Washington, D.C. 20549
NOTES TO FINANCIAL STATEMENTS
December 31, 2016 and 2015
NOTE 1 - DESCRIPTION OF PLAN
The following description of the Retirement
Savings Plan for Employees of Seacoast National Bank (the “Plan”) provides only general information. Eligible employees
who participate should refer to the Plan agreement for a more complete description of the Plan’s provisions.
General
: The Plan is a defined contribution
plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA) and was formed effective
January 1, 1983. The Plan, which has subsequently been amended and restated in order to continue the qualification of the Plan
under Internal Revenue Service (IRS) Regulations, permits employees to make salary deferrals, provide employer matching contributions
and includes loan provisions. The Plan is made available to all eligible employees of Seacoast National Bank, its subsidiaries
and affiliates (the “Bank” or “Employer”) who have at least 90 days of service.
The Plan has contracted with BMO Harris
Bank N.A. (“BMO”) to act as custodian under the plan and One America Retirement Services LLC (“One America”)
as record keeper under the Plan and therefore BMO and One America are each a party-in-interest to the Plan. Under the contract
with BMO and One America, Plan participants are offered a choice of various investment options and allowed to change their investment
options daily.
Participant Accounts
: Each participant’s
account is credited with participant salary deferrals and an allocation of matching contributions, profit-sharing contributions
and retirement contributions by the Employer, and earnings, and is charged with his or her withdrawals and an allocation of administrative
expenses and losses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant
is entitled is the benefit that can be provided from the participant’s vested account. Each participant directs the investment
of their account to any of the investment options available under the Plan, which includes mutual funds, the collective trust fund
and common stock of Seacoast Banking Corporation of Florida (Company), the parent company of the Bank.
Participant Contributions
: Each
participant may voluntarily contribute to the Plan up to a maximum of 75% of annual eligible compensation. Participants can also
elect to make Roth 401(k) contributions to the Plan by means of payroll deduction. Participant contributions were subject to an
overall annual limitation of $18,000 for 2016. If a participant is eligible for the Plan and is age 50 or over, the participant
is eligible to make an additional catch up contribution up to maximum IRS limits ($6,000 in 2016). The Plan includes an automatic
contribution arrangement that applies to new participants or rehired participants. Plan participant salary deferrals less than
5% are automatically increased 1% at the beginning of each plan year until the 5% threshold is met.
Employer Contributions
: The Plan
was amended effective January 1, 2014 to become a safe harbor plan and provide a safe harbor match contribution. The matching contribution
is subject to certain eligibility requirements as defined by the Plan and is equal to 100% of the first 3% of base compensation
and 50% of the next 2% of base compensation that a participant contributes to the Plan for the year ended December 31, 2016.
The Plan provides for a discretionary retirement
contribution by the Bank on behalf of each participant who completed at least 1,000 hours of service during the Plan year and who
is employed on the last day of the Plan year or who had a termination of employment during the Plan year due to death, disability
or retirement. For the year ended December 31, 2016, the Bank’s discretionary retirement contribution was suspended for all
participants.
On October 21, 2016, the board of directors
approved an amendment to redefine eligibility for the Bank’s non-elective profit sharing contribution; effective January
1, 2017, the contribution will only be allocated to eligible participants with compensation of $75,000 or less. For the year ended
December 31, 2016, there was no non-elective profit sharing contribution paid by the Bank.
(Continued)
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
SEACOAST NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS
December 31, 2016 and 2015
Vesting
: Participants are immediately
vested in their voluntary contributions and the Employer matching contribution. Discretionary retirement and non-elective profit
sharing contributions vest at a rate of 25% per year of service. However, if a participant retires, dies or becomes disabled the
participant’s account becomes 100% vested.
Payment of Benefits
: Withdrawals
from the Plan may be made when the participant reaches age 59½, terminates employment, dies, becomes disabled or experiences
financial hardship, as defined. Generally, vested Plan benefits not exceeding $1,000 are distributed to participants in a single
lump-sum payment after employment with the Bank is terminated. If a terminated participant’s benefits exceed $1,000, the
individual may elect to receive a rollover, lump sum payment or installments. If the terminated participant maintained a portion
of their funds in the Company common stock, a portion of the distribution may be made in shares of common stock.
