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Section 1: 10-Q (10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2018

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 1-31987

 

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

Maryland

 

84-1477939

(State or other jurisdiction of incorporation or

 

(I.R.S. Employer Identification No.)

organization)

 

 

 

 

 

2323 Victory Avenue, Suite 1400

 

 

Dallas, TX

 

75219

(Address of principal executive offices)

 

(Zip Code)

 

(214) 855-2177

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒     No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

Large accelerated filer ☒

 

Accelerated filer ☐

 

 

 

Non-accelerated filer ☐
(Do not check if a smaller reporting company)

 

Smaller reporting company ☐

 

 

 

 

Emerging growth company ☐

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐  No ☒

 

The number of shares of the registrant's common stock outstanding at April 26, 2018 was 96,064,044.

 

 

 

 

 


 

Table of Contents

HILLTOP HOLDINGS INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2018

 

TABLE OF CONTENTS

 

 

 

 

PART I — FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

 

 

Consolidated Balance Sheets

3

 

Consolidated Statements of Operations

4

 

Consolidated Statements of Comprehensive Income

5

 

Consolidated Statements of Stockholders’ Equity

6

 

Consolidated Statements of Cash Flows

7

 

Notes to Consolidated Financial Statements

8

 

Schedule I - Insurance Incurred and Cumulative Paid Losses and Allocated Loss and Loss Adjustment Expenses, Net of Reinsurance

57

 

 

 

Item 2. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

58

 

 

 

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk

91

 

 

 

Item 4. 

Controls and Procedures

94

 

 

 

 

 

 

PART II — OTHER INFORMATION 

 

 

 

Item 1. 

Legal Proceedings

95

 

 

 

Item 1A. 

Risk Factors

95

 

 

 

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

96

 

 

 

Item 6. 

Exhibits

97

2


 

Table of Contents

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

    

2018

    

2017

 

Assets

 

 

 

 

 

 

 

Cash and due from banks

 

$

470,127

 

$

486,977

 

Federal funds sold

 

 

400

 

 

405

 

Securities purchased under agreements to resell

 

 

244,978

 

 

186,537

 

Assets segregated for regulatory purposes

 

 

198,170

 

 

186,578

 

Securities:

 

 

 

 

 

 

 

Trading, at fair value

 

 

756,151

 

 

730,685

 

Available for sale, at fair value (amortized cost of $819,113 and $748,255, respectively)

 

 

806,583

 

 

744,319

 

Held to maturity, at amortized cost (fair value of $344,593 and $349,939, respectively)

 

 

356,452

 

 

355,849

 

Equity, at fair value

 

 

20,876

 

 

21,241

 

 

 

 

1,940,062

 

 

1,852,094

 

 

 

 

 

 

 

 

 

Loans held for sale

 

 

1,409,634

 

 

1,715,357

 

Non-covered loans, net of unearned income

 

 

6,216,809

 

 

6,273,669

 

Allowance for non-covered loan losses

 

 

(60,371)

 

 

(60,957)

 

Non-covered loans, net

 

 

6,156,438

 

 

6,212,712

 

 

 

 

 

 

 

 

 

Covered loans, net of allowance of $2,823 and $2,729, respectively

 

 

167,781

 

 

179,400

 

Broker-dealer and clearing organization receivables

 

 

1,660,720

 

 

1,464,378

 

Premises and equipment, net

 

 

173,637

 

 

177,577

 

FDIC indemnification asset

 

 

25,458

 

 

29,340

 

Covered other real estate owned

 

 

35,777

 

 

36,744

 

Other assets

 

 

576,567

 

 

549,447

 

Goodwill

 

 

251,808

 

 

251,808

 

Other intangible assets, net

 

 

34,569

 

 

36,432

 

Total assets

 

$

13,346,126

 

$

13,365,786

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

Noninterest-bearing

 

$

2,565,825

 

$

2,411,849

 

Interest-bearing

 

 

5,393,897

 

 

5,566,270

 

Total deposits

 

 

7,959,722

 

 

7,978,119

 

 

 

 

 

 

 

 

 

Broker-dealer and clearing organization payables

 

 

1,504,172

 

 

1,287,563

 

Short-term borrowings

 

 

1,064,325

 

 

1,206,424

 

Securities sold, not yet purchased, at fair value

 

 

255,551

 

 

232,821

 

Notes payable

 

 

202,700

 

 

