Item 2.02 Results of Operations and Financial Condition.
On January 26, 2023, SouthState Corporation ("SouthState" or the "Company")
issued a press release announcing its financial results for the three and
twelve-month periods ended December 31, 2022, along with certain other financial
information. Copies of the Company's press release and presentation are
attached as Exhibit 99.1 and 99.2, respectively, to this report and incorporated
herein by reference.
SouthState will host a conference call on January 27, 2023 at 10 a.m. (ET) to
discuss the Company's fourth quarter 2022 results. Investors may call in (toll
free) by dialing (844) 200-6205 within the U.S. and 929-526-1599 for all other
locations (passcode 040590; host: Will Matthews, CFO).
Item 7.01 Regulation FD Disclosure.
On January 26, 2023, the Company also made available the presentation
("Presentation") prepared for use with the press release during the earnings
conference call on January 27, 2023. Attached hereto and incorporated herein as
Exhibit 99.2 is the text of that presentation.
The information contained in this Item 7.01 of this Current Report, including
the information set forth in the Presentation filed as Exhibit 99.2 to, and
incorporated in, this Current Report, is being "furnished" and shall not be
deemed to be "filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other document
filed under the Securities Act or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.
Item 8.01 Other Events.
First Quarter 2023 Shareholder Dividend
The Board of Directors of the Company declared a quarterly cash dividend on its
common stock of $0.50 per share, payable on February 17, 2023 to shareholders of
record as of February 10, 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
No.
Exhibit Press Release, dated January 26, 2023
99.1
Exhibit Presentation for SouthState Corporation Earnings Call
99.2
Exhibit Cover Page Interactive Data File (embedded within the Inline
104 XBRL document)
Cautionary Statement Regarding Forward Looking Statements
Statements included in this communication, which are not historical in nature
are intended to be, and are hereby identified as, forward-looking statements for
purposes of the safe harbor provided by Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements are based on, among other things, management's beliefs, assumptions,
current expectations, estimates and projections about the financial services
industry, the economy and SouthState. Words and phrases such as "may,"
"approximately," "continue," "should," "expects," "projects," "anticipates," "is
likely," "look ahead," "look forward," "believes," "will," "intends,"
"estimates," "strategy," "plan," "could," "potential," "possible" and variations
of such words and similar expressions are intended to identify such
forward-looking statements.
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SouthState cautions readers that forward-looking statements are subject to
certain risks, uncertainties and assumptions that are difficult to predict with
regard to, among other things, timing, extent, likelihood and degree of
occurrence, which could cause actual results to differ materially from
anticipated results. Such risks, uncertainties and assumptions, include, among
others, the following: (1) economic downturn risk, potentially resulting in
deterioration in the credit markets, inflation, greater than expected
noninterest expenses, excessive loan losses and other negative consequences,
which risks could be exacerbated by potential continued negative economic
developments resulting from the Covid19 pandemic, or from federal spending cuts
and/or one or more federal budget-related impasses or actions; (2) interest rate
risk primarily resulting from the interest rate environment, the number and pace
of interest rate increases, and their impact on the Bank's earnings, including
from the correspondent and mortgage divisions, housing demand, the market value
of the bank's loan and securities portfolios, and the market value of
SouthState's equity; (3) risks related to the merger and integration of
SouthState and Atlantic Capital including, among others, (i) the risk that the
cost savings and any revenue synergies from the merger may not be fully realized
or may take longer than anticipated to be realized, (ii) the risk that the
integration of Atlantic Capital's operations into SouthState's operations will
be more costly or difficult than expected or that the parties are otherwise
unable to successfully integrate Atlantic Capital's businesses into SouthState's
businesses, (iii) the amount of the costs, fees, expenses and charges related to
the merger, and (iv) reputational risk and the reaction of each company's
customers, suppliers, employees or other business partners to the merger; (4)
risks relating to the continued impact of the Covid19 pandemic on the Company,
including to efficiencies and the control environment due to the changing work
environment; (5) the impact of increasing digitization of the banking industry
and movement of customers to on-line platforms, and the possible impact on the
Bank's results of operations, customer base, expenses, suppliers and operations;
(6) controls and procedures risk, including the potential failure or
circumvention of our controls and procedures or failure to comply with
regulations related to controls and procedures; (7) potential deterioration in
real estate values; (8) the impact of competition with other financial
