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SBCF Seacoast Banking Corp. Of Florida

Filed: 12 Nov 19, 4:38pm
   

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
   
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019
OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to __________________.
Commission File No. 0-13660
 
Seacoast Banking Corporation of Florida
(Exact Name of Registrant as Specified in its Charter)
 
 Florida 59-2260678 
 
(State or Other Jurisdiction of
Incorporation or Organization
 
(I.R.S. Employer
Identification No.)
 
815 COLORADO AVENUE,STUARTFL 34994
(Address of Principal Executive Offices) (Zip Code)
 (772)287-4000 
(Registrant’s Telephone Number, Including Area Code)
    
Securities registered pursuant to Section 12(b) of the Act:  
 Title of each classTrading Symbol(s)Name of each exchange on which registered
 Common StockSBCFNasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.            Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).                            Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerAccelerated filer

Non-accelerated filer  Smaller reporting company
  Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

Common Stock, $0.10 Par Value – 51,482,029 shares as of September 30, 2019
   



INDEX
 
SEACOAST BANKING CORPORATION OF FLORIDA
 


2


Part I. FINANCIAL INFORMATION
Item 1. Financial Statements

SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
 
 Three Months Ended September 30, Nine Months Ended September 30,
(In thousands, except per share data)2019 2018 2019 2018
Interest and fees on loans$63,092
 $48,713
 $187,667
 $140,489
Interest and dividends on securities8,933
 9,807
 27,279
 29,016
Interest on interest bearing deposits and other investments800
 634
 2,591
 1,835
Total Interest Income72,825
 59,154
 217,537
 171,340
        
Interest on deposits4,334
 2,097
 13,032
 5,623
Interest on time certificates6,009
 2,975
 16,692
 7,783
Interest on borrowed money1,534
 2,520
 5,955
 6,403
Total Interest Expense11,877
 7,592
 35,679
 19,809
        
Net Interest Income60,948
 51,562
 181,858
 151,531
        
Provision for loan losses2,251
 5,774
 6,199
 9,388
        
Net Interest Income after Provision for Loan Losses58,697
 45,788
 175,659
 142,143
        
Noninterest income       
Other income14,790
 12,339
 41,678
 37,506
Securities losses, net(847) (48) (1,322) (198)
Total Noninterest Income (Note I)13,943
 12,291
 40,356
 37,308
        
Total Noninterest Expenses (Note I)38,583
 37,399
 122,682
 112,809
Income Before Income Taxes34,057
 20,680
 93,333
 66,642
Provision for income taxes8,452
 4,358
 21,770
 15,329
Net Income$25,605
 $16,322
 $71,563
 $51,313
        
Share Data       
Net income per share of common stock       
Diluted$0.49
 $0.34
 $1.38
 $1.07
Basic0.50
 0.35
 1.39
 1.09
Average common shares outstanding       
Diluted51,935
 48,029
 51,996
 47,903
Basic51,473
 47,205
 51,426
 47,108
See notes to unaudited condensed consolidated financial statements.
 



3


SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
 Three Months Ended September 30, Nine Months Ended September 30,
(In thousands)2019 2018 2019 2018
Net Income$25,605
 $16,322
 $71,563
 $51,313
Other comprehensive income (loss):       
Unrealized gains (losses) on securities available for sale5,555
 (3,548) 29,864
 (20,564)
Reclassification of unrealized losses on securities transferred to available for sale upon adoption of new accounting pronouncement
 
 (730) 
Amortization of unrealized losses on securities transferred to held to maturity, net59
 108
 202
 442
Reclassification adjustment for losses included in net income895
 
 1,538
 
(Provision) benefit for income taxes(1,468) 919
 (7,503) 5,358
Total other comprehensive income (loss)5,041
 (2,521) 23,371
 (14,764)
Comprehensive Income$30,646

$13,801
 $94,934
 $36,549
See notes to unaudited condensed consolidated financial statements.

 



4


SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
 September 30, December 31,
(In thousands, except share data)2019 2018
Assets 
  
Cash and due from banks$106,349
 $92,242
Interest bearing deposits with other banks25,911
 23,709
Total cash and cash equivalents132,260
 115,951
    
Time deposits with other banks4,579
 8,243
    
Debt securities:   
Securities available for sale (at fair value)920,811
 865,831
Securities held to maturity (fair value $276,069 at September 30, 2019 and $349,895 at December 31, 2018)273,644
 357,949
Total debt securities1,194,455
 1,223,780
    
Loans held for sale (at fair value)26,768
 11,873
    
Loans4,986,289
 4,825,214
Less: Allowance for loan losses(33,605) (32,423)
Loans, net of allowance for loan losses4,952,684
 4,792,791
    
Bank premises and equipment, net67,873
 71,024
Other real estate owned13,593
 12,802
Goodwill205,286
 204,753
Other intangible assets, net21,318
 25,977
Bank owned life insurance125,277
 123,394
Net deferred tax assets17,168
 28,954
Other assets129,384
 128,117
Total Assets$6,890,645
 $6,747,659
    
Liabilities   
Deposits$5,673,141
 $5,177,240
Securities sold under agreements to repurchase, maturing within 30 days70,414
 214,323
Federal Home Loan Bank (FHLB) borrowings50,000
 380,000
Subordinated debt71,014
 70,804
Other liabilities63,398
 41,025
Total Liabilities5,927,967
 5,883,392
    
Shareholders' Equity   
Common stock, par value $0.10 per share, authorized 120,000,000 shares, issued 51,730,773 and outstanding 51,482,029 at September 30, 2019, and authorized 120,000,000, issued 51,514,734 and outstanding 51,361,079 shares at December 31, 20185,148
 5,136
Other shareholders' equity957,530
 859,131
Total Shareholders' Equity962,678
 864,267
Total Liabilities and Shareholders' Equity$6,890,645
 $6,747,659
 See notes to unaudited condensed consolidated financial statements.


5


SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
 Nine Months Ended September 30,
(In thousands)2019 2018
Cash Flows from Operating Activities 
  
Net income$71,563
 $51,313
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation4,899
 4,691
Amortization of premiums and discounts on securities, net1,876
 2,567
Amortization of operating lease right-of-use assets3,068
 
Other amortization and accretion, net(1,914) 185
Stock based compensation5,773
 5,603
Origination of loans designated for sale(234,130) (225,929)
Sale of loans designated for sale227,711
 239,316
Provision for loan losses6,199
 9,388
Deferred income taxes4,442
 5,675
    Losses on sale of securities1,538
 
Gains on sale of loans(6,683) (7,752)
Gains on sale and write-downs of other real estate owned(279) (12)
Losses on disposition of fixed assets506
 216
Bank owned life insurance death benefits(956) 
Changes in operating assets and liabilities, net of effects from acquired companies:   
Net increase in other assets(1,585) (4,052)
Net (decrease) increase in other liabilities(6,721) 3,644
Net cash provided by operating activities75,307
 84,853
    
Cash Flows from Investing Activities   
Maturities and repayments of debt securities available for sale67,951
 107,728
Maturities and repayments of debt securities held to maturity30,382
 48,945
    Proceeds from sale of debt securities available for sale122,906
 
Purchases of debt securities available for sale(164,451) (104,650)
Maturities of time deposits with other banks3,664
 2,740
Net new loans and principal repayments(48,600) (225,570)
Purchases of loans held for investment(117,853) (19,541)
Proceeds from sale of other real estate owned5,153
 9,260
Proceeds from sale of FHLB and Federal Reserve Bank Stock46,283
 28,751
Purchase of FHLB and Federal Reserve Bank Stock(36,093) (33,681)
Proceeds from sale of Visa Class B Stock
 21,333
Proceeds from bank owned life insurance14,218
 4,232
Additions to bank premises and equipment(2,254) (3,557)
Net cash used in investing activities(78,694) (164,010)
 See notes to unaudited condensed consolidated financial statements.

 

6


SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 Nine Months Ended September 30,
(In thousands)2019 2018
Cash Flows from Financing Activities 
  
Net increase in deposits$495,901
 $50,790
Net decrease in federal funds purchased and repurchase agreements(143,909) (27,059)
Net decrease in FHLB borrowings with original maturities of three months or less(267,000) (10,000)
Repayments of FHLB borrowings with original maturities of more than three months(63,000) 
Proceeds from FHLB borrowings with original maturities of more than three months
 60,000
Stock based employee benefit plans(2,296) 1,016
Dividends paid
 
Net cash provided by financing activities19,696
 74,747
Net increase (decrease) in cash and cash equivalents16,309
 (4,410)
Cash and cash equivalents at beginning of period115,951
 109,504
Cash and cash equivalents at end of period$132,260
 $105,094
    
Supplemental disclosure of cash flow information:   
Cash paid during the period for interest$35,255
 $18,952
Cash paid during the period for taxes13,500
 9,200
New operating lease right-of-use assets29,430
 
New operating lease liabilities33,756
 
    
Supplemental disclosure of non cash investing activities:   
Transfer of debt securities from held to maturity to available for sale$52,796
 $
Transfers from loans to other real estate owned5,665
 4,271
Transfers from bank premises to other real estate owned
 2,052
See notes to unaudited condensed consolidated financial statements.
 

7


SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
            Accumulated
Other
  
  Common Stock Paid-in Retained Treasury Comprehensive  
(In thousands) Shares Amount Capital Earnings Stock Income (Loss) Total
Balance at June 30, 2019 51,461
 $5,146
 $782,928
 $143,032
 $(6,137) $5,270
 $930,239
Comprehensive income 
 
 
 25,605
 
 5,041
 30,646
Stock based compensation expense 30
 
 1,745
 
 
 
 1,745
Common stock transactions related to stock based employee benefit plans (9) 2
 (12) 
 58
 
 48
Three months ended September 30, 2019 21
 2
 1,733
 25,605
 58
 5,041
 32,439
Balance at September 30, 2019 51,482
 $5,148
 $784,661
 $168,637
 $(6,079) $10,311
 $962,678
            Accumulated
Other
  
  Common Stock Paid-in Retained Treasury Comprehensive  
(In thousands) Shares Amount Capital Earnings Stock Income (Loss) Total
Balance at June 30, 2018 47,164
 $4,716
 $665,885
 $64,790
 $(2,884) $(16,344) $716,163
Comprehensive income 
 
 
 16,322
 
 (2,521) 13,801
Stock based compensation expense 32
 
 1,980
 
 
 
 1,980
Common stock transactions related to stock based employee benefit plans 1
 3
 (9) 
 30
 
 24
Common stock issued for stock options 73
 8
 855
 
 
 
 863
Three months ended September 30, 2018 106
 11
 2,826
 16,322
 30
 (2,521) 16,668
Balance at September 30, 2018 47,270
 $4,727
 $668,711
 $81,112
 $(2,854) $(18,865) $732,831
            Accumulated
Other
  
  Common Stock Paid-in Retained Treasury Comprehensive  
(In thousands) Shares Amount Capital Earnings Stock Income (Loss) Total
Balance at December 31, 2018 51,361
 $5,136
 $778,501
 $97,074
 $(3,384) $(13,060) $864,267
Comprehensive income 
 
 
 71,563
 
 23,371
 94,934
Stock based compensation expense 30
 
 5,773
 
 
 
 5,773
Common stock transactions related to stock based employee benefit plans 62
 9
 (38) 
 (2,695) 
 (2,724)
Common stock issued for stock options 29
 3
 425
 
 
 
 428
Nine months ended September 30, 2019 121
 12
 6,160
 71,563
 (2,695) 23,371
 98,411
Balance at September 30, 2019 51,482
 $5,148
 $784,661
 $168,637
 $(6,079) $10,311
 $962,678
            Accumulated
Other
  
  Common Stock Paid-in Retained Treasury Comprehensive  
(In thousands) Shares Amount Capital Earnings Stock Income (Loss) Total
Balance at December 31, 2017 46,918
 $4,693
 $661,632
 $29,914
 $(2,359) $(4,216) $689,664
Comprehensive income 
 
 
 51,313
 
 (14,764) 36,549
Reclassification of unrealized losses on equity investment upon adoption of new accounting pronouncement 
 
 
 (115) 
 115
 
Stock based compensation expense 32
 
 5,602
 
 
 
 5,602
Common stock transactions related to stock based employee benefit plans (2) 20
 (22) 
 (495) 
 (497)
Common stock issued for stock options 322
 14
 1,499
 
 
 
 1,513
Nine months ended September 30, 2018 352
 34
 7,079
 51,198
 (495) (14,649) 43,167
Balance at September 30, 2018 47,270
 $4,727
 $668,711
 $81,112
 $(2,854) $(18,865) $732,831
 See notes to unaudited condensed consolidated financial statements.

8


SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 
Note A – Basis of Presentation
 
Basis of Presentation: The accompanying unaudited condensed 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 nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 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, 2018.
 
Adoption of new accounting pronouncements: On January 1, 2019, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-02, “Leases”, and all the related amendments (collectively, Accounting Standards Codification “ASC” Topic 842) through a cumulative-effect adjustment.

The new guidance requires a lessee to recognize at the transition date right-of-use assets ("ROUA") and lease liabilities for all operating leases. Upon adoption, the Company recognized ROUAs of $29 million and lease liabilities of $33 million. Operating lease liabilities are measured based on the present value of lease payments over the lease term. At the transition date, ROUA was determined by adjusting lease liabilities for the carrying balances of deferred rent under ASC Topic 840 Leases, cease-use liabilities under ASC Topic 420 Exit or Disposal Cost Obligations, and assets and liabilities recognized under ASC Topic 805 Business Combinations for acquired operating leases, which aggregated to $4 million.

We determine if an arrangement is a lease at the inception of a lease. ROUAs represent our right to use the underlying asset and lease liabilities represent our obligation to make lease payments for the lease term. Operating lease ROUAs and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the appropriate term and information available at commencement date in determining the present value of lease payments. The lease term may include options to extend the lease when it is reasonably certain that we will exercise that option. ROUAs and operating lease liabilities are reported in Other Assets and Other Liabilities, respectively, in the Consolidated Balance Sheet. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

The Company elected certain practical expedients offered by the FASB for all classes of leased assets. As a result, the Company has not reassessed whether existing contracts are or contain leases, nor has the Company reassessed the classification of existing leases. The Company elected not to separate lease and non-lease components and instead accounts for them as a single lease component. The Company also elected to exclude short-term leases from the recognition of ROUAs and lease liabilities. Therefore, if the lease term is equal to or less than twelve months (including the renewal options that we are reasonably certain to exercise) and we are not reasonably certain to exercise any available purchase options in the lease, we do not apply the new lease accounting guidance for those leases. The Company did not elect the hindsight practical expedient, which allows entities to use hindsight when determining lease term and impairment of ROUAs.
On January 1, 2019, we adopted ASU 2017-12 “Derivatives and Hedging" (Topic 815): Targeted Improvements to Accounting for Hedging Activities. Upon adoption, we reclassified certain debt securities from held to maturity to available for sale. The following table summarizes the impact:
  January 1, 2019
(In thousands) Amortized Cost Net Unrealized Gain (Loss) Reflected in OCI Fair Value
Private mortgage-backed securities and collateralized mortgage obligations $21,526
 $147
 $21,673
Collateralized loan obligations 32,000
 (877) 31,123
Totals $53,526
 $(730) $52,796


9


Use of Estimates: The preparation of these condensed consolidated financial statements requires management to make judgments in the application of certain of its accounting policies that involve significant estimates and assumptions. We have 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 loan losses, acquisition accounting and purchased loans, intangible assets and impairment testing, other fair value adjustments, other than temporary impairment of securities, income taxes and realization of deferred tax assets and contingent liabilities.
Note B – Recently Issued Accounting Standards, Not Yet Adopted

The following provides a brief description of accounting standards that have been issued but are not yet adopted that could have a material effect on the Company's financial statements:

ASU 2016-13, Financial Instruments –Credit Losses (Topic 326)
DescriptionIn June 2016, FASB issued guidance to replace the incurred loss model with an expected loss model, which is referred to as the current expected credit loss (CECL) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including loan receivables and held to maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (i.e. loan commitments, standby letters of credit, financial guarantees and other similar instruments).
Date of AdoptionThis amendment is effective for SEC registrants that are not Smaller Reporting Companies, including the Company, for reporting periods beginning after December 15, 2019, including interim periods within that reporting period.
Effect on the Consolidated Financial Statements
The Company continues to validate and refine the credit loss estimation techniques and related processes that have been developed under the direction of the Company's transition oversight committee. Updates to business processes and the documentation of accounting policy decisions are ongoing. A validation of the CECL model has been completed by a third party and the the Company is currently conducting parallel runs of the CECL model process. The Company expects to recognize an increase in the allowance for credit losses upon adoption, which will be recorded as a one-time cumulative adjustment to retained earnings at the adoption date, January 1, 2020. The magnitude of the increase, however, has not yet been determined.
The expected increase is primarily attributed to the impact of the new guidance on the Company’s acquired loan portfolio. For loans currently classified as purchased unimpaired (“PUL”), the CECL standard requires a reserve for expected credit losses to be established regardless of the impact of a purchase discount on the amortized cost basis. The accounting for existing PUL purchase discounts and premiums is not affected by the standard, and these will continue to accrete into interest income over the remaining lives of the loans on a level yield basis. Existing purchased credit impaired (“PCI”) loans will be classified as purchased credit deteriorated (“PCD”) loans and a reserve for expected credit losses will be established.
The impact at adoption will be influenced by the outcome of our continuing review of the model, assumptions, methodologies and judgments, and by the loan portfolio composition and by macroeconomic conditions and forecasts at the adoption date. Additionally, the CECL model could produce higher volatility in the quarterly provision for credit losses than our current reserve process.
The Company does not expect adoption of the standard to materially impact its held to maturity debt security portfolio, which is comprised of securities guaranteed either explicitly or implicitly by government sponsored entities. While available for sale (“AFS”) securities are not subject to the CECL allowance requirement, the new guidance requires the Company to record an allowance for AFS securities in an unrealized loss position if a portion of the unrealized loss is credit related. The Company does not expect a material impact to AFS securities upon adoption.


10


ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill
DescriptionIn January 2017, the FASB amended the existing guidance to simplify the goodwill impairment measurement test by eliminating Step 2. The amendment requires the Company to perform the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the fair value. Additionally, an entity should consider the tax effects from any tax deductible goodwill on the carrying amount when measuring the impairment loss.
Date of AdoptionThis amendment is effective for public business entities for reporting periods beginning after December 15, 2019, including interim periods within that reporting period. Early adoption is permitted on annual goodwill impairment tests performed after January 1, 2017.
Effect on the Consolidated Financial StatementsThe impact to the Company's consolidated financial statements from the adoption of this pronouncement is not expected to be material.


Note C – 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 both the three and nine months ended September 30, 2019, options to purchase 492,000 shares were antidilutive in each period and, accordingly, were excluded in the computation of diluted earnings per share, compared to 481,000 and 412,000 shares, respectively, for the three and nine months ended September 30, 2018.
 Three Months Ended September 30, Nine Months Ended September 30,
(Dollars in thousands, except per share data)2019 2018 2019 2018
Basic earnings per share       
Net income$25,605
 $16,322
 $71,563
 $51,313
Average common shares outstanding51,473
 47,205
 51,426
 47,108
Net income per share$0.50
 $0.35
 $1.39
 $1.09
        
Diluted earnings per share       
Net income$25,605
 $16,322
 $71,563
 $51,313
Average common shares outstanding51,473
 47,205
 51,426
 47,108
Add: Dilutive effect of employee restricted stock and stock options462
 824
 570
 795
Average diluted shares outstanding51,935
 48,029
 51,996
 47,903
Net income per share$0.49
 $0.34
 $1.38
 $1.07




11


Note D – Securities
 
The amortized cost, gross unrealized gains and losses and fair value of securities available for sale and held to maturity at September 30, 2019 and December 31, 2018 are summarized as follows:
 
 September 30, 2019
(In thousands)
Amortized
Cost
 
Gross Unrealized
Gains
 
Gross Unrealized
Losses
 
Fair
Value
Debt securities available for sale 
  
  
  
U.S. Treasury securities and obligations of U.S. government agencies$10,206
 $319
 $(1) $10,524
Mortgage-backed securities and collateralized mortgage obligations of U.S. government sponsored entities562,270
 12,096
 (520) 573,846
Private mortgage-backed securities and collateralized mortgage obligations60,809
 1,808
 (17) 62,600
Collateralized loan obligations241,387
 1
 (1,402) 239,986
Obligations of state and political subdivisions32,506
 1,349
 
 33,855
Totals$907,178
 $15,573

$(1,940)
$920,811
        
Debt securities held to maturity       
Mortgage-backed securities of U.S. government sponsored entities$273,644
 $3,930
 $(1,505) $276,069
Totals$273,644

$3,930

$(1,505)
$276,069
 
 December 31, 2018
(In thousands)
Amortized
Cost
 
Gross Unrealized
Gains
 
Gross Unrealized
Losses
 
Fair
Value
Debt securities available for sale 
  
  
  
U.S. Treasury securities and obligations of U.S. government agencies$7,200
 $106
 $(6) $7,300
Mortgage-backed securities and collateralized mortgage obligations of U.S. government sponsored entities567,753
 300
 (14,047) 554,006
Private mortgage-backed securities and collateralized mortgage obligations55,569
 560
 (401) 55,728
Collateralized loan obligations212,807
 1
 (3,442) 209,366
Obligations of state and political subdivisions39,543
 339
 (451) 39,431
Totals$882,872
 $1,306
 $(18,347) $865,831
        
Debt securities held to maturity       
Mortgage-backed securities of U.S. government sponsored entities$304,423
 $
 $(7,324) $297,099
Private mortgage-backed securities and collateralized mortgage obligations21,526
 277
 (130) 21,673
Collateralized loan obligations32,000
 
 (877) 31,123
Totals$357,949
 $277
 $(8,331) $349,895

Proceeds from sales of securities during the three and nine months ended September 30, 2019 were $49.6 million and $122.9 million, respectively. Included in "Securities losses, net" for the three months ended September 30, 2019 are gross losses of $0.9 million, and for the nine months ended September 30, 2019, are gross gains of $0.3 million and gross losses of $1.8 million. Also included in “Securities losses, net” for the three and nine months ended September 30, 2019 is an increase of $0.1 million and $0.2 million, respectively, in the value of an investment in shares of a mutual fund that invests primarily in CRA-qualified debt securities.

