SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
___ 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 2002
OR
TRANSACTION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
___ ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ______________ to _________________
Commission File Number 33-22846
A. Full title of plan and the address of the plan, if different from that of
the issuer named below:
RETIREMENT SAVINGS PLAN FOR
EMPLOYEES OF FIRST NATIONAL BANK AND
TRUST COMPANY OF THE TREASURE COAST
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
SEACOAST BANKING CORPORATION OF FLORIDA
815 COLORADO AVENUE
STUART, FL 34994
Retirement Savings Plan for Employees of First National Bank and Trust Company
of the Treasure Coast Financial Statements December 31, 2002 and 2001
Retirement Savings Plan for Employees of First National
Bank and Trust Company of the Treasure Coast
Index to Financial Statements and Schedule
December 31, 2002 and 2001
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Pages
Report of Independent Certified Public Accountants....................... 1
Financial Statements
Statements of Net Assets Available for Benefits - December 31, 2002 and
2001................................................................... 2
Statement of Changes in Net Assets Available for Benefits - For the
Year Ended December 31, 2002........................................... 3
Notes to Financial Statements............................................ 4-8
Supplemental Schedules
Schedule of Assets Held - December 31, 2002.............................. 9
Report of Independent Certified Public Accountants
To the Participants and Administrator of the Retirement Savings Plan for
Employees of First National Bank and Trust Company of the Treasure Coast
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Retirement Savings Plan for Employees of First National Bank and Trust
Company of the Treasure Coast (the "Plan") at December 31, 2002 and 2001, and
the changes in net assets available for benefits for the year ended December 31,
2002 in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets Held
is presented for the purpose of additional analysis and is not a required part
of the basic financial statements but is supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. This supplemental
schedule is the responsibility of the Plan's management. The supplemental
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ PricewaterhouseCoopers LLP
June 25, 2003
Retirement Savings Plan for Employees of First National
Bank and Trust Company of the Treasure Coast
Statements of Net Assets Available for Plan Benefits
December 31, 2002 and 2001
--------------------------------------------------------------------------------
2002 2001
-------------- -------------
Assets
Investments, at fair value:
Mutual funds $ 12,997,277 $ 14,033,729
Common stock
Seacoast Banking Corporation of
Florida 2,693,611 2,231,318
Loans to participants - 94
-------------- -------------
Total investments 15,690,888 16,265,141
-------------- -------------
Receivables:
Employer contributions 721,714 613,745
Participant contributions 218,004 189,984
Due from brokers 4,836 4,836
Dividends and interest 29,166 10,395
-------------- --------------
Total receivables 973,720 818,960
-------------- --------------
Total assets 16,664,608 17,084,101
-------------- --------------
Liabilities
Excess contributions payable to participants - 248
-------------- --------------
Total liabilities - 248
-------------- --------------
Net assets available for benefits $16,664,608 $17,083,853
-------------- --------------
The accompanying notes are an integral part of these financial statements.
Retirement Savings Plan for Employees of First National
Bank and Trust Company of the Treasure Coast
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2002
--------------------------------------------------------------------------------
2002
-------------------
Additions to net assets attributed to:
Employer contributions $ 1,137,982
Participant contributions 940,656
Rollover contributions 22,163
Dividends and interest 263,134
Net realized and unrealized depreciation of
investments (1,828,911)
-------------------
Total additions 535,024
-------------------
Deductions from net assets attributed to:
Benefits paid to participants 943,200
Administrative expenses 11,069
-------------------
Total deductions 954,269
-------------------
Decrease in net assets available for plan benefits (419,245)
Net assets available for benefits:
Beginning of the year 17,083,853
-------------------
End of the year $16,664,608
-------------------
The accompanying notes are an integral part of these financial statements.