Notes Receivable from Participants
:
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $20,000 or 50 percent of their vested account
balance, whichever is less. The loans are secured by the balance in the participant's account and bear interest at the prime rate
as determined quarterly by BMO. Principal and interest are paid through payroll deductions and are paid back over a period not
to exceed five years.
Forfeitures
: Forfeitures are created
when participants terminate participation in the Plan before becoming fully vested in the Employer’s contributions under
the Plan. Forfeited amounts are used to reduce future Employer contributions or administration expenses. Remaining forfeitures
at December 31, 2016 and 2015 totaled approximately $2,988 and $19,300, respectively. For the year ended December 31, 2016, $19,273
in forfeitures were utilized to offset expenses.
Administrative and Investment Management
Fees
: Loan origination fees associated with notes receivable from participants and the Plan’s record keeping and custodian
fees are paid by the Plan and are reflected in the financial statements as administrative expenses of the Plan. Investment management
fees are charged to the Plan as a reduction of investment return and included in the investment income (loss) reported by the Plan.
All other expenses of the Plan are paid by the Bank.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
The following is a summary of significant
accounting policies followed by the Plan.
Basis of Accounting
: The Plan’s
financial statements are prepared on the accrual basis in accordance with accounting principles generally accepted in the United
States of America (“US GAAP”), and reflect management’s estimates and assumptions, such as those regarding fair
value, that affect the recorded amounts.
Investment Valuation and Income Recognition
:
The Plan’s investments are stated at fair value. Fair value is defined as the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price).
See Note 4 for further discussion related to fair value measurements.
Purchases and sales of securities are recorded
on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation
(depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
(Continued)
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
SEACOAST NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS
December 31, 2016 and 2015
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Notes Receivable from Participants
:
Notes receivable from participants are reported at their unpaid principal balance plus any accrued but unpaid interest, with no
allowance for credit losses, as repayments of principal and interest are received through payroll deductions and the notes are
collateralized by the participants' account balances.
Payment of Benefits
: Benefits are
recorded when paid.
Use of Estimates
: The preparation
of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Significant estimates
are the valuation of investments held by the Plan. Actual results could differ from those estimates.
Risks and Uncertainties
: The Plan
invests in various investments including Company common stock. Investments are exposed to various risks such as interest rate,
market, liquidity, and credit risks. Due to the level of risk associated with certain investments and the sensitivity of certain
fair value estimates to changes in valuation assumptions, it is at least reasonably possible that changes in the values of investments
will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported
in the Statements of Net Assets Available for Benefits.
Recently Issued Accounting Pronouncements
:
During 2016, the Plan adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”)
2015-12
Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and
Welfare Benefit Plans (Topic 965): Part I – Fully Benefit-Responsive Investment Contracts, Part II – Plan Investment
Disclosures, Part III – Measurement-Date Practical Expedient
(ASU 2015-12) and Accounting Standards Update No. 2015-07,
Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share
(or Its Equivalent)
(ASU 2015-07), both of which required that certain 2015 balances be reclassified and related disclosures
revised to conform to the 2016 presentation. The adoption of these standards had no effect on the Plan’s net assets available
for benefits or changes therein. However, “Investments, at fair value” was reduced by $4,880 from the amount previously
reported as of December 31, 2015, and the “Adjustment from fair value to contract value for collective trust” of $4,880
was eliminated.
(Continued)
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
SEACOAST NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS
December 31, 2016 and 2015
NOTE 3 - RIGHTS UPON PLAN TERMINATION
Although it has not expressed any intent
to do so, the Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject
to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their Employer contributions
and earnings thereon.