12



There were no sales of securities during the three and nine months ended September 30, 2018. Included in “Securities losses, net” for the three and nine months ended September 30, 2018, is a decrease of $0.1 million and $0.2 million, respectively, in the value of the CRA-qualified mutual fund investment.

On January 1, 2019, the Company adopted ASU 2017-12 and subsequently transferred held to maturity debt securities with an amortized cost basis of $53.5 million to available for sale. Those securities had unrealized losses of $0.7 million that was recorded in other comprehensive income on the date of transfer.

At September 30, 2019, debt securities with a fair value of $86.1 million were pledged as collateral for United States Treasury deposits, other public deposits and trust deposits. Debt securities with a fair value of $99.9 million were pledged as collateral for repurchase agreements.
 
The amortized cost and fair value of debt securities held to maturity and available for sale at September 30, 2019, 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.
 
 Held to Maturity Available for Sale
(In thousands)
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
Due in less than one year$
 $
 $10,047
 $10,069
Due after one year through five years
 
 134,560
 134,537
Due after five years through ten years
 
 131,057
 130,712
Due after ten years
 
 8,435
 9,047
 
 
 284,099
 284,365
Mortgage-backed securities and collateralized mortgage obligations of U.S. government sponsored entities273,644
 276,069
 562,270
 573,846
Private mortgage-backed securities and collateralized mortgage obligations
 
 60,809
 62,600
   Totals$273,644
 $276,069
 $907,178
 $920,811

 
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, using observable market data where available. The tables below indicate the fair value of debt securities with unrealized losses and the period of time for which these losses were outstanding at September 30, 2019 and December 31, 2018, respectively.
 
 September 30, 2019
 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$438
 (1) $
 $
 $438
 $(1)
Mortgage-backed securities and collateralized mortgage obligations of U.S. government sponsored entities83,139
 (383) 115,545
 (1,642) 198,684
 (2,025)
Private mortgage-backed securities and collateralized mortgage obligations8,010
 (17) 
 
 8,010
 (17)
Collateralized loan obligations118,668
 (568) 110,516
 (834) 229,184
 (1,402)
   Totals$210,255
 $(969) $226,061
 $(2,476) $436,316
 $(3,445)

13


 December 31, 2018
 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$99
 $(1) $642
 $(5) $741
 $(6)
Mortgage-backed securities and collateralized mortgage obligations of U.S. government sponsored entities200,184
 (2,235) 623,420
 (19,136) 823,604
 (21,371)
Private mortgage-backed securities and collateralized mortgage obligations20,071
 (344) 12,739
 (187) 32,810
 (531)
Collateralized loan obligations238,894
 (4,319) 
 
 238,894
 (4,319)
Obligations of state and political subdivisions19,175
 (241) 9,553
 (210) 28,728
 (451)
   Totals$478,423
 $(7,140) $646,354
 $(19,538) $1,124,777
 $(26,678)

 
The two tables above include debt securities that were transferred from available for sale into held to maturity during 2014. Those securities had unrealized losses of $3.1 million at the date of transfer, and at September 30, 2019, the unamortized balance was $0.4 million.

At September 30, 2019, the Company had $2.0 million of unrealized losses on mortgage-backed securities and collateralized mortgage obligations of government sponsored entities having a fair value of $198.7 million that were attributable to a combination of factors, including relative changes in interest rates since the time of purchase. The contractual cash flows for these securities are guaranteed by U.S. government agencies and U.S. government-sponsored enterprises. Based on the assessment of these mitigating factors, management believes that the unrealized losses on these debt security holdings are a function of changes in investment spreads and interest rate movements and not changes in credit quality. Management expects to recover the entire amortized cost basis of these securities.
 
At September 30, 2019, the Company had unrealized losses of $1.4 million on collateralized loan obligations with a fair value of $229.2 million. The collateral for these securities is first lien senior secured corporate debt. The Company holds senior tranches rated credit A or higher. Management expects to recover the entire amortized cost basis of these securities.

At September 30, 2019, the Company does not intend to sell debt securities that are in an unrealized loss position and it is not more than likely than not that the Company will be required to sell these securities before recovery of the amortized cost basis. Therefore, management does not consider any investment to be other-than-temporarily impaired at September 30, 2019.
  
Included in other assets at September 30, 2019 is $33.0 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. Also included in other assets is a $6.4 million investment in a CRA-qualified mutual fund carried at fair value.
  
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 September 27, 2019, the Company would receive 1.6228 shares of Class A stock for each share of Class B stock for a total of 18,386 shares of Visa Class A stock. Our ownership of Visa stock is related to prior ownership in Visa's network, while Visa operated as a cooperative. This ownership is recorded on our financial records at zero basis.


14


Note E – Loans
 
Information pertaining to portfolio loans, purchased credit impaired (“PCI”) loans, and purchased unimpaired loans (“PUL”) is as follows:
 
 September 30, 2019
(In thousands)Portfolio Loans PCI Loans PULs Total
Construction and land development$272,915
 $158
 $53,251
 $326,324
Commercial real estate1,709,227
 10,259
 590,881
 2,310,367
Residential real estate1,184,579
 2,364
 223,003
 1,409,946
Commercial and financial635,153
 600
 86,533
 722,286
Consumer208,425
 
 8,941
 217,366
   Totals1
$4,010,299
 $13,381
 $962,609
 $4,986,289
 
 December 31, 2018
(In thousands)Portfolio Loans PCI Loans PULs Total
Construction and land development$301,473
 $151
 $141,944
 $443,568
Commercial real estate1,437,989
 10,828
 683,249
 2,132,066
Residential real estate1,055,525
 2,718
 266,134
 1,324,377
Commercial and financial603,057
 737
 118,528
 722,322
Consumer190,207
 
 12,674
 202,881
   Totals1
$3,588,251
 $14,434
 $1,222,529
 $4,825,214
1Net loan balances as of September 30, 2019 and December 31, 2018 include deferred costs of $18.7 million and $16.9 million for each period, respectively.
 

15


 The following tables present the contractual delinquency of the recorded investment by class of loans as of:
 
 September 30, 2019
(In thousands)Current 
Accruing
30-59 Days
Past Due
 
Accruing
60-89 Days
Past Due
 
Accruing
Greater
Than
90 Days
 Nonaccrual 
Total
Financing
Receivables
Portfolio Loans 
  
  
  
  
  
Construction and land development$266,815
 $1,747
 $
 $
 $4,353
 $272,915
Commercial real estate1,702,928
 1,271
 599
 
 4,429
 1,709,227
Residential real estate1,173,158
 3,349
 182
 
 7,890
 1,184,579
Commercial and financial627,056
 4,448
 
 
 3,649
 635,153
Consumer207,467
 572
 306
 
 80
 208,425
 Total Portfolio Loans3,977,424
 11,387
 1,087
 
 20,401
 4,010,299
            
Purchased Unimpaired Loans           
Construction and land development49,682
 
 2,995
 
 574
 53,251
Commercial real estate587,865
 872
 848
 
 1,296
 590,881
Residential real estate222,383
 75
 122
 
 423
 223,003
Commercial and financial84,614
 1,362
 
 
 557
 86,533
Consumer8,796
 116
 
 
 29
 8,941
 Total PULs953,340
 2,425
 3,965
 
 2,879
 962,609
            
Purchased Credit Impaired Loans           
Construction and land development145
 
 
 
 13
 158
Commercial real estate9,314
 
 
 
 945
 10,259
Residential real estate573
 
 
 
 1,791
 2,364
Commercial and financial585
 
 
 
 15
 600
Consumer
 
 
 
 
 
 Total PCI Loans10,617
 
 
 
 2,764
 13,381
            
   Total Loans$4,941,381
 $13,812
 $5,052
 $
 $26,044
 $4,986,289

16


 
 December 31, 2018
(In thousands)Current 
Accruing
30-59 Days
Past Due
 
Accruing
60-89 Days
Past Due
 
Accruing
Greater
Than
90 Days
 Nonaccrual 
Total
Financing
Receivables
Portfolio Loans 
  
    
  
  
Construction and land development$301,348
 $97
 $
 $
 $28
 $301,473
Commercial real estate1,427,413
 3,852
 97
 141
 6,486
 1,437,989
Residential real estate1,044,375
 2,524
 525
 295
 7,806
 1,055,525
Commercial and financial594,930
 5,186
 1,661
 
 1,280
 603,057
Consumer189,061
 637
 326
 
 183
 190,207
 Total Portfolio Loans3,557,127
 12,296
 2,609
 436
 15,783
 3,588,251
            
Purchased Unimpaired Loans           
Construction and land development140,013
 1,931
 
 
 
 141,944
Commercial real estate680,060
 1,846
 
 
 1,343
 683,249
Residential real estate260,781
 1,523
 
 90
 3,740
 266,134
Commercial and financial116,173
 342
 
 
 2,013
 118,528
Consumer12,643
 
 31
 
 
 12,674
 Total PULs1,209,670
 5,642
 31
 90
 7,096
 1,222,529
            
Purchased Credit Impaired Loans           
Construction and land development135
 
 
 
 16
 151
Commercial real estate8,403
 1,034
 
 
 1,391
 10,828
Residential real estate556
 
 
 
 2,162
 2,718
Commercial and financial74
 635
 
 
 28
 737
Consumer
 
 
 
 
 
 Total PCI Loans9,168
 1,669
 
 
 3,597
 14,434
            
   Total Loans$4,775,965
 $19,607
 $2,640
 $526
 $26,476
 $4,825,214

 
The Company's Credit Risk Management also 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.
Substandard: Loans with the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
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.

Risk ratings on commercial lending facilities are re-evaluated during the annual review process at a minimum, based on the size of the aggregate exposure, and/or when there is a credit action of the existing credit exposure. The following tables present the risk category of loans by class based on the most recent analysis performed as of:
 

17


 September 30, 2019
(In thousands)Pass 
Special
Mention
 Substandard Doubtful Total
Construction and land development$316,636
 $4,559
 $5,129
 $
 $326,324
Commercial real estate2,260,472
 27,838
 21,736
 321
 2,310,367
Residential real estate1,386,760
 3,978
 19,208
 
 1,409,946
Commercial and financial703,565
 10,436
 7,135
 1,150
 722,286
Consumer212,955
 3,417
 994
 
 217,366
   Totals$4,880,388
 $50,228
 $54,202
 $1,471
 $4,986,289
 
 December 31, 2018
(In thousands)Pass 
Special
Mention
 Substandard Doubtful Total
Construction and land development$428,044
 $10,429
 $5,095
 $
 $443,568
Commercial real estate2,063,589
 41,429
 27,048
 
 2,132,066
Residential real estate1,296,634
 3,654
 24,089
 
 1,324,377
Commercial and financial707,663
 8,387
 6,247
 25
 722,322
Consumer198,367
 3,397
 1,117
 
 202,881
   Totals$4,694,297
 $67,296
 $63,596
 $25
 $4,825,214

 
PCI Loans
 
PCI loans are accounted for pursuant to ASC Topic 310-30. The excess of cash flows expected to be collected over the estimated fair value is referred to as the accretable yield and is recognized in interest income over the remaining life of the loan in situations where there is a reasonable expectation about the timing and amount of cash flows expected to be collected. The difference between the contractually required payments and the cash flows expected to be collected at acquisition, considering the impact of prepayments, is referred to as the non-accretable difference.
 
The table below summarizes the changes in accretable yield on PCI loans for the periods ended:
 
 Three Months Ended September 30, Nine Months Ended September 30,
(In thousands)2019 2018 2019 2018
Beginning balance$2,344
 $3,189
 $2,822
 $3,699
Additions
 
 
 
Deletions
 
 
 (43)
Accretion(287) (284) (1,336) (989)
Reclassification from non-accretable difference62
 
 633
 238
Ending balance$2,119
 $2,905
 $2,119
 $2,905

 
Troubled Debt Restructured Loans
 
The Company’s Troubled Debt Restructuring (“TDR”) concessions granted to certain borrowers generally do not include forgiveness of principal balances, but may include interest rate reductions, an extension of the amortization period and/or converting the loan to interest only for a limited period of time. Loan modifications are not reported in calendar years after modification if the loans were modified at an interest rate equal to the yields of new loan originations with comparable risk and the loans are performing based on the terms of the restructured agreements. Most loans prior to modification were classified as impaired and the allowance for loan losses is determined in accordance with Company policy.

During the three and nine months ended September 30, 2019, there were 3 loans totaling $1.6 million and 7 loans totaling $4.0 million, respectively, modified in a TDR. There were 3 defaults totaling $2.1 million of loans to a single borrower modified in TDRs within the twelve months preceding September 30, 2019. During the three and nine months ended September 30, 2018 there was 1 loan totaling $0.1 million modified in a TDR. There was 1 loan that defaulted which had been modified in a TDR of $0.1 million during the t

18


welve months preceding September 30, 2018. The Company considers a loan to have defaulted when it becomes 90 days or more delinquent under the modified terms, has been transferred to nonaccrual status, or has been transferred to other real estate owned. A defaulted TDR is generally placed on nonaccrual and a specific allowance for loan loss is assigned in accordance with the Company’s policy.
 
Impaired Loans
 
Loans are considered impaired if they are 90 days or more past due, in nonaccrual status, or are TDRs. As of September 30, 2019 and December 31, 2018, the Company’s recorded investment in impaired loans, excluding PCI loans, the unpaid principal balance and related valuation allowance was as follows:
 
 September 30, 2019
(In thousands)
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Valuation
Allowance
Impaired Loans with No Related Allowance Recorded: 
  
  
Construction and land development$4,972
 $5,169
 $
Commercial real estate6,222
 7,649
 
Residential real estate9,727
 14,223
 
Commercial and financial3,407
 4,406
 
Consumer118
 131
 
Impaired Loans with an Allowance Recorded:     
Construction and land development98
 114
 16
Commercial real estate4,223
 4,223
 247
Residential real estate4,888
 5,035
 517
Commercial and financial1,948
 1,963
 727
Consumer229
 245
 57
Total Impaired Loans     
Construction and land development5,070
 5,283
 16
Commercial real estate10,445
 11,872
 247
Residential real estate14,615
 19,258
 517
Commercial and financial5,355
 6,369
 727
Consumer347
 376
 57
       Totals$35,832
 $43,158
 $1,564
 

19


 December 31, 2018
(In thousands)
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Valuation
Allowance
Impaired Loans with No Related Allowance Recorded: 
  
  
Construction and land development$15
 $229
 $
Commercial real estate3,852
 5,138
 
Residential real estate13,510
 18,111
 
Commercial and financial1,191
 1,414
 
Consumer280
 291
 
Impaired Loans with an Allowance Recorded:     
Construction and land development196
 211
 22
Commercial real estate9,786
 12,967
 369
Residential real estate5,537
 5,664
 805
Commercial and financial2,131
 2,309
 1,498
Consumer202
 211
 34
Total Impaired Loans     
Construction and land development211
 440
 22
Commercial real estate13,638
 18,105
 369
Residential real estate19,047
 23,775
 805
Commercial and financial3,322
 3,723
 1,498
Consumer482
 502
 34
       Totals$36,700
 $46,545
 $2,728

 
Impaired loans also include TDRs where concessions have been granted to borrowers who have experienced financial difficulty. At September 30, 2019 and at December 31, 2018, accruing TDRs totaled $12.4 million and $13.3 million, respectively.
 
Average impaired loans for the three months ended September 30, 2019 and 2018 were $35.1 million and $38.1 million, respectively. Average impaired loans for the nine months ended September 30, 2019 and 2018 were $35.5 million and $34.5 million, respectively. The impaired loans were measured for impairment based on the value of underlying collateral or the present value of expected future cash flows discounted at the loan’s effective interest rate. The valuation allowance is included in the allowance for loan losses.
 
Interest payments received on impaired loans are recorded as interest income unless collection of the remaining recorded investment is doubtful, at which time payments received are recorded as reductions in principal. For the three months ended September 30, 2019 and 2018, the Company recorded interest income on impaired loans of $0.7 million and $0.5 million, respectively. For the nine months ended September 30, 2019 and 2018, the Company recorded interest income on impaired loans of $1.5 million and $1.4 million, respectively.
 
For impaired loans whose impairment is measured based on the present value of expected future cash flows, interest income represents the change in present value attributable to the passage of time, and totaled $40,000 and $36,000, respectively, for the three months ended September 30, 2019 and 2018, and $102,000 and $157,000, respectively, for the nine months ended September 30, 2019 and 2018.


