Allowance for Probable Loan Losses

9 Months Ended

Sep. 30, 2019

Allowance for Probable Loan Losses

Allowance for Probable Loan Losses

Note 4 — Allowance for Probable Loan Losses

The allowance for probable loan losses primarily consists of the aggregate loan loss allowances of the Subsidiary Banks. The allowances are established through charges to operations in the form of provisions for probable loan losses. Loan losses or recoveries are charged or credited directly to the allowances. The allowance for probable loan losses of each Subsidiary Bank is maintained at a level considered appropriate by management, based on estimated probable losses in the loan portfolio. The allowance for probable loan losses is derived from the following elements: (i) allowances established on specific impaired loans, which are based on a review of the individual characteristics of each loan, including the customer’s ability to repay the loan, the underlying collateral values, and the industry in which the customer operates; (ii) allowances based on actual historical loss experience for similar types of loans in our loan portfolio; and (iii) allowances based on general economic conditions, changes in the mix of loans, company resources, border risk and credit quality indicators, among other things. All segments of the loan portfolio continue to be impacted by economic uncertainty as the economy recovers from the recent prolonged downturn.

Our management continually reviews the allowance for loan losses of the Subsidiary Banks using the amounts determined from the allowances established on specific impaired loans, the allowance established on quantitative historical loss percentages, and the allowance based on qualitative data to establish an appropriate amount to maintain in our allowance for loan losses. Should any of the factors considered by management in evaluating the adequacy of the allowance for probable loan losses change, our estimate of probable loan losses could also change, which could affect the

level of future provisions for probable loan losses. While the calculation of the allowance for probable loan losses utilizes management’s best judgment and all information reasonably available, the adequacy of the allowance is dependent on a variety of factors beyond our control, including, among other things, the performance of the entire loan portfolio, the economy, changes in interest rates and the view of regulatory authorities towards loan classifications.

The loan loss provision is determined using the following methods. On a weekly basis, loan past due reports are reviewed by the credit quality committee to determine if a loan has any potential problems and if a loan should be placed on the internal classified report of the Subsidiary Banks. Additionally, the credit department of each Subsidiary Bank reviews the majority of our loans for proper internal classification purposes, regardless of whether they are past due, and segregates any loans with potential problems for further review. The credit department will discuss the potential problem loans with the servicing loan officers to determine any relevant issues that were not discovered in the evaluation. Also, an analysis of loans that is provided through examinations by regulatory authorities is considered in the review process. After the above analysis is completed, we determine if a loan should be placed on an internal classified report because of issues related to the analysis of the credit, credit documents, collateral and/or payment history.

A summary of the transactions in the allowance for probable loan losses by loan class is as follows:

	Three Months Ended September 30, 2019
	Domestic														Foreign
			Commercial
			Real Estate:
			Other		Commercial
			Construction &		Real Estate:		Commercial
			Land		Farmland &		Real Estate:		Residential:		Residential:
	Commercial		Development		Commercial		Multifamily		First Lien		Junior Lien		Consumer		Foreign		Total
	(Dollars in Thousands)
Balance at June 30,	$	11,780	$	15,273	$	17,029	$	1,849	$	3,627	$	7,312	$	488	$	845	$	58,203
Losses charged to allowance		(3,231)		—		(468)		—		(164)		(214)		(216)		—		(4,293)
Recoveries credited to allowance		585		4		10		—		3		65		5		—		672
Net (losses) recoveries charged to allowance		(2,646)		4		(458)		—		(161)		(149)		(211)		—		(3,621)
Provision charged to operations		1,837		1,573		230		350		263		852		199		(26)		5,278
Balance at September 30,	$	10,971	$	16,850	$	16,801	$	2,199	$	3,729	$	8,015	$	476	$	819	$	59,860

