Loans Held for Investment | 5. 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). June 30, December 31, 2022 2021 Commercial real estate $ 3,262,628 $ 3,042,729 Commercial and industrial (1) 1,786,116 1,875,420 Construction and land development 922,047 892,783 1-4 family residential 1,468,962 1,303,430 Consumer 27,862 32,349 Broker-dealer (2) 463,004 733,193 7,930,619 7,879,904 Allowance for credit losses (95,298) (91,352) Total loans held for investment, net of allowance $ 7,835,321 $ 7,788,552 (1) Included loans totaling $7.0 million and $77.7 million at June 30, 2022 and December 31, 2021, 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 June 30, 2022 December 31, 2021 Interest Income Recognized With With No With With No Three Months Ended June 30, Six Months Ended June 30, Allowance Allowance Total Allowance Allowance Total 2022 2021 2022 2021 Commercial real estate: Non-owner occupied $ 603 $ 653 $ 1,256 $ 413 $ 1,853 $ 2,266 $ 60 $ 54 $ 157 $ 128 Owner occupied 3,084 607 3,691 3,058 1,277 4,335 334 139 417 229 Commercial and industrial 9,112 4,203 13,315 16,536 5,942 22,478 439 331 627 474 Construction and land development 1 — 1 2 — 2 8 20 15 35 1-4 family residential 531 12,831 13,362 902 17,306 18,208 1,304 1,106 1,725 2,030 Consumer 19 — 19 23 — 23 — (121) — (121) Broker-dealer — — — — — — — — — — $ 13,350 $ 18,294 $ 31,644 $ 20,934 $ 26,378 $ 47,312 $ 2,145 $ 1,529 $ 2,941 $ 2,775 At June 30, 2022 and December 31, 2021, $3.2 million and $2.9 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, 2021 to June 30, 2022, by $15.7 million. The change in nonaccrual loans was primarily due to decreases in commercial and industrial loans of $9.2 million, 1-4 family residential loans of $4.8 million, and commercial real estate non-owner occupied loans of $1.0 million. The respective decreases in commercial and industrial loans and commercial real estate non-owner occupied loans in non-accrual status since December 31, 2021 were primarily due to principal paydowns, settlements, and charge-offs associated with five relationships. The Company considers non-accrual loans to be collateral-dependent unless there are underlying mitigating circumstances, such as expected cash flow recovery. 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 . There were two TDRs granted during the three months ended June 30, 2022 with a balance at date of extension of $3.0 million and a balance at June 30, 2022 of $3.0 million that do not qualify for the CARES Act exemption. There were three TDRs granted during the six months ended June 30, 2022 with a balance at date of extension of $3.6 million and a balance at June 30, 2022 of $3.1 million that do not qualify for the CARES Act exemption. During the three and six months ended June 30, 2021 there was one TDR granted with a balance at date of extension of $0.7 million and a balance at June 30, 2021 of $0.7 million that did not qualify for the CARES Act exemption. The Bank had no unadvanced commitments to borrowers whose loans had been restructured in TDRs at June 30, 2022 and nominal unadvanced commitments to such borrowers at December 31, 2021. There were no TDRs granted during the twelve months preceding June 30, 2022 and 2021 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 Total Past Current Total Past Due June 30, 2022 30-59 Days 60-89 Days 90 Days or More Due Loans Loans Loans 90 Days or More Commercial real estate: Non-owner occupied $ — $ — $ 198 $ 198 $ 1,910,938 $ 1,911,136 $ — Owner occupied 3,020 36 83 3,139 1,348,353 1,351,492 — Commercial and industrial 9,086 59 8,025 17,170 1,768,946 1,786,116 — Construction and land development 4,288 116 — 4,404 917,643 922,047 — 1-4 family residential 4,709 1,551 5,876 12,136 1,456,826 1,468,962 102 Consumer 191 15 18 224 27,638 27,862 — Broker-dealer — — — — 463,004 463,004 — $ 21,294 $ 1,777 $ 14,200 $ 37,271 $ 7,893,348 $ 7,930,619 $ 102 Accruing Loans 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 In addition to the loans shown in the tables above, PrimeLending had $82.3 million and $60.7 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $82.8 million and $61.7 million, respectively) that were 90 days past due and accruing interest at June 30, 2022 and December 31, 2021, 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 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 June 30, 2022, PrimeLending had $36.1 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 (iv) general economic conditions in state and local markets. The Company defines classified loans as loans with a risk rating of substandard, doubtful or loss. There have been no changes to the risk rating internal grades utilized for commercial loans as described in detail in Note 6 to the consolidated financial statements in the Company’s 2021 Form 10-K. 