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SEACOAST BANKING CORP OF FLORIDA (SBCF) FY 2022 MD&A

Verbatim Item 7 Management's Discussion and Analysis from SEACOAST BANKING CORP OF FLORIDA's 10-K for fiscal year 2022. Filing date: 2023-03-01. Report date: 2022-12-31. Accession: 0000730708-23-000017.

This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high.

Company profile: SBCF · All MD&A years: index · Previous year: FY 2021 · Next year: FY 2023

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The purpose of this discussion and analysis is to aid in understanding significant changes in the financial condition of Seacoast Banking Corporation of Florida and its subsidiaries (“Seacoast” or the “Company”) and their results of operations. Nearly all of the Company’s operations are contained in its banking subsidiary, Seacoast National Bank (“Seacoast Bank” or the “Bank”). Such discussion and analysis should be read in conjunction with the Company's Consolidated Financial Statements and the related notes included in this report.

The emphasis of this discussion will be on the years ended December 31, 2022 and 2021. Additional information about the Company’s financial condition and results of operations in 2020 and changes in the Company’s financial condition and results of operations from 2020 to 2021 may be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

This discussion and analysis contains statements that may be considered “forward-looking statements” as defined in, and subject to the protections of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. See the “Special Cautionary Notice Regarding Forward-Looking Statements” for additional information regarding forward-looking statements.

For purposes of the following discussion, the words “Seacoast,” or the “Company,” refer to the combined entities of Seacoast Banking Corporation of Florida and its direct and indirect wholly owned subsidiaries.

Overview – Strategy and Results

Seacoast Banking Corporation of Florida (“Seacoast” or the “Company”), a financial holding company, registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), is one of the largest community banks in Florida, with $12.1 billion in assets and $10.0 billion in deposits as of December 31, 2022. Its principal subsidiary is Seacoast National Bank (“Seacoast Bank”), a wholly owned national banking association. The Company provides integrated financial services including commercial and consumer banking, wealth management, mortgage and insurance services to customers through advanced online and mobile banking solutions, and Seacoast Bank's network of 78 traditional branches and commercial banking centers.

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Seacoast operates primarily in Florida, with concentrations in the state's fastest growing markets, each with unique characteristics and opportunities.

The Company delivers integrated banking services, combining traditional retail locations with online and mobile technology and a convenient telephone banking center. Seacoast has built a fully integrated distribution platform across all channels to provide customers with convenient options to satisfy their banking needs, allowing the Company an opportunity to reach customers through a variety of sales channels. The Company believes its digital delivery and products are contributing to the franchise's growth.

Seacoast is executing a balanced growth strategy, combining organic growth with strategic acquisitions in Florida's most attractive growing markets. The Company has enhanced its footprint with 16 acquisitions since 2014, generating continued expansion and strengthening market share, increasing the customer base and lowering operating costs through economies of scale. The acquisition of Professional Holding Corp. (“Professional”) (NASDAQ: PFHD), parent company of Professional Bank, was completed on January 31, 2023. The transaction further expands Seacoast’s presence in the tri-county South Florida market, which includes Miami-Dade, Broward, and Palm Beach counties, Florida’s largest MSA and the 8th largest in the nation. Professional Bank, the sixth largest bank headquartered in South Florida, had deposits of approximately $2.2 billion and loans of approximately $2.1 billion as of December 31, 2022.

The Company's acquisition strategy has not only increased customer households and been accretive to earnings, but has also opened markets and Seacoast's customer base. The table below summarizes acquisition activity in recent years:

(In millions)Primary Market(s)Year of AcquisitionAcquired LoansAcquired Deposits
Drummond Banking CompanyGainesville and Ocala2022$545$881
Apollo Bancshares, Inc.Miami-Dade County2022667855
Florida Business Bank/ Business Bank of Florida, Corp.Melbourne2022122166
Sabal Palm Bank/ Sabal Palm Bancorp, Inc.Sarasota2022246396
Legacy Bank of FloridaBoca Raton and Palm Beach2021477495
Freedom Bank/ Fourth Street Banking CompanyTampa- St. Petersburg2020303330
First Bank of the Palm BeachesWest Palm Beach2020147174
First Green Bank/ First Green Bancorp, Inc.Orlando and Fort Lauderdale2018631624
Palm Beach Community BankWest Palm Beach2017270269
NorthStar Bank/ NorthStar Banking Corporation, Inc.Tampa- St. Petersburg2017137182
GulfShore Bank/ GulfShore BancShares, Inc.Tampa- St. Petersburg2017251285
Orlando banking operations of BMO Harris Bank, N.A.Orlando201663314
Floridian Bank/ Floridian Financial Group, Inc.Orlando2016266337
Grand Bank & Trust of Florida/ Grand Bankshares, Inc.West Palm Beach2015111188
BankFirst/ The BANKshares, Inc.Orlando2014365516
1Acquired loans and deposits presented are preliminary and do not include fair value/purchase accounting adjustments.

2022 Financial Performance Highlights

•Net interest income increased $90.1 million, or 33%, to $366.7 million, and net interest margin (on a fully tax equivalent basis)1 increased to 3.69% in 2022 from 3.27% in 2021.

•Cost of deposits, supported by Seacoast’s longstanding relationship-based approach, remained low at 11 basis points in 2022 compared to 8 basis points in 2021.

•Achieved organic loan growth of 9% while maintaining strict credit underwriting standards and broad distribution amongst industries and collateral types.

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•Tangible common equity to tangible assets of 9.1% and peer-leading capital levels support Seacoast’s continued achievement of strategic growth initiatives.

•Continued strong asset quality trends, with nonperforming loans representing 0.35% of total loans at December 31, 2022.

•Completed four acquisitions in 2022, further expanding the franchise in Florida’s most dynamic markets. The Seacoast Bank footprint reaches from the south in Miami-Dade county, along the east coast to Jacksonville, throughout central and north Florida including Orlando, Gainesville, and Ocala, and on the west coast from Tampa/St. Petersburg south to Naples.

Quarter
FirstSecondThirdFourthYear
202220222022202220222021
Return on average tangible assets0.85%1.29%1.17%0.94%1.06%1.41%
Return on average tangible common equity8.0213.0111.5310.3610.7013.27
Efficiency ratio62.3356.2257.1363.3960.0155.39
Adjusted return on average tangible assets11.06%1.38%1.27%1.36%1.27%1.48%
Adjusted return on average tangible common equity110.0113.9712.4815.0512.8613.97
Adjusted efficiency ratio154.8653.1553.2851.5253.0352.59
1Non-GAAP measure - see “Explanation of Certain Unaudited Non-GAAP Financial Measures” for more information and a reconciliation to GAAP.

Results of Operations

Earnings Summary

For the year ended December 31, 2022, net income totaled $106.5 million, or $1.66 per diluted share, compared to $124.4 million, or $2.18 per diluted share, for the year ended December 31, 2021. Return on average assets (“ROA”) was 0.96% and return on average equity (“ROE”) was 7.51% in 2022, compared to 1.33% and 10.24%, respectively, in 2021.

Adjusted net income1 for the year ended December 31, 2022 totaled $136.1 million, or $2.12 per diluted share, compared to $135.0 million, or $2.36 per diluted share, in 2021.

In 2022, the Company's efficiency ratio, defined as noninterest expense less foreclosed property expense and amortization of intangibles divided by net operating revenue (net interest income on a fully tax equivalent basis plus noninterest income excluding securities gains and losses), was 60.01%, compared to 55.39% for 2021. Changes from the prior year reflect higher 2022 expenses, resulting from organic and acquisition-related expansion of the Company's footprint and investments in commercial banking talent. The adjusted efficiency ratio1 in 2022 was 53.03% compared to 52.59% in 2021.

Net Interest Income and Margin

Net interest income for the year ended December 31, 2022 totaled $366.2 million, increasing $90.1 million, or 33%, compared to the year ended December 31, 2021. Net interest income (on a fully taxable equivalent basis)1 for the year ended December 31, 2022 was $366.7 million, increasing $90.1 million, or 33%, compared to the year ended December 31, 2021. In 2022 and 2021, net interest margin (on a fully tax equivalent basis)1 was 3.69% and 3.27%, respectively.

The rising interest rate environment during 2022 resulted in higher yields on securities and loans. Yield on securities increased by 60 basis points from 1.61% to 2.21% while the yield on loans increased 24 basis points from 4.38% to 4.62%. The effect on net interest margin of interest and fees from Paycheck Protection Program ("PPP") loans was an increase of 2 basis points in 2022 compared to an increase of 11 basis points in 2021. The effect on net interest margin of purchase discounts on acquired loans was an increase of 18 basis points in 2022 compared to an increase of 15 basis points in 2021. The cost of deposits increased by three basis points to 11 basis points in 2022.

1 Non-GAAP measure - see “Explanation of Certain Unaudited Non-GAAP Financial Measures” for more information and a reconciliation to GAAP.

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The following table details the Company’s average balance sheets, interest income and expenses, and yields and rates1, for the past three years:

For the Year Ended December 31,
202220212020
(In thousands, except percentages)Average BalanceInterestYield/ RateAverage BalanceInterestYield/ RateAverage BalanceInterestYield/ Rate
Assets
Earning Assets:
Securities
Taxable$2,568,568$56,6112.20%$1,839,619$29,2061.59%$1,277,441$29,7182.33%
Nontaxable22,1886903.1125,3697302.8822,1645702.57
Total Securities2,590,75657,3012.211,864,98829,9361.611,299,60530,2882.33
Federal funds sold433,3594,1030.95763,7951,0430.14187,4002600.14
Other investments69,6043,5175.0565,5341,9472.9752,0942,2374.29
Loan excluding PPP loans6,812,654313,4504.605,369,204230,5524.295,259,653242,7364.62
PPP loans25,6122,62310.24381,86021,2825.57419,15411,9742.86
Total Loans6,838,266316,0734.625,751,064251,8344.385,678,807254,7104.49
Total Earning Assets9,931,985380,9943.848,445,380284,7603.377,217,906287,4953.98
Allowance for credit losses on loans(94,693)(88,659)(81,858)
Cash and due from banks305,775332,664142,314
Bank premises and equipment, net85,56871,77171,846
Intangible assets360,217249,089231,267
Bank owned life insurance214,468156,599128,569
Other assets248,108170,210149,956
Total Assets$11,051,428$9,337,054$7,860,000
Liabilities and Shareholders' Equity
Interest-Bearing Liabilities:
Interest-bearing demand$2,220,307$3,0990.14%$1,787,2348950.05%$1,324,4331,7100.13%
Savings989,9973970.04805,8163830.05610,0158490.14
Money market1,925,1763,8240.201,765,4442,3270.131,294,6294,3610.34
Time deposits500,4712,6420.53602,7392,7880.461,101,32113,3651.21
Securities sold under agreements to repurchase121,3189860.81113,8811410.1284,5142830.33
Federal Home Loan Bank borrowings10,2643303.22139,4391,5401.10
Other borrowings74,7133,0564.0971,4951,6852.3671,2202,1843.07
Total Interest-Bearing Liabilities5,842,24614,3340.255,146,6098,2190.164,625,57124,2920.53
Noninterest demand3,667,3452,851,6872,107,931
Other liabilities122,982123,44681,279
Total Liabilities9,632,5738,121,7426,814,781
Shareholders' equity1,418,8551,215,3121,045,219
Total Liabilities & Shareholders' Equity$11,051,428$9,337,054$7,860,000
Cost of deposits0.11%0.08%0.32%
Interest expense as % of earning assets0.14%0.10%0.34%
Net interest income/yield on earning assets$366,6603.69%$276,5413.27%$263,2033.65%
1On a fully taxable equivalent basis. All yields and rates have been computed using amortized costs. Fees on loans have been included in interest on loans. Nonaccrual loans are included in loan balances.

