Loans and Allowance for Loan and Lease Losses | NOTE 4 - LOANS AND ALLOWANCE FOR LOAN AND LEASE LOSSES Loans Held for Sale The Company elects the fair value option for recording 1-4 family residential mortgage loans and commercial loans held for sale in accordance with Accounting Standards Codification (“ASC”) 825, “Financial Instruments”. The fair value of loans held for sale is determined based on outstanding commitments from investors to purchase such loans or prevailing market rates. Increases or decreases in the fair value of these loans held for sale, if any, are charged to earnings and are recorded in noninterest income in the consolidated statements on income. The following table presents loans held for sale: (Dollars in thousands) September 30, 2019 December 31, 2018 1-4 family residential $ 4,476 $ 2,106 Commercial 3,023 — Total loans held for sale $ 7,499 $ 2,106 Loans Held for Investment Loans The following table presents the recorded investment and unpaid principal for loans: September 30, 2019 December 31, 2018 Recorded Unpaid Recorded Unpaid (Dollars in thousands) Investment Principal Difference Investment Principal Difference Commercial real estate $ 1,115,559 $ 1,121,602 $ (6,043 ) $ 992,080 $ 999,887 $ (7,807 ) Construction, land development, land 164,186 167,529 (3,343 ) 179,591 183,664 (4,073 ) 1-4 family residential 186,405 187,468 (1,063 ) 190,185 191,852 (1,667 ) Farmland 161,447 163,852 (2,405 ) 170,540 173,583 (3,043 ) Commercial 1,369,505 1,372,740 (3,235 ) 1,114,971 1,118,028 (3,057 ) Factored receivables 599,651 601,604 (1,953 ) 617,791 620,103 (2,312 ) Consumer 24,967 25,047 (80 ) 29,822 29,956 (134 ) Mortgage warehouse 587,697 587,697 — 313,664 313,664 — Total loans held for investment 4,209,417 $ 4,227,539 $ (18,122 ) 3,608,644 $ 3,630,737 $ (22,093 ) Allowance for loan and lease losses (31,895 ) (27,571 ) $ 4,177,522 $ 3,581,073 The difference between the recorded investment and the unpaid principal balance is primarily (1) premiums and discounts associated with acquisition date fair value adjustments on acquired loans (both PCI and non-PCI) totaling $15,820,000 and $19,514,000 at September 30, 2019 and December 31, 2018, respectively, and (2) net deferred origination and factoring fees totaling $2,302,000 and $2,579,000 at September 30, 2019 and December 31, 2018, respectively. At September 30, 2019 and December 31, 2018, the Company had $57,850,000 and $58,566,000, respectively, of customer reserves associated with factored receivables. These amounts represent customer reserves held to settle any payment disputes or collection shortfalls, may be used to pay customers’ obligations to various third parties as directed by the customer, are periodically released to or withdrawn by customers, and are reported as deposits in the consolidated balance sheets. Loans with carrying amounts of $1,150,097,000 and $847,523,000 at September 30, 2019 and December 31, 2018, respectively, were pledged to secure Federal Home Loan Bank borrowing capacity. During the three and nine months ended September 30, 2019, loans with a carrying amounts of $21,180,000 and $27,411,000, respectively, were transferred from loans held for investment to loans held for sale at fair value concurrently with management’s change in intent and decision to sell the loans. During the three and nine months ended September 30, 2019, loans transferred to held for sale were sold resulting in proceeds of $19,322,000 and $25,653,000, respectively. Net gains on transfers and sales of loans, which were recorded as other noninterest income in the consolidated statements of income, totaled $129,000 and $229,000 for the three and nine months ended September 30, 2019, respectively. No loans were transferred to loans held for sale or sold during the nine months ended September 30, 2018, other than those included in the sale of THF. See Note 2 – Business Combinations and Divestitures for details of the THF sale and its impact on our consolidated financial statements. Allowance for Loan and Lease Losses The activity in the allowance for loan and lease losses (“ALLL”) is as follows: (Dollars in thousands) Beginning Ending Three months ended September 30, 2019 Balance Provision Charge-offs Recoveries Balance Commercial real estate $ 5,677 $ 147 $ (26 ) $ — $ 5,798 Construction, land development, land 1,035 47 — 2 1,084 1-4 family