	Three Months Ended September 30, 2018
	Domestic														Foreign
			Commercial
			Real Estate:
			Other		Commercial
			Construction &		Real Estate:		Commercial
			Land		Farmland &		Real Estate:		Residential:		Residential:
	Commercial		Development		Commercial		Multifamily		First Lien		Junior Lien		Consumer		Foreign		Total
	(Dollars in Thousands)
Balance at June 30,	$	16,596	$	14,703	$	18,296	$	1,574	$	3,591	$	6,793	$	450	$	850	$	62,853
Losses charged to allowance		(6,798)		—		—		—		(74)		(133)		(80)		(3)		(7,088)
Recoveries credited to allowance		489		4		19		—		23		53		12		9		609
Net (losses) recoveries charged to allowance		(6,309)		4		19		—		(51)		(80)		(68)		6		(6,479)
Provision charged to operations		3,039		397		1,050		(138)		(354)		194		57		35		4,280
Balance at September 30,	$	13,326	$	15,104	$	19,365	$	1,436	$	3,186	$	6,907	$	439	$	891	$	60,654

	Nine Months Ended September 30, 2019
	Domestic														Foreign
			Commercial
			Real Estate:
			Other		Commercial
			Construction &		Real Estate:		Commercial
			Land		Farmland &		Real Estate:		Residential:		Residential:
	Commercial		Development		Commercial		Multifamily		First Lien		Junior Lien		Consumer		Foreign		Total
	(Dollars in Thousands)
Balance at December 31,	$	12,596	$	15,123	$	19,353	$	1,808	$	3,467	$	7,719	$	447	$	871	$	61,384
Losses charged to allowance		(11,011)		—		(7,347)		—		(166)		(314)		(334)		—		(19,172)
Recoveries credited to allowance		1,631		80		308		—		14		222		30		—		2,285
Net (losses) recoveries charged to allowance		(9,380)		80		(7,039)		—		(152)		(92)		(304)		—		(16,887)
Provision charged to operations		7,755		1,647		4,487		391		414		388		333		(52)		15,363
Balance at September 30,	$	10,971	$	16,850	$	16,801	$	2,199	$	3,729	$	8,015	$	476	$	819	$	59,860

	Nine Months Ended September 30, 2018
	Domestic														Foreign
			Commercial
			Real Estate:
			Other		Commercial
			Construction &		Real Estate:		Commercial
			Land		Farmland &		Real Estate:		Residential:		Residential:
	Commercial		Development		Commercial		Multifamily		First Lien		Junior Lien		Consumer		Foreign		Total
	(Dollars in Thousands)
Balance at December 31,	$	27,905	$	11,675	$	16,663	$	1,109	$	2,950	$	6,103	$	440	$	842	$	67,687
Losses charged to allowance		(11,798)		(1)		(70)		—		(118)		(172)		(262)		(3)		(12,424)
Recoveries credited to allowance		1,520		8		229		—		25		348		39		10		2,179
Net (losses) recoveries charged to allowance		(10,278)		7		159		—		(93)		176		(223)		7		(10,245)
Provision charged to operations		(4,301)		3,422		2,543		327		329		628		222		42		3,212
Balance at September 30,	$	13,326	$	15,104	$	19,365	$	1,436	$	3,186	$	6,907	$	439	$	891	$	60,654

The allowance for probable loan losses is a reserve established through a provision for probable loan losses charged to expense, which represents management’s best estimate of probable loan losses when evaluating loans individually or collectively. The increase in provision for probable loan losses charged to expense and charge offs charged to the allowance for probable loan losses for the nine months ended September 30, 2019 can be primarily attributed to a relationship that is secured by multiple pieces of real property on which car dealerships are operated. The relationship began deteriorating in the fourth quarter of 2018, triggered by significant fraud by a high level insider of the car dealership resulting in the dealerships unexpectedly filing for bankruptcy and creating an exposure for potential loss since the operations of the dealerships were the source of repayment from the borrower. The relationship further deteriorated in the first quarter of 2019 after the sponsor of the court approved debtor in possession plan discontinued its role in the process and thus did not fulfill its obligation to assume full responsibility of the accrued and unpaid interest. Although the relationship is secured by real property (the dealerships’ real estate), the real property has specialized use, contributing to the potential exposure for probable loss. During the first quarter of 2019, in light of the circumstances and management’s evaluation of the relationship, the decision was made to place the relationship on impaired, non-accrual status and place a specific reserve on the relationship in the amount of $9.5 million. During the second quarter of 2019, management continued to evaluate the relationship and decided to foreclose on the underlying real estate collateral, resulting in a charge off of approximately $9,500,000, reflected in the tables above as part of the Commercial and Commercial Real Estate: Farmland and Commercial categories.