institutions, including deposit and loan pricing pressures (including those
resulting from the CARES Act) and the resulting impact, including as a result of
compression to net interest margin; (9) risks relating to the ability to retain
our culture and attract and retain qualified people; (10) credit risks
associated with an obligor's failure to meet the terms of any contract with the
Bank or otherwise fail to perform as agreed under the terms of any loan-related
document; (11) risks related to the ability of the Company to pursue its
strategic plans which depend upon certain growth goals in our lines of business;
(12) liquidity risk affecting the Bank's ability to meet its obligations when
they come due; (13) risks associated with an anticipated increase in
SouthState's investment securities portfolio, including risks associated with
acquiring and holding investment securities or potentially determining that the
amount of investment securities SouthState desires to acquire are not available
on terms acceptable to SouthState; (14) price risk focusing on changes in market
factors that may affect the value of traded instruments in "mark-to-market"
portfolios; (15) transaction risk arising from problems with service or product
delivery; (16) compliance risk involving risk to earnings or capital resulting
from violations of or nonconformance with laws, rules, regulations, prescribed
practices, or ethical standards; (17) regulatory change risk resulting from new
laws, rules, regulations, accounting principles, proscribed practices or ethical
standards, including, without limitation, the possibility that regulatory
agencies may require higher levels of capital above the current
regulatory-mandated minimums and including the impact of the CARES Act, the
Consumer Financial Protection Bureau regulations, and the possibility of changes
in accounting standards, policies, principles and practices, including changes
in accounting principles relating to loan loss recognition (CECL); (18)
strategic risk resulting from adverse business decisions or improper
implementation of business decisions; (19) reputation risk that adversely
affects earnings or capital arising from negative public opinion; (20)
cybersecurity risk related to the dependence of SouthState on internal computer
systems and the technology of outside service providers, as well as the
potential impacts of internal or external security breaches, which may subject
the company to potential business disruptions or financial losses resulting from
deliberate attacks or unintentional events; (21) reputational and operational
risks associated with environment, social and governance (ESG) matters,
including the impact of recently issued proposed regulatory guidance and
regulation relating to climate change; (22) greater than expected noninterest
expenses; (23) excessive loan losses; (24) potential deposit attrition, higher
than expected costs, customer loss and business disruption associated with the
Atlantic Capital integration, and potential difficulties in maintaining
relationships with key personnel; (25) reputational risk and possible higher
than estimated reduced revenue from announced changes in the Bank's consumer
overdraft programs; (26) the risks of fluctuations in market prices for
SouthState common stock that may or may not reflect economic condition or
performance of SouthState; (27) the payment of dividends on SouthState common
stock, which is subject to legal and regulatory limitations as well as the
discretion of the board of directors of SouthState, SouthState's performance and
other factors; (28) ownership dilution risk associated with potential
acquisitions in which SouthState's stock may be issued as consideration for an
acquired company; (29) operational, technological, cultural, regulatory, legal,
credit and other risks associated with the exploration, consummation and
integration of potential future acquisitions, whether involving stock or
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cash consideration; (30) major catastrophes such as hurricanes, tornados,
earthquakes, floods or other natural or human disasters, including infectious
disease outbreaks, such as the ongoing Covid19 pandemic, and the related
disruption to local, regional and global economic activity and financial
markets, and the impact that any of the foregoing may have on SouthState and its
customers and other constituencies; (31) terrorist activities risk that results
in loss of consumer confidence and economic disruptions; and (32) other factors
that may affect future results of SouthState, as disclosed in SouthState's
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports
on Form 8-K, filed by SouthState with the U.S. Securities and Exchange
Commission ("SEC") and available on the SEC's website at http://www.sec.gov, any
of which could cause actual results to differ materially from future results
expressed, implied or otherwise anticipated by such forward-looking statements.
All forward-looking statements speak only as of the date they are made and are
based on information available at that time. SouthState does not undertake any
obligation to update or otherwise revise any forward-looking statements, whether
as a result of new information, future events, or otherwise, except as required
by federal securities laws. As forward-looking statements involve significant
risks and uncertainties, caution should be exercised against placing undue
reliance on such statements.
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