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The following table shows the impact of changes in volume and rate on earning assets and interest bearing liabilities1:

2022 vs 2021Due to Change in:2021 vs 2020Due to Change in:
(In thousands)VolumeRateTotalVolumeRateTotal
Amount of increase (decrease)
Earning Assets:
Securities
Taxable$13,819$13,586$27,405$11,002$(11,514)$(512)
Nontaxable(95)55(40)8773160
Total Securities13,72413,64127,36511,089(11,441)(352)
Federal funds sold(1,790)4,8503,060793(10)783
Other investments1631,4071,570488(778)(290)
Loans excluding PPP loans64,19718,70182,8984,880(17,064)(12,184)
PPP loans(28,169)9,510(18,659)(1,572)10,8809,308
Total Loans36,02828,21164,2393,308(6,184)(2,876)
Total Earning Assets48,12548,10996,23415,678(18,413)(2,735)
Interest-Bearing Liabilities:
Interest-bearing demand4111,7932,204415(1,230)(815)
Savings81(67)14183(649)(466)
Money market accounts2641,2331,4971,103(3,137)(2,034)
Time deposits(506)360(146)(4,178)(6,399)(10,577)
Total Deposits2503,3193,569(2,477)(11,415)(13,892)
Securities sold under agreements to repurchase3581084567(209)(142)
Federal Home Loan Bank borrowings330330(1,540)(1,540)
Other borrowings1041,2671,3717(506)(499)
Total Interest Bearing Liabilities7195,3966,115(3,943)(12,130)(16,073)
Net Interest Income$47,406$42,713$90,119$19,621$(6,283)$13,338
1On a fully taxable equivalent basis. All yields and rates have been computed using amortized costs. Fees on loans have been included in interest on loans. Nonaccrual loans are included in loan balances. Changes attributable to rate/volume (mix) are allocated to rate and volume on an equal basis.

Total average loans increased $1.1 billion, or 19%, during 2022 compared to 2021. Average loans as a percentage of average earning assets totaled 69% in 2022, compared to 68% in 2021. Loans secured by commercial real estate represented 57% of total loans, excluding PPP loans, at December 31, 2022, compared to 53% at December 31, 2021. Residential loan balances with individuals (including home equity loans and lines) represented 23% of total loans, excluding PPP loans, at both December 31, 2022 and 2021. (see “Loan Portfolio”).

Average debt securities increased $725.8 million, or 39%, from 2021 reflecting the investment of excess liquidity into the securities portfolio early in 2022. Securities comprised 26% and 22% of average earning assets in 2022 and 2021, respectively. Yields on securities increased from 1.61% in 2021 to 2.21% in 2022.

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Loan production is detailed in the following table for the periods specified:

For the Year Ended December 31,
(In thousands)20222021
Commercial/commercial real estate loan pipeline at period end$395,652$397,822
Commercial/commercial real estate loans closed1,664,8841,137,847
Residential pipeline - saleable at period end$4,207$30,102
Residential loans - sold120,921422,796
Residential pipeline - portfolio at period end$17,149$25,589
Residential loans - retained421,997464,631
Consumer pipeline at period end$36,585$29,739
Consumer originations408,724249,473
PPP originations$$256,007

Commercial and commercial real estate loan production in 2022 totaled $1.7 billion, compared to $1.1 billion in 2021. Commercial originations remained strong and reflect the addition of well-established commercial bankers and expansion into new markets across the state, generating disciplined growth in full relationships, including credit facilities, deposit relationships, and wealth opportunities.

Residential loan production totaled $542.9 million in 2022, compared to $887.4 million in 2021. Included in 2022 and 2021 are purchases of $111.3 million and $219.2 million, respectively, in residential loans from the wholesale market. Limited housing inventory and slowing refinance activity contributed to lower production.

Consumer originations totaled $408.7 million during 2022, compared to $249.5 million during 2021. The increases are primarily the result of consumer lending teams that joined the Company in late 2021.

In 2022, the cost of average interest-bearing liabilities increased nine basis points to 0.25% from 2021, reflecting the impact of the rising interest rate environment. The low overall cost of funding reflects the Company’s successful core deposit focus and relationship-based approach. Noninterest bearing demand deposits at December 31, 2022 represented 41% of total deposits, compared to 38% at December 31, 2021. The cost of average total deposits (including noninterest bearing demand deposits) in 2022 was 0.11%, compared to 0.08% in 2021. Given the decreasing money supply, increasing competition for deposits, and higher interest rates, we expect the cost of interest bearing liabilities to increase in coming periods.

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The following table details the Company's customer relationship funding as of:

December 31,
(In thousands, except percentages)20222021
Noninterest demand$4,070,973$3,075,534
Interest-bearing demand2,337,5901,890,212
Money market1,985,9741,651,881
Savings1,064,392895,019
Time certificates of deposit522,666554,943
Total deposits$9,981,595$8,067,589
Customer sweep accounts$172,029$121,565
Noninterest demand deposit mix41%38%

The Company’s focus on convenience, with high-quality customer service, expanded digital offerings and distribution channels provides stable, low-cost core deposit funding. The acquisitions in 2022 contributed to higher deposit balances, partially offset by outflows in the second half of 2022 spurred by the rising rate environment. Despite increasing interest rates, the Company continued to manage its cost of deposits effectively, increasing to only 21 basis points in the fourth quarter of 2022. During 2022, average transaction deposits (noninterest and interest bearing demand deposits) increased $1.2 billion, or 27%, compared to 2021. The Company’s deposit mix remains favorable, with 95% of average deposit balances comprised of savings, money market, and demand deposits in 2022.

Sweep repurchase agreements with customers increased $50.5 million, or 42%, to $172.0 million at December 31, 2022 compared to $121.6 million at December 31, 2021. The average rate on customer repurchase accounts was 0.81% in 2022 compared to 0.12% in 2021. No federal funds purchased were utilized at December 31, 2022 or 2021.

The Company had $150 million in FHLB borrowings outstanding at December 31, 2022, with a weighted average rate of 3.42%. No FHLB borrowings were utilized in 2021 (see “Note 9 - Borrowings” to the Company’s consolidated financial statements).

In 2022, average subordinated debt of $74.7 million related primarily to trust preferred securities issued by subsidiary trusts of the Company carried an average cost of 4.09%, up from 2.36% in 2021, reflecting the impact of rising interest rates as the subordinated debt cost is based on LIBOR plus a spread. In the fourth quarter of 2022 through a bank acquisition the Company acquired $12.3 million in subordinated debt. The notes carry a fixed interest rate of 5.50% until 2025, convert to a floating rate until maturity in 2030, and are callable at the Company’s discretion (see “Note 9 - Borrowings”).

Provision for Credit Losses

The provision for credit losses was $26.2 million for the full year 2022 compared to a net benefit of $9.4 million for the full year 2021. The increase in provision during 2022 was primarily driven by loan growth, provisioning for loans related to the four acquisitions during the year, along with changes in economic forecast factors.

Noninterest Income

Noninterest income (excluding securities gains and losses) totaled $67.2 million in 2022, a decrease of $4.1 million, or 6%, compared to 2021. Noninterest income accounted for 16% of total revenue in 2022 and 21% in 2021 (net interest income plus noninterest income, excluding securities gains and losses).

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Noninterest income is detailed as follows:

For the Year Ended December 31,% Change
(In thousands, except percentages)2022202122/21
Service charges on deposit accounts$13,709$9,77740%
Interchange income17,17116,2316
Wealth management income11,0519,62815
Mortgage banking fees3,47811,782(70)
Marine finance fees92066538
SBA gains8421,531(45)
BOLI income5,5724,15434
SBIC income1,3056,778(81)
Other income13,13910,75922
67,18771,305(6)
Securities gains (losses), net(1,096)(578)90
Total Noninterest Income$66,091$70,727(7%)

Service charges on deposits for the year ended December 31, 2022 compared to the year ended December 31, 2021 increased $3.9 million, or 40%, to $13.7 million. This increase reflects the benefit of an expanded deposit base from acquisition activity in 2022. Overdraft fees on business and consumer accounts represented 37% of total service charges on deposits in 2022 compared to 41% in 2021.

Interchange revenue totaled $17.2 million in 2022, an increase of 6% from $16.2 million in 2021, primarily attributed to an expanded customer base.

Despite the impact of market declines, wealth management revenues, including brokerage commissions and fees and trust income, increased $1.4 million, or 15%, to $11.1 million for the year ended December 31, 2022. The wealth management team has continued to demonstrate success in building new relationships, resulting in a 12% increase in assets under management year-over-year to $1.4 billion as of December 31, 2022.

Mortgage banking fees decreased by $8.3 million, or 70%, to $3.5 million for the year ended December 31, 2022 compared to 2021. The prior year results benefited from historically low interest rates which resulted in strong refinance demand, while 2022 results reflect a slowdown in refinance and purchase activity.

Gains on sale of the guaranteed portion of SBA loans totaled $0.8 million for the year ended December 31, 2022, a decrease of $0.7 million compared to 2021.

Bank owned life insurance (“BOLI”) income totaled $5.6 million in 2022, an increase of $1.4 million, or 34%, compared to the prior year. The Company added $53.1 million in BOLI through bank acquisitions in 2022.

Income from the Company's investments in Small Business Investment Companies (“SBICs”) decreased by $5.5 million to $1.3 million compared to 2021. The amounts recognized on SBIC investments will vary amongst periods.

Other income increased by $2.4 million, or 22% year-over-year, reflecting higher loan swap fees and insurance agency commissions.

Securities losses in 2022 totaled $1.1 million, resulting solely from the decline in the market value of the CRA-qualified mutual fund investment. Securities losses in 2021 totaled $0.6 million, resulting from a $0.4 million net loss on the sale of debt securities, and a $0.2 million decline in the value of the CRA-qualified mutual fund investment.

Noninterest Expense

The Company has demonstrated its commitment to efficiency through disciplined, proactive management of its cost structure. Noninterest expenses in 2022 totaled $267.9 million and included acquisition-related expenses of $27.9 million, and expenses related to branch consolidation and other expense reduction initiatives of $1.2 million. In 2021, noninterest expenses totaled $197.4 million, including $7.9 million in acquisition-related expenses and $2.2 million in expenses related to branch consolidation and other expense reduction initiatives. Adjusted noninterest expense1 in 2022 totaled $229.7 million, an increase

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of 26% from 2021, reflecting overall growth of the organization. Changes in the categories of noninterest expense for the year ended 2022 compared to 2021 are further described below.

For the Year Ended December 31,% Change
(In thousands, except percentages)2022202122/21
Salaries and wages$130,100$97,28334%
Employee benefits19,02617,8736
Outsourced data processing costs27,51019,91938
Telephone and data lines3,7993,22318
Occupancy18,53914,14031
Furniture and equipment6,4205,39019
Marketing6,2864,58337
Legal and professional fees20,70311,37682
FDIC assessments3,1372,40530
Amortization of intangibles9,1015,03381
Foreclosed property expense and net gain on sale(1,534)(264)481
Provision for credit losses on unfunded commitments1,157133770
Other23,69016,34145
Total Noninterest Expense$267,934$197,43536%

Salaries and wages totaled $130.1 million in 2022, an increase of $32.8 million, or 34%, compared to 2021. Results in 2022 include $9.2 million in bank acquisition-related charges compared to $2.6 million in 2021. The remaining increase compared to the prior year reflects higher salaries from headcount added through acquisitions and investments made to support organic growth.

