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). September 30, December 31, 2022 2021 Commercial real estate $ 3,313,911 $ 3,042,729 Commercial and industrial (1) 1,668,209 1,875,420 Construction and land development 934,915 892,783 1-4 family residential 1,595,270 1,303,430 Consumer 29,439 32,349 Broker-dealer (2) 402,502 733,193 7,944,246 7,879,904 Allowance for credit losses (91,783) (91,352) Total loans held for investment, net of allowance $ 7,852,463 $ 7,788,552 (1) Included loans totaling $1.1 million and $77.7 million at September 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 September 30, 2022 December 31, 2021 Interest Income Recognized With With No With With No Three Months Ended September 30, Nine Months Ended September 30, Allowance Allowance Total Allowance Allowance Total 2022 2021 2022 2021 Commercial real estate: Non-owner occupied $ 1,171 $ 95 $ 1,266 $ 413 $ 1,853 $ 2,266 $ 265 $ 76 $ 422 $ 204 Owner occupied 3,469 — 3,469 3,058 1,277 4,335 88 345 505 574 Commercial and industrial 10,745 1,333 12,078 16,536 5,942 22,478 303 179 930 653 Construction and land development 1 — 1 2 — 2 7 13 22 48 1-4 family residential 724 12,124 12,848 902 17,306 18,208 561 796 2,286 2,837 Consumer 16 — 16 23 — 23 — 1 — (120) Broker-dealer — — — — — — — — — — $ 16,126 $ 13,552 $ 29,678 $ 20,934 $ 26,378 $ 47,312 $ 1,224 $ 1,410 $ 4,165 $ 4,196 At September 30, 2022 and December 31, 2021, $4.1 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 September 30, 2022, by $17.6 million. The change in nonaccrual loans was primarily due to decreases in commercial and industrial loans of $10.4 million, 1-4 family residential loans of $5.4 million, and commercial real estate non-owner occupied loans of $1.0 million. The decrease in commercial and industrial loans in non-accrual status since December 31, 2021 was primarily due to principal paydowns, settlements and charge-offs associated with three relationships, partially offset by the addition of one relationship with a loan balance of $2.7 million to non-accrual status. 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, allowed 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 no TDRs granted during the three months ended September 30, 2022 and 2021. There were three TDRs granted during the nine months ended September 30, 2022 with an aggregate balance at date of extension of $3.6 million and an aggregate balance at September 30, 2022 of $2.9 million. There was one TDR granted during the nine months ended September 30, 2021 with a balance at date of extension and at September 30, 2021 of $0.7 million. The Bank had no unadvanced commitments to borrowers whose loans had been restructured in TDRs at September 30, 2022 and nominal unadvanced commitments to such borrowers at December 31, 2021. There were no TDRs granted during the twelve months preceding September 30, 2022, while there were $0.1 million TDRs granted during the twelve months preceding September 30, 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 September 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 $ — $ — $ 234 $ 234 $ 1,953,997 $ 1,954,231 $ — Owner occupied 329 — — 329 1,359,351 1,359,680 — Commercial and industrial 3,597 8 8,329 11,934 1,656,275 1,668,209 — Construction and land development 1 — — 1 934,914 934,915 — 1-4 family residential 3,687 1,431 5,046 10,164 1,585,106 1,595,270 102 Consumer 147 7 16 170 29,269 29,439 — Broker-dealer — — — — 402,502 402,502 — $ 7,761 $ 1,446 $ 13,625 $ 22,832 $ 7,921,414 $ 7,944,246 $ 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 $96.4 million and $60.7 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $96.9 million and $61.7 million, respectively) that were 90 days past due and accruing interest at September 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 