Edgar Filing: SEACOAST BANKING CORP OF FLORIDA

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Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES 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, STUART FL		34994
(Address of Principal Executive Offices)		(Zip Code)

(772) 287-4000

(Registrant’s Telephone Number, Including Area Code)

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files) Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

Common Stock, $.10 Par Value – 94,911,529 shares as of September 30, 2013

INDEX

SEACOAST BANKING CORPORATION OF FLORIDA


		PAGE #
Part I	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed consolidated balance sheets – September 30, 2013 and December 31, 2012		3-4

	Condensed consolidated statements of income – Three months and nine months ended September 30, 2013 and 2012		5

	Condensed consolidated statements of comprehensive income – Three months and nine months ended September 30, 2013 and 2012		6

	Condensed consolidated statements of cash flows – Nine months ended September 30, 2013 and 2012		7-8

	Notes to condensed consolidated financial statements		9-27

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		28-59

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		60

Item 4.	Controls and Procedures		61

Part II	OTHER INFORMATION

Item 1.	Legal Proceedings		62
Item 1A.	Risk Factors		62
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		63
Item 3.	Defaults upon Senior Securities		63
Item 4.	Submission of Matters to a Vote of Security Holders		63
Item 5.	Other Information		63
Item 6.	Exhibits		64

SIGNATURES			65

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

Seacoast Banking Corporation of Florida and Subsidiaries


(Dollars in thousands, except share amounts)	September 30, 2013			December 31, 2012
ASSETS
Cash and due from banks	$	36,977		$	45,620
Interest bearing deposits with other banks		71,374			129,367

Total cash and cash equivalents		108,351			174,987
Securities:
Available for sale (at fair value)		650,445			643,050
Held for investment (fair value: $14,542 at December 31, 2012)		0			13,818

TOTAL SECURITIES		650,445			656,868
Loans held for sale		14,322			36,021
Loans		1,262,912			1,226,081
Less: Allowance for loan losses		(20,416	)		(22,104	)

NET LOANS		1,242,496			1,203,977
Bank premises and equipment, net		34,651			34,465
Other real estate owned		5,589			11,887
Other intangible assets		914			1,501
Other assets		93,009			54,223

	$	2,149,777		$	2,173,929

LIABILITIES
Deposits	$	1,698,910		$	1,758,961
Federal funds purchased and securities sold under agreements to repurchase, maturing within 30 days		134,338			136,803
Borrowed funds		50,000			50,000
Subordinated debt		53,610			53,610
Other liabilities		9,061			9,009

		1,945,919			2,008,383

CONDENSED CONSOLIDATED BALANCE SHEETS (continued) (Unaudited)

Seacoast Banking Corporation of Florida and Subsidiaries


(Dollars in thousands, except share amounts)	September 30, 2013		December 31, 2012
SHAREHOLDERS’ EQUITY
Preferred stock, authorized 4,000,000 shares, par value $0.10 per share, issued and outstanding 2,000 shares of Series A		49,683		48,746
Common stock, par value $0.10 per share, authorized 300,000,000 shares, issued 94,916,224 and outstanding 94,911,529 shares at September 30, 2013 and issued 94,875,645 and outstanding 94,837,170 shares at December 31, 2012		9,492		9,484
Other shareholders’ equity		144,683		107,316

TOTAL SHAREHOLDERS’ EQUITY		203,858		165,546

	$	2,149,777	$	2,173,929

See notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

Seacoast Banking Corporation of Florida and Subsidiaries


	Three Months Ended September 30,						Nine months ended September 30,
(Dollars in thousands, except per share data)	2013			2012			2013			2012
Interest and fees on loans	$	14,756		$	14,371		$	43,047		$	43,852
Interest and dividends on securities		3,229			3,211			9,456			10,902
Interest on interest bearing deposits and other investments		192			243			644			727

TOTAL INTEREST INCOME		18,177			17,825			53,147			55,481
Interest on deposits		657			1,118			2,089			4,618
Interest on borrowed money		705			755			2,129			2,262

TOTAL INTEREST EXPENSE		1,362			1,873			4,218			6,880

NET INTEREST INCOME		16,815			15,952			48,929			48,601
Provision for loan losses		1,180			900			2,698			9,660

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		15,635			15,052			46,231			38,941
Noninterest income
Other income		6,087			5,679			18,353			15,835
Securities gains, net (includes net losses of $366 and net gains of $149 in other comprehensive income reclassifications for the three months and nine months, respectively)		280			48			419			7,037

TOTAL NONINTEREST INCOME		6,367			5,727			18,772			22,872
TOTAL NONINTEREST EXPENSES		18,503			20,332			56,506			62,763

INCOME (LOSS) BEFORE INCOME TAXES		3,499			447			8,497			(950	)
Provision for income (losses) taxes (benefit) (includes $(141) and $58 in income taxes (benefits) from reclassification items for the three months and nine months, respectively)		(41,642	)		0			(41,642	)		0

NET INCOME (LOSS)		45,141			447			50,139			(950	)
Preferred stock dividends and accretion of preferred stock discount		937			937			2,811			2,811

NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS	$	44,204		$	(490	)	$	47,328		$	(3,761	)

PER SHARE COMMON STOCK:
Net income (loss) diluted	$	0.46		$	(0.01	)	$	0.50		$	(0.04	)
Net income (loss) basic		0.47			(0.01	)		0.50			(0.04	)
Cash dividends declared		0.00			0.00			0.00			0.00
Average shares outstanding - diluted		95,490,153			94,481,997			94,936,042			94,443,215
Average shares outstanding - basic		94,029,583			93,777,662			93,983,629			93,688,003

See notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

Seacoast Banking Corporation of Florida and Subsidiaries


	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands)	2013			2012			2013			2012
NET INCOME (LOSS)	$	45,141		$	447		$	50,139		$	(950	)
Other comprehensive income:
Unrealized gains (losses) on securities available for sale		(3,418	)		2,745			(17,102	)		5,262
Unrealized gains on transfer of securities held for investment into securities available for sale		0			0			724			0
Reclassification adjustment for securities gains and losses included in income		366			(64	)		(149	)		(6,342	)
Provision for income taxes (benefit)		1,178			(1,035	)		6,379			417

COMPREHENSIVE INCOME (LOSS)	$	43,267		$	2,093		$	39,991		$	(1,613	)

See notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

Seacoast Banking Corporation of Florida and Subsidiaries


	Nine Months Ended September 30,
(Dollars in thousands)	2013			2012
Cash flows from operating activities
Interest received	$	56,456		$	58,747
Fees and commissions received		18,095			15,354
Interest paid		(4,254	)		(7,384	)
Cash paid to suppliers and employees		(47,883	)		(52,860	)
Origination of loans held for sale		(169,052	)		(133,378	)
Proceeds from loans held for sale		190,751			122,452
Net change in other assets		1,813			(716	)

Net cash provided by operating activities		45,926			2,215
Cash flows from investing activities
Maturity of securities available for sale		130,122			95,658
Maturity of securities held for investment		0			4,728
Proceeds from sale of securities available for sale		67,330			248,509
Purchase of securities available for sale		(208,066	)		(280,189	)
Purchase of securities held for investment		0			(500	)
Net new loans and principal repayments		(44,474	)		(23,821	)
Proceeds from the sale of other real estate owned		8,312			16,683
Proceeds from sale of Federal Home Loan Bank and Federal Reserve Bank stock		753			296
Purchase of Federal Home Loan Bank and Federal Reserve Bank stock		(61	)		(60	)
Additions to bank premises and equipment		(2,233	)		(2,948	)

Net cash (used in) provided by investing activities		(48,317	)		58,356
Cash flows from financing activities
Net decrease in deposits		(60,049	)		(39,269	)
Net increase in federal funds purchased and repurchase agreements		(2,465	)		(13,859	)
Purchase of stock warrants, net of related expenses		0			(81	)
Stock based employee benefit plans		144			150
Dividends paid on preferred shares		(1,875	)		(1,875	)

Net cash provided (used) by financing activities		(64,245	)		(54,934	)

Net (decrease) increase in cash and cash equivalents		(66,636	)		5,637
Cash and cash equivalents at beginning of period		174,987			167,081

Cash and cash equivalents at end of period	$	108,351		$	172,718

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (Unaudited)

Seacoast Banking Corporation of Florida and Subsidiaries


	Nine Months Ended September 30,
(Dollars in thousands)	2013			2012
Reconciliation of net income to cash provided by operating activities
Net income	$	50,139		$	(950	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		2,045			2,111
Amortization of premiums and discounts on securities, net		3,388			3,392
Other amortization and accretion, net		371			21
Change in loans held for sale, net		21,699			(10,926	)
Provision for loan losses		2,698			9,660
Gain on sale of securities		(419	)		(7,037	)
Gain on sale of loans		(471	)		(657	)
Losses on sale and write-downs of other real estate owned		1,295			3,390
Losses on disposition of fixed assets		2			180
Change in interest receivable		137			446
Change in interest payable		(35	)		(504	)
Change in prepaid expenses		4,729			2,298
Change in accrued taxes		(41,074	)		461
Change in other assets		1,813			(716	)
Change in other liabilities		(391	)		1,046

Net cash provided by operating activities	$	45,926		$	2,215

Supplemental disclosure of non cash investing activities:
Fair value adjustment to securities	$	(16,527	)	$	(1,081	)
Transfer from loans to other real estate owned		3,307			8,274
Transfers from commercial loans to loans held for sale		0			10,321
Securities principal receivable recorded in other assets		702			2,419
Transfer of other real estate owned to other assets		0			1,923
Transfer from securities held for investment to securities available for sale		13,818			0

See notes to condensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES

NOTE A — BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U. S. generally accepted accounting principles 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. generally accepted accounting principles 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. Operating results for the nine-month period ended September 30, 2013, are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 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, 2012.

Use of Estimates

The preparation of these condensed consolidated financial statements required the use of certain estimates by management in determining the Company’s assets, liabilities, revenues and expenses. Actual results could differ from those estimates.

Specific areas, among others, requiring the application of management’s estimates include determination of the allowance for loan losses, the valuation of investment securities available for sale, fair value of impaired loans, contingent liabilities, fair value of other real estate owned, and the valuation of deferred tax assets. Actual results could differ from those estimates.

NOTE B — RECENTLY ISSUED ACCOUNTING STANDARDS

In February 2013, the FASB issued ASU No. 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. The ASU requires the measurement of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement with its co-obligors as well as any additional amount that the entity expects to pay on behalf of its co-obligors. The new standard is effective retrospectively for fiscal years and interim periods within those years, beginning after December 15, 2013, and early adoption is permitted. We are currently evaluating the implications of ASU 2013-04. The Company does not expect it will have a material impact on the Company’s consolidated financial statements.

On March 4, 2013, the FASB issued ASU 2013-05, Foreign Currency Matters: Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, a consensus of the FASB Emerging Issues Task Force. The ASU requires that the entire amount of a cumulative translation adjustment (CTA) related to an entity’s investment in a foreign entity should be released when there has been a:

•

sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in the foreign entity,

•

loss of a controlling financial interest in an investment in a foreign entity (i.e., the foreign entity is deconsolidated), or

•

step acquisition for a foreign entity (i.e., when an entity has changed from applying the equity method for an investment in a foreign entity to consolidating the foreign entity).

The ASU does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. The ASU is effective for fiscal years (and interim periods within those fiscal years) beginning on or after December 15, 2013. The ASU should be applied prospectively from the beginning of the fiscal year of adoption. We are currently evaluating the effect of adopting this standard effective January 1, 2014, but we do not anticipate that our adoption will have a material impact on our consolidated financial condition or results of operations.

NOTE C — BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE

Equivalent shares of 682,000 and 527,000 related to stock options, and stock settled appreciation rights for each of the periods ended September 30, 2013 and 2012, respectively, were excluded from the computation of diluted EPS because they would have been anti-dilutive.


	Three Months Ended September 30,					Nine Months Ended September 30,
(Dollars in thousands, except per share data)	2013		2012			2013		2012
Basic:
Net income available to common shareholders	$	44,204	$	(490	)	$	47,328	$	(3,761	)
Average basic shares outstanding		94,029,583		93,777,662			93,983,629		93,688,003
Basic earnings per share	$	0.47	$	(0.01	)	$	0.50	$	(0.04	)

Diluted:
Net income available to common shareholders	$	44,204	$	(490	)	$	47,328	$	(3,761	)
Average basic shares outstanding		94,029,583		93,777,662			93,983,629		93,688,003
Employee restricted stock		1,460,570		704,335			952,413		755,212

Average diluted shares outstanding		95,490,153		94,481,997			94,936,042		94,443,215
Diluted earnings per share	$	0.46	$	(0.01	)	$	0.50	$	(0.04	)

NOTE D — SECURITIES

The amortized cost and fair value of securities available for sale and held for investment at September 30, 2013 and December 31, 2012 are summarized as follows:


	September 30, 2013
(Dollars in thousands)	Gross Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
SECURITIES AVAILABLE FOR SALE
U.S. Treasury securities and obligations of U.S. Government Sponsored Entities	$	101	$	0	$	0		$	101
Mortgage-backed securities of U.S. Government Sponsored Entities		136,184		1,534		(3,676	)		134,042
Collateralized mortgage obligations of U.S. Government Sponsored Entities		385,832		835		(10,144	)		376,523
Private mortgage backed securities		29,754		0		(642	)		29,112
Private collateralized mortgage obligations		70,845		903		(297	)		71,451
Collateralized loan obligations		32,560		0		(226	)		32,334
Obligations of state and political subdivisions		6,586		304		(8	)		6,882

	$	661,862	$	3,576	$	(14,993	)	$	650,445


	December 31, 2012
(Dollars in thousands)	Gross Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
SECURITIES AVAILABLE FOR SALE
U.S. Treasury securities and obligations of U.S. Government Sponsored Entities	$	1,700	$	7	$	0		$	1,707
Mortgage-backed securities of U.S. Government Sponsored Entities		186,404		3,320		(469	)		189,255
Collateralized mortgage obligations of U.S. Government Sponsored Entities		352,731		2,430		(902	)		354,259
Private collateralized mortgage obligations		96,258		1,203		(530	)		96,931
Obligations of state and political subdivisions		847		51		0			898

	$	637,940	$	7,011	$	(1,901	)	$	643,050

SECURITIES HELD FOR INVESTMENT
Collateralized mortgage obligations of U.S. Government Sponsored Entities	$	4,687	$	0	$	(92	)	$	4,595
Private collateralized mortgage obligations		1,278		33		0			1,311
Obligations of state and political subdivisions		6,353		737		(3	)		7,087
Other		1,500		49		0			1,549

	$	13,818	$	819	$	(95	)	$	14,542

Management changed its intent to hold the securities held for investment during the first quarter 2013 and all securities were transferred to securities available for sale to allow more flexibility in managing interest rate risk.

