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 real estate (including construction and land development), wholesale/retail trade, agribusiness and energy. 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, December 31, 2022 2021 Commercial real estate $ 3,245,873 $ 3,042,729 Commercial and industrial (1) 1,639,980 1,875,420 Construction and land development 980,896 892,783 1-4 family residential 1,767,099 1,303,430 Consumer 27,602 32,349 Broker-dealer (2) 431,223 733,193 8,092,673 7,879,904 Allowance for credit losses (95,442) (91,352) Total loans held for investment, net of allowance $ 7,997,231 $ 7,788,552 (1) Included loans totaling $77.7 million at December 31, 2021 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, 2022 December 31, 2021 Interest Income Recognized With With No With With No Year Ended December 31, Allowance Allowance Total Allowance Allowance Total 2022 2021 2020 Commercial real estate: Non-owner occupied $ 688 $ 562 $ 1,250 $ 413 $ 1,853 $ 2,266 $ 483 $ 378 $ 1,364 Owner occupied 2,862 157 3,019 3,058 1,277 4,335 556 648 295 Commercial and industrial 3,727 5,368 9,095 16,536 5,942 22,478 1,099 2,585 2,362 Construction and land development 1 — 1 2 — 2 29 202 110 1-4 family residential 433 10,862 11,295 902 17,306 18,208 3,420 3,721 1,568 Consumer 14 — 14 23 — 23 — (120) 122 Broker-dealer — — — — — — — — — $ 7,725 $ 16,949 $ 24,674 $ 20,934 $ 26,378 $ 47,312 $ 5,587 $ 7,414 $ 5,821 At December 31, 2022 and 2021, $4.8 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 December 31, 2022, by $22.6 million. The change in non-accrual loans was primarily due to decreases in commercial and industrial loans of $13.4 million, 1-4 family residential loans of $6.9 million, and commercial real estate owner occupied loans of $1.3 million. The decrease in non-accrual commercial and industrial loans was due to $11.8 million in loan payoffs and paydowns and $4.6 million in charge-offs, partially offset by $3.0 million in additional loans placed on non-accrual status. The decrease in non-accrual 1-4 family residential loans was primarily due to $4.3 million of loans that were returned to accrual status and $3.5 million in loan payoffs and paydowns. 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, 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 . Information regarding TDRs granted during 2022, 2021, and 2020 that did not qualify for the CARES Act exemption is shown in the following table (dollars in thousands). Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 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 2 2,743 2,072 1 725 713 — — — Commercial and industrial 1 873 734 — — — 3 9,464 4,116 Construction and land development — — — — — — — — — 1-4 family residential — — — — — — 5 438 438 Consumer — — — — — — — — — Broker-dealer — — — — — — — — — 3 $ 3,616 $ 2,806 1 $ 725 $ 713 8 $ 9,902 $ 4,554 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 2022, 2021 or 2020. At December 31, 2022 and 2021, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs. There were two TDRs totaling $2.2 million granted during the twelve months preceding December 31, 2022 for which a payment was at least 30 days past due. The $2.2 million included one commercial real estate owner occupied loan of $2.1 million and one 1-4 family residential loan of $0.1 million. There were no TDRs granted during the twelve months preceding December 31, 2021 or 2020 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 December 31, 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 $ 567 $ — $ 235 $ 802 $ 1,869,750 $ 1,870,552 $ — Owner occupied 1,037 2,880 — 3,917 1,371,404 1,375,321 — Commercial and industrial 609 82 5,598 6,289 1,633,691 1,639,980 49 Construction and land development 3,665 — — 3,665 977,231 980,896 — 1-4 family residential 9,733 773 4,467 14,973 1,752,126 1,767,099 1 Consumer 177 7 14 198 27,404 27,602 1 Broker-dealer — — — — 431,223 431,223 — $ 15,788 $ 3,742 $ 10,314 $ 29,844 $ 8,062,829 $ 8,092,673 $ 51 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 $92.0 million and $60.7 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $92.4 million and $61.7 million, respectively) that were 90 days past due and accruing interest at December 31, 2022 and 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 were experiencing temporary hardship due to the effects of COVID-19. These short-term modifications generally met the criteria of the CARES Act and, therefore, were 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. At December 31, 2022, the Company had no loans remaining under the COVID-19 payment deferral program. 