XML 58 R44.htm IDEA: XBRL DOCUMENT v3.8.0.1
Business Combinations (Tables)
12 Months Ended
Dec. 31, 2017
Business Acquisition [Line Items]  
Business Acquisition, Pro Forma Information
Pro-forma data as of 2016 and 2017 present information as if the acquisitions of Gulfshore, NSBC and PBCB occurred at the beginning of 2016:
 
 
 
Twelve Months Ended December 31,
 
(In thousands, except per share data)
 
2017
 
2016
 
 
 
 
 
 
 
 
 
Net interest income
 
$
196,259
 
$
170,363
 
Net income available to common shareholders
 
 
51,274
 
 
41,594
 
EPS - basic
 
$
1.11
 
$
0.97
 
EPS - diluted
 
$
1.09
 
$
0.96
 
Floridian Financial Group Inc [Member]  
Business Acquisition [Line Items]  
Schedule of summarizing the purchase price calculation
(In thousands, except per share data)
 
March 11, 2016
 
Floridian shares exchanged for cash
 
$
26,699
 
 
 
 
 
 
Number of Floridian common shares outstanding
 
 
6,222
 
Per share exchange ratio
 
 
0.5289
 
Number of shares of common stock issued
 
 
3,291
 
Multiplied by common stock price per share on March 11, 2016
 
$
15.47
 
Value of common stock issued
 
 
50,913
 
 
 
 
 
 
Total purchase price
 
$
77,612
 
Schedule of Business Acquisitions, by Acquisition
The acquisition was accounted for under the acquisition method in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $32 million on this acquisition which is nondeductible for tax. The goodwill was calculated based on the fair values of the assets acquired and liabilities assumed. The fair values initially assigned to assets acquired and liabilities assumed were preliminary. The adjustments reflected in the table below are the result of new information obtained subsequent to the initial measurement.
 
 
 
 
 
 
Measurement
 
 
 
 
 
 
March 11, 2016
 
Period
 
March 11, 2016
 
 
 
(Initially Reported)
 
Adjustments
 
(As Adjusted)
 
 
 
(in thousands)
 
Assets:
 
 
 
 
 
 
 
 
 
 
Cash
 
$
28,243
 
$
0
 
$
28,243
 
Investment securities
 
 
66,912
 
 
95
 
 
67,007
 
Loans, net
 
 
268,249
 
 
(2,112)
 
 
266,137
 
Fixed assets
 
 
7,801
 
 
(628)
 
 
7,173
 
Core deposit intangibles
 
 
3,375
 
 
0
 
 
3,375
 
Goodwill
 
 
29,985
 
 
1,647
 
 
31,632
 
Other assets
 
 
12,879
 
 
998
 
 
13,877
 
 
 
$
417,444
 
$
0
 
$
417,444
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Deposits
 
$
337,341
 
$
0
 
$
337,341
 
Other liabilities
 
 
2,492
 
 
0
 
 
2,492
 
 
 
$
339,833
 
$
0
 
$
339,833
 
Fair Value, Assets Measured on Recurring Basis
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.
 
 
 
March 11, 2016
 
(In thousands)
 
Book Balance
 
Fair Value
 
Loans:
 
 
 
 
 
 
 
Single family residential real estate
 
$
38,304
 
$
37,367
 
Commercial real estate
 
 
172,531
 
 
167,105
 
Construction/development/land
 
 
20,546
 
 
18,108
 
Commercial loans
 
 
39,070
 
 
37,804
 
Consumer and other loans
 
 
3,385
 
 
3,110
 
Purchased credit-impaired
 
 
6,186
 
 
2,643
 
Total acquired loans
 
$
280,022
 
$
266,137
 
Schedule of Contractually required principal and interest payments
Contractually required principal and interest payments have been adjusted for estimated prepayments.
 
 
 
March 11, 2016
 
(In thousands)
 
 
 
 
Contractually required principal and interest
 
$
8,031
 
Non-accretable difference
 
 
(4,820)
 
Cash flows expected to be collected
 
 
3,211
 
Accretable yield
 
 
(568)
 
Total purchased credit impaired loans acquired
 
$
2,643
 
BMO Harris Bank [Member]  
Business Acquisition [Line Items]  
Schedule Of Business Combinations Purchase Price Allocation [Table Text Block]
The acquisition was accounted for under the acquisition method in accordance with ASC Topic 805, Business Combinations. The Company recognized $13 million goodwill on this acquisition that is deductible for tax purposes over a 15-year period. The goodwill was calculated based on the fair values of the assets acquired and liabilities assumed. The fair values initially assigned to assets acquired and liabilities assumed were preliminary. The adjustments reflected in the table below are the result of new information obtained subsequent to the initial measurement.
 
 
 
 
 
 
Measurement
 
 
 
 
 
 
June 3, 2016
 
Period
 
June 3, 2016
 
 
 
(Initially Reported)
 
Adjustments
 
(As Adjusted)
 
 
 
(in thousands)
 
Assets:
 
 
 
 
 
 
 
 
 
 
Cash from BMO (net of payable)
 
$
234,094
 
$
0
 
$
234,094
 
Loans, net
 
 
62,671
 
 
0
 
 
62,671
 
Fixed assets
 
 
3,715
 
 
0
 
 
3,715
 
Core deposit intangibles
 
 
5,223
 
 
(135)
 
 
5,088
 
Goodwill
 
 
7,645
 
 
163
 
 
7,808
 
Other assets
 
 
952
 
 
(28)
 
 
924
 
 
 
$
314,300
 
$
0
 
$
314,300
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Deposits
 
$
314,248
 
$
0
 
$
314,248
 
Other liabilities
 
 
52
 
 
0
 
 
52
 
 
 
$
314,300
 
$
0
 
$
314,300
 
 
The table below presents information with respect to the fair value of acquired loans, as well as their Book Balance at acquisition date.
 
