UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K/A
Amendment No. 1
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) |
For the fiscal year ended December
31, 2014
OR
| ¨ | TRANSACTION REPORT PURSUANT TO SECTION
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) |
For the transition period from_________to
Commission File Number 001-13660
| A. | Full title of plan and the address of the plan, if different from that of the issuer named below: |
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF
SEACOAST NATIONAL BANK
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive
office: |
SEACOAST BANKING CORPORATION OF FLORIDA
815 COLORADO AVENUE
STUART, FL 34994
EXPLANATORY NOTE
This Amendment No. 1 on Form 11-K/A (the
“Form 11-K/A”) amends the Annual Report on Form 11-K for the fiscal year ended December 31, 2014, relating to the Retirement
Savings Plan for Employees of Seacoast National Bank (the “Plan”), that was filed with the Securities and Exchange
Commission on June 26, 2015 (the “Original Filing”). This Form 11-K/A is being filed solely to add new information
to the discussion of party-in interest transactions included in Note 10 to the audited financial statements of the Plan contained
herein. As discussed in more detail in Note 10, advisory fee credits for 2012, 2013 and 2014 were returned from BMO Funds due to
its use of affiliated managers, and such fees were allocated to participants in the Plan on June 11, 2015. In addition, a new consent
of the independent registered public accounting firm is filed as Exhibit 23.1 to this Form 11-K/A.
This Form 11-K/A speaks as of the filing
date of the Original Filing, except for the accounting firm’s consent (Exhibit 23.1), which speaks as of the filing date
of this Form 11-K/A. Except as described above, no other changes have been made to the Original Filing, and this Form 11-K/A does
not otherwise amend, update or change the financial statements or disclosures in the Original Filing. This Form 11-K/A should be
read in conjunction with the Original Filing and our other filings with the SEC.
RETIREMENT SAVINGS PLAN FOR
EMPLOYEES OF SEACOAST NATIONAL BANK
FINANCIAL STATEMENTS
December 31, 2014 and 2013
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
SEACOAST NATIONAL BANK
Stuart, Florida
FINANCIAL STATEMENTS
December 31, 2014 and 2013
CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Participants and Administrator of
the
Retirement Savings Plan for Employees of
Seacoast National Bank
Stuart, Florida
We have audited the accompanying statements
of net assets available for benefits of Retirement Savings Plan for Employees of Seacoast National Bank (the Plan) as of December
31, 2014 and 2013, and the related statement of changes in net assets available for benefits for the year ended December 31, 2014.
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31,
2014 and 2013, and the changes in net assets available for benefits for the year ended December 31, 2014 in conformity with U.S.
generally accepted accounting principles.
As further described in Note 9 to the financial
statements, effective December 31, 2014, the BankFIRST 401(k) Plan was merged into the Plan.
As discussed in Note 10, the financial
statements have been restated to include disclosures regarding a prohibited transaction. In addition, supplemental Schedule G,
Part III – Nonexempt Transactions has now been included as an attachment to the financial statements.
The supplemental Schedule G, Part III –
Nonexempt Transactions and Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of and for the year ended December
31, 2014 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements.
The supplemental schedules are the responsibility of the Plan’s management. Our audit procedures included determining whether
the information presented in the supplemental schedules reconciles to the financial statements or the underlying accounting and
other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the
supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules,
including the form and content, are presented in conformity with the Department of Labor’s Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedules are fairly
stated in all material respects in relation to the financial statements as a whole.
|
|
|
/s/Crowe Horwath LLP |
|
Crowe Horwath LLP |
South Bend, Indiana
June 26, 2015 except for the
supplemental Schedule G, Part III –
Nonexempt Transactions and Note 10
as to which the date is October 15, 2015.
