Loans and Asset Quality Information | Note 8 – Loans and Asset Quality Information On March 3, 2017, the Company acquired Carolina Bank (see Note 4 for more information). As a result of this acquisition, the Company recorded loans with a fair value of $497.5 million. Of those loans, $19.3 million were considered to be purchased credit impaired (“PCI”) loans, which are loans for which it is probable at acquisition date that all contractually required payments will not be collected. The remaining loans are considered to be purchased non-impaired loans and their related fair value discount or premium is being recognized as an adjustment to yield over the remaining life of each loan. The following table relates to Carolina Bank PCI loans and summarizes the contractually required payments, which includes principal and interest, expected cash flows to be collected, and the fair value of acquired PCI loans at the acquisition date. ($ 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 4 for more information). As a result of this acquisition, the Company recorded loans with a fair value of $606.2 million. Of those loans, $9.9 million were considered to be PCI loans. The remaining loans were considered to be purchased non-impaired loans and their related fair value discount or premium is being recognized as an adjustment to yield over the remaining life of each loan. The following table relates to acquired Asheville Savings Bank PCI loans and summarizes the contractually required payments, which includes principal and interest, expected cash flows to be collected, and the fair value of acquired PCI loans at the acquisition date. ($ 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) June 30, 2018 December 31, 2017 June 30, 2017 Amount Percentage Amount Percentage Amount Percentage All loans: Commercial, financial, and agricultural $ 417,366 10% $ 381,130 10% $ 383,834 11% Real estate – construction, land development & other land loans 600,031 14% 539,020 13% 446,661 13% Real estate – mortgage – residential (1-4 family) first mortgages 1,000,189 24% 972,772 24% 783,759 23% Real estate – mortgage – home equity loans / lines of credit 369,875 9% 379,978 9% 320,953 10% Real estate – mortgage – commercial and other 1,690,175 41% 1,696,107 42% 1,384,569 41% Installment loans to individuals 71,823 2% 74,348 2% 57,008 2% Subtotal 4,149,459 100% 4,043,355 100% 3,376,784 100% Unamortized net deferred loan fees (69 ) (986 ) (808 ) Total loans $ 4,149,390 $ 4,042,369 $ 3,375,976 The following table presents changes in the carrying value of PCI loans. ($ in thousands) Purchased Credit Impaired Loans For the Six For the Year Balance at beginning of period $ 23,165 514 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 (2,328 ) (6,016 ) Change due to loan charge-offs (10 ) (12 ) Transfers to foreclosed real estate — (69 ) Other 5 (392 ) Balance at end of period $ 20,832 23,165 The following table presents changes in the accretable yield for PCI loans. ($ in thousands) Accretable Yield for PCI loans For the Six For the Year Balance at beginning of period $ 4,688 — Additions due to acquisition of Carolina Bank — 3,617 Additions due to acquisition of Asheville Savings Bank — 1,804 Accretion (784 ) (1,846 ) Reclassification from (to) nonaccretable difference 206 423 Other, net 48 690 Balance at end of period $ 4,158 4,688 During the first six months of 2018, the Company received $190,000 in payments that exceeded the carrying amount of the related PCI loans, of which $149,000 was recognized as loan discount accretion income and $41,000 was recorded as additional loan interest income. During the first six months of 2017, the Company received $564,000 in payments that exceeded the carrying amount of the related PCI loans, of which $558,000 was recognized as loan discount accretion income and $6,000 was recorded as additional loan interest income. Nonperforming assets are defined