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). June 30, December 31, 2018 2017 Commercial and industrial $ 1,655,431 $ 1,681,205 Real estate 3,142,496 3,011,524 Construction and land development 948,309 962,605 Consumer 38,262 40,446 Broker-dealer (1) 600,162 577,889 6,384,660 6,273,669 Allowance for non-covered loan losses (59,996) (60,957) Total non-covered loans, net of allowance $ 6,324,664 $ 6,212,712 (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). June 30, December 31, 2018 2017 Carrying amount $ 26,665 $ 37,204 Outstanding balance 39,714 51,064 Changes in the accretable yield for non-covered PCI loans were as follows (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Balance, beginning of period $ 6,093 $ 11,442 $ 7,013 $ 13,116 Reclassifications from nonaccretable difference, net (1) (92) 438 550 577 Disposals of loans — (61) (98) (61) Accretion (742) (2,026) (2,206) (3,839) Balance, end of period $ 5,259 $ 9,793 $ 5,259 $ 9,793 (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 $19.1 million and $19.2 million at June 30, 2018 and December 31, 2017, 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 June 30, 2018 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 15,315 $ 3,935 $ 1,120 $ 5,055 $ 58 Unsecured — — — — — Real estate: Secured by commercial properties 24,947 8,610 8,152 16,762 969 Secured by residential properties 6,263 1,930 1,999 3,929 322 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 1,417 271 648 919 154 Consumer 2,083 — — — — Broker-dealer — — — — — 50,025 14,746 11,919 26,665 1,503 Non-PCI Commercial and industrial: Secured 25,451 13,406 5,430 18,836 2,501 Unsecured 656 425 — 425 — Real estate: Secured by commercial properties 14,124 8,171 4,767 12,938 810 Secured by residential properties 1,241 803 — 803 — Construction and land development: Residential construction loans 15 — — — — Commercial construction loans and land development 631 — 568 568 85 Consumer 155 49 — 49 — Broker-dealer — — — — — 42,273 22,854 10,765 33,619 3,396 $ 92,298 $ 37,600 $ 22,684 $ 60,284 $ 4,899 Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related December 31, 2017 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 19,752 $ 3,610 $ 2,489 $ 6,099 $ 89 Unsecured — — — — — Real estate: Secured by commercial properties 34,598 7,583 12,092 19,675 1,391 Secured by residential properties 12,600 5,307 4,558 9,865 325 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 2,001 428 1,010 1,438 215 Consumer 2,377 12 115 127 18 Broker-dealer — — — — — 71,328 16,940 20,264 37,204 2,038 Non-PCI Commercial and industrial: Secured 23,666 15,308 2,072 17,380 365 Unsecured 761 616 — 616 — Real estate: Secured by commercial properties 15,504 10,934 3,686 14,620 932 Secured by residential properties 1,596 1,177 — 1,177 — Construction and land development: Residential construction loans 15 — — — — Commercial construction loans and land development 653 — 611 611 93 Consumer 162 56 — 56 — Broker-dealer — — — — — 42,357 28,091 6,369 34,460 1,390 $ 113,685 $ 45,031 $ 26,633 $ 71,664 $ 3,428 Average recorded investment in non-covered impaired loans is summarized by class in the following table (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Commercial and industrial: Secured $ 23,581 $ 16,950 $ 23,685 $ 15,093 Unsecured 475 748 521 821 Real estate: Secured by commercial properties 30,245 37,189 31,998 37,362 Secured by residential properties 4,973 11,461 7,887 11,630 Construction and land development: Residential construction loans — — — 14 Commercial construction loans and land development 1,673 3,170 1,768 3,580 Consumer 54 462 116 480 Broker-dealer — — — — $ 61,001 $ 69,980 $ 65,975 $ 68,980 Non-covered non-accrual loans, excluding those classified as held for sale, are summarized by class in the following table (in thousands). June 30, December 31, 2018 2017 Commercial and industrial: Secured $ 22,390 $ 20,262 Unsecured 425 616 Real estate: Secured by commercial properties 14,256 14,620 Secured by residential properties 1,217 1,614 Construction and land development: Residential construction loans — — Commercial construction loans and land development 569 611 Consumer 49 56 Broker-dealer — — $ 38,906 $ 37,779 At June 30, 2018 and December 31, 2017, non-covered non-accrual loans included non-covered PCI loans of $5.3 million and $3.3 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, $3.1 million and $2.7 million of real estate loans secured by residential properties and classified as held for sale were in non-accrual status at June 30, 2018 and December 31, 2017, respectively. Interest income, including