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Florida
(State or other jurisdiction of incorporation or organization) |
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6022
(Primary Standard Industrial Classification Code Number) |
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59-2260678
(I.R.S. Employer Identification No.) |
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Randolph A. Moore III
Alston & Bird LLP One Atlantic Center 1201 W. Peachtree Street Atlanta, Georgia 30309 Telephone: (404) 881-7000 |
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Eduardo J. Arriola
Apollo Bancshares, Inc. 1150 South Miami Ave. Miami, Florida 33130 Telephone: (305) 398-9000 |
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Lowell W. Harrison
Fenimore Kay Harrison LLP 812 San Antonio Street, Suite 600 Austin, Texas 78701 Telephone: (512) 583-5900 |
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Large accelerated filer
☒
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Accelerated filer
☐
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Non-accelerated filer
☐
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Smaller reporting company
☐
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| | | |
Emerging growth company
☐
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| | | | By Order of the Board of Directors, | |
| | | |
Eduardo J. Arriola
Chairman and Chief Executive Officer |
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Miami, Florida
[ ], 2022 |
| | | |
| | | | By Order of the Board of Directors, | |
| | | |
Eduardo J. Arriola
Chairman and Chief Executive Officer |
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Miami, Florida
[ ], 2022 |
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APPENDICES: | | | | | | | |
| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | |
| | |
Page
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| |||
| | | | D-1 | | | |
| | | | E-1 | | | |
| | | | F-1 | | | |
| | | | G-1 | | |
Date
|
| |
Seacoast
closing sale price |
| |
Equivalent
Apollo per share value |
| ||||||
March 28, 2022
|
| | | $ | 35.48 | | | | | $ | 36.65 | | |
[ ], 2022
|
| | | $ | | | | | $ | | | |
Date
|
| |
Seacoast
closing sale price |
| |
Equivalent
Apollo Bank per share value |
| ||||||
March 28, 2022
|
| | | $ | 35.48 | | | | | $ | 42.42 | | |
[ ], 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 | | |
| | |
Seacoast Common Stock
|
| |||||||||||||||
| | |
High
|
| |
Low
|
| |
Dividends
|
| |||||||||
2022 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 39.31 | | | | | $ | 32.40 | | | | | $ | 0.13 | | |
Second Quarter
|
| | | $ | 35.96 | | | | | $ | 30.82 | | | | | $ | 0.17 | | |
Third Quarter (through August 9, 2022)
|
| | | $ | 36.92 | | | | | $ | 31.17 | | | | | $ | — | | |
Date
|
| |
Price
per Share |
| |
Number of
Shares |
| ||||||
January 1, 2021
|
| | | $ | 20.00 | | | | | | 6,600 | | |
January 5, 2022
|
| | | | 17.00 | | | | | | 10,046 | | |
January 5, 2022
|
| | | | 17.00 | | | | | | 4,500 | | |
| | |
Six Months Ended
June 30, |
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||||||||||||||
(Amounts in thousands, except per share data)
|
| |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||||||||
Net interest income
|
| | | $ | 158,169 | | | | | $ | 132,412 | | | | | $ | 276,025 | | | | | $ | 262,743 | | | | | $ | 243,618 | | | | | $ | 211,515 | | | | | $ | 176,296 | | |
Provision for credit losses
|
| | | | 7,378 | | | | | | (10,570) | | | | | | (9,421) | | | | | | 38,179 | | | | | | 10,999 | | | | | | 11,730 | | | | | | 5,648 | | |
Noninterest income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other
|
| | | | 33,089 | | | | | | 33,162 | | | | | | 71,305 | | | | | | 60,335 | | | | | | 55,515 | | | | | | 50,645 | | | | | | 43,230 | | |
Gain on sale of VISA stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,153 | | |
Securities (losses)/gains, net
|
| | | | (752) | | | | | | (169) | | | | | | (578) | | | | | | 1,235 | | | | | | 1,217 | | | | | | (623) | | | | | | 86 | | |
Noninterest expense
|
| | | | 115,065 | | | | | | 91,904 | | | | | | 197,435 | | | | | | 185,552 | | | | | | 160,739 | | | | | | 162,273 | | | | | | 149,916 | | |
Income before income taxes
|
| | | | 68,063 | | | | | | 84,071 | | | | | | 158,738 | | | | | | 100,582 | | | | | | 128,612 | | | | | | 87,534 | | | | | | 79,201 | | |
Provision for income taxes
|
| | | | 14,720 | | | | | | 18,942 | | | | | | 34,335 | | | | | | 22,818 | | | | | | 29,873 | | | | | | 20,259 | | | | | | 36,336 | | |
Net income
|
| | | $ | 53,343 | | | | | $ | 65,129 | | | | | $ | 124,403 | | | | | $ | 77,764 | | | | | $ | 98,739 | | | | | $ | 67,275 | | | | | $ | 42,865 | | |
Per share data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income available to common shareholders:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted
|
| | | $ | 0.86 | | | | | $ | 1.17 | | | | | $ | 2.18 | | | | | $ | 1.44 | | | | | $ | 1.90 | | | | | $ | 1.38 | | | | | $ | 0.99 | | |
Basic
|
| | | | 0.87 | | | | | | 1.18 | | | | | | 2.20 | | | | | | 1.45 | | | | | | 1.92 | | | | | | 1.40 | | | | | | 1.01 | | |
Cash dividends declared
|
| | | | 0.30 | | | | | | 0.13 | | | | | | 0.39 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Book value per share common
|
| | | | 21.65 | | | | | | 21.33 | | | | | | 22.40 | | | | | | 20.46 | | | | | | 19.13 | | | | | | 16.83 | | | | | | 14.70 | | |
Assets
|
| | | $ | 10,811,704 | | | | | $ | 9,316,833 | | | | | $ | 9,681,433 | | | | | $ | 8,342,392 | | | | | $ | 7,108,511 | | | | | $ | 6,747,659 | | | | | $ | 5,810,129 | | |
Net loans
|
| | | | 6,450,779 | | | | | | 5,355,922 | | | | | | 5,841,714 | | | | | | 5,642,616 | | | | | | 5,163,250 | | | | | | 4,792,791 | | | | | | 3,790,255 | | |
Deposits
|
| | | | 9,188,953 | | | | | | 7,836,436 | | | | | | 8,067,589 | | | | | | 6,932,561 | | | | | | 5,584,753 | | | | | | 5,177,240 | | | | | | 4,592,720 | | |
Shareholders’ equity
|
| | | | 1,329,575 | | | | | | 1,182,347 | | | | | | 1,310,736 | | | | | | 1,130,402 | | | | | | 985,639 | | | | | | 864,267 | | | | | | 689,664 | | |
Performance ratios: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Return on average assets
|
| | | | 1.00% | | | | | | 1.50% | | | | | | 1.33% | | | | | | 0.99% | | | | | | 1.45% | | | | | | 1.11% | | | | | | 0.82% | | |
Return on average equity
|
| | | | 7.82% | | | | | | 11.39% | | | | | | 10.24% | | | | | | 7.44% | | | | | | 10.63% | | | | | | 9.08% | | | | | | 7.51% | | |
Average equity to average assets
|
| | | | 12.81% | | | | | | 13.17% | | | | | | 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
|
| | | $ | 35.96 | | | | | $ | 30.82 | | | | | $ | 0.17 | | |
Third Quarter (through August 9, 2022)
|
| | | $ | 36.92 | | | | | $ | 31.17 | | | | | $ | — | | |
Date
|
| |
Price per
Share |
| |
Number of
Shares |
| ||||||
January 1, 2021
|
| | | $ | 20.00 | | | | | | 6,600 | | |
January 5, 2022
|
| | | | 17.00 | | | | | | 10,046 | | |
January 5, 2022
|
| | | | 17.00 | | | | | | 4,500 | | |
| | | | | | | | |
Selected Companies
|
| |||||||||||||||||||||
| | |
Apollo(1)
|
| |
Average
|
| |
Median
|
| |
25th
Percentile |
| |
75th
Percentile |
| |||||||||||||||
MRQ Core Pre-Tax Pre-Provision Return on Average Assets(2)
|
| | | | 1.12%(5) | | | | | | 1.13% | | | | | | 1.19% | | | | | | 0.84% | | | | | | 1.44% | | |
MRQ Core Return on Average Assets(3)
|
| | | | 0.74%(5) | | | | | | 0.94% | | | | | | 0.94% | | | | | | 0.77% | | | | | | 1.09% | | |
MRQ Core Return on Average Tangible Common Equity(3)
|
| | | | 8.8%(5)(6) | | | | | | 10.6% | | | | | | 11.4% | | | | | | 8.6% | | | | | | 12.2% | | |
MRQ Net Interest Margin
|
| | | | 2.94%(7) | | | | | | 3.14% | | | | | | 3.07% | | | | | | 2.81% | | | | | | 3.50% | | |
MRQ Fee Income / Revenue Ratio(4)
|
| | | | 10.0%(5) | | | | | | 22.7% | | | | | | 19.7% | | | | | | 11.3% | | | | | | 27.2% | | |
MRQ Efficiency Ratio
|
| | | | 63.9%(5) | | | | | | 69.3% | | | | | | 66.6% | | | | | | 80.0% | | | | | | 61.1% | | |
| | | | | | | | |
Selected Companies
|
| |||||||||||||||||||||
| | |
Apollo(1)
|
| |
Average
|
| |
Median
|
| |
25th
Percentile |
| |
75th
Percentile |
| |||||||||||||||
Tangible Common Equity / Tangible Assets
|
| | | | 6.79%(2) | | | | | | 9.01% | | | | | | 8.77% | | | | | | 8.00% | | | | | | 9.67% | | |
Total Capital Ratio
|
| | | | 13.31%(3) | | | | | | 15.15% | | | | | | 14.74% | | | | | | 13.70% | | | | | | 16.13% | | |
Loans / Deposits
|
| | | | 71.7% | | | | | | 69.5% | | | | | | 66.1% | | | | | | 59.1% | | | | | | 80.3% | | |
Loan Loss Reserves / Loans
|
| | | | 1.04%(4) | | | | | | 1.10% | | | | | | 1.16% | | | | | | 0.86% | | | | | | 1.27% | | |
Nonperforming Assets / Loans + OREO
|
| | | | 0.59%(5) | | | | | | 0.62% | | | | | | 0.50% | | | | | | 0.76% | | | | | | 0.33% | | |
Net Charge-offs / Average Loans
|
| | | | 0.00%(6) | | | | | | 0.02% | | | | | | 0.01% | | | | | | 0.06% | | | | | | (0.05)% | | |
| | |
Selected Companies
|
| |||||||||||||||||||||
| | |
Average
|
| |
Median
|
| |
25th
Percentile |
| |
75th
Percentile |
| ||||||||||||
One-Year Stock Price Change
|
| | | | 11.2% | | | | | | 13.5% | | | | | | 3.0% | | | | | | 19.7% | | |
Year-To-Date Stock Price Change
|
| | | | 1.7% | | | | | | 0.9% | | | | | | (3.7)% | | | | | | 5.9% | | |
Price / Tangible Book Value per Share
|
| | | | 1.22x | | | | | | 1.18x | | | | | | 1.13x | | | | | | 1.29x | | |
Price / 2022 EPS Estimate
|
| | | | 11.8x | | | | | | 11.3x | | | | | | 11.2x | | | | | | 12.1x | | |
Price / 2023 EPS Estimate
|
| | | | 10.5x | | | | | | 10.7x | | | | | | 9.2x | | | | | | 12.0x | | |
Dividend Yield
|
| | | | 2.1% | | | | | | 2.0% | | | | | | 1.0% | | | | | | 3.1% | | |
LTM Dividend Payout Ratio
|
| | | | 30.9% | | | | | | 27.4% | | | | | | 16.8% | | | | | | 45.9% | | |
| | | | | | | | |
Selected Companies
|
| |||||||||||||||||||||
| | |
Seacoast
|
| |
Average
|
| |
Median
|
| |
25th
Percentile |
| |
75th
Percentile |
| |||||||||||||||
MRQ Core Pre-Tax Pre-Provision Return on Average Assets(1)
|
| | | | 1.68% | | | | | | 1.48% | | | | | | 1.40% | | | | | | 1.20% | | | | | | 1.82% | | |
MRQ Core Return on Average Assets(2)
|
| | | | 1.49% | | | | | | 1.21% | | | | | | 1.18% | | | | | | 0.97% | | | | | | 1.52% | | |
MRQ Core Return on Average Tangible Common Equity(2)
|
| | | | 14.5% | | | | | | 13.9% | | | | | | 13.8% | | | | | | 11.2% | | | | | | 17.1% | | |
MRQ Net Interest Margin
|
| | | | 3.19% | | | | | | 3.00% | | | | | | 3.00% | | | | | | 2.78% | | | | | | 3.18% | | |
MRQ Fee Income / Revenue Ratio(3)
|
| | | | 20.2% | | | | | | 24.6% | | | | | | 21.6% | | | | | | 18.2% | | | | | | 32.1% | | |
MRQ Efficiency Ratio
|
| | | | 53.5% | | | | | | 58.4% | | | | | | 58.8% | | | | | | 67.5% | | | | | | 49.2% | | |
| | | | | | | | | | | | | | |
Selected Companies
|
| |||||||||||||||||||||
| | |
Seacoast
|
| |
Seacoast
Pro Forma(2) |
| |
Average
|
| |
Median
|
| |
25th
Percentile |
| |
75th
Percentile |
| ||||||||||||||||||
Tangible Common Equity / Tangible Assets
|
| | | | 11.10% | | | | | | 10.82% | | | | | | 8.87% | | | | | | 8.78% | | | | | | 8.09% | | | | | | 9.54% | | |
Total Capital Ratio
|
| | | | 18.21% | | | | | | 17.95% | | | | | | 15.57% | | | | | | 15.56% | | | | | | 14.51% | | | | | | 16.33% | | |
Loans / Deposits
|
| | | | 73.4% | | | | | | 72.9% | | | | | | 71.7% | | | | | | 70.2% | | | | | | 68.3% | | | | | | 72.0% | | |
Loan Loss Reserves / Loans
|
| | | | 1.40% | | | | | | | | | | | | 1.28% | | | | | | 1.25% | | | | | | 1.06% | | | | | | 1.39% | | |
Nonperforming Assets / Loans + OREO
|
| | | | 0.81% | | | | | | | | | | | | 0.67% | | | | | | 0.69% | | | | | | 0.83% | | | | | | 0.48% | | |