Retirement Savings Plan for Employees of First National
Bank and Trust Company of the Treasure Coast
Notes to the Financial Statement
December 31, 2002
--------------------------------------------------------------------------------
1. Description of the Plan
The following description of the Retirement Savings Plan for Employees of First
National Bank and Trust Company of the Treasure Coast (the "Plan") provides only
general information. Eligible employees who participate should refer to the Plan
agreement for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan subject to the provisions of the
Employee Retirement Income Security Act ("ERISA") and was formed effective
January 1, 1983. The Plan has subsequently been amended and restated in order to
continue the qualification of the Plan under Internal Revenue Service
regulations, permit employees to make salary deferrals, provide
employer-matching contributions and eliminate the loan provisions under the
Plan. The Plan is made available to all eligible employees of First National
Bank and Trust Company of the Treasure Coast, its subsidiaries and affiliates
(the "Bank") who have at least one year of service.
During April 2001, the Plan contracted with Marshall & Ilsley Trust Company
(M&I) to act as trustee and record keeper under the Plan and is a
party-in-interest to the Plan. Under the contract with M&I, plan participants
are offered a choice of various investment options and allowed to change their
investment options daily.
The Plan offers fourteen investment alternatives through M&I as follows:
M&I Stable Principal Fund Strong Growth Fund
Marshall Intermediate Bond Fund M&I Diversified Stock Fund
M&I Diversified Income Fund M&I Growth Balanced Fund
Franklin Small Cap Growth Fund Fidelity Advisers Equity Income Fund
Vanguard 500 Index Fund Janus Adviser Worldwide Growth Fund
Legg Mason Value Trust Primary Class Fund Managers Special Equity Fund
Templeton Foreign Fund Westport Small Capital Fund
The Plan also allows individual participants to invest in common shares of
Seacoast Banking Corporation of Florida (the "Company"), the parent company of
the Bank.
Prior to April 2001, the Bank's trust department acted as trustee and record
keeper for the Plan.
Participant Accounts
Each participant's account is credited with participant salary deferrals, any
matching contributions, profit sharing contributions and retirement
contributions by the employer, and an allocation of earnings based upon the
participant's investment elections. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's vested
account.
Participant Contributions
Each participant may voluntarily contribute to the Plan up to a maximum of 75%
of annual compensation. For the plan year ended December 31, 2002, participant
contributions were subject to an overall annual limitation of $11,000. If a
participant is eligible for the Plan and age 50 or over, the participant is
eligible to contribute $1,000 of catch up contribution each year up to a maximum
of $5,000 through 2006.
Employer Contributions
For each Plan year, the Bank's Board of Directors, at their discretion, will
contribute to the Plan a profit sharing contribution. Participants may elect to
receive the contribution in cash, or defer and invest in the Plan one half of
any discretionary profit sharing contribution to the Plan. For the year ended
December 31, 2002 and 2001, the Bank's profit sharing contribution was 2% and
4%, respectively, of eligible participant compensation.
The Plan provides for a discretionary retirement contribution by the Bank, on
behalf of each participant who completed at least 1,000 hours of service during
the Plan year and who is employed on the last day of the Plan year or who had a
termination of employment during the Plan year due to death, disability or
retirement. For the years ended December 31, 2002 and 2001, the Bank's
discretionary retirement contribution was 2% of eligible participant
compensation.
The Bank matches on a dollar-for-dollar basis participant salary deferrals
representing up to 4% of eligible participant compensation. Also, the Bank
matches on a dollar-for-dollar basis the elective portion of any discretionary
profit sharing contribution that the participant invests in the Plan.
Vesting
Participants are immediately vested in their voluntary contributions and the
employer matching contribution plus earnings thereon. Profit sharing
contributions and discretionary retirement contributions vest 25% per year of
service. However, if an active participant dies or becomes disabled prior to
attaining the normal retirement age, the participant's account becomes 100%
vested.
Plan Termination
Although it has not expressed any intent to do so, the Bank has the right under
the Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of Plan termination,
participants will become fully vested in all of their account balances.