NOTE 4 – FAIR VALUE MEASUREMENTS
Fair value is the price that would be received
by the Plan for an asset or paid by the Plan to transfer a liability (an exit price) in an orderly transaction between market participants
on the measurement date in the Plan’s principal or most advantageous market for the asset or liability. Fair value measurements
are determined by maximizing the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities
(level 1 inputs) and gives the lowest priority to unobservable inputs (level 3 inputs). The three levels of inputs within the fair
value hierarchy are defined as follows:
|
Level 1:
|
Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Plan has the ability to access as of the measurement date.
|
|
Level 2:
|
Significant other observable inputs other than level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
|
|
Level 3:
|
Significant unobservable inputs that reflect the Plan’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
|
In some cases a valuation technique used
to measure fair value may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input
determines the placement of the entire fair value measurement in the hierarchy.
The following are descriptions of the valuation
methods and assumptions used by the Plan to estimate the fair values of its investments.
Company common stock:
Valued at
the closing price reported on the active market on which the securities are traded (level 1 input).
Mutual funds:
Valued at the daily
closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the U.S.
Securities and Exchange Commission. These funds are required to publish their daily net asset value and to transact at that price.
The mutual funds held by the Plan are deemed to be actively traded (level 1 inputs).
Stable value collective trust fund:
The BMO Employee Benefit Stable Principal Fund invests in conventional and synthetic investment contracts issued by life insurance
companies, banks, and other financial institutions, with the objective of maintaining safety of principal while generating a level
of current income generally exceeding that of a money market fund. The fair values of participation units in the fund are based
upon the daily net asset values of such fund. The net asset value is used as a practical expedient to estimate fair value. The
fund maintains cash, internal cash flow and a maturity ladder of investments to offset cash withdrawals. The fund provides for
daily redemptions by the Plan at reported net asset value per share, with no notification requirements. The fund managers may limit
withdrawals in order to maintain sufficient liquidity.
(Continued)
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
SEACOAST NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS
December 31, 2016 and 2015
NOTE 4 – FAIR VALUE MEASUREMENTS
(Continued)
The methods described above may produce a fair value calculation
that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its
valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions
to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting
date.
Investments are measured at fair value on a recurring basis,
as summarized below:
|
|
Fair Value Measurements
at December 31, 2016
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
Investments in the fair value hierarchy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seacoast Banking Corporation common stock
|
|
$
|
3,316,787
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
3,316,787
|
|
Mutual funds
|
|
|
39,465,154
|
|
|
|
0
|
|
|
|
0
|
|
|
|
39,465,154
|
|
Investments measured at net asset value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BMO Employee Benefit Stable Principal Fund
1
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,129,886
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
42,781,941
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
47,911,827
|
|
(Continued)
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
SEACOAST NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS
December 31, 2016 and 2015
NOTE 4 – FAIR VALUE MEASUREMENTS
(Continued)
|
|
Fair Value Measurements
at December 31, 2015
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
Investments in the fair value hierarchy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seacoast Banking Corporation common stock
|
|
$
|
2,041,235
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
2,041,235
|
|
Mutual funds
|
|
|
33,104,124
|
|
|
|
0
|
|
|
|
0
|
|
|
|
33,104,124
|
|
Investments measured at net asset value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BMO Employee Benefit Stable Principal Fund
1
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,496,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
35,145,359
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
40,642,334
|
|
1
In accordance with Subtopic 820-10, certain investments
that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified
in the fair value hierarchy. The fair value amounts presented in these tables are intended to permit reconciliation of the fair
value hierarchy to the amounts presented in the statement of net assets available for benefits.
There were no transfers between levels during 2016 or 2015.
NOTE 5 - INCOME TAX STATUS
The IRS has determined and informed the
Bank, by letter dated January 27, 2015, that the Plan is designed in accordance with the applicable sections of the Internal Revenue
Code (IRC) and therefore is exempt from Federal income taxes. Although the Plan has been amended since receiving the letter, Plan
management believes that the Plan is designed and being operated in compliance with the applicable requirements of the IRC. Therefore,
no provision for income taxes has been included in the Plan’s financial statements.
US GAAP requires plan management to evaluate
tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more
likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken
by the Plan, and has concluded that as of December 31, 2016 and 2015, there are no uncertain tax positions taken or expected to
be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject
to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator
believes it is no longer subject to income tax examinations for years prior to 2013.
