Loans and Asset Quality Information | Note 4. Loans and Asset Quality Information Prior to September 22, 2016, the Company’s banking subsidiary, First Bank, had certain loans and foreclosed real estate that were covered by loss share agreements between the FDIC and First Bank which afforded First Bank significant loss protection - see Note 2 to the financial statements included in the Company’s 2011 Annual Report on Form 10-K for detailed information regarding FDIC-assisted purchase transactions. On September 22, 2016, the Company terminated all of the loss share agreements with the FDIC, such that all future losses and recoveries on loans and foreclosed real estate associated with the failed banks acquired through FDIC-assisted transactions will be borne solely by First Bank. In the information presented below, the term “covered” is used to describe assets that were subject to FDIC loss share agreements, while the term “non-covered” refers to the Company’s legacy assets, which were not included in any type of loss share arrangement. As discussed previously, all loss share agreements were terminated during 2016 and thus the entire loan portfolio is now classified as non-covered. Certain prior period disclosures will continue to present the breakout of the loan portfolio between covered and non-covered. On March 3, 2017, the Company acquired Carolina Bank (see Note 2 for more information). As a result of this acquisition, the Company recorded loans with a fair value of $497.5 million. Of those loans, $19.3 million were considered to be purchased credit impaired (“PCI”) loans, which are loans for which it is probable at acquisition date that all contractually required payments will not be collected. The remaining loans are considered to be purchased non-impaired loans and their related fair value discount or premium is recognized as an adjustment to yield over the remaining life of each loan. The following table relates to acquired Carolina Bank PCI loans and summarizes the contractually required payments, which includes principal and interest, expected cash flows to be collected, and the fair value of acquired PCI loans at the acquisition date. ($ in thousands) Carolina Bank Acquisition Contractually required payments $ 27,108 Nonaccretable difference (4,237 ) Cash flows expected to be collected at acquisition 22,871 Accretable yield (3,617 ) Fair value of PCI loans at acquisition date $ 19,254 The following table relates to acquired Carolina Bank purchased non-impaired loans and provides the contractually required payments, fair value, and estimate of contractual cash flows not expected to be collected at the acquisition date. ($ in thousands) Carolina Bank Acquisition Contractually required payments $ 569,980 Fair value of acquired loans at acquisition date 478,515 Contractual cash flows not expected to be collected 3,650 On October 1, 2017, the Company acquired Asheville Savings Bank (see Note 2 for more information). As a result of this acquisition, the Company recorded loans with a fair value of $606.2 million. Of those loans, $9.9 million were considered to be purchased credit impaired (“PCI”) loans, which are loans for which it is probable at acquisition date that all contractually required payments will not be collected. The remaining loans are considered to be purchased non-impaired loans and their related fair value discount or premium is recognized as an adjustment to yield over the remaining life of each loan. The following table relates to acquired Asheville Savings Bank PCI loans and summarizes the contractually required payments, which includes principal and interest, expected cash flows to be collected, and the fair value of acquired PCI loans at the acquisition date. ($ in thousands) Asheville Savings Bank Contractually required payments $ 13,424 Nonaccretable difference (1,734 ) Cash flows expected to be collected at acquisition 11,690 Accretable yield (1,804 ) Fair value of PCI loans at acquisition date $ 9,886 The following table relates to acquired Asheville Savings Bank purchased non-impaired loans and provides the contractually required payments, fair value, and estimate of contractual cash flows not expected to be collected at the acquisition date. ($ in thousands) Asheville Savings Bank Contractually required payments $ 727,706 Fair value of acquired loans at acquisition date 595,167 Contractual cash flows not expected to be collected 7,000 The following is a summary