20


Note F – Allowance for Loan Losses
 
Activity in the allowance for loan losses for the three and nine month periods ended September 30, 2019 and 2018 is summarized as follows:
 
 Three Months Ended September 30, 2019
(In thousands)
Beginning
Balance
 
Provision
for Loan
Losses
 
Charge-
Offs
 Recoveries 
TDR
Allowance
Adjustments
 
Ending
Balance
Construction & land development$2,243
 $(395) $
 $6
 $
 $1,854
Commercial real estate11,870
 1,368
 (232) 10
 (19) 12,997
Residential real estate7,508
 87
 (38) 52
 (20) 7,589
Commercial and financial8,912
 769
 (1,625) 295
 
 8,351
Consumer2,972
 422
 (697) 118
 (1) 2,814
Totals$33,505

$2,251

$(2,592)
$481

$(40)
$33,605

 Three Months Ended September 30, 2018
(In thousands)
Beginning
Balance
 
Provision
for Loan
Losses
 
Charge-
Offs
 Recoveries 
TDR
Allowance
Adjustments
 
Ending
Balance
Construction & land development$2,287
 $(221) $
 $3
 $
 $2,069
Commercial real estate9,126
 4,191
 (1) 18
 (16) 13,318
Residential real estate8,850
 (1,279) (6) 99
 (19) 7,645
Commercial and financial7,102
 1,739
 (842) 163
 
 8,162
Consumer1,559
 1,344
 (296) 65
 (1) 2,671
Totals$28,924

$5,774

$(1,145)
$348

$(36)
$33,865
 
 Nine Months Ended September 30, 2019
(In thousands)
Beginning
Balance
 
Provision
for Loan
Losses
 
Charge-
Offs
 Recoveries 
TDR
Allowance
Adjustments
 
Ending
Balance
Construction & land development$2,233
 $(391) $
 $13
 $(1) $1,854
Commercial real estate11,112
 1,560
 (248) 622
 (49) 12,997
Residential real estate7,775
 (276) (102) 242
 (50) 7,589
Commercial and financial8,585
 3,736
 (4,450) 480
 
 8,351
Consumer2,718
 1,570
 (1,915) 443
 (2) 2,814
Totals$32,423
 $6,199
 $(6,715) $1,800
 $(102) $33,605

 Nine Months Ended September 30, 2018
(In thousands)
Beginning
Balance
 
Provision
for Loan
Losses
 
Charge-
Offs
 Recoveries 
TDR
Allowance
Adjustments
 
Ending
Balance
Construction & land development$1,642
 $414
 $
 $13
 $
 $2,069
Commercial real estate9,285
 3,826
 (15) 268
 (46) 13,318
Residential real estate7,131
 (78) (33) 733
 (108) 7,645
Commercial and financial7,297
 3,639
 (2,985) 211
 
 8,162
Consumer1,767
 1,587
 (931) 251
 (3) 2,671
Totals$27,122
 $9,388
 $(3,964) $1,476
 $(157) $33,865


21


The allowance for loan losses is comprised of specific allowances for certain impaired loans and general allowances grouped into loan pools based on similar characteristics. The Company’s loan portfolio, excluding PCI loans, and related allowance at September 30, 2019 and December 31, 2018 is shown in the following tables:
 
 September 30, 2019
 Individually Evaluated for Impairment Collectively Evaluated for Impairment Total
(In thousands)
Recorded
Investment
 
Associated
Allowance
 
Recorded
Investment
 
Associated
Allowance
 
Recorded
Investment
 
Associated
Allowance
Construction & land development$5,070
 $16
 $321,096
 $1,838
 $326,166
 $1,854
Commercial real estate10,445
 247
 2,289,663
 12,750
 2,300,108
 12,997
Residential real estate14,615
 517
 1,392,967
 7,072
 1,407,582
 7,589
Commercial and financial5,355
 727
 716,331
 7,624
 721,686
 8,351
Consumer347
 57
 217,019
 2,757
 217,366
 2,814
Totals$35,832

$1,564

$4,937,076

$32,041

$4,972,908

$33,605
 December 31, 2018
 Individually Evaluated for Impairment Collectively Evaluated for Impairment 
 Total
(In thousands)
Recorded
Investment
 
Associated
Allowance
 
Recorded
Investment
 
Associated
Allowance
 
Recorded
Investment
 
Associated
Allowance
Construction & land development$211
 $22
 $443,206
 $2,211
 $443,417
 $2,233
Commercial real estate13,638
 369
 2,107,600
 10,743
 2,121,238
 11,112
Residential real estate19,047
 805
 1,302,612
 6,970
 1,321,659
 7,775
Commercial and financial3,322
 1,498
 718,263
 7,087
 721,585
 8,585
Consumer482
 34
 202,399
 2,684
 202,881
 2,718
Totals$36,700

$2,728

$4,774,080

$29,695

$4,810,780

$32,423

 
Loans collectively evaluated for impairment reported at September 30, 2019 included acquired loans that are not PCI loans. At September 30, 2019, the remaining fair value adjustments for PUL loans was approximately $36.3 million, or approximately 3.8% of the outstanding aggregate PUL balances. At December 31, 2018, the remaining fair value adjustments for PUL loans was approximately $47.0 million, or 3.9% of the outstanding aggregate PUL balances. These amounts are accreted into interest income over the remaining lives of the related loans on a level yield basis.
 
The table below summarizes PCI loans that were individually evaluated for impairment based on expected cash flows at September 30, 2019 and December 31, 2018:
 
 September 30, 2019 December 31, 2018
 PCI Loans Individually Evaluated for Impairment
(In thousands)Recorded Investment Associated Allowance Recorded Investment Associated Allowance
Construction & land development$158
 $
 $151
 $
Commercial real estate10,259
 
 10,828
 
Residential real estate2,364
 
 2,718
 
Commercial and financial600
 
 737
 
Consumer
 
 
 
Totals$13,381

$

$14,434

$



22


Note G – 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 obligated to provide additional collateral in the event of a significant decline in fair value of collateral pledged. Company securities sold under agreements to repurchase and securities pledged were as follows by collateral type and maturity as of: 

(In thousands)September 30, 2019 December 31, 2018
Fair value of pledged securities - overnight and continuous:   
Mortgage-backed securities and collateralized mortgage obligations of U.S. government sponsored entities$99,881
 $246,829


Note H – Lease Commitments

The Company is the lessee in various noncancellable operating leases for land, buildings, and equipment. Certain leases contain provisions for variable lease payments that are linked to the consumer price index. Lease cost for the three and nine months ended September 30, 2019 consists of:

(In thousands) Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019
Operating lease cost $1,385
 $4,174
Variable lease cost 305
 901
Short-term lease cost 154
 574
Sublease income (179) (440)
Total lease cost $1,665
 $5,209


The following table provides supplemental information related to leases as of and for the nine months ended September 30, 2019:

(In thousands, except for weighted average data) September 30, 2019
Operating lease right-of-use assets $26,355
Operating lease liabilities 30,381
Cash paid for amounts included in the measurement of operating lease liabilities 4,445
Right-of-use assets obtained in exchange for new operating lease obligations 353
Weighted average remaining lease term for operating leases 9 years
Weighted average discount rate for operating leases 4.71%


The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If, at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company includes the extended term in the calculation of the lease liability. Maturities of lease liabilities as of September 30, 2019 are as follows:


23


Twelve Months Ended September 30, (In thousands)
2020 $5,765
2021 4,768
2022 4,493
2023 3,601
2024 3,542
Thereafter 15,360
Total undiscounted cash flows 37,529
Less: Net present value adjustment (7,148)
Total $30,381


Note I – Noninterest Income and Expense
 
Details of noninterest income and expenses for the three and nine months ended September 30, 2019 and 2018 are as follows:
 
 Three Months Ended September 30, Nine Months Ended September 30,
(In thousands)2019 2018 2019 2018
Noninterest income 
  
    
Service charges on deposit accounts$2,978
 $2,833
 $8,569
 $8,179
Trust fees1,183
 1,083
 3,347
 3,143
Mortgage banking fees2,127
 1,135
 4,976
 3,873
Brokerage commissions and fees449
 444
 1,426
 1,264
Marine finance fees152
 194
 715
 1,213
Interchange income3,206
 3,119
 10,012
 9,137
BOLI income928
 1,078
 2,770
 3,200
SBA gains569
 473
 1,896
 1,955
Other income3,198
 1,980
 7,967
 5,542
 14,790
 12,339
 41,678
 37,506
  Securities losses, net(847) (48) (1,322) (198)
  Total$13,943
 $12,291
 $40,356
 $37,308
        
Noninterest expense       
Salaries and wages$18,640
 $17,129
 $56,566
 $48,939
Employee benefits2,973
 3,205
 10,374
 9,320
Outsourced data processing costs3,711
 3,493
 11,432
 10,565
Telephone/data lines603
 624
 2,307
 1,879
Occupancy3,368
 3,214
 10,916
 9,647
Furniture and equipment1,528
 1,367
 4,829
 4,292
Marketing933
 1,139
 3,276
 3,735
Legal and professional fees1,648
 2,019
 6,528
 6,293
FDIC assessments56
 431
 881
 1,624
Amortization of intangibles1,456
 1,004
 4,370
 2,997
Foreclosed property expense and net (gain)/loss on sale262
 (136) 48
 461
Other3,405
 3,910
 11,155
 13,057
   Total$38,583
 $37,399
 $122,682
 $112,809



24


Note J – Equity Capital
 
The Company is well capitalized and at September 30, 2019, 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 K – 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.
 
Note L – Fair Value
 
Under ASC Topic 820, fair value measurements for items measured at fair value on a recurring and nonrecurring basis at September 30, 2019 and December 31, 2018 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)
September 30, 2019 
  
  
  
Available for sale debt securities1
$920,811
 $100
 $920,711
 $
Loans held for sale2
26,768
 
 26,768
 
Loans3
4,606
 
 1,737
 2,869
Other real estate owned4
13,593
 
 241
 13,352
Equity securities5
6,422
 6,422
 
 
        
December 31, 2018       
Available for sale debt securities1
$865,831
 $100
 $865,731
 $
Loans held for sale2
11,873
 
 11,873
 
Loans3
8,590
 
 2,290
 6,300
Other real estate owned4
12,802
 
 297
 12,505
Equity securities5
6,205
 6,205
 
 
1See Note D for further detail of fair value of individual investment categories.
2Recurring fair value basis determined using observable market data.
3See Note E. Nonrecurring fair value adjustments to loans identified as impaired reflect full or partial write-downs that are based on the loan’s observable market price or current appraised value of the collateral in accordance with ASC Topic 310.
4Fair value is measured on a nonrecurring basis in accordance with ASC Topic 360.
5An investment in shares of a mutual fund that invests 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: U.S. Treasury securities are reported at fair value utilizing Level 1 inputs. 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.


25


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. 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 September 30, 2019 and December 31, 2018. The aggregate fair value and contractual balance of loans held for sale as of September 30, 2019 and December 31, 2018 is as follows:
 
(In thousands)September 30, 2019 December 31, 2018
Aggregate fair value$26,768
 $11,873
Contractual balance25,803
 11,562
Excess965
 311

 
Loans: Level 2 loans consist of impaired real estate loans which are collateral dependent. Fair value is based on recent real estate appraisals less estimated costs of sale. For residential real estate impaired loans, appraised values or internal evaluations are based on the comparative sales approach. Level 3 loans consist of commercial and commercial real estate impaired loans. 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 September 30, 2019, the capitalization rates utilized to determine fair value of the underlying collateral averaged approximately 7.6%. 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. As such, the fair value of these impaired loans is considered level 3 in the fair value hierarchy. Impaired loans measured at fair value total $4.6 million with a specific reserve of $1.6 million at September 30, 2019, compared to $8.6 million with a specific reserve of $2.7 million at December 31, 2018.
 
For loans classified as level 3, changes included loans migrating to OREO of $4.6 million and paydowns and chargeoffs of $1.5 million, offset by additions of $2.7 million for the nine months ended September 30, 2019.
 
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.
 
For OREO classified as level 3 during the nine months ended September 30, 2019, changes included additions of foreclosed loans of $5.5 million, offset by sales of $4.3 million and writedowns of $0.4 million.
 
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 quarter-end valuation process. There were no such transfers for loans and OREO classified as level 3 during the nine months ended September 30, 2019 and 2018.

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 September 30, 2019 and December 31, 2018 is as follows:
 

26


(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)
September 30, 2019        
Financial Assets        
Debt securities held to maturity1
 $273,644
 $
 $276,069
 $
Time deposits with other banks 4,579
 
 
 4,473
Loans, net 4,948,078
 
 
 4,961,833
Financial Liabilities        
Deposit liabilities 5,673,141
 
 
 5,672,972
Federal Home Loan Bank (FHLB) borrowings 50,000
 
 
 49,996
Subordinated debt 71,014
 
 61,160
 
         
December 31, 2018        
Financial Assets        
Debt securities held to maturity1
 $357,949
 $
 $349,895
 $
Time deposits with other banks 8,243
 
 
 8,132
Loans, net 4,784,201
 
 
 4,835,248
Financial Liabilities        
Deposit liabilities 5,177,240
 
 
 5,172,098
Federal Home Loan Bank (FHLB) borrowings 380,000
 
 
 380,027
Subordinated debt 70,804
 
 61,224
 
1See Note D for further detail 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, and securities sold under agreements to repurchase, maturing within 30 days.
 
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 September 30, 2019 and December 31, 2018:

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. 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.
 
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 820.


27


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 M – Business Combinations

 Acquisition of First Green Bancorp, Inc.
 
On October 19, 2018, the Company completed its acquisition of First Green Bancorp, Inc (“First Green”). Simultaneously, upon completion of the merger of First Green and the Company, First Green's wholly owned subsidiary bank, First Green Bank, was merged with and into Seacoast Bank. Prior to the acquisition, First Green operated 7 branches in the Orlando, Daytona, and Fort Lauderdale markets.
 
As a result of this acquisition, the Company expects to enhance its presence in the Orlando, Daytona, and Fort Lauderdale markets, expand its customer base and leverage operating cost through economies of scale, and positively affect the Company’s operating results to the extent the Company earns more from interest earning assets than it pays in interest on its interest bearing liabilities.
 
The Company acquired 100% of the outstanding common stock of First Green. Under the terms of the definitive agreement, each share of First Green common stock was converted into the right to receive 0.7324 shares of Seacoast common stock.
 
(In thousands, except per share data) October 19, 2018
Shares exchanged for cash $5,462
Per share exchange ratio 0.7324
Number of shares of common stock issued 4,000
Multiplied by common stock price per share on October 19, 2018 $26.87
Value of common stock issued 107,486
Cash paid for First Green vested stock options 6,558
Total purchase price $114,044

 
The acquisition of First Green was accounted for under the acquisition method in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $56.7 million for this acquisition that is nondeductible for tax purposes. Determining fair values of assets and liabilities, especially the loan portfolio, core deposit intangibles, and deferred taxes, is a complicated process involving significant judgment regarding methods and assumptions used to calculate estimated fair values. The adjustments reflected in the table below are the result of information obtained subsequent to the initial measurement.
 
(In thousands) Initially Measured October 19, 2018 
Measurement
Period
Adjustments
 As Adjusted October 19, 2018
Assets:  
  
  
Cash $29,434
 $
 $29,434
Investment securities 32,145
 
 32,145
Loans, net 631,497
 
 631,497
Fixed assets 16,828
 
 16,828
Other real estate owned 410
 
 410
Core deposit intangibles 10,170
 (678) 9,492
Goodwill 56,198
 532
 56,730
Other assets 40,669
 181
 40,850
   Totals $817,351
 $35
 $817,386
Liabilities:      
Deposits $624,289
 $
 $624,289
Other liabilities 79,018
 35
 79,053
   Totals $703,307
 $35
 $703,342


28


 The table below presents information with respect to the fair value of acquired loans, as well as their unpaid principal balance (“Book Balance”) at acquisition date.
 
  October 19, 2018
(In thousands) Book Balance Fair Value
Loans:  
  
Single family residential real estate $101,674
 $101,119
Commercial real estate 437,767
 406,613
Construction/development/land 61,195
 58,385
Commercial loans 56,288
 54,973
Consumer and other loans 9,156
 8,942
Purchased Credit Impaired 2,136
 1,465
Total acquired loans $668,216
 $631,497

 
For the loans acquired we first segregated all acquired loans with specifically identified credit deficiency factors. The factors we considered to identify loans as PCI loans were all acquired loans that were nonaccrual, 60 days or more past due, designated as TDR, graded “special mention” or “substandard.” These loans were then evaluated to determine estimated fair values as of the acquisition date. As required by generally accepted accounting principles, we are accounting for these loans pursuant to ASC Topic 310-30. The table below summarizes the total contractually required principal and interest cash payments, management’s estimate of expected total cash payments and fair value of the loans as of October 19, 2018 for PCI loans. Contractually required principal and interest payments have been adjusted for estimated prepayments.
(In thousands) October 19, 2018
Contractually required principal and interest $2,136
Non-accretable difference (671)
Cash flows expected to be collected 1,465
Accretable yield 
Total purchased credit-impaired loans acquired $1,465

 
Loans without specifically identified credit deficiency factors are referred to as PULs for disclosure purposes. These loans were then evaluated to determine estimated fair values as of the acquisition date. Although no specific credit deficiencies were identifiable, we believe there is an element of risk as to whether all contractual cash flows will be eventually received. Factors that were considered included the economic environment both nationally and locally as well as the real estate market particularly in Florida. We have applied ASC Topic 310-20 accounting treatment to the PULs.
 
The Company believes the deposits assumed from 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.
 
Pro-Forma Information
 
Pro-forma data for the three and nine months ended September 30, 2018 presents information as if the acquisition of First Green occurred at the beginning of 2018, as follows:
 
(In thousands, except per share amounts) Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018
Net interest income $59,670
 $174,416
Net income 21,070
 64,440
EPS - basic $0.41
 $1.26
EPS - diluted 0.40
 1.24


29


Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The purpose of this discussion and analysis is to aid in understanding significant changes in the financial condition of Seacoast Banking Corporation of Florida and its subsidiaries (the “Company”) and their results of operations. Nearly all of the Company’s operations are contained in its banking subsidiary, Seacoast National Bank (“Seacoast Bank” or the “Bank”). Such discussion and analysis should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and the related notes included in this report.

The emphasis of this discussion will be on the three and nine months ended September 30, 2019 compared to the three and nine months ended September 30, 2018 for the consolidated statements of income. For the consolidated balance sheets, the emphasis of this discussion will be the balances as of September 30, 2019 compared to December 31, 2018.

This discussion and analysis contains statements that may be considered “forward-looking statements” as defined in, and subject to the protections of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. See the following section for additional information regarding forward-looking statements.

For purposes of the following discussion, the words the “Company”, “we”, “us”, and “our” refer to the combined entities of Seacoast Banking Corporation of Florida and its direct and indirect wholly owned subsidiaries.

Special Cautionary Notice Regarding Forward-Looking Statements
 
Certain statements made or incorporated by reference herein which are not statements of historical fact, including those under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere herein, are “forward-looking statements” within the meaning and protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance or achievements of Seacoast Banking Corporation of Florida (“Seacoast” or the “Company”) or its wholly-owned banking subsidiary, Seacoast National Bank ("Seacoast Bank") to be materially different from those set forth in the forward-looking statements.
 
All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may”, “will”, “anticipate”, “assume”, “should”, “support”, “indicate”, “would”, “believe”, “contemplate”, “expect”, “estimate”, “continue”, “further”, “plan”, “point to”, “project”, “could”, “intend”, “target” or other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation:
the effects of current and future economic, business and market conditions in the United States generally or in the communities we serve;
changes in governmental monetary and fiscal policies, including interest rate policies of the Board of Governors of the Federal Reserve System (the “Federal Reserve”);
legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by our regulators, including those associated with the Dodd Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and changes in the scope and cost of Federal Deposit Insurance Corporation (“FDIC”) insurance and other coverage;
changes in accounting policies, rules and practices and applications or determinations made thereunder, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board (the “FASB”), the Securities and Exchange Commission (the “Commission” or “SEC”), and the Public Company Accounting Oversight Board (the “PCAOB”);
the risks of changes in interest rates on the levels, composition and costs of deposits, including the risk of losing customer checking and savings account deposits as customers pursue other, high-yield investments, which could increase our funding costs;
the risks of changes in interest rates on loan demand, and the values and liquidity of loan collateral, debt securities, and interest sensitive assets and liabilities;
changes in borrower credit risks and payment behaviors;
changes in the availability and cost of credit and capital in the financial markets;

30


changes in the prices, values and sales volumes of residential and commercial real estate in the United States and in the communities we serve, which could impact write-downs of assets, our ability to liquidate non-performing assets, realized losses on the disposition of non-performing assets and increased credit losses;
our ability to comply with any requirements imposed on us or our banking subsidiary, Seacoast Bank, by regulators and the potential negative consequences that may result;
the effects of problems encountered by other financial institutions that adversely affect us or the banking industry generally that could require us to change certain business practices, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses;
our concentration in commercial real estate loans;
the failure of assumptions and estimates, as well as differences in, and changes to, economic, market and credit conditions, including changes in borrowers’ credit risks and payment behaviors from those used in our loan portfolio stress test;
the effects of competition from a wide variety of local, regional, national and other traditional and non-traditional providers of financial, investment and insurance services;
the failure of assumptions and estimates underlying the establishment of reserves for possible loan losses and other estimates;
the impact on the valuation of our investments due to market volatility or counterparty payment risk;
statutory and regulatory restrictions on our ability to pay dividends to our shareholders;
any applicable regulatory limits on Seacoast Bank’s ability to pay dividends to us;
increases in regulatory capital requirements for banking organizations generally, which may adversely affect our ability to expand our business or could cause us to shrink our business;
the risks of mergers, acquisitions and divestitures, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions;
our ability to continue to identify acquisition targets and successfully acquire desirable financial institutions to sustain our growth, to expand our presence in our markets and to enter new markets;
changes in technology or products that may be more difficult, costly, or less effective than anticipated;
our ability to identify and address increased cybersecurity risks, including data security breaches, malware, "denial of service" attacks, "hacking", and identity theft, a failure of which could result in potential business disruptions or financial losses;
inability of our risk management framework to manage risks associated with our business such as credit risk and operational risk, including third party vendors and other service providers;
dependence on key suppliers or vendors to obtain equipment or services for our business on acceptable terms;
reduction in or the termination of our ability to use the mobile-based platform that is critical to our business growth strategy, including a failure in or breach of our operational or security systems or those of its third party service providers;
the effects of war or other conflicts, acts of terrorism, natural disasters or other catastrophic events that may affect general economic conditions;
unexpected outcomes of, and the costs associated with, existing or new litigation involving us;
our ability to maintain adequate internal controls over financial reporting;
potential claims, damages, penalties, fines and reputational damage resulting from pending or future litigation, regulatory proceedings and enforcement actions;
the risks that our deferred tax assets could be reduced if estimates of future taxable income from our operations and tax planning strategies are less than currently estimated and sales of our capital stock could trigger a reduction in the amount of net operating loss carryforwards that we may be able to utilize for income tax purposes; and
other factors and risks described under “Risk Factors” herein and in any of our subsequent reports filed with the SEC and available on its website at www.sec.gov.
All written or oral forward-looking statements that are made by us or are attributable to us are expressly qualified in their entirety by this cautionary notice. We assume no obligation to update, revise or correct any forward-looking statements that are made from time to time, either as a result of future developments, new information or otherwise, except as may be required by law.


