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 six months ended June 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). June 30, December 31, 2019 2018 Commercial real estate $ 2,937,243 $ 2,940,120 Commercial and industrial 1,448,221 1,508,451 Construction and land development 950,628 932,909 1-4 family residential 696,535 679,263 Mortgage warehouse 555,327 243,806 Consumer 44,273 47,546 Broker-dealer (1) 570,377 578,363 7,202,604 6,930,458 Allowance for loan losses (55,177) (59,486) Total loans held for investment, net of allowance $ 7,147,427 $ 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). June 30, December 31, 2019 2018 Carrying amount $ 86,200 $ 93,072 Outstanding balance 155,749 172,808 Changes in the accretable yield for PCI loans were as follows (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Balance, beginning of period $ 72,172 $ 93,686 $ 80,693 $ 98,846 Reclassifications from nonaccretable difference, net (1) 4,909 3,136 5,443 10,265 Disposals of loans (337) — (703) (98) Accretion (7,439) (9,514) (16,128) (21,514) Transfer of loans to OREO (2) — (656) — (847) Balance, end of period $ 69,305 $ 86,652 $ 69,305 $ 86,652 (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 $59.6 million and $64.2 million at June 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 June 30, 2019 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial real estate: Non-owner occupied $ 35,163 $ 5,416 $ 7,332 $ 12,748 $ 1,331 Owner occupied 28,977 6,965 5,636 12,601 639 Commercial and industrial 25,825 4,767 1,141 5,908 29 Construction and land development 7,791 44 23 67 3 1-4 family residential 96,746 1,623 53,249 54,872 1,987 Mortgage warehouse — — — — — Consumer 1,895 4 — 4 — Broker-dealer — — — — — 196,397 18,819 67,381 86,200 3,989 Non-PCI Commercial real estate: Non-owner occupied 206 199 — 199 — Owner occupied 5,106 3,943 — 3,943 — Commercial and industrial 26,210 9,950 2,245 12,195 838 Construction and land development 1,536 919 492 1,411 12 1-4 family residential 10,460 7,625 — 7,625 — Mortgage warehouse — — — — — Consumer 144 34 — 34 — Broker-dealer — — — — — 43,662 22,670 2,737 25,407 850 $ 240,059 $ 41,489 $ 70,118 $ 111,607 $ 4,839 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 June 30, Six Months Ended June 30, 2019 2018 2019 2018 Commercial real estate: Non-owner occupied $ 13,097 $ 30,245 $ 13,018 $ 31,998 Owner occupied 17,380 4,973 17,633 7,887 Commercial and industrial 17,284 24,056 18,147 24,206 Construction and land development 1,619 1,673 2,594 1,768 1-4 family residential 63,279 — 63,873 — Mortgage warehouse — — — — Consumer 41 54 45 116 Broker-dealer — — — — Covered — 83,471 — 86,763 $ 112,700 $ 144,472 $ 115,310 $ 152,738 Non-accrual loans, excluding those classified as held for sale, are summarized by class in the following table (in thousands). June 30, December 31, 2019 2018 Commercial real estate: Non-owner occupied $ 1,333 $ 1,226 Owner occupied 3,943 4,098 Commercial and industrial 14,152 14,870 Construction and land development 1,413 3,278 1-4 family residential 7,700 7,026 Mortgage warehouse — — Consumer 34 41 Broker-dealer — — $ 28,575 $ 30,539 At June 30, 2019 and December 31, 2018, non-accrual loans included PCI loans of $4.4 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, $3.4 million of real estate loans secured by residential properties and classified as held for sale were in non-accrual status at both June 30, 2019 and December 31, 2018. Interest income, including recoveries and cash payments, recorded on impaired loans was $0.3 million and $0.2 million during the three months ended June 30, 2019 and 2018, respectively, and $0.7 million and $0.4 million during the six months ended June 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 six months ended June 30, 2019, is shown in the following table (dollars in thousands). There were no TDRs granted during the three or six months ended June 30, 2018. At June 30, 2019 and December 31, 2018, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs. Three Months Ended June 30, 2019 Six Months Ended June 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 3 7,993 7,973 3 7,973 7,973 Construction and land development — — — — — — 1-4 family residential — — — — — — Mortgage warehouse — — — — — — Consumer — — — — — — Broker-dealer — — — — — — Covered — — — — — — 3 $ 7,993 $ 7,973 3 $ 7,973 $ 7,973 There were no TDRs granted during the twelve months preceding June 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 June 30, 2018, for which a payment was at least 30 days past due (dollars in thousands). Twelve Months Preceding June 30, 2018 Number of Balance at Balance at Loans Extension End of Period Commercial real estate: Non-owner occupied — $ — $ — Owner occupied 1 3,294 3,206 Commercial