WINTER
HAVEN, Fla., July 24,
2024 /PRNewswire/ -- SouthState Corporation (NYSE:
SSB) today released its unaudited results of operations and other
financial information for the three-month and six-month periods
ended June 30, 2024.
"Both revenue and net interest margin inflected during the
second quarter as loans repriced faster than deposits.
Loans grew at a 7% annualized pace and earnings per share
increased 15% over the first quarter", commented John C. Corbett, SouthState's Chief Executive
Officer. "On May 20th, we
announced the acquisition of Texas-based Independent Bank Group.
During June, we traveled in town hall meetings with the
Independent team and are increasingly excited about partnering with
David Brooks and his relationship
bankers in the best growth markets in the country."
Highlights of the second quarter of 2024 include:
Returns
- Reported Diluted Earnings per Share ("EPS") of $1.73; Adjusted Diluted EPS (Non-GAAP) of
$1.79
- Net Income of $132.4 million;
Adjusted Net Income (Non-GAAP) of $137.3
million
- Return on Average Common Equity of 9.6%; Return on Average
Tangible Common Equity (Non-GAAP) of 15.5% and Adjusted Return on
Average Tangible Common Equity (Non-GAAP) of 16.1%*
- Return on Average Assets ("ROAA") of 1.17% and Adjusted ROAA
(Non-GAAP) of 1.22%*
- Pre-Provision Net Revenue ("PPNR") per Weighted Average Diluted
Share (Non-GAAP) of $2.39
- Book Value per Share of $74.16;
Tangible Book Value ("TBV") per Share (Non-GAAP) of $47.90
Performance
- Net Interest Income of $350
million; Core Net Interest Income (excluding loan accretion)
(Non-GAAP) of $346 million
- Net Interest Margin ("NIM"), non-tax equivalent of 3.43% and
tax equivalent (Non-GAAP) of 3.44%
- Net charge-offs of $4.2 million,
or 0.05% annualized; $3.9 million
Provision for Credit Losses ("PCL"), including release for unfunded
commitments; total allowance for credit losses ("ACL") plus reserve
for unfunded commitments of 1.57%
- Noninterest Income of $75
million; Noninterest Income represented 0.67% of average
assets for the second quarter of 2024
- Efficiency Ratio of 57% and Adjusted Efficiency Ratio
(Non-GAAP) of 56%
Balance Sheet
- Loans increased $567 million, or
7% annualized, led by commercial and industrial and consumer real
estate; ending loan to deposit ratio of 90%
- Deposits decreased $80 million,
or 1% annualized
- Total loan yield of 5.82%, up 0.09% from prior quarter,
resulting in a 39% cycle-to-date beta
- Total deposit cost of 1.80%, up 0.06% from prior quarter,
resulting in a 34% cycle-to-date beta
- Strong capital position with Tangible Common Equity, Total
Risk-Based Capital, Tier 1 Leverage, and Tier 1 Common Equity
ratios of 8.4%, 14.4%, 9.7%, and 12.1%, respectively†
Mergers & Acquisitions
- On May 20, 2024, the Company
announced its acquisition of Independent Bank Group, Inc.
Subsequent Events
- The Board of Directors of the Company increased its quarterly
cash dividend on its common stock from $0.52 per share to $0.54 per share; the dividend is payable on
August 16, 2024 to shareholders of
record as of August 9,
2024
Financial Performance
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
(Dollars in
thousands, except per share data)
|
|
Jun.
30,
|
|
Mar.
31,
|
|
Dec.
31,
|
|
Sep.
30,
|
|
Jun.
30,
|
|
Jun.
30,
|
|
Jun.
30,
|
|
INCOME
STATEMENT
|
|
2024
|
|
2024
|
|
2023
|
|
2023
|
|
2023
|
|
2024
|
|
2023
|
|
Interest
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans,
including fees (1)
|
|
$
|
478,360
|
|
$
|
463,688
|
|
$
|
459,880
|
|
$
|
443,805
|
|
$
|
419,355
|
|
$
|
942,048
|
|
$
|
812,720
|
|
Investment
securities, trading securities, federal funds sold and
securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
purchased under
agreements to resell
|
|
|
52,764
|
|
|
53,567
|
|
|
55,555
|
|
|
56,704
|
|
|
58,698
|
|
|
106,331
|
|
|
115,742
|
|
Total interest
income
|
|
|
531,124
|
|
|
517,255
|
|
|
515,435
|
|
|
500,509
|
|
|
478,053
|
|
|
1,048,379
|
|
|
928,462
|
|
Interest
Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
165,481
|
|
|
160,162
|
|
|
149,584
|
|
|
133,944
|
|
|
100,787
|
|
|
325,643
|
|
|
156,729
|
|
Federal
funds purchased, securities sold under agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to repurchase, and
other borrowings
|
|
|
15,384
|
|
|
13,157
|
|
|
11,620
|
|
|
11,194
|
|
|
15,523
|
|
|
28,541
|
|
|
28,727
|
|
Total interest
expense
|
|
|
180,865
|
|
|
173,319
|
|
|
161,204
|
|
|
145,138
|
|
|
116,310
|
|
|
354,184
|
|
|
185,456
|
|
Net Interest
Income
|
|
|
350,259
|
|
|
343,936
|
|
|
354,231
|
|
|
355,371
|
|
|
361,743
|
|
|
694,195
|
|
|
743,006
|
|
Provision for
credit losses
|
|
|
3,889
|
|
|
12,686
|
|
|
9,893
|
|
|
32,709
|
|
|
38,389
|
|
|
16,575
|
|
|
71,480
|
|
Net Interest Income
after Provision for Credit Losses
|
|
|
346,370
|
|
|
331,250
|
|
|
344,338
|
|
|
322,662
|
|
|
323,354
|
|
|
677,620
|
|
|
671,526
|
|
Noninterest
Income
|
|
|
75,225
|
|
|
71,558
|
|
|
65,489
|
|
|
72,848
|
|
|
77,214
|
|
|
146,783
|
|
|
148,569
|
|
Noninterest
Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expense
|
|
|
242,343
|
|
|
240,923
|
|
|
245,774
|
|
|
238,042
|
|
|
240,818
|
|
|
483,266
|
|
|
471,911
|
|
Merger, branch
consolidation, severance related and other expense (8)
|
|
|
5,785
|
|
|
4,513
|
|
|
1,778
|
|
|
164
|
|
|
1,808
|
|
|
10,298
|
|
|
11,220
|
|
FDIC special
assessment
|
|
|
619
|
|
|
3,854
|
|
|
25,691
|
|
|
—
|
|
|
—
|
|
|
4,473
|
|
|
—
|
|
Total noninterest
expense
|
|
|
248,747
|
|
|
249,290
|
|
|
273,243
|
|
|
238,206
|
|
|
242,626
|
|
|
498,037
|
|
|
483,131
|
|
Income before Income
Taxes Provision
|
|
|
172,848
|
|
|
153,518
|
|
|
136,584
|
|
|
157,304
|
|
|
157,942
|
|
|
326,366
|
|
|
336,964
|
|
Income taxes
provision
|
|
|
40,478
|
|
|
38,462
|
|
|
29,793
|
|
|
33,160
|
|
|
34,495
|
|
|
78,940
|
|
|
73,591
|
|
Net
Income
|
|
$
|
132,370
|
|
$
|
115,056
|
|
$
|
106,791
|
|
$
|
124,144
|
|
$
|
123,447
|
|
$
|
247,426
|
|
$
|
263,373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Net Income
(non-GAAP) (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
(GAAP)
|
|
$
|
132,370
|
|
$
|
115,056
|
|
$
|
106,791
|
|
$
|
124,144
|
|
$
|
123,447
|
|
$
|
247,426
|
|
$
|
263,373
|
|
Securities losses
(gains), net of tax
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35)
|
|
Merger, branch
consolidation, severance related and other expense, net of tax
(8)
|
|
|
4,430
|
|
|
3,382
|
|
|
1,391
|
|
|
130
|
|
|
1,414
|
|
|
7,812
|
|
|
8,770
|
|
FDIC special
assessment, net of tax
|
|
|
474
|
|
|
2,888
|
|
|
20,087
|
|
|
—
|
|
|
—
|
|
|
3,362
|
|
|
—
|
|
Adjusted Net Income
(non-GAAP)
|
|
$
|
137,274
|
|
$
|
121,326
|
|
$
|
128,271
|
|
$
|
124,274
|
|
$
|
124,861
|
|
$
|
258,600
|
|
$
|
272,108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
earnings per common share
|
|
$
|
1.74
|
|
$
|
1.51
|
|
$
|
1.40
|
|
$
|
1.63
|
|
$
|
1.62
|
|
$
|
3.24
|
|
$
|
3.47
|
|
Diluted
earnings per common share
|
|
$
|
1.73
|
|
$
|
1.50
|
|
$
|
1.39
|
|
$
|
1.62
|
|
$
|
1.62
|
|
$
|
3.23
|
|
$
|
3.45
|
|
Adjusted
net income per common share - Basic (non-GAAP) (2)
|
|
$
|
1.80
|
|
$
|
1.59
|
|
$
|
1.69
|
|
$
|
1.63
|
|
$
|
1.64
|
|
$
|
3.39
|
|
$
|
3.58
|
|
Adjusted
net income per common share - Diluted (non-GAAP) (2)
|
|
$
|
1.79
|
|
$
|
1.58
|
|
$
|
1.67
|
|
$
|
1.62
|
|
$
|
1.63
|
|
$
|
3.37
|
|
$
|
3.56
|
|
Dividends
per common share
|
|
$
|
0.52
|
|
$
|
0.52
|
|
$
|
0.52
|
|
$
|
0.52
|
|
$
|
0.50
|
|
$
|
1.04
|
|
$
|
1.00
|
|
Basic
weighted-average common shares outstanding
|
|
|
76,251,401
|
|
|
76,301,411
|
|
|
76,100,187
|
|
|
76,139,170
|
|
|
76,057,977
|
|
|
76,276,406
|
|
|
75,980,638
|
|
Diluted
weighted-average common shares outstanding
|
|
|
76,607,281
|
|
|
76,660,081
|
|
|
76,634,100
|
|
|
76,571,430
|
|
|
76,417,537
|
|
|
76,629,796
|
|
|
76,394,174
|
|
Effective
tax rate
|
|
|
23.42 %
|
|
|
25.05 %
|
|
|
21.81 %
|
|
|
21.08 %
|
|
|
21.84 %
|
|
|
24.19 %
|
|
|
21.84 %
|
|
Performance and Capital Ratios
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
|
|
|
Jun.