residential 409 4 — 4 417 Farmland 590 349 — — 939 Commercial 13,899 1,195 (557 ) 234 14,771 Factored receivables 6,861 851 (210 ) 215 7,717 Consumer 563 66 (85 ) 37 581 Mortgage warehouse 382 206 — — 588 $ 29,416 $ 2,865 $ (878 ) $ 492 $ 31,895 (Dollars in thousands) Beginning Ending Three months ended September 30, 2018 Balance Provision Charge-offs Recoveries Balance Commercial real estate $ 3,803 $ 136 $ — $ 103 $ 4,042 Construction, land development, land 1,025 244 — 2 1,271 1-4 family residential 240 15 (3 ) 7 259 Farmland 509 (6 ) — — 503 Commercial 10,230 6,324 (4,074 ) 273 12,753 Factored receivables 7,727 64 (228 ) 8 7,571 Consumer 670 93 (286 ) 104 581 Mortgage warehouse 343 (67 ) — — 276 $ 24,547 $ 6,803 $ (4,591 ) $ 497 $ 27,256 (Dollars in thousands) Beginning Ending Nine months ended September 30, 2019 Balance Provision Charge-offs Recoveries Balance Commercial real estate $ 4,493 $ 1,343 $ (39 ) $ 1 $ 5,798 Construction, land development, land 1,134 (63 ) (78 ) 91 1,084 1-4 family residential 317 86 (43 ) 57 417 Farmland 535 404 — — 939 Commercial 12,865 3,252 (1,671 ) 325 14,771 Factored receivables 7,299 1,839 (1,682 ) 261 7,717 Consumer 615 424 (594 ) 136 581 Mortgage warehouse 313 275 — — 588 $ 27,571 $ 7,560 $ (4,107 ) $ 871 $ 31,895 (Dollars in thousands) Beginning Ending Nine months ended September 30, 2018 Balance Provision Charge-offs Recoveries Balance Commercial real estate $ 3,435 $ 506 $ (2 ) $ 103 $ 4,042 Construction, land development, land 883 376 — 12 1,271 1-4 family residential 293 (29 ) (17 ) 12 259 Farmland 310 393 (200 ) — 503 Commercial 8,150 8,895 (4,701 ) 409 12,753 Factored receivables 4,597 3,850 (928 ) 52 7,571 Consumer 783 287 (776 ) 287 581 Mortgage warehouse 297 (21 ) — — 276 $ 18,748 $ 14,257 $ (6,624 ) $ 875 $ 27,256 The following table presents loans individually and collectively evaluated for impairment, as well as purchased credit impaired (“PCI”) loans, and their respective ALLL allocations: (Dollars in thousands) Loan Evaluation ALLL Allocations September 30, 2019 Individually Collectively PCI Total loans Individually Collectively PCI Total ALLL Commercial real estate $ 8,253 $ 1,098,249 $ 9,057 $ 1,115,559 $ 485 $ 5,313 $ — $ 5,798 Construction, land development, land 1,157 158,399 4,630 164,186 21 1,063 — 1,084 1-4 family residential 2,319 183,568 518 186,405 142 275 — 417 Farmland 6,948 153,736 763 161,447 265 674 — 939 Commercial 15,641 1,352,936 928 1,369,505 1,987 12,780 4 14,771 Factored receivables 12,152 587,499 — 599,651 3,007 4,710 — 7,717 Consumer 467 24,500 — 24,967 38 543 — 581 Mortgage warehouse — 587,697 — 587,697 — 588 — 588 $ 46,937 $ 4,146,584 $ 15,896 $ 4,209,417 $ 5,945 $ 25,946 $ 4 $ 31,895 (Dollars in thousands) Loan Evaluation ALLL Allocations December 31, 2018 Individually Collectively PCI Total loans Individually Collectively PCI Total ALLL Commercial real estate $ 7,097 $ 974,280 $ 10,703 $ 992,080 $ 487 $ 4,006 $ — $ 4,493 Construction, land development, land 91 172,709 6,791 179,591 21 1,113 — 1,134 1-4 family residential 2,333 186,664 1,188 190,185 125 192 — 317 Farmland 7,424 162,735 381 170,540 72 463 — 535 Commercial 17,153 1,096,813 1,005 1,114,971 1,958 10,903 4 12,865 Factored receivables 6,759 611,032 — 617,791 1,968 5,331 — 7,299 Consumer 355 29,467 — 29,822 22 593 — 615 Mortgage warehouse — 313,664 — 313,664 — 313 — 313 $ 41,212 $ 3,547,364 $ 20,068 $ 3,608,644 $ 4,653 $ 22,914 $ 4 $ 27,571 The following is a summary of information pertaining to impaired loans. PCI loans that have not deteriorated subsequent to acquisition are not considered impaired and therefore do not require an allowance and are excluded from these tables. Impaired Loans and Purchased Credit Impaired Loans Impaired Loans With a Valuation Allowance Without a Valuation Allowance (Dollars in thousands) Recorded Unpaid Related Recorded Unpaid September 30, 2019 Investment Principal Allowance Investment Principal Commercial real estate $ 586 $ 585 $ 485 $ 7,667 $ 7,837 Construction, land development, land 91 91 21 1,066 1,169 1-4 family residential 221 201 142 2,098 2,216 Farmland 914 900 265 6,034 6,326 Commercial 5,396 5,444 1,987 10,245 10,370 Factored receivables 12,152 12,152 3,007 — — Consumer 116 114 38 351 352 Mortgage warehouse — — — — — PCI 71 55 4 — — $ 19,547 $ 19,542 $ 5,949 $ 27,461 $ 28,270 Impaired Loans and Purchased Credit Impaired Loans