|
Florida
|
| |
6022
|
| |
59-2260678
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification No.) |
|
|
Randolph A. Moore III
Alston & Bird LLP One Atlantic Center 1201 W. Peachtree Street Atlanta, Georgia 30309 Telephone: (404) 881-7000 |
| |
Luther Drummond
Drummond Banking Company 1627 North Young Boulevard Chiefland, Florida 32626 Telephone: (352) 493-2277 |
| |
Jack P. Greeley, Esq.
Smith Mackinnon, PA 301 East Pine Street, Suite 750 Orlando, Florida 32801 Telephone: (407) 843-7300 |
|
| Large accelerated filer | | | ☒ | | | | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☐ | | | (Do not check if a smaller reporting company) | | | Smaller reporting company | | | ☐ | |
| | | | | | | | | | Emerging growth company | | | ☐ | |
| | |
Page
|
| |||
| | | | 1 | | | |
| | | | 6 | | | |
| | | | 6 | | | |
| | | | 7 | | | |
| | | | 7 | | | |
| | | | 7 | | | |
| | | | 8 | | | |
Exchange of Stock Certificates
|
| | | | | | |
| | | | 9 | | | |
| | | | 9 | | | |
| | | | 9 | | | |
| | | | 9 | | | |
| | | | 10 | | | |
Regulatory Approvals
|
| | | | | | |
| | | | 10 | | | |
| | | | 11 | | | |
| | | | 11 | | | |
| | | | 12 | | | |
| | | | 13 | | | |
Accounting Treatment
|
| | | | | | |
| | | | 13 | | | |
| | | | 13 | | | |
| | | | 13 | | | |
| | | | 13 | | | |
| | | | 14 | | | |
| | | | 15 | | | |
| | | | 16 | | | |
| | | | 22 | | | |
| | | | 24 | | | |
| | | | 25 | | | |
| | | | 27 | | | |
| | | | 27 | | | |
| | | | 27 | | | |
| | | | 27 | | | |
| | | | 27 | | | |
| | | | 28 | | | |
| | | | 28 | | | |
How to Vote – Shares Held in “Street Name”
|
| | | | | | |
| | | | 28 | | | |
| | | | 29 | | |
| | |
Page
|
| |||
| | | | 29 | | | |
| | | | 29 | | | |
| | | | 30 | | | |
| | | | 31 | | | |
| | | | 31 | | | |
| | | | 33 | | | |
| | | | 35 | | | |
| | | | 36 | | | |
| | | | 47 | | | |
| | | | 50 | | | |
| | | | 50 | | | |
| | | | 51 | | | |
| | | | 54 | | | |
| | | | 54 | | | |
Securities Authorized for Issuance Under Equity Compensation Plans
|
| | | | | | |
Director Restrictive Covenant Agreement; Claims Letters
|
| | | | | | |
Indemnification and Insurance
|
| | | | | | |
| | | | 58 | | | |
The Merger
|
| | | | | | |
| | | | 59 | | | |
| | | | 59 | | | |
| | | | 60 | | | |
| | | | 60 | | | |
| | | | 63 | | | |
| | | | 64 | | | |
| | | | 64 | | | |
| | | | 64 | | | |
| | | | 65 | | | |
| | | | 67 | | | |
| | | | 69 | | | |
| | | | 70 | | | |
| | | | 71 | | | |
| | | | 71 | | | |
| | | | 72 | | | |
| | | | 73 | | | |
| | | | 83 | | | |
| | | | 87 | | | |
| | | | 88 | | | |
| | | | 91 | | | |
| | | | 91 | | | |
| | | | 91 | | |
| | |
Page
|
| | |||||
| | | | 91 | | | | |||
APPENDICES: | | | | | | | | | ||
| | | | A-1 | | | | |||
| | | | B-1 | | | | |||
| | | | C-1 | | | | |||
| | | | D-1 | | | | | |
Date
|
| |
Seacoast
closing sale price |
| |
Equivalent
Drummond per share value |
| ||||||
May 3, 2022
|
| | | $ | 33.72 | | | | | $ | 1,751.96 | | |
, 2022
|
| | | $ | | | | | $ | | | |
| | |
Seacoast Common Stock
|
| |||||||||||||||
| | |
High
|
| |
Low
|
| |
Dividends
|
| |||||||||
2020 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 30.87 | | | | | $ | 13.30 | | | | | $ | — | | |
Second Quarter
|
| | | $ | 25.89 | | | | | $ | 16.02 | | | | | $ | — | | |
Third Quarter
|
| | | $ | 22.23 | | | | | $ | 17.00 | | | | | $ | — | | |
Fourth Quarter
|
| | | $ | 30.26 | | | | | $ | 17.62 | | | | | $ | — | | |
2021 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 40.93 | | | | | $ | 28.52 | | | | | $ | — | | |
Second Quarter
|
| | | $ | 38.87 | | | | | $ | 33.00 | | | | | $ | 0.13 | | |
Third Quarter
|
| | | $ | 34.56 | | | | | $ | 29.28 | | | | | $ | 0.13 | | |
Fourth Quarter
|
| | | $ | 38.48 | | | | | $ | 32.38 | | | | | $ | 0.13 | | |
2022 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 39.31 | | | | | $ | 32.40 | | | | | $ | 0.13 | | |
Second Quarter (through , 2022) | | | | | | | | | | | | | | | | | | | |
| | |
(unaudited)
Three Months ended March 31, |
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||||||||||||||
(Amounts in thousands, except per share data)
|
| |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||||||||
Net interest income
|
| | | $ | 76,522 | | | | | $ | 66,610 | | | | | $ | 276,025 | | | | | $ | 262,743 | | | | | $ | 243,618 | | | | | $ | 211,515 | | | | | $ | 176,296 | | |
Provision for credit losses
|
| | | | 6,556 | | | | | | (5,715) | | | | | | (9,421) | | | | | | 38,179 | | | | | | 10,999 | | | | | | 11,730 | | | | | | 5,648 | | |
Noninterest income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other
|
| | | | 15,825 | | | | | | 17,785 | | | | | | 71,305 | | | | | | 60,335 | | | | | | 55,515 | | | | | | 50,645 | | | | | | 43,230 | | |
Gain on sale of VISA stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,153 | | |
Securities gains/(losses), net
|
| | | | (452) | | | | | | (114) | | | | | | (578) | | | | | | 1,235 | | | | | | 1,217 | | | | | | (623) | | | | | | 86 | | |
Noninterest expenses
|
| | | | 58,917 | | | | | | 46,120 | | | | | | 197,435 | | | | | | 185,552 | | | | | | 160,739 | | | | | | 162,273 | | | | | | 149,916 | | |
Income before income taxes
|
| | | | 26,422 | | | | | | 43,876 | | | | | | 158,738 | | | | | | 100,582 | | | | | | 128,612 | | | | | | 87,534 | | | | | | 79,201 | | |
Provision for income taxes
|
| | | | 5,834 | | | | | | 10,157 | | | | | | 34,335 | | | | | | 22,818 | | | | | | 29,873 | | | | | | 20,259 | | | | | | 36,336 | | |
Net income
|
| | | $ | 20,588 | | | | | $ | 33,719 | | | | | $ | 124,403 | | | | | $ | 77,764 | | | | | $ | 98,739 | | | | | $ | 67,275 | | | | | $ | 42,865 | | |
Per Share Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income available to common shareholders:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted
|
| | | $ | 0.33 | | | | | $ | 0.60 | | | | | $ | 2.18 | | | | | $ | 1.44 | | | | | $ | 1.90 | | | | | $ | 1.38 | | | | | $ | 0.99 | | |
Basic
|
| | | | 0.34 | | | | | | 0.61 | | | | | | 2.20 | | | | | | 1.45 | | | | | | 1.92 | | | | | | 1.40 | | | | | | 1.01 | | |
Cash dividends declared
|
| | | | 0.13 | | | | | | — | | | | | | 0.39 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Book value per common share
|
| | | | 22.15 | | | | | | 20.89 | | | | | | 22.40 | | | | | | 20.46 | | | | | | 19.13 | | | | | | 16.83 | | | | | | 14.70 | | |
Assets
|
| | | $ | 10,904,817 | | | | | $ | 8,811,820 | | | | | $ | 9,681,433 | | | | | $ | 8,342,392 | | | | | $ | 7,108,511 | | | | | $ | 6,747,659 | | | | | $ | 5,810,129 | | |
Net loans
|
| | | | 6,361,379 | | | | | | 5,574,849 | | | | | | 5,841,714 | | | | | | 5,642,616 | | | | | | 5,163,250 | | | | | | 4,792,791 | | | | | | 3,790,255 | | |
Deposits
|
| | | | 9,243,768 | | | | | | 7,385,749 | | | | | | 8,067,589 | | | | | | 6,932,561 | | | | | | 5,584,753 | | | | | | 5,177,240 | | | | | | 4,592,720 | | |
Shareholders’ equity
|
| | | | 1,356,285 | | | | | | 1,155,349 | | | | | | 1,310,736 | | | | | | 1,130,402 | | | | | | 985,639 | | | | | | 864,267 | | | | | | 689,664 | | |
Performance Ratios | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Return on average assets
|
| | | | 0.79% | | | | | | 1.61% | | | | | | 1.33% | | | | | | 0.99% | | | | | | 1.45% | | | | | | 1.11% | | | | | | 0.82 | | |
Return on average equity
|
| | | | 5.96 | | | | | | 12.03 | | | | | | 10.24 | | | | | | 7.44 | | | | | | 10.63 | | | | | | 9.08 | | | | | | 7.51 | | |
Average equity to average assets
|
| | | | 13.18 | | | | | | 13.39 | | | | | | 13.02 | | | | | | 13.30 | | | | | | 13.60 | | | | | | 12.23 | | | | | | 10.96 | | |
| | |
Seacoast Common Stock
|
| |||||||||||||||
| | |
High
|
| |
Low
|
| |
Dividends
|
| |||||||||
2020 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 30.87 | | | | | $ | 13.30 | | | | | $ | — | | |
Second Quarter
|
| | | $ | 25.89 | | | | | $ | 16.02 | | | | | $ | — | | |
Third Quarter
|
| | | $ | 22.23 | | | | | $ | 17.00 | | | | | $ | — | | |
Fourth Quarter
|
| | | $ | 30.26 | | | | | $ | 17.62 | | | | | $ | — | | |
2021 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 40.93 | | | | | $ | 28.52 | | | | | $ | — | | |
Second Quarter
|
| | | $ | 38.87 | | | | | $ | 33.00 | | | | | $ | 0.13 | | |
Third Quarter
|
| | | $ | 34.56 | | | | | $ | 29.28 | | | | | $ | 0.13 | | |
Fourth Quarter
|
| | | $ | 38.48 | | | | | $ | 32.38 | | | | | $ | 0.13 | | |
2022 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 39.31 | | | | | $ | 32.40 | | | | | $ | 0.13 | | |
Second Quarter (through , 2022) | | | | | | | | | | | | | | | | | | | |
Buyer
|
| |
Target
|
| |
Price/ LTM
Earnings Multiple |
| |
Price/
Common TBV Multiple |
| |
Price/
Adjusted Common TBV Multiple(1) |
| |
Prem./ Core
Deposits Multiple(2) |
| ||||||||||||
Seacoast Banking Corp. of FL
|
| |
Apollo Bancshrs, Inc./Apollo Bk
|
| | | | 23.7x | | | | | | 177.7% | | | | | | 188.2% | | | | | | 8.68% | | |
Lake Michigan Credit Union
|
| | Pilot Bancshares, Inc. | | | | | 12.3x | | | | | | 187.0% | | | | | | 188.5% | | | | | | 9.83% | | |
Simmons First National Corp.
|
| | Triumph Bancshares, Inc. | | | | | 17.2x | | | | | | 153.0% | | | | | | 164.1% | | | | | | 8.85% | | |
Simmons First National Corp.
|
| | Landmark Community Bank | | | | | 14.0x | | | | | | 143.4% | | | | | | 155.0% | | | | | | 7.98% | | |
United Bankshares, Inc.
|
| |
Community Bankers Trust Corp.
|
| | | | 14.2x | | | | | | 177.0% | | | | | | 197.7% | | | | | | 11.7% | | |
First Foundation Inc.
|
| | TGR Financial, Inc. | | | | | 17.2x | | | | | | 180.5% | | | | | | 180.5% | | | | | | 7.03% | | |
First Bancorp
|
| | Select Bancorp, Inc. | | | | | 23.8x | | | | | | 186.9% | | | | | | 202.1% | | | | | | 11.0% | | |
United Community Bnks, Inc.
|
| |
Aquesta Financial Holdings, Inc.
|
| | | | 18.1x | | | | | | 216.8% | | | | | | 217.0% | | | | | | 11.8% | | |
Colony Bankcorp, Inc.
|
| |
SouthCrest Financial Group, Inc.
|
| | | | 11.9x | | | | | | 146.1% | | | | | | 146.9% | | | | | | 4.76% | | |
Peoples Bancorp Inc.
|
| | Premier Financial Bancorp, Inc. | | | | | 12.9x | | | | | | 140.7% | | | | | | 155.8% | | | | | | 5.78% | | |
Seacoast Banking Corp. of FL
|
| | Legacy Bank of Florida | | | | | 18.1x | | | | | | 186.7% | | | | | | 216.0% | | | | | | 16.2% | | |
BancorpSouth Bank
|
| | FNS Bancshares, Inc. | | | | | 19.4x | | | | | | 154.0% | | | | | | 161.2% | | | | | | 6.52% | | |
United Community Bnks, Inc.
|
| | Three Shores Bancorp., Inc. | | | | | 12.5x | | | | | | 132.8% | | | | | | 136.0% | | | | | | 4.37% | | |
First Bancshares, Inc.
|
| | Southwest Georgia Fin. Corp. | | | | | 17.3x | | | | | | 181.7% | | | | | | 190.2% | | | | | | 9.89% | | |
Reliant Bancorp, Inc.
