using simulation models and shock analysis - The company's main market risk is interest rate volatility, managed by the ALCO Committee[289] - Management uses simulation models and shock analysis to test the interest rate sensitivity of net interest income and the fair value of equity[289] Controls and Procedures Management concluded disclosure controls were effective, with internal control changes implemented to accommodate the CECL accounting standard adoption - The CEO and CFO concluded that disclosure controls and procedures were effective as of the end of the quarter[290] - Changes were made to internal controls to support the adoption of the CECL standard (ASU 2016-13), affecting the estimation of the allowance for credit losses[291] PART II. OTHER INFORMATION Legal Proceedings The company is not currently involved in any legal proceedings expected to have a material adverse effect on its financial position or operations - The company is not presently involved in any litigation that management believes would have a material adverse effect on its financial condition or results[293] Risk Factors No material changes to the risk factors previously disclosed in the company's 2022 Annual Report on Form 10-K have occurred - Management believes there have been no material changes in the risk factors disclosed in the 2022 Annual Report on Form 10-K[294] Unregistered Sales of Equity Securities and Use of Proceeds The board approved a $15.0 million stock repurchase program, with 112,954 shares repurchased for approximately $2.5 million during Q2 2023 - A new stock repurchase program for up to $15.0 million was approved on May 5, 2023[295] Share Repurchase Activity (Q2 2023) | Month | Total Shares Repurchased | Average Price Paid Per Share | Total Dollar Amount (in thousands) | | :--- | :--- | :--- | :--- | | May 2023 | 41,971 | $21.37 | $897 | | June 2023 | 70,983 | $23.26 | $1,651 | | Total | 112,954 | - | $2,548 | Other Information No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q2 2023 - No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement during the three months ended June 30, 2023[300] Exhibits This section lists exhibits filed with the Form 10-Q, including the Windmark sale agreement, corporate governance documents, and CEO/CFO certifications - Exhibits filed include the Securities Purchase Agreement for the sale of Windmark, CEO/CFO certifications (Sections 302 and 906), and XBRL data files[302]