31


Third Quarter 2019
Vision 2020 Update
We remain confident in our ability to achieve our Vision 2020 targets announced in 2017.
 Vision 2020 Targets
Return on Tangible Assets1.30% +
Return on Tangible Common Equity16% +
Efficiency RatioBelow 50%
Since announcing our Vision 2020 targets in February 2017, we have achieved a compounded annual growth rate in tangible book value per share of 13%, steadily building shareholder value.
Results of Operations
  
Third Quarter 2019 Results and Year to Date Results
 
For the third quarter of 2019, the Company reported net income of $25.6 million, or $0.49 per average common diluted share, compared to $23.3 million, or $0.45, for the prior quarter and $16.3 million, or $0.34, for the third quarter of 2018. For the nine months ended September 30, 2019, net income was $71.6 million, or $1.38 per average common diluted share, compared to $51.3 million, or $1.07, for the nine months ended September 30, 2018. Adjusted net income1 for the third quarter of 2019 totaled $27.7 million, or $0.53, per average common diluted share, compared to $25.8 million, or $0.50, for the prior quarter and $17.6 million, or $0.37, for the third quarter of 2018. For the nine months ended September 30, 2019, adjusted net income1 was $77.8 million, or $1.50 per average common diluted share, compared to $55.2 million, or $1.15, for the nine months ended September 30, 2018.

  Third Second Third Nine Months Ended
  Quarter Quarter Quarter September 30,
  2019 2019 2018 2019 2018
Return on average tangible assets 1.61% 1.50% 1.18% 1.53% 1.25%
Return on average tangible shareholders' equity 14.73
 14.30
 12.04
 14.63
 13.14
Efficiency ratio 48.62
 53.48
 57.04
 52.85
 57.75
           
Adjusted return on average tangible assets1
 1.67% 1.59% 1.22% 1.59% 1.29%
Adjusted return on average tangible shareholders' equity1
 15.30
 15.17
 12.43
 15.20
 13.54
Adjusted efficiency ratio1
 48.96
 51.44
 56.29
 52.05
 56.88
1Non-GAAP measure - see "Explanation of Certain Unaudited Non-GAAP Financial Measures" for more information and a reconciliation to GAAP.

For the nine months ended September 30, 2019, our adjusted return on average tangible assets1 and adjusted return on average tangible shareholders' equity1 improved when compared to the same period in the prior year. This improvement is the result of higher adjusted net income1 in the current year to date period, partially offset by higher tangible assets and higher tangible shareholders' equity. The improvement in the efficiency ratios reflects our disciplined expense control and focus on increasing net revenue (interest and noninterest income combined).

Net Interest Income and Margin
 
Net interest income (on a fully taxable equivalent basis) for the third quarter of 2019 totaled $61.0 million, increasing $0.8 million, or 1%, during the quarter compared to the second quarter of 2019, and increasing $9.3 million, or 18%, compared to the third quarter of 2018. Net interest margin was 3.89% in the third quarter 2019, compared to 3.94% in the second quarter 2019 and 3.82% in the third quarter of 2018. For the third quarter of 2019, the yield on loans contracted 10 basis points, the yield on securities contracted 4 basis points, and the cost of deposits decreased 3 basis points, compared to the second quarter of 2019 results. The impact on net interest margin from accretion of purchase discounts on acquired loans was 25 basis points in the third quarter of 2019 compared to 27 basis points in the second quarter of 2019 and 18 basis points in the third quarter of 2018. The Federal Reserve reduced the overnight rate twice by 25 basis points during the third quarter of 2019 and the 10-year treasury rate fell by approximately 30 basis points, resulting in lower new earning asset yields and further declines in our variable rate earning asset portfolios. This was partially offset by our success in lowering the cost of funding, the result of our focus on maintaining deposit pricing discipline.

32



For the nine months ended September 30, 2019, net interest income (on a fully taxable equivalent basis) totaled $182.1 million, an increase of $30.3 million, or 20%, compared to the nine months ended September 30, 2018. For the nine months ended September 30, 2019 and 2018, net interest margin was 3.95% and 3.79%, respectively. For the nine months ended September 30, 2019 compared to 2018, net interest income (on a fully taxable equivalent basis) and the net interest margin continued to benefit from a positive remixing of interest earning assets as well as actions taken to migrate funding towards lower rate deposit balances over the past twelve months. Net interest margin improved 16 basis points for the nine months ended September 30, 2019, compared to the same period in 2018. Our loan and debt securities yields were 38 and 17 basis points higher, respectively, while our cost of deposits was higher by 34 basis points when comparing the same nine-month periods for 2019 and 2018.
 
The following table details the trend for net interest income and margin results (on a tax equivalent basis, a non-GAAP measure), the yield on earning assets and the rate paid on interest bearing liabilities for the periods specified:

(In thousands, except ratios) 
Net Interest
Income1
 
Net Interest
Margin1
 
Yield on
Earning Assets1
 
Rate on Interest
Bearing Liabilities
Third quarter 2019 $61,027
 3.89% 4.65% 1.13%
Second quarter 2019 60,219
 3.94% 4.73% 1.18%
Third quarter 2018 51,709
 3.82% 4.38% 0.82%
         
Nine Months Ended September 30, 2019 182,107
 3.95% 4.72% 1.14%
Nine Months Ended September 30, 2018 151,856
 3.79% 4.29% 0.72%
1On tax equivalent basis, a non-GAAP measure - see "Explanation of Certain Unaudited Non-GAAP Financial Measures" for more information and a reconciliation to GAAP.
 

Total average loans increased $104.2 million, or 2%, for third quarter 2019 compared to second quarter 2019, and increased $937.4 million, or 23%, from the third quarter of 2018. Average debt securities decreased $1.4 million, or 0.1%, for third quarter 2019 compared to the second quarter 2019, and were $123.6 million, or 9%, lower from the third quarter of 2018. For the nine months ended September 30, 2019, total average loans increased $932.4 million, or 24%, and average debt securities decreased $155.4 million, or 11%, compared to the nine months ended September 30, 2018.
 
Average loans as a percentage of average earning assets totaled 79% for both the third quarter of 2019 and the second quarter of 2019 and 75% for the third quarter of 2018. Loan production remains strong, supported by expansion of the banking teams in Tampa and Fort Lauderdale as well as increased customer loan demand due to lower long-term interest rates.

Late in 2018, Seacoast launched a large-scale initiative to implement a fully digital loan origination platform across all business banking units. Full conversion from the legacy system is now complete. This investment should lead to improvements in operational efficiency and banker productivity in 2020 and beyond.


33


Loan production is detailed in the following table for the periods specified:
  Third Second Third Nine Months Ended
  Quarter Quarter Quarter September 30,
(In thousands) 2019 2019 2018 2019 2018
Commercial pipeline $359,716
 $261,586
 $196,512
 $359,716
 $196,512
Commercial loans closed 282,224
 156,958
 130,989
 548,258
 393,490
           
Residential pipeline-saleable 35,136
 46,723
 18,086
 35,136
 18,086
Residential loans-sold 80,758
 61,391
 55,848
 174,707
 157,710
           
Residential pipeline-portfolio 43,378
 3,756
 40,842
 43,378
 40,842
Residential loans-retained 22,365
 51,755
 78,663
 123,765
 232,752
           
Consumer and small business pipeline 66,341
 65,532
 59,715
 66,341
 59,715
Consumer and small business originations 103,115
 136,479
 125,920
 358,097
 329,211
 
Commercial originations during the third quarter of 2019 were $282.2 million, an increase of $125.3 million, or 80%, compared to the second quarter of 2019 and an increase of $151.2 million, or 115%, compared to the third quarter of 2018. Increases in loan production reflect the addition of business bankers across the Company's footprint, solid execution by the legacy banking team, and higher customer loan demand due to lower long term interest rates. The third quarter of 2019 results include the opportunistic purchase of $52.1 million in commercial real estate loans.

Closed residential loans sold for the third quarter of 2019 were $80.8 million, an increase of $19.4 million, or 32%, from the second quarter of 2019 and an increase of $24.9 million, or 45%, from the third quarter of 2018. Closed residential loans retained in the portfolio for the third quarter of 2019 were $22.4 million, down $29.4 million, or 57%, from the second quarter of 2019 and down $56.3 million, or 72%, from the third quarter of 2018. Residential originations retained in the third quarter of 2019 include $8.6 million in residential mortgages acquired through the test launch of a correspondent mortgage banking channel.

Consumer and small business originations totaled $103.1 million during the third quarter of 2019, a decrease of $33.4 million, or 24%, from the second quarter of 2019 and a decrease of $22.8 million, or 18%, from the third quarter of 2018. These amounts are inclusive of Small Business Administration ("SBA") loan originations of $16.0 million in the third quarter of 2019, a decrease of $0.2 million, or 1%, from the second quarter of 2019 and an increase of $2.4 million, or 18% from the third quarter of 2018.

Pipelines (loans in underwriting and approval or approved and not yet closed) remained strong at $359.7 million in commercial, $43.4 million in portfolio mortgages, $35.1 million in saleable mortgages, and $66.3 million in consumer and small business at September 30, 2019. Commercial pipelines increased $98.1 million, or 38%, from June 30, 2019, and were $163.2 million, or 83%, higher compared to September 30, 2018. Portfolio residential pipelines were $43.4 million, significantly higher than the prior quarter, the result of a test launch of a correspondent mortgage banking channel focused on acquiring mass affluent, affluent and ultra-high net worth Florida customers. Saleable residential pipelines were $35.1 million, a decrease of 25% sequentially and an increase of 94% compared to the prior year. The decrease in the saleable pipeline from the prior quarter reflects slowing refinance activity late in the quarter. The consumer and small business pipeline increased from June 30, 2019 by $0.8 million, or 1%, and was higher than at September 30, 2018 by $6.6 million, or 11%.
 

34


Customer relationship funding is detailed in the following table for the periods specified:
Customer Relationship Funding          
  September 30, June 30, March 31, December 31, September 30,
(In thousands, except ratios) 2019 2019 2019 2018 2018
Noninterest demand $1,652,927
 $1,669,804
 $1,676,009
 $1,569,602
 $1,488,689
Interest-bearing demand 1,115,455
 1,124,519
 1,100,477
 1,014,032
 912,891
Money market 1,158,862
 1,172,971
 1,192,070
 1,173,950
 1,036,940
Savings 528,214
 519,732
 508,320
 493,807
 451,958
Time certificates of deposit 1,217,683
 1,054,183
 1,128,702
 925,849
 753,032
Total deposits $5,673,141
 $5,541,209
 $5,605,578
 $5,177,240
 $4,643,510
           
Customer sweep accounts $70,414
 $82,015
 $148,005
 $214,323
 $189,035
           
Noninterest demand deposits as % of total deposits 29.1% 30.1% 29.9% 30.3% 32.1%

Seacoast's weighted average rate paid on total deposits was 0.72% for the nine months ended September 30, 2019, and, despite an increase of 34 basis points from the nine months ended September 30, 2018, we believe our deposit composition continues to reflect the significant value of our deposit franchise.

The average rate on customer sweep repurchase accounts was 1.38% for the nine months ended September 30, 2019, compared to 0.77% for the same period during 2018. Sweep repurchase balances have declined as other treasury related products have become available. We believe remaining balances in this product offering will continue to be valuable to many of our customers, although at lower amounts. No federal funds purchased were utilized at September 30, 2019 or 2018.
 
For the nine months ended September 30, 2019, FHLB borrowings averaged $115.3 million, declining $104.3 million, or 47%, compared to the same period during 2018. The average rate on FHLB borrowings for the nine months ended September 30, 2019 was 2.51% compared to 1.83% for the nine months ended September 30, 2018. We continue to actively manage our mix of brokered deposits and FHLB advances to obtain the most advantageous rates.

For the nine months ended September 30, 2019, subordinated debt averaged $70.9 million, an increase of $0.3 million compared to the same period during 2018. The average rate on subordinated debt for the nine months ended September 30, 2019 was 4.87%, compared to 4.42% for the nine months ended September 30, 2018. The subordinated debt relates to trust preferred securities issued by subsidiary trusts of the Company.

35


The following tables detail average balances, net interest income and margin results (on a tax equivalent basis) for the periods presented:  
Average Balances, Interest Income and Expenses, Yields and Rates1
    
       
  2019 2018
  Third Quarter Second Quarter Third Quarter
  Average   Yield/ Average   Yield/ Average   Yield/
(In thousands, except ratios) Balance Interest Rate Balance Interest Rate Balance Interest Rate
Assets                  
Earning assets:                  
Securities:                  
Taxable $1,171,393
 $8,802
 3.01% $1,169,891
 $8,933
 3.05% $1,284,774
 $9,582
 2.98%
Nontaxable 21,194
 164
 3.09
 24,110
 179
 2.96
 31,411
 283
 3.60
Total Securities 1,192,587
 8,966
 3.01
 1,194,001
 9,112
 3.05
 1,316,185
 9,865
 3.00
                   
Federal funds sold and other investments 84,705
 800
 3.75
 91,481
 873
 3.83
 51,255
 634
 4.91
                   
Loans, net 4,945,953
 63,138
 5.06
 4,841,751
 62,335
 5.16
 4,008,527
 48,802
 4.83
                   
Total Earning Assets 6,223,245
 72,904
 4.65
 6,127,233
 72,320
 4.73
 5,375,967
 59,301
 4.38
                   
Allowance for loan losses (33,997)     (32,806)     (29,259)    
Cash and due from banks 88,539
     91,160
     110,929
    
Premises and equipment 68,301
     69,890
     63,771
    
Intangible assets 227,389
     228,706
     165,534
    
Bank owned life insurance 125,249
     124,631
     121,952
    
Other assets 121,850
     126,180
     94,433
    
Total Assets $6,820,576
     $6,734,994
     $5,903,327
    
                   
Liabilities and Shareholders' Equity                  
Interest-bearing liabilities:                  
Interest-bearing demand $1,116,434
 $1,053
 0.37% $1,118,703
 $1,150
 0.41% $939,527
 $426
 0.18%
Savings 522,831
 531
 0.40
 513,773
 586
 0.46
 444,935
 170
 0.15
Money market 1,173,042
 2,750
 0.93
 1,179,345
 3,089
 1.05
 1,031,960
 1,501
 0.58
Time deposits 1,159,272
 6,009
 2.06
 1,089,020
 5,724
 2.11
 779,608
 2,975
 1.51
Federal funds purchased and securities sold under agreements to repurchase 75,785
 300
 1.57
 91,614
 355
 1.55
 204,097
 463
 0.90
Federal Home Loan Bank borrowings 68,804
 414
 2.39
 51,571
 329
 2.56
 222,315
 1,228
 2.19
Other borrowings 70,969
 820
 4.58
 70,903
 868
 4.91
 70,694
 829
 4.65
Total Interest-Bearing Liabilities 4,187,137
 11,877
 1.13
 4,114,929
 12,101
 1.18
 3,693,136
 7,592
 0.82
Noninterest demand 1,626,269
     1,646,934
     1,451,751
    
Other liabilities 60,500
     61,652
     30,150
    
Total Liabilities 5,873,906
     5,823,515
     5,175,037
    
                   
Shareholders' equity 946,670
     911,479
     728,290
    
                   
Total Liabilities & Equity $6,820,576
     $6,734,994
     $5,903,327
    
                   
Cost of deposits     0.73%     0.76%     0.43%
Interest expense as a % of earning assets     0.76%     0.79%     0.56%
Net interest income as a % of earning assets   $61,027
 3.89%   $60,219
 3.94%   $51,709
 3.82%
                   
1On a fully taxable equivalent basis, a non-GAAP measure - see "Explanation of Certain Unaudited Non-GAAP Financial Measures" for more information and a reconciliation to GAAP. All yields and rates have been computed on an annual basis using amortized cost. Fees on loans have been included in interest on loans. Nonaccrual loans are included in loan balances.


36


Average Balances, Interest Income and Expenses, Yields and Rates1
     
  2019 2018
  Year to Date Year to Date
  Average   Yield/ Average   Yield/
(In thousands, except ratios) Balance Interest Rate Balance Interest Rate
Assets            
Earning assets:            
Securities:            
Taxable $1,175,831
 $26,854
 3.05% $1,323,164
 $28,332
 2.85%
Nontaxable 23,935
 533
 2.97
 32,031
 863
 3.59
Total Securities 1,199,766
 27,387
 3.04
 1,355,195
 29,195
 2.87
             
Federal funds sold and other investments 89,084
 2,591
 3.89
 52,253
 1,835
 4.70
             
Loans, net 4,875,975
 187,808
 5.15
 3,943,617
 140,635
 4.77
             
Total Earning Assets 6,164,825
 217,786
 4.72
 5,351,065
 171,665
 4.29
             
Allowance for loan losses (33,260)     (28,660)    
Cash and due from banks 93,171
     111,781
    
Premises and equipment 69,700
     64,708
    
Intangible assets 228,710
     166,348
    
Bank owned life insurance 124,535
     121,742
    
Other assets 128,016
     90,888
    
Total Assets $6,775,697
     $5,877,872
    
             
Liabilities and Shareholders' Equity            
Interest-bearing liabilities:            
Interest-bearing demand $1,088,605
 $3,042
 0.37% $979,148
 $1,368
 0.19%
Savings 512,399
 1,593
 0.42
 440,054
 392
 0.12
Money market 1,170,494
 8,397
 0.96
 1,012,259
 3,863
 0.51
Time deposits 1,097,308
 16,692
 2.03
 782,283
 7,783
 1.33
Federal funds purchased and securities sold under agreements to repurchase 117,077
 1,206
 1.38
 186,643
 1,071
 0.77
Federal Home Loan Bank borrowings 115,337
 2,164
 2.51
 219,652
 2,999
 1.83
Other borrowings 70,903
 2,585
 4.87
 70,623
 2,333
 4.42
Total Interest-Bearing Liabilities 4,172,123
 35,679
 1.14
 3,690,662
 19,809
 0.72
Noninterest demand 1,628,634
     1,446,488
    
Other liabilities 62,123
     29,533
    
Total Liabilities 5,862,880
     5,166,683
    
             
Shareholders' equity 912,817
     711,189
    
             
Total Liabilities & Equity $6,775,697
     $5,877,872
    
             
Cost of deposits     0.72%     0.38%
Interest expense as a % of earning assets     0.77%     0.49%
Net interest income as a % of earning assets   $182,107
 3.95%   $151,856
 3.79%
             
1On a fully taxable equivalent basis, a non-GAAP measure - see "Explanation of Certain Unaudited Non-GAAP Financial Measures" for more information and a reconciliation to GAAP. All yields and rates have been computed on an annual basis using amortized cost. Fees on loans have been included in interest on loans. Nonaccrual loans are included in loan balances.


37


Taxable Equivalent Measure

Fully taxable equivalent net interest income and net interest margin are common terms and measures used in the banking industry but are not terms used under GAAP. We believe that these presentations of tax equivalent net interest income and tax equivalent net interest margin aid in the comparability of net interest income arising from both taxable and tax-exempt sources over the periods presented. We further believe these non-GAAP measures enhance investors’ understanding of the Company’s business and performance, and facilitate an understanding of performance trends and comparisons with the performance of other financial institutions. The limitations associated with these measures are the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently, including as a result of using different assumed tax rates. These disclosures should not be considered as an alternative to GAAP. The following information is provided to reconcile GAAP measures and tax equivalent net interest income and net interest margin on a tax equivalent basis.

