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Business Combinations | 12 Months Ended
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Dec. 31, 2024
Business Combinations [Abstract] |
Business Combinations | Note 17 - Business Combinations Acquisition of Professional Holding Corp. On January 31, 2023, the Company completed its acquisition of Professional. Simultaneously, upon completion of the merger of Professional and the Company, Professional Bank was merged with and into Seacoast Bank. Prior to the acquisition, Professional Bank operated nine branches across South Florida. The transaction further expanded the Company’s presence in the tri-county South Florida market, which includes Miami-Dade, Broward, and Palm Beach counties, Florida’s largest MSA and the 8th largest in the nation. The Company acquired 100% of the outstanding common stock of Professional. Under the terms of the merger agreement, Professional shareholders received 0.8909 shares of Seacoast common stock for each share of Professional common stock held immediately prior to the merger, and Professional option holders received options to purchase Seacoast common stock, with the number of shares underlying each such option and the applicable exercise price adjusted using the same 0.8909 exchange ratio.
(In thousands, except per share data) |  | January 31, 2023
Number of Professional common shares outstanding |  | 14,358 |
Per share exchange ratio |  | 0.8909
Number of shares of SBCF common stock issued |  | 12,792 |
Multiplied by common stock price per share at January 31, 2023 |  | $ | 32.11 |
Value of SBCF common stock issued |  | $ | 410,738 |
Cash paid for fractional shares |  | 5 |
Fair value of Professional options converted |  | 10,304 |
Total purchase price |  | $ | 421,047 |
The acquisition of Professional was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $251.7 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. As part of the acquisition of Professional, options to purchase shares of Seacoast common stock were granted to replace outstanding Professional options. These options were fully vested upon acquisition. The full value of the replacement options, $10.3 million, was associated with pre-combination service and was therefore included in the calculation of the total purchase consideration.
|  | Initially Measured |  | Measurement |  | As Adjusted
(In thousands) |  | January 31, 2023 |  | Period Adjustments |  | January 31, 2023
Assets: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 141,680 |  |  | $ | — |  |  | $ | 141,680 |
Investment securities |  | 167,059 |  |  | — |  |  | 167,059 |
Loans |  | 1,991,713 |  |  | (5,544) |  |  | 1,986,169 |
Bank premises and equipment |  | 2,478 |  |  | — |  |  | 2,478 |
Core deposit intangibles |  | 48,885 |  |  | — |  |  | 48,885 |
Goodwill |  | 248,091 |  |  | 3,583 |  |  | 251,674 |
BOLI |  | 55,071 |  |  | — |  |  | 55,071 |
Other Assets |  | 74,232 |  |  | 2,561 |  |  | 76,793 |
Total Assets |  | $ | 2,729,209 |  |  | $ | 600 |  |  | $ | 2,729,809 |
Liabilities: |  |  |  |  |  |
Deposits |  | $ | 2,119,341 |  |  | $ | — |  |  | $ | 2,119,341 |
Subordinated debt |  | 21,141 |  |  | — |  |  | 21,141 |
Other Liabilities |  | 167,680 |  |  | 600 |  |  | 168,280 |
Total Liabilities |  | $ | 2,308,162 |  |  | $ | 600 |  |  | $ | 2,308,762 |
The table below presents information with respect to the fair value and unpaid principal balance of acquired loans at the acquisition date.
|  | January 31, 2023
(In thousands) |  | Book Balance |  | Fair Value
Loans: |  |  |  |
Construction and land development |  | $ | 156,048 |  |  | $ | 151,012 |
Commercial real estate - owner occupied |  | 293,473 |  |  | 274,068 |
Commercial real estate - non-owner occupied |  | 752,393 |  |  | 692,746 |
Residential real estate |  | 509,305 |  |  | 483,611 |
Commercial and financial |  | 392,396 |  |  | 350,628 |
Consumer |  | 33,656 |  |  | 32,153 |
PPP Loans |  | 1,951 |  |  | 1,951 |
Total acquired loans |  | $ | 2,139,222 |  |  | $ | 1,986,169 |
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) |  | January 31, 2023
Book balance of loans at acquisition |  | $ | 155,031 |
Allowance for credit losses at acquisition |  | (18,879) |
Non-credit related discount |  | (12,361) |
Total PCD loans acquired |  | $ | 123,791 |
The acquisition of Professional resulted in the addition of $45.5 million in allowance for credit losses, including the $18.9 million identified in the table above for PCD loans, and $26.6 million for non-PCD loans recorded through the provision for credit losses at the date of acquisition. Included within the $18.9 million initial PCD allowance is $5.5 million recorded as a measurement period adjustment during the three months ended June 30, 2023, reflecting information obtained by the Company relating to events or circumstances existing at the acquisition date. 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. The core deposit intangible asset acquired from Professional is being amortized over eight years using an accelerated method of amortization. Acquisition of Apollo Bancshares, Inc. On October 7, 2022, the Company completed its acquisition of Apollo. Simultaneously, upon completion of the merger of Apollo and the Company, Apollo Bank was merged with and into Seacoast Bank. Prior to the acquisition, Apollo Bank operated five branches in Miami-Dade County. As a result of this acquisition, the Company expects to expand its customer base and leverage economies of scale to positively affect the Company’s operating results. Under the terms of the merger agreement, Apollo shareholders received 1.006529 shares of Seacoast common stock for each share of Apollo common stock, and the minority interest holders in Apollo Bank received 1.195651 shares of Seacoast common stock for each share of Apollo Bank common stock.