Impaired Loans With a Valuation Allowance Without a Valuation Allowance (Dollars in thousands) Recorded Unpaid Related Recorded Unpaid December 31, 2018 Investment Principal Allowance Investment Principal Commercial real estate $ 5,610 $ 5,614 $ 487 $ 1,487 $ 1,520 Construction, land development, land 91 91 21 — — 1-4 family residential 225 216 125 2,108 2,255 Farmland 914 900 72 6,510 6,979 Commercial 5,235 5,254 1,958 11,918 12,089 Factored receivables 6,759 6,759 1,968 — — Consumer 63 57 22 292 296 Mortgage warehouse — — — — — PCI 71 55 4 — — $ 18,968 $ 18,946 $ 4,657 $ 22,315 $ 23,139 The following table presents average impaired loans and interest recognized on impaired loans: Three Months Ended Three Months Ended September 30, 2019 September 30, 2018 Average Interest Average Interest (Dollars in thousands) Impaired Loans Recognized Impaired Loans Recognized Commercial real estate $ 7,500 $ 180 $ 6,861 $ 70 Construction, land development, land 1,087 5 181 1 1-4 family residential 2,353 13 2,205 21 Farmland 6,737 31 3,835 10 Commercial 15,222 321 24,579 46 Factored receivables 10,453 — 5,724 — Consumer 458 5 260 3 Mortgage warehouse — — — — PCI 71 — 75 — $ 43,881 $ 555 $ 43,720 $ 151 Nine Months Ended Nine Months Ended September 30, 2019 September 30, 2018 Average Interest Average Interest (Dollars in thousands) Impaired Loans Recognized Impaired Loans Recognized Commercial real estate $ 7,675 $ 180 $ 4,429 $ 76 Construction, land development, land 624 5 178 1 1-4 family residential 2,326 15 2,439 25 Farmland 7,186 75 3,978 27 Commercial 16,397 373 23,149 665 Factored receivables 9,455 — 5,783 — Consumer 411 5 320 4 Mortgage warehouse — — — — PCI 71 — 35 — $ 44,145 $ 653 $ 40,311 $ 798 Past Due and Nonaccrual Loans The following is a summary of contractually past due and nonaccrual loans: Past Due Past Due 90 (Dollars in thousands) 30-89 Days Days or More September 30, 2019 Still Accruing Still Accruing Nonaccrual Total Commercial real estate $ 1,844 $ 645 $ 8,254 $ 10,743 Construction, land development, land 5,677 771 1,157 7,605 1-4 family residential 3,348 492 2,242 6,082 Farmland 935 — 6,903 7,838 Commercial 8,393 476 15,280 24,149 Factored receivables 30,617 6,297 — 36,914 Consumer 756 — 467 1,223 Mortgage warehouse — — — — PCI 2,437 5,728 1,184 9,349 $ 54,007 $ 14,409 $ 35,487 $ 103,903 Past Due Past Due 90 (Dollars in thousands) 30-89 Days Days or More December 31, 2018 Still Accruing Still Accruing Nonaccrual Total Commercial real estate $ 2,625 $ 397 $ 7,096 $ 10,118 Construction, land development, land 1,003 — 91 1,094 1-4 family residential 2,103 — 1,588 3,691 Farmland 308 — 4,059 4,367 Commercial 3,728 999 14,071 18,798 Factored receivables 41,135 2,152 — 43,287 Consumer 1,005 11 355 1,371 Mortgage warehouse — — — — PCI 788 — 3,525 4,313 $ 52,695 $ 3,559 $ 30,785 $ 87,039 The following table presents information regarding nonperforming loans: (Dollars in thousands) September 30, 2019 December 31, 2018 Nonaccrual loans (1) $ 35,487 $ 30,785 Factored receivables greater than 90 days past due 6,297 2,152 Troubled debt restructurings accruing interest 419 3,117 $ 42,203 $ 36,054 (1) Credit Quality Information The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, including: current collateral and financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk on a regular basis. Large groups of smaller balance homogeneous loans, such as consumer loans, are analyzed primarily based on payment status. The Company uses the following definitions for risk ratings: Pass – Pass rated loans have low to average risk and are not otherwise classified. Classified – Classified loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the repayment of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Certain classified loans have the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. PCI – At acquisition, PCI loans had the characteristics of classified loans and it was probable, at acquisition, that all contractually required principal and interest payments would not be collected. The Company evaluates these loans on a projected cash flow basis with this evaluation performed quarterly. As of September 30, 2019 and December 31, 2018, based on the most recent analysis performed, the risk category of loans is as follows: (Dollars in thousands) September 30, 2019 Pass Classified PCI Total Commercial real estate $ 1,097,560 $ 8,942 $ 9,057 $ 1,115,559 Construction, land development, land 158,399 1,157 4,630 164,186 1-4 family residential 183,553 2,334 518 186,405 Farmland 150,719 9,965 763 161,447 Commercial 1,335,161 33,416 928 1,369,505 Factored receivables 588,179 11,472 — 599,651 Consumer 24,495 472 — 24,967 Mortgage warehouse 587,697 — — 587,697 $ 4,125,763 $ 67,758 $ 15,896 $ 4,209,417 (Dollars in thousands) December 31, 2018 Pass Classified PCI Total Commercial real estate $ 977,548 $ 3,829 $ 10,703 $ 992,080 Construction, land development, land 172,709 91 6,791 179,591 1-4 family residential 187,251 1,746 1,188 190,185 Farmland 161,565 8,594 381 170,540 Commercial 1,093,759 20,207 1,005 1,114,971 Factored receivables 612,577 5,214 — 617,791 Consumer 29,461 361 — 29,822 Mortgage warehouse 313,664 — — 313,664 $ 3,548,534 $ 40,042 $ 20,068 $ 3,608,644 Troubled Debt Restructurings The Company had a recorded investment in troubled debt restructurings of $7,282,000 and $6,847,000 as of September 30, 2019 and December 31, 2018, respectively. The Company had allocated specific allowances for these loans of $842,000 and $286,000 at September 30, 2019 and December 31, 2018, respectively, and had not committed to lend additional amounts. The following table presents the pre- and post-modification recorded investment of loans modified as troubled debt restructurings during the three and nine months ended September 30, 2019 and 2018. The Company did not grant principal reductions on any restructured loans. Extended Amortization Payment AB Note Interest Rate Total Number of (Dollars in thousands) Period Deferrals Restructure Reduction Modifications Loans Nine months ended September 30, 2019 Commercial real estate $ — $ — $ 4,597 $ — $ 4,597 1 Commercial 1,649 84 — 593 2,326 6 $ 1,649 $ 84 $ 4,597 $ 593 $ 6,923 7 Three months ended September 30, 2019 Commercial real estate $ — $ — $ — $ — $ — — Commercial 554 — — — 554 1 $ 554 $ — $ — $ — $ 554 1 Nine months ended September 30, 2018 1-4 family residential $ 110 $ — $ — $ — $ 110 3 Farmland 263 — — — 263 1 Commercial 875 — — — 875 10 $ 1,248 $ — $ — $ — $ 1,248 14 Three months ended September 30, 2018 Farmland $ 263 $ — $ — $ — $ 263 1 Commercial 800 — — — 800 8 $ 1,063 $ — $ — $ — $ 1,063 9 During the nine months ended September 30, 2019, the Company had two loans modified as troubled debt restructurings with a recorded investment of $240,445 for which there were payment defaults within twelve months following the modification. During the nine months ended September 30, 2018, the Company had one loan modified as a troubled debt restructuring with a recorded investment of $156,000 for which there was a payment default within twelve months following the modification. Default is determined at 90 or more days past due. Residential Real Estate Loans In Process of Foreclosure At September 30, 2019, the Company had $162,000 in 1-4 family residential real estate loans for which formal foreclosure proceedings were in process. Purchased Credit Impaired Loans The Company has loans that were acquired, for which there was, at acquisition, evidence of deterioration of credit quality since origination and for which it was probable, at acquisition, that all contractually required payments would not be collected. The outstanding contractually required principal and interest and the carrying amount of these loans included in the balance sheet amounts of loans at September 30, 2019 and December 31, 2018, are as follows: September 30, December 31, 2019 2018 Contractually required principal and interest: Real estate loans $ 18,767 $ 22,644 Commercial loans 2,668 4,078 Outstanding contractually required principal and interest $ 21,435 $ 26,722 Gross carrying amount included in loans receivable $ 15,896 $ 20,068 The changes in accretable yield during the three and nine months ended September 30, 2019 and 2018 in regard to loans transferred at acquisition for which it was probable that all contractually required payments would not be collected are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Accretable yield, beginning balance $ 4,793 $ 2,105 $ 5,711 $ 2,793 Additions — 2,997 — 2,997 Accretion (460 ) (439 ) (1,228 ) (1,177 ) Reclassification from nonaccretable to accretable yield 50 124 64 174 Disposals (54 ) — (218 ) — Accretable yield, ending balance $ 4,329 $ 4,787 $ 4,329 $ 4,787 |