  Third Second Third Nine Months Ended
  Quarter Quarter Quarter September 30,
(In thousands, except ratios) 2019 2019 2018 2019 2018
Nontaxable interest income adjustment $79
 $83
 $147
 $249
 $325
Tax Rate 21% 21% 21% 21% 21%
Net interest income (TE) $61,027
 $60,219
 $51,709
 $182,107
 $151,856
Total net interest income (not TE) 60,948
 60,136
 51,562
 181,858
 151,531
Net interest margin (TE) 3.89% 3.94% 3.82% 3.95% 3.79%
Net interest margin (not TE) 3.89
 3.94
 3.81
 3.94
 3.79
 TE = Tax Equivalent
          

Noninterest Income
 
Noninterest income totaled $13.9 million for the third quarter of 2019, an increase of $0.4 million, or 3%, compared to the second quarter of 2019 and an increase of $1.7 million, or 13%, from the third quarter of 2018. For the nine months ended September 30, 2019, noninterest income totaled $40.4 million, an increase of $3.0 million, or 8%, compared to the nine months ended September 30, 2018. For the nine months ended September 30, 2019, noninterest income accounted for 19% of total revenue (excluding securities losses), compared to 20% for the nine months ended September 30, 2018.

Noninterest income for the third and second quarters of 2019, compared to the third quarter of 2018, and for the nine months ended September 30, 2019 and 2018 is detailed as follows:
 
  Third Second Third Nine Months Ended
  Quarter Quarter Quarter September 30,
(In thousands) 2019 2019 2018 2019 2018
Service charges on deposit accounts $2,978
 $2,894
 $2,833
 $8,569
 $8,179
Trust fees 1,183
 1,147
 1,083
 3,347
 3,143
Mortgage banking fees 2,127
 1,734
 1,135
 4,976
 3,873
Brokerage commissions and fees 449
 541
 444
 1,426
 1,264
Marine finance fees 152
 201
 194
 715
 1,213
Interchange income 3,206
 3,405
 3,119
 10,012
 9,137
BOLI income 928
 927
 1,078
 2,770
 3,200
SBA gains 569
 691
 473
 1,896
 1,955
Other income 3,198
 2,503
 1,980
 7,967
 5,542
  14,790
 14,043
 12,339
 41,678
 37,506
Securities losses, net (847) (466) (48) (1,322) (198)
Total $13,943
 $13,577
 $12,291
 $40,356
 $37,308
 

38


Service charges on deposits for the three and nine months ended September 30, 2019 compared to the three and nine months ended September 30, 2018 increased by $0.1 million, or 5%, and $0.4 million, or 5%, respectively. This increase reflects continued strength in new customer acquisition and benefits from acquisition activity. Year to date, overdraft fees were $4.6 million compared to $4.4 million for the 2018 period.

Wealth management income, including trust fees and brokerage commissions and fees, were higher during the third quarter of 2019, increasing $0.1 million, or 7%, from the third quarter of 2018, and $0.4 million, or 8%, year-over-year for the nine months ended September 30, 2019. This increase is the result of continued growth in assets under management, a growing sales and support team, industry leading products including digital tools, and the benefit of direct referrals from our team of bankers. We expect assets under management will continue to grow over time, as will associated revenue.

Saleable loan originations increased by $17.0 million, or 11%, and mortgage banking fees increased by $1.1 million, or 28%, to $5.0 million for the nine months ended September 30, 2019 as compared to the prior year. These increases reflect the combination of increased refinance activity due to lower long-term rates and a greater focus on generating saleable volume. We expect refinance activity to be slower in the fourth quarter of 2019. Retained loan production was lower during the nine months ended September 30, 2019 compared to 2018 (see “Loan Portfolio”). Late in the quarter, the Company began testing a correspondent mortgage banking channel focused on acquiring mass affluent, affluent, and ultra-high net worth Florida customers. Our objective is to acquire customers using this channel and expand the value of these high quality relationships using data driven analytics.
 
Marine finance fees were lower for the third quarter of 2019 and the nine months ended September 30, 2019, decreasing 22% and 41%, respectively, compared to the same periods for 2018. Marine financing income was impacted by a shift in mix towards retaining a larger portion of originations in the loan portfolio.

Interchange income for the three and nine months ended September 30, 2019 compared to the three and nine months ended September 30, 2018 increased by $0.1 million, or 3%, and $0.9 million, or 10%, respectively. Increases across periods reflect the impact of a larger customer base, cross sell and bank acquisitions, partially offset by the impact of Hurricane Dorian in the current quarter.

Bank owned life insurance ("BOLI") income totaled $0.9 million for the third quarter of 2019, a decrease of $0.2 million, or 14%, compared to the third quarter of 2018, and $2.8 million for the nine months ended September 30, 2019, a decrease of $0.4 million, or 13%, compared to the prior year. The decrease reflects the impact of BOLI contract surrenders completed in the first quarter of 2019.

SBA income totaled $0.6 million for the third quarter of 2019, and $1.9 million for the nine months ended September 30, 2019, an increase of $0.1 million, or 20%, compared to the third quarter of 2018 and a decrease of $0.1 million, or 3%, compared to the nine months ended 2018 driven by changes in volume.

Other income increased $1.2 million, or 62%, and $2.4 million, or 44%, year-over-year for the third quarter of 2019 and nine months ended September 30, 2019, respectively, compared to 2018. The current quarter reflects a $1.0 million BOLI death benefit.

Securities losses for the third quarter of 2019 totaled $0.9 million, resulting from the sale of $49.6 million of debt securities with an average yield of 1.85%. For the nine months ended September 30, 2019, securities losses totaled $1.5 million, resulting from the sale of $122.9 million of debt securities. Losses on sales of debt securities were offset by increases in the value of the CRA-qualified mutual fund investment of $0.1 million and $0.2 million for the three and nine months ended September 30, 2019. There were no securities sales for the three and nine months ended September 30, 2018. Included in “Securities losses, net” for the three and nine months ended September 30, 2018, is a decrease of $0.1 million and $0.2 million, respectively, in the value of the CRA-qualified mutual fund investment.

Noninterest Expenses
 
The Company has achieved improvements in its efficiency ratio through more efficient channel integration, allowing consumers and businesses to choose their path of convenience to satisfy their banking needs. This expansion launched a number of new enhancements, resulting in even greater digital access for our customers, and providing improvements in productivity for our customers in their daily lives. Expense reduction initiatives inclusive of a reduction in force in the second quarter of 2019, and three banking center consolidations executed in the first nine months of 2019, are expected to result in approximately $10 million in pretax expense reductions annually. Seacoast has reduced its footprint by 20% since 2017 through successful bank acquisitions and the repositioning of the banking center network in strategic growth markets to meet the evolving needs of its customers. At September 30, 2019, deposits per banking center exceeded $118.2 million, up from $94.8 million at September 30, 2018.

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For the third quarter of 2019, the efficiency ratio, defined as noninterest expense less amortization of intangibles and gains, losses, and expenses on foreclosed properties divided by net operating revenue (net interest income on a fully taxable equivalent basis plus noninterest income excluding securities gains), was 48.62% compared to 53.48% for the second quarter of 2019 and 57.04% for the third quarter of 2018. Adjusted noninterest expense1 was $36.9 million for the third quarter of 2019, compared to $38.0 million for the second quarter of 2019 and $35.9 million for the third quarter of 2018. The adjusted efficiency ratio1 year-over-year improved, declining from 56.29% for the third quarter 2018 to 48.96% for the third quarter of 2019. Our efficiency ratio improved year-over-year for the nine months ended September 30, 2019, from 57.75% to 52.85%, as did the adjusted efficiency ratio1, declining from 56.88% to 52.05%.

1Non-GAAP measure - see "Explanation of Certain Unaudited Non-GAAP Financial Measures" for more information and a reconciliation to GAAP.

  Third Second Third Nine Months Ended
  Quarter Quarter Quarter September 30,
(In thousands, except ratios) 2019 2019 2018 2019 2018
Noninterest expense, as reported $38,583
 $41,000
 $37,399
 $122,682
 $112,809
           
Merger related charges 
 
 (482) (335) (1,647)
Amortization of intangibles (1,456) (1,456) (1,004) (4,370) (2,997)
Business continuity expenses - hurricane events (95) 
 
 (95) 
Foreclosed property expense and net gain/(loss) on sale (262) 174
 137
 (48) (460)
Branch reductions and other expense initiatives1
 (121) (1,517) 
 (1,846) 
Total adjustments (1,934) (2,799) (1,349) (6,694) (5,104)
           
Net adjusted noninterest expense2
 $36,649
 $38,201
 $36,050
 $115,988
 $107,705
           
Adjusted efficiency ratio2,3
 48.96% 51.44% 56.29% 52.05% 56.88%
1Includes severance payments, contract termination costs, disposition of branch premises and fixed assets, and other costs to accomplish branch consolidation and other expense reduction strategies.
2Non-GAAP measure - see "Explanation of Certain Unaudited Non-GAAP Financial Measures" for more information and a reconciliation to GAAP.
3Efficiency ratio is defined as (noninterest expense less amortization of intangibles and gains, losses, and expenses on foreclosed properties) divided
by net operating revenue (net interest income on a fully tax equivalent basis plus noninterest income excluding securities gains).

Noninterest expenses for the third quarter of 2019 totaled $38.6 million, decreasing $2.4 million, or 6%, compared to the second quarter of 2019, and increasing $1.2 million, or 3%, from the third quarter of 2018. For the nine months ended September 30, 2019, noninterest expenses were $122.7 million, an increase of $9.9 million, or 9%, from the nine months ended September 30, 2018. Noninterest expenses for the third quarter of 2019, as compared to the second quarter of 2019 and the third quarter of 2018 and for the nine months ended September 30, 2019 and 2018 are detailed as follows:

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  Third Second Third Nine Months Ended
  Quarter Quarter Quarter September 30,
(In thousands) 2019 2019 2018 2019 2018
Noninterest expense  
  
  
    
Salaries and wages $18,640
 $19,420
 $17,129
 $56,566
 $48,939
Employee benefits 2,973
 3,195
 3,205
 10,374
 9,320
Outsourced data processing costs 3,711
 3,876
 3,493
 11,432
 10,565
Telephone/data lines 603
 893
 624
 2,307
 1,879
Occupancy 3,368
 3,741
 3,214
 10,916
 9,647
Furniture and equipment 1,528
 1,544
 1,367
 4,829
 4,292
Marketing 933
 1,211
 1,139
 3,276
 3,735
Legal and professional fees 1,648
 2,033
 2,019
 6,528
 6,293
FDIC assessments 56
 337
 431
 881
 1,624
Amortization of intangibles 1,456
 1,456
 1,004
 4,370
 2,997
Foreclosed property expense and net (gain)/loss on sale 262
 (174) (136) 48
 461
Other 3,405
 3,468
 3,910
 11,155
 13,057
Total $38,583
 $41,000
 $37,399
 $122,682
 $112,809

Salaries and wages totaled $18.6 million for the third quarter of 2019, $19.4 million for the second quarter of 2019, and $17.1 million for the third quarter of 2018. Salaries and wages were $1.5 million higher year-over-year for the third quarter of 2019, when compared to the third quarter of 2018, and were $7.6 million higher when comparing the nine months ended September 30, 2019 to September 30, 2018. Higher base salaries, attributed to merit increases, were the primary cause of the increase in salaries and wages, increasing $1.3 million, or 8%, and $6.0 million, or 14%, respectively, for the third quarter and nine months ended September 30, 2019, compared to 2018. Improved revenue generation and lending production, among other factors, resulted in commissions, cash and stock incentives (aggregated) that were $1.0 million higher for the third quarter of 2019 and $1.6 million higher for the nine months ended September 30, 2019, year-over-year. Year to date severance costs also increased by $1.2 million year-over-year, of which $1.1 million related to the reduction in workforce during the second quarter of 2019. Due to higher loan production in the third quarter of 2019 and for the first nine months of 2019, deferred loan origination costs (a contra expense) increased by $0.5 million and $0.7 million, respectively, compared to 2018.
 
During the third quarter 2019, employee benefit costs (group health insurance, defined contribution plan, payroll taxes, and unemployment compensation) decreased $0.2 million, or 7%, compared to the third quarter of 2018, primarily the result of slightly lower costs in our self-funded health care plan. For the nine months ended September 30, 2019, employee benefit costs were $1.1 million, or 11%, higher than for the same period in 2018, with increases of $0.7 million in payroll taxes, $0.2 million in defined contribution plan expenditures, and $0.1 million in group health care compared to 2018.

Seacoast Bank utilizes third parties for its core data processing systems and outsourced data processing costs are directly related to the number of transactions processed. Outsourced data processing costs totaled $3.7 million, $3.9 million and $3.5 million for the third quarter 2019, second quarter 2019 and third quarter 2018, respectively, and totaled $11.4 million for the nine months ended September 30, 2019, an increase of $0.9 million, or 8%, from the first nine months of 2018. The increase year to date reflects software licensing fees associated with new loan and origination platforms implemented during the year by the Company. These platforms are intended to streamline the lending experience for both customers and bankers.

Telephone and data line expenditures, including electronic communications with customers and between branch locations and personnel, as well as with our third party data processors, decreased $0.3 million, or 32%, during the third quarter of 2019, when compared to the second quarter of 2019 and decreased 3% when compared to the third quarter of 2018. The decreases reflect the Company's continued efforts to manage expenses and streamline operations. For the nine months ended September 30, 2019, these expenditures were $0.4 million, or 23%, higher compared to the first nine months of 2018. Additional activity for acquired First Green branches, as well as additional customers from the acquisition, were the primary contributors to the increases in telephone and data line expenses for 2019.
 
Total occupancy, furniture and equipment expenses for the third quarter of 2019 decreased $0.4 million, or 7%, from the second quarter of 2019, but were higher compared to third quarter of 2018 by $0.3 million, or 7%, and higher for the nine months ended

41


September 30, 2019, by $1.8 million, or 13%, compared to the nine months ended September 30, 2018. Asset write-offs related to branch closures was a primary contributor, with write-offs adding $0.5 million to expenses for the nine months ended September 30, 2019. We believe branches are still valuable to our customers for more complex transactions, but simple tasks, such as depositing and withdrawing funds, are rapidly migrating to the digital world. We anticipate that branch consolidations will continue for the Company and the banking industry in general. Lease expenses for the nine months ended September 30, 2019 were $0.7 million, or 14%, higher when compared to the nine months ended September 30, 2018, primarily attributed to additional branches acquired from First Green. On March 31, 2019, the Company's operations center lease expired and all personnel occupying this space moved to an adjacent main campus building currently owned, with an annual lease savings of $0.4 million, prospectively. Depreciation, repairs and maintenance, and other furniture and equipment expenditures were higher in 2019 compared to a year ago for the first nine months, increasing $0.2 million, $0.4 million, and $0.2 million, respectively.
 
For the third quarter of 2019, second quarter of 2019 and third quarter of 2018, marketing expenses (including sales promotion costs, ad agency production and printing costs, digital, newspaper, TV and radio advertising, and other public relations costs) totaled $0.9 million, $1.2 million and $1.1 million, respectively. For the nine months ended September 30, 2019, marketing expenditures were lower by $0.5 million, or 12%, compared to the first nine months of 2018. For 2019, higher incremental marketing costs related to production and website activities were offset by reductions to direct mail, sponsorship, donation and event expenditures, and market research. A primary marketing focus has been to connect and solidify customer acquisition and corporate brand awareness within the Orlando and Tampa footprints.

Legal and professional fees for the third quarter of 2019, second quarter of 2019 and third quarter of 2018 totaled $1.6 million, $2.0 million, and $2.0 million, respectively, and were higher by $0.2 million, or 4%, for the nine months ended September 30, 2019, compared to 2018. Significant projects in the first quarter of 2019 in risk management and lending operations contributed to higher professional fees in the 2019 nine-month period.

During the third quarter of 2019, the FDIC announced the achievement of their target deposit insurance reserve ratio, resulting in our ability to apply previously awarded credits to our deposit insurance assessment. This resulted in $0.3 million in lower FDIC assessment expense for the quarter. The Company has remaining credits of $1.2 million, which will be applied to future assessments if the FDIC’s reserve ratio remains above the target threshold.

For the nine months ended September 30, 2019, write-downs and expenses on foreclosed properties more than offset gains on sales of OREO. For the nine months ended September 30, 2018, the Company had losses on sales of OREO and foreclosed property expenses totaling $0.5 million (see “Nonperforming Loans, Troubled Debt Restructurings, Other Real Estate Owned, and Credit Quality”).
 
Other expense totaled $3.4 million, $3.5 million and $3.9 million for the third quarter of 2019, the second quarter of 2019 and the third quarter of 2018, respectively, and decreased $1.9 million, 15% , to $11.2 million for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018. Primary contributors to the decrease for the nine months were varied, including decreases in education-related costs, dues to organizations, overnight delivery service fees, correspondent clearing, travel charges, stationery, printing and supplies, and other expenditure reductions resulting from our continued focus on efficiency and streamlining operations.

Income Taxes
 
For the nine months ended September 30, 2019 and 2018, provision for income taxes totaled $21.8 million and $15.3 million, respectively. The Company’s overall effective tax rate increased to 23.3% for the first nine months of 2019 from 23.0% for the first nine months a year ago. In September 2019, the State of Florida announced a reduction in the corporate income tax rate from 5.5% to 4.458% for the years 2019, 2020 and 2021. This change resulted in additional income tax expense of $1.1 million upon the write down in the third quarter of 2019 of deferred tax assets affected by the change, offset by a $0.4 million benefit upon adjusting the year-to-date provision to the new statutory tax rate. Tax benefits related to stock-based compensation were $0.7 million for each of the nine months ended September 30, 2019 and 2018. Management believes all of the future tax benefits of the Company’s deferred tax assets can be realized and no valuation allowance is required.
 
Explanation of Certain Unaudited Non-GAAP Financial Measures
 
This report contains financial information determined by methods other than Generally Accepted Accounting Principles (“GAAP”). The financial highlights provide reconciliations between GAAP and adjusted financial measures including net income, noninterest income, noninterest expense, tax adjustments and other financial ratios. Management uses these non-GAAP financial measures in its analysis of the Company’s performance and believes these presentations provide useful supplemental information, and a clearer understanding of the Company’s performance. The Company believes the non-GAAP measures enhance investors’

42


understanding of the Company’s business and performance and if not provided would be requested by the investor community. These measures are also useful in understanding performance trends and facilitate comparisons with the performance of other financial institutions. The limitations associated with operating measures are the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might define or calculate these measures differently. The Company provides reconciliations between GAAP and these non-GAAP measures. These disclosures should not be considered an alternative to GAAP. 
  Third Second Third Nine Months Ended
  Quarter Quarter Quarter September 30,
(In thousands, except per share data) 2019 2019 2018 2019 2018
Net income, as reported:  
  
  
  
  
Net income $25,605
 $23,253
 $16,322
 $71,563
 $51,313
           
Diluted earnings per share $0.49
 $0.45
 $0.34
 $1.38
 $1.07
           
Adjusted net income:  
  
  
  
  
Net income $25,605
 $23,253
 $16,322
 $71,563
 $51,313
Securities losses, net 847
 466
 48
 1,322
 198
BOLI benefits on death (included in other income) (956) 
 
 (956) 
Total adjustments to revenue (109) 466
 48
 366
 198
           
Merger related charges 
 
 (482) (335) (1,647)
Amortization of intangibles (1,456) (1,456) (1,004) (4,370) (2,997)
Business continuity expenses - hurricane events (95) 
 
 (95) 
Branch reductions and other expense initiatives1
 (121) (1,517) 
 (1,846) 
Total adjustments to noninterest expense (1,672) (2,973) (1,486) (6,646) (4,644)
           
Tax effect of adjustments 572
 874
 230
 1,956
 1,211
Effect of change in corporate tax rate on deferred tax assets (1,135) 
 
 (1,135) (248)
Adjusted net income $27,731
 $25,818
 $17,626
 $77,754
 $55,192
           
Adjusted diluted earnings per share $0.53
 $0.50
 $0.37
 $1.50
 $1.15
           
Average Assets $6,820,576
 $6,734,994
 $5,903,327
 $6,775,697
 $5,877,872
Less average goodwill and intangible assets (227,389) (228,706) (165,534) (228,710) (166,348)
Average Tangible Assets $6,593,187
 $6,506,288
 $5,737,793
 $6,546,987
 $5,711,524
           
Return on Average Assets (ROA) 1.49% 1.38% 1.10% 1.41% 1.17%
Impact of removing average intangible assets and related amortization 0.12
 0.12
 0.08
 0.12
 0.08
Return on Average Tangible Assets (ROTA) 1.61
 1.50
 1.18
 1.53
 1.25
Impact of other adjustments for Adjusted Net Income 0.06
 0.09
 0.04
 0.06
 0.04
Adjusted Return on Average Tangible Assets 1.67
 1.59
 1.22
 1.59
 1.29
         
Average Shareholders' Equity $946,670
 $911,479
 $728,290
 $912,817
 $711,189
Less average goodwill and intangible assets (227,389) (228,706) (165,534) (228,710) (166,348)
Average Tangible Equity $719,281
 $682,773
 $562,756
 $684,107
 $544,841
           
Return on Average Shareholders' Equity 10.73% 10.23% 8.89% 10.48% 9.65%
Impact of removing average intangible assets and related amortization 4.00
 4.07
 3.15
 4.15
 3.49
Return on Average Tangible Common Equity (ROTCE) 14.73
 14.30
 12.04
 14.63
 13.14
Impact of other adjustments for Adjusted Net Income 0.57
 0.87
 0.39
 0.57
 0.40
Adjusted Return on Average Tangible Common Equity 15.30
 15.17
 12.43
 15.20
 13.54
           

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  Third Second Third Nine Months Ended
  Quarter Quarter Quarter September 30,
(In thousands, except per share data) 2019 2019 2018 2019 2018
Loan interest income excluding accretion on acquired loans2
 $59,279
 $58,169
 $46,349
 $175,845
 $133,395
Accretion on acquired loans 3,859
 4,166
 2,453
 11,963
 7,240
Loan Interest Income2
 $63,138
 $62,335
 $48,802
 $187,808
 $140,635
           
Yield on loans excluding accretion on acquired loans2
 4.76% 4.82% 4.59% 4.82% 4.52%
Impact of accretion on acquired loans 0.30
 0.34
 0.24
 0.33
 0.25
Yield on Loans2
 5.06
 5.16
 4.83
 5.15
 4.77
           
Net interest income excluding accretion on acquired loans2
 $57,168
 $56,053
 $49,256
 $170,144
 $144,616
Accretion on acquired loans 3,859
 4,166
 2,453
 11,963
 7,240
Net Interest Income2
 $61,027
 $60,219
 $51,709
 $182,107
 $151,856
           
Net interest margin excluding accretion on acquired loans2
 3.64% 3.67% 3.64% 3.69% 3.61%
Impact of accretion on acquired loans 0.25
 0.27
 0.18
 0.26
 0.18
Net Interest Margin2
 3.89
 3.94
 3.82
 3.95
 3.79
1Includes severance, contract termination costs, disposition of branch premises and fixed assets, and other costs to effect our branch consolidation and other expense reduction strategies.
2On a fully taxable equivalent basis. All yields and rates have been computed using amortized cost.