|
| | First Advantage Bancorp | | | | | 17.9x | | | | | | 153.4% | | | | | | 173.6% | | | | | | 10.0% | | |
25th Percentile
|
| | | | | | | 12.9x | | | | | | 146.1% | | | | | | 155.8% | | | | | | 6.52% | | |
Median | | | | | | | | 17.2x | | | | | | 177.0% | | | | | | 180.5% | | | | | | 8.85% | | |
75th Percentile
|
| | | | | | | 18.1x | | | | | | 186.7% | | | | | | 197.7% | | | | | | 11.0% | | |
Buyer
|
| |
Target
|
| |
Price/ LTM
Earnings Multiple(3) |
| |
Price/
Common TBV Multiple |
| |
Price/
Adjusted Common TBV Multiple(1) |
| |
Prem./ Core
Deposits Multiple(2) |
| ||||||||||||
National Bank Holdings Corp.
|
| | Community Bancorporation | | | | | 14.1x | | | | | | 189.3% | | | | | | 198.4% | | | | | | 9.83% | | |
Nicolet Bankshares, Inc.
|
| | Charter Bankshares, Inc.(4) | | | | | 11.8x | | | | | | 169.9% | | | | | | 171.6% | | | | | | 7.80% | | |
Seacoast Banking Corp. of FL
|
| |
Apollo Bancshrs, Inc./Apollo Bk
|
| | | | 23.7x | | | | | | 177.7% | | | | | | 188.2% | | | | | | 8.68% | | |
Farmers National Banc Corp.
|
| | Emclaire Financial Corp | | | | | 10.4x | | | | | | 144.8% | | | | | | 144.8% | | | | | | 3.89% | | |
BancPlus Corporation
|
| | First Trust Corporation(4) | | | | | 10.3x | | | | | | 300.4% | | | | | | 300.4% | | | | | | 12.5% | | |
German American Bncrp, Inc.
|
| |
Citizens Union Bncrp Shelbyvlle
|
| | | | 14.1x | | | | | | 156.0% | | | | | | 165.2% | | | | | | 6.32% | | |
Stock Yards Bancorp, Inc.
|
| | Commonwealth Bncshrs, Inc.(4) | | | | | 10.4x | | | | | | 166.8% | | | | | | 166.8% | | | | | | 6.49% | | |
CVB Financial Corp.
|
| | Suncrest Bank | | | | | 12.6x | | | | | | 155.7% | | | | | | 168.7% | | | | | | 6.44% | | |
TriCo Bancshares
|
| | Valley Republic Bancorp | | | | | 10.9x | | | | | | 160.7% | | | | | | 160.7% | | | | | | 5.29% | | |
Valley National Bancorp
|
| | The Westchester Bk Hldg Corp. | | | | | 18.1x | | | | | | 169.0% | | | | | | 185.6% | | | | | | 8.66% | | |
Farmers National Banc Corp.
|
| | Cortland Bancorp | | | | | 12.6x | | | | | | 153.0% | | | | | | 167.8% | | | | | | 6.75% | | |
Simmons First National Corp.
|
| | Triumph Bancshares, Inc. | | | | | 17.2x | | | | | | 153.0% | | | | | | 164.1% | | | | | | 8.85% | | |
Simmons First National Corp.
|
| | Landmark Community Bank | | | | | 14.0x | | | | | | 143.4% | | | | | | 155.0% | | | | | | 7.98% | | |
United Community Bnks, Inc.
|
| |
Aquesta Financial Holdings, Inc.
|
| | | | 18.1x | | | | | | 216.8% | | | | | | 217.0% | | | | | | 11.8% | | |
Stock Yards Bancorp, Inc.
|
| | Kentucky Bancshares, Inc. | | | | | 16.3x | | | | | | 167.4% | | | | | | 178.6% | | | | | | 8.71% | | |
Enterprise Fin. Services Corp
|
| | Seacoast Commerce Banc Hldgs | | | | | 10.5x | | | | | | 156.4% | | | | | | 156.7% | | | | | | 5.51% | | |
Business First Bncshares, Inc.
|
| | Pedestal Bancshares, Inc.(4) | | | | | 12.3x | | | | | | 155.8% | | | | | | 176.2% | | | | | | 9.36% | | |
OceanFirst Financial Corp.
|
| | Two River Bancorp | | | | | 15.4x | | | | | | 175.4% | | | | | | 185.8% | | | | | | 9.50% | | |
S&T Bancorp, Inc.
|
| | DNB Financial Corporation | | | | | 19.2x | | | | | | 207.8% | | | | | | 216.1% | | | | | | 12.1% | | |
Heritage Commerce Corp
|
| | Presidio Bank | | | | | 15.3x | | | | | | 213.4% | | | | | | 244.9% | | | | | | 14.2% | | |
25th Percentile
|
| | | | | | | 11.1x | | | | | | 155.7% | | | | | | 164.4% | | | | | | 6.45% | | |
Median | | | | | | | | 14.1x | | | | | | 167.1% | | | | | | 173.9% | | | | | | 8.67% | | |
75th Percentile
|
| | | | | | | 17.0x | | | | | | 186.4% | | | | | | 195.9% | | | | | | 9.75% | | |
| | |
Price-to-LTM
Earnings Multiple(1) |
| |
Price-to-Common
Tangible Book Value Multiple |
| |
Price-to-Adjusted
Common Tangible Book Value Multiple(2) |
| |
Premium-to-Core
Deposits Multiple(3) |
| ||||||||||||
Assumed Aggregate Merger
Consideration |
| | | | 15.5x | | | | | | 190.2% | | | | | | 199.5% | | | | | | 9.39% | | |
Precedent Transactions Regional Group: | | | | | | | | | | | | | | | | | | | | | | | | | |
Median
|
| | | | 17.2x | | | | | | 177.0% | | | | | | 180.5% | | | | | | 8.85% | | |
25th Percentile
|
| | | | 12.9x | | | | | | 146.1% | | | | | | 155.8% | | | | | | 6.52% | | |
75th Percentile
|
| | | | 18.1x | | | | | | 186.7% | | | | | | 197.7% | | | | | | 11.0% | | |
Precedent Transactions Nationwide Group:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Median
|
| | | | 14.1x | | | | | | 167.1% | | | | | | 173.9% | | | | | | 8.67% | | |
25th Percentile
|
| | | | 11.1x | | | | | | 155.7% | | | | | | 164.4% | | | | | | 6.45% | | |
75th Percentile
|
| | | | 17.0x | | | | | | 186.4% | | | | | | 195.9% | | | | | | 9.75% | | |
| | |
Tangible
Equity/ Tangible Assets |
| |
Core
Deposits(1) |
| |
LTM
ROAA(2) |
| |
LTM
ROAE(2) |
| |
Efficiency
Ratio |
| |
NPAs/
Assets(3) |
| |
LLR/
NPLs(4) |
| |||||||||||||||||||||
Drummond
|
| | | | 8.82% | | | | | | 93.8% | | | | | | 1.17% | | | | | | 10.5% | | | | | | 64.3% | | | | | | 0.21% | | | | | | 456.3% | | |
Precedent Transactions – Regional Group Median:
|
| | | | 9.36% | | | | | | 85.7% | | | | | | 1.01% | | | | | | 10.6% | | | | | | 59.2% | | | | | | 0.56% | | | | | | 143.3% | | |
Precedent Transactions – Nationwide
Group Median: |
| | | | 9.32% | | | | | | 92.1% | | | | | | 1.13% | | | | | | 10.9% | | | | | | 61.6% | | | | | | 0.49% | | | | | | 185.0% | | |
Implied Multiple Values for
Drummond Common Stock Based On: |
| |
Total Merger
Value ($000) |
| |
Price-to-LTM
Earnings Multiple(1)(2) |
| |
Price-to-Common
Tangible Book Value Multiple(1) |
| |
Price-to-Adjusted
Common Tangible Book Value Multiple(1)(3) |
| |
Premium-to-
Core Deposits Multiple(1)(4) |
| |||||||||||||||
Assumed Aggregate Merger Consideration
|
| | | $ | 172,250 | | | | | | 15.5x | | | | | | 190.2% | | | | | | 199.5% | | | | | | 9.39% | | |
DCF Analysis – Terminal P/E Multiple
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Midpoint Value
|
| | | $ | 137,509 | | | | | | 12.3x | | | | | | 151.9% | | | | | | 157.2% | | | | | | 5.40% | | |
DCF Analysis – Terminal P/Adj. TBV Multiple
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Midpoint Value
|
| | | $ | 127,003 | | | | | | 11.4x | | | | | | 140.3% | | | | | | 144.4% | | | | | | 4.19% | | |
Implied Value for Drummond Common Stock Based Upon:(3)
|
| |
Minimum
Implied Value |
| |
Average or
Midpoint Implied Value |
| |
Maximum
Implied Value |
| |||||||||
Comparable M&A Transactions – Regional Group
|
| | | $ | 156,648 | | | | | $ | 169,133 | | | | | $ | 192,068 | | |
Comparable M&A Transactions – Nationwide Group
|
| | | $ | 151,211 | | | | | $ | 156,336 | | | | | $ | 165,977 | | |
DCF – Terminal P/E Multiple
|
| | | $ | 116,745 | | | | | $ | 137,509 | | | | | $ | 159,839 | | |
DCF – Terminal P/Adj. TBV Multiple
|
| | | $ | 116,254 | | | | | $ | 127,003 | | | | | $ | 138,488 | | |
| Atlantic Union Bankshares Corp. | | | ServisFirst Bancshares, Inc. | |
| Home Bancshares, Inc. | | | FB Financial Corporation | |
| Trustmark Corporation | | | First Bancorp | |
| WesBanco, Inc. | | | Amerant Bancorp Inc. | |
| Renasant Corporation | | | The First Bancshares, Inc. | |
| TowneBank | | | City Holding Company | |
| | |
Market
Cap ($M) |
| |
Price/
Tangible Book Value |
| |
Price/
2022E EPS |
| |
Price/
2023E EPS |
| |
Dividend
Yield |
| |
YTD Price
Change |
| |
Two Year
Total Return |
| |||||||||||||||||||||
Seacoast
|
| | | $ | 2,040.6 | | | | | | 187.7% | | | | | | 16.9x | | | | | | 13.5x | | | | | | 2.03% | | | | | | (5.23)% | | | | | | 58.1% | | |
Comparable Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Median
|
| | | $ | 1,788.3 | | | | | | 161.8% | | | | | | 12.0x | | | | | | 10.3x | | | | | | 2.90% | | | | | | (11.7)% | | | | | | 57.3% | | |
| | |
DRUMMOND
|
| |
SEACOAST
|
|
Capital Stock
|
| | Holders of Drummond capital stock are entitled to all the rights and obligations provided to capital shareholders under the FBCA and Drummond’s articles of incorporation and bylaws. | | | Holders of Seacoast capital stock are entitled to all the rights and obligations provided to capital shareholders under the FBCA and Seacoast’s articles of incorporation and bylaws. | |
Authorized
|
| | Drummond’s authorized capital stock consists of 800,000 shares of common stock, par value $10.29 per share. | | | Seacoast’s authorized capital stock consists of 120,000,000 shares of common stock, par value $0.10 per share, and 4,000,000 shares of preferred stock, stated value $0.10 per share (2,000 of which are designated as Fixed Rate Cumulative Perpetual Preferred Stock, Series A and 50,000 of which are designated as Mandatorily Convertible Noncumulative Nonvoting Preferred Stock, Series B). | |
Outstanding
|
| | As of May 31, 2022, there were 98,846 shares of Drummond common stock outstanding. | | | As of May 31, 2022, there were 61,410,252 shares of Seacoast common stock outstanding and no shares of Seacoast preferred stock outstanding. | |
Voting Rights
|
| | Holders of Drummond common stock are entitled to one vote per share in the election of directors and on all matters submitted to a vote at a meeting of shareholders. | | | Holders of Seacoast common stock generally are entitled to one vote per share in the election of directors and on all matters submitted to a vote at a meeting of shareholders. | |
| | |
DRUMMOND
|
| |
SEACOAST
|
|
Cumulative Voting
|
| | No shareholder has the right of cumulative voting in the election of directors. | | | No shareholder has the right of cumulative voting in the election of directors. | |
Dividends
|
| |
Under the FBCA, a corporation may make a distribution, unless after giving effect to the distribution:
•
The corporation would not be able to pay its debts as they come due in the usual course of business; or
•
The corporation’s assets would be less than the sum of its total liabilities plus (unless the articles of incorporation provide otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.
In addition, under Federal Reserve policy, a bank holding company should consult with the Federal Reserve and eliminate, defer or significantly reduce its dividends if:
•
its net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends;
•
its prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; or
it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.
|
| | Holders of Seacoast common stock are subject to the same provisions of the FBCA and the Federal Reserve Policy adopted in 2009. | |
Number of Directors
|
| | Drummond’s bylaws provide that the number of directors serving on the Drummond board of directors shall be such number as | | | Seacoast’s bylaws provide that the number of directors serving on the Seacoast board of directors shall be such number as | |
| | |
DRUMMOND
|
| |
SEACOAST
|
|
| | | determined from time to time by a resolution of the holders of a majority of the outstanding shares of stock. The number of directors may be increased or decreased from time to time by action of the Board of Directors, but no decrease shall have the effect of shortening the terms of any incumbent director. Drummond directors are elected on an annual basis and serve until the next annual meeting of the Drummond shareholders and until their respective successors are duly elected and qualified. There are currently two directors serving on the Drummond board of directors. | | |
determined from time to time by a vote of 66 2∕3% of the whole board of directors and a majority of the Continuing Directors (director who either (i) was first elected as a director of the company prior to March 1, 2002 or (ii) was designated as a Continuing Directors by a majority vote of the Continuing Directors), but in no event shall be fewer than three directors nor greater than fourteen directors (exclusive of the directors to be elected by the holders of one or more series of preferred stock voting separately as a class).
There are currently eleven directors serving on the Seacoast board of directors.
The Seacoast board of directors is divided into three classes, with the members of each class of directors serving staggered three-year terms and with approximately one-third of the directors being elected annually. As a result, it would take a dissident shareholder or shareholder group at least two annual meeting of shareholders to replace a majority of the directors of Seacoast. Each director holds office for the term for which he or she is elected and until his or her successor is elected and qualified, subject to such directors’ death, resignation or removal.
|
|
Election of Directors
|
| | Under the FBCA, unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the holders of the shares entitled to vote in an election of directors the annual meeting at which a quorum is present. Drummond’s articles of incorporation do not otherwise provide for the vote required to elect directors. | | |
Seacoast directors are similarly elected in accordance with FBCA and its articles of incorporation do not otherwise provide for the vote required to elect directors.
