Business Combinations

9 Months Ended

Sep. 30, 2019

Acquisition of First Green Bancorp, Inc.

On October 19, 2018, the Company completed its acquisition of First Green Bancorp, Inc (“First Green”). Simultaneously, upon completion of the merger of First Green and the Company, First Green's wholly owned subsidiary bank, First Green Bank, was merged with and into Seacoast Bank. Prior to the acquisition, First Green operated seven branches in the Orlando, Daytona, and Fort Lauderdale markets.

As a result of this acquisition, the Company expects to enhance its presence in the Orlando, Daytona, and Fort Lauderdale markets, expand its customer base and leverage operating cost through economies of scale, and positively affect the Company’s operating results to the extent the Company earns more from interest earning assets than it pays in interest on its interest bearing liabilities.

The Company acquired 100% of the outstanding common stock of First Green. Under the terms of the definitive agreement, each share of First Green common stock was converted into the right to receive 0.7324 shares of Seacoast common stock.



(In thousands, except per share data)	October 19, 2018
Shares exchanged for cash	$	5,462
Per share exchange ratio	0.7324
Number of shares of common stock issued	4,000
Multiplied by common stock price per share on October 19, 2018	$	26.87
Value of common stock issued	107,486
Cash paid for First Green vested stock options	6,558
Total purchase price	$	114,044

The acquisition of First Green was accounted for under the acquisition method in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $56.7 million for this acquisition that is nondeductible for tax purposes. Determining fair values of assets and liabilities, especially the loan portfolio, core deposit intangibles, and deferred taxes, is a complicated process involving significant judgment regarding methods and assumptions used to calculate estimated fair values. The adjustments reflected in the table below are the result of information obtained subsequent to the initial measurement.



(In thousands)	Initially Measured October 19, 2018		Measurement Period Adjustments			As Adjusted October 19, 2018
Assets:
Cash	$	29,434	$	—		$	29,434
Investment securities	32,145		—			32,145
Loans, net	631,497		—			631,497
Fixed assets	16,828		—			16,828
Other real estate owned	410		—			410
Core deposit intangibles	10,170		(678		)	9,492
Goodwill	56,198		532			56,730
Other assets	40,669		181			40,850
Totals	$	817,351	$	35		$	817,386
Liabilities:
Deposits	$	624,289	$	—		$	624,289
Other liabilities	79,018		35			79,053
Totals	$	703,307	$	35		$	703,342

The table below presents information with respect to the fair value of acquired loans, as well as their unpaid principal balance (“Book Balance”) at acquisition date.



	October 19, 2018
(In thousands)	Book Balance		Fair Value
Loans:
Single family residential real estate	$	101,674	$	101,119
Commercial real estate	437,767		406,613
Construction/development/land	61,195		58,385
Commercial loans	56,288		54,973
Consumer and other loans	9,156		8,942
Purchased Credit Impaired	2,136		1,465
Total acquired loans	$	668,216	$	631,497

For the loans acquired we first segregated all acquired loans with specifically identified credit deficiency factors. The factors we considered to identify loans as PCI loans were all acquired loans that were nonaccrual, 60 days or more past due, designated as TDR, graded “special mention” or “substandard.” These loans were then evaluated to determine estimated fair values as of the acquisition date. As required by generally accepted accounting principles, we are accounting for these loans pursuant to ASC Topic 310-30. The table below summarizes the total contractually required principal and interest cash payments, management’s estimate of expected total cash payments and fair value of the loans as of October 19, 2018 for PCI loans. Contractually required principal and interest payments have been adjusted for estimated prepayments.



(In thousands)	October 19, 2018
Contractually required principal and interest	$	2,136
Non-accretable difference	(671		)
Cash flows expected to be collected	1,465
Accretable yield	—
Total purchased credit-impaired loans acquired	$	1,465

Loans without specifically identified credit deficiency factors are referred to as PULs for disclosure purposes. These loans were then evaluated to determine estimated fair values as of the acquisition date. Although no specific credit deficiencies were identifiable, we believe there is an element of risk as to whether all contractual cash flows will be eventually received. Factors that were considered included the economic environment both nationally and locally as well as the real estate market particularly in Florida. We have applied ASC Topic 310-20 accounting treatment to the PULs.

The Company believes the deposits assumed from the acquisition have an intangible value. In determining the valuation amount, deposits were analyzed based on factors such as type of deposit, deposit retention, interest rates and age of deposit relationships.

Pro-Forma Information

Pro-forma data for the three and nine months ended September 30, 2018 presents information as if the acquisition of First Green occurred at the beginning of 2018, as follows:



(In thousands, except per share amounts)	Three Months Ended September 30, 2018		Nine Months Ended September 30, 2018
Net interest income	$	59,670	$	174,416
Net income	21,070		64,440
EPS - basic	$	0.41	$	1.26
EPS - diluted	0.40		1.24