(In thousands, except per share data) |  | October 7, 2022
Number of Apollo common shares outstanding |  | 3,766 |
Per share exchange ratio |  | 1.0065
Number of shares of SBCF common stock issued |  | 3,791 |
Number of Apollo Bank minority interest shares outstanding |  | 609 |
Per share exchange ratio |  | 1.1957
Number of shares of SBCF common stock issued |  | 728 |
Total number of shares of SBCF common stock issued |  | 4,519
Multiplied by common stock price per share at October 7, 2022 |  | $ | 30.83 |
Value of SBCF common stock issued |  | $ | 139,307 |
Cash paid for fractional shares |  | 5 |
Fair value of Apollo options and warrants converted |  | 6,530 |
Total purchase price |  | $ | 145,842 |
The acquisition of Apollo was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $90.5 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. As part of the acquisition of Apollo, options and warrants were granted to replace outstanding Apollo awards. These awards were fully vested upon acquisition. The full value of the replacement awards, $6.5 million, was associated with pre-combination service and was therefore included in the calculation of the total purchase consideration.
|  | Initially Measured |  | Measurement |  | As Adjusted
(In thousands) |  | October 7, 2022 |  | Period Adjustments |  | October 7, 2022
Assets: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 41,001 |  |  | $ | — |  |  | $ | 41,001 |
Investment securities |  | 203,596 |  |  | — |  |  | 203,596 |
Loans |  | 666,522 |  |  | — |  |  | 666,522 |
Bank premises and equipment |  | 7,809 |  |  | — |  |  | 7,809 |
Core deposit intangibles |  | 28,699 |  |  | — |  |  | 28,699 |
Goodwill |  | 90,237 |  |  | 251 |  |  | 90,488 |
Other Assets |  | 52,724 |  |  | (251) |  |  | 52,473 |
Total Assets |  | $ | 1,090,588 |  |  | $ | — |  |  | $ | 1,090,588 |
Liabilities: |  |  |  |  |  |
Deposits |  | $ | 854,774 |  |  | $ | — |  |  | $ | 854,774 |
Other Liabilities |  | 89,972 |  |  | — |  |  | 89,972 |
Total Liabilities |  | $ | 944,746 |  |  | $ | — |  |  | $ | 944,746 |
The table below presents information with respect to the fair value and unpaid principal balance of acquired loans at the acquisition date.
|  | October 7, 2022
(In thousands) |  | Book Balance |  | Fair Value
Loans: |  |  |  |
Construction and land development |  | $ | 74,126 |  |  | $ | 70,654 |
Commercial real estate - owner-occupied |  | 131,093 |  |  | 121,600 |
Commercial real estate - non owner-occupied |  | 374,673 |  |  | 340,561 |
Residential real estate |  | 76,254 |  |  | 75,957 |
Commercial and financial |  | 50,125 |  |  | 46,695 |
Consumer |  | 11,307 |  |  | 11,055 |
Total acquired loans |  | $ | 717,578 |  |  | $ | 666,522 |
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) |  | October 7, 2022 |
Book balance of loans at acquisition |  | $ | 107,744 |  |
Allowance for credit losses at acquisition |  | (2,658) |  |
Non-credit related discount |  | (14,191) |  |
Total PCD loans acquired |  | $ | 90,895 |  |
The acquisition of Apollo resulted in the addition of $7.8 million in allowance for credit losses, including the $2.7 million identified in the table above for PCD loans, and $5.1 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 Drummond Banking Company. On October 7, 2022, the Company completed its acquisition of Drummond. Simultaneously, upon completion of the merger of Drummond and the Company, Drummond’s wholly owned subsidiary bank, Drummond Community Bank, was merged with and into Seacoast Bank. Prior to the acquisition, Drummond Community Bank operated 18 branches across North Florida. As a result of this acquisition, the Company expects to expand its customer base and leverage economies of scale to positively affect the Company’s operating results. The Company acquired 100% of the outstanding common stock of Drummond. Under the terms of the merger agreement, each share of Drummond common stock was converted into the right to receive 51.9561 shares of Seacoast common stock.