However, notwithstanding the plurality standard, in an uncontested election for directors, our Corporate Governance Guidelines provide that if any director nominee receives a greater number of votes “withheld” from his or her
|
|
| | |
DRUMMOND
|
| |
SEACOAST
|
|
| | | | | | election than votes “for” such election, then the director will promptly tender his or her resignation to the board of directors following certification of the shareholder vote, with such resignation to be effective upon acceptance by the board of directors. The Compensation and Governance Committee would then review and make a recommendation to the board of directors as to whether the board should accept the resignation, and the board of directors would ultimately decide whether to accept the resignation. | |
Removal of Directors
|
| | Under the FBCA, directors may be removed with or without cause. A director may be removed by the shareholders at a meeting of shareholders, provided the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of the director. | | | Seacoast’s bylaws provide that directors may be removed only for cause upon the affirmative vote of (1) 66 2/3% of all shares of common stock entitled to vote and (2) holders of a majority of the outstanding common stock that are not beneficially owned or controlled, directly or indirectly, by any person (1) who is the beneficial owner of 5% or more of the common stock or (2) who is an affiliate of Seacoast and at any time within the past five years was the beneficial owner of 5% or more of Seacoast’s then outstanding common stock (“Independent Majority of Shareholders”) at a shareholders’ meeting duly called and held for that purpose upon not less than 30 days’ prior written notice. | |
Vacancies on the Board of Directors
|
| | Drummond’s bylaws provide that in the event of any vacancy on the board of directors, the board of directors may fill such vacancy. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office. | | | Seacoast’s bylaws provide that vacancies in the Seacoast’s board of directors may be filled by the affirmative vote of (1) 66 2/3% of all directors and (2) majority of the Continuing Directors, even if less than a quorum exists, or if no directors remain, by the affirmative vote of not less than 66 2/3% of all shares of common stock entitled to vote and an Independent Majority of Shareholders. | |
| | |
DRUMMOND
|
| |
SEACOAST
|
|
Action by Written Consent
|
| |
The FBCA provides that any action of the board of directors, which is required or permitted to be taken at a meeting, may be taken without a meeting if consent in writing, setting forth the action to be taken, and signed by all members of the board of directors, is filed in the minutes of the proceedings of the board of directors or such committee. Action shall be effective when the last director signs the consent, unless the consent specifies a different effective date. The consent signed shall have the effect of a meeting vote and may be described as such in any document.
Drummond’s bylaws also provide that any action required or permitted to be taken at an annual meeting or special meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote if the action is taken by the holders of 80% outstanding stock entitled to vote thereon. The action must be evidenced by one or more written consents executed by the requisite percentage of Drummond shareholders in order to be effective.
|
| | Seacoast’s articles of incorporation provide that no action may be taken by written consent except as may be provided in the designation of the preferences, limitations and relative rights of any series of Seacoast’s preferred stock. Any action required or permitted to be taken by the holders of Seacoast’s common stock must be effected at a duly called annual or special meeting of such holders, and may not be effected by any consent in writing by such holders. | |
Advance Notice Requirements for Shareholder Nominations and Other Proposals
|
| | None. | | |
Any Seacoast shareholder entitled to vote generally on the election of directors may recommend a candidate for nomination as a director. A shareholder may recommend a director nominee by submitting the name and qualifications of the candidate the shareholder wishes to recommend to Seacoast’s Compensation and Governance Committee, c/o Seacoast Banking Corporation of Florida, 815 Colorado Avenue, P. O. Box 9012, Stuart, Florida 34995.
To be considered, recommendations with respect to an election of directors to be held
|
|
| | |
DRUMMOND
|
| |
SEACOAST
|
|
| | | | | | at an annual meeting must be received not less than 60 days nor more than 90 days prior to the anniversary of Seacoast’s last annual meeting of shareholders (or, if the date of the annual meeting is changed by more than 20 days from such anniversary date, within 10 days after the date that Seacoast mails or otherwise gives notice of the date of the annual meeting to shareholders), and recommendations with respect to an election of directors to be held at a special meeting called for that purpose must be received by the 10th day following the date on which notice of the special meeting was first mailed to shareholders. | |
Notice of Shareholder Meeting
|
| | Notice of each shareholder meeting must be mailed to each shareholder entitled to vote not less than 10, nor more than 60 days before the date of the meeting. | | | Notice of each shareholder meeting must be given to each shareholder entitled to vote not less than 10, nor more than 60 days before the date of the meeting. | |
Amendments to Charter
|
| |
Drummond’s articles of incorporation may be amended in accordance with the FBCA.
Subject to certain requirements set forth in Section 607.1003 of the FBCA, amendments to a corporation’s articles of incorporation must be approved by a corporation’s board of directors and holders of a majority of the outstanding stock of a corporation entitled to vote thereon. The board of directors must recommend the amendment to the shareholders, unless the board of directors determines that, because of a conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment.
The FBCA also allows the board of directors to amend the articles of incorporation without
|
| | Seacoast’s articles of incorporation have similar amendment provisions, except that the affirmative vote of (1) 66 2/3% of all of shares outstanding and entitled to vote, voting as classes, if applicable, and (2) an Independent Majority of Shareholders will be required to approve any change of Articles VI (“Board of Directors”), VII (“Provisions Relating to Business Combinations”), IX (“Shareholder Proposals”) and X (“Amendment of articles of incorporation”) of the articles of incorporation. | |
| | |
DRUMMOND
|
| |
SEACOAST
|
|
| | | shareholder approval in certain discrete circumstances (for example, to change the par value for a class or series of shares). | | | | |
Amendments to Bylaws
|
| | Drummond’s bylaws may be amended, consistent with the bylaws adopted by the shareholders, or any part thereof that has not been adopted by the shareholders may be repealed, by the board of directors, at any meeting by a majority vote of the directors present and voting. | | | Seacoast’s bylaws may be amended by a vote of (1) 66 2/3% of all directors and (2) majority of the Continuing Directors. In addition, the shareholders may also amend the Bylaws by the affirmative vote of (1) 66 2/3% of all shares of common stock entitled to vote and (2) an Independent Majority of Shareholders. | |
Special meeting of Shareholders
|
| | Drummond’s bylaws provide that special meetings of shareholders of Drummond may be called by the president of Drummond, or by shareholders holding at least a majority of the outstanding shares of Drummond. | | | Seacoast’s bylaws provide that special meetings of the shareholders, for any purpose or purposes unless prescribed by statute, may be called by the Chairman of the Board or the Executive Chairman of the Board, the Chief Executive Officer, the President or by the board of directors. The notice of such meeting must state the purpose of such meeting and no business may be transacted at the meeting except as stated in such notice. A special meeting of shareholders may be called by the Chief Executive Officer at the written request of the holders of shares representing not less than 50% of the voting. | |
Quorum
|
| | Drummond’s bylaws provide that a majority of the outstanding shares of Drummond entitled to vote shall constitute a quorum at a meeting of shareholders. | | | A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at any shareholder meeting. | |
Proxy
|
| | At any meeting of shareholders, a shareholder may be represented by a proxy appointed by an instrument executed in writing by the shareholder, or by his duly authorized attorney-in fact; but no proxy shall be valid after eleven months from its date, unless the instrument appointing the proxy provides for a longer period. | | | Seacoast’s bylaws provide that a shareholder, a person entitled to vote on behalf of a shareholder pursuant to law, or an attorney in fact, may vote the shareholder’s shares in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for him/her by signing an appointment form, either personally or by his/her attorney in fact. An executed telegram or | |
| | |
DRUMMOND
|
| |
SEACOAST
|
|
| | | | | | cablegram appearing to have been transmitted by such person, or a photographic, photo static, telecopy, electronic transmission (including a .PDF file) or equivalents reproduction of an appointment form is a sufficient appointment form. An appointment of a proxy is effective when received by the Secretary or other officer authorized to tabulate votes and is valid for up eleven months, unless a longer period is expressly provided in the appointment form. The death or incapacity of a shareholder appointing a proxy does not affect the right of the Corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the Secretary or other officer authorized to tabulate votes before the proxy exercises his authority under the appointment. A proxy shall be irrevocable if it conspicuously states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. | |
Preemptive Rights
|
| | Drummond’s shareholders do not have preemptive rights. | | | Seacoast’s shareholders do not have preemptive rights. | |
Shareholder Rights Plan/Shareholders’ Agreement
|
| |
Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose.
When a shareholder’s agreement is signed, the shareholders parties thereto shall deliver copies of the agreement to Drummond’s principal office.
|
| | Seacoast does not have a rights plan. Neither Seacoast nor Seacoast shareholders are parties to a shareholders’ agreement with respect to Seacoast’s capital stock. | |
Indemnification of Directors and Officers
|
| | Drummond’s officers, directors, employees, and agents, are entitled to indemnification rights as authorized by the FBCA. | | | Seacoast’s bylaws provide that Seacoast may indemnify its current and former directors, officers, employees and agents in accordance with that provided under the FBCA. | |
Certain Business Combination Restrictions
|
| | Drummond’s articles of incorporation do not contain any provision regarding business | | | Seacoast’s articles of incorporation do not contain any provision regarding business | |
| | |
DRUMMOND
|
| |
SEACOAST
|
|
| | | combinations between Drummond and significant shareholders. | | | combinations between Seacoast and significant shareholders. | |
Fundamental Business Transactions
|
| | Drummond’s articles of incorporation do not contain any provision regarding fundamental business transactions. | | | Seacoast’s articles of incorporation provide that Seacoast needs the affirmative vote of 66 2/3% of all shares of common stock entitled to vote for the approval of any merger, consolidation, share exchange or sale, exchange, lease, transfer, purchase and assumption of assets and liabilities, or assumption of liabilities of Seacoast or any subsidiary of all or substantially all of the corporation’s consolidated assets or liabilities or both, unless the transaction is approved and recommended to the shareholders by the affirmative vote of 66 2/3% of all directors and a majority of the Continuing Directors. | |
Non-Shareholder
Constituency Provision |