Net Charge-offs / Average Loans
|
| | | | 0.04% | | | | | | | | | | | | 0.10% | | | | | | 0.05% | | | | | | 0.09% | | | | | | 0.03% | | |
Three-Year Core EPS CAGR(1)
|
| | | | 13.7% | | | | | | | | | | | | 7.2% | | | | | | 5.0% | | | | | | 3.1% | | | | | | 11.1% | | |
Three-Year TBV Per Share CAGR
|
| | | | 13.1% | | | | | | | | | | | | 10.2% | | | | | | 10.4% | | | | | | 8.1% | | | | | | 11.5% | | |
| | | | | | | | | | | | | | |
Selected Companies
|
| |||||||||||||||||||||
| | |
Seacoast
|
| |
Seacoast
Pro Forma(3) |
| |
Average
|
| |
Median
|
| |
25th
Percentile |
| |
75th
Percentile |
| ||||||||||||||||||
One-Year Stock Price Change
|
| | | | (0.3)% | | | | | | | | | | | | 7.6% | | | | | | (1.2)% | | | | | | (6.9)% | | | | | | 0.2% | | |
Year-To-Date Stock Price Change
|
| | | | 1.7% | | | | | | | | | | | | (3.1)% | | | | | | (4.4)% | | | | | | (6.3)% | | | | | | (0.7)% | | |
Price / Tangible Book Value per Share
|
| | | | 2.01x | | | | | | 2.03x | | | | | | 1.69x | | | | | | 1.59x | | | | | | 1.49x | | | | | | 1.82x | | |
Price / 2022 EPS Estimate
|
| | | | 17.9x | | | | | | | | | | | | 14.6x | | | | | | 14.0x | | | | | | 13.0x | | | | | | 15.5x | | |
Price / Capital Adjusted 2022 EPS Estimate(1)
|
| | | | 16.3x | | | | | | 16.5x | | | | | | 14.5x | | | | | | 13.8x | | | | | | 12.7x | | | | | | 14.5x | | |
Price / 2023 EPS Estimate
|
| | | | 15.6x | | | | | | | | | | | | 13.0x | | | | | | 12.5x | | | | | | 11.7x | | | | | | 13.3x | | |
Price / Capital Adjusted 2023 EPS Estimate(1)
|
| | | | 14.2x | | | | | | 14.3x | | | | | | 13.0x | | | | | | 12.0x | | | | | | 11.3x | | | | | | 13.5x | | |
2022-2023 EPS Growth
|
| | | | 14.5% | | | | | | | | | | | | 11.7% | | | | | | 10.3% | | | | | | 9.0% | | | | | | 13.5% | | |
2022 PEG Ratio(2)
|
| | | | 1.24x | | | | | | | | | | | | 1.42x | | | | | | 1.29x | | | | | | 0.96x | | | | | | 1.67x | | |
Dividend Yield
|
| | | | 1.4% | | | | | | | | | | | | 2.3% | | | | | | 2.6% | | | | | | 1.6% | | | | | | 2.9% | | |
LTM Dividend Payout Ratio
|
| | | | 23.9% | | | | | | | | | | | | 28.1% | | | | | | 27.6% | | | | | | 23.3% | | | | | | 36.3% | | |
Acquiror
|
| |
Acquired Company
|
|
First Internet Bancorp | | | First Century Bancorp. | |
United Community Banks, Inc. | | | Reliant Bancorp, Inc. | |
Lake Michigan Credit Union | | | Pilot Bancshares, Inc. | |
Simmons First National Corporation | | | Landmark Community Bank | |
Simmons First National Corporation | | | Triumph Bancshares, Inc. | |
United Bankshares, Inc. | | | Community Bankers Trust Corporation | |
First Foundation Inc. | | | TGR Financial, Inc. | |
First Bancorp | | | Select Bancorp, Inc. | |
United Community Banks, Inc. | | | Aquesta Financial Holdings, Inc. | |
Colony Bankcorp, Inc. | | | SouthCrest Financial Group, Inc. | |
VyStar Credit Union | | | Heritage Southeast Bancorporation Inc. | |
Peoples Bancorp Inc. | | | Premier Financial Bancorp, Inc. | |
Seacoast Banking Corporation of Florida | | | Legacy Bank of Florida | |
BancorpSouth Bank | | | FNS Bancshares, Inc. | |
Blue Ridge Bankshares, Inc. | | | Bay Banks of Virginia, Inc. | |
United Community Banks, Inc. | | | Three Shores Bancorporation, Inc. | |
| | | | | | | | |
Selected Transactions
|
| |||||||||||||||||||||
| | |
Seacoast /
Apollo |
| |
75th
Percentile |
| |
Average
|
| |
Median
|
| |
25th
Percentile |
| |||||||||||||||
Deal Value / Tangible Book Value
|
| | | | 1.98x | | | | | | 1.85x | | | | | | 1.62x | | | | | | 1.66x | | | | | | 1.45x | | |
Core Deposit Premium(2)
|
| | | | 9.8% | | | | | | 11.2% | | | | | | 8.1% | | | | | | 7.9% | | | | | | 6.3% | | |
Deal Value / LTM Earnings
|
| | | | 20.3x | | | | | | 18.5x | | | | | | 16.2x | | | | | | 14.8x | | | | | | 12.7x | | |
Price / Estimated Earnings
|
| | | | 21.9x | | | | | | 15.3x | | | | | | 14.3x | | | | | | 14.0x | | | | | | 12.9x | | |
Price / Forward Earnings
|
| | | | 13.9x | | | | | | 16.0x | | | | | | 14.3x | | | | | | 14.4x | | | | | | 12.7x | | |
| | |
Seacoast
% of Total |
| |
Apollo
% of Total |
| ||||||
Ownership: | | | | | 92.8% | | | | | | 7.2% | | |
Balance Sheet: | | | | | | | | | | | | | |
Assets
|
| | | | 90.8%(1) | | | | | | 9.2% | | |
Gross Loans Held for Investment
|
| | | | 90.4%(1) | | | | | | 9.6% | | |
Deposits
|
| | | | 90.3%(1) | | | | | | 9.7% | | |
Tangible Common Equity
|
| | | | 92.6%(1) | | | | | | 7.4% | | |
Income Statement: | | | | | | | | | | | | | |
2022 Estimated Earnings
|
| | | | 94.0% | | | | | | 6.0% | | |
2023 Estimated Earnings
|
| | | | 92.1% | | | | | | 7.9% | | |
Disqualified Individual
|
| |
Estimated Total Section 280G Value
of the Change in Control Payments |
| |||
Eduardo Arriola
|
| | | $ | 2,721,607 | | |
Ramon Rodriguez
|
| | | $ | 950,000 | | |
Disqualified Individual
|
| |
Estimated Total Section 280G Value
of the Vesting and Payout of the Supplemental Executive Retirement Plans |
| |||
Eduardo Arriola
|
| | | $ | 1,095,969 | | |
Ramon Rodriguez
|
| | | $ | 812,712 | | |
Disqualified Individual
|
| |
Estimated Total Section 280G Value
of the Severance Benefits |
| |||
Eduardo Arriola
|
| | | $ | 325,000 | | |
Disqualified Individual
|
| |
Estimated Total Section 280G Value
of the Seacoast Stock Awards |
| |||
Eduardo Arriola
|
| | | $ | 1,528,393 | | |
Disqualified Individual
|
| |
Estimated Total Section 280G Value
of the Guaranteed Annual Bonus |
| |||
Eduardo Arriola
|
| | | $ | 165,000 | | |
Disqualified Individual
|
| |
Estimated
Total Section 280G Value of the Payments |
| |
Safe Harbor
Amount |
| |
Estimated Excess
Parachute Payments |
| |
Estimated Value of the Waived
Amounts Submitted for Shareholder Approval under the 280G Proposal |
| ||||||||||||
Eduardo Arriola
|
| | | $ | 5,835,969 | | | | | $ | 2,555,466 | | | | | $ | 4,984,146 | | | | | $ | 3,280,504 | | |
Ramon Rodriguez
|
| | | $ | 1,762,712 | | | | | $ | 945,934 | | | | | $ | 1,447,400 | | | | | $ | 816,779 | | |
| | |
APOLLO
|
| |
APOLLO BANK
|
| |
SEACOAST
|
|
Capital Stock
|
| | Holders of Apollo capital stock are entitled to all the rights and obligations provided to capital shareholders under the FBCA and Apollo’s articles of incorporation and bylaws | | | Holders of shares of Apollo Bank’s capital stock are entitled to all the rights and obligations provided to shareholders under the FFIC and Apollo Bank’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
|
| | Apollo’s authorized capital stock consists of 100,000,000 shares of common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share. | | | Apollo Bank’s authorized capital stock consists of 5,000,000 shares of common stock, par value $5.00 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 | |
| | |
APOLLO
|
| |
APOLLO BANK
|
| |
SEACOAST
|
|
| | | | | | | | | Mandatorily Convertible Noncumulative Nonvoting Preferred Stock, Series B). | |
Outstanding
|
| | As of July 31, 2022 there were 3,766,412 shares of Apollo common stock outstanding, no shares of preferred stock outstanding, and 272,601 options and 37,000 warrants outstanding, of which all options were fully vested. | | | As of July 31, 2022, there were 3,967,608 shares of Apollo Bank common stock outstanding. | | | As of July 31, 2022, there were 61,414,213 shares of Seacoast common stock outstanding and no shares of Seacoast preferred stock outstanding. | |
Voting Rights
|
| | Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of the shareholders. | | | Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of the 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. | |
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. | | | No shareholder has the right of cumulative voting in the election of directors. | |
Dividends
|
| |
Apollo’s ability to declare and distribute dividends is governed by the FBCA and laws and regulations applicable to bank holding companies. 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
|
| | Apollo Bank’s ability to declare and distribute dividends is governed by the FFIC as well as federal laws and regulations applicable to banks. Under the FFIC, a bank may declare and pay a dividend up to the aggregate of the net profits of the applicable period combined with the retained net profit of the prior two years. The payment of dividends on retained profits accrued more than two years prior to the payment of the dividend requires regulatory approval. | | | Holders of Seacoast common stock are subject to the same provisions of the FBCA and the Federal Reserve Policy adopted in 2009. | |
| | |
APOLLO
|
| |
APOLLO BANK
|
| |
SEACOAST
|
|
| | |
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 adopted in 2009, 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.
|
| | | | | | |
Number of Directors
|
| | Apollo’s Bylaws provide that the number of directors serving on the Apollo board of directors shall consist of not less than two nor more than 25 members. The number of directors may be fixed or changed, within the minimum and maximum, by the shareholders by the affirmative vote of two-thirds of the issued and outstanding shares of Apollo entitled to vote | | | Apollo Bank’s articles of incorporation provide that the number of directors serving on Apollo Bank’s board of directors shall not be fewer than five. A majority of the full board of directors of Apollo Bank may, at any time during the years following the annual meeting of shareholders, increase the number of directors by not more | | | Seacoast’s bylaws provide that the number of directors serving on the Seacoast board of directors shall be such number as 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 | |
| | |
APOLLO
|
| |
APOLLO BANK
|
| |
SEACOAST
|
|
| | | in the election of directors or by the board of directors by the affirmative vote of two-thirds of the directors then in office. | | |
than two and appoint persons to fill resulting vacancies.
Apollo Bank’s bylaws provide that the number of directors serving on Apollo Bank’s board of directors shall not be more than 25.
There are currently 13 directors serving on Apollo Bank’s board of directors.
|
| |
(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 | | | 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. | | |
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.
|
|
| | |
APOLLO
|
| |
APOLLO BANK
|
| |
SEACOAST
|
|
| | | present. Apollo’s 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 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
|
| |
Apollo’s bylaws provide that a director may be removed by the shareholders of Apollo for cause upon the affirmative vote of the holders of a majority of the outstanding share of Apollo or without cause upon the affirmative vote of the holders of at least two-thirds of the issued and outstanding shares of Apollo.
A director may be removed by the shareholders only at a meeting of shareholders with respect to which notice must be given that
|
| |
Apollo Bank’s bylaws provide that a director may be removed by the shareholders of Apollo for cause upon the affirmative vote of the holders of a majority of the outstanding share of Apollo or without cause upon the affirmative vote of the holders of at least two-thirds of the issued and outstanding shares of Apollo.
A director may be removed by the shareholders only at a meeting of shareholders with respect to which notice must be given that
|
| | 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 | |
| | |
APOLLO
|
| |
APOLLO BANK
|
| |
SEACOAST
|
|
| | |
the purpose or one of the purposes of the meeting is to consider and vote on the removal of the director.
Directors may also be removed by judicial proceedings.
|
| |
the purpose or one of the purposes of the meeting is to consider and vote on the removal of the director.