208,809

 

Junior subordinated debentures

 

 

67,012

 

 

67,012

 

Other liabilities

 

 

367,188

 

 

470,231

 

Total liabilities

 

 

11,420,670

 

 

11,450,979

 

Commitments and contingencies (see Notes 18 and 19)

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

Hilltop stockholders' equity:

 

 

 

 

 

 

 

Common stock, $0.01 par value, 125,000,000 shares authorized; 96,048,067 and 95,982,184 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively

 

 

960

 

 

960

 

Additional paid-in capital

 

 

1,526,867

 

 

1,526,369

 

Accumulated other comprehensive income (loss)

 

 

(9,698)

 

 

(394)

 

Retained earnings

 

 

404,260

 

 

384,545

 

Deferred compensation employee stock trust, net

 

 

857

 

 

848

 

Employee stock trust (11,217 and 11,672 shares, at cost, respectively)

 

 

(254)

 

 

(247)

 

Total Hilltop stockholders' equity

 

 

1,922,992

 

 

1,912,081

 

Noncontrolling interests

 

 

2,464

 

 

2,726

 

Total stockholders' equity

 

 

1,925,456

 

 

1,914,807

 

Total liabilities and stockholders' equity

 

$

13,346,126

 

$

13,365,786

 

 

See accompanying notes.

3


 

Table of Contents

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

    

2018

    

2017

 

Interest income:

 

 

 

 

 

 

 

Loans, including fees

 

$

99,944

 

$

89,991

 

Securities borrowed

 

 

16,300

 

 

8,053

 

Securities:

 

 

 

 

 

 

 

Taxable

 

 

10,953

 

 

6,600

 

Tax-exempt

 

 

1,772

 

 

1,244

 

Other

 

 

4,391

 

 

2,353

 

Total interest income

 

 

133,360

 

 

108,241

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

Deposits

 

 

8,675

 

 

4,690

 

Securities loaned

 

 

13,739

 

 

6,340

 

Short-term borrowings

 

 

4,043

 

 

1,418

 

Notes payable

 

 

2,497

 

 

2,814

 

Junior subordinated debentures

 

 

822

 

 

711

 

Other

 

 

164

 

 

168

 

Total interest expense

 

 

29,940

 

 

16,141

 

 

 

 

 

 

 

 

 

Net interest income

 

 

103,420

 

 

92,100

 

Provision (recovery) for loan losses

 

 

(1,807)

 

 

1,705

 

Net interest income after provision (recovery) for loan losses

 

 

105,227

 

 

90,395

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

Net gains from sale of loans and other mortgage production income

 

 

105,767

 

 

124,150

 

Mortgage loan origination fees

 

 

20,626

 

 

19,556

 

Securities commissions and fees

 

 

39,383

 

 

39,057

 

Investment and securities advisory fees and commissions

 

 

17,625

 

 

22,202

 

Net insurance premiums earned

 

 

34,315

 

 

36,140

 

Other

 

 

17,427

 

 

30,334

 

Total noninterest income

 

 

235,143

 

 

271,439

 

 

 

 

 

 

 

 

 

Noninterest expense:

 

 

 

 

 

 

 

Employees' compensation and benefits

 

 

182,600

 

 

186,886

 

Occupancy and equipment, net

 

 

27,830

 

 

27,293

 

Professional services

 

 

24,704

 

 

25,045

 

Loss and loss adjustment expenses

 

 

15,532

 

 

21,700

 

Other

 

 

57,536

 

 

59,568

 

Total noninterest expense

 

 

308,202

 

 

320,492

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

32,168

 

 

41,342

 

Income tax expense

 

 

7,488

 

 

15,035

 

 

 

 

 

 

 

 

 

Net income

 

 

24,680

 

 

26,307

 

Less: Net income (loss) attributable to noncontrolling interest

 

 

239

 

 

(127)

 

Income attributable to Hilltop

 

$

24,441

 

$

26,434

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

Basic

 

$

0.25

 

$

0.27

 

Diluted

 

$

0.25

 

$

0.27

 

 

 

 

 

 

 

 

 

Cash dividends declared per common share

 

$

0.07

 

$

0.06

 

 

 

 

 

 

 

 

 

Weighted average share information:

 

 

 

 

 

 

 

Basic

 

 

95,985

 

 

98,441

 

Diluted

 

 

96,146

 

 

98,757

 

 

See accompanying notes.