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 2017 and June 30, 2022 2022 2021 2020 2019 2018 Prior Revolving Total Commercial real estate: non-owner occupied Internal Grade 1-3 (Pass low risk) $ 44,621 $ 74,976 $ 20,075 $ 9,882 $ 8,788 $ 11,757 $ 2 $ 170,101 Internal Grade 4-7 (Pass normal risk) 284,152 296,372 143,410 115,193 41,986 80,885 28,181 990,179 Internal Grade 8-11 (Pass high risk and watch) 82,153 166,149 181,713 81,382 72,866 92,202 1,550 678,015 Internal Grade 12 (Special mention) — — — — — — — — Internal Grade 13 (Substandard accrual) 37,929 14,659 4,093 8,222 25 6,657 — 71,585 Internal Grade 14 (Substandard non-accrual) — 403 — — — 853 — 1,256 Commercial real estate: owner occupied Internal Grade 1-3 (Pass low risk) $ 24,732 $ 111,984 $ 58,631 $ 18,662 $ 13,920 $ 60,532 $ 6,002 $ 294,463 Internal Grade 4-7 (Pass normal risk) 128,192 178,018 96,688 88,070 93,945 73,876 13,760 672,549 Internal Grade 8-11 (Pass high risk and watch) 45,893 70,970 92,234 30,607 63,765 30,528 13,571 347,568 Internal Grade 12 (Special mention) — — — — — — — — Internal Grade 13 (Substandard accrual) 4,185 487 6,090 3,029 6,246 13,184 — 33,221 Internal Grade 14 (Substandard non-accrual) 108 893 — (4) 335 2,359 — 3,691 Commercial and industrial Internal Grade 1-3 (Pass low risk) $ 17,214 $ 29,527 $ 28,377 $ 23,373 $ 2,385 $ 2,819 $ 41,940 $ 145,635 Internal Grade 4-7 (Pass normal risk) 111,653 136,239 70,470 17,397 12,734 18,508 367,904 734,905 Internal Grade 8-11 (Pass high risk and watch) 53,684 81,940 53,889 20,382 3,850 5,998 268,569 488,312 Internal Grade 12 (Special mention) 92 — — — — — — 92 Internal Grade 13 (Substandard accrual) 3,220 1,910 7,413 6,175 7,624 7,377 9,433 43,152 Internal Grade 14 (Substandard non-accrual) 241 1,442 11,094 — 229 309 — 13,315 Construction and land development Internal Grade 1-3 (Pass low risk) $ 9,291 $ 18,711 $ 22,587 $ 929 $ 1,514 $ 3,151 $ — $ 56,183 Internal Grade 4-7 (Pass normal risk) 172,579 283,798 51,938 15,522 3,381 2,208 60,345 589,771 Internal Grade 8-11 (Pass high risk and watch) 93,777 102,553 32,549 862 118 1,596 15,517 246,972 Internal Grade 12 (Special mention) — — — — — — — — Internal Grade 13 (Substandard accrual) — 1,328 — 23 — 5,276 — 6,627 Internal Grade 14 (Substandard non-accrual) — — — — — 1 — 1 Construction and land development - individuals FICO less than 620 $ — $ — $ — $ — $ — $ — $ — $ — FICO between 620 and 720 530 72 — — 993 — — 1,595 FICO greater than 720 11,714 5,822 55 — — — — 17,591 Substandard non-accrual — — — — — — — — Other (1) 3,133 174 — — — — — 3,307 1-4 family residential FICO less than 620 $ 204 $ 814 $ 784 $ 834 $ 3,561 $ 23,679 $ 253 $ 30,129 FICO between 620 and 720 3,130 14,876 8,634 5,992 6,269 28,804 2,715 70,420 FICO greater than 720 194,965 816,610 111,904 48,471 30,196 54,972 3,279 1,260,397 Substandard non-accrual — — (1) — 266 13,097 — 13,362 Other (1) 54,621 28,516 3,146 2,503 583 4,705 580 94,654 Consumer FICO less than 620 $ 1,288 $ 411 $ 138 $ 83 $ 15 $ 47 $ 336 $ 2,318 FICO between 620 and 720 2,824 2,020 670 573 44 401 1,809 8,341 FICO greater than 720 3,184 2,063 1,614 542 120 2 3,072 10,597 Substandard non-accrual — — — — — 19 — 19 Other (1) 3,627 1,924 492 241 8 25 270 6,587 Total loans with credit quality measures $ 1,392,936 $ 2,445,661 $ 1,008,687 $ 498,945 $ 375,766 $ 545,827 $ 839,088 $ 7,106,910 Commercial and industrial (mortgage warehouse lending) $ 344,662 Commercial and industrial (Paycheck Protection Program loans) $ 7,016 Commercial and industrial (loans accounted for at fair value) $ 9,027 Broker-Dealer (margin loans and correspondent receivables) $ 463,004 Total loans held for investment $ 7,930,619 (1) Loans classified in this category were assigned a FICO score for credit modeling purposes. |