Directors may also be removed by judicial proceedings.
|
| | 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
|
| |
Apollo’s bylaws provide that vacancies on Apollo’s board of directors may be filled by the board of directors of Apollo, even if less than a quorum.
Florida law also allows a vacancy to be filled by the shareholders.
|
| |
Apollo Bank’s bylaws provide that vacancies on Apollo Bank’s board of directors may be filled by the board of directors of Apollo Bank.
Florida law also allows a vacancy to be filled by the shareholders.
|
| | 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. | |
Action by Written Consent
|
| | Apollo’s articles of incorporation provide that any action required or permitted to be taken at a meeting of the shareholders of Apollo may be taken without a meeting by written consent if the action is taken by all persons who would be entitled to vote at the meeting. | | | Apollo Bank’s bylaws provide that any action required or permitted to be taken at a meeting of the shareholders of Apollo Bank may be taken without a meeting by written consent if the written consent is signed by those persons who would be entitled to vote at a meeting representing shares having voting power to cast not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were presented and voted. | | | 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. | |
| | |
APOLLO
|
| |
APOLLO BANK
|
| |
SEACOAST
|
|
Advance Notice Requirements for Shareholder Nominations and Other Proposals
|
| |
Any Apollo 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 such nomination in writing to the secretary of Apollo.
To be considered, shareholder nomination for director candidates must be delivered or mailed to and received at Apollo’s principal executive offices no less than 30 days prior to the date of the meeting; provided, however, that if less than 40 days’ notice was given or made to shareholders, director nominations will be considered timely if notice is received by Apollo not later than the close of business on the 10th day following the day on which such notice of the meeting is mailed or public disclosure was made.
|
| | Shareholders of Apollo Bank are not subject to any advance notice requirements for shareholder nominations or other proposals. | | |
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 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.
|
|
| | |
APOLLO
|
| |
APOLLO BANK
|
| |
SEACOAST
|
|
Notice of Shareholder Meeting
|
| | Apollo’s bylaws provide that notice of the place, day, and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than 10 nor more than 60 days before the meeting, either mailed to the last known address or personally given to each shareholder. | | | Apollo Bank’s bylaws require that notice of shareholder meetings be provided 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
|
| |
The provisions of Apollo’s articles of incorporation related to business transactions and constituencies require the approval of two-thirds of the outstanding shares of Apollo, unless such change is approved by two-thirds of the directors then in office.
All other provisions 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 and, in cases in which class voting is required, by holders of a majority of the outstanding shares of such class. The board of directors must recommend the amendment to the shareholders, unless the board of directors determines that, because
|
| |
Apollo Bank’s articles of incorporation may be amended in accordance with the FFIC and FBCA, but any such amendment must be approved by the Florida Office of Financial Regulation pursuant to Section 658.23(6) of the Florida Statutes.
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 and, in cases in which class voting is required, by holders of a majority of the outstanding shares of such class. 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
|
| | 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. | |
| | |
APOLLO
|
| |
APOLLO BANK
|
| |
SEACOAST
|
|
| | | 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 shareholder approval in certain discrete circumstances (for example, to change the par value for a class or series of shares). | | | 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 shareholder approval in certain discrete circumstances (for example, to change the par value for a class or series of shares), subject to approval by the Florida Office of Financial Regulation. | | | | |
Amendments to Bylaws
|
| | Apollo’s bylaws may be altered or amended by a majority of the board of directors or by the shareholders by the affirmative vote of a majority of all shares entitled to vote in the election of directors. The shareholders may provide that any amendment adopted by the shareholders may not be repealed, amended, adopted, or altered by the board of directors. | | | Apollo Bank’s bylaws may be altered or amended by a majority of the board of directors or by the shareholders by the affirmative vote of a majority of all shares entitled to vote in the election of directors. The shareholders may provide that any amendment adopted by the shareholders may not be repealed, amended, adopted, or altered by the board of directors. | | | 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
|
| | Apollo’s articles of incorporation provide that special meetings of shareholders may be called at any time by Apollo’s board of directors, the President of Apollo, or upon the written request of one or more shareholders owning an aggregate of not less than 25% of all the outstanding capital stock of Apollo. | | | Apollo Bank’s bylaws provide that special meetings of shareholders may be called at any time by Apollo Bank’s board of directors or Chief Executive Officer, or by the Chairman or Secretary upon the written request of one or more shareholders owning an aggregate of not less than 10% of all the outstanding capital stock of Apollo Bank. | | | 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 | |
| | |
APOLLO
|
| |
APOLLO BANK
|
| |
SEACOAST
|
|
| | | | | | | | | 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
|
| | Apollo’s bylaws provide that a majority of the outstanding shares of stock shall constitute a quorum; however, a lesser number may adjourn from day to day, and shall announce the time and place to which the meeting is adjourned. | | | Apollo Bank’s bylaws provide that a majority of shares entitled to vote, represented in person or by proxy, constitutes 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
|
| | Apollo’s bylaws provide that any shareholder having the right to vote at any meeting of the shareholders, including meetings for the purpose of the election of directors, shall be entitled to vote in person or by proxy, but no proxy shall be voted after eleven months from its date, unless the proxy provides for a longer period. | | | Apollo Bank’s bylaws provide that any shareholder having the right to vote at any meeting of the shareholders, including meetings for the purpose of the election of directors, shall be entitled to vote in person or by proxy, but no proxy shall be voted after eleven months from its date, unless 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 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 | |
| | |
APOLLO
|
| |
APOLLO BANK
|
| |
SEACOAST
|
|
| | | | | | | | | 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
|
| | Apollo’s shareholders do not have preemptive rights. | | | Apollo Bank’s articles of incorporation provide shareholders of Apollo Bank with preemptive rights providing shareholders the right to purchase or subscribe for, at the subscription price offered to the general public, a pro rata portion of any stock of any class that Apollo Bank may issue or sell. | | | Seacoast’s shareholders do not have preemptive rights. | |
Shareholder Rights Plan/Shareholders’ Agreement
|
| | Apollo does not have a shareholder rights plan. Two or more shareholders of Apollo may enter into an agreement providing for the exercise of voting rights in the manner provided in the agreement or relating to any phase of the affairs of the corporation as provided by law. | | | Apollo Bank is a party to that certain Shareholders’ Agreement, dated as of March 12, 2010, by and among Union Credit Bank, Apollo Bancshares, Inc. and certain shareholders of Union Credit Bank. | | | 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
|
| | Apollo’s bylaws provide that Apollo shall indemnify its current and former directors and | | | Apollo Bank’s articles of incorporation provide that Apollo Bank shall indemnify its current and | | | Seacoast’s bylaws provide that Seacoast may indemnify its current and former directors, officers, | |
| | |
APOLLO
|
| |
APOLLO BANK
|
| |
SEACOAST
|
|
| | | officers for reasonable expenses, judgments, and other amounts paid in connection with any proceeding such officer or directors was made party to because he or she was an officer or director of Apollo. | | |
former officers, directors, employees and agents for reasonable expenses, judgments, and other amounts paid in connection with any proceeding such individual was made party to because of his or her position with Apollo Bank to the extent allowed under the FFIC and FBCA.
Apollo Bank’s articles of incorporation also allow Apollo Bank to indemnify its current and former officers, directors, employees and agents for reasonable expenses, judgments, and other amounts paid in connection with administrative proceeding or civil action initiated by any federal banking agency.
The Article is intended to provide the maximum indemnification possible under the laws of Florida and the U.S.
|
| | employees and agents in accordance with that provided under the FBCA. | |
Certain Business Combination Restrictions
|
| | Apollo’s articles of incorporation expressly elect that Apollo not be governed by Section 607.0901 of the FBCA relating to affiliated transaction. | | | Apollo Bank’s articles of incorporation do not contain any provision regarding business combinations between Apollo Bank and significant shareholders. | | | Seacoast’s articles of incorporation do not contain any provision regarding business combinations between Seacoast and significant shareholders. | |
Fundamental Business Transactions
|
| | Apollo’s articles of incorporation provide that any merger or share exchange or any sale, lease, exchange, or other disposition of all or substantially all of the assets of Apollo must be approved by either (i) the affirmative vote of two-thirds of the directors of Apollo and the affirmative vote of a | | | Apollo Bank’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, | |
| | |
APOLLO
|
| |
APOLLO BANK
|
| |
SEACOAST
|
|
| | | majority of the outstanding shares of Apollo or (ii) the affirmative vote of a majority of the directors of Apollo and the affirmative vote of at least two-thirds of the issued and outstanding shares of Apollo. | | | | | | 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 |
| | Apollo’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 offers of another party to (i) make a tender offer or exchange offer for any equity security of Apollo or (ii) to purchase or otherwise acquire all or substantially all of the assets of Apollo, in addition to considering the adequacy and form of the consideration, the board shall also give due consideration to all relevant factors, including the short-term and long-term social and economic effect s on the employees, customers, shareholders, and other constituents of Apollo and its subsidiaries and the communities within which Apollo and Apollo Bank operate and the consideration being offered in relation to the then-current value of Apollo in a freely negotiated transaction | | | Apollo Bank’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 | |
| | |
APOLLO
|
| |
APOLLO BANK
|
| |
SEACOAST
|
|
| | | and in relation to the board of directors’ then-estimate of the future value of Apollo as an independent entity. | | | | | | persons, and 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
|
| | Apollo’s shareholders are entitled to dissenters’ rights under the FBCA. Under the FBCA, a shareholder generally has the right to dissent from any merger to which Apollo is a party and to receive fair value for his or her shares if the shareholder does not vote in favor of, or otherwise consent to, that merger proposal and provides the required notice to Apollo at or prior to the date of such shareholder vote or consent that such shareholder dissents form the merger | | | A shareholder of Apollo Bank may dissent from the merger and receive in cash the appraised value, as of the effective time of the merger, of the shares of Apollo Bank common stock held by such shareholder, in accordance with the Dissent Provisions. Section 215a of the United States Code is the applicable provision relating to the dissent rights of Apollo Bank shareholders in light of Section 658.41(2) of the Florida Financial Institutions Codes, which provides that federal law, rather than Florida law, will be controlling with respect to shareholders’ rights in the merger of a Florida bank with and into a national bank. Under the Dissent Provisions, a shareholder of Apollo Bank may dissent from the merger by (i) either voting against the merger or | | | 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. | |
| | |
APOLLO
|
| |
APOLLO BANK
|
| |
SEACOAST
|
|
| | | | | | giving notice in writing to Apollo Bank at or prior to the annual meeting that he or she dissents from the merger and (ii) making a written request to SNB to receive the value of such shareholder’s shares of Apollo Bank common stock, which request must be made within thirty (30) days after the effective time of the merger and must be accompanied by the surrender of the shareholder’s stock certificates. | | | | |
Market Area
|
| |
Market
Rank |
| |
No. of
Institutions in Market |
| |
Total
Deposits In Market (in 000’s) |
| |
Apollo Bank
Market Share |
| ||||||||||||
Miami, Florida
|
| | | | 31 | | | | | | 55 | | | | | $ | 136,450,489 | | | | | | 0.57% | | |
Coral Gables, Florida
|
| | | | N/A(1) | | | | | | N/A(1) | | | | | | N/A(1) | | | | | | N/A(1) | | |
Hialeah, Florida
|
| | | | 19 | | | | | | 23 | | | | | $ | 17,180,292 | | | | | | 0.31% | | |
Name of Beneficial Owner
|
| |
Number of Shares
Beneficially Owned |
| |
Percentage
Beneficially Owned |
| ||||||
Directors and officers: | | | | | | | | | | | | | |
Eduardo Arriola
|
| | | | 162,094(1) | | | | | | 4.21% | | |
Mathew L. Adler
|
| | | | 32,318(2) | | | | | | * | | |
Richard Dailey
|
| | | | 92,651(3) | | | | | | 2.42% | | |
Nicholas DiTempora
|
| | | | 232,649(4) | | | | | | 6.15% | | |
L. Robert Elias
|
| | | | 55,046(5) | | | | | | 1.46% | | |
William Heffernan
|
| | | | 10,000(6) | | | | | | * | | |
Luis Hernandez
|
| | | | 54,273(7) | | | | | | 1.44% | | |
Carlos Herrera
|
| | | | 132,128(8) | | | | | | 3.49% | | |
Carlos Modia
|
| | | | 5,000(9) | | | | | | * | | |
Ramon Rodriguez
|
| | | | 10,046 | | | | | | * | | |
Leslie Rozencwaig
|
| | | | 97,388(10) | | | | | | 2.57% | | |
Jeffrey Scheck
|
| | | | 111,952(11) | | | | | | 2.96% | | |
Directors and Officers (as a group, 12 persons)
|
| | | | 995,545 | | | | | | 24.73% | | |
| | |
Page
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4.24
Company Options and Warrants
|
| | | | | | |
| | | | A-40 | | | |
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| | | | A-40 | | | |
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| | | | A-44 | | | |
| | | | A-44 | | | |
| | | | A-44 | | | |
| | | | A-51 | | | |
| | | | A-52 | | | |
| | | | A-52 | | | |
| | | | A-52 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
| | | | A-55 | | | |
| | | | A-55 | | |
|
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 | |
| Apollo Certificates | | | Section 1.5(b) | |
| Apollo Directors’ Recommendation | | | Section 3.3(b)(ii) | |
| Apollo Disclosure Letter | | | Section 3.1 | |
| Apollo Latest Balance Sheet | | | Section 3.3(d)(ii) | |
| 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 | |
| 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 Party | | | Section 4.15(a) | |
| Indemnified Parties | | | Section 7.2(b) | |
| 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) | |
| Senior Notes | | | Section 4.23(a) | |
| Shareholder Support Agreement | | | Preamble | |
| SBC | | | Parties | |
| SBC Preferred Stock | | | Section 3.4(c) | |
| SBC Regulatory Agreement | | | Section 3.4(f)(ii) | |
| Seacoast | | | Parties | |
| 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: | | |
Apollo Bancshares, Inc.