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
SEACOAST NATIONAL BANK
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2014 and 2013
| |
2014 | | |
2013 | |
ASSETS | |
| | | |
| | |
Investments, at fair value (Note 4) | |
| | | |
| | |
Mutual funds | |
$ | 29,244,876 | | |
$ | 20,995,169 | |
Collective trusts | |
| 3,521,460 | | |
| 10,721,576 | |
Company common stock | |
| 1,834,580 | | |
| 1,624,479 | |
| |
| 34,600,916 | | |
| 33,341,224 | |
| |
| | | |
| | |
Receivables | |
| | | |
| | |
Employer contributions | |
| 352,025 | | |
| 517,230 | |
Participant contributions | |
| 83,581 | | |
| 60,158 | |
Notes receivable from participants | |
| 195,573 | | |
| 235,922 | |
Accrued dividends and interest | |
| 6,328 | | |
| 7,442 | |
| |
| 637,507 | | |
| 820,752 | |
| |
| | | |
| | |
Non-interest bearing cash (Note 9) | |
| 3,798,829 | | |
| - | |
| |
| | | |
| | |
Total assets | |
| 39,037,252 | | |
| 34,161,976 | |
| |
| | | |
| | |
LIABILITIES | |
| | | |
| | |
Pending Trades | |
| - | | |
| 74,074 | |
Excess contributions | |
| - | | |
| 20,965 | |
| |
| | | |
| | |
Total liabilities | |
| - | | |
| 95,039 | |
| |
| | | |
| | |
NET ASSETS REFLECTING ALL INVESTMENTS AT FAIR VALUE | |
| 39,037,252 | | |
| 34,066,937 | |
| |
| | | |
| | |
Adjustment from fair value to contract value for interest in collective trust relating to fully benefit-responsive contracts | |
| (32,556 | ) | |
| (13,972 | ) |
| |
| | | |
| | |
NET ASSETS AVAILABLE FOR BENEFITS | |
$ | 39,004,696 | | |
$ | 34,052,965 | |
See accompanying notes
to financial statements.
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
SEACOAST NATIONAL BANK
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS
Year ended December 31, 2014
Additions to net assets attributed to: | |
| | |
Investment income | |
| | |
Dividends and interest | |
$ | 562,687 | |
Net appreciation in fair value of investments | |
| 2,286,031 | |
| |
| 2,848,718 | |
| |
| | |
Interest income on notes receivable from participants | |
| 248 | |
| |
| | |
Contributions | |
| | |
Employer’s | |
| 1,149,563 | |
Participants’ | |
| 1,724,859 | |
Rollover | |
| 415,673 | |
| |
| 3,290,095 | |
Total additions | |
| 6,139,061 | |
| |
| | |
Deductions from net assets attributed to: | |
| | |
Benefits paid to participants | |
| 4,911,467 | |
Administrative fees | |
| 54,451 | |
Total deductions | |
| 4,965,918 | |
| |
| | |
Net increase before transfers | |
| 1,173,143 | |
| |
| | |
Transfers in – Plan merger (Note 9) | |
| 3,778,588 | |
| |
| | |
Net assets available for benefits | |
| | |
Beginning of year | |
| 34,052,965 | |
| |
| | |
End of year | |
$ | 39,004,696 | |
See accompanying notes to financial statements.
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
SEACOAST NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
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 (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 trustee and recordkeeper under the Plan and therefore BMO is a party in interest to the Plan. Under the
contract with BMO, 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 is charged with his or her withdrawals and an allocation of administrative expenses.
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, collective trust funds 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 $17,500 for 2014. 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 ($5,500 in 2014). The Plan includes an automatic
contribution arrangement that applies to new participants or rehired participants.
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, 2014.
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, 2014, the Bank’s discretionary retirement contribution was 1% of eligible
participant compensation.
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.
(Continued)
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF |
SEACOAST NATIONAL BANK |
NOTES TO FINANCIAL STATEMENTS |
December 31, 2014 and 2013 |
|
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.
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.
Administrative and Investment Management
Fees: Loan origination fees associated with notes receivable from participants and the Plan’s record keeping and trustee
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.
(Continued)
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF |
SEACOAST NATIONAL BANK |
NOTES TO FINANCIAL STATEMENTS |
December 31, 2014 and 2013 |
|
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
The following is a summary of significant
accounting policies followed by the Plan in preparation of the financial statements.
