SEC Comment Letter for SEACOAST BANKING CORP OF FLORIDA (SBCF) (CIK 0000730708) (SBCF) — Sep 26, 2012
SEACOAST BANKING CORP OF FLORIDA (SBCF) (CIK 0000730708)
Date: Sept. 26, 2012 · CIK: 0000730708 · Accession: 0000000000-12-052912
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-13660
Letter
September 26, 2012 Via Email Mr. William R. Hahl Executive Vice President and Chief Financial Officer Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, Florida 34994
Re: Seacoast Banking Corporation of Florida Form 10-K/A for the Year Ended December 31, 201 1 Filed March 26 , 2012 Form 10 -Q for the Quarter Ended June 30 , 2012 Filed August 8 , 2012 File No. 000-13660
Dear Mr. Hahl :
We have reviewed your filing s and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing s, by providing the requested information, or by advising us when you will provide the requested response. Where we have asked for revisions , please include a draft of your proposed disclosures that clearly identifies new or revised disclosures. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing s and the information you provide in response to these comments, we may have additional c omments.
Form 10 -K/A for the Fiscal Year Ended December 31, 2011
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Allowance and Provision for Loan Losses, page 6
1. We note your disclosure on page 8 that you consider historical losses for the graded loan portfolio based on historical migration of actual losses by grade and a range of losses over various periods. Please tell us and revise future flings to disclose mor e specifically the historical periods specifically considered in your analysis. In your disclosure, include
Mr. William R. Hahl Seacoast Banking Corporation of Florida September 26, 2012 Page 2
additional granularity regarding any adjustments made to historical losses and, if applicable, discuss the specific facts and circumstances that is the basis for such adjustments.
2. We also note that you consider historical losses over the prior 12 months for non -graded loan portfolios . Please tell us and revise future filings to disclose how you consider historical losses greater than 12 months when determining the general allowance for these loan portfolios . Please be specific, especially in light of the significant charge -offs and provisions for loan losses in prior periods.
Form 10 -Q for the Fiscal Period Ended June 30, 2012
Part I. Financial I nformation Item 1. Financial Statements Notes to Condensed Consolidated Financial Statements (Unaudited)
General
3. Please revise future filings to address the disclosure requirements of ASC 855 -10 concerning subsequent events.
4. Please consider revising future filings to group footnotes next to each other that include further disclosure for similar financial statements items. For example, please consider grouping footnotes E and J next to each other, which include additional disclosures for loans and imp aired loans and the allowance for loan losses.
Note D – Fair Value Instruments Measured at Fair Value, page 10
5. Please consider revising future filings to separately present, in a tabular format, assets and liabilities measured at fair value using recurri ng fair value measurements and assets and liabilities measured at fair value using nonrecurring fair value measurements.
6. Please tell us and revise future filings to disclose a description of the valuation technique(s) and the inputs used in the fair value measurement for recurring and nonrecurring fair value measurements categorized within Level 2 and Level 3 of the fair value hierarchy in accordance with ASC 820 -10-50-2-bbb.
7. Please revise future filings to include the disclosure requirements of ASC 820 -10-50-2E for each class of assets and liabilities not measured at fair value in the statement of financial position but for which the fair value is disclosed .
Mr. William R. Hahl Seacoast Banking Corporation of Florida September 26, 2012 Page 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Allowance for Loan Losses, page 47
8. We note your disclosure on pages 47 -51 discussing the trends in the loan portfolio and allowance for loan losses during 2012. Please tell us in detail and revise future filings to more comprehensively bridge the gap be tween the changes in the credit quality of your loan portfolio and the amount of your provision for loan loss recorded during the period and the amount of the allowance for loan losses at period end. Your analysis should quantify each component of your al lowance for loan losses (ASC 310 -10, 450 -20) and the applicable loan portfolio for each component and should explain how you determined that each component was directionally consistent with the underlying credit quality of the applicable loan portfolio. P lease be as specific and detailed as necessary to provide an investor with a clear understanding of the observed changes in credit quality in each applicable loan portfolio and how these changes, as well as any other key drivers, impacted each component of the allowance for loan losses.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of t he disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Mr. William R. Hahl Seacoast Banking Corporation of Florida September 26, 2012 Page 4
You may contact David Irving at (202) 551 -3321 or John P. Nolan at (202) 551 -3492 if you have any questions.