 

 

4


 

Table of Contents

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

    

2018

    

2017

    

 

Net income

 

$

24,680

 

$

26,307

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

Net unrealized gains (losses) on securities available for sale, net of tax of $(1,893) and $231, respectively

 

 

(6,703)

 

 

412

 

 

Comprehensive income

 

 

17,977

 

 

26,719

 

 

Less: comprehensive income (loss) attributable to noncontrolling interest

 

 

239

 

 

(127)

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income applicable to Hilltop

 

$

17,738

 

$

26,846

 

 

 

See accompanying notes.

 

 

5


 

Table of Contents

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

    

Accumulated

    

 

    

Deferred

    

    

    

 

 

    

Total

    

 

 

    

 

 

 

 

 

 

 

 

Additional

 

Other

 

 

 

Compensation

 

Employee

 

Hilltop

 

 

 

 

Total

 

Common Stock

 

Paid-in

 

Comprehensive

 

Retained

 

Employee Stock

 

Stock Trust

 

Stockholders’

 

Noncontrolling

 

Stockholders’

 

Shares

 

Amount

 

Capital

 

Income

 

Earnings

 

Trust, Net

 

Shares

 

Amount

 

Equity

 

Interest

 

Equity

Balance, December 31, 2016

98,544

 

$

985

 

$

1,572,877

 

$

485

 

$

295,568

 

$

903

 

15

 

$

(309)

 

$

1,870,509

 

$

4,011

 

$

1,874,520

Net income

 —

 

 

 —

 

 

 —

 

 

 —

 

 

26,434

 

 

 —

 

 —

 

 

 —

 

 

26,434

 

 

(127)

 

 

26,307

Other comprehensive income

 —

 

 

 —

 

 

 —

 

 

412

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

412

 

 

 —

 

 

412

Stock-based compensation expense

 —

 

 

 —

 

 

2,577

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

2,577

 

 

 —

 

 

2,577

Common stock issued to board members

 3

 

 

 —

 

 

105

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

105

 

 

 —

 

 

105

Issuance of common stock related to share-based awards, net

122

 

 

 2

 

 

(1,031)

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(1,029)

 

 

 —

 

 

(1,029)

Repurchases of common stock

(262)

 

 

(3)

 

 

(4,199)

 

 

 —

 

 

(3,003)

 

 

 —

 

 —

 

 

 —

 

 

(7,205)

 

 

 —

 

 

(7,205)

Dividends on common stock ($0.06 per share)

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(5,802)

 

 

 —

 

 —

 

 

 —

 

 

(5,802)

 

 

 —

 

 

(5,802)

Deferred compensation plan

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(10)

 

 —

 

 

 9

 

 

(1)

 

 

 —

 

 

(1)

Net cash distributed to noncontrolling interest

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(575)

 

 

(575)

Balance, March 31, 2017

98,407

 

$

984

 

$

1,570,329

 

$

897

 

$

313,197

 

$

893

 

15

 

$

(300)

 

$

1,886,000

 

$

3,309

 

$

1,889,309

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2017

95,982

 

$

960

 

$

1,526,369

 

$

(394)

 

$

384,545

 

$

848

 

12

 

$

(247)

 

$

1,912,081

 

$

2,726

 

$

1,914,807

Net income

 —

 

 

 —

 

 

 —

 

 

 —

 

 

24,441

 

 

 —

 

 —

 

 

 —

 

 

24,441

 

 

239

 

 

24,680

Other comprehensive loss

 —

 

 

 —

 

 

 —

 

 

(6,703)

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(6,703)

 

 

 —

 

 

(6,703)

Stock-based compensation expense

 —

 

 

 —

 

 

2,164

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

2,164

 

 

 —

 

 

2,164

Common stock issued to board members

 5

 

 

 —

 

 

124

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

124

 

 

 —

 

 

124

Issuance of common stock related to share-based awards, net

129

 

 

 1

 

 

(693)

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(692)

 

 

 —

 

 

(692)

Repurchases of common stock

(68)

 

 

(1)

 

 

(1,097)

 

 

 —

 

 

(608)

 

 

 —

 

 —

 

 

 —

 

 

(1,706)

 

 

 —

 

 

(1,706)

Dividends on common stock ($0.07 per share)

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(6,719)

 

 

 —

 

 —

 

 

 —

 

 

(6,719)

 

 

 —

 

 

(6,719)

Deferred compensation plan

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 9

 

(1)

 

 

(7)

 

 

 2

 

 

 —

 

 

 2

Adoption of accounting standards (Note 2)

 —

 

 

 —

 

 

 —

 

 

(2,601)

 

 

2,601

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Net cash distributed to noncontrolling interest

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(501)

 

 

(501)

Balance, March 31, 2018

96,048

 

$

960

 

$

1,526,867

 

$

(9,698)

 

$

404,260

 

$

857

 

11

 

$

(254)

 

$

1,922,992

 

$

2,464

 

$

1,925,456

 

See accompanying notes.