During 2022, employee benefit costs, which include costs associated with the Company's self-funded health insurance benefits, 401(k) plan, payroll taxes, and unemployment compensation, increased $1.2 million, or 6%, compared to 2021. The increase reflects the impact of higher health insurance related costs and payroll taxes resulting from headcount added through acquisitions and investments made to support organic growth.

The Company utilizes third parties for core data processing systems. Ongoing data processing costs are directly related to the number of transactions processed and the negotiated rates associated with those transactions. Outsourced data processing costs totaled $27.5 million in 2022, an increase of $7.6 million, or 38%. Results include $3.4 million in acquisition-related charges compared to $0.9 million in 2021. Investments in 2022 included an upgrade of the online and mobile banking platform, providing an enhanced digital experience for consumers. Outsourced data processing costs may continue to increase in the future as customers adopt improved products and as business volumes grow.

Telephone and data line expenses, including electronic communications with customers, between branch locations and personnel, and with third party data processors, increased by $0.6 million in 2022 to $3.8 million.

Total occupancy, furniture and equipment expenses in 2022 totaled $25.0 million, an increase of $5.4 million, or 28%, compared to 2021, primarily due to expansion through acquisitions. The Company continues to evolve its branch footprint in order to redirect capacity into attractive growth markets.

In 2022 and 2021, marketing expenses totaled $6.3 million and $4.6 million, respectively. The Company continues to carefully manage the use of marketing campaigns to target potential high value customers in a cost effective manner through a mix of digital communications, direct mail, event sponsorships and donations.

Legal and professional fees increased by $9.3 million in 2022, or 82%, to $20.7 million, which includes $10.3 million in merger-related expenses in 2022, compared to $3.5 million in 2021.

FDIC assessments were $3.1 million in 2022, compared to $2.4 million in 2021.

Foreclosed property expenses were more than offset in each year by net gains on sale, resulting in a benefit of $1.5 million in 2022, compared to a benefit of $0.3 million in 2021.

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Other expense totaled $23.7 million and $16.3 million in 2022 and 2021, respectively. The increase of $7.3 million, or 45%, includes higher loan production-related expenses, and higher recruiting costs.

Income Taxes

In 2022, the provision for income taxes totaled $31.6 million, compared to $34.3 million in 2021. The decrease reflects lower pre-tax income primarily resulting from higher provision for credit losses, and a $1.0 million refund of Florida corporate income tax paid in the prior year. Discrete tax benefits related to share-based compensation were $1.1 million in 2022 and $0.9 million in 2021.

Fourth Quarter Results and Analysis

Net income totaled $23.9 million in the fourth quarter of 2022, a decrease of $5.3 million, or 18%, from the third quarter of 2022, and a decrease of $12.4 million, or 34%, compared to the fourth quarter of 2021. The fourth quarter of 2022 included $16.1 million in merger-related costs and $15.0 million in provision for credit losses associated with the Apollo and Drummond acquisitions. Adjusted net income1 totaled $39.9 million, an increase of $7.1 million, or 22%, from the third quarter of 2022, and an increase of $3.1 million, or 8%, compared to the fourth quarter of 2021. Diluted earnings per common share (“EPS”) was $0.34 and adjusted diluted EPS12was $0.56 in the fourth quarter of 2022, compared to diluted EPS of $0.47 and adjusted diluted EPS1 of $0.53 in the third quarter of 2022 and compared to diluted EPS of $0.62 and adjusted diluted EPS1 of $0.62 in the fourth quarter of 2021.

Net revenues, which are calculated as net interest income on a fully taxable equivalent basis plus noninterest income excluding securities gains and losses, increased $33.0 million, or 32%, from the third quarter of 2022 and increased $46.4 million, or 51%, from the fourth quarter of 2021. Net interest income increased $31.4 million, or 36%, compared to the third quarter of 2022 and increased $47.4 million, or 66%, compared to the fourth quarter of 2021.

Net interest income (on a tax-equivalent basis), for the fourth quarter of 2022 totaled $119.9 million, an increase of $31.5 million, or 36%, from the third quarter of 2022, and an increase of $47.4 million, or 66%, from the fourth quarter 2021. Net interest margin (on a tax-equivalent basis), increased 69 basis points to 4.36% from 3.67% in the third quarter of 2022.

Noninterest income, excluding securities gains and losses, totaled $17.6 million for the fourth quarter of 2022, an increase of $1.2 million, or 7%, when compared to the third quarter of 2022, and a decrease of $1.5 million, or 8%, compared to the fourth quarter of 2021.

•Service charges on deposits increased $0.5 million compared to the third quarter of 2022 and $1.4 million compared to the fourth quarter of 2021, reflecting the benefit of an expanded deposit base including from acquisitions.

•Interchange income increased $0.5 million compared to both the third quarter of 2022 and the fourth quarter of 2021, primarily attributed to an expanded customer base.

•Despite the impact of market declines, the wealth management division has demonstrated continued success in building relationships, and during the fourth quarter of 2022, assets under management grew $159.5 million, driving a $0.2 million, or 6%, increase in wealth management income compared to the third quarter of 2022 and a $0.5 million, or 22%, increase compared to the fourth quarter of 2021. During the full year 2022, the wealth management division added a record breaking $425 million in new assets under management.

•Mortgage banking fees were $0.4 million, flat compared to the third quarter of 2022 and decreasing $1.6 million, or 79%, compared to the fourth quarter of 2021 as a result of the overall slowdown attributed to significant increases in mortgage rates and low inventory levels during 2022.

Noninterest expenses for the fourth quarter of 2022 totaled $91.5 million, an increase of $30.2 million, or 49%, from the third quarter of 2022 and an increase of $41.2 million, or 82%, from the fourth quarter of 2021. The fourth quarter of 2022 included $16.1 million of merger related expenses, compared to $2.1 million in the third quarter of 2022 and $0.5 million in the fourth quarter of 2021.

•Salaries and wages increased $17.0 million to $45.4 million in the fourth quarter of 2022 compared to the third quarter of 2022. The fourth quarter of 2022 includes $5.7 million in merger-related expenses as well as higher headcount associated with adding 20 branch locations, bankers, and operational staff with the acquisitions of Apollo and Drummond. We expect the full benefit of cost synergies to materialize beginning in the second quarter of 2023.

12Non-GAAP measure, see “Explanation of Certain Unaudited Non-GAAP Financial Measures” for more information and a reconciliation to GAAP.

38

•Employee benefits increased $1.2 million to $5.3 million in the fourth quarter of 2022 compared to the third quarter of 2022, reflecting higher payroll taxes and healthcare-related costs attributed to higher headcount.

•Outsourced data processing costs increased by $4.5 million in the fourth quarter of 2022 compared to the third quarter of 2022, including $2.6 million in direct acquisition related expenses. The remainder of the increase is the result of higher transaction volume and the growth in customers with the two bank acquisitions.

•Occupancy, telephone and data lines, and furniture and equipment expenses collectively increased $1.1 million to $8.6 million in the fourth quarter of 2022 compared to the third quarter of 2022, reflecting the expanded footprint from the addition of Apollo and Drummond locations.

•Legal and professional fees increased by $5.4 million to $9.2 million in the fourth quarter of 2022 compared to the third quarter of 2022, including a $4.7 million increase in merger-related expenses during the quarter.

•Other expenses decreased by $1.4 million compared to the third quarter of 2022, driven by lower recruiting costs.

•Amortization of intangibles increased $3.3 million compared to the third quarter of 2022, with the addition of $61.7 million in intangible assets from the acquisitions of Drummond and Apollo. These assets are comprised primarily of core deposit intangibles, which will be amortized using an accelerated amortization method over approximately six years.

The provision for credit losses was $14.1 million in the fourth quarter of 2022, compared to a provision of $4.7 million in the third quarter of 2022. A $15.0 million provision recorded in the Apollo and Drummond acquisitions during the fourth quarter of 2022 was partially offset by the release of $2.1 million added in the third quarter of 2022 for potential losses related to Hurricane Ian that did not materialize.

Explanation of Certain Unaudited Non-GAAP Financial Measures

This report contains financial information determined by methods other than Generally Accepted Accounting Principles (“GAAP”). The financial highlights provide reconciliations between GAAP and adjusted financial measures including net income, fully taxable equivalent net interest income, noninterest income, noninterest expense, tax adjustments, net interest margin and other financial ratios. Management uses these non-GAAP financial measures in its analysis of the Company’s performance and believes these presentations provide useful supplemental information, and a clearer understanding of the Company’s performance. The Company believes the non-GAAP measures enhance investors’ understanding of the Company’s business and performance and if not provided would be requested by the investor community. These measures are also useful in understanding performance trends and facilitate comparisons with the performance of other financial institutions. The limitations associated with operating measures are the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might define or calculate these measures differently. The Company provides reconciliations between GAAP and these non-GAAP measures. These disclosures should not be considered an alternative to GAAP.

The following tables provide reconciliation between GAAP and adjusted (non-GAAP) financial measures.

Quarters
FourthThirdSecondFirstTotal
(In thousands except per share data)2022202220222022Year
Net income$23,927$29,237$32,755$20,588$106,507
Total noninterest income$17,651$16,103$16,964$15,373$66,091
Securities losses (gains), net(18)3623004521,096
Total Adjustments to Noninterest Income(18)3623004521,096
Total Adjusted Noninterest Income$17,633$16,465$17,264$15,825$67,187
Total noninterest expense$91,510$61,359$56,148$58,917$267,934
Merger-related charges(16,140)(2,054)(3,039)(6,692)(27,925)
Amortization of intangibles(4,763)(1,446)(1,446)(1,446)(9,101)
Branch reductions and other expense initiatives(176)(960)(74)(1,210)
Total Adjustments to Noninterest Expense(21,079)(4,460)(4,485)(8,212)(38,236)

39

Quarters
FourthThirdSecondFirstTotal
(In thousands except per share data)2022202220222022Year
Total Adjusted Noninterest Expense$70,431$56,899$51,663$50,705$229,698
Income Taxes$7,794$9,115$8,886$5,834$31,629
Tax effect of adjustments5,3381,2221,2132,1969,969
Tax expense on BOLI surrender(276)(276)
Total Adjustments to Income Taxes5,0621,2221,2132,1969,693
Adjusted Income Taxes12,85610,33710,0998,03041,322
Adjusted Net Income$39,926$32,837$36,327$27,056$136,146
Earnings per diluted share, as reported$0.34$0.47$0.53$0.33$1.66
Adjusted Earnings per Diluted Share0.560.530.590.442.12
Average diluted shares outstanding (in thousands)71,37461,96161,92361,70464,264
Adjusted Noninterest Expense$70,431$56,899$51,663$50,705$229,698
Provision for credit losses on unfunded commitments(1,015)(142)(1,157)