recoveries and cash payments, recorded on non-covered impaired loans was $0.1 million during both the three months ended June 30, 2018 and 2017, and $0.1 million and $0.4 million during the six months ended June 30, 2018 and 2017, 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. The Bank did not grant any TDRs during three or six months ended June 30, 2018. Information regarding TDRs granted during the three and six months ended June 30, 2017 is shown in the following tables (dollars in thousands). At June 30, 2018 and December 31, 2017, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs. Three Months Ended June 30, 2017 Number of Balance at Balance at Loans Extension End of Period Commercial and industrial: Secured — $ — $ — Unsecured — — — Real estate: Secured by commercial properties — — — Secured by residential properties — — — Construction and land development: Residential construction loans — — — Commercial construction loans and land development 1 655 632 Consumer — — — Broker-dealer — — — 1 $ 655 $ 632 Six Months Ended June 30, 2017 Number of Balance at Balance at Loans Extension End of Period Commercial and industrial: Secured 1 $ 1,357 $ 1,279 Unsecured — — — Real estate: Secured by commercial properties 1 1,481 1,417 Secured by residential properties — — — Construction and land development: Residential construction loans — — — Commercial construction loans and land development 1 655 632 Consumer — — — Broker-dealer — — — 3 $ 3,493 $ 3,328 All of the non-covered loan modifications included in the tables above involved payment term extensions. The Bank did not grant principal reductions on any restructured non-covered loans during the three and six months ended June 30, 2018 and 2017. The following table presents information regarding TDRs granted during the twelve months preceding June 30, 2018 and 2017, respectively, for which a payment was at least 30 days past due (dollars in thousands). Twelve Months Preceding June 30, 2018 Twelve Months Preceding June 30, 2017 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 — $ — $ — — $ — $ — Unsecured — — — — — — Real estate: Secured by commercial properties 1 3,294 3,206 1 1,481 1,417 Secured by residential properties — — — — — — Construction and land development: Residential construction loans — — — — — — Commercial construction loans and land development — — — — — — Consumer — — — — — — Broker-dealer — — — — — — 1 $ 3,294 $ 3,206 1 $ 1,481 $ 1,417 An analysis of the aging of the Company’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 June 30, 2018 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ 6,301 $ 1,394 $ 2,739 $ 10,434 $ 1,519,644 $ 5,055 $ 1,535,133 $ — Unsecured 432 25 — 457 119,841 — 120,298 — Real estate: Secured by commercial properties 428 3,206 1,821 5,455 2,295,193 16,762 2,317,410 — Secured by residential properties 1,171 — 769 1,940 819,217 3,929 825,086 688 Construction and land development: Residential construction loans 1,054 — — 1,054 208,601 — 209,655 — Commercial construction loans and land development 51 400 — 451 737,284 919 738,654 — Consumer 227 40 — 267 37,995 — 38,262 — Broker-dealer — — — — 600,162 — 600,162 — $ 9,664 $ 5,065 $ 5,329 $ 20,058 $ 6,337,937 $ 26,665 $ 6,384,660 $ 688 Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total Past Due December 31, 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 $ 2,060 $ 312 $ 5,714 $ 8,086 $ 1,544,131 $ 6,099 $ 1,558,316 $ 640 Unsecured 642 — — 642 122,247 — 122,889 — Real estate: Secured by commercial properties 442 — 2,195 2,637 2,213,331 19,675 2,235,643 — Secured by residential properties 1,490 1,290 418 3,198 762,818 9,865 775,881 — Construction and land development: Residential construction loans 315 — — 315 176,937 — 177,252 — Commercial construction loans and land development 1,370 101 — 1,471 782,444 1,438 785,353 — Consumer 194 20 — 214 40,105 127 40,446 — Broker-dealer — — — — 577,889 — 577,889 — $ 6,513 $ 1,723 $ 8,327 $ 16,563 $ 6,219,902 $ 37,204 $ 6,273,669 $ 640 In addition to the non-covered loans shown in the tables above, PrimeLending had $73.4 million and $84.5 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $74.0 million and $85.2 million, respectively) that were 90 days past due and accruing interest at June 30, 2018 and December 31, 2017, 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 Company utilizes a risk grading matrix to assign a risk grade to each of the loans in its portfolio with the exception of broker-dealer margin loans. 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 Company. 