Basis of Accounting: The Plan’s
financial statements are prepared on the accrual basis in accordance with U.S. generally accepted accounting principles, and reflect
management’s estimates and assumptions, such as those regarding fair value, that affect the recorded amounts.
Investment Valuation and Income Recognition:
While Plan investments are presented at fair value in the statement of net assets available for benefits; any material difference
between the fair value of the Plan’s direct and indirect interests in fully benefit-responsive investment contracts and their
contract value is presented as an adjustment line in the statement of net assets available for benefits, because contract value
is the relevant measurement attribute for that portion of the Plan’s net assets available for benefits. Contract value represents
contributions made to a contract, plus earnings, less participant withdrawals and administrative expenses. Participants in fully
benefit-responsive contracts may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract
value. The Plan holds an indirect interest in such contracts through its investment in a stable value fund.
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.
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.
Excess Contributions: For 2014,
the plan met “Safe Harbor” guidelines, which entails meeting certain contribution vesting and notice requirements.
Refunds of excess contributions are no longer required under these guidelines.
For 2013, refunds of excess participant
deferral contributions were required to satisfy the relevant nondiscrimination provisions of the Plan. Such refunds were accrued
as a liability and reduction in contributions in the Plan year in which the excess deferrals were made to the Plan.
Use of Estimates: The preparation
of financial statements in conformity with United States (U.S.) generally accepted accounting principles (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.
(Continued)
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF |
SEACOAST NATIONAL BANK |
NOTES TO FINANCIAL STATEMENTS |
December 31, 2014 and 2013 |
|
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
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 - INVESTMENTS
The fair value of individual investments that represent 5% or
more of the Plan's net assets available for benefits as of December 31, 2014 and 2013 are as follows:
| |
2014 | | |
2013 | |
Collective Trusts | |
| | | |
| | |
* BMO Growth Balanced Fund | |
$ | - | | |
$ | 4,729,527 | |
| |
| | | |
| | |
* BMO Employee Benefit Stable Principal Fund, | |
| | | |
| | |
(Contract values: 2014- $3,488,904; 2013- $4,883,443) | |
| 3,521,460 | | |
| 4,897,415 | |
| |
| | | |
| | |
Mutual Funds | |
| | | |
| | |
Vanguard Institutional Index Fund | |
| 9,775,855 | | |
| 9,748,763 | |
Dodge & Cox Stock Fund | |
| 2,159,894 | | |
| 1,899,973 | |
T Rowe Price Growth Stock Fund | |
| 2,222,731 | | |
| 1,860,724 | |
* BMO Balanced Allocation Fund ** | |
| 3,593,545 | | |
| - | |
| * | Represents a party in interest to the Plan |
During 2014, the Plan’s investments
(including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $2,286,031
as follows:
Company common stock | |
$ | 229,263 | |
Collective trusts | |
| 242,314 | |
Mutual funds | |
| 1,814,454 | |
| |
| | |
| |
$ | 2,286,031 | |
(Continued)
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF |
SEACOAST NATIONAL BANK |
NOTES TO FINANCIAL STATEMENTS |
December 31, 2014 and 2013 |
|
NOTE 5 – 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.
Mutual funds and Company common stock:
The fair values of mutual fund investments and Company common stock are determined by obtaining quoted prices on nationally recognized
securities exchanges (level 1 inputs).
Collective trusts: During 2014,
the diversified income, growth balanced, and diversified stock funds were liquidated from the Plan and replaced by mutual funds.
The remaining collective trust is the stable value fund.
Prior to liquidation, fair values of participation
units held in collective trusts were based on their net asset values, as reported by the fund managers as of the financial statement
date and as supported by the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement
date (level 2 inputs). The investment objectives and underlying investments of these collective trusts varied. The investment assets
of the diversified income, growth balanced, and diversified stock funds consisted of money market, stable principal, domestic and
international bond, small, mid and large-capitalization domestic stock and international stock funds. The diversified funds allocated
a maximum of 30% and the growth balance fund allocated between 50% and 70% of its assets to equity securities. Each collective
trust provided daily redemptions by the Plan at reported net asset values per share, with no advance notice requirement.
