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). September 30, December 31, 2023 2022 Commercial real estate $ 3,285,899 $ 3,245,873 Commercial and industrial 1,662,737 1,639,980 Construction and land development 1,088,701 980,896 1-4 family residential 1,783,259 1,767,099 Consumer 26,212 27,602 Broker-dealer (1) 357,244 431,223 8,204,052 8,092,673 Allowance for credit losses (110,822) (95,442) Total loans held for investment, net of allowance $ 8,093,230 $ 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 September 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 $ 957 $ — $ — $ 957 $ 1,877,206 $ 1,878,163 $ — Owner occupied 1,072 3,893 12 4,977 1,402,759 1,407,736 — Commercial and industrial 2,032 193 3,613 5,838 1,656,899 1,662,737 — Construction and land development 4,941 1 — 4,942 1,083,759 1,088,701 — 1-4 family residential 4,269 1,804 2,706 8,779 1,774,480 1,783,259 — Consumer 41 9 8 58 26,154 26,212 — Broker-dealer — — — — 357,244 357,244 — $ 13,312 $ 5,900 $ 6,339 $ 25,551 $ 8,178,501 $ 8,204,052 $ — 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 $106.3 million and $92.0 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $106.6 million and $92.4 million, respectively) that were 90 days past due and accruing interest at September 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 September 30, 2023 December 31, 2022 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 2023 2022 2023 2022 Commercial real estate: Non-owner occupied $ 432 $ 1,943 $ 2,375 $ 688 $ 562 $ 1,250 $ 83 $ 265 $ 264 $ 422 Owner occupied 4,649 315 4,964 2,862 157 3,019 141 88 465 505 Commercial and industrial 714 9,476 10,190 3,727 5,368 9,095 1,564 303 1,833 930 Construction and land development 562 — 562 1 — 1 9 7 45 22 1-4 family residential 560 8,911 9,471 433 10,862 11,295 432 561 1,267 2,286 Consumer 7 — 7 14 — 14 — — — — Broker-dealer — — — — — — — — — — $ 6,924 $ 20,645 $ 27,569 $ 7,725 $ 16,949 $ 24,674 $ 2,229 $ 1,224 $ 3,874 $ 4,165 At September 30, 2023 and December 31, 2022, $3.9 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 September 30, 2023 by $2.9 million. The change in non-accrual loans was primarily due to increases in commercial real estate owner occupied loans of $1.9 million, commercial real estate non-owner occupied loans of $1.1 million and commercial and industrial loans of $1.1 million, partially offset by a decrease in 1-4 family residential loans of $1.8 million. The increase in commercial real estate owner occupied loans in non-accrual status was primarily due to the addition of a single relationship with an aggregate loan balance of $3.9 million since December 31, 2022, partially offset by the foreclosure of one office property in Texas. The increase in commercial real estate non-owner occupied loans in non-accrual status was primarily due to the addition of a single relationship with an aggregate loan balance of $1.4 million since December 31, 2022, partially offset by principal payoffs. The increase in commercial and industrial loans was primarily due to the addition of four relationships with an aggregate loan balance of $7.5 million to non-accrual status since December 31, 2022, partially offset by principal payoffs. The decrease in 1-4 family residential loans in non-accrual status since December 31, 2022 was primarily due to principal payoffs and foreclosures. 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 during the periods presented (in thousands). Total Modifications as a Interest Rate Term Principal Payment % of Portfolio Three Months Ended September 30, 2023 Reduction Extension Forgiveness Delay Segment Commercial real estate: Non-owner occupied $ — $ 382 $ — $ — — % Owner occupied — 12 — — — % Commercial and industrial — 11,440 — — 0.7 % Construction and land development — — — — — % 1-4 family residential — — — — — % Consumer — — — — — % Broker-dealer — — — — — % Total $ — $ 11,834 $ — $ — 0.1 % Total Modifications as a Interest Rate Term Principal Payment % of Portfolio Nine Months Ended September 30, 2023 Reduction Extension Forgiveness Delay Segment Commercial real estate: Non-owner occupied $ — $ 34,784 $ — $ — 1.9 % Owner occupied — 2,205 — — 0.2 % Commercial and industrial — 15,057 — 2,868 1.1 % Construction and land development — 286 — — — % 1-4 family residential — — — — — % Consumer — — — — — % Broker-dealer — — — — — % Total $ — $ 52,332 $ — $ 2,868 0.7 % The following table presents the financial effects of the loans held for investment modified for borrowers experiencing financial difficulty during the periods presented (in thousands). Weighted-Average Term Extension (in months) Three Months Ended Nine Months Ended September 30, 2023 September 30, 2023 Commercial real estate: Non-owner occupied 12 26 Owner occupied 24 35 Commercial and industrial 11 11 Construction and land development — 9 1-4 family residential — — Consumer — — Broker-dealer — — Total 11 22 There were no loans that have been modified during the nine months ended September 30, 2023 for which a payment was at least 30 days past due. Troubled Debt Restructurings There were no TDRs granted during the three months ended September 30, 2022. 