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, 2024 2023 Commercial real estate: Non-owner occupied $ 2,001,338 $ 1,889,882 Owner occupied 1,475,218 1,422,234 Commercial and industrial 1,687,502 1,607,833 Construction and land development 858,185 1,031,095 1-4 family residential 1,775,571 1,757,178 Consumer 27,291 27,351 Broker-dealer (1) 348,415 344,172 8,173,520 8,079,745 Allowance for credit losses (115,082) (111,413) Total loans held for investment, net of allowance $ 8,058,438 $ 7,968,332 (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, 2024 30-59 Days 60-89 Days 90 Days or More Due Loans Loans Loans 90 Days or More Commercial real estate: Non-owner occupied $ 559 $ — $ 797 $ 1,356 $ 1,999,982 $ 2,001,338 $ — Owner occupied — 5,218 9 5,227 1,469,991 1,475,218 — Commercial and industrial 7,174 3 1,004 8,181 1,679,321 1,687,502 27 Construction and land development 2,062 192 277 2,531 855,654 858,185 — 1-4 family residential 3,049 1,568 2,206 6,823 1,768,748 1,775,571 829 Consumer 84 15 1 100 27,191 27,291 — Broker-dealer — — — — 348,415 348,415 — $ 12,928 $ 6,996 $ 4,294 $ 24,218 $ 8,149,302 $ 8,173,520 $ 856 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 $ — In addition to the loans shown in the tables above, PrimeLending had $121.6 million and $115.1 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $122.3 million and $115.7 million, respectively) that were 90 days past due and accruing interest at June 30, 2024 and December 31, 2023, 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, 2024 December 31, 2023 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 2024 2023 2024 2023 Commercial real estate: Non-owner occupied $ 414 $ 6,480 $ 6,894 $ 33,728 $ 2,712 $ 36,440 $ 317 $ 58 $ 1,511 $ 181 Owner occupied 4,601 1,836 6,437 4,630 468 5,098 670 261 763 324 Commercial and industrial 47,009 33,746 80,755 5,216 4,286 9,502 461 138 563 269 Construction and land development 287 — 287 533 2,749 3,282 20 29 62 36 1-4 family residential 515 6,716 7,231 726 9,283 10,009 579 379 1,072 835 Consumer 1 — 1 6 — 6 — — — — Broker-dealer — — — — — — — — — — $ 52,827 $ 48,778 $ 101,605 $ 44,839 $ 19,498 $ 64,337 $ 2,047 $ 865 $ 3,971 $ 1,645 At June 30, 2024 and December 31, 2023, $4.1 million and $4.0 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, 2023 to June 30, 2024 by $37.3 million. The change in non-accrual loans was primarily due to increases in commercial and industrial loans of $71.3 million, partially offset by decreases in commercial real estate non-owner occupied loans of $29.5 million, construction and land development loans of $3.0 million and 1-4 family residential loans of $2.8 million. The increase in commercial and industrial loans in non-accrual status since December 31, 2023 was primarily due to the addition of loans with an aggregate loan balance of $77.1 million, partially offset by principal payoffs. Of the $77.1 million increase in commercial and industrial loans in non-accrual status, $65.3 million was due to the addition of two credit relationships from the auto note financing industry subsector. The decrease in commercial real estate non-owner occupied loans in non-accrual status since December 31, 2023 was primarily due to the reclassification of a single non-accrual loan from loans held for investment during the first quarter of 2024. This loan was subsequently sold in the second quarter of 2024. The decrease in construction and land development loans in non-accrual status was primarily due to the payoffs of two relationships with an aggregate loan balance of $2.9 million since December 31, 2023. The decrease in 1-4 family residential loans in non-accrual status since December 31, 2023 was primarily due to principal payoffs. 