The table below provides additional information on the balance of loans individually or collectively evaluated for impairment and their related allowance, by loan class as of September 30, 2019 and December 31, 2018:

	September 30, 2019
	Loans Individually				Loans Collectively
	Evaluated For				Evaluated For
	Impairment				Impairment
	Recorded				Recorded
	Investment		Allowance		Investment		Allowance
	(Dollars in Thousands)
Domestic
Commercial	$	7,412	$	395	$	1,288,324	$	10,576
Commercial real estate: other construction & land development		1,794		116		2,042,616		16,734
Commercial real estate: farmland & commercial		1,740		—		1,965,371		16,801
Commercial real estate: multifamily		649		—		241,440		2,199
Residential: first lien		6,286		—		432,186		3,729
Residential: junior lien		704		—		712,588		8,015
Consumer		1,131		—		45,941		476
Foreign		273		—		146,687		819
Total	$	19,989	$	511	$	6,875,153	$	59,349

	December 31, 2018
	Loans Individually				Loans Collectively
	Evaluated For				Evaluated For
	Impairment				Impairment
	Recorded				Recorded
	Investment		Allowance		Investment		Allowance
	(Dollars in Thousands)
Domestic
Commercial	$	9,179	$	656	$	1,119,790	$	11,940
Commercial real estate: other construction & land development		2,092		116		1,884,139		15,007
Commercial real estate: farmland & commercial		3,509		—		1,946,389		19,353
Commercial real estate: multifamily		507		—		225,750		1,808
Residential: first lien		6,244		—		439,556		3,467
Residential: junior lien		901		—		726,400		7,719
Consumer		1,175		—		45,141		447
Foreign		293		—		150,224		871
Total	$	23,900	$	772	$	6,537,389	$	60,612

The table below provides additional information on loans accounted for on a non-accrual basis by loan class at September 30, 2019 and December 31, 2018:

	September 30, 2019		December 31, 2018
	(Dollars in Thousands)
Domestic
Commercial	$	7,379	$	9,143
Commercial real estate: other construction & land development		1,794		2,092
Commercial real estate: farmland & commercial		1,740		3,509
Commercial real estate: multifamily		649		507
Residential: first lien		583		347
Residential: junior lien		—		171
Consumer		5		22
Total non-accrual loans	$	12,150	$	15,791

Impaired loans are those loans where it is probable that all amounts due according to contractual terms of the loan agreement will not be collected. We have identified these loans through our normal loan review procedures. Impaired loans are measured based on (i) the present value of expected future cash flows discounted at the loan’s effective interest rate; (ii) the loan’s observable market price; or (iii) the fair value of the collateral if the loan is collateral dependent. Substantially all of our impaired loans are measured at the fair value of the collateral. In limited cases, we may use other methods to determine the level of impairment of a loan if such loan is not collateral dependent.

The following tables detail key information regarding our impaired loans by loan class at September 30, 2019 and December 31, 2018:

	September 30, 2019
							Quarter to Date				Year to Date
			Unpaid				Average				Average
	Recorded		Principal		Related		Recorded		Interest		Recorded		Interest
	Investment		Balance		Allowance		Investment		Recognized		Investment		Recognized
	(Dollars in Thousands)
Loans with Related Allowance
Domestic
Commercial	$	598	$	621	$	395	$	602	$	—	$	616	$	—
Commercial real estate: other construction & land development		128		169		116		129		—		132		—
Total impaired loans with related allowance	$	726	$	790	$	511	$	731	$	—	$	748	$	—

	September 30, 2019
					Quarter to Date				Year to Date
			Unpaid		Average				Average
	Recorded		Principal		Recorded		Interest		Recorded		Interest
	Investment		Balance		Investment		Recognized		Investment		Recognized
	(Dollars in Thousands)
Loans with No Related Allowance
Domestic
Commercial	$	6,814	$	6,963	$	8,002	$	1	$	17,945	$	2
Commercial real estate: other construction & land development		1,666		1,953		1,674		—		1,767		—
Commercial real estate: farmland & commercial		1,740		2,368		3,222		—		22,389		—
Commercial real estate: multifamily		649		684		653		—		656		—
Residential: first lien		6,286		6,400		6,427		78		6,698		231
Residential: junior lien		704		708		914		10		1,028		32
Consumer		1,131		1,131		1,131		—		1,088		—
Foreign		273		273		274		3		281		9
Total impaired loans with no related allowance	$	19,263	$	20,480	$	22,297	$	92	$	51,852	$	274