40

Quarters
FourthThirdSecondFirstTotal
(In thousands except per share data)2022202220222022Year
Foreclosed property expense and net gain (loss) on sale411(9)9681641,534
Net Adjusted Noninterest Expense$70,842$55,875$52,631$50,727$230,075
Revenue$137,360$104,387$98,611$91,895$432,253
Total Adjustments to Revenue(18)3623004521,096
Impact of FTE adjustment149115117117498
Adjusted revenue on a fully tax equivalent basis$137,491$104,864$99,028$92,464$433,847
Adjusted Efficiency Ratio51.52%53.28%53.15%54.86%53.03%
Net Interest Income$119,709$88,284$81,647$76,522$366,162
Impact of FTE Adjustment149115117117498
Net interest income including FTE adjustment119,85888,39981,76476,639366,660
Total noninterest income17,65116,10316,96415,37366,091
Total noninterest expense91,51061,35956,14858,917267,934
Pre-Tax Pre-Provision Earnings45,99943,14342,58033,095164,817
Total Adjustments to Noninterest Income(18)3623004521,096
Total Adjustments to Noninterest Expense(20,668)(5,484)(3,517)(8,190)(37,859)
Adjusted Pre-Tax Pre-Provision Earnings$66,649$48,989$46,397$41,737$203,772
Average Assets$12,139,856$10,585,338$10,840,518$10,628,516$11,051,428
Less average goodwill and intangible assets(521,412)(305,935)(307,411)(304,321)(360,217)
Average Tangible Assets$11,618,444$10,279,403$10,533,107$10,324,195$10,691,211
Return on Average Assets (“ROA”)0.78%1.10%1.21%0.79%0.96%
Impact of removing average intangible assets and related amortization0.160.070.080.060.10
Return on Average Tangible Assets (“ROTA”)0.941.171.290.851.06
Impact of other adjustments for Adjusted Net Income0.420.100.090.210.21
Adjusted Return on Average Tangible Assets1.36%1.27%1.38%1.06%1.27%
Pre-Tax Pre-Provision Return on average tangible assets1.69%1.71%1.66%1.34%1.61%
Impact of adjustments on Pre-Tax Pre-Provision earnings0.590.180.110.300.30
Adjusted Pre-Tax Pre-Provision Return on Tangible Assets2.281.891.771.641.91
Average Shareholders' Equity$1,573,704$1,349,475$1,350,568$1,400,535$1,418,855
Less average goodwill and intangible assets(521,412)(305,935)(307,411)(304,321)(360,217)
Average Tangible Equity$1,052,292$1,043,540$1,043,157$1,096,214$1,058,638
Return on Average Shareholders' Equity6.03%8.60%9.73%5.96%7.51%
Impact of removing average intangible assets and related amortization4.332.933.282.063.19
Return on Average Tangible Common Equity (“ROTCE”)10.3611.5313.018.0210.70
Impact of other adjustments for Adjusted Net Income4.690.950.961.992.16
Adjusted Return on Average Tangible Common Equity15.05%12.48%13.97%10.01%12.86%
Loan interest income1$105,437$74,050$69,388$67,198$316,073

41

Quarters
FourthThirdSecondFirstTotal
(In thousands except per share data)2022202220222022Year
Accretion on acquired loans(9,710)(2,242)(2,720)(3,717)(18,389)
Interest and fees on PPP loans(39)(320)(741)(1,523)(2,623)
Loan interest income excluding PPP and accretion on acquired loans$95,688$71,488$65,927$61,958$295,061
Yield on loans15.29%4.45%4.29%4.30%4.62%
Impact of accretion on acquired loans(0.49)(0.14)(0.16)(0.24)(0.27)
Impact of PPP(0.01)(0.03)(0.06)(0.02)
Yield on loans excluding PPP and accretion on acquired loans4.80%4.30%4.10%4.00%4.33%
Net interest income1$119,858$88,399$81,764$76,639$366,660
Accretion on acquired loans(9,710)(2,242)(2,720)(3,717)(18,389)
Interest and fees on PPP(39)(320)(741)(1,523)(2,623)
Net interest income excluding PPP and accretion on acquired loans$110,109$85,837$78,303$71,399$345,648
Net interest margin4.36%3.67%3.38%3.25%3.69%
Impact of accretion on acquired loans(0.35)(0.09)(0.12)(0.15)(0.18)
Impact of PPP(0.01)(0.02)(0.05)(0.02)
Net interest margin excluding PPP and accretion on acquired loans4.01%3.57%3.24%3.05%3.49%
Security interest income1$18,694$15,827$12,562$10,218$57,301
Tax equivalent adjustment to securities(34)(35)(36)(37)(142)
Securities interest income excluding tax equivalent adjustment$18,660$15,792$12,526$10,181$57,159
Loan interest income1$105,437$74,050$69,388$67,198$316,073
Tax equivalent adjustment to loans(115)(80)(81)(80)(356)
Loan interest income excluding tax equivalent adjustment$105,322$73,970$69,307$67,118$315,717
Net Interest Income1$119,858$88,399$81,764$76,639$366,660
Tax equivalent adjustment to securities(34)(35)(36)(37)(142)
Tax equivalent adjustment to loans(115)(80)(81)(80)(356)
Net interest income excluding tax equivalent adjustments$119,709$88,284$81,647$76,522$366,162
1On a fully taxable equivalent basis. All yields and rates have been computed using amortized cost.
Quarters
FourthThirdSecondFirstTotal
(In thousands except per share data)2021202120212021Year
Net income$36,330$22,944$31,410$33,719$124,403
Total noninterest income$18,706$19,028$15,322$17,671$70,727
Securities losses (gains), net3793055114578
Gain on sale of domain name (included in other income)(755)(755)
Total Adjustments to Noninterest Income(376)3055114(177)
Total Adjusted Noninterest Income$18,330$19,058$15,377$17,785$70,550
Total noninterest expense$50,263$55,268$45,784$46,120$197,435

42

Quarters
FourthThirdSecondFirstTotal
(In thousands except per share data)2021202120212021Year
Merger-related charges(482)(6,281)(509)(581)(7,853)
Amortization of intangibles(1,304)(1,306)(1,212)(1,211)(5,033)
Branch reductions and other expense initiatives(168)(870)(663)(449)(2,150)
Total Adjustments to Noninterest Expense(1,954)(8,457)(2,384)(2,241)(15,036)
Total Adjusted Noninterest Expense$48,309$46,811$43,400$43,879$182,399

43

Quarters
FourthThirdSecondFirstTotal
(In thousands except per share data)2021202120212021Year
Income Taxes$8,344$7,049$8,785$10,157$34,335
Tax effect of adjustments2802,0815985773,536
Effect of change in corporate tax rate on deferred tax assets774774
Total Adjustments to Income Taxes1,0542,0815985774,310
Adjusted Income Taxes9,3989,1309,38310,73438,645
Adjusted Net Income$36,854$29,350$33,251$35,497$134,952
Earnings per diluted share, as reported$0.62$0.40$0.56$0.60$2.18
Adjusted diluted earnings per share$0.62$0.51$0.59$0.63$2.36
Average diluted shares outstanding (in thousands)59,01657,64555,90155,99257,088
Adjusted Noninterest Expense$48,309$46,811$43,400$43,879$182,399
Provision for credit losses on unfunded commitments(133)(133)
Foreclosed property expense and net (loss)/gain on sale175(66)9065264
Total Adjusted Noninterest Expense$48,484$46,612$43,490$43,944$182,530
Revenue$90,995$90,352$81,124$84,281$346,752
Total Adjustments to Revenue(376)3055114(177)
Impact of FTE adjustment123131131131516
Adjusted Revenue on a fully taxable equivalent basis$90,742$90,513$81,310$84,526$347,091
Adjusted Efficiency Ratio53.43%51.50%53.49%51.99%52.59%
Net Interest Income$72,289$71,324$65,802$66,610$276,025
Impact of FTE adjustment123131131131516
Net Interest Income including FTE adjustment72,41271,45565,93366,741276,541
Total noninterest income18,70619,02815,32217,67170,727
Total noninterest expense50,26355,26845,78446,120197,435
Pre-Tax Pre-Provision Earnings40,85535,21535,47138,292149,833
Total Adjustments to Noninterest Income(376)3055114(177)
Total Adjustments to Noninterest Expense(1,779)(8,656)(2,294)(2,176)(14,905)
Adjusted Pre-Tax Pre-Provision Earnings$42,258$43,901$37,820$40,582$164,561
Average Assets$10,061,382$9,753,734$9,025,846$8,485,354$9,337,054
Less average goodwill and intangible assets(267,692)(254,980)(235,964)(237,323)(249,089)
Average Tangible Assets$9,793,690$9,498,754$8,789,882$8,248,031$9,087,965
Return on Average Assets (“ROA”)1.43%0.93%1.40%1.61%1.33%
Impact of removing average intangible assets and related amortization0.080.070.080.090.08
Return on Average Tangible Assets (“ROTA”)1.511.001.481.701.41
Impact of other adjustments for Adjusted Net Income(0.02)0.230.040.050.07
Adjusted Return on Average Tangible Assets1.49%1.23%1.52%1.75%1.48%
Pre-Tax Pre-Provision Return on average tangible assets1.66%1.47%1.62%1.88%1.69%
Impact of adjustments on Pre-Tax Pre-Provision earnings0.050.360.110.120.12
Adjusted Pre-Tax Pre-Provision Return on Tangible Assets1.711.831.732.001.81

44

Quarters
FourthThirdSecondFirstTotal
(In thousands except per share data)2021202120212021Year
Average Shareholders' Equity$1,303,686$1,248,547$1,170,395$1,136,416$1,215,312
Less average goodwill and intangible assets(267,692)(254,980)(235,964)(237,323)(249,089)
Average Tangible Equity$1,035,994$993,567$934,431$899,093$966,223
Return on Average Shareholders' Equity11.06%7.29%10.76%12.03%10.24%
Impact of removing average intangible assets and related amortization3.232.273.123.593.03
Return on Average Tangible Common Equity (“ROTCE”)14.299.5613.8815.6213.27
Impact of other adjustments for Adjusted Net Income(0.18)2.160.390.390.70
Adjusted Return on Average Tangible Common Equity14.11%11.72%14.27%16.01%13.97%
Loan interest income1$64,487$64,517$60,440$62,390$251,834
Accretion on acquired loans(3,520)(3,483)(2,886)(2,868)(12,757)
Interest and fees on PPP loans(3,352)(5,917)(5,127)(6,886)(21,282)
Loan Interest Income excluding accretion on acquired loans$57,615$55,117$52,427$52,636$217,795
Yield on loans14.31%4.49%4.33%4.39%4.38%
Impact of accretion on acquired loans(0.24)(0.24)(0.21)(0.20)(0.22)
Interest and fees on PPP loans(0.13)(0.22)0.01(0.04)(0.10)
Yield on Loans excluding accretion on acquired loans3.94%4.03%4.13%4.15%4.06%
Net interest income1$72,412$71,455$65,933$66,741$276,541
Accretion on acquired loans(3,520)(3,483)(2,886)(2,868)(12,757)
Interest and fees on PPP loans(3,352)(5,917)(5,127)(6,886)(21,282)
Net Interest Income excluding accretion on acquired loans$65,540$62,055$57,920$56,987$242,502
Net interest margin3.16%3.22%3.23%3.51%3.27%
Impact of accretion on acquired loans(0.15)(0.15)(0.14)(0.15)(0.15)
Impact of PPP loans(0.10)(0.18)(0.06)(0.11)(0.11)
Net interest margin excluding accretion on acquired loans2.91%2.89%3.03%3.25%3.01%
Securities Interest Income1$8,750$7,956$6,745$6,485$29,936
Tax equivalent adjustment to securities(37)(38)(39)(39)(153)
Security interest income excluding tax equivalent adjustment$8,713$7,918$6,706$6,446$29,783
Loan Interest Income1$64,487$64,517$60,440$62,390$251,834
Tax equivalent adjustment to loans(86)(93)(92)(92)(363)
Loan interest income excluding tax equivalent adjustment$64,401$64,424$60,348$62,298$251,471
Net interest income1$72,412$71,455$65,933$66,741$276,541
Tax equivalent adjustment to securities(37)(38)(39)(39)(153)
Tax equivalent adjustment to loans(86)(93)(92)(92)(363)
Net Interest Income excluding tax equivalent adjustments$72,289$71,324$65,802$66,610$276,025
1On a fully taxable equivalent basis. All yields and rates have been computed using amortized cost.

