Item 1. Financial Statements
Item 1. Financial Statements
SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Months Ended March 31,
(In thousands, except per share data) 2023 2022
Interest and fees on loans $ 135,168 $ 67,118
Interest and dividends on securities 19,349 10,181
Interest on interest bearing deposits and other investments 3,474 933
Total Interest Income 157,991 78,232
Interest on deposits 16,033 767
Interest on time certificates 5,552 468
Interest on borrowed money 5,254 475
Total Interest Expense 26,839 1,710
Net Interest Income 131,152 76,522
Provision for credit losses 31,598 6,556
Net Interest Income after Provision for Credit Losses 99,554 69,966
Noninterest income:
Service charges on deposit accounts 4,242 2,801
Interchange income 4,694 4,128
Wealth management income 3,063 2,659
Mortgage banking fees 426 1,686
Insurance agency income 1,101 —
SBA gains 322 156
BOLI income 1,916 1,334
Other 6,574 3,061
22,338 15,825
Securities gains (losses), net 107 ( 452 )
Total Noninterest Income 22,445 15,373
Noninterest Expense:
Salaries and wages 47,616 28,219
Employee benefits 8,562 5,501
Outsourced data processing costs 14,553 6,156
Telephone / data lines 1,081 733
Occupancy 6,938 3,986
Furniture and equipment 2,267 1,426
Marketing 2,238 1,171
Legal and professional fees 7,479 4,789
FDIC assessments 1,443 789
Amortization of intangibles 6,727 1,446
Foreclosed property expense and net loss (gain) on sale 195 ( 164 )
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Provision for credit losses on unfunded commitments 1,239 142
Other 7,137 4,723
Total Noninterest Expense 107,475 58,917
Income Before Income Taxes 14,524 26,422
Provision for income taxes 2,697 5,834
Net Income $ 11,827 $ 20,588
Share Data
Net income per share of common stock
Diluted $ 0.15 $ 0.33
Basic 0.15 0.34
Average common shares outstanding
Diluted 80,717 61,704
Basic 80,151 61,127
See notes to unaudited consolidated financial statements.
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
Three Months Ended March 31,
(In thousands) 2023 2022
Net Income $ 11,827 $ 20,588
Other comprehensive income (loss):
Unrealized gains (losses) on available-for-sale securities, net of tax expense of $ 5.9 million and net of tax benefit of $ 20.6 million for the three months ended March 31, 2023 and 2022, respectively
$ 18,516 $ ( 66,012 )
Amortization of unrealized (gains) losses on securities transferred to held-to-maturity, net of tax benefit of $ 3 thousand and net of tax expense of $ 7 thousand for the three months ended March 31, 2023 and 2022, respectively
( 10 ) 36
Reclassification adjustment for gains included in net income, net of tax expense of $ 1 thousand for the three months ended March 31, 2023
( 4 ) —
Unrealized gains (losses) on derivatives designated as cash flow hedges, net of reclassifications to income, net of tax expense of $ 33 thousand and net of tax benefit of $ 22 thousand for the three months ended March 31, 2023 and 2022, respectively
98 ( 64 )
Total other comprehensive income (loss) $ 18,600 $ ( 66,040 )
Comprehensive Income (Loss) $ 30,427 $ ( 45,452 )
See notes to unaudited consolidated financial statements.
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
March 31, December 31,
(In thousands, except share data) 2023 2022
Assets
Cash and due from banks $ 180,607 $ 120,748
Interest bearing deposits with other banks 610,636 81,192
Total cash and cash equivalents 791,243 201,940
Time deposits with other banks 3,236 3,236
Debt securities:
Securities available-for-sale (at fair value) 2,015,967 1,871,742
Securities held-to-maturity (fair value $ 618.8 million at March 31, 2023
and $ 617.7 million at December 31, 2022)
737,911 747,408
Total debt securities 2,753,878 2,619,150
Loans held for sale (at fair value) 2,838 3,151
Loans 10,134,395 8,144,724
Less: Allowance for credit losses ( 155,640 ) ( 113,895 )
Loans, net of allowance for credit losses 9,978,755 8,030,829
Bank premises and equipment, net 116,522 116,892
Other real estate owned 7,756 2,301
Goodwill 728,396 480,319
Other intangible assets, net 117,409 75,451
Bank owned life insurance 292,545 237,824
Net deferred tax assets 124,301 94,457
Other assets 338,529 280,212
Total Assets $ 15,255,408 $ 12,145,762
Liabilities
Deposits $ 12,309,701 $ 9,981,595
Securities sold under agreements to repurchase, maturing within 30 days 267,606 172,029
Federal Home Loan Bank ("FHLB") borrowings 385,000 150,000
Subordinated debt 105,804 84,533
Other liabilities 136,213 149,830
Total Liabilities 13,204,324 10,537,987
Shareholders' Equity
Common stock, par value $ 0.10 per share, authorized 120,000,000 shares, issued 85,093,864 and outstanding 84,609,320 at March 31, 2023, and authorized 120,000,000 , issued 72,099,136 and outstanding 71,617,852 shares at December 31, 2022
8,461 7,162
Additional paid-in-capital 1,803,898 1,377,802
Retained earnings 421,271 423,863
Less: Treasury stock ( 13,113 ) ( 13,019 )
2,220,517 1,795,808
Accumulated other comprehensive loss, net ( 169,433 ) ( 188,033 )
Total Shareholders' Equity 2,051,084 1,607,775
Total Liabilities and Shareholders' Equity 15,255,408 12,145,762
See notes to unaudited consolidated financial statements.
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended March 31,
(In thousands) 2023 2022
Cash Flows from Operating Activities
Net income $ 11,827 $ 20,588
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 2,066 1,420
Amortization of premiums and discounts on securities, net ( 44 ) 361
Amortization of operating lease right-of-use assets 1,863 990
Other amortization and accretion, net ( 6,636 ) ( 1,173 )
Stock based compensation 2,642 1,419
Origination of loans designated for sale ( 27,576 ) ( 57,625 )
Sale of loans designated for sale 28,749 71,210
Provision for credit losses 31,598 6,556
Deferred income taxes ( 17,952 ) 866
Gains on sale of securities ( 5 ) —
Gains on sale of loans ( 860 ) ( 2,324 )
Gains on sale and write-downs of other real estate owned — ( 255 )
Losses on disposition of fixed assets and write-downs upon transfer of bank premises to other real estate owned 1,154 31
Changes in operating assets and liabilities, net of effects from acquired companies:
Net decrease in other assets 22,516 15,471
Net decrease in other liabilities ( 36,297 ) ( 3,001 )
Net cash provided by operating activities $ 13,045 $ 54,534
Cash Flows from Investing Activities
Maturities and repayments of debt securities available-for-sale 36,850 95,398
Maturities and repayments of debt securities held-to-maturity 11,829 26,430
Proceeds from sale of debt securities available-for-sale 30,490 26,011
Purchases of debt securities available-for-sale ( 22,402 ) ( 244,551 )
Purchases of debt securities held-to-maturity — ( 134,941 )
Maturities of time deposits with other banks — 498
Net new loans and principal repayments 25,883 ( 44,256 )
Purchases of loans held for investment — ( 111,292 )
Proceeds from sale of other real estate owned — 3,742
Additions to other real estate owned — ( 319 )
Proceeds from sale of FHLB and Federal Reserve Bank Stock 28,848 —
Purchase of FHLB and Federal Reserve Bank Stock ( 54,642 ) ( 3,347 )
Net cash from bank acquisitions 141,674 208,933
Additions to bank premises and equipment ( 5,812 ) ( 825 )
Net cash provided by (used in) investing activities $ 192,718 $ ( 178,519 )
See notes to unaudited consolidated financial statements.
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended March 31,
(In thousands) 2023 2022
Cash Flows from Financing Activities
Net increase in deposits $ 208,765 $ 613,899
Net increase (decrease) in repurchase agreements 95,577 ( 643 )
Net decrease in FHLB borrowings with original maturities of three months or less 40,000 —
Proceeds from FHLB borrowings with original maturities of more than three months 50,000 —
Stock based employee benefit plans 3,617 3,509
Dividends paid ( 14,419 ) ( 7,994 )
Net cash provided by financing activities $ 383,540 $ 608,771
Net increase in cash and cash equivalents 589,303 484,786
Cash and cash equivalents at beginning of period 201,940 737,729
Cash and cash equivalents at end of period $ 791,243 $ 1,222,515
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 23,457 $ 1,673
Cash paid during the period for taxes 6 —
Recognition of operating lease right-of-use assets, other than through bank acquisitions, net of terminations 1,610 3,370
Recognition of operating lease liabilities, other than through bank acquisitions, net of terminations 1,610 3,370
Supplemental disclosure of non-cash investing activities: 1
Transfers from bank premises to other real estate owned 5,455 1,008
1 See "Note 11 - Business Combinations" for common stock issued in business combinations.
See notes to unaudited consolidated financial statements.