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, 2022, PrimeLending had $43.8 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 2017 and December 31, 2022 2022 2021 2020 2019 2018 Prior Revolving Total Commercial real estate: non-owner occupied Internal Grade 1-3 (Pass low risk) $ 49,168 $ 71,349 $ 20,340 $ 7,967 $ 3,882 $ 7,834 $ 1 $ 160,541 Internal Grade 4-7 (Pass normal risk) 355,211 338,276 131,470 82,524 44,138 47,723 53,886 1,053,228 Internal Grade 8-11 (Pass high risk and watch) 98,068 131,054 129,128 61,080 48,085 76,735 12,604 556,754 Internal Grade 12 (Special mention) — — — — — — — — Internal Grade 13 (Substandard accrual) 73,578 14,794 1,627 8,042 — 738 — 98,779 Internal Grade 14 (Substandard non-accrual) — 395 — — — 855 — 1,250 Commercial real estate: owner occupied Internal Grade 1-3 (Pass low risk) $ 20,666 $ 101,673 $ 60,303 $ 20,453 $ 13,033 $ 62,397 $ 4,742 $ 283,267 Internal Grade 4-7 (Pass normal risk) 188,833 193,614 81,937 80,572 85,674 48,216 15,189 694,035 Internal Grade 8-11 (Pass high risk and watch) 83,827 67,387 91,528 29,250 58,676 25,881 6,762 363,311 Internal Grade 12 (Special mention) — 94 454 — — — — 548 Internal Grade 13 (Substandard accrual) 2,240 2,794 5,994 2,826 2,762 14,525 — 31,141 Internal Grade 14 (Substandard non-accrual) 174 680 — — — 2,165 — 3,019 Commercial and industrial Internal Grade 1-3 (Pass low risk) $ 31,517 $ 28,724 $ 23,292 $ 5,626 $ 1,289 $ 2,086 $ 51,720 $ 144,254 Internal Grade 4-7 (Pass normal risk) 148,449 146,330 48,756 25,523 8,666 10,846 349,161 737,731 Internal Grade 8-11 (Pass high risk and watch) 146,941 50,878 30,107 15,734 2,114 9,557 242,413 497,744 Internal Grade 12 (Special mention) — — — 3,254 — — 202 3,456 Internal Grade 13 (Substandard accrual) 2,160 4,041 6,393 4,143 3,500 2,993 14,421 37,651 Internal Grade 14 (Substandard non-accrual) 240 196 6,162 — 2,200 297 — 9,095 Construction and land development Internal Grade 1-3 (Pass low risk) $ 23,803 $ 7,419 $ 424 $ 870 $ 443 $ 2,609 $ 1 $ 35,569 Internal Grade 4-7 (Pass normal risk) 364,342 171,250 33,189 2,602 3,686 1,897 39,653 616,619 Internal Grade 8-11 (Pass high risk and watch) 203,560 51,400 17,397 2,454 — 1,349 19,694 295,854 Internal Grade 12 (Special mention) — — — — — — — — Internal Grade 13 (Substandard accrual) 5,249 — — — — — — 5,249 Internal Grade 14 (Substandard non-accrual) — — — — — 1 — 1 Construction and land development - individuals FICO less than 620 $ — $ — $ — $ — $ — $ — $ — $ — FICO between 620 and 720 1,214 — — — 969 — — 2,183 FICO greater than 720 18,820 824 54 — — — — 19,698 Substandard non-accrual — — — — — — — — Other (1) 5,723 — — — — — — 5,723 1-4 family residential FICO less than 620 $ 1,202 $ 723 $ 774 $ 508 $ 3,514 $ 21,302 $ 259 $ 28,282 FICO between 620 and 720 9,267 12,893 8,424 5,003 5,957 25,616 3,958 71,118 FICO greater than 720 518,003 785,766 106,067 45,511 28,060 45,644 3,320 1,532,371 Substandard non-accrual — — — — 254 11,041 — 11,295 Other (1) 95,054 18,371 1,602 2,363 571 4,003 2,069 124,033 Consumer FICO less than 620 $ 1,317 $ 222 $ 107 $ 29 $ 1 $ 12 $ 363 $ 2,051 FICO between 620 and 720 4,017 922 514 374 31 371 1,922 8,151 FICO greater than 720 5,033 1,441 1,133 351 69 — 2,770 10,797 Substandard non-accrual — — — — — 14 — 14 Other (1) 5,215 690 383 83 2 18 198 6,589 Total loans with credit quality measures $ 2,462,891 $ 2,204,200 $ 807,559 $ 407,142 $ 317,576 $ 426,725 $ 825,308 $ 7,451,401 Commercial and industrial (mortgage warehouse lending) $ 200,868 Commercial and industrial (loans accounted for at fair value) $ 9,181 Broker-Dealer (margin loans and correspondent receivables) $ 431,223 Total loans held for investment $ 8,092,673 (1) Loans classified in this category were assigned a FICO score based on various factors specific to the borrower for credit modeling purposes. |