45

Financial Condition

Total assets increased $2.5 billion, or 25%, year-over-year to $12.1 billion at December 31, 2022, reflecting a combination of organic growth and acquisitions.

Securities

Information related to yields, maturities, carrying values and fair value of the Company’s securities is set forth in Tables 7 and 8 and “Note 3 - Securities” of the Company’s consolidated financial statements.

At December 31, 2022, the Company had $1.9 billion in securities available-for-sale, and $747.4 million in securities held-to-maturity. The Company's total debt securities portfolio increased $336.2 million, or 15%, from December 31, 2021.

During the year ended December 31, 2022, there were $899.7 million of debt security purchases and $367.7 million in paydowns and maturities over the same period. For the year ended December 31, 2022, debt securities with a fair value of $515.2 million obtained through bank acquisition were sold with no gains or losses recognized. During the year ended December 31, 2021, there were $1.5 billion of debt security purchases and $679.3 million in paydowns and maturities over the same period. For the year ended December 31, 2021, debt securities with a fair value of $102.1 million were sold with net losses of $0.4 million.

Debt securities generally return principal and interest monthly. The modified duration of the available-for-sale securities portfolio at December 31, 2022 was 3.7 and at December 31, 2021 was 3.8.

At December 31, 2022, available-for-sale securities had gross unrealized losses of $248.7 million and gross unrealized gains of $1.1 million, compared to gross unrealized losses of $20.9 million and gross unrealized gains of $11.5 million at December 31, 2021. The Company assesses securities in an unrealized loss position on a quarterly basis. As of December 31, 2022, the Company expected to recover the entire amortized cost basis of these securities and therefore no allowance for credit losses was recorded.

The credit quality of the Company’s securities holdings are primarily investment grade. U.S. Treasury and U.S. government agencies and obligations of U.S. government-sponsored entities totaled $2.1 billion, or 80%, of the total portfolio.

The portfolio includes $179.1 million, with a fair value of $166.4 million, in private label residential and commercial mortgage-backed securities and collateralized mortgage obligations. Included are $161.9 million, with a fair value of $150.1 million, in private label mortgage-backed residential securities with weighted average credit support of 25%. The collateral underlying these mortgage investments includes both fixed-rate and adjustable-rate mortgage loans. Private label commercial securities total $17.2 million, with a fair value of $16.3 million. These securities have weighted average credit support of 23%. The collateral underlying these mortgages are primarily pooled multifamily loans.

The Company also has $313.2 million, with a fair value of $302.9 million, in uncapped 3-month LIBOR floating rate collateralized loan obligations. Collateralized loan obligations are special purpose vehicles that purchase first lien broadly syndicated corporate loans while providing support to senior tranche investors. As of December 31, 2022, all of the Company's collateralized loan obligations were in AAA/AA tranches with average credit support of 32%. The Company utilizes credit models with assumptions of loan level defaults, recoveries, and prepayments to evaluate each security for potential credit losses. The result of this analysis did not indicate expected credit losses.

Held-to-maturity securities consist solely of mortgage-backed securities and collateralized mortgage obligations guaranteed by government agencies.

At December 31, 2022, the Company has determined that all debt securities in an unrealized loss position are the result of both broad investment type spreads and the current interest rate environment. Management believes that each investment will recover any price depreciation over its holding period as the debt securities move to maturity, and management has the intent and ability to hold these investments to maturity, if necessary. Therefore, at December 31, 2022, no allowance for credit losses has been recorded.

Loan Portfolio

Loans, net of unearned income and excluding the allowance for credit losses, were $8.1 billion at December 31, 2022, an increase of $2.2 billion, or 37%, compared to December 31, 2021. The increase reflects organic growth along with the addition of acquired banks.

46

For the year ended December 31, 2022, the Company originated $1.7 billion in commercial and commercial real estate loans, compared to $1.1 billion for the year ended December 31, 2021, an increase of $527.0 million, or 46%. The late-stage pipeline for commercial and commercial real estate loans totaled $395.7 million at December 31, 2022.

The Company originated $310.7 million in residential loans retained in the portfolio during the year ended December 31, 2022, compared to originations of $245.4 million during the year ended December 31, 2021, an increase of $65.3 million, or 27%. Saleable production decreased for the year ended December 31, 2022, representing $120.9 million versus $422.8 million during the year ended December 31, 2021, a decrease of 71%. Saleable production in 2022 was impacted by the rapid increase in mortgage rates and low inventory levels.

The Company originated $408.7 million in consumer loans during the year ended December 31, 2022 compared to $249.5 million originated in the year ended December 31, 2021. The increases are primarily the result of consumer lending teams that joined the Company in late 2021.

The Company remains committed to sound risk management procedures. Lending policies contain guardrails that pertain to lending by type of collateral and purpose, along with limits regarding loan concentrations and the principal amount of loans. The Company's exposure to commercial real estate lending remains well below regulatory limits (see “Loan Concentrations”).

The following table details loan portfolio composition at December 31, 2022 and 2021 for portfolio loans, purchased credit deteriorated loans (“PCD”) and loans purchased which are not considered credit deteriorated (“Non-PCD”) as defined in “Note 4 - Loans”.

December 31, 2022
(In thousands)Portfolio LoansAcquired Non-PCD LoansPCD LoansTotal
Construction and land development$364,900$201,333$21,100$587,332
Commercial real estate - owner occupied995,154451,20231,9461,478,302
Commercial real estate - non-owner occupied1,695,411767,138127,2252,589,774
Residential real estate1,558,643271,37819,4821,849,503
Commercial and financial1,151,273182,12415,2381,348,636
Consumer177,33889,45819,791286,587
Paycheck Protection Program1,4743,1164,590
Totals$5,944,193$1,965,749$234,782$8,144,724
December 31, 2021
(In thousands)Portfolio LoansAcquired Non-PCD LoansPCD LoansTotal
Construction and land development$199,341$31,438$45$230,824
Commercial real estate - owner occupied983,517186,81227,4451,197,774
Commercial real estate - non-owner occupied1,278,180382,55475,7051,736,439
Residential real estate1,261,306156,9577,0911,425,354
Commercial and financial968,31884,39516,6431,069,356
Consumer169,5074,65810174,175
Paycheck Protection Program69,50321,60491,107
Totals$4,929,672$868,418$126,939$5,925,029

The amortized cost basis of loans at December 31, 2022 and 2021 included net deferred costs of $35.1 million and $28.6 million, respectively. At December 31, 2022, the remaining fair value adjustments on acquired loans were $97.7 million, or 4.3% of the outstanding acquired loan balances, compared to $23.1 million, or 2.3% of the acquired loan balances at December 31, 2021. The discount is accreted into interest income over the remaining lives of the related loans on a level yield basis.

47

Commercial real estate (“CRE) loans, inclusive of owner-occupied commercial real estate, increased $1.1 billion, or 39%, totaling $4.1 billion at December 31, 2022, compared to December 31, 2021. Owner-occupied commercial real estate loans represent $1.5 billion, or 36%, of the commercial real estate portfolio.

Commercial and financial loans increased year-over-year by $279.3 million, or 26%, totaling $1.3 billion at December 31, 2022. The addition of well-established commercial bankers and expansion into new markets across the state have generated disciplined loan growth.

Residential mortgage loans increased $424.1 million, or 30%, year-over-year to $1.8 billion as of December 31, 2022. Included in the balance as of December 31, 2022 were $964.3 million of fixed rate mortgages, $402.3 million of adjustable rate mortgages, and $482.9 million in home equity loans and home equity lines of credit ("HELOCs"), compared to $773.7 million, $278.9 million and $336.6 million, respectively, as of December 31, 2021. The increases during 2022 include approximately $232 million acquired through bank acquisitions, and a $111 million residential mortgage pool purchased in the first quarter of 2022. Borrowers in the residential real estate portfolio have an average credit score of 752.

Substantially all residential originations have been underwritten to conventional loan agency standards, including loans having balances that exceed agency value limitations. The average LTV of our HELOC portfolio is 69% with 31% of the portfolio being in the first lien position at December 31, 2022, compared to an average LTV of 69% with 42% of the portfolio being in the first lien position at December 31, 2021.

The Company also provides consumer loans, which include installment loans, auto loans, marine loans and other consumer loans, which increased $112.4 million, or 65%, year-over-year to a total of $286.6 million at December 31, 2022, compared to $174.2 million at December 31, 2021. As part of the acquisition of Drummond Bank in the fourth quarter of 2022, the Company acquired approximately $90 million in digitally originated unsecured consumer loans, and as of the acquisition date, the Company ceased further originations of this type.

At December 31, 2022, the Company had unfunded commitments to extend credit of $2.8 billion, compared to $2.0 billion at December 31, 2021 (see “Note 15 - Contingent Liabilities and Commitments with Off-Balance Sheet Risk” to the Company’s consolidated financial statements).

Loan Concentrations

The Company has developed prudent guardrails to manage loan types that are most impacted by stressed market conditions in order to minimize credit risk concentration to capital. Outstanding balances for commercial and commercial real estate (“CRE”) loan relationships greater than $10 million totaled $2.2 billion, representing 27% of the total portfolio at December 31, 2022, compared to $1.2 billion, or 20%, at December 31, 2021.

The Company’s ten largest commercial and commercial real estate funded and unfunded loan relationships at December 31, 2022 aggregated to $468.9 million, of which $312.4 million was funded, compared to $312.0 million at December 31, 2021, of which $157.8 million was funded. The Company had 250 commercial and commercial real estate relationships in excess of $5 million totaling $3.2 billion, of which $2.4 billion was funded at December 31, 2022, compared to 174 relationships totaling $1.9 billion at December 31, 2021, of which $1.4 billion was funded.

Concentrations in total construction and land development loans and total CRE loans are maintained well below regulatory limits. Construction and land development and CRE loan concentrations as a percentage of subsidiary bank total risk based capital, were 45% and 230%, respectively, at December 31, 2022, compared to 21% and 177% as of December 31, 2021. Regulatory guidance suggests limits of 100% and 300%, respectively. On a consolidated basis, construction and land development and commercial real estate loans represent 41% and 210%, respectively, of total consolidated risk based capital. To determine these ratios, the Company defines CRE in accordance with the guidance on “Concentrations in Commercial Real Estate Lending” (the “Guidance”) issued by the federal bank regulatory agencies in 2006 (and reinforced in 2015), which defines CRE loans as exposures secured by land development and construction, including 1-4 family residential construction, multifamily property, and non-farm nonresidential property where the primary or a significant source of repayment is derived from rental income associated with the property (i.e. loans for which 50 percent or more of the source of repayment comes from third party, non-affiliated, rental income) or the proceeds of the sale, refinancing, or permanent financing of the property. Loans to real estate investment trusts (“REITs”) and unsecured loans to developers that closely correlate to the inherent risks in CRE markets would also be considered CRE loans under the Guidance. Loans on owner-occupied CRE are generally excluded. In addition, the Company is subject to a geographic concentration of credit because it primarily operates in Florida.

