Non-Covered Loans and Allowance for Non-Covered Loan Losses | 5. Non-Covered Loans and Allowance for Non-Covered Loan Losses Non-covered loans refer to loans not covered by the FDIC loss-share agreements. Covered loans are discussed in Note 6 to the consolidated financial statements. Non-covered loans summarized by portfolio segment are as follows (in thousands). September 30, December 31, 2017 2016 Commercial and industrial $ 1,735,468 $ 1,696,453 Real estate 2,944,155 2,816,767 Construction and land development 941,628 786,850 Consumer 41,958 41,352 Broker-dealer (1) 485,604 502,077 6,148,813 5,843,499 Allowance for non-covered loan losses (58,779) (54,186) Total non-covered loans, net of allowance $ 6,090,034 $ 5,789,313 (1) Represents margin loans to customers and correspondents associated with our broker-dealer segment operations. In connection with the Bank Transactions, the Company acquired non-covered loans both with and without evidence of credit quality deterioration since origination. The following table presents the carrying values and the outstanding balances of non-covered PCI loans (in thousands). September 30, December 31, 2017 2016 Carrying amount $ 37,937 $ 51,432 Outstanding balance 52,096 67,988 Changes in the accretable yield for non-covered PCI loans were as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Balance, beginning of period $ 9,793 $ 15,229 $ 13,116 $ 17,744 Reclassifications from nonaccretable difference, net (1) 277 708 854 4,655 Disposals of loans (603) — (664) — Accretion (1,851) (1,884) (5,690) (8,346) Balance, end of period $ 7,616 $ 14,053 $ 7,616 $ 14,053 (1) Reclassifications from nonaccretable difference are primarily due to net increases in expected cash flows in the quarterly recasts. Reclassifications to nonaccretable difference occur when accruing loans are moved to non-accrual and expected cash flows are no longer predictable and the accretable yield is eliminated. The remaining nonaccretable difference for non-covered PCI loans was $20.2 million and $22.8 million at September 30, 2017 and December 31, 2016, respectively. Impaired loans exhibit a clear indication that the borrower’s cash flow may not be sufficient to meet contractual principal and interest payments, which generally occurs when a loan is 90 days past due unless the asset is both well secured and in the process of collection. Non-covered impaired loans include non-accrual loans, troubled debt restructurings (“TDRs”), PCI loans and partially charged-off loans. The amounts shown in the following tables include loans accounted for on an individual basis, as well as acquired Pooled Loans. For Pooled Loans, the recorded investment with allowance and the related allowance consider impairment measured at the pool level. Non-covered impaired loans, segregated between those considered to be PCI loans and those without credit impairment at acquisition, are summarized by class in the following tables (in thousands). Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related September 30, 2017 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 19,390 $ 3,556 $ 2,676 $ 6,232 $ 111 Unsecured — — — — — Real estate: Secured by commercial properties 28,362 6,548 13,388 19,936 1,422 Secured by residential properties 12,964 7,703 2,315 10,018 284 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 3,462 477 1,111 1,588 237 Consumer 2,588 19 144 163 44 Broker-dealer — — — — — 66,766 18,303 19,634 37,937 2,098 Non-PCI Commercial and industrial: Secured 21,218 17,844 — 17,844 — Unsecured 745 708 — 708 — Real estate: Secured by commercial properties 15,402 11,380 3,386 14,766 846 Secured by residential properties 1,536 1,151 — 1,151 — Construction and land development: Residential construction loans 15 — — — — Commercial construction loans and land development 659 — 626 626 112 Consumer 167 63 — 63 — Broker-dealer — — — — — 39,742 31,146 4,012 35,158 958 $ 106,508 $ 49,449 $ 23,646 $ 73,095 $ 3,056 Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related December 31, 2016 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 25,354 $ 3,234 $ 5,438 $ 8,672 $ 557 Unsecured — — — — — Real estate: Secured by commercial properties 38,005 11,097 17,413 28,510 1,907 Secured by residential properties 13,606 7,401 3,088 10,489 200 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 5,780 1,391 2,076 3,467 377 Consumer 3,223 237 57 294 56 Broker-dealer — — — — — 85,968 23,360 28,072 51,432 3,097 Non-PCI Commercial and industrial: Secured 6,311 3,313 1,372 4,685 115 Unsecured 946 925 — 925 — Real estate: Secured by commercial properties 10,134 10,000 — 10,000 — Secured by residential properties 1,344 1,116 — 1,116 — Construction and land development: Residential construction loans 28 28 — 28 — Commercial construction loans and land development 738 48 679 727 167 Consumer 246 244 — 244 — Broker-dealer — — — — — 19,747 15,674 2,051 17,725 282 $ 105,715 $ 39,034 $ 30,123 $ 69,157 $ 3,379 Average recorded investment in non-covered impaired loans is summarized by class in the following table (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Commercial and industrial: Secured $ 20,452 $ 25,338 $ 18,717 $ 25,903 Unsecured 713 38 817 38 Real estate: Secured by commercial properties 35,458 34,491 36,606 37,329 Secured by residential properties 11,412 11,746 11,387 12,179 Construction and land development: Residential construction loans — — 14 111 Commercial construction loans and land development 2,590 4,161 3,204 4,692 Consumer 324 412 382 583 Broker-dealer — — — — $ 70,949 $ 76,186 $ 71,127 $ 80,835 Non-covered non-accrual loans, excluding those classified as held for sale, are summarized by class in the following table (in thousands). September 30, December 31, 2017 2016 Commercial and industrial: Secured $ 20,726 $ 8,590 Unsecured 708 925 Real estate: Secured by commercial properties 14,766 11,034 Secured by residential properties 1,608 1,197 Construction and land development: Residential construction loans — 28 Commercial construction loans and land development 626 727 Consumer 63 244 Broker-dealer — — $ 38,497 $ 22,745 At September 30, 2017 and December 31, 2016, non-covered non-accrual loans included non-covered PCI loans of $3.3 million and $5.0 million, respectively, for which discount accretion has been suspended because the extent and timing of cash flows from these non-covered PCI loans can no longer be reasonably estimated. In addition to the non-covered non-accrual loans in the table above, $1.6 million and $1.7 million of real estate loans secured by residential properties and classified as held for sale were in non-accrual status at September 30, 2017 and December 31, 2016, respectively. Interest income, including recoveries and cash payments, recorded on non-covered impaired loans was nominal during the three months ended September 30, 2017 and $0.1 million during the three months ended September 30, 2016. Interest income, including recoveries and cash payments, recorded on non-covered impaired loans was $0.3 million during both the nine months ended September 30, 2017 and 2016, respectively. Except as noted above, non-covered PCI loans are considered to be performing due to the application of the accretion method. The Bank classifies loan modifications as TDRs when it concludes that it has both granted a concession to a debtor and that the debtor is experiencing financial difficulties. Loan modifications are typically structured to create affordable payments for the debtor and can be achieved in a variety of ways. The Bank modifies loans by reducing interest rates and/or lengthening loan amortization schedules. The Bank may also reconfigure a single loan into two or more loans (“A/B Note”). The typical A/B Note restructure results in a “bad” loan which is charged off and a “good” loan or loans, the terms of which comply with the Bank’s customary underwriting policies. The debt charged off on the “bad” loan is not forgiven to the debtor. There were no TDRs granted during the three months ended September 30, 2017 and 2016, respectively. Information regarding TDRs granted during the nine months ended September 30, 2017 and 2016, respectively, is shown in the following table (dollars in thousands). At September 30, 2017 and December 31, 2016, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs. Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 Number of Balance at Balance at Number of Balance at Balance at Loans Extension End of Period Loans Extension End of Period Commercial and industrial: Secured 1 $ 1,357 $ 1,235 1 $ 1,196 $ 944 Unsecured — — — — — — Real estate: Secured by commercial properties 1 1,481 1,385 — — — Secured by residential properties — — — — — — Construction and land development: Residential construction loans — — — — — — Commercial construction loans and land development 1 655 626 — — — Consumer — — — — — — Broker-dealer — — — — — — 3 $ 3,493 $ 3,246 1 $ 1,196 $ 944 All of the non-covered loan modifications included in the table above involved payment term extensions. The Bank did not grant principal reductions on any restructured non-covered loans during the nine months ended September 30, 2017 and 2016. The following table presents information regarding TDRs granted during the twelve months preceding September 30, 2017 and 2016, respectively, for which a payment was at least 30 days past due (dollars in thousands). Twelve Months Preceding September 30, 2017 Twelve Months Preceding September 30, 2016 Number of Balance at Balance at Number of Balance at Balance at Loans Extension End of Period Loans Extension End of Period Commercial and industrial: Secured — $ — $ — 1 $ 1,196 $ 944 Unsecured — — — — — — Real estate: Secured by commercial properties 1 1,481 1,385 — — — Secured by residential properties — — — — — — Construction and land development: Residential construction loans — — — — — — Commercial construction loans and land development — — — — — — Consumer — — — — — — Broker-dealer — — — — — — 1 $ 1,481 $ 1,385 1 $ 1,196 $ 944 An analysis of the aging of the Bank’s non-covered loan portfolio is shown in the following tables (in thousands). Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total Past Due September 30, 2017 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ 9,180 $ 348 $ 5,441 $ 14,969 $ 1,587,935 $ 6,232 $ 1,609,136 $ 125 Unsecured 1,843 11 — 1,854 124,478 — 126,332 — Real estate: Secured by commercial properties 13,017 — 5,361 18,378 2,151,678 19,936 2,189,992 — Secured by residential properties 1,168 582 541 2,291 741,854 10,018 754,163 — Construction and land development: Residential construction loans 232 945 — 1,177 172,302 — 173,479 — Commercial construction loans and land development 510 — — 510 766,051 1,588 768,149 — Consumer 58 107 28 193 41,602 163 41,958 — Broker-dealer — — — — 485,604 — 485,604 — $ 26,008 $ 1,993 $ 11,371 $ 39,372 $ 6,071,504 $ 37,937 $ 6,148,813 $ 125 Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total Past Due December 31, 2016 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ 4,727 $ 704 $ 6,770 $ 12,201 $ 1,576,239 $ 8,672 $ 1,597,112 $ 3,095 Unsecured 596 1 909 1,506 97,835 — 99,341 1 Real estate: Secured by commercial properties 550 9,417 1,492 11,459 1,915,126 28,510 1,955,095 — Secured by residential properties 506 361 369 1,236 849,947 10,489 861,672 — Construction and land development: Residential construction loans — 28 — 28 128,624 — 128,652 — Commercial construction loans and land development 2,500 1,784 48 4,332 650,399 3,467 658,198 — Consumer 176 31 — 207 40,851 294 41,352 — Broker-dealer — — — — 502,077 — 502,077 — $ 9,055 $ 12,326 $ 9,588 $ 30,969 $ 5,761,098 $ 51,432 $ 5,843,499 $ 3,096 In addition to the non-covered loans shown in the tables above, $45.0 million and $44.4 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $45.6 million and $44.9 million, respectively) were 90 days past due and accruing interest at September 30, 2017 and December 31, 2016, respectively. These loans are guaranteed by U.S. government agencies and include loans that are subject to repurchase, or have been repurchased, by PrimeLending. Management tracks credit quality trends on a quarterly basis related to: (i) past due levels, (ii) non-performing asset levels, (iii) classified loan levels, (iv) net charge-offs, and (v) general economic conditions in state and local markets. The Bank utilizes a risk grading matrix to assign a risk grade to each of the loans in its portfolio. A risk rating is assigned based on an assessment of the borrower’s management, collateral position, financial capacity, and economic factors. The general characteristics of the various risk grades are described below. Pass – “Pass” loans present a range of acceptable risks to the Bank. Loans that would be considered virtually risk-free are rated Pass – low risk. Loans that exhibit sound standards based on the grading factors above and present a reasonable risk to the Bank are rated Pass – normal risk. Loans that exhibit a minor weakness in one or more of the grading criteria but still present an acceptable risk to the Bank are rated Pass – high risk. Special Mention – “Special Mention” loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in a deterioration of the repayment prospects for the loans and weaken the Bank’s credit position at some future date. Special Mention loans are not adversely classified and do not expose the Bank to sufficient risk to require adverse classification. Substandard – “Substandard” loans are inadequately protected by the current sound worth and paying capacity of the obligor or the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Many substandard loans are considered impaired. PCI – “PCI” loans exhibited evidence of credit deterioration at acquisition that made it probable that all contractually required principal payments would not be collected. The following tables present the internal risk grades of non-covered loans, as previously described, in the portfolio by class (in thousands). September 30, 2017 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 1,532,920 $ 19,964 $ 50,020 $ 6,232 $ 1,609,136 Unsecured 124,113 996 1,223 — 126,332 Real estate: Secured by commercial properties 2,125,077 4,808 40,171 19,936 2,189,992 Secured by residential properties 737,712 3,263 3,170 10,018 754,163 Construction and land development: Residential construction loans 173,479 — — — 173,479 Commercial construction loans and land development 763,142 2,652 767 1,588 768,149 Consumer 41,700 — 95 163 41,958 Broker-dealer 485,604 — — — 485,604 $ 5,983,747 $ 31,683 $ 95,446 $ 37,937 $ 6,148,813 