1150 South Miami Avenue Miami, Florida 33130 |
|
| | | | Attention: Eduardo J. Arriola | |
|
Copy to Counsel (which
shall not constitute notice): |
| |
Fenimore Kay Harrison 812 San Antonio Street Suite 600 Austin, Texas 78701 |
|
| | | | Attention: Lowell W. Harrison | |
| | | | SEACOAST BANKING CORPORATION OF FLORIDA | |
| | | |
By:
/s/ Charles M. Shaffer
Charles M. Shaffer
President and Chief Executive Officer |
|
| | | | SEACOAST NATIONAL BANK | |
| | | |
By:
/s/ Charles M. Shaffer
Charles M. Shaffer
President and Chief Executive Officer |
|
| | | | APOLLO BANCSHARES, INC. | |
| | | |
By:
/s/ Eduardo J. Arriola
Eduardo J. Arriola
President and Chief Executive Officer |
|
| | | | APOLLO BANK | |
| | | |
By:
/s/ Eduardo J. Arriola
Eduardo J. Arriola
Chairman and Chief Executive Officer |
|
|
Name
|
| |
Address
|
| |
County
|
| |
City
|
| |
State
|
| |
Zip
|
| |
Service Type
|
|
| | | | | | | | | | | | | | | | | | | | |
| | | | SELLER: | | |||
| | | | APOLLO BANCSHARES, INC. | | |||
| | | |
By:
|
| |||
| | | | Name: | | | Eduardo J. Arriola | |
| | | | Title: | | | President and Chief Executive Officer | |
| | | | BUYER: | | |||
| | | | SEACOAST BANKING CORPORATION OF FLORIDA | | |||
| | | |
By:
|
| |||
| | | | Name: | | | Charles M. Shaffer | |
| | | | Title: | | | Chief Executive Officer | |
| | | | SHAREHOLDER: | |
| | | |
|
|
| | | |
|
|
| | | |
|
|
| | | |
|
|
| | | |
|
|
| | | | Number of Shares of Common Stock Over Which Shareholder Has Voting Power and Capacity of Ownership (including any Shares that are converted as a result of the Merger): | |
| | | |
|
|
| | | |
|
|
| | | | SELLER: | | |||
| | | | APOLLO BANCSHARES, INC. | | |||
| | | |
By:
|
| |||
| | | | Name: | | | Eduardo J. Arriola | |
| | | | Title: | | | President and Chief Executive Officer | |
| | | | BUYER: | | |||
| | | | SEACOAST BANKING CORPORATION OF FLORIDA | | |||
| | | |
By:
|
| |||
| | | | Name: | | | Charles M. Shaffer | |
| | | | Title: | | | Chief Executive Officer | |
| | | | SHAREHOLDER: | |
| | | |
|
|
| | | |
|
|
| | | |
|
|
| | | |
|
|
| | | |
|
|
| | | | Number of Shares of Common Stock Over Which Shareholder Has Voting Power and Capacity of Ownership (including any Shares that are converted as a result of the Merger): | |
| | | |
|
|
| | | |
|
|
| | | | Sincerely, | |
| | | |
Signature of Officer or Director
|
|
| | | |
Printed Name of Officer or Director
|
|
| | | | SEACOAST BANKING CORPORATION OF FLORIDA | | |||
| | | | By: | | |
Name: Charles M. Shaffer
Title: Chief Executive Officer |
|
| BUYER: | | | | | |||
| SEACOAST BANKING CORPORATION OF FLORIDA | | | | | |||
| By: | | |
Name: Charles M. Shaffer
Title: Chief Executive Officer |
| |
| DIRECTOR: | | | | | |||
|
|
| | |||||
| Name: | | |
|
| | | |
| Address: | | |
|
| | | |
|
Name
|
| |
Address
|
| |
County
|
| |
City
|
| |
State
|
| |
Zip
|
| |
Service Type
|
|
| | | | | | | | | | | | | | | | | | | | |
| | | | |||||
| CONSOLIDATED FINANCIAL STATEMENTS: | | | | | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | | |
| | | |
|
Miami, Florida May 25, 2022 |
| |
/s/ BDO USA, LLP
Certified Public Accountants |
|
| | |
2021
|
| |
2020
|
| ||||||
ASSETS | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 83,710 | | | | | $ | 64,917 | | |
Interest-bearing time deposits in other banks
|
| | | | 1,746 | | | | | | 996 | | |
Debt securities available for sale
|
| | | | 258,738 | | | | | | 232,861 | | |
Federal Home Loan Bank stock, at cost (restricted)
|
| | | | 1,063 | | | | | | 1,308 | | |
Loans, net
|
| | | | 658,038 | | | | | | 513,523 | | |
Bank owned life insurance
|
| | | | 23,435 | | | | | | 19,058 | | |
Deferred tax asset, net
|
| | | | 4,590 | | | | | | 3,438 | | |
Premises and equipment, net
|
| | | | 6,333 | | | | | | 6,149 | | |
Core deposit intangible, net
|
| | | | 157 | | | | | | 244 | | |
Goodwill
|
| | | | 3,309 | | | | | | 3,309 | | |
Accrued interest receivable
|
| | | | 5,074 | | | | | | 5,617 | | |
Other assets
|
| | | | 1,166 | | | | | | 1,016 | | |
TOTAL ASSETS
|
| | |
$
|
1,047,359
|
| | | |
$
|
852,436
|
| |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Noninterest-bearing demand deposits
|
| | | $ | 378,273 | | | | | $ | 263,648 | | |
Interest-bearing demand deposits
|
| | | | 29,637 | | | | | | 29,520 | | |
Savings, NOW and money-market deposits
|
| | | | 428,776 | | | | | | 362,400 | | |
Time deposits
|
| | | | 89,315 | | | | | | 82,743 | | |
Total deposits
|
| | | | 926,001 | | | | | | 738,311 | | |
LONG-TERM DEBT (NOTE 12)
|
| | | | | | | | | | | | |
Principal amount
|
| | | | 12,250 | | | | | | 12,250 | | |
Less unamortized debt issuance costs
|
| | | | (398) | | | | | | (443) | | |
LONG-TERM DEBT, less unamortized debt issuance costs
|
| | | | 11,852 | | | | | | 11,807 | | |
Federal Home Loan Bank advances
|
| | | | 15,000 | | | | | | 15,000 | | |
Advance payments by borrowers for taxes and insurance
|
| | | | 1,638 | | | | | | 668 | | |
Accrued interest payable and other liabilities
|
| | | | 2,948 | | | | | | 2,444 | | |
TOTAL LIABILITIES
|
| | | | 957,439 | | | | | | 768,230 | | |
COMMITMENTS AND CONTINGENCIES (NOTE 18) | | | | | | | | | | | | | |
STOCKHOLDERS’ EQUITY: | | | | | | | | | | | | | |
Apollo Bancshares, Inc. stockholders’ equity:
|
| | | | | | | | | | | | |
Preferred stock, $0.01 par value, 50,000,000 shares authorized; none issued or
outstanding |
| | | | — | | | | | | — | | |
Common stock, $0.01 par value, 100,000,000 shares authorized; 3,766,412 shares issued and outstanding
|
| | | | 38 | | | | | | 38 | | |
Additional paid-in capital
|
| | | | 44,141 | | | | | | 44,141 | | |
Retained earnings
|
| | | | 31,438 | | | | | | 24,342 | | |
Accumulated other comprehensive income (loss), net of tax effect
|
| | | | (1,301) | | | | | | 991 | | |
Total Apollo Bancshares, Inc. stockholders’ equity
|
| | | | 74,316 | | | | | | 69,512 | | |
Noncontrolling interest
|
| | | | 15,604 | | | | | | 14,694 | | |
TOTAL STOCKHOLDERS’ EQUITY
|
| | | | 89,920 | | | | | | 84,206 | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| | |
$
|
1,047,359
|
| | | |
$
|
852,436
|
| |
| | |
2021
|
| |
2020
|
| ||||||
INTEREST AND DIVIDEND INCOME | | | | | | | | | | | | | |
Loans, including fees
|
| | | $ | 25,631 | | | | | $ | 24,281 | | |
Debt securities
|
| | | | 3,602 | | | | | | 3,159 | | |
Interest-bearing deposits in other banks
|
| | | | 123 | | | | | | 370 | | |
Other
|
| | | | 63 | | | | | | 82 | | |
TOTAL INTEREST AND DIVIDEND INCOME
|
| | | | 29,419 | | | | | | 27,892 | | |
INTEREST EXPENSE | | | | | | | | | | | | | |
Deposits
|
| | | | 1,969 | | | | | | 4,887 | | |
Federal Home Loan Bank advances
|
| | | | 253 | | | | | | 254 | | |
Long-term debt
|
| | | | 717 | | | | | | 130 | | |
TOTAL INTEREST EXPENSE
|
| | | | 2,939 | | | | | | 5,271 | | |
NET INTEREST INCOME
|
| | | | 26,480 | | | | | | 22,621 | | |
(REVERSAL OF) PROVISION FOR LOAN LOSSES
|
| | | | (100) | | | | | | 1,300 | | |
NET INTEREST INCOME AFTER (REVERSAL OF) PROVISION FOR LOAN LOSSES
|
| | | | 26,580 | | | | | | 21,321 | | |
NONINTEREST INCOME | | | | | | | | | | | | | |
Fees for customer services
|
| | | | 2,164 | | | | | | 1,947 | | |
Bank owned life insurance income, net
|
| | | | 537 | | | | | | 313 | | |
Net gain on sales of debt securities available for sale (includes $252 and $807 accumulated other comprehensive income reclassifications for unrealized net gains on available-for-sale debt securities, respectively)
|
| | | | 252 | | | | | | 807 | | |
Net gain on sales of foreclosed assets
|
| | | | 3 | | | | | | 15 | | |
Other
|
| | | | 77 | | | | | | 408 | | |
TOTAL NONINTEREST INCOME
|
| | | | 3,033 | | | | | | 3,490 | | |
NONINTEREST EXPENSES | | | | | | | | | | | | | |
Salaries and employee benefits
|
| | | | 10,890 | | | | | | 9,598 | | |
Occupancy and equipment
|
| | | | 2,921 | | | | | | 2,732 | | |
Data processing
|
| | | | 1,813 | | | | | | 1,616 | | |
Professional fees
|
| | | | 991 | | | | | | 785 | | |
Servicing fees
|
| | | | 255 | | | | | | 343 | | |
Federal Deposit Insurance Corporation
|
| | | | 295 | | | | | | 422 | | |
Amortization of core deposit intangible
|
| | | | 87 | | | | | | 111 | | |
Directors’ fees
|
| | | | 514 | | | | | | 523 | | |
Other general and administrative
|
| | | | 1,622 | | | | | | 1,846 | | |
TOTAL NONINTEREST EXPENSES
|
| | | | 19,388 | | | | | | 17,976 | | |
NET INCOME BEFORE EXPENSE FROM INCOME TAXES
|
| | | | 10,225 | | | | | | 6,835 | | |
EXPENSE FROM INCOME TAXES (includes $62 and $198 income tax expense from reclassification items, respectively)
|
| | | | 1,804 | | | | | | 1,572 | | |
NET INCOME
|
| | | | 8,421 | | | | | | 5,263 | | |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
|
| | | | (1,325) | | | | | | (973) | | |
NET INCOME ATTRIBUTABLE TO APOLLO BANCSHARES, INC.
|
| | | $ | 7,096 | | | | | $ | 4,290 | | |
| 2021 | | | | | | | | | | | | | |
|
NET INCOME
|
| | | | | | | | | $ | 8,421 | | |
| OTHER COMPREHENSIVE LOSS, NET OF TAX: | | | | | | | | | | | | | |
|
Unrealized losses on debt securities:
|
| | | | | | | | | | | | |
|
Unrealized holding losses arising during period (net of tax effect of $830)
|
| | | $ | (2,517) | | | | | | | | |
|
Less: reclassification adjustment for gains included in net income (net of tax effect
of $62) |
| | | | (190) | | | | | | (2,707) | | |
|
COMPREHENSIVE INCOME
|
| | | | | | | | | | 5,714 | | |
|
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO THE NONCONTROLLING INTEREST
|
| | | | | | | | | | (910) | | |
|
COMPREHENSIVE INCOME ATTRIBUTABLE TO APOLLO BANCSHARES, INC.
|
| | | | | | | | |
$
|
4,804
|
| |
| 2020 | | | | | | | | | | | | | |
|
NET INCOME
|
| | | | | | | | | $ | 5,263 | | |
| OTHER COMPREHENSIVE INCOME, NET OF TAX: | | | | | | | | | | | | | |
|
Unrealized gains on debt securities:
|
| | | | | | | | | | | | |
|
Unrealized holding gains arising during period (net of tax effect of $1,055)
|
| | | $ | 3,248 | | | | | | | | |
|
Less: reclassification adjustment for gains included in net income (net of tax effect
of $198) |
| | | | (609) | | | | | | 2,639 | | |
|
COMPREHENSIVE INCOME
|
| | | | | | | | | | 7,902 | | |
|
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO THE NONCONTROLLING INTEREST
|
| | | | | | | | | | (1,423) | | |
|
COMPREHENSIVE INCOME ATTRIBUTABLE TO APOLLO BANCSHARES, INC.