Nonperforming Loans, Troubled Debt Restructurings, Other Real Estate Owned, and Credit Quality

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Table 6 provides certain information concerning nonperforming assets for the years indicated.

Nonperforming assets (“NPAs”) at December 31, 2022 totaled $31.1 million, a decrease of $13.1 million, or 29.6%, compared to 2021, and were comprised of $28.8 million of nonaccrual loans and other real estate owned (“OREO”) of $2.3 million that includes $1.8 million of branches taken out of service. Compared to December 31, 2021, nonaccrual loans decreased by $1.8 million, or 6%, and non-branch OREO decreased $11.7 million. Approximately 57% of nonaccrual loans were secured with real estate at December 31, 2022. Nonaccrual loans have been written down by approximately $5.8 million, including reserves on individually evaluated loans.

Nonperforming loans to total loans outstanding at December 31, 2022 decreased to 0.35% from 0.52% at December 31, 2021. Nonperforming assets to total assets at December 31, 2022 decreased to 0.26% from 0.46% at December 31, 2021.

The Company’s asset mitigation staff handles all foreclosure actions together with outside legal counsel.

The Company pursues loan restructurings in selected cases where it expects to realize better values than may be expected through traditional collection activities. The Company has worked with retail mortgage customers, when possible, to achieve lower payment structures in an effort to avoid foreclosure. Troubled debt restructurings (“TDRs”) have been a part of the Company’s loss mitigation activities and can include rate reductions, payment extensions and principal deferrals. Company policy requires TDRs that are classified as nonaccrual loans after restructuring remain on nonaccrual until performance can be verified, which usually requires six months of performance under the restructured loan terms. Accruing TDRs totaled $4.0 million at December 31, 2022, compared to $3.9 million at December 31, 2021. Accruing TDRs are excluded from nonperforming asset ratios.

The table below sets forth details related to nonaccrual and accruing restructured loans.

December 31, 2022
Nonaccrual LoansAccruing Restructured
(In thousands)Non-CurrentCurrentTotalLoans
Construction & land development$53$562$615$
Commercial real estate mortgages - owner occupied2,5972,597380
Commercial real estate mortgages - non-owner occupied2,8921,2924,184
Residential real estate2,2136,8969,1093,204
Commercial and financial4,1897,42611,615320
Consumer18705723128
Total loans$9,365$19,478$28,843$4,032
December 31, 2021
Nonaccrual LoansAccruing Restructured
(In thousands)Non-CurrentCurrentTotalLoans
Construction & land development$$259$259$12
Commercial real estate mortgages - owner occupied2613,7053,966101
Commercial real estate mortgages - non-owner occupied3,2182,6875,905
Residential real estate mortgages5,1307,91513,0453,298
Commercial and financial2,9143,9556,869318
Consumer46508554188
Total loans$11,569$19,029$30,598$3,917

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At December 31, 2022 and December 31, 2021, total TDRs (performing and nonperforming) were comprised of the following loans by type of modification:

December 31, 2022December 31, 2021
(Dollars in thousands)NumberAmountNumberAmount
Maturity extended45$4,49856$5,385
Rate reduction17963252,769
Chapter 7 bankruptcies3126139
Not elsewhere classified639812378
Total loans71$5,98594$8,571

During the year ended December 31, 2022, nine loans totaling $0.9 million were modified to a TDR, compared to 12 loans totaling $0.8 million for the year ended December 31, 2021. Loan modifications are not reported in calendar years after modification if the loans were modified at an interest rate equal to the yields of new loan originations with comparable risk and the loans are performing based on the terms of the restructuring agreements. There were three defaults totaling $41 thousand on loans that had been modified in TDRs within the twelve months preceding December 31, 2022, and there was one default totaling $0.2 million on loans that had been modified in TDRs within the twelve months preceding December 31, 2021. A restructured loan is considered in default when it becomes 90 days or more past due under the modified terms, has been transferred to nonaccrual status, or has been transferred to OREO.

In accordance with regulatory reporting requirements, loans are placed on nonaccrual following the Retail Classification of Loan interagency guidance. The accrual of interest is generally discontinued on loans, except consumer loans, that become 90 days past due as to principal or interest unless collection of both principal and interest is assured by way of collateralization, guarantees or other security. Consumer loans that become 120 days past due are generally charged off. The loan carrying value is analyzed and any changes are appropriately made as described above quarterly.

Allowance for Credit Losses on Loans

Management establishes the allowance using relevant available information from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The forecasts of future economic conditions are over a period that has been deemed reasonable and supportable, and in segments where it can no longer develop reasonable and supportable forecasts, the Company reverts to longer-term historical loss experience to estimate losses over the remaining life of the loans. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments.

The provision for credit losses was $26.2 million for the year ended December 31, 2022, compared to a net benefit of $9.4 million for the year ended December 31, 2021. The 2022 provision includes $20.2 million in initial provisioning for loans acquired through bank acquisitions, along with increases reflecting organic loan growth and changes in economic forecast factors. The net benefit of $9.4 million in 2021 reflects the improvement in the economic outlook following the COVID-19 pandemic. Net charge-offs for 2022 were $0.8 million, or 0.01% of average loans, excluding PPP loans, compared to $3.0 million, or 0.06%, for 2021. Excluding PPP loans, the ratio of allowance to total loans decreased to 1.40% at December 31, 2022 from 1.43% at December 31, 2021.

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Activity in the allowance for credit losses is summarized as follows:

December 31, 2022
(In thousands)Beginning BalanceInitial Allowance on PCD Loans Acquired During the PeriodProvision for Loan LossesCharge- OffsRecoveriesTDR Allowance AdjustmentsEnding Balance
Construction and land development$2,751$518$3,127$$68$$6,464
Commercial real estate - owner occupied8,57938(2,566)6,051
Commercial real estate - non-owner occupied36,6178805,871(179)6943,258
Residential real estate12,81122916,284(84)393(28)29,605
Commercial and financial19,7441,699(5,367)(1,233)807(2)15,648
Consumer2,8131,9118,834(1,415)733(7)12,869
Paycheck Protection Program
Total$83,315$5,275$26,183$(2,911)$2,070$(37)$113,895
December 31, 2021
(In thousands)Beginning BalanceInitial Allowance on PCD Loans Acquired During the PeriodProvision for Loan LossesCharge- OffsRecoveriesTDR Allowance AdjustmentsEnding Balance
Construction and land development$4,920$$(2,300)$$133$(2)$2,751
Commercial real estate - owner-occupied9,868(1,289)8,579
Commercial real estate - non owner-occupied38,2661,327(1,664)(1,327)1536,617
Residential real estate17,500(5,822)(57)1,196(6)12,811
Commercial and financial18,6901,7192,292(3,987)1,03019,744
Consumer3,489(638)(727)697(8)2,813
Paycheck Protection Program
Totals$92,7333,046$(9,421)$(6,098)$3,071$(16)$83,315

Concentrations of credit risk, discussed under the caption “Loan Portfolio” of this discussion and analysis, can affect the level of the allowance and may involve loans to one borrower, an affiliated group of borrowers, borrowers engaged in or dependent upon the same industry, or a group of borrowers whose loans are predicated on the same type of collateral. At December 31, 2022, the Company's largest concentrations of credit risk were $4.1 billion in loans secured by commercial real estate and $1.8 billion in loans secured by residential real estate, representing 50% and 23% of total loans outstanding, respectively. In addition, the Company is subject to a geographic concentration of credit because it primarily operates in Florida.

LIBOR Transition

The Company’s LIBOR transition steering committee is responsible for overseeing the execution of the Company’s enterprise-wide LIBOR transition program, and for evaluating and mitigating risks associated with the transition from LIBOR. The LIBOR transition program includes a comprehensive review of the financial products, agreements, contracts, and business processes that may use LIBOR as a reference rate, and the development and execution of strategy to transition away from LIBOR, with appropriate consideration of the potential financial, customer, counterpart, regulatory and legal impacts. The Company continues to execute its LIBOR transition program, and to monitor regulatory and legislative activity to identify any necessary actions and facilitate the transition to alternative reference rates.

In 2021, the Company ceased issuance of new LIBOR loans, and as of December 31, 2022, has approximately $244 million in existing loans for which the repricing index is tied to LIBOR. The Company is actively working to address contracts without an alternative rate or sufficient fallback language in advance of cessation in June 2023; however, the Company expects to leverage the LIBOR Act for its intended purpose, to address LIBOR exposures when necessary. The Company's swap agreements and other derivatives are governed by the International Swap Dealers Association (“ISDA”). ISDA has developed fallback language

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for swap agreements and has established a protocol to allow counterparties to modify legacy trades to include the new fallback language. The Company also invests in securities and has issued subordinated debt tied to LIBOR. The Company continues to monitor regulatory and legislative activity with regard to these products to identify and execute necessary actions to facilitate the transition to alternative reference rates. At this time, alternative reference rates are predominantly SOFR based.

Cash and Cash Equivalents, Liquidity Risk Management and Contractual Commitments

Liquidity risk involves the risk of being unable to fund assets with the appropriate duration and rate-based liability, as well as the risk of not being able to meet unexpected cash needs. Liquidity planning and management are necessary to ensure the ability to fund operations cost effectively and to meet current and future potential obligations such as loan commitments and unexpected deposit outflows.

Funding sources include primarily customer-based deposits, collateral-backed borrowings, brokered deposits, cash flows from operations, cash flows from our loan and investment portfolios and asset sales, primarily secondary marketing for residential real estate mortgages and marine loans. Cash flows from operations are a significant component of liquidity risk management and the Company considers both deposit maturities and the scheduled cash flows from loan and investment maturities and payments when managing risk.

Deposits are a primary source of liquidity. The stability of this funding source is affected by numerous factors, including returns available to customers on alternative investments, the quality of customer service levels, perception of safety and competitive forces. The Company routinely uses debt securities and loans as collateral for secured borrowings. In the event of severe market disruptions, the Company has access to secured borrowings through the FHLB and the Federal Reserve Bank of Atlanta under its borrower-in-custody program.

The Company does not rely on and is not dependent on off-balance sheet financing or significant amounts of wholesale funding. Brokered deposits at December 31, 2022 totaled $58.6 million, compared to $8.0 million at December 31, 2021.

Cash and cash equivalents, including interest bearing deposits, totaled $201.9 million at December 31, 2022, compared to $737.7 million at December 31, 2021. Lower cash and cash equivalent balances at December 31, 2022 are primarily the result of loan growth, securities purchases, and deposit outflows.

Contractual maturities for assets and liabilities are reviewed to meet current and expected future liquidity requirements. Sources of liquidity, both anticipated and unanticipated, are maintained through a portfolio of high-quality marketable assets, such as residential mortgage loans, available-for-sale debt securities and interest-bearing deposits. The Company is also able to provide short-term financing of its activities by selling, under an agreement to repurchase, United States Treasury and government agency debt securities not pledged to secure public deposits or trust funds. At December 31, 2022, the Company had available unsecured lines of $175.0 million and lines of credit under current lendable collateral value, which are subject to change, of $2.4 billion. In addition, the Company had $2.0 billion of debt securities and $1.1 billion in residential and commercial real estate loans available as collateral. In comparison, at December 31, 2021, the Company had available unsecured lines of $165.0 million and lines of credit of $1.6 billion, and $1.9 billion of debt securities and $614.2 million in residential and commercial real estate loans available as collateral.