Proceeds from sales of securities during the nine month period ended September 30, 2013 were $67,330,000 with gross gains of $792,000 and gross losses of $373,000. Proceeds from sales of securities during the nine month period ended September 30, 2012 were $248,509,000 with gross gains of $7,251,000 and gross losses of $214,000.

Securities with a carrying and fair value of $71,680,000 at September 30, 2013 were pledged as collateral for United States Treasury deposits, and other public and trust deposits. Securities with a carrying value and fair value of $160,751,000 were pledged as collateral for repurchase agreements.

The amortized cost and fair value of securities at September 30, 2013, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or repay obligations with or without call or prepayment penalties.


	Available for Sale
	Amortized		Fair
(Dollars in thousands)	Cost		Value
Due in less than one year	$	101	$	101
Due after one year through five years		818		833
Due after five years through ten years		743		762
Due after ten years		5,025		5,287

		6,687		6,983
Mortgage-backed securities of Government Sponsored Entities		136,184		134,042
Collateralized mortgage obligations of Government Sponsored Entities		385,832		376,523
Private mortgage backed securities		29,754		29,112
Private collateralized mortgage obligations		70,845		71,451
Collateralized loan obligations		32,560		32,334
No contractual maturity		0		0

	$	661,862	$	650,445

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 amount of securities with unrealized losses and period of time for which these losses were outstanding at September 30, 2013 and December 31, 2012, respectively.


	September 30, 2013
	Less than 12 months					12 months or longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(Dollars in thousands)	Value		Losses			Value		Losses			Value		Losses
Mortgage-backed securities of U.S. Government Sponsored Entities	$	67,243	$	(3,451	)	$	14,719	$	(225	)	$	81,962	$	(3,676	)
Collateralized mortgage obligations of U.S. Government Sponsored Entities		291,428		(9,590	)		37,191		(554	)		328,619		(10,144	)
Private mortage backed securities		29,112		(642	)		0		0			29,112		(642	)
Private collaterlized mortgage obligations		42,432		(297	)		0		0			42,432		(297	)
Collateralized loan obligations		27,334		(226	)		0		0			27,334		(226	)
Obligations of state and political subdivisions		510		(6	)		125		(2	)		635		(8	)

Total temporarily impaired securities	$	458,059	$	(14,212	)	$	52,035	$	(781	)	$	510,094	$	(14,993	)


	December 31, 2012
	Less than 12 months					12 months or longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(Dollars in thousands)	Value		Losses			Value		Losses			Value		Losses
Mortgage-backed securities of U.S. Government Sponsored Entities	$	54,289	$	(469	)	$	0	$	0		$	54,289	$	(469	)
Collateralized mortgage obligations of U.S. Government Sponsored Entities		150,057		(901	)		4,593		(93	)		154,650		(994	)
Private collateralized mortgage obligations		29,969		(441	)		9,221		(89	)		39,190		(530	)
Obligations of state and political subdivisions		0		0			125		(3	)		125		(3	)

Total temporarily impaired securities	$	234,315	$	(1,811	)	$	13,939	$	(185	)	$	248,254	$	(1,996	)

At September 30, 2013, approximately $0.9 million of the unrealized losses pertain to private label securities secured by collateral originated in 2005 and prior. Their fair value at September 30, 2013 is $71.5 million and is attributable to a combination of factors, including relative changes in interest rates since the time of purchase and decreased liquidity for investment

securities in general. The collateral underlying these mortgage investments are 30- and 15-year fixed and adjustable rate mortgage loans with low loan to values, subordination and historically have had minimal foreclosures and losses. Based on its assessment of these 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, 2013, the Company also had $13.8 million of unrealized losses on mortgage backed securities of government sponsored entities having a fair value of $410.6 million that were attributable to a combination of factors, including relative changes in interest rates since the time of purchase and higher prepayments compressing prices as a result of the Federal Reserve’s actions to maintain low interest rates. The contractual cash flows for these securities are guaranteed by U.S. government agencies and U.S. government-sponsored enterprises. Based on its assessment of these factors, management believes that the unrealized losses on these debt security holdings are a function of changes in investment spreads and interest movements and not changes in credit quality. Management expects to recover the entire amortized cost basis of these securities.

As of September 30, 2013, management does not intend to sell securities that are in significant unrealized loss positions and it is not more 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, 2013.

Included in other assets is $11.3 million of Federal Home Loan Bank and Federal Reserve Bank stock stated at par value. At September 30, 2013, the Company has not identified events or changes in circumstances which may have a significant adverse effect on the fair value of the $11.3 million of cost method investment securities.

NOTE E — LOANS

Information relating to loans is summarized as follows:


	September 30,		December 31
(Dollars in thousands)	2013		2012
Construction and land development	$	62,766	$	60,736
Commercial real estate		499,070		486,828
Residential real estate		582,576		569,331
Commercial and financial		70,779		61,903
Consumer		47,231		46,930
Other loans		490		353

NET LOAN BALANCES	$	1,262,912	$	1,226,081

(1)

Net loan balances as of September 30, 2013 and December 31, 2012 are net of deferred costs of $2,113,000 and $1,530,000, respectively.

The following table presents the contractual aging of the recorded investment in past due loans by class of loans as of September 30, 2013 and December 31, 2012:

September 30, 2013


(Dollars in thousands)	Accruing 30-59 Days Past Due		Accruing 60-89 Days Past Due		Accruing Greater Than 90 Days		Nonaccrual		Current		Total Financing Receivables
Construction & land development	$	86	$	0	$	0	$	1,454	$	61,226	$	62,766
Commercial real estate		21		0		0		6,339		492,710		499,070
Residential real estate		1,575		194		0		20,696		560,111		582,576
Commercial and financial		0		0		0		0		70,779		70,779
Consumer		77		0		0		235		46,919		47,231
Other		0		0		0		0		490		490

Total	$	1,759	$	194	$	0	$	28,724	$	1,232,235	$	1,262,912

December 31, 2012


(Dollars in thousands)	Accruing 30-59 Days Past Due		Accruing 60-89 Days Past Due		Accruing Greater Than 90 Days		Nonaccrual		Current		Total Financing Receivables
Construction & land development	$	7	$	0	$	0	$	1,342	$	59,387	$	60,736
Commercial real estate		832		5		0		17,234		468,757		486,828
Residential real estate		1,179		1,377		1		22,099		544,675		569,331
Commercial and financial		41		0		0		0		61,862		61,903
Consumer		109		0		0		280		46,541		46,930
Other		0		0		0		0		353		353

Total	$	2,168	$	1,382	$	1	$	40,955	$	1,181,575	$	1,226,081

The Company utilizes an internal asset classification system as a means of reporting problem and potential problem loans. Under the Company’s risk rating system, the Company classifies problem and potential problem loans as “Special Mention,” “Substandard,” and “Doubtful” and these loans are monitored on an ongoing basis. Substandard loans include those characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Loans classified as substandard may require a specific allowance, but generally does not exceed 30% of the principal balance. Loans classified as Doubtful, have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses present make 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 generally charged off. Loans that do not currently expose the Company to sufficient risk to warrant classification in one of the aforementioned categories, but possess weaknesses that deserve management’s close attention are deemed to be Special Mention. Risk ratings are updated any time the situation warrants.

Loans not meeting the criteria above are considered to be pass-rated loans and risk grades are recalculated at least annually by the loan relationship manager. The following tables present the risk category of loans by class of loans based on the most recent analysis performed as of September 30, 2013 and December 31, 2012:

September 30, 2013


	Construction						Commercial
	& Land		Commercial		Residential		and		Consumer
(Dollars in thousands)	Development		Real Estate		Real Estate		Financial		Loans		Total
Pass	$	58,318	$	460,210	$	544,711	$	70,156	$	46,098	$	1,179,493
Special mention		593		8,702		622		336		498		10,751
Substandard		0		16,435		1,290		263		447		18,435
Doubtful		0		0		0		0		0		0
Nonaccrual		1,454		6,339		20,696		0		235		28,724
Pass-Troubled debt restructures		1,838		5,167		33		0		0		7,038
Troubled debt restructures		563		2,217		15,224		24		443		18,471

	$	62,766	$	499,070	$	582,576	$	70,779	$	47,721	$	1,262,912

December 31, 2012


	Construction						Commercial
	& Land		Commercial		Residential		and		Consumer
(Dollars in thousands)	Development		Real Estate		Real Estate		Financial		Loans		Total
Pass	$	54,994	$	414,023	$	527,891	$	61,123	$	45,907	$	1,103,938
Special mention		1,717		12,137		1,686		587		450		16,577
Substandard		0		22,180		36		193		256		22,665
Doubtful		0		0		0		0		0		0
Nonaccrual		1,342		17,234		22,099		0		280		40,955
Pass-Troubled debt restructures		2,103		6,513		0		0		0		8,616
Troubled debt restructures		580		14,741		17,619		0		390		33,330

	$	60,736	$	486,828	$	569,331	$	61,903	$	47,283	$	1,226,081

NOTE F — IMPAIRED LOANS AND VALUATION ALLOWANCE FOR LOAN LOSSES

During the first, second and third quarters of 2013, newly identified troubled debt restructurings (“TDRs”) totaled $4.4 million, $4.1 million, and $1.7 million, respectively, summing to $10.2 million, of which $3.4 million were accruing commercial real estate loans, $1.0 million were accruing residential real estate mortgages, and $0.1 million were accruing consumer loans. Loans modified, but where full collection under the modified terms is doubtful are classified as nonaccrual loans from the date of modification and are therefore excluded from the tables below.

The Company’s TDR concessions granted generally do not include forgiveness of principal balances. 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.

When a loan is modified as a TDR, there is not a direct, material impact on the loans within the Consolidated Balance Sheet, as principal balances are generally not forgiven. Most loans prior to modification were classified as an impaired loan and the allowance for loan losses is determined in accordance with Company’s policy.

The following table presents loans that were modified within the nine months ending September 30, 2013:


			Pre-		Post-
			Modification		Modification
	Number		Outstanding		Outstanding		Specific		Valuation
(Dollars in thousands)	of		Recorded		Recorded		Reserve		Allowance
Troubled Debt Restructurings Modified	Contracts		Investment		Investment		Recorded		Recorded
Construction and land development		1	$	14	$	14	$	0	$	0
Residential real estate		8		990		865		0		125
Commercial real estate		7		3,421		3,059		0		362
Commercial and financial		1		25		24		0		1
Consumer		1		92		74		0		18

		18	$	4,542	$	4,036	$	0	$	506

Accruing loans that were restructured within the twelve months preceding September 30, 2013 and defaulted during the nine months ended September 30, 2013 are presented in the table below. The Company considers a loan to have defaulted when it becomes 60 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 specific allowance for loan loss is assigned in accordance with the Company’s policy.


	2013
(Dollars in thousands)	Number of		Recorded
Troubled Debt Restructurings Defaulted	Contracts		Investment
Construction and land development		0	$	0
Residential real estate		2		397
Commercial real estate		1		1,620
Commercial and financial		0		0
Consumer		0		0

		3	$	2,017

As of September 30, 2013 and December 31, 2012, the Company’s recorded investment in impaired loans and the related valuation allowance were as follows:


	September 30, 2013
			Unpaid		Related
	Recorded		Principal		Valuation
(Dollars in thousands)	Investment		Balance		Allowance
Impaired Loans with No Related Allowance Recorded:
Construction and land development	$	2,674	$	3,301	$	0
Commercial real estate		4,755		6,836		0
Residential real estate		14,212		20,224		0
Commercial and financial		24		24		0
Consumer		127		166		0
Impaired Loans with an Allowance Recorded:
Construction and land development		1,181		1,261		173
Commercial real estate		8,968		9,495		684
Residential real estate		21,741		22,295		4,202
Commercial and financial		0		0		0
Consumer		551		573		118
Total:
Construction and land development		3,855		4,562		173
Commercial real estate		13,723		16,331		684
Residential real estate		35,953		42,519		4,202
Commercial and financial		24		24		0
Consumer		678		739		118

	$	54,233	$	64,175	$	5,177


	December 31, 2012
			Unpaid		Related
	Recorded		Principal		Valuation
(Dollars in thousands)	Investment		Balance		Allowance
Impaired Loans with No Related Allowance Recorded:
Construction and land development	$	1,128	$	1,608	$	0
Commercial real estate		12,357		14,337		0
Residential real estate		15,463		22,022		0
Commercial and financial		0		0		0
Consumer		223		255		0
Impaired Loans with an Allowance Recorded:
Construction and land development		2,897		2,941		230
Commercial real estate		26,130		26,648		2,264
Residential real estate		24,256		24,752		4,700
Commercial and financial		0		0		0
Consumer		447		460		75
Total:
Construction and land development		4,025		4,549		230
Commercial real estate		38,487		40,985		2,264
Residential real estate		39,719		46,774		4,700
Commercial and financial		0		0		0
Consumer		670		715		75

	$	82,901	$	93,023	$	7,269

For the nine months ended September 30, 2013 and 2012, the Company’s average recorded investments in impaired loans and related interest income were as follows:


	Nine Months Ended				Nine Months Ended
	September 30, 2013				September 30, 2012
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
(Dollars in thousands)	Investment		Recognized		Investment		Recognized
Impaired Loans with No Related Allowance Recorded:
Construction & land development	$	2,382	$	79	$	1,495	$	1
Commercial real estate		8,288		14		11,831		326
Residential real estate		14,816		40		11,608		129
Commercial and financial		3		1		9		0
Consumer		140		3		463		0
Impaired Loans with an Allowance Recorded:
Construction & land development		1,410		30		3,637		98
Commercial real estate		20,144		319		42,769		1,204
Residential real estate		23,105		406		27,223		617
Commercial and financial		0		0		38		8
Consumer		579		18		605		17
Total:
Construction & land development		3,792		109		5,132		99
Commercial real estate		28,432		333		54,600		1,530
Residential real estate		37,921		446		38,831		746
Commercial and financial		3		1		47		8
Consumer		719		21		1,068		17

	$	70,867	$	910	$	99,678	$	2,400

Impaired loans also include loans that have been modified in troubled debt restructurings where concessions to borrowers who experienced financial difficulties have been granted. At September 30, 2013 and December 31, 2012, accruing TDRs totaled $25.5 million and $41.9 million, respectively.

