Loans Held for Investment | 7. Loans Held for Investment The Bank originates loans to customers primarily in Texas. Although the Bank has diversified loan and leasing portfolios and, generally, holds collateral against amounts advanced to customers, its debtors’ ability to honor their contracts is substantially dependent upon the general economic conditions of the region and of the industries in which its debtors operate, which consist primarily of agribusiness, construction, energy, real estate and wholesale/retail trade. The Hilltop Broker-Dealers make loans to customers and correspondents through transactions originated by both employees and independent retail representatives throughout the United States. The Hilltop Broker-Dealers control risk by requiring customers to maintain collateral in compliance with various regulatory and internal guidelines, which may vary based upon market conditions. Securities owned by customers and held as collateral for loans are not included in the consolidated financial statements. Loans held for investment summarized by portfolio segment are as follows (in thousands). December 31, 2020 2019 Commercial real estate $ 3,133,903 $ 3,000,523 Commercial and industrial (1) 2,627,774 2,025,720 Construction and land development 828,852 940,564 1-4 family residential 629,938 791,020 Consumer 35,667 47,046 Broker-dealer (2) 437,007 576,527 7,693,141 7,381,400 Allowance for credit losses (149,044) (61,136) Total loans held for investment, net of allowance $ 7,544,097 $ 7,320,264 (1) Included loans totaling $486.7 million at December 31, 2020 funded through the Paycheck Protection Program. (2) Primarily represents margin loans to customers and correspondents associated with broker-dealer segment operations. The following table provides details associated with non-accrual loans, excluding those classified as held for sale (in thousands). Non-accrual Loans Interest Income December 31, 2020 Recognized (1) With With No December 31, Year Ended Allowance Allowance Total 2019 December 31, 2020 Commercial real estate: Non-owner occupied $ 1,213 $ 445 $ 1,658 $ 3,813 $ 1,364 Owner occupied 3,473 6,002 9,475 3,495 295 Commercial and industrial 10,821 23,228 34,049 15,262 2,362 Construction and land development 102 405 507 1,316 110 1-4 family residential 4,726 16,651 21,377 7,382 1,568 Consumer 28 — 28 26 122 Broker-dealer — — — — — $ 20,363 $ 46,731 $ 67,094 $ 31,294 $ 5,821 (1) At December 31, 2020 and 2019, $10.9 million and $4.8 million, respectively, of real estate loans secured by residential properties and classified as held for sale were in non-accrual status. Loans accounted for on a non-accrual basis increased from December 31, 2019 to December 31, 2020, by $35.8 million. A number of loans previously accounted for in accruing pools under ASC 310-30 were reclassified to non-accrual in the CECL transition. The increase in commercial real estate loans in non-accrual status at December 31, 2020 of $3.8 million was primarily related to the addition of loans totaling $8.4 million, of which $6.8 million were previously accruing at December 31, 2019, partially offset by the resolution of loans totaling $4.5 million. Commercial real estate loans in non-accrual status carried a reserve of $1.1 million at December 31, 2020. The increase in commercial and industrial loans in non-accrual status since December 31, 2019 was primarily due to a small number of relationships that included loans totaling $18.9 million and a CECL transition gross-up adjustment of $4.3 million related to a single loan. Commercial and industrial loans in non-accrual status carried a reserve of $7.9 million at December 31, 2020. The increase in 1-4 family residential loans in non-accrual status at December 31, 2020, compared to December 31, 2019, was primarily related to the addition of $17.1 million of loans in non-accrual status, of which $15.0 million were previously accruing at December 31, 2019, partially offset by both the return to accruing classification and resolution of loans totaling $3.2 million. 