Item 2.02 Results of Operations and Financial Condition
On
Item 7.01 Regulation FD Disclosure
On
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 2021 Shareholder Dividend
The Board of Directors of the Company declared a quarterly cash dividend on its
common stock of
Authorization of the Stock Repurchase Plan
On
The number, price and timing of the repurchases, if any, will be at the Company's sole discretion and will depend on a number of factors, including market and economic conditions, liquidity needs and other factors and there is no assurance that the Company will purchase any shares under the program.
A copy of the Company's
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. SouthState cautions readers that forward-looking statements are subject to certain risks,
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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, greater than expected noninterest expenses, excessive loan losses and
other negative consequences, which risks could be exacerbated by potential
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 low interest rate
environment and historically low yield curve primarily due to government
programs in place under the CARES Act and otherwise in response to the Covid19
pandemic, 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 CSFL
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 each party'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 each
party's businesses into the other's businesses, (iii) the amount of the costs,
fees, expenses and charges related to the merger, (iv) reputational risk and the
reaction of each company's customers, suppliers, employees or other business
partners to the merger, (4) 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, (5) 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; (6) potential deterioration in
real estate values; (7) 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; (8) 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; (9) liquidity risk affecting the
Bank's ability to meet its obligations when they come due; (10) 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; (11)
price risk focusing on changes in market factors that may affect the value of
traded instruments in "mark-to-market" portfolios; (12) transaction risk arising
from problems with service or product delivery; (13) compliance risk involving
risk to earnings or capital resulting from violations of or nonconformance with
laws, rules, regulations, prescribed practices, or ethical standards; (14)
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 recently enacted CARES Act, the
(27) other factors that may affect future results of SouthState and CenterState, as disclosed in SouthState's Annual Report on Form 10-K, as amended, Quarterly Reports on Form 10-Q, and Current Reports on Form
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8-K, and CenterState's Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, and Current Reports on Form 8-K, in each case filed by SouthState or
CenterState, as applicable, with the
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.
Item 9.01 Financial Statements and Exhibits (d) Exhibits: Exhibit No. Description Exhibit 99.1 Press release datedJanuary 27, 2021 Exhibit 99.2 Presentation for SouthState Corporation Earnings Call Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4
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