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 to principal. For the nine months ended September 30, 2013 and 2012, the Company recorded $910,000 and $2,400,000, respectively, in interest income on impaired loans.

For impaired loans whose impairment is measured based on the present value of expected future cash flows, a total of $1,069,000 and $759,000, respectively, was included in interest income for the nine months ended September 30, 2013 and 2012, and represents the change in present value attributable to the passage of time.

Activity in the allowance for loan losses for the three and nine-month periods ended September 30, 2013 is summarized as follows:


	Allowance for Loan Losses for the Three Months Ended September 30, 2013
			Provision								Net
	Beginning		for Loan			Charge-					Charge-			Ending
(Dollars in thousands)	Balance		Losses			Offs			Recoveries		Offs			Balance
Construction & land development	$	877	$	(46	)	$	(25	)	$	41	$	16		$	847
Commercial real estate		6,725		377			(500	)		239		(261	)		6,841
Residential real estate		11,153		750			(677	)		83		(594	)		11,309
Commercial and financial		563		72			0			24		24			659
Consumer		760		27			(33	)		6		(27	)		760

	$	20,078	$	1,180		$	(1,235	)	$	393	$	(842	)	$	20,416



	Allowance for Loan Losses for the Nine Months Ended September 30, 2013
			Provision								Net
	Beginning		for Loan			Charge-					Charge-			Ending
(Dollars in thousands)	Balance		Losses			Offs			Recoveries		Offs			Balance
Construction & land development	$	1,134	$	121		$	(582	)	$	174	$	(408	)	$	847
Commercial real estate		8,849		(1	)		(2,546	)		539		(2,007	)		6,841
Residential real estate		11,090		2,388			(2,449	)		330		(2,119	)		11,309
Commercial and financial		468		(51	)		(60	)		302		242			659
Consumer		563		291			(112	)		18		(94	)		760

	$	22,104	$	2,698		$	(5,749	)	$	1,363	$	(4,386	)	$	20,416



	Allowance for Loan Losses for the Three Months Ended September 30, 2012
			Provision								Net
	Beginning		for Loan			Charge-					Charge-			Ending
(Dollars in thousands)	Balance		Losses			Offs			Recoveries		Offs			Balance
Construction & land development	$	1,355	$	(194	)	$	(92	)	$	210	$	118		$	1,279
Commercial real estate		11,977		225			(1,906	)		117		(1,789	)		10,413
Residential real estate		10,312		950			(995	)		234		(761	)		10,501
Commercial and financial		329		(34	)		0			40		40			335
Consumer		662		(47	)		(34	)		10		(24	)		591

	$	24,635	$	900		$	(3,027	)	$	611	$	(2,416	)	$	23,119



	Allowance for Loan Losses for the Nine Months Ended September 30, 2012
			Provision								Net
	Beginning		for Loan			Charge-					Charge-			Ending
(Dollars in thousands)	Balance		Losses			Offs			Recoveries		Offs			Balance
Construction & land development	$	1,883	$	(329	)	$	(571	)	$	296	$	(275	)	$	1,279
Commercial real estate		11,477		6,285			(7,637	)		288		(7,349	)		10,413
Residential real estate		10,966		3,856			(4,819	)		498		(4,321	)		10,501
Commercial and financial		402		116			(291	)		108		(183	)		335
Consumer		837		(268	)		(88	)		110		22			591

	$	25,565	$	9,660		$	(13,406	)	$	1,300	$	(12,106	)	$	23,119

The allowance for loan losses is composed of specific allowances for certain impaired loans and general allowances grouped into loan pools based on similar characteristics. The Company’s loan portfolio and related allowance at September 30, 2013 and 2012 is shown in the following tables.


	At September 30, 2013
	Individually Evaluated for Impairment				Collectively Evaluated for Impairment				Total
	Carrying		Associated		Carrying		Associated		Carrying		Associated
(Dollars in thousands)	Value		Allowance		Value		Allowance		Value		Allowance
Construction & land development	$	3,855	$	173	$	58,911	$	674	$	62,766	$	847
Commercial real estate		13,723		684		485,347		6,157		499,070		6,841
Residential real estate		35,953		4,202		546,623		7,107		582,576		11,309
Commercial and financial		24		0		70,755		659		70,779		659
Consumer		678		118		47,043		642		47,721		760

	$	54,233	$	5,177	$	1,208,679	$	15,239	$	1,262,912	$	20,416


	At September 30, 2012
	Individually Evaluated for Impairment				Collectively Evaluated for Impairment				Total
	Carrying		Associated		Carrying		Associated		Carrying		Associated
(Dollars in thousands)	Value		Allowance		Value		Allowance		Value		Allowance
Construction & land development	$	4,525	$	444	$	51,688	$	835	$	56,213	$	1,279
Commercial real estate		44,833		3,533		428,970		6,880		473,803		10,413
Residential real estate		38,281		4,440		524,140		6,061		562,421		10,501
Commercial and financial		37		1		58,185		334		58,222		335
Consumer		953		100		50,866		491		51,819		591

	$	88,629	$	8,518	$	1,113,849	$	14,601	$	1,202,478	$	23,119

NOTE G — INCOME TAXES

The Company has net deferred tax assets (“DTA”) of $65.9 million at September 30, 2013, and is included as a component of other assets. Although not assured, the Company believes that the realization of the recognized current carrying value of the DTA is more likely than not based on expectations as to future taxable income and available tax planning strategies, as defined in ASC 740 “Income Taxes”, which could be implemented if necessary to prevent a carryforward from expiring. The Company’s credit losses have moderated, the Company no longer has a three year cumulative loss and the Company’s taxable earnings should result in realization of additional future tax benefits from net operating loss carryforwards. The net operating loss carryforwards expire in various amounts beginning in 2029 and run through 2032. For the three months ended September 30, 2013 the Company recorded the benefit from the reversal of approximately $44.8 million of deferred tax valuation allowance previously recorded during years 2007-10.

NOTE H — EQUITY CAPITAL

The Company is well capitalized for bank regulatory purposes. To be categorized as well capitalized, the Company must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth under “Capital Resources” in this Report. At September 30, 2013, the Company’s principal subsidiary, Seacoast National Bank, or “Seacoast National”, met the risk-based capital and leverage ratio requirements for well capitalized banks under the regulatory framework for prompt corrective action.

The Company’s Series A Preferred Stock with a par value of $0.10 per share pays quarterly dividends of five percent or $625,000. Quarterly dividends will increase to nine percent or $1,125,000 beginning in the first quarter of 2014, five years from the date of issuance.

NOTE I — CONTINGENCIES

The Company and its subsidiaries, because of the nature of their businesses, 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, although no assurance can be given with respect to the ultimate outcome of any such claim or litigation.

NOTE J — FAIR VALUE

In certain circumstances, fair value enables the Company to more accurately align its financial performance with the market value of actively traded or hedged assets and liabilities. Fair values enable a company to mitigate the non-economic earnings volatility caused from financial assets and financial liabilities being carried at different bases of accounting, as well as to more accurately portray the active and dynamic management of a company’s balance sheet. ASC 820 provides additional guidance for estimating fair value when the volume and level of activity for an asset or liability has significantly decreased. In addition, it includes guidance on identifying circumstances that indicate a transaction is not orderly. Under ASC 820, fair value measurements for items measured at fair value on a recurring and nonrecurring basis at September 30, 2013 and 2012 included:


(Dollars 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, 2013
Available for sale securities (3)	$	650,445	$	101	$	650,344	$	0
Loans available for sale (4)		14,322		0		14,322		0
Loans (1)		18,784		0		10,817		7,967
Other real estate owned (2)		5,589		0		1,046		4,543
September 30, 2012
Available for sale securities (3)	$	588,248	$	1,711	$	586,537	$	0
Loans available for sale (4)		28,042		0		28,042		0
Loans (1)		22,380		0		10,351		12,029
Other real estate owned (2)		8,888		0		3,746		5,142

(1)	See Note F. 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 310.

(2)

Fair value is measured on a nonrecurring basis in accordance with ASC 360.

(3)	See Note D for further detail of fair value of individual investment categories.

(4)	Recurring fair value basis determined using observable market data.

The fair value of impaired loans which are not troubled debt restructurings is based on recent real estate appraisals less estimated costs of sale. For residential real estate impaired loans, appraised values or internal evaluation are based on the comparative sales approach. These impaired loans are considered level 2 in the fair value hierarchy. For commercial and commercial real estate impaired 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, 2013 the range of capitalization rates utilized to determine fair value of the underlying collateral averaged approximately 9 percent. 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.

Fair value of available for sale securities are determined using valuation techniques for individual investments as described in Note D.

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, OREO is classified as Level 3 inputs.

Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company’s monthly and/or quarterly valuation process.

During the nine months ended September 30, 2013, there were no transfers between level 1 and level 2 assets carried at fair value.

For loans classified as level 3 the transfers in totaled $2.2 million for the first nine months of 2013, consisting of loans that became impaired during 2013. Transfers out consisted of charge offs of $1.2 million, foreclosures migrating to OREO of $1.3 million, and other reductions (primarily principal payments) totaling $3.4 million. No sales were recorded.

Charge-offs recognized upon loan foreclosures are generally offset by general or specific allocations of the allowance for loan losses and generally do not, and did not during the reported periods, significantly impact the Company’s provision for loan losses.

For OREO classified as level 3 during the first nine months of 2013, transfers in totaled $1.3 million. Transfers out totaled $5.2 million, consisting of valuation write-downs of $0.5 million and sales of $4.7 million.

The carrying amount and fair value of the Company’s other significant financial instruments that are not measured at fair value on a recurring basis in the balance sheet as of September 30, 2013 and 2012 is as follows:


(Dollars 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)
At September 30, 2013
Financial Assets
Loans, net	$	1,223,712	$	0	$	0	$	1,245,373
Financial Liabilities
Deposit liabilities		1,698,910		0		0		1,700,289
Borrowings		50,000		0		54,223		0
Subordinated debt		53,610		0		37,527		0
At September 30, 2012
Financial Assets
Securities held to maturity	$	15,556	$	0	$	16,334	$	0
Loans, net		1,156,979		0		0		1,178,911
Financial Liabilities
Deposit liabilities		1,679,466		0		0		1,681,968
Borrowings		50,000		0		55,947		0
Subordinated debt		53,610		0		32,166		0

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 cash equivalents, interest bearing deposits with other banks, federal funds purchased and securities sold under agreement 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, 2013 and 2012:

Securities: U.S. Treasury securities are reported at fair value utilizing Level 1 inputs. Other securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.

The Company reviews the prices supplied by the independent pricing service, as well as their underlying pricing methodologies, for reasonableness and to ensure such prices are aligned with traditional pricing matrices. In general, the Company does not purchase investment portfolio securities that are esoteric or that have a complicated structure. The Company’s entire portfolio consists of traditional investments, nearly all of which are U.S. Treasury obligations, federal agency bullet or mortgage pass-through securities, or general obligation or revenue based

municipal bonds. Pricing for such instruments is fairly generic and is easily obtained. 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 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, mortgage, etc. Each loan category is further segmented into fixed and adjustable rate interest terms and by performing and nonperforming categories. The fair value of loans, except residential mortgages, is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risks inherent in the loan. For residential mortgage loans, fair value is estimated by discounting contractual cash flows adjusting for prepayment assumptions using discount rates based on secondary market sources. The estimated fair value is not an exit price fair value under ASC 820 when this valuation technique is used.

Loans held for sale: Fair values are based upon estimated values to be received from independent third party purchasers.

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.

Borrowings: The fair value of floating rate borrowings is the amount payable on demand at the reporting date. The fair value of fixed rate borrowings is estimated using the rates currently offered for borrowings of similar remaining maturities.

Subordinated debt: The fair value of the floating rate subordinated debt is estimated using discounted cash flow analysis and estimates of the Company’s current incremental borrowing rate for similar instruments.

NOTE K — SUBSEQUENT EVENTS

Common Stock Offering

On November 5, 2013, Seacoast announced a public offering of 34,883,721 shares of its Common Stock at $2.15 per share. The offering is expected to generate net proceeds of approximately $72 million. The closing of the offering is expected to occur on or about November 12, 2013.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THIRD QUARTER 2013

The following discussion and analysis is designed to provide a better understanding of the significant factors related to the Company’s results of operations and financial condition. 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. 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.

EARNINGS OVERVIEW

While recent years have been difficult for the U.S. economy and for the financial services industry, the Company has been proactively positioning its business for growth by focusing on improving credit quality, de-risking the overall loan portfolio, disposing of problem assets, increasing loan production and growing core deposits. Property values in our markets began to stabilize in 2012 and are improved in 2013, and we expect lower credit costs and costs related to foreclosure activities prospectively. As consumer confidence improves and economic conditions are more robust we also expect improved new loan demand from credit worthy borrowers. We continue to believe our targeted plan to grow our customer and commercial franchise is the best way to build shareholder value going forward.

Our net interest income increased $877,000 during the third quarter of 2013 compared to the same period in 2012 and our net interest margin was 8 basis points higher, principally due to our ability to migrate nonperforming loans to performing status, which was partially offset by lower spreads earned due to the Federal Reserve’s quantitative easing program’s negative impact on the interest margin. During the third quarter of 2013, a recovery of interest on nonaccrual loans of $505,000 provided 10 basis points of improvement to the interest margin. Noninterest income (excluding securities gains) also increased in the third quarter of 2013, by $408,000, a result of growth in key activities such as fees earned from increased households and deposit relationships and from wealth management services. These successes are a direct result of improved tactical execution and our improved condition supporting better growth for both consumer and commercial relationships.

