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Business Combinations (Tables)

12 Months Ended

Dec. 31, 2018

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 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 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 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

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

he 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

etermining 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)	October 19, 2018
Assets:
Cash	$	29,434
Investment securities	32,145
Loans, net	631,497
Fixed assets	16,828
Other real estate owned	410
Core deposit intangibles	10,170
Goodwill	56,198
Other assets	40,669
Total assets	$	817,351

Liabilities:
Deposits	$	624,289
Other liabilities	79,018
Total liabilities	$	703,307

he 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

Schedule of Fair Value of Acquired Loans and Unpaid Principal Balance

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

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

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		132,089
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

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 Adjusted for Estimated Prepayments

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

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

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

Summary of Pro-Forma Data including Acquisition of Gulfshore, NSBC and PBCB

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