of the major categories of total loans outstanding: ($ in thousands) December 31, 2017 December 31, 2016 Amount Percentage Amount Percentage All loans: Commercial, financial, and agricultural $ 381,130 10% $ 261,813 9% Real estate – construction, land development & other land loans 539,020 13% 354,667 13% Real estate – mortgage – residential (1-4 family) first mortgages 972,772 24% 750,679 28% Real estate – mortgage – home equity loans / lines of credit 379,978 9% 239,105 9% Real estate – mortgage – commercial and other 1,696,107 42% 1,049,460 39% Installment loans to individuals 74,348 2% 55,037 2% Subtotal 4,043,355 100% 2,710,761 100% Unamortized net deferred loan costs (fees) (986 ) (49 ) Total loans $ 4,042,369 $ 2,710,712 Loans in the amount of $3.6 billion and $2.4 billion were pledged as collateral for certain borrowings as of December 31, 2017 and December 31, 2016, respectively (see Note 10). The loans above also include loans to executive officers and directors serving the Company at December 31, 2017 and to their associates, totaling approximately $3.6 million and $2.6 million at December 31, 2017 and 2016, respectively. During 2017, net repayments to such loans were approximately $0.6 million. These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other non-related borrowers. Management does not believe these loans involve more than the normal risk of collectability or present other unfavorable features. The following table presents information regarding covered purchased nonimpaired loans since January 1, 2015. The amounts include principal only and do not reflect accrued interest as of the date of the acquisition or beyond. All balances of covered loans were transferred to non-covered as of the termination of the loss share agreements. ($ in thousands) Carrying amount of nonimpaired covered loans at January 1, 2015 $ 125,644 Principal repayments (30,238 ) Transfers to foreclosed real estate (1,211 ) Net loan recoveries 2,306 Accretion of loan discount 4,751 Carrying amount of nonimpaired covered loans at January 1, 2016 101,252 Principal repayments (7,997 ) Transfers to foreclosed real estate (1,036 ) Net loan recoveries 1,784 Accretion of loan discount 1,908 Transfer to non-covered loans due to expiration of loss-share agreement, April 1, 2016 (17,530 ) Transfer to non-covered loans due to termination of loss-share agreements, September 22, 2016 (78,381 ) Carrying amount of nonimpaired covered loans at December 31, 2016 $ — As of December 31, 2017 and 2016, there was a remaining accretable discount of $21.5 million and $12.1 million, respectively, related to purchased non-impaired loans. The following table presents changes in the carrying value of PCI loans. ($ in thousands) Purchased Credit Impaired Loans For the Year For the Year Balance at beginning of period $ 514 1,970 Additions due to acquisition of Carolina Bank 19,254 — Additions due to acquisition of Asheville Savings Bank 9,886 — Change due to payments received and accretion (6,016 ) (1,386 ) Change due to loan charge-offs (12 ) (70 ) Transfers to foreclosed real estate (69 ) — Other (392 ) — Balance at end of period $ 23,165 514 The following table presents changes in the accretable yield for PCI loans. ($ in thousands) Accretable Yield for PCI loans For the Year For the Year Balance at beginning of period $ — — Additions due to acquisition of Carolina Bank 3,617 — Additions due to acquisition of Asheville Savings Bank 1,804 — Accretion (1,846 ) — Reclassification from (to) nonaccretable difference 423 — Other, net 690 — Balance at end of period $ 4,688 — During 2017, the Company received $1,064,000 in payments that exceeded the carrying amount of the related purchased credit impaired loans, of which $962,000 was recognized as loan discount accretion income and $102,000 was recorded as additional loan interest income. During 2016, the Company received $1,160,000 in payments that exceeded the carrying amount of the related PCI loans, of which $786,000 was recognized as loan discount accretion income, $296,000 was recorded as additional loan interest income, and $78,000 was recorded as a recovery. Nonperforming assets are defined as nonaccrual loans, restructured loans, loans past due 90 or more days and still accruing interest, nonperforming loans held for sale, and foreclosed real estate. Nonperforming assets are summarized as follows: ASSET QUALITY DATA ($ in thousands) December 31, December 31, Nonperforming