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Business Combinations
12 Months Ended
Dec. 31, 2021
Business Combinations [Abstract]  
Business Combinations Business Combinations
Acquisition of Legacy Bank of Florida
On August 6, 2021, the Company completed its acquisition of Legacy Bank of Florida (“Legacy Bank”). Prior to the acquisition, Legacy Bank operated five branches in Broward and Palm Beach counties.
As a result of this acquisition, the Company expects to 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 Legacy Bank. Under the terms of the definitive agreement, each share of Legacy Bank common stock was converted into the right to receive 0.1703 share of Seacoast common stock.
(In thousands, except per share data)August 6, 2021
Number of Legacy Bank common shares outstanding$15,778 
Per share exchange ratio0.1703
Number of shares of common stock issued2,687 
Multiplied by common stock price per share on August 6, 2021$32.19 
Value of common stock issued86,487 
Cash paid for fractional shares
Fair value of options converted4,736 
Total purchase price$91,230 
The acquisition of Legacy Bank was accounted for under the acquisition method in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $31.0 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.
As part of the Legacy Bank acquisition, 356,497 options were granted to replace outstanding Legacy Bank options. These options had a weighted average exercise price of $16.70 and were fully vested upon acquisition. In accordance with ASC Topic 805, Business Combinations, the value of the replacement awards associated with pre-combination service, $4.7 million, was considered purchase consideration, and the value of the replacement awards associated with post-combination service, $0.9 million, was recognized as compensation expense in 2021.
(In thousands)Initially Measured
August 6, 2021
Assets: 
Cash$98,107 
Investment securities992 
Loans477,215 
Bank premises and equipment2,577 
Core deposit intangibles3,454 
Goodwill30,978 
Other assets15,532 
Total assets$628,855 
Liabilities:
Deposits494,921 
Other liabilities42,705 
Total liabilities$537,626 
The table below presents information with respect to the fair value and unpaid principal balance of acquired loans at the acquisition date.
August 6, 2021
(In thousands)Book BalanceFair Value
Loans:  
Construction and land development$37,558 $36,651 
Commercial real estate - owner-occupied35,765 35,363
Commercial real estate - non owner-occupied241,322 237,091
Residential real estate 71,118 70,541
Commercial and financial61,274 58,324
Consumer647 647
PPP loans38,598 38,598
Total acquired loans$486,282 $477,215 
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 6, 2021
Book balance of loans at acquisition$66,371 
Allowance for credit losses at acquisition(3,046)
Non-credit related discount(736)
Total PCD loans acquired$62,589 
The acquisition of Legacy Bank resulted in the addition of $11.2 million in allowance for credit losses, including the $3.0 million identified in the table above for PCD loans, and $8.2 million for non-PCD loans recorded through the provision for credit losses at the date of acquisition.
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 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.
(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 acquisition of Fourth Street resulted in the addition of $10.4 million in allowance for credit losses, including the $5.8 million identified in the table above for PCD loans, and $4.6 million for non-PCD loans recorded through the provision for credit losses at the date of acquisition.
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.
(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 acquisition of FBPB resulted in the addition of $2.3 million in allowance for credit losses, including the $0.5 million identified in the table above for PCD loans, and $1.8 million for non-PCD loans recorded through the provision for credit losses at the date of acquisition.
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 Costs
Acquisition costs included in the Company’s income statement for the years ended December 31, 2021, 2020 and 2019 were $7.9 million, $9.1 million, and $1.0 million, respectively.
Pro-Forma Information
Pro-forma data as of 2021 and 2020 present information as if the acquisition of Legacy Bank occurred at the beginning of 2020:
 Twelve Months Ended
December 31,
(In thousands, except per share data)20212020
Net interest income$288,971 $281,244 
Net income available to common shareholders140,851 71,124 
EPS - basic$2.41 $1.27 
EPS - diluted$2.39 $1.26 
2022 Acquisitions
Acquisition of Florida Business Bank
On January 3, 2022, the Company completed its acquisition of Business Bank of Florida, Corp, (“BBFC”). Simultaneously, upon completion of the merger of BBFC and the Company, BBFC's wholly owned subsidiary bank, Florida Business Bank, was merged with and into Seacoast Bank. Prior to the acquisition, Florida Business Bank operated one branch in Melbourne, Florida.
The Company acquired 100% of the outstanding common stock of BBFC. Under the terms of the definitive agreement, each share of BBFC common stock was converted into the right to receive 0.7997 share of Seacoast common stock.
(In thousands, except per share data)January 3, 2022
Number of BBFC common shares outstanding1,112
Per share exchange ratio0.7997
Number of shares of common stock issued889 
Multiplied by common stock price per share on January 3, 2022$35.39 
Value of common stock issued31,480 
Fair value of options converted497 
Total purchase price$31,977 
Acquisition of Sabal Palm Bancorp, Inc.
On January 3, 2022, the Company completed its acquisition of Sabal Palm Bancorp, Inc. (“Sabal Palm”). Simultaneously, upon completion of the merger of Sabal Palm and the Company, Sabal Palm's wholly owned subsidiary bank, Sabal Palm Bank, was merged with and into Seacoast Bank. Prior to the acquisition, Sabal Palm Bank operated three branches in the Sarasota area.
The Company acquired 100% of the outstanding common stock of Sabal Palm. Under the terms of the definitive agreement, each share of Sabal Palm common stock was converted into the right to receive 0.2203 share of Seacoast common stock.
(In thousands, except per share data)January 3, 2022
Number of Sabal Palm common shares outstanding7,536 
Per share exchange ratio0.2203
Number of shares of common stock issued1,660 
Multiplied by common stock price per share on January 3, 2022$35.39 
Value of common stock issued58,762 
Fair value of options converted3,336 
Total purchase price$62,098 
The acquisitions of BBFC and Sabal Palm will be accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The Company's assessment of the fair value of assets acquired and liabilities assumed as of the acquisition date is incomplete at the time of this filing; therefore, certain disclosures have been omitted. The Company expects to recognize goodwill in each of these transactions, which is expected to be nondeductible for tax purposes.