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 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). March 31, December 31, 2023 2022 Commercial real estate $ 3,209,879 $ 3,245,873 Commercial and industrial 1,709,314 1,639,980 Construction and land development 1,084,951 980,896 1-4 family residential 1,800,313 1,767,099 Consumer 26,802 27,602 Broker-dealer (1) 361,587 431,223 8,192,846 8,092,673 Allowance for credit losses (97,354) (95,442) Total loans held for investment, net of allowance $ 8,095,492 $ 7,997,231 (1) Primarily represents margin loans to customers and correspondents associated with broker-dealer segment operations. Past Due Loans and Nonaccrual Loans 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 March 31, 2023 30-59 Days 60-89 Days 90 Days or More Due Loans Loans Loans 90 Days or More Commercial real estate: Non-owner occupied $ 511 $ — $ 36 $ 547 $ 1,832,126 $ 1,832,673 $ — Owner occupied 49 179 — 228 1,376,978 1,377,206 — Commercial and industrial 9,261 103 5,404 14,768 1,694,546 1,709,314 49 Construction and land development 2,033 — — 2,033 1,082,918 1,084,951 — 1-4 family residential 7,958 1,273 3,052 12,283 1,788,030 1,800,313 1 Consumer 88 5 12 105 26,697 26,802 1 Broker-dealer — — — — 361,587 361,587 — $ 19,900 $ 1,560 $ 8,504 $ 29,964 $ 8,162,882 $ 8,192,846 $ 51 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 In addition to the loans shown in the tables above, PrimeLending had $114.5 million and $92.0 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $114.8 million and $92.4 million, respectively) that were 90 days past due and accruing interest at March 31, 2023 and December 31, 2022, respectively. These loans are guaranteed by U.S. government agencies and include loans that are subject to repurchase, or have been repurchased, by PrimeLending. An analysis of the aging of the Company’s loan portfolio that have been modified during the three months ended March 31, 2023 is shown in the following table (in thousands). Modified Loans Past Due Total Modified March 31, 2023 30-59 Days 60-89 Days 90 Days or More Past Due Loans Commercial real estate: Non-owner occupied $ — $ — $ — $ — Owner occupied — — — — Commercial and industrial 941 — — 941 Construction and land development — — — — 1-4 family residential — — — — Consumer — — — — Broker-dealer — — — — Total $ 941 $ — $ — $ 941 The following table provides details associated with non-accrual loans, excluding those classified as held for sale (in thousands). Non-accrual Loans March 31, 2023 December 31, 2022 Interest Income Recognized With With No With With No Three Months Ended March 31, Allowance Allowance Total Allowance Allowance Total 2023 2022 Commercial real estate: Non-owner occupied $ 481 $ 557 $ 1,038 $ 688 $ 562 $ 1,250 $ 123 $ 97 Owner occupied 778 157 935 2,862 157 3,019 63 83 Commercial and industrial 3,217 7,590 10,807 3,727 5,368 9,095 131 188 Construction and land development 1 — 1 1 — 1 7 7 1-4 family residential 256 10,049 10,305 433 10,862 11,295 456 421 Consumer 12 — 12 14 — 14 — — Broker-dealer — — — — — — — — $ 4,745 $ 18,353 $ 23,098 $ 7,725 $ 16,949 $ 24,674 $ 780 $ 796 At March 31, 2023 and December 31, 2022, $4.3 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 decreased from December 31, 2022 to March 31, 2023 by $1.6 million. The change in nonaccrual loans was primarily due to decreases in commercial real estate owner occupied loans of $2.1 million and 1-4 family residential loans of $1.0 million, partially offset by an increase in commercial and industrial loans of $1.7 million. The decrease in commercial real estate non-owner occupied loans in non-accrual status since December 31, 2022 was primarily due to the foreclosure of one office property in Texas. The increase in commercial and industrial loans was primarily due to the addition of one relationship with a loan balance of $2.7 million to non-accrual status since December 31, 2022, partially offset by principal paydowns. 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. Loan Modifications As previously discussed, as of January 1, 2023, the Company adopted the new guidance which eliminated the recognition and measurement guidance on TDRs for creditors, and requires enhanced disclosures about loan modifications for borrowers experiencing financial difficulty. 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. The following table presents the amortized cost basis of the loans held for investment modified for borrowers experiencing financial difficulty grouped by portfolio segment and type of modification granted (in thousands). Total Modifications as a Interest Rate Term Principal Payment % of Portfolio March 31, 2023 Reduction Extension Forgiveness Delay Segment Commercial real estate: Non-owner occupied $ — $ 37,972 $ — $ — 2.1 % Owner occupied — 2,235 — — 0.2 % Commercial and industrial — 1,364 — 3,000 0.3 % Construction and land development — — — — — % 1-4 family residential — — — — — % Consumer — — — — — % Broker-Dealer — — — — — % Total $ — $ 41,571 $ — $ 3,000 0.5 % The following table presents the financial effects of the loans held for investment modified for borrowers experiencing financial difficulty (in thousands). Weighted-Average Term Extension March 31, 2023 (in months) Commercial real estate: Non-owner occupied 13 Owner occupied 35 Commercial and industrial 9 Construction and land development — 1-4 family residential — Consumer — Broker-Dealer — Total 14 Additionally, the Company granted temporary forbearance to borrowers of a federally backed mortgage loan experiencing financial hardship due, directly or indirectly, to the recent 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 March 31, 2023, PrimeLending had $64.6 million of loans subject to repurchase under a forbearance agreement related to delinquencies on or after April 1, 2020. Troubled Debt Restructurings During the three months ended March 31, 2022 there was one TDR granted with a balance at date of extension of $0.6 million and a balance at March 31, 2022 of $0.6 million. The Bank had no unadvanced commitments to borrowers whose loans had been restructured in TDRs at March 31, 2022. There were no TDRs granted during the twelve months preceding March 31, 2022 for which a payment was at least 30 days past due. Credit Risk Profile 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 2022 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 Loans 2018 and Converted to March 31, 2023 2023 2022 2021 2020 2019 Prior Revolving Term Loans Total Commercial real estate: non-owner occupied Internal Grade 1-3 (Pass low risk) $ — $ 47,642 $ 75,314 $ 10,093 $ 7,890 $ 10,963 $ 1 $ 200 $ 152,103 Internal Grade 4-7 (Pass normal risk) 25,972 336,202 339,596 111,670 84,880 77,875 48,790 — 1,024,985 Internal Grade 8-11 (Pass high risk and watch) 41,444 99,995 128,434 119,618 49,829 113,843 13,604 — 566,767 Internal Grade 12 (Special mention) — — — — — — — — — Internal Grade 13 (Substandard accrual) 41,518 19,129 14,670 1,614 10,137 712 — — 87,780 Internal Grade 14 (Substandard non-accrual) — — 389 — — 649 — — 1,038 Current period gross charge-offs — — — — — — — — — Commercial real estate: owner occupied Internal Grade 1-3 (Pass low risk) $ 10,678 $ 20,488 $ 83,177 $ 57,631 $ 15,774 $ 70,007 $ 4,354 $ — $ 262,109 Internal Grade 4-7 (Pass normal risk) 36,478 175,809 197,176 80,169 75,569 130,435 15,836 — 711,472 Internal Grade 8-11 (Pass high risk and watch) 13,992 91,490 66,280 90,680 24,731 74,694 7,160 — 369,027 Internal Grade 12 (Special mention) — — — — 1,783 — — — 1,783 Internal Grade 13 (Substandard accrual) 2,235 5,867 2,810 6,394 1,073 13,501 — — 31,880 Internal Grade 14 (Substandard non-accrual) — 173 672 — — 90 — — 935 Current period gross charge-offs — — — — — 977 — — 977 Commercial and industrial Internal Grade 1-3 (Pass low risk) $ 4,723 $ 35,177 $ 34,665 $ 22,229 $ 5,280 $ 2,982 $ 41,278 $ — $ 146,334 Internal Grade 4-7 (Pass normal risk) 30,825 109,777 141,241 43,917 25,449 15,788 323,388 265 690,650 Internal Grade 8-11 (Pass high risk and watch) 31,697 138,837 47,164 30,107 12,490 9,159 278,502 1,518 549,474 Internal Grade 12 (Special mention) — — — — — — — — — Internal Grade 13 (Substandard accrual) — 5,730 3,410 6,203 4,006 6,246 15,968 26,705 68,268 Internal Grade 14 (Substandard non-accrual) — 209 171 5,314 — 2,446 2,667 — 10,807 Current period gross charge-offs — 34 — — 25 — — — 59 Construction and land development Internal Grade 1-3 (Pass low risk) $ 512 $ 21,714 $ 7,725 $ 408 $ 850 $ 2,956 $ — $ — $ 34,165 Internal Grade 4-7 (Pass normal risk) 75,718 338,646 171,342 32,119 909 3,477 40,251 — 662,462 Internal Grade 8-11 (Pass high risk and watch) 55,352 233,869 38,942 14,303 2,426 1,238 15,546 — 361,676 Internal Grade 12 (Special mention) — — — — — — — — — Internal Grade 13 (Substandard accrual) — 2,059 — — — — — — 2,059 Internal Grade 14 (Substandard non-accrual) — — — — — — — — — Current period gross charge-offs — — — — — — — — — Construction and land development - individuals FICO less than 620 $ — $ — $ — $ — $ — $ — $ — $ — $ — FICO between 620 and 720 1,263 2,466 — — — 957 — — 4,686 FICO greater than 720 5,306 14,048 122 53 — — — — 19,529 Substandard non-accrual — — — — — — — — — Other (1) (1) 375 — — — — — — 374 Current period gross charge-offs — — — — — — — — — 1-4 family residential FICO less than 620 $ — $ 1,475 $ 710 $ 768 $ 408 $ 24,602 $ 251 $ — $ 28,214 FICO between 620 and 720 1,006 20,158 13,144 8,313 4,959 30,446 1,214 — 79,240 FICO greater than 720 59,086 576,614 776,329 103,300 43,510 70,756 3,876 59 1,633,530 Substandard non-accrual — 542 — — — 9,763 — — 10,305 Other (1) 1,955 24,279 15,595 1,405 2,317 3,469 4 — 49,024 Current period gross charge-offs — — — — — 73 — — 73 Consumer FICO less than 620 $ 148 $ 1,101 $ 199 $ 100 $ 23 $ 6 $ 357 $ — $ 1,934 FICO between 620 and 720 1,836 2,868 778 451 287 52 1,940 6 8,218 FICO greater than 720 849 4,250 1,304 1,001 276 47 2,277 — 10,004 Substandard non-accrual — — — — — 12 — — 12 Other (1) 1,508 3,949 560 350 77 17 173 — 6,634 Current period gross charge-offs — 54 — 4 2 9 — — 69 Total loans with credit quality measures $ 444,100 $ 2,334,938 $ 2,161,919 $ 748,210 $ 374,933 $ 677,188 $ 817,437 $ 28,753 $ 7,587,478 Commercial and industrial (mortgage warehouse lending) $ 234,344 Commercial and industrial (loans accounted for at fair value) $ 9,437 Broker-Dealer (margin loans and correspondent receivables) $ 361,587 Total loans held for investment $ 8,192,846 (1) Loans classified in this category were assigned a FICO score for credit modeling purposes. |