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
Accumulated
Other
Comprehensive
Income (Loss)
Common Stock Paid-in
Capital Retained
Earnings Treasury
Stock
(In thousands) Shares Amount Total
Balance at December 31, 2022
71,618 $ 7,162 $ 1,377,802 $ 423,863 $ ( 13,019 ) $ ( 188,033 ) $ 1,607,775
Comprehensive income (loss) — — — 11,827 — 18,600 30,427
Stock based compensation expense — — 2,642 — — — 2,642
Common stock transactions related to stock based employee benefit plans 71 8 ( 79 ) — ( 94 ) — ( 165 )
Common stock issued for stock options 128 12 3,770 — — — 3,782
Issuance of common stock, pursuant to acquisition 12,792 1,279 409,459 — — — 410,738
Conversion of options, pursuant to acquisition — — 10,304 — — — 10,304
Dividends on common stock ($ 0.17 per share)
— — — ( 14,419 ) — — ( 14,419 )
Three months ended March 31, 2023
12,991 1,299 426,096 ( 2,592 ) ( 94 ) 18,600 443,309
Balance at March 31, 2023
84,609 $ 8,461 $ 1,803,898 $ 421,271 $ ( 13,113 ) $ ( 169,433 ) $ 2,051,084
Accumulated
Other
Comprehensive
Income (Loss)
Common Stock Paid-in
Capital Retained
Earnings Treasury
Stock
(In thousands) Shares Amount Total
Balance at December 31, 2021
58,504 $ 5,850 $ 963,851 $ 358,598 $ ( 10,569 ) $ ( 6,994 ) $ 1,310,736
Comprehensive income (loss) — — — 20,588 — ( 66,040 ) ( 45,452 )
Stock based compensation expense — — 1,419 — — — 1,419
Common stock transactions related to stock based employee benefit plans 7 1 ( 5 ) — 110 — 106
Common stock issued for stock options 178 18 3,385 — — — 3,403
Issuance of common stock, pursuant to acquisitions 2,550 255 89,979 — — — 90,234
Conversion of options, pursuant to acquisitions — — 3,833 — — — 3,833
Dividends on common stock ($ 0.13 per share)
— — — ( 7,994 ) — — ( 7,994 )
Three months ended March 31, 2022
2,735 274 98,611 12,594 110 ( 66,040 ) 45,549
Balance at March 31, 2022
61,239 $ 6,124 $ 1,062,462 $ 371,192 $ ( 10,459 ) $ ( 73,034 ) $ 1,356,285
See notes to unaudited consolidated financial statements.
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 – Basis of Presentation
Basis of Presentation: The accompanying unaudited consolidated financial statements of Seacoast Banking Corporation of Florida and its subsidiaries (the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain prior period amounts have been reclassified to conform to the current period presentation.
Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or any other period. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Use of Estimates: The preparation of these consolidated financial statements requires management to make judgments in the application of certain accounting policies that involve significant estimates and assumptions. The Company has established policies and control procedures that are intended to ensure valuation methods are well controlled and applied consistently from period to period. These estimates and assumptions, which may materially affect the reported amounts of certain assets, liabilities, revenues and expenses, are based on information available as of the date of the financial statements, and changes in this information over time and the use of revised estimates and assumptions could materially affect amounts reported in subsequent financial statements. Specific areas, among others, requiring the application of management’s estimates include determination of the allowance for credit losses, acquisition accounting and purchased loans, intangible assets and impairment testing, other fair value measurements and contingent liabilities.
Adoption of New Accounting Pronouncement
On January 1, 2023, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2022-02, “Troubled Debt Restructurings and Vintage Disclosures”. ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings (“TDRs”) in ASC 310-40, Receivables – Troubled Debt Restructurings by Creditors, and introduces new disclosures related to modifications with borrowers that are experiencing financial difficulties. ASU 2022-02 also requires the disclosure of current-period gross write-offs by year of origination for financing receivables held at amortized cost. Upon adoption, the Company eliminated the separate allowance for credit loss estimation process for loans classified as TDRs. The adoption did not have a material impact to the consolidated financial statements. For additional information on the loans modified for borrowers in financial difficulty and for the disclosure of current-period gross write-offs by year of origination, see “Note 4 – Loans”.
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Note 2 – Earnings per Share
Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding during the period.
For the three months ended March 31, 2023, 161,251 options to purchase shares of the Company’s common stock were anti-dilutive. For the three months ended March 31, 2022, no options to purchase shares of the Company's common stock were anti-dilutive.
Three Months Ended March 31,
(Dollars in thousands, except per share data) 2023 2022
Basic earnings per share
Net income $ 11,827 $ 20,588
Average common shares outstanding 80,151 61,127
Net income per share $ 0.15 $ 0.34
Diluted earnings per share
Net income $ 11,827 $ 20,588
Average common shares outstanding 80,151 61,127
Add: Dilutive effect of employee restricted stock and stock options 566 577
Average diluted shares outstanding 80,717 61,704
Net income per share $ 0.15 $ 0.33
Net income has not been allocated to unvested restricted stock awards that are participating securities because the amounts that would be allocated are not material to net income per share of common stock. Unvested restricted stock awards that are participating securities represent less than one percent of all of the outstanding shares of common stock for each of the periods presented.
Note 3 – Securities
The amortized cost, gross unrealized gains and losses and fair value of securities available-for-sale and held-to-maturity at March 31, 2023 and December 31, 2022 are summarized as follows:
March 31, 2023
(In thousands) Amortized
Cost Gross
Unrealized
Gains Gross Unrealized
Losses Fair
Value
Available-for-Sale Debt Securities
U.S. Treasury securities and obligations of U.S. government agencies $ 43,448 $ 267 $ ( 331 ) $ 43,384
Mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 1,657,149 1,002 ( 203,663 ) 1,454,488
Private mortgage-backed securities and collateralized mortgage obligations 175,629 104 ( 12,359 ) 163,374
Collateralized loan obligations 312,086 — ( 6,609 ) 305,477
Obligations of state and political subdivisions 22,016 38 ( 1,383 ) 20,671
Other debt securities 28,799 184 ( 410 ) 28,573
Totals $ 2,239,127 $ 1,595 $ ( 224,755 ) $ 2,015,967
Held-to-Maturity Debt Securities
Mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities $ 737,911 $ — $ ( 119,135 ) $ 618,776
Totals $ 737,911 $ — $ ( 119,135 ) $ 618,776
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December 31, 2022
(In thousands) Amortized
Cost Gross Unrealized
Gains Gross Unrealized
Losses Fair
Value
Available-for-Sale Debt Securities
U.S. Treasury securities and obligations of U.S. government agencies $ 13,813 $ 173 $ ( 339 ) $ 13,647
Mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 1,561,197 539 ( 223,083 ) 1,338,653
Private mortgage-backed securities and collateralized mortgage obligations 179,148 70 ( 12,831 ) 166,387
Collateralized loan obligations 313,155 — ( 10,251 ) 302,904
Obligations of state and political subdivisions 29,350 122 ( 1,731 ) 27,741
Other debt securities 22,640 197 ( 427 ) 22,410
Totals $ 2,119,303 $ 1,101 $ ( 248,662 ) $ 1,871,742
Held-to-Maturity Debt Securities
Mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities $ 747,408 $ 64 $ ( 129,731 ) $ 617,741
Totals $ 747,408 $ 64 $ ( 129,731 ) $ 617,741
During the three months ended March 31, 2023, debt securities with a fair value of $ 22.1 million obtained in the acquisition of Professional Holding Corp. (“Professional”) were sold. No gain or loss was recognized on the sale. There were $ 8.4 million in other sales of securities during the three months ended March 31, 2023, with gross gains of $ 24 thousand and gross losses of $ 19 thousand. Also included in “Securities gains (losses), net” is an increase of $ 0.1 million and a decrease of $ 0.5 million for the three months ended March 31, 2023 and 2022, respectively, in the value of an investment in shares of a mutual fund that invests in CRA-qualified debt securities.
At March 31, 2023, debt securities with a fair value of $ 2.0 billion were pledged primarily as collateral for public deposits and secured borrowings.
The amortized cost and fair value of securities at March 31, 2023, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because prepayments of the underlying collateral for these securities may occur, due to the right to call or repay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.