| | Drummond’s articles of incorporation do not contain a provision that expressly permits the board of directors to consider constituencies other than the shareholders when evaluating certain offers. | | | Seacoast’s articles of incorporation provide that in connection with the exercise of its judgment in determining what is in the best interest of the corporation and its shareholders when evaluating certain offers, in addition to considering the adequacy and form of the consideration, the board shall also consider the social and economic effects of the transaction on Seacoast and its subsidiaries, its and their employees, depositors, loan and other customers, creditors, and the communities in which Seacoast and its subsidiaries operate or are located; the business and financial condition, and the earnings and business prospects of the acquiring person or persons, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the acquisition, and other likely financial obligations of the acquiring person or persons, and | |
| | |
DRUMMOND
|
| |
SEACOAST
|
|
| | | | | | the possible effect of such conditions upon the corporation and its subsidiaries and the other elements of the communities in which the corporation and its subsidiaries operate or are located; the competence, experience, and integrity of the person and their management proposing or making such actions; the prospects for a successful conclusion of the business combination prospects; and Seacoast’s prospects as an independent entity. | |
Dissenters’ Rights
|
| | Under the FBCA, a shareholder generally has the right to dissent from any merger to which the corporation is a party, from any sale of all assets of the corporation, or from any plan of exchange and to receive fair value for his or her shares. See “The Merger — Appraisal Rights for Drummond Shareholders” and Appendix C. | | | Under the FBCA, dissenters’ rights are not available to holders of shares of any class or series of shares which is designated as a national market system security or listed on an interdealer quotation system by the National Association of Securities Dealers, Inc. Accordingly, holders of Seacoast common stock are not entitled to exercise dissenters’ rights under the FBCA. | |
Name
|
| |
Position Held with Drummond
|
|
Luther Drummond | | | Chairman and President | |
Gray Drummond | | | Vice-President | |
Name
|
| |
Principal Occupation
|
|
Luther Drummond | | | Chairman | |
Gray Drummond | | | Chief Executive Officer | |
Joe Anderson | | | Owner – Road Construction Co. | |
Don Quincey | | | Owner – Cattle Co. | |
Lynetta Griner | | | Owner – Timber Co. | |
Paige Brookins | | | Owner – Restaurant | |
Name
|
| |
Principal Occupation
|
|
Reese Rowland | | | Insurance agency President | |
Mike Doerr | | | Owner – Oil Distributor | |
Todd Etheridge | | | Market Executive | |
Scott Guthrie | | | President | |
Name
|
| |
Position
|
|
Luther Drummond | | | Chairman and President of Drummond and Chairman of Drummond Community Bank | |
Gray Drummond | | | Vice President of Drummond and Chief Executive Officer of Drummond Community Bank | |
Scott Guthrie | | | President of Drummond Community Bank | |
Todd Battle | | | Secretary and Treasurer of Drummond and Chief Financial Officer of Drummond Community Bank | |
Name of Individual
|
| |
Amount and Nature of
Beneficial Ownership |
| |
Percent
of Class |
| ||||||
Directors | | | | | | | | | | | | | |
Luther Drummond
|
| | | | -0- | | | | | | — | | |
Gray Drummond
|
| | | | 60(a) | | | | | | 0.06% | | |
Joe Anderson
|
| | | | -0- | | | | | | — | | |
Don Quincey
|
| | | | 2,000(b) | | | | | | 2.02% | | |
Lynetta Griner
|
| | | | 4,000(c) | | | | | | 4.05% | | |
Scott Guthrie
|
| | | | -0- | | | | | | — | | |
Paige Brookins
|
| | | | 2,000(d) | | | | | | 2.02% | | |
Reese Rowland
|
| | |
|
291(e)
|
| | | |
|
0.29%
|
| |
Mike Doerr
|
| | | | 252 | | | | | | 0.25% | | |
Todd Etheridge
|
| | | | 97 | | | | | | 0.10% | | |
Executive Officers
|
| | | | | | | | | | — | | |
Luther Drummond
|
| | | | -0- | | | | | | 0.06% | | |
Gray Drummond
|
| | | | 60(a) | | | | | | — | | |
Scott Guthrie
|
| | | | -0- | | | | | | — | | |
Todd Battle
|
| | | | 30(f) | | | | | | 0.03% | | |
Directors and Officers (as a group, 11 persons)
|
| | | | 8,730 | | | | | | 8.83% | | |
| | |
Page
|
| |||
| | | | A-1 | | | |
| | | | A-1 | | | |
| | | | A-1 | | | |
| | | | A-1 | | | |
| | | | A-1 | | | |
| | | | A-2 | | | |
| | | | A-2 | | | |
| | | | A-3 | | | |
| | | | A-3 | | | |
| | | | A-3 | | | |
| | | | A-3 | | | |
| | | | A-3 | | | |
| | | | A-4 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-6 | | | |
| | | | A-26 | | | |
| | | | A-29 | | | |
| | | | A-29 | | | |
| | | | A-29 | | | |
| | | | A-31 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-33 | | | |
| | | | A-33 | | | |
| | | | A-33 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-35 | | | |
| | | | A-35 | | | |
| | | | A-37 | | | |
| | | | A-38 | | | |
| | | | A-38 | | | |
| | | | A-38 | | | |
| | | | A-38 | | | |
| | | | A-39 | | | |
| | | | A-39 | | | |
| | | | A-39 | | | |
| | | | A-39 | | |
| | |
Page
|
| |||
| | | | A-39 | | | |
| | | | A-39 | | | |
| | | | A-40 | | | |
| | | | A-41 | | | |
| | | | A-42 | | | |
| | | | A-42 | | | |
| | | | A-43 | | | |
| | | | A-44 | | | |
| | | | A-44 | | | |
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-52 | | | |
| | | | A-52 | | | |
| | | | A-52 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
| | | | A-54 | | |
Exhibit
|
| |
Description
|
|
A
|
| | Bank Merger Agreement | |
B
|
| | Form of Shareholder Support Agreement | |
C
|
| | Form of Claims Letter | |
D
|
| | Form of Restrictive Covenant Agreement | |
|
Affordable Care Act
|
| | Section 3.3(j)(iii) | |
|
Aggregate Merger Consideration
|
| | Section 1.5(a) | |
|
Agreement
|
| | Parties | |
|
Articles of Merger
|
| | Section 1.4 | |
|
Bank
|
| | Parties | |
|
Bank Merger
|
| | Preamble | |
|
Bank Merger Agreement
|
| | Preamble | |
|
CARES Act
|
| | Section 3.3(h)(xi) | |
|
Change in Recommendation
|
| | Section 4.12(b) | |
|
Closing
|
| | Section 1.3 | |
|
Closing Date
|
| | Section 1.3 | |
|
Company
|
| | Parties | |
|
Company Regulatory Agreement
|
| | Section 3.3(v) | |
|
Covered Employees
|
| | Section 4.14(a) | |
|
COVID-19 Measures
|
| | Section 3.3(h)(xi) | |
|
CRA
|
| | Section 3.3(q) | |
|
Dissenter Provisions
|
| | Section 2.3 | |
|
Dissenting Shareholder
|
| | Section 2.3 | |
|
Drummond Certificates
|
| | Section 1.5(b) | |
|
Drummond Directors’ Recommendation
|
| | Section 3.3(b)(ii) | |
|
Drummond Disclosure Letter
|
| | Section 3.1 | |
|
Drummond Latest Balance Sheet
|
| | Section 3.3(d)(ii) | |
|
Effective Time
|
| | Section 1.4 | |
|
Exchange Agent
|
| | Section 2.1(a) | |
|
Exchange Fund
|
| | Section 2.1(d) | |
|
Excluded Shares
|
| | Section 1.5(e) | |
|
IIPI
|
| | Section 3.3(r)(i) | |
|
Indemnification Notice
|
| | Section 7.2(b) | |
|
Indemnified Parties
|
| | Section 7.2(b) | |
|
Indemnified Party
|
| | Section 4.15(a) | |
|
Loans
|
| | Section 3.3(n)(i) | |
|
Material Adverse Effect
|
| | Section 3.2(b) | |
|
Measuring Date
|
| | Section 7.1(a) | |
|
Merger
|
| | Preamble | |
|
Merger Consideration
|
| | Section 1.5(a) | |
|
PPP
|
| |
Section 3.3(h)(xii)
|
|
|
Regulatory Consents
|
| | Section 4.8(b) | |
|
Required Consents
|
| | Section 5.1(b) | |
|
Sarbanes-Oxley Act
|
| | Section 3.3(d)(iv) | |
|
SBC
|
| | Parties | |
|
SBC Preferred Stock
|
| | Section 3.4(c) | |
|
SBC Regulatory Agreement
|
| | Section 3.4(f)(ii) | |
|
Seacoast
|
| | Parties | |
|
Shareholder Support Agreement
|
| | Preamble | |
|
SNB
|
| | Parties | |
|
Surviving Bank
|
| | Section 1.2 | |
|
Surviving Corporation
|
| | Section 1.1 | |
|
Takeover Laws
|
| | Section 3.3(v) | |
| Seacoast: | | |
Seacoast Banking Corporation of Florida
815 Colorado Avenue Stuart, Florida 34994 Telecopy Number: (772) 288-6086 |
|
| | | | Attention: Charles M. Shaffer | |
|
Copy to Counsel (which
shall not constitute notice): |
| |
Alston & Bird LLP 1201 West Peachtree Street Atlanta, Georgia 30309 Telecopy Number: (404) 881-7777 |
|
| | | | Attention: Randolph A. Moore III | |
| Company: | | |
Drummond Banking Company
1627 North Young Boulevard Chiefland, FL 32626 |
|
| | | | Attention: Luther Drummond | |
|
Copy to Counsel (which
shall not constitute notice): |
| |
Smith Mackinnon, PA 301 East Pine Street, Suite 750 Orlando, Florida 32801 |
|
| | | | Attention: Jack P. Greeley, Esq. | |
By: |
|
By: |
|
Name
|
| |
Address
|
| |
County
|
| |
City
|
| |
State
|
| |
Zip
|
| |
Service Type
|
|
| | | | | | | |
By: |
|
By: |
|
Address: |
|
By: |
|
By: |
|
| | |
2021
|
| |
2020
|
| ||||||
Cash and due from banks
|
| | | $ | 17,553,358 | | | | | $ | 12,462,229 | | |
Interest-bearing deposits in other banks
|
| | | | 32,160,940 | | | | | | 46,223,748 | | |
Cash and cash equivalents
|
| | | | 49,714,298 | | | | | | 58,685,977 | | |
Investment securities | | | | | | | | | | | | | |
Available-for-sale
|
| | | | 407,266,130 | | | | | | 275,437,580 | | |
Held-to-maturity
|
| | | | 5,120,690 | | | | | | 5,122,599 | | |
Restricted stock
|
| | | | 856,100 | | | | | | 1,026,600 | | |
Total investment securities
|
| | | | 413,242,920 | | | | | | 281,586,779 | | |
Loans | | | | | | | | | | | | | |
Commercial, financial and agricultural
|
| | | | 67,191,445 | | | | | | 105,125,915 | | |
Real estate – construction
|
| | | | 60,641,793 | | | | | | 63,368,084 | | |
Real estate – mortgage
|
| | | | 274,975,573 | | | | | | 274,703,898 | | |
Installment
|
| | | | 86,446,571 | | | | | | 22,605,425 | | |
Other
|
| | | | 3,069,469 | | | | | | 2,503,741 | | |
Total loans
|
| | | | 492,324,851 | | | | | | 468,307,063 | | |
Plus premium on loans purchased
|
| | | | 57,504 | | | | | | 157,544 | | |
Plus (less) deferred loan fees
|
| | | | 227,596 | | | | | | (241,720) | | |
Less allowance for loan losses
|
| | | | (9,379,962) | | | | | | (8,760,162) | | |
Net loans
|
| | | | 483,229,989 | | | | | | 459,462,725 | | |
Premises and equipment, net
|
| | | | 28,994,888 | | | | | | 22,898,036 | | |
Accrued interest receivable
|
| | | | 4,132,064 | | | | | | 3,762,567 | | |
Deferred income tax benefit
|
| | | | 98,136 | | | | | | — | | |
Bank owned life insurance
|
| | | | 4,996,912 | | | | | | 4,906,076 | | |
Other real estate
|
| | | | 523,028 | | | | | | 274,913 | | |
Core deposit and other intangible assets, net
|
| | | | 3,020,516 | | | | | | 3,479,428 | | |
Other assets
|
| | | | 1,494,534 | | | | | | 7,921,355 | | |
Total assets
|
| | | $ | 989,447,285 | | | | | $ | 842,977,856 | | |
| | |
2021
|
| |
2020
|
| ||||||
Liabilities | | | | | | | | | | | | | |
Deposits
Non interest-bearing demand |
| | | $ | 437,903,933 | | | | | $ | 362,424,235 | | |
Interest-bearing demand
|
| | | | 227,366,168 | | | | | | 214,811,437 | | |
Regular savings
|
| | | | 125,601,570 | | | | | | 92,405,031 | | |
Time, $100,000 and over
|
| | | | 59,284,638 | | | | | | 41,864,161 | | |
Other time
|
| | | | 19,983,891 | | | | | | 21,040,117 | | |
Total deposits
|
| | | | 870,140,200 | | | | | | 732,544,981 | | |
Other liabilities
|
| | | | | | | | | | | | |
Accrued interest payable
|
| | | | 9,664 | | | | | | 12,237 | | |
Deferred compensation
|
| | | | 281,339 | | | | | | 365,384 | | |
Deferred income tax liability
|
| | | | — | | | | | | 1,510,301 | | |
Escrow holding accounts
|
| | | | 190,618 | | | | | | 231,464 | | |
Other accrued liabilities
|
| | | | 6,698,947 | | | | | | 3,190,739 | | |
Total other liabilities
|
| | | | 7,180,568 | | | | | | 5,310,125 | | |
Total liabilities
|
| | | | 877,320,768 | | | | | | 737,855,106 | | |
Shareholders’ equity
|
| | | | | | | | | | | | |
Common stock, $10.29 par value, 800,000 shares authorized, 98,846 and 98,876 issued and outstanding
|
| | | | 1,016,926 | | | | | | 1,017,235 | | |
Additional paid-in capital
|
| | | | 9,379,725 | | | | | | 9,410,615 | | |
Retained earnings
|
| | | | 95,762,752 | | | | | | 83,752,916 | | |
Accumulated other comprehensive gain
|
| | | | 5,967,114 | | | | | | 10,941,984 | | |
Total shareholders’ equity
|
| | | | 112,126,517 | | | | | | 105,122,750 | | |
Total liabilities and shareholders’ equity
|
| | | $ | 989,447,285 | | | | | $ | 842,977,856 | | |
| | |
2021
|
| |
2020
|
| ||||||
Interest income | | | | | | | | | | | | | |
Interest and fees on loans
|
| | | $ | 27,377,461 | | | | | $ | 26,467,358 | | |
Interest on investment securities
|
| | | | 6,845,565 | | | | | | 6,403,657 | | |
Interest on cash deposits
|
| | | | 122,566 | | | | | | 114,675 | | |
Total interest income
|
| | | | 34,345,592 | | | | | | 32,985,690 | | |
Interest expense | | | | | | | | | | | | | |
Interest on deposits
|
| | | | 681,829 | | | | | | 1,117,298 | | |
Interest on notes payable and other borrowings
|
| | | | 41,138 | | | | | | 66,139 | | |
