Loans Held for Investment and Allowance for Loan Losses | 6. Loans Held for Investment and Allowance for Loan Losses The loans acquired in the FNB Transaction were subject to loss-share agreements with the FDIC. During the fourth quarter of 2018, the Bank and the FDIC entered into a Termination Agreement pursuant to which all rights and obligations of the Bank and the FDIC under the FDIC loss-share agreements were resolved and terminated. Accordingly, loans which were previously referred to as either “covered loans” if covered by the loss-share agreements or otherwise “non-covered loans” are now collectively referred to as “loans held for investment.” Disclosures associated with loans that were previously covered by the FDIC loss-share agreements during the three and nine months ended September 30, 2018 are included in the “covered” portfolio segment in the applicable tables that follow. The majority of the loans previously covered by the FDIC loss-share agreements are comprised primarily of commercial real estate and 1-4 family residential loans. Loans held for investment summarized by portfolio segment are as follows (in thousands). September 30, December 31, 2019 2018 Commercial real estate $ 2,933,424 $ 2,940,120 Commercial and industrial 1,390,531 1,508,451 Construction and land development 972,226 932,909 1-4 family residential 698,251 679,263 Mortgage warehouse 725,852 243,806 Consumer 42,780 47,546 Broker-dealer (1) 558,144 578,363 7,321,208 6,930,458 Allowance for loan losses (55,604) (59,486) Total loans held for investment, net of allowance $ 7,265,604 $ 6,870,972 (1) Primarily represents margin loans to customers and correspondents associated with broker-dealer segment operations. In connection with the Bank Transactions, the Company acquired loans both with and without evidence of credit quality deterioration since origination. The following table presents the carrying values and the outstanding balances of PCI loans (in thousands). September 30, December 31, 2019 2018 Carrying amount $ 84,205 $ 93,072 Outstanding balance 147,926 172,808 Changes in the accretable yield for PCI loans were as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Balance, beginning of period $ 69,305 $ 86,652 $ 80,693 $ 98,846 Additions — 340 — 340 Reclassifications from nonaccretable difference, net (1) 7,183 6,702 12,626 16,967 Disposals of loans (132) — (835) (98) Accretion (8,614) (8,491) (24,742) (30,005) Transfer of loans to OREO (2) — (142) — (989) Balance, end of period $ 67,742 $ 85,061 $ 67,742 $ 85,061 (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. (2) Transfer of loans to OREO is the difference between the value removed from the pool and the expected cash flows for the loan. The remaining nonaccretable difference for PCI loans was $53.6 million and $64.2 million at September 30, 2019 and December 31, 2018, respectively. Impaired loans exhibit a clear indication that the borrower’s cash flow may not be sufficient to meet 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. 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 and the related allowance consider impairment measured at the pool level. 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, 2019 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial real estate: Non-owner occupied $ 29,625 $ 5,281 $ 7,436 $ 12,717 $ 1,507 Owner occupied 27,926 2,292 10,408 12,700 980 Commercial and industrial 24,485 4,459 1,137 5,596 14 Construction and land development 7,412 6 21 27 3 1-4 family residential 92,733 499 52,664 53,163 2,472 Mortgage warehouse — — — — — Consumer 1,750 2 — 2 — Broker-dealer — — — — — 183,931 12,539 71,666 84,205 4,976 Non-PCI Commercial real estate: Non-owner occupied 3,904 199 3,698 3,897 690 Owner occupied 4,910 3,734 — 3,734 — Commercial and industrial 24,691 9,200 2,332 11,532 903 Construction and land development 1,504 1,358 — 1,358 — 1-4 family residential 10,442 7,514 — 7,514 — Mortgage warehouse — — — — — Consumer 42 30 — 