assets Nonaccrual loans $ 20,968 27,468 Restructured loans - accruing 19,834 22,138 Accruing loans > 90 days past due — — Total nonperforming loans 40,802 49,606 Foreclosed real estate 12,571 9,532 Total nonperforming assets $ 53,373 59,138 Purchased credit impaired loans not included above (1) $ 23,165 — (1) In the March 3, 2017 acquisition of Carolina Bank and the October 1, 2017 acquisition of Asheville Savings Bank, the Company acquired $19.3 million and $9.9 million, respectively, in PCI loans in accordance with ASC 310-30 accounting guidance. These loans are excluded from nonperforming loans, including $0.6 million in PCI loans at December 31, 2017 that are contractually past due 90 days or more. At December 31, 2017 and 2016, the Company had $0.8 million and $1.7 million in residential mortgage loans in process of foreclosure, respectively. If the nonaccrual and restructured loans as of December 31, 2017, 2016 and 2015 had been current in accordance with their original terms and had been outstanding throughout the period (or since origination if held for part of the period), gross interest income in the amounts of approximately $1,503,000, $1,893,000, and $3,213,000 for nonaccrual loans and $1,182,000, $1,417,000, and $2,044,000, for restructured loans would have been recorded for 2017, 2016, and 2015, respectively. Interest income on such loans that was actually collected and included in net income in 2017, 2016 and 2015 amounted to approximately $415,000, $266,000, and $575,000 for nonaccrual loans (prior to their being placed on nonaccrual status), and $297,000, $423,000, and $1,392,000 for restructured loans, respectively. At December 31, 2017 and 2016, there were no commitments to lend additional funds to debtors whose loans were nonperforming. The following is a summary the Company’s nonaccrual loans by major categories. ($ in thousands) December 31, December 31, Commercial, financial, and agricultural $ 1,001 1,842 Real estate – construction, land development & other land loans 1,822 2,945 Real estate – mortgage – residential (1-4 family) first mortgages 12,201 16,017 Real estate – mortgage – home equity loans / lines of credit 2,524 2,355 Real estate – mortgage – commercial and other 3,345 4,208 Installment loans to individuals 75 101 Total $ 20,968 27,468 The following table presents an analysis of the payment status of the Company’s loans as of December 31, 2017. ($ in thousands) Accruing Accruing Accruing 90 Nonaccrual Accruing Total Loans Commercial, financial, and agricultural $ 89 151 — 1,001 379,241 380,482 Real estate – construction, land development & other land loans 1,154 214 — 1,822 535,423 538,613 Real estate – mortgage – residential (1-4 family) first mortgages 6,777 1,370 — 12,201 943,565 963,913 Real estate – mortgage – home equity loans / lines of credit 1,347 10 — 2,524 375,814 379,695 Real estate – mortgage – commercial and other 1,270 451 — 3,345 1,678,529 1,683,595 Installment loans to individuals 445 95 — 75 73,277 73,892 Purchased credit impaired 821 77 601 — 21,666 23,165 Total $ 11,903 2,368 601 20,968 4,007,515 4,043,355 Unamortized net deferred loan fees (986 ) Total loans $ 4,042,369 The following table presents an analysis of the payment status of the Company’s loans as of December 31, 2016. ($ in thousands) Accruing Accruing Accruing 90 Nonaccrual Accruing Total Loans Commercial, financial, and agricultural $ 92 — — 1,842 259,879 261,813 Real estate – construction, land development & other land loans 473 168 — 2,945 351,081 354,667 Real estate – mortgage – residential (1-4 family) first mortgages 4,487 443 — 16,017 729,732 750,679 Real estate – mortgage – home equity loans / lines of credit 1,751 178 — 2,355 234,821 239,105 Real estate – mortgage – commercial and other 1,482 449 — 4,208 1,042,807 1,048,946 Installment loans to individuals 186 193 — 101 54,557 55,037 Purchased credit impaired — — — — 514 514 Total $ 8,471 1,431 — 27,468 2,673,391 2,710,761 Unamortized net deferred loan fees (49 ) Total loans $ 2,710,712 The following table presents the activity in the allowance for loan losses for the year ended December 31, 2017. There were no covered loans at December 31, 2017 and all reserves associated with previously covered loans were transferred to the non-covered allowance. ($ in thousands) Commercial, Real Estate – Real Estate Real Estate Real Estate Installment Unallo- Total As of and for the year ended December 31, 2017 Beginning balance $ 3,829 2,691 7,704 2,420 5,098 1,145 894 23,781 Charge-offs (1,622 ) (589 ) (2,641 ) (978 ) (1,182 ) (799 ) — (7,811 ) Recoveries 1,311 2,579 1,076 333 1,027 279 — 6,605 Provisions (407 ) (1,865 ) 8 52 1,532 325 1,078 723 Ending balance $ 3,111 2,816 6,147 1,827 6,475 950 1,972 23,298 Ending balances as of December 31, 2017: Allowance for loan losses Individually evaluated for impairment $ 215 18 1,099 — 232 — — 1,564 Collectively evaluated for impairment $ 2,896 2,798 4,831 1,788 6,226 950 1,972 21,461 Purchased credit impaired $ — — 217 39 17 — — 273 Loans receivable as of December 31, 2017: Ending balance – total $ 381,130 539,020 972,772 379,978 1,696,107 74,348 — 4,043,355 Unamortized net deferred loan fees (986 ) Total loans $ 4,042,369 Ending balances as of December 31, 2017: Loans Individually evaluated for impairment $ 579 2,975 14,800 368 8,493 — — 27,215 Collectively evaluated for impairment $ 379,903 535,638 949,113 379,327 1,675,102 73,892 — 3,992,975 Purchased credit impaired $ 648 407 8,859 283 12,512 456 — 23,165 The following table presents the activity in the allowance for loan losses for the year ended December 31, 2016. There were no covered loans at December 31, 2016 and all reserves associated with previously covered loans have been transferred to the non-covered allowance. ($ in thousands) Commercial, Real Estate – Real Estate Real Estate Real Estate Installment Unallo- Covered Total As of and for the year ended December 31, 2016 Beginning balance $ 4,742 3,754 7,832 2,893 5,816 1,051 696 1,799 28,583 Charge-offs (2,271 ) (1,101 ) (3,815 ) (969 ) (1,005 ) (1,008 ) (1 ) (244 ) (10,414 ) Recoveries 805 1,422 1,060 250 836 354 — 1,958 6,685 Transfer from covered status 56 65 839 293 127 — 1 (1,381 ) — Removed due to branch loan sale (263 ) (39 ) (347 ) (110 ) (228 ) (63 ) — — (1,050 ) Provisions 760 (1,410 ) 2,135 63 (448 ) 811 198 (2,132 ) (23 ) Ending balance $ 3,829 2,691 7,704 2,420 5,098 1,145 894 — 23,781 Ending balances as of December 31, 2016: Allowance for loan losses Individually evaluated for impairment $ 7 184 1,339 5 105 — — — 1,640 Collectively evaluated for impairment $ 3,822 2,507 6,365 2,415 4,993 1,145 894 — 22,141 Purchased credit impaired $ — — — — — — — — — Loans receivable as of December 31, 2016: Ending balance – total $ 261,813 354,667 750,679 239,105 1,049,460 55,037 — — 2,710,761 Unamortized net deferred loan fees (49 ) Total loans $ 2,710,712 Ending balances as of December 31, 2016: Loans Individually evaluated for impairment $ 644 4,001 20,807 280 6,494 — — — 32,226 Collectively evaluated for impairment $ 261,169 350,666 729,872 238,825 1,042,452 55,037 — — 2,678,021 Purchased credit impaired $ — — — — 514 — — — 514 The following table presents loans individually evaluated for impairment by class of loans, excluding purchased credit impaired loans, as of December 31, 2017. ($ in thousands) Recorded Unpaid Related Average Impaired loans with no related allowance recorded: Commercial, financial, and agricultural $ 183 425 — 276 Real estate – mortgage – construction, land development & other land loans 2,743 3,941 — 2,846 Real estate – mortgage – residential (1-4 family) first mortgages 5,205 5,728 — 7,067 Real estate – mortgage –home equity loans / lines of credit 368 387 — 129 Real estate – mortgage –commercial and other 3,066 3,321 — 3,143 Installment loans to individuals — — — — Total impaired loans with no allowance $ 11,565 13,802 — 13,461 Impaired loans with an allowance recorded: Commercial, financial, and agricultural $ 396 396 215 214 Real estate – mortgage – construction, land development & other land loans 232 241 18 503 Real estate – mortgage – residential (1-4 family) first mortgages 9,595 9,829 1,099 10,077 Real estate – mortgage –home equity loans / lines of credit — — — 66 Real estate – mortgage –commercial and other 5,427 5,427 232 5,369 Installment loans to individuals — — — — Total impaired loans with allowance $ 15,650 15,893 1,564 16,229 Interest income recorded on impaired loans during the year ended December 31, 2017 was insignificant. The following table presents loans individually evaluated for impairment by class of loans, excluding purchased credit impaired loans, as of December 31, 2016. ($ in thousands) Recorded Unpaid Related Average Impaired loans with no related allowance recorded: Commercial, financial, and agricultural $ 593 706 — 816 Real estate – mortgage – construction, land development & other land loans 3,221 