Withdrawals
Withdrawals from the Plan may be made when the member reaches age 59 1/2,
terminates employment, dies, becomes disabled or experiences financial hardship
Generally, vested Plan benefits not exceeding $5,000 are distributed to
participants in a single lump sum payment after employment with the Bank is
terminated. If a terminated participant's benefits exceed $5,000, the individual
may elect to receive a lump sum or installments. If the terminated participant
maintained a portion of their funds in the Company common stock, a portion of
the distribution may be made in shares of common stock.
Forfeitures
Forfeitures are created when participants terminate participation in the Plan
before becoming fully vested in the employer's contribution under the Plan.
Forfeited amounts are used to reduce future employer contributions. Employer
contributions in 2002 were reduced by $11,628 of forfeited funds in non-vested
accounts.
2. Summary of Accounting Policies
The following is a summary of significant accounting policies followed by the
Plan in preparation of the financial statements.
Basis of Accounting
The Plan's financial statements are prepared on the accrual basis of accounting
and reflect management's estimates and assumptions, such as those regarding fair
value, that affect the recorded amounts.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and changes therein, and disclosure of contingent assets and
liabilities. Significant estimates are the valuation of investments held by the
Plan. Actual results could differ from those estimates.
Investments
Plan investments are stated at fair value except for the fully
benefit-responsive investment contract, which is valued at its contract value.
The Plan's net appreciation (depreciation) in investment value includes the
unrealized appreciation (depreciation) in the fair value of investments and
realized gains and losses in investments during the year.
Contributions
Participant contributions and employer matching contributions are recorded in
the period during which the Bank makes payroll deductions from the participants'
earnings.
Payment of Benefits
Benefits become payable to participants upon their election or separation from
the Bank. Outstanding benefits payable to participants that were approved but
not paid as of December 31, 2002 and 2001 were $4,836 and $4,836, respectively
and are included as a payable on Form 5500 but are not included as a payable on
these financial statements.
Administrative Expenses
In addition to administrative expenses paid by the Plan, certain additional
administrative expenses are paid by the Bank. Administrative expenses paid by
the Bank on behalf of the Plan were approximately $25,000 for the year ended
December 31, 2002.
3. Investments
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows as of December 31:
2002 2001
------------ ------------
Common Stock, Seacoast Banking Corporation
of Florida * $ 2,693,611 $ 2,231,318
Legg Mason Value Trust Primary Class Fund 1,274,196 1,455,843
Vanguard 500 Index Fund 4,178,923 5,139,718
M&I Growth Balanced Fund 3,521,554 4,386,113
Marshall Intermediate Bond Fund 1,443,507 1,209,488
M&I Stable Principal Fund 1,748,956 1,034,421
------------ -------------
$14,860,747 $15,456,901
------------ -------------
*Represents a party-in-interest to the Plan.
The Plan's net realized and unrealized depreciation of investment by type is as
follows as of December 31:
Year Ended
December 31, 2002
-------------------------------
Common Stock, Seacoast Banking Corporation
of Florida $ 468,765
All other investments (2,297,676)
-------------------------------
$(1,828,911)
-------------------------------
The Plan participates in the M&I Stable Principal fund which is a fully benefit
responsive investment. The investment is included in the financial statements at
contract value, which represents contributions made under the contract, plus
earnings, less withdrawals and administrative expenses. Participants may
ordinarily direct the withdrawal or transfer of all or a portion of their
investment at contract value. The fair value of the investment contract at
December 31, 2002 was $1,748,956, which equals the contract value. The average
yield and crediting interest rates were 4.93% for 2002. The crediting interest
rate is reviewed on a daily basis for resetting and there is no minimum
crediting interest rate under the terms of the contract. There was no valuation
reserve on this investment at December 31, 2002.
