XML 63 R48.htm IDEA: XBRL DOCUMENT

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2020

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 outstanding	11,220
Shares issued upon conversion of convertible debt	5,405
Per share exchange ratio	0.1275
Number of shares of common stock issued	2,120
Multiplied by common stock price per share on August 21, 2020	$	19.40
Value of common stock issued	41,121
Cash paid for Fourth Street vested stock options	596
Total purchase price	$	41,717


(In thousands, except per share data)	March 13, 2020
Number of FBPB common shares outstanding	5,213
Per share exchange ratio	0.2000
Number of shares of common stock issued	1,043
Multiplied by common stock price per share on March 13, 2020	$	20.17
Value of common stock issued	21,031
Cash paid for FBPB vested stock options	866
Total purchase price	$	21,897

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

Schedule of Business Acquisitions

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 securities	3,498
Loans	303,434
Bank premises and equipment	9,480
Core deposit intangibles	1,310
Goodwill	9,030
Other assets	7,088
Total assets	$	371,922
Liabilities:
Deposits	$	329,662
Other liabilities	543
Total liabilities	$	330,205


(In thousands)	Initially Measured March 13, 2020		Measurement Period Adjustments		As Adjusted March 13, 2020
Assets:
Cash	$	34,749	$	—	$	34,749
Investment securities	447		—		447
Loans	146,839		(62)		146,777
Bank premises and equipment	6,086		—		6,086
Core deposit intangibles	819		—		819
Goodwill	6,799		62		6,861
Other assets	1,285		20		1,305
Total assets	$	197,024	$	20	$	197,044
Liabilities:
Deposits	$	173,741	$	—	$	173,741
Other liabilities	1,386		20		1,406
Total liabilities	$	175,127	$	20	$	175,147

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

Schedule of Fair Value of Acquired Loans and Unpaid Principal Balance

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 Balance		Fair Value

Construction and land development	$	9,197	$	8,851
Commercial real estate - owner-occupied	77,936		75,215
Commercial real estate - non owner-occupied	76,014		71,171
Residential real estate	23,548		23,227
Commercial and financial	72,745		68,096
Consumer	2,748		2,694
PPP loans	55,005		54,180
Total acquired loans	$	317,193	$	303,434

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 Balance		Fair Value

Construction and land development	$	9,493	$	9,012
Commercial real estate - owner-occupied	46,221		45,171
Commercial real estate - non owner-occupied	36,268		35,079
Residential real estate	47,569		47,043
Commercial and financial	9,659		9,388
Consumer	1,132		1,084
Total acquired loans	$	150,342	$	146,777

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

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

Schedule Purchase Credit Deteriorated Loans Acquired

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 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

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

Summary of Pro-Forma Data

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)		2020		2019
Net interest income1		$	274,432	$	266,033
Net income available to common shareholders		82,179		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.