During the last two quarters of 2012, management began implementing a combination of actions, including branch office consolidations, revenue enhancements, further acceleration of growth initiatives and a variety of cost-saving opportunities. A decision to accelerate problem loan liquidation activities during the first half of 2012 was part of this larger review initiated to support earnings growth in 2013 and we took this action in part to take advantage of improving market conditions. As anticipated, the Company is reporting better results for the first, second and third quarters of 2013. Net income for the three months ended September 30, 2013 of $45,141,000, compared to net income of $2,044,000 and $2,954,000 for the first and second quarters of 2013, respectively, and to net income $447,000 for the third quarter of 2012. The results for the third quarter of 2013 include an income tax benefit of $41,642,000 that includes the reversal of the valuation allowance on our net deferred tax assets. Net income available to common shareholders (after preferred dividends and accretion of preferred stock discount) for

third quarter 2013 totals $44,204,000 or $0.46 per average common diluted share, compared to first and second quarter 2013’s net income of $1,107,000 or $0.01 per average common diluted share and $2,017,000 or $0.02 per average common diluted share, and a net loss available to common shareholders of $490,000 or $0.01 per average common diluted share in last year’s third quarter.

Implementation of our plan to reduce core operating expenses by approximately $4.9 million annually is currently on target for 2013. Approximately $3.3 million of the annual reduction was implemented at year-end 2012 and fully impacted the first, second and third quarters of 2013. Core operating expenses, excluding losses on other real estate owned (“OREO”) and asset disposition costs, were $1,122,000, $1,123,000 and $1,292,000 lower for the first, second and third quarters of 2013, respectively, compared to a year ago. Noncore credit related expenses for the first, second and third quarters of 2013, primarily losses on OREO and asset disposition costs, were $1.6 million, $0.6 million and $0.5 million lower, respectively, and in line with our predicted decline of approximately $2.8 million for the total year 2013. For 2012, noncore credit related costs peaked in the first quarter of 2012, and declined in each subsequent quarter during 2012. In addition, the Company’s loan loss provisioning was lower by $1.4 million and $5.9 million for the first and second quarters of 2013, respectively, and $0.3 million higher in the third quarter of 2013, when compared to 2012’s provisioning. Lower provisioning was supported by the decline in nonperforming loans and net charge-offs.

Four of five new loan production offices in the Orlando and Palm Beach markets are open, two late in the first quarter of 2013 and two during the second quarter of 2013, with one more opening planned early in the fourth quarter of 2013. These locations are expected to support an acceleration of our loan production in 2013 and 2014, and have been offset by reductions to expense from the consolidation of four full service banking offices, with those closings completed in December 2012 and January 2013. We anticipate the additional investments in locations will increase our lending capacity in our commercial and business banking lines and expand growth initiatives related to our mortgage business. The Company has committed approximately $1.9 million for property and equipment to be depreciated over useful lives ranging from 5 to 10 years.

The Company’s capital is expected to continue to increase with positive earnings. The board and management continue to review the Company’s potential capital management options. As earnings and asset quality continue to improve, we believe that more financing options will emerge for the Company, particularly when dividends can be prudently paid to the Company by its subsidiary Bank. Under our capital raise, the Company plans to redeem the Series A Preferred stock of $50 million that was sold at auction by the U.S. Treasury to investors on April 3, 2012, ending the Company’s participation in the Treasury’s Troubled Asset Relief Program (“TARP”) Capital Purchase Program (“CPP”). Dividend payments on the Series A Preferred stock are set to increase from 5 percent to 9 percent, beginning in 2014. The replacement of this capital improves our capital structure, and associated cost, prospectively.

CRITICAL ACCOUNTING ESTIMATES

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. 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;

•

fair value measurements;

•

other than temporary impairment of 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.

Allowance and Provision for Loan Losses

The information contained on pages 37-38 and 44-54 related to the “Provision for Loan Losses”, “Loan Portfolio”, “Allowance for Loan Losses” and “Nonperforming Assets” is intended to describe the known trends, events and uncertainties which could materially affect the Company’s accounting estimates related to our allowance for loan losses.

Fair Value Measurements

All impaired loans are reviewed quarterly to determine if fair value adjustments are necessary based on known changes in the 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. If an updated assessment is deemed necessary and an internal valuation cannot be made, an external “As Is” appraisal will be obtained. If the “As Is” appraisal does not appropriately reflect the current fair market value, in the Company’s opinion, a specific reserve is established and/or the loan is written down to the current fair market value.

Collateral dependent impaired loans are loans that are solely dependent on the liquidation of the collateral for repayment. All OREO and repossessed assets (“REPO”) are reviewed quarterly to determine if fair value adjustments are necessary based on known changes in the market and/or project assumptions. When necessary, the “As Is” appraisal is adjusted based on more recent appraisal assumptions received by the Company on other similar properties, the tax assessment market value, comparative sales and/or an internal valuation is performed. If an updated assessment is deemed necessary, and an internal valuation cannot be made, an external 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.

“As Is” values are used to measure fair market value on impaired loans, OREO and REPOs.

At September 30, 2013, outstanding securities designated as available for sale totaled $650,445,000. The fair value of the available for sale portfolio at September 30, 2013 was less than historical amortized cost, producing net unrealized losses of $11,417,000 that have been included in other comprehensive income as a component of shareholders’ equity (net of taxes). The Company made no change to the valuation techniques used to determine the fair values of securities during 2013. The fair value of each security available for sale was obtained from independent pricing sources utilized by many financial institutions. 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.

The credit quality of the Company’s securities holdings are primarily investment grade. As of September 30, 2013, the Company’s available for sale investment securities, except for approximately $6.9 million of securities issued by states and their political subdivisions generally are traded in liquid markets. U.S. Treasury and U.S. Government agency obligations totaled $510.7 million, or 78.5 percent of the total available for sale portfolio. The remainder of the portfolio consists of private label securities, most secured by 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, and adjustable rate mortgage loans. Historically, the mortgage loans serving as collateral for those investments have had minimal foreclosures and losses. In addition, during the second and third quarters of 2013, the Company invested $32.3 million in uncapped 3-month Libor floating rate collateralized loan obligations. Collateralized loan obligations are special purpose vehicles that purchase loans as assets that provide a steady stream of income and possible capital appreciation. The primary collateral for the securities is first lien senior secured corporate debt. The Company has purchased senior tranches rated AAA or AA and performed stress tests, which indicated that the senior subordination levels are sufficient and no principal loss is forecast, verifying the independent rating.

Other Than Temporary Impairment of Securities

Our investments are reviewed 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 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.

The Company also held stock in the Federal Home Loan Bank of Atlanta (“FHLB”) totaling $4.9 million as of September 30, 2013, $0.7 million less than year-end 2012’s balance. The Company accounts for its FHLB stock based on the industry guidance in ASC 942, Financial Services—Depository and Lending, which requires the investment to be carried at cost and evaluated for impairment based on the ultimate recoverability of the par value. We evaluated our holdings in FHLB stock at September 30, 2013 and believe our holdings in the stock are ultimately recoverable at par. We do not have operational or liquidity needs that would require redemption of the FHLB stock in the foreseeable future and, therefore, have determined that the stock is not other-than-temporarily impaired.

Realization of Deferred Tax Assets

At September 30, 2013, the Company had net deferred tax assets (“DTA”) of $65.9 million. Although not assured, 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 740 Income Taxes. In comparison, at September 30, 2012 the Company had a net DTA of $17.2 million.

As a result of the losses incurred in 2010 and 2012, the Company had a three-year cumulative pretax loss until the current quarter. At September 30, 2013, the total has converted to a three-year cumulative pretax income of $4.7 million. Lower credit costs and increasing revenues for 2013, and increased reliance on management’s forecast of future taxable earnings, resulted in the Company’s conclusion that its deferred tax valuation allowance of $44.8 million was no longer needed. The most important factors that support this conclusion are:

Income before tax (IBT) has increased over the past 5 quarters as credit costs have improved.

Credit costs have improved and overall credit risk has been reduced to a level which will decrease the impact on future taxable earnings.

Credit processes, policies and governance have been improved and enhanced.

Income before tax results for the third quarter 2013 and for the nine months ended September 30, 2013 indicates an annualized steady state income before tax of $13-$16 million per year, assuming a normalized loan loss provision and no improvement in economic conditions which recovers the net operating loss carryforwards before expiration.

Since 2008 the Company has made steady improvements in asset quality, loan growth, core deposit business and personal accounts, noninterest income and maintained strong capital ratios throughout the challenging economic environment.

At September 30, 2013 the Company no longer has a three year cumulative loss.

The OCC, the subsidiary bank’s primary regulator terminated its formal agreement.

Contingent Liabilities

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 advisor, 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 advisors 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, 2013 and 2012, the Company had no significant accruals for contingent liabilities and had no known pending matters that could potentially be significant.

RESULTS OF OPERATIONS

NET INTEREST INCOME

Net interest income (on a fully taxable equivalent basis) for the third quarter of 2013 totaled $16,872,000, increasing from 2013’s second quarter by $700,000 or 4.3 percent, and higher than third quarter 2012’s result by $877,000 or 5.5 percent. Lower asset yields as a result of the Federal Reserve’s actions to lower interest rates and the restructuring of the investment portfolio to lower pricing risks in 2012 were more than offset by improving loan volumes and a recovery of interest on nonaccrual loans of $505,000, increasing third quarter 2013’s net interest income, year over year. The following table details net interest income and margin results (on a tax equivalent basis) for the past five quarters:


(Dollars in thousands)	Net Interest Income (tax equivalent)		Net Interest Margin (tax equivalent)
Third quarter 2012	$	15,995		3.17	%
Fourth quarter 2012		16,254		3.22
First quarter 2013		16,055		3.15
Second quarter 2013		16,172		3.12
Third quarter 2013		16,872		3.25

Fully taxable equivalent net interest income is a common term and measure used in the banking industry but is not a term used under generally accepted accounting principles (“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 an alternative to GAAP.


	Third			Second			First			Fourth			Third
	Quarter			Quarter			Quarter			Quarter			Quarter
(Dollars in thousands	2013			2013			2013			2012			2012
Nontaxable interest income	$	107		$	108		$	105		$	87		$	82
Tax Rate		35	%		35	%		35	%		35	%		35	%
Net interest income (TE)	$	16,872		$	16,172		$	16,055		$	16,254		$	15,995
Total net interest income (not TE)		16,815			16,114			16,000			16,208			15,952
Net interest margin (TE)		3.25	%		3.12	%		3.15	%		3.22	%		3.17	%
Net interest margin (not TE)		3.24			3.11			3.14			3.21			3.16

The level of nonaccrual loans, changes in the earning assets mix, and the Federal Reserve’s policies lowering interest rates have been primary forces affecting net interest income and net interest margin results.

The earning asset mix changed year over year impacting net interest income. For the third quarter of 2013, average loans (the highest yielding component of earning assets) as a percentage of average earning assets totaled 62.1 percent, compared to 61.0 percent a year ago. Average securities as a percentage of average earning assets increased from 28.6 percent a year ago to 32.4 percent during the third quarter of 2013 and interest bearing deposits and other investments decreased to 5.5 percent in 2013 from 10.4 percent in 2012, reflecting the reinvestment of $226.8 million of proceeds from securities sales transacted during the first and second quarters of 2012. While average total loans as a percentage of earning assets was slightly higher, the mix of loans was generally unchanged, with volumes related to commercial real estate representing 41.8 percent of total loans at September 30, 2013 (compared to 41.1 percent at September 30, 2012) and lower yielding residential loan balances with individuals (including home equity loans and lines, and personal construction loans) representing 48.8 percent of total loans at September 30, 2013 (versus 49.7 percent at September 30, 2012) (see “Loan Portfolio”).

The yield on earning assets for the third quarter of 2013 was 3.52 percent, 2 basis points lower than 2012’s third quarter, a reflection of the lower interest rate environment and earning asset mix. The following table details the yield on earning assets (on a tax equivalent basis) for the past five quarters:


	Third			Second			First			Fourth			Third
	Quarter			Quarter			Quarter			Quarter			Quarter
	2013			2013			2013			2012			2012
Yield		3.52	%		3.39	%		3.43	%		3.53	%		3.54	%

The yield on loans decreased 9 basis points to 4.59 percent over the last twelve months with nonaccrual loans totaling $28.7 million or 2.3 percent of total loans at September 30, 2013 (versus $44.5 million or 3.7 percent of total loans at September 30, 2012). The yield on loans benefited from a $505,000 recovery of interest on nonaccrual loans that enhanced third quarter 2013’s yield by 16 basis points. The yield on investment securities was lower, decreasing 29 basis points year over year to 1.95 percent for the third quarter of 2013, due to securities sold

during the first six months of 2012 to reduce interest rate risk and reinvestment at lower yields and lower add-on rates as the result of Fed actions during the last half of 2012. The yield on interest bearing deposits and other investments was slightly higher at 0.67 percent for third quarter 2013, up 21 basis points compared to a year earlier.

Average earning assets for the third quarter of 2013 increased $50.8 million or 2.5 percent compared to 2012’s third quarter balance. Average loan balances for 2013 increased $55.1 million or 4.5 percent to $1,278.4 million, average investment securities increased $91.4 million or 15.9 percent to $665.7 million, and average interest bearing deposits and other investments decreased $95.7 million or 45.7 percent to $113.8 million.

Commercial and commercial real estate loan production for the first nine months of 2013 totaled approximately $138 million, compared to production for all of 2012 and 2011 of $109 million and $63 million, respectively. Improvements in commercial production resulted from a focused program to target small business segments less impacted by the lingering effects of the recession. Our strategy has been to focus on hiring commercial lenders for the larger metropolitan markets in which the Company competes, principally Orlando and Palm Beach. While commercial production improved and period-end total loans outstanding have increased by $62.0 million or 5.2 percent since September 30, 2012, we expect a more significant growth from new commercial lender pipelines and loan closings prospectively. At September 30, 2013 the Company’s total commercial and commercial real estate loan pipeline was $55 million, versus $47 million at June 30, 2013 and $63 million at March 31, 2013. The Company has expanded its residential mortgage loan originations and seeks to expand loans to small businesses in 2013. Opportunities to lend to consumers and business have been market share driven.