	December 31, 2018
			Unpaid				Average
	Recorded		Principal		Related		Recorded		Interest
	Investment		Balance		Allowance		Investment		Recognized
	(Dollars in Thousands)
Loans with Related Allowance
Domestic
Commercial	$	1,563	$	2,161	$	656	$	1,741	$	—
Commercial real estate: other construction & land development		135		169		116		141		—
Total impaired loans with related allowance	$	1,698	$	2,330	$	772	$	1,882	$	—

	December 31, 2018
			Unpaid		Average
	Recorded		Principal		Recorded		Interest
	Investment		Balance		Investment		Recognized
	(Dollars in Thousands)
Loans with No Related Allowance
Domestic
Commercial	$	7,616	$	7,730	$	16,194	$	3
Commercial real estate: other construction & land development		1,957		2,205		2,151		—
Commercial real estate: farmland & commercial		3,509		4,031		36,632		—
Commercial real estate: multifamily		507		538		565		—
Residential: first lien		6,244		6,386		7,136		305
Residential: junior lien		901		911		976		44
Consumer		1,175		1,190		1,211		2
Foreign		293		293		327		14
Total impaired loans with no related allowance	$	22,202	$	23,284	$	65,192	$	368

The following table details key information regarding our impaired loans by loan class at September 30, 2018:

	September 30, 2018
	Quarter to Date					Year to Date
	Average				Average
	Recorded		Interest		Recorded		Interest
	Investment		Recognized		Investment		Recognized
	(Dollars in Thousands)
Loans with Related Allowance
Domestic
Commercial	$	1,620	$	—	$	1,794	$	—
Commercial real estate: other construction & land development		139		—		142		—
Total impaired loans with related allowance	$	1,759	$	—	$	1,936	$	—

	September 30, 2018
	Quarter to Date				Year to Date
	Average				Average
	Recorded		Interest		Recorded		Interest
	Investment		Recognized		Investment		Recognized
	(Dollars in Thousands)
Loans with No Related Allowance
Domestic
Commercial	$	15,758	$	—	$	16,464	$	2
Commercial real estate: other construction & land development		1,994		—		2,203		—
Commercial real estate: farmland & commercial		5,986		—		36,633		—
Commercial real estate: multifamily		590		—		575		—
Residential: first lien		6,362		76		6,929		228
Residential: junior lien		743		11		807		33
Consumer		1,187		1		1,192		2
Foreign		318		4		331		11
Total impaired loans with no related allowance	$	32,938	$	92	$	65,134	$	276

A portion of the impaired loans have adequate collateral and credit enhancements not requiring a related allowance for loan loss. Management recognizes the risks associated with these impaired loans, however, management

is confident our loss exposure regarding these credits will be significantly reduced due to our long-standing practices that encompass the following principles: (i) the financial strength of the borrower, including strong earnings, a high net worth, significant liquidity and an acceptable debt to worth ratio, (ii) managerial and business competence, (iii) the ability to repay, (iv) for a new business, projected cash flows, (v) loan to value, (vi) in the case of a secondary guarantor, a guarantor financial statement, and (vii) financial and/or other character references. Management’s decision to place loans in this category does not necessarily mean that we will experience significant losses from these loans or significant increases in impaired loans from these levels.

The following table details loans accounted for as “troubled debt restructuring,” segregated by loan class. Loans accounted for as troubled debt restructuring are included in impaired loans.

	September 30, 2019		December 31, 2018
		(Dollars in Thousands)
Domestic
Commercial	$	33	$	35
Residential: first lien		5,703		5,947
Residential: junior lien		704		730
Consumer		1,126		1,153
Foreign		273		293
Total troubled debt restructuring	$	7,839	$	8,158

The Subsidiary Banks charge-off that portion of any loan which management considers to represent a loss as well as that portion of any other loan which is classified as a “loss” by bank examiners. Commercial and industrial or real estate loans are generally considered by management to represent a loss, in whole or part, when an exposure beyond any collateral coverage is apparent and when no further collection of the loss portion is anticipated based on the borrower’s financial condition and general economic conditions in the borrower’s industry. Generally, unsecured consumer loans are charged-off when 90 days past due.