4. Income Tax Status
The Internal Revenue Service has determined and informed the Bank by letter
dated June 29, 1995 that the Plan is designated in accordance with the
applicable sections of the Internal Revenue Code (IRC) and therefore is exempt
from Federal income taxes. During 2001, 2002 and 2003, the Bank amended certain
provisions of the Plan and requested determination letter from the Internal
Revenue Service related to these amendments. The Internal Revenue Service issued
a favorable determination letter on several of these amendments to the Plan on
March 8, 2002. The Plan is in process of filing a request for determination for
the remaining amendment to the Plan. The Plan administrator and the Plan tax
counsel believe the Plan is designed and currently operated in compliance with
the applicable requirements of the IRC. Therefore, no provision for income taxes
has been included in the Plan's financial statements.
5. Related-Party Transactions
At December 31, 2002 and 2001, the Plan held 142,973 and 46,690, respectively,
of the Company's common stock with a market value of $2,693,611 and $2,231,318,
respectively. The Plan received $58,644 and $46,738 during 2002 and 2001,
respectively, in dividends from the Company.
Retirement Savings Plan for Employees of First National
Bank and Trust Company of the Treasure Coast
Schedule of Assets Held
December 31, 2002
--------------------------------------------------------------------------------
Estimated
Identity of Description of Fair
Party Investment Value
------------------------------- ------------------------------------------------ ------------------------
Marshall & Ilsley Franklin Small Cap Growth Fund $ 247,638
Marshall & Ilsley Legg Mason Value Trust Primary Class Fund 1,274,196
Marshall & Ilsley Strong Growth Fund 191,958
Marshall & Ilsley Vanguard 500 Index Fund 4,178,923
Marshall & Ilsley M&I Growth Balanced Fund 3,521,554
Marshall & Ilsley M&I Diversified Stock Fund 48,600
Marshall & Ilsley Marshall Intermediate Bond Fund 1,443,507
Marshall & Ilsley M&I Stable Principal Fund 1,748,956
Marshall & Ilsley M&I Diversified Income Fund 74,949
Marshall & Ilsley Fidelity AdvEquity Income Fund 52,211
Marshall & Ilsley Marshall Mid-Cap Value Fund 3,996
Marshall & Ilsley Westport select Cap Fund 16,417
Marshall & Ilsley Managers Special Equity Fund 1,539
Marshall & Ilsley Templeton Foreign Fund 107,192
Marshall & Ilsley Marshall Money Market Fund 85,641
Seacoast Banking
Corporation of Florida (*) Common stock 2,693,611
------------------------
Total assets held for investment purposes $ 15,690,888
------------------------
(*) Represents a party-in-interest to the Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
plan administrator of the Retirement Savings Plan for Employees of First
National Bank and Trust Company of the Treasure Coast has duly caused this
annual report to be signed by the undersigned hereunto duly authorized.
Retirement Savings Plan for Employees of First
National Bank and Trust Company of the Treasure
Coast
Date: 6/30/03 By: /s/ William R. Hahl
--------------- -----------------------------------------------
William R. Hahl
Retirement Savings Plan Committee
EXHIBIT INDEX
Exhibit No. Description
(23) Independent Auditor's Consent
(99) Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit (23)
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-22846) of First National Bank and Trust Company of
the Treasure Coast of our report dated June 25, 2003 relating to the financial
statements of the Retirement Savings Plan for Employees of First National Bank
and Trust Company of the Treasure Coast, which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
June 27, 2003
Exhibit (99)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report for the Retirement Savings Plan for
Employees of First National Bank & Trust Company of the Treasure Coast (the
"Plan") on Form 11-K for the period ending December 31, 2002, as filed by
Seacoast Banking Corporation of Florida (the "Company") with the Securities and
Exchange Commission as of the date hereof (the "Report"), I, William R. Hahl, on
behalf of the plan administrator for the Plan, certify, pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the net assets available for benefits and changes
in net assets available for benefits of the Plan.
A signed original of this written statement pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 has been provided to the Plan and will be retained by
the Plan and furnished to the Securities and Exchange Commission or its staff
upon request.
/s/ William R. Hahl
------------------------------------
William R. Hahl
Retirement Savings Plan Committee, Plan Administrator
June 30, 2003