4,558 — 3,641 Real estate – mortgage – residential (1-4 family) first mortgages 10,035 12,220 — 11,008 Real estate – mortgage –home equity loans / lines of credit 114 146 — 139 Real estate – mortgage –commercial and other 4,598 5,112 — 8,165 Installment loans to individuals — 2 — 1 Total impaired loans with no allowance $ 18,561 22,744 — 23,770 Impaired loans with an allowance recorded: Commercial, financial, and agricultural $ 51 51 7 202 Real estate – mortgage – construction, land development & other land loans 780 798 184 844 Real estate – mortgage – residential (1-4 family) first mortgages 10,772 11,007 1,339 13,314 Real estate – mortgage –home equity loans / lines of credit 166 166 5 324 Real estate – mortgage –commercial and other 1,896 1,929 105 4,912 Installment loans to individuals — — — 49 Total impaired loans with allowance $ 13,665 13,951 1,640 19,645 Interest income recorded on impaired loans during the year ended December 31, 2016 was insignificant. The Company tracks credit quality based on its internal risk ratings. Upon origination a loan is assigned an initial risk grade, which is generally based on several factors such as the borrower’s credit score, the loan-to-value ratio, the debt-to-income ratio, etc. Loans that are risk-graded as substandard during the origination process are declined. After loans are initially graded, they are monitored regularly for credit quality based on many factors, such as payment history, the borrower’s financial status, and changes in collateral value. Loans can be downgraded or upgraded depending on management’s evaluation of these factors. Internal risk-grading policies are consistent throughout each loan type. The following describes the Company’s internal risk grades in ascending order of likelihood of loss: Risk Grade Description Pass: 1 Loans with virtually no risk, including cash secured loans. 2 Loans with documented significant overall financial strength. These loans have minimum chance of loss due to the presence of multiple sources of repayment – each clearly sufficient to satisfy the obligation. 3 Loans with documented satisfactory overall financial strength. These loans have a low loss potential due to presence of at least two clearly identified sources of repayment – each of which is sufficient to satisfy the obligation under the present circumstances. 4 Loans to borrowers with acceptable financial condition. These loans could have signs of minor operational weaknesses, lack of adequate financial information, or loans supported by collateral with questionable value or marketability. 5 Loans that represent above average risk due to minor weaknesses and warrant closer scrutiny by management. Collateral is generally available and felt to provide reasonable coverage with realizable liquidation values in normal circumstances. Repayment performance is satisfactory. P (Pass) Consumer loans (<$500,000) that are of satisfactory credit quality with borrowers who exhibit good personal credit history, average personal financial strength and moderate debt levels. These loans generally conform to Bank policy, but may include approved mitigated exceptions to the guidelines. Special Mention: 6 Existing loans with defined weaknesses in primary source of repayment that, if not corrected, could cause a loss to the Bank. Classified: 7 An existing loan inadequately protected by the current sound net worth and paying capacity of the obligor or the collateral pledged, if any. These loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. 8 Loans that have a well-defined weakness that make the collection or liquidation in full highly questionable and improbable. Loss appears imminent, but the exact amount and timing is uncertain. 9 Loans that are considered uncollectible and are in the process of being charged-off. This grade is a temporary grade assigned for administrative purposes until the charge-off is completed. F (Fail) Consumer loans (<$500,000) with a well-defined weakness, such as exceptions of any kind with no mitigating factors, history of paying outside the terms of the note, insufficient income to support the current level of debt, etc. The following table presents the Company’s recorded investment in loans by credit quality indicators as of December 31, 2017. ($ in thousands) Pass Special Mention Classified Classified Total Commercial, financial, and agricultural $ 368,658 9,901 922 1,001 380,482 Real estate – construction, land development & other land loans 523,642 7,129 6,020 1,822 538,613 Real estate – mortgage – residential (1-4 family) first mortgages 905,111 16,235 30,366 12,201 963,913 Real estate – mortgage – home equity loans / lines of credit 365,982 3,784 7,405 2,524 379,695 Real estate – mortgage – commercial and other 1,647,725 23,335 9,190 3,345 1,683,595 Installment loans to individuals 73,379 222 216 75 73,892 Purchased credit impaired 6,541 12,309 4,315 — 23,165 Total $ 3,891,038 72,915 58,434 20,968 4,043,355 Unamortized net deferred loan fees (986 ) Total loans 4,042,369 The following table presents the Company’s recorded investment in loans by credit quality indicators as of December 31, 2016. ($ in thousands) Pass Special Mention Classified Classified Total Commercial, financial, and agricultural $ 247,451 10,560 1,960 1,842 261,813 Real estate – construction, land development & other land loans 335,068 8,762 7,892 2,945 354,667 Real estate – mortgage – residential (1-4 family) first mortgages 678,878 16,998 38,786 16,017 750,679 Real estate – mortgage – home equity loans / lines of credit 226,159 1,436 9,155 2,355 239,105 Real estate – mortgage – commercial and other 1,005,687 26,032 13,019 4,208 1,048,946 Installment loans to individuals 54,421 256 259 101 55,037 Purchased credit impaired — 514 — — 514 Total $ 2,547,664 64,558 71,071 27,468 2,710,761 Unamortized net deferred loan fees (49 ) Total loans 2,710,712 Troubled Debt Restructurings The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. Concessions may include interest rate reductions or below market interest rates, principal forgiveness, restructuring amortization schedules and other actions intended to minimize potential losses. The vast majority of the Company’s troubled debt restructurings modified during the years ended December 31, 2017 and 2016 related to interest rate reductions combined with restructured amortization schedules. The Company does not generally grant principal forgiveness. All loans classified as troubled debt restructurings are considered to be impaired and are evaluated as such for determination of the allowance for loan losses. The Company’s troubled debt restructurings can be classified as either nonaccrual or accruing based on the loan’s payment status. The troubled debt restructurings that are nonaccrual are reported within the nonaccrual loan totals presented previously. The following table presents information related to loans modified in a troubled debt restructuring during the years ended December 31, 2017 and 2016. ($ in thousands) For the year ended For the year ended Number of Pre- Post- Number of Pre- Post- TDRs – Accruing Commercial, financial, and agricultural — $ — $ — 1 $ 1,071 $ 1,071 Real estate – construction, land development & other land loans — — — — — — Real estate – mortgage – residential (1-4 family) first mortgages — — — 1 598 626 Real estate – mortgage – home equity loans / lines of credit — — — — — — Real estate – mortgage – commercial and other 5 3,550 3,525 — — — Installment loans to individuals — — — — — — TDRs – Nonaccrual Commercial, financial, and agricultural 1 38 25 — — — Real estate – construction, land development & other land loans 1 32 32 — — — Real estate – mortgage – residential (1-4 family) first mortgages 1 215 215 1 155 184 Real estate – mortgage – home equity loans / lines of credit — — — — — — Real estate – mortgage – commercial and other — — — — — — Installment loans to individuals — — — — — — Total TDRs arising during period 8 $ 3,835 $ 3,797 3 $ 1,824 $ 1,881 Total covered TDRs arising during period included above — — — — — — Accruing restructured loans that were modified in the previous 12 months and that defaulted during the years ended December 31, 2017 and 2016 are presented in the table below. The Company considers a loan to have defaulted when it becomes 90 or more days delinquent under the modified terms, has been transferred to nonaccrual status, or has been transferred to foreclosed real estate. ($ in thousands) For the year ended For the year ended Number of Recorded Number of Recorded Accruing TDRs that subsequently defaulted Commercial, financial, and agricultural — $ — 2 $ 744 Real estate – mortgage – residential (1-4 family first mortgages) 2 880 — — Real estate – mortgage – commercial and other — — 1 21 Total accruing TDRs that subsequently defaulted 2 $ 880 3 $ 765 Total covered accruing TDRs that subsequently defaulted included above — $ — 1 $ 44 |