30,
|
|
Mar.
31,
|
|
Dec.
31,
|
|
Sep.
30,
|
|
Jun.
30,
|
|
Jun.
30,
|
|
Jun.
30,
|
|
|
|
|
2024
|
|
2024
|
|
2023
|
|
2023
|
|
2023
|
|
2024
|
|
2023
|
|
|
PERFORMANCE
RATIOS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average
assets (annualized)
|
|
|
1.17
|
%
|
|
1.03
|
%
|
|
0.94
|
%
|
|
1.10
|
%
|
|
1.11
|
%
|
1.10
|
%
|
1.20
|
%
|
|
Adjusted return on
average assets (annualized) (non-GAAP) (2)
|
|
|
1.22
|
%
|
|
1.08
|
%
|
|
1.13
|
%
|
|
1.10
|
%
|
|
1.12
|
%
|
1.15
|
%
|
1.24
|
%
|
|
Return on average
common equity (annualized)
|
|
|
9.58
|
%
|
|
8.36
|
%
|
|
7.99
|
%
|
|
9.24
|
%
|
|
9.34
|
%
|
8.97
|
%
|
10.14
|
%
|
|
Adjusted return on
average common equity (annualized) (non-GAAP) (2)
|
|
|
9.94
|
%
|
|
8.81
|
%
|
|
9.60
|
%
|
|
9.25
|
%
|
|
9.45
|
%
|
9.38
|
%
|
10.47
|
%
|
|
Return on average
tangible common equity (annualized) (non-GAAP) (3)
|
|
|
15.49
|
%
|
|
13.63
|
%
|
|
13.53
|
%
|
|
15.52
|
%
|
|
15.81
|
%
|
14.57
|
%
|
17.27
|
%
|
|
Adjusted return on
average tangible common equity (annualized) (non-GAAP) (2)
(3)
|
|
|
16.05
|
%
|
|
14.35
|
%
|
|
16.12
|
%
|
|
15.54
|
%
|
|
15.98
|
%
|
15.20
|
%
|
17.82
|
%
|
|
Efficiency ratio (tax
equivalent)
|
|
|
57.03
|
%
|
|
58.48
|
%
|
|
63.43
|
%
|
|
54.00
|
%
|
|
53.59
|
%
|
57.75
|
%
|
52.48
|
%
|
|
Adjusted efficiency
ratio (non-GAAP) (4)
|
|
|
55.52
|
%
|
|
56.47
|
%
|
|
56.89
|
%
|
|
53.96
|
%
|
|
53.18
|
%
|
55.99
|
%
|
51.23
|
%
|
|
Dividend payout ratio
(5)
|
|
|
29.93
|
%
|
|
34.42
|
%
|
|
37.01
|
%
|
|
31.84
|
%
|
|
30.75
|
%
|
32.02
|
%
|
28.81
|
%
|
|
Book value per common
share
|
|
$
|
74.16
|
|
$
|
72.82
|
|
$
|
72.78
|
|
$
|
68.81
|
|
$
|
69.61
|
|
|
|
|
|
|
Tangible book value per
common share (non-GAAP) (3)
|
|
$
|
47.90
|
|
$
|
46.48
|
|
$
|
46.32
|
|
$
|
42.26
|
|
$
|
42.96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL
RATIOS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity-to-assets
|
|
|
12.4
|
%
|
|
12.3
|
%
|
|
12.3
|
%
|
|
11.6
|
%
|
|
11.8
|
%
|
|
|
|
|
|
Tangible
equity-to-tangible assets (non-GAAP) (3)
|
|
|
8.4
|
%
|
|
8.2
|
%
|
|
8.2
|
%
|
|
7.5
|
%
|
|
7.6
|
%
|
|
|
|
|
|
Tier 1 leverage
(6)
|
|
|
9.7
|
%
|
|
9.6
|
%
|
|
9.4
|
%
|
|
9.3
|
%
|
|
9.2
|
%
|
|
|
|
|
|
Tier 1 common equity
(6)
|
|
|
12.1
|
%
|
|
11.9
|
%
|
|
11.8
|
%
|
|
11.5
|
%
|
|
11.3
|
%
|
|
|
|
|
|
Tier 1 risk-based
capital (6)
|
|
|
12.1
|
%
|
|
11.9
|
%
|
|
11.8
|
%
|
|
11.5
|
%
|
|
11.3
|
%
|
|
|
|
|
|
Total risk-based
capital (6)
|
|
|
14.4
|
%
|
|
14.4
|
%
|
|
14.1
|
%
|
|
13.8
|
%
|
|
13.5
|
%
|
|
|
|
|
|
Balance Sheet
|
|
Ending
Balance
|
|
(Dollars in
thousands, except per share and share data)
|
|
Jun.
30,
|
|
Mar.
31,
|
|
Dec.
31,
|
|
Sep.
30,
|
|
Jun.
30,
|
|
BALANCE
SHEET
|
|
2024
|
|
2024
|
|
2023
|
|
2023
|
|
2023
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and
due from banks
|
|
$
|
507,425
|
|
$
|
478,271
|
|
$
|
510,922
|
|
$
|
514,917
|
|
$
|
552,900
|
|
Federal
funds sold and interest-earning deposits with banks
|
|
|
609,741
|
|
|
731,186
|
|
|
487,955
|
|
|
814,220
|
|
|
960,849
|
|
Cash and cash
equivalents
|
|
|
1,117,166
|
|
|
1,209,457
|
|
|
998,877
|
|
|
1,329,137
|
|
|
1,513,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading securities, at
fair value
|
|
|
92,161
|
|
|
66,188
|
|
|
31,321
|
|
|
114,154
|
|
|
56,580
|
|
Investment
securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
held to maturity
|
|
|
2,348,528
|
|
|
2,446,589
|
|
|
2,487,440
|
|
|
2,533,713
|
|
|
2,585,155
|
|
Securities
available for sale, at fair value
|
|
|
4,498,264
|
|
|
4,598,400
|
|
|
4,784,388
|
|
|
4,623,618
|
|
|
4,949,334
|
|
Other
investments
|
|
|
201,516
|
|
|
187,285
|
|
|
192,043
|
|
|
187,152
|
|
|
196,728
|
|
Total investment securities
|
|
|
7,048,308
|
|
|
7,232,274
|
|
|
7,463,871
|
|
|
7,344,483
|
|
|
7,731,217
|
|
Loans held for
sale
|
|
|
100,007
|
|
|
56,553
|
|
|
50,888
|
|
|
27,443
|
|
|
42,951
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchased credit
deteriorated
|
|
|
957,255
|
|
|
1,031,283
|
|
|
1,108,813
|
|
|
1,171,543
|
|
|
1,269,983
|
|
Purchased non-credit
deteriorated
|
|
|
4,253,323
|
|
|
4,534,583
|
|
|
4,796,913
|
|
|
5,064,254
|
|
|
5,275,913
|
|
Non-acquired
|
|
|
28,023,986
|
|
|
27,101,444
|
|
|
26,482,763
|
|
|
25,780,875
|
|
|
24,990,889
|
|
Less
allowance for credit losses
|
|
|
(472,298)
|
|
|
(469,654)
|
|
|
(456,573)
|
|
|
(447,956)
|
|
|
(427,392)
|
|
Loans, net
|
|
|
32,762,266
|
|
|
32,197,656
|
|
|
31,931,916
|
|
|
31,568,716
|
|
|
31,109,393
|
|
Premises and equipment,
net
|
|
|
517,382
|
|
|
512,635
|
|
|
519,197
|
|
|
516,583
|
|
|
518,353
|
|
Bank owned life
insurance
|
|
|
1,001,998
|
|
|
997,562
|
|
|
991,454
|
|
|
984,881
|
|
|
979,494
|
|
Mortgage servicing
rights
|
|
|
88,904
|
|
|
87,970
|
|
|
85,164
|
|
|
89,476
|
|
|
87,539
|
|
Core deposit and other
intangibles
|
|
|
77,389
|
|
|
83,193
|
|
|
88,776
|
|
|
95,094
|
|
|
102,256
|
|
Goodwill
|
|
|
1,923,106
|
|
|
1,923,106
|
|
|
1,923,106
|
|
|
1,923,106
|
|
|
1,923,106
|
|
Other assets
|
|
|
765,283
|
|
|
778,244
|
|
|
817,454
|
|
|
996,055
|
|
|
875,694
|
|
Total assets
|
|
$
|
45,493,970
|
|
$
|
45,144,838
|
|
$
|
44,902,024
|
|
$
|
44,989,128
|
|
$
|
44,940,332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and
Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing
|
|
$
|
10,374,464
|
|
$
|
10,546,410
|
|
$
|
10,649,274
|
|
$
|
11,158,431
|
|
$
|
11,489,483
|
|
Interest-bearing
|
|
|
26,723,938
|
|
|
26,632,024
|
|
|
26,399,635
|
|
|
25,776,767
|
|
|
25,252,395
|
|
Total deposits
|
|
|
37,098,402
|
|
|
37,178,434
|
|
|
37,048,909
|
|
|
36,935,198
|
|
|
36,741,878
|
|
Federal funds purchased
and securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
sold under
agreements to repurchase
|
|
|
542,403
|
|
|
554,691
|
|
|
489,185
|
|
|
513,304
|
|
|
581,446
|
|
Other
borrowings
|
|
|
691,719
|
|
|
391,812
|
|
|
491,904
|
|
|
391,997
|
|
|
792,090
|
|
Reserve for unfunded
commitments
|
|
|
50,248
|
|
|
53,229
|
|
|
56,303
|
|
|
62,347
|
|
|
63,399
|
|
Other
liabilities
|
|
|
1,460,795
|
|
|
1,419,663
|
|
|
1,282,625
|
|
|
1,855,295
|
|
|
1,471,509
|
|
Total liabilities
|
|
|
39,843,567
|
|
|
39,597,829
|
|
|
39,368,926
|
|
|
39,758,141
|
|
|
39,650,322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders'
equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock - $2.50 par value; authorized 160,000,000 shares
|
|
|
190,489
|
|
|
190,443
|
|
|
190,055
|
|
|
190,043
|
|
|
189,990
|
|
Surplus
|
|
|
4,238,192
|
|
|
4,230,345
|
|
|
4,240,413
|
|
|
4,238,753
|
|
|
4,228,910
|
|
Retained
earnings
|
|
|
1,841,933
|
|
|
1,749,215
|
|
|
1,685,166
|
|
|
1,618,080
|
|
|
1,533,508
|
|
Accumulated other comprehensive loss
|
|
|
(620,211)
|
|
|
(622,994)
|
|
|
(582,536)
|
|
|
(815,889)
|
|
|
(662,398)
|
|
Total shareholders' equity
|
|
|
5,650,403
|
|
|
5,547,009
|
|
|
5,533,098
|
|
|
5,230,987
|
|
|
5,290,010
|
|
Total liabilities and shareholders' equity
|
|
$
|
45,493,970
|
|
$
|
45,144,838
|
|
$
|
44,902,024
|
|
$
|
44,989,128
|
|
$
|
44,940,332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares issued
and outstanding
|
|
|
76,195,723
|
|
|
76,177,163
|
|
|
76,022,039
|
|
|
76,017,366
|
|
|
75,995,979
|
|
Net Interest Income and Margin
|
|
Three Months
Ended
|
|
|
|
Jun. 30,
2024
|
|
Mar. 31,
2024
|
|
Jun. 30,
2023
|
|
(Dollars in
thousands)
|
|
Average
|
|
Income/
|
|
Yield/
|
|
Average
|
|
Income/
|
|
Yield/
|
|
Average
|
|
Income/
|
|
Yield/
|
|
YIELD
ANALYSIS
|
|
Balance
|
|
Expense
|
|
Rate
|
|
Balance
|
|
Expense
|
|
Rate
|
|
Balance
|
|
Expense
|
|
Rate
|
|
Interest-Earning
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds sold and
interest-earning deposits with banks
|
|
$
|
732,252
|
|
$
|
8,248
|
|
4.53 %
|
|
$
|
668,349
|
|
$
|
8,254
|
|
4.97 %
|
|
$
|
947,526
|
|
$
|
11,858
|
|
5.02 %
|
|
Investment
securities
|
|
|
7,226,582
|
|
|
44,516
|
|
2.48 %
|
|
|
7,465,735
|
|
|
45,313
|
|
2.44 %
|
|
|
7,994,330
|
|
|
46,840
|
|
2.35 %
|
|
Loans held for
sale
|
|
|
63,307
|
|
|
1,018
|
|
6.47 %
|
|
|
42,872
|
|
|
681
|
|
6.39 %
|
|
|
36,114
|
|
|
568
|
|
6.31 %
|
|
Total loans held for
investment
|
|
|
32,989,521
|
|
|
477,342
|
|
5.82 %
|
|
|
32,480,220
|
|
|
463,007
|
|
5.73 %
|
|
|
31,149,866
|
|
|
418,787
|
|
5.39 %
|
|
Total interest-earning
assets
|
|
|
41,011,662
|
|
|
531,124
|
|
5.21 %
|
|
|
40,657,176
|
|
|
517,255
|
|
5.12 %
|
|
|
40,127,836
|
|
|
478,053
|
|
4.78 %
|
|
Noninterest-earning
assets
|
|
|
4,416,072
|
|
|
|
|
|
|
|
4,353,987
|
|
|
|
|
|
|
|
4,500,288
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
45,427,734
|
|
|
|
|
|
|
$
|
45,011,163
|
|
|
|
|
|
|
$
|
44,628,124
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-Bearing
Liabilities ("IBL"):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction and money
market accounts
|
|
$
|
19,653,436
|
|
$
|
120,722
|
|
2.47 %
|
|
$
|
19,544,019
|
|
$
|
117,292
|
|
2.41 %
|
|
$
|
17,222,660
|
|
$
|
65,717
|
|
1.53 %
|
|
Savings
deposits
|
|
|
2,504,809
|
|
|
1,830
|
|
0.29 %
|
|
|
2,589,251
|
|
|
1,818
|
|
0.28 %
|
|
|
3,031,153
|
|
|
1,951
|
|
0.26 %
|
|
Certificates and other
time deposits
|
|
|
4,286,950
|
|
|
42,929
|
|
4.03 %
|
|
|
4,282,749
|
|
|
41,052
|
|
3.86 %
|
|
|
4,328,388
|
|
|
33,119
|
|
3.07 %
|
|
Federal funds
purchased
|
|
|
270,028
|
|
|
3,621
|
|
5.39 %
|
|
|
256,506
|
|
|
3,369
|
|
5.28 %
|
|
|
215,085
|
|
|
2,690
|
|
5.02 %
|
|
Repurchase
agreements
|
|
|
270,815
|
|
|
1,362
|
|
2.02 %
|
|
|
280,674
|
|
|
1,358
|
|
1.95 %
|
|
|
330,118
|
|
|
845
|
|
1.03 %
|
|
Other
borrowings
|
|
|
715,401
|
|
|
10,401
|
|
5.85 %
|
|
|
563,848
|
|
|
8,430
|
|
6.01 %
|
|
|
865,770
|
|
|
11,988
|
|
5.55 %
|
|
Total interest-bearing
liabilities
|
|
|
27,701,439
|
|
|
180,865
|
|
2.63 %
|
|
|
27,517,047
|
|
|
173,319
|
|
2.53 %
|
|
|
25,993,174
|
|
|
116,310
|
|
1.79 %
|
|
Noninterest-bearing
liabilities ("Non-IBL")
|
|
|
12,171,825
|
|
|
|
|
|
|
|
11,957,565
|
|
|
|
|
|
|
|
13,333,253
|
|
|
|
|
|
|
Shareholders'
equity
|
|
|
5,554,470
|
|
|
|
|
|
|
|
5,536,551
|
|
|
|
|
|
|
|
5,301,697
|
|
|
|
|
|
|
Total Non-IBL and
shareholders' equity
|
|
|
17,726,295
|
|
|
|
|
|
|
|
17,494,116
|
|
|
|
|
|
|
|
18,634,950
|
|
|
|
|
|
|
Total Liabilities and
Shareholders' Equity
|
|
$
|
45,427,734
|
|
|
|
|
|
|
$
|
45,011,163
|
|
|
|
|
|
|
$
|
44,628,124
|
|
|
|
|
|
|
Net Interest Income
and Margin (Non-Tax Equivalent)
|
|
|
|
|
$
|
350,259
|
|
3.43 %
|
|
|
|
|
$
|
343,936
|
|
3.40 %
|
|
|
|
|
$
|
361,743
|
|
3.62 %
|
|
Net Interest Margin
(Tax Equivalent) (non-GAAP)
|
|
|
|
|
|
|
|
3.44 %
|
|
|
|
|
|
|
|
3.41 %
|
|
|
|
|
|
|
|
3.62 %
|
|
Total Deposit Cost
(without Debt and Other Borrowings)
|
|
|
|
|
|
|
|
1.80 %
|
|
|
|
|
|
|
|
1.74 %
|
|
|
|
|
|
|
|
1.11 %
|
|
Overall Cost of
Funds (including Demand Deposits)
|
|
|
|
|
|
|
|
1.90 %
|
|
|
|
|
|
|
|
1.83 %
|
|
|
|
|
|
|
|
1.23 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Accretion on
Acquired Loans (1)
|
|
|
|
|
$
|
4,386
|
|
|
|
|
|
|
$
|
4,287
|
|
|
|
|
|
|
$
|
5,481
|
|
|
|
Tax Equivalent
("TE") Adjustment
|
|
|
|
|
$
|
631
|
|
|
|
|
|
|
$
|
528
|
|
|
|
|
|
|
$
|
698
|
|
|
|
|
• The
remaining loan discount on acquired loans to be accreted into loan
interest income totals $42.7 million as of June 30,
2024.
|
Noninterest Income and Expense
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
|
|
Jun.