Total interest expense
|
| | | | 722,967 | | | | | | 1,183,437 | | |
Net interest income
|
| | | | 33,622,625 | | | | | | 31,802,253 | | |
Provision for loan losses
|
| | | | 1,405,895 | | | | | | 921,676 | | |
Net interest income after provision for loan losses
|
| | | | 32,216,730 | | | | | | 30,880,577 | | |
Non-interest income | | | | | | | | | | | | | |
Service fees on deposit accounts
|
| | | | 3,954,294 | | | | | | 2,942,041 | | |
Net gain on sale of securities
|
| | | | 1,806,401 | | | | | | 2,656 | | |
Other
|
| | | | 10,281,759 | | | | | | 9,286,255 | | |
Total non-interest income
|
| | | | 16,042,454 | | | | | | 12,230,952 | | |
Non-interest expense
Salaries and employee benefits |
| | | | 18,168,356 | | | | | | 16,071,290 | | |
Occupancy expense
|
| | | | 3,071,450 | | | | | | 2,782,274 | | |
Equipment expense
|
| | | | 2,033,546 | | | | | | 1,860,718 | | |
Data processing fees
|
| | | | 2,303,004 | | | | | | 1,738,108 | | |
Postage, printing and supplies
|
| | | | 1,727,878 | | | | | | 1,551,675 | | |
ATM/debit processing expenses
|
| | | | 1,059,462 | | | | | | 774,804 | | |
Internet banking
|
| | | | 753,258 | | | | | | 632,609 | | |
Profession fees
|
| | | | 703,642 | | | | | | 581,624 | | |
Telephone
|
| | | | 233,802 | | | | | | 329,938 | | |
Advertising and promotion
|
| | | | 251,875 | | | | | | 250,279 | | |
Regulatory assessments
|
| | | | 381,092 | | | | | | 240,800 | | |
Charitable contributions
|
| | | | 112,109 | | | | | | 84,729 | | |
Other real estate expenses
|
| | | | 56,338 | | | | | | 43,787 | | |
Other
|
| | | | 2,750,013 | | | | | | 2,644,072 | | |
Total non-interest expense
|
| | | | 33,605,825 | | | | | | 29,586,707 | | |
Income before provision for income taxes
|
| | | | 14,653,359 | | | | | | 13,524,822 | | |
Provision for income taxes
|
| | | | 2,643,523 | | | | | | 2,670,900 | | |
Net income
|
| | | $ | 12,009,836 | | | | | $ | 10,853,922 | | |
| | |
2021
|
| |
2020
|
| ||||||
Net income
|
| | | $ | 12,009,836 | | | | | $ | 10,853,922 | | |
Other comprehensive gains (losses) | | | | | | | | | | | | | |
Changes in unrealized gains (losses) on securities available for sale, net
of income tax of $3,118,967 in 2021 and income tax of $3,554,934 in 2020 |
| | | | (3,547,814) | | | | | | 7,804,651 | | |
Reclassification adjustment for gains (losses) realized, net of income tax of $379,344 in 2021 and income tax of $558 in 2020
|
| | | | (1,427,057) | | | | | | (2,098) | | |
Total other comprehensive income (loss)
|
| | | | (4,974,871) | | | | | | 7,802,553 | | |
Total comprehensive income
|
| | | $ | 7,034,965 | | | | | $ | 18,656,475 | | |
| | |
2021
|
| |
2020
|
| ||||||
Common stock | | | | | | | | | | | | | |
Balance at beginning of years
|
| | | $ | 1,017,235 | | | | | $ | 1,022,213 | | |
Shares repurchased
|
| | | | (309) | | | | | | (4,978) | | |
Balance at end of years
|
| | | | 1,016,926 | | | | | | 1,017,235 | | |
Additional paid-in capital | | | | | | | | | | | | | |
Balance at beginning of years
|
| | | | 9,410,615 | | | | | | 9,823,112 | | |
Shares repurchased
|
| | | | (30,890) | | | | | | (412,497) | | |
Balance at end of years
|
| | | | 9,379,725 | | | | | | 9,410,615 | | |
Retained earnings | | | | | | | | | | | | | |
Balance at beginning of years
|
| | | | 83,752,916 | | | | | | 72,898,994 | | |
Net Income
|
| | | | 12,009,836 | | | | | | 10,853,922 | | |
Balance at end of years
|
| | | | 95,762,752 | | | | | | 83,752,916 | | |
Accumulated other comprehensive income | | | | | | | | | | | | | |
Balance at beginning of years
|
| | | | 10,941,984 | | | | | | 3,139,431 | | |
Other comprehensive gain (loss)
|
| | | | (4,974,870) | | | | | | 7,802,553 | | |
Balance at end of years
|
| | | | 5,967,114 | | | | | | 10,941,984 | | |
Total shareholders’ equity
|
| | | $ | 112,126,517 | | | | | $ | 105,122,750 | | |
| | |
2021
|
| |
2020
|
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | |
Net income
|
| | | $ | 12,009,836 | | | | | $ | 10,853,922 | | |
Adjustments to reconcile net income to net cash provided by operating activities
|
| | | | | | | | | | | | |
Depreciation of premises and equipment
|
| | | | 1,807,612 | | | | | | 1,677,005 | | |
Amortization of intangible assets
|
| | | | 458,912 | | | | | | 539,198 | | |
(Gain) loss on disposal of premises and equipment
|
| | | | 31,300 | | | | | | (6,085) | | |
Bank owned life insurance income
|
| | | | (90,836) | | | | | | (97,688) | | |
Deferred income tax benefits
|
| | | | 83,473 | | | | | | 68,002 | | |
Gain on disposal of securities – available-for-sale
|
| | | | (1,806,401) | | | | | | (2,656) | | |
Amortization of premiums and accretion of discounts on securities, net
|
| | | | 799,951 | | | | | | 506,996 | | |
Provision for loan loss
|
| | | | 1,405,895 | | | | | | 921,676 | | |
Change in accrued interest receivable
|
| | | | (369,497) | | | | | | (419,338) | | |
Change in other real estate
|
| | | | (248,115) | | | | | | 633,683 | | |
Change in other assets
|
| | | | 6,426,821 | | | | | | (4,464,043) | | |
Change in accrued interest payable
|
| | | | (2,573) | | | | | | (15,106) | | |
Change in deferred compensation
|
| | | | (84,045) | | | | | | (93,515) | | |
Change in other liabilities
|
| | | | 3,467,362 | | | | | | 43,816 | | |
Net cash provided by operating activities
|
| | | | 23,889,695 | | | | | | 10,145,867 | | |
Cash flows from investing activities | | | | | | | | | | | | | |
Proceeds from sales, pay downs and maturities
|
| | | ||||||||||
of investment securities – available-for sale
|
| | | | 580,357,407 | | | | | | 35,291,743 | | |
of investment securities – held-to-maturity
|
| | | | — | | | | | | 750,000 | | |
Proceeds from sales of premises and equipment
|
| | | | 435,400 | | | | | | 199,900 | | |
Purchases of premises and equipment
|
| | | | (8,371,164) | | | | | | (1,177,081) | | |
Purchases of investment securities – available-for-sale
|
| | | | (717,844,378) | | | | | | (96,072,377) | | |
Purchases of investment securities – held-to-maturity
|
| | | | — | | | | | | (336,165) | | |
Change in Federal Home Loan Bank stock
|
| | | | 170,500 | | | | | | (39,200) | | |
Net change in loans
|
| | | | (25,173,159) | | | | | | (85,281,980) | | |
Net cash used by investing activities
|
| | | | (170,425,394) | | | | | | (146,665,160) | | |
Cash flows from financing activities | | | | | | | | | | | | | |
Net change in deposits, other than time deposits
|
| | | | 121,230,968 | | | | | | 173,142,114 | | |
Net change in time deposits
|
| | | | 16,364,251 | | | | | | (11,339,742) | | |
Reacquisition of stock
|
| | | | (31,199) | | | | | | (417,475.00) | | |
Net cash provided by financing activities
|
| | | | 137,564,020 | | | | | | 161,384,897 | | |
Net increase (decrease) in cash
|
| | | | (8,971,679) | | | | | | 24,865,604 | | |
Cash – beginning of year
|
| | | | 58,685,977 | | | | | | 33,820,373 | | |
Cash – end of year
|
| | | $ | 49,714,298 | | | | | $ | 58,685,977 | | |
Supplemental cash flow information | | | | | | | | | | | | | |
Cash paid during the year for:
|
| | | ||||||||||
Interest
|
| | | $ | 725,540 | | | | | $ | 1,198,543 | | |
Income taxes
|
| | | $ | 2,632,700 | | | | | $ | 2,099,473 | | |
2021
|
| |
Amortized
Cost |
| |
Gross
Unrealized Gain |
| |
Gross
Unrealized Loss |
| |
Estimated
Fair Value |
| ||||||||||||
U.S. Treasury
|
| | | $ | 120,980,974 | | | | | $ | 58,246 | | | | | $ | (587,000) | | | | | $ | 120,452,220 | | |
U.S. agency
|
| | | | 146,419,314 | | | | | | 3,574,072 | | | | | | (386,420) | | | | | | 149,606,966 | | |
Corporate bonds
|
| | | | 1,018,116 | | | | | | 50,509 | | | | | | — | | | | | | 1,068,625 | | |
State, county and municipal bonds
|
| | | | 131,017,587 | | | | | | 5,408,142 | | | | | | (287,410) | | | | | | 136,138,319 | | |
| | | | $ | 399,435,991 | | | | | $ | 9,090,969 | | | | | $ | (1,260,830) | | | | | $ | 407,266,130 | | |
2020
|
| | | | | | | | | | | | | | | | | | | | | | | | |
U.S. Treasury
|
| | | $ | 2,597,567 | | | | | $ | 26,821 | | | | | $ | — | | | | | $ | 2,624,388 | | |
U.S. agency
|
| | | | 79,501,044 | | | | | | 7,533,338 | | | | | | (77,601) | | | | | | 86,956,781 | | |
U.S. agency collateralized mortgage
obligation floaters (real estate mortgage investment conduits) |
| | | | 7,471,128 | | | | | | 36,767 | | | | | | (29,308) | | | | | | 7,478,587 | | |
Corporate bonds
|
| | | | 1,525,417 | | | | | | 84,663 | | | | | | — | | | | | | 1,610,080 | | |
Mortgage backed securities
|
| | | | 29,786,857 | | | | | | 441,202 | | | | | | (162,723) | | | | | | 30,065,336 | | |
State, county and municipal bonds
|
| | | | 140,058,649 | | | | | | 6,686,125 | | | | | | (42,366) | | | | | | 146,702,408 | | |
| | | | $ | 260,940,662 | | | | | $ | 14,808,916 | | | | | $ | (311,998) | | | | | $ | 275,437,580 | | |
Held-to-maturity
|
| |
Amortized
Cost |
| |
Gross
Unrealized Gain |
| |
Gross
Unrealized Loss |
| |
Estimated
Fair Value |
| ||||||||||||
State, county and municipal bonds
|
| | | $ | 5,120,690 | | | | | $ | 266,410 | | | | | $ | — | | | | | $ | 5,387,100 | | |
Held-to-maturity
|
| |
Amortized
Cost |
| |
Gross
Unrealized Gain |
| |
Gross
Unrealized Loss |
| |
Estimated
Fair Value |
| ||||||||||||
State, county and municipal bonds
|
| | | $ | 5,122,599 | | | | | $ | 297,074 | | | | | $ | — | | | | | $ | 5,419,673 | | |
| | |
Less Than 12 Months
|
| |
12 Months or Greater
|
| |
Total
|
| |||||||||||||||||||||||||||
December 31, 2021
|
| |
Fair Value
|
| |
Gross
Unrealized Losses |
| |
Fair Value
|
| |
Gross
Unrealized Losses |
| |
Fair Value
|
| |
Gross
Unrealized Losses |
| ||||||||||||||||||
U.S. Treasury
|
| | | $ | 99,999,920 | | | | | $ | (587,000) | | | | | $ | — | | | | | $ | — | | | | | $ | 99,999,920 | | | | | $ | (587,000) | | |
U.S. agency
|
| | | | 68,345,988 | | | | | | (223,161) | | | | | | 3,313,890 | | | | | | (163,259) | | | | | | 71,659,878 | | | | | | (386,420) | | |
State, county and municipal bonds
|
| | | | 16,808,903 | | | | | | (283,337) | | | | | | 215,471 | | | | | | (4,073) | | | | | | 17,024,374 | | | | | | (287,410) | | |
| | | | $ | 185,154,811 | | | | | $ | (1,093,498) | | | | | $ | 3,529,361 | | | | | $ | (167,332) | | | | | $ | 188,684,172 | | | | | $ | (1,260,830) | | |
| | |
Less Than 12 Months
|
| |
12 Months or Greater
|
| |
Total
|
| |||||||||||||||||||||||||||
December 31, 2020
|
| |
Fair Value
|
| |
Gross
Unrealized Losses |
| |
Fair Value
|
| |
Gross
Unrealized Losses |
| |
Fair Value
|
| |
Gross
Unrealized Losses |
| ||||||||||||||||||
U.S. agency
|
| | | $ | 4,950,770 | | | | | $ | (77,601) | | | | | $ | — | | | | | $ | — | | | | | $ | 4,950,770 | | | | | $ | (77,601) | | |
CMO’s
|
| | | | 24,083,571 | | | | | | (187,071) | | | | | | 1,225,114 | | | | | | (4,960) | | | | | | 25,308,685 | | | | | | (192,031) | | |
State, county and municipal
bonds |
| | | | 6,393,975 | | | | | | (42,366) | | | | | | — | | | | | | — | | | | | | 6,393,975 | | | | | | (42,366) | | |
| | | | $ | 35,428,316 | | | | | $ | (307,038) | | | | | $ | 1,225,114 | | | | | $ | (4,960) | | | | | $ | 36,653,430 | | | | | $ | (311,998) | | |
| | |
2021
|
| |||||||||||||||||||||
| | |
Available-for-sale
|
| |
Held-to-Maturity
|
| ||||||||||||||||||
| | |
Amortized
Cost |
| |
Estimated
Fair Value |
| |
Amortized
Cost |
| |
Estimated
Fair Value |
| ||||||||||||
Due within one year
|
| | | $ | 859,876 | | | | | $ | 880,958 | | | | | $ | 200,000 | | | | | $ | 200,288 | | |
Due after one year through 5 years
|
| | | | 91,261,403 | | | | | | 91,132,225 | | | | | | 252,241 | | | | | | 264,847 | | |
Due after 5 years through 10 years
|
| | | | 143,176,928 | | | | | | 145,425,651 | | | | | | 662,875 | | | | | | 690,377 | | |
Due after 10 years
|
| | | | 164,137,784 | | | | | | 169,827,296 | | | | | | 4,005,574 | | | | | | 4,231,588 | | |
| | | | $ | 399,435,991 | | | | | $ | 407,266,130 | | | | | $ | 5,120,690 | | | | | $ | 5,387,100 | | |
| | |
2021
|
| |
2020
|
| ||||||
Federal Home Loan Bank of Atlanta
|
| | | $ | 419,300 | | | | | $ | 589,800 | | |
First National Bankers Bank
|
| | | | 436,800 | | | | | | 436,800 | | |
| | | | $ | 856,100 | | | | | $ | 1,026,600 | | |
December 31, 2021
|
| |
Current
|
| |
30 – 89 days
Past Due |
| |
90 days or
More Past Due |
| |
Non Accrual
|
| |
Total
|
| |||||||||||||||
Commercial, financial, and agricultural
|
| | | $ | 67,166,615 | | | | | $ | — | | | | | $ | — | | | | | $ | 24,830 | | | | | $ | 67,191,445 | | |
Real estate – construction
|
| | | | 60,233,341 | | | | | | — | | | | | | — | | | | | | 408,452 | | | | | | 60,641,793 | | |
Real estate – mortgage
|
| | | | 274,320,741 | | | | | | 182,159 | | | | | | — | | | | | | 472,673 | | | | | | 274,975,573 | | |