|
| | | | | | | | |
$
|
6,479
|
| |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Retained
Earnings |
| |
Accumulated Other
Comprehensive Income (Loss), net of tax effect |
| |
Noncontrolling
Interest |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||||||||
|
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2020
|
| | | | 3,766,412 | | | | | $ | 38 | | | | | $ | 43,955 | | | | | $ | 20,052 | | | | | $ | (1,198) | | | | | $ | 13,271 | | | | | $ | 76,118 | | |
Net Income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 4,290 | | | | | | — | | | | | | 973 | | | | | | 5,263 | | |
Stock Based Compensation
|
| | | | — | | | | | | — | | | | | | 186 | | | | | | — | | | | | | — | | | | | | — | | | | | | 186 | | |
Other Comprehensive Income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,189 | | | | | | 450 | | | | | | 2,639 | | |
Balance at December 31, 2020
|
| | | | 3,766,412 | | | | | | 38 | | | | | | 44,141 | | | | | | 24,342 | | | | | | 991 | | | | | | 14,694 | | | | | | 84,206 | | |
Net Income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 7,096 | | | | | | — | | | | | | 1,325 | | | | | | 8,421 | | |
Other Comprehensive Loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,292) | | | | | | (415) | | | | | | (2,707) | | |
Balance at December 31, 2021
|
| | |
|
3,766,412
|
| | | |
$
|
38
|
| | | |
$
|
44,141
|
| | | |
$
|
31,438
|
| | | |
$
|
(1,301)
|
| | | |
$
|
15,604
|
| | | |
$
|
89,920
|
| |
| | |
2021
|
| |
2020
|
| ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | |
Net income
|
| | | $ | 8,421 | | | | | $ | 5,263 | | |
Adjustments to reconcile net income to net cash provided by operating activities:
|
| | | | | | | | | | | | |
(Reversal of) provision for loan losses
|
| | | | (100) | | | | | | 1,300 | | |
Net amortization of debt securities
|
| | | | 2,511 | | | | | | 1,042 | | |
Net accretion of deferred loan fees
|
| | | | (1,112) | | | | | | (576) | | |
Net amortization of loan premiums
|
| | | | 203 | | | | | | 62 | | |
Net accretion of discount on acquired loans
|
| | | | (101) | | | | | | (133) | | |
Amortization of long-term debt issuance costs
|
| | | | 45 | | | | | | 8 | | |
Depreciation and amortization of premises and equipment
|
| | | | 367 | | | | | | 301 | | |
Amortization of core deposit intangible
|
| | | | 87 | | | | | | 111 | | |
Net realized gain on sales of debt securities available for sale
|
| | | | (252) | | | | | | (807) | | |
Net realized gain on sales of foreclosed assets
|
| | | | (3) | | | | | | (15) | | |
Bank owned life insurance income, net
|
| | | | (537) | | | | | | (313) | | |
Deferred income taxes
|
| | | | (260) | | | | | | (427) | | |
Stock based compensation
|
| | | | — | | | | | | 186 | | |
Net change in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accrued interest receivable
|
| | | | 543 | | | | | | (2,427) | | |
Other assets
|
| | | | (290) | | | | | | 541 | | |
Accrued interest payable and other liabilities
|
| | | | 504 | | | | | | (38) | | |
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
| | | | 10,026 | | | | | | 4,078 | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | |
Net change in interest-bearing time deposits in other banks
|
| | | | (750) | | | | | | 250 | | |
Purchase of life insurance
|
| | | | (3,840) | | | | | | (5,140) | | |
Activity in debt securities available for sale:
|
| | | | | | | | | | | | |
Sales
|
| | | | 34,962 | | | | | | 59,274 | | |
Maturities, prepayments and calls
|
| | | | 46,383 | | | | | | 24,649 | | |
Purchases
|
| | | | (113,080) | | | | | | (180,229) | | |
Net change in Federal Home Loan Bank stock (restricted)
|
| | | | 245 | | | | | | (39) | | |
Loan principal originations, net
|
| | | | (143,405) | | | | | | (9,754) | | |
Proceeds from sale of foreclosed asset
|
| | | | 143 | | | | | | 453 | | |
Additions to premises and equipment
|
| | | | (551) | | | | | | (269) | | |
NET CASH USED IN INVESTING ACTIVITIES
|
| | | | (179,893) | | | | | | (110,805) | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | |
Net change in deposits
|
| | | | 187,690 | | | | | | 84,895 | | |
Net proceeds from issuance of long-term debt
|
| | | | — | | | | | | 11,799 | | |
Net change in advance payments by borrowers for taxes and insurance
|
| | | | 970 | | | | | | (469) | | |
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
| | | | 188,660 | | | | | | 96,225 | | |
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
| | | | 18,793 | | | | | | (10,502) | | |
CASH AND CASH EQUIVALENTS, beginning of year
|
| | | | 64,917 | | | | | | 75,419 | | |
CASH AND CASH EQUIVALENTS, end of year
|
| | | $ | 83,710 | | | | | $ | 64,917 | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | | | | | | | | | | | |
Transfer of loan to foreclosed asset
|
| | | $ | — | | | | | $ | 355 | | |
Interest paid on deposits and borrowed funds
|
| | | $ | 3,102 | | | | | $ | 5,507 | | |
Cash paid for income taxes
|
| | | $ | 2,340 | | | | | $ | 1,480 | | |
| Building and improvements | | | 30 – 40 years | |
| Leasehold improvements | | | Shorter of life or term of lease | |
| Furniture, fixtures and equipment | | | 5 to 7 years | |
| Computer Hardware/Software | | | 3 to 5 years | |
| Vehicle | | | 3 years | |
| | |
2021
|
| |
2020
|
| ||||||
Beginning balance
|
| | | $ | 12,221 | | | | | $ | 9,238 | | |
Advances
|
| | | | 6,073 | | | | | | 3,203 | | |
Repayments
|
| | | | (11,469) | | | | | | (220) | | |
Ending balance
|
| | | $ | 6,825 | | | | | $ | 12,221 | | |
| | |
For Year Ended December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Interest earned on related party loans
|
| | | $ | 333 | | | | | $ | 454 | | |
Interest paid on related party deposits
|
| | | $ | 101 | | | | | $ | 238 | | |
Fee earned on related party standby letters of credit
|
| | | $ | 2 | | | | | $ | 2 | | |
| | |
2021
|
| |
2020
|
|
Loans
|
| |
4.50% – 5.00%
|
| |
1.00% – 5.00%
|
|
Deposits
|
| |
0.00 – 0.60%
|
| |
0.00 – 1.25%
|
|
| | |
December 31, 2021
|
| |||||||||||||||||||||
| | |
Amortized
Cost |
| |
Gross
Unrealized Gains |
| |
Gross
Unrealized Losses |
| |
Fair
Value |
| ||||||||||||
Securities Available for Sale: | | | | | | | | | | | | | | | | | | | | | | | | | |
U.S. government-sponsored enterprises (GSEs)
|
| | | $ | 6,880 | | | | | $ | 60 | | | | | $ | (44) | | | | | $ | 6,896 | | |
Corporate bonds
|
| | | | 68,341 | | | | | | 1,312 | | | | | | (724) | | | | | | 68,929 | | |
GSE residential mortgage-backed
|
| | | | 92,775 | | | | | | 670 | | | | | | (2,316) | | | | | | 91,129 | | |
GSE commercial mortgage-backed
|
| | | | 7,485 | | | | | | — | | | | | | (106) | | | | | | 7,379 | | |
Tax exempt municipals
|
| | | | 30,424 | | | | | | 323 | | | | | | (70) | | | | | | 30,677 | | |
Asset-backed
|
| | | | 29,410 | | | | | | 154 | | | | | | (137) | | | | | | 29,427 | | |
U.S. treasury notes
|
| | | | 24,718 | | | | | | — | | | | | | (417) | | | | | | 24,301 | | |
Total securities available for sale
|
| | |
$
|
260,033
|
| | | |
$
|
2,519
|
| | | |
$
|
(3,814)
|
| | | |
$
|
258,738
|
| |
| | |
December 31, 2020
|
| |||||||||||||||||||||
| | |
Amortized
Cost |
| |
Gross
Unrealized Gains |
| |
Gross
Unrealized Losses |
| |
Fair
Value |
| ||||||||||||
Securities Available for Sale: | | | | | | | | | | | | | | | | | | | | | | | | | |
U.S. government-sponsored enterprises (GSEs)
|
| | | $ | 18,271 | | | | | $ | 582 | | | | | $ | (57) | | | | | $ | 18,796 | | |
Corporate bonds
|
| | | | 54,175 | | | | | | 1,691 | | | | | | (909) | | | | | | 54,957 | | |
GSE residential mortgage-backed
|
| | | | 113,232 | | | | | | 766 | | | | | | (131) | | | | | | 113,867 | | |
GSE commercial mortgage-backed
|
| | | | 8,562 | | | | | | 8 | | | | | | (26) | | | | | | 8,544 | | |
Tax exempt municipals
|
| | | | 23,776 | | | | | | 373 | | | | | | (9) | | | | | | 24,140 | | |
Asset-backed
|
| | | | 12,541 | | | | | | 60 | | | | | | (44) | | | | | | 12,557 | | |
Total securities available for sale
|
| | |
$
|
230,557
|
| | | |
$
|
3,480
|
| | | |
$
|
(1,176)
|
| | | |
$
|
232,861
|
| |
| | |
Amortized
Cost |
| |
Fair Value
|
| ||||||
After 1 year through 5 years
|
| | | $ | 32,543 | | | | | $ | 32,160 | | |
After 5 years through 10 years
|
| | | | 29,526 | | | | | | 29,385 | | |
Over 10 years
|
| | | | 197,964 | | | | | | 197,193 | | |
Total
|
| | |
$
|
260,033
|
| | | |
$
|
258,738
|
| |
| | |
Less Than Twelve Months
|
| |
Over Twelve Months
|
| |
Total
Unrealized Losses |
| |||||||||||||||||||||
|
Gross
Unrealized Losses |
| |
Fair
Value |
| |
Gross
Unrealized Losses |
| |
Fair
Value |
| ||||||||||||||||||||
December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Securities Available for Sale: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
GSEs
|
| | | $ | — | | | | | $ | — | | | | | $ | (44) | | | | | $ | 4,399 | | | | | $ | (44) | | |
Corporate bonds
|
| | | | (559) | | | | | | 28,522 | | | | | | (165) | | | | | | 4,324 | | | | | | (724) | | |
GSE residential mortgage-backed
|
| | | | (1,318) | | | | | | 57,191 | | | | | | (998) | | | | | | 26,788 | | | | | | (2,316) | | |
GSE commecial mortgage-backed
|
| | | | (27) | | | | | | 5,013 | | | | | | (79) | | | | | | 2,367 | | | | | | (106) | | |
Tax exempt municipals
|
| | | | (58) | | | | | | 5,124 | | | | | | (12) | | | | | | 1,518 | | | | | | (70) | | |
Asset-backed
|
| | | | (137) | | | | | | 19,106 | | | | | | — | | | | | | — | | | | | | (137) | | |
U.S. treasury notes
|
| | | | (417) | | | | | | 24,301 | | | | | | — | | | | | | — | | | | | | (417) | | |
| | | | $ | (2,516) | | | | | $ | 139,257 | | | | | $ | (1,298) | | | | | $ | 39,396 | | | | | $ | (3,814) | | |
| | |
Less Than Twelve Months
|
| |
Over Twelve Months
|
| |
Total
Unrealized Losses |
| |||||||||||||||||||||
|
Gross
Unrealized Losses |
| |
Fair
Value |
| |
Gross
Unrealized Losses |
| |
Fair
Value |
| ||||||||||||||||||||
December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Securities Available for Sale: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
GSEs
|
| | | $ | — | | | | | $ | — | | | | | $ | (57) | | | | | $ | 5,825 | | | | | $ | (57) | | |
Corporate bonds
|
| | | | (319) | | | | | | 13,347 | | | | | | (590) | | | | | | 8,641 | | | | | | (909) | | |
GSE residential mortgage-backed
|
| | | | (131) | | | | | | 48,123 | | | | | | — | | | | | | — | | | | | | (131) | | |
GSE commecial mortgage-backed
|
| | | | — | | | | | | — | | | | | | (26) | | | | | | 3,928 | | | | | | (26) | | |
Tax exempt municipals
|
| | | | (9) | | | | | | 1,493 | | | | | | — | | | | | | — | | | | | | (9) | | |
Asset-backed
|
| | | | — | | | | | | — | | | | | | (44) | | | | | | 6,276 | | | | | | (44) | | |
| | | | $ | (459) | | | | | $ | 62,963 | | | | | $ | (717) | | | | | $ | 24,670 | | | | | $ | (1,176) | | |
| | |
2021
|
| |
2020
|
| ||||||
Commercial and industrial
|
| | | $ | 53,839 | | | | | $ | 72,168 | | |
Real estate
|
| | | | 596,800 | | | | | | 431,124 | | |
Consumer
|
| | | | 12,345 | | | | | | 15,399 | | |
Other
|
| | | | 3,197 | | | | | | 2,478 | | |
| | | | | 666,181 | | | | | | 521,169 | | |
Unamortized net loan premiums
|