30,
|
|
Mar.
31,
|
|
Dec.
31,
|
|
Sep.
30,
|
|
Jun.
30,
|
|
Jun.
30,
|
|
Jun.
30,
|
|
(Dollars in
thousands)
|
|
2024
|
|
2024
|
|
2023
|
|
2023
|
|
2023
|
|
2024
|
|
2023
|
|
Noninterest
Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees on
deposit accounts
|
|
$
|
33,842
|
|
$
|
33,145
|
|
$
|
33,225
|
|
$
|
32,830
|
|
$
|
33,101
|
|
$
|
66,987
|
|
$
|
62,960
|
|
Mortgage
banking income
|
|
|
5,912
|
|
|
6,169
|
|
|
2,191
|
|
|
2,478
|
|
|
4,354
|
|
|
12,081
|
|
|
8,686
|
|
Trust and
investment services income
|
|
|
11,091
|
|
|
10,391
|
|
|
10,131
|
|
|
9,556
|
|
|
9,823
|
|
|
21,482
|
|
|
19,760
|
|
Securities
(losses) gains, net
|
|
|
—
|
|
|
—
|
|
|
(2)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
Correspondent banking and capital markets income
|
|
|
16,267
|
|
|
14,591
|
|
|
16,081
|
|
|
24,808
|
|
|
27,734
|
|
|
30,858
|
|
|
49,690
|
|
Expense on
centrally-cleared variation margin
|
|
|
(11,407)
|
|
|
(10,280)
|
|
|
(12,677)
|
|
|
(11,892)
|
|
|
(8,547)
|
|
|
(21,687)
|
|
|
(16,909)
|
|
Total
correspondent banking and capital markets income
|
|
|
4,860
|
|
|
4,311
|
|
|
3,404
|
|
|
12,916
|
|
|
19,187
|
|
|
9,171
|
|
|
32,781
|
|
Bank owned
life insurance income
|
|
|
7,372
|
|
|
6,892
|
|
|
6,567
|
|
|
7,039
|
|
|
6,271
|
|
|
14,264
|
|
|
13,084
|
|
Other
|
|
|
12,148
|
|
|
10,650
|
|
|
9,973
|
|
|
8,029
|
|
|
4,478
|
|
|
22,798
|
|
|
11,253
|
|
Total Noninterest Income
|
|
$
|
75,225
|
|
$
|
71,558
|
|
$
|
65,489
|
|
$
|
72,848
|
|
$
|
77,214
|
|
$
|
146,783
|
|
$
|
148,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest
Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries
and employee benefits
|
|
$
|
151,435
|
|
$
|
150,453
|
|
$
|
145,850
|
|
$
|
146,146
|
|
$
|
147,342
|
|
$
|
301,888
|
|
$
|
291,402
|
|
Occupancy
expense
|
|
|
22,453
|
|
|
22,577
|
|
|
22,715
|
|
|
22,251
|
|
|
22,196
|
|
|
45,030
|
|
|
43,729
|
|
Information services expense
|
|
|
23,144
|
|
|
22,353
|
|
|
22,000
|
|
|
21,428
|
|
|
21,119
|
|
|
45,497
|
|
|
41,044
|
|
OREO and
loan related expense (income)
|
|
|
1,307
|
|
|
606
|
|
|
948
|
|
|
613
|
|
|
(14)
|
|
|
1,913
|
|
|
155
|
|
Business
development and staff related
|
|
|
6,220
|
|
|
5,799
|
|
|
7,492
|
|
|
5,995
|
|
|
6,672
|
|
|
12,019
|
|
|
12,629
|
|
Amortization of intangibles
|
|
|
5,744
|
|
|
5,998
|
|
|
6,615
|
|
|
6,616
|
|
|
7,028
|
|
|
11,742
|
|
|
14,327
|
|
Professional fees
|
|
|
3,906
|
|
|
3,115
|
|
|
7,025
|
|
|
3,456
|
|
|
4,364
|
|
|
7,021
|
|
|
8,066
|
|
Supplies
and printing expense
|
|
|
2,526
|
|
|
2,540
|
|
|
2,761
|
|
|
2,623
|
|
|
2,554
|
|
|
5,066
|
|
|
5,194
|
|
FDIC
assessment and other regulatory charges
|
|
|
7,771
|
|
|
8,534
|
|
|
8,325
|
|
|
8,632
|
|
|
9,819
|
|
|
16,305
|
|
|
16,113
|
|
Advertising and marketing
|
|
|
2,594
|
|
|
1,984
|
|
|
2,826
|
|
|
3,009
|
|
|
1,521
|
|
|
4,578
|
|
|
3,639
|
|
Other
operating expenses
|
|
|
15,243
|
|
|
16,964
|
|
|
19,217
|
|
|
17,273
|
|
|
18,217
|
|
|
32,207
|
|
|
35,613
|
|
Merger,
branch consolidation, severance related and other expense
(8)
|
|
|
5,785
|
|
|
4,513
|
|
|
1,778
|
|
|
164
|
|
|
1,808
|
|
|
10,298
|
|
|
11,220
|
|
FDIC
special assessment
|
|
|
619
|
|
|
3,854
|
|
|
25,691
|
|
|
—
|
|
|
—
|
|
|
4,473
|
|
|
—
|
|
Total Noninterest Expense
|
|
$
|
248,747
|
|
$
|
249,290
|
|
$
|
273,243
|
|
$
|
238,206
|
|
$
|
242,626
|
|
$
|
498,037
|
|
$
|
483,131
|
|
Loans and Deposits
The following table presents a summary of the
loan portfolio by type:
|
|
Ending
Balance
|
|
(Dollars in
thousands)
|
|
Jun.
30,
|
|
Mar.
31,
|
|
Dec.
31,
|
|
Sep.
30,
|
|
Jun.
30,
|
|
LOAN PORTFOLIO
(7)
|
|
2024
|
|
2024
|
|
2023
|
|
2023
|
|
2023
|
|
Construction and land
development * †
|
|
$
|
2,592,307
|
|
$
|
2,437,343
|
|
$
|
2,923,514
|
|
$
|
2,776,241
|
|
$
|
2,817,125
|
|
Investor commercial
real estate*
|
|
|
9,731,773
|
|
|
9,752,529
|
|
|
9,227,968
|
|
|
9,372,683
|
|
|
9,187,948
|
|
Commercial owner
occupied real estate
|
|
|
5,522,978
|
|
|
5,511,855
|
|
|
5,497,671
|
|
|
5,539,097
|
|
|
5,585,951
|
|
Commercial and
industrial
|
|
|
5,769,838
|
|
|
5,544,131
|
|
|
5,504,539
|
|
|
5,458,229
|
|
|
5,378,294
|
|
Consumer real estate
*
|
|
|
8,440,724
|
|
|
8,223,066
|
|
|
7,993,450
|
|
|
7,608,145
|
|
|
7,275,495
|
|
Consumer/other
|
|
|
1,176,944
|
|
|
1,198,386
|
|
|
1,241,347
|
|
|
1,262,277
|
|
|
1,291,972
|
|
Total
Loans
|
|
$
|
33,234,564
|
|
$
|
32,667,310
|
|
$
|
32,388,489
|
|
$
|
32,016,672
|
|
$
|
31,536,785
|
|
|
|
*
|
Single family home
construction-to-permanent loans originated by the Company's
mortgage banking division are included in construction and land
development category until completion. Investor commercial
real estate loans include commercial non-owner occupied real estate
and other income producing property. Consumer real estate
includes consumer owner occupied real estate and home equity
loans.
|
|
|
†
|
Includes single family
home construction-to-permanent loans of $544.2 million, $623.9
million, $715.5 million, $863.1 million, and $928.4 million for the
quarters ended June 30, 2024, March 31, 2024, December 31, 2023,
September 30, 2023, and June 30, 2023, respectively.
|
|
|
Ending
Balance
|
|
(Dollars in
thousands)
|
|
Jun.
30,
|
|
Mar.
31,
|
|
Dec.
31,
|
|
Sep.
30,
|
|
Jun.