(Continued)
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF |
SEACOAST NATIONAL BANK |
NOTES TO FINANCIAL STATEMENTS |
December 31, 2014 and 2013 |
|
NOTE 5 – FAIR VALUE MEASUREMENTS (Continued)
Collective trust stable value fund:
The fair values of participation units in the stable value collective trust are based upon the net asset values of such fund, after
adjustments to reflect all fund investments at fair value, including direct and indirect interests in fully benefit-responsive
contracts, as reported in the audited financial statements of the fund (level 2 inputs). The 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 fund provides
for daily redemptions by the Plan at reported net asset value per share, with no notification requirements.
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, 2014 | |
| |
Quoted Prices in | | |
Significant | |
| |
Active Markets | | |
Other | |
| |
for Identical | | |
Observable | |
| |
Assets | | |
Inputs | |
| |
(Level 1) | | |
(Level 2) | |
Investments: | |
| | | |
| | |
Seacoast Banking Corporation common stock | |
$ | 1,834,580 | | |
$ | - | |
Mutual funds, categorized by nature of underlying investments: | |
| | | |
| | |
Small, mid and large-cap growth funds | |
| 3,812,285 | | |
| - | |
Mid, large and international multi-cap core funds | |
| 1,182,719 | | |
| - | |
Small-cap value funds | |
| 655,339 | | |
| - | |
Mid and large-cap value | |
| 9,157,360 | | |
| - | |
S&P 500 index objective funds | |
| 9,775,855 | | |
| - | |
Bond funds | |
| 1,118,415 | | |
| - | |
Money market funds | |
| 81,867 | | |
| - | |
Target date funds, 2010 to 2030 | |
| 2,361,327 | | |
| - | |
Target date funds, 2040 to 2050 | |
| 1,099,709 | | |
| - | |
Collective trusts, categorized by nature of
underlying investments: | |
| | | |
| | |
Stable value funds | |
| - | | |
| 3,521,460 | |
| |
| | | |
| | |
| |
$ | 31,079,456 | | |
$ | 3,521,460 | |
There were no transfers between levels during 2014.
(Continued)
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF |
SEACOAST NATIONAL BANK |
NOTES TO FINANCIAL STATEMENTS |
December 31, 2014 and 2013 |
|
NOTE 5 – FAIR VALUE MEASUREMENTS (Continued)
| |
Fair Value Measurements | |
| |
at December 31, 2013 | |
| |
Quoted Prices in | | |
Significant | |
| |
Active Markets | | |
Other | |
| |
for Identical | | |
Observable | |
| |
Assets | | |
Inputs | |
| |
(Level 1) | | |
(Level 2) | |
Investments: | |
| | | |
| | |
Seacoast Banking Corporation common stock | |
$ | 1,624,479 | | |
$ | - | |
Mutual funds, categorized by nature of underlying investments: | |
| | | |
| | |
Small, mid and large-cap growth funds | |
| 3,188,224 | | |
| - | |
Mid, large and international multi-cap core funds | |
| 5,267,070 | | |
| - | |
Small-cap value funds | |
| 660,537 | | |
| - | |
S&P 500 index objective funds | |
| 9,748,763 | | |
| - | |
Bond funds | |
| 975,423 | | |
| - | |
Money market funds | |
| 78,381 | | |
| - | |
Target date funds, 2010 to 2030 | |
| 850,219 | | |
| - | |
Target date funds, 2040 to 2050 | |
| 226,552 | | |
| - | |
Collective trusts, categorized by nature of underlying investments: | |
| | | |
| | |
Stable value funds | |
| - | | |
| 4,897,415 | |
Diversified income funds | |
| - | | |
| 254,212 | |
Growth balanced funds | |
| - | | |
| 4,729,527 | |
Diversified stock funds | |
| - | | |
| 840,422 | |
| |
$ | 22,619,648 | | |
$ | 10,721,576 | |
There were no transfers between levels during 2013.
NOTE 6 - INCOME TAX STATUS
The Internal Revenue Service has determined
and informed the Bank by letter dated July 31, 2012 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. The plan administrator believes that the Plan is
designed and is currently 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.