The Company has traditionally relied upon dividends from Seacoast Bank and securities offerings to provide funds to pay the Company’s expenses and to service the Company’s debt. During 2022, Seacoast Bank distributed $48.4 million to the Company and, at December 31, 2022, is eligible to distribute dividends to the Company of approximately $198.9 million without prior regulatory approval. Seacoast Bank distributed $47.7 million to the Company during 2021. At December 31, 2022, the Company had cash and cash equivalents at the parent of approximately $111.8 million compared to $98.5 million at December 31, 2021.

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The following table presents contractual obligations by remaining maturity. All deposits presented in the table with indeterminate maturities such as interest bearing and noninterest bearing demand deposits, savings accounts and money market accounts are presented as having a maturity of one year or less. The Company considers these low cost deposits to be its largest, most stable funding source, despite no contracted maturity.

December 31, 2022
One YearOver One Year ThroughOver Three Years ThroughOver Five
(In thousands)Totalor LessThree YearsFive YearsYears
Deposits$9,981,595$9,926,586$47,372$7,009$628
Securities sold under agreements to repurchase172,029172,029
FHLB borrowings1150,00075,00075,000
Subordinated debt84,53384,533
Operating leases260,1668,88016,68113,40021,205
Total$10,448,323$10,182,495$64,053$20,409$181,366
1Includes $75 million in a callable advance structure, which may be called at specified intervals with a maturity of up to 10 years.
2Of the $60.2 million, approximately $3 million is related to offices taken out of service (closed).

Deposits and Borrowings

The Company’s balance sheet continues to be primarily funded by core deposits.

Total deposits increased $1.9 billion, or 24%, to $10.0 billion at December 31, 2022 compared to December 31, 2021. The increase reflects the addition of new customers and the impact of the acquired banks, which added $2.3 billion in deposits during 2022, partially offset as the rising rate environment contributed to deposit outflows in the second half of 2022. As a result of increasing interest rates and the Federal Reserve's monetary policy actions, we expect the competition for deposits to accelerate in the coming periods.

Since December 31, 2021, interest bearing deposits, which includes interest bearing demand, savings and money markets deposits, increased $950.8 million, or 21%, to $5.4 billion at December 31, 2022. Noninterest bearing demand deposits increased $995.4 million, or 32%, to $4.1 billion, and CDs decreased $32.3 million, or 6%, to $522.7 million. Noninterest demand deposits represented 41% of deposits at December 31, 2022 and 38% at December 31, 2021. Transaction account balances (noninterest demand and interest-bearing demand) increased to 64% of total deposits at December 31, 2022 compared to 62% at December 31, 2021.

Time deposits over $250,000 were $149.5 million and $150.3 million at December 31, 2022 and December 31, 2021, respectively. The following table details the maturities of time deposits of $250,000 and greater at December 31, 2022 and December 31, 2021:

December 31,% ofDecember 31,% of
(In thousands, except percentages)2022Total2021Total
Certificates of Deposit of $250,000 and Greater
Maturity Group:
Three months or less$28,08319%$57,29938%
Over three through six months40,5112756,20638
Over six through 12 months68,8264620,02713
Over 12 months12,059816,81011
Total Certificates of Deposit of $250,000 and Greater$149,479100%$150,342100%

Total uninsured deposits were estimated to be $3.5 billion at December 31, 2022.

Customer repurchase agreements totaled $172.0 million at December 31, 2022, increasing $50.5 million, or 42%, from December 31, 2021. Repurchase agreements are offered by Seacoast to select customers who wish to sweep excess balances on a daily basis for investment purposes. The increase reflects higher overall balances held by existing customers in 2022. Public funds comprise a significant amount of the outstanding balance.

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The Company participates in programs with third party deposit networks as part of its liquidity management strategy. Through these programs, the Company can offer its customers access to FDIC insurance on large balances, and the Company can retain or sell, on an overnight basis, the underlying deposits. At December 31, 2022, the Company had sold no deposits under these programs, compared to $228 million sold on an overnight basis at December 31, 2021, which were not included in the Consolidated Balance Sheet at that date.

No unsecured federal funds purchased were outstanding at December 31, 2022 or December 31, 2021.

At December 31, 2022 and 2021, borrowings included $71.9 million and $71.6 million, respectively, related to trust preferred securities issued by trusts organized or acquired by the Company. Under Basel III and Federal Reserve rules, qualified trust preferred securities and other restricted capital elements can be included as Tier 1 capital, within limitations. The Company believes that its trust preferred securities qualify under these capital rules. At December 31, 2022, the weighted average rate in effect on our outstanding subordinated debt related to trust preferred securities was 6.46%, compared to 1.91% at December 31, 2021. The acquired junior subordinated debentures (in accordance with ASC Topic 805 Business Combinations) were recorded at fair value, which collectively was $3.3 million lower than face value at December 31, 2022. This amount is being amortized into interest expense over the acquired subordinated debts' remaining term to maturity. All trust preferred securities are guaranteed by the Company on a junior subordinated basis.

On October 7, 2022 the Company acquired $12.3 million in subordinated debt through the acquisition of Apollo Bancshares, Inc. Contractual interest is paid on a semiannual basis at a fixed rate of 5.50% until April 30, 2025, at which point the rate converts to a floating rate of 3-month SOFR plus 533 basis points. The debt was recorded at fair value, resulting in a $0.4 million premium that is being amortized into interest expense over the remaining term to maturity.

Outstanding FHLB advances totaled $150.0 million at December 31, 2022, of which $75.0 million mature within 30 days with a weighted average rate of 4.28%. The remaining $75.0 million is a callable advance structure with a fixed rate of 2.57% that could be called in the future at specified intervals throughout the life of the advance with a maturity of up to 10 years. There were no borrowings from the FHLB outstanding at December 31, 2021.

See “Note 9 - Borrowings” to the Company's consolidated financial statements for more detailed information pertaining to borrowings.

Off-Balance Sheet Transactions

In the normal course of business, the Company may engage in a variety of financial transactions that, under generally accepted accounting principles, either are not recorded on the balance sheet or are recorded on the balance sheet in amounts that differ from the full contract or notional amounts. These transactions involve varying elements of market, credit and liquidity risk.

Lending commitments include unfunded loan commitments and standby and commercial letters of credit. For loan commitments, the contractual amount of a commitment represents the maximum potential credit risk that could result if the entire commitment had been funded, the borrower had not performed according to the terms of the contract, and no collateral had been provided. A large majority of loan commitments and standby letters of credit expire without being funded, and accordingly, total contractual amounts are not representative of our actual future credit exposure or liquidity requirements. Loan commitments and letters of credit expose the Company to credit risk in the event that the customer draws on the commitment and subsequently fails to perform under the terms of the lending agreement.

For commercial customers, loan commitments generally take the form of revolving credit arrangements. For retail customers, loan commitments are generally lines of credit secured by residential property. These instruments are not recorded on the balance sheet until funds are advanced under the commitment. Unfunded commitments to extend credit were $2.8 billion at December 31, 2022, and $2.0 billion at December 31, 2021 (see “Note 15 - Contingent Liabilities and Commitments with Off-Balance Sheet Risk” to the Company’s consolidated financial statements).

In the normal course of business, the Company and Seacoast Bank enter into agreements, or are subject to regulatory agreements that result in cash, debt and dividend restrictions. A summary of the most restrictive items follows:

Seacoast Bank may be required to maintain reserve balances with the Federal Reserve Bank. There was no reserve requirement at December 31, 2022 or December 31, 2021.

Under Federal Reserve regulation, Seacoast Bank is limited as to the amount it may loan to its affiliates, including the Company, unless such loans are collateralized by specified obligations. At December 31, 2022, the maximum amount available for transfer from Seacoast Bank to the Company in the form of loans approximated $141.1 million, if the Company has sufficient acceptable collateral. There were no loans made to affiliates during the periods ending December 31, 2022 and 2021.

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Capital Resources and Management

Table 1 summarizes the Company’s capital position and selected ratios.

The Company's equity capital at December 31, 2022 increased $297.0 million, or 23%, from December 31, 2021, to $1.6 billion. Changes in equity included increases from net income and the issuance of equity in conjunction with the acquisitions, partially offset by the issuance of common stock dividends and a decrease in accumulated other comprehensive income due to declines in the value of available-for-sale securities associated with the increasing interest rate environment.

The ratio of shareholders’ equity to period end total assets was 13.24% and 13.54% at December 31, 2022 and December 31, 2021, respectively. The ratio of tangible shareholders’ equity to tangible assets was 9.08% and 11.09% at December 31, 2022 and December 31, 2021, respectively.

Activity in shareholders’ equity for the year ended December 31, 2022 and December 31, 2021 follows:

For the Year Ended December 31,
(In thousands)20222021
Beginning balance at January 1, 2022 and 2021$1,310,736$1,130,402
Net income106,507124,403
Issuance of common stock and conversion of options, pursuant to acquisitions398,24992,094
Stock compensation (net of Treasury shares acquired)14,56413,707
Dividends on common stock(41,242)(22,506)
Change in other comprehensive income(181,039)(27,364)
Ending balance at December 31, 2022 and 2021$1,607,775$1,310,736

Capital ratios are well above regulatory requirements for well-capitalized institutions. Management’s use of risk-based capital ratios in its analysis of the Company’s capital adequacy are not GAAP financial measures. Seacoast’s management uses these measures to assess the quality of capital and believes that investors may find it useful in their analysis of the Company. The capital measures are not necessarily comparable to similar capital measures that may be presented by other companies and Seacoast does not nor should investors consider such non-GAAP financial measures in isolation from, or as a substitute for GAAP financial information (see “Table 1 - Capital Resources” and “Note 13 - Shareholders’ Equity”).

Seacoast (Consolidated)Seacoast BankMinimum to beWell-Capitalized1
Total Risk-Based Capital Ratio15.79%14.47%10.00%
Tier 1 Capital Ratio14.7913.468.00
Common Equity Tier 1 Ratio (CET1)13.8713.466.50
Leverage Ratio11.4610.445.00
1For subsidiary bank only.

The Company’s total risk-based capital ratio was 15.79% at December 31, 2022, a decrease from 18.21% at December 31, 2021. As of December 31, 2022, the Bank’s leverage ratio (Tier 1 capital to adjusted total assets) was 10.44%, compared to 10.65% at December 31, 2021, well above the minimum to be well capitalized under regulatory guidelines.

The Company and Seacoast Bank are subject to various general regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The appropriate federal bank regulatory authority may prohibit the payment of dividends where it has determined that the payment of dividends would be an unsafe or unsound practice. The Company is a legal entity separate and distinct from Seacoast Bank and its other subsidiaries, and the Company’s primary source of cash and liquidity, other than securities offerings and borrowings, is dividends from its bank subsidiary. Without Office of the Comptroller of the Currency (“OCC”) approval, Seacoast Bank can pay up to $198.9 million of dividends to the Company (see “Part I. Item 1. Business”).

The OCC and the Federal Reserve have policies that encourage banks and bank holding companies to pay dividends from current earnings, and have the general authority to limit the dividends paid by national banks and bank holding companies, respectively, if such payment may be deemed to constitute an unsafe or unsound practice. If, in the particular circumstances, either of these federal regulators determined that the payment of dividends would constitute an unsafe or unsound banking practice, either the OCC or the Federal Reserve may, among other things, issue a cease and desist order prohibiting the payment

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of dividends by Seacoast Bank or the Company, respectively. Under a recently adopted Federal Reserve policy, the board of directors of a bank holding company must consider different factors to ensure that its dividend level is prudent relative to the organization’s financial position and is not based on overly optimistic earnings scenarios such as any potential events that may occur before the payment date that could affect its ability to pay, while still maintaining a strong financial position. As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company, such as Seacoast, should consult with the Federal Reserve and eliminate, defer, or significantly reduce the bank holding company’s dividends if: (i) 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; (ii) its prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; or (iii) it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.