30,
|
|
DEPOSITS
|
|
2024
|
|
2024
|
|
2023
|
|
2023
|
|
2023
|
|
Noninterest-bearing
checking
|
|
$
|
10,374,464
|
|
$
|
10,546,410
|
|
$
|
10,649,274
|
|
$
|
11,158,431
|
|
$
|
11,489,483
|
|
Interest-bearing
checking
|
|
|
7,547,406
|
|
|
7,898,835
|
|
|
7,978,799
|
|
|
7,806,243
|
|
|
8,185,609
|
|
Savings
|
|
|
2,475,130
|
|
|
2,557,203
|
|
|
2,632,212
|
|
|
2,760,166
|
|
|
2,931,320
|
|
Money market
|
|
|
12,122,336
|
|
|
11,895,385
|
|
|
11,538,671
|
|
|
10,756,431
|
|
|
9,710,032
|
|
Time
deposits
|
|
|
4,579,066
|
|
|
4,280,601
|
|
|
4,249,953
|
|
|
4,453,927
|
|
|
4,425,434
|
|
Total
Deposits
|
|
$
|
37,098,402
|
|
$
|
37,178,434
|
|
$
|
37,048,909
|
|
$
|
36,935,198
|
|
$
|
36,741,878
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core Deposits
(excludes Time Deposits)
|
|
$
|
32,519,336
|
|
$
|
32,897,833
|
|
$
|
32,798,956
|
|
$
|
32,481,271
|
|
$
|
32,316,444
|
|
Asset Quality
|
|
Ending
Balance
|
|
|
|
Jun.
30,
|
|
Mar.
31,
|
|
Dec.
31,
|
|
Sep.
30,
|
|
Jun.
30,
|
|
(Dollars in
thousands)
|
|
2024
|
|
2024
|
|
2023
|
|
2023
|
|
2023
|
|
NONPERFORMING
ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-acquired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-acquired nonaccrual
loans and restructured loans on nonaccrual
|
|
$
|
110,774
|
|
$
|
106,189
|
|
$
|
110,467
|
|
$
|
105,856
|
|
$
|
104,772
|
|
Accruing loans past due
90 days or more
|
|
|
5,843
|
|
|
2,497
|
|
|
11,305
|
|
|
783
|
|
|
3,620
|
|
Non-acquired OREO and
other nonperforming assets
|
|
|
2,876
|
|
|
1,589
|
|
|
711
|
|
|
449
|
|
|
227
|
|
Total non-acquired
nonperforming assets
|
|
|
119,493
|
|
|
110,275
|
|
|
122,483
|
|
|
107,088
|
|
|
108,619
|
|
Acquired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquired nonaccrual
loans and restructured loans on nonaccrual
|
|
|
78,287
|
|
|
63,451
|
|
|
59,755
|
|
|
57,464
|
|
|
60,734
|
|
Accruing loans past due
90 days or more
|
|
|
916
|
|
|
135
|
|
|
1,174
|
|
|
1,821
|
|
|
571
|
|
Acquired OREO and other
nonperforming assets
|
|
|
598
|
|
|
655
|
|
|
712
|
|
|
378
|
|
|
981
|
|
Total acquired
nonperforming assets
|
|
|
79,801
|
|
|
64,241
|
|
|
61,641
|
|
|
59,663
|
|
|
62,286
|
|
Total nonperforming
assets
|
|
$
|
199,294
|
|
$
|
174,516
|
|
$
|
184,124
|
|
$
|
166,751
|
|
$
|
170,905
|
|
|
|
Three Months
Ended
|
|
|
|
Jun.
30,
|
|
Mar.
31,
|
|
Dec.
31,
|
|
Sep.
30,
|
|
Jun.
30,
|
|
|
|
2024
|
|
2024
|
|
2023
|
|
2023
|
|
2023
|
|
ASSET QUALITY RATIOS
(7):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit
losses as a percentage of loans
|
|
|
1.42 %
|
|
|
1.44 %
|
|
|
1.41 %
|
|
|
1.40 %
|
|
|
1.36 %
|
|
Allowance for credit
losses, including reserve for unfunded
commitments, as a percentage of loans
|
|
|
1.57 %
|
|
|
1.60 %
|
|
|
1.58 %
|
|
|
1.59 %
|
|
|
1.56 %
|
|
Allowance for credit
losses as a percentage of nonperforming loans
|
|
|
241.19 %
|
|
|
272.62 %
|
|
|
249.90 %
|
|
|
269.98 %
|
|
|
251.86 %
|
|
Net charge-offs as a
percentage of average loans (annualized)
|
|
|
0.05 %
|
|
|
0.03 %
|
|
|
0.09 %
|
|
|
0.16 %
|
|
|
0.04 %
|
|
Total nonperforming
assets as a percentage of total assets
|
|
|
0.44 %
|
|
|
0.39 %
|
|
|
0.41 %
|
|
|
0.37 %
|
|
|
0.38 %
|
|
Nonperforming loans as
a percentage of period end loans
|
|
|
0.59 %
|
|
|
0.53 %
|
|
|
0.56 %
|
|
|
0.52 %
|
|
|
0.54 %
|
|
Current Expected Credit Losses ("CECL")
Below is a table showing the roll forward of the ACL and UFC for
the second quarter of 2024:
|
|
Allowance for
Credit Losses ("ACL and UFC")
|
|
(Dollars in
thousands)
|
|
NonPCD
ACL
|
|
PCD
ACL
|
|
Total
ACL
|
|
UFC
|
|
Ending balance
3/31/2024
|
|
$
|
439,188
|
|
$
|
30,466
|
|
$
|
469,654
|
|
$
|
53,229
|
|
Charge offs
|
|
|
(5,422)
|
|
|
—
|
|
|
(5,422)
|
|
|
—
|
|
Acquired charge
offs
|
|
|
(910)
|
|
|
(2,258)
|
|
|
(3,168)
|
|
|
—
|
|
Recoveries
|
|
|
2,779
|
|
|
—
|
|
|
2,779
|
|
|
—
|
|
Acquired
recoveries
|
|
|
632
|
|
|
954
|
|
|
1,586
|
|
|
—
|
|
Provision (recovery)
for credit losses
|
|
|
11,361
|
|
|
(4,492)
|
|
|
6,869
|
|
|
(2,981)
|
|
Ending balance
6/30/2024
|
|
$
|
447,628
|
|
$
|
24,670
|
|
$
|
472,298
|
|
$
|
50,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period end
loans
|
|
$
|
32,277,309
|
|
$
|
957,255
|
|
$
|
33,234,564
|
|
|
N/A
|
|
Allowance for Credit
Losses to Loans
|
|
|
1.39 %
|
|
|
2.58 %
|
|
|
1.42 %
|
|
|
N/A
|
|
Unfunded commitments
(off balance sheet) *
|
|
|
|
|
|
|
|
|
|
|
$
|
7,917,682
|
|
Reserve to unfunded
commitments (off balance sheet)
|
|
|
|
|
|
|
|
|
|
|
|
0.63 %
|
|
* Unfunded commitments exclude unconditionally
cancelable commitments and letters of credit.
Conference Call
The Company will host a conference call to
discuss its second quarter results at 9:00
a.m. Eastern Time on July 25,
2024. Callers wishing to participate may call
toll-free by dialing (888) 350-3899 within the US and (646)
960-0343 for all other locations. The numbers for
international participants are listed at
https://events.q4irportal.com/custom/access/2324/. The
conference ID number is 4200408. Alternatively,
individuals may listen to the live webcast of the presentation by
visiting SouthStateBank.com. An audio replay of the live
webcast is expected to be available by the evening of July 25, 2024 on the Investor Relations section
of SouthStateBank.com.
SouthState Corporation is a financial
services company headquartered in Winter
Haven, Florida. SouthState Bank, N.A., the Company's
nationally chartered bank subsidiary, provides consumer,
commercial, mortgage and wealth management solutions to more than
one million customers throughout Florida, Alabama, Georgia, the Carolinas and Virginia. The
Bank also serves clients coast to coast through its correspondent
banking division. Additional information is available
at SouthStateBank.com.
Non-GAAP Measures
Statements included in this press release include
non-GAAP measures and should be read along with the accompanying
tables that provide a reconciliation of non-GAAP measures to GAAP
measures. Although other companies may use calculation
methods that differ from those used by SouthState for non-GAAP
measures, management believes that these non-GAAP measures provide
additional useful information, which allows readers to evaluate the
ongoing performance of the Company. Non-GAAP measures should
not be considered as an alternative to any measure of performance
or financial condition as promulgated under GAAP, and investors
should consider the Company's performance and financial condition
as reported under GAAP and all other relevant information when
assessing the performance or financial condition of the
Company. Non-GAAP measures have limitations as analytical
tools, and investors should not consider them in isolation or as a
substitute for analysis of the Company's results or financial
condition as reported under GAAP.
