Blog: SOUTHSTATE CORP : Results of Operations and Financial Condition, Regulation FD Disclosure, Other Events (form 8-K) – Marketscreener.com

Item 2.02 Results of Operations and Financial Condition.

On July 28, 2022, SouthState Corporation (“SouthState” or the “Company”) issued
a press release announcing its financial results for the three and six-month
periods ended June 30, 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 July 29, 2022 at 9 a.m. (ET) to
discuss the Company’s second 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 322914; host: Will Matthews, CFO).

Item 7.01 Regulation FD Disclosure.

On July 28, 2022, the Company also made available the presentation
(“Presentation”) prepared for use with the press release during the earnings
conference call on July 29, 2022. 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.

Third Quarter 2022 Shareholder Dividend

On July 28, 2022, SouthState announced that the Board of Directors of the
Company increased its quarterly cash dividend on its common stock from $0.49 per
share to $0.50 per share. The dividend is payable on August 19, 2022 to
shareholders of record as of August 12, 2022.


Item 9.01               Financial Statements and Exhibits.

             (d)        Exhibits:

             Exhibit    Description
             No.

             Exhibit      Press Release, dated July 28, 2022
               99.1

             Exhibit      Presentation for SouthState Corporation Earnings Cal  l
             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


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forward-looking statements.

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, rising interest
rates, 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 materially delayed or
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 possible impact to the Company and its employees from contacting
Covid19, and to efficiencies and the control environment due to the changing
work environment and to our results of operations due to government stimulus and
other interventions to mitigate the impact of the pandemic; (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 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


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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 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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