 

 

6


 

Table of Contents

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

    

2018

    

2017

    

Operating Activities

 

 

 

 

 

 

 

Net income

 

$

24,680

 

$

26,307

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Provision (recovery) for loan losses

 

 

(1,807)

 

 

1,705

 

Depreciation, amortization and accretion, net

 

 

1,577

 

 

(1,031)

 

Net change in fair value of equity securities

 

 

572

 

 

 —

 

Deferred income taxes

 

 

(534)

 

 

1,531

 

Other, net

 

 

2,590

 

 

1,990

 

Net change in securities purchased under agreements to resell

 

 

(58,441)

 

 

(23,798)

 

Net change in assets segregated for regulatory purposes

 

 

(11,592)

 

 

14,598

 

Net change in trading securities

 

 

(25,466)

 

 

(107,766)

 

Net change in broker-dealer and clearing organization receivables

 

 

(164,957)

 

 

(39,422)

 

Net change in FDIC indemnification asset

 

 

 —

 

 

19,424

 

Net change in other assets

 

 

(2,949)

 

 

(8,702)

 

Net change in broker-dealer and clearing organization payables

 

 

217,443

 

 

110,694

 

Net change in other liabilities

 

 

(108,306)

 

 

(104,858)

 

Net change in securities sold, not yet purchased

 

 

22,730

 

 

(9,696)

 

Proceeds from sale of mortgage servicing rights asset

 

 

 —

 

 

17,499

 

Net gains from sales of loans

 

 

(105,767)

 

 

(124,150)

 

Loans originated for sale

 

 

(3,021,516)

 

 

(2,939,349)

 

Proceeds from loans sold

 

 

3,405,633

 

 

3,514,340

 

Net cash provided by operating activities

 

 

173,890

 

 

349,316

 

Investing Activities

 

 

 

 

 

 

 

Proceeds from maturities and principal reductions of securities held to maturity

 

 

14,095

 

 

15,152

 

Proceeds from sales, maturities and principal reductions of securities available for sale

 

 

44,925

 

 

83,048

 

Proceeds from sales, maturities and principal reductions of equity securities

 

 

15

 

 

 —

 

Purchases of securities held to maturity

 

 

(14,848)

 

 

(831)

 

Purchases of securities available for sale

 

 

(116,393)

 

 

(240,757)

 

Purchases of equity securities

 

 

(217)

 

 

 —

 

Net change in loans

 

 

48,859

 

 

57,902

 

Purchases of premises and equipment and other assets

 

 

(4,271)

 

 

(4,951)

 

Proceeds from sales of premises and equipment and other real estate owned

 

 

4,487

 

 

11,438

 

Net cash received from Federal Home Loan Bank and Federal Reserve Bank stock

 

 

9,716

 

 

34,953

 

Net cash used in investing activities

 

 

(13,632)

 

 

(44,046)

 

Financing Activities

 

 

 

 

 

 

 

Net change in deposits

 

 

(19,231)

 

 

245,777

 

Net change in short-term borrowings

 

 

(142,099)

 

 

(663,512)

 

Proceeds from notes payable

 

 

69,808

 

 

72,382

 

Payments on notes payable

 

 

(75,799)

 

 

(65,573)

 

Payments to repurchase common stock

 

 

(1,706)

 

 

(7,205)

 

Dividends paid on common stock

 

 

(6,719)

 

 

(5,802)

 

Net cash distributed to noncontrolling interest

 

 

(501)

 

 

(575)

 

Taxes paid on employee stock awards netting activity

 

 

(689)

 

 

(838)

 

Other, net

 

 

(177)

 

 

(356)

 

Net cash used in financing activities

 

 

(177,113)

 

 

(425,702)

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

(16,855)

 

 

(120,432)

 

Cash and cash equivalents, beginning of period

 

 

487,382

 

 

690,764

 

Cash and cash equivalents, end of period

 

$

470,527

 

$

570,332

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information

 

 

 

 

 

 

 

Cash paid for interest

 

$

28,294

 

$

14,407

 

Cash paid for income taxes, net of refunds

 

$

542

 

$

1,262

 

Supplemental Schedule of Non-Cash Activities

 

 

 

 

 

 

 

Conversion of loans to other real estate owned

 

$

2,496

 

$

1,945

 

Additions to mortgage servicing rights

 

$

6,661

 

$

1,224

 

 

See accompanying notes.