Installment
|
| | | | 86,426,724 | | | | | | 19,847 | | | | | | — | | | | | | — | | | | | | 86,446,571 | | |
Other
|
| | | | 3,069,469 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,069,469 | | |
| | | | $ | 491,216,890 | | | | | $ | 202,006 | | | | | $ | — | | | | | $ | 905,955 | | | | | $ | 492,324,851 | | |
December 31, 2020
|
| |
Current
|
| |
30 – 89 days
Past Due |
| |
90 days or
More Past Due |
| |
Non Accrual
|
| |
Total
|
| |||||||||||||||
Commercial, financial, and agricultural
|
| | | $ | 105,125,915 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 105,125,915 | | |
Real estate – construction
|
| | | | 63,311,234 | | | | | | 39,886 | | | | | | — | | | | | | 16,964 | | | | | | 63,368,084 | | |
Real estate – mortgage
|
| | | | 273,652,586 | | | | | | 281,770 | | | | | | — | | | | | | 769,542 | | | | | | 274,703,898 | | |
Installment
|
| | | | 22,570,014 | | | | | | 35,411 | | | | | | — | | | | | | — | | | | | | 22,605,425 | | |
Other
|
| | | | 2,503,741 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,503,741 | | |
| | | | $ | 467,163,490 | | | | | $ | 357,067 | | | | | $ | — | | | | | $ | 786,506 | | | | | $ | 468,307,063 | | |
December 31, 2021
|
| |
Commercial,
Financial and Agricultural |
| |
Real Estate
Construction |
| |
Real Estate
Mortgage |
| |
Installment
and Other |
| |
Total
|
| |||||||||||||||
Balance, beginning of year
|
| | | $ | 1,370,231 | | | | | $ | 1,018,185 | | | | | $ | 4,292,166 | | | | | $ | 2,079,580 | | | | | $ | 8,760,162 | | |
Provisions charged to operations
|
| | | | (400,000) | | | | | | 450,000 | | | | | | 2,255,895 | | | | | | (900,000) | | | | | | 1,405,895 | | |
Recoveries
|
| | | | 8,175 | | | | | | 550 | | | | | | 110,663 | | | | | | 207,815 | | | | | | 327,203 | | |
Charge-offs
|
| | | | (8,955) | | | | | | (64,354) | | | | | | (213,402) | | | | | | (826,587) | | | | | | (1,113,298) | | |
Balance, end of year
|
| | | | 969,451 | | | | | | 1,404,381 | | | | | | 6,445,322 | | | | | | 560,808 | | | | | | 9,379,962 | | |
Ending balance: Individually evaluated for impairment
|
| | | | (400,830) | | | | | | (419) | | | | | | (13,733) | | | | | | (3,011) | | | | | | (417,993) | | |
Collectively evaluated for impairment
|
| | | $ | 568,621 | | | | | $ | 1,403,962 | | | | | $ | 6,431,589 | | | | | $ | 557,797 | | | | | $ | 8,961,969 | | |
Loans:
|
| | | $ | 67,166,615 | | | | | $ | 60,233,341 | | | | | $ | 274,320,741 | | | | | $ | 89,496,193 | | | | | $ | 491,216,890 | | |
Ending Balance: Individually evaluated for impairment
|
| | | | 674,732 | | | | | | 443,986 | | | | | | 718,605 | | | | | | 38,273 | | | | | | 1,875,596 | | |
Ending Balance: collectively evaluated for impairment
|
| | | $ | 66,491,883 | | | | | $ | 59,789,355 | | | | | $ | 273,602,136 | | | | | $ | 89,457,920 | | | | | $ | 489,341,294 | | |
December 31, 2020
|
| |
Commercial,
Financial and Agricultural |
| |
Real Estate
Construction |
| |
Real Estate
Mortgage |
| |
Installment
and Other |
| |
Total
|
| |||||||||||||||
Balance, beginning of year
|
| | | $ | 1,364,319 | | | | | $ | 1,013,696 | | | | | $ | 3,918,065 | | | | | $ | 2,007,956 | | | | | $ | 8,304,036 | | |
Provisions charged to operations
|
| | | | 20,000 | | | | | | 50,000 | | | | | | 501,163 | | | | | | 350,000 | | | | | | 921,163 | | |
Recoveries
|
| | | | 7,807 | | | | | | 800 | | | | | | 19,968 | | | | | | 97,901 | | | | | | 126,476 | | |
Charge-offs
|
| | | | (21,895) | | | | | | (46,311) | | | | | | (147,030) | | | | | | (376,277) | | | | | | (591,513) | | |
Balance, end of year
|
| | | | 1,370,231 | | | | | | 1,018,185 | | | | | | 4,292,166 | | | | | | 2,079,580 | | | | | | 8,760,162 | | |
Ending balance: Individually evaluated for impairment
|
| | | | (329,873) | | | | | | (1,676) | | | | | | (50,235) | | | | | | (30,700) | | | | | | (412,484) | | |
Collectively evaluated for impairment
|
| | | $ | 1,040,358 | | | | | $ | 1,016,509 | | | | | $ | 4,241,931 | | | | | $ | 2,048,880 | | | | | $ | 8,347,678 | | |
Loans:
|
| | | $ | 105,125,915 | | | | | $ | 63,368,084 | | | | | $ | 274,703,898 | | | | | $ | 25,109,166 | | | | | $ | 468,307,063 | | |
Ending Balance: Individually evaluated for impairment
|
| | | | 567,377 | | | | | | 56,014 | | | | | | 1,723,329 | | | | | | 36,805 | | | | | | 2,383,525 | | |
Ending Balance: collectively evaluated for impairment
|
| | | $ | 104,558,538 | | | | | $ | 63,312,070 | | | | | $ | 272,980,569 | | | | | $ | 25,072,361 | | | | | $ | 465,923,538 | | |
December 31, 2021
|
| |
Pass
|
| |
Special
Mentions |
| |
Substandard
|
| |
Total
|
| ||||||||||||
Commercial, financial, and agricultrual
|
| | | $ | 66,784,841 | | | | | $ | 303,324 | | | | | $ | 103,280 | | | | | $ | 67,191,445 | | |
Real estate – construction
|
| | | | 60,235,364 | | | | | | — | | | | | | 406,429 | | | | | | 60,641,793 | | |
Real estate – mortgage
|
| | | | 273,400,185 | | | | | | 1,109,361 | | | | | | 466,027 | | | | | | 274,975,573 | | |
Installment
|
| | | | 86,394,759 | | | | | | 51,812 | | | | | | — | | | | | | 86,446,571 | | |
Other
|
| | | | 3,069,469 | | | | | | — | | | | | | — | | | | | | 3,069,469 | | |
| | | | $ | 489,884,618 | | | | | $ | 1,464,497 | | | | | $ | 975,736 | | | | | $ | 492,324,851 | | |
December 31, 2020
|
| |
Pass
|
| |
Special
Mentions |
| |
Substandard
|
| |
Total
|
| ||||||||||||
Commercial, financial, and agricultrual
|
| | | $ | 104,708,119 | | | | | $ | 417,796 | | | | | $ | — | | | | | $ | 105,125,915 | | |
Real estate – construction
|
| | | | 62,974,839 | | | | | | 376,281 | | | | | | 16,964 | | | | | | 63,368,084 | | |
Real estate – mortgage
|
| | | | 272,152,050 | | | | | | 1,450,980 | | | | | | 1,100,868 | | | | | | 274,703,898 | | |
Installment
|
| | | | 22,555,299 | | | | | | 13,320 | | | | | | 36,806 | | | | | | 22,605,425 | | |
Other
|
| | | | 2,503,741 | | | | | | — | | | | | | — | | | | | | 2,503,741 | | |
| | | | $ | 464,894,048 | | | | | $ | 2,258,377 | | | | | $ | 1,154,638 | | | | | $ | 468,307,063 | | |
| | |
Estimated
Useful Life (in Years) |
| |
2021
|
| |
2020
|
| ||||||
Land
|
| | | | | | $ | 7,074,479 | | | | | $ | 6,680,450 | | |
Land improvements
|
| |
20
|
| | | | 685,638 | | | | | | 356,916 | | |
Bank buildings
|
| |
40
|
| | | | 28,419,977 | | | | | | 22,539,145 | | |
Furniture, fixtures and equipment
|
| |
7 – 10
|
| | | | 8,523,582 | | | | | | 9,227,237 | | |
Automobiles
|
| |
3
|
| | | | 561,360 | | | | | | 618,740 | | |
Rental real estate
|
| |
40
|
| | | | 2,099,815 | | | | | | 2,099,815 | | |
Total cost
|
| | | | | | | 47,364,851 | | | | | | 41,522,303 | | |
Less accumulated depreciation
|
| | | | | | | (18,369,963) | | | | | | (18,624,267) | | |
| | | | | | | $ | 28,994,888 | | | | | $ | 22,898,036 | | |
December 31, 2021
|
| |
Carrying
Amount |
| |
Accumulated
Amortization |
| |
Net Carrying
Amount |
| |||||||||
Core deposit
|
| | | $ | 4,550,136 | | | | | $ | 3,649,203 | | | | | $ | 900,933 | | |
Goodwill
|
| | | | 1,598,600 | | | | | | 272,946 | | | | | | 1,325,654 | | |
Non-compete agreements
|
| | | | 298,000 | | | | | | 298,000 | | | | | | 0 | | |
Customer lists
|
| | | | 1,984,768 | | | | | | 1,190,839 | | | | | | 793,929 | | |
| | | | $ | 8,431,504 | | | | | $ | 5,410,988 | | | | | $ | 3,020,516 | | |
December 31, 2020
|
| |
Carrying
Amount |
| |
Accumulated
Amortization |
| |
Net Carrying
Amount |
| |||||||||
Core deposit
|
| | | $ | 4,550,136 | | | | | $ | 3,390,469 | | | | | $ | 1,159,667 | | |
Goodwill
|
| | | | 1,598,600 | | | | | | 272,946 | | | | | | 1,325,654 | | |
Non-compete agreements
|
| | | | 298,000 | | | | | | 286,750 | | | | | | 11,250.00 | | |
Customer lists
|
| | | | 1,984,768 | | | | | | 1,001,911 | | | | | | 982,857 | | |
| | | | $ | 8,431,504 | | | | | $ | 4,952,076 | | | | | $ | 3,479,428 | | |
|
2022
|
| | | $ | 435,162 | | |
|
2023
|
| | | | 435,162 | | |
|
2024
|
| | | | 357,228 | | |
|
2025
|
| | | | 350,143 | | |
|
2026
|
| | | | 117,168 | | |
| | | | | $ | 1,694,863 | | |
| | |
2021
|
| |
2020
|
| ||||||
Construction-in-progress
|
| | | $ | — | | | | | $ | 6,615,423 | | |
Prepaid expenses
|
| | | | 1,332,174 | | | | | | 930,602 | | |
Prepaid income taxes
|
| | | | (12,413) | | | | | | (87,027) | | |
Other receivables
|
| | | | 174,773 | | | | | | 462,357 | | |
| | | | $ | 1,494,534 | | | | | $ | 7,921,355 | | |
|
2022
|
| | | $ | 68,456,827 | | |
|
2023
|
| | | | 8,233,099 | | |
|
2024
|
| | | | 2,578,603 | | |
| | | | | $ | 79,268,529 | | |
| | |
2021
|
| |
2020
|
| ||||||
Certificates of deposit $100,000 and over
|
| | | $ | 390,629 | | | | | $ | 534,205 | | |
Certificates of deposit under $100,000
|
| | | | 68,105 | | | | | | 164,311 | | |
NOW accounts
|
| | | | 97,891 | | | | | | 204,770 | | |
Savings accounts
|
| | | | 57,981 | | | | | | 48,897 | | |
Money market accounts
|
| | | | 67,223 | | | | | | 165,115 | | |
| | | | $ | 681,829 | | | | | $ | 1,117,298 | | |
|
2022
|
| | | $ | 176,329 | | |
|
2023
|
| | | | 76,210 | | |
|
2024
|
| | | | 62,826 | | |
| | | | | $ | 315,365 | | |
| | |
2021
|
| |
2020
|
| ||||||
Federal income taxes
|
| | | $ | 1,997,600 | | | | | $ | 1,961,934 | | |
State income taxes
|
| | | | 562,450 | | | | | | 646,151 | | |
Deferred income tax
|
| | | | 83,473 | | | | | | 62,815 | | |
| | | | $ | 2,643,523 | | | | | $ | 2,670,900 | | |
| | |
2021
|
| |
2020
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Allowance for loan loss
|
| | | $ | 2,231,774 | | | | | $ | 2,148,167 | | |
Net operating loss carryforward
|
| | | | 410,073 | | | | | | 514,978 | | |
Deferred compensation
|
| | | | 66,939 | | | | | | 89,600 | | |
Total deferred tax assets
|
| | | | 2,708,786 | | | | | | 2,752,745 | | |
Deferred tax liabilities: | | | | ||||||||||
Unrealized gain on securities available-for-sale
|
| | | | (1,863,025) | | | | | | (3,554,934) | | |
Depreciation
|
| | | | (747,625) | | | | | | (708,112) | | |
Total deferred tax liabilities
|
| | | | (2,610,650) | | | | | | (4,263,046) | | |
Net deferred tax assets (liability)
|
| | | $ | 98,136 | | | | | $ | (1,510,301) | | |
| | |
2021
|
| |
2020
|
| ||||||
Income before income taxes
|
| | | $ | 14,653,359 | | | | | $ | 13,524,822 | | |
Increase (decrease) in income from: | | | | | | | | | | | | | |
Depreciation of property and equipment
|
| | | | (407,198) | | | | | | (10,275) | | |
Tax exempt interest income
|
| | | | (4,004,363) | | | | | | (3,794,283) | | |
Nondeductible interest expense
|
| | | | 21,375 | | | | | | 37,561 | | |
Amortization of core deposits
|
| | | | 358,774 | | | | | | 453,345 | | |
Deferred compensation
|
| | | | (84,046) | | | | | | (93,515) | | |
Provision for loan loss, net of charge offs
|
| | | | 619,800 | | | | | | 456,124 | | |
Nontaxable earnings on bank owned life insurance
|
| | | | (90,837) | | | | | | (97,688) | | |
Nondeductible meals and entertainment
|
| | | | — | | | | | | 37,420 | | |
Nontaxable PPP loan forgiveness
|
| | | | — | | | | | | (315,100) | | |
Acquired net operating loss carryover
|
| | | | (376,569) | | | | | | (395,726) | | |
Taxable income
|
| | | $ | 10,690,295 | | | | | $ | 9,802,685 | | |
|
Commitments to extend credit
|
| | | $ | 153,119,264 | | |
|
Standby letters of credit and financial guarantees written
|
| | | $ | 1,564,518 | | |
| | |
2021
|
| |
2020
|
| ||||||
In Scope of FASB ASC 606 | | | | | | | | | | | | | |
Service fees
|
| | | $ | 3,954,292 | | | | | $ | 2,942,041 | | |
Debit and credit card interchange, net
|
| | | | 2,614,011 | | | | | | 2,120,305 | | |
Other
|
| | | | 7,597,142 | | | | | | 7,020,907 | | |
In Scope of FASB ASC 606 | | | | | | | | | | | | | |
Gain (loss) on sale of foreclosed properties
|
| | | | (20,229) | | | | | | 47,356 | | |
Out of Scope of FASB ASC 606 | | | | | | | | | | | | | |
Securities gains
|
| | | | 1,806,401 | | | | | | 2,656 | | |
Bank owned life insurance income
|
| | | | 90,837 | | | | | | 97,687 | | |
| | | | $ | 16,042,454 | | | | | $ | 12,230,952 | | |
| | |
Before Tax
|
| |
Tax Effect
|
| |
Net of Tax
|
| |||||||||
December 31, 2021 | | | | | | | | | | | | | | | | | | | |
Changes in net unrealized gains on debt securities available for sale
|
| | | $ | (6,666,781) | | | | | $ | (3,118,967) | | | | | $ | (3,547,814) | | |
Reclassification adjustment for gains realized
|
| | | | (1,806,401) | | | | | | (379,344) | | | | | | (1,427,057) | | |
| | | | $ | (8,473,182) | | | | | $ | (3,498,311) | | | | | $ | (4,974,871) | | |
December 31, 2020 | | | | | | | | | | | | | | | | | | | |
Changes in net unrealized gains on debt securities available for sale
|
| | | $ | 11,359,585 | | | | | $ | 3,554,934 | | | | | $ | 7,804,651 | | |
Reclassification adjustment for gains realized