| | | | 229 | | | | | | 432 | | |
Net deferred loan fees
|
| | | | (1,476) | | | | | | (1,072) | | |
Allowance for loan losses
|
| | | | (6,896) | | | | | | (7,006) | | |
Loans, net
|
| | |
$
|
658,038
|
| | | |
$
|
513,523
|
| |
| | |
2021
|
| |
2020
|
| ||||||
Gross loans
|
| | | $ | 666,181 | | | | | $ | 521,169 | | |
Accrued interest receivable
|
| | | | 4,035 | | | | | | 4,676 | | |
Net deferred loan fees
|
| | | | (1,476) | | | | | | (1,072) | | |
Unamortized net loan premiums
|
| | | | 229 | | | | | | 432 | | |
| | | | $ | 668,969 | | | | | $ | 525,205 | | |
| | |
Commercial
and Industrial |
| |
Real
Estate |
| |
Consumer
|
| |
Other
|
| |
Unallocated
|
| |
Total
|
| ||||||||||||||||||
Allowance for loan losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning balance
|
| | | $ | 724 | | | | | $ | 5,792 | | | | | $ | 116 | | | | | $ | — | | | | | $ | 374 | | | | | $ | 7,006 | | |
Charge-offs
|
| | | | — | | | | | | — | | | | | | (13) | | | | | | — | | | | | | — | | | | | | (13) | | |
Recoveries
|
| | | | — | | | | | | — | | | | | | 3 | | | | | | — | | | | | | — | | | | | | 3 | | |
Provision (reversal)
|
| | | | (383) | | | | | | 160 | | | | | | (38) | | | | | | — | | | | | | 161 | | | | | | (100) | | |
Ending balance
|
| | | $ | 341 | | | | | $ | 5,952 | | | | | $ | 68 | | | | | $ | — | | | | | $ | 535 | | | | | $ | 6,896 | | |
Ending balance: individually evaluated for impairment
|
| | | $ | 25 | | | | | $ | 190 | | | | | $ | 2 | | | | | $ | — | | | | | $ | — | | | | | $ | 217 | | |
Ending balance: collectively evaluated for impairment
|
| | | $ | 316 | | | | | $ | 5,762 | | | | | $ | 66 | | | | | $ | — | | | | | $ | 535 | | | | | $ | 6,679 | | |
Ending balance: loans acquired with deteriorated credit quality
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Recorded investment in loans:
|
| | | $ | 54,218 | | | | | $ | 598,014 | | | | | $ | 13,577 | | | | | $ | 3,160 | | | | | $ | — | | | | | $ | 668,969 | | |
Ending balance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending balance: individually evaluated for impairment
|
| | | $ | 9,154 | | | | | $ | 5,544 | | | | | $ | 103 | | | | | $ | — | | | | | $ | — | | | | | $ | 14,801 | | |
Ending balance: collectively evaluated for impairment
|
| | | $ | 45,064 | | | | | $ | 592,470 | | | | | $ | 13,474 | | | | | $ | 3,160 | | | | | $ | — | | | | | $ | 654,168 | | |
Ending balance: loans acquired with deteriorated credit quality
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | |
Commercial
and Industrial |
| |
Real
Estate |
| |
Consumer
|
| |
Other
|
| |
Unallocated
|
| |
Total
|
| ||||||||||||||||||
Allowance for loan losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning balance
|
| | | $ | 228 | | | | | $ | 5,428 | | | | | $ | 79 | | | | | $ | 16 | | | | | $ | 2 | | | | | $ | 5,753 | | |
Charge-offs
|
| | | | — | | | | | | (42) | | | | | | — | | | | | | (12) | | | | | | — | | | | | | (54) | | |
Recoveries
|
| | | | — | | | | | | — | | | | | | 1 | | | | | | 6 | | | | | | — | | | | | | 7 | | |
Provision
|
| | | | 496 | | | | | | 406 | | | | | | 36 | | | | | | (10) | | | | | | 372 | | | | | | 1,300 | | |
Ending balance
|
| | | $ | 724 | | | | | $ | 5,792 | | | | | $ | 116 | | | | | $ | — | | | | | $ | 374 | | | | | $ | 7,006 | | |
Ending balance: individually evaluated for impairment
|
| | | $ | 22 | | | | | $ | 93 | | | | | $ | 10 | | | | | $ | — | | | | | $ | — | | | | | $ | 125 | | |
Ending balance: collectively evaluated for impairment
|
| | | $ | 702 | | | | | $ | 5,699 | | | | | $ | 106 | | | | | $ | — | | | | | $ | 374 | | | | | $ | 6,881 | | |
Ending balance: loans acquired with deteriorated credit quality
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Recorded investment in loans:
|
| | | $ | 72,128 | | | | | $ | 433,997 | | | | | $ | 16,596 | | | | | $ | 2,484 | | | | | $ | — | | | | | $ | 525,205 | | |
Ending balance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending balance: individually evaluated for impairment
|
| | | $ | 8,258 | | | | | $ | 29,030 | | | | | $ | 549 | | | | | $ | — | | | | | $ | — | | | | | $ | 37,837 | | |
Ending balance: collectively evaluated for impairment
|
| | | $ | 63,870 | | | | | $ | 404,783 | | | | | $ | 16,047 | | | | | $ | 2,484 | | | | | $ | — | | | | | $ | 487,184 | | |
Ending balance: loans acquired with deteriorated credit quality
|
| | | $ | — | | | | | $ | 184 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 184 | | |
| | |
Pass
|
| |
Special
Mention |
| |
Substandard
|
| |
Total
|
| ||||||||||||
Business assets
|
| | | $ | 28,743 | | | | | $ | — | | | | | $ | 9,051 | | | | | $ | 37,794 | | |
C & I – unsecured
|
| | | | 16,366 | | | | | | 50 | | | | | | — | | | | | | 16,416 | | |
EXIM secured
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Commercial – OO
|
| | | | 69,085 | | | | | | — | | | | | | — | | | | | | 69,085 | | |
Commercial – NOO
|
| | | | 321,111 | | | | | | — | | | | | | — | | | | | | 321,111 | | |
Land
|
| | | | 24,797 | | | | | | — | | | | | | — | | | | | | 24,797 | | |
Residential
|
| | | | 96,958 | | | | | | — | | | | | | 3,633 | | | | | | 100,591 | | |
Hotels
|
| | | | 82,430 | | | | | | — | | | | | | — | | | | | | 82,430 | | |
Consumer – secured
|
| | | | 330 | | | | | | — | | | | | | — | | | | | | 330 | | |
Consumer – unsecured
|
| | | | 8 | | | | | | — | | | | | | — | | | | | | 8 | | |
Guaranteed student
|
| | | | 13,144 | | | | | | — | | | | | | 103 | | | | | | 13,247 | | |
Cash collateral
|
| | | | 3,160 | | | | | | — | | | | | | — | | | | | | 3,160 | | |
Total
|
| | |
$
|
656,132
|
| | | |
$
|
50
|
| | | |
$
|
12,787
|
| | | |
$
|
668,969
|
| |
| | |
Pass
|
| |
Special
Mention |
| |
Substandard
|
| |
Total
|
| ||||||||||||
Business assets
|
| | | $ | 33,520 | | | | | $ | 4,566 | | | | | $ | 8,246 | | | | | $ | 46,332 | | |
C & I – unsecured
|
| | | | 8,441 | | | | | | 51 | | | | | | — | | | | | | 8,492 | | |
EXIM secured
|
| | | | 17,304 | | | | | | — | | | | | | — | | | | | | 17,304 | | |
Commercial – OO
|
| | | | 44,706 | | | | | | — | | | | | | 2,521 | | | | | | 47,227 | | |
Commercial – NOO
|
| | | | 192,967 | | | | | | — | | | | | | 3,212 | | | | | | 196,179 | | |
Land
|
| | | | 21,504 | | | | | | — | | | | | | — | | | | | | 21,504 | | |
Residential
|
| | | | 82,534 | | | | | | — | | | | | | 11,387 | | | | | | 93,921 | | |
Hotels
|
| | | | 60,942 | | | | | | — | | | | | | 14,224 | | | | | | 75,166 | | |
Consumer – secured
|
| | | | 339 | | | | | | — | | | | | | — | | | | | | 339 | | |
Consumer – unsecured
|
| | | | 10 | | | | | | — | | | | | | — | | | | | | 10 | | |
Guaranteed student
|
| | | | 16,247 | | | | | | — | | | | | | — | | | | | | 16,247 | | |
Cash collateral
|
| | | | 2,484 | | | | | | — | | | | | | — | | | | | | 2,484 | | |
Total
|
| | |
$
|
480,998
|
| | | |
$
|
4,617
|
| | | |
$
|
39,590
|
| | | |
$
|
525,205
|
| |
| | |
Term
Modifications |
| |
Combination
Modifications |
| |
Total
Modifications |
| |||||||||
Residential
|
| | | $ | 1,009 | | | | | $ | — | | | | | $ | 1,009 | | |
Total
|
| | | $ | 1,009 | | | | | $ | — | | | | | $ | 1,009 | | |
| | |
Term
Modifications |
| |
Combination
Modifications |
| |
Total
Modifications |
| |||||||||
Commercial – OO
|
| | | $ | — | | | | | $ | 62 | | | | | $ | 62 | | |
Residential
|
| | | | 1,240 | | | | | | — | | | | | | 1,240 | | |
Total
|
| | |
$
|
1,240
|
| | | |
$
|
62
|
| | | |
$
|
1,302
|
| |
| | |
Performing
|
| |
Nonperforming
|
| |
Total
|
| |||||||||
Business assets
|
| | | $ | 37,794 | | | | | $ | — | | | | | $ | 37,794 | | |
EXIM secured
|
| | | | — | | | | | | — | | | | | | — | | |
C & I – unsecured
|
| | | | 16,416 | | | | | | — | | | | | | 16,416 | | |
Commercial – OO
|
| | | | 69,085 | | | | | | — | | | | | | 69,085 | | |
Commercial – NOO
|
| | | | 321,111 | | | | | | — | | | | | | 321,111 | | |
Land
|
| | | | 24,797 | | | | | | — | | | | | | 24,797 | | |
Residential
|
| | | | 96,627 | | | | | | 3,964 | | | | | | 100,591 | | |
Hotels
|
| | | | 82,430 | | | | | | — | | | | | | 82,430 | | |
Consumer – secured
|
| | | | 330 | | | | | | — | | | | | | 330 | | |
Consumer – unsecured
|
| | | | 8 | | | | | | — | | | | | | 8 | | |
Guaranteed student
|
| | | | 13,247 | | | | | | — | | | | | | 13,247 | | |
Cash collateral
|
| | | | 3,160 | | | | | | — | | | | | | 3,160 | | |
Total
|
| | |
$
|
665,005
|
| | | |
$
|
3,964
|
| | | |
$
|
668,969
|
| |
| | |
Performing
|
| |
Nonperforming
|
| |
Total
|
| |||||||||
Business assets
|
| | | $ | 46,332 | | | | | $ | — | | | | | $ | 46,332 | | |
EXIM secured
|
| | | | 17,304 | | | | | | — | | | | | | 17,304 | | |
C & I – unsecured
|
| | | | 8,492 | | | | | | — | | | | | | 8,492 | | |
Commercial – OO
|
| | | | 47,165 | | | | | | 62 | | | | | | 47,227 | | |
Commercial – NOO
|
| | | | 196,179 | | | | | | — | | | | | | 196,179 | | |
Land
|
| | | | 21,504 | | | | | | — | | | | | | 21,504 | | |
Residential
|
| | | | 82,534 | | | | | | 11,387 | | | | | | 93,921 | | |
Hotels
|
| | | | 75,166 | | | | | | — | | | | | | 75,166 | | |
Consumer – secured
|
| | | | 339 | | | | | | — | | | | | | 339 | | |
Consumer – unsecured
|
| | | | 10 | | | | | | — | | | | | | 10 | | |
Guaranteed student
|
| | | | 16,247 | | | | | | — | | | | | | 16,247 | | |
Cash collateral
|
| | | | 2,484 | | | | | | — | | | | | | 2,484 | | |
Total
|
| | |
$
|
513,756
|
| | | |
$
|
11,449
|
| | | |
$
|
525,205
|
| |
| | |
31 – 60
Days Past Due |
| |
61 – 90
Days Past Due |
| |
Greater Than
90 Days |
| |
Total Past
Due |
| |
Current
|
| |
Total
Loans |
| |
Recorded
Investment >90 Days and Accruing |
| |||||||||||||||||||||
Business assets
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 37,794 | | | | | $ | 37,794 | | | | | $ | — | | |
EXIM secured
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
C & I – unsecured
|
| | | | 1 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 16,415 | | | | | | 16,416 | | | | | | — | | |
Commercial – OO
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 69,085 | | | | | | 69,085 | | | | | | — | | |
Commercial – NOO
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 321,111 | | | | | | 321,111 | | | | | | — | | |
Land
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,797 | | | | | | 24,797 | | | | | | — | | |
Residential
|
| | | | 103 | | | | | | — | | | | | | 2,618 | | | | | | 2,721 | | | | | | 97,870 | | | | | | 100,591 | | | | | | — | | |
Hotels
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 82,430 | | | | | | 82,430 | | | | | | — | | |
Consumer – secured
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 330 | | | | | | 330 | | | | | | — | | |
Consumer – unsecured
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8 | | | | | | 8 | | | | | | — | | |
Guaranteed student
|
| | | | 53 | | | | | | 59 | | | | | | 103 | | | | | | 215 | | | | | | 13,032 | | | | | | 13,247 | | | | | | 103 | | |
Cash collateral
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,160 | | | | | | 3,160 | | | | | | — | | |
Total
|
| | |
$
|
157
|
| | | |
$
|
59
|
| | | |
$
|
2,721
|
| | | |
$
|
2,937
|
| | | |
$
|
666,032
|
| | | |
$
|
668,969
