Loans and Leases

6 Months Ended

Jun. 30, 2019

Loans and Leases Receivable Disclosure [Abstract]

Loans and Leases

LOANS AND LEASES

BancShares' accounting methods for loans and leases differ depending on whether they are non-purchased credit impaired (Non-PCI) or purchased credit impaired (PCI). Loans that were originated by FCB, as well as loans that are performing under their contractual obligations at acquisition, are classified as Non-PCI. Loans that reflect credit deterioration since origination, such that it is probable at acquisition that FCB will be unable to collect all contractually required payments, are classified as PCI. Additionally, at the date of acquisition, all acquired loans are recorded at fair value with no corresponding allowance for loan and lease losses.

Loans and leases outstanding included the following at June 30, 2019 and December 31, 2018:

(Dollars in thousands)	June 30, 2019		December 31, 2018
Non-PCI loans and leases:
Commercial:
Construction and land development	$	719,534	$	757,854
Commercial mortgage	11,336,684		10,717,234
Other commercial real estate	506,760		426,985
Commercial and industrial and leases	3,980,504		3,938,730
Other	301,346		296,424
Total commercial loans	16,844,828		16,137,227
Noncommercial:
Residential mortgage	4,790,636		4,265,687
Revolving mortgage	2,470,653		2,542,975
Construction and land development	315,071		257,030
Consumer	1,755,602		1,713,781
Total noncommercial loans	9,331,962		8,779,473
Total non-PCI loans and leases	26,176,790		24,916,700
PCI loans:
Total PCI loans	551,447		606,576
Total loans and leases	$	26,728,237	$	25,523,276

At June 30, 2019, $9.16 billion in non-PCI loans with a lendable collateral value of $6.45 billion were used to secure $183.7 million in Federal Home Loan Bank (FHLB) of Atlanta advances and $13.5 million in FHLB of Chicago advances, resulting in additional borrowing capacity of $6.26 billion. At December 31, 2018, $9.12 billion in non-PCI loans with a lendable collateral value of $6.36 billion were used to secure $175.2 million in FHLB of Atlanta advances, resulting in additional borrowing capacity of $6.18 billion.

At June 30, 2019, $2.73 billion in non-PCI loans with a lendable collateral value of $2.09 billion were used to secure additional borrowing capacity at the Federal Reserve Bank (FRB). At December 31, 2018, $2.94 billion in non-PCI loans with a lendable collateral value of $2.19 billion were used to secure additional borrowing capacity at the FRB.

Certain residential real estate loans are originated to be sold to investors and are recorded in loans held for sale at fair value. In addition, we may change our strategy for certain portfolio loans and decide to sell them in the secondary market. At that time, portfolio loans are transferred to loans held for sale at fair value. Since December 31, 2018, $23.9 million in portfolio loans were transfered to held for sale and subsequently sold. Loans held for sale totaled $52.8 million and $45.5 million at June 30, 2019 and December 31, 2018, respectively.

Net deferred fees on non-PCI loans and leases, including unearned income as well as unamortized costs and fees, were $0.5 million and $0.1 million at June 30, 2019 and December 31, 2018, respectively. The net unamortized discount related to purchased non-PCI loans and leases was $35.7 million at June 30, 2019 and $33.3 million at December 31, 2018. During the three months ended June 30, 2019 and June 30, 2018, accretion income on purchased non-PCI loans and leases was $3.3 million and $4.1 million, respectively. During the six months ended June 30, 2019 and June 30, 2018, accretion income on purchased non-PCI loans and leases was $6.5 million and $7.0 million, respectively.

Credit quality indicators

Loans and leases are monitored for credit quality on a recurring basis. Commercial and noncommercial loans and leases have different credit quality indicators as a result of the unique characteristics of the loan segments being evaluated. The credit quality indicators for non-PCI and PCI commercial loans and leases are developed through a review of individual borrowers on an ongoing basis. Commercial loans are evaluated periodically with more frequent evaluations done on criticized loans. Commercial credit cards are included in the Commercial and industrial and leases segment, but are not specifically graded as with other commercial loans. The indicators as of the date presented are based on the most recent assessment performed and are defined below:

Pass – A pass rated asset is not adversely classified because it does not display any of the characteristics for adverse classification.