|
| | | | (2,656) | | | | | | (558) | | | | | | (2,098) | | |
| | | | $ | 11,356,929 | | | | | $ | 3,554,376 | | | | | $ | 7,802,553 | | |
| | |
Securities
Available For Sale |
| |
Accumulated
Other Comprehensive Income (Loss) |
| ||||||
Balance, January 1, 2020
|
| | | $ | 3,139,431 | | | | | $ | 3,139,431 | | |
Other comprehensive income before reclasification
|
| | | | 7,804,651 | | | | | | 7,804,651 | | |
Amounts reclassified from accumulated other comprehensive income
|
| | | | (2,098) | | | | | | (2,098) | | |
Balance, December 31, 2020
|
| | | | 10,941,984 | | | | | | 10,941,984 | | |
Other comprehensive income before reclasification
|
| | | | (3,547,813) | | | | | | (3,547,813) | | |
Amounts reclassified from accumulated other comprehensive income
|
| | | | (1,427,057) | | | | | | (1,427,057) | | |
Balance, December 31, 2021
|
| | | $ | 5,967,114 | | | | | $ | 5,967,114 | | |
| | |
Actual
|
| |
To be Well Capitalized
Under Prompt Corrective Action Regulations (CBLR Framework) |
| ||||||||||||||||||
(dollars in thousands)
|
| |
Amount
|
| |
Ratio
|
| |
Amount
|
| |
Ratio
|
| ||||||||||||
December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | |
Leverage Ratio
|
| | | $ | 96,720 | | | | | | 9.91% | | | | | $ | 78,044 | | | | | | >8.00% | | |
December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
Leverage Ratio
|
| | | $ | 84,974 | | | | | | 10.57% | | | | | $ | 64,422 | | | | | | >8.00% | | |
| | |
Fair Value Meaurements at Reporting Date Using
|
| |||||||||||||||||||||
| | |
Fair Value
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | |
Available-for-sale securities
|
| | | $ | 407,266,130 | | | | | $ | — | | | | | $ | 407,266,130 | | | | | $ | — | | |
Held-to-maturity securities
|
| | | | 5,387,100 | | | | | | — | | | | | | 5,387,100 | | | | | | — | | |
| | | | $ | 412,653,230 | | | | | $ | — | | | | | $ | 412,653,230 | | | | | $ | — | | |
| | |
Fair Value Meaurements at Reporting Date Using
|
| |||||||||||||||||||||
| | |
Fair Value
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
Available-for-sale securities
|
| | | $ | 275,437,580 | | | | | $ | — | | | | | $ | 275,437,580 | | | | | $ | — | | |
Held-to-maturity securities
|
| | | | 5,419,673 | | | | | | — | | | | | | 5,419,673 | | | | | | — | | |
| | | | $ | 280,857,253 | | | | | $ | — | | | | | $ | 280,857,253 | | | | | $ | — | | |
| | |
December 31, 2021
|
| |
December 31, 2020
|
| ||||||||||||||||||
| | |
Carrying
Amount |
| |
Fair Value
|
| |
Carrying
Amount |
| |
Fair Value
|
| ||||||||||||
Financial assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and due from banks
|
| | | $ | 49,714,298 | | | | | $ | 49,714,298 | | | | | $ | 58,685,977 | | | | | $ | 58,685,977 | | |
Investment securities
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Available-for-sale
|
| | | | 407,266,130 | | | | | | 407,266,130 | | | | | | 275,437,580 | | | | | | 275,437,580 | | |
Held-to-maturity
|
| | | | 5,120,690 | | | | | | 5,387,100 | | | | | | 5,122,599 | | | | | | 5,419,673 | | |
Restricted Stock
|
| | | | 856,100 | | | | | | 856,100 | | | | | | 1,026,600 | | | | | | 1,026,600 | | |
Loans
|
| | | | 492,324,851 | | | | | | 509,750,000 | | | | | | 468,307,063 | | | | | | 466,419,000 | | |
Accrued interest receivable
|
| | | | 4,132,064 | | | | | | 4,132,064 | | | | | | 3,762,567 | | | | | | 3,762,567 | | |
Financial liabilites: | | | | | | ||||||||||||||||||||
Deposits
|
| | | $ | 870,140,200 | | | | | $ | 870,140,200 | | | | | $ | 732,544,981 | | | | | $ | 732,544,981 | | |
Accrued interest payable
|
| | | | 9,664 | | | | | | 9,664 | | | | | | 12,237 | | | | | | 12,237 | | |
| | |
Unaudited
3/31/2022 |
| |
12/31/2021
|
| ||||||
Cash and due from banks
|
| | | $ | 20,382,210 | | | | | $ | 17,553,358 | | |
Interest-bearing deposits in other banks
|
| | | | 40,429,007 | | | | | | 32,160,940 | | |
Cash and cash equivalents
|
| | | | 60,811,217 | | | | | | 49,714,298 | | |
Investment securities | | | | ||||||||||
Available-for-sale
|
| | | | 377,157,486 | | | | | | 407,266,130 | | |
Held-to-maturity
|
| | | | 5,615,476 | | | | | | 5,120,690 | | |
Restricted stock
|
| | | | 929,500 | | | | | | 856,100 | | |
Total investment securities
|
| | | | 383,702,462 | | | | | | 413,242,920 | | |
Loans
Commercial, financial and agricultural |
| | | | 76,321,133 | | | | | | 67,191,445 | | |
Real estate – construction
|
| | | | 75,153,767 | | | | | | 60,641,793 | | |
Real estate – mortgage
|
| | | | 281,266,147 | | | | | | 274,975,573 | | |
Installment
|
| | | | 104,179,347 | | | | | | 86,446,571 | | |
Other
|
| | | | 5,406,137 | | | | | | 3,069,469 | | |
Total loans
|
| | | | 542,326,531 | | | | | | 492,324,851 | | |
Plus premium on loans purchased
|
| | | | 46,722 | | | | | | 57,504 | | |
Less deferred loan fees
|
| | | | 908,363 | | | | | | 227,596 | | |
Less allowance for loan losses
|
| | | | (9,636,416) | | | | | | (9,379,962) | | |
Net loans
|
| | | | 533,645,200 | | | | | | 483,229,989 | | |
Premises and equipment, net
|
| | | | 29,123,780 | | | | | | 28,994,888 | | |
Accrued interest receivable
|
| | | | 4,598,765 | | | | | | 4,132,064 | | |
Deferred income tax benefit
|
| | | | 6,976,266 | | | | | | 98,136 | | |
Bank owned life insurance
|
| | | | 5,019,168 | | | | | | 4,996,912 | | |
Other real estate
|
| | | | 512,473 | | | | | | 523,028 | | |
Core deposit and other intangible assets, net
|
| | | | 2,911,725 | | | | | | 3,020,516 | | |
Other assets
|
| | | | 1,731,218 | | | | | | 1,494,534 | | |
Total assets
|
| | | $ | 1,029,032,274 | | | | | $ | 989,447,285 | | |
| | |
Unaudited
3/31/2022 |
| |
12/31/2021
|
| ||||||
Liabilities | | | | | | | | | | | | | |
Deposits
|
| | | ||||||||||
Non interest-bearing demand
|
| | | $ | 472,258,643 | | | | | $ | 437,903,933 | | |
Interest-bearing demand
|
| | | | 244,527,239 | | | | | | 227,366,168 | | |
Regular savings
|
| | | | 133,875,480 | | | | | | 125,601,570 | | |
Time, $100,000 and over
|
| | | | 57,101,166 | | | | | | 59,284,638 | | |
Other time
|
| | | | 19,323,297 | | | | | | 19,983,891 | | |
Total deposits
|
| | | | 927,085,825 | | | | | | 870,140,200 | | |
Other liabilities | | | | ||||||||||
Notes payable and other borrowings
|
| | | | 1,500,000 | | | | | | — | | |
Accrued interest payable
|
| | | | 24,805 | | | | | | 9,664 | | |
Deferred compensation
|
| | | | 182,903 | | | | | | 281,339 | | |
Escrow holding accounts
|
| | | | 379,314 | | | | | | 190,618 | | |
Other accrued liabilities
|
| | | | 6,398,127 | | | | | | 6,698,947 | | |
Total other liabilities
|
| | | | 8,485,149 | | | | | | 7,180,568 | | |
Total liabilities
|
| | | | 935,570,974 | | | | | | 877,320,768 | | |
Shareholders’ equity | | | | ||||||||||
Common stock, $10.29 par value, 800,000 shares authorized, 98,846 and 98,846 issued and outstanding
|
| | | | 1,016,926 | | | | | | 1,016,926 | | |
Additional paid-in capital
|
| | | | 9,379,725 | | | | | | 9,379,725 | | |
Retained earnings
|
| | | | 97,836,899 | | | | | | 95,762,752 | | |
Accumulated other comprehensive gain (loss)
|
| | | | (14,772,250) | | | | | | 5,967,114 | | |
Total shareholders’ equity
|
| | | | 93,461,300 | | | | | | 112,126,517 | | |
Total liabilities and shareholders’ equity
|
| | | $ | 1,029,032,274 | | | | | $ | 989,447,285 | | |
| | |
Unaudited
3/31/2022 |
| |
12/31/2021
|
| ||||||
Interest income | | | | | | | | | | | | | |
Interest and fees on loans
|
| | | $ | 7,350,798 | | | | | $ | 27,377,461 | | |
Interest on investment securities
|
| | | | 2,104,484 | | | | | | 6,845,565 | | |
Interest on cash deposits
|
| | | | 11,954 | | | | | | 122,566 | | |
Total interest income
|
| | | | 9,467,236 | | | | | | 34,345,592 | | |
Interest expense | | | | | | | | | | | | | |
Interest on deposits
|
| | | | 138,363 | | | | | | 681,829 | | |
Interest on notes payable and other borrowings
|
| | | | 10,253 | | | | | | 41,138 | | |
Total interest expense
|
| | | | 148,616 | | | | | | 722,967 | | |
Net interest income
|
| | | | 9,318,620 | | | | | | 33,622,625 | | |
Provision for loan losses
|
| | | | 741,846 | | | | | | 1,405,895 | | |
Net interest income after provision for loan losses
|
| | | | 8,576,774 | | | | | | 32,216,730 | | |
Non-interest income | | | | | | | | | | | | | |
Service fees on deposit accounts
|
| | | | 1,048,381 | | | | | | 3,954,294 | | |
Net gain on sale of securities
|
| | | | — | | | | | | 1,806,401 | | |
Other
|
| | | | 2,887,209 | | | | | | 10,281,759 | | |
| | | | | 3,935,590 | | | | | | 16,042,454 | | |
Non-interest expense | | | | | | | | | | | | | |
Salaries and employee benefits
|
| | | | 5,704,415 | | | | | | 18,168,356 | | |
Occupancy expense
|
| | | | 755,031 | | | | | | 3,071,450 | | |
Data processing fees
|
| | | | 544,441 | | | | | | 2,303,004 | | |
Equipment expense
|
| | | | 531,395 | | | | | | 2,033,546 | | |
Postage, printing and supplies
|
| | | | 447,172 | | | | | | 1,727,878 | | |
ATM/debit processing expenses
|
| | | | 292,641 | | | | | | 1,059,462 | | |
Internet banking
|
| | | | 208,749 | | | | | | 753,258 | | |
Professional fees
|
| | | | 177,131 | | | | | | 703,642 | | |
Regulatory assessments
|
| | | | 105,596 | | | | | | 381,092 | | |
Advertising and promotion
|
| | | | 99,623 | | | | | | 251,875 | | |
Telephone
|
| | | | 40,030 | | | | | | 233,802 | | |
Charitable contributions
|
| | | | 25,619 | | | | | | 112,109 | | |
Other real estate expenses
|
| | | | 16,577 | | | | | | 56,338 | | |
Other
|
| | | | 980,017 | | | | | | 2,750,013 | | |
| | | | | 9,928,437 | | | | | | 33,605,825 | | |
Income before provision for income taxes
|
| | | | 2,583,927 | | | | | | 14,653,359 | | |
Provision for income taxes
|
| | | | 509,781 | | | | | | 2,643,523 | | |
Net income
|
| | | $ | 2,074,146 | | | | | $ | 12,009,836 | | |
| | |
Unaudited
3/31/2022 |
| |
12/31/2021
|
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | |
Net income
|
| | | $ | 2,074,146 | | | | | $ | 12,009,836 | | |
Adjustments to reconcile net income to net cash provided by operating activities:
|
| | | | | | | | | | | | |
Depreciation of premises and equipment
|
| | | | 409,089 | | | | | | 1,807,612 | | |
Amortization of intangible assets
|
| | | | 108,791 | | | | | | 458,912 | | |
Gain on disposal of premises and equipment
|
| | | | 20,456 | | | | | | 31,300 | | |
Bank owned life insurance income
|
| | | | (22,256) | | | | | | (90,836) | | |
Deferred income tax benefits
|
| | | | — | | | | | | 83,473 | | |
Loss (gain) on disposal of securities – available-for-sale
|
| | | | — | | | | | | (1,806,401) | | |
Amortization of premiums and accretion of discounts on securities, net
|
| | | | 121,531 | | | | | | 799,951 | | |
Provision for loan loss
|
| | | | 741,846 | | | | | | 1,405,895 | | |
Change in accrued interest receivable
|
| | | | (466,701) | | | | | | (369,497) | | |
Change in other real estate
|
| | | | 10,555 | | | | | | (248,115) | | |
Change in other assets
|
| | | | (236,684) | | | | | | 6,426,821 | | |
Change in accrued interest payable
|
| | | | 15,141 | | | | | | (2,573) | | |
Change in deferred compensation
|
| | | | (98,436) | | | | | | (84,045) | | |
Change in other liabilities
|
| | | | (112,124) | | | | | | 3,467,362 | | |
Net cash provided by operating activities
|
| | | | 2,565,354 | | | | | | 23,889,695 | | |
Cash flows from investing activities | | | | | | | | | | | | | |
Proceeds from sales, paydowns and maturities of investment securities – available-for sale
|
| | | | 3,943,521 | | | | | | 580,357,407 | | |
Proceeds from sales of premises and equipment
|
| | | | 1,500 | | | | | | 435,400 | | |
Purchases of premises and equipment
|
| | | | (559,937) | | | | | | (8,371,164) | | |
Purchases of investment securities – available-for-sale
|
| | | | (1,573,901) | | | | | | (717,844,378) | | |
Purchases of investment securities – held-to-maturity
|
| | | | (494,786) | | | | | | — | | |
Change in FHLB and FNBB stock
|
| | | | (73,400) | | | | | | 170,500 | | |
Net changes in loans
|
| | | | (51,157,057) | | | | | | (25,173,159) | | |
Net cash provided (used) by investing activities
|
| | | | (49,914,060) | | | | | | (170,425,394) | | |
Cash flows from financing activities | | | | | | | | | | | | | |
Net change in deposits, other than time deposits
|
| | | | 59,789,691 | | | | | | 121,230,968 | | |
Net change in time deposits
|
| | | | (2,844,066) | | | | | | 16,364,251 | | |
Reacquisition of stock
|
| | | | — | | | | | | (31,199) | | |
Proceeds from short-term debt
|
| | | | 1,500,000 | | | | | | — | | |
Net cash provided (used) by financing activities
|
| | | | 58,445,625 | | | | | | 137,564,020 | | |
Increase in cash and cash equivalents
|
| | | | 11,096,919 | | | | | | (8,971,679) | | |