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 Company 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 Company 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 Company’s credit position at some future date. Special Mention loans are not adversely classified and do not expose the Company 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 Company 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). June 30, 2018 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 1,462,355 $ 6,600 $ 61,123 $ 5,055 $ 1,535,133 Unsecured 119,289 — 1,009 — 120,298 Real estate: Secured by commercial properties 2,233,481 4,740 62,427 16,762 2,317,410 Secured by residential properties 809,996 — 11,161 3,929 825,086 Construction and land development: Residential construction loans 209,655 — — — 209,655 Commercial construction loans and land development 737,143 — 592 919 738,654 Consumer 38,139 — 123 — 38,262 Broker-dealer 600,162 — — — 600,162 $ 6,210,220 $ 11,340 $ 136,435 $ 26,665 $ 6,384,660 December 31, 2017 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 1,483,502 $ 17,354 $ 51,361 $ 6,099 $ 1,558,316 Unsecured 121,774 — 1,115 — 122,889 Real estate: Secured by commercial properties 2,154,595 7,647 53,726 19,675 2,235,643 Secured by residential properties 756,091 — 9,925 9,865 775,881 Construction and land development: Residential construction loans 177,252 — — — 177,252 Commercial construction loans and land development 780,905 2,259 751 1,438 785,353 Consumer 40,211 — 108 127 40,446 Broker-dealer 577,889 — — — 577,889 $ 6,092,219 $ 27,260 $ 116,986 $ 37,204 $ 6,273,669 Allowance for Loan Losses The allowance for loan losses is subject to regulatory examinations and determinations as to adequacy, 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 2017 Form 10-K. 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 June 30, 2018 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 23,269 $ 29,300 $ 7,449 $ 276 $ 77 $ 60,371 Provision (recovery) for loan losses 1,815 (767) (178) (75) 340 1,135 Loans charged off (2,233) (24) — (30) — (2,287) Recoveries on charged off loans 666 75 — 36 — 777 Balance, end of period $ 23,517 $ 28,584 $ 7,271 $ 207 $ 417 $ 59,996 Commercial and Construction and Six Months Ended June 30, 2018 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 23,674 $ 28,775 $ 7,844 $ 311 $ 353 $ 60,957 Provision (recovery) for loan losses 119 (264) (573) (109) 64 (763) Loans charged off (3,416) (30) — (43) — (3,489) Recoveries on charged off loans 3,140 103 — 48 — 3,291 Balance, end of period $ 23,517 $ 28,584 $ 7,271 $ 207 $ 417 $ 59,996 Commercial and Construction and Three Months Ended June 30, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 21,679 $ 26,112 $ 6,879 $ 464 $ 23 $ 55,157 Provision for loan losses 735 2,779 766 165 448 4,893 Loans charged off (1,200) (218) — (127) — (1,545) Recoveries on charged off loans 620 61 — 22 — 703 Balance, end of period $ 21,834 $ 28,734 $ 7,645 $ 524 $ 471 $ 59,208 Commercial and Construction and Six Months Ended June 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 for loan losses 1,210 3,701 654 221 316 6,102 Loans charged off (1,805) (300) (11) (161) — (2,277) Recoveries on charged off loans 1,060 97 — 40 — 1,197 Balance, end of period $ 21,834 $ 28,734 $ 7,645 $ 524 $ 471 $ 59,208 The non-covered loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and June 30, 2018 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 18,653 $ 12,679 $ 569 $ — $ — $ 31,901 Loans collectively evaluated for impairment 1,631,723 3,109,126 946,821 38,262 600,162 6,326,094 PCI Loans 5,055 20,691 919 — — 26,665 $ 1,655,431 $ 3,142,496 $ 948,309 $ 38,262 $ 600,162 $ 6,384,660 Commercial and Construction and December 31, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 16,819 $ 13,782 $ 611 $ — $ — $ 31,212 Loans collectively evaluated for impairment 1,658,287 2,968,202 960,556 40,319 577,889 6,205,253 PCI Loans 6,099 29,540 1,438 127 — 37,204 $ 1,681,205 $ 3,011,524 $ 962,605 $ 40,446 $ 577,889 $ 6,273,669 The allowance for non-covered loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and June 30, 2018 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 2,501 $ 810 $ 85 $ — $ — $ 3,396 Loans collectively evaluated for impairment 20,958 26,483 7,032 207 417 55,097 PCI Loans 58 1,291 154 — — 1,503 $ 23,517 $ 28,584 $ 7,271 $ 207 $ 417 $ 59,996 Commercial and Construction and December 31, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 365 $ 932 $ 93 $ — $ — $ 1,390 Loans collectively evaluated for impairment 23,220 26,127 7,536 293 353 57,529 PCI Loans 89 1,716 215 18 — 2,038 $ 23,674 $ 28,775 $ 7,844 $ 311 $ 353 $ 60,957 |