U.S. 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, 2014 and 2013, 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 2011.
(Continued)
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF |
SEACOAST NATIONAL BANK |
NOTES TO FINANCIAL STATEMENTS |
December 31, 2014 and 2013 |
|
NOTE 7 - 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 collective trust accounts 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, 2014 and 2013, the plan held 133,424 and 133,154
shares, respectively, of the Company’s common stock with a fair value of $1,834,580 and $1,624,479, 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 8 - 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:
| |
2014 | | |
2013 | |
| |
| | |
| |
Net assets available for benefits | |
| | | |
| | |
per the financial statements | |
$ | 39,004,696 | | |
$ | 34,052,965 | |
Transfers in – Plan Merger (Note 9) | |
| (3,778,588 | ) | |
| | |
Unreconciled variance to Form 5500 | |
| 4,077 | | |
| | |
Excess contributions payable to participants | |
| - | | |
| 20,965 | |
| |
| | | |
| | |
Net assets per the Form 5500 | |
$ | 35,226,108 | | |
$ | 34,078,007 | |
The following is a reconciliation of the
net increase in net assets available for benefits before transfers for the year ended December 31, 2014 per the financial
statements to the net income reported in the 2014 Form 5500:
Net increase per the financial statements before transfers | |
$ | 1,173,143 | |
| |
| | |
Change in unreconciled variance | |
| (4,077 | ) |
Change in excess contributions payable | |
| (20,965 | ) |
| |
| | |
Net income per the Form 5500 | |
$ | 1,148,101 | |
NOTE 9 – PLAN MERGER
On October 1, 2014 the Company acquired
The BANKshares Inc., including its subsidiary bank BankFIRST. BankFIRST’s plan assets were held with Principal Financial
Group. Effective December 31, 2014 the BankFIRST plan was merged with the Plan and those assets became assets of the Plan as of
that date. Those assets totaling approximately $3.78 million were liquidated and held as non-interest bearing cash and were transferred
to BMO on January 2, 2015.
(Continued)
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF |
SEACOAST NATIONAL BANK |
NOTES TO FINANCIAL STATEMENTS |
December 31, 2014 and 2013 |
|
NOTE 10 – RESTATEMENT
The Plan’s financial statements have
been restated to include disclosure of the following prohibited transactions. This restatement did not have an impact on the Plan’s
net assets available for benefits or changes therein. Effective January 1, 2012, BMO Funds hired affiliated managers to manage
a portion of the BMO Funds’ international and global funds. Because BMO serves as an investment fiduciary in the decision
to invest specific BMO funds, ERISA clients so invested should receive an advisory fee credit. This did not occur as intended in
2012, 2013, and 2014, resulting in prohibited transactions. The affected funds were the collective trust fund MAAPS (Managed Asset
Allocation Portfolios), until their conversion to mutual funds in August, 2013 and May, 2014. The error was discovered in late
2014. BMO returned the fund revenues that were inadvertently retained, with interest, on May 29, 2015, and individual participants
were credited as per the Plan Administrator’s instructions on June 11, 2015.