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. The Bank had no unadvanced commitments to borrowers whose loans had been restructured in TDRs at September 30, 2022. There were no TDRs granted during the twelve months preceding September 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 September 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) $ 3,163 $ 31,616 $ 32,778 $ 17,913 $ 7,735 $ 5,594 $ (26) $ 189 $ 98,962 Internal Grade 4-7 (Pass normal risk) 129,170 286,269 370,985 118,082 69,726 48,999 34,867 16,725 1,074,823 Internal Grade 8-11 (Pass high risk and watch) 107,113 176,060 102,960 92,100 55,752 77,102 13,320 814 625,221 Internal Grade 12 (Special mention) — — — — — — — — — Internal Grade 13 (Substandard accrual) 40,821 11,736 14,108 2,553 6,812 752 — — 76,782 Internal Grade 14 (Substandard non-accrual) 382 1,414 — — — 579 — — 2,375 Current period gross charge-offs — — — — — 34 — — 34 Commercial real estate: owner occupied Internal Grade 1-3 (Pass low risk) $ 37,769 $ 30,817 $ 105,834 $ 41,817 $ 17,690 $ 45,379 $ 2,238 $ 14,321 $ 295,865 Internal Grade 4-7 (Pass normal risk) 93,484 172,896 148,564 71,022 63,119 123,573 16,538 — 689,196 Internal Grade 8-11 (Pass high risk and watch) 47,496 79,546 72,988 89,217 19,041 66,033 5,149 1,505 380,975 Internal Grade 12 (Special mention) — — — — 1,024 — — — 1,024 Internal Grade 13 (Substandard accrual) 2,546 3,384 5,166 7,548 5,656 11,314 98 — 35,712 Internal Grade 14 (Substandard non-accrual) 12 4,053 655 — — 244 — — 4,964 Current period gross charge-offs — — — — — 977 — — 977 Commercial and industrial Internal Grade 1-3 (Pass low risk) $ 19,309 $ 30,115 $ 30,538 $ 15,463 $ 20,118 $ 1,857 $ 28,897 $ 17 $ 146,314 Internal Grade 4-7 (Pass normal risk) 58,360 80,794 135,009 25,721 4,521 10,508 279,576 21,522 616,011 Internal Grade 8-11 (Pass high risk and watch) 85,308 127,147 39,601 38,824 7,464 8,063 234,197 2,688 543,292 Internal Grade 12 (Special mention) — — 132 — — — 33,841 — 33,973 Internal Grade 13 (Substandard accrual) 4,106 1,453 4,066 3,992 3,806 370 24,681 22,691 65,165 Internal Grade 14 (Substandard non-accrual) 69 370 147 1,917 — 3,776 — 3,911 10,190 Current period gross charge-offs 276 3,041 87 — 25 586 — — 4,015 Construction and land development Internal Grade 1-3 (Pass low risk) $ 5,322 $ 15,201 $ 12,927 $ — $ 812 $ 341 $ — $ — $ 34,603 Internal Grade 4-7 (Pass normal risk) 213,083 255,710 98,331 28,393 868 1,786 27,943 — 626,114 Internal Grade 8-11 (Pass high risk and watch) 141,367 163,554 46,959 4,073 2,370 232 1,436 9,486 369,477 Internal Grade 12 (Special mention) — — 373 — — — — — 373 Internal Grade 13 (Substandard accrual) 14,613 3,788 — 11,247 — — — 2,393 32,041 Internal Grade 14 (Substandard non-accrual) 277 285 — — — — — — 562 Current period gross charge-offs — — — — — — — — — Construction and land development - individuals FICO less than 620 $ — $ — $ — $ — $ — $ — $ — $ — $ — FICO between 620 and 720 2,750 867 — — — 919 — — 4,536 FICO greater than 720 17,035 3,432 121 51 — — — — 20,639 Substandard non-accrual — — — — — — — — — Other (1) 356 — — — — — — — 356 Current period gross charge-offs — — — — — — — — — 1-4 family residential FICO less than 620 $ — $ 1,457 $ 646 $ 756 $ 255 $ 23,792 $ 237 $ — $ 27,143 FICO between 620 and 720 3,333 16,876 12,627 6,739 4,837 25,693 1,714 — 71,819 FICO greater than 720 136,432 546,544 742,656 90,218 38,609 55,815 3,547 630 1,614,451 Substandard non-accrual — 534 — — — 8,937 — — 9,471 Other (1) 20,233 21,387 12,008 1,385 2,238 3,122 2 — 60,375 Current period gross charge-offs — — — — — 73 — — 73 Amortized Cost Basis by Origination Year Loans 2018 and Converted to September 30, 2023 2023 2022 2021 2020 2019 Prior Revolving Term Loans Total Consumer FICO less than 620 $ 709 $ 546 $ 47 $ 88 $ 8 $ 4 $ 352 $ 7 $ 1,761 FICO between 620 and 720 2,879 2,084 571 316 159 40 1,926 10 7,985 FICO greater than 720 2,527 3,163 1,011 726 78 2 2,416 1 9,924 Substandard non-accrual — — — — — 7 — — 7 Other (1) 3,598 2,064 336 312 64 15 146 — 6,535 Current period gross charge-offs 194 54 6 6 3 11 — — 274 Total loans with credit quality measures $ 1,193,622 $ 2,075,162 $ 1,992,144 $ 670,473 $ 332,762 $ 524,848 $ 713,095 $ 96,910 $ 7,599,016 Commercial and industrial (mortgage warehouse lending) $ 237,793 Commercial and industrial (loans accounted for at fair value) $ 9,999 Broker-dealer (margin loans and correspondent receivables) $ 357,244 Total loans held for investment $ 8,204,052 (1) Loans classified in this category were assigned a FICO score for credit modeling purposes. |