1-4 family residential loans in non-accrual status carried a reserve of $0.7 million at December 31, 2020. The Company considers non-accrual loans to be collateral-dependent unless there are underlying mitigating circumstances. The practical expedient to measure the allowance using the fair value of the collateral has been implemented. The Bank classifies loan modifications as troubled debt restructurings (“TDRs”) when it concludes that it has both granted a concession to a debtor and that the debtor is experiencing financial difficulties. Loan modifications are typically structured to create affordable payments for the debtor and can be achieved in a variety of ways. The Bank modifies loans by reducing interest rates and/or lengthening loan amortization schedules. The Bank may also reconfigure a single loan into two or more loans (“A/B Note”). The typical A/B Note restructure results in a “bad” loan which is charged off and a “good” loan or loans, the terms of which comply with the Bank’s customary underwriting policies. The debt charged off on the “bad” loan is not forgiven to the debtor. In March 2020, the CARES Act was passed, which, among other things, allows the Bank to suspend the requirements for certain loan modifications to be categorized as a TDR, including the related impairment for accounting purposes. On December 27, 2020, the Consolidated Appropriations Act 2021 was signed into law . Information regarding TDRs granted during 2020 and 2019 that do not qualify for the CARES Act exemption is shown in the following table (dollars in thousands). There were no TDRs granted during 2018. Year Ended December 31, 2020 Year Ended December 31, 2019 Number of Balance at Balance at Number of Balance at Balance at Loans Extension End of Period Loans Extension End of Period Commercial real estate: Non-owner occupied — $ — $ — — $ — $ — Owner occupied — — — — — — Commercial and industrial 3 9,464 4,116 4 9,618 8,566 Construction and land development — — — — — — 1-4 family residential 5 438 438 — — — Consumer — — — — — — Broker-dealer — — — — — — 8 $ 9,902 $ 4,554 4 $ 9,618 $ 8,566 All of the loan modifications included in the table above involved payment term extensions. The Bank did not grant principal reductions on any restructured loans during 2020, 2019 or 2018. At December 31, 2020 and 2019, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs. There were no TDRs granted during the twelve months preceding December 31, 2020, 2019 or 2018 for which a payment was at least 30 days past due. An analysis of the aging of the Company’s loan portfolio is shown in the following tables (in thousands). Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current Total Past Due December 31, 2020 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans 90 Days or More Commercial real estate: Non-owner occupied $ 1,919 $ — $ 199 $ 2,118 $ 1,786,193 $ 1,788,311 $ — Owner occupied 195 522 8,328 9,045 1,336,547 1,345,592 — Commercial and industrial 3,114 407 7,318 10,839 2,616,935 2,627,774 6 Construction and land development 19 — — 19 828,833 828,852 — 1-4 family residential 8,110 3,040 12,420 23,570 606,368 629,938 — Consumer 172 123 26 321 35,346 35,667 — Broker-dealer — — — — 437,007 437,007 — $ 13,529 $ 4,092 $ 28,291 $ 45,912 $ 7,647,229 $ 7,693,141 $ 6 Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current Total Past Due December 31, 2019 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans 90 Days or More Commercial real estate: Non-owner occupied $ 4,062 $ — $ 2,790 $ 6,852 $ 1,702,500 $ 1,709,352 $ — Owner occupied 1,813 880 3,265 5,958 1,285,213 1,291,171 — Commercial and industrial 5,967 1,735 3,395 11,097 2,014,623 2,025,720 3 Construction and land development 7,580 1,827 — 9,407 931,157 940,564 — 1-4 family residential 12,058 3,442 6,520 22,020 769,000 791,020 — Consumer 455 34 — 489 46,557 47,046 — Broker-dealer — — — — 576,527 576,527 — $ 31,935 $ 7,918 $ 15,970 $ 55,823 $ 7,325,577 $ 7,381,400 $ 3 In addition to the loans shown in the tables above, PrimeLending had $243.6 million and $102.7 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $245.5 million and $104.0 million, respectively) that were 90 days past due and accruing interest at December 31, 2020 and 2019, respectively. These loans are guaranteed by U.S. government