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). December 31, 2023 2022 Commercial real estate: Non-owner occupied $ 1,889,882 $ 1,870,552 Owner occupied 1,422,234 1,375,321 Commercial and industrial 1,607,833 1,639,980 Construction and land development 1,031,095 980,896 1-4 family residential 1,757,178 1,767,099 Consumer 27,351 27,602 Broker-dealer (1) 344,172 431,223 8,079,745 8,092,673 Allowance for credit losses (111,413) (95,442) Total loans held for investment, net of allowance $ 7,968,332 $ 7,997,231 (1) Primarily represents margin loans to customers and correspondents associated with broker-dealer segment operations. Past Due Loans and Non-accrual 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 December 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 $ 6,125 $ — $ 799 $ 6,924 $ 1,882,958 $ 1,889,882 $ — Owner occupied 6,823 386 3,897 11,106 1,411,128 1,422,234 — Commercial and industrial 3,348 1,496 2,074 6,918 1,600,915 1,607,833 — Construction and land development 767 1,554 276 2,597 1,028,498 1,031,095 — 1-4 family residential 8,625 1,292 3,203 13,120 1,744,058 1,757,178 — Consumer 28 4 5 37 27,314 27,351 — Broker-dealer — — — — 344,172 344,172 — $ 25,716 $ 4,732 $ 10,254 $ 40,702 $ 8,039,043 $ 8,079,745 $ — 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 $115.1 million and $92.0 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $115.7 million and $92.4 million, respectively) that were 90 days past due and accruing interest at December 31, 2023 and 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 December 31, 2023 December 31, 2022 Interest Income Recognized With With No With With No Year Ended December 31, Allowance Allowance Total Allowance Allowance Total 2023 2022 2021 Commercial real estate: Non-owner occupied $ 33,728 $ 2,712 $ 36,440 $ 688 $ 562 $ 1,250 $ 592 $ 483 $ 378 Owner occupied 4,630 468 5,098 2,862 157 3,019 568 556 648 Commercial and industrial 5,216 4,286 9,502 3,727 5,368 9,095 1,840 1,099 2,585 Construction and land development 533 2,749 3,282 1 — 1 69 29 202 1-4 family residential 726 9,283 10,009 433 10,862 11,295 1,597 3,420 3,721 Consumer 6 — 6 14 — 14 — — (120) Broker-dealer — — — — — — — — — $ 44,839 $ 19,498 $ 64,337 $ 7,725 $ 16,949 $ 24,674 $ 4,666 $ 5,587 $ 7,414 At December 31, 2023 and 2022, $4.0 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 December 31, 2023, by $39.7 million. The change in non-accrual loans was primarily due to increases in commercial real estate non-owner occupied of $35.2 million, construction and land development loans of $3.3 million and commercial real estate owner occupied loans of $2.1 million, partially offset by a decrease in 1-4 family residential of $1.3 million. The increase in commercial real estate non-owner occupied loans in non-accrual status was primarily due to the addition of a single credit relationship with a loan balance of $33.3 million. The increase in construction and land development loans in non-accrual status was primarily due to the addition of six credit relationships with an aggregate loan balance of $3.3 million, while the increase in commercial real estate owner occupied loans in non-accrual status was primarily due to the addition of three credit relationships with an aggregate loan balance of $4.2 million, partially offset by 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 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 Year Ended December 31, 2023 Reduction Extension Forgiveness Delay Segment Commercial real estate: Non-owner occupied $ — $ 33,680 $ — $ — 1.8 % Owner occupied — 2,183 — — 0.2 % Commercial and industrial 510 17,921 — 2,776 1.3 % Construction and land development — 13,001 — — 1.3 % 1-4 family residential — — — — — % Consumer — — — — — % Broker-dealer — — — — — % Total $ 510 $ 66,785 $ — $ 2,776 0.9 % For 2023, there were no loans that experienced a default subsequent to being modified in the prior twelve months. For those loans held for investment modified for borrowers experiencing financial difficulty, the following table provides aging and non-accrual details grouped by portfolio segment (in thousands). Modified Loans Past Due Total Modified Modified December 31, 2023 30-59 Days 60-89 Days 90 Days or More Past Due Loans Non-accrual Loans Commercial real estate: Non-owner occupied $ 380 $ — $ — $ 380 $ 33,680 Owner occupied — — 11 11 11 Commercial and industrial — — — — 3,071 Construction and land development — — — — 257 1-4 family residential — — — — — Consumer — — — — — Broker-dealer — — — — — Total $ 380 $ — $ 11 $ 391 $ 37,019 The following table presents the financial effects of the loans held for investment modified for borrowers experiencing financial difficulty for the year ended December 31, 2023 (in thousands). Weighted Average Weighted Average Interest Rate Term Reduction Extension (in bps) (in months) Commercial real estate: Non-owner occupied — % 26 Owner occupied — % 35 Commercial and industrial 0.5 % 10 Construction and land development — % 24 1-4 family residential — % — Consumer — % — Broker-dealer — % — Total 0.5 % 22 Troubled Debt Restructurings Information regarding TDRs granted during 2022 and 2021 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 Number of Balance at Balance at Number of Balance at Balance at 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 — — — Construction and land development — — — — — — 1-4 family residential — — — — — — Consumer — — — — — — Broker-dealer — — — — — — 3 $ 3,616 $ 2,806 1 $ 725 $ 713 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 or 2021. 