XML 46 R27.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Business Combinations
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Business Combinations Business Combinations
Acquisition of GulfShore Bancshares, Inc.
On April 7, 2017, the Company completed its acquisition of GulfShore Bancshares, Inc. ("GulfShore"), the parent company of GulfShore Bank. Simultaneously, upon completion of the merger, GulfShore’s wholly owned subsidiary bank, GulfShore Bank, was merged with and into Seacoast Bank. GulfShore, headquartered in Tampa, Florida, operated 3 branches in Tampa and St. Petersburg. This acquisition added $357.6 million in total assets, $250.9 million in loans and $285.4 million in deposits to Seacoast.
As a result of this acquisition the Company enhanced its presence in the Tampa, Florida market, expanded its customer base and leveraged operating cost through economies of scale, and positively affected 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 GulfShore. Under the terms of the definitive agreement, GulfShore shareholders received, for each share of GulfShore common stock, the combination of $1.47 in cash and 0.4807 shares of Seacoast common stock (based on Seacoast’s closing price of $23.94 per share on April 7, 2017).
(In thousands, except per share data)
April 7, 2017
Shares exchanged for cash
$
8,034

Number of GulfShore Bancshares, Inc. common shares outstanding
5,464

Per share exchange ratio
0.4807

Number of shares of common stock issued
2,627

Multiplied by common stock price per share on April 7, 2017
$
23.94

Value of common stock issued
62,883

Total purchase price
$
70,917


The acquisition was accounted for under the acquisition method in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $37.1 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.
(In thousands)
 
April 7, 2017
Assets:
 
 

Cash
 
$
38,267

Time deposits with other banks
 
17,273

Investment securities
 
316

Loans, net
 
250,876

Fixed assets
 
1,307

Other real estate owned
 
13

Core deposit intangibles
 
3,927

Goodwill
 
37,098

Other assets
 
8,572

  Total assets
 
$
357,649

 
 
 
Liabilities:
 
 
Deposits
 
$
285,350

Other liabilities
 
1,382

  Total liabilities
 
$
286,732


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.
 
 
April 7, 2017
(In thousands)
 
Book Balance
 
Fair Value
Loans:
 
 

 
 

Single family residential real estate
 
$
101,281

 
$
99,598

Commercial real estate
 
106,729

 
103,905

Construction/development/land
 
13,175

 
11,653

Commercial loans
 
32,137

 
32,247

Consumer and other loans
 
3,554

 
3,473

Purchased credit-impaired
 

 

Total acquired loans
 
$
256,876

 
$
250,876


No loans acquired were specifically identified with credit deficiency factor(s), pursuant to ASC Topic 310-30. 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.”
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.
Acquisition of NorthStar Banking Corporation
On October 20, 2017, the Company completed its acquisition of NorthStar Banking Corporation (“NorthStar”). Simultaneously, upon completion of the merger of NorthStar with and into the Company, NorthStar’s wholly owned subsidiary bank, NorthStar Bank, was merged with and into Seacoast Bank. NorthStar, headquartered in Tampa, Florida, operated three branches in Tampa, of which all have been retained as Seacoast locations. This acquisition added $216.3 million in total assets, $136.8 million in loans and $182.4 million in deposits to Seacoast.
As a result of this acquisition the Company enhanced its presence in the Tampa, Florida market, expanded its customer base and leveraged operating cost through economies of scale, and positively affected 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 NorthStar. Under the terms of the definitive agreement, NorthStar shareholders received, for each share of NorthStar common stock, the combination of $2.40 in cash and 0.5605 shares of Seacoast common stock (based on Seacoast’s closing price of $24.92 per share on October 20, 2017).
(In thousands, except per share data)
October 20, 2017
Shares exchanged for cash
$
4,701

Number of NorthStar Banking Corporation common shares outstanding
1,958

Per share exchange ratio
0.5605

Number of shares of common stock issued
1,098

Multiplied by common stock price per share on October 20, 2017
$
24.92

Value of common stock issued
27,353

Cash paid for NorthStar Banking Corporation vested stock options
801

Total purchase price
$
32,855


The acquisition was accounted for under the acquisition method in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $12.3 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 20, 2017
 
Measurement Period Adjustments
 
As Adjusted October 20, 2017
Assets:
 

 
 
 
 
Cash
$
5,485

 
$

 
$
5,485

Investment securities
56,123

 

 
56,123

Loans, net
136,832

 

 
136,832

Fixed assets
2,637

 

 
2,637

Core deposit intangibles
1,275

 

 
1,275

Goodwill
12,404

 
(99
)
 
12,305

Other assets
1,522

 
99

 
1,621

Total assets
$
216,278

 
$

 
$
216,278

 
 
 
 
 
 
Liabilities:
 
 
 
 
 
Deposits
$
182,443

 
$

 
$
182,443

Other liabilities
980

 

 
980

Total liabilities
$
183,423

 
$

 
$
183,423


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 20, 2017
(In thousands)
 
Book Balance
 
Fair Value
Loans:
 
 

 
 