(Dollars and shares
in thousands, except per share data)
|
|
Three Months
Ended
|
|
PRE-PROVISION NET
REVENUE ("PPNR") (NON-GAAP)
|
|
Jun. 30,
2024
|
|
|
Mar. 31,
2024
|
|
|
Dec. 31,
2023
|
|
|
Sep. 30,
2023
|
|
|
Jun. 30,
2023
|
|
Net income
(GAAP)
|
|
$
|
132,370
|
|
|
$
|
115,056
|
|
|
$
|
106,791
|
|
|
$
|
124,144
|
|
|
$
|
123,447
|
|
Provision for credit
losses
|
|
|
3,889
|
|
|
|
12,686
|
|
|
|
9,893
|
|
|
|
32,709
|
|
|
|
38,389
|
|
Tax
provision
|
|
|
40,478
|
|
|
|
38,462
|
|
|
|
29,793
|
|
|
|
33,160
|
|
|
|
34,495
|
|
Merger, branch
consolidation, severance related and other expense (8)
|
|
|
5,785
|
|
|
|
4,513
|
|
|
|
1,778
|
|
|
|
164
|
|
|
|
1,808
|
|
FDIC special
assessment
|
|
|
619
|
|
|
|
3,854
|
|
|
|
25,691
|
|
|
|
—
|
|
|
|
—
|
|
Securities
losses
|
|
|
—
|
|
|
|
—
|
|
|
|
2
|
|
|
|
—
|
|
|
|
—
|
|
Pre-provision net
revenue (PPNR) (Non-GAAP)
|
|
$
|
183,141
|
|
|
$
|
174,571
|
|
|
$
|
173,948
|
|
|
$
|
190,177
|
|
|
$
|
198,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average asset balance
(GAAP)
|
|
$
|
45,427,734
|
|
|
$
|
45,011,163
|
|
|
$
|
45,037,632
|
|
|
$
|
44,841,319
|
|
|
$
|
44,628,124
|
|
PPNR
ROAA
|
|
|
1.62
|
%
|
|
|
1.56
|
%
|
|
|
1.53
|
%
|
|
|
1.68
|
%
|
|
|
1.78
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
weighted-average common shares outstanding
|
|
|
76,607
|
|
|
|
76,660
|
|
|
|
76,634
|
|
|
|
76,571
|
|
|
|
76,418
|
|
PPNR per
weighted-average common shares outstanding
|
|
$
|
2.39
|
|
|
$
|
2.28
|
|
|
$
|
2.27
|
|
|
$
|
2.48
|
|
|
$
|
2.59
|
|
(Dollars in
thousands)
|
|
Three Months
Ended
|
|
CORE NET INTEREST
INCOME (NON-GAAP)
|
|
Jun. 30,
2024
|
|
|
Mar. 31,
2024
|
|
|
Dec. 31,
2023
|
|
|
Sep. 30,
2023
|
|
|
Jun. 30,
2023
|
|
Net interest income
(GAAP)
|
|
$
|
350,259
|
|
|
$
|
343,936
|
|
|
$
|
354,231
|
|
|
$
|
355,371
|
|
|
$
|
361,743
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total accretion on
acquired loans
|
|
|
4,386
|
|
|
|
4,287
|
|
|
|
3,870
|
|
|
|
4,053
|
|
|
|
5,481
|
|
Core net interest
income (Non-GAAP)
|
|
$
|
345,873
|
|
|
$
|
339,649
|
|
|
$
|
350,361
|
|
|
$
|
351,318
|
|
|
$
|
356,262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INTEREST MARGIN
("NIM"), TE (NON-GAAP)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
(GAAP)
|
|
$
|
350,259
|
|
|
$
|
343,936
|
|
|
$
|
354,231
|
|
|
$
|
355,371
|
|
|
$
|
361,743
|
|
Total average
interest-earning assets
|
|
|
41,011,662
|
|
|
|
40,657,176
|
|
|
|
40,465,377
|
|
|
|
40,376,380
|
|
|
|
40,127,836
|
|
NIM, non-tax
equivalent
|
|
|
3.43
|
%
|
|
|
3.40
|
%
|
|
|
3.47
|
%
|
|
|
3.49
|
%
|
|
|
3.62
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax equivalent
adjustment (included in NIM, TE)
|
|
|
631
|
|
|
|
528
|
|
|
|
659
|
|
|
|
646
|
|
|
|
698
|
|
Net interest income,
tax equivalent (Non-GAAP)
|
|
$
|
350,890
|
|
|
$
|
344,464
|
|
|
$
|
354,890
|
|
|
$
|
356,017
|
|
|
$
|
362,441
|
|
NIM, TE
(Non-GAAP)
|
|
|
3.44
|
%
|
|
|
3.41
|
%
|
|
|
3.48
|
%
|
|
|
3.50
|
%
|
|
|
3.62
|
%
|
|
|
Three Months
Ended
|
|
|
Six Months
Ended
|
|
(Dollars in
thousands, except per share data)
|
|
Jun.
30,
|
|
|
Mar.
31,
|
|
|
Dec.
31,
|
|
|
Sep.
30,
|
|
|
Jun.
30,
|
|
|
Jun.
30,
|
|
|
Jun.
30,
|
|
RECONCILIATION OF
GAAP TO NON-GAAP
|
|
2024
|
|
|
2024
|
|
|
2023
|
|
|
2023
|
|
|
2023
|
|
|
2024
|
|
|
2023
|
|
Adjusted Net Income
(non-GAAP) (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(GAAP)
|
|
$
|
132,370
|
|
|
$
|
115,056
|
|
|
$
|
106,791
|
|
|
$
|
124,144
|
|
|
$
|
123,447
|
|
|
$
|
247,426
|
|
|
$
|
263,373
|
|
Securities losses
(gains), net of tax
|
|
|
—
|
|
|
|
—
|
|
|
|
2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(35)
|
|
Merger, branch
consolidation, severance related and other expense, net of tax
(8)
|
|
|
4,430
|
|
|
|
3,382
|
|
|
|
1,391
|
|
|
|
130
|
|
|
|
1,414
|
|
|
|
7,812
|
|
|
|
8,770
|
|
FDIC special
assessment, net of tax
|
|
|
474
|
|
|
|
2,888
|
|
|
|
20,087
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,362
|
|
|
|
—
|
|
Adjusted net income
(non-GAAP)
|
|
$
|
137,274
|
|
|
$
|
121,326
|
|
|
$
|
128,271
|
|
|
$
|
124,274
|
|
|
$
|
124,861
|
|
|
$
|
258,600
|
|
|
$
|
272,108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Net Income
per Common Share - Basic (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common
share - Basic (GAAP)
|
|
$
|
1.74
|
|
|
$
|
1.51
|
|
|
$
|
1.40
|
|
|
$
|
1.63
|
|
|
$
|
1.62
|
|
|
$
|
3.24
|
|
|
$
|
3.47
|
|
Effect to adjust for
securities losses (gains), net of tax
|
|
|
—
|
|
|
|
—
|
|
|
|
0.00
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.00)
|
|
Effect to adjust for
merger, branch consolidation, severance related and other expense,
net of tax (8)
|
|
|
0.05
|
|
|
|
0.04
|
|
|
|
0.03
|
|
|
|
0.00
|
|
|
|
0.02
|
|
|
|
0.11
|
|
|
|
0.12
|
|
Effect to adjust for
FDIC special assessment, net of tax
|
|
|
0.01
|
|
|
|
0.04
|
|
|
|
0.26
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.04
|
|
|
|
—
|
|
Adjusted net income
per common share - Basic (non-GAAP)
|
|
$
|
1.80
|
|
|
$
|
1.59
|
|
|
$
|
1.69
|
|
|
$
|
1.63
|
|
|
$
|
1.64
|
|
|
$
|
3.39
|
|
|
$
|
3.58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Net Income
per Common Share - Diluted (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common
share - Diluted (GAAP)
|
|
$
|
1.73
|
|
|
$
|
1.50
|
|
|
$
|
1.39
|
|
|
$
|
1.62
|
|
|
$
|
1.62
|
|
|
$
|
3.23
|
|
|
$
|
3.45
|
|
Effect to adjust for
securities losses (gains), net of tax
|
|
|
—
|
|
|
|
—
|
|
|
|
0.00
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.00)
|
|
Effect to adjust for
merger, branch consolidation, severance related and other expense,
net of tax (8)
|
|
|
0.05
|
|
|
|
0.04
|
|
|
|
0.02
|
|
|
|
0.00
|
|
|
|
0.01
|
|
|
|
0.10
|
|
|
|
0.11
|
|
Effect to adjust for
FDIC special assessment, net of tax
|
|
|
0.01
|
|
|
|
0.04
|
|
|
|
0.26
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.04
|
|
|
|
—
|
|
Adjusted net income
per common share - Diluted (non-GAAP)
|
|
$
|
1.79
|
|
|
$
|
1.58
|
|
|
$
|
1.67
|
|
|
$
|
1.62
|
|
|
$
|
1.63
|
|
|
$
|
3.37
|
|
|
$
|
3.56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Return on
Average Assets (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average
assets (GAAP)
|
|
|
1.17
|
%
|
|
|
1.03
|
%
|
|
|
0.94
|
%
|
|
|
1.10
|
%
|
|
|
1.11
|
%
|
|
|
1.10
|
%
|
|
|
1.20
|
%
|
Effect to adjust for
securities losses (gains), net of tax
|
|
|
—
|
%
|
|
|
—
|
%
|
|
|
0.00
|
%
|
|
|
—
|
%
|
|
|
—
|
%
|
|
|
—
|
%
|
|
|
(0.00)
|
%
|
Effect to adjust for
merger, branch consolidation, severance related and other expense,
net of tax (8)
|
|
|
0.05
|
%
|
|
|
0.02
|
%
|
|
|
0.01
|
%
|
|
|
0.00
|
%
|
|
|
0.01
|
%
|
|
|
0.04
|
%
|
|
|
0.04
|
%
|
Effect to adjust for
FDIC special assessment, net of tax
|
|
|
0.00
|
%
|
|
|
0.03
|
%
|
|
|
0.18
|
%
|
|
|
—
|
%
|
|
|
—
|
%
|
|
|
0.01
|
%
|
|
|
—
|
%
|
Adjusted return on
average assets (non-GAAP)
|
|
|
1.22
|
%
|
|
|
1.08
|
%
|
|
|
1.13
|
%
|
|
|
1.10
|
%
|
|
|
1.12
|
%
|
|
|
1.15
|
%
|
|
|
1.24
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Return on