 

7


 

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

 

1. Summary of Significant Accounting and Reporting Policies

 

Nature of Operations

 

Hilltop Holdings Inc. (“Hilltop” and, collectively with its subsidiaries, the “Company”) is a financial holding company registered under the Bank Holding Company Act of 1956. The Company’s primary line of business is to provide business and consumer banking services from offices located throughout Texas through PlainsCapital Bank (the “Bank”). In addition, the Company provides an array of financial products and services through its broker-dealer, mortgage origination and insurance subsidiaries.

 

The Company, headquartered in Dallas, Texas, provides its products and services through three primary business units, PlainsCapital Corporation (“PCC”), Hilltop Securities Holdings LLC (“Securities Holdings”) and National Lloyds Corporation (“NLC”). PCC is a financial holding company that provides, through its subsidiaries, traditional banking, wealth and investment management and treasury management services primarily in Texas and residential mortgage lending throughout the United States. Securities Holdings is a holding company that provides, through its subsidiaries, investment banking and other related financial services, including municipal advisory, sales, trading and underwriting of taxable and tax-exempt fixed income securities, equity trading, clearing, securities lending, structured finance and retail brokerage services throughout the United States. NLC is a property and casualty insurance holding company that provides, through its subsidiaries, fire and homeowners insurance to low value dwellings and manufactured homes primarily in Texas and other areas of the southern United States.

 

On February 13, 2018, the Company entered into a definitive agreement to acquire privately-held, Houston-based The Bank of River Oaks (“BORO”) in an all-cash transaction. Under the terms of the definitive agreement, the Company has agreed to pay cash in the aggregate amount of $85 million to the shareholders and option holders of BORO. As of December 31, 2017, BORO had unaudited total assets, gross loans and deposits of approximately $454 million, $344 million and $406 million, respectively. The transaction is subject to customary closing conditions, including regulatory approvals and approval by shareholders of BORO, and is expected to close during the third quarter of 2018.

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), and in conformity with the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, these financial statements contain all adjustments necessary for a fair statement of the results of the interim periods presented. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (“2017 Form 10-K”). Results for interim periods are not necessarily indicative of results to be expected for a full year or any future period.

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates regarding the allowance for loan losses, the fair values of financial instruments, the amounts receivable from the Federal Deposit Insurance Corporation (the “FDIC”) under loss-share agreements (the “FDIC Indemnification Asset”), reserves for losses and loss adjustment expenses (“LAE”), the mortgage loan indemnification liability, and the potential impairment of assets are particularly subject to change. The Company has applied its critical accounting policies and estimation methods consistently in all periods presented in these consolidated financial statements.

 

Hilltop owns 100% of the outstanding stock of PCC. PCC owns 100% of the outstanding stock of the Bank and 100% of the membership interest in Hilltop Opportunity Partners LLC, formerly known as PlainsCapital Equity, LLC, a merchant bank utilized to facilitate investments in companies engaged in non-financial activities. The Bank owns 100% of the outstanding stock of PrimeLending, a PlainsCapital Company (“PrimeLending”).

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Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

 

PrimeLending owns a 100% membership interest in PrimeLending Ventures Management, LLC (“Ventures Management”), which holds an ownership interest in and is the managing member of certain affiliated business arrangements (“ABAs”).

 

PCC also owns 100% of the outstanding common securities of PCC Statutory Trusts I, II, III and IV (the “Trusts”), which are not included in the consolidated financial statements under the requirements of the Variable Interest Entities Subsections of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) because the primary beneficiaries of the Trusts are not within the consolidated group.