Closed residential mortgage loan production for the first, second and third quarters of 2013 totaled $56 million, $80 million and $62 million, respectively, of which $33 million, $49 million and $32 million was sold servicing-released. In comparison, closed residential mortgage loan production for the first, second, third and fourth quarters of 2012 totaled $48 million, $66 million, $63 million and $72 million, respectively, of which $20 million, $26 million, $34 million and $39 million was sold servicing-released. Applications for residential mortgages totaled $302 million during the first nine months of 2013, compared to $387 million for all of 2012. Much of our loan production has been focused on residential home mortgages, which has continued to show signs of strengthening here in our markets and across Florida. Existing home sales and home mortgage loan refinancing activity in the Company’s markets have increased, but some demand for new home construction is beginning to appear. Inventory levels for existing homes in many markets is now at a three- or four-month supply, some of the lowest levels the Company has seen since pre-recession.

During the first nine months of 2013, proceeds from the sales of securities totaled $67.3 million (including net gains of $25,000, $114,000 and $280,000 for the first, second and third quarter, respectively). In comparison, proceeds from the sales of securities totaled $248.5 million for the first nine months of 2012 (including net gains of $3,374,000, $3,615,000 and $48,000 for the first, second and third quarter, respectively). Management believed the securities sold had minimal opportunity to further increase in value. Securities purchases in 2013 and 2012 have been conducted principally to reinvest funds from maturities and principal repayments, as well as to reinvest excess funds (in an interest bearing deposit) at the Federal Reserve Bank, and the proceeds from sales. During the first nine months of 2013, maturities (principally pay-downs of $125.3 million) totaled $130.1 million and securities portfolio purchases totaled $208.1 million.

In comparison, for the nine months ended September 30, 2012 maturities totaled $100.4 million and securities portfolio purchases totaled $280.2 million.

The cost of average interest-bearing liabilities in the third quarter of 2013 was the same as second quarter 2013 and was 13 basis points lower than for the third quarter of 2012, reflecting the lower interest rate environment and improved deposit mix. The following table details the cost of average interest bearing liabilities for the past five quarters:


	Third			Second			First			Fourth			Third
	Quarter			Quarter			Quarter			Quarter			Quarter
	2013			2013			2013			2012			2012
Rate		0.36	%		0.36	%		0.38	%		0.42	%		0.49	%

The Company’s retail core deposit focus has produced strong growth in core deposit customer relationships and improved deposit mix. Lower rates paid on interest bearing deposits during 2013 (and last several quarters) reduced the overall cost of total deposits to 0.15 percent for the third quarter of 2013, 11 basis points lower than the same quarter a year ago. A significant component favorably affecting the Company’s net interest margin, the average balances of lower cost interest bearing deposits (NOW, savings and money market) totaled 77.0 percent of total average interest bearing deposits for the third quarter of 2013, an improvement compared to the average of 72.1 percent a year ago. The average rate for lower cost interest bearing deposits for 2013 was 0.08 percent, down by 8 basis points from 2012’s third quarter rate. Certificate of deposit (“CD”) rates paid were also lower for the third quarter of 2013, averaging 0.64 percent, an 18 basis point decrease compared to the third quarter a year ago. Average CDs (the highest cost component of interest bearing deposits) were 23.0 percent of interest bearing deposits for the third quarter of 2013, compared to 27.9 percent for 2012, with ending balances edging down to 22.7 percent for CDs as of September 30, 2013. Prospectively, with interest rates predicted to remain low through 2013, reductions in interest bearing deposit costs will be more challenging to produce due to more limited re-pricing opportunities.

Average deposits totaled $1,713.5 million during the third quarter of 2013, and were $33.8 million higher compared to third quarter 2012, even with a planned reduction of time deposits occurring. Average aggregate amounts for NOW, savings and money market balances increased $42.7 million or 4.6 percent to $969.5 million for 2013 compared to the third quarter of 2012, average noninterest bearing deposits increased $60.2 million or 15.3 percent to $454.6 million for 2013 compared to 2012, and average CDs decreased by $69.1 million or 19.3 percent to $289.4 million over the same period. With the low interest rate environment and lower CD rate offerings available, customers have been more complacent and are leaving more funds in lower cost average balances in savings and other liquid deposit products that pay no interest or a lower interest rate.

Average short-term borrowings have been principally comprised of sweep repurchase agreements with customers of Seacoast National, which increased $16.7 million to $157.6 million or 11.8 percent for the third quarter of 2013 as compared to 2012 for the same period. With balances typically peaking during the fourth and first quarters each year, public fund clients with larger balances have the most significant influence on average sweep repurchase agreement balances outstanding during the year.

Prospectively, we expect our net interest margin to grow as our lending initiatives produce improved results and our problem loan liquidation activities are concluded. We are positioned for stronger earnings performance with a more typical yield curve and as excess liquidity is deployed into higher earning assets. The focus the last three plus years on achieving increased household growth year over year should produce future organic revenue growth, as the long term value of core household relationships are revealed, as more products are sold and fees earned, and as normalized interest rates return as the economy improves.

PROVISION FOR LOAN LOSSES

Management determines the provision for loan losses charged to operations by continually analyzing and monitoring delinquencies, nonperforming loans and the level of outstanding balances for each loan category, as well as the amount of net charge-offs, and by estimating losses inherent in its portfolio. While the Company’s policies and procedures used to estimate the provision for loan losses charged to operations 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 necessarily approximate and imprecise (see “Nonperforming Assets” and “Allowance for Loan Losses”).

The provision for loan losses is the result of a detailed analysis estimating an appropriate and adequate allowance for loan losses. The analysis includes the evaluation of impaired loans as prescribed under FASB Accounting Standards Codification (“ASC”) 310, Receivables as well as, an analysis of homogeneous loan pools not individually evaluated as prescribed under ASC 450, Contingencies. For the first, second and third quarters of 2013 we recorded provisioning for loan losses of $1.0 million, $0.6 million and $1.2 million, respectively. In comparison, provisioning in the first, second, third and fourth quarters of 2012 totaled $2.3 million, $6.5 million, $0.9 million and $1.1 million, respectively. Net charge-offs for the first, second and third quarters of 2013 of $1.5 million, $2.0 million and $0.8 million, respectively, compared to net charge-offs of $3.4 million, $6.3 million, $2.4 million, and $2.2 million in the first, second, third and fourth quarters of 2012, respectively. Net charge-offs represented 0.46 percent of average total loans for the first nine months of 2013, versus 1.16 percent of average total loans for all of 2012. Delinquency trends remain low and show continued stability (see “Nonperforming Assets”).

Note F to the financial statements (titled “Impaired Loans and Valuation Allowance for Loan Losses”) provides additional information concerning the Company’s allowance and provisioning for loan losses.

NONINTEREST INCOME

Noninterest income, excluding securities gains or losses, totaled $6,087,000 for the third quarter of 2013, $408,000 or 7.2 percent higher than 2012’s third quarter and $248,000 or 3.9 percent below the second quarter 2013. The third quarter’s economic activities are weaker compared to other quarters. Noninterest income accounted for 26.6 percent of total revenue (net interest income plus noninterest income, excluding securities gains or losses) during the third quarter of 2013, compared to 26.3 percent a year ago.

Noninterest income for the third quarter of 2013, compared to second quarter 2013 and the third quarter of 2012, is detailed as follows:


	Third		Second		Third
	Quarter		Quarter		Quarter
(Dollars in thousands)	2013		2013		2012
Service charges on deposits	$	1,741	$	1,641	$	1,620
Trust income		667		675		550
Mortgage banking fees		1,075		1,256		1,155
Brokerage commissions and fees		383		362		247
Marine finance fees		283		419		279
Interchange income		1,358		1,388		1,119
Other deposit-based EFT fees		77		87		70
Other income		503		507		639

Total	$	6,087	$	6,335	$	5,679

For the third quarter of 2013, revenues from the Company’s wealth management services businesses (trust and brokerage) increased by $253,000 or 31.7 percent year over year versus third quarter 2012, and were higher for the first nine months of 2013 compared to 2012 by $722,000 or 29.3 percent. Included in the $253,000 increase from a year ago, trust revenue was higher by $117,000 or 21.3 percent and brokerage commissions and fees increased by $136,000 or 55.1 percent. Economic uncertainty is the primary issue affecting clients of the Company’s wealth management services. Higher inter vivos, estate and agency fees were the primary cause for the higher trust income versus third quarter 2012, as these fees increased $31,000, $45,000 and $32,000, respectively. The $136,000 overall growth in brokerage commissions and fees for 2013 included an increase of $132,000 in annuity income.

Service charges on deposits for the third quarter of 2013 were $121,000 or 7.5 percent higher year over year versus 2012’s result, and were $365,000 or 8.0 percent higher for the first nine months of 2013 when compared to the same period for 2012. During the third quarter of 2013, overdraft fees decreased $41,000 or 3.4 percent year over year and represented approximately 67 percent of total service charges on deposits, slightly lower than the average of 74 percent for all of 2012. The regulators continue to review the banking industry’s practices around overdraft programs and additional regulation could further reduce fee income for the Company’s overdraft services. Remaining service charges on deposits increased $162,000 or 40.1 percent to $566,000 for third quarter 2013, compared to the third quarter a year ago. Service charge income in 2013 reflects our growing base of core deposit relationships over the past twelve months, and our emphasis to provide products meeting the needs of each customer that generate appropriate fees for the services offered.

For the third quarter of 2013, fees from the non-recourse sale of marine loans totaled $283,000, slightly higher by $4,000 compared to third quarter 2012, and were higher for the nine months ended September 30, 2013 compared to 2012’s result, by $121,000 or 14.2 percent. The Seacoast Marine Division originated $66 million in loans during the first nine months of 2013, of which 84 percent was sold. Production levels have been significantly lower since the end of 2008 and are reflective of the general economic downturn. Lower attendance at boat shows by consumers, manufacturers, and marine retailers over the past several years has resulted in lower marine sales and loan volumes. The Seacoast Marine Division is headquartered in Ft. Lauderdale, Florida with lending professionals in Florida, California, Washington and Oregon.

Greater usage of check or debit cards over the past several years by core deposit customers and an increased cardholder base has increased our interchange income. For the third quarter of 2013, interchange income increased $239,000 or 21.4 percent compared to third quarter 2012, and was $666,000 or 19.9 percent higher for the first nine months of 2013 versus 2012’s income. Other deposit-based electronic funds transfer (“EFT”) income was higher (by $7,000) versus a year ago for the third quarter and increased by $9,000 or 3.6 percent for the first nine months of 2013 compared to 2012. Interchange revenue is dependent upon business volumes transacted, as well as the fees permitted by VISA^® and MasterCard^®. The Dodd-Frank Act regulation is not expected to impact this source of fee revenue for Seacoast National materially, but has significantly reduced fees collected by larger financial institutions.

The Company originates residential mortgage loans in its markets, with loans processed by commissioned employees of Seacoast National. Many of these mortgage loans are referred by the Company’s branch personnel. Mortgage banking fees in the third quarter of 2013 decreased $80,000 or 6.9 percent from 2012’s third quarter result, but were $765,000 or 28.5 percent higher for the nine months ended September 30, 2013 compared to a year ago the same period. Mortgage banking revenue as a component of overall noninterest income was 18.8 percent for 2013, compared to 17.3 percent for all of 2012. Mortgage revenues are dependent upon favorable interest rates, as well as good overall economic conditions, including the volume of home sales. Residential real estate sales and activity in our markets improved during 2012 and carried over into 2013, with transactions increasing, prices firming and affordability improving. The Company was the number one originator of home purchase mortgages in Martin, St. Lucie and Indian River counties during 2012 and the first eight months of 2013, based on the data available to date.

NONINTEREST EXPENSES

The Company’s overhead ratio was in the low to mid 60’s in years prior to the recession. Lower earnings and cyclical credit costs in 2012, 2011 and 2010 resulted in this ratio increasing to 94.6 percent, 90.1 percent, and 104.6 percent, respectively. For the first nine months of 2013, the overhead ratio was 80.2 percent and total noninterest expenses were $6,257,000 or 10.0 percent lower versus the first nine months a year ago, totaling $56,506,000. When compared to the third quarter of 2012, total noninterest expenses for 2013 decreased by $1,829,000 or 9.0 percent.

During the third quarter of 2012 management’s organizational structure was streamlined and the Company announced the consolidation of four offices, resulting in severance and other organizational costs of $839,000 and branch consolidation costs of $232,000 impacting overhead for the third quarter of 2012. An additional $491,000 in organizational and branch consolidation costs impacted the fourth quarter of 2012. Through these decisions and other cost reduction measures expected to take effect in 2013, and our tactical plans to increase loan production this year, we have experienced improved earnings for 2013.

Salaries and wages totaling $7,557,000 were $546,000 or 6.7 percent lower for the third quarter of 2013 compared to third quarter 2012. Compared to the third quarter of 2012, commission payments for 2013 related to revenues generated from wealth management and lending production increased $71,000 or 12.4 percent. Base salaries were higher for the third quarter of

2013 by $409,000 or 6.1 percent, reflecting additional commercial relationship managers and credit support personnel hired during the past twelve months and staff added to the compliance and risk management departments. Totaling only $24,000, severance payments for positions eliminated during the third quarter of 2013 were $442,000 lower than a year ago when organizational changes were occurring. No executive cash incentive compensation has been paid in 2013 or 2012. Salaries and wages were $336,000 or 1.5 percent higher for the first nine months of 2013 versus the same period in 2012.

In the third quarter of 2013, employee benefits costs decreased by $211,000 or 11.0 percent to $1,713,000 from a year ago, and were $91,000 or 1.6 percent lower for the first nine months of 2013 when compared to 2012’s result. While $113,000 higher during the first quarter of 2013, costs for our self-funded health care plan were lower by $140,000 and $224,000 for the second and third quarter 2013, respectively, compared to the second and third quarter a year ago, due to lower claims and utilization. Matching 401K contributions associated with employee salary deferrals have been limited over the last few years, and were $12,000 higher during the third quarter of 2013 compared to the third quarter of 2012. Higher payroll taxes were entirely offset by lower unemployment compensation costs during the third quarter of 2013, versus a year ago. The Company has met with its self-funded plan provider and discussed possible impacts of U.S. Health Care Reform and determined that costs are expected to increase 2.0 to 3.5 percent in 2014 related to implementation of new coverage.