March 31, 2023
Held-to-Maturity Available-for-Sale
(In thousands) Amortized
Cost Fair
Value Amortized
Cost Fair
Value
Due in less than one year $ — $ — $ 1,708 $ 1,684
Due after one year through five years — — 14,321 14,270
Due after five years through ten years — — 15,460 15,377
Due after ten years — — 33,975 32,724
— — 65,464 64,055
Mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 737,911 618,776 1,657,149 1,454,488
Private mortgage-backed securities and collateralized mortgage obligations — — 175,629 163,374
Collateralized loan obligations — — 312,086 305,477
Other debt securities — — 28,799 28,573
Totals $ 737,911 $ 618,776 $ 2,239,127 $ 2,015,967
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The estimated fair value of a security is determined based on market quotations when available or, if not available, by using quoted market prices for similar securities, pricing models or discounted cash flows analyses, or using observable market data. The tables below indicate the fair value of available-for-sale debt securities with unrealized losses for which no allowance for credit losses has been recorded.
March 31, 2023
Less Than 12 Months 12 Months or Longer Total
(In thousands) Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses
U.S. Treasury securities and obligations of U.S. government agencies $ 31,886 $ ( 316 ) $ 451 $ ( 15 ) $ 32,337 $ ( 331 )
Mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 499,606 ( 23,670 ) 907,243 ( 179,993 ) 1,406,849 ( 203,663 )
Private mortgage-backed securities and collateralized mortgage obligations 76,503 ( 3,870 ) 58,387 ( 8,489 ) 134,890 ( 12,359 )
Collateralized loan obligations 58,915 ( 1,395 ) 246,562 ( 5,214 ) 305,477 ( 6,609 )
Obligations of state and political subdivisions 10,417 ( 128 ) 5,551 ( 1,255 ) 15,968 ( 1,383 )
Other debt securities 18,058 ( 410 ) — — 18,058 ( 410 )
Totals $ 695,385 $ ( 29,789 ) $ 1,218,194 $ ( 194,966 ) $ 1,913,579 $ ( 224,755 )
December 31, 2022
Less Than 12 Months 12 Months or Longer Total
(In thousands) Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses
U.S. Treasury securities and obligations of U.S. government agencies $ 3,788 $ ( 328 ) $ 249 $ ( 11 ) $ 4,037 $ ( 339 )
Mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 646,651 ( 54,956 ) 667,520 ( 168,127 ) 1,314,171 ( 223,083 )
Private mortgage-backed securities and collateralized mortgage obligations 130,488 ( 8,255 ) 25,234 ( 4,576 ) 155,722 ( 12,831 )
Collateralized loan obligations 242,370 ( 8,343 ) 60,534 ( 1,908 ) 302,904 ( 10,251 )
Obligations of state and political subdivisions 23,804 ( 1,656 ) 425 ( 75 ) 24,229 ( 1,731 )
Other debt securities 11,459 ( 427 ) — — 11,459 ( 427 )
Totals $ 1,058,560 $ ( 73,965 ) $ 753,962 $ ( 174,697 ) $ 1,812,522 $ ( 248,662 )
At March 31, 2023, the Company had unrealized losses of $ 203.7 million on mortgage-backed securities and collateralized mortgage obligations issued by government-sponsored entities having a fair value of $ 1.4 billion. These securities are either explicitly or implicitly guaranteed by the U.S. government and have a long history of no credit losses. The implied government guarantee of principal and interest payments and the high credit rating of the portfolio provide a sufficient basis for the current expectation that there is no risk of loss if default were to occur. Based on the assessment of all relevant factors, the Company believes that the unrealized loss positions on these debt securities are a function of changes in investment spreads and interest rate movements and not changes in credit quality, and expects to recover the entire amortized cost basis of these securities. Therefore, at March 31, 2023, no allowance for credit losses has been recorded.
At March 31, 2023, the Company had $ 12.4 million of unrealized losses on private label residential and commercial mortgage-backed securities and collateralized mortgage obligations having a fair value of $ 134.9 million. The securities have weighted average credit support of 22 %. Based on the assessment of all relevant factors, the Company believes that the unrealized loss positions on these debt securities are a function of changes in investment spreads and interest rate movements and not changes in credit quality, and expects to recover the entire amortized cost basis of these securities. Therefore, at March 31, 2023, no allowance for credit losses has been recorded.
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At March 31, 2023, the Company had $ 6.6 million of unrealized losses in floating rate collateralized loan obligations (“CLOs”) having a fair value of $ 305.5 million. CLOs are special purpose vehicles and those in which the Company has invested acquire nearly all first-lien, broadly syndicated corporate loans across a diversified band of industries while providing support to senior tranche investors. As of March 31, 2023, all positions held by the Company are in AAA and AA tranches, with weighted average credit support of 36 % and 25 %, respectively. The Company evaluates the securities for potential credit losses by modeling expected loan-level defaults, recoveries, and prepayments for each CLO security. Based on the assessment of all relevant factors, the Company believes that the unrealized loss positions on these debt securities are a function of changes in investment spreads and interest rate movements and not changes in credit quality, and expects to recover the entire amortized cost basis of these securities. Therefore, at March 31, 2023, no allowance for credit losses has been recorded.
At March 31, 2023, the Company had $ 1.4 million of unrealized losses on municipal securities having a fair value of $ 16.0 million. These securities are highly rated issuances of state or local municipalities, all of which are continuing to make timely contractual payments. Based on the assessment of all relevant factors, the Company believes that the unrealized loss positions on these debt securities are a function of changes in investment spreads and interest rate movements and not changes in credit quality, and expects to recover the entire amortized cost basis of these securities. As a result, as of March 31, 2023, no allowance for credit losses has been recorded.
At March 31, 2023, the Company had $ 0.3 million of unrealized losses on floating rate student loan asset-backed securities having a fair value of $ 10.8 million. These securities were issued under the U.S. Department of Education’s Federal Family Education Loan program, which generally provides a minimum of 97% U.S. Department of Education guarantee of principal. These securities also have added credit enhancement through over-collateralization and have average credit support of 9%. Based on the assessment of all relevant factors, the Company believes any unrealized loss positions are a function of changes in investment spreads and interest rate movement and not changes in credit quality, and expects to recover the entire amortized cost basis of these securities. Therefore, at March 31, 2023, no allowance for credit losses has been recorded.
All held-to-maturity (“HTM”) debt securities are issued by government-sponsored entities, which are either explicitly or implicitly guaranteed by the U.S. government and have a long history of no credit losses. While the potential for default on these securities may be something greater than zero, the long history with no credit losses, the implied government guarantee of principal and interest payments and the high credit rating of the HTM portfolio provide sufficient basis for the current expectation that there is no risk of loss if default were to occur. As a result, as of March 31, 2023, no allowance for credit losses has been recorded. The Company has the intent and ability to hold these securities until maturity.
Included in Other Assets at March 31, 2023 is $ 78.9 million of Federal Home Loan Bank and Federal Reserve Bank stock stated at par value. The Company has not identified events or changes in circumstances which may have a significant adverse effect on the fair value of these cost method investment securities. Accrued interest receivable on available-for-sale (“AFS”) and HTM debt securities of $ 7.8 million and $ 1.3 million, respectively, at March 31, 2023, and $ 7.0 million and $ 1.3 million, respectively, at December 31, 2022, is included in Other Assets. Also included in Other Assets are investments in CRA-qualified mutual funds carried at fair value of $ 13.7 million and $ 8.2 million at March 31, 2023 and December 31, 2022, respectively.
The Company holds 11,330 shares of Visa Class B stock, which, following resolution of Visa litigation, will be converted to Visa Class A shares. Under the current conversion ratio that became effective December 29, 2022, the Company would receive 1.5991 shares of Class A stock for each share of Class B stock for a total of 18,117 shares of Visa Class A stock. The ownership of Visa stock is related to prior ownership in Visa's network while Visa operated as a cooperative, and is recorded on the Company's financial records at a zero basis.
Note 4 – Loans
Loans held for investment are categorized into the following segments:
• Construction and land development: Loans are extended to both commercial and consumer customers which are collateralized by and for the purpose of funding land development and construction projects, including 1-4 family residential construction, multi-family property and non-farm residential property where the primary source of repayment is from proceeds of the sale, refinancing or permanent financing of the property.
• Commercial real estate - owner occupied: Loans are extended to commercial customers for the purpose of acquiring real estate to be occupied by the borrower's business. These loans are collateralized by the subject property and the repayment of these loans is largely dependent on the performance of the company occupying the property.
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• Commercial real estate - non-owner occupied: Loans are extended to commercial customers for the purpose of acquiring commercial property where occupancy by the borrower is not their primary intent. These loans are viewed primarily as cash flow loans, collateralized by the subject property, and the repayment of these loans is largely dependent on rental income from the successful operation of the property.
• Residential real estate: Loans are extended to consumer customers and collateralized primarily by 1-4 family residential properties and include fixed and variable rate mortgages, home equity mortgages, and home equity lines of credit. Loans are primarily written based on conventional loan agency guidelines, including loans that exceed agency value limitations. Sources of repayment are largely dependent on the occupant of the residential property.