Financial Condition
 
Total assets increased $143.0 million, or 2%, from December 31, 2018, benefiting from new relationships derived through our unique combination of customer analytics, marketing automation, and experienced bankers in growing markets.
 
Securities
 
Information related to maturities, carrying values and fair value of the Company’s debt securities is set forth in “Note D – Securities” of the Company’s condensed consolidated financial statements.
 
At September 30, 2019, the Company had $920.8 million in debt securities available for sale and $273.6 million in debt securities held to maturity. The Company's total debt securities portfolio decreased $29.3 million, or 2%, from December 31, 2018. In January 2019, the Company adopted ASU 2017-12 and elected to transfer securities with an aggregate amortized cost basis of $53.5 million and fair value of $52.8 million from the held-to-maturity designation to available-for-sale.

During the nine months ended September 30, 2019, there were $164.5 million of debt security purchases and $98.3 million in paydowns and maturities over the same period. For the nine months ended September 30, 2019, proceeds from the sale of securities totaled $122.9 million, with net losses of $1.5 million. A downward shift in the yield curve contributed to a $29.9 million improvement in market value of the available for sale securities since December 31, 2018.

For the nine months ended September 30, 2018, there were $104.7 million of debt security purchases and aggregated maturities and principal paydowns equal to $157.7 million. No sales of securities were transacted in the nine months ended September 30, 2018.
 
Debt securities are generally acquired which return principal monthly. The modified duration of the investment portfolio at September 30, 2019 was 3.6 years, compared to 4.8 years at December 31, 2018.
 
At September 30, 2019, available for sale debt securities had gross unrealized losses of $1.9 million and gross unrealized gains of $15.6 million, compared to gross unrealized losses of $18.3 million and gross unrealized gains of $1.3 million at December 31, 2018. All of the debt securities with unrealized losses are reviewed for other-than-temporary impairment at least quarterly. As a result of these reviews it was determined that the debt securities with unrealized losses are not other than temporarily impaired and the Company has the intent and ability to retain these debt securities until recovery over the periods presented (see additional discussion under “Other Fair Value Measurements” and “Other than Temporary Impairment of Securities” in “Critical Accounting Policies and Estimates”).

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Company management considers the overall quality of the debt securities portfolio to be high. The Company has no exposure to debt securities with subprime collateral. The Company does not have an investment position in trust preferred securities.

The credit quality of the Company’s securities holdings are all investment grade. As of September 30, 2019, the Company’s investment securities, except for $33.9 million of securities issued by states and their political subdivisions, generally are traded in liquid markets. U.S. Treasuries, obligations of U.S. government agencies and obligations of U.S. government sponsored entities totaled $858.0 million, or 72%, of the total portfolio. The portfolio also includes $62.6 million in private label securities, most secured by residential real estate collateral originated in 2005 or prior years with low loan to values, and current FICO scores above 700. Generally these securities have credit support exceeding 5%. The collateral underlying these mortgage investments are primarily 30- and 15-year fixed-rate, 5/1 and 10/1 adjustable-rate mortgage loans. Historically, the mortgage loans serving as collateral for those investments have had minimal foreclosures and losses. The Company also has invested $240.0 million in uncapped 3-month LIBOR floating rate collateralized loan obligations. Collateralized loan obligations are special purpose vehicles that purchase 1st lien sub-investment grade corporate loans while providing support to senior tranche investors. As of September 30, 2019, the Company held 83% in AAA/AA tranches and 17% in A rated tranches with average credit support of 31% and 19%, respectively. The Company performs routine evaluations on these securities to assess both structure and collateral.

Loan Portfolio
 
Loans, net of unearned income and excluding the allowance for loan losses, were $5.0 billion at September 30, 2019, $161.1 million more than at December 31, 2018. For the nine months ended September 30, 2019, $548.3 million in commercial and commercial real estate loans were originated compared to $393.5 million for the nine months ended September 30, 2018, an increase of $154.8 million, or 39%. Our loan pipeline for commercial and commercial real estate loans totaled $359.7 million at September 30, 2019. Consumer and small business originations totaled $358.1 million at September 30, 2019, higher by $28.9 million compared to the nine months ended September 30, 2018, and the pipeline for these loans at September 30, 2019 was $66.3 million.

The Company closed $103.1 million in residential loans during the third quarter of 2019, compared to $113.1 million closed during the second quarter of 2019. Sold volumes were higher for the third quarter of 2019, representing 78% of production versus 54% of production during the second quarter of 2019. The saleable residential mortgage pipeline at September 30, 2019 totaled $35.1 million while the retained pipeline increased to $43.4 million, the result of the test launch of a correspondent mortgage banking channel focused on acquiring mass affluent, affluent and ultra-high net worth Florida customers. Our objective is to acquire customers using this channel and apply data driven analytics to expand the value of these high quality relationships.

During the third quarter of 2019, the Company purchased $52.1 million fixed-rate commercial real estate loans. Loans averaged $1.6 million in size with an average yield of 3.75% and an average loan to value ("LTV") ratio of 59%.

During the second quarter of 2019, the Company purchased a $29.8 million fixed-rate residential loan pool and a $20.3 million fixed-rate commercial real estate loan pool. Loans within the residential loan pool averaged $0.7 million in size with an average yield of 4.14%, an average life of 6 years, and an average LTV ratio of 73%. Borrowers within the pool had an average FICO score of 764 and an average debt to income ratio of 32%. Loans within the commercial real estate pool averaged $1.6 million in size with an average yield of 4.09%, an average life of 4 years, an average LTV ratio of 58%, an average debt service coverage ratio of 1.56 and borrowers had an average FICO score of 787.

Success in commercial lending through continued investment in our business bankers has increased loan growth. We on-boarded three new business bankers during the third quarter of 2019, 18 year to date, augmenting the 10 business bankers hired in the fourth quarter of 2018. Seacoast has a robust pipeline of talent entering the fourth quarter of 2019 and will continue to opportunistically add top-tier bankers in the Tampa and South Florida markets. As of the third quarter 2019, a fully digital loan origination platform has been implemented across all business banking units, supporting banker productivity and enhancing operational efficiencies.

Our continued growth is accompanied by sound risk management procedures. Our lending policies contain guardrails that pertain to lending by type of collateral and purpose, along with limits regarding loan concentrations and the principal amount of loans. Our exposure to commercial real estate lending remains below regulatory limits (see “Loan Concentrations”).
 
We believe that achieving our loan growth objectives, together with the prudent management of credit risk will provide us with the potential to make further improvements to our earnings during the remainder of 2019 and into 2020.
The following tables detail loan portfolio composition at September 30, 2019 and December 31, 2018 for portfolio loans, purchased credit impaired loans (“PCI”) and purchased unimpaired loans (“PUL”) as defined in Note E-Loans. 

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  September 30, 2019
(In thousands) Portfolio Loans PCI Loans PULs Total
Construction and land development $272,915
 $158
 $53,251
 $326,324
Commercial real estate1
 1,709,227
 10,259
 590,881
 2,310,367
Residential real estate 1,184,579
 2,364
 223,003
 1,409,946
Commercial and financial 635,153
 600
 86,533
 722,286
Consumer 208,425
 
 8,941
 217,366
Net Loan Balances2
 $4,010,299
 $13,381
 $962,609
 $4,986,289
 
  December 31, 2018
(In thousands) Portfolio Loans PCI Loans PULs Total
Construction and land development $301,473
 $151
 $141,944
 $443,568
Commercial real estate1
 1,437,989
 10,828
 683,249
 2,132,066
Residential real estate 1,055,525
 2,718
 266,134
 1,324,377
Commercial and financial 603,057
 737
 118,528
 722,322
Consumer 190,207
 
 12,674
 202,881
Net Loan Balances2
 $3,588,251
 $14,434
 $1,222,529
 $4,825,214
1Commercial real estate includes owner-occupied balances of $1.0 billion for both September 30, 2019 and December 31, 2018.
2Net loan balances at September 30, 2019 and December 31, 2018 include deferred costs of $18.7 million and $16.9 million, respectively.
 
Commercial real estate loans, inclusive of owner-occupied commercial real estate, were higher by $178.3 million, totaling $2.3 billion at September 30, 2019, compared to December 31, 2018. Owner-occupied loans represent $1.0 billion, or 43%, of the commercial real estate portfolio. Office building loans of $682.0 million, or 30%, of commercial real estate mortgages comprise our largest concentration, with a substantial portion owner-occupied. Portfolio composition also includes lending for retail trade, industrial, health care, churches and educational facilities, recreation, multifamily, lodging, agriculture, convenience stores, marinas, and other types of real estate.
 
The Company’s ten largest commercial and commercial real estate funded and unfunded loan relationships at September 30, 2019 aggregated to $240.4 million, of which $154.6 million was funded compared to $218.6 million at December 31, 2018, of which $162.5 million was funded. The Company’s 114 commercial and commercial real estate relationships in excess of $5 million totaling $1.1 billion, of which $927.6 million was funded at September 30, 2019 compared to 128 relationships of $1.3 billion at December 31, 2018, of which $1.0 billion was funded.
 
Fixed-rate and adjustable-rate loans secured by commercial real estate, excluding construction loans, totaled approximately $1.8 billion and $470.7 million, respectively, at September 30, 2019, compared to $1.6 billion and $533.4 million, respectively, at December 31, 2018.
 
Commercial and financial loans outstanding were $722.3 million at September 30, 2019 and December 31, 2018. The Company's primary customers for commercial and financial loans are small- to medium-sized professional firms, retail and wholesale outlets, and light industrial and manufacturing companies. Such businesses are smaller and subject to the risks of lending to small- to medium-sized businesses, including, but not limited to, the effects of a downturn in the local economy, possible business failure, and insufficient cash flows.
 
Residential mortgage loans increased $85.6 million to $1.4 billion as of September 30, 2019, compared to December 31, 2018. Substantially all residential originations have been underwritten to conventional loan agency standards, including loans having balances that exceed agency value limitations. At September 30, 2019, approximately $593.6 million, or 42%, of the Company’s residential mortgage balances were adjustable 1-4 family mortgage loans, which includes hybrid adjustable-rate mortgages. Fixed-rate mortgages totaled approximately $463.1 million, or 33%, at September 30, 2019, of which 15- and 30-year mortgages totaled $39.6 million and $333.5 million, respectively. Remaining fixed-rate balances were comprised of home improvement loans totaling $163.2 million, most with maturities of 10 years or less, and home equity lines of credit, primarily floating rates, totaling $280.0 million at September 30, 2019. In comparison, loans secured by residential properties having fixed rates totaled $370.2 million

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at December 31, 2018, with 15- and 30-year fixed-rate residential mortgages totaling $32.1 million and $276.5 million, respectively, and home equity mortgages and lines of credit totaling $135.8 million and $261.9 million, respectively.
     
The Company also provides consumer loans, which includes installment loans, auto loans, marine loans, and other consumer loans, which increased $14.5 million, or 7%, from December 31, 2018 to total $217.4 million compared to $202.9 million at December 31, 2018. Of the $14.5 million increase, auto loans increased $2.6 million, marine loans increased $6.4 million, and other consumer loans increased $5.4 million.
 
At September 30, 2019, the Company had unfunded loan commitments of $973.9 million, compared to $982.7 million at December 31, 2018.

Loan Concentrations
 
The Company has developed guardrails to manage loan types that are most impacted by stressed market conditions in order to achieve lower levels of credit loss volatility in the future. Outstanding balances for commercial and commercial real estate (“CRE”) loan relationships greater than $10 million totaled $651.7 million and represented 13% of the total portfolio at September 30, 2019 compared to $502.1 million, or 10%, at year-end 2018.
 
Concentrations in total construction and land development loans and total CRE loans are maintained well below regulatory limits. Construction and land development and CRE loan concentrations as a percentage of subsidiary bank total risk based capital, were stable at 42% and 204%, respectively, at September 30, 2019, compared to 63% and 227% at December 31, 2018. Regulatory guidance suggests limits of 100% and 300%, respectively. To determine these ratios, the Company defines CRE in accordance with the guidance on “Concentrations in Commercial Real Estate Lending” (the “Guidance”) issued by the federal bank regulatory agencies in 2006 (and reinforced in 2015), which defines CRE loans as exposures secured by land development and construction, including 1-4 family residential construction, multi-family property, and non-farm nonresidential property where the primary or a significant source of repayment is derived from rental income associated with the property (i.e., loans for which 50 percent or more of the source of repayment comes from third party, non-affiliated, rental income) or the proceeds of the sale, refinancing, or permanent financing of the property. Loans to real estate investment trusts (“REITs”) and unsecured loans to developers that closely correlate to the inherent risks in CRE markets would also be considered CRE loans under the Guidance. Loans on owner-occupied CRE are generally excluded.
 
Nonperforming Loans, Troubled Debt Restructurings, Other Real Estate Owned, and Credit Quality
 
Nonperforming assets (“NPAs”) at September 30, 2019 totaled $39.6 million, and were comprised of $20.4 million of nonaccrual portfolio loans, $5.6 million of nonaccrual purchased loans, $5.2 million of non-acquired other real estate owned (“OREO”), $1.6 million of acquired OREO and $6.8 million of branches taken out of service. Compared to December 31, 2018, nonaccrual purchased loans decreased $5.0 million and acquired OREO declined $1.4 million, primarily the result of a payoff of a single $3.0 million acquired residential real estate loan and the sale of a single commercial OREO acquired from First Green. The increase in non-acquired OREO of $4.8 million from December 31, 2018 includes additions of $5.7 million offset by sales of $0.9 million. The decrease in acquired OREO of $1.4 million reflects property sales. The decrease in OREO for bank branches of $2.6 million consists of property sales of $2.2 million and writedowns of $0.4 million. Overall, NPAs increased $0.4 million, or 1%, from $39.3 million recorded as of December 31, 2018. At September 30, 2019, approximately 83% of nonaccrual loans were secured with real estate. See the tables below for details about nonaccrual loans. At September 30, 2019, nonaccrual loans were written down by approximately $3.9 million, or 13%, of the original loan balance (including specific impairment reserves).
 
Nonperforming loans to total loans outstanding at September 30, 2019 decreased to 0.52% from 0.55% at December 31, 2018. Nonperforming assets to total assets at September 30, 2019 remained at 0.58%, consistent with December 31, 2018.
 
The Company’s asset mitigation staff handles all foreclosure actions together with outside legal counsel.
 
The Company pursues loan restructurings in selected cases where it expects to realize better values than may be expected through traditional collection activities. The Company has worked with retail mortgage customers, when possible, to achieve lower payment structures in an effort to avoid foreclosure. Troubled debt restructurings ("TDRs") have been a part of the Company’s loss mitigation activities and can include rate reductions, payment extensions and principal deferrals. Company policy requires TDRs that are classified as nonaccrual loans after restructuring remain on nonaccrual until performance can be verified, which usually requires six months of performance under the restructured loan terms. Accruing restructured loans totaled $12.4 million at September 30, 2019 compared to $13.3 million at December 31, 2018. Accruing TDRs are excluded from our nonperforming asset ratios. The table below sets forth details related to nonaccrual and accruing restructured loans.
 

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  September 30, 2019
  Nonaccrual Loans 
Accruing
Restructured Loans
(In thousands) Non-Current Performing Total 
Construction & land development  
  
  
  
Residential $
 $4,329
 $4,329
 $
Commercial 574
 
 574
 3
Individuals 
 37
 37
 141
  574
 4,366
 4,940
 144
Residential real estate mortgages 1,909
 8,195
 10,104
 6,164
Commercial real estate mortgages 1,616
 5,054
 6,670
 4,703
Real estate loans 4,099
 17,615
 21,714
 11,011
Commercial and financial 2,916
 1,305
 4,221
 1,127
Consumer 29
 80
 109
 257
  $7,044
 $19,000
 $26,044
 $12,395
 
At September 30, 2019 and December 31, 2018, total TDRs (performing and nonperforming) were comprised of the following loans by type of modification:
 
  September 30, 2019 December 31, 2018
(In thousands) Number Amount Number Amount
Rate reduction 53
 $12,230
 56
 $10,739
Maturity extended with change in terms 41
 3,859
 48
 5,083
Chapter 7 bankruptcies 18
 2,241
 22
 1,275
Not elsewhere classified 10
 693
 11
 966
  122
 $19,023
 137
 $18,063
 
During the nine months ended September 30, 2019, seven loans totaling $4.0 million were modified to a TDR, compared to one loan totaling $0.1 million for the nine months ended September 30, 2018. Loan modifications are not reported in calendar years after modification if the loans were modified at an interest rate equal to the yields of new loan originations with comparable risk and the loans are performing based on the terms of the restructuring agreements. There were three defaults totaling $2.1 million of loans to a single borrower modified within the twelve months preceding September 30, 2019. A restructured loan is considered in default when it becomes 90 days or more past due under the modified terms, has been transferred to nonaccrual status, or has been transferred to OREO.
 
At September 30, 2019, loans, excluding PCI, totaling $35.8 million were considered impaired and $1.6 million of the allowance for loan losses was allocated for potential losses on these loans, compared to $36.7 million and $2.7 million, respectively, at December 31, 2018.
 
In accordance with regulatory reporting requirements, loans are placed on nonaccrual following the Retail Classification of Loan interagency guidance. Typically loans 90 days or more past due are reviewed for impairment, and if deemed impaired, are placed on nonaccrual. Once impaired, the current fair market value of the collateral is assessed and a specific reserve and/or charge-off taken. Quarterly thereafter, the loan carrying value is analyzed and any changes are appropriately made as described above. 

Cash and Cash Equivalents and Liquidity Risk Management
 
Liquidity risk involves the risk of being unable to fund assets with the appropriate duration and rate-based liability, as well as the risk of not being able to meet unexpected cash needs. Liquidity planning and management are necessary to ensure the ability to fund operations cost effectively and to meet current and future potential obligations such as loan commitments and unexpected deposit outflows.
 
Funding sources include primarily customer-based deposits, collateral-backed borrowings, brokered deposits, cash flows from operations, cash flows from our loan and investment portfolios and asset sales, primarily secondary marketing for residential real estate mortgages and marine loans. Cash flows from operations are a significant component of liquidity risk management and we

48


consider both deposit maturities and the scheduled cash flows from loan and investment maturities and payments when managing risk.
 