agencies and include loans that are subject to repurchase, or have been repurchased, by PrimeLending. In response to the ongoing COVID-19 pandemic, the Company allowed modifications, such as payment deferrals for up to 90 days and temporary forbearance, to credit-worthy borrowers who are experiencing temporary hardship due to the effects of COVID-19. These short-term modifications generally meet the criterial of the CARES Act and, therefore, they are not reported as past due or placed on non-accrual status (provided the loans were not past due or on non-accrual status prior to the deferral). The Company elected to accrue and recognize interest income on these modifications during the payment deferral period. Additionally, the Company granted temporary forbearance to borrowers of a federally backed mortgage loan experiencing financial hardship due, directly or indirectly, to the COVID-19 pandemic. The CARES Act, which among other things, established the ability for financial institutions to grant a forbearance for up to 180 days, which can be extended for an additional 180-day period upon the request of the borrower. During that time, no fees, penalties or interest beyond the amounts scheduled or calculated as if the borrower made all contractual payments on time and in full under the mortgage contract will accrue on the borrower’s account. As of December 31, 2020, PrimeLending had $198.8 million of loans subject to repurchase under a forbearance agreement. Management tracks credit quality trends on a quarterly basis related to: (i) past due levels, (ii) non-performing asset levels, (iii) classified loan levels, and (v) general economic conditions in state and local markets. The Company defines classified loans as loans with a risk rating of substandard, doubtful or loss. A description of the risk rating internal grades for commercial loans to is presented in the following table. Risk Rating Internal Grade Risk Rating Description Pass low risk 1 - 3 Represents loans to very high credit quality commercial borrowers of investment or near investment grade. These borrowers have significant capital strength, moderate leverage, stable earnings and growth, and readily available financing alternatives. Commercial borrowers entirely cash secured are also included in this category. Pass normal risk 4 - 7 Represents loans to commercial borrowers of solid credit quality with moderate risk. Borrowers in these grades are differentiated from higher grades on the basis of size (capital and/or revenue), leverage, asset quality and the stability of the industry or market area. Pass high risk 8 - 10 Represents "pass grade" loans to commercial borrowers of higher, but acceptable credit quality and risk. Such borrowers are differentiated from Pass Normal Risk in terms of size, secondary sources of repayment or they are of lesser stature in other key credit metrics. Watch 11 Represents loans on management's "watch list" and is intended to be utilized on a temporary basis for pass grade commercial borrowers where a significant risk-modifying action is anticipated in the near term. Special mention 12 Represents loans with potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in a deterioration of the repayment prospects for the loans and weaken the Company's credit position at some future date. Substandard accrual 13 Represents loans for which the accrual of interest has not been stopped, but are inadequately protected by the current sound worth and paying capacity of the obligor or the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt and are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Substandard non-accrual 14 Represents loans for which the accrual of interest has been stopped and includes loans where interest is more than 90 days past due and not fully secured and loans where a specific valuation allowance may be necessary. Doubtful 15 Represents loans that are placed on non-accrual status and may be dependent upon collateral having a value that is difficult to determine or upon some near-term event which lacks certainty. Loss 16 Represents loans that are to be charged-off or charged-down when payment is acknowledged to be