• Commercial and financial: Loans are extended to commercial customers. The purpose of the loans can be working capital, physical asset expansion, asset acquisition or other business purposes. Loans may be collateralized by assets owned by the borrower or the borrower's business. Commercial loans are based primarily on the historical and projected cash flow of the borrower's business and secondarily on the capacity of credit enhancements, guarantees and underlying collateral provided by the borrower.
• Consumer: Loans are extended to consumer customers. The segment includes both installment loans and lines of credit which may be collateralized or non-collateralized.
The following tables present net loan balances by segment as of:
March 31, 2023
(In thousands) Portfolio Loans Acquired Non-PCD Loans PCD Loans Total
Construction and land development $ 358,960 $ 370,353 $ 28,522 $ 757,835
Commercial real estate - owner occupied 998,479 613,636 40,376 1,652,491
Commercial real estate - non-owner occupied 1,787,839 1,476,543 147,669 3,412,051
Residential real estate 1,589,025 739,396 25,973 2,354,394
Commercial and financial 1,143,961 447,593 58,931 1,650,485
Consumer 169,088 128,865 3,787 301,740
PPP Loans 1,101 4,298 — 5,399
Totals $ 6,048,453 $ 3,780,684 $ 305,258 $ 10,134,395
December 31, 2022
(In thousands) Portfolio Loans Acquired Non-PCD Loans PCD Loans Total
Construction and land development $ 364,900 $ 201,333 $ 21,100 $ 587,332
Commercial real estate - owner occupied 995,154 451,202 31,946 1,478,302
Commercial real estate - non-owner occupied 1,695,411 767,138 127,225 2,589,774
Residential real estate 1,558,643 271,378 19,482 1,849,503
Commercial and financial 1,151,273 182,124 15,238 1,348,636
Consumer 177,338 89,458 19,791 286,587
PPP Loans 1,474 3,116 — 4,590
Totals $ 5,944,193 $ 1,965,749 $ 234,782 $ 8,144,724
The amortized cost basis of loans at March 31, 2023 included net deferred costs of $ 35.7 million. At December 31, 2022, the amortized cost basis included net deferred costs of $ 35.1 million. At March 31, 2023, the remaining fair value adjustments on acquired loans were $ 216.0 million, or 5.0 % of the outstanding acquired loan balances, compared to $ 97.7 million, or 4.3 % of the acquired loan balances at December 31, 2022. The discount is accreted into interest income over the remaining lives of the related loans on a level yield basis.
Accrued interest receivable is included within Other Assets and was $ 34.4 million and $ 28.2 million at March 31, 2023 and December 31, 2022, respectively.
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The following tables present the status of net loan balances as of March 31, 2023 and December 31, 2022.
March 31, 2023
(In thousands) Current Accruing
30-59 Days
Past Due Accruing
60-89 Days
Past Due Accruing
Greater
Than
90 Days Nonaccrual Total
Portfolio Loans
Construction and land development $ 358,954 $ — $ — $ — $ 6 $ 358,960
Commercial real estate - owner occupied 997,282 142 — — 1,055 998,479
Commercial real estate - non-owner occupied 1,772,837 — 421 — 14,581 1,787,839
Residential real estate 1,578,686 2,972 69 — 7,298 1,589,025
Commercial and financial 1,134,951 2,396 — — 6,614 1,143,961
Consumer 168,106 743 50 — 189 169,088
PPP Loans 1,018 — — 83 — 1,101
Total Portfolio Loans $ 6,011,834 $ 6,253 $ 540 $ 83 $ 29,743 $ 6,048,453
Acquired Non-PCD Loans
Construction and land development $ 370,305 $ — $ 48 $ — $ — $ 370,353
Commercial real estate - owner occupied 613,636 — — — — 613,636
Commercial real estate - non-owner occupied 1,472,452 926 — — 3,165 1,476,543
Residential real estate 736,548 1,296 188 — 1,364 739,396
Commercial and financial 446,684 218 — — 691 447,593
Consumer 122,844 4,374 781 866 — 128,865
PPP Loans 4,277 — 21 — — 4,298
Total Acquired Non-PCD Loans $ 3,766,746 $ 6,814 $ 1,038 $ 866 $ 5,220 $ 3,780,684
PCD Loans
Construction and land development $ 28,150 $ 370 $ — $ — $ 2 $ 28,522
Commercial real estate - owner occupied 36,324 — 279 — 3,773 40,376
Commercial real estate - non-owner occupied 142,111 — 47 — 5,511 147,669
Residential real estate 23,426 504 715 — 1,328 25,973
Commercial and financial 53,643 280 — — 5,008 58,931
Consumer 3,373 122 90 — 202 3,787
Total PCD Loans $ 287,027 $ 1,276 $ 1,131 $ — $ 15,824 $ 305,258
Total Loans $ 10,065,607 $ 14,343 $ 2,709 $ 949 $ 50,787 $ 10,134,395
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December 31, 2022
(In thousands) Current Accruing
30-59 Days
Past Due Accruing
60-89 Days
Past Due Accruing
Greater
Than
90 Days Nonaccrual Total
Portfolio Loans
Construction and land development $ 364,841 $ — $ — $ — $ 59 $ 364,900
Commercial real estate - owner occupied 993,690 — 67 440 957 995,154
Commercial real estate - non-owner occupied 1,695,381 — — — 30 1,695,411
Residential real estate 1,550,040 1,172 147 — 7,284 1,558,643
Commercial and financial 1,142,536 1,032 476 — 7,229 1,151,273
Consumer 176,444 550 252 1 91 177,338
PPP Loans 1,099 33 — 342 — 1,474
Total Portfolio Loans $ 5,924,031 $ 2,787 $ 942 $ 783 $ 15,650 $ 5,944,193
Acquired Non-PCD Loans
Construction and land development $ 201,263 $ — $ — $ — $ 70 $ 201,333
Commercial real estate - owner occupied 450,109 796 297 — — 451,202
Commercial real estate - non-owner occupied 765,633 162 — — 1,343 767,138
Residential real estate 270,215 577 — — 586 271,378
Commercial and financial 180,837 790 87 — 410 182,124
Consumer 87,317 779 616 525 221 89,458
PPP Loans 3,116 — — — — 3,116
Total Acquired Non-PCD Loans $ 1,958,490 $ 3,104 $ 1,000 $ 525 $ 2,630 $ 1,965,749
PCD Loans
Construction and land development $ 20,680 $ — $ — $ — $ 420 $ 21,100
Commercial real estate - owner occupied 30,517 23 23 — 1,383 31,946
Commercial real estate - non-owner occupied 124,115 — — — 3,110 127,225
Residential real estate 17,885 10 — — 1,587 19,482
Commercial and financial 11,201 4 — — 4,033 15,238
Consumer 17,884 1,001 336 540 30 19,791
Total PCD Loans $ 222,282 $ 1,038 $ 359 $ 540 $ 10,563 $ 234,782
Total Loans $ 8,104,803 $ 6,929 $ 2,301 $ 1,848 $ 28,843 $ 8,144,724
All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest subsequently received on such loans is accounted for under the cost-recovery method, whereby interest income is not recognized until the loan balance is reduced to zero. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, and future payments are reasonably assured. The Company recognized $ 0.1 million and $ 0.8 million in interest income on nonaccrual loans during each of the three months ended March 31, 2023 and 2022, respectively.
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The following tables present net balances of loans on nonaccrual status and the related allowance for credit losses, if any, as of:
March 31, 2023
(In thousands) Nonaccrual Loans With No Related Allowance Nonaccrual Loans With an Allowance Total Nonaccrual Loans Allowance for Credit Losses
Construction and land development $ 6 $ 2 $ 8 $ —
Commercial real estate - owner occupied 2,078 2,751 4,829 126
Commercial real estate - non-owner occupied 982 22,274 23,256 585
Residential real estate 2,966 7,023 9,989 135
Commercial and financial 4,220 8,093 12,313 2,677
Consumer 37 355 392 290
Totals $ 10,289 $ 40,498 $ 50,787 $ 3,813
December 31, 2022
(In thousands) Nonaccrual Loans With No Related Allowance Nonaccrual Loans With an Allowance Total Nonaccrual Loans Allowance for Credit Losses
Construction and land development $ 615 $ — $ 615 $ —
Commercial real estate - owner occupied 957 1,641 2,597 41
Commercial real estate - non-owner occupied 3,347 837 4,184 230
Residential real estate 8,072 1,036 9,109 58
Commercial and financial 4,724 6,891 11,615 2,319
Consumer 40 683 723 257
Totals $ 17,755 $ 11,088 $ 28,843 $ 2,905
Collateral-Dependent Loans
Loans are considered collateral-dependent when the repayment, based on the Company's assessment as of the reporting date, is expected to be provided substantially through the operation or sale of the underlying collateral and there are no other available and reliable sources of repayment. The following table presents collateral-dependent loans as of:
(In thousands) March 31, 2023 December 31, 2022
Construction and land development $ 6 $ 59
Commercial real estate - owner occupied 5,278 2,733
Commercial real estate - non-owner occupied 37,902 1,698
Residential real estate 21,678 11,333
Commercial and financial 7,480 10,448
Consumer 202 426
Totals $ 72,546 $ 26,697
Loans by Risk Rating
The Company utilizes an internal asset classification system as a means of identifying problem and potential problem loans. The following classifications are used to categorize loans under the internal classification system:
• Pass: Loans that are not problem loans or potential problem loans are considered to be pass-rated.