While our management believes that it is generally able to identify borrowers with financial problems reasonably early and to monitor credit extended to such borrowers carefully, there is no precise method of predicting loan losses. The determination that a loan is likely to be uncollectible and that it should be wholly or partially charged-off as a loss is an exercise of judgment. Similarly, the determination of the adequacy of the allowance for probable loan losses can be made only on a subjective basis. It is the judgment of our management that the allowance for probable loan losses at September 30, 2019 was adequate to absorb probable losses from loans in the portfolio at that date.

The following tables present information regarding the aging of past due loans by loan class at September 30, 2019 and December 31, 2018:

	September 30, 2019
							90 Days or		Total
	30 - 59		60 - 89		90 Days or		greater &		Past				Total
	Days		Days		Greater		still accruing		Due		Current		Portfolio
	(Dollars in Thousands)
Domestic
Commercial	$	3,493	$	902	$	7,408	$	1,477	$	11,803	$	1,283,933	$	1,295,736
Commercial real estate: other construction & land development		8,977		18,504		1,100		286		28,581		2,015,829		2,044,410
Commercial real estate: farmland & commercial		3,210		56,125		1,270		737		60,605		1,906,506		1,967,111
Commercial real estate: multifamily		24		290		1,265		764		1,579		240,510		242,089
Residential: first lien		2,961		1,169		3,303		2,930		7,433		431,039		438,472
Residential: junior lien		1,316		305		1,216		1,216		2,837		710,455		713,292
Consumer		770		128		69		69		967		46,105		47,072
Foreign		2,119		490		147		147		2,756		144,204		146,960
Total past due loans	$	22,870	$	77,913	$	15,778	$	7,626	$	116,561	$	6,778,581	$	6,895,142

	December 31, 2018
							90 Days or		Total
	30 - 59		60 - 89		90 Days or		greater &		Past				Total
	Days		Days		Greater		still accruing		Due		Current		Portfolio
		(Dollars in Thousands)
Domestic
Commercial	$	4,651	$	1,089	$	19,851	$	10,890	$	25,591	$	1,103,378	$	1,128,969
Commercial real estate: other construction & land development		727		1,707		922		16		3,356		1,882,875		1,886,231
Commercial real estate: farmland & commercial		2,928		784		27,239		24,910		30,951		1,918,947		1,949,898
Commercial real estate: multifamily		927		—		578		71		1,505		224,752		226,257
Residential: first lien		3,998		1,677		3,362		3,079		9,037		436,763		445,800
Residential: junior lien		1,155		618		1,108		937		2,881		724,420		727,301
Consumer		486		19		45		32		550		45,766		46,316
Foreign		1,106		117		739		739		1,962		148,555		150,517
Total past due loans	$	15,978	$	6,011	$	53,844	$	40,674	$	75,833	$	6,485,456	$	6,561,289

The increase in loans past due 60 – 89 days at September 30, 2019 compared to December 31, 2018 can be primarily attributed to a loan relationship secured by real property on which a commercial office building is being constructed and a relationship secured by real estate on which private education centers are operated. The decrease in the 90 days or greater and still accruing loans at September 30, 2019 compared to December 31, 2018 can be primarily attributed to the previously discussed relationship secured by real property on which car dealerships are operated and the foreclosure of the underlying real estate assets securing the relationship in the second quarter of 2019.

Our internal classified report is segregated into the following categories: (i) “Special Review Credits,” (ii) “Watch List-Pass Credits,” and (iii) “Watch List-Substandard Credits.” The loans placed in the “Special Review Credits” category reflect management’s opinion that the loans reflect potential weakness which requires monitoring on a more frequent basis. The “Special Review Credits” are reviewed and discussed on a regular basis with the credit department and the lending staff to determine if a change in category is warranted. The loans placed in the “Watch List-Pass Credits” category reflect our opinion that the credit contains weaknesses which represent a greater degree of risk, which warrant “extra attention.” The “Watch List-Pass Credits” are reviewed and discussed on a regular basis with the credit department and the lending staff to determine if a change in category is warranted. The loans placed in the “Watch List-Substandard Credits” classification are considered to be potentially inadequately protected by the current sound worth and debt service capacity of the borrower or of any pledged collateral. These credit obligations, even if apparently protected by collateral value, have shown defined weaknesses related to adverse financial, managerial, economic, market