Cash and cash equivalents – beginning of year
|
| | | | 49,714,298 | | | | | | 58,685,977 | | |
Cash and cash equivalents – end of period
|
| | | $ | 60,811,217 | | | | | $ | 49,714,298 | | |
| Exhibit 2.1 | | | – | | | Agreement and Plan of Merger, dated May 4, 2022, by and among Seacoast Banking Corporation of Florida, Seacoast National Bank, Drummond Banking Company and Drummond Bank (attached as Appendix A to the proxy statement/prospectus). Certain exhibits and schedules to the Agreement and Plan of Merger have been omitted. Such exhibits and schedules are described in the Agreement and Plan of Merger. Seacoast Banking Corporation of Florida hereby agrees to furnish to the Securities and Exchange Commission, upon its request, any or all of such omitted exhibits and schedules. | |
| Exhibit 3.1.1 | | | – | | | | |
| Exhibit 3.1.2 | | | – | | | | |
| Exhibit 3.1.3 | | | – | | | Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.4 to Seacoast’s Form S-1, filed June 22, 2009). | |
| Exhibit 3.1.4 | | | – | | | | |
| Exhibit 3.1.5 | | | – | | | | |
| Exhibit 3.1.6 | | | – | | | | |
| Exhibit 3.1.7 | | | – | | | | |
| Exhibit 3.1.8 | | | – | | | | |
| Exhibit 3.1.9 | | | – | | | | |
| Exhibit 3.1.10 | | | – | | | | |
| Exhibit 3.2 | | | – | | | | |
| Exhibit 4.1 | | | – | | | | |
| Exhibit 5.1 | | | – | | | | |
| Exhibit 8.1 | | | – | | | Tax Opinion of Alston & Bird, LLP (to be filed by amendment). | |
| Exhibit 8.2 | | | – | | | Tax Opinion of Hacker, Johnson & Smith, PA (to be filed by amendment). | |
| Exhibit 21.1 | | | – | | | | |
| Exhibit 23.1 | | | – | | | | |
| Exhibit 23.2 | | | – | | | | |
| Exhibit 23.3 | | | – | | | | |
| Exhibit 24 | | | – | | | | |
| Exhibit 99.1 | | | – | | | Form of Proxy to be used at Drummond Banking Company Special Shareholders Meeting (to be filed by amendment). | |
| Exhibit 99.2 | | | – | | | | |
| Exhibit 107 | | | – | | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Charles M. Shaffer
Charles M. Shaffer
|
| |
Chairman and Chief Executive Officer
(principal executive officer) |
| |
July 1, 2022
|
|
|
/s/ Tracey L. Dexter
Tracey L. Dexter
|
| |
Executive Vice President and
Chief Financial Officer (principal financial and accounting officer) |
| |
July 1, 2022
|
|
|
/s/ Dennis J. Arczynski
Dennis J. Arczynski
|
| | Director | | |
July 1, 2022
|
|
|
/s/ Jacqueline L. Bradley
Jacqueline L. Bradley
|
| | Director | | |
July 1, 2022
|
|
|
/s/ H. Gilbert Culbreth, Jr.
H. Gilbert Culbreth, Jr.
|
| | Director | | |
July 1, 2022
|
|
|
/s/ Julie H. Daum
Julie H. Daum
|
| | Director | | |
July 1, 2022
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Christopher E. Fogal
Christopher E. Fogal
|
| | Director | | |
July 1, 2022
|
|
|
/s/ Maryann Goebel
Maryann Goebel
|
| | Director | | |
July 1, 2022
|
|
|
/s/ Dennis S. Hudson, III
Dennis S. Hudson, III
|
| | Director | | |
July 1, 2022
|
|
|
/s/ Robert J. Lipstein
Robert J. Lipstein
|
| | Director | | |
July 1, 2022
|
|
|
/s/ Alvaro J. Monserrat
Alvaro J. Monserrat
|
| | Director | | |
July 1, 2022
|
|
|
/s/ Thomas E. Rossin
Thomas E. Rossin
|
| | Director | | |
July 1, 2022
|
|
EXHIBIT 5.1
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
404-881-7000 | Fax: 404-881-7777
Randolph A. Moore III | Direct Dial: 404-881-7794 | Email: randy.moore@alston.com |
July 1, 2022
Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, Florida 34994 |
Re: | Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on May 24, 2022 (Registration No. 333- ) |
Ladies and Gentlemen:
We have acted as counsel to Seacoast Banking Corporation of Florida, a Florida corporation (the “Company”), in connection with the Company’s filing of the above referenced registration statement, as amended (the “Registration Statement”) with the Commission to register under the Securities Act of 1933, as amended (the “Securities Act”) approximately 5,135,652 shares of the Company’s common stock, $0.10 par value (the “Shares”). The Shares are to be issued in connection with the merger of Drummond Banking Company, a Florida corporation (“Drummond”) with and into the Company (the “Merger”), as contemplated by the Agreement and Plan of Merger, dated May 4, 2022, by and among the Company, Seacoast National Bank, a national banking association and wholly-owned subsidiary of the Company, Drummond, and Drummond Community Bank, a Florida state-chartered bank and wholly-owned subsidiary of Drummond (the “Merger Agreement”). This opinion is being furnished in accordance with the requirements of Item 21 of the Commission’s Form S-4 and Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering this opinion letter, we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents of the Company, including, without limitation, (i) resolutions adopted by the boards of directors or other governing bodies or controlling entities of the Company, (ii) the organizational documents of the Company, (iii) certificates of officers and representatives (who, in our judgment, are likely to know the facts upon which the opinion or confirmation will be based) of the Company, (iv) the Registration Statement, including the proxy statement/prospectus included therein, (v) the Merger Agreement, (vi) certificates of public officials and (vii) such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein.
In our examination of the relevant documents, we have assumed (i) the genuineness of all signatures, (ii) the legal capacity and competence of all natural persons, (iii) the authenticity of all documents submitted to us as original documents and the conformity to authentic original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies and (iv) the accuracy, completeness and authenticity of all certificates of public officials.
Alston & Bird LLP | www.alston.com |
Atlanta | Beijing | Brussels | Charlotte | Dallas | Los Angeles | New York | Research Triangle | San Francisco | Silicon Valley | Washington, D.C. |
July 1, 2022
Page 2
As to certain factual matters relevant to this opinion letter, we have relied conclusively upon the representations, warranties and statements made in originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, documents, and instruments, including certificates or comparable documents of officers of the Company and of public officials, as we have deemed appropriate as a basis for the opinions hereinafter set forth. Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto, and, accordingly, we do not express any opinion or belief as to matters that might have been disclosed by independent verification.
Our opinion set forth herein is limited to the Florida Business Corporation Act (“FBCA”) and the federal securities laws of the United States, in each case as currently in effect, and we do not express any opinion herein concerning any other laws, statutes, ordinances, rules, or regulations. Special rulings of authorities administering the FBCA or opinions of other counsel have not been sought or obtained.
Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth in this opinion letter, it is our opinion that:
(1) | When the Registration Statement has become effective under the Securities Act, and the Shares have been duly issued and delivered in accordance with the terms of the Merger Agreement upon consummation of the Merger and as contemplated by the Registration Statement, the Shares will be validly issued, fully paid and non-assessable. |
This opinion letter is provided for use solely in connection with the filing of the Registration Statement with the Commission and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our prior express written consent. The only opinion rendered by us consists of those matters set forth in the paragraph numbered (1) above, and no opinion may be implied or inferred beyond the opinion expressly stated in the paragraph numbered (1) above. Our opinion expressed herein is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinion expressed herein.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the prospectus constituting a part thereof. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours, |
ALSTON & BIRD LLP |
By: | /s/ Randolph A. Moore, III | |
Randolph A. Moore, III | ||
A Partner |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement of Seacoast Banking Corporation of Florida on Form S-4 of our report dated February 25, 2022, relating to the consolidated financial statements and effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Seacoast Banking Corporation of Florida for the year ended December 31, 2021, and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ Crowe LLP | |
Crowe LLP |
Fort Lauderdale, Florida
July 1, 2022
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITOR
We consent to the use in this Registration Statement on Form S-4 of Seacoast Banking Corporation of Florida of our report dated February 15, 2022, relating to the consolidated financial statements of Drummond Banking Company, appearing elsewhere in this proxy statement/prospectus.
We also consent to the reference of our Firm under the heading “Experts” in this proxy statement/prospectus.
July 1, 2022
Exhibit 99.2
CONSENT OF HOVDE GROUP, LLC
We hereby consent to the inclusion of our opinion letter, dated May 3, 2022, to the Board of Directors of Drummond Banking Company, as Appendix B to the proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 of Seacoast Banking Corporation of Florida, and to the references to our name and to the description of such opinion in the proxy statement/prospectus. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Act”), or the rules and regulations of the Securities and Exchange Commission thereunder (the “Regulations”), nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “experts” as used in the Act or the Regulations.
/s/ Hovde Group, LLC | |
Hovde Group, LLC | |
Inverness, Illinois | |
July 1, 2022 |
EX-FILING FEES
Calculation of Filing Fee Tables
Form
S-4
(Form Type)
Seacoast
Banking Corporation of Florida
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount
of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial effective date |
Filing
Fee Previously Paid In Connection with Unsold Securities to be Carried Forward |
||||||||||||||||||||||||||||||
Newly Registered Securities | |||||||||||||||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Common stock, par value $0.10 per share | Other | 5,135,652 | (1) | N/A | $ | 93,460,869.92 | (2) | 0.0000927 | $ | 8,663.82 | (3) | ||||||||||||||||||||||||||||
Fees Previously Paid | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Carry Forward Securities | |||||||||||||||||||||||||||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Total Offering Amounts | $ | 8,663.82 | |||||||||||||||||||||||||||||||||||||||
Total Fees Previously Paid | $ | 0.00 | |||||||||||||||||||||||||||||||||||||||
Total Fee Offsets | $ | 0.00 | |||||||||||||||||||||||||||||||||||||||
Net Fee Due | $ | 8,663.82 |
(1) | Represents the maximum number of shares of Seacoast Banking Corporation of Florida common stock, par value $0.10 per share, that could be issued to holders of common stock of Drummond Banking Company in connection with the merger described herein. This number is based upon 98,846 shares of Drummond Banking Company common stock outstanding as of May 4, 2022, multiplied by 51.9561, the exchange ratio for Drummond Banking Company shares in the merger. Pursuant to Rule 416, this registration statement also covers additional shares that may be issued as a result of stock splits, stock dividends or similar transactions. In the event the number of shares of common stock required to be issued to consummate the merger described herein is increased after the date this registration statement is declared effective, Seacoast Banking Corporation of Florida will register such additional shares in accordance with Rule 413 under the Securities Act of 1933, as amended (the “Securities Act”), by filing a registration statement pursuant to Rule 462(b) or Rule 429 under the Securities Act, as applicable, with respect to such additional shares. |
(2) | Computed in accordance with Rule 457(f)(2) solely for the purpose of calculating the registration fee and based upon $945.52 (the book value as of March 31, 2022 of 5,135,652 shares of Drummond Banking Company common stock to be acquired, which includes the total number of shares of Drummond Banking Company common stock outstanding or issuable pursuant to options or other rights). |
(3) | Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price by 0.0000927. |
1