The Company has seven wholly owned trust subsidiaries that issued trust preferred securities, all of which are guaranteed by the Company on a junior subordinated basis. The Federal Reserve’s rules permit qualified trust preferred securities and other restricted capital elements to be included under Basel III capital guidelines, with limitations, and net of goodwill and intangibles. The Company believes that its trust preferred securities qualify under these revised regulatory capital rules and believes that it will be able to treat all its trust preferred securities as Tier 1 capital. For regulatory purposes, the trust preferred securities are added to the Company’s tangible common shareholders’ equity to calculate Tier 1 capital.

Critical Accounting Policies and Estimates

The Company’s consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles, (“GAAP”), including prevailing practices within the financial services industry. The preparation of consolidated financial statements requires management to make judgments in the application of certain of its accounting policies that involve significant estimates and assumptions. The Company has established policies and control procedures that are intended to ensure valuation methods are well controlled and applied consistently from period to period. These estimates and assumptions, which may materially affect the reported amounts of certain assets, liabilities, revenues and expenses, are based on information available as of the date of the financial statements, and changes in this information over time and the use of revised estimates and assumptions could materially affect amounts reported in subsequent financial statements. Management, after consultation with the Company’s Audit Committee, believes the most critical accounting estimates and assumptions that involve the most difficult, subjective and complex assessments are:

•the allowance and the provision for credit losses;

•acquisition accounting and purchased loans;

•intangible assets and impairment testing;

•other fair value measurements;

•impairment of debt securities, and;

•contingent liabilities.

The following is a discussion of the critical accounting policies intended to facilitate a reader’s understanding of the judgments, estimates and assumptions underlying these accounting policies and the possible or likely events or uncertainties known to the Company that could have a material effect on reported financial information. For more information regarding management’s judgments relating to significant accounting policies and recent accounting pronouncements, see “Note 1 – Significant Accounting Policies” to the Company’s consolidated financial statements.

Allowance for Credit Losses – Critical Accounting Policies and Estimates

The Allowance for Credit Losses (ACL) represents management’s best estimate of expected future credit losses related to the loan portfolio at the balance sheet date. The estimate of the ACL requires significant judgment and is based on a variety of factors.

Management establishes the allowance using relevant available information from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Forecast data is sourced from Moody’s Analytics (“Moody’s”), a firm widely recognized for its research, analysis, and economic forecasts. The forecast may utilize one scenario or a composite of scenarios based on management's judgment and expectations around the current and future macroeconomic outlook. The forecasts of future economic conditions are over a period that has been deemed reasonable and supportable, and in

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segments where it can no longer develop reasonable and supportable forecasts, the Company reverts to longer-term historical loss experience to estimate losses over the remaining life of the loans. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments.

One of the most significant judgments in estimating the Allowance for credit losses, relates to the macroeconomic forecasts. As of December 31, 2022, the Company utilized a blend of Moody’s most recent “U.S. Macroeconomic Outlook Baseline” and “Alternative Scenario 3 - Downside - 90th Percentile” scenarios. The weighting applied in the December 31, 2022 analysis reflects a deterioration in the economic outlook as compared to the December 31, 2021 analysis and considers the continued actions taken by the Federal Reserve with regard to monetary policy and interest rates and the potential impact of those actions, the ongoing Russia-Ukraine conflict and the magnitude of the resulting market disruption, the potential impact of persistent high inflation on economic growth and expectations around a recession occurring over the next 12 to 24 months. The forecasted credit losses incorporate numerous macroeconomic variables, although specific variables have a greater impact on the outcome than others. Specifically, changes in expectations indicated by the Commercial Real Estate Price Index have the most significant impact on the estimate of expected losses for commercial real estate non-owner-occupied loans and construction and land development loans, the housing price index is the economic forecast variable most significantly impacting the estimate of expected losses for residential loans, and the unemployment rate is a significant contributor to commercial and consumer loans. Changes in the assumptions and forecasts of economic conditions could significantly affect the estimate for the Company’s estimate of expected credit losses at the balance sheet date or lead to significant changes in the estimate from one reporting period to the next.

In the implementation of CECL at January 1, 2020 and through June 30, 2022, the Company utilized a top-down allowance model based on an analysis of the probability of default (“PD”) and loss given default (“LGD”) to determine an expected loss by loan segment. During the third quarter of 2022, the Company transitioned to a tool that calculates the quantitative portion of expected credit losses at the individual loan level using a discounted cash flow methodology for its commercial loans and using a loss rate methodology for its consumer loans. The new tool utilized produces more granular results of expected loan loss, incorporates more extensive historical loss data, and allows for a more efficient process. This change did not result in a material impact to the Company’s financial statements.

Qualitative adjustments may be made to modeled reserves based on an assessment of internal and external influences on credit quality not fully reflected in the quantitative components of the allowance model. These influences may include elements such as changes in concentration, macroeconomic conditions, recent observable asset quality trends, staff turnover, regional market conditions, employment levels, model risk, and loan growth.

For additional information regarding the Company's methodology for calculating the Allowance for Credit Losses, see Note 1 – Significant Accounting Policies and Note 5 – Allowance for Credit Losses in the Notes to the Consolidated Financial Statements.

Acquisition Accounting and Purchased Loans – Critical Accounting Policies and Estimates

The Company accounts for acquisitions under ASC Topic 805, Business Combinations, which requires the use of the acquisition method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. All loans acquired are recorded at fair value in accordance with the fair value methodology prescribed in ASC Topic 820, Fair Value Measurement. The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of expected principal, interest and other cash flows. Loans are identified as purchased credit deteriorated (“PCD”) when they have experienced more-than-insignificant deterioration in credit quality since origination. An allowance for expected credit losses on PCD loans is recorded at the date of acquisition through an adjustment to the loans’ amortized cost basis. In contrast, expected credit losses on loans not considered PCD are recognized through the provision for credit losses at the date of acquisition.

Fair value estimates for acquired assets and assumed liabilities are based on the information available, and are subject to change for up to one year after the closing date of the acquisition as additional information relative to closing date fair values becomes available.

Intangible Assets and Impairment Testing – Critical Accounting Policies and Estimates

Intangible assets consist of goodwill, core deposit intangible, customer relationship intangibles, and loan servicing rights. Goodwill represents the excess purchase price over the fair value of net assets acquired in business acquisitions. The core deposit intangible represents the excess intangible value of acquired deposit customer relationships. Core deposit intangibles are amortized using an amortization method that reflects the expected value over time, and are evaluated for indications of potential

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impairment at least annually. Goodwill is not amortized but rather is evaluated for impairment on at least an annual basis. We performed an annual impairment test of goodwill in the fourth quarter of 2022 and concluded that no impairment existed.

Fair value estimates for acquired assets and assumed liabilities are based on the information available, and are subject to change for up to one year after the closing date of the acquisition as additional information relative to closing date fair values becomes available.

Other Fair Value Measurements – Critical Accounting Policies and Estimates

The fair value of collateral-dependent loans, OREO and repossessed assets is typically based on current appraisals, which are reviewed quarterly to determine if fair value adjustments are necessary based on known changes in the market and/or the projected assumptions. When necessary, the appraised value may be adjusted based on more recent appraisal assumptions received by the Company on other similar properties, the tax assessed market value, comparative sales and/or an internal valuation. Collateral-dependent loans are loans where repayment is solely dependent on the liquidation of the collateral or operation of the collateral for repayment.

The Company also holds 11,330 shares of Visa Class B stock which, following resolution of Visa’s litigation, will be converted to Visa Class A shares. Under the current conversion rate that became effective December 29, 2022, the Company expects to receive 1.5991 shares of Class A stock for each share of Class B stock, for a total of 18,117 shares of Visa Class A stock. The Company's ownership is related to prior ownership in Visa’s network while Visa operated as a cooperative. This ownership is recorded on the Company's financial records at a zero basis.

Impairment of Debt Securities – Critical Accounting Policies and Estimates

On January 1, 2020, the Company adopted ASC Topic 326 – Financial Instruments – Credit Losses, which requires expected credit losses on both held-to-maturity (“HTM”) and available-for-sale (“AFS”) securities to be recognized through a valuation allowance instead of as a direct write-down to the amortized cost basis of the security. For HTM securities, the guidance requires management to estimate expected credit losses over the remaining expected life and recognize this estimate as an allowance for credit losses. An AFS security is considered impaired if the fair value is less than amortized cost basis. For AFS securities, if any portion of the decline in fair value is related to credit, the amount of allowance is determined as the portion related to credit, limited to the difference between the amortized cost basis and the fair value of the security. If the fair value of the security increases in subsequent periods, or changes in factors used within the credit loss assessment result in a change in the estimated credit loss, the Company would reflect the change by decreasing the allowance. If the Company has the intent to sell or believes it is more likely than not that it will be required to sell an impaired AFS security before recovery of the amortized cost basis, the credit loss is recorded as a direct write-down of the amortized cost basis. Declines in the fair value of AFS securities that are not considered credit related are recognized in Accumulated Other Comprehensive Income on the Company’s Consolidated Balance Sheet.

Seacoast analyzes AFS debt securities quarterly for credit losses. The analysis is performed on an individual security basis for all securities where fair value has declined below amortized cost. Fair value is based upon pricing obtained from third party pricing services. Based on internal review procedures and the fair values provided by the pricing services, the Company believes that the fair values provided by the pricing services are consistent with the principles of ASC Topic 820, Fair Value Measurement. On occasion, pricing provided by the pricing services may not be consistent with other observed prices in the market for similar securities. Using observable market factors, including interest rate and yield curves, volatilities, prepayment speeds, loss severities and default rates, the Company may at times validate the observed prices using a discounted cash flow model and using the observed prices for similar securities to determine the fair value of its securities.

The Company utilizes both quantitative and qualitative assessments to determine if a security has a credit loss. Quantitative assessments are based on a discounted cash flow method. Qualitative assessments consider a range of factors including: percent decline in fair value, rating downgrades, subordination, duration, amortized loan-to-value, and the ability of the issuers to pay all amounts due in accordance with the contractual terms.

Contingent Liabilities – Critical Accounting Policies and Estimates

Seacoast is subject to contingent liabilities, including judicial, regulatory and arbitration proceedings, and tax and other claims arising from the conduct of the Company's business activities. These proceedings include actions brought against the Company and/or its subsidiaries with respect to transactions in which the Company and/or its subsidiaries acted as a lender, a financial adviser, a broker or acted in a related activity. Accruals are established for legal and other claims when it becomes probable that the Company will incur an expense and the amount can be reasonably estimated. Company management, together with attorneys, consultants and other professionals, assesses the probability and estimated amounts involved in a contingency.

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Throughout the life of a contingency, the Company or its advisers may learn of additional information that can affect the assessments about probability or about the estimates of amounts involved. Changes in these assessments can lead to changes in recorded reserves. In addition, the actual costs of resolving these claims may be substantially higher or lower than the amounts reserved for the claims. At December 31, 2022 and 2021, the Company had no significant accruals for contingent liabilities and had no known pending matters that could potentially be significant.

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