SUPPLEMENTAL SCHEDULES
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
SEACOAST NATIONAL BANK
SCHEDULE G, Part III – NONEXEMPT TRANSACTIONS
December 31, 2014
Name of plan sponsor |
Seacoast National Bank |
Employer identification number |
59-0193820 |
Three digit plan number |
002 |
|
|
(b) |
|
|
|
|
|
|
(a)
Identity of
party involved |
|
Relationship
to plan,
employee or
other party-
in-interest |
|
(c)
Description of transaction
including maturity date, rate
of interest, collateral, par or
maturity value |
|
(d)
Purchase
Price |
|
(e)
Selling price |
|
|
|
|
|
|
|
|
|
BMO Harris Bank N.A. |
|
Trustee |
|
Failure to deposit sub advisory revenue to plan; corrected in 2015 – deposited revenue and interest |
|
2389 |
|
|
(f)
Lease rental |
|
(g)
Transaction
Expenses |
|
(h)
Cost of asset |
|
(i)
Current
value of
asset |
|
(j)
Net gain (or
loss) on each
transaction |
|
|
|
|
|
|
|
|
|
|
|
|
|
2389 |
|
2533 |
|
144 |
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
SEACOAST NATIONAL BANK
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
December 31, 2014
Name of plan sponsor |
Seacoast National Bank |
Employer identification number |
59-0193820 |
Three digit plan number |
002 |
| |
| |
(c) | |
| |
| |
| |
| |
Description of Investment | |
| |
| |
| |
(b) | |
Including Maturity Date, | |
| |
| |
| |
Identity of Issue, | |
Rate of Interest, | |
| |
(e) | |
| |
Borrower, Lessor, | |
Collateral, Par or | |
(d) | |
Current | |
(a) | |
or Similar Party | |
Maturity Value | |
Cost | |
Value | |
| |
| |
| |
| |
| |
| |
Mutual funds | |
| |
| |
| | |
| |
Vanguard Funds | |
Vanguard Small Cap Index Fund | |
** | |
$ | 85,061 | |
| |
| |
| |
| |
| | |
| |
T Rowe Price | |
T Rowe Price New Horizons Fund | |
** | |
| 381,061 | |
| |
| |
| |
| |
| | |
| |
Janus Funds | |
Janus Enterprise Fund | |
** | |
| 1,208,493 | |
| |
| |
| |
| |
| | |
| |
TIAA-Cref. | |
TIAA-CREF Institutional Mid Cap Value Fund | |
** | |
| 1,561,501 | |
| |
| |
| |
| |
| | |
| |
T Rowe Price | |
T Rowe Price Growth Stock Fund | |
** | |
| 2,222,731 | |
| |
| |
| |
| |
| | |
| |
Vanguard Funds | |
Vanguard Total Intl. Stk. Index Fund Signal | |
** | |
| 1,100,236 | |
| |
| |
| |
| |
| | |
| |
Vanguard Funds | |
Vanguard Institutional Index Fund | |
** | |
| 9,775,855 | |
| |
| |
| |
| |
| | |
* | |
BMO Harris | |
BMO Prime Money Market Fund | |
** | |
| 81,867 | |
| |
| |
| |
| |
| | |
| |
Dodge & Cox | |
Dodge & Cox Stk Fd Com #145 | |
** | |
| 2,159,894 | |
| |
| |
| |
| |
| | |
| |
Dodge & Cox | |
Dodge & Cox International Stock | |
** | |
| 8,897 | |
| |
| |
| |
| |
| | |
| |
PIMCO Funds | |
PIMCO Total Return Fund | |
** | |
| 361,983 | |
| |
| |
| |
| |
| | |
| |
Delaware Funds | |
Delaware Small Cap Value | |
** | |
| 570,278 | |
| |
| |
| |
| |
| | |
| |
Wells Fargo | |
Wells Fargo Advantage Emerging Markets Fund | |
** | |
| 73,586 | |
(Continued)
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
SEACOAST NATIONAL BANK
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
December 31, 2014
Name of plan sponsor |
Seacoast National Bank |
Employer identification number |
59-0193820 |
Three digit plan number |
002 |
| |
| |
(c) | |
| |
| |
| |
| |
Description of Investment | |
| |
| |
| |
(b) | |
Including Maturity Date, | |
| |
| |
| |
Identity of Issue, | |
Rate of Interest, | |
| |
(e) | |
| |
Borrower, Lessor, | |
Collateral, Par or | |
(d) | |
Current | |
(a) | |
or Similar Party | |
Maturity Value | |
Cost | |
Value | |
| |
| |
| |
| |
| |
| |
Mutual Funds (Continued) | |
| |
| |
| | |
| |
| |
| |
| |
| | |
| |
American Century | |