30 — Broker-dealer — — — — — 45,493 22,035 6,030 28,065 1,593 $ 229,424 $ 34,574 $ 77,696 $ 112,270 $ 6,569 Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related December 31, 2018 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial real estate: Non-owner occupied $ 42,668 $ 5,549 $ 7,540 $ 13,089 $ 1,125 Owner occupied 36,246 11,657 2,967 14,624 304 Commercial and industrial 27,403 5,491 1,068 6,559 72 Construction and land development 10,992 74 390 464 92 1-4 family residential 106,503 646 57,681 58,327 1,299 Mortgage warehouse — — — — — Consumer 2,185 9 — 9 — Broker-dealer — — — — — 225,997 23,426 69,646 93,072 2,892 Non-PCI Commercial real estate: Non-owner occupied — — — — — Owner occupied 5,231 4,098 — 4,098 — Commercial and industrial 22,277 9,891 1,740 11,631 721 Construction and land development 3,430 2,711 535 3,246 31 1-4 family residential 8,695 6,922 — 6,922 — Mortgage warehouse — — — — — Consumer 149 42 — 42 — Broker-dealer — — — — — 39,782 23,664 2,275 25,939 752 $ 265,779 $ 47,090 $ 71,921 $ 119,011 $ 3,644 Average recorded investment in impaired loans is summarized by class in the following table (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Commercial real estate: Non-owner occupied $ 14,781 $ 41,305 $ 14,852 $ 46,691 Owner occupied 16,489 67,759 17,578 73,531 Commercial and industrial 17,616 24,705 17,659 24,617 Construction and land development 1,432 2,803 2,548 3,090 1-4 family residential 61,587 — 62,963 — Mortgage warehouse — — — — Consumer 35 52 42 119 Broker-dealer — — — — Covered — — — — $ 111,940 $ 136,624 $ 115,642 $ 148,048 Non-accrual loans, excluding those classified as held for sale, are summarized by class in the following table (in thousands). September 30, December 31, 2019 2018 Commercial real estate: Non-owner occupied $ 4,993 $ 1,226 Owner occupied 3,734 4,098 Commercial and industrial 13,313 14,870 Construction and land development 1,358 3,278 1-4 family residential 7,567 7,026 Mortgage warehouse — — Consumer 30 41 Broker-dealer — — $ 30,995 $ 30,539 At September 30, 2019 and December 31, 2018, non-accrual loans included PCI loans of $4.2 million and $4.9 million, respectively, for which discount accretion has been suspended because the extent and timing of cash flows from these PCI loans can no longer be reasonably estimated. In addition to the non-accrual loans in the table above, $4.5 million and $3.4 million of real estate loans secured by residential properties and classified as held for sale were in non-accrual status at September 30, 2019 and December 31, 2018, respectively. Interest income, including recoveries and cash payments, recorded on impaired loans was $0.3 million and $0.5 million during the three months ended September 30, 2019 and 2018, respectively, and $1.1 million and $0.9 million during the nine months ended September 30, 2019 and 2018, respectively. Except as noted above, 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. Information regarding TDRs granted during the three and nine months ended September 30, 2019, is shown in the following table (dollars in thousands). There were no TDRs granted during the three or nine months ended September 30, 2018. At September 30, 2019 and December 31, 2018, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs. Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Number of Balance at Balance at Number of Balance at Balance at Loans Extension End of Period Loans Extension End of Period Commercial real estate: Non-owner occupied — $ — $ — — $ — $ — Owner occupied — — — — — — Commercial and industrial 2 1,640 1,587 5 9,632 9,113 Construction and land development — — — — — — 1-4 family residential — — — — — — Mortgage warehouse — — — — — — Consumer — — — — — — Broker-dealer — — — — — — Covered — — — — — — 2 $ 1,640 $ 1,587 5 $ 9,632 $ 9,113 There were no TDRs granted during the twelve months preceding September 30, 2019 for which a payment was at least 30 days past due. The following table presents