(In thousands, except per share data) |  | October 7, 2022
Number of Drummond common shares outstanding |  | 99 |
Per share exchange ratio |  | 51.9561
Number of shares of SBCF common stock issued |  | 5,136 |
Multiplied by common stock price per share at October 7, 2022 |  | $ | 30.83 |
Total purchase price |  | $ | 158,332 |
The acquisition of Drummond was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $103.6 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.
|  | Initially Measured |  | Measurement |  | As Adjusted
(In thousands) |  | October 7, 2022 |  | Period Adjustments |  | October 7, 2022
Assets: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 31,805 |  |  | $ | — |  |  | $ | 31,805 |
Investment securities |  | 327,852 |  |  | — |  |  | 327,852 |
Loans |  | 544,694 |  |  | — |  |  | 544,694 |
Bank premises and equipment |  | 29,370 |  |  | — |  |  | 29,370 |
Core deposit and other intangibles |  | 32,983 |  |  | — |  |  | 32,983 |
Goodwill |  | 103,476 |  |  | 173 |  |  | 103,649 |
Other Assets |  | 49,812 |  |  | (173) |  |  | 49,639 |
Total Assets |  | $ | 1,119,992 |  |  | $ | — |  |  | $ | 1,119,992 |
Liabilities: |  |  |  |  |  |
Deposits |  | $ | 881,281 |  |  | $ | — |  |  | $ | 881,281 |
Other Liabilities |  | 80,379 |  |  | — |  |  | 80,379 |
Total Liabilities |  | $ | 961,660 |  |  | $ | — |  |  | $ | 961,660 |
The table below presents information with respect to the fair value and unpaid principal balance of acquired loans at the acquisition date.
|  | October 7, 2022
(In thousands) |  | Book Balance |  | Fair Value
Loans: |  |  |  |
Construction and land development |  | $ | 155,041 |  |  | $ | 140,401 |
Commercial real estate - owner-occupied |  | 112,768 |  |  | 106,152 |
Commercial real estate - non owner-occupied |  | 26,520 |  |  | 24,744 |
Residential real estate |  | 85,767 |  |  | 78,663 |
Commercial and financial |  | 88,026 |  |  | 82,067 |
Consumer |  | 118,880 |  |  | 112,667 |
Total acquired loans |  | $ | 587,002 |  |  | $ | 544,694 |
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) |  | October 7, 2022 |
Book balance of loans at acquisition |  | $ | 58,878 |  |
Allowance for credit losses at acquisition |  | (2,566) |  |
Non-credit related discount |  | (4,607) |  |
Total PCD loans acquired |  | $ | 51,705 |  |
The acquisition of Drummond resulted in the addition of $12.5 million in allowance for credit losses, including the $2.6 million identified in the table above for PCD loans, and $9.9 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 Business Bank of Florida, Corp. On January 3, 2022, the Company completed its acquisition of 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. As a result of this acquisition, the Company expects to expand its customer base and leverage economies of scale to positively affect the Company’s operating results. The Company acquired 100% of the outstanding common stock of BBFC. Under the terms of the merger agreement, each share of BBFC common stock was converted into the right to receive 0.7997 of a share of Seacoast common stock.
(In thousands, except per share data) |  | January 3, 2022
Number of BBFC common shares outstanding |  | 1,112 |
Per share exchange ratio |  | 0.7997
Number of shares of SBCF common stock issued |  | 889 |
Multiplied by common stock price per share on January 3, 2022 |  | $ | 35.39 |
Value of SBCF common stock issued |  | $ | 31,480 |
Fair value of BBFC options converted |  | 497 |
Total purchase price |  | $ | 31,977 |
The acquisition of BBFC was accounted for under the acquisition method in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $8.0 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. As part of the BBFC acquisition, options were granted to replace outstanding BBFC options. These options were fully vested upon acquisition. The full value of the replacement options, $0.5 million, was associated with pre-combination service and was therefore included in the calculation of the total purchase consideration.