Single family residential real estate
 
$
15,111

 
$
15,096

Commercial real estate
 
73,139

 
69,554

Construction/development/land
 
11,706

 
10,390

Commercial loans
 
31,200

 
30,854

Consumer and other loans
 
6,761

 
6,645

Purchased credit-impaired
 
5,527

 
4,293

Total acquired loans
 
$
143,444

 
$
136,832


For the loans acquired we first segregated all acquired loans with specifically identified credit deficiency factor(s). 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 20, 2017 for purchased credit-impaired loans. Contractually required principal and interest payments have been adjusted for estimated prepayments.
(In thousands)
October 20, 2017
Contractually required principal and interest
$
5,596

Non-accretable difference
(689
)
Cash flows expected to be collected
4,907

Accretable yield
(614
)
Total purchased credit-impaired loans acquired
$
4,293


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.
Acquisition of Palm Beach Community Bank
On November 3, 2017, the Company completed its acquisition of Palm Beach Community Bank (“PBCB”). PBCB was merged with and into Seacoast Bank. This acquisition added $357.0 million in total assets, $270.3 million in loans and $268.6 million in deposits to Seacoast. PBCB, headquartered in West Palm Beach, Florida, operated four branches in West Palm Beach.
As a result of this acquisition the Company enhanced its presence in the Palm Beach, Florida market, expanded its customer base and leveraged operating cost through economies of scale, and positively affected 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 PBCB. Under the terms of the definitive agreement, PBCB shareholders received, for each share of PBCB common stock, the combination of $6.26 in cash and 0.9240 shares of Seacoast common stock (based on Seacoast’s closing price of $24.31 per share on November 3, 2017).
(In thousands, except per share data)
November 3, 2017
Shares exchanged for cash
$
15,694

Number of Palm Beach Community Bank common shares outstanding
2,507

Per share exchange ratio
0.9240

Number of shares of common stock issued
2,316

Multiplied by common stock price per share on November 3, 2017
$
24.31

Value of common stock issued
56,312

Total purchase price
$
72,006


The acquisition was accounted for under the acquisition method in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $34.5 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 November 3, 2017
 
Measurement Period Adjustments
 
As Adjusted November 3, 2017
Assets:
 

 
 
 
 
Cash
$
9,301

 
$

 
$
9,301

Investment securities
22,098

 

 
22,098

Loans, net
272,090

 
(1,772
)
 
270,318

Fixed assets
7,641

 

 
7,641

Core deposit intangibles
2,523

 

 
2,523

Goodwill
33,428

 
1,076

 
34,504

Other assets
9,909

 
696

 
10,605

Total assets
$
356,990

 
$

 
$
356,990

 
 
 
 
 
 
Liabilities:
 
 
 
 
 
Deposits
$
268,633

 
$

 
$
268,633

Other liabilities
16,351

 

 
16,351

Total liabilities
$
284,984

 
$

 
$
284,984

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.
 
 
November 3, 2017
(In thousands)
 
Book Balance
 
Fair Value
Loans:
 
 

 
 

Single family residential real estate
 
$
30,153

 
$
30,990

Commercial real estate
 
134,705

 
132,089

Construction/development/land
 
69,686

 
67,425

Commercial loans
 
36,076

 
35,876

Consumer and other loans
 
179

 
172

Purchased credit-impaired
 
4,768

 
3,766

Total acquired loans
 
$
275,567

 
$
270,318

 
For the loans acquired we first segregated all acquired loans with specifically identified credit deficiency factor(s). 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 November 3, 2017 for purchased credit-impaired loans. Contractually required principal and interest payments have been adjusted for estimated prepayments.
(In thousands)
November 3, 2017
Contractually required principal and interest
$
4,768

Non-accretable difference
(1,002
)
Cash flows expected to be collected
3,766

Accretable yield

Total purchased credit-impaired loans acquired
$
3,766


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.
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 enhanced its presence in the Orlando, Daytona and Fort Lauderdale, Florida markets, expanded its customer base and leverage operating cost through economies of scale, and positively affected 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
Number of First Green common shares outstanding
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

 
(676
)
 
9,494

Goodwill
 
56,198

 
533

 
56,731

Other assets
 
40,669

 
178

 
40,847

Total assets
 
$
817,351

 
$
35

 
$
817,386

 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
Deposits
 
$
624,289

 
$

 
$
624,289

Other liabilities
 
79,018

 
35

 
79,053

   Total liabilities
 
$
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 factor(s). 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 purchased credit-impaired 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.
Acquisition Costs
Acquisition costs included in the Company’s income statement for the years ended December 31, 2019, 2018 and 2017 are $1.0 million, $9.7 million, and $12.9 million, respectively.
Pro-Forma Information
Pro-forma data as of 2018 and 2017 present information as if the acquisitions of GulfShore, NorthStar, PBCB, and First Green occurred at the beginning of 2017:
    
 
Twelve Months Ended December 31,
(In thousands, except per share data)
 
2018
 
2017
Net interest income
 
$
238,498

 
$
223,508

Net income available to common shareholders
 
82,307

 
62,188

EPS - basic
 
$
1.61

 
$
1.24

EPS - diluted
 
$
1.58

 
$
1.22