as nonaccrual loans, restructured loans, loans past due 90 or more days and still accruing interest, and foreclosed real estate. Nonperforming assets are summarized as follows. ($ in thousands) June 30, December 31, June 30, Nonperforming assets Nonaccrual loans $ 25,494 20,968 22,795 Restructured loans - accruing 17,386 19,834 21,019 Accruing loans > 90 days past due — — — Total nonperforming loans 42,880 40,802 43,814 Foreclosed real estate 8,296 12,571 11,196 Total nonperforming assets $ 51,176 53,373 55,010 Purchased credit impaired loans not included above (1) $ 20,832 23,165 16,846 (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 $0.5 million, $0.6 million, and $0.4 million in PCI loans at June 30, 2018, December 31, 2017, and June 30, 2017, respectively, that were contractually past due 90 days or more. At June 30, 2018 and December 31, 2017, the Company had $0.4 million and $0.8 million, respectively, in residential mortgage loans in process of foreclosure. The following is a summary of the Company’s nonaccrual loans by major categories. ($ in thousands) June 30, December 31, Commercial, financial, and agricultural $ 3,407 1,001 Real estate – construction, land development & other land loans 1,374 1,822 Real estate – mortgage – residential (1-4 family) first mortgages 11,513 12,201 Real estate – mortgage – home equity loans / lines of credit 1,765 2,524 Real estate – mortgage – commercial and other 7,292 3,345 Installment loans to individuals 143 75 Total $ 25,494 20,968 The following table presents an analysis of the payment status of the Company’s loans as of June 30, 2018. ($ in thousands) Accruing Accruing Accruing Nonaccrual Accruing Total Loans Commercial, financial, and agricultural $ 1,398 28 — 3,407 412,264 417,097 Real estate – construction, land development & other land loans 913 276 — 1,374 597,143 599,706 Real estate – mortgage – residential (1-4 family) first mortgages 4,708 692 — 11,513 975,883 992,796 Real estate – mortgage – home equity loans / lines of credit 1,189 171 — 1,765 366,377 369,502 Real estate – mortgage – commercial and other 2,604 560 — 7,292 1,667,577 1,678,033 Installment loans to individuals 279 148 — 143 70,923 71,493 Purchased credit impaired 452 163 463 — 19,754 20,832 Total $ 11,543 2,038 463 25,494 4,109,921 4,149,459 Unamortized net deferred loan fees (69 ) Total loans $ 4,149,390 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 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 the activity in the allowance for loan losses for all loans for the three and six months ended June 30, 2018. ($ in thousands) Commercial, Real Estate Real Estate Real Estate Real Estate Installment Unallo Total As of and for the three months ended June 30, 2018 Beginning balance $ 2,536 2,317 5,892 2,266 5,991 844 3,452 23,298 Charge-offs (370 ) (30 ) (172 ) (10 ) (271 ) (144 ) — (997 ) Recoveries 313 341 371 90 542 50 — 1,707 Provisions (211 ) 64 968 (96 ) 1,033 147 (2,615 ) (710 ) Ending balance $ 2,268 2,692 7,059 2,250 7,295 897 837 23,298 As of and for the six months ended June 30, 2018 Beginning balance $ 3,111 2,816 6,147 1,827 6,475 950 1,972 23,298 Charge-offs (609 ) (32 ) (415 ) (186 ) (312 ) (262 ) — (1,816 ) Recoveries 812 3,387 516 243 1,124 103 — 6,185 Provisions (1,046 ) (3,479 ) 811 366 8 106 (1,135 ) (4,369 ) Ending balance $ 2,268 2,692 7,059 2,250 7,295 897 837 23,298 Ending balances as of June 30, 2018: Allowance for loan losses Individually evaluated for impairment $ 277 302 2,756 415 1,231 6 — 4,987 Collectively evaluated for impairment $ 1,991 2,390 4,133 1,794 6,052 891 837 18,088 Purchased credit impaired $ — — 170 41 12 — — 223 Loans receivable as of June 30, 2018: Ending balance – total $ 417,366 600,031 1,000,189 369,875 1,690,175 71,823 — 4,149,459 Unamortized net deferred loan fees (69 ) Total loans $ 4,149,390 Ending balances as of June 30, 2018: Loans Individually evaluated for impairment $ 3,208 3,549 15,247 671 10,333 10 — 33,018 Collectively evaluated for impairment $ 413,889 596,157 977,549 368,831 1,667,700 71,483 — 4,095,609 Purchased credit impaired $ 269 325 7,393 373 12,142 330 — 20,832 The following table presents the activity in the allowance for loan losses for the year ended December 31, 2017. ($ 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 all loans for the three and six months ended June 30, 2017. ($ in thousands) Commercial, Real Estate Real Estate Real Estate Real Estate Installment Unallo Total As of and for the three months ended June 30, 2017 Beginning balance $ 3,792 2,764 7,376 2,138 5,979 1,067 430 23,546 Charge-offs (814 ) (92 ) (353 ) (347 ) (88 ) (172 ) — (1,866 ) Recoveries 220 981 440 65 555 84 — 2,345 Provisions 232 (977 ) (378 ) 201 (293 ) 95 1,120 — Ending balance $ 3,430 2,676 7,085 2,057 6,153 1,074 1,550 24,025 As of and for the six months ended June 30, 2017 Beginning balance $ 3,829 2,691 7,704 2,420 5,098 1,145 894 23,781 Charge-offs (1,204 ) (269 ) (1,247 ) (578 ) (414 ) (359 ) — (4,071 ) Recoveries 518 1,471 636 130 698 139 — 3,592 Provisions 287 (1,217 ) (8 ) 85 771 149 656 723 Ending balance $ 3,430 2,676 7,085 2,057 6,153 1,074 1,550 24,025 Ending balances as of June 30, 2017: Allowance for loan losses Individually evaluated for impairment $ 8 182 1,304 — 424 — — 1,918 Collectively evaluated for impairment $ 3,422 2,494 5,781 2,057 5,729 1,074 1,550 22,107 Purchased credit impaired $ — — — — — — — — Loans receivable as of June 30, 2017: Ending balance – total $ 383,834 446,661 783,759 320,953 1,384,569 57,008 — 3,376,784 Unamortized net deferred loan fees (808 ) Total loans $ 3,375,976 Ending balances as of June 30, 2017: Loans Individually evaluated for impairment $ 235 3,250 17,083 54 9,053 — — 29,675 Collectively evaluated for impairment $ 383,330 442,956 763,224 320,174 1,363,629 56,950 — 3,330,263 Purchased credit impaired $ 269 455 3,452 725 11,887 58 — 16,846 The following table presents loans individually evaluated for impairment by class of loans, excluding PCI loans, as of June 30, 2018. ($ in thousands) Recorded Unpaid Related Average Impaired loans with no related allowance recorded: Commercial, financial, and agricultural $ 2,530 2,580 — 928 Real estate – mortgage – construction, land development & other land loans 2,948 3,429 — 2,901 Real estate – mortgage – residential (1-4 family) first mortgages 4,514 5,118 — 4,885 Real estate – mortgage –home equity loans / lines of credit 23 35 — 138 Real estate – mortgage –commercial and other 3,494 3,685 — 3,441 Installment loans to individuals — 3 — — Total impaired loans with no allowance $ 13,509 14,850 — 12,293 Impaired loans with an allowance recorded: Commercial, financial, and agricultural $ 678 708 277 479 Real estate – mortgage – construction, land development & other land loans 601 723 302 355 Real estate – mortgage – residential (1-4 family) first mortgages 10,733 11,347 2,756 9,724 Real estate – mortgage –home equity loans / lines of credit 648 776 415 216 Real estate – mortgage –commercial and other 6,839 6,942 1,231 5,856 Installment loans to individuals 10 15 6 3 Total impaired loans with allowance $ 19,509 20,511 4,987 16,633 Interest income recorded on impaired loans during the six months ended June 30, 2018 was insignificant. The following table presents loans individually evaluated for impairment by class of loans, excluding PCI 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 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 required 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 (<$500,000) with a well-defined weakness, such as exceptions of any kind with no mitigating factors, history of paying outside the terms of the note, insufficient income to support the current level of debt, etc. The following table presents the Company’s recorded investment in loans by credit quality indicators as of June 