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). June 30, December 31, 2023 2022 Commercial real estate $ 3,275,910 $ 3,245,873 Commercial and industrial 1,797,639 1,639,980 Construction and land development 1,083,103 980,896 1-4 family residential 1,811,362 1,767,099 Consumer 26,664 27,602 Broker-dealer (1) 359,444 431,223 8,354,122 8,092,673 Allowance for credit losses (109,306) (95,442) Total loans held for investment, net of allowance $ 8,244,816 $ 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 June 30, 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 $ 8,003 $ — $ 34 $ 8,037 $ 1,862,164 $ 1,870,201 $ — Owner occupied 4,964 2,247 12 7,223 1,398,486 1,405,709 — Commercial and industrial 14,002 59 4,641 18,702 1,778,937 1,797,639 49 Construction and land development 1,647 — — 1,647 1,081,456 1,083,103 — 1-4 family residential 3,097 1,506 3,338 7,941 1,803,421 1,811,362 1 Consumer 47 1 9 57 26,607 26,664 1 Broker-dealer — — — — 359,444 359,444 — $ 31,760 $ 3,813 $ 8,034 $ 43,607 $ 8,310,515 $ 8,354,122 $ 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 $130.0 million and $92.0 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $130.3 million and $92.4 million, respectively) that were 90 days past due and accruing interest at June 30, 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. The following table provides details associated with non-accrual loans, excluding those classified as held for sale (in thousands). Non-accrual Loans June 30, 2023 December 31, 2022 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 2023 2022 2023 2022 Commercial real estate: Non-owner occupied $ 472 $ 1,984 $ 2,456 $ 688 $ 562 $ 1,250 $ 58 $ 60 $ 181 $ 157 Owner occupied 767 329 1,096 2,862 157 3,019 261 334 324 417 Commercial and industrial 582 20,860 21,442 3,727 5,368 9,095 138 439 269 627 Construction and land development 395 — 395 1 — 1 29 8 36 15 1-4 family residential 407 9,390 9,797 433 10,862 11,295 379 1,304 835 1,725 Consumer 9 — 9 14 — 14 — — — — Broker-dealer — — — — — — — — — — $ 2,632 $ 32,563 $ 35,195 $ 7,725 $ 16,949 $ 24,674 $ 865 $ 2,145 $ 1,645 $ 2,941 At June 30, 2023 and December 31, 2022, $3.8 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. As shown in the table above, loans accounted for on a non-accrual basis increased from December 31, 2022 to June 30, 2023 by $10.5 million. The change in non-accrual loans was primarily due to increases in commercial and industrial loans of $12.3 million, partially offset by decreases in 1-4 family residential loans of $1.5 million and commercial real estate owner occupied loans of $1.9 million. The increase in commercial and industrial loans was primarily due to the addition of two relationships with an aggregate loan balance of $14.2 million to non-accrual status since December 31, 2022, partially offset by principal paydowns. The decrease in commercial real estate owner occupied loans in non-accrual status since December 31, 2022 was primarily due to the foreclosure of one office property in Texas. 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 June 30, 2023 Reduction Extension Forgiveness Delay Segment Commercial real estate: Non-owner occupied $ — $ 43,538 $ — $ — 2.3 % Owner occupied — 2,214 — — 0.2 % Commercial and industrial — 11,383 — 2,960 0.8 % Construction and land development — 308 — — 0.0 % 1-4 family residential — — — — — % Consumer — — — — — % Broker-Dealer — — — — — % Total $ — $ 57,443 $ — $ 2,960 0.7 % 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 June 30, 2023 (in months) Commercial real estate: Non-owner occupied 25 Owner occupied 35 Commercial and industrial 8 Construction and land development 9 1-4 family residential — Consumer — Broker-Dealer — Total 22 There were no loans that have been modified during the six months ended June 30, 2023 for which a payment was at least 30 days past due. Troubled Debt Restructurings During the three months ended June 30, 2022 there were two TDRs granted with a balance at date of extension of $3.0 million and a balance at June 30, 2022 of $3.0 million. During the six months ended June 30, 2022 there were three TDRs granted with a balance at date of extension of $3.6 million and a balance at June 30, 2022 of $3.1 million. The Bank had no unadvanced commitments to borrowers whose loans had been restructured