 
 
June 3, 2016
 
(In thousands)
 
Book Balance
 
Fair Value
 
Loans:
 
 
 
 
 
 
 
Commercial real estate
 
$
31,564
 
$
31,200
 
Commercial loans
 
 
32,479
 
 
31,471
 
Purchased credit-impaired
 
 
0
 
 
0
 
Total acquired loans
 
$
64,043
 
$
62,671
 
Gulf Shore Banc shares Inc [Member]  
Business Acquisition [Line Items]  
Schedule of summarizing the purchase price calculation
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
 
Schedule of Business Acquisitions, by Acquisition
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. 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 are known. 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.
 
 
 
 
 
 
Measurement
 
 
 
 
 
 
April 7, 2017
 
Period
 
April 7, 2017
 
Date of acquisition
 
(Initially Reported)
 
Adjustments
 
(As Adjusted)
 
 
 
(in thousands)
 
Assets:
 
 
 
 
 
 
 
 
 
 
Cash
 
$
38,267
 
$
0
 
$
38,267
 
Time deposits with other banks
 
 
17,273
 
 
0
 
 
17,273
 
Investment securities
 
 
21
 
 
0
 
 
21
 
Loans, net
 
 
250,876
 
 
0
 
 
250,876
 
Fixed assets
 
 
1,307
 
 
0
 
 
1,307
 
Other real estate owned
 
 
13
 
 
0
 
 
13
 
Core deposit intangibles
 
 
3,927
 
 
0
 
 
3,927
 
Goodwill
 
 
37,098
 
 
0
 
 
37,098
 
Other assets
 
 
8,867
 
 
0
 
 
8,867
 
 
 
$
357,649
 
$
0
 
$
357,649
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Deposits
 
$
285,350
 
$
0
 
$
285,350
 
Other liabilities
 
 
1,382
 
 
0
 
 
1,382
 
 
 
$
286,732
 
$
0
 
$
286,732
 
Fair Value, Assets Measured on Recurring Basis
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
 
 
0
 
 
0
 
Total acquired loans
 
$
256,876
 
$
250,876
 
NorthStar Bank [Member]  
Business Acquisition [Line Items]  
Schedule of summarizing the purchase price calculation
The Company acquired 100% of the outstanding common stock of NSBC. Under the terms of the definitive agreement, NSBC shareholders received, for each share of NSBC 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
 
Schedule of Business Acquisitions, by Acquisition
The acquisition was accounted for under the acquisition method in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $12.4 million for this acquisition that is nondeductible for tax purposes. 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 are known. 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.
 
Date of acquisition
 
October 20, 2017
 
 
 
(in thousands)
 
Assets:
 
 
 
 
Cash
 
$
5,485
 
Investment securities
 
 
56,123
 
Loans, net
 
 
136,832
 
Fixed assets
 
 
2,637
 
Core deposit intangibles
 
 
1,275
 
Goodwill
 
 
12,404
 
Other assets
 
 
1,522
 
Total assets
 
$
216,278
 
 
 
 
 
 
Liabilities:
 
 
 
 
Deposits
 
$
182,443
 
Other liabilities
 
 
980
 
Total liabilities
 
$
183,423
 
Fair Value, Assets Measured on Recurring Basis
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
 
Schedule of Contractually required principal and interest payments
Contractually required principal and interest payments have been adjusted for estimated prepayments.
 
 
 
October 20, 2017
 
(In thousands)
 
 
 
 
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 loan acquired
 
$
4,293
 
Palm Beach Community Bank [Member]  
Business Acquisition [Line Items]  
Schedule of summarizing the purchase price calculation
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
 
Schedule of Business Acquisitions, by Acquisition
The acquisition was accounted for under the acquisition method in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $33.4 million for this acquisition that is nondeductible for tax purposes. 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 are known. 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.
 
Date of acquisition
 
November 3, 2017
 
 
 
(In thousands)
 
Assets:
 
 
 
 
Cash
 
$
9,301
 
Investment securities
 
 
22,098
 
Loans, net
 
 
272,090
 
Fixed assets
 
 
7,641
 
Core deposit intangibles
 
 
2,523
 
Goodwill
 
 
33,428
 
Other assets
 
 
9,909
 
Total assets
 
$
356,990
 
 
 
 
 
 
Liabilities:
 
 
 
 
Deposits
 
$
268,633
 
Other liabilities
 
 
16,351
 
Total liabilities
 
$
284,984
 
Fair Value, Assets Measured on Recurring Basis
The table below presents information with respect to the fair value of acquired loans, as well as their 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
 
 
132,654
 
Construction/development/land
 
 
69,686
 
 
67,425
 
Commercial loans
 
 
36,076
 
 
37,083
 
Consumer and other loans
 
 
179
 
 
172
 
Purchased Credit Impaired
 
 
4,768
 
 
3,766
 
Total acquired loans
 
$
275,567
 
$
272,090
 
Schedule of Contractually required principal and interest payments
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
 
 
0
 
Total purchased credit-impaired loan acquired
 
$
3,766