Fri, Apr 18, 3:23 PM (25 days ago)
**Southern States Bancshares, Inc. (SSBK) 2024 10-K/A Amendment Summary** **Financial Performance:** - **Revenue:** Not explicitly stated, but implied through strategic and operational details. - **Net Income:** Not explicitly stated. - **Operating Expenses:** Not explicitly stated. - **Earnings per Share (EPS):** Not explicitly stated. **Strategic Overview:** - **Merger:** Southern States Bancshares, Inc. (SSBK) is merging with FB Financial Corporation (FB Financial), with FB Financial as the surviving corporation. The merger includes a corporate merger and a subsequent bank merger with FirstBank. - **Board and Executive Overview:** The board and executive team are experienced, with diverse backgrounds in banking, finance, law, and business management. - **Corporate Governance:** The board emphasizes high ethical standards, independence, and diversity. Key committees include Audit, Compensation, and Nominating and Corporate Governance. **Future Outlook:** - **Growth Strategy:** The merger aims to enhance market position, expand services, and improve operational efficiency. - **Risk Management:** The board and management are focused on robust risk management practices, including oversight of internal controls and compliance with regulatory requirements. **Risk Factors:** - **Market Risks:** Potential economic downturns, interest rate fluctuations, and competitive pressures. - **Operational Risks:** Dependence on key personnel, regulatory compliance, and technological risks. - **Financial Risks:** Credit risk, liquidity risk, and market risk. **Financial Condition:** - **Market Value:** The aggregate market value of voting and non-voting common equity held by non-affiliates was approximately $226.4 million as of June 28, 2024. - **Shareholder Equity:** As of April 16, 2025, the company had 9,922,708 shares of common stock issued and outstanding. **Market Position Changes:** - **Market Position:** The merger is expected to strengthen the company's market position by leveraging the combined strengths of Southern States Bank and FirstBank. - **Competitive Advantage:** Enhanced service offerings, expanded geographic reach, and improved operational efficiencies. **Executive Compensation:** - **Named Executive Officers:** Mark A. Chambers (CEO and President), Lynn J. Joyce (Senior Executive Vice President, CFO), and Greg B. Smith (Senior Executive Vice President, Chief Risk Officer). - **Compensation Structure:** Includes base salary, bonuses, equity awards, and other benefits. The compensation is designed to attract, motivate, and retain key talent while aligning with performance metrics. **Director Compensation:** - **Cash Fees:** Directors received cash fees for board and committee attendance, with additional grants of stock. - **Stock Awards:** Directors received stock awards based on attendance and other criteria. **Security Ownership:** - **Major Shareholders:** Strategic Value Investors, LP, Davis Asset Management, LP, and The Banc Funds Company, L.L.C. are among the major shareholders. - **Insider Ownership:** Key executives and directors hold significant shares, indicating alignment with shareholder interests. **Related Party Transactions:** - **Legal Services:** Directors Brent D. Hitson and Jay F. Pumroy provide legal services to the company. - **Loans and Investments:** Certain directors and executives have loans and investments with the company, all conducted on arm's length terms. **Audit and Non-Audit Fees:** - **Audit Fees:** $199,891 for 2024. - **Non-Audit Fees:** Includes tax fees and other services, totaling $37,011 for audit-related fees and $11,800 for tax fees in 2024. **Conclusion:** The 10-K/A amendment reflects Southern States Bancshares, Inc.'s strategic initiatives, governance practices, and financial health. The merger with FB Financial is a significant step towards enhancing market position and operational efficiency. The company's focus on risk management, executive compensation, and director independence underscores its commitment to sustainable growth and shareholder value.