(In thousands) |  | Measured January 3, 2022 |  |  |  |
Assets: |  |  |  |  |  |
Cash |  | $ | 38,332 |  |  |  |  |
Investment securities |  | 26,011 |  |  |  |  |
Loans |  | 121,774 |  |  |  |  |
Bank premises and equipment |  | 2,102 |  |  |  |  |
Core deposit intangibles |  | 2,621 |  |  |  |  |
Goodwill |  | 7,962 |  |  |  |  |
Total Assets |  | $ | 198,802 |  |  |  |  |
Liabilities: |  |  |  |  |  |
Deposits |  | 166,326 |  |  |  |  |
Other liabilities |  | 499 |  |  |  |  |
Total Liabilities |  | $ | 166,825 |  |  |  |  |
The table below presents information with respect to the fair value and unpaid principal balance of acquired loans at the acquisition date.
|  | January 3, 2022
(In thousands) |  | Book Balance |  | Fair Value
Loans: |  |  |  |
Construction and land development |  | $ | 8,677 |  |  | $ | 8,414 |
Commercial real estate - owner-occupied |  | 45,403 |  |  | 44,564 |
Commercial real estate - non owner-occupied |  | 53,065 |  |  | 52,034 |
Residential real estate |  | 5,377 |  |  | 5,421 |
Commercial and financial |  | 11,335 |  |  | 11,280 |
Consumer |  | 59 |  |  | 61 |
Total acquired loans |  | $ | 123,916 |  |  | $ | 121,774 |
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) |  | January 3, 2022 |
Book balance of loans at acquisition |  | $ | 714 |  |
Allowance for credit losses at acquisition |  | (15) |  |
Non-credit related discount |  | (48) |  |
Total PCD loans acquired |  | $ | 651 |  |
The acquisition of BBFC resulted in the addition of $1.8 million in allowance for credit losses, including the $15 thousand 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 of Sabal Palm Bancorp, Inc. On January 3, 2022, the Company completed its acquisition of 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. As a result of this acquisition, the Company expects to expand its customer base and leverage economies of scale to positively affect the Company’s operating results. The Company acquired 100% of the outstanding common stock of Sabal Palm. Under the terms of the merger agreement, each share of Sabal Palm common stock was converted into the right to receive 0.2203 of a share of Seacoast common stock.
(In thousands, except per share data) |  | January 3, 2022
Number of Sabal Palm common shares outstanding |  | 7,536 |
Per share exchange ratio |  | 0.2203
Number of shares of SBCF common stock issued |  | 1,660 |
Multiplied by common stock price per share on January 3, 2022 |  | $ | 35.39 |
Value of SBCF common stock issued |  | $ | 58,762 |
Fair value of Sabal Palm options converted |  | 3,336 |
Total purchase price |  | $ | 62,098 |
The acquisition of Sabal Palm was accounted for under the acquisition method in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $26.5 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. As part of the Sabal Palm acquisition, options were granted to replace outstanding Sabal Palm options. These options were fully vested upon acquisition. The full value of the replacement options,$3.3 million, was associated with pre-combination service and was therefore included in the calculation of the total purchase consideration.
(In thousands) |  | Measured January 3, 2022 |  |  |  |
Assets: |  |  |  |  |  |
Cash |  | $ | 170,609 |  |  |  |  |
Time deposits with other banks |  | 6,473 |  |  |  |  |
Loans |  | 246,152 |  |  |  |  |
Bank premises and equipment |  | 1,745 |  |  |  |  |
Core deposit intangibles |  | 5,587 |  |  |  |  |
Goodwill |  | 26,489 |  |  |  |  |
Other Assets |  | 5,189 |  |  |  |  |
Total Assets |  | $ | 462,244 |  |  |  |  |
Liabilities: |  |  |  |  |  |
Deposits |  | 395,952 |  |  |  |  |
Other liabilities |  | 4,194 |  |  |  |  |
Total Liabilities |  | $ | 400,146 |  |  |  |  |
The table below presents information with respect to the fair value and unpaid principal balance of acquired loans at the acquisition date.
|  | January 31, 2023
(In thousands) |  | Book Balance |  | Fair Value
Loans: |  |  |  |
Construction and land development |  | $ | 9,256 |  |  | $ | 9,009 |
Commercial real estate - owner-occupied |  | 57,690 |  |  | 56,591 |
Commercial real estate - non owner-occupied |  | 89,153 |  |  | 87,280 |
Residential real estate |  | 71,469 |  |  | 72,227 |
Commercial and financial |  | 21,109 |  |  | 20,813 |
Consumer |  | 233 |  |  | 232 |
Total acquired loans |  | $ | 248,910 |  |  | $ | 246,152 |
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) |  | January 31, 2023 |
Book balance of loans at acquisition |  | $ | 3,703 |  |
Allowance for credit losses at acquisition |  | (37) |  |
Non-credit related discount |  | (663) |  |
Total PCD loans acquired |  | $ | 3,003 |  |
The acquisition of Sabal Palm resulted in the addition of $3.4 million in allowance for credit losses, including the $37 thousand identified in the table above for PCD loans, and $3.4 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 There were no acquisition costs included in the Company's income statement for the year ended December 31, 2024. Acquisition costs included in the Company's income statement for the years ended December 31, 2023 and 2022 were $33.2 million and $27.9 million, respectively.

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