Loans Held for Investment | 6. 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, 2021 2020 Commercial real estate $ 3,042,729 $ 3,133,903 Commercial and industrial (1) 1,875,420 2,627,774 Construction and land development 892,783 828,852 1-4 family residential 1,303,430 629,938 Consumer 32,349 35,667 Broker-dealer (2) 733,193 437,007 7,879,904 7,693,141 Allowance for credit losses (91,352) (149,044) Total loans held for investment, net of allowance $ 7,788,552 $ 7,544,097 (1) Included loans totaling $77.7 million and $486.7 million at December 31, 2021 and 2020, respectively 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 December 31, 2021 December 31, 2020 Interest Income Recognized With With No With With No Year Ended December 31, Allowance Allowance Total Allowance Allowance Total 2021 2020 2019 Commercial real estate: Non-owner occupied $ 413 $ 1,853 $ 2,266 $ 1,213 $ 445 $ 1,658 $ 378 $ 1,364 $ — Owner occupied 3,058 1,277 4,335 3,473 6,002 9,475 648 295 37 Commercial and industrial 16,536 5,942 22,478 10,821 23,228 34,049 2,585 2,362 1,261 Construction and land development 2 — 2 102 405 507 202 110 250 1-4 family residential 902 17,306 18,208 4,726 16,651 21,377 3,721 1,568 45 Consumer 23 — 23 28 — 28 (120) 122 — Broker-dealer — — — — — — — — — $ 20,934 $ 26,378 $ 47,312 $ 20,363 $ 46,731 $ 67,094 $ 7,414 $ 5,821 $ 1,593 At December 31, 2021 and 2020, $2.9 million and $10.9 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 decreased from December 31, 2020 to December 31, 2021, by 19.8 million. The change in non-accrual loans was primarily due to decreases in commercial and industrial loans of $11.6 million, commercial real estate owner occupied loans of $5.1 million, and 1-4 family residential loans of $3.2 million. The respective decreases in commercial and industrial loans and commercial real estate owner occupied loans in non-accrual status since December 31, 2020 were primarily due to principal paydowns associated with six relationships. 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 . provisions from the March CARES Act that were set to expire at the end of 2020. This legislation extended the relief to financial institutions to suspend TDR assessment and reporting requirements under GAAP for loan modifications to the earlier of 60 days after the national emergency termination date or January 1, 2022. The Bank’s COVID-19 payment deferral programs allow for a deferral of principal and/or interest payments with such deferred principal payments due and payable on maturity date of the existing loan. The Bank’s actions included approval of approximately $1 billion in COVID-19 related loan modifications as of December 31, 2020. During 2021, the Bank continued to support its impacted banking clients through the approval of COVID-19 related loan modifications, which resulted in an additional $16 million of new COVID-19 related loan modifications since December 31, 2020. The portfolio of active deferrals that have not reached the end of their deferral period was approximately $4 million as of December 31, 2021. While the majority of the portfolio of COVID-19 related loan modifications no longer require deferral, such loans may represent elevated risk, and therefore management continues to monitor these loans. Information regarding TDRs granted during 2021, 2020, and 2019 that do not qualify for the CARES Act exemption is shown in the following table (dollars in thousands). Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Number of Balance at Balance at Number of Balance at Balance at Number of Balance at Balance at Loans Extension End of Year Loans Extension End of Year Loans Extension End of Year Commercial real estate: Non-owner occupied — $ — $ — — $ — $ — — $ — $ — Owner occupied 1 725 713 — — — — — — 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 — — — — — — — — — 1 $ 725 $ 713 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 2021, 2020 or 2019. At December 31, 2021 and 2020, 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, 2021, 2020 or 2019 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 Past Current Total Past Due December 31, 2021 30-59 Days 60-89 Days 90 Days or More Due Loans Loans Loans 90 Days or More Commercial real estate: Non-owner occupied $ 117 $ — $ 1,173 $ 1,290 $ 1,728,409 $ 1,729,699 $ — Owner occupied 590 688 2,273 3,551 1,309,479 1,313,030 — Commercial and industrial 1,059 277 13,640 14,976 1,860,444 1,875,420 1 Construction and land development 946 — — 946 891,837 892,783 — 1-4 family residential 7,642 2,738 4,842 15,222 1,288,208 1,303,430 100 Consumer 123 22 22 167 32,182 32,349 — Broker-dealer — — — — 733,193 733,193 — $ 10,477 $ 3,725 $ 21,950 $ 36,152 $ 7,843,752 $ 7,879,904 $ 101 Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Past Current Total Past Due December 31, 2020 30-59 Days 60-89 Days 90 Days or More 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 In addition to the loans shown in the tables above, PrimeLending had $60.7 million and $243.6 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $61.7 million and $245.5 million, respectively) that were 90 days past due and accruing interest at December 31, 2021 and 2020, respectively. The significant decrease in these loans at December 31, 2021, compared to December 31, 2020, was due to PrimeLending’s sale of mortgage loans previously reflected as 90 days past due and accruing interest. 