American Century Inflation-Adjusted Bond Fund | |
** | |
$ | 7,944 | |
| |
| |
| |
| |
| | |
| |
Vanguard Funds | |
Vanguard Mid Cap Index Fund | |
** | |
| 829,350 | |
| |
| |
| |
| |
| | |
* | |
BMO Harris | |
BMO Balanced Allocation Fund | |
** | |
| 3,593,545 | |
| |
| |
| |
| |
| | |
* | |
BMO Harris | |
BMO Aggressive Allocation Fund | |
** | |
| 768,455 | |
| |
| |
| |
| |
| | |
* | |
BMO Harris | |
BMO Conservative Allocation Fund | |
** | |
| 244,615 | |
| |
| |
| |
| |
| | |
* | |
BMO Harris | |
BMO TCH Intermediate Bond Fund | |
** | |
| 748,488 | |
| |
| |
| |
| |
| | |
* | |
BMO Harris | |
BMO Target Retirement 2010 Portfolio | |
** | |
| 145,065 | |
| |
| |
| |
| |
| | |
* | |
BMO Harris | |
BMO Target Retirement 2020 Portfolio | |
** | |
| 1,000,629 | |
| |
| |
| |
| |
| | |
* | |
BMO Harris | |
BMO Target Retirement 2030 Portfolio | |
** | |
| 1,215,633 | |
| |
| |
| |
| |
| | |
* | |
BMO Harris | |
BMO Target Retirement 2040 Portfolio | |
** | |
| 742,424 | |
| |
| |
| |
| |
| | |
* | |
BMO Harris | |
BMO Target Retirement 2050 Portfolio | |
** | |
| 357,285 | |
| |
| |
| |
| |
| | |
| |
Collective trusts | |
| |
| |
| | |
* | |
BMO Harris Bank N.A. | |
BMO Employee Benefit Stable Principal Fund | |
** | |
$ | 3,488,904 | |
(Continued)
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
SEACOAST NATIONAL BANK
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
December 31, 2014
Name of plan sponsor |
Seacoast National Bank |
Employer identification number |
59-0193820 |
Three digit plan number |
002 |
| |
| |
(c) | |
| |
| |
| |
| |
Description of Investment | |
| |
| |
| |
(b) | |
Including Maturity Date, | |
| |
| |
| |
Identity of Issue, | |
Rate of Interest, | |
| |
(e) | |
| |
Borrower, Lessor, | |
Collateral, Par or | |
(d) | |
Current | |
(a) | |
or Similar Party | |
Maturity Value | |
Cost | |
Value | |
| |
| |
| |
| |
| |
| |
Company common stock | |
| |
| |
| | |
* | |
Seacoast Banking Corporation of Florida | |
Company common stock | |
** | |
$ | 1,834,580 | |
| |
| |
| |
| |
| | |
* | |
Participant loans | |
| |
| |
| | |
| |
Participant Loans | |
Interest rates of 3.25% | |
** | |
$ | 195,573 | |
| |
| |
| |
| |
| | |
| |
| |
| |
| |
$ | 34,763,933 | |
| * | Represents a party in interest to the Plan |
| ** | Cost information is not required for participant-directed investments |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the plan administrator of the Retirement Savings Plan for Employees of Seacoast National
Bank has duly caused this annual report to be signed by the undersigned hereunto duly authorized.
|
|
|
Retirement Savings Plan for Employees of Seacoast National Bank |
|
|
|
|
|
Date: |
October 15, 2015 |
|
By: |
/s/ William R. Hahl |
|
|
|
|
William R. Hahl |
|
|
|
|
Retirement Savings Plan Committee |
|
|
|
|
|
INDEX TO EXHIBITS
Exhibit No. |
|
Description |
|
|
|
23.1 |
|
Consent of Independent Registered Public Accounting Firm |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We consent to the incorporation by reference
in Registration Statements Nos. 333-198682 and 33-22846 on Forms S-8 of Seacoast Banking Corporation of Florida of our report dated
June 26, 2015, except for the supplemental Schedule G, Part III – Nonexempt Transactions and Note 10 as to which the date
is October 15, 2015, appearing in this Annual Report on Form 11-K of Retirement Savings Plan for Employees of Seacoast National
Bank for the year ended December 31, 2014.
|
/s/Crowe Horwath LLP |
|
Crowe Horwath LLP |
South Bend, Indiana
October 15, 2015
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