The Company does not rely on and is not dependent on off-balance sheet financing or significant amounts of wholesale funding.

Deposits are a primary source of liquidity. The stability of this funding source is affected by numerous factors, including returns available to customers on alternative investments, the quality of customer service levels, perception of safety and competitive forces. We routinely use debt securities and loans as collateral for secured borrowings. In the event of severe market disruptions, we have access to secured borrowings through the FHLB and the Federal Reserve Bank of Atlanta under its borrower-in-custody program.

Cash and cash equivalents, including interest bearing deposits, totaled $132.3 million on a consolidated basis at September 30, 2019, compared to $116.0 million at December 31, 2018. Higher cash and cash equivalent balances at September 30, 2019 reflect favorable deposit growth, as well as proceeds from the sales of available for sale debt securities.

Contractual maturities for assets and liabilities are reviewed to meet current and expected future liquidity requirements. Sources of liquidity, both anticipated and unanticipated, are maintained through a portfolio of high quality marketable assets, such as residential mortgage loans, debt securities available for sale and interest-bearing deposits. The Company is also able to provide short term financing of its activities by selling, under an agreement to repurchase, United States Treasury and Government agency debt securities not pledged to secure public deposits or trust funds. At September 30, 2019, the Company had available unsecured lines of $130.0 million and lines of credit under current lendable collateral value, which are subject to change, of $1.2 billion. In addition, the Company had $951.2 million of debt securities and $765.1 million in residential and commercial real estate loans available as collateral. In comparison, at December 31, 2018, the Company had available unsecured lines of $130.0 million and lines of credit of $781.7 million, and $665.7 million of debt securities and $869.8 million in residential and commercial real estate loans available as collateral.
 
The Company has traditionally relied upon dividends from Seacoast Bank and securities offerings to provide funds to pay the Company’s expenses and to service the Company’s debt. During the first, second and third quarters of 2019, Seacoast Bank distributed $3.3 million, $4.7 million and $4.8 million, respectively, to the Company and, at September 30, 2019, is eligible to distribute dividends to the Company of approximately $164.7 million without prior approval. No distributions from Seacoast Bank to the Company occurred in 2018. At September 30, 2019, the Company had cash and cash equivalents at the parent of approximately $48.4 million, compared to $40.3 million at December 31, 2018.
 
Deposits and Borrowings
 
The Company’s balance sheet continues to be primarily funded by core deposits.
 
Total deposits increased $495.9 million, or 10%, to $5.7 billion at September 30, 2019, compared to December 31, 2018. At September 30, 2019, total deposits excluding brokered CDs grew $258.1 million, or 5%, from year-end 2018.
 
Since December 31, 2018, interest bearing deposits (interest bearing demand, savings and money market deposits) increased $120.7 million, or 5%, to $2.8 billion, and CDs (excluding broker CDs) increased $54.0 million, or 8%, to $0.8 billion. Noninterest demand deposits were higher by $83.3 million, or 5%, compared to year-end 2018, totaling $1.7 billion. Noninterest demand deposits represented 29% of total deposits at September 30, 2019 and 30% at December 31, 2018.

During the nine months ended September 30, 2019, $1.2 billion of brokered CDs at an average rate of 2.19% matured, and the Company acquired $1.4 billion in brokered CDs at a weighted average rate of 2.14%. Total brokered CDs at September 30, 2019 totaled $458.4 million compared to $220.6 million at December 31, 2018. All the $458.4 million remaining at September 30, 2019 matures in the fourth quarter of 2019.

Customer repurchase agreements totaled $70.4 million at September 30, 2019, decreasing $143.9 million, or 67%, from December 31, 2018. Repurchase agreements are offered by Seacoast to select customers who wish to sweep excess balances on a daily basis for investment purposes. Public funds comprise a significant amount of the outstanding balance.
 
No unsecured federal funds purchased were outstanding at September 30, 2019.

At September 30, 2019 and December 31, 2018, borrowings were comprised of subordinated debt of $71.0 million and $70.8 million, respectively, related to trust preferred securities issued by trusts organized or acquired by the Company, and borrowings from FHLB of $50.0 million and $380.0 million, respectively. At September 30, 2019, the remaining $50.0 million of FHLB

49


borrowings mature in October 2019. The weighted average rate for FHLB funds during the nine months ended September 30, 2019 and 2018 was 2.51% and 1.83%, respectively, and compared to 1.99% for the year ended December 31, 2018. Secured FHLB borrowings are an integral tool in liquidity management for the Company.
 
The Company issued subordinated debt in conjunction with its wholly owned trust subsidiaries, SBCF Capital Trust I and SBCF Statutory Trust II that were formed in 2005. In 2007, the Company issued additional subordinated debt through its wholly owned trust subsidiary, SBCF Statutory Trust III. The 2005 subordinated debt for each trust totaled $20.6 million (aggregating to $41.2 million) and the 2007 subordinated debt totaled $12.4 million. As part of the October 1, 2014 acquisition of The BANKshares Inc., the Company assumed three junior subordinated debentures totaling $5.2 million, $4.1 million, and $5.2 million, respectively. Also, as part of the acquisition of Grand Bankshares, Inc. ("Grand") on July 17, 2015, the Company assumed an additional junior subordinated debenture totaling $7.2 million. The acquired junior subordinated debentures (in accordance with ASC Topic 805 Business Combinations) were recorded at fair value, which collectively is $4.2 million lower than face value at September 30, 2019. This amount is being amortized into interest expense over the acquired subordinated debts’ remaining term to maturity. All trust preferred securities are guaranteed by the Company on a junior subordinated basis.
 
Under Basel III and Federal Reserve rules, qualified trust preferred securities and other restricted capital elements can be included as Tier 1 capital, within limitations. The Company believes that its trust preferred securities qualify under these capital rules. The weighted average interest rate of our outstanding subordinated debt related to trust preferred securities was 4.87% and 4.42% for the nine months ended September 30, 2019 and 2018, respectively, and compared to 4.48% for the year ended December 31, 2018.
 
Off-Balance Sheet Transactions
 
In the normal course of business, we may engage in a variety of financial transactions that, under generally accepted accounting principles, either are not recorded on the balance sheet or are recorded on the balance sheet in amounts that differ from the full contract or notional amounts. These transactions involve varying elements of market, credit and liquidity risk.
 
Lending commitments include unfunded loan commitments and standby and commercial letters of credit. For loan commitments, the contractual amount of a commitment represents the maximum potential credit risk that could result if the entire commitment had been funded, the borrower had not performed according to the terms of the contract, and no collateral had been provided. A large majority of loan commitments and standby letters of credit expire without being funded, and accordingly, total contractual amounts are not representative of our actual future credit exposure or liquidity requirements. Loan commitments and letters of credit expose the Company to credit risk in the event that the customer draws on the commitment and subsequently fails to perform under the terms of the lending agreement.
 
For commercial customers, loan commitments generally take the form of revolving credit arrangements. For retail customers, loan commitments generally are lines of credit secured by residential property. These instruments are not recorded on the balance sheet until funds are advanced under the commitment. Loan commitments were $973.9 million at September 30, 2019 and $982.7 million at December 31, 2018.
 
Capital Resources
 
The Company’s equity capital at September 30, 2019 increased $98.4 million from December 31, 2018 to $962.7 million.
 
The ratio of shareholders’ equity to period end total assets was 13.97% and 12.81% at September 30, 2019 and December 31, 2018, respectively. The ratio of tangible shareholders’ equity to tangible assets was 11.05% and 9.72% at September 30, 2019 and December 31, 2018, respectively. Equity has increased as a result of earnings retained by the Company.

Activity in shareholders’ equity for the nine months ended September 30, 2019 and 2018 follows:
(In thousands) 2019 2018
Beginning balance at December 31, 2018 and 2017 $864,267
 $689,664
Net income 71,563
 51,313
Stock compensation, net of Treasury shares acquired 3,477
 6,503
Change in other comprehensive income 23,371
 (14,649)
Ending balance at September 30, 2019 and 2018 $962,678
 $732,831
Capital ratios are well above regulatory requirements for well-capitalized institutions. Seacoast management's use of risk-based capital ratios in its analysis of the Company’s capital adequacy are “non-GAAP” financial measures. Seacoast management uses these measures to assess the quality of capital and believes that investors may find it useful in their analysis of the Company. The

50


capital measures are not necessarily comparable to similar capital measures that may be presented by other companies (see “Note J – Equity Capital”).
September 30, 2019 Seacoast (Consolidated) 
Seacoast
Bank
 
Minimum to be Well- Capitalized1
Total Risk-Based Capital Ratio 15.55% 14.58% 10.0%
Tier 1 Capital Ratio 14.92% 13.95% 8.0%
Common Equity Tier 1 Ratio (CET1) 13.59% 13.95% 6.5%
Leverage Ratio 12.09% 11.30% 5.0%
1For subsidiary bank only
      
 
The Company’s total risk-based capital ratio was 15.55% at September 30, 2019, an increase from December 31, 2018’s ratio of 14.43%. Higher earnings have been a primary contributor. At September 30, 2019, the Bank’s leverage ratio (Tier 1 capital to adjusted total assets) was 11.30%, well above the minimum to be well capitalized under regulatory guidelines.
 
Accumulated other comprehensive income increased $23.4 million during the nine months ended September 30, 2019 from December 31, 2018, primarily reflecting the impact of lower interest rates on available for sale securities.
 
The Company and Seacoast Bank are subject to various general regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The appropriate federal bank regulatory authority may prohibit the payment of dividends where it has determined that the payment of dividends would be an unsafe or unsound practice. The Company is a legal entity separate and distinct from Seacoast Bank and its other subsidiaries, and the Company’s primary source of cash and liquidity, other than securities offerings and borrowings, is dividends from its bank subsidiary. Without Office of the Comptroller of the Currency (“OCC”) approval, Seacoast Bank can pay $164.7 million of dividends to the Company.
 
The OCC and the Federal Reserve have policies that encourage banks and bank holding companies to pay dividends from current earnings, and have the general authority to limit the dividends paid by national banks and bank holding companies, respectively, if such payment may be deemed to constitute an unsafe or unsound practice. If, in the particular circumstances, either of these federal regulators determined that the payment of dividends would constitute an unsafe or unsound banking practice, either the OCC or the Federal Reserve may, among other things, issue a cease and desist order prohibiting the payment of dividends by Seacoast Bank or us, respectively. The board of directors of a bank holding company must consider different factors to ensure that its dividend level, if any, is prudent relative to the organization’s financial position and is not based on overly optimistic earnings scenarios such as any potential events that may occur before the payment date that could affect its ability to pay, while still maintaining a strong financial position. As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company, such as Seacoast, should consult with the Federal Reserve and eliminate, defer, or significantly reduce the bank holding company’s dividends if: (i) its net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) its prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; or (iii) it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.
 
The Company has seven wholly owned trust subsidiaries that have issued trust preferred stock. Trust preferred securities from our acquisitions were recorded at fair value when acquired. All trust preferred securities are guaranteed by the Company on a junior subordinated basis. The Federal Reserve’s rules permit qualified trust preferred securities and other restricted capital elements to be included under Basel III capital guidelines, with limitations, and net of goodwill and intangibles. The Company believes that its trust preferred securities qualify under these revised regulatory capital rules and believes that it can treat all $71.0 million of trust preferred securities as Tier 1 capital. For regulatory purposes, the trust preferred securities are added to the Company’s tangible common shareholders’ equity to calculate Tier 1 capital.
 
The Company’s capital is expected to continue to increase with positive earnings.


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Critical Accounting Policies and Estimates
 
The Company’s consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), including prevailing practices within the financial services industry. The preparation of consolidated financial statements requires management to make judgments in the application of certain of its accounting policies that involve significant estimates and assumptions. We have 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. Management, after consultation with the Company’s Audit Committee, believes the most critical accounting estimates and assumptions that involve the most difficult, subjective and complex assessments are:
 
the allowance and the provision for loan losses;
acquisition accounting and purchased loans;
intangible assets and impairment testing;
other fair value adjustments;
other than temporary impairment of debt securities;
realization of deferred tax assets; and
contingent liabilities.

The following is a discussion of the critical accounting policies intended to facilitate a reader’s understanding of the judgments, estimates and assumptions underlying these accounting policies and the possible or likely events or uncertainties known to us that could have a material effect on our reported financial information. For more information regarding management’s judgments relating to significant accounting policies and recent accounting pronouncements (see “Note A-Significant Accounting Policies” to the Company’s consolidated financial statements).
 
Allowance and Provision for Loan Losses – Critical Accounting Policies and Estimates
 
Management determines the allowance for loan losses by continuously analyzing and monitoring delinquencies, nonperforming loan levels and the outstanding balances for each loan category, as well as the amount of net charge-offs, for estimating losses inherent in its portfolio. While the Company’s policies and procedures used to estimate the allowance for loan losses are considered adequate by management, factors beyond the control of the Company, such as general economic conditions, both locally and nationally, make management’s judgment as to the adequacy of the provision and allowance for loan losses approximate and imprecise (see “Nonperforming Assets”).
 
The provision for loan losses is the result of a detailed analysis estimating for probable loan losses. The analysis includes the evaluation of impaired and purchased credit impaired loans as prescribed under FASB Accounting Standards Codification (“ASC”) Topic 310, Receivables as well as an analysis of homogeneous loan pools not individually evaluated as prescribed under ASC 450, Contingencies. The provision for loan losses for the third quarter of 2019 was $2.3 million, which compared to $5.8 million for the third quarter of 2018. For the nine months ended September 30, 2019 and 2018, the provision for loan losses totaled $6.2 million and $9.4 million, respectively. The Company incurred net charge-offs during the third quarter of 2019 of $2.1 million and net charge-offs were $0.8 million for the third quarter of 2018. Net charge-offs for the third quarter of 2019 were 0.17% of average loans and, for the four most recent quarters, averaged 0.18% of outstanding loans. Nonperforming loans increased by $3.2 million during the quarter ended September 30, 2019, primarily the result of five customer relationships moving to nonperforming status, all of which are either fully collateralized or written down to realizable values (see section titled “Nonperforming Loans, Troubled Debt Restructurings, Other Real Estate Owned, and Credit Quality”).
 
Management continuously monitors the quality of the Company’s loan portfolio and maintains an allowance for loan losses it believes is sufficient to absorb probable losses incurred in the loan portfolio. The allowance for loan losses increased $1.2 million, or 4%, to $33.6 million at September 30, 2019, compared to $32.4 million at December 31, 2018. The allowance for loan and lease losses (“ALLL”) framework has four basic elements: (1) specific allowances for loans individually evaluated for impairment; (2) general allowances for pools of homogeneous non-purchased loans (“portfolio loans”) within the portfolio that have similar risk characteristics, which are not individually evaluated; (3) specific allowances for purchased impaired loans which are individually evaluated based on the loan's expected principal and interest cash flows; and (4) general allowances for purchased unimpaired pools of homogeneous loans that have similar risk characteristics. The aggregate of these four components results in our total ALLL.
 

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The first component of the ALLL analysis involves the estimation of an allowance specific to individually evaluated impaired portfolio loans, including accruing and non-accruing restructured commercial and consumer loans. In this process, a specific allowance is established for impaired loans based on an analysis of the most probable sources of repayment, including discounted cash flows, liquidation or operation of the collateral, or the market value of the loan itself. It is the Company’s policy to charge off any portion of the loan deemed uncollectible. Restructured consumer loans are also evaluated and included in this element of the estimate. As of September 30, 2019, the specific allowance related to impaired portfolio loans individually evaluated totaled $1.6 million, and compared to $2.7 million at December 31, 2018. Residential loans that become 90 days past due are placed on nonaccrual and a specific allowance is made for any loan that becomes 120 days past due. Residential loans are subsequently written down if they become 180 days past due and such write-downs are supported by a current appraisal, consistent with current banking regulations.
 
The second component of the ALLL analysis, the general allowance for homogeneous portfolio loan pools not individually evaluated, is determined by applying factors to pools of loans within the portfolio that have similar risk characteristics. The general allowance is determined by applying a migration model to portfolio segments that allows us to observe performance over time, and to separately analyze sub-segments based in vintage, risk rating, and origination tactics. Adjustments may be made to baseline reserves for some of the loan pools based on an assessment of internal and external influences on credit quality not fully reflected in the historical loss experience. These influences may include elements such as changes in concentration, macroeconomic conditions, and/or recent observable asset quality trends. Our analysis of the adequacy of the allowance for loan losses also takes into account qualitative factors such as credit quality, loan concentrations, internal controls, audit results, staff turnover, local market conditions, employment levels and loan growth.

The third component consists of amounts reserved for purchased credit-impaired ("PCI") loans. On a quarterly basis, the Company updates the amount of loan principal and interest cash flows expected to be collected, incorporating assumptions regarding default rates, loss severities, the amounts and timing of prepayments and other factors that are reflective of current market conditions. Probable decreases in expected loan cash flows trigger the recognition of impairment, which is then measured as the present value of the expected principal loss plus any related foregone interest cash flows discounted at the pool’s effective interest rate. Impairments that occur after the acquisition date are recognized through the provision for loan losses. Probable and significant increases in expected principal cash flows would first reverse any previously recorded allowance for loan losses; any remaining increases are recognized prospectively as interest income. The impacts of (i) prepayments, (ii) changes in variable interest rates, and (iii) any other changes in the timing of expected cash flows are recognized prospectively as adjustments to interest income. Disposals of loans, which may include sales of loans, receipt of payments in full by the borrower, or foreclosure, result in removal of the loan from the PCI portfolio.
 
The final component consists of amounts reserved for purchased unimpaired loans ("PUL"). Loans collectively evaluated for impairment reported at September 30, 2019 include loans acquired from acquisitions that are not PCI loans. These loans are performing loans recorded at estimated fair value at the acquisition date. Fair value discount amounts are accreted into income over the remaining lives of the related loans on a level yield basis.
   
The allowance as a percentage of portfolio loans outstanding, excluding PCI and PUL loans, was 0.84% at September 30, 2019, a decline of 5 basis points compared to December 31, 2018. The risk profile of the loan portfolio reflects adherence to credit management methodologies to execute a low risk strategic plan for loan growth. New loan production is focused on residential real estate loans, owner-occupied commercial real estate, small business loans for professionals and businesses, as well as consumer lending. Strategies, processes and controls are in place to ensure that new production is well underwritten and maintains a focus on smaller, diversified and lower-risk lending.
 
Concentrations of credit risk, discussed under the caption “Loan Portfolio” of this discussion and analysis, can affect the level of the allowance and may involve loans to one borrower, an affiliated group of borrowers, borrowers engaged in or dependent upon the same industry, or a group of borrowers whose loans are predicated on the same type of collateral. At September 30, 2019, the Company had $1.4 billion in loans secured by residential real estate and $2.3 billion in loans secured by commercial real estate, representing 28% and 46% of total loans outstanding, respectively. In addition, the Company is subject to a geographic concentration of credit because it primarily operates in Florida.
 
It is the practice of the Company to ensure that its charge-off policy meets or exceeds regulatory minimums. Losses on unsecured consumer loans are recognized at 90 days past due, compared to the regulatory loss criteria of 120 days. In compliance with Federal Financial Institution Examination Council guidelines, secured consumer loans, including residential real estate, are typically charged-off or charged down between 120 and 180 days past due, depending on the collateral type. Commercial loans and real estate loans are typically placed on nonaccrual status when principal or interest is past due for 90 days or more, unless the loan is both secured by collateral having realizable value sufficient to discharge the debt in-full and the loan is in process of collection. Secured loans may be charged-down to the estimated value of the collateral with previously accrued unpaid interest reversed.

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Subsequent charge-offs may be required as a result of changes in the market value of collateral or other repayment prospects. Initial charge-off amounts are based on valuation estimates derived from appraisals, broker price opinions, or other market information. Generally, new appraisals are not received until the foreclosure process is completed; however, collateral values are evaluated periodically based on market information and incremental charge-offs are recorded if it is determined that collateral values have declined from their initial estimates.
 
While it is the Company’s policy to charge off in the current period loans for which a loss is considered probable, there are additional risks of future losses that cannot be quantified precisely or attributed to particular loans or classes of loans. Because these risks include the state of the economy, borrower payment behaviors and local market conditions as well as conditions affecting individual borrowers, management’s judgment of the allowance is necessarily approximate and imprecise. The allowance is also subject to regulatory examinations and determinations as to adequacy, which may take into account such factors as the methodology used to calculate the ALLL and the size of the ALLL in comparison to a group of peer companies identified by the regulatory agencies.