 

Hilltop has a 100% membership interest in Securities Holdings, which operates through its wholly-owned subsidiaries, Hilltop Securities Inc. (“Hilltop Securities”), Hilltop Securities Independent Network Inc. (“HTS Independent Network”) (collectively, the “Hilltop Broker-Dealers”) and First Southwest Asset Management, LLC. Hilltop Securities is a broker-dealer registered with the SEC and Financial Industry Regulatory Authority (“FINRA”) and a member of the New York Stock Exchange (“NYSE”), HTS Independent Network is an introducing broker-dealer that is also registered with the SEC and FINRA, and First Southwest Asset Management, LLC is a registered investment adviser under the Investment Advisers Act of 1940.

 

Hilltop also owns 100% of NLC, which operates through its wholly owned subsidiaries, National Lloyds Insurance Company (“NLIC”) and American Summit Insurance Company (“ASIC”).

 

The consolidated financial statements include the accounts of the above-named entities. Intercompany transactions and balances have been eliminated. Noncontrolling interests have been recorded for minority ownership in entities that are not wholly owned and are presented in compliance with the provisions of Noncontrolling Interest in Subsidiary Subsections of the ASC.

 

Certain reclassifications have been made to the prior period consolidated financial statements to conform with the current period presentation, including reclassifications due to the adoption of new accounting pronouncements. In preparing these consolidated financial statements, subsequent events were evaluated through the time the financial statements were issued. Financial statements are considered issued when they are widely distributed to all stockholders and other financial statement users, or filed with the SEC.

 

Significant accounting policies are detailed in Note 1 to the consolidated financial statements included in the Company’s 2017 Form 10-K. The Company has updated its accounting policies related to securities as a result of the adoption of Accounting Standards Update (“ASU”) 2016-01 as presented below.

 

Securities

 

Management classifies securities at the time of purchase and reassesses such designation at each balance sheet date. Securities held for resale to facilitate principal transactions with customers are classified as trading, and are carried at fair value, with changes in fair value reflected in the consolidated statements of operations. Hilltop reports interest income on trading securities as interest income on securities and other changes in fair value as other noninterest income.

 

Debt securities held but not intended to be held to maturity or on a long-term basis are classified as available for sale. Securities included in this category are those that management intends to use as part of its asset/liability management strategy and that may be sold in response to changes in interest rates, resultant prepayment risk, and other factors related to interest rate and resultant prepayment risk changes. Debt securities available for sale are carried at fair value. Unrealized holding gains and losses on debt securities available for sale, net of taxes, are reported in other comprehensive income (loss) until realized. Premiums and discounts are recognized in interest income using the effective interest method and consider any optionality that may be embedded in the security.

 

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Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Equity securities are carried at fair value, with changes in fair value reflected in the consolidated statements of operations. Equity securities that do not have readily determinable fair values are initially recorded at cost and are remeasured when there is (i) an observable transaction involving the same investment, (ii) an observable transaction involving a similar investment from the same issuer or (iii) an impairment. These remeasurements are reflected in the consolidated statements of operations.

 

Purchases and sales (and related gain or loss) of securities are recorded on the trade date, based on specific identification. Declines in the fair value of available-for-sale debt securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the other-than-temporary impairment (“OTTI”) is related to credit losses. The amount of the OTTI related to other factors is recognized in other comprehensive income (loss). In estimating OTTI, management considers in developing its best estimate of cash flows, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, (iii) the historic and implied volatility of the security, (iv) failure of the issuer to make scheduled interest payments and (v) changes to the rating of the security by a rating agency.

 

 

 

2. Recently Issued Accounting Standards

 

Adoption of New Accounting Standards

 

In February 2018, FASB issued ASU 2018-02 to help organizations address certain stranded income tax effects in accumulated other comprehensive income (“AOCI”) resulting from the Tax Cuts and Jobs Act of 2017 (“Tax Legislation”). The amendment provides an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the changes in the U.S. federal corporate income tax rate in the Tax Legislation (or portion thereof) is recorded. The amendment also includes disclosure requirements regarding the issuer’s accounting policy for releasing income tax effects from AOCI. The amendment is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. As permitted within the amendment, the Company elected to early adopt and apply the provisions of this amendment as of January 1, 2018. The adoption of the amendment resulted in a reclassification of $0.1 million from AOCI to retained earnings, representing an increase to retained earnings. This reclassification is included within the adoption of accounting standards line item in the consolidated statements of stockholders’ equity.