and industrial — — — Construction and land development — — — 1-4 family residential — — — Mortgage warehouse — — — Consumer — — — Broker-dealer — — — Covered — — — 1 $ 3,294 $ 3,206 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 June 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 $ 811 $ 130 $ 199 $ 1,140 $ 1,653,557 $ 12,748 $ 1,667,445 $ — Owner occupied 1,526 — 2,527 4,053 1,253,144 12,601 1,269,798 — Commercial and industrial 3,604 5,257 1,055 9,916 1,432,397 5,908 1,448,221 10 Construction and land development 2,719 839 — 3,558 947,003 67 950,628 — 1-4 family residential 4,444 1,257 2,856 8,557 633,106 54,872 696,535 — Mortgage warehouse — 39 — 39 555,288 — 555,327 — Consumer 188 — — 188 44,081 4 44,273 — Broker-dealer — — — — 570,377 — 570,377 — $ 13,292 $ 7,522 $ 6,637 $ 27,451 $ 7,088,953 $ 86,200 $ 7,202,604 $ 10 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 $77.4 million and $83.1 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $78.5 million and $84.0 million, respectively) that were 90 days past due and accruing interest at June 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). June 30, 2019 Pass Special Mention Substandard PCI Total Commercial real estate: Non-owner occupied $ 1,599,634 $ 5,935 $ 49,128 $ 12,748 $ 1,667,445 Owner occupied 1,222,925 — 34,272 12,601 1,269,798 Commercial and industrial 1,383,938 447 57,928 5,908 1,448,221 Construction and land development 948,148 — 2,413 67 950,628 1-4 family residential 623,710 371 17,582 54,872 696,535 Mortgage warehouse 555,327 — — — 555,327 Consumer 44,188 — 81 4 44,273 Broker-dealer 570,377 — — — 570,377 $ 6,948,247 $ 6,753 $ 161,404 $ 86,200 $ 7,202,604 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 June 30, 2019 Beginning of Period for Loan Losses Charged Off Charged Off Loans End of Period Commercial real estate $ 26,845 $ (1,731) $ — $ — $ 25,114 Commercial and industrial 21,268 1,254 (2,430) 322 20,414 Construction and land development 5,908 (1,512) — — 4,396 1-4 family residential 4,331 1,447 (871) 17 4,924 Mortgage warehouse — — — — — Consumer 409 (128) (10) 12 283 Broker-dealer 48 (2) — — 46 Total $ 58,809 $ (672) $ (3,311) $ 351 $ 55,177 Balance, Provision (Recovery) Loans Recoveries on Balance, Six Months Ended June 30, 2019 Beginning of Period for Loan Losses Charged Off Charged Off loans End of Period Commercial real estate $ 27,100 $ (1,986) $ — $ — $ 25,114 Commercial and industrial 21,980 1,712 (4,248) 970 20,414 Construction and land development 6,061 (1,665) — — 4,396 1-4 family residential 3,956 1,836 (899) 31 4,924 Mortgage warehouse — — — — — Consumer 267 458 (464) 22 283 Broker-dealer 122 (76) — — 46 Total $ 59,486 $ 279 $ (5,611) $ 1,023 $ 55,177 Balance, Provision (Recovery) Loans Recoveries on Balance, Three Months Ended June 30, 2018 Beginning of Period for Loan Losses Charged Off Charged Off Loans End of Period Commercial real estate $ 27,193 $ (1,143) $ (18) $ — $ 26,032 Commercial and industrial 23,269 1,815 (2,233) 666 23,517 Construction and land development 7,449 (178) — — 7,271 1-4 family residential 2,107 376 (6) 75 2,552 Mortgage warehouse — — — — — Consumer 276 (75) (30) 36 207 Broker-dealer 77 340 — — 417 Covered 2,823 (795) (57) 3 1,974 Total $ 63,194 $ 340 $ (2,344) $ 780 $ 61,970 Balance, Provision (Recovery) Loans Recoveries on Balance, Six Months Ended June 30, 2018 Beginning of Period for Loan Losses Charged Off Charged Off Loans End of Period Commercial real estate $ 26,413 $ (363) $ (18) $ — $ 26,032 Commercial and industrial 23,674 119 (3,416) 3,140 23,517 Construction and land development 7,844 (573) — — 7,271 1-4 family residential 2,362 99 (12) 103 2,552 Mortgage warehouse — — — — — Consumer 311 (109) (43) 48 207 Broker-dealer 353 64 — — 417 Covered 2,729 (704) (57) 6 1,974 Total $ 63,686 $ (1,467) $ (3,546) $ 3,297 $ 61,970 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 June 30, 2019 Impairment Impairment Loans Total Commercial real estate $ 3,559 $ 2,908,335 $ 25,349 $ 2,937,243 Commercial and industrial 11,362 1,430,951 5,908 1,448,221 Construction and land development 1,317 949,244 67 950,628 1-4 family residential 608 641,055 54,872 696,535 Mortgage warehouse — 555,327 — 555,327 Consumer — 44,269 4 44,273 Broker-dealer — 570,377 — 570,377 Total $ 16,846 $ 7,099,558 $ 86,200 $ 7,202,604 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 June 30, 2019 Impairment Impairment Loans Total Commercial real estate $ — $ 23,144 $ 1,970 $ 25,114 Commercial and industrial 838 19,547 29 20,414 Construction and land development 12 4,381 3 4,396 1-4 family residential — 2,937 1,987 4,924 Mortgage warehouse — — — — Consumer — 283 — 283 Broker-dealer — 46 — 46 Total $ 850 $ 50,338 $ 3,989 $ 55,177 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 |