Special mention – A special mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, such potential weaknesses may result in deterioration of the repayment prospects or collateral position at some future date. Special mention assets are not adversely classified and do not warrant adverse classification.

Substandard – A substandard asset is inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Assets classified as substandard generally have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. These assets are characterized by the distinct possibility of loss if the deficiencies are not corrected.

Doubtful – An asset classified as doubtful has all the weaknesses inherent in an asset classified substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable on the basis of currently existing facts, conditions and values.

Loss – Assets classified as loss are considered uncollectible and of such little value that it is inappropriate to be carried as an asset. This classification is not necessarily equivalent to any potential for recovery or salvage value, but rather that it is not appropriate to defer a full charge-off even though partial recovery may be affected in the future.

Ungraded – Ungraded loans represent loans that are not included in the individual credit grading process due to their relatively small balances or borrower type. The majority of ungraded loans at June 30, 2019 and December 31, 2018 relate to business credit cards. Business credit card loans are subject to automatic charge-off when they become 120 days past due in the same manner as unsecured consumer lines of credit. The remaining balance is comprised of a small amount of commercial mortgage, lease financing and other commercial real estate loans.

The credit quality indicators for non-PCI and PCI noncommercial loans are based on delinquency status of the borrower as of the date presented. As the borrower becomes more delinquent, the likelihood of loss increases.

Non-PCI loans and leases outstanding at June 30, 2019 and December 31, 2018 by credit quality indicator are provided below:

	June 30, 2019
(Dollars in thousands)	Non-PCI commercial loans and leases
Grade:	Construction and land development		Commercial mortgage		Other commercial real estate		Commercial and industrial and leases		Other		Total non-PCI commercial loans and leases
Pass	$	716,068	$	11,093,853	$	502,168	$	3,825,956	$	300,335	$	16,438,380
Special mention	1,016		111,721		3,575		46,960		470		163,742
Substandard	2,450		131,110		1,017		38,080		541		173,198
Doubtful	—		—		—		96		—		96
Ungraded	—		—		—		69,412		—		69,412
Total	$	719,534	$	11,336,684	$	506,760	$	3,980,504	$	301,346	$	16,844,828
	December 31, 2018
(Dollars in thousands)	Non-PCI commercial loans and leases
Grade:	Construction and land development		Commercial mortgage		Other commercial real estate		Commercial and industrial and leases		Other		Total non-PCI commercial loans and leases
Pass	$	753,985	$	10,507,687	$	422,500	$	3,778,797	$	294,700	$	15,757,669
Special mention	1,369		114,219		3,193		54,814		1,105		174,700
Substandard	2,500		92,743		1,292		30,688		619		127,842
Doubtful	—		—		—		354		—		354
Ungraded	—		2,585		—		74,077		—		76,662
Total	$	757,854	$	10,717,234	$	426,985	$	3,938,730	$	296,424	$	16,137,227

	June 30, 2019
	Non-PCI noncommercial loans and leases
(Dollars in thousands)	Residential mortgage		Revolving mortgage		Construction and land development		Consumer		Total non-PCI noncommercial loans and leases
Current	$	4,736,063	$	2,444,047	$	312,985	$	1,740,946	$	9,234,041
30-59 days past due	26,250		14,044		255		8,645		49,194
60-89 days past due	13,109		3,207		214		3,099		19,629
90 days or greater past due	15,214		9,355		1,617		2,912		29,098
Total	$	4,790,636	$	2,470,653	$	315,071	$	1,755,602	$	9,331,962
	December 31, 2018
	Non-PCI noncommercial loans and leases
(Dollars in thousands)	Residential mortgage		Revolving mortgage		Construction and land development		Consumer		Total non-PCI noncommercial loans and leases
Current	$	4,214,783	$	2,514,269	$	254,837	$	1,696,321	$	8,680,210
30-59 days past due	28,239		12,585		581		10,035		51,440
60-89 days past due	7,357		4,490		21		3,904		15,772
90 days or greater past due	15,308		11,631		1,591		3,521		32,051
Total	$	4,265,687	$	2,542,975	$	257,030	$	1,713,781	$	8,779,473

PCI loans outstanding at June 30, 2019 and December 31, 2018 by credit quality indicator are provided below:

	June 30, 2019		December 31, 2018
(Dollars in thousands)	PCI commercial Loans
Grade:
Pass	$	138,300	$	141,922
Special mention	44,324		48,475
Substandard	90,019		101,447
Doubtful	2,994		4,828
Total	$	275,637	$	296,672