December 31, 2016 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 1,531,895 $ 72 $ 56,473 $ 8,672 $ 1,597,112 Unsecured 97,646 — 1,695 — 99,341 Real estate: Secured by commercial properties 1,888,231 3,693 34,661 28,510 1,955,095 Secured by residential properties 846,420 — 4,763 10,489 861,672 Construction and land development: Residential construction loans 128,624 — 28 — 128,652 Commercial construction loans and land development 653,808 — 923 3,467 658,198 Consumer 40,789 6 263 294 41,352 Broker-dealer 502,077 — — — 502,077 $ 5,689,490 $ 3,771 $ 98,806 $ 51,432 $ 5,843,499 Allowance for Loan Losses The allowance for both originated and acquired loans is subject to regulatory examinations, which may take into account such factors as the methodology used to calculate the allowance and the size of the allowance. The Company’s analysis of the level of the allowance for loan losses to ensure that it is appropriate for the estimated credit losses in the portfolio consistent with the Interagency Policy Statement on the Allowance for Loan and Lease Losses and the Receivables and Contingencies Topics of the ASC is described in detail in Note 5 to the consolidated financial statements included in the Company’s 2016 Form 10-K. During 2016, the Bank discovered irregularities with respect to a non-covered loan that is currently in default. As a result, the Bank increased its provision for loan losses and recorded a $24.5 million charge-off during the second quarter of 2016, representing the entire outstanding principal balance of the loan. During the second quarter of 2017, the Bank recorded other noninterest income of $15.0 million from coverage provided by an insurance policy for forgery. Changes in the allowance for non-covered loan losses, distributed by portfolio segment, are shown below (in thousands). Commercial and Construction and Three Months Ended September 30, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 21,834 $ 28,734 $ 7,645 $ 524 $ 471 $ 59,208 Provision charged to (recapture from) operations 2,165 (1,278) 144 (147) (405) 479 Loans charged off (1,264) (5) (3) (33) — (1,305) Recoveries on charged off loans 280 88 4 25 — 397 Balance, end of period $ 23,015 $ 27,539 $ 7,790 $ 369 $ 66 $ 58,779 Commercial and Construction and Nine Months Ended September 30, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 21,369 $ 25,236 $ 7,002 $ 424 $ 155 $ 54,186 Provision charged to (recapture from) operations 3,376 2,424 796 74 (89) 6,581 Loans charged off (3,070) (305) (13) (194) — (3,582) Recoveries on charged off loans 1,340 184 5 65 — 1,594 Balance, end of period $ 23,015 $ 27,539 $ 7,790 $ 369 $ 66 $ 58,779 Commercial and Construction and Three Months Ended September 30, 2016 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 20,720 $ 23,302 $ 6,288 $ 325 $ 378 $ 51,013 Provision charged to (recapture from) operations 3,973 (116) 823 228 (189) 4,719 Loans charged off (3,550) (1) — (67) — (3,618) Recoveries on charged off loans 295 196 — 20 — 511 Balance, end of period $ 21,438 $ 23,381 $ 7,111 $ 506 $ 189 $ 52,625 Commercial and Construction and Nine Months Ended September 30, 2016 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 19,845 $ 18,983 $ 6,064 $ 314 $ 209 $ 45,415 Provision charged to (recapture from) operations 30,494 5,333 1,047 243 (19) 37,098 Loans charged off (30,333) (1,299) — (155) (1) (31,788) Recoveries on charged off loans 1,432 364 — 104 — 1,900 Balance, end of period $ 21,438 $ 23,381 $ 7,111 $ 506 $ 189 $ 52,625 The non-covered loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and September 30, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 17,311 $ 13,722 $ 626 $ — $ — $ 31,659 Loans collectively evaluated for impairment 1,711,925 2,900,479 939,414 41,795 485,604 6,079,217 PCI Loans 6,232 29,954 1,588 163 — 37,937 $ 1,735,468 $ 2,944,155 $ 941,628 $ 41,958 $ 485,604 $ 6,148,813 Commercial and Construction and December 31, 2016 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 4,508 $ 9,704 $ 727 $ 205 $ — $ 15,144 Loans collectively evaluated for impairment 1,683,273 2,768,064 782,656 40,853 502,077 5,776,923 PCI Loans 8,672 38,999 3,467 294 — 51,432 $ 1,696,453 $ 2,816,767 $ 786,850 $ 41,352 $ 502,077 $ 5,843,499 The allowance for non-covered loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and September 30, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ — $ 846 $ 112 $ — $ — $ 958 Loans collectively evaluated for impairment 22,904 24,987 7,441 325 66 55,723 PCI Loans 111 1,706 237 44 — 2,098 $ 23,015 $ 27,539 $ 7,790 $ 369 $ 66 $ 58,779 Commercial and Construction and December 31, 2016 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 115 $ — $ 167 $ — $ — $ 282 Loans collectively evaluated for impairment 20,697 23,129 6,458 368 155 50,807 PCI Loans 557 2,107 377 56 — 3,097 $ 21,369 $ 25,236 $ 7,002 $ 424 $ 155 $ 54,186 |