uncertain or when the timing or value of payments cannot be determined. Rating is not intended to imply that the loan or some portion of it will never be paid, nor does it in any way imply that there has been a forgiveness of debt. The following table presents loans held for investment grouped by asset class and credit quality indicator, segregated by year of origination or renewal (in thousands). Amortized Cost Basis by Origination Year 2015 and December 31, 2020 2020 2019 2018 2017 2016 Prior Revolving Total Commercial real estate: non-owner occupied Internal Grade 1-3 (Pass low risk) $ 21,135 $ 22,913 $ 3,171 $ 2,735 $ 12,896 $ 15,263 $ 1 $ 78,114 Internal Grade 4-7 (Pass normal risk) 245,833 138,836 83,951 88,119 108,371 64,200 47,920 777,230 Internal Grade 8-11 (Pass high risk and watch) 227,440 133,246 122,022 99,473 108,536 64,031 488 755,236 Internal Grade 12 (Special mention) — — — — — — — — Internal Grade 13 (Substandard accrual) 34,020 16,139 29,166 29,810 33,353 33,467 118 176,073 Internal Grade 14 (Substandard non-accrual) — — — — — 1,658 — 1,658 Commercial real estate: owner occupied Internal Grade 1-3 (Pass low risk) $ 60,809 $ 21,011 $ 12,712 $ 44,163 $ 21,567 $ 37,688 $ 1 $ 197,951 Internal Grade 4-7 (Pass normal risk) 164,939 169,582 131,821 56,801 53,811 75,372 39,868 692,194 Internal Grade 8-11 (Pass high risk and watch) 118,328 80,375 49,601 23,588 23,330 30,249 1,291 326,762 Internal Grade 12 (Special mention) 365 — 3,691 — — 527 — 4,583 Internal Grade 13 (Substandard accrual) 8,372 5,620 69,617 10,315 8,663 12,040 — 114,627 Internal Grade 14 (Substandard non-accrual) 506 1,259 441 5,345 1,045 879 — 9,475 Commercial and industrial Internal Grade 1-3 (Pass low risk) $ 30,754 $ 27,144 $ 7,149 $ 5,486 $ 3,587 $ 335 $ 21,651 $ 96,106 Internal Grade 4-7 (Pass normal risk) 179,394 54,423 53,908 29,778 24,179 10,945 395,320 747,947 Internal Grade 8-11 (Pass high risk and watch) 95,835 62,411 20,162 13,459 13,885 2,144 197,273 405,169 Internal Grade 12 (Special mention) 757 14 3,723 — 152 — 2,093 6,739 Internal Grade 13 (Substandard accrual) 9,863 3,689 13,788 5,531 5,759 253 19,360 58,243 Internal Grade 14 (Substandard non-accrual) 25,107 5,084 2,021 315 16 98 1,408 34,049 Construction and land development Internal Grade 1-3 (Pass low risk) $ 15,764 $ 2,710 $ 4,176 $ 264 $ 4,129 $ 331 $ 624 $ 27,998 Internal Grade 4-7 (Pass normal risk) 202,624 103,864 63,135 3,210 2,596 3,142 28,387 406,958 Internal Grade 8-11 (Pass high risk and watch) 194,432 97,206 47,102 9,659 3,552 544 7,951 360,446 Internal Grade 12 (Special mention) — — — — — — — — Internal Grade 13 (Substandard accrual) 8,684 29 — 5,385 — 65 — 14,163 Internal Grade 14 (Substandard non-accrual) — 405 — — — 102 — 507 Construction and land development - individuals FICO less than 620 $ — $ — $ — $ — $ — $ — $ — $ — FICO between 620 and 720 557 — 1,253 — — — — 1,810 FICO greater than 720 13,207 — 2,539 — — — — 15,746 Substandard non-accrual — — — — — — — — Other (1) 1,224 — — — — — — 1,224 1-4 family residential FICO less than 620 $ 1,109 $ 819 $ 3,674 $ 56 $ 883 $ 32,077 $ 318 $ 38,936 FICO between 620 and 720 17,269 18,461 9,545 8,714 8,171 41,625 1,289 105,074 FICO greater than 720 125,094 80,688 65,975 37,943 29,171 70,815 5,313 414,999 Substandard non-accrual — — — 96 714 20,567 — 21,377 Other (1) 27,407 10,085 5,998 1,899 920 2,529 714 49,552 Consumer FICO less than 620 $ 955 $ 1,235 $ 106 $ 128 $ 43 $ 22 $ 334 $ 2,823 FICO between 620 and 720 5,194 2,627 478 536 118 79 2,157 11,189 FICO greater than 720 6,849 1,674 2,952 292 60 34 3,054 14,915 Substandard non-accrual — — — 27 — 1 — 28 Other (1) 5,050 1,141 129 43 36 — 313 6,712 Total loans with credit quality measures $ 1,848,876 $ 1,062,690 $ 814,006 $ 483,170 $ 469,543 $ 521,082 $ 777,246 $ 5,976,613 Commercial and industrial (mortgage warehouse lending) $ 792,806 Commercial and industrial (Paycheck Protection Program loans) $ 486,715 Broker-Dealer (margin loans and correspondent receivables) $ 437,007 Total loans held for investment $ 7,693,141 (1) Loans classified in this category were assigned a FICO score based on various factors specific to the borrower for credit modeling purposes. |