information regarding TDRs granted during the twelve months preceding September 30, 2018, for which a payment was at least 30 days past due (dollars in thousands). Twelve Months Preceding September 30, 2018 Number of Balance at Balance at Loans Extension End of Period Commercial real estate: Non-owner occupied — $ — $ — Owner occupied 1 3,294 3,130 Commercial and industrial — — — Construction and land development — — — 1-4 family residential — — — Mortgage warehouse — — — Consumer — — — Broker-dealer — — — Covered — — — 1 $ 3,294 $ 3,130 An analysis of the aging of the Company’s 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, 2019 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial real estate: Non-owner occupied $ 4,565 $ 15 $ 199 $ 4,779 $ 1,657,864 $ 12,717 $ 1,675,360 $ — Owner occupied 2,915 213 2,347 5,475 1,239,889 12,700 1,258,064 — Commercial and industrial 9,353 2,449 1,301 13,103 1,371,832 5,596 1,390,531 80 Construction and land development 881 — — 881 971,318 27 972,226 — 1-4 family residential 2,297 1,904 3,044 7,245 637,843 53,163 698,251 — Mortgage warehouse — — — — 725,852 — 725,852 — Consumer 133 32 — 165 42,613 2 42,780 — Broker-dealer — — — — 558,144 — 558,144 — $ 20,144 $ 4,613 $ 6,891 $ 31,648 $ 7,205,355 $ 84,205 $ 7,321,208 $ 80 Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total Past Due December 31, 2018 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial real estate: Non-owner occupied $ 1,174 $ 199 $ — $ 1,373 $ 1,708,160 $ 13,089 $ 1,722,622 $ — Owner occupied 1,364 — 4,173 5,537 1,197,337 14,624 1,217,498 75 Commercial and industrial 1,792 1,049 11,051 13,892 1,488,000 6,559 1,508,451 3 Construction and land development 3,549 — — 3,549 928,896 464 932,909 — 1-4 family residential 5,987 2,484 1,950 10,421 610,515 58,327 679,263 — Mortgage warehouse — — — 0 243,806 — 243,806 — Consumer 254 147 — 401 47,136 9 47,546 — Broker-dealer — — — — 578,363 — 578,363 — $ 14,120 $ 3,879 $ 17,174 $ 35,173 $ 6,802,213 $ 93,072 $ 6,930,458 $ 78 In addition to the loans shown in the tables above, PrimeLending had $81.6 million and $83.1 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $82.7 million and $84.0 million, respectively) that were 90 days past due and accruing interest at September 30, 2019 and December 31, 2018, 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 Special Mention Substandard PCI The following tables present the internal risk grades of loans, as previously described, in the portfolio by class (in thousands). September 30, 2019 Pass Special Mention Substandard PCI Total Commercial real estate: Non-owner occupied $ 1,613,156 $ — $ 49,487 $ 12,717 $ 1,675,360 Owner occupied 1,211,767 816 32,781 12,700 1,258,064 Commercial and industrial 1,328,903 881 55,151 5,596 1,390,531 Construction and land development 969,661 — 2,538 27 972,226 1-4 family residential 627,962 — 17,126 53,163 698,251 Mortgage warehouse 725,852 — — — 725,852 Consumer 42,736 — 42 2 42,780 Broker-dealer 558,144 — — — 558,144 $ 7,078,181 $ 1,697 $ 157,125 $ 84,205 $ 7,321,208 December 31, 2018 Pass Special Mention Substandard PCI Total Commercial real estate: Non-owner occupied $ 1,673,424 $ — $ 36,109 $ 13,089 $ 1,722,622 Owner occupied 1,175,225 2,083 25,566 14,624 1,217,498 Commercial and industrial 1,433,227 15,320 53,345 6,559 1,508,451 Construction and land development 929,130 — 3,315 464 932,909 1-4 family residential 601,264 393 19,279 58,327 679,263 Mortgage warehouse 243,806 — — — 243,806 Consumer 47,416 — 121 9 47,546 Broker-dealer 578,363 — — — 578,363 $ 6,681,855 $ 17,796 $ 137,735 $ 93,072 $ 6,930,458 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 2018 Form 10-K. Changes in the allowance for loan losses, distributed by portfolio segment, are shown below (in thousands). Balance, Provision (Recovery) Loans Recoveries on Balance, Three Months Ended September 30, 2019 Beginning of Period for Loan Losses Charged Off Charged Off Loans End of Period Commercial real estate $ 25,114 $ 757 $ (9) $ — $ 25,862 Commercial and industrial 20,414 (1,625) (1,000) 1,393 19,182 Construction and land development 4,396 392 — — 4,788 1-4 family residential 4,924 485 (12) 14 5,411 Mortgage warehouse — — — — — Consumer 283 (9) (12) 6 268 Broker-dealer 46 47 — — 93 Total $ 55,177 $ 47 $ (1,033) $ 1,413 $ 55,604 Balance, Provision (Recovery) Loans Recoveries on Balance, Nine Months Ended September 30, 2019 Beginning of Period for Loan Losses Charged Off Charged Off loans End of Period Commercial real estate $ 27,100 $ (1,229) $ (9) $ — $ 25,862 Commercial and industrial 21,980 87 (5,247) 2,362 19,182 Construction and land development 6,061 (1,273) — — 4,788 1-4 family residential 3,956 2,321 (911) 45 5,411 Mortgage warehouse — — — — — Consumer 267 449 (476) 28 268 Broker-dealer 122 (29) — — 93 Total $ 59,486 $ 326 $ (6,643) $ 2,435 $ 55,604 Balance, Provision (Recovery) Loans Recoveries on Balance, Three Months Ended September 30, 2018 Beginning of Period for Loan Losses Charged Off Charged Off Loans End of Period Commercial real estate $ 26,032 $ 309 $ — $ — $ 26,341 Commercial and industrial 23,517 (242) (1,820) 366 21,821 Construction and land development 7,271 443 — — 7,714 1-4 family residential 2,552 141 — 31 2,724 Mortgage warehouse — — — — — Consumer 207 27 (26) 7 215 Broker-dealer 417 (371) — — 46 Covered 1,974 (678) (6) 1 1,291 Total $ 61,970 $ (371) $ (1,852) $ 405 $ 60,152 Balance, Provision (Recovery) Loans Recoveries on Balance, Nine Months Ended September 30, 2018 Beginning of Period for Loan Losses Charged Off Charged Off Loans End of Period Commercial real estate $ 26,413 $ (54) $ (18) $ — $ 26,341 Commercial and industrial 23,674 (123) (5,236) 3,506 21,821 Construction and land development 7,844 (130) — — 7,714 1-4 family residential 2,362 240 (12) 134 2,724 Mortgage warehouse — — — — — Consumer 311 (82) (69) 55 215 Broker-dealer 353 (307) — — 46 Covered 2,729 (1,382) (63) 7 1,291 Total $ 63,686 $ (1,838) $ (5,398) $ 3,702 $ 60,152 The loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). Loans Individually Loans Collectively Evaluated for Evaluated for PCI September 30, 2019 Impairment Impairment Loans Total Commercial real estate $ 7,239 $ 2,900,768 $ 25,417 $ 2,933,424 Commercial and industrial 10,767 1,374,168 5,596 1,390,531 Construction and land development 1,271 970,928 27 972,226 1-4 family residential 608 644,480 53,163 698,251 Mortgage warehouse — 725,852 — 725,852 Consumer — 42,778 2 42,780 Broker-dealer — 558,144 — 558,144 Total $ 19,885 $ 7,217,118 $ 84,205 $ 7,321,208 Loans Individually Loans Collectively Evaluated for Evaluated for PCI December 31, 2018 Impairment Impairment Loans Total Commercial real estate $ 3,909 $ 2,908,498 $ 27,713 $ 2,940,120 Commercial and industrial 10,741 1,491,151 6,559 1,508,451 Construction and land development 3,241 929,204 464 932,909 1-4 family residential — 620,936 58,327 679,263 Mortgage warehouse — 243,806 — 243,806 Consumer — 47,537 9 47,546 Broker-dealer — 578,363 — 578,363 Total $ 17,891 $ 6,819,495 $ 93,072 $ 6,930,458 The allowance for loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands). Loans Individually Loans Collectively Evaluated for Evaluated for PCI September 30, 2019 Impairment Impairment Loans Total Commercial real estate $ 690 $ 22,685 $ 2,487 $ 25,862 Commercial and industrial 903 18,265 14 19,182 Construction and land development — 4,785 3 4,788 1-4 family residential — 2,939 2,472 5,411 Mortgage warehouse — — — — Consumer — 268 — 268 Broker-dealer — 93 — 93 Total $ 1,593 $ 49,035 $ 4,976 $ 55,604 Loans Individually Loans Collectively Evaluated for Evaluated for PCI December 31, 2018 Impairment Impairment Loans Total Commercial real estate $ — $ 25,671 $ 1,429 $ 27,100 Commercial and industrial 721 21,187 72 21,980 Construction and land development 31 5,938 92 6,061 1-4 family residential — 2,657 1,299 3,956 Mortgage warehouse — — — — Consumer — 267 — 267 Broker-dealer — 122 — 122 Total $ 752 $ 55,842 $ 2,892 $ 59,486 |