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 criteria 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, 2021, PrimeLending had $20.2 million of loans subject to repurchase under a forbearance agreement related to delinquencies on or after April 1, 2020. 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 2016 and December 31, 2021 2021 2020 2019 2018 2017 Prior Revolving Total Commercial real estate: non-owner occupied Internal Grade 1-3 (Pass low risk) $ 19,510 $ 12,027 $ 23,994 $ 8,983 $ 1,369 $ 10,407 $ (2) $ 76,288 Internal Grade 4-7 (Pass normal risk) 299,960 162,441 103,841 43,841 39,559 51,125 59,263 760,030 Internal Grade 8-11 (Pass high risk and watch) 218,256 209,652 113,089 84,631 52,260 110,736 866 789,490 Internal Grade 12 (Special mention) — — 3,130 — — — — 3,130 Internal Grade 13 (Substandard accrual) 39,325 7,382 13,863 16,337 6,898 14,690 — 98,495 Internal Grade 14 (Substandard non-accrual) 412 — — — — 1,854 — 2,266 Commercial real estate: owner occupied Internal Grade 1-3 (Pass low risk) $ 109,381 $ 51,173 $ 17,226 $ 25,929 $ 30,866 $ 37,433 $ 753 $ 272,761 Internal Grade 4-7 (Pass normal risk) 202,416 124,524 114,361 87,591 22,985 72,113 15,326 639,316 Internal Grade 8-11 (Pass high risk and watch) 84,696 103,483 47,881 76,145 16,002 26,707 859 355,773 Internal Grade 12 (Special mention) — — — — — — — — Internal Grade 13 (Substandard accrual) 1,040 9,309 1,959 10,460 6,747 11,330 — 40,845 Internal Grade 14 (Substandard non-accrual) 1,561 — (3) 345 2,270 162 — 4,335 Commercial and industrial Internal Grade 1-3 (Pass low risk) $ 28,189 $ 29,971 $ 27,252 $ 6,971 $ 9,373 $ 938 $ 61,599 $ 164,293 Internal Grade 4-7 (Pass normal risk) 161,264 84,497 24,824 22,193 12,689 13,754 287,625 606,846 Internal Grade 8-11 (Pass high risk and watch) 110,145 74,513 33,352 11,794 6,944 5,771 308,878 551,397 Internal Grade 12 (Special mention) — — — — — — 1 1 Internal Grade 13 (Substandard accrual) 2,309 12,589 5,406 6,800 3,808 3,590 6,184 40,686 Internal Grade 14 (Substandard non-accrual) 2,529 15,646 35 388 413 86 3,381 22,478 Construction and land development Internal Grade 1-3 (Pass low risk) $ 19,341 $ 30,728 $ 3,119 $ 1,586 $ 233 $ 3,071 $ 439 $ 58,517 Internal Grade 4-7 (Pass normal risk) 323,767 125,843 25,841 11,319 1,930 2,154 27,701 518,555 Internal Grade 8-11 (Pass high risk and watch) 170,375 47,178 45,067 1,087 418 1,904 24,176 290,205 Internal Grade 12 (Special mention) — — — — — — — — Internal Grade 13 (Substandard accrual) — — 28 — 5,324 — — 5,352 Internal Grade 14 (Substandard non-accrual) — — — — — 2 — 2 Construction and land development - individuals FICO less than 620 $ — $ — $ — $ — $ — $ — $ — $ — FICO between 620 and 720 1,232 — — 1,016 — — — 2,248 FICO greater than 720 16,171 132 — — — — — 16,303 Substandard non-accrual — — — — — — — — Other (1) 1,601 — — — — — — 1,601 1-4 family residential FICO less than 620 $ 1,622 $ 463 $ 641 $ 3,608 $ 51 $ 25,472 $ 248 $ 32,105 FICO between 620 and 720 7,541 10,872 7,376 7,452 4,451 29,416 1,006 68,114 FICO greater than 720 782,137 125,293 53,296 31,249 15,101 51,318 2,821 1,061,215 Substandard non-accrual — (4) 795 277 127 17,013 — 18,208 Other (1) 95,308 9,785 5,751 3,606 828 5,930 2,580 123,788 Consumer FICO less than 620 $ 1,095 $ 327 $ 394 $ 45 $ 70 $ 47 $ 373 $ 2,351 FICO between 620 and 720 4,421 915 845 141 429 71 1,938 8,760 FICO greater than 720 9,528 2,076 854 237 12 15 2,545 15,267 Substandard non-accrual — — — — 22 1 — 23 Other (1) 4,405 765 348 34 12 21 363 5,948 Total loans with credit quality measures $ 2,719,537 $ 1,251,580 $ 674,565 $ 464,065 $ 241,191 $ 497,131 $ 808,923 $ 6,656,992 Commercial and industrial (mortgage warehouse lending) $ 411,973 Commercial and industrial (Paycheck Protection Program loans) $ 77,746 Broker-Dealer (margin loans and correspondent receivables) $ 733,193 Total loans held for investment $ 7,879,904 (1) Loans classified in this category were assigned a FICO score based on various factors specific to the borrower for credit modeling purposes. |