Outsourced data processing costs totaled $1,657,000 for the third quarter of 2013, a decrease of $266,000 or 13.8 percent from a year ago and year to date outsourced data processing costs decreased $692,000 or 12.6 percent. Seacoast National utilizes third parties for its core data processing systems. Outsourced data processing costs are directly related to the number of transactions processed. During the third quarter of 2013, a decrease in core data processing costs of $130,000 and a decline in software licensing and maintenance (aggregated) of $149,000 were the primary cause for the decrease in total data processing costs versus 2012’s third quarter costs. The Company’s contract with its existing core data processor was renegotiated as of January 1, 2013 for a term of 5 1/2 years, with lower costs negotiated and with annual savings expected for 2013. Interchange processing costs and other electronic funds transfer related costs (aggregated) were $13,000 higher for the third quarter of 2013, versus a year ago. We are anticipating improvements and enhancements related to mobile remote deposit capture, and other digital products and services through our core data processor during 2013 and 2014, which will increase our outsourced data processing costs as customers adopt the new digital products.

Total occupancy, furniture and equipment expenses for the third quarter of 2013 and year to date, respectively, decreased $221,000 or 8.3 percent to $2,429,000 and $486,000 or 6.4 percent to $7,091,000 year over year versus 2012’s results. Recent branch consolidations at the end of 2012 have favorably impacted expense prospectively, but will be partially offset by our five smaller loan production offices opening in our Orlando and Palm Beach markets during 2013. At September 30, 2013, four of the five loan production offices were open, with the remaining office to open during the fourth quarter of 2013.

For the third quarter of 2013, marketing expenses, including sales promotion costs, ad agency production and printing costs, newspaper and radio advertising, and other public relations costs associated with the Company’s efforts to market products and services, decreased by $329,000 or 41.9 percent to $456,000, when compared to the third quarter of 2012. The Company promoted various loan products using direct mail in 2012 and shifted these expenditures to the opening of new offices in 2013. Marketing expenses for the first nine months of 2013 were lower

by $798,000 or 33.4 percent when compared to the nine months ended September 30, 2012. Marketing expenses reflect a focused campaign in our markets targeting the customers of competing financial institutions and promoting our brand. Direct mail activities, media costs for television and newspaper advertising, and sales promotions, have been lower during the third quarter of 2013 versus a year ago, decreasing $203,000, $76,000, and $51,000, respectively. Printing costs were limited for 2013 and costs to promote lending in Orlando and Palm Beach under our new Accelerate brand were lower, decreasing $11,000 and $25,000, respectively, from the third quarter a year ago. Partially offsetting, public relations expenditures were higher, up $30,000 compared to 2012’s third quarter.

Legal and professional fees were slightly higher, increasing by $160,000 or 22.4 percent from third quarter a year ago to $874,000, but continue to trend lower for the nine months ended September 30, 2013 (compared to the same period in 2012), by $2,158,000 or 52.3 percent. Third quarter 2012’s legal fees benefited from a recovery of legal fees of $500,000 from a single creditor. Other professional fees were lower year over year for the third quarter, declining $63,000, and CPA fees and OCC fees for 2013 were $51,000 and $45,000 below 2012’s third quarter, respectively. Prospectively, legal fees can be expected to continue to be lower as problem assets continue to decline.

Net losses on other real estate owned (OREO) and repossessed assets, and asset disposition expenses associated with the management of OREO and repossessed assets (aggregated) totaled $857,000, $604,000 and $388,000, respectively, for the first, second and third quarters of 2013. In comparison, these costs totaled $2,486,000, $1,158,000, $925,000 and $357,000 for the first, second, third and fourth quarters of 2012, respectively. OREO balances have declined by $4.5 million since December 31, 2012, and total $5.6 million at September 30, 2013. Of the $388,000 total for third quarter 2013, asset disposition costs summed to $159,000 and losses on OREO and repossessed assets totaled $229,000. The Company expects these costs to continue to be lower during the remainder of 2013 as property values are improving.

CAPITAL RESOURCES

The Company’s equity capital at September 30, 2013 has increased $42.6 million to $203.9 million since June 30, 2013, and the ratio of shareholders’ equity to period end total assets was 9.48 percent at September 30, 2013, compared with 8.03 percent at September 30, 2012, and 7.62 percent at December 31, 2012. The reversal of the deferred tax valuation allowance during the third quarter of 2013 increased net income by $41.6 million.

Seacoast’s management uses certain “non-GAAP” financial measures in its analysis of the Company’s capital adequacy. Seacoast’s 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 capital measures are not necessarily comparable to similar capital measures that may be presented by other companies. The Company’s capital position remains strong, meeting the general definition of “well capitalized”, with a total risk-based capital ratio of 17.27 percent at September 30, 2013, slightly lower than September 30, 2012’s ratio of 18.67 percent and December 31, 2012’s ratio of 18.33 percent. Reinvestment of cash and cash equivalent assets with a zero percent risk weight into securities and loans with higher risk weightings was the primary cause for risk-weighted assets increasing, thereby lowering the tier 1 and total risk-based capital ratio year over year.

The Company and Seacoast National 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 National 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. With the lifting of regulatory agreements during the third quarter of 2013, prior OCC approval is no longer required for any payments of dividends from Seacoast National to the Company which are not in excess of regulatory limits.

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 National or us, respectively. Under a recently adopted Federal Reserve policy, the board of directors of a bank holding company must consider different factors to ensure that its dividend level 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.

Since May 19, 2009, based on discussions with the Federal Reserve and a review of recently adopted Federal Reserve policies related to dividends and other distributions, cash dividends on our outstanding common stock have been suspended. The Company has paid and is current on all dividends and interest payments on its Series A Preferred Stock and trust preferred securities. The Company is required to continue to consult with the Federal Reserve and seeks approval each quarter before making payments.

Under our pending capital raise, the Company plans to repay the Series A Preferred stock of $50 million. In addition, the recovery of our deferred tax valuation allowance significantly improved our tangible common equity.

At September 30, 2013, the capital ratios for the Company and its subsidiary, Seacoast National, were as follows:


	Seacoast (Consolidated)			Seacoast National			Minimum to be Well Capitalized*
September 30, 2013:
Tier 1 capital ratio		16.01	%		15.58	%		6	%
Total risk-based capital ratio		17.27	%		16.83	%		10	%
Tier 1 leverage ratio		10.05	%		9.76	%		5	%

*	For subsidiary bank only

Changes in rules under new Basel III guidelines affect risk based capital calculations and the Company has taken a prospective look at its ratios, finding that our ratios remain quite strong under these guidelines.

FINANCIAL CONDITION

Total assets increased $68,084,000 or 3.3 percent from September 30, 2012 to $2,149,777 at September 30, 2013.

LOAN PORTFOLIO

Total loans (net of unearned income) were $1,262,912,000 at September 30, 2013, $60,434,000 or 5.0 percent more than at September 30, 2012, and $36,831,000 or 3.0 percent more than at December 31, 2012. Loan production of $349 million was retained in the loan portfolio during the twelve months ended September 30, 2013. The Company continues to look for opportunities to invest excess liquidity and believes the best current use is to fund loan growth. Additional new commercial relationship managers hired over the past twelve months have increased loan growth for 2013, and will continue to do so prospectively. The following table details loan portfolio composition at September 30, 2013, December 31, 2012 and September 30, 2012:


(Dollars in thousands)	September 30, 2013		December 31 2012		September 30, 2012
Construction and land development	$	62,766	$	60,736	$	56,213
Commercial real estate		499,070		486,828		473,803
Residential real estate		582,576		569,331		562,421
Commercial and financial		70,779		61,903		58,222
Consumer		47,231		46,930		51,564
Other loans		490		353		255

NET LOAN BALANCES	$	1,262,912	$	1,226,081	$	1,202,478

The Company defines commercial real estate in accordance with the guidance on “Concentrations in Commercial Real Estate Lending” (the “Guidance”) issued by the federal bank regulatory agencies in 2006.

As shown in the loan table below, construction and land development loans (excluding loans to individuals) increased $7.5 to $28.4 million from September 30, 2012. Construction and land development loans to individuals for personal residences were slightly lower year over year, decreasing $0.9 million or 2.5 percent from September 30, 2012.


	September 30,
	2013						2012
(In millions)	Funded		Unfunded		Total		Funded		Unfunded		Total
Construction and land development
Residential:
Condominiums	$	0.0	$	0.0	$	0.0	$	0.0	$	0.0	$	0.0
Town homes		0.0		0.0		0.0		0.0		0.0		0.0
Single family residences		0.0		5.0		5.0		0.0		0.0		0.0
Single family land and lots		4.9		0.0		4.9		5.8		0.0		5.8
Multifamily		3.8		0.0		3.8		4.6		0.0		4.6

		8.7		5.0		13.7		10.4		0.0		10.4
Commercial:
Office buildings		1.6		0.0		1.6		0.0		0.0		0.0
Retail trade		1.8		1.3		3.1		0.0		0.0		0.0
Land		7.3		0.8		8.1		9.8		0.0		9.8
Industrial		0.0		0.0		0.0		0.0		0.0		0.0
Healthcare		4.7		4.5		9.2		0.0		0.0		0.0
Churches and educational facilities		4.0		1.6		5.6		0.7		2.5		3.2
Lodging		0.3		8.7		9.0		0.0		0.0		0.0
Convenience stores		0.0		0.0		0.0		0.0		0.0		0.0
Marina		0.0		0.0		0.0		0.0		0.0		0.0
Other		0.0		0.0		0.0		0.0		0.0		0.0

		19.7		16.9		36.6		10.5		2.5		13.0

Total residential and commercial		28.4		21.9		50.3		20.9		2.5		23.4
Individuals:
Lot loans		14.7		0.0		14.7		16.4		0.0		16.4
Construction		19.7		20.0		39.7		18.9		15.8		34.7

		34.4		20.0		54.4		35.3		15.8		51.1

Total	$	62.8	$	41.9	$	104.7	$	56.2	$	18.3	$	74.5

Commercial real estate mortgages were higher by $25.3 million or 5.3 percent to $499.1 million at September 30, 2013, compared to September 30, 2012. Commercial real estate mortgage loans, excluding construction and development loans, were comprised of the following loan types at September 30, 2013 and 2012:


	September 30,
	2013						2012
(In millions)	Funded		Unfunded		Total		Funded		Unfunded		Total
Office buildings	$	118.2	$	2.2	$	120.4	$	102.4	$	0.8	$	103.2
Retail trade		128.9		0.0		128.9		121.1		0.0		121.1
Industrial		79.7		0.8		80.5		71.3		0.1		71.4
Healthcare		38.8		1.1		39.9		35.8		1.4		37.2
Churches and educational facilities		24.2		0.0		24.2		26.2		0.0		26.2
Recreation		2.5		0.1		2.6		2.7		0.1		2.8
Multifamily		6.2		0.0		6.2		7.8		0.0		7.8
Mobile home parks		1.9		0.0		1.9		2.1		0.0		2.1
Lodging		17.3		0.0		17.3		19.1		0.0		19.1
Restaurant		3.8		0.0		3.8		4.4		0.0		4.4
Agriculture		7.2		0.8		8.0		7.3		1.1		8.4
Convenience stores		21.0		0.0		21.0		16.6		0.0		16.6
Marina		21.5		0.0		21.5		21.4		0.0		21.4
Other		27.9		0.0		27.9		35.6		0.2		35.8

Total	$	499.1	$	5.0	$	504.1	$	473.8	$	3.7	$	477.5

Fixed rate and adjustable rate loans secured by commercial real estate, excluding construction loans, totaled approximately $334 million and $165 million, respectively, at September 30, 2013, compared to $302 million and $172 million, respectively, a year ago.

Residential mortgage lending is an important segment of the Company’s lending activities. The Company has never offered sub-prime, Alt A, Option ARM or any negative amortizing residential loans, programs or products, although we have originated and hold residential mortgage loans from borrowers with original or current FICO credit scores that are less than “prime.” Substantially all residential originations have been underwritten to conventional loan agency standards, including loans having balances that exceed agency value limitations. The Company selectively adds residential mortgage loans to its portfolio, primarily loans with adjustable rates. The Company’s asset mitigation staff handle all foreclosure actions together with outside legal counsel and have never had foreclosure documentation or processes questioned by any party involved in the transaction.

Exposure to market interest rate volatility with respect to long-term fixed rate mortgage loans held for investment is managed by attempting to match maturities and re-pricing opportunities and through loan sales of most fixed rate product. For the first, second and third quarters of 2013, closed residential mortgage loan production totaled $56 million, $80 million and $62 million, respectively, of which $33 million, $49 million and $32 million of fixed rate loans were sold servicing released while adjustable products were added to the portfolio. In comparison, closed residential mortgage loan production totaled $48 million, $66 million and $63 million during the first, second and third quarters of 2012, respectively, with $20 million, $26 million and $34 million sold servicing released.

Adjustable rate residential real estate mortgages were higher at September 30, 2013, by $24.7 million or 7.0 percent, fixed rate residential real estate mortgages were lower, by $5.0 million or 5.0 percent, compared to a year ago. At September 30, 2013, approximately $378 million or 65 percent of the Company’s residential mortgage balances were adjustable, compared to $354

million or 63 percent at September 30, 2012. Loans secured by residential properties having fixed rates totaled approximately $95 million at September 30, 2013, of which 15- and 30-year mortgages totaled approximately $24 million and $71 million, respectively. The remaining fixed rate balances were comprised of home improvement loans, most with maturities of 10 years or less, that increased $3.4 million or 5.8 percent since September 30, 2012. In comparison, loans secured by residential properties having fixed rates totaled approximately $100 million at September 30, 2012, with 15- and 30-year fixed rate residential mortgages totaling approximately $25 million and $75 million, respectively. The Company also has a small home equity line portfolio totaling approximately $48 million at September 30, 2013, slightly lower than the $51 million that was outstanding at September 30, 2012.