in TDRs at June 30, 2022. There were no TDRs granted during the twelve months preceding June 30, 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 June 30, 2023 2023 2022 2021 2020 2019 Prior Revolving Term Loans Total Commercial real estate: non-owner occupied Internal Grade 1-3 (Pass low risk) $ 657 $ 37,424 $ 33,322 $ 8,877 $ 7,813 $ 6,905 $ 51 $ 194 $ 95,243 Internal Grade 4-7 (Pass normal risk) 90,911 298,895 395,438 128,334 75,641 61,348 33,100 1,807 1,085,474 Internal Grade 8-11 (Pass high risk and watch) 54,971 150,585 112,274 92,970 55,209 114,396 14,676 847 595,928 Internal Grade 12 (Special mention) — — — — — — — — — Internal Grade 13 (Substandard accrual) 55,940 11,797 14,550 1,600 6,078 1,135 — — 91,100 Internal Grade 14 (Substandard non-accrual) — 1,442 385 — — 629 — — 2,456 Current period gross charge-offs — — — — — — — — — Commercial real estate: owner occupied Internal Grade 1-3 (Pass low risk) $ 34,739 $ 20,200 $ 110,795 $ 53,924 $ 17,513 $ 62,379 $ 2,802 $ 14,710 $ 317,062 Internal Grade 4-7 (Pass normal risk) 55,489 177,783 148,245 86,997 73,217 124,323 16,804 — 682,858 Internal Grade 8-11 (Pass high risk and watch) 21,336 89,184 78,420 79,419 20,976 70,269 5,921 1,514 367,039 Internal Grade 12 (Special mention) — — — 638 2,781 — — — 3,419 Internal Grade 13 (Substandard accrual) 2,351 7,307 2,773 6,894 1,470 13,274 166 — 34,235 Internal Grade 14 (Substandard non-accrual) — 172 663 — — 261 — — 1,096 Current period gross charge-offs — — — — — 977 — — 977 Commercial and industrial Internal Grade 1-3 (Pass low risk) $ 10,502 $ 31,296 $ 32,937 $ 20,027 $ 20,541 $ 2,649 $ 27,000 $ — $ 144,952 Internal Grade 4-7 (Pass normal risk) 45,580 114,639 140,978 36,366 6,126 15,881 300,172 256 659,998 Internal Grade 8-11 (Pass high risk and watch) 63,626 114,686 38,346 31,942 9,237 9,175 293,752 2,465 563,229 Internal Grade 12 (Special mention) — — 140 — — — 79 — 219 Internal Grade 13 (Substandard accrual) 3,897 2,008 4,789 4,276 5,029 5,306 15,815 26,583 67,703 Internal Grade 14 (Substandard non-accrual) 84 177 162 4,616 — 2,258 10,380 3,765 21,442 Current period gross charge-offs 53 3,001 — — 25 — — — 3,079 Construction and land development Internal Grade 1-3 (Pass low risk) $ 1,729 $ 20,641 $ 10,639 $ 406 $ 833 $ 2,376 $ — $ — $ 36,624 Internal Grade 4-7 (Pass normal risk) 164,313 322,044 107,413 28,527 892 1,860 43,545 — 668,594 Internal Grade 8-11 (Pass high risk and watch) 99,990 173,112 52,808 4,417 2,399 210 9,021 — 341,957 Internal Grade 12 (Special mention) — — — — — — — — — Internal Grade 13 (Substandard accrual) — — — 10,560 — — — — 10,560 Internal Grade 14 (Substandard non-accrual) — 395 — — — — — — 395 Current period gross charge-offs — — — — — — — — — Construction and land development - individuals FICO less than 620 $ — $ — $ — $ — $ — $ — $ — $ — $ — FICO between 620 and 720 87 2,717 — — — 946 — — 3,750 FICO greater than 720 11,638 9,288 122 52 — — — — 21,100 Substandard non-accrual — — — — — — — — — Other (1) 96 27 — — — — — — 123 Current period gross charge-offs — — — — — — — — — 1-4 family residential FICO less than 620 $ 151 $ 1,464 $ 658 $ 762 $ 278 $ 24,061 $ 244 $ — $ 27,618 FICO between 620 and 720 2,752 16,849 12,901 6,828 4,880 27,801 1,749 — 73,760 FICO greater than 720 116,871 558,654 762,069 96,884 42,182 64,146 3,664 636 1,645,106 Substandard non-accrual — 537 — — — 9,260 — — 9,797 Other (1) 13,160 22,735 12,015 1,395 2,278 3,121 377 — 55,081 Current period gross charge-offs — — — — — 73 — — 73 Consumer FICO less than 620 $ 561 $ 609 $ 158 $ 93 $ 19 $ 5 $ 366 $ 2 $ 1,813 FICO between 620 and 720 2,406 2,351 633 391 220 44 1,966 8 8,019 FICO greater than 720 1,679 3,662 1,151 813 154 10 2,454 1 9,924 Substandard non-accrual — — — — — 9 — — 9 Other (1) 2,796 3,049 486 328 72 16 152 — 6,899 Current period gross charge-offs 44 54 6 5 2 11 — — 122 Total loans with credit quality measures $ 858,312 $ 2,195,729 $ 2,075,270 $ 708,336 $ 355,838 $ 624,053 $ 784,256 $ 52,788 $ 7,654,582 Commercial and industrial (mortgage warehouse lending) $ 330,382 Commercial and industrial (loans accounted for at fair value) $ 9,714 Broker-Dealer (margin loans and correspondent receivables) $ 359,444 Total loans held for investment $ 8,354,122 (1) Loans classified in this category were assigned a FICO score for credit modeling purposes. |