Average Common Equity (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average
common equity (GAAP)
|
|
|
9.58
|
%
|
|
|
8.36
|
%
|
|
|
7.99
|
%
|
|
|
9.24
|
%
|
|
|
9.34
|
%
|
|
|
8.97
|
%
|
|
|
10.14
|
%
|
Effect to adjust for
securities losses (gains), net of tax
|
|
|
—
|
%
|
|
|
—
|
%
|
|
|
0.00
|
%
|
|
|
—
|
%
|
|
|
—
|
%
|
|
|
—
|
%
|
|
|
(0.00)
|
%
|
Effect to adjust for
merger, branch consolidation, severance related and other expense,
net of tax (8)
|
|
|
0.33
|
%
|
|
|
0.24
|
%
|
|
|
0.11
|
%
|
|
|
0.01
|
%
|
|
|
0.11
|
%
|
|
|
0.29
|
%
|
|
|
0.33
|
%
|
Effect to adjust for
FDIC special assessment, net of tax
|
|
|
0.03
|
%
|
|
|
0.21
|
%
|
|
|
1.50
|
%
|
|
|
—
|
%
|
|
|
—
|
%
|
|
|
0.12
|
%
|
|
|
—
|
%
|
Adjusted return on
average common equity (non-GAAP)
|
|
|
9.94
|
%
|
|
|
8.81
|
%
|
|
|
9.60
|
%
|
|
|
9.25
|
%
|
|
|
9.45
|
%
|
|
|
9.38
|
%
|
|
|
10.47
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on Average
Common Tangible Equity (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average
common equity (GAAP)
|
|
|
9.58
|
%
|
|
|
8.36
|
%
|
|
|
7.99
|
%
|
|
|
9.24
|
%
|
|
|
9.34
|
%
|
|
|
8.97
|
%
|
|
|
10.14
|
%
|
Effect to adjust for
intangible assets
|
|
|
5.91
|
%
|
|
|
5.27
|
%
|
|
|
5.54
|
%
|
|
|
6.28
|
%
|
|
|
6.47
|
%
|
|
|
5.60
|
%
|
|
|
7.13
|
%
|
Return on average
tangible equity (non-GAAP)
|
|
|
15.49
|
%
|
|
|
13.63
|
%
|
|
|
13.53
|
%
|
|
|
15.52
|
%
|
|
|
15.81
|
%
|
|
|
14.57
|
%
|
|
|
17.27
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Return on
Average Common Tangible Equity (2) (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average
common equity (GAAP)
|
|
|
9.58
|
%
|
|
|
8.36
|
%
|
|
|
7.99
|
%
|
|
|
9.24
|
%
|
|
|
9.34
|
%
|
|
|
8.97
|
%
|
|
|
10.14
|
%
|
Effect to adjust for
securities losses (gains), net of tax
|
|
|
—
|
%
|
|
|
—
|
%
|
|
|
0.00
|
%
|
|
|
—
|
%
|
|
|
—
|
%
|
|
|
—
|
%
|
|
|
(0.00)
|
%
|
Effect to adjust for
merger, branch consolidation, severance related and other expense,
net of tax (8)
|
|
|
0.32
|
%
|
|
|
0.25
|
%
|
|
|
0.10
|
%
|
|
|
0.01
|
%
|
|
|
0.11
|
%
|
|
|
0.28
|
%
|
|
|
0.33
|
%
|
Effect to adjust for
FDIC special assessment, net of tax
|
|
|
0.03
|
%
|
|
|
0.21
|
%
|
|
|
1.50
|
%
|
|
|
—
|
%
|
|
|
—
|
%
|
|
|
0.12
|
%
|
|
|
—
|
%
|
Effect to adjust for
intangible assets, net of tax
|
|
|
6.12
|
%
|
|
|
5.53
|
%
|
|
|
6.53
|
%
|
|
|
6.29
|
%
|
|
|
6.53
|
%
|
|
|
5.83
|
%
|
|
|
7.35
|
%
|
Adjusted return on
average common tangible equity (non-GAAP)
|
|
|
16.05
|
%
|
|
|
14.35
|
%
|
|
|
16.12
|
%
|
|
|
15.54
|
%
|
|
|
15.98
|
%
|
|
|
15.20
|
%
|
|
|
17.82
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Efficiency
Ratio (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Efficiency
ratio
|
|
|
57.03
|
%
|
|
|
58.48
|
%
|
|
|
63.43
|
%
|
|
|
54.00
|
%
|
|
|
53.59
|
%
|
|
|
57.75
|
%
|
|
|
52.48
|
%
|
Effect to adjust for
merger, branch consolidation, severance related and other expense
(8)
|
|
|
(1.36)
|
%
|
|
|
(1.08)
|
%
|
|
|
(0.43)
|
%
|
|
|
(0.04)
|
%
|
|
|
(0.41)
|
%
|
|
|
(1.23)
|
%
|
|
|
(1.25)
|
%
|
Effect to adjust for
FDIC special assessment
|
|
|
(0.15)
|
%
|
|
|
(0.93)
|
%
|
|
|
(6.11)
|
%
|
|
|
—
|
%
|
|
|
—
|
%
|
|
|
(0.53)
|
%
|
|
|
—
|
%
|
Adjusted efficiency
ratio
|
|
|
55.52
|
%
|
|
|
56.47
|
%
|
|
|
56.89
|
%
|
|
|
53.96
|
%
|
|
|
53.18
|
%
|
|
|
55.99
|
%
|
|
|
51.23
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible Book Value
Per Common Share (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value per common
share (GAAP)
|
|
$
|
74.16
|
|
|
$
|
72.82
|
|
|
$
|
72.78
|
|
|
$
|
68.81
|
|
|
$
|
69.61
|
|
|
|
|
|
|
|
|
|
Effect to adjust for
intangible assets
|
|
|
(26.26)
|
|
|
|
(26.34)
|
|
|
|
(26.46)
|
|
|
|
(26.55)
|
|
|
|
(26.65)
|
|
|
|
|
|
|
|
|
|
Tangible book value
per common share (non-GAAP)
|
|
$
|
47.90
|
|
|
$
|
46.48
|
|
|
$
|
46.32
|
|
|
$
|
42.26
|
|
|
$
|
42.96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible
Equity-to-Tangible Assets (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity-to-assets
(GAAP)
|
|
|
12.42
|
%
|
|
|
12.29
|
%
|
|
|
12.32
|
%
|
|
|
11.63
|
%
|
|
|
11.77
|
%
|
|
|
|
|
|
|
|
|
Effect to adjust for
intangible assets
|
|
|
(4.03)
|
%
|
|
|
(4.08)
|
%
|
|
|
(4.11)
|
%
|
|
|
(4.15)
|
%
|
|
|
(4.16)
|
%
|
|
|
|
|
|
|
|
|
Tangible
equity-to-tangible assets (non-GAAP)
|
|
|
8.39
|
%
|
|
|
8.21
|
%
|
|
|
8.21
|
%
|
|
|
7.48
|
%
|
|
|
7.61
|
%
|
|
|
|
|
|
|
|
|
Footnotes to
tables:
|
|
|
(1)
|
Includes loan accretion
(interest) income related to the discount on acquired loans of $4.4
million, $4.3 million, $3.9 million, $4.1 million, and $5.5 million
during the quarters ended June 30, 2024, March 31, 2024, December
31, 2023, September 30, 2023, and June 30, 2023, respectively, and
$8.7 million and $12.9 million during the six months ended June 30,
2024 and 2023, respectively.
|
(2)
|
Adjusted earnings,
adjusted return on average assets, adjusted EPS, and adjusted
return on average equity are non-GAAP measures and exclude the
gains or losses on sales of securities, merger, branch
consolidation, severance related and other expense, and FDIC
special assessments. Management believes that non-GAAP
adjusted measures provide additional useful information that allows
readers to evaluate the ongoing performance of the Company.
Non-GAAP measures should not be considered as an alternative to any
measure of performance or financial condition as promulgated under
GAAP, and investors should consider the Company's performance and
financial condition as reported under GAAP and all other relevant
information when assessing the performance or financial condition
of the Company. Non-GAAP measures have limitations as
analytical tools, and investors should not consider them in
isolation or as a substitute for analysis of the Company's results
or financial condition as reported under GAAP. Adjusted
earnings and the related adjusted return measures (non-GAAP)
exclude the following from net income (GAAP) on an after-tax basis:
(a) pre-tax merger, branch consolidation, severance related and
other expense of $5.8 million, $4.5 million, $1.8 million,
$164,000, and $1.8 million for the quarters ended June 30, 2024,
March 31, 2024, December 31, 2023, September 30, 2023, and June 30,
2023, respectively, and $10.3 million and $11.2 million for the six
months ended June 30, 2024 and 2023, respectively; (b) pre-tax net
securities losses of $(2,000) for the quarters ended December 31,
2023, and $45,000 for the six months ended June 30, 2023; and (c)
pre-tax FDIC special assessment of $619,000, $3.9 million and $25.7
million for the quarters ended June 30, 2024, March 31, 2024 and
December 31, 2023, respectively, and $4.5 million for the six
months ended June 30, 2024.
|
(3)
|
The tangible measures
are non-GAAP measures and exclude the effect of period end or
average balance of intangible assets. The tangible returns on
equity and common equity measures also add back the after-tax
amortization of intangibles to GAAP basis net income.