 

In May 2017, FASB issued ASU 2017-09 which provides clarity and reduces both diversity in practice and cost and complexity associated with changes to the terms or conditions of a share-based payment award and, specifically, which changes require an entity to apply modification accounting. The amendments in this update are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company adopted the amendments as of January 1, 2018, which did not have a significant effect on the Company’s consolidated financial statements.

 

In January 2017, FASB issued ASU 2017-01 which provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendment is effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2017, using the prospective method. The Company adopted the amendment as of January 1, 2018 and will prospectively apply its provisions.

 

In November 2016, FASB issued ASU 2016-18 which requires that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We have adopted the requirements of the new standard as of January 1, 2018. The adoption of this ASU had no impact on our consolidated statements of cash flows.

 

In October 2016, FASB issued ASU No. 2016-16 which addresses improvement in accounting for income tax consequences of intra-equity transfers of assets other than inventory. The amendment requires that an entity recognize the income tax consequences of the intra-equity transfer of an asset other than inventory when the transfer occurs. The amendment was effective for annual periods, and interim reporting periods within those annual periods, beginning after

10


 

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

December 15, 2017, using the modified retrospective transition method. The Company adopted the amendment as of January 1, 2018, which did not have a significant effect on the Company’s consolidated financial statements.  

 

In August 2016, FASB issued ASU 2016-15 to add or clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows and to eliminate the diversity in practice related to such classifications. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2017 using a retrospective transition method. The Company adopted the amendments as of January 1, 2018, which did not have a significant effect on the Company’s consolidated financial statements.

 

In January 2016, FASB issued ASU 2016-01 related to financial instruments and subsequently issued technical corrections to the amendment in ASU 2018-03. The amendments require that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. The amendments also impact financial liabilities under the Fair Value Option and the presentation and disclosure requirements for financial instruments and modify the required process used to evaluate deferred tax assets on available for sale securities. The amendments are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company adopted the amendments as of January 1, 2018, which resulted in $21.2 million of securities being reclassified from available for sale to equity within the consolidated balance sheet consistent with the provisions of the amendments, while certain other equity investments of $37.7 million are included in other assets within the consolidated balance sheets at March 31, 2018. The adoption of the amendments also resulted in $2.5 million being reclassified from accumulated other comprehensive income to retained earnings, representing an increase to retained earnings as of January 1, 2018. This reclassification is included within the adoption of accounting standards line item in the consolidated statement of stockholders’ equity. All subsequent changes in fair value related to these equity investments will be recognized in net income. Additionally, the enhanced disclosures required by the amendments are included within the notes to the consolidated financial statements, including the disclosure of the fair value of the loan portfolio using an exit price method instead of the prior discounted cash flow method. These disclosure changes did not have a significant effect on the Company’s consolidated financial statements.

 

In July 2015, the FASB issued ASU 2015-14, which deferred the effective date of ASU 2014-09 by one year, to clarify the principles for recognizing revenue from contracts with customers. The FASB has subsequently issued several amendments to the standard, including clarification of principal versus agent considerations, narrow scope improvements and other technical corrections, all of which are codified in ASC 606, Revenue from Contracts with Customers. The amendments outline a single comprehensive model for entities to depict the transfer of goods or services to customers in amounts that reflect the payment to which a company expects to be entitled in exchange for those goods or services. The amendments also require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2017 and have been adopted as of January 1, 2018 using the modified, cumulative-effect approach wherein the guidance is applied only to existing contracts as of the date of initial application and to new contracts entered into thereafter. Revenue from the Company’s mortgage origination and insurance segments are not in the scope of the new guidance, while certain revenue from contracts with customers within the broker-dealer and banking segments are subject to the new guidance. There were no material changes to the revenue recognition policies of the banking segment upon adoption.

 

The revenue recognition policies within the Company’s broker-dealer segment were affected upon adoption of ASC 606. Specifically, the new guidance required changes to the principal versus agent conclusion for certain advisory and underwriting revenues and expenses which, as of January 1, 2018, are recorded on a gross basis while legacy guidance required these revenues to be recognized net of the related expenses. Conversely, certain contract costs related to clearing and retail operations are now netted against the revenues while the legacy guidance required these revenues and expenses to be recognized on a gross basis. These changes did not have a material effect on the Company’s consolidated financial statements during the three months ended March 31, 2018. As the measurement and timing of revenue

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Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

recognition was not affected for any of the Company’s revenue streams, the implementation of the new guidance had no impact on opening retained earnings as of January 1, 2018. 

