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Business Combinations
12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Business Combinations Business Combinations
Acquisition of Fourth Street Banking Company
On August 21, 2020, the Company completed its acquisition of Fourth Street Banking Company (“Fourth Street”). Simultaneously, upon completion of the merger of Fourth Street and the Company, Fourth Street's wholly owned subsidiary bank, Freedom Bank, was merged with and into Seacoast Bank. Prior to the acquisition, Freedom Bank operated two branches in St. Petersburg, Florida.
As a result of this acquisition, the Company expects to enhance its presence in St. Petersburg, expand its customer base and leverage operating cost through economies of scale, and positively affect the Company’s operating results.
The Company acquired 100% of the outstanding common stock of Fourth Street. Under the terms of the definitive agreement, each share of Fourth Street common stock was converted into the right to receive 0.1275 share of Seacoast common stock.
(In thousands, except per share data)August 21, 2020
Number of Fourth Street common shares outstanding11,220 
Shares issued upon conversion of convertible debt5,405 
Per share exchange ratio0.1275 
Number of shares of common stock issued2,120 
Multiplied by common stock price per share on August 21, 2020$19.40 
Value of common stock issued41,121 
Cash paid for Fourth Street vested stock options596 
Total purchase price$41,717 
The acquisition of Fourth Street was accounted for under the acquisition method in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $9.0 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 fair values initially assigned to assets acquired and liabilities assumed are preliminary and could change for up to one year after the closing date of the acquisition as new information and circumstances relative to closing date fair values becomes known.
(In thousands)Initially Measured
August 21, 2020
Assets: 
Cash$38,082 
Investment securities3,498 
Loans303,434 
Bank premises and equipment9,480 
Core deposit intangibles1,310 
Goodwill9,030 
Other assets7,088 
Total assets$371,922 
Liabilities:
Deposits$329,662 
Other liabilities543 
Total liabilities$330,205 
The table below presents information with respect to the fair value and unpaid principal balance of acquired loans at the acquisition date.
August 21, 2020
(In thousands)Book BalanceFair Value
Construction and land development$9,197 $8,851 
Commercial real estate - owner-occupied77,936 75,215 
Commercial real estate - non owner-occupied76,014 71,171 
Residential real estate 23,548 23,227 
Commercial and financial72,745 68,096 
Consumer2,748 2,694 
PPP loans55,005 54,180 
Total acquired loans$317,193 $303,434 
The table below presents the carrying amount of loans for which, at the date of acquisition, there was evidence of more than insignificant deterioration of credit quality since origination:
(In thousands)August 21, 2020
Book balance of loans at acquisition$59,455 
Allowance for credit losses at acquisition(5,763)
Non-credit related discount(4,319)
Total PCD loans acquired$49,373 
The Company believes the deposits assumed in 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 Bank of the Palm Beaches
On March 13, 2020, the Company completed its acquisition of First Bank of the Palm Beaches (“FBPB”). FBPB was merged with and into Seacoast Bank. FBPB operated two branches in the Palm Beach market.
As a result of this acquisition, the Company expects to enhance its presence in the Palm Beach market, expand its customer base and leverage operating cost through economies of scale, and positively affect the Company’s operating results.
The Company acquired 100% of the outstanding common stock of FBPB. Under the terms of the definitive agreement, each share of FBPB common stock was converted into the right to receive 0.2000 share of Seacoast common stock.
(In thousands, except per share data)March 13, 2020
Number of FBPB common shares outstanding5,213 
Per share exchange ratio0.2000 
Number of shares of common stock issued1,043 
Multiplied by common stock price per share on March 13, 2020$20.17 
Value of common stock issued21,031 
Cash paid for FBPB vested stock options866 
Total purchase price$21,897 
The acquisition of FBPB was accounted for under the acquisition method in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $6.9 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 fair values initially assigned to assets acquired and liabilities assumed are preliminary and could change for up to one year after the closing date of the acquisition as new information and circumstances relative to closing date fair values becomes known.
(In thousands)Initially Measured
March 13, 2020
Measurement Period AdjustmentsAs Adjusted March 13, 2020
Assets: 
Cash$34,749 $— $34,749 
Investment securities447 — 447 
Loans146,839 (62)146,777 
Bank premises and equipment6,086 — 6,086 
Core deposit intangibles819 — 819 
Goodwill6,799 62 6,861 
Other assets1,285 20 1,305 
Total assets$197,024 $20 $197,044 
Liabilities:
Deposits$173,741 $— $173,741 
Other liabilities1,386 20 1,406 
Total liabilities$175,127 $20 $175,147 
The table below presents information with respect to the fair value and unpaid principal balance of acquired loans at the acquisition date.
March 13, 2020
(In thousands)Book BalanceFair Value
Construction and land development$9,493 $9,012 
Commercial real estate - owner-occupied46,221 45,171 
Commercial real estate - non owner-occupied36,268 35,079 
Residential real estate 47,569 47,043 
Commercial and financial9,659 9,388 
Consumer1,132 1,084 
Total acquired loans$150,342 $146,777 
The table below presents the carrying amount of loans for which, at the date of acquisition, there was evidence of more than insignificant deterioration of credit quality since origination:
(In thousands)March 13, 2020
Book balance of loans at acquisition$43,682 
Allowance for credit losses at acquisition(516)
Non-credit related discount(128)
Total PCD loans acquired$43,038 
The Company believes the deposits assumed in 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 outstanding5,462 
Per share exchange ratio0.7324
Number of shares of common stock issued4,000 
Multiplied by common stock price per share on October 19, 2018$26.87 
Value of common stock issued107,486 
Cash paid for First Green vested stock options6,558 
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, 2018Measurement Period AdjustmentsAs Adjusted October 19, 2018
Assets: 
Cash$29,434 $— $29,434 
Investment securities32,145 — 32,145 
Loans, net631,497 — 631,497 
Fixed assets16,828 — 16,828 
Other real estate owned410 — 410 
Core deposit intangibles10,170 (676)9,494 
Goodwill56,198 533 56,731 
Other assets40,669 178 40,847 
Total assets$817,351 $35 $817,386 
Liabilities:
Deposits$624,289 $— $624,289 
Other liabilities79,018 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 BalanceFair Value
Single family residential real estate$101,674 $101,119 
Commercial real estate437,767 406,613 
Construction/development/land61,195 58,385 
Commercial loans56,288 54,973 
Consumer and other loans9,156 8,942 
Purchased credit-impaired2,136 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, the Company accounted for these loans pursuant to ASC Topic 310-30 at the time of acquisition and until the adoption of ASC Topic 326 on January 1, 2020. 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 collected1,465 
Accretable yield— 
Total purchased credit-impaired loans acquired$1,465 
Loans without specifically identified credit deficiency factors were 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.
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, 2020, 2019 and 2018 are $9.1 million, $1.0 million, and $9.7 million, respectively.
Pro-Forma Information
Pro-forma data as of 2020 and 2019 present information as if the acquisitions of FBPB and Fourth Street occurred at the beginning of 2019:
 Twelve Months Ended
December 31,
(In thousands, except per share data)20202019
Net interest income1
$274,432 $266,033 
Net income available to common shareholders82,179 100,718 
EPS - basic$1.60 $1.88 
EPS - diluted$1.59 $1.86 
1Provisions for credit losses of $1.8 million for FBPB and $4.6 million for Freedom Bank, recorded under CECL at the dates of acquisition, have been excluded from the pro forma information above, which presents information as if the acquisitions had occurred on January 1, 2019, prior to the Company's adoption of CECL.