Reflecting the impact on lending of an economy beginning to heal, commercial loans increased $12.6 million or 21.6 percent year over year and totaled $70.8 million at September 30, 2013, compared to $58.2 million a year ago. Commercial lending activities are directed principally towards businesses whose demand for funds are within the Company’s lending limits, such as small- to medium-sized professional firms, retail and wholesale outlets, and light industrial and manufacturing concerns. 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.

The Company also provides consumer loans (including installment loans, loans for automobiles, boats, and other personal, family and household purposes, and indirect loans through dealers to finance automobiles) which decreased $4.4 million or 8.5 percent year over year and totaled $47.2 million (versus $51.6 million a year ago). In addition, real estate construction loans to individuals secured by residential properties totaled $19.7 million (versus $18.9 million a year ago), and residential lot loans to individuals which totaled $14.7 million (versus $16.4 million a year ago).

At September 30, 2013, the Company had commitments to make loans of $150 million, compared to $132 million at September 30, 2012.

Loan Concentrations

Over the past four and a half years, the Company has been pursuing an aggressive program to reduce exposure to loan types that have been most impacted by stressed market conditions in order to achieve lower levels of credit loss volatility. The program included aggressive collection efforts, loan sales and early stage loss mitigation strategies focused on the Company’s largest loans. Successful execution of this program has significantly reduced our exposure to larger balance loan relationships (including multiple loans to a single borrower or borrower group). Commercial loan relationships greater than $10 million were reduced by $324.4 million to $64.7 million at September 30, 2013 compared with year-end 2008.

Commercial Relationships Greater than $10 Million


	Sept. 30,		December 31,
(Dollars in thousands)	2013		2012		2011		2010		2009		2008
Performing	$	64,672	$	77,321	$	84,610	$	112,469	$	145,797	$	374,241
Performing TDR*		0		10,431		25,494		28,286		31,152		0
Nonaccrual		0		0		0		20,913		28,525		14,873

Total	$	64,672	$	87,752	$	110,104	$	161,668	$	205,474	$	389,114

Top 10 Customer Loan Relationships	$	107,283	$	115,506	$	128,739	$	151,503	$	173,162	$	228,800

*	TDR = Troubled debt restructures

Commercial loan relationships greater than $10 million as a percent of tier 1 capital and the allowance for loan losses totaled 27.9 percent at September 30, 2013, compared with 37.5 percent at year-end 2012, 45.8 percent at year-end 2011, 66.5 percent at year-end 2010, 85.9 percent at year-end 2009, and 162.1 percent at the end of 2008.

Concentrations in total construction and development loans and total commercial real estate (CRE) loans have also been substantially reduced. As shown in the table below, under regulatory guidance for construction and land development and commercial real estate loan concentrations as a percentage of total risk based capital, Seacoast National’s loan portfolio in these categories (as defined in the guidance) have improved.


	Sept. 30,			December 31,
	2013			2012			2011			2010			2009			2008
Construction and land development loans to total risk based capital		28	%		28	%		22	%		39	%		81	%		206	%
CRE loans to total risk based capital		163	%		164	%		174	%		218	%		274	%		389	%

ALLOWANCE FOR LOAN LOSSES

Management continuously monitors the quality of the loan portfolio and maintains an allowance for loan losses it believes sufficient to absorb probable losses inherent in the loan portfolio. The allowance for loan losses declined to a total of $20,416,000 or 1.62 percent of total loans at September 30, 2013 consistent with the reduced credit risk and net charge-offs. This amount is $2,703,000 less than at September 30, 2012 and $1,688,000 less than at December 31, 2012. The allowance for loan losses (“ALLL”) framework has two basic elements: specific allowances for loans individually evaluated for impairment, and a formula-based component for pools of homogeneous loans within the portfolio that have similar risk characteristics, which are not individually evaluated.

The first element of the ALLL analysis involves the estimation of allowance specific to individually evaluated impaired loans, including accruing and nonaccruing 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 of collateral, or the market value of the loan itself. It is the Company’s policy to charge off any portion of the loan deemed a loss. Restructured consumer loans are also evaluated in this element of the estimate. As of September 30, 2013, the specific allowance related to impaired loans individually evaluated totaled $5.2 million, compared to $8.5 million as of September 30, 2012.

The second element of the ALLL analysis, the general allowance for homogeneous loan pools not individually evaluated, is determined by applying allowance factors to pools of loans within the portfolio that have similar risk characteristics. The general allowance factors are determined using a baseline factor that is developed from an analysis of historical net charge-off experience and qualitative factors designed and intended to measure expected losses. These baseline factors are developed and applied to the various loan pools. 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. These influences may include elements such as changes in concentration risk, macroeconomic conditions, and/or recent observable asset quality trends.

In addition, our analyses 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 and loan growth.

The Company’s independent Credit Administration Department assigns all loss factors to the individual internal risk ratings based on an estimate of the risk using a variety of tools and information. Its estimate includes consideration of the level of unemployment which is incorporated into the overall allowance. In addition, the portfolio is segregated into a graded loan portfolio, residential, installment, home equity, and unsecured signature lines, and loss factors are calculated for each portfolio.

The loss factors assigned to the graded loan portfolio are based on the historical migration of actual losses by grade over 4, 8, 12, 16, 20 and 24 quarter intervals. Minimum and maximum average historical loss rates over one to five years are referenced in setting the loss factors by grade within the graded portfolio. Management uses historical loss factors as its starting point, and qualitative elements are considered to capture trends within each portion of the graded portfolio. The direction and expectations of past dues, charge-offs, nonaccruals, classified loans, portfolio mix, market conditions, and risk management controls are considered in setting loss factors for the graded portfolio. The loan loss migration indicates that the minimum and maximum average loss rates and median loss rates over the past many quarters have been declining. Also, the level of criticized and classified loans has been declining as a result of a combination of upgrades, loan payoff and loan sales, which are reducing the risk profile of the loan portfolio. Additionally, the risk profile has declined given the shift in complexion of the graded portfolio, particularly a reduced level of commercial real estate loan concentrations.

Residential and consumer (installment, secured lines, and unsecured lines) are analyzed differently as risk ratings, or grades, are not assigned to individual loans. Residential and consumer loan losses are tracked by pool. Management examines the historical losses over 12, 24, 36, and 48 months in determination of the appropriate loss factor for vintages of loans currently in the portfolio and not the vintages that produced the significant losses in prior years. These loss factors are then adjusted by qualitative factors determined by management to reflect potential probable losses inherent in each loan pool. Qualitative factors may include various loan or property types, loan to value, concentrations and economic and environmental factors.

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.

Our 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. 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, in compliance with Federal Financial Institution Examination Council guidelines. 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 the legal process of collection. Secured loans may be charged-down to the estimated value of the collateral with previously accrued unpaid interest reversed. 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

Management continually evaluates the allowance for loan losses methodology seeking to refine and enhance this process as appropriate, and it is likely that the methodology will continue to evolve over time.

Our Loan Review unit is independent, and performs loan reviews and evaluates a representative sample of credit extensions after the fact for appropriate individual internal risk ratings. Loan Review has the authority to change internal risk ratings and is responsible for assessing the adequacy of credit underwriting. This unit reports directly to the Directors’ Loan Committee of Seacoast National’s board of directors.

Net charge-offs for the first, second and third quarters of 2013 totaled $1,517,000, $2,027,000 and $842,000, respectively, compared to net charges-offs of $3,415,000, $6,275,000 and $2,416,000 for the same periods in 2012. Note F to the financial statements (titled “Impaired Loans and 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, 2013 and 2012. Although there is no assurance that we will not have elevated charge-offs in the future, we believe that we have significantly reduced the risks in our loan portfolio and that with stabilizing market conditions, future charge-offs should decline.

The allowance as a percentage of loans outstanding was 1.62 percent at September 30, 2013, compared to 1.92 percent at September 30, 2012. The allowance for loan losses represents management’s estimate of an amount adequate in relation to the risk of losses inherent in the loan portfolio. The reduced level of impaired loans and lower classified loans (including special mention and substandard grades) contributed to a lower risk of loss and the lower allowance for loan losses as of September 30, 2013. The risk profile of the loan portfolio has been reduced by implementing a program to reduce the level of credit risk in the portfolio by strengthening credit

management methodologies and implementing a low risk “back-to-basics” strategic plan for loan growth. New loan production has shifted to adjustable rate residential real estate loans, owner-occupied commercial real estate, small business loans for professionals and businesses, and 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. Aided by initiatives embodied in new loan programs and continued aggressive collection actions, the portfolio mix has changed and has become more diversified. The improved mix is most evident by reductions in income producing commercial real estate and construction and land development loans over the last several years. Prospectively, we anticipate that the allowance will continue to decline as a percentage of loans outstanding as we continue to see improvement in our credit quality, with some offset to this perspective for more normal loan growth as business activity and the economy improve.

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. The Company’s most significant concentration of credit is a portfolio of loans secured by real estate. At September 30, 2013, the Company had $1.144 billion in loans secured by real estate, representing 90.6 percent of total loans, the volume up slightly from $1.092 billion but slightly lower as a percent of total loans (versus 90.8 percent) at September 30, 2012. In addition, the Company is subject to a geographic concentration of credit because it only operates in central and southeastern Florida.

While it is the Company’s policy to charge off in the current period loans in 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 allowance for loan losses and the size of the allowance for loan losses in comparison to a group of peer companies identified by the regulatory agencies.

In assessing the adequacy of the allowance, management relies predominantly on its ongoing review of the loan portfolio, which is undertaken both to ascertain whether there are probable losses that must be charged off and to assess the risk characteristics of the portfolio in aggregate. This review considers the judgments of management, and also those of bank regulatory agencies that review the loan portfolio as part of their regular examination process. Our bank regulators have generally agreed with our credit assessment however the regulators could seek additional provisions to our allowance for loan losses, which will reduce our earnings.

NONPERFORMING ASSETS

Nonperforming assets (“NPAs”) at September 30, 2013 totaled $34,313,000 and were comprised of $28,724,000 of nonaccrual loans and $5,589,000 of other real estate owned (“OREO”), compared to $53,338,000 at September 30, 2012 (comprised of $44,450,000 in nonaccrual loans and $8,888,000 of OREO). At September 30, 2013, approximately 99.2 percent of nonaccrual loans were secured with real estate, the remainder principally by marine vessels. See the tables below for details about nonaccrual loans. At September 30, 2013, nonaccrual loans have been written down by approximately $9.9 million or 27.7 percent of the original loan balance (including specific impairment reserves).

As anticipated, the Company closed a number of OREO sales during 2012 and 2013 that reduced OREO outstanding. OREO has declined $6.3 million or 53.0 percent since December 31, 2012.

The table below shows the nonperforming loan inflows by quarter for 2013, 2012 and 2011:


New Nonperforming Loans
(Dollars in thousands)	2013		2012		2011
First quarter	$	2,868	$	20,207	$	11,349
Second quarter		2,949		17,291		19,874
Third quarter		2,019		14,521		4,137
Fourth quarter				6,891		4,349

During the nine months ended September 30, 2013, $7.8 million in loans were moved to nonperforming, compared to $58.9 million for all of 2012. Most of these loans are collateralized by real estate. Inflows to nonperforming loans during the first nine months of 2012 included a $14.4 million performing troubled debt restructure (“TDR”) commercial real estate loan participation. This loan was written down to $10.3 million in the third quarter of 2012 and moved to loans available for sale. Subsequently the loan was sold for a loss of $1.2 million as reflected on our income statement at December 31, 2012. NPAs are subject to changes in the economy, both nationally and locally, changes in monetary and fiscal policies, changes in borrowers’ payment behaviors and changes in conditions affecting various borrowers from Seacoast National. Based on lower classified assets and impaired loan balances as of September 30, 2013, management believes that prospective inflows to nonaccrual loans will be reduced.

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. TDRs are 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. We are optimistic that some of these credits will rehabilitate and be upgraded versus migrating to nonperforming or OREO prospectively. Accruing restructured loans totaled $25.5 million at September 30, 2013 compared to $44.2 million at September 30, 2012, with $14.1 million of the decline in accruing TDR commercial real estate mortgages (principally due to paydowns). The tables below set forth details related to nonaccrual and restructured loans.


	Nonaccrual Loans						Accruing
September 30, 2013	Non-		Per-				Restructured
(Dollars in thousands)	Current		forming		Total		Loans
Construction & land development
Residential	$	403	$	79	$	482	$	2,162
Commercial		26		402		428		0
Individuals		124		420		544		239

		553		901		1,454		2,401
Residential real estate mortgages		2,593		18,103		20,696		15,257
Commercial real estate mortgages		2,935		3,404		6,339		7,384

Real estate loans		6,081		22,408		28,489		25,042
Commercial and financial		0		0		0		24
Consumer		0		235		235		443

	$	6,081	$	22,643	$	28,724	$	25,509

At September 30, 2013 and 2012, total TDRs (performing and nonperforming) were comprised of the following loans by type of modification:


	2013				2012
(Dollars in thousands)	Number		Amount		Number		Amount
Rate reduction		115	$	20,179		119	$	26,025
Maturity extended with change in terms		84		11,332		94		24,912
Forgiveness of principal		1		1,838		1		2,149
Payment structure changed to allow for interest only payments		0		0		1		912
Chapter 7 bankruptcies		57		2,715		*		*
Not elsewhere classified		11		6,627		12		10,623

		268	$	42,691		227	$	64,621

*	Not disclosed for September 30, 2012. Based on new guidance issued by the OCC and applied in the fourth quarter 2012.

During the first, second and third quarters of 2013, newly identified TDRs totaled $4.4 million, $4.1 million, and $1.7 million, respectively, summing to $10.2 million, compared to $18.0 million for all of 2012. 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. Accruing loans that were restructured within the twelve months preceding September 30, 2013 and defaulted during the nine months ended September 30, 2013 summed to $2,017,000, compared to $825,000 for the first nine months of 2012. A restructured loan is considered in default when it becomes 60 days or more past due under the modified terms, has been transferred to nonaccrual status, or has been transferred to other real estate owned.