• Special Mention: Loans that do not currently expose the Company to sufficient risk to warrant classification in the Substandard or Doubtful categories, but possess weaknesses that deserve management's close attention are deemed to be Special Mention.
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• Substandard: Loans with the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
• Substandard Impaired: Loans typically placed on nonaccrual and considered to be collateral-dependent.
• Doubtful: Loans that have all the weaknesses inherent in those classified Substandard with the added characteristic that the weakness present makes collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The principal balance of loans classified as doubtful are likely to be charged off.
The following tables present the risk rating of loans by year of origination as of:
March 31, 2023
(In thousands) 2023 2022 2021 2020 2019 Prior Revolving Total
Construction and Land Development
Risk Ratings:
Pass $ 20,907 $ 322,371 $ 241,044 $ 45,943 $ 33,641 $ 61,203 $ 5,435 $ 730,544
Special Mention — 2,051 467 — 3,803 2 — $ 6,323
Substandard — — 9,407 — — 11,555 — $ 20,962
Substandard Impaired — — — — — 6 — $ 6
Doubtful — — — — — — — —
Total $ 20,907 $ 324,422 $ 250,918 $ 45,943 $ 37,444 $ 72,766 $ 5,435 $ 757,835
Gross Charge Offs $ — $ — $ — $ — $ — $ — $ — $ —
Commercial real estate - owner occupied
Risk Ratings:
Pass $ 24,300 $ 272,169 $ 312,366 $ 177,419 $ 195,904 $ 626,242 $ 70 $ 1,608,470
Special Mention — 2 2,120 — 4,882 11,868 — $ 18,872
Substandard — 691 2,336 7,105 2,604 9,552 — $ 22,288
Substandard Impaired — — — — 323 2,538 — $ 2,861
Doubtful — — — — — — — —
Total $ 24,300 $ 272,862 $ 316,822 $ 184,524 $ 203,713 $ 650,200 $ 70 $ 1,652,491
Gross Charge Offs $ — $ — $ — $ — $ — $ — $ — $ —
Commercial real estate - non-owner occupied
Risk Ratings:
Pass $ 86,801 $ 861,624 $ 673,294 $ 331,702 $ 421,185 $ 952,125 $ 145 $ 3,326,876
Special Mention — — 1,727 11,228 7,839 16,534 — $ 37,328
Substandard — — 191 4,672 6,008 13,937 — $ 24,808
Substandard Impaired — — — 15,526 1,849 5,664 — $ 23,039
Doubtful — — — — — — — —
Total $ 86,801 $ 861,624 $ 675,212 $ 363,128 $ 436,881 $ 988,260 $ 145 $ 3,412,051
Gross Charge Offs $ — $ — $ — $ 109 $ — $ — $ — $ 109
Residential real estate
Risk Ratings:
Pass $ 66,554 $ 561,374 $ 733,887 $ 231,100 $ 152,377 $ 564,550 $ 34,658 $ 2,344,500
Special Mention — — — — — — — $ —
Substandard — — — — — — — $ —
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March 31, 2023
(In thousands) 2023 2022 2021 2020 2019 Prior Revolving Total
Substandard Impaired — 75 566 155 612 8,418 68 $ 9,894
Doubtful — — — — — — — —
Total $ 66,554 $ 561,449 $ 734,453 $ 231,255 $ 152,989 $ 572,968 $ 34,726 $ 2,354,394
Gross Charge Offs $ — $ — $ — $ — $ — $ 159 $ — $ 159
Commercial and financial
Risk Ratings:
Pass $ 58,767 $ 482,995 $ 462,755 $ 170,255 $ 104,402 $ 281,433 $ 13,797 $ 1,574,404
Special Mention — 5,230 15,682 3,530 4,156 3,779 — $ 32,377
Substandard — 1,487 14,762 5,863 5,713 4,594 — $ 32,419
Substandard Impaired — 55 59 3,973 1,077 4,682 — $ 9,846
Doubtful — — — 65 — 1,374 — 1,439
Total $ 58,767 $ 489,767 $ 493,258 $ 183,686 $ 115,348 $ 295,862 $ 13,797 $ 1,650,485
Gross Charge Offs $ — $ — $ 56 $ 1,334 $ 204 $ 848 $ 200 $ 2,642
Consumer
Risk Ratings:
Pass $ 9,269 $ 100,987 $ 91,072 $ 28,799 $ 34,956 $ 32,088 $ 3,442 $ 300,613
Special Mention — — — — — — $ —
Substandard — — 742 44 — 14 — $ 800
Substandard Impaired — 39 — 13 — 275 — $ 327
Doubtful — — — — — — — —
Total $ 9,269 $ 101,026 $ 91,814 $ 28,856 $ 34,956 $ 32,377 $ 3,442 $ 301,740
Gross Charge Offs $ — $ 39 $ 395 $ 213 $ 18 $ — $ 30 $ 695
Paycheck Protection Program
Risk Ratings:
Pass $ — $ — $ 2,661 $ 2,655 $ — $ — $ — $ 5,316
Substandard — — 14 69 — — — $ 83
Substandard Impaired — — — — — — — —
Total $ — $ — $ 2,675 $ 2,724 $ — $ — $ — $ 5,399
Gross Charge Offs $ — $ — $ — $ — $ — $ — $ — $ —
Consolidated
Risk Ratings:
Pass $ 266,598 $ 2,601,520 $ 2,517,079 $ 987,873 $ 942,465 $ 2,517,641 $ 57,547 $ 9,890,723
Special Mention — 7,283 20,010 14,827 20,680 32,183 — 94,900
Substandard — 2,178 27,438 17,684 14,325 39,652 — 101,360
Substandard Impaired — 169 625 19,667 3,861 21,583 68 45,973
Doubtful — — — 65 — 1,374 — 1,439
Total $ 266,598 $ 2,611,150 $ 2,565,152 $ 1,040,116 $ 981,331 $ 2,612,433 $ 57,615 $ 10,134,395
Gross Charge Offs $ — $ 39 $ 451 $ 1,656 $ 222 $ 1,007 $ 230 $ 3,605
December 31, 2022
(In thousands) 2022 2021 2020 2019 2018 Prior Revolving Total
Construction and Land Development
Risk Ratings:
Pass $ 223,204 $ 209,738 $ 18,239 $ 24,600 $ 12,783 $ 19,022 $ 50,960 $ 558,546
Special Mention 14,523 452 — 3,153 — — 15 18,143
Substandard — 9,227 — — 959 — — 10,186
Substandard Impaired — 52 — — — 405 — 457
Doubtful — — — — — — — —
Total $ 237,727 $ 219,469 $ 18,239 $ 27,753 $ 13,742 $ 19,427 $ 50,975 $ 587,332
Commercial real estate - owner occupied
Risk Ratings:
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December 31, 2022
(In thousands) 2022 2021 2020 2019 2018 Prior Revolving Total
Pass $ 215,453 $ 251,638 $ 180,081 $ 185,286 $ 121,568 $ 467,963 $ 32,253 $ 1,454,242
Special Mention 694 — 2,363 4,403 2,548 2,869 — 12,877
Substandard — — 667 2,625 573 4,444 — 8,309
Substandard Impaired — — — 311 294 2,269 — 2,874
Doubtful — — — — — — — —
Total $ 216,147 $ 251,638 $ 183,111 $ 192,625 $ 124,983 $ 477,545 $ 32,253 $ 1,478,302
Commercial real estate - non-owner occupied
Risk Ratings:
Pass $ 593,364 $ 530,462 $ 231,693 $ 331,173 $ 228,077 $ 575,656 $ 35,326 $ 2,525,751
Special Mention — 16,257 735 5,438 — 4,975 — 27,405
Substandard — 192 19,315 — 5,515 7,412 — 32,434
Substandard Impaired — — 1,044 1,849 30 1,261 — 4,184
Doubtful — — — — — — — —
Total $ 593,364 $ 546,911 $ 252,787 $ 338,460 $ 233,622 $ 589,304 $ 35,326 $ 2,589,774
Residential real estate
Risk Ratings:
Pass $ 270,054 $ 552,950 $ 121,879 $ 77,100 $ 97,900 $ 292,867 $ 423,764 $ 1,836,514
Special Mention — — 50 — 25 269 884 1,228
Substandard — — — — — 343 85 428
Substandard Impaired — — 133 32 83 9,515 1,570 11,333
Doubtful — — — — — — — —
Total $ 270,054 $ 552,950 $ 122,062 $ 77,132 $ 98,008 $ 302,994 $ 426,303 $ 1,849,503
Commercial and financial
Risk Ratings:
Pass $ 359,833 $ 320,307 $ 140,450 $ 77,562 $ 57,924 $ 58,648 $ 292,818 $ 1,307,542
Special Mention 1,244 423 106 474 195 259 2,998 5,699
Substandard — 67 942 6,304 1,603 1,683 13,114 23,713
Substandard Impaired 5 58 5,109 147 3,642 2,545 176 11,682
Doubtful — — — — — — — —
Total $ 361,082 $ 320,855 $ 146,607 $ 84,487 $ 63,364 $ 63,135 $ 309,106 $ 1,348,636
Consumer
Risk Ratings:
Pass $ 93,012 $ 77,889 $ 27,982 $ 28,772 $ 11,690 $ 16,480 $ 29,725 $ 285,550
Special Mention — — — 250 2 134 30 416
Substandard — — 11 — — 191 — 202
Substandard Impaired — — 18 55 36 103 207 419
Doubtful — — — — — — — —
Total $ 93,012 $ 77,889 $ 28,011 $ 29,077 $ 11,728 $ 16,908 $ 29,962 $ 286,587
Paycheck Protection Program
Risk Ratings:
Pass $ — $ 2,708 $ 1,882 $ — $ — $ — $ — $ 4,590
Substandard $ — $ — $ — $ — $ — $ — $ — $ —
Substandard Impaired $ — $ — $ — $ — $ — $ — $ — $ —
Total $ — $ 2,708 $ 1,882 $ — $ — $ — $ — $ 4,590
Consolidated
Risk Ratings:
Pass $ 1,754,920 $ 1,945,692 $ 720,324 $ 724,493 $ 529,942 $ 1,430,636 $ 864,846 $ 7,972,735
Special Mention 16,461 17,132 3,254 13,718 2,770 8,506 3,927 65,768
Substandard — 9,486 20,935 8,929 8,650 14,073 13,199 75,272