|
| | | |
$
|
103
|
| |
| | |
31 – 60
Days Past Due |
| |
61 – 90
Days Past Due |
| |
Greater Than
90 Days |
| |
Total Past
Due |
| |
Current
|
| |
Total
Loans |
| |
Recorded
Investment >90 Days and Accruing |
| |||||||||||||||||||||
Business assets
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 46,332 | | | | | $ | 46,332 | | | | | $ | — | | |
EXIM secured
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,304 | | | | | | 17,304 | | | | | | — | | |
C & I – unsecured
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,492 | | | | | | 8,492 | | | | | | — | | |
Commercial – OO
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 47,227 | | | | | | 47,227 | | | | | | — | | |
Commercial – NOO
|
| | | | — | | | | | | 897 | | | | | | — | | | | | | 897 | | | | | | 195,282 | | | | | | 196,179 | | | | | | — | | |
Land
|
| | | | — | | | | | | 1,424 | | | | | | — | | | | | | 1,424 | | | | | | 20,080 | | | | | | 21,504 | | | | | | — | | |
Residential
|
| | | | 526 | | | | | | 191 | | | | | | 11,387 | | | | | | 12,104 | | | | | | 81,817 | | | | | | 93,921 | | | | | | — | | |
Hotels
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 75,166 | | | | | | 75,166 | | | | | | — | | |
Consumer – secured
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 339 | | | | | | 339 | | | | | | — | | |
Consumer – unsecured
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10 | | | | | | 10 | | | | | | — | | |
Guaranteed student
|
| | | | 5 | | | | | | 808 | | | | | | 549 | | | | | | 1,362 | | | | | | 14,885 | | | | | | 16,247 | | | | | | 549 | | |
Cash collateral
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,484 | | | | | | 2,484 | | | | | | — | | |
Total
|
| | |
$
|
531
|
| | | |
$
|
3,320
|
| | | |
$
|
11,936
|
| | | |
$
|
15,787
|
| | | |
$
|
509,418
|
| | | |
$
|
525,205
|
| | | |
$
|
549
|
| |
| | |
Recorded
Investment |
| |
Unpaid
Principal Balance |
| |
Associated
Allowance |
| |
Average
Recorded Investment |
| |
Interest
Income Recognized |
| |||||||||||||||
With no related allowance recorded: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Business Assets
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 3,419 | | | | | $ | 98 | | |
Commercial Mortgage (NOO)
|
| | | | — | | | | | | — | | | | | | | | | | | | 14,003 | | | | | | 270 | | |
Commercial Mortgage (OO)
|
| | | | 784 | | | | | | 786 | | | | | | — | | | | | | 3,284 | | | | | | 284 | | |
Residential
|
| | | | 2,933 | | | | | | 2,930 | | | | | | — | | | | | | 12,156 | | | | | | 600 | | |
Consumer
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
With an allowance recorded: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Business Assets
|
| | | | 9,154 | | | | | | 9,142 | | | | | | 25 | | | | | | 9,124 | | | | | | 107 | | |
Commercial Mortgage (NOO)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Commercial Mortgage (OO)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Residential
|
| | | | 1,827 | | | | | | 1,826 | | | | | | 190 | | | | | | 1,854 | | | | | | 7 | | |
Consumer
|
| | | | 103 | | | | | | 95 | | | | | | 2 | | | | | | 353 | | | | | | — | | |
Total: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Business Assets:
|
| | | | 9,154 | | | | | | 9,142 | | | | | | 25 | | | | | | 12,543 | | | | | | 205 | | |
Commercial Mortgage (NOO)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 14,003 | | | | | | 270 | | |
Commercial Mortgage (OO)
|
| | | | 784 | | | | | | 786 | | | | | | — | | | | | | 3,284 | | | | | | 284 | | |
Residential
|
| | | | 4,760 | | | | | | 4,756 | | | | | | 190 | | | | | | 14,010 | | | | | | 607 | | |
Consumer
|
| | | | 103 | | | | | | 95 | | | | | | 2 | | | | | | 353 | | | | | | — | | |
| | | | $ | 14,801 | | | | | $ | 14,779 | | | | | $ | 217 | | | | | $ | 44,193 | | | | | $ | 1,366 | | |
| | |
Recorded
Investment |
| |
Unpaid
Principal Balance |
| |
Associated
Allowance |
| |
Average
Recorded Investment |
| |
Interest
Income Recognized |
| |||||||||||||||
With no related allowance recorded: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Business assets
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Commercial Mortgage – NOO
|
| | | | 12,037 | | | | | | 11,992 | | | | | | — | | | | | | 15,237 | | | | | | 317 | | |
Commercial – OO
|
| | | | 861 | | | | | | 862 | | | | | | — | | | | | | 917 | | | | | | 42 | | |
Residential
|
| | | | 11,580 | | | | | | 11,573 | | | | | | — | | | | | | 14,611 | | | | | | 275 | | |
Consumer
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
With an allowance recorded: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Business assets
|
| | | | 8,258 | | | | | | 8,239 | | | | | | 22 | | | | | | 8,252 | | | | | | 46 | | |
Commercial Mortgage – NOO
|
| | | | 1,899 | | | | | | 1,839 | | | | | | 3 | | | | | | 1,868 | | | | | | 6 | | |
Commercial – OO
|
| | | | 2,481 | | | | | | 2,460 | | | | | | 28 | | | | | | 2,488 | | | | | | 114 | | |
Residential
|
| | | | 172 | | | | | | 171 | | | | | | 62 | | | | | | 174 | | | | | | 7 | | |
Consumer
|
| | | | 549 | | | | | | 513 | | | | | | 10 | | | | | | 387 | | | | | | — | | |
Total: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Business assets
|
| | | | 8,258 | | | | | | 8,239 | | | | | | 22 | | | | | | 8,252 | | | | | | 46 | | |
Commercial Mortgage – NOO
|
| | | | 13,936 | | | | | | 13,831 | | | | | | 3 | | | | | | 17,105 | | | | | | 323 | | |
Commercial – OO
|
| | | | 3,342 | | | | | | 3,322 | | | | | | 28 | | | | | | 3,405 | | | | | | 156 | | |
Residential
|
| | | | 11,752 | | | | | | 11,744 | | | | | | 62 | | | | | | 14,785 | | | | | | 282 | | |
Consumer
|
| | | | 549 | | | | | | 513 | | | | | | 10 | | | | | | 387 | | | | | | — | | |
| | | | $ | 37,837 | | | | | $ | 37,649 | | | | | $ | 125 | | | | | $ | 43,934 | | | | | $ | 807 | | |
| | |
2021
|
| |
2020
|
| ||||||
Residential
|
| | | $ | 2,955 | | | | | $ | 11,387 | | |
Total
|
| | |
$
|
2,955
|
| | | |
$
|
11,387
|
| |
| | |
2021
|
| |
2020
|
| ||||||
Net gain on sales of foreclosed assets
|
| | | $ | 3 | | | | | $ | 15 | | |
Operating expenses
|
| | | | (2) | | | | | | (35) | | |
| | | | $ | 1 | | | | | $ | (20) | | |
| | |
2021
|
| |
2020
|
| ||||||
Land
|
| | | $ | 2,930 | | | | | $ | 2,930 | | |
Building and improvements
|
| | | | 2,692 | | | | | | 2,688 | | |
Leasehold improvements
|
| | | | 1,341 | | | | | | 1,295 | | |
Furniture, fixtures and equipment
|
| | | | 1,172 | | | | | | 1,129 | | |
Computer software
|
| | | | 618 | | | | | | 799 | | |
Computer hardware
|
| | | | 307 | | | | | | 597 | | |
Construction in progress
|
| | | | 297 | | | | | | — | | |
Vehicle
|
| | | | 29 | | | | | | 29 | | |
Artwork
|
| | | | 28 | | | | | | 28 | | |
| | | | | 9,414 | | | | | | 9,495 | | |
Less: accumulated depreciation and amortization
|
| | | | (3,081) | | | | | | (3,346) | | |
| | | | $ | 6,333 | | | | | $ | 6,149 | | |
| | |
2021
|
| |
2020
|
| ||||||
Core deposit intangible
|
| | | $ | 2,057 | | | | | $ | 2,057 | | |
Less: accumulated amortization
|
| | | | (1,900) | | | | | | (1,813) | | |
Net core deposit intangible
|
| | | $ | 157 | | | | | $ | 244 | | |
Year Ended December 31,
|
| | | | | | |
2022
|
| | | $ | 71 | | |
2023
|
| | | | 57 | | |
2024
|
| | | | 29 | | |
| | | | $ | 157 | | |
Year Ended December 31,
|
| | | | | | |
2022
|
| | | $ | 80,754 | | |
2023
|
| | | | 7,314 | | |
2024
|
| | | | 1,247 | | |
| | | | $ | 89,315 | | |
| | |
Amount
|
| |
Weighted
Average Rate |
| ||||||
Fixed rate advances maturing: | | | | | | | | | | | | | |
2024
|
| | | $ | 7,500 | | | | | | 1.60% | | |
2029
|
| | | | 7,500 | | | | | | 1.73% | | |
| | | | $ | 15,000 | | | | | | 1.66% | | |
| | |
Amount
|
| |
Unamortized
Debt Issuance Costs |
| ||||||
5.5% Fixed-to-Floating-Rate Senior Notes, due October 30, 2030
|
| | | $ | 12,250 | | | | | $ | 398 | | |
| | | | $ | 12,250 | | | | | $ | 398 | | |
| | |
Actual
|
| |
For Capital
Adequacy Purposes |
| |
To Be Well
Capitalized Under Prompt Corrective Action Provisions |
| |||||||||||||||||||||||||||
| | |
Amount
|
| |
Ratio
|
| |
Amount
|
| |
Ratio
|
| |
Amount
|
| |
Ratio
|
| ||||||||||||||||||
2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Capital (to risk-weighted assets)
|
| | | $ | 104,178 | | | | | | 13.31% | | | | | $ | 62,610 | | | | | | 8.00% | | | | | $ | 78,262 | | | | | | 10.00% | | |
Tier 1 Capital (to risk-weighted assets)
|
| | | | 97,137 | | | | | | 12.41% | | | | | | 46,957 | | | | | | 6.00% | | | | | | 62,610 | | | | | | 8.00% | | |
Common equity tier 1 Capital (to risk-weighted
assets) |
| | | | 97,137 | | | | | | 12.41% | | | | | | 35,218 | | | | | | 4.50% | | | | | | 50,870 | | | | | | 6.50% | | |
Tier 1 capital (to average assets)
|
| | | | 97,137 | | | | | | 9.51% | | | | | | 40,843 | | | | | | 4.00% | | | | | | 51,054 | | | | | | 5.00% | | |
| | |
Actual
|
| |
For Capital
Adequacy Purposes |
| |
To Be Well
Capitalized Under Prompt Corrective Action Provisions |
| |||||||||||||||||||||||||||
| | |
Amount
|
| |
Ratio
|
| |
Amount
|
| |
Ratio
|
| |
Amount
|
| |
Ratio
|
| ||||||||||||||||||
2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Capital (to risk-weighted assets)
|
| | | $ | 95,351 | | | | | | 15.98% | | | | | $ | 47,740 | | | | | | 8.00% | | | | | $ | 59,676 | | | | | | 10.00% | | |
Tier 1 Capital (to risk-weighted assets)
|
| | | | 88,278 | | | | | | 14.79% | | | | | | 35,805 | | | | | | 6.00% | | | | | | 47,740 | | | | | | 8.00% | | |
Common equity tier 1 Capital (to risk-weighted assets)
|
| | | | 88,278 | | | | | | 14.79% | | | | | | 26,854 | | | | | | 4.50% | | | | | | 38,789 | | | | | | 6.50% | | |
Tier 1 capital (to average assets)
|
| | | | 88,278 | | | | | | 10.33% | | | | | | 34,168 | | | | | | 4.00% | | | | | | 42,709 | | | | | | 5.00% | | |
Year Ended December 31,
|
| | | | | | |
2022
|
| | | $ | — | | |
2023
|
| | | | — | | |
2024
|
| | | | — | | |
2025
|
| | | | — | | |
2026
|
| | | | — | | |
Years 2027 – 2031
|
| | | | 338 | | |
| | | | $ | 338 | | |
| | |
Shares
|
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Remaining Contractual Term |
| |||||||||
Outstanding at January 1, 2021
|
| | | | 268 | | | | | $ | 10.00 | | | | | | | | |
Granted
|
| | | | — | | | | | | — | | | | | | | | |
Exercised
|
| | | | — | | | | | | — | | | | | | | | |
Forfeited or expired
|
| | | | — | | | | | | — | | | | | | | | |
Outstanding at December 31, 2021
|
| | |
|
268
|
| | | |
$
|
10.00
|
| | | |
|
9.0
|
| |
Exercisable at December 31, 2021
|
| | |
|
268
|
| | | |
$
|
10.00
|
| | | |
|
9.0
|
| |
| | |
2021
|
| |
2020
|
| ||||||
Current: | | | | | | | | | | | | | |
Federal
|
| | | $ | 1,744 | | | | | $ | 1,736 | | |
State
|
| | | | 320 | | | | | | 263 | | |
| | | | | 2,064 | | | | | | 1,999 | | |
Deferred: | | | | | | | | | | | | | |
Federal
|
| | | | (62) | | | | | | (352) | | |
State
|
| | | | (198) | | | | | | (75) | | |
| | | | | (260) | | | | | | (427) | | |
Total
|
| | |
$
|
1,804
|
| | | |
$
|
1,572
|
| |
| | |
2021
|
| |
2020
|
| ||||||
Current: | | | | | | | | | | | | | |
Federal income taxes, at statutory rate
|
| | | $ | 2,147 | | | | | $ | 1,435 | | |