Sincerely,
/s/ John P. Nolan
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September 26, 2012 Via Email Mr. William R. Hahl Executive Vice President and Chief Financial Officer Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, Florida 34994 Re: Seacoast Banking Corporation of Florida Form 10-K/A for the Year Ended December 31, 201 1 Filed March 26 , 2012 Form 10 -Q for the Quarter Ended June 30 , 2012 Filed August 8 , 2012 File No. 000-13660 Dear Mr. Hahl : We have reviewed your filing s and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing s, by providing the requested information, or by advising us when you will provide the requested response. Where we have asked for revisions , please include a draft of your proposed disclosures that clearly identifies new or revised disclosures. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing s and the information you provide in response to these comments, we may have additional c omments. Form 10 -K/A for the Fiscal Year Ended December 31, 2011 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Allowance and Provision for Loan Losses, page 6 1. We note your disclosure on page 8 that you consider historical losses for the graded loan portfolio based on historical migration of actual losses by grade and a range of losses over various periods. Please tell us and revise future flings to disclose mor e specifically the historical periods specifically considered in your analysis. In your disclosure, include Mr. William R. Hahl Seacoast Banking Corporation of Florida September 26, 2012 Page 2 additional granularity regarding any adjustments made to historical losses and, if applicable, discuss the specific facts and circumstances that is the basis for such adjustments. 2. We also note that you consider historical losses over the prior 12 months for non -graded loan portfolios . Please tell us and revise future filings to disclose how you consider historical losses greater than 12 months when determining the general allowance for these loan portfolios . Please be specific, especially in light of the significant charge -offs and provisions for loan losses in prior periods. Form 10 -Q for the Fiscal Period Ended June 30, 2012 Part I. Financial I nformation Item 1. Financial Statements Notes to Condensed Consolidated Financial Statements (Unaudited) General 3. Please revise future filings to address the disclosure requirements of ASC 855 -10 concerning subsequent events. 4. Please consider revising future filings to group footnotes next to each other that include further disclosure for similar financial statements items. For example, please consider grouping footnotes E and J next to each other, which include additional disclosures for loans and imp aired loans and the allowance for loan losses. Note D – Fair Value Instruments Measured at Fair Value, page 10 5. Please consider revising future filings to separately present, in a tabular format, assets and liabilities measured at fair value using recurri ng fair value measurements and assets and liabilities measured at fair value using nonrecurring fair value measurements. 6. Please tell us and revise future filings to disclose a description of the valuation technique(s) and the inputs used in the fair value measurement for recurring and nonrecurring fair value measurements categorized within Level 2 and Level 3 of the fair value hierarchy in accordance with ASC 820 -10-50-2-bbb. 7. Please revise future filings to include the disclosure requirements of ASC 820 -10-50-2E for each class of assets and liabilities not measured at fair value in the statement of financial position but for which the fair value is disclosed . Mr. William R. Hahl Seacoast Banking Corporation of Florida September 26, 2012 Page 3 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Allowance for Loan Losses, page 47 8. We note your disclosure on pages 47 -51 discussing the trends in the loan portfolio and allowance for loan losses during 2012. Please tell us in detail and revise future filings to more comprehensively bridge the gap be tween the changes in the credit quality of your loan portfolio and the amount of your provision for loan loss recorded during the period and the amount of the allowance for loan losses at period end. Your analysis should quantify each component of your al lowance for loan losses (ASC 310 -10, 450 -20) and the applicable loan portfolio for each component and should explain how you determined that each component was directionally consistent with the underlying credit quality of the applicable loan portfolio. P lease be as specific and detailed as necessary to provide an investor with a clear understanding of the observed changes in credit quality in each applicable loan portfolio and how these changes, as well as any other key drivers, impacted each component of the allowance for loan losses. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of t he disclosures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Mr. William R. Hahl Seacoast Banking Corporation of Florida September 26, 2012 Page 4 You may contact David Irving at (202) 551 -3321 or John P. Nolan at (202) 551 -3492 if you have any questions. Sincerely, /s/ John P. Nolan John P. Nolan Senior Assistant Chief Accountant