Substandard Impaired 5 110 6,304 2,394 4,085 16,098 1,953 30,949
Doubtful — — — — — — — —
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December 31, 2022
(In thousands) 2022 2021 2020 2019 2018 Prior Revolving Total
Total $ 1,771,386 $ 1,972,420 $ 750,817 $ 749,534 $ 545,447 $ 1,469,313 $ 883,925 $ 8,144,724
Troubled Borrower Modifications
On January 1, 2023, the Company adopted ASU 2022-02 which includes disclosure requirements related to certain modifications of loans to borrowers experiencing financial difficulty, which the Company refers to as troubled borrower modifications (“TBMs”). TBMs are typically in the form of an interest rate reduction, an extension of the amortization period and/or converting the loan to interest only for a limited period of time. In addition to the change in payment terms, the Company seeks to obtain additional collateral and/or guarantors to provide additional support for the loan. The Company does not typically provide forgiveness of principal as a modification.
During the three months ended March 31, 2023, there was one loan totaling $ 29 thousand that was a TBM, which is considered immaterial. To the extent there are additional modifications in subsequent periods, the Company will disclose additional information about the nature of the modifications, the financial effect of the modifications and payment defaults of TBMs in the 12 months prior to default, among any other relevant disclosures.
Note 5 – Allowance for Credit Losses
Activity in the allowance for credit losses is summarized as follows:
Three Months Ended March 31, 2023
(In thousands) Beginning
Balance Initial Allowance on PCD Loans Acquired During the Period Provision
for Credit
Losses Charge-
Offs Recoveries Ending
Balance
Construction and land development $ 6,464 $ 5 $ 69 $ — $ 2 $ 6,540
Commercial real estate - owner occupied 6,051 139 101 — 1 6,292
Commercial real estate - non-owner occupied 43,258 647 9,715 ( 109 ) 64 53,575
Residential real estate 29,605 400 9,898 ( 159 ) 150 39,894
Commercial and financial 15,648 11,983 6,414 ( 2,642 ) 190 31,593
Consumer 12,869 161 5,401 ( 695 ) 10 17,746
Totals $ 113,895 $ 13,335 $ 31,598 $ ( 3,605 ) $ 417 $ 155,640
Three Months Ended March 31, 2022
(In thousands) Beginning Balance Allowance on PCD Loans Acquired During the Period Provision for Credit Losses Charge- Offs Recoveries TDR Allowance Adjustments Ending Balance
Construction and land development $ 2,751 $ — $ ( 493 ) $ — $ 10 $ — $ 2,268
Commercial real estate - owner occupied 8,579 — 715 — — — 9,294
Commercial real estate - non-owner occupied 36,617 31 7,274 — — — 43,922
Residential real estate 12,811 17 1,060 ( 1 ) 191 ( 3 ) 14,075
Commercial and financial 19,744 3 ( 1,628 ) ( 569 ) 177 — 17,727
Consumer 2,813 — ( 372 ) ( 95 ) 208 ( 2 ) 2,552
Totals $ 83,315 $ 51 $ 6,556 $ ( 665 ) $ 586 $ ( 5 ) $ 89,838
Management establishes the allowance using relevant available information from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Forecast data is sourced from Moody’s Analytics (“Moody’s”), a firm widely recognized for its research, analysis, and economic forecasts. The forecasts of future economic conditions are over a period that has been deemed reasonable and supportable, and in segments where it can no longer develop
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reasonable and supportable forecasts, the Company reverts to longer-term historical loss experience to estimate losses over the remaining life of the loans.
As of March 31, 2023 and December 31, 2022, the Company utilized a blend of Moody’s most recent “U.S. Macroeconomic Outlook Baseline” and “Alternative Scenario 3 - Downside - 90th Percentile” scenarios and considered the uncertainty associated with the assumptions in both scenarios, including continued actions taken by the Federal Reserve with regard to monetary policy and interest rates and the potential impact of those actions, the ongoing Russia-Ukraine conflict and the magnitude of the resulting market disruption, the potential impact of persistent high inflation on economic growth and expectations around a recession occurring over the next 12 to 24 months. Outcomes in any or all of these factors could differ from the scenarios identified above, and the Company incorporated qualitative considerations reflecting the risk of uncertain economic conditions, and for additional dimensions of risk not captured in the quantitative model.
The following section discusses changes in the level of the allowance for credit losses for the three months ended March 31, 2023. The acquisition of Professional on January 31, 2023, added approximately $ 2.0 billion in loans, contributing to the increase in allowance in each segment.
In the Construction and Land Development segment, the increase in the allowance is attributed to higher loan balances. In this segment, the primary source of repayment is typically from proceeds of the sale, refinancing, or permanent financing of the underlying property; therefore, industry and collateral type and estimated collateral values are among the relevant factors in assessing expected losses.
In the Commercial Real Estate - Owner-Occupied segment, the increase in the allowance is attributed to higher loan balances. Risk characteristics include but are not limited to, collateral type, note structure and loan seasoning.
In the Commercial Real Estate - Non Owner-Occupied segment, the increase in the allowance is attributed to higher loan balances. Repayment is often dependent upon rental income from the successful operation of the underlying property. Loan performance may be adversely affected by general economic conditions or conditions specific to the real estate market, including property types. Collateral type, note structure and loan seasoning are among the risk characteristics analyzed for this segment.
The Residential Real Estate segment includes first mortgages secured by residential property, and home equity lines of credit. The increase in the allowance is due to higher loan balances and the increasing likelihood of economic recession reflected within the forecast. Risk characteristics considered for this segment include, but are not limited to, borrower FICO score, lien position, loan to value ratios and loan seasoning.
In the Commercial and Financial segment, borrowers are primarily small to medium sized professional firms and other businesses, and loans are generally supported by projected cash flows of the business, collateralized by business assets, and/or guaranteed by the business owners. The increase in reserves is attributed to the acquisition of Commercial and Financial loans from Professional, which includes a reserve for individually evaluated purchased credit deteriorated loans of $ 12.0 million. Industry, collateral type, estimated collateral values and loan seasoning are among the relevant factors in assessing expected losses.
Consumer loans include installment and revolving lines, loans for automobiles, boats, and other personal or family purposes. Risk characteristics considered for this segment include, but are not limited to, collateral type, loan to value ratios, loan seasoning and FICO score. The increase in the allowance reflects the increasing likelihood of economic recession reflected within the forecast, in addition to an increase in loan balances.