September 30, 2022, PrimeLending had $49.0 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 September 30, 2022 2022 2021 2020 2019 2018 Prior Revolving Total Commercial real estate: non-owner occupied Internal Grade 1-3 (Pass low risk) $ 47,140 $ 76,592 $ 20,521 $ 8,044 $ 4,779 $ 8,142 $ 1 $ 165,219 Internal Grade 4-7 (Pass normal risk) 341,269 339,862 121,299 80,514 46,457 56,121 47,443 1,032,965 Internal Grade 8-11 (Pass high risk and watch) 82,184 138,346 182,165 82,786 67,328 83,882 11,821 648,512 Internal Grade 12 (Special mention) — — — — — — — — Internal Grade 13 (Substandard accrual) 78,037 14,543 1,637 8,133 — 3,546 373 106,269 Internal Grade 14 (Substandard non-accrual) — 399 — — — 867 — 1,266 Commercial real estate: owner occupied Internal Grade 1-3 (Pass low risk) $ 21,049 $ 113,747 $ 65,252 $ 22,938 $ 12,294 $ 64,781 $ 5,977 $ 306,038 Internal Grade 4-7 (Pass normal risk) 162,232 189,775 87,189 81,957 88,019 61,081 15,966 686,219 Internal Grade 8-11 (Pass high risk and watch) 56,849 66,290 87,346 29,326 64,755 27,447 3,200 335,213 Internal Grade 12 (Special mention) — — — — — — — — Internal Grade 13 (Substandard accrual) 4,143 430 6,042 2,847 3,425 11,854 — 28,741 Internal Grade 14 (Substandard non-accrual) 14 868 — (4) 330 2,261 — 3,469 Commercial and industrial Internal Grade 1-3 (Pass low risk) $ 29,353 $ 27,282 $ 26,549 $ 6,945 $ 1,994 $ 2,313 $ 50,244 $ 144,680 Internal Grade 4-7 (Pass normal risk) 135,610 142,831 51,782 29,790 10,412 16,103 349,402 735,930 Internal Grade 8-11 (Pass high risk and watch) 88,284 67,652 53,440 18,638 3,141 7,918 274,261 513,334 Internal Grade 12 (Special mention) 86 — — 453 — — 2,654 3,193 Internal Grade 13 (Substandard accrual) 671 2,972 7,150 3,839 3,917 3,160 4,248 25,957 Internal Grade 14 (Substandard non-accrual) 308 85 7,882 — 3,500 303 — 12,078 Construction and land development Internal Grade 1-3 (Pass low risk) $ 12,673 $ 15,535 $ 1,341 $ 889 $ 1,047 $ 2,984 $ 1 $ 34,470 Internal Grade 4-7 (Pass normal risk) 272,658 210,391 63,325 13,191 3,252 1,947 48,263 613,027 Internal Grade 8-11 (Pass high risk and watch) 148,054 74,383 16,404 325 — 1,479 15,352 255,997 Internal Grade 12 (Special mention) — — — — — — — — Internal Grade 13 (Substandard accrual) 1,019 — — — — 5,262 — 6,281 Internal Grade 14 (Substandard non-accrual) — — — — — 1 — 1 Construction and land development - individuals FICO less than 620 $ — $ — $ — $ — $ — $ — $ — $ — FICO between 620 and 720 781 223 — — 981 — — 1,985 FICO greater than 720 14,969 3,933 54 — — — — 18,956 Substandard non-accrual — — — — — — — — Other (1) 4,198 — — — — — — 4,198 1-4 family residential FICO less than 620 $ 1,184 $ 733 $ 779 $ 541 $ 3,538 $ 21,699 $ 266 $ 28,740 FICO between 620 and 720 6,077 13,805 8,530 5,265 6,013 26,482 3,705 69,877 FICO greater than 720 334,135 806,223 109,048 46,361 29,057 48,786 3,171 1,376,781 Substandard non-accrual — — (1) — 260 12,589 — 12,848 Other (1) 78,521 18,571 1,616 2,403 577 4,082 1,254 107,024 Consumer FICO less than 620 $ 1,349 $ 332 $ 123 $ 48 $ 7 $ 15 $ 351 $ 2,225 FICO between 620 and 720 3,226 1,736 575 453 35 378 1,923 8,326 FICO greater than 720 5,843 1,705 1,283 413 85 1 3,201 12,531 Substandard non-accrual — — — — — 16 — 16 Other (1) 4,296 1,326 464 89 5 18 143 6,341 Total loans with credit quality measures $ 1,936,212 $ 2,330,570 $ 921,795 $ 446,184 $ 355,208 $ 475,518 $ 843,220 $ 7,308,707 Commercial and industrial (mortgage warehouse lending) $ 223,028 Commercial and industrial (Paycheck Protection Program loans) $ 1,097 Commercial and industrial (loans accounted for at fair value) $ 8,912 Broker-Dealer (margin loans and correspondent receivables) $ 402,502 Total loans held for investment $ 7,944,246 (1) Loans classified in this category were assigned a FICO score for credit modeling purposes. |