 

The Company’s broker-dealer segment has six primary lines of business: (i) public finance, (ii) capital markets, (iii) retail, (iv) structured finance, (v) clearing services and (vi) securities lending. Revenue from contracts with customers subject to the guidance in ASC 606 from the broker-dealer segment is included within the securities commissions and fees and investment and securities advisory fees and commissions line items within the consolidated statements of operations. Commissions and fees revenue is generally recognized at a point in time upon the delivery of contracted services based on a predefined contractual amount or on the trade date for trade execution services based on prevailing market prices and internal and regulatory guidelines.

 

The Company’s banking segment has three primary lines of business: (i) business banking, (ii) personal banking and (iii) wealth and investment management. Revenue from contracts with customers subject to the guidance in ASC 606 from the banking segment (certain retail and trust fees) is included within the other noninterest income line item within the consolidated statements of operations. Retail and trust fees are generally recognized at the time the related transaction occurs or when services are completed. Fees are based on the dollar amount of the transaction or are otherwise predefined in contracts associated with each customer account depending on the type of account and services provided.

 

Accounting Standards Issued But Not Yet Adopted

 

In August 2017, FASB issued ASU 2017-12 which provides targeted improvements to accounting for hedging activities. The purpose of the amendment is to better align a company’s risk management activities with its financial reporting for hedging relationships, to simplify the hedge accounting requirements and to improve the disclosures of hedging arrangements. The amendment is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted, and all transition requirements and elections should be applied to hedging relationships existing on the date of adoption. The Company has not historically applied hedge accounting to its derivative transactions. However, the Company is currently evaluating the provisions of the amendment and the impact, if any, on its future consolidated financial statements.

 

In June 2016, FASB issued ASU 2016-13 which sets forth a “current expected credit loss” (CECL) model which requires entities to measure all credit losses expected over the life of an exposure (or pool of exposures) for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The new standard, which is codified in ASC 326, Financial Instruments – Credit Losses, replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. The new standard also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The new standard is effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2019 with a cumulative-effect adjustment to retained earnings as of the beginning of the reporting period of adoption. The Company does not intend to adopt the provisions of the new standard early. The Company’s cross-functional team has begun the implementation of new credit forecasting models and a credit scoring system that will be utilized to estimate the likelihood of default and loss severity at the individual loan level as a part of its credit loss estimation methodology in accordance with the new standard. In addition, the Company continues to identify and assess key interpretive policy issues, as well as design and build new or modified policies and procedures that will be used to calculate its credit loss reserves. The magnitude of the change in allowance for loan losses upon adoption will depend on, among other things, the portfolio composition and quality at the adoption date, as well as economic conditions and forecasts at that time.

 

In February 2016, FASB issued ASU 2016-02 related to leases. The new standard is intended to increase transparency and comparability among organizations and require lessees to record a right-to-use asset and liability representing the obligation to make lease payments for long-term leases. Accounting by lessors will remain largely unchanged. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Adoption will require a modified retrospective transition where the lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented. The Company’s implementation efforts are ongoing,

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Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

including the installation of an enhanced technology solution, which will aid in determining the magnitude of the increases in assets and liabilities and their impact on the consolidated financial statements. The Company expects to recognize lease liabilities and corresponding right-of-use assets (at their present value) related to predominantly all of the future minimum lease payments required under operating leases as disclosed in Note 18 to the consolidated financial statements in the 2017 Form 10-K. However, the population of contracts subject to balance sheet recognition and their initial measurement remains under evaluation.

 

 

 

 

 

3. Fair Value Measurements

 

Fair Value Measurements and Disclosures

 

The Company determines fair values in compliance with The Fair Value Measurements and Disclosures Topic of the ASC (the “Fair Value Topic”). The Fair Value Topic defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Fair Value Topic assumes that transactions upon which fair value measurements are based occur in the principal market for the asset or liability being measured. Further, fair value measurements made under the Fair Value Topic exclude transaction costs and are not the result of forced transactions.

 

The Fair Value Topic includes a fair value hierarchy that classifies fair value measurements based upon the inputs used in valuing the assets or liabilities that are the subject of fair value measurements. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs, as indicated below.

 

·

Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.

 

·

Level 2 Inputs: Observable inputs other than Level 1 prices. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, yield curves, prepayment speeds, default rates, credit risks and loss severities), and inputs that are derived from or corroborated by market data, among others.