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The allowance for credit losses is composed of specific allowances for loans individually evaluated and general allowances for loans grouped into loan pools based on similar characteristics, which are collectively evaluated. The Company’s loan portfolio and related allowance at March 31, 2023 and December 31, 2022 are shown in the following tables:
March 31, 2023
Individually Evaluated Collectively Evaluated Total
(In thousands) Recorded
Investment Associated
Allowance Recorded
Investment Associated
Allowance Recorded
Investment Associated
Allowance
Construction and land development $ 6 $ — $ 757,829 $ 6,540 $ 757,835 $ 6,540
Commercial real estate - owner occupied 4,843 126 1,647,648 6,166 1,652,491 6,292
Commercial real estate - non-owner occupied 23,072 386 3,388,979 53,189 3,412,051 53,575
Residential real estate 12,986 177 2,341,408 39,717 2,354,394 39,894
Commercial and financial 39,355 14,798 1,616,529 16,795 1,655,884 31,593
Consumer 1,254 1,189 300,486 16,557 301,740 17,746
Totals $ 81,516 $ 16,676 $ 10,052,879 $ 138,964 $ 10,134,395 $ 155,640
December 31, 2022
Individually Evaluated Collectively Evaluated Total
(In thousands) Recorded
Investment Associated
Allowance Recorded
Investment Associated
Allowance Recorded
Investment Associated
Allowance
Construction and land development $ 59 $ — $ 587,273 $ 6,464 $ 587,332 $ 6,464
Commercial real estate - owner occupied 3,346 41 1,474,956 6,010 1,478,302 6,051
Commercial real estate - non-owner occupied 4,183 230 2,585,591 43,028 2,589,774 43,258
Residential real estate 11,333 275 1,838,170 29,330 1,849,503 29,605
Commercial and financial 12,167 2,639 1,341,059 13,009 1,353,226 15,648
Consumer 426 362 286,161 12,507 286,587 12,869
Totals $ 31,514 $ 3,547 $ 8,113,210 $ 110,348 $ 8,144,724 $ 113,895
Note 6 – Derivatives
Back-to-Back Swaps
The Company offers interest rate swaps when requested by customers to allow them to hedge the risk of rising interest rates on their variable rate loans. Upon entering into these swaps, the Company enters into offsetting positions with counterparties in order to minimize the interest rate risk. These back-to-back swaps qualify as freestanding financial derivatives with the fair values reported in Other Assets and Other Liabilities. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under the arrangements for financial statement presentation purposes. Gains and losses on these back-to-back swaps, which offset, are recorded through noninterest income. No net gains or losses have been recognized to date on these instruments. As of March 31, 2023, the interest rate swaps had an aggregate notional value of $ 430.4 million, with a fair value of $ 25.2 million recorded in Other Assets and Other Liabilities. As of December 31, 2022, the interest rate swaps had an aggregate notional value of $ 312.8 million, with a fair value of $ 23.1 million recorded in Other Assets and Other Liabilities. The weighted average maturity was 7.1 years at March 31, 2023 and 6.7 years at December 31, 2022.
Interest Rate Floors Designated as Cash Flow Hedges
The Company has entered into interest rate floor contracts to mitigate exposure to the variability of future cash flows due to changes in interest rates on certain segments of its variable-rate loans. During 2020, the Company entered into two interest rate floor contracts, each with a notional amount of $ 150.0 million, maturing in October 2023 and November 2023. The Company considers these derivatives to be highly effective at achieving offsetting changes in cash flows attributable to changes in interest rates and has designated them as cash flow hedges. Therefore, changes in the fair value of these derivative instruments are recognized in other comprehensive income. Amortization of the premium paid on cash flow hedges is recognized in earnings over the term of the hedge in the same caption as the hedged item. As of March 31, 2023 and December 31, 2022, the interest
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rate floors had a fair value of $ 6 thousand and $ 2 thousand, respectively, and are recorded in Other Assets in the consolidated balance sheet. For the three months ended March 31, 2023, the Company recognized nominal gains through other comprehensive income in the three months ended March 31, 2023 and losses of $ 0.2 million in the prior year quarter, and reclassified $ 0.1 million and $ 0.1 million, respectively, out of accumulated other comprehensive income and into interest income. During the next twelve months, the Company expects to reclassify $ 0.4 million from accumulated other comprehensive income into interest income related to these agreements.
(In thousands) Notional Amount Fair Value Balance Sheet Category
At March 31, 2023
Back-to-back swaps $ 430,380 $ 25,241 Other Assets and Other Liabilities
Interest rate floors 300,000 6 Other Assets
At December 31, 2022
Back-to-back swaps $ 312,808 $ 23,140 Other Assets and Other Liabilities
Interest rate floors 300,000 2 Other Assets
Note 7 – Securities Sold Under Agreements to Repurchase
Securities sold under agreements to repurchase are accounted for as secured borrowings. For securities sold under agreements to repurchase, the Company is required to pledge collateral with value sufficient to fully collateralize borrowings. Company securities pledged were as follows by collateral type and maturity as of:
(In thousands) March 31, 2023 December 31, 2022
Fair value of pledged securities - overnight and continuous:
Mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities $ 278,252 $ 184,967
Note 8 – Equity Capital
The Company is well-capitalized and at March 31, 2023, the Company and the Company’s principal banking subsidiary, Seacoast Bank, exceeded the common equity Tier 1 (CET1) capital ratio regulatory threshold of 6.5 % for well-capitalized institutions under the Basel III standardized transition approach, as well as risk-based and leverage ratio requirements for well-capitalized banks under the regulatory framework for prompt corrective action.
Note 9 – Contingent Liabilities
The Company and its subsidiaries, because of the nature of their business, are at all times subject to numerous legal actions, threatened or filed. Management presently believes that none of the legal proceedings to which it is a party are likely to have a materially adverse effect on the Company’s consolidated financial condition, operating results or cash flows.
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Note 10 – Fair Value
Under ASC Topic 820, fair value measurements for items measured at fair value on a recurring and nonrecurring basis at March 31, 2023 and December 31, 2022 included:
(In thousands) Fair Value
Measurements Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
At March 31, 2023
Financial Assets
Available-for-sale debt securities 1
$ 2,015,967 $ 188 $ 2,015,779 $ —
Derivative financial instruments 2
25,247 — 25,247 —
Loans held for sale 2
2,838 — 2,838 —
Loans 3
55,245 — 10,277 44,968
Other real estate owned 4
7,756 — 7,756 —
Equity securities 5
13,683 13,683 — —
Financial Liabilities
Derivative financial instruments 2
$ 25,241 $ — $ 25,241 $ —
At December 31, 2022
Financial Assets
Available-for-sale debt securities 1
$ 1,871,742 $ 186 $ 1,871,556 $ —
Derivative financial instruments 2
23,142 — 23,142 —
Loans held for sale 2
3,151 — 3,151 —
Loans 3
8,513 — 1,183 7,330
Other real estate owned 4
2,301 — 2,301 —
Equity securities 5
8,220 8,220 — —
Financial Liabilities
Derivative financial instruments 2
$ 23,142 $ — $ 23,142 $ —
1 See “Note 3 – Securities” for further detail of fair value of individual investment categories.
2 Recurring fair value basis determined using observable market data.
3 S e e “Note 4 – Loans.” N onrecurring fair value adjustments to collateral-dependent loans reflect full or partial write-downs that are based on current appraised values of the collateral in accordance with ASC Topic 310.
4 Fair value is measured on a nonrecurring basis in accordance with ASC Topic 360.
5 Investment in shares of mutual funds that invest primarily in CRA-qualified debt securities, reported at fair value in Other Assets. Recurring fair value basis is determined using market quotations.
Available-for-sale debt securities : Level 1 securities consist of U.S. Treasury securities. Other securities are reported at fair value utilizing Level 2 inputs. The estimated fair value of a security is determined based on market quotations when available or, if not available, by using quoted market prices for similar securities, pricing models or discounted cash flow analyses, using observable market data where available.
The Company reviews the prices supplied by independent pricing services, as well as their underlying pricing methodologies, for reasonableness and to ensure such prices are aligned with traditional pricing matrices. The fair value of collateralized loan obligations is determined from broker quotes. From time to time, the Company will validate, on a sample basis, prices supplied by the independent pricing service by comparison to prices obtained from other brokers and third-party sources or derived using internal models.
Derivative financial instruments : The Company offers interest rate swaps to certain loan customers to allow them to hedge the risk of rising interest rates on their variable rate loans. The Company originates a variable rate loan and enters into a variable-to-fixed interest rate swap with the customer. The Company also enters into an offsetting swap with a correspondent bank. These back-to-back agreements are intended to offset each other and allow the Company to originate a variable rate loan, while
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providing a contract for fixed interest payments for the customer. The fair value of these derivatives is based on a discounted cash flow approach. Due to the observable nature of the inputs used in deriving the fair value of these derivative contracts, the valuation of interest rate swaps is classified as Level 2. Other derivatives consist of interest rate floors designated as cash flow hedges. The fair values of these instruments are based upon the estimated amount the Company would receive or pay to terminate the instruments, taking into account current interest rates and, when appropriate, the current creditworthiness of the counterparties. Interest rate floors designated as cash flow hedges are classified within Level 2.