30, 2018. ($ in thousands) Pass Special Classified Classified Total Commercial, financial, and agricultural $ 410,434 2,322 934 3,407 417,097 Real estate – construction, land development & other land loans 586,310 6,812 5,210 1,374 599,706 Real estate – mortgage – residential (1-4 family) first mortgages 941,399 13,829 26,055 11,513 992,796 Real estate – mortgage – home equity loans / lines of credit 357,507 1,698 8,532 1,765 369,502 Real estate – mortgage – commercial and other 1,648,367 16,644 5,730 7,292 1,678,033 Installment loans to individuals 70,776 215 359 143 71,493 Purchased credit impaired 6,376 7,059 7,397 — 20,832 Total $ 4,021,169 48,579 54,217 25,494 4,149,459 Unamortized net deferred loan fees (69 ) Total loans 4,149,390 The following table presents the Company’s recorded investment in loans by credit quality indicators as of December 31, 2017. ($ in thousands) Pass Special 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 Troubled Debt Restructurings The restructuring of a loan is considered a “troubled debt restructuring” (“TDR”) 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 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 three months ended June 30, 2018 and 2017. ($ in thousands) For three months ended For the three months ended Number of Pre- Post- Number of Pre- Post- TDRs – Accruing Commercial, financial, and agricultural — $ — $ — — $ — $ — Real estate – construction, land development & other land loans — — — — — — Real estate – mortgage – residential (1-4 family) first mortgages 1 18 18 — — — Real estate – mortgage – home equity loans / lines of credit — — — — — — Real estate – mortgage – commercial and other — — — 3 1,000 1,000 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 Real estate – mortgage – home equity loans / lines of credit — — — — — — Real estate – mortgage – commercial and other — — — — — — Installment loans to individuals — — — — — — Total TDRs arising during period 1 $ 18 $ 18 6 $ 1,285 $ 1,272 The following table presents information related to loans modified in a troubled debt restructuring during the six months ended June 30, 2018 and 2017. ($ in thousands) For six months ended For the six months ended Number of Pre- Post- Number of Pre- Post- TDRs – Accruing Commercial, financial, and agricultural — $ — $ — — $ — $ — Real estate – construction, land development & other land loans — — — — — — Real estate – mortgage – residential (1-4 family) first mortgages 1 18 18 — — — 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 61 61 1 32 32 Real estate – mortgage – residential (1-4 family) first mortgages 2 254 264 1 215 215 Real estate – mortgage – home equity loans / lines of credit — — — — — — Real estate – mortgage – commercial and other — — — — — — Installment loans to individuals — — — — — — Total TDRs arising during period 4 $ 333 $ 343 8 $ 3,835 $ 3,797 Accruing restructured loans that were modified in the previous 12 months and that defaulted during the three months ended June 30, 2018 and 2017 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 three months ended For the three months ended Number of Recorded Number of Recorded Accruing TDRs that subsequently defaulted Real estate – mortgage – residential (1-4 family first mortgages) 1 $ 60 1 $ 254 Real estate – mortgage – commercial and other 2 763 — — Total accruing TDRs that subsequently defaulted 3 $ 823 1 $ 254 Accruing restructured loans that were modified in the previous 12 months and that defaulted during the six months ended June 30, 2018 and 2017 are presented in the table below ($ in thousands) For the six months ended For the six months ended Number of Recorded Number of Recorded Accruing TDRs that subsequently defaulted Real estate – mortgage – residential (1-4 family first mortgages) 1 $ 60 2 $ 880 Real estate – mortgage – commercial and other 3 1,333 — — Total accruing TDRs that subsequently defaulted 4 $ 1,393 2 $ 880 |