State income taxes, net of federal tax benefit
|
| | | | 273 | | | | | | 117 | | |
Change in state tax rate
|
| | | | (150) | | | | | | — | | |
Change in valuation allowance
|
| | | | (375) | | | | | | 51 | | |
Other permanent differences
|
| | | | (91) | | | | | | (31) | | |
Total
|
| | |
$
|
1,804
|
| | | |
$
|
1,572
|
| |
| | |
2021
|
| |
2020
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Net operating loss and other carryforwards
|
| | | $ | 1,842 | | | | | $ | 1,914 | | |
Allowance for loan losses
|
| | | | 1,748 | | | | | | 1,718 | | |
Net unrealized loss on securities available for sale
|
| | | | 339 | | | | | | — | | |
Organizational expenses
|
| | | | 84 | | | | | | 107 | | |
Deferred loan fees
|
| | | | 374 | | | | | | 263 | | |
Discount on loans receivable
|
| | | | 87 | | | | | | 109 | | |
Capitalized costs
|
| | | | 42 | | | | | | 40 | | |
Stock option and warrant compensation
|
| | | | 216 | | | | | | 209 | | |
SERP
|
| | | | 255 | | | | | | 210 | | |
Accrued interest on long-term debt
|
| | | | — | | | | | | 30 | | |
Foreclosed asset
|
| | | | — | | | | | | 1 | | |
Accruals
|
| | | | 41 | | | | | | 253 | | |
| | | | | 5,028 | | | | | | 4,854 | | |
Less: valuation allowance
|
| | | | (366) | | | | | | (741) | | |
| | | | $ | 4,662 | | | | | $ | 4,113 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Net unrealized gain on securities available for sale
|
| | | | — | | | | | | (553) | | |
Depreciation
|
| | | | (24) | | | | | | (55) | | |
Core deposit intangible
|
| | | | (48) | | | | | | (67) | | |
| | | | | (72) | | | | | | (675) | | |
Net deferred tax asset
|
| | |
$
|
4,590
|
| | | |
$
|
3,438
|
| |
| | |
2021
|
| |
2020
|
| ||||||
Unfunded commitments under lines of credit
|
| | | $ | 93,729 | | | | | $ | 40,892 | | |
Commitments to grant loans
|
| | | | — | | | | | | 3,965 | | |
Standby letters of credit
|
| | | | 4,230 | | | | | | 4,200 | | |
Year Ended December 31,
|
| | | | | | |
2022
|
| | | $ | 1,491 | | |
2023
|
| | | | 1,399 | | |
2024
|
| | | | 1,401 | | |
2025
|
| | | | 1,316 | | |
2026
|
| | | | 1,329 | | |
Thereafter
|
| | | | 7,788 | | |
| | | | $ | 14,724 | | |
| | |
Fair Value Measurements at December 31, 2021 Using
|
| |||||||||||||||||||||
| | |
Total
|
| |
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
| |
Significant Other
Observable Inputs (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| ||||||||||||
Securities available for sale: | | | | | | | | | | | | | | | | | | | | | | | | | |
GSEs
|
| | | $ | 6,896 | | | | | $ | — | | | | | $ | 6,896 | | | | | $ | — | | |
Corporate bonds
|
| | | | 68,929 | | | | | | — | | | | | | 68,929 | | | | | | — | | |
GSE residential mortgage-backed
|
| | | | 91,129 | | | | | | — | | | | | | 91,129 | | | | | | — | | |
GSE commercial mortgage-backed
|
| | | | 7,379 | | | | | | — | | | | | | 7,379 | | | | | | — | | |
Tax exempt municipals
|
| | | | 30,677 | | | | | | — | | | | | | 30,677 | | | | | | — | | |
Asset-backed
|
| | | | 29,427 | | | | | | — | | | | | | 29,427 | | | | | | — | | |
U.S. treasury notes
|
| | | | 24,301 | | | | | | — | | | | | | 24,301 | | | | | | — | | |
Total assets at fair value
|
| | | $ | 258,738 | | | | | $ | — | | | | | $ | 258,738 | | | | | $ | — | | |
| | |
Fair Value Measurements at December 31, 2020 Using
|
| |||||||||||||||||||||
| | |
Total
|
| |
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
| |
Significant Other
Observable Inputs (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| ||||||||||||
Securities available for sale: | | | | | | | | | | | | | | | | | | | | | | | | | |
GSEs
|
| | | $ | 18,796 | | | | | $ | — | | | | | $ | 18,796 | | | | | $ | — | | |
Corporate bonds
|
| | | | 54,957 | | | | | | — | | | | | | 54,957 | | | | | | — | | |
GSE residential mortgage-backed
|
| | | | 113,867 | | | | | | — | | | | | | 113,867 | | | | | | — | | |
GSE commercial mortgage-backed
|
| | | | 8,544 | | | | | | — | | | | | | 8,544 | | | | | | — | | |
Tax exempt municipals
|
| | | | 24,140 | | | | | | — | | | | | | 24,140 | | | | | | — | | |
Asset-backed
|
| | | | 12,557 | | | | | | — | | | | | | 12,557 | | | | | | — | | |
Total assets at fair value
|
| | | $ | 232,861 | | | | | $ | — | | | | | $ | 232,861 | | | | | $ | — | | |
| | |
Fair Value Measurements at December 31, 2021 Using
|
| |||||||||||||||||||||
| | |
Total
|
| |
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
| |
Significant Other
Observable Inputs (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| ||||||||||||
Impaired loans
|
| | | $ | 10,846 | | | | | $ | — | | | | | $ | — | | | | | $ | 10,846 | | |
Total
|
| | | $ | 10,846 | | | | | $ | — | | | | | $ | — | | | | | $ | 10,846 | | |
| | |
Fair Value Measurements at December 31, 2020 Using
|
| |||||||||||||||||||||
| | |
Total
|
| |
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
| |
Significant Other
Observable Inputs (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| ||||||||||||
Impaired loans
|
| | | $ | 13,197 | | | | | $ | — | | | | | $ | — | | | | | $ | 13,197 | | |
Total
|
| | | $ | 13,197 | | | | | $ | — | | | | | $ | — | | | | | $ | 13,197 | | |
ASSETS
|
| |
6/30/2022
(Unaudited) |
| |||
Cash and cash equivalents
|
| | | $ | 53,320 | | |
Interest-bearing time deposits in other banks
|
| | | | — | | |
Debt securities available for sale
|
| | | | 219,628 | | |
Federal Home Loan Bank stock, at cost (restricted)
|
| | | | 1,647 | | |
Loans, net
|
| | | | 728,412 | | |
Bank owned life insurance
|
| | | | 23,713 | | |
Deferred tax asset, net
|
| | | | 10,294 | | |
Premises and equipment, net
|
| | | | 17,557 | | |
Core deposit intangible, net
|
| | | | 119 | | |
Goodwill
|
| | | | 3,309 | | |
Accrued interest receivable
|
| | | | 5,074 | | |
Other assets
|
| | | | 1,987 | | |
TOTAL ASSETS
|
| | |
$
|
1,065,060
|
| |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
Noninterest-bearing demand deposits
|
| | | $ | 426,750 | | |
Interest-bearing demand deposits
|
| | | | 33,512 | | |
Savings, NOW and money-market deposits
|
| | | | 397,566 | | |
Time deposits
|
| | | | 67,083 | | |
Total deposits
|
| | | | 924,911 | | |
LONG-TERM DEBT
|
| | | | | | |
Principal amount
|
| | | | 12,250 | | |
Less unamortized debt issuance costs
|
| | | | (375) | | |
LONG-TERM DEBT, less unamortized debt issuance costs
|
| | | | 11,875 | | |
Federal Home Loan Bank advances
|
| | | | 30,000 | | |
Advance payments by borrowers for taxes and insurance
|
| | | | 5,373 | | |
Accrued interest payable and other liabilities
|
| | | | 14,637 | | |
TOTAL LIABILITIES
|
| | | | 986,796 | | |
STOCKHOLDERS’ EQUITY:
|
| | | | | | |
Apollo Bancshares, Inc. stockholders’ equity:
|
| | | | | | |
Preferred stock, $0.01 par value, 50,000,000 shares authorized; none issued or outstanding
|
| | | | — | | |
Common stock, $0.01 par value, 100,000,000 shares authorized; 3,766,412 shares issued and outstanding
|
| | | | 38 | | |
Additional paid-in capital
|
| | | | 44,141 | | |
Retained earnings
|
| | | | 35,750 | | |
Accumulated other comprehensive income (loss), net of tax effect
|
| | | | (15,523) | | |
Total Apollo Bancshares, Inc. stockholders’ equity
|
| | | | 64,406 | | |
Noncontrolling interest
|
| | | | 13,858 | | |
TOTAL STOCKHOLDERS’ EQUITY
|
| | | | 78,264 | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| | |
$
|
1,065,060
|
| |
| | |
6/30/2022
(Unaudited) |
| |||
INTEREST AND DIVIDEND INCOME | | | | | | | |
Loans, including fees
|
| | | $ | 15,351 | | |
Debt securities
|
| | | | 2,073 | | |
Interest-bearing deposits in other banks
|
| | | | 138 | | |
Other
|
| | | | 27 | | |
TOTAL INTEREST AND DIVIDEND INCOME
|
| | | | 17,589 | | |
INTEREST EXPENSE | | | | | | | |
Deposits
|
| | | | 686 | | |
Federal Home Loan Bank advances
|
| | | | 136 | | |
Long-term debt
|
| | | | 361 | | |
TOTAL INTEREST EXPENSE
|
| | | | 1,183 | | |
NET INTEREST INCOME
|
| | | | 16,406 | | |
(REVERSAL OF) PROVISION FOR LOAN LOSSES
|
| | | | 648 | | |
NET INTEREST INCOME AFTER (REVERSAL OF) PROVISION FOR LOAN LOSSES
|
| | | | 15,758 | | |
NONINTEREST INCOME | | | | | | | |
Fees for customer services
|
| | | | 1,433 | | |
Bank owned life insurance income, net
|
| | | | 277 | | |
Net gain on sales of debt securities available for sale
|
| | | | 581 | | |
Net gain on sales of foreclosed assets
|
| | | | 0 | | |
Other
|
| | | | 54 | | |
TOTAL NONINTEREST INCOME
|
| | | | 2,345 | | |
NONINTEREST EXPENSES | | | | | | | |
Salaries and employee benefits
|
| | | | 6,222 | | |
Occupancy and equipment
|
| | | | 1,521 | | |
Data processing
|
| | | | 1,048 | | |
Professional fees
|
| | | | 1,148 | | |
Servicing fees
|
| | | | 111 | | |
Federal Deposit Insurance Corporation
|
| | | | 204 | | |
Amortization of core deposit intangible
|
| | | | 38 | | |
Directors’ fees
|
| | | | 263 | | |
Other general and administrative
|
| | | | 811 | | |
TOTAL NONINTEREST EXPENSES
|
| | | | 11,366 | | |
NET INCOME BEFORE EXPENSE FROM INCOME TAXES
|
| | | | 6,737 | | |
EXPENSE FROM INCOME TAXES
|
| | | | 1,595 | | |
NET INCOME
|
| | | | 5,142 | | |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
|
| | | | (831) | | |
NET INCOME ATTRIBUTABLE TO APOLLO BANCSHARES, INC.
|
| | | $ | 4,311 | | |
| Exhibit 2.1 | | | — | | | Agreement and Plan of Merger, dated March 29, 2022, by and among Seacoast Banking Corporation of Florida, Seacoast National Bank, Apollo Bancshares, Inc. and Apollo Bank (attached as Appendix A to the joint 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 | | |
—
|
| | Legal Opinion of Alston & Bird, LLP* | |
| Exhibit 8.1 | | |
—
|
| | | |
| Exhibit 21.1 | | |
—
|
| | | |
| Exhibit 23.1 | | |
—
|
| | Consent of Alston & Bird (included in the Opinion referenced in Exhibit 5.1)* | |
| Exhibit 23.2 | | |
—
|
| | | |
| Exhibit 23.3 | | |
—
|
| | | |
| Exhibit 24 | | |
—
|
| | Power of Attorney* | |
| Exhibit 99.1 | | |
—
|
| | | |
| Exhibit 99.2 | | |
—
|
| | Form of Proxy to be used at Apollo Bank Special Shareholders Meeting | |
| Exhibit 99.3 | | |
—
|
| | | |
| Exhibit 107 | | |
—
|
| | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Charles M. Shaffer
Charles M. Shaffer
|
| |
Chairman and Chief Executive Officer
(principal executive officer) |
| |
August 10, 2022
|
|
|
/s/ Tracey L. Dexter
Tracey L. Dexter
|
| |
Executive Vice President and
Chief Financial Officer (principal financial and accounting officer) |
| |
August 10, 2022
|
|
|
*
Dennis J. Arczynski
|
| | Director | | |
August 10, 2022
|
|
|
*
Jacqueline L. Bradley
|
| | Director | | |
August 10, 2022
|
|
|
*
H. Gilbert Culbreth, Jr.
|
| | Director | | |
August 10, 2022
|
|
|
Julie H. Daum
|
| | Director | | |
August 10, 2022
|
|
|
*
Christopher E. Fogal
|
| | Director | | |
August 10, 2022
|
|
|
*
Maryann Goebel
|
| | Director | | |
August 10, 2022
|
|
|
*
Dennis S. Hudson, III
|
| | Director | | |
August 10, 2022
|
|
|
*
Robert J. Lipstein
|
| | Director | | |
August 10, 2022
|
|
|
*
Alvaro J. Monserrat
|
| | Director | | |
August 10, 2022
|
|
|
*
Thomas E. Rossin
|
| | Director | | |
August 10, 2022
|
|
|
*
/s/ Charles M. Shaffer
Charles M. Shaffer
Attorney-in-Fact |
| | | |