Loans held for sale : Fair values are based upon estimated values to be received from independent third party purchasers. These loans are intended for sale and the Company believes that the fair value is the best indicator of the resolution of these loans. Fair market value changes occur due to changes in interest rates, the borrower’s credit, the secondary loan market and the market for a borrower’s debt. Interest income is recorded based on the contractual terms of the loan and in accordance with the Company’s policy on loans held for investment. None of the loans were 90 days or more past due or on nonaccrual as of March 31, 2023 and December 31, 2022.
The aggregate fair value and contractual balance of loans held for sale as of March 31, 2023 and December 31, 2022 is as follows:
(In thousands) March 31, 2023 December 31, 2022
Aggregate fair value $ 2,838 $ 3,151
Contractual balance 2,765 3,071
Excess 73 80
Loans : Loans carried at fair value consist of collateral-dependent real estate loans. Fair value is based on recent real estate appraisals less estimated costs of sale. For these loans, evaluations may use either a single valuation approach or a combination of approaches, such as comparative sales, cost and/or income approach. A significant unobservable input in the income approach is the estimated capitalization rate for a given piece of collateral. At March 31, 2023, capitalization rates utilized to determine fair value of the underlying collateral averaged approximately 6.7 %. Adjustments to comparable sales may be made by an appraiser to reflect local market conditions or other economic factors and may result in changes in the fair value of an asset over time. If such adjustments are made, the fair value of these loans is considered Level 3 in the fair value hierarchy. Collateral-dependent loans measured at fair value totaled $ 71.9 million with a specific reserve of $ 16.7 million at March 31, 2023, compared to $ 10.2 million with a specific reserve of $ 2.9 million at December 31, 2022.
For loans classified as Level 3, changes included loan additions of $ 39.1 million offset by $ 1.6 million in paydowns and charge-offs for the three months ended March 31, 2023.
Other real estate owned : When appraisals are used to determine fair value and the appraisals are based on a market approach, the fair value of other real estate owned (“OREO”) is classified as a Level 2 input. When the fair value of OREO is based on appraisals which require significant adjustments to market-based valuation inputs or apply an income approach based on unobservable cash flows, the fair value of OREO is classified as Level 3.
Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company’s monthly and/or quarterly valuation process. During the three months ended March 31, 2023, there were no such transfers.
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The carrying amount and fair value of the Company’s other financial instruments that were not disclosed previously in the balance sheet and for which carrying amount is not fair value as of March 31, 2023 and December 31, 2022 is as follows:
(In thousands) Carrying Amount Quoted Prices in Active Markets for Identical Assets
(Level 1) Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3)
March 31, 2023
Financial Assets
Debt securities held-to-maturity 1
$ 737,911 $ — $ 618,776 $ —
Time deposits with other banks 3,236 — 3,000 —
Loans, net 9,923,510 — — 9,764,669
Financial Liabilities
Deposit liabilities 12,309,701 — — 12,297,399
Federal Home Loan Bank (“FHLB”) borrowings 385,000 — — 382,523
Subordinated debt, net 105,804 — 97,985 —
December 31, 2022
Debt securities held-to-maturity 1
$ 747,408 $ — $ 617,741 $ —
Time deposits with other banks 3,236 — 2,989 —
Loans, net 8,022,316 — — 7,845,375
Financial Liabilities
Deposit liabilities 9,981,595 — — 9,976,125
Federal Home Loan Bank (“FHLB”) borrowings 150,000 — — 149,450
Subordinated debt 84,533 — 82,226 —
1 See “Note 3 – Securities” for further detail of recurring fair value basis of individual investment categories.
The short maturity of Seacoast’s assets and liabilities results in having a significant number of financial instruments whose fair value equals or closely approximates carrying value. Such financial instruments are reported in the following balance sheet captions: cash and due from banks, interest bearing deposits with other banks, short-term FHLB borrowings and securities sold under agreements to repurchase.
The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value at March 31, 2023 and December 31, 2022:
Held-to-maturity debt securities : These debt securities are reported at fair value utilizing Level 2 inputs. The estimated fair value of a security is determined based on market quotations when available or, if not available, by using quoted market prices for similar securities, pricing models or discounted cash flow analyses, using observable market data where available.
The Company reviews the prices supplied by independent pricing services, as well as their underlying pricing methodologies, for reasonableness and to ensure such prices are aligned with traditional pricing matrices. From time to time, the Company will validate, on a sample basis, prices supplied by the independent pricing service by comparison to prices obtained from other brokers and third-party sources or derived using internal models.
Loans : Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type, such as commercial or mortgage. Each loan category is further segmented into fixed and adjustable-rate interest terms as well as performing and nonperforming categories. The fair value of loans is calculated by discounting scheduled cash flows through the estimated life including prepayment considerations, using estimated market discount rates that reflect the risks inherent in the loan. The fair value approach considers market-driven variables including credit related factors and reflects an “exit price” as defined in ASC Topic 820.
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Deposit liabilities : The fair value of demand deposits, savings accounts and money market deposits is the amount payable at the reporting date. The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered for funding of similar remaining maturities.
Note 11 – Business Combinations
Acquisition of Professional Holding Corp.
On January 31, 2023, the Company completed its acquisition of Professional Holding Corp. (“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 expands 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 8 th 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 $ 248.1 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 acquisition of Professional, options 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.
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Measured
(In thousands) January 31, 2023
Assets:
Cash and cash equivalents $ 141,680
Investment securities 167,059
Loans 1,991,713
Bank premises and equipment 2,478
Core deposit intangibles 48,885
Goodwill 248,091
BOLI 55,071
Other Assets 74,232
Total Assets $ 2,729,209
Liabilities:
Deposits $ 2,119,341
Subordinated debt 21,141
Other Liabilities 167,680
Total Liabilities $ 2,308,162
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 392,396 356,172
Consumer 33,656 32,153
PPP Loans 1,951 1,951
Total acquired loans $ 2,139,222 $ 1,991,713
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 ( 13,335 )
Non-credit related discount ( 12,361 )
Total PCD loans acquired $ 129,335
The acquisition of Professional resulted in the addition of $ 39.9 million in allowance for credit losses, including the $ 13.3 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.
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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 Apollo Bancshares, Inc.
On October 7, 2022, the Company completed its acquisition of Apollo Bancshares, Inc. (“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 operating costs through economies of scale, and positively affect the Company’s operating results.
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 $ 90.2 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 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.
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Measured
(In thousands) October 7, 2022
Assets:
Cash and cash equivalents $ 41,001
Investment securities 203,596
Loans 666,522
Bank premises and equipment 7,809
Core deposit intangibles 28,699
Goodwill 90,237
Other Assets 52,724
Total Assets $ 1,090,588
Liabilities:
Deposits $ 854,774
Other Liabilities 89,972
Total Liabilities $ 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.
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Acquisition of Drummond Banking Company.
On October 7, 2022, the Company completed its acquisition of Drummond Banking Company (“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 operating cost through economies of scale, and positively affect the Company’s operating results. The Company acquired 100 % of the outstanding common stock of Drummond. Under the terms of the definitive agreement, 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 $ 103.5 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. 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.
Measured
(In thousands) October 7, 2022
Assets:
Cash and cash equivalents $ 31,805
Investment securities 327,852
Loans 544,694
Bank premises and equipment 29,370
Core deposit and other intangibles 32,983
Goodwill 103,476
Other Assets 49,812
Total Assets $ 1,119,992
Liabilities:
Deposits $ 881,281
Other Liabilities 80,379
Total Liabilities $ 961,660
The table below presents information with respect to the fair value and unpaid principal balance of acquired loans at the acquisition date.
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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 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.
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 BBFC. Under the terms of the definitive 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.
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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.
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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.
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 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 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
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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 $ 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 3, 2022
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
Acquisition costs included in the Company's income statement for the three months ended March 31, 2023, and 2022 were $ 17.5 million and $ 6.7 million, respectively.
Pro-Forma Information
Pro-forma data as of March 31, 2023 and 2022 present information as if the acquisition of Professional occurred at the beginning of 2022. The pro-forma information is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have occurred if the transactions had been effected on the assumed dates.
Three Months Ended
March 31,
(In thousands, except per share data) 2023 2022
Net interest income $ 141,920 $ 105,597
Net income available to common shareholders 36,090 12,809
EPS - basic 0.43 0.17
EPS - diluted 0.42 0.17
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