Management has established a transition oversight committee responsible for implementing the allowance guidance set forth under ASU 2016-13, Financial Instruments –Credit Losses (Topic 326). Development of accounting policies and business processes is currently underway and will be established in time for the Company to adopt the new guidance on January 1, 2020. The Company may recognize an increase in the allowance for credit losses upon adoption, recorded as a one-time cumulative adjustment to retained earnings. However, the magnitude of the impact on the Company's consolidated financial statements has not yet been determined.

Note F to the financial statements (titled “Allowance for Loan Losses”) summarizes the Company’s allocation of the allowance for loan losses to construction and land development loans, commercial and residential estate loans, commercial and financial loans, and consumer loans, and provides more specific detail regarding charge-offs and recoveries for each loan component and the composition of the loan portfolio at September 30, 2019 and December 31, 2018.
 
Acquisition Accounting and Purchased Loans – Critical Accounting Policies and Estimates
 
The Company accounts for its acquisitions under ASC Topic 805, Business Combinations, which requires the use of the acquisition method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. No allowance for loan losses related to the acquired loans is recorded on the acquisition date as the fair value of the loans acquired incorporates assumptions regarding credit risk. All loans acquired are recorded at fair value in accordance with the fair value methodology prescribed in ASC Topic 820, Fair Value Measurement. The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of expected principal, interest and other cash flows.
 
Over the life of the PCI loans acquired, the Company continues to estimate cash flows expected to be collected. The Company evaluates at each balance sheet date whether the present value of the acquired loans using the effective interest rates has decreased and if so, recognizes a provision for loan loss in its consolidated statement of income. For any increases in cash flows expected to be collected, the Company adjusts the amount of accretable yield recognized on a prospective basis over the loan’s remaining life.
 
Intangible Assets and Impairment Testing – Critical Accounting Policies and Estimates
 
Intangible assets consist of goodwill and core deposit intangibles. Goodwill represents the excess purchase price over the fair value of net assets acquired in business acquisitions. The core deposit intangible represents the excess intangible value of acquired deposit customer relationships as determined by valuation specialists. Core deposit intangibles are amortized on a straight-line basis, and are evaluated for indications of potential impairment at least annually. Goodwill is not amortized but rather is evaluated for impairment on at least an annual basis. We performed an annual impairment test of goodwill as required by ASC Topic 350, Intangibles—Goodwill and Other, in the fourth quarter of 2018. Seacoast conducted the test internally, documenting the impairment test results, and concluded that no impairment occurred. Goodwill was not recorded for the Grand acquisition (on July 17, 2015) that resulted in a bargain purchase gain; however a core deposit intangible was recorded.
 
Fair value estimates for acquired assets and assumed liabilities are based on the information available, and are subject to change for up to one year after the closing date of the acquisition as additional information relative to closing date fair values becomes available.
 
Other Fair Value Measurements – Critical Accounting Policies and Estimates
 
“As Is” values are used to measure fair market value on impaired loans, OREO and repossessed assets. All impaired loans, OREO and repossessed assets are reviewed quarterly to determine if fair value adjustments are necessary based on known changes in the

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market and/or the project assumptions.  When necessary, the “As Is” appraised value may be adjusted based on more recent appraisal assumptions received by the Company on other similar properties, the tax assessed market value, comparative sales and/or an internal valuation. Collateral dependent impaired loans are loans where repayment is solely dependent on the liquidation of the collateral or operation of the collateral for repayment.  If an updated assessment is deemed necessary and an internal valuation cannot be made, an external “As Is” appraisal will be requested. Upon receipt of the “As Is” appraisal a charge-off is recognized for the difference between the loan amount and its current fair market value.
 
The Company made no change to the valuation techniques used to determine the fair values of securities during 2019 and 2018. The fair value of each security available for sale was obtained from independent pricing sources utilized by many financial institutions or from dealer quotes. The fair value of many state and municipal securities are not readily available through market sources, so fair value estimates are based on quoted market price or prices of similar instruments. Generally, the Company obtains one price for each security. However, actual values can only be determined in an arms-length transaction between a willing buyer and seller that can, and often do, vary from these reported values. Furthermore, significant changes in recorded values due to changes in actual and perceived economic conditions can occur rapidly, producing greater unrealized losses or gains in the available for sale portfolio.
 
During 2014, management identified $158.8 million of investment securities available for sale and transferred them to held for investment. The unrealized holding losses at the date of transfer totaled $3.1 million. For the securities that were transferred into the held for investment category from the available for sale category, the unrealized holding losses at the date of the transfer will continue to be reported in other comprehensive income, and will be amortized over the remaining life of the security as an adjustment of yield in a manner consistent with the amortization of a discount. At September 30, 2019, the remaining unamortized amount of these losses was $0.4 million. The amortization of unrealized holding losses reported in equity will offset the effect on interest income of the amortization of the discount. Management believes the securities transferred are a core banking asset that they now intend to hold until maturity, and if interest rates were to increase before maturity, the fair values would be impacted more significantly and therefore are not consistent with the characteristics of an available for sale investment.
 
The Company also holds 11,330 shares of Visa Class B stock, which following resolution of Visa's litigation will be converted to Visa Class A shares. Under the current conversion rate that became effective September 27, 2019, the Company expects to receive 1.6228 shares of Class A stock for each share of Class B stock, for a total of 18,386 shares of Visa Class A stock. Our ownership of Visa stock is related to prior ownership in Visa’s network, while Visa operated as a cooperative. This ownership is recorded on our financial records at a zero basis. Also included in other assets is a $6.4 million investment in a CRA related mutual fund carried at fair value.
 
Other Than Temporary Impairment of Debt Securities – Critical Accounting Policies and Estimates
 
Seacoast reviews investments quarterly for other than temporary impairment (“OTTI”). The following primary factors are considered for securities identified for OTTI testing: percent decline in fair value, rating downgrades, subordination, duration, amortized loan-to-value, and the ability of the issuers to pay all amounts due in accordance with the contractual terms. Prices obtained from pricing services are usually not adjusted. Based on our internal review procedures and the fair values provided by the pricing services, we believe that the fair values provided by the pricing services are consistent with the principles of ASC Topic 820, Fair Value Measurement. However, on occasion pricing provided by the pricing services may not be consistent with other observed prices in the market for similar securities. Using observable market factors, including interest rate and yield curves, volatilities, prepayment speeds, loss severities and default rates, the Company may at times validate the observed prices using a discounted cash flow model and using the observed prices for similar securities to determine the fair value of its securities.
 
Changes in the fair values, as a result of deteriorating economic conditions and credit spread changes, should only be temporary. Further, management believes that the Company’s other sources of liquidity, as well as the cash flow from principal and interest payments from its securities portfolio, reduces the risk that losses would be realized as a result of a need to sell securities to obtain liquidity.

Income Taxes and Realization of Deferred Taxes – Critical Accounting Policies and Estimates
 
Seacoast is subject to income tax laws of the various jurisdictions in which it operates, including U.S. federal, state and local jurisdictions. These laws can be complex and subject to interpretation. Seacoast makes assumptions about how these laws should be applied when determining the provision for income tax expense, including assumptions around the timing of when certain items may be deemed taxable.
 
Seacoast’s provision for income taxes is comprised of current and deferred taxes. Deferred taxes represent the difference in measurement of assets and liabilities for financial reporting purposes compared to income tax return purposes. Deferred tax assets

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may also be recognized in connection with certain net operating losses (NOLs) and tax credits. Deferred tax assets are recognized if, based upon management’s judgment, it is more likely than not the benefits of the deferred tax assets will be realized.
 
At September 30, 2019, the Company had net deferred tax assets ("DTA") of $17.2 million compared to $29.0 million at December 31, 2018. In September 2019, the State of Florida announced a reduction in the corporate income tax rate from 5.5% to 4.458% for the years 2019, 2020 and 2021, resulting in a DTA write down of $1.1 million. Management believes that realization of the carrying value of the DTA is more likely than not, based upon expectations as to future taxable income and tax planning strategies, as defined by ASC Topic 740 Income Taxes.
 
Factors that support this conclusion:
 
Income before tax ("IBT") has steadily increased as a result of organic growth, and the 2016 Floridian and BMO, 2017 GulfShore, NorthStar and PBCB, and 2018 First Green acquisitions will further assist in achieving management’s forecast of future earnings which recovers the remaining state net operating loss carry-forwards well before expiration;
The Company has utilized all of its federal net operating loss carry-forwards, with the exception of those assumed in the acquisitions to which section 382 limitations apply;
Credit costs and overall credit risk have been stable which decreases their impact on future taxable earnings;
Growth rates for loans are at levels adequately supported by loan officers and support staff;
We believe new loan production credit quality and concentrations are actively managed; and
Current economic growth forecasts for Florida and the Company’s markets are supportive.

Contingent Liabilities – Critical Accounting Policies and Estimates
 
The Company is subject to contingent liabilities, including judicial, regulatory and arbitration proceedings, and tax and other claims arising from the conduct of our business activities. These proceedings include actions brought against the Company and/or our subsidiaries with respect to transactions in which the Company and/or our subsidiaries acted as a lender, a financial adviser, a broker or acted in a related activity. Accruals are established for legal and other claims when it becomes probable that the Company will incur an expense and the amount can be reasonably estimated. Company management, together with attorneys, consultants and other professionals, assesses the probability and estimated amounts involved in a contingency. Throughout the life of a contingency, the Company or our advisers may learn of additional information that can affect our assessments about probability or about the estimates of amounts involved. Changes in these assessments can lead to changes in recorded reserves. In addition, the actual costs of resolving these claims may be substantially higher or lower than the amounts reserved for the claims. At September 30, 2019, the Company had no significant accruals for contingent liabilities and had no known pending matters that could potentially be significant.

Interest Rate Sensitivity
 
Fluctuations in interest rates may result in changes in the fair value of the Company’s financial instruments, cash flows and net interest income. This risk is managed using simulation modeling to calculate the most likely interest rate risk utilizing estimated loan and deposit growth. The objective is to optimize the Company’s financial position, liquidity, and net interest income while limiting their volatility.
 
Senior management regularly reviews the overall interest rate risk position and evaluates strategies to manage the risk. The Company's Asset and Liability Management Committee ("ALCO") uses simulation analysis to monitor changes in net interest income due to changes in market interest rates. The simulation of rising, declining and flat interest rate scenarios allows management to monitor and adjust interest rate sensitivity to minimize the impact of market interest rate swings. The analysis of the impact on net interest income over a twelve month period is subjected to instantaneous changes in market rates of 100 basis point increases up to 200 basis points of change or a 100 basis point decrease on net interest income and is monitored on a quarterly basis.

The following table presents the ALCO simulation model's projected impact of a change in interest rates on the projected baseline net interest income for the 12 and 24 month periods beginning on July 1, 2019, holding all other changes in the balance sheet static. This change in interest rates assumes parallel shifts in the yield curve and does not take into account changes in the slope of the yield curve.


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  % Change in Projected Baseline Net Interest Income
Change in Interest Rates 1-12 months 13-24 months
     
+2.00% 6.69 % 9.04 %
+1.00% 3.14 % 4.46 %
Current 0.00 % 0.00 %
-1.00% -2.39 % -3.92 %

 
The Company had a positive gap position based on contractual and prepayment assumptions for the next 12 months, with a positive cumulative interest rate sensitivity gap as a percentage of total earning assets of 20.0% at September 30, 2019. This result includes assumptions for core deposit re-pricing validated for the Company by an independent third party consulting group.
 
The computations of interest rate risk do not necessarily include certain actions management may undertake to manage this risk in response to changes in interest rates. Derivative financial instruments, such as interest rate swaps, options, caps, floors, futures and forward contracts may be utilized as components of the Company’s risk management profile.

Effects of Inflation and Changing Prices
 
The condensed consolidated financial statements and related financial data presented herein have been prepared in accordance with U.S. GAAP, which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money, over time, due to inflation.
 
Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than the general level of inflation. However, inflation affects financial institutions by increasing their cost of goods and services purchased, as well as the cost of salaries and benefits, occupancy expense, and similar items. Inflation and related increases in interest rates generally decrease the market value of investments and loans held and may adversely affect liquidity, earnings, and shareholders’ equity. Mortgage originations and re-financings tend to slow as interest rates increase, and higher interest rates likely will reduce the Company’s earnings from such activities and the income from the sale of residential mortgage loans in the secondary market.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
See Management’s discussion and analysis “Interest Rate Sensitivity.”
 
Market risk refers to potential losses arising from changes in interest rates, and other relevant market rates or prices.
 
Interest rate risk, defined as the exposure of net interest income and Economic Value of Equity, or “EVE,” to adverse movements in interest rates, is the Company’s primary market risk, and mainly arises from the structure of the balance sheet (non-trading activities). The Company is also exposed to market risk in its investing activities. The Company’s Asset/Liability Committee, or “ALCO,” meets regularly and is responsible for reviewing the interest rate sensitivity position of the Company and establishing policies to monitor and limit exposure to interest rate risk. The policies established by the ALCO are reviewed and approved by the Company’s Board of Directors. The primary goal of interest rate risk management is to control exposure to interest rate risk, within policy limits approved by the Board. These limits reflect the Company’s tolerance for interest rate risk over short-term and long-term horizons.
 
The Company also performs valuation analyses, which are used for evaluating levels of risk present in the balance sheet that might not be taken into account in the net interest income simulation analyses. Whereas net interest income simulation highlights exposures over a relatively short time horizon, valuation analysis incorporates all cash flows over the estimated remaining life of all balance sheet positions. The valuation of the balance sheet, at a point in time, is defined as the discounted present value of asset cash flows minus the discounted value of liability cash flows, the net result of which is the EVE. The sensitivity of EVE to changes in the level of interest rates is a measure of the longer-term re-pricing risks and options risks embedded in the balance sheet. In contrast to the net interest income simulation, which assumes interest rates will change over a period of time, EVE uses instantaneous changes in rates.
 

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EVE values only the current balance sheet, and does not incorporate the growth assumptions that are used in the net interest income simulation model. As with the net interest income simulation model, assumptions about the timing and variability of balance sheet cash flows are critical in the EVE analysis. Particularly important are the assumptions driving prepayments and the expected changes in balances and pricing of the indeterminate life deposit portfolios. Core deposits are a more significant funding source for the Company, making the lives attached to core deposits more important to the accuracy of our modeling of EVE. The Company periodically reassesses its assumptions regarding the indeterminate lives of core deposits utilizing an independent third party resource to assist. With lower interest rates over a prolonged period, the average lives of core deposits have trended higher and favorably impacted our model estimates of EVE for higher rates.

The following table presents the projected impact of a change in interest rates on the balance sheet. This change in interest rates assumes parallel shifts in the yield curve and does not take into account changes in the slope of the yield curve.

  % Change in Economic Value of Equity
Change in Interest Rates 
   
+2.00% 17.90 %
+1.00% 13.30 %
Current 0.00 %
-1.00% -16.20 %

While an instantaneous and severe shift in interest rates is used in this analysis to provide an estimate of exposure under an extremely adverse scenario, a gradual shift in interest rates would have a much more modest impact. Since EVE measures the discounted present value of cash flows over the estimated lives of instruments, the change in EVE does not directly correlate to the degree that earnings would be impacted over a shorter time horizon, i.e., the next fiscal year. Further, EVE does not take into account factors such as future balance sheet growth, changes in product mix, change in yield curve relationships, and changing product spreads that could mitigate the adverse impact of changes in interest rates.

Item 4. CONTROLS AND PROCEDURES
 
The Company’s management, with the participation of its chief executive officer and chief financial officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of September 30, 2019 and concluded that those disclosure controls and procedures are effective. There have been no changes to the Company’s internal control over financial reporting that have occurred during the third quarter of 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
While the Company believes that its existing disclosure controls and procedures have been effective to accomplish these objectives, the Company intends to continue to examine, refine and formalize its disclosure controls and procedures and to monitor ongoing developments in this area.

Part II OTHER INFORMATION
 
Item 1. Legal Proceedings
 
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 position, or operating results or cash flows.
 
Item 1A. Risk Factors
 

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In addition to the other information set forth in this report, you should consider the factors discussed in “Part I, Item 1A. Risk Factors” in our report on Form 10-K for the year ended December 31, 2018, which could materially affect our business, financial condition and prospective results. The risks described in this report, in our Form 10-K or our other SEC filings are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. There have been no material changes with respect to the risk factors disclosed in our Annual Report on form 10-K for the year ended December 31, 2018.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
Issuer purchases of equity securities during the first nine months of 2019, entirely related to equity incentive plan activity, were as follows:
Period 
Total
Number of
Shares
Purchased
 
Average Price
Paid Per Share
 
Total Number of
Shares Purchased
as part of Public
Announced Plan1
 
Maximum
Number of
Shares that May
yet be Purchased
Under the Plan
1/1/19 to 1/31/19 1,431
 $26.14
 327,337
 87,663
2/1/19 to 2/28/19 1,489
 25.03
 328,826
 86,174
3/1/19 to 3/31/19 1,353
 27.57
 330,179
 84,821
Total - 1st Quarter 4,273
 $26.21
 330,179
 84,821
4/1/19 to 4/30/19 1,362
 26.94
 331,541
 83,459
5/1/19 to 5/31/19 1,696
 22.03
 333,237
 81,763
6/1/19 to 6/30/19 1,429
 24.17
 334,666
 80,334
Total - 2nd Quarter 4,487
 $24.38
 334,666
 80,334
7/1/19 to 7/31/19 1,341
 25.69
 336,007
 78,993
8/1/19 to 8/31/19 1,552
 22.17
 337,559
 77,441
9/1/19 to 9/30/19 1,340
 24.04
 338,899
 76,101
Total - 3rd Quarter 4,233
 $23.88
 338,899
 76,101
Year to Date 2019 12,993
 $24.76
 338,899
 76,101
1The plan to purchase equity securities totaling 165,000 was approved on September 18, 2001, with no expiration date. An additional 250,000 shares were added to the plan and approved on May 20, 2014.
 
Item 3. Defaults upon Senior Securities
 
None
 
Item 4. Mine Safety Disclosures
 
None
 
Item 5. Other Information
 
None

 

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Item 6. Exhibits
 
 
Exhibit 3.1.1 Amended and Restated Articles of Incorporation Incorporated herein by reference from Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q, filed May 10, 2006.

  
 
Exhibit 3.1.2 Articles of Amendment to the Amended and Restated Articles of Incorporation Incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K, filed December 23, 2008.
  
 
Exhibit 3.1.3 Articles of Amendment to the Amended and Restated Articles of Incorporation Incorporated herein by reference from Exhibit 3.4 to the Company's Form S-1, filed June 22, 2009.

  
 
Exhibit 3.1.4 Articles of Amendment to the Amended and Restated Articles of Incorporation Incorporated herein by reference from Exhibit 3.1 to the Company's Form 8-K, filed July 20, 2009.

  
 
Exhibit 3.1.5 Articles of Amendment to the Amended and Restated Articles of Incorporation Incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K, filed December 3, 2009.
  
 
Exhibit 3.1.6 Articles of Amendment to the Amended and Restated Articles of Incorporation Incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K/A, filed July 14, 2010.
  
 
Exhibit 3.1.7 Articles of Amendment to the Amended and Restated Articles of Incorporation Incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K, filed June 25, 2010.
  
 
Exhibit 3.1.8 Articles of Amendment to the Amended and Restated Articles of Incorporation Incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K, filed June 1, 2011.
  
 
Exhibit 3.1.9 Articles of Amendment to the Amended and Restated Articles of Incorporation Incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K, filed December 13, 2013.
  
 
Exhibit 3.1.10 Articles of Amendment to the Amended and Restated Articles of Incorporation Incorporated herein by reference from Exhibit 3.1 to the Company's Form 8K, filed May 30, 2018.
  
 
Exhibit 3.2 Amended and Restated By-laws of the Company Incorporated herein by reference from Exhibit 3.2 to the Company’s Form 8-K, filed December 21, 2007.
 
   
 
 
 
 
 Exhibit 101The following materials from Seacoast Banking Corporation of Florida’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 formatted in Inline XBRL: (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders' Equity and (vi) the Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
 Exhibit 104The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, formatted in Inline XBRL.

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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 SEACOAST BANKING CORPORATION OF FLORIDA
 
November 12, 2019/s/ Dennis S. Hudson, III
 DENNIS S. HUDSON, III
 Chairman & Chief Executive Officer
 
November 12, 2019/s/ Charles M. Shaffer
 CHARLES M. SHAFFER
 Chief Operating Officer & Chief Financial Officer

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