Management believes that these non-GAAP tangible measures provide
additional useful information, particularly since these measures
are widely used by industry analysts for companies with prior
merger and acquisition activities. Non-GAAP measures should
not be considered as an alternative to any measure of performance
or financial condition as promulgated under GAAP, and investors
should consider the Company's performance and financial condition
as reported under GAAP and all other relevant information when
assessing the performance or financial condition of the
Company. Non-GAAP measures have limitations as analytical
tools, and investors should not consider them in isolation or as a
substitute for analysis of the Company's results or financial
condition as reported under GAAP. The sections titled
"Reconciliation of GAAP to Non-GAAP" provide tables that reconcile
GAAP measures to non-GAAP.
|
(4)
|
Adjusted efficiency
ratio is calculated by taking the noninterest expense excluding
merger, branch consolidation, severance related and other expense,
FDIC special assessment and amortization of intangible assets,
divided by net interest income and noninterest income excluding
securities gains (losses). The pre-tax amortization expenses of
intangible assets were $5.7 million, $6.0 million, $6.6 million,
$6.6 million, and $7.0 million for the quarters ended June 30,
2024, March 31, 2024, December 31, 2023, September 30, 2023, and
June 30, 2023, respectively, and $11.7 million and $14.3 million
for the six months ended June 30, 2024 and 2023,
respectively.
|
(5)
|
The dividend payout
ratio is calculated by dividing total dividends paid during the
period by the total net income for the same period.
|
(6)
|
June 30, 2024 ratios
are estimated and may be subject to change pending the final filing
of the FR Y-9C; all other periods are presented as
filed.
|
(7)
|
Loan data excludes
mortgage loans held for sale.
|
(8)
|
Includes pre-tax cyber
incident costs of $3.5 million and $4.4 million for the quarters
ended June 30, 2024 and March 31, 2024, respectively, and $7.9
million for the six months ended June 30, 2024.
|
Cautionary Statement Regarding Forward Looking
Statements
This communication contains "forward-looking statements" within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 that are subject to risks and uncertainties and
are made pursuant to the safe harbor provisions of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and other related
federal securities laws. Forward-looking statements by their nature
address matters that are, to different degrees, uncertain,
including information about Independent Bank Group, Inc.'s
("IBTX"), SouthState Corporation's ("SouthState") or the combined
company's possible or assumed future results of operations,
including its future revenues, income, expenses, provision for
taxes, effective tax rate, earnings (loss) per share and cash
flows, its future capital expenditures and dividends, its future
financial condition and changes therein, including changes in
IBTX's, SouthState's or the combined company's loan portfolio and
allowance for credit losses, IBTX's, SouthState's or the combined
company's future capital structure or changes therein, the plan and
objectives of management for future operations, IBTX's,
SouthState's or the combined company's future or proposed
acquisitions, the future or expected effect of acquisitions on
IBTX's, SouthState's or the combined company's operations, results
of operations and financial condition, IBTX's, SouthState's or the
combined company's future economic performance and the statements
of the assumptions underlying any such statement. Such statements
are typically, but not exclusively, identified by the use in the
statements of words or phrases such as "aim," "anticipate,"
"estimate," "expect," "goal," "guidance," "intend," "is
anticipated," "is estimated," "is expected," "is intended,"
"objective," "plan," "projected," "projection," "will affect,"
"will be," "will continue," "will decrease," "will grow," "will
impact," "will increase," "will incur," "will reduce," "will
remain," "will result," "would be," variations of such words or
phrases (including where the word "could," "may" or "would" is used
rather than the word "will" in a phrase) and similar words and
phrases indicating that the statement addresses some future result,
occurrence, plan or objective. The forward-looking statements that
IBTX and SouthState make are based on their current plans,
estimates, expectations, ambitions and assumptions regarding
IBTX's, SouthState's and the combined company's business, the
economy and other future conditions.
Because forward-looking statements relate to future results and
occurrences, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are beyond the control of IBTX and SouthState. IBTX's,
SouthState's and the combined company's actual results may differ
materially from those contemplated by the forward-looking
statements, which are neither statements of historical fact nor
guarantees or assurances of future performance. Many possible
events or factors could affect IBTX's, SouthState's and the
combined company's future financial results and performance and
could cause those results or performance to differ materially from
those expressed in the forward-looking statements. In addition to
factors previously disclosed in IBTX's and SouthState's reports
filed with the U.S. Securities and Exchange Commission (the "SEC"),
the following factors, among others, could cause actual results to
differ materially from forward-looking statements or historical
performance: (1) the occurrence of any event, change or other
circumstance that could give rise to the right of one or both of
the parties to terminate the definitive merger agreement between
IBTX and SouthState providing for the acquisition of IBTX by
SouthState (the "Transaction"); (2) the outcome of any legal
proceedings that may be instituted against IBTX or SouthState; (3)
the possibility that the Transaction does not close when expected
or at all because required regulatory, shareholder or other
approvals and other conditions to closing are not received or
satisfied on a timely basis or at all (and the risk that such
approvals may result in the imposition of conditions that could
adversely affect the combined company or the expected benefits of
the Transaction); (4) the risk that the benefits from the
Transaction may not be fully realized or may take longer to realize
than expected, including as a result of changes in, or problems
arising from, general economic and market conditions, interest and
exchange rates, monetary policy, laws and regulations and their
enforcement, and the degree of competition in the geographic and
business areas in which IBTX and SouthState operate; (5) disruption
to the parties' businesses as a result of the announcement and
pendency of the Transaction; (6) 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; (7) the possibility that the Transaction may be
more expensive to complete than anticipated, including as a result
of unexpected factors or events; (8) reputational risk and
potential adverse reactions of IBTX's or SouthState's customers,
suppliers, employees or other business partners, including those
resulting from the announcement or completion of the Transaction;
(9) the dilution caused by SouthState's issuance of additional
shares of its capital stock in connection with the Transaction;
(10) a material adverse change in the financial condition of
SouthState or IBTX; (11) general competitive, economic, political
and market conditions; (12) major catastrophes such as earthquakes,
floods or other natural or human disasters, including infectious
disease outbreaks; (13) the diversion of management's attention and
time from ongoing business operations and opportunities on
merger-related matters; and (14) other factors that may affect
future results of IBTX and SouthState including changes in asset
quality and credit risk, the inability to sustain revenue and
earnings growth, changes in interest rates and capital markets,
inflation, customer borrowing, repayment, investment and deposit
practices, the impact, extent and timing of technological changes,
capital management activities and other actions of the Federal
Reserve Board and legislative and regulatory actions and
reforms.
These factors are not necessarily all of the factors that could
cause IBTX's, SouthState's or the combined company's actual
results, performance or achievements to differ materially from
those expressed in or implied by any of the forward-looking
statements. Other factors, including unknown or unpredictable
factors, also could harm IBTX's, SouthState's or the combined
company's results.
IBTX and SouthState urge you to consider all of these risks,
uncertainties and other factors carefully in evaluating all such
forward-looking statements made by IBTX and/or SouthState. As a
result of these and other matters, including changes in facts,
assumptions not being realized or other factors, the actual results
relating to the subject matter of any forward-looking statement may
differ materially from the anticipated results expressed or implied
in that forward-looking statement. Any forward-looking statement
made in this communication or made by IBTX or SouthState in any
report, filing, document or information incorporated by reference
in this communication, speaks only as of the date on which it is
made. IBTX and SouthState undertake no obligation to update any
such forward-looking statement, whether as a result of new
information, future developments or otherwise, except as may be
required by law. A forward-looking statement may include a
statement of the assumptions or bases underlying the
forward-looking statement. IBTX and SouthState believe that these
assumptions or bases have been chosen in good faith and that they
are reasonable. However, IBTX and SouthState caution you that
assumptions as to future occurrences or results almost always vary
from actual future occurrences or results, and the differences
between assumptions and actual occurrences and results can be
material. Therefore, IBTX and SouthState caution you not to place
undue reliance on the forward-looking statements contained in this
filing or incorporated by reference herein.
If IBTX or SouthState update one or more forward-looking
statements, no inference should be drawn that IBTX or SouthState
will make additional updates with respect to those or other
forward-looking statements. Further information regarding IBTX,
SouthState and factors which could affect the forward-looking
statements contained herein can be found in IBTX's Annual Report on
Form 10-K for the fiscal year ended December
31, 2023 (which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/1564618/000156461824000025/ibtx-20231231.htm),
and its other filings with the SEC, and in SouthState's Annual
Report on Form 10-K for the fiscal year ended December 31, 2023 (which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/764038/000155837024002302/ssb-20231231x10k.htm),
and its other filings with the SEC.
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SOURCE SouthState Corporation