	June 30, 2019		December 31, 2018
(Dollars in thousands)	PCI noncommercial Loans
Current	$	244,196	$	268,280
30-59 days past due	8,691		11,155
60-89 days past due	4,763		7,708
90 days or greater past due	18,160		22,761
Total	$	275,810	$	309,904

The aging of the outstanding non-PCI loans and leases, by class, at June 30, 2019 and December 31, 2018 are provided in the tables below. Loans and leases past due 30 days or less are considered current as various grace periods allow borrowers to make payments within a stated period after the due date and still remain in compliance with the loan agreement.

	June 30, 2019
(Dollars in thousands)	30-59 days past due		60-89 days past due		90 days or greater		Total past due		Current		Total loans and leases
Non-PCI loans and leases:
Commercial:
Construction and land development	$	1,468	$	1,757	$	1,563	$	4,788	$	714,746	$	719,534
Commercial mortgage	14,025		9,073		7,213		30,311		11,306,373		11,336,684
Other commercial real estate	—		698		—		698		506,062		506,760
Commercial and industrial and leases	13,227		3,196		3,860		20,283		3,960,221		3,980,504
Other	68		5		—		73		301,273		301,346
Total commercial loans	28,788		14,729		12,636		56,153		16,788,675		16,844,828
Noncommercial:
Residential mortgage	26,250		13,109		15,214		54,573		4,736,063		4,790,636
Revolving mortgage	14,044		3,207		9,355		26,606		2,444,047		2,470,653
Construction and land development	255		214		1,617		2,086		312,985		315,071
Consumer	8,645		3,099		2,912		14,656		1,740,946		1,755,602
Total noncommercial loans	49,194		19,629		29,098		97,921		9,234,041		9,331,962
Total non-PCI loans and leases	$	77,982	$	34,358	$	41,734	$	154,074	$	26,022,716	$	26,176,790
	December 31, 2018
(Dollars in thousands)	30-59 days past due		60-89 days past due		90 days or greater		Total past due		Current		Total loans and leases
Non-PCI loans and leases:
Commercial:
Construction and land development	$	516	$	9	$	444	$	969	$	756,885	$	757,854
Commercial mortgage	14,200		2,066		3,237		19,503		10,697,731		10,717,234
Other commercial real estate	91		76		300		467		426,518		426,985
Commercial and industrial and leases	9,655		1,759		2,892		14,306		3,924,424		3,938,730
Other	285		—		89		374		296,050		296,424
Total commercial loans	24,747		3,910		6,962		35,619		16,101,608		16,137,227
Noncommercial:
Residential mortgage	28,239		7,357		15,308		50,904		4,214,783		4,265,687
Revolving mortgage	12,585		4,490		11,631		28,706		2,514,269		2,542,975
Construction and land development	581		21		1,591		2,193		254,837		257,030
Consumer	10,035		3,904		3,521		17,460		1,696,321		1,713,781
Total noncommercial loans	51,440		15,772		32,051		99,263		8,680,210		8,779,473
Total non-PCI loans and leases	$	76,187	$	19,682	$	39,013	$	134,882	$	24,781,818	$	24,916,700

The recorded investment, by class, in non-PCI loans and leases on nonaccrual status, and loans and leases greater than 90 days past due and still accruing at June 30, 2019 and December 31, 2018, were as follows:

	June 30, 2019				December 31, 2018
(Dollars in thousands)	Nonaccrual loans and leases		Loans and leases > 90 days and accruing		Nonaccrual loans and leases		Loans and leases > 90 days and accruing
Commercial:
Construction and land development	$	1,634	$	—	$	666	$	—
Commercial mortgage	20,859		440		12,594		—
Commercial and industrial and leases	5,944		703		4,624		808
Other commercial real estate	179		—		366		—
Other	230		—		279		—
Total commercial loans	28,846		1,143		18,529		808
Noncommercial:
Construction and land development	1,786		—		1,823		—
Residential mortgage	43,467		297		35,662		—
Revolving mortgage	24,145		34		25,563		—
Consumer	2,457		1,994		2,969		2,080
Total noncommercial loans	71,855		2,325		66,017		2,080
Total non-PCI loans and leases	$	100,701	$	3,468	$	84,546	$	2,888