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 for which a payment was at least 30 days past due. The Company granted temporary forbearance to borrowers of a federally backed mortgage loan experiencing financial hardship due, directly or indirectly, to the 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. 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 (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 Loans 2018 and Converted to December 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) $ 5,061 $ 31,277 $ 32,215 $ 17,723 $ 1,987 $ 5,279 $ (24) $ 184 $ 93,702 Internal Grade 4-7 (Pass normal risk) 195,842 255,185 361,991 102,838 73,746 44,490 35,471 16,633 1,086,196 Internal Grade 8-11 (Pass high risk and watch) 125,658 185,144 99,208 87,498 55,772 64,647 10,380 1,464 629,771 Internal Grade 12 (Special mention) — — 2,580 — — — — — 2,580 Internal Grade 13 (Substandard accrual) 6,366 11,666 13,988 2,537 5,943 693 — — 41,193 Internal Grade 14 (Substandard non-accrual) 33,680 1,401 — — 799 560 — — 36,440 Current period gross charge-offs — — — — — 34 — — 34 Commercial real estate: owner occupied Internal Grade 1-3 (Pass low risk) $ 52,893 $ 31,883 $ 112,234 $ 40,620 $ 17,401 $ 44,061 $ 3,586 $ 13,929 $ 316,607 Internal Grade 4-7 (Pass normal risk) 105,552 167,168 133,808 68,022 56,168 120,702 16,914 — 668,334 Internal Grade 8-11 (Pass high risk and watch) 52,860 95,474 78,508 82,518 23,988 61,858 4,880 — 400,086 Internal Grade 12 (Special mention) — — — — — — — — — Internal Grade 13 (Substandard accrual) 2,518 2,746 4,252 6,718 5,825 9,952 98 — 32,109 Internal Grade 14 (Substandard non-accrual) 167 3,974 646 — 230 81 — — 5,098 Current period gross charge-offs — — — — — 977 — — 977 Commercial and industrial Internal Grade 1-3 (Pass low risk) $ 15,861 $ 21,921 $ 44,523 $ 13,927 $ 19,430 $ 1,126 $ 24,540 $ — $ 141,328 Internal Grade 4-7 (Pass normal risk) 68,066 82,604 117,809 22,801 3,537 9,696 316,492 8,855 629,860 Internal Grade 8-11 (Pass high risk and watch) 120,945 121,349 39,160 35,535 5,287 6,676 240,601 1,807 571,360 Internal Grade 12 (Special mention) — — — — — — 642 — 642 Internal Grade 13 (Substandard accrual) 5,396 1,409 2,494 2,469 3,221 151 54,878 17,427 87,445 Internal Grade 14 (Substandard non-accrual) 256 287 131 3,146 — 933 1,251 3,498 9,502 Current period gross charge-offs 1,149 3,041 87 — 25 586 — — 4,888 Construction and land development Internal Grade 1-3 (Pass low risk) $ 4,572 $ 6,128 $ 12,090 $ — $ 791 $ 315 $ — $ — $ 23,896 Internal Grade 4-7 (Pass normal risk) 236,906 163,975 112,911 37,943 782 1,731 23,118 — 577,366 Internal Grade 8-11 (Pass high risk and watch) 173,051 173,186 5,869 2,394 2,342 192 2,206 6,072 365,312 Internal Grade 12 (Special mention) — — — — — — — — — Internal Grade 13 (Substandard accrual) 27,198 5,404 — — — — — 1,571 34,173 Internal Grade 14 (Substandard non-accrual) 276 3,006 — — — — — — 3,282 Current period gross charge-offs — — — — — 1 — — 1 Construction and land development - individuals FICO less than 620 $ — $ — $ — $ — $ — $ — $ — $ — $ — FICO between 620 and 720 3,890 — — — — 883 — — 4,773 FICO greater than 720 22,122 — 120 51 — — — — 22,293 Substandard non-accrual — — — — — — — — — Other (1) — — — — — — — — — Current period gross charge-offs — — — — — — — — — 1-4 family residential FICO less than 620 $ — $ 1,447 $ 510 $ 751 $ 210 $ 23,350 $ 230 $ — $ 26,498 FICO between 620 and 720 8,043 16,787 11,956 6,016 4,791 24,903 1,224 196 73,916 FICO greater than 720 152,992 536,095 721,724 87,037 36,636 52,301 2,912 625 1,590,322 Substandard non-accrual 534 — — — — 9,475 — — 10,009 Other (1) 29,923 16,747 3,436 1,375 2,197 2,591 164 — 56,433 Current period gross charge-offs — — — — — 73 — — 73 Consumer FICO less than 620 $ 878 $ 468 $ 39 $ 82 $ 6 $ 4 $ 369 $ 6 $ 1,852 FICO between 620 and 720 3,858 1,259 518 276 103 27 1,933 8 7,982 FICO greater than 720 3,890 2,815 842 361 56 — 2,720 1 10,685 Substandard non-accrual — — — — — 6 — — 6 Other (1) 4,498 1,623 218 281 25 14 167 — 6,826 Current period gross charge-offs 280 72 9 9 2 15 — — 387 Total loans with credit quality measures $ 1,463,752 $ 1,942,428 $ 1,913,780 $ 622,919 $ 321,273 $ 486,697 $ 744,752 $ 72,276 $ 7,567,877 Commercial and industrial (mortgage warehouse lending) $ 156,838 Commercial and industrial (loans accounted for at fair value) $ 10,858 Broker-dealer (margin loans and correspondent receivables) $ 344,172 Total loans held for investment $ 8,079,745 (1) Loans classified in this category were assigned a FICO score based on various factors specific to the borrower for credit modeling purposes. |