(Continued)
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
SEACOAST NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS
December 31, 2016 and 2015
NOTE 6 - PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under Department
of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, the Employer, and certain others. The
Plan holds units of a collective trust account managed by BMO Harris Bank N.A., the Plan trustee, and mutual funds managed by BMO
Harris, which qualify as party-in-interest investments. The Plan’s payments of trustee fees to BMO qualify as party-in-interest
transactions. The Plan also holds shares of Company common stock. At December 31, 2016 and 2015, the Plan held 150,353 and 136,264
shares, respectively, of the Company’s common stock with a fair value of $3,316,787 and $2,041,235, respectively. Notes receivable
from participants also reflect party-in-interest transactions. Certain administrative functions are performed by officers or employees
of the Bank. No such officer or employee receives compensation from the Plan. Certain administrative expenses of the Plan are paid
directly by the Bank.
NOTE 7 - RECONCILIATION OF FINANCIAL
STATEMENTS TO FORM 5500
The following is a reconciliation of net
assets available for benefits per the financial statements at December 31 to the Form 5500:
|
|
2016
|
|
2015
|
|
|
|
|
|
Net assets available for benefits per the financial statements
|
|
$
|
48,119,277
|
|
|
$
|
43,286,109
|
|
Transfers in – Plan Merger (Note 8)
|
|
|
0
|
|
|
|
(2,004,661
|
)
|
Adjustment to net asset value of collective trust
|
|
|
0
|
|
|
|
4,880
|
|
Net assets per the Form 5500
|
|
$
|
48,119,277
|
|
|
$
|
41,286,328
|
|
The following is a reconciliation of the
net increase in net assets available for benefits before transfers for the year ended December 31, 2016 per the financial
statements to the net income reported in the 2016 Form 5500:
Net increase per the financial statements
|
|
$
|
4,833,168
|
|
|
|
|
|
Transfers in – Plan Merger (Note 8)
|
|
|
(33,435
|
)
|
|
|
|
|
Adjustment to net asset value of collective trust
|
|
|
(4,880
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per the Form 5500
|
|
$
|
4,794,853
|
|
|
|
|
|
(Continued)
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
SEACOAST NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS
December 31, 2016 and 2015
NOTE 8 – PLAN MERGERS / ACQUISITIONS
On June 3, 2016, the Company acquired the Orlando (Florida)
operations of BMO Harris (“BMO”). Former employees of BMO who met the minimum age and service conditions were eligible
to participate in the Retirement Savings Plan for Employees of Seacoast National Bank on July 1, 2016, the next monthly entry date.
On March 11, 2016, the Company acquired Floridian Financial
Group, Inc. (“Floridian”), including its subsidiary bank Floridian Bank. Floridian had sponsored a 401(k) plan. Floridian’s
plan assets were held with Federated Investors Trust Company. Prior to acquisition, Floridian’s 401k was terminated and plan
assets were distributed to the plan’s participants. Former employees of Floridian who met the minimum age and service conditions
were eligible to participate in the Retirement Savings Plan for Employees of Seacoast National Bank on March 12, 2016.
On July 17, 2015 the Company acquired Grand
Bankshares, Inc. (“Grand”), including its subsidiary bank Grand Bank and Trust of Florida. Grand had sponsored a 401(k)
plan, of which Seacoast National Bank became the new plan sponsor on July 17, 2015. Grand’s plan assets were held with The
Standard (Standard Retirement Services). Effective December 31, 2015 the Grand plan was merged with the Seacoast Plan and those
assets became assets of the Plan as of the close of business on that date. Those assets totaling approximately $2.00 million were
liquidated and held as non-interest bearing cash and were transferred to BMO on January 4, 2016. In addition, Grand participant
loans totaling $33,435 were transferred to BMO on January 11, 2016.
SUPPLEMENTAL SCHEDULE
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
SEACOAST NATIONAL BANK
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
December 31, 2016
Name of plan sponsor
|
Seacoast National Bank
|
Employer identification number
|
59-0193820
|
Three digit plan number
|
002
|