Purchased non-PCI loans and leases

The following table relates to purchased non-PCI loans acquired in the Biscayne Bancshares and First South Bancorp transactions and provides the contractually required payments, estimate of contractual cash flows not expected to be collected and fair value of the acquired loans at the acquisition date:

(Dollars in thousands)	Biscayne Bancshares		First South Bancorp
Contractually required payments	$	1,078,854	$	175,465
Fair value at acquisition date	850,352		162,845

The recorded fair values of purchased non-PCI loans acquired in the Biscayne Bancshares and First South Bancorp transactions as of the acquisition date are as follows:

(Dollars in thousands)	Biscayne Bancshares		First South Bancorp
Commercial:
Construction and land development	$	15,647	$	8,663
Commercial mortgage	203,605		74,713
Other commercial real estate	98,107		7,509
Commercial and industrial and leases	28,135		40,208
Total commercial loans	345,494		131,093
Noncommercial:
Residential mortgage	405,419		24,641
Revolving mortgage	54,081		2,162
Construction and land development	31,668		3,552
Consumer	13,690		1,397
Total noncommercial loans	504,858		31,752
Total non-PCI loans	$	850,352	$	162,845

Purchased credit-impaired loans

The following table relates to PCI loans acquired in the Biscayne Bancshares and First South Bancorp transactions and summarizes the contractually required payments, which include principal and interest, expected cash flows to be collected and the fair value of PCI loans at the acquisition date:

(Dollars in thousands)	Biscayne Bancshares		First South Bancorp
Contractually required payments	$	19,720	$	23,389
Contractual cash flows expected to be collected	16,815		21,392
Fair value at acquisition date	13,032		16,398

The recorded fair values of PCI loans acquired in the Biscayne Bancshares and First South Bancorp transactions as of the acquisition date are as follows:

(Dollars in thousands)	Biscayne Bancshares		First South Bancorp
Commercial:
Construction and land development	$	—	$	1,233
Commercial mortgage	7,589		9,355
Commercial and industrial and leases	1,660		1,202
Total commercial loans	9,249		11,790
Noncommercial:
Residential mortgage	3,783		4,591
Construction and land development	—		17
Total noncommercial loans	3,783		4,608
Total PCI loans	$	13,032	$	16,398

The following table provides changes in the carrying value of all PCI loans during the six months ended June 30, 2019 and June 30, 2018:

(Dollars in thousands)	2019			2018
Balance at January 1	$	606,576		$	762,998
Fair value of acquired loans	29,430			15,555
Accretion	29,648			32,188
Payments received and other changes, net	(114,207		)	(136,472		)
Balance at June 30	$	551,447		$	674,269
Unpaid principal balance at June 30	$	805,754		$	1,044,148

The carrying value of PCI loans on the cost recovery method was $3.3 million at both June 30, 2019 and December 31, 2018. The cost recovery method is applied to loans when the timing of future cash flows cannot be reasonably estimated due to borrower nonperformance or uncertainty in the ultimate disposition of the asset. The recorded investment of PCI loans on nonaccrual status was $4.3 million and $1.3 million at June 30, 2019 and December 31, 2018, respectively. The remaining discount on PCI loans was $93.0 million and $95.5 million at June 30, 2019 and December 31, 2018, respectively.

During the three months ended June 30, 2019 and June 30, 2018, accretion income on PCI loans was $11.9 million and $14.2 million, respectively. During the six months ended June 30, 2019 and June 30, 2018, accretion income on PCI loans was $29.6 million and $32.2 million, respectively.

For PCI loans, improved credit loss expectations generally result in the reclassification of nonaccretable difference to accretable yield. Changes in expected cash flow not related to credit improvements or deterioration do not affect the nonaccretable difference.

The following table documents changes to the amount of accretable yield for the first six months of 2019 and 2018:

(Dollars in thousands)	2019			2018
Balance at January 1	$	312,894		$	316,679
Additions from Biscayne Bancshares and First South Bancorp acquisitions	8,777			—
Additions from Homebancorp acquisition	—			4,142
Accretion	(29,648		)	(32,188		)
Reclassifications from nonaccretable difference	3,695			6,899
Changes in expected cash flows that do not affect nonaccretable difference	(15,682		)	48,988
Balance at June 30	$	280,036		$	344,520