At September 30, 2013, loans totaling $54,233,000 were considered impaired (comprised of total nonaccrual and TDRs) and $5,177,000 of the allowance for loan losses was allocated for potential losses on these loans, compared to $88,629,000 and $8,518,000, respectively, at September 30, 2012.

In accordance with regulatory reporting requirements, loans are placed on non-accrual 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

Total cash and cash equivalents decreased $67 million during the first nine months of 2013 as a result of increased net new loans and principal repayments of $44 million and aggregate deposit and repurchase agreement decreases of $63 million. Partially offsetting, and increasing cash and cash equivalents, net cash provided from operations totaled $46 million.

SECURITIES

At September 30, 2013, the Company had no trading securities or securities held for investment, and had $650,445,000 in securities available for sale (100 percent of the total portfolio). Securities held for investment represented only 2.1 percent of total securities at year-end 2012, and were transferred to available for sale during the first quarter of 2013. Overall, the securities had appreciation with a favorable impact to other comprehensive income when transferred. The Company’s total securities portfolio increased $46.6 million or 7.7 percent from September 30, 2012, a result of reinvesting proceeds from the sale of approximately $220 million of securities in the first six months of 2012.

As part of the Company’s interest rate risk management process, an average duration for the securities portfolio is targeted. In addition, securities are acquired which return principal monthly that can be reinvested. During the second half of 2012, the amount of principal returned each month was increased as a result of the Federal Reserve’s actions to keep interest rates low and reduced the yield on the portfolio. Agency and private label mortgage backed securities and collateralized mortgage obligations comprise $611,128,000 of total securities, approximately 94.0 percent of the portfolio. Collateralized lending obligations acquired during the second quarter of 2013 total $32.3 million. Remaining securities are largely comprised of U.S. Treasury, U.S. Government agency securities and tax-exempt bonds issued by states, counties and municipalities.

The effective duration of the investment portfolio at September 30, 2013 was 4.2 years, compared to a year ago when the duration was 2.3 years. The duration is expected to decline to 3.0 over the next 12 months.

Cash and due from banks and interest bearing deposits (aggregated) totaled $108,351,000 at September 30, 2013, compared to $172,718,000 at September 30, 2012. The Company maintained additional liquidity during the uncertain environment and has utilized proceeds held in cash and cash equivalents from the securities sales in early 2012 to increase loans and investments as the economy has improved.

At September 30, 2013, available for sale securities had gross losses of $14,993,000 and gross gains of $3,576,000, compared to gross losses of $1,902,000 and gross gains of $7,012,000 at December 31, 2012. All of the securities with unrealized losses are reviewed for other-than-temporary impairment at least quarterly. As a result of these reviews during the first, second and third quarters of 2013 and all four quarters of 2012, it was determined that the unrealized losses were not other than temporarily impaired and the Company has the intent and ability to retain these securities until recovery over the periods presented (see additional discussion under “Critical Accounting Estimates - Other than Temporary Impairment of Securities”).

Company management considers the overall quality of the securities portfolio to be high. The Company has no exposure to securities with subprime collateral. The Company holds no interests in trust preferred securities.

DEPOSITS AND BORROWINGS

The Company’s balance sheet continues to be primarily core funded. The Company continues to utilize a focused retail and commercial deposit growth strategy that has successfully generated core deposit relationships and increased services per household since its implementation in the first quarter of 2008.

Total deposits increased $19,444,000, or 1.2 percent, to $1,698,910,000 at September 30, 2013 compared to one year earlier. Declining single service time deposits have been more than offset by increasing low cost or no cost deposits. Since September 30, 2012, interest bearing deposits (NOW, savings and money markets deposits) increased $35,768,000 or 3.9 percent to $962,728,000, noninterest bearing demand deposits increased $43,804,000 or 10.7 percent to $452,949,000, and CDs decreased $60,128,000 or 17.5 percent to $283,233,000. The Company has historically priced CDs conservatively and has continued to follow this strategy.

Securities sold under repurchase agreements increased over the past twelve months by $11,945,000 or 9.8 percent to $134,338,000 at September 30, 2013. Repurchase agreements are offered by Seacoast National to select customers who wish to sweep excess balances on a daily basis for investment purposes. Funds from local government entities comprise a significant amount of the outstanding balance, with safety a major concern for these customers. At September 30, 2013, the number of sweep repurchase accounts was 138, compared to 153 a year ago.

At September 30, 2013, other borrowings were comprised of subordinated debt of $53.6 million related to trust preferred securities issued by trusts organized by the Company, and advances from the Federal Home Loan Bank (“FHLB”) of $50.0 million. The FHLB advances mature in 2017. For 2013 and 2012, the weighted average cost of our FHLB advances was 3.22 percent, unchanged.

The Company has two wholly owned trust subsidiaries, SBCF Capital Trust I and SBCF Statutory Trust II that were both formed in 2005. In 2007, the Company formed an additional wholly owned trust subsidiary, SBCF Statutory Trust III. The 2005 trusts each issued $20.0 million (totaling $40.0 million) of trust preferred securities and the 2007 trust issued an additional $12.0 million in trust preferred securities. 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 as Tier 1 capital up to 25 percent of core capital, net of goodwill and intangibles. The Company believes that its trust preferred securities qualify under these revised regulatory capital rules (including Basel III) and expects that it will be able to treat all $52.0 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 weighted average interest rate of our outstanding subordinated debt related to trust preferred securities was 1.75 percent during the first nine months of 2013, compared to 1.93 percent for all of 2012.

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. 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.

Loan commitments to customers are made in the normal course of our commercial and retail lending businesses. 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. 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. Loan commitments were $150 million at September 30, 2013 and $132 million at September 30, 2012.

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 most recent Asset and Liability Management Committee (“ALCO”) model simulation indicates net interest income would increase 4.0 percent if interest rates are shocked 200 basis points up over the next 12 months and 2.2 percent if interest rates are shocked up 100 basis points. This compares with the Company’s third quarter 2012 model simulation, which indicated net interest income would increase 9.9 percent if interest rates are shocked 200 basis points up over the next 12 months and 6.4 percent if interest rates are shocked up 100 basis points. Recent regulatory guidance has placed more emphasis on rate shocks.

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 5.2 percent at September 30, 2013. 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.

LIQUIDITY 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 primarily include customer-based core deposits, collateral-backed borrowings, cash flows from operations, and asset securitizations and sales.

Cash flows from operations are a significant component of liquidity risk management and we consider both deposit maturities and the scheduled cash flows from loan and investment maturities and payments. Deposits are also 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, safety and competitive forces. We routinely use 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.

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, securities held for sale and interest bearing deposits. The Company also has access to borrowed funds such as an FHLB line of credit and the Federal Reserve Bank of Atlanta under its borrower-in-custody program. 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 securities not pledged to secure public deposits or trust funds. At September 30, 2013, Seacoast National had available unsecured lines of $29 million and lines of credit under current lendable collateral value, which are subject to change, of $538 million. Seacoast National had $411 million of United States Treasury and Government agency securities, mortgage backed securities and collateral lending obligations not pledged and available for use under repurchase agreements, and had an additional $158 million in residential and commercial real estate loans available as collateral. In comparison, at September 30, 2012, the Company had available unsecured lines of $35 million and lines of credit of $520 million, and had $384 million of Treasury and Government agency securities, mortgage backed securities and collateral lending obligations not pledged and available for use under repurchase agreements, as well as an additional $161 million in residential and commercial real estate loans available as collateral.

Liquidity, as measured in the form of cash and cash equivalents (including interest bearing deposits), totaled $108,351,000 on a consolidated basis at September 30, 2013 as compared to $172,718,000 at September 30, 2012. The composition of cash and cash equivalents has changed from a year ago. Over the past twelve months, cash and due from banks increased $30,935,000 to $36,977,000 and interest bearing deposits decreased to $71,374,000 from $141,783,000. The interest bearing deposits are maintained in Seacoast National’s account at the Federal Reserve Bank of Atlanta. Cash and cash equivalents vary with seasonal deposit movements and are generally higher in the winter than in the summer, and vary with the level of principal repayments and investment activity occurring in Seacoast National’s securities and loan portfolios. Our intent has been to reinvest excess liquidity into our loan and securities portfolios, as market opportunities and conditions meet expectations.

The Company does not rely on and is not dependent on off-balance sheet financing or wholesale funding.

The Company is a legal entity separate and distinct from Seacoast National and its other subsidiaries. Various legal limitations, including Section 23A and 23B of the Federal Reserve Act and Federal Reserve Regulation W, restrict Seacoast National from lending or otherwise supplying funds to the Company or its non-bank subsidiaries. The Company has traditionally relied upon dividends from Seacoast National and securities offerings to provide funds to pay the Company’s expenses, to service the Company’s debt and to pay dividends upon Company common stock and preferred stock. In 2008 and 2007, Seacoast National paid dividends to the Company that exceeded its earnings in those years. During the third quarter of 2013, formal regulatory agreements with the OCC were removed, thereby allowing Seacoast National to pay dividends to the Company without prior OCC approval. At September 30, 2013, the Company had cash and cash equivalents at the parent of approximately $4.2 million. In comparison, at September 30, 2012, the Company had cash and cash equivalents at the parent of approximately $7.9 million. All of the Series A Preferred stock funds received in December 2008 have been contributed as additional capital to Seacoast National (see “Capital Resources”). We expect to redeem the Series A Preferred Stock with the proceeds from the recent common stock offering.

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.

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

Various of the statements made herein under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Quantitative and Qualitative Disclosures about Market Risk”, “Risk Factors” and elsewhere, are “forward-looking statements” within the meaning and protections of Section 27A of the Securities Act of 1933 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, estimates and intentions, 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 to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. You should not expect us to update any 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”, “point to,” “project,” “could,” “intend” 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 future economic and market conditions, including seasonality;

•

governmental monetary and fiscal policies, as well as legislative, tax and regulatory changes;

•

legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by our regulators, and changes in the scope and cost of FDIC insurance and other coverage;

•

changes in accounting policies, rules and practices;

•

the risks of changes in interest rates on the level and composition of deposits, loan demand, liquidity and the values of loan collateral, securities, and interest sensitive assets and liabilities; interest rate risks, sensitivities and the shape of the yield curve;

•

the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market areas and elsewhere, including institutions operating regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the Internet;

•

the failure of assumptions underlying the establishment of reserves for possible loan losses;

•

the risks of mergers and acquisitions, include, without limitation, unexpected transaction costs, including the costs of integrating operations; the risks that the businesses will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected;

•

the potential failure to fully or timely realize expected revenues and revenue synergies, including as the result of revenues following the merger being lower than expected;

•

the risk that even though we have reversed the deferred tax asset valuation allowance, we may be required to increase the valuation allowance in future periods, or we may not be able to realize the deferred tax assets in the future;

•

the risk that we could have an “ownership change” under Section 382 of the Internal Revenue Code, which could impair our ability to timely and fully utilize our net operating losses and built-in losses that may exist when such “ownership change” occurs;

•

the risk of deposit and customer attrition; any changes in deposit mix; unexpected operating and other costs, which may differ or change from expectations;

•

the risks of customer and employee loss and business disruption, including, without limitation, as the result of difficulties in maintaining relationships with employees; increased competitive pressures and solicitations of customers by competitors; as well as the difficulties and risks inherent with entering new markets; and

•

other risks and uncertainties described herein and in our annual report on Form 10-K for the year ended December 31, 2012 and otherwise in our Securities and Exchange Commission, or “SEC”, reports and filings.

All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date of this report, or after the respective dates on which such statements otherwise are made.

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.

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. Based on our most recent modeling, an instantaneous 100 basis point increase in rates is estimated to increase the EVE 6.8 percent versus the EVE in a stable rate environment, while a 200 basis point increase in rates is estimated to increase the EVE 10.8 percent.

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, 2013 and the chief executive officer and chief financial officer have concluded that those disclosure controls and procedures are effective. There have been no changes to the Company’s internal control over financial reporting that occurred since the beginning of the Company’s first quarter of 2013 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 are subject, in the ordinary course, to litigation incident to the business in which they are engaged. Management presently believes that none of the legal proceedings to which the Company or any of its subsidiaries is a party or of which any of their property is the subject are likely to have a material adverse effect on the Company’s consolidated financial position, or operating results or cash flows, although no assurance can be given with respect to the ultimate outcome of any such claim or litigation.

Item 1A. Risk Factors

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/A for the year ended December 31, 2012, which could materially affect our business, financial condition and prospective results. The risks described in this report, in our Form 10-K/A 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, 2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer purchases of equity securities during the first, second and third quarters of 2013 were as follows:


Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as part of Public Announced Plan*		Maximum Number of Shares that May yet be Purchased Under the Plan
1/1/13 to 1/31/13		0	$	0.00		749,016		75,984
2/1/13 to 2/28/13		0		0.00		749,016		75,984
3/1/13 to 3/31/13		0		0.00		749,016		75,984

Total - 1^st Quarter		0		0.00		749,016		75,984

4/1/13 to 4/30/13		0		0.00		749,016		75,984
5/1/13 to 5/31/13		0		0.00		749,016		75,984
6/1/13 to 6/30/13		321		2.06		749,337		75,663

Total - 2nd Quarter		321		2.06		749,337		75,663

7/1/13 to 7/31/13		15,169		2.25		764,506		60,494
8/1/13 to 8/31/13		0		0.00		764,506		60,494
9/1/13 to 9/30/13		0		0.00		764,506		60,494

Total - 3rd Quarter		15,169		2.25		764,506		60,494

*	The plan to purchase equity securities totaling 825,000 was approved on September 18, 2001, with no expiration date.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the period covered by this report, there was no information required to be disclosed by us in a Current Report on Form 8-K that was not so reported, nor were there any material changes to the procedures by which our security holders may recommend nominees to our Board of Directors.

Item 6. Exhibits


Exhibit 31.1		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1		Statement of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2		Statement of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101		The following materials from Seacoast Banking Corporation of Florida’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Notes to Condensed Consolidated Financial Statements.

SIGNATURE

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 14, 2013				/s/ Dennis S. Hudson, III
				DENNIS S. HUDSON, III
				Chairman & Chief Executive Officer

November 14, 2013				/s/ William R. Hahl
				WILLIAM R. HAHL
				Executive Vice President & Chief Financial Officer