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 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 Combination Modifications as a Interest Rate Term Principal Payment Term Extension and % of Portfolio Three Months Ended June 30, 2024 Reduction Extension Forgiveness Delay Rate Reduction Segment Commercial real estate: Non-owner occupied $ — $ — $ — $ — $ — — % Owner occupied — 126 — — — 0.0 % Commercial and industrial — 13,166 — — 481 0.8 % Construction and land development — — — — — — % 1-4 family residential — 479 — — — 0.0 % Consumer — — — — — — % Broker-dealer — — — — — — % Total $ — $ 13,771 $ — $ — $ 481 0.2 % Total Combination Modifications as a Interest Rate Term Principal Payment Term Extension and % of Portfolio Six Months Ended June 30, 2024 Reduction Extension Forgiveness Delay Rate Reduction Segment Commercial real estate: Non-owner occupied $ — $ — $ — $ — $ — — % Owner occupied — 522 — 3,882 — 0.3 % Commercial and industrial — 13,525 — 155 481 0.8 % Construction and land development — 11 — 1,752 — 0.2 % 1-4 family residential — 479 — — — 0.0 % Consumer — — — — — — % Broker-dealer — — — — — — % Total $ — $ 14,537 $ — $ 5,789 $ 481 0.3 % Total Combination Modifications as a Interest Rate Term Principal Payment Term Extension and % of Portfolio Three Months Ended June 30, 2023 Reduction Extension Forgiveness Delay Payment Delay Segment Commercial real estate: Non-owner occupied $ — $ 9,088 $ — $ — $ — 0.5 % Owner occupied — — — — — — % Commercial and industrial — 10,059 — — — 0.6 % Construction and land development — 308 — — — 0.0 % 1-4 family residential — — — — — — % Consumer — — — — — — % Broker-dealer — — — — — — % Total $ — $ 19,455 $ — $ — $ — 0.2 % Total Combination Modifications as a Interest Rate Term Principal Payment Term Extension and % of Portfolio Six Months Ended June 30, 2023 Reduction Extension Forgiveness Delay Payment 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 % For those loans held for investment modified for borrowers experiencing financial difficulty during the last twelve months, the following table provides aging and non-accrual details grouped by portfolio segment (in thousands). Modified Loans Past Due Total Modified Modified June 30, 2024 30-59 Days 60-89 Days 90 Days or More Past Due Loans Non-accrual Loans Commercial real estate: Non-owner occupied $ — $ — $ — $ — $ 371 Owner occupied — 3,882 9 3,891 4,017 Commercial and industrial 1,543 — — 1,543 5,762 Construction and land development — — — — 11 1-4 family residential — — — — 28 Consumer — — — — — Broker-dealer — — — — — Total $ 1,543 $ 3,882 $ 9 $ 5,434 $ 10,189 The following tables present the financial effects of the loans held for investment modified for borrowers experiencing financial difficulty during the periods presented (in thousands). Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 Weighted-Average Weighted-Average Weighted-Average Weighted-Average Interest Rate Term Extension Interest Rate Term Extension Reduction (in months) Reduction (in months) Commercial real estate: Non-owner occupied — % — — % — Owner occupied — % 23 — % 16 Commercial and industrial 0.5 % 12 0.5 % 12 Construction and land development — % — — % 15 1-4 family residential — % 8 — % 8 Consumer — % — — % — Broker-dealer — % — — % — Total 0.5 % 12 0.5 % 12 Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Weighted-Average Weighted-Average Weighted-Average Weighted-Average Interest Rate Term Extension Interest Rate Term Extension Reduction (in months) Reduction (in months) Commercial real estate: Non-owner occupied — % 17 — % 25 Owner occupied — % — — % 35 Commercial and industrial — % 8 — % 8 Construction and land development — % 9 — % 9 1-4 family residential — % — — % — Consumer — % — — % — Broker-dealer — % — — % — Total — % 12 — % 22 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 5 to the consolidated financial statements in the Company’s 2023 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 2019 and Converted to June 30, 2024 2024 2023 2022 2021 2020 Prior Revolving Term Loans Total Commercial real estate: non-owner occupied Internal Grade 1-3 (Pass low risk) $ 5,068 $ 5,022 $ 45,182 $ 84,375 $ 3,599 $ 4,764 $ (1) $ — $ 148,009 Internal Grade 4-7 (Pass normal risk) 88,007 192,393 275,740 312,086 115,851 104,536 19,823 16,622 1,125,058 Internal Grade 8-11 (Pass high risk and watch) 36,862 125,780 201,935 61,535 107,711 75,896 22,460 1,381 633,560 Internal Grade 12 (Special mention) — — 15,497 5,188 3,709 25,470 — — 49,864 Internal Grade 13 (Substandard accrual) 541 1,893 7,624 26,202 — 1,692 — — 37,952 Internal Grade 14 (Substandard non-accrual) — 4,194 1,377 — — 1,323 — — 6,894 Current period gross charge-offs — 1,647 — — — — — — 1,647 Commercial real estate: owner occupied Internal Grade 1-3 (Pass low risk) $ 19,566 $ 60,222 $ 21,117 $ 41,285 $ 42,852 $ 57,287 $ 5,787 $ 13,136 $ 261,252 Internal Grade 4-7 (Pass normal risk) 51,120 93,884 175,706 196,299 55,985 152,195 19,056 9,187 753,432 Internal Grade 8-11 (Pass high risk and watch) 26,884 63,502 87,602 68,659 78,373 80,713 5,277 514 411,524 Internal Grade 12 (Special mention) — — 354 — 1,204 — — — 1,558 Internal Grade 13 (Substandard accrual) 395 2,068 7,416 8,719 6,268 16,149 — — 41,015 Internal Grade 14 (Substandard non-accrual) 4,008 9 1,322 628 — 470 — — 6,437 Current period gross charge-offs — — — — — — — — — Commercial and industrial Internal Grade 1-3 (Pass low risk) $ 2,698 $ 18,567 $ 16,255 $ 34,098 $ 9,704 $ 15,667 $ 25,966 $ — $ 122,955 Internal Grade 4-7 (Pass normal risk) 56,009 40,174 46,905 61,019 16,721 12,106 329,941 2,825 565,700 Internal Grade 8-11 (Pass high risk and watch) 101,168 74,162 77,908 75,149 18,336 9,152 249,683 2,641 608,199 Internal Grade 12 (Special mention) — — — — — 337 1,200 — 1,537 Internal Grade 13 (Substandard accrual) 7,338 5,613 2,569 2,024 1,144 968 9,571 1,171 30,398 Internal Grade 14 (Substandard non-accrual) 10,943 9,001 9,570 4,507 294 876 849 44,715 80,755 Current period gross charge-offs 29 200 385 104 312 1,458 837 273 3,598 Construction and land development Internal Grade 1-3 (Pass low risk) $ 3,457 $ 35 $ 2,795 $ 879 $ — $ 241 $ — $ — $ 7,407 Internal Grade 4-7 (Pass normal risk) 83,339 146,121 143,057 62,616 6,486 2,807 7,978 — 452,404 Internal Grade 8-11 (Pass high risk and watch) 137,875 145,203 41,070 29,003 2,839 2,471 14,745 — 373,206 Internal Grade 12 (Special mention) — — — — — — — — — Internal Grade 13 (Substandard accrual) 1,138 3,145 159 109 — — — — 4,551 Internal Grade 14 (Substandard non-accrual) — 287 — — — — — — 287 Current period gross charge-offs — — — — — — — — — Construction and land development - individuals FICO less than 620 $ — $ — $ — $ — $ — $ — $ — $ — $ — FICO between 620 and 720 124 3,887 — — — 853 — — 4,864 FICO greater than 720 2,056 13,152 — 119 49 — — — 15,376 Substandard non-accrual — — — — — — — — — Other (1) 90 — — — — — — — 90 Current period gross charge-offs — — — — — — — — — 1-4 family residential FICO less than 620 $ 164 $ 632 $ 1,427 $ 481 $ 740 $ 21,965 $ 215 $ — $ 25,624 FICO between 620 and 720 9,885 11,621 15,445 9,270 4,256 28,299 875 185 79,836 FICO greater than 720 83,934 148,373 511,329 692,989 82,936 79,700 3,933 735 1,603,929 Substandard non-accrual 29 — — — — 7,202 — — 7,231 Other (1) 14,593 19,533 14,269 3,415 1,354 4,500 1,287 — 58,951 Current period gross charge-offs — — — — — 1 — — 1 Consumer FICO less than 620 $ 643 $ 278 $ 288 $ 30 $ 58 $ 6 $ 357 $ 8 $ 1,668 FICO between 620 and 720 2,259 1,987 917 321 179 49 1,984 36 7,732 FICO greater than 720 1,675 2,798 1,707 634 233 7 2,801 1 9,856 Substandard non-accrual — — — — — 1 — — 1 Other (1) 4,949 1,805 857 135 17 12 259 — 8,034 Current period gross charge-offs 57 79 — — — 2 7 1 146 Total loans with credit quality measures $ 756,817 $ 1,195,341 $ 1,727,399 $ 1,781,774 $ 560,898 $ 707,714 $ 724,046 $ 93,157 $ 7,547,146 Commercial and industrial (mortgage warehouse lending) $ 277,959 Broker-dealer (margin loans and correspondent receivables) $ 348,415 Total loans held for investment $ 8,173,520 (1) Loans classified in this category were assigned a FICO score for credit modeling purposes. |