or political conditions which may jeopardize repayment of principal and interest. Furthermore, there is the possibility that we could sustain some future loss if such weaknesses are not corrected. For loans that are classified as impaired, management evaluates these credits in accordance with the provisions of ASC 310-10, “Receivables,” and, if deemed necessary, a specific reserve is allocated to the credit. The specific reserve allocated under ASC 310-10 is based on (i) the present value of expected future cash flows discounted at the loan’s effective interest rate; (ii) the loan’s observable market price; or (iii) the fair value of the collateral if the loan is collateral dependent. Substantially all of our loans evaluated as impaired under ASC 310-10 are measured using the fair value of collateral method. In limited cases, we may use other methods to determine the specific reserve of a loan under ASC 310-10 if such loan is not collateral dependent.

The allowance based on historical loss experience on our remaining loan portfolio, which includes the “Special Review Credits,” “Watch List - Pass Credits,” and “Watch List - Substandard Credits” is determined by segregating the remaining loan portfolio into certain categories such as commercial loans, installment loans, international loans, loan concentrations and overdrafts. Installment loans are then further segregated by number of days past due. A historical loss percentage, adjusted for (i) management’s evaluation of changes in lending policies and procedures, (ii) current economic conditions in the market area we serve, (iii) other risk factors, (iv) the effectiveness of the internal loan review function, (v) changes in loan portfolios, and (vi) the composition and concentration of credit volume is applied to each category. Each category is then added together to determine the allowance allocated under ASC 450-20.

A summary of the loan portfolio by credit quality indicator by loan class at September 30, 2019 and December 31, 2018 is as follows:

			September 30, 2019
			Special		Watch		Watch List—		Watch List—
	Pass		Review		List—Pass		Substandard		Impaired
			(Dollars in Thousands)
Domestic
Commercial	$	1,228,895	$	19	$	957	$	58,453	$	7,412
Commercial real estate: other construction & land development		1,948,752		—		37,566		56,298		1,794
Commercial real estate: farmland & commercial		1,771,180		7,975		34,067		152,149		1,740
Commercial real estate: multifamily		240,535		—		—		905		649
Residential: first lien		430,825		—		143		1,218		6,286
Residential: junior lien		711,747		—		841		—		704
Consumer		45,941		—		—		—		1,131
Foreign		146,550		—		—		137		273
Total	$	6,524,425	$	7,994	$	73,574	$	269,160	$	19,989

			December 31, 2018
			Special		Watch		Watch List—		Watch List—
	Pass		Review		List—Pass		Substandard		Impaired
			(Dollars in Thousands)
Domestic
Commercial	$	998,625	$	441	$	44,544	$	76,180	$	9,179
Commercial real estate: other construction & land development		1,817,098		1,648		9,055		56,338		2,092
Commercial real estate: farmland & commercial		1,726,711		62,046		38,373		119,259		3,509
Commercial real estate: multifamily		224,823		—		—		927		507
Residential: first lien		438,773		—		142		641		6,244
Residential: junior lien		725,538		—		862		—		901
Consumer		45,141		—		—		—		1,175
Foreign		150,224		—		—		—		293
Total	$	6,126,933	$	64,135	$	92,976	$	253,345	$	23,900

The decrease in Special Review credits at September 30, 2019 compared to December 31, 2018 can be primarily attributed to a relationship secured by real property on which education centers are operated being downgraded

to Watch-List Substandard. The decrease in Watch List – Pass credits at September 30, 2019 from December 31, 2018 can be primarily attributed to the reclassification of a relationship secured by oil and gas properties to Pass offset by the addition of two relationships secured by real estate on which commercial buildings are being constructed. The increase in Watch List- Substandard credits at September 30, 2019 compared to December 31, 2018 can be primarily attributed to the previously mentioned relationship secured by real estate on which education centers are operated offset by the foreclosure